These Terms of Service (these "Terms") are a binding agreement between you and BAGR, Inc., a Wyoming corporation ("BAGR," "we," "us," or "our"). The BAGR mobile application, websites, live-streaming and auction features, marketplace, software, and related services are the "Platform" or the "Services."
By creating an account, accessing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and to comply with all applicable laws. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.
PLEASE READ THESE TERMS CAREFULLY. SECTION 29 CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE TO RESOLVE DISPUTES WITH BAGR ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION AND WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR JURY TRIAL, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 29.
SECTION 7 PROVIDES THAT BIDS PLACED IN LIVE AUCTIONS ARE BINDING AND THAT WINNING AN AUCTION CREATES AN IMMEDIATE PAYMENT OBLIGATION AND A BINDING BEAT LICENSE. SECTION 15 PROVIDES THAT, EXCEPT FOR THE AUTOMATIC REFUND DESCRIBED IN SECTION 9 OR AS REQUIRED BY LAW, ALL SALES ARE FINAL.
a. Minimum Age. You must be at least 13 years old (or the higher minimum age required in your jurisdiction) to use the Services. The Services are not directed to children under 13, and BAGR does not knowingly collect personal information from children under 13. Where applicable, BAGR limits data collection for minors in accordance with the Children's Online Privacy Protection Act ("COPPA") and other applicable laws.
b. Users Under 18; Guardian-Managed Accounts. If you are between 13 and 17 years old, you may use the Services only through an account created, owned, and controlled by your parent or legal guardian, with their permission and under their supervision. All account information — including name, identity, contact, payment, and payout information — must be that of the parent or legal guardian. The parent or legal guardian is the account holder and contracting party for all purposes; is bound by these Terms and by every transaction completed through the account, including every bid, purchase, sale, and Beat License; and is responsible for all activity on the account, whether or not authorized.
c. Minor Creators; Licensing Authority. Where a minor creates Beats or other content through a guardian-managed account:
(1) the parent or legal guardian enters each Beat License generated through the account as the contracting party, on behalf of themselves and the minor, and the guardian and the minor are jointly and severally responsible for the Licensor's obligations under that license;
(2) the guardian represents and warrants that they have all authority necessary to grant the licenses, and to make the representations and warranties, in each such Beat License with respect to works created by the minor, including under Section 14 of the Beat License; and
(3) the guardian shall supervise and ensure the minor's compliance with these Terms and each Beat License, including the made-live, originality, delivery, and exclusivity obligations. All payment methods must belong to the guardian, and all payouts are made only to the guardian, who is responsible for the resulting obligations, including taxes. Payment processors may impose their own age and verification requirements.
d. Age and Identity Misrepresentation. Providing false age, identity, or guardian-consent information is a material breach of these Terms. To the fullest extent permitted by law, a user who misrepresents their age or identity agrees that they remain bound by the transactions they enter and responsible for the obligations they incur, and may not rely on their age to avoid those obligations. Any adult whose identity, payment method, or credentials are used to create or operate an account is responsible for all activity on that account, whether or not such use was authorized. BAGR may suspend or terminate accounts, cancel transactions, and withhold payouts in connection with suspected age or identity misrepresentation.
To access the platform, you must register an account. You agree to provide and maintain true, accurate, current, and complete registration information, including a valid email address capable of receiving transactional messages. You are responsible for all activity under your account and for keeping your credentials confidential. Notify us immediately at support@bagr.app of any unauthorized use of your account. We are not liable for losses arising from your failure to safeguard your credentials. You may not sell, transfer, or share your account, and you may not create an account for anyone other than yourself (or your minor child, as described in Section 2).
BAGR may require age or identity verification at any time — including through government-issued ID, liveness or facial age-estimation checks, payment-method authorization, or other commercially reasonable methods — as a condition of creating an account, bidding, selling, receiving payouts, or continuing to use the Services, and may suspend accounts, cancel transactions, or withhold payouts pending verification. Verification may be requested at account creation, at the time of a transaction, or in response to risk signals or reports.
BAGR is a live marketplace where music Creators ("Creators," "Producers," "Licensors," or "Sellers") create instrumental works ("Beats") live on stream and auction exclusive licenses to those Beats — for use in the Buyers' own recordings and commercial projects — to winning bidders ("Buyers," "Artists," or "Licensees"). Users who watch without transacting are "Viewers."
