Consignment Services Addendum

CONSIGNMENT SERVICES ADDENDUM

Welcome to the CD Baby Consignment Services Addendum between you and CD Baby. This Consignment Services Addendum is part of and incorporates the terms of the CD Baby Artist Agreement, and contains additional terms and conditions under which CD Baby offers the Consignment Service. By electing to use the Consignment Services, you are subject to the terms and conditions of this Consignment Services Addendum and the CD Baby Artist Agreement.

1. Additional Grant:

In addition to the rights granted in the CD Baby Artist Agreement, you hereby grant to us and our Licensees, the nonexclusive right, during the Term and throughout the Authorized Territory, to:

• (a) Promote, sell, distribute, and deliver Your Content as Physical Product to purchasers and resellers who may use such Physical Products;
• (b) Reproduce Your Content in Physical Product and as Clips;
• (c) Publicly perform, communicate to the public, and distribute Your Content, including as Clips, to promote the sale and distribution of your Physical Product, including as embodied in a podcast; and
• (d) Reproduce and publicly display any visual elements of Your Content (e.g., album cover artwork, images, etc.) received in Physical Product in digital form in connection with the promotion, advertisement, sale, and distribution of Your Content as embodied in Physical Product.

2. Consignment Services:

• (a) Delivery of Your Content and/or Physical Product. You will ship or deliver to CD Baby all of Your Content that you want to use with the Consignment Service in accordance with the applicable instructions on the Website. You must also ship or deliver all materials required to package and market any of your Products (e.g., CD inserts, album artwork, etc.). CD Baby may, in its sole and exclusive discretion, determine whether all or any portion of Your Content complies with such instructions and is satisfactory for use with the Consignment Service.
• (b) Costs of Creation and Delivery. You will be solely responsible for the creation of Your Content that you ship or deliver to CD Baby and for all Physical Product that is held on consignment by CD Baby on your behalf, and will pay all costs associated with its creation and any copies made there from by you or on your behalf. Without limitation to the preceding sentence, you will be responsible for all shipping and handling charges and insurance on the Physical Product during shipment and delivery to CD Baby.
• (c) Maintaining and Returning Stock. CD Baby reserves the right to charge a fee to store any Physical Product you send to us in excess of any amounts we request. We reserve the right to return Physical Product to you from time to time, at your sole expense, as deemed appropriate by CD Baby in our sole discretion. Additionally, for Physical Product that has not sold for a period of 12 months, we reserve the right to charge you a storage fee for the continued storage of such Physical Product. CD Baby will notify you of its intent to return any Physical Product to you or to charge you a storage fee as authorized herein, as applicable. Any charges or fees that CD Baby is authorized to pass on to you pursuant to this paragraph may be debited against any amounts that CD Baby otherwise owes to you. If you do not respond to any return notice from CD Baby within 21 days of the date of the request, or if CD Baby’s attempt to return Physical Product to you is unsuccessful because of an inaccurate email or physical address on file with us, then CD Baby shall have the right to recycle, destroy or discard the Physical Product without any compensation or liability to you. CD Baby will contact you at the current e-mail address on file to notify you of the exhaustion of Product stock on hand and request additional shipments. You agree to comply with minimum stock levels for the Product as established by CD Baby from time to time.
• (d) Customer Returns. Customer returns sent to CD Baby in new condition will be restocked, debited from your sales, and added back to active inventory. Any returned Physical Product that is defective or damaged will not be restocked, will be debited from your sales, and will be returned to you or recycled or destroyed, at CD Baby’s discretion.
• (e) Insurance. You acknowledge and agree that CD Baby does not carry insurance relating to Physical Product stored by CD Baby under this Agreement, and CD Baby shall have no responsibility or liability for any damage, destruction, loss or other impairment of any of Your Content absent CD Baby’s gross negligence or intentional misconduct. If you desire for the Your Content when embodied in Physical Product to be insured, then you must obtain such insurance at your expense.

3. Pricing:

You may set the price of and discounts for Your Content as embodied in Physical Product, provided that your price, including any discount, must exceed Four Dollars ($4.00) per unit of Physical Product (the “CD Baby Minimum“). For information on discounts, please see https://support.cdbaby.com/hc/en-us/articles/209422446-How-should-I-set-my-physical-distribution-partner-discount.

4.Payment for Physical Product Sales:

For each sale of your Physical Product through the Website (or sold by CD Baby through its distributors), CD Baby will subtract Tax, the CD Baby Minimum, and such other fees as may be listed on the Website for shipping, handling, and processing (for a listing of fees click here https://cdbaby.com/cd-baby-cost/) from the aggregate amounts collected from customers and distributors, and remit to you any remaining amounts. CD Baby will make payment to you in accordance with the policies and procedures set forth in Section 4(h) of the Artist Agreement.