Case 2:22-cv-00809-MCS-MAR Document 215-6 Filed 12/27/23 Page 1 of 8 Page ID
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`EXHIBIT D
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`Case 2:22-cv-00809-MCS-MAR Document 215-6 Filed 12/27/23 Page 2 of 8 Page ID
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`CONFIDENTIAL
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`WORDCOLLECTIONS00000130
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`KING & BALLOW
`LAW OFFICES
`315 UNION STREET
`SUITE 1100
`NASHVILLE, TENNESSEE 37201
`TELEPHONE: 615/259-3456
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`FACSIMILE: 615/254-7907
`www.kingballow.com
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`Direct Dial: (615) 726-5422
`Direct Facsimile: (888) 688-0482
`E-mail: rbusch@kingballow.com
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`March 9, 2021
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`Via Email
`
`Jaesan Subramaniam
`Pandora/SiriusXM
`2100 Franklin St.
`Oakland California, 94612
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`cc: David Ring
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`Re: Notice of Copyright Infringement
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`Dear Mr. Subramaniam:
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`I write to you on behalf of my client Word Collections, LLC (“Word Collections”). As you
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`are aware, Jeff Price, acting as the founder and owner of Word Collections, notified Pandora
`Media, LLC and SiriusXM Holdings Inc. (collectively “Pandora”) in July 2020 that Pandora was
`improperly exploiting the literary works of artists represented by Word Collections. Despite over
`a dozen communications between Word Collections and Pandora since Jeff Price first provided
`his notice of infringement, Pandora has neither acknowledged nor attempted to rectify its
`infringing activities. This failure comes in spite of incredibly reasonable and accommodating
`attempts by Word Collections to forego litigating Pandora’s past infringements (which have
`continued for more than a decade) and to license its catalogue of literary works to Pandora.
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`Given Word Collections’ prior communications with Pandora, this letter is designed to
`serve two purposes. First, I have attached a short memo to this letter designed to educate you on
`Pandora’s liabilities to Word Collections and serve as a follow-up to the calls between you and
`Jeffrey Levy on 12/7/2020 and 12/14/2020, wherein you requested: (i) the legal foundation and
`copyright law requiring Pandora to license Word Collections’ controlled copyrights for
`exploitation on your services; (ii) proof of past exploitations and performances on Pandora, as
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`Case 2:22-cv-00809-MCS-MAR Document 215-6 Filed 12/27/23 Page 3 of 8 Page ID
`#:7512
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`CONFIDENTIAL
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`WORDCOLLECTIONS00000131
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`Jaesan Subramaniam
`March 9, 2021
`Page 2 of 7
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`documented in related SoundExchange statements and various statements related to applicable
`direct license agreements; (iii) a proposed licensing agreement with Word Collections for
`prospective exploitations and the opportunity to work collaboratively to resolve past unlicensed
`exploitations; and (iv) the opportunity to work collaboratively to build an efficient workflow for
`the licensing and payment of copyrights controlled by Word Collections and its clients.
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`With that said, the primary purpose of this letter is for Word Collections, as empowered
`and directed by its clients, to facilitate a cordial relationship that leads to Word Collections and
`Pandora entering into an equitable licensing agreement for the past and future use of the
`represented works of Word Collections’ clients. However, if Pandora is 1) not taking its legal
`obligations seriously or 2) simply stalling in an attempt to run out limitations periods, Word
`Collections and its clients are prepared to immediately take all necessary steps to vigorously
`defend their interests.
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`Note also that while this letter seeks to better educate you on Pandora’s liabilities to Word
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`Collections, this letter is not an attempt to provide a full recitation of the facts surrounding such
`liability. My client does not waive, and hereby expressly reserve, all rights it may have to file an
`action for appropriate legal and/or equitable relief on any and all bases and claims, including, but
`not limited to, those contained in this letter.