BAGR is a neutral technology provider. BAGR:
(1) is not a party to any Beat License or other agreement between users;
(2) does not take ownership, title, or possession of any Beat;
(3) does not verify, investigate, monitor, or adjudicate authorship, ownership, originality, clearance, or rights status;
(4) does not guarantee credit, royalties, compensation, or any commercial or artistic outcome; and
(5) does not act as a publisher, distributor, label, manager, agent, auctioneer of record, broker, fiduciary, or legal representative of any user.
All transactions, representations, warranties, and license agreements are made solely between users, and BAGR has no responsibility or liability arising from them.
Capitalized terms not defined in these Terms have the meanings given in the BAGR Exclusive License (the "Beat License"), the current version of which is available for review in the app. In particular: "Live Auction" means a real-time auction conducted through the Platform during or following a live creation session; "Purchase Date" means the date the winning Buyer successfully completes payment upon the close of a Live Auction; "Delivery Confirmation," "Beat Not Delivered," "Problem with Delivery," and "Automatic Refund" have the meanings given in the Beat License; and "Split Mode" means the revenue-split configuration selected by a Creator that is written into Section 5 of each Beat License generated from that Creator's auctions.
These Terms incorporate by reference the Privacy Policy, the Beat License, and any additional policies or fee schedules presented through the Platform. The Beat License governs the license transaction between the Licensor and the Licensee for each completed Live Auction; BAGR is not a party to it, and it is incorporated into these Terms for disclosure, consistency, and Platform-operation purposes only.
In the event of a conflict:
(1) with respect to use of the Platform — including auctions, bidding, delivery and review mechanics, payments, fees, refund administration, content rules, and account matters — these Terms control; and
(2) with respect to the license rights and obligations between a Licensor and a Licensee in a completed transaction, the applicable Beat License controls. This hierarchy mirrors Section 27(f) of the Beat License.
a. Sessions and Listings. Creators may host live sessions in which a Beat is created and auctioned. The starting price, auction duration, and other listing parameters are set by the Creator within the options the Platform makes available. BAGR may establish minimum standards for sessions and auctions and may modify available auction formats at any time.
b. License Preview; Version Lock. Before and during each Live Auction, an unexecuted preview of the Beat License — including the Creator's selected Split Mode — is available for review through the auction interface. The Beat License version made available during the auction is the version that governs that transaction, regardless of later template updates. Preview copies are unexecuted and are not a record of any sale; the executed license, with transaction details, is delivered to both parties upon Delivery Confirmation.
c. Bids Are Binding. Placing a bid is a binding offer to purchase the Exclusive License to the auctioned Beat at the bid amount, on the terms of the previewed Beat License. By placing a bid you represent that you have had the opportunity to review the Beat License, and your bid constitutes your electronic acceptance of it in accordance with its Section 28. You may not retract a bid except where the Platform expressly permits or where BAGR determines, in its reasonable discretion, that a bid was placed in error. BAGR reserves the right to cancel any bid or auction that it reasonably determines to be erroneous, fraudulent, manipulated, or in violation of these Terms.
d. Winning; Payment; Purchase Date. When a Live Auction closes, the highest valid bid wins. By bidding, the winning Buyer authorizes BAGR and its payment processors to charge the Buyer's payment method for the winning bid amount, plus applicable fees and taxes, immediately upon auction close. Successful payment establishes the Purchase Date, upon which the Beat License binds both parties and the Creator's delivery and exclusivity obligations arise. If payment fails, the Buyer must cure within the period specified by the Platform; failure to cure may result, at BAGR's discretion, in cancellation of the transaction, award to another bidder or relisting of the Beat, restriction or termination of the Buyer's account, and collection of amounts owed.
e. Creator Framework Consent. By registering as a Creator, listing a Beat, initiating a Live Auction, or delivering Beat files through the Platform, each Creator agrees that every completed Live Auction automatically generates a Beat License between the Creator and the winning Buyer, on the then-current version of the Beat License displayed during that auction and incorporating the Creator's Split Mode in effect when the auction began. The Creator's conduct in listing, auctioning, and delivering constitutes the Creator's electronic signature to each such Beat License, in accordance with its Section 28.
f. Auction Integrity. You may not: bid on your own auction or arrange for others to do so on your behalf (shill bidding); manipulate, inflate, or suppress bidding through coordinated activity, bots, or multiple accounts; interfere with another user's ability to bid; or use a Live Auction to advertise or solicit the off-Platform sale of the Beat being auctioned in order to avoid Platform fees. Nothing in these Terms restricts a Creator's off-Platform sale of works that have not been auctioned or sold through the Platform.
