Scraps Audio, Inc. Terms of Use

Last Modified: January 17, 2024

Acceptance of the Terms of Use

These terms of use are entered into by and between You and Scraps Audio, Inc. ("Company," "we," or "us"). The following terms and conditions ("Terms of Use") govern your access to and use of the any content, functionality and services offered on or through the marketplace.tunebat.com website ("marketplace.tunebat.com"), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use marketplace.tunebat.com. By using marketplace.tunebat.com, you accept and agree to be bound and abide by these Terms of Use, our Privacy Policy, found at  https://marketplace.tunebat.com/policies/privacy-policy and our Seller and Buyer Agreements, all of which incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use marketplace.tunebat.com.

marketplace.tunebat.com is offered and available to users who are 18 years of age or older. By using marketplace.tunebat.com, you represent and warrant that you are of legal age to form a binding contract with Scraps Audio, Inc. and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use marketplace.tunebat.com.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of marketplace.tunebat.com thereafter.

Your continued use of marketplace.tunebat.com following the posting of revised Terms of Use 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.

Accessing marketplace.tunebat.com and Account Security

We reserve the right to withdraw or amend marketplace.tunebat.com, and any service or material we provide on marketplace.tunebat.com, in our sole discretion without notice. We will not be liable if for any reason all or any part of marketplace.tunebat.com is unavailable at any time or for any period. From time to time, we may restrict access to some parts of marketplace.tunebat.com, or that could affect users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to marketplace.tunebat.com.
• Ensuring that all persons who access marketplace.tunebat.com through your internet connection are aware of these Terms of Use and comply with them.

To access marketplace.tunebat.com or some of the resources it offers, you will have to create an account (an "Account"). You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. You are responsible for safeguarding your account, so use a strong password and limit its use to this account. You accept responsibility for any and all activities or actions that occur under your account, whether or not you have authorized such activities or actions.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to marketplace.tunebat.com or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Sellers

The marketplace.tunebat.com marketplace allows users to list and sell or license digital audio content (each a "Scrap")to other users.  In order to be an authorized seller (“Seller”), you must agree to our Seller Agreement, which will be presented to you when you upload a Scrap to our marketplace.  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.

Buyers

Users who download Scraps for the purpose of either buying the rights or acquiring a license to use the Scraps are referred to herein as a “Buyer.”  Buyers acknowledge and agree that the Company is not the seller or licensor of the Scraps listed on marketplace.tunebat.com. Scraps are sold or licensed to you directly by individual Sellers and the Company may not pre-screen or approve all items.  Before buying or licensing a Scrap, Buyers will be presented with our Buyer Agreement and the resulting transaction will be governed by any additional terms found therein. Please note that the term “buy” as used in our agreements and on marketplace.tunebat.com is meant to refer the act of purchasing, transferring or licensing Scraps depending on the circumstances, and the term Buyer refers to a user that downloads, purchases or acquires a license in one or more Scraps.

Ratings and Reviews

Buyers may leave reviews on Scraps purchased or licensed through marketplace.tunebat.com. These reviews must be honest, accurate and respectful. Inappropriate or false reviews, such as those containing hate speech, personal attacks, or discriminatory language, will be removed and may result in suspension or termination of the Buyer's account. As a Buyer, you agree not to leave fake reviews. Any attempt to manipulate reviews in any way will result in suspension or termination of the Buyer's account. The Company reserves the right to remove any reviews that violate these terms, at any time, without notice.

Sellers may be permitted to respond to ratings and reviews left on their Products, but they are prohibited from removing or altering the content of any ratings or reviews. Sellers may not request or incentivize users to leave positive ratings or reviews, or to remove or alter negative ratings or reviews. Violation of this policy may result in the suspension or termination of the Seller's account.

Intellectual Property Rights

marketplace.tunebat.com and, other than Scraps, all content  features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Scraps Audio, Inc. its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

Trademarks

The Scraps Audio name, the Scraps Audio logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of Scraps Audio. All other names, logos, product and service names, designs and slogans on marketplace.tunebat.com are the trademarks of their respective owners.

Prohibited Uses

You may use marketplace.tunebat.com only for lawful purposes and in accordance with these Terms of Use. You agree not to use marketplace.tunebat.com:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards, these Terms of Use or any other guidelines or rules set by the Company .
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of marketplace.tunebat.com, or which, as determined by us, may harm the Company or users of marketplace.tunebat.com, or expose them to liability.

Additionally, you agree not to:

• Use marketplace.tunebat.com in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of marketplace.tunebat.com, including their ability to engage in real time activities through marketplace.tunebat.com.
• Use any robot, spider or other automatic device, process or means to access marketplace.tunebat.com for any purpose, including monitoring or copying any of the material on marketplace.tunebat.com.
• Use any manual process to monitor or copy any of the material on marketplace.tunebat.com, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software or routine that interferes with the proper working of marketplace.tunebat.com.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of marketplace.tunebat.com, the server on which marketplace.tunebat.com is stored, or any server, computer or database connected to marketplace.tunebat.com.
• Attack marketplace.tunebat.com via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of marketplace.tunebat.com.