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`Respectfully,
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`/s/Richard Busch
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`Richard S. Busch
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`King & Ballow
`1999 Avenue of the Stars
`Suite 1100
`Century City, CA 90067
`(424) 253-1255
`rbusch@kingballow.com
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`Case 2:22-cv-00809-MCS-MAR Document 215-6 Filed 12/27/23 Page 4 of 8 Page ID
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`CONFIDENTIAL
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`WORDCOLLECTIONS00000132
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`Jaesan Subramaniam
`March 9, 2021
`Page 3 of 7
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`ANALYSIS AND FOUNDATION
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`I.
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`Legal Requirement that Pandora License Word Collections’ Represented Literary
`Works
`U.S. Copyright Law grants copyright for sound recordings, audiovisual works,
`performances and words. Under the Copyright Act, original works of authorship that are fixed in
`a tangible medium of expression are eligible for copyright protection. Section 102 of the Copyright
`Act states: “Copyright protection subsists, in accordance with this title, in original works of
`authorship fixed in any tangible medium of expression, now known or later developed, from which
`they can be perceived, reproduced, or otherwise communicated, either directly or with the aid of
`machine or device.”
`Works of authorship include the following categories: (1) literary works; (2) musical
`works, including any accompanying words; (3) dramatic works, including any accompanying
`music; (4) pantomimes and choreographic works; (5) pictorial, graphic, and sculptural works; (6)
`motion pictures and other audiovisual works; (7) sound recordings; and (8) architectural works.”
`17 U.S.C. § 102.
`The Copyright Act defines a literary work as “works, other than audiovisual works,
`expressed in words, numbers, or other verbal or numerical symbols or indicia, regardless of the
`nature of the material objects, such as books, periodicals, manuscripts, phonorecords, film, tapes,
`disks, or cards, in which they are embodied.” 17 U.S.C. § 101. A literary work may be registered
`with the U.S. Copyright Office if it has been “fixed in any tangible medium of expression, now
`known or later developed, from which [it] can be perceived, reproduced, or otherwise
`communicated.” 17 U.S.C. § 102(a). A literary work is considered “fixed in a tangible medium of
`expression” when it has been embodied “in a copy or phonorecord, by or under the authority of
`the author” that “is sufficiently permanent or stable to permit [the work] to be perceived,
`reproduced, or otherwise communicated for a period of more than a transitory duration.” 17 U.S.C.
`§101 (definition of “fixed”).
`A sound recording usually embodies a preexisting musical composition, literary work, or
`dramatic work. Copyright protection for a comedy routine or joke vests to the author when it is
`fixed in a tangible medium of expression such as a piece of paper, a phonorecord and/or a tape of
`the audiovisual work that embodies the routine.1
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`1 The Copyright Office classifies the protected comedy routines/jokes in one of two ways: (1) a
`literary work or (2) a work of the performing arts. Works of the performing arts are works that are,
`as a general matter, created to be performed before an audience, directly or indirectly, is a work of
`the performing arts. 37 C.F.R. §202.3(b)(1)(ii). However, a work may simultaneously be classified
`as both a literary work and a work of the performing arts. Compendium of the U.S. Copyright
`Office Practices, 3rd Ed., Page 14. However, irrespective of designation/categorization, the end
`result is the same: licenses are required to exploit a comedy routine, regardless of whether it is
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`Case 2:22-cv-00809-MCS-MAR Document 215-6 Filed 12/27/23 Page 5 of 8 Page ID
`#:7514
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`CONFIDENTIAL
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`WORDCOLLECTIONS00000133
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`Jaesan Subramaniam
`March 9, 2021
`Page 4 of 7
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`17 U.S.C. § 106 - Exclusive Rights in Copyrighted Works, states: “Subject to sections 107
`through 122, the owner of copyright under this title has the exclusive rights to do and to authorize
`any of the following: (1) to reproduce the copyrighted work in copies or phonorecords; (2) to
`prepare derivative works based upon the copyrighted work; (3) to distribute copies or
`phonorecords of the copyrighted work to the public by sale or other transfer of ownership, or by
`rental, lease, or lending; (4) in the case of literary, musical, dramatic, and choreographic works,
`pantomimes, and motion pictures and other audiovisual works, to perform the copyrighted work
`publicly; (5) in the case of literary, musical, dramatic and choreographic works, pantomimes, and
`pictorial, graphic, or sculptural works, including the individual images of a motion picture or other
`audiovisual work, to display the copyrighted work publicly; and (6) in the case of sound
`recordings, to perform the copyrighted work publicly by means of a digital audio transmission.”