a. Live Creation; Originality. Every Beat auctioned on BAGR must be an original work created by the Creator live during the Platform session in which it is auctioned. Creators may not auction pre-existing, previously sold, previously licensed, or previously released works, and may not present a work substantially completed off-stream as having been created live. These requirements mirror the Creator's representations and warranties in Section 14 of the Beat License, and a Creator's breach of them is a breach of both these Terms and the applicable Beat License.
b. Production Tools; AI. Creators may use instruments, DAWs, sample libraries, plug-ins, and other production tools, provided the Creator owns or controls all rights necessary to license the resulting Beat exclusively as required by the Beat License. Creators are solely responsible for ensuring that any generative-AI or similar tools they use produce output the Creator has the legal right to license on an exclusive basis; content that the Creator cannot exclusively license may not be auctioned.
c. Permanent Removal; No Relisting After Refund. Upon the exclusive sale of a Beat on BAGR, the Beat is permanently removed from new sales on the Platform. If a transaction is rescinded through an Automatic Refund, the Beat is not currently eligible to be relisted or re-auctioned on the Platform, consistent with the Platform's made-live, one-of-one model; all rights in the Beat remain with the Creator, who may exploit it outside the Platform. BAGR may modify this relisting policy in the future as contemplated by Section 16(d)(2) of the Beat License.
d. No Verification. The made-live and originality requirements are obligations and representations of Creators only. BAGR does not verify, guarantee, police, or enforce the originality, provenance, uniqueness, or off-Platform availability of any Beat, and makes no representation that any Beat is not available elsewhere.
a. Delivery Window. The Creator must upload the Beat in WAV format, together with all stems made available for the Beat, within twenty-four (24) hours after the close of the Live Auction. If the Buyer reports a Problem with Delivery, the Creator must upload corrected files within twenty-four (24) hours after the problem notice is sent. Failure to meet either window constitutes a Beat Not Delivered under the Beat License.
b. Review; Conformity Standard. Delivered files are made available to the Buyer for review through the Platform. Review access is preview-only: the Buyer may not download the files until Delivery Confirmation. Problems with Delivery reported by the Buyer (each, a "Problem Report," shown in the app as "Delivery Problem") are limited to verifiable file defects — such as corrupted or unplayable files, the wrong beat delivered, missing or incomplete stems, delivered audio that is not the Beat auctioned, or files that fail to meet the Platform's published technical delivery specifications — and are submitted through the structured options the Platform provides.
Delivered files conform if they embody the same underlying musical work created and auctioned during the live session, as embodied in the session recording, including its essential musical elements (melody, harmony, rhythm, principal sounds, tempo, and key). By bidding, the Buyer approves the Beat as presented during the live session and acknowledges and fully accepts that the Creator may apply customary finishing and post-session refinement — mixing, mastering, editing, arrangement cleanup, sound-quality improvements, and removal of stream artifacts — before delivery, provided it does not materially alter those essential elements, as further set forth in Section 16 of the Beat License. Stylistic and taste preferences are not delivery defects. The session recording serves as the reference for conformity, and the Platform's published technical specifications serve as the reference for file quality.
c. Attempts; Automatic Refund. If the Creator has made three (3) delivery attempts — the initial upload plus up to two corrective uploads — and the Buyer has reported a Problem with Delivery in response to each, or upon a Beat Not Delivered, the Platform automatically refunds the full purchase price to the Buyer and the transaction is rescinded in accordance with Section 16 of the Beat License.
d. Deemed Acceptance. If the Buyer neither provides Delivery Confirmation nor reports a Problem with Delivery within seventy-two (72) hours after delivered files are made available for review, Delivery Confirmation is deemed given, as provided in Section 16(e) of the Beat License. Delivery Confirmation, once given or deemed given, is final and irrevocable, whether or not the Buyer reviewed the files, and the Creator's payout becomes eligible for release in accordance with Section 14(c).
e. Countdowns and Reminders. The Platform may display delivery countdowns and send reminders to Creators and Buyers. All such notifications are a courtesy only; each party's deadlines and obligations apply whether or not any reminder is sent, received, or seen.
f. Delivery Problem Reports; Report Disputes; Abuse. BAGR administers the delivery-and-review process and may, in doing so, compare delivered files against the session recording, including through the automated audio-comparison and fingerprinting tools described in Section 20.
A Delivery Problem Report that BAGR reasonably determines does not identify a qualifying delivery defect — including Problem Reports contradicted by the session recording or based on stylistic or taste preferences — may be dismissed.
