Scraps Audio, Inc. Seller Agreement

Last Modified: January 17, 2024

Acceptance of the Seller Agreement

This Seller Agreement is entered into by and between you ( “Seller” or “you”) and Scraps Audio, Inc. ("Company," "we," or "us"). The following terms and conditions govern your uploading of digital music files and services (“Scraps”) for listing on or through the marketplace.tunebat.com website ("marketplace.tunebat.com") and the license to Scraps Audio, Inc., which includes certain sub-license rights for Scraps Audio, Inc. to allow third party licensees (“Buyers”) to download and receive certain limited license rights to your Scraps. This Seller Agreement, along with the Scraps Audio, Inc. Terms of Use constitute 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.

Ownership of the Scraps

All Scraps that you upload for listing on the marketplace.tunebat.com marketplace must be owned in their entirety by You.  By uploading a Scrap, you represent and warrant that you have 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. You 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.

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, and also Buyers of your Scraps from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to any third party claim arising from your acts or omissions, including claims that the Scraps you upload infringe or violate any legal rights of such third party or your violation of any law, regulation or contractual commitments.

License Grant and Sublicense

You hereby grant Scraps Audio, Inc. a worldwide, royalty-free license to copy, display, publicly perform and distribute your Scraps as for the purpose of listing and transferring a copy of your Scraps to a Buyer in the marketplace.tunebat.com marketplace and to sublicense certain limited rights to a Buyer (as set forth in more detail below). 

marketplace.tunebat.com shall have the right to sublicense your scraps to Buyers in the marketplace.tunebat.com marketplace in the following methods:   

Project Files

The Buyers shall receive a limited non-commercial license to download, copy and install your Scraps only for private and non-commercial creative and learning purposes. Buyers shall not be entitled to:

• redistribute, license or resell your Scraps in any way;
• publicly perform or distribute your Scraps;
• upload your 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.

Templates 

The Buyers shall receive a limited commercial license to download, copy and install your Scraps to create & monetize any derivative works of the underlying Scraps. Buyers shall not be entitled to:

• redistribute, license or resell the Scraps as is
• use the name, image, or likeness of the artist or creator associated with the sound in any way without that artist's express written permission (which they are solely responsible for obtaining)

Sample Packs

The Buyers shall receive a limited commercial license to download, copy and install your Scraps to create & monetize any musical composition, royalty-free. Buyers shall not be entitled to:

• redistribute, license or resell the Scraps as is
• use the name, image, or likeness of the artist or creator associated with the sound in any way without that artist's express written permission (which they are solely responsible for obtaining)

Visuals

The Buyers shall receive a limited commercial license to download, copy and install your Scraps to use in any composition or performance, royalty-free. Buyers shall not be entitled to:

• redistribute, license or resell the Scraps as is
• use the name, image, or likeness of the artist or creator associated with the visual in any way without that artist's express written permission (which they are solely responsible for obtaining)

Vocals

The Buyers shall receive a limited commercial license to download, copy and install your Scraps to create & monetize any musical composition, royalty-free. Buyers shall not be entitled to:

• redistribute, license or resell the Scraps as is
• use the name, image, or likeness of the artist or creator associated with the sound in any way without that artist's express written permission (which they are solely responsible for obtaining)

Services

The Buyers shall receive a perpetual, exclusive, non-transferable, worldwide license to use the purchased delivery of said services for any commercial purpose. Buyers shall not be entitled to:

• redistribute, license or resell the Scraps in any way;
• use the name, image, or likeness of the artist or creator associated with the sound in any way without that artist's express written permission (which they are solely responsible for obtaining)

Listing Price and Scraps Commission

You, as the Seller, set the selling price for the license which a Buyer will receive.  You can edit the price of your Scraps once they are already published, after approval by Scraps.

You understand that Scraps will be entitled to withhold a service fee from the license fees received from a Buyer from a listing (the “Scraps Fee”) in the amount set forth on the upload page.

Scraps reserves the right to offer temporary promotions of up to 50% 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 licensee fee and Scraps Fee. You agree to take these possible additional promotions into account when setting prices.

Seller Agreement Revisions

We may revise and update these Seller Terms 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.