`The preceding allows for the copyright owner (or its agent) to require licenses to exploit or transmit
`a protected work.
`Currently, SoundExchange licenses the right of public performance for sound recordings
`(including sound recordings of literary works and works of the performing arts, in addition to
`sound recordings of musical works) under sections 112 and 114 of the Copyright Act. However,
`these licenses only extend to the sound recordings and not to the preexisting and underlying works
`encompassed within the sound recording.
`Notably, it appears that Pandora is both aware of its need to license literary works and its
`noncompliance with this requirement. For example, numerous Pandora SEC filings have included
`language or identical to the following language that appeared in its SEC 10K filing for the quarter
`ending June 30, 2014:
`“In addition, we stream spoken word comedy content for which the underlying
`literary works are not currently entitled to eligibility for licensing by any
`performing rights organization, in the United States. Rather pursuant to industry-
`wide custom and practice, this content is performed absent a specific license by any
`performing rights organization or individual rights owners, although royalties are
`paid to SoundExchange for the public performance of the recordings in which such
`literary works are embodied. There can be no assurance that this industry custom
`will not change or that we will not otherwise be subject to additional licensing costs
`for spoken word comedy content imposed by performing rights organizations or
`individual copyright owners in the future or be subject to damages for copyright
`infringement.”
`Contrary to any self-serving “industry custom” that Pandora may put in its public filings,
`Word Collections’ clients are entitled to compensation for their works no different from any other
`artist. For example, it would be unimaginable that Pandora would take such a stance against
`musical works, for which Pandora is statutorily required to secure independent licenses in and pay
`for the rights to exploit the sound recording AND the underlying musical composition. As such, it
`is unclear why an exception is being made for comedians and other owners of literary works, from
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`incorporated into a sound recording or other work, and a license in the incorporating work are
`insufficient to satisfy this requirement.
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`Case 2:22-cv-00809-MCS-MAR Document 215-6 Filed 12/27/23 Page 6 of 8 Page ID
`#:7515
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`CONFIDENTIAL
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`WORDCOLLECTIONS00000134
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`Jaesan Subramaniam
`March 9, 2021
`Page 5 of 7
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`whom Pandora is required to secure a license, independent from any incorporating audiovisual
`work, pursuant to 17 U.S. Code § 102(a)(1). Absent a valid license for the copyrighted works, the
`public performance by Pandora and Sirius XM of works controlled by Word Collections and/or its
`clients constitutes willful copyright infringement.
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`II.
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`Proof of Pandora’s Past Exploitation of Word Collections’ Represented Literary
`Works
`SoundExchange collects and distributes royalties on behalf of the sound recording
`copyright owner and featured artist when content is played on non-interactive digital sources, such
`as Pandora and SiriusXM. You will find enclosed select SoundExchange statements pertaining to
`a portion of the sound recordings that correspond and correlate to a portion of the underlying
`copyrighted works controlled by Word Collections. These royalty statements at a minimum
`contain the following information which provides unimpeachable and confirmed proof of
`exploitations of Word Collections’ repertoire by Pandora and Sirius XM:
`Artist Name (the name of the performer of the recording)
`Track Name (the name of each individual recording)
`Album Name (the name of the release the recording appears on)
`Label Name (the name of the record label that controls the copyright to the
`recording)
`ISRC (a unique and permanent alphanumeric identifier for a specific recording)
`Release UPC (12 numeric digits that are uniquely assigned to each trade item)
`Licensee Name (the name of the entity that exploited the copyrights)
`Category of Service (indicates how the licensor got the license to the sound
`recording)
`Broadcast Start Date/Broadcast End date (the period of time when the
`exploitation occurred)
`Num Performances (how many performances there were of the copyright in the
`Broadcast Start/End date)
`Num Spins (how many spins there were of the copyright in the Broadcast Start/End
`date)
`Your Payment Amount (the amount paid by SoundExchange)
`In addition to SoundExchange statements, there are instances where there was a direct
`voluntary license agreement entered into between Pandora and the copyright holder of the sound
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`Case 2:22-cv-00809-MCS-MAR Document 215-6 Filed 12/27/23 Page 7 of 8 Page ID
`#:7516
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`CONFIDENTIAL
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`WORDCOLLECTIONS00000135
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`Jaesan Subramaniam
`March 9, 2021
`Page 6 of 7
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`recording. In these cases, proof of exploitation by Pandora is identified in the sound recording
`usage logs/royalty statements provided to the copyright holder of the direct licensed sound
`recordings.