A Creator who believes a Delivery Problem Report does not identify a qualifying defect may dispute it through the Platform (a "Report Dispute," i.e., "Dispute" inside the app). A Report Dispute is an administrative request within the Platform's delivery-and-review process only; it is not a legal claim or dispute for purposes of Section 29 (Dispute Resolution; Arbitration), and it is not a payment dispute or chargeback for purposes of Sections 13 and 15.
Submitting a Report Dispute does not suspend or extend any delivery deadline unless BAGR expressly states otherwise, and BAGR may pause or extend deadlines while a review is pending. Whether and how to review any Delivery Problem Report or Report Dispute remains within BAGR's sole discretion.
A dismissed Delivery Problem Report does not constitute a Problem with Delivery, does not count toward the three delivery attempts, does not impose a corrective-upload obligation on the Creator, and does not extend the Buyer's review period.
A dismissal issued after an Automatic Refund has been processed does not reverse the refund or reinstate the transaction. BAGR's determinations in administering the delivery-and-review and refund process are final for purposes of Platform administration, without limiting any rights the Creator and Buyer may have against each other under the Beat License. Submitting false, frivolous, or bad-faith Problem Reports — including Problem Reports intended to obtain a refund while capturing or retaining the Beat, or taste complaints disguised as delivery defects — violates these Terms, and BAGR may take account action, deny refund eligibility where permitted by law, and pursue other remedies against abusive reporters.
g. Creator Delivery Standards. Creators are expected to deliver the beat master file and all stems on time, correctly, and in conformance with the Platform's published technical delivery specifications — at minimum, stereo WAV (PCM) files at 16-bit depth and a 44.1 kHz sample rate, with stems aligned, labeled by sound or instrument, and together comprising the full Beat — as updated by BAGR from time to time. BAGR may track delivery performance (including missed windows, Problem Reports, and Automatic Refunds) and may, at its discretion, restrict auction privileges, require additional verification, or suspend or terminate Creators whose delivery failures harm Buyers or the Platform.
h. Exclusive Remedy. The correction and Automatic Refund process described in this Section 9 and in Section 16 of the Beat License is the Buyer's sole and exclusive remedy for delivery defects and nonconformity, as set forth in the Beat License. This does not limit remedies for breach of the Creator's representations and warranties under Section 14 of the Beat License.
a. Recording Consent. Live sessions are streamed and recorded. By hosting, appearing in, or participating in a live session (including through chat), you consent to the session's capture, storage, and replay through the Platform, and you grant the license described in Section 11 with respect to that content.
b. Session Archives and Exclusivity. Recordings of live sessions ("Session Recordings") may remain available through the Platform after a Beat is sold, including as the reference recording for delivery review and as an archive of the auction. The continued availability of a Session Recording in which a Beat was created or performed does not violate, and is not limited by, the exclusivity granted under any Beat License. Buyers acknowledge that the exclusivity they purchase concerns the right to license and use the Beat for new recordings, not the removal of the session in which it was made.
c. Stream Conduct. Conduct during live sessions — including audio, video, chat, and on-screen material — is subject to the Acceptable Use Policy in Section 22. Creators are responsible for all material performed or displayed during their sessions, including third-party music played on stream.
"User Content" means content you upload, create, stream, or transmit through the Services, including Beats, stems, Session Recordings and your appearance and performance therein, audio, video, images, text, chat, profile information, and metadata. You represent and warrant that you own or control all rights necessary to provide your User Content and that it does not infringe, misappropriate, or violate any third party's intellectual property, publicity, privacy, or other rights.
You grant BAGR a non-exclusive, worldwide, royalty-free, sublicensable (solely to service providers assisting BAGR) license to host, store, reproduce, transmit, display, perform, adapt (for technical purposes such as encoding, formatting, and excerpting), and distribute your User Content solely to the extent reasonably necessary to: (1) operate, provide, maintain, and improve the Services, including auctions, delivery and review, Session Recordings, and anti-piracy systems; and (2) promote and market the Services and your content on and off the Platform, including in previews, clips, social media, and advertisements, with attribution where practicable. You also grant BAGR a royalty-free license to use your name, username, image, and likeness to identify you as the source of your User Content in connection with the foregoing.
For clarity, this license does not grant BAGR the right to sell or license your Beats to any third party, does not transfer ownership of any User Content, and does not diminish the one-of-one exclusivity sold through the Platform. This license survives account termination to the extent necessary for completed transactions, Session Recordings, and legal compliance, and, for the marketing and promotion of the Services, continues with respect to Session Recordings, excerpts and clips thereof, and content you made publicly available through the Services before termination.
