YMG ARTIST(s) AGREEMENT
Last Updated: 9 August, 2023
Welcome to the YELLAT MUSIC GROUP “Artist Agreement” (together with any and all applicable Addenda the “Agreement“), between you and YELLAT MUSIC GROUP. This Agreement contains the general terms and conditions under which YMG offers the “Services” (as defined below). If you choose to utilize the Digital Download and Distribution Service (as defined below) or the Consignment Service (as defined below) or the Publishing Service (as defined below) or the Social Video Monetization (SVM) Service (as defined below) or the MLC Service (as defined below) or the SoundExchange Service or the Sync Distribution Service (as defined below) or any combination of such services, the Digital Distribution Addendum and/or the Consignment Services Addendum and/or the Publishing Administration Addendum and/or the Social Video Monetization (SVM) Addendum and/or the Mechanical Licensing Collective (MLC) Addendum and/or the SoundExchange Addendum and/or the Sync Distribution Addendum (each an “Addendum” and collectively the “Addenda”) will apply as applicable. Use of the Services, including through the submission of sound recordings (and the musical works embodied therein) for distribution by YMG (whether by upload to the YMG website (the “Website”) or through the submission of physical embodiments of your sound recordings (and the musical works embodied therein) (e.g., as CDs or DVDs) to CD Baby, constitutes your agreement to and acceptance of this Agreement and any applicable Addendum.
THIS AGREEMENT, WHEN ACCEPTED BY YOU AFTER CLICK “I AGREE,” WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND US, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, BAND, GROUP OR CORPORATION, IN WHICH CASE “YOU” SHALL REFER TO THE ARTIST, BAND, GROUP OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE CLICKING “I AGREE.” THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “I AGREE” BUTTON BELOW.
We reserve the right to add, delete and/or modify any of the terms and conditions contained in this Agreement pursuant to the provisions of Section 9 below. Notwithstanding the preceding sentence, no modifications to this Agreement will apply to any dispute between you and YMG that arose prior to the date of such modification. In the event of substantive changes to the terms of this Agreement, we will notify you primarily by changing the date at the top of this Agreement and secondarily with a notice on your account dashboard that will appear for a period of 30 days after the update.
YOU ARE RESPONSIBLE FOR MAINTAINING A VALID EMAIL ADDRESS ON FILE WITH YMG FOR SO LONG AS YOU AVAIL YOURSELF OF ANY SERVICES.
1. TERMS OF SERVICE:
This Agreement is incorporated into and subject to the Terms of Service (“TOS“). All initially-capitalized terms not defined in this Agreement are defined in the TOS.
2. AUTHORIZATION:
You hereby appoint us as your authorized representative for the sale and other distribution of “Your Content” (as defined below). Accordingly, you hereby grant to us and our “Licensees” (as defined below) the nonexclusive right, during the “Term” (as defined below) and throughout the “Authorized Territory” (as defined below), to:
(a) Reproduce and create derivative works of Your Content (including any Physical Product) by creating video files that embody Your Content and elements thereof and authorizing our Licensees to do the same (hereinafter referred to as “Art Tracks”), converting Your Content into Digital Masters, including full-length versions of sound recordings (“Clips”) that can be used for promotional purposes as authorized herein and, if necessary, reproducing Your Content in new Physical Product;
(b) Publicly perform, publicly display, communicate to the public, synchronize, and otherwise make available Your Content, and Clips, by means of digital audio transmissions (on an interactive or noninteractive basis) through the Website, a Licensee website or platform, or via a YMG Widget you or any person authorized by you may place on any website, to identify the availability of Your Content for license, sale, or distribution and to promote Your Content, on a through-to-the-listener basis, without the payment of any fees or royalties to
(i) the songwriters, composers, or music publishers owning any rights in and to Your Content;
(ii) any performing artist(s) (including nonfeatured vocalists and musicians) on Your Content;
(iii) any other person involved in the creation of or owning any portion of Your Content, including, but not limited to a record label, and
(iv) any agents for any of the foregoing, including, without limitation, performing rights organizations (“PROs”) and unions or guilds, whether U.S.-based (such as ASCAP, BMI, SESAC, SoundExchange, AFTRA and AFM) or foreign (e.g., PRS for Music, PPL, CMRRA, CSI, GEMA, etc.);
(c) Distribute Your Content in accordance with any applicable Addendum;
(d) Place or embed Your Content in magazines, websites, YMG advertisements, and any and all other media, whether now known or hereafter developed, but specifically excluding television and movies, to promote the YMG Service;
(e) Use and distribute Copyright Management Information as embodied in a Digital Master of Your Content;
(f) Use Your Content and metadata as may be reasonably necessary or desirable for us to exercise our rights under this Agreement;
(g) Reproduce, distribute, and publicly perform and communicate to the public Your Content (including Clips) as part of a downloaded program that may include multiple sound recordings and other content, commonly known as a “podcast;” and
(h) Authorize our Licensees to perform any one or more of the activities specified above or in an applicable Addendum.
