- Pricing and delivery [±]
CD Baby reserves the right to change prices, colors, materials, specifications and quantities on this web site, or elsewhere without notice or obligation.
All shipping is FOB Pennsauken, NJ, unless indicated otherwise. CD Baby is not responsible for loss or damage to the product once any product has left CD Baby’s premises.
CD Baby maintains offices and facilities in several states and charges applicable sales tax when appropriate, as required by law. CD Baby has nexuses in the following states: CA, IL, ME, NJ, NY, OR, PR, TN, WA, and WI.
CD Baby reserves the right to produce and bill for production overruns or underruns up to five percent (5%) of the customer's order. Customer will be billed for actual amounts shipped.
- Intellectual Property Rights Protection [±]
CD Baby’s Anti-Piracy Compliance Program protects property rights owners from the unauthorized distribution of their content.
The customer represents and warrants to CD Baby: (a) that it is the true and rightful owner of, or is licensed or otherwise possesses legally enforceable rights to use the registered and unregistered rights, titles, and interests in and to any United States or foreign trademarks, service marks, trade names, copyrights or other intellectual property rights relating to the materials provided to CD Baby by the customer under this agreement, including but not limited to the right to reproduce, manufacture and otherwise use the materials: (b) that the customer and CD Baby are not, or will not be, as a result of the execution and delivery of this agreement or the performance by CD Baby of the obligations hereunder, in violation of any intellectual property rights of third parties; and (c) that no claims with respect to the customer’s intellectual property rights or third party intellectual property rights in the materials are currently pending, nor to the knowledge of the customer, are threatened by any person, nor, to the customer’s knowledge, do any grounds for any claims exist.
Customer agrees to indemnify, defend, protect, and hold harmless CD Baby and its subsidiaries and their respective officers, directors, agents, affiliates, distributors, franchisees, and employees (collectively, "indemnified parties") against any liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including interest from the date of such damages), and costs and expenses (including without limitation reasonable attorneys’ fees and disbursements of every kind, nature, and description) (collectively, "damages") suffered, sustained, incurred, or paid by the indemnified parties in connection with, resulting from, or arising out of, directly or indirectly (i) any claim, demand, proceeding, or lawsuit by a third party based on any assertion that the services provided to the customer under this agreement breaches the patent, copyright, trademark, trade secret, or other proprietary right of such third party and (ii) any breach of any representation or warranty of the customer set forth in this agreement or the form, Intellectual Property Ownership Agreement, Purchase Order, or in any other form or document in connection herewith.
CD Baby reserves the right, at its sole discretion, to investigate the ownership of any and all materials provided hereunder.
The customer agrees to provide CD Baby, upon request, all necessary documentation of ownership or other legal rights, including without limitation all pertinent copyright and licensing information. By reserving these rights, CD Baby does not in any way assume an obligation to investigate or verify ownership of any materials provided by the customer, and CD Baby may rely on the customer’s representations and warranties herein and provided under CD Baby’s Intellectual Property Rights Form even if CD Baby investigates such ownership.
If CD Baby determines, or has reason to believe, that the customer does not have the authority to produce the products sought hereunder, CD Baby will have no further obligations to the customer to provide any products or any other services with respect to such materials, and CD Baby will return such materials to the customer.
- Delivery and Content (Art files and Master) [±]
The customer’s order will be delayed if the customer has failed to provide to CD Baby all necessary materials in the Project Center (including without limitation master, graphics, Intellectual Property Rights Form, and delivery address), and complete checkout with payment.
Quoted or acknowledged delivery dates are only estimated dates of delivery. CD Baby specifically disclaims liability for delays in delivery and any resulting consequential damage or losses.