You may request removal of marketing uses as described in the Privacy Policy; upon such request, BAGR will not create new marketing materials featuring your identifiable name, image, or likeness and will use commercially reasonable efforts to discontinue existing uses. We have no obligation to pre-screen User Content but may refuse, remove, or restrict any User Content at our discretion. You use and rely on User Content at your own risk, and we have limited ability to control or monitor infringement of your rights by others and assume no responsibility for doing so. Feedback, suggestions, and ideas you submit about the Services are non-confidential, and you grant BAGR a perpetual, irrevocable, royalty-free right to use them for any purpose without restriction, compensation, or attribution.
Users may reference third-party artists solely to describe the style, sound, or creative influence of their content — including through the Platform's "Inspired by" tags, user-entered references, or descriptions such as "type beat" or "in the style of." Such references are descriptive only and must not state or imply endorsement, affiliation, sponsorship, or participation by the referenced artist or any rights holder. The Platform may offer standardized artist-name tags, and may allow users to enter their own artist references, as a search and discovery convenience; a user's selection or entry of an artist reference is that user's own descriptive statement about their content, and neither the availability, selection, nor entry of any reference implies any endorsement, affiliation, or approval by, or connection with, the referenced artist.
User-entered artist references may be reviewed in aggregate to improve the Platform's available tags and discovery features. Users may not use artist names, likenesses, logos, or trademarks in a misleading manner. BAGR does not verify or approve artist references; may add, remove, or modify available tags at any time; and may remove or modify any content, reference, or metadata that it reasonably determines violates this Section or applicable law. Users are solely responsible for their selection, entry, accuracy, and lawful use of artist references, descriptions, tags, and metadata.
The Platform provides standardized tools allowing Creators to select a Split Mode and related default license settings from the options BAGR makes available, which may change over time. Split Mode selections apply prospectively to future auctions only. All license terms, including economic terms, are fixed and binding solely as reflected in the Beat License generated for each transaction; later changes to a Creator's settings do not affect previously generated licenses. BAGR does not advise users on the selection of any Split Mode or economic term; makes no representation regarding the fairness, suitability, or commercial reasonableness of any selection; and does not negotiate, calculate, administer, collect, distribute, or enforce royalties or other downstream revenue between users.
a. Fees. BAGR charges the following Platform fees, at the current rates stated below and in the Platform's published fee schedule:
(1) a Buyer Service Fee, currently four percent (4%) of the winning bid amount, added to each auction sale and charged to the Buyer at auction close; and
(2) a Creator Commission, currently fifteen percent (15%) of the winning bid amount, deducted from the sale proceeds before payout to the Creator.
Platform fees are charged for BAGR's marketplace, auction, delivery, and transaction services. All applicable fees and taxes are disclosed before you place a bid or complete a transaction, and the rates disclosed at the time of a transaction control for that transaction. BAGR may modify its fees and fee structure with reasonable notice, which may be provided through the Platform, updated Terms, or at checkout; changes apply prospectively only.
For illustration only: on a $100 winning bid, the Buyer is charged $104.00, and the Creator's payout is calculated from $85.00, in each case before taxes and any processor-required adjustments.
b. Payment Processing. Payments are processed by third-party payment processors (such as Stripe, or Apple and Google in-app purchase systems where required by their policies), subject to their independent terms. The amount charged at auction close includes the winning bid, the Buyer Service Fee, and applicable taxes, as disclosed before bidding. Where a purchase is completed through Apple or Google, refunds for that purchase are governed by Apple's or Google's policies and BAGR cannot issue them. You agree to pay all fees and charges you incur, including taxes.
c. Payouts to Creators. Creator payouts for auction sales equal the winning bid amount less the Creator Commission and any taxes or processor-required adjustments, and are released following Delivery Confirmation, subject to processing times, holds, reserves, or reversals required by processors, applicable law, or fraud prevention.
The Creator Commission applies to auction sale proceeds only — it does not apply to Master Revenue, Publishing Revenue, or any other downstream revenue shared between Buyers and Creators under the Beat License, none of which BAGR collects, administers, or takes any share of. Creators are responsible for maintaining accurate payout and tax information; BAGR is not responsible for delays or failures caused by processors or inaccurate account information.
d. Delinquent Amounts. If your payment method is declined for amounts you owe, you must promptly provide an updated method and cure the balance. Unpaid balances may result in suspension or termination of your account, offset against payouts, and collection efforts, to the extent permitted by law.