3. TERM:
The term of this Agreement will commence on the Effective Date and will continue, unless and until terminated by either you or us, upon twenty-four (24) hours written notice (the “Term”), which notice, if sent by
(a) YMG, may be sent to you at the last email address you provided to YMG and
(b) you to YMG, must be sent only to the following e mail address: notice@yellatmusicgroup.com with the following information:
(i) your username;
(ii) the email address associated with your Account;
(iii) all album titles for which you are requesting termination; and
(iv) which Services you are terminating (e.g., Physical Distribution, Digital Distribution, and/or Sync Distribution). Any termination notice provided by you pursuant to this section shall be permanent and irreversible.
(c) Notwithstanding anything to the contrary herein, YMG may at any time in its sole discretion, with or without notice to you:
(i) suspend or limit your access to or your use of the Services and/or
(ii) suspend or limit your access to your Account (as defined in Section11(a)).
4. PAYMENTS TO YOU:
(a) Pricing the Sale of Your Content. Except as otherwise set forth in an Addendum, you will have the discretion to set the pricing for the sale of Your Content on the Website. Notwithstanding the foregoing, YMG and its distributors and partners may set pricing differently for third-party websites than for the Website, including, by way of example and not limitation, to cover additional costs or to provide discounts for promotions. YMG reserves the sole and exclusive right to set the pricing for any digital audio transmissions of Your Content, whether on an interactive or noninteractive basis, provided that Your Content will be priced the same as all other content on the Service licensed by YMG for interactive or noninteractive digital audio transmissions. You will also be subject to additional set up fees and charges as more fully explained on the Website, including, but not limited to, fees for YMG’s administering mechanical royalties for the reproduction and distribution of musical works (as applicable), as such fees and charges may be updated by YMG from time to time, and you are responsible for reviewing those fees and charges. Your acceptance of this Agreement is an acceptance of the YMG fees and charges, which are available here: https://yellatmusicgroup.com/ymg-cost/.
(b) Licensee Records. YMG, may, but need not, audit the books and records of Licensees and may accept any representations made in a Licensee accounting statement delivered to YMG as true and complete. YMG shall have no liability to you for failure to audit or investigate any accountings rendered to it by any Licensees.
(c) Offsets. You hereby authorize YMG to offset against any amounts owed to you pursuant to this Agreement any amounts that you may owe to YMG, whether under an indemnification provision or for costs, expenses, taxes, and deductions authorized in this Agreement.
(d) Recordkeeping; Audits. We will maintain books and records which report the sale or other licensed uses of Your Content. You may, but not more than once a year, at your own expense, engage a Certified Public Accountant (“CPA”) to examine those books and records directly related to the sale or other licensed uses of Your Content, as provided in this Section 4(d), only. You may have your CPA make those examinations only for the purpose of verifying the accuracy of the statements sent to you. All such examinations will be in accordance with generally accepted accounting principles (“GAAP”) procedures and regulations. Your CPA may make such an examination for a particular statement only once, and only within one (1) year after the date we send you that statement. Your CPA may make such an examination only during our usual business hours, and only at the place where such books and records are maintained in the ordinary course of business. You must provide us with thirty (30)-days written notice prior to commencing an audit and must identify the name, address, telephone number, and email address of the CPA conducting the audit on your behalf. You may not engage the CPA on a contingent fee basis (i.e., your CPA must be paid on a flat fee or time-based basis). We may postpone the commencement of your CPA’s examination by notice given to you not later than five (5) days before the commencement date specified in your notice. In the event of any postponement initiated by us, the running of the time within which the examination may be made will be suspended during the postponement. If your CPA’s examination has not been completed within three (3) months from the time commenced, then we may require you to terminate the audit upon seven (7) days’ notice, which notice may be given at any time. We will not be required to permit the CPA to continue any examination after the end of that seven (7) day period. Your CPA will not be entitled to examine any other records that do not specifically report sales or other licensed uses of Your Content for which YMG has actually received payment. Your CPA may act only under an acceptable confidentiality agreement, which provides that any information derived from such audit or examination on your behalf will not be knowingly released, divulged, published, or shared with any other person, firm, or corporation, other than to you or to a judicial or administrative body in connection with any proceeding relating to this Agreement. Your CPA may not share the results of the examination conducted on your behalf with any third party without our express written permission.
(e) Objections to Accountings. If you have any objections to a YMG accounting statement made available to you, you agree that you shall give us specific notice of that objection, including a copy of your CPA’s analysis of the accounting statement, and your reasons for it within eighteen (18) months after the date we send or make that statement available to you. Each statement shall become conclusively binding on you at the end of that eighteen (18) month period, and you will no longer have any right to make any other objections to it notwithstanding any audit rights you may otherwise have under any applicable law or regulation. Any payments determined to be owed you following an audit shall be paid within forty-five (45) days of the delivery of your CPA’s audit report, unless objected to in writing by YMG, in which case any payments due shall be postponed pending the resolution of the audit dispute. A late fee of one-half percent (0.5%) shall be due for underpaid royalties. Unless otherwise prohibited by law, you will not have the right to sue us in connection with any statement, or to sue us for unpaid royalties for the period a statement covers, unless you commence the suit within that eighteen (18)-month period. If you commence suit on any controversy or claim concerning statements rendered to you under this Agreement in a court of competent jurisdiction, the scope of the proceeding will be limited to a determination of the amount of royalties due for the accounting periods concerned, and the court shall have no authority to consider any other issues or award any relief except recovery of any royalties found owing, plus interest at the rate of one-half percent (0.5%) per month. Your recovery of any such royalties plus interest shall be the sole remedy available to you by reason of any claim related to our statements.
