Scraps Audio, Inc. Rights Transfer and Assignment Agreement

Acceptance of the Rights Transfer and Assignment Agreement

This Rights Transfer and Assignment Agreement (the “Agreement”) is entered into by and between a seller (“Seller”) and a buyer ( “Buyer”) related to certain selected digital music files (“Scraps”) that the Seller has uploaded and made available for purchase on or through the marketplace.tunebat.com website ("marketplace.tunebat.com ) operated by Scraps Audio, Inc. (sometimes referred to herein as the “Company”), which is also a signatory and party hereto.  This Agreement constitutes a legally binding contract which the Buyer and Seller agree is intended to transfer all of the Seller’s rights, title and interest to the Buyer, with regard to the Scraps being downloaded and purchased by the Buyer.

Ownership of the Scraps / Disclaimers / Limitation of Liability

The Seller agrees and hereby represents and warrants that all Scraps that the Seller uploads on the marketplace.tunebat.com marketplace are, at the time of the upload, owned entirely by the Seller.  When uploading a Scrap, the Seller further represents and warrants to Buyer and to the Company 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 music files and any and all other aspects of the materials under applicable intellectual property laws. The Seller further represents and warrants that no third party has any claim or right to the Scraps that it uploads, 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. Buyer acknowledges that Scraps Audio, Inc. has not verified or confirmed these representations and cannot assure that the Seller in fact owns the Scraps. As such, Scraps Audio, Inc. cannot provide a representation or warranty that the ownership rights being transferred here are effectively being transferred, and Buyer hereby releases Scraps Audio, Inc. from any and all claims related thereto.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCRAPS TRANSFERRED UNDER THIS AGREEMENT ARE FURNISHED BY THE SELLER “AS IS”, WHERE IS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF MERCHANTABILITY, 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 BUYER’S rights, Scraps Audio will work WITH THE BUYER TO procure the necessary rights BUYER IS entitled to.  THE PRICE A BUYER PAID FOR THE SCRAPS IS THE MAXIMUM LIABILITY THAT SCRAPS AUDIO, INC.  SHALL BE RESPONSIBLE FOR HEREUNDER. THE PARTIES 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.

Buyer and Seller 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 their respective acts or omissions hereunder.

TRANSFER OR OWNERSHIP RIGHTS: ASSIGNMENT

Subject to Buyer paying the listing fees (which are non-refundable) and otherwise complying with this Agreement, Seller, upon receiving notice from Company that Buyer has selected the Scraps at issue here for download, has completed a download and the purchase of the Scraps, assigns to Buyer all rights, title and interest in and to the Scraps Buyer is buying, including all copyrights associated therewith. Seller agrees to take any and all reasonable steps to confirm this assignment as requested by Buyer or Company. This assignment means Buyer shall have the sole and exclusive rights to:

• publicly perform, copy, distribute, sell, license, or otherwise exploit the Scraps any way Buyer see fit, in its sole discretion. 
• modify or create derivative works of the Scraps and include the Scraps (or derivatives thereof) in other works at Buyer’s discretion.
• 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 sees fit, it is soler discretion.

Neither Seller nor Company shall be entitled to any royalties or additional payments (other than the listing price paid by Buyer), nor shall Seller or Company have any rights in the Scraps once the assignment has been made.

Listing Price and Scraps Commission

The Seller sets the selling price for the Scraps at issue, Seller can edit the price of any uploaded Scraps once they are already published, after approval by Scraps.

Seller agrees that before allowing Buyer to download the Scraps, Company will collect payment of the listing price from the Buyer and immediately transfer same to Seller, but shall be entitled to withhold a service fee from the amount received from the Buyer from a listing (the “Scraps Fee”) in the amount set forth on the upload page presented to the Buyer.

Scraps reserves the right to offer temporary promotions of up to 30% of the sale price regardless of any discounts already offered by the Seller through the platform. This promotion will be applied to the total sales price, affecting the corresponding amount of the transfer fee and Scraps Fee. Seller agrees to take these possible additional promotions into account when setting prices.

Governing Law and Jurisdiction

All matters relating to this Agreement, 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, this Agreement, 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 Company retains the right to bring any suit, action or proceeding against a party for breach of these Terms of Use in its country of residence or any other relevant country. Buyer and Seller waive any and all objections to the exercise of jurisdiction over themselves by such courts and to venue in such courts.

Arbitration

At any party’s sole discretion, they may require one or both of the others to submit any disputes arising from this this Agreement, 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, Buyer or Seller of any term or condition set forth in this Agreement 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 this Agreement shall not constitute a waiver of such right or provision.

If any provision of this Agreement 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 this Agreement ontinue in full force and effect.

Entire Agreement

This Agreement constitutes the sole and entire agreements between the Buyer, the Seller and Scraps Audio, Inc. with respect to the purchase, transfer and assignment of the Scraps in question, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect thereto.

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