CD Baby assumes that the client has backups or originals of all content (including without limitation masters, graphic files, multimedia files, video files, and audio files) provided in digital electronic form (including without limitation on recordable CD or DVD, digital video master, Zip, SyQuest, 1630, DLT, DAT, or other digital recording medium, or as uploaded to CD Baby’s Project Center, email, or other means) for manufacturing. As such, CD Baby is not obligated to return such electronic content to the customer upon completion of the order. CD Baby will return analog masters, original artwork, photos, transparencies, etc. furnished by the client upon completion and payment of the order.
Upon completion of any replication or printing order CD Baby will retain certain production masters (e.g. stampers, label film, original graphics files, and other materials needed to manufacture the product to the customer’s specification) for a period of 12 months from the date the product was last ordered or reordered. (CD Baby will keep electronic back-ups of graphics files for 7 years). After 12 months of inactivity those physical production masters and related parts will be recycled or discarded to create space for active titles. While CD Baby will treat the customer’s materials with the utmost care, CD Baby specifically denies liability for damage or loss due to fire, casualty, or negligence while the customer’s materials are in the care and possession of CD Baby.
Customer’s materials stored in CD Baby’s premises are not insured and are stored strictly at the customer’s risk. The customer agrees to carry insurance coverage for its materials while at and in transit to and from CD Baby’s premises.
- Payment terms [±]
CD Baby accepts VISA, MasterCard, Discover, and American Express. All custom manufactured orders are prepaid in full, including freight and applicable taxes. Reorders, rush orders, and printed materials, must be prepaid in full, including freight and any applicable taxes.
In the event a client fails to pay within ninety (90) days for any work completed, or in the event a client fails to accept delivery or pick up his finished product within ninety (90) days from completion, CD Baby has the right to sell, dispose of, destroy or use any such material on hand in any way CD Baby chooses without any liability by CD Baby to the customer or others.
The balance of the purchase price, subject to a five percent (5%) production under or over run, is due upon completion of the order, before shipping (no C.O.D.s).
If replication orders are prepaid in full, including freight and applicable taxes, any overs will be at no charge.
- Warranty of product, limitation of liability, and indemnification [±]
CD Baby guarantees the customer’s satisfaction with art and content proofs. If CD Baby cannot satisfy the customer, CD Baby will refund the entire deposit amount if customer wants to cancel the project. However, once proofs are approved CD Baby will charge for all work and services performed, even if the project is subsequently canceled.
CD Baby warrants that material produced and delivered meets generally accepted industry standards.
All custom-manufactured and/or printed CD Baby products are unconditionally guaranteed against defects in quality and workmanship. If any custom-manufactured product produced by CD Baby from or through the use of materials is found to be defective in quality, CD Baby will replace or repair defective product. At CD Baby’s option they may refund to customer part or all of the purchase paid to CD Baby, on the condition that a) written notice of such defect or error is received by CD Baby at its manufacturing plant in NJ within thirty (30) days after shipment by CD Baby to customer, and b) the defect or error did not result from a defect or error in the materials supplied by or on behalf of the customer. If said notice is not received by CD Baby within the date indicated above, CD Baby will be deemed to be released by customer from any and all liability.
The customer shall return any defective product to CD Baby should CD Baby so request. No merchandise may be returned to CD Baby without written return authorization by CD Baby. Product reruns or purchase price refunds will be prorated based on the quantity of defective merchandise returned.
Prior to returning any product, you must obtain an RMA (return merchandise authorization) number from CD Baby. The RMA number must appear on your address label. CD Baby reserves the right to refuse delivery of any item returned without an RMA number.
CD Baby is not responsible for any loss of revenue or profit or other financial damages of any kind whatsoever, whether direct or indirect, suffered by the customer for any reason whatsoever.
- Order cancellation [±]
CD Baby reserves the right to refuse or cancel any order. Orders for products not yet manufactured by CD Baby may be cancelled by either party at any time. The customer will be responsible for all costs incurred by CD Baby related to pre-manufacturing or manufacturing of any product, prior to receipt of notice of cancellation. After such cancellation, the customer’s materials and any completed product may be delivered to the customer only after all sums owed to CD Baby have been paid.