User Contributions

In addition to the marketplace for selling, buying and licensing Scraps, marketplace.tunebat.com may contain chat capabilities, personal profiles, forums, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials, including product listings and information provided by Buyers, (collectively, "User Contributions") on or through marketplace.tunebat.com. For purposes of these Terms of Use, the Scraps uploaded or downloaded from the marketplace are not considered User Contributions.  Rules regarding Scraps are found in the Seller Agreement and the Buyer Agreement.

All User Contributions must comply with the  Content Standards or these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on marketplace.tunebat.com, you grant us and our licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our licensees, successors and assigns.
• All of your User Contributions do and will comply with the Content Standards and these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of marketplace.tunebat.com.

Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any Scrap or User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any Scrap or User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of marketplace.tunebat.com or the public or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of marketplace.tunebat.com.
• Terminate or suspend your access to all or part of marketplace.tunebat.com for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through marketplace.tunebat.com. YOU WAIVE AND HOLD HARMLESS SCRAPS AUDIO, INC. FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on marketplace.tunebat.com, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions or Scraps uploaded to marketplace.tunebat.com. Such material must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions or Scraps must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use, Privacy Policy or the Buyer or Seller agreement.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
• Impersonate any person or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.
• Give the impression that they emanate from or are endorsed by Scraps Audio, Inc. or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that any User Contributions or Scrap violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.

Reliance on Information Posted

The information presented on or through marketplace.tunebat.com is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to marketplace.tunebat.com, or by anyone who may be informed of any of its contents.

marketplace.tunebat.com may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to marketplace.tunebat.com

We may update the content on marketplace.tunebat.com from time to time, but its content is not necessarily complete or up-to-date. Any of the material on marketplace.tunebat.com may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to marketplace.tunebat.com

All information we collect on marketplace.tunebat.com is subject to our Privacy Policy. By using marketplace.tunebat.com, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Payment Processing, Transaction Fees, and Sales Tax

marketplace.tunebat.com utilizes third party payment services to process all transactions between Buyers and Sellers. By using the scapsaudio.com, you agree to be bound by the applicable payment processor’s terms and conditions and privacy policy, as well as any additional terms that may be required by the applicable payment company. The Company is not responsible for any issues or errors related to the processing of transactions through one our third-party payment services. You understand that you are responsible for any fees associated with using a payment service and that the Company does not control or have access to any financial information provided to Stripe.

As a Seller, you understand that the Company will charges a seller fee on each transaction made through marketplace.tunebat.com. Such fee will be communicated to you via the marketplace.tunebat.com site of in the Seller Agreement. This fee will be automatically deducted from the sale amount before the Seller receives the payment. By listing Scraps for sale or license on marketplace.tunebat.com, you agree to this transaction fee and understand that it is non-negotiable. The Company reserves the right to change the transaction fee at any time by providing you with prior written notice.

As a Seller, you understand that our payment service partners will be responsible for collecting and remitting any necessary sales tax on your behalf for transactions that require them. By using marketplace.tunebat.com, you agree to comply with all applicable sales tax laws and regulations and to provide us or our payment processors with accurate information regarding the location of your business and the goods or services you sell. The Company is not responsible for any errors or issues related to the collection or remittance of sales tax by our payment services. It is the Seller's responsibility to ensure that they comply with all legal requirements related to sales tax.

As a Seller, you understand that the Company is required to provide you with a 1099-K form if you reach certain thresholds of transactions or gross income in a calendar year. The 1099-K form will be provided to you by the Company and will include information about the total dollar amount of payments processed for your business. It's your responsibility to review the information and ensure that it's accurate. You also understand that it's your responsibility to report any income earned through marketplace.tunebat.com to the appropriate tax authorities.

Links from marketplace.tunebat.com

If marketplace.tunebat.com contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party sites linked to marketplace.tunebat.com, you do so entirely at your own risk and subject to the terms and conditions of use for such sites.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files (including Scraps) available for downloading from the internet or marketplace.tunebat.com will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, SCRAPS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF marketplace.tunebat.com OR ANY SERVICES OR ITEMS OBTAINED THROUGH marketplace.tunebat.com OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.

YOUR USE OF marketplace.tunebat.com, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH marketplace.tunebat.com IS AT YOUR OWN RISK. marketplace.tunebat.com, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH marketplace.tunebat.com ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF marketplace.tunebat.com. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT marketplace.tunebat.com, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH marketplace.tunebat.com WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT marketplace.tunebat.com OR ANY SERVICES OR ITEMS OBTAINED THROUGH marketplace.tunebat.com WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE marketplace.tunebat.com, ANY SITES LINKED TO IT, ANY CONTENT ON marketplace.tunebat.com OR SUCH OTHER SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH marketplace.tunebat.com OR SUCH OTHER SITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

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 your violation of these Terms of Use or your use of marketplace.tunebat.com, including, but not limited to, your User Contributions, any use of marketplace.tunebat.com's content, services and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from marketplace.tunebat.com.

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 California 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 notices of copyright infringement claims should be sent to the copyright agent designated in our Privacy Policy in the manner and by the means set forth therein.

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