CDB FASTFORWARD ADDENDUM
Last Updated: October 24, 2024
This CDB FastForward Addendum (“CDB FastForward Addendum,” or “this agreement”) governs the terms upon which CD Baby, a division of Audio and Video Labs, Inc., (“CD Baby” or “us”) will provide you (“you,” or “your”) with priority services with CD Baby (the “FastForward Services”) as described in this agreement in accordance with the options you select in connection with your CD Baby account registration or as you may later update in connection with your account settings. Please read these terms carefully prior to using or registering for the FastForward Services. BY REGISTERING FOR A CD BABY PACKAGE THAT INCLUDES FASTFORWARD SERVICES OR SIGNING UP TO ADD FASTFORWARD SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT AS WELL AS TO THE TERMS OF THE CD BABY ARTIST AGREEMENT (THE “ARTIST AGREEMENT”) AND THE CD BABY TERMS OF SERVICE (THE “TOS”) AND TO THE CD BABY PRIVACY POLICY (THE “PRIVACY POLICY”) AND ANY OTHER ADDENDA TO WHICH YOU HAVE AGREED. If you do not agree to all these terms, then you may not use the FastForward Services. To the extent that there is any conflict between the terms of this agreement and any term(s) in the Artist Agreement or the TOS, the terms of this agreement will control.
If you are registering for CD Baby or otherwise signing up for the FastForward Services on behalf of another person, a group, or a company or other entity, then you represent and warrant to us that you are duly authorized to do so on their behalf and to bind them to this agreement. The terms “you” and “your” include all such people and entities.
1. FASTFORWARD SERVICES
The specific FastForward Services to be provided will be as specified on the Website in accordance with the options you select in your account and are contingent upon the payment of all applicable fees.
2. FEES
In consideration of the FastForward Services rendered hereunder, you shall pay to CD Baby the registration fees described in the relevant account registration (the “Registration Fees”). Registration Fees are nonrefundable once paid and will not be prorated upon termination.
3. TERM; TERMINATION
The Term of this agreement will commence when you register for the FastForward Services by submitting the Registration Fees and will continue for one (1) year from the date of payment.
4. WARRANTIES AND INDEMNIFICATION
You hereby warrant and represent as follows:
- (a) You are at least eighteen (18) years of age.
- (b) All information you submit to CD Baby is and will remain truthful and accurate. You will maintain accurate contact details within your account.
- (c) You shall at all times defend, indemnify and hold harmless CD Baby and its affiliates and their respective members, employees, affiliates, representatives, agents, licensees and distributors (collectively, the “Other Indemnitees”) from and against any and all claims, liabilities, damages, judgments, losses, costs, and expenses, including actual out-of-pocket legal expenses and reasonable attorneys’ fees, arising out of any aspect of this agreement or the FastForward services.
5. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTY
IN NO EVENT WILL CD BABY BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE WEBSITE OR THE FASTFORWARD SERVICES, EVEN IF CD BABY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CD BABY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO CD BABY FOR THE FASTFORWARD SERVICES.
THE WEBSITE AND THE FASTFORWARD SERVICES ARE PROVIDED ON AN “AS-IS,” “AS AVAILABLE” BASIS AND CD BABY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF ANY KIND REGARDING THE WEBSITE AND THE FASTFORWARD SERVICES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. CD BABY CANNOT GUARANTEE AND DOES NOT PROMISE ANY REVENUE OR OTHER SPECIFIC RESULTS FROM USE OF THE WEBSITE AND/OR THE FASTFORWARD SERVICES. TO THE EXTENT THESE DISCLAIMERS AND LIMITATIONS ARE LIMITED BY APPLICABLE LAW, THEY SHALL OTHERWISE APPLY TO THE FULLEST EXTENT OF SUCH LAW.
6. MISCELLANEOUS
- (a) This agreement, together with the CD Baby Artist Agreement, Privacy Policy, TOS applicable to the Website generally, and the registration, sets forth the entire understanding between CD Baby and you regarding the FastForward Services. We may assign or delegate this agreement or any or all of our rights and obligations hereunder to one or more third parties without notice to you.
- (b) No waiver of any provision or default under this agreement shall affect either party’s rights thereafter and no waiver by either party shall be deemed a continuing waiver. Except as expressly set forth herein, neither party has made or makes any representations or warranties, express or implied, with respect to any matter contained in this agreement or with respect to the making of this agreement, all of which are expressly disclaimed. If any clause, sentence, paragraph, or part of this agreement or the application thereof to any person, shall for any reason be adjudged by a court of competent jurisdiction to be invalid, such judgment shall be limited and confined in its operation to the clause, sentence, paragraph, or part thereof directly involved in the controversy and shall not affect the remainder of the agreement.
- (c) You acknowledge that CD Baby cannot guarantee any specific timeline of services nor any payments or income will be generated or earned hereunder. You waive all claims and warrant, represent, and agree that you will not make any claim, nor will any liability be imposed upon CD Baby based upon a claim, that better outcomes achieved than that which was achieved by CD Baby and/or its licensees.
- (d) CD Baby does not guarantee, represent, or warrant that your use of the Website or FastForward Services will be uninterrupted or error-free, and you agree that from time to time CD Baby may suspend the Website and FastForward Services for indefinite periods of time for technical maintenance or upgrade or otherwise, or may cancel the FastForward Services at any time, without notice to you. The functions and features of the Website and FastForward Services are subject to change without notice. Similarly, Licensees and partners may take action outside of our control, including, but not limited to, adjusting or halting their ingestion timelines, rates, and services.
- (e) CD Baby may terminate this agreement at any time upon written notice, for any reason or for no reason.
- (f) Your use of the Website and the FastForward Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR REGISTRATION AND ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR THE FASTFORWARD SERVICES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
- (g) The following Sections will survive any termination of this agreement: Sections 4, 5, and 6. After the Term, we shall continue to have the right, but not the obligation, to continue services at our sole discretion.