A Critical Look at Scribd’s Audiobook Reprint Contracts
Posted by Victoria Strauss for Writer Beware®
This week I became aware that Scribd is engaging in a major push to acquire audiobook and ebook rights for already-published books, thanks to this post from Isobel Starling.
Starling’s email exchange with a Scribd representative raised some concerns:
There are definitely some questions here. Fortunately, I was able to get hold of several copies of the contract Scribd is offering for these deals. You can see it here. (I’ve redacted the author’s name and other identifying information, and omitted the signature page. The contracts I saw were identical.)
Salient details:
– It’s explicitly a reprint contract. Scribd is looking for backlist books.
– Per Clause 3, the grant of rights is exclusive, and includes worldwide rights in all languages for audiobooks and ebooks distributed on the Scribd platform. For distribution outside the Scribd platform, English-language rights are excluded for ebooks only (this appears to be intended to allow authors to keep any current ebook editions in publication–but it’s complicated. See below).
– Print rights aren’t mentioned anywhere in the contract: this is digital rights only.
– The grant term is 7 years (Clause 7), and includes distribution and marketing on the Scribd platform (Scribd is an all-you-can-eat subscription service) and outside the Scribd platform via retail channels (Clause 3. Again, though, see below).
– Per Clause 5, payment for distribution on Scribd is a flat fee (between $500 and $1,000 per book in the contracts I saw; the contracts were for multiple books). Unlike some other subscription services, or reading/writing platforms like Webnovel and Radish, Scribd doesn’t pay for reader/listener interaction, so for your ebook and audiobook presence on the Scribd platform, the flat fee is all you get.
– Also per Clause 5, payment for distribution outside the Scribd platform is 25% of “Scribd’s net proceeds” (not defined) once production costs have been recouped by such proceeds. This kind of back-end payment arrangement would be inappropriate for previously unpublished work, but it isn’t unusual for reprint publishers that acquire backlist books; Open Road Media does something similar, for instance.
Things to consider if you’re offered one of these contracts:
– The grant of rights is pretty sweeping: worldwide rights in all languages. There’s some limitation, in that English-language rights are excluded for ebooks (though apparently only if they’re distributed outside of the Scribd platform; see my next point, below), and the contract doesn’t allow Scribd to sublicense rights to others. But there’s nothing in the contract to give you any say in or oversight of any translations that might be made, so you are ceding some control here.
Of course, you have no guarantee there will actually be translations: the Scribd representative who responded to Isobel Starling only said that Scribd “has hopes” of doing translations at some point. So that’s an unknown.
– The grant of rights is complicated and kind of confusing and also possibly internally contradictory. Here it is:
One way to read this is that Clause 3.2, which excludes English-language rights, is qualified by Clause 3.3, which claims rights to “all languages” for distribution on the Scribd platform, and Clause 3.4, which also excludes English but applies only to distribution beyond Scribd and only to ebooks. In other words, the English-language exclusion applies only where ebooks are distributed outside of the Scribd platform.
Another way to read this is that Clause 3.2, which excludes English from the all-languages grant of rights without specifying format –just “the Works”–is contradicted by Clause 3.1, which claims audio rights in all languages, and also by Clause 3.3, which claims the same for distribution on Scribd and also doesn’t distinguish between formats.
Maybe I’m getting too deep in the weeds here, but this is the kind of thing that gives agents, and contract nerds like me, migraine headaches.
– How do you feel about not getting paid for readers’ and listeners’ interaction with not just one, but potentially two editions of your book? Other subscription services do provide such payment (though they may not accompany it with a flat fee or advance). If your work becomes popular on Scribd’s platform, that’s potentially a lot of lost income over the course of seven years. This is definitely an area where Scribd could reap the lion’s share of benefit, and has the potential to devalue your rights.
The writers who contacted me to share their contracts told me that they are happy with their deals, which were for books they’d published long ago and were no longer promoting, or that provided them with an audio version they wouldn’t have been able to afford to produce themselves. But while money upfront is tempting, whether a flat fee is adequate compensation is definitely something to consider.
– For distribution via retailers, you do get royalties–but how likely is it that Scribd will distribute outside its own platform? Scribd can and does distribute wide: in addition to the reprint contracts with individual authors, I saw a recent audio rights contract between Scribd and a small press (English-language rights only, with a higher royalty percentage). The small press confirmed to me that the audiobooks are being sold on Audible and elsewhere, and that it is receiving payments.
According to the Scribd representative, though, wide distribution for this new rights acquisition push may not be a given. And if you look closely at the grant of rights above, you’ll see that while it covers distribution of ebooks outside of Scribd, nothing at all is mentioned about distribution of audiobooks outside of Scribd. Remember, too, that this is an exclusive grant of rights. Are you prepared for the possibility that your audiobook will be available only on Scribd, and therefore only to Scribd subscribers?
– Royalties for wide distribution are paid only after production costs are recouped. As noted above, this isn’t an unusual arrangement for reprint publishers. But the contract doesn’t say anything about what those costs might include…narration and design, obviously, but what else? Ask for a breakdown, or at least an estimate, and be wary if that request is refused.
– Such royalties are paid on “net proceeds”, but the contract doesn’t define what those are. Purchase price less discounts? Purchase price less discounts less other expenses? This would be good to know.
– Clause 2.d. makes clear that Scribd doesn’t need to consult you on production decisions. It also empowers Scribd to “make corrections to errors in the existing text.” Hopefully this would just be on the level of copy editing, but I would want to know more about what kind of corrections and why.
– There are no freebies. The contract doesn’t mention author copies.
– There’s some confusion in the language of the Term clause.
First it’s said that the contract will “commence upon the Effective Date” (the date the contract is signed) and continue for an “initial term” of 7 years. But according to the last sentence, the grant of rights will continue for 7 years “from date of first publication by Scribd”. So what’s the actual date on which the term of the grant of rights starts to run: contract signing or first publication?
– There’s an arbitration clause (Clause 14). Be aware that when you sign a contract with an arbitration clause, you are waiving your right to go to court to settle disputes.
To sum up:
This doesn’t strike me as a five-alarm “Writer Beware–run away!” situation. Scribd is not some sketchy startup (unlike many of the reading/writing apps that are also aggressively snapping up backlist books) and it is paying real money. But the lack of compensation for reader/listener interaction on the Scribd platform, which potentially devalues authors’ rights, the uncertainties around translations and wide distribution, and the ambiguities in some of the contract language do suggest that careful consideration and caution are in order.
I’ll be interested to hear from other writers who have signed or who’ve been offered contracts by Scribd. Please contact me (in confidence).
UPDATE 10/26/21: Since publishing this post, I’ve heard from other authors who signed with Scribd (for similar reasons to those mentioned above) and say they are happy with their deals. One writer told me that they were able to do some negotiating to get positive changes in the contract (they didn’t provide more detail than that). So it appears that Scribd is willing to be at least somewhat flexible.