(f) Affiliation with Other Performing Rights Organizations for Royalties. Nothing contained in this Agreement shall prohibit you from affiliating with any PRO for the receipt of royalty payments for the public performance or communication to the public of your sound recordings or musical works made by a third party, excluding only public performances or communications to the public of sound recordings or musical works made by YMG pursuant to the Authorizations set forth in Section 2 of this Agreement.
(g) Tax Information. YMG will use reasonable efforts to collect sales and federal, state, local or foreign withholding or other taxes owed on the sale of Your Content (“Tax”), and to remit such Tax on your behalf to relevant government authorities. Notwithstanding the above, in all events, you acknowledge and agree that
(i) YMG’s payment of any sums to you hereunder, including any royalties for your Content licensed pursuant to this Agreement, is conditioned upon your fulfillment of all obligations described hereunder and YMG’s receipt of your completed U.S. Federal Tax form W-9 or, as applicable, the appropriate form W-8,
(ii) YMG shall be entitled to withhold from any amounts payable to you under this Agreement any Tax, charges and governmental fees which YMG is required to withhold,
(iii) you are ultimately responsible for tracking and paying any Tax, charges and governmental fees owed in connection with the sale or distribution of Your Content pursuant to this Agreement, including without limitation any tariffs, value-added taxes or governmental fees, and you hereby indemnify YMG for any Tax, charges and governmental fees that may be owed in addition to those amounts collected and remitted on your behalf by YMG. You will be responsible for any costs, expenses and liabilities we may pay or incur as a result of any incorrect, inaccurate or misrepresented tax or financial information provided by you.
(h) Payment Terms. YMG will use commercially reasonable efforts to make a payment to you for amounts generated, actually received, and posted to your account pursuant to the rights granted in this Artist Agreement and any applicable Addenda no later than 15 business days after your Threshold Amount (also known as Pay Point) has been met. The current schedule of fees and payment options can be found at <<<https://support.cdbaby.com/hc/en-us/articles/211074743>>> and are incorporated into the terms of this Agreement. Payments pursuant to this Agreement and any applicable Addenda constitute full and complete consideration for the licenses and authorizations granted, and representations, warranties, undertakings, and covenants made by you under this Agreement and such Addenda. Although YMG reserves the right to take any actions available to it in any dispute with a Licensee, nothing in this Agreement or any applicable Addenda obligates YMG to collect any amounts due it by a Licensee or initiate any cause of action against a Licensee for nonpayment of any YMG Artist Royalties. All accountings rendered and payments made by YMG to you shall be binding upon you and not subject to any objection for any reason unless specific objection in writing, stating the basis thereof is given to YMG within one (1) year from the date rendered. Statements and payments shall be sent in accordance with the relevant instructions in your Account. No generalized objection (such as, but not limited to, a generalized claim of over-reporting of deductions or underreporting of income or any similar generalization) shall be deemed a valid objection.
5. YOUR OBLIGATIONS:
(a) You, or a licensee acting on your behalf (e.g., a company such as Easy Song), will be responsible for obtaining and paying for any and all clearances or licenses required in the Authorized Territory (or any portion thereof) for the use of any musical works embodied in Your Content. Without limiting the generality of the foregoing, you (either directly or through a third party acting on your behalf) shall be responsible for and shall pay
(i) any royalties and other sums due to artists (featured and nonfeatured), authors, coauthors, copyright owners and co-owners, producers, engineers, and any other record royalty participants from sales or other uses of Your Content,
(ii) all mechanical royalties or other sums payable to music publishers and/or authors or coauthors of musical compositions embodied in Your Content from sales or other uses of Your Content [Please see the information at <<<https://support.cdbaby.com with regard to publishing issues.]>>>,
(iii) all payments that may be required under any collective bargaining agreements applicable to you or any third party (e.g., to unions or guilds such as AFM or AFTRA), and
(iv) any other royalties, fees and/or sums payable with respect to Your Content or other materials provided by you to us. You agree that the amount payable to you is inclusive of any so-called “artist royalties” that might otherwise be required to be paid for sales or exploitations pursuant to the applicable laws of any jurisdiction and for any public performances, public displays or communications to the public of the sound recordings and musical works constituting Your Content.
(b) Parental Advisory Labeling. You will be responsible for complying with the Recording Industry Association of America’s (“RIAA”) Parental Advisory Logo (“PAL”) Standards, as applicable, for so long as you use the Services. Information about the RIAA PAL Program is available here: http://www.riaa.com/resources-learning/parental-advisory-label/