Scraps Audio, Inc. Buyer Agreement - Project Files

Last Modified: January 17, 2024

Acceptance of the Buyer Agreement

This Buyer Agreement is entered into by and between you ( “Buyer” or “you”) and Scraps Audio, Inc. ("Company," "we," or "us"). The following terms and conditions govern your downloading and licensing of digital audio workstations files (“Scraps”)  on or through the marketplace.tunebat.com website ("marketplace.tunebat.com”)   This Buyer Agreement, along with the Scraps Audio, Inc. Terms of Use, constitutes a legally binding contract.  Please note that the term “sell” is used in our agreements and on marketplace.tunebat.com is used to refer the act of selling, transferring, or licensing Scraps depending on the circumstances, and the term Seller refers to a user that lists and sells or licenses Scraps and the term “buy” is used to refer to a Buyer buying or licensing Scraps, depending on the circumstances.

Ownership of the Scraps / Disclaimers / Limitation of Liability

All Scraps that you download on the marketplace.tunebat.com marketplace are owned entirely by the Seller.  When uploading a Scrap, a Seller represent and warrant to marketplace.tunebat.com that is has all rights, title and interest in the underlying copyrights in the materials included, including but not limited to the composition, the digital audio workstation files and any and all other aspects of the materials under applicable intellectual property laws. The Seller further represent that no third party has any claim or right to the Scraps that you upload, or is entitled (either legally or contractually) to receive any compensation related to listing or licensing the Scraps to third parties on the marketplace.tunebat.com marketplace. However, Scraps Audio, Inc. has not verified or confirmed these representations and cannot assure you that the Seller in fact owns the Scraps. As such, Scraps Audio, Inc. cannot provide a representation or warranty that the sublicense rights we are granting you are sufficient for you to use the Scraps as intended. 

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCRAPS LICENSED UNDER THIS AGREEMENT ARE FURNISHED “AS IS”, WHERE IS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE. In the event that there is an issue related to the Seller’s actual ownership or the extent of your rights, Scraps Audio will work to procure the necessary sublicense rights you are entitled to, and, if that is not possible, may, at its sole discretion, refund you the price you paid for the affected Scraps.  A refund of such amounts is your sole remedy, AND THE PRICE YOU PAID FOR THE SCRAPS IS THE MAXIMUM LIABILITY THAT SCRAPS AUDIO, INC.  SHALL BE RESPONSIBLE FOR. you agree that Scraps Audio, Inc. shall not be liable for any additional damages based on these issues, WHETHER KNOWN OR UNKNOWN, FORESEEABLE OR NOT, INCLUDING BUT LIMITED TO CONSEQUENTIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES.

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to from your acts or omissions, including claims by an owner or the Seller of the Scraps that you exceeded your authorized uses of the Scraps in violation of the sublicense we provide hereunder.

Limited Non-Commercial Sublicense

Subject to you paying the listing fees (which are non-refundable) and you complying with this Buyer Agreement, the Terms of Service and any other obligation set forth in our agreements, Scraps Audio, Inc.  hereby grant to you a limited license to download, copy and install the Scraps you download only for private and non-commercial creative and learning purposes. You expressly agree that you shall not be entitled to:

• redistribute, license or resell the Scraps in any way;
• publicly perform or distribute the Scraps;
• upload the Scraps to any third-party web site, including but not limited to Soundcloud, Spotify, YouTube or any other content distributor;
• monetize the Scraps in any way.

Buyer Agreement Revisions

We may revise and update this Buyer Agreement from time to time in our sole discretion. All changes are effective immediately when we post them.

Your continued use of marketplace.tunebat.com following the posting of revised Seller Terms means that you accept and agree to the changes. You are expected to check this page each time you access marketplace.tunebat.com so you are aware of any changes, as they are binding on you.

Governing Law and Jurisdiction

All matters relating to marketplace.tunebat.com and these Terms of Use, the Privacy Policy or the Buyer or Seller Agreements, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use, the Privacy Policy or the Buyer or Seller Agreements, or marketplace.tunebat.com shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At Company's sole discretion, it may require you to submit any disputes arising from these Terms of Use or use of marketplace.tunebat.com, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Texas law.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, our Privacy Policy, and the Buyer and Seller Agreements constitute the sole and entire agreements between you and Scraps Audio, Inc. with respect to marketplace.tunebat.com and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to marketplace.tunebat.com.

Your Comments and Concerns

marketplace.tunebat.com is operated by Scraps Audio, Inc., 1728 Maravilla Drive, Houston, TX 77055.

All other feedback, comments, requests for technical support and other communications relating to marketplace.tunebat.com should be directed to: artistrelations@scrapsaudio.com.