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`III. Licensing Proposal for Past and Future Exploitations by Pandora of Word
`Collections’ Represented Literary Works
`Word Collections exclusively controls the administrative rights for each of its literary
`works in the United States (and in most cases for the rest of the world). These rights include those
`of public performance, reproduction, distribution, derivatives, public display, and digital
`transmission, many of which have been identified as being previously exploited by Pandora in
`numerous sound recordings of comedy routines broadcast on its platform.
`Similar to performance rights organizations (“PROs”), which collect royalties on behalf of
`their members related to the public performance of musical works encompassed in a sound
`recording, Word Collections is legally authorized to collect, account, administer, recover for past
`exploitations, and disperse funds on behalf of authors of comedic material and other spoken word
`performers with whom it contracts for any creation that enjoys copyright protection.
`Word Collections is proposing the enclosed go-forward license to Pandora and SiriusXM
`for the rights it controls (now and in the future) in the literary works it exclusively represents,
`which Pandora and SiriusXM are required to have in order to legally exploit the works. In addition,
`Word Collections is prepared, and has authorization from its clients, to offer a retroactive license
`and settlement agreement for all past unlicensed and/or unpaid exploitations. Such license and
`settlement agreement will include a customary waiver and release of rights to remove Pandora and
`SiriusXM’s existing infringement liability. If Pandora and SiriusXM believe that the Uses have
`been properly licensed by a related third party, we ask that you reply to this email with a copy of
`the relevant license on or before April 1, 2021. If Pandora does not have a valid license for the
`Uses or any other exploitation of Word Collection’s registered copyrights, the target date for the
`direct license agreement between Word Collections and Pandora allowing for the continued use of
`copyrighted works and to cure the damages caused by past exploitation is April 8, 2021. However,
`in the event that April 8, 2021 should pass without a strong indication of Pandora’s good faith
`efforts to enter into a licensing agreement, Word Collections is prepared to move forward with
`other remedies available to it under the law.
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`IV. Efficient Workflow
`Word Collections would like to work collaboratively with Pandora to establish workflow
`and other technology and business protocols. We are open to a “phase in” or other process to work
`with Pandora to be as non-disruptive as possible. This includes, but is not limited to, specifications
`for metadata exchange, protocols and workflow for identification of past and future exploitations
`of literary works, processes for conflict resolution (if applicable), ISRC data for identification of
`applicable sound recordings, catalog notification updates, royalty distribution cycles,
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`

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`Case 2:22-cv-00809-MCS-MAR Document 215-6 Filed 12/27/23 Page 8 of 8 Page ID
`#:7517
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`CONFIDENTIAL
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`WORDCOLLECTIONS00000136
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`Jaesan Subramaniam
`March 9, 2021
`Page 7 of 7
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`specifications for invoicing and/or royalty statements, nuances and other unique workflow changes
`tied to incremental territorial exploitation, format and contents of any Letters of Direction, etc.
`The foregoing is not intended to be a complete recitation of the facts regarding this matter,
`nor shall anything contained herein be construed as a waiver of any rights or remedies of Word
`Collections with regard to this or any other matter. All of our clients’ rights and remedies are
`hereby expressly reserved.
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