Each auction sale is the grant of an exclusive license to a one-of-one work, delivered and accepted through the Platform's delivery-and-review process. Except for:
(1) the Automatic Refund described in Section 9 and in Section 16 of the Beat License;
(2) refunds required by applicable law or applicable payment-network rules; or
(3) refunds BAGR expressly determines to issue in cases of duplicate charge, transaction error, fraud, or other payment-processing issues, all sales are final and non-refundable.
You authorize BAGR to withhold, delay, or reverse payouts in connection with chargebacks, refunds, fraud investigations, or disputes. Initiating a chargeback in bad faith with respect to a transaction you authorized is a violation of these Terms. For consumers in jurisdictions with a statutory right of withdrawal for digital content, delivery of your files commences when you access or download them, with your express consent given at that time, and you acknowledge that the right of withdrawal is lost upon commencement of delivery; thereafter this Section applies in full.
The Platform may allow users to send voluntary tips. Tips are gratuitous, non-refundable, and do not purchase any license, ownership, or other rights, and create no obligation of any kind on the recipient. Tips may be subject to a Platform fee, as stated in the Platform's published fee schedule and disclosed at or before the time of tipping. Where tips are offered in connection with a completed transaction, the Platform may impose minimum and maximum tip amounts.
You are solely responsible for determining, reporting, and paying all taxes applicable to your use of the Platform and earnings derived from it. Where required by law, BAGR or its payment processors may calculate, collect, withhold, or remit taxes and will disclose such amounts at checkout or in payout statements, and may require tax documentation (such as IRS Forms W-9 or W-8) as a condition of payouts.
Balances or funds that remain unclaimed for the statutory dormancy period will be handled in accordance with applicable unclaimed-property and escheatment laws and remitted to the state of your last known address or as otherwise required by law.
The Services contain material protected by copyright, trademark, and other laws, owned by BAGR and third parties. Subject to your compliance with these Terms, BAGR grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purposes. Except for rights expressly granted under a Beat License you have entered into, content accessed through the Services is for your personal, non-commercial use.
BAGR complies with the Digital Millennium Copyright Act. If you believe content on the Platform infringes your copyright, submit a notice containing the information required by 17 U.S.C. § 512(c)(3) to Designated Agent for DMCA Notices, BAGR, Inc:
Attn: DMCA Compliance, 1603 Capitol Ave, Ste 415, PMB 478279, Cheyenne, WY 82001 or dmca@bagr.app.
Upon receipt of a valid notice, BAGR may remove or disable access to the identified content and notify the uploading user, who may submit a counter-notification in accordance with applicable law. BAGR will terminate the accounts of repeat infringers in appropriate circumstances.
Formal DMCA notices may be submitted through the Platform's DMCA takedown form or directly to the designated agent identified above; other in-app reports, including copyright concerns submitted by anyone other than the rights holder or its authorized agent, are handled under these Terms and BAGR's content policies and do not constitute DMCA notices.
BAGR may use audio fingerprinting, watermarking, hashing, content recognition, session-recording comparison, and other automated or manual tools ("Anti-Piracy Measures") to detect duplicate or substantially similar content, support takedown and repeat-infringer processes, verify delivery conformity, enforce Platform rules and licenses, and maintain Platform integrity. Anti-Piracy Measures are not guaranteed to detect all unauthorized uses, and nothing in this Section obligates BAGR to monitor content or adjudicate ownership or infringement.
As between you and BAGR, BAGR owns all right, title, and interest in and to the Platform, including its software, technology, interfaces, trademarks, logos, branding, and the selection, arrangement, and presentation of content made available through the Platform. Except for the limited license in Section 19, no rights in the Platform are granted to you.
You agree not to upload, post, stream, or engage in any activity that:
a. Rights. Infringes or misappropriates another person's intellectual property, publicity, or privacy rights; contains uncleared samples, pirated files, or stolen content; or that you lack the right to provide under law or contract.
b. Conduct. Is harassing, threatening, hateful, defamatory, obscene, sexually explicit, exploitative of minors, violent, discriminatory, or otherwise objectionable in our sole judgment; doxes or abuses other users; or is inappropriate for a community that includes users as young as 13.
c. Marketplace Integrity. Engages in shill bidding, bid manipulation, coordinated inflation or suppression of auctions, false or bad-faith problem reports, bad-faith chargebacks, capture or retention of Beat files without Delivery Confirmation, circumvention of download gating, or use of a Live Auction to solicit the off-Platform sale of the auctioned Beat to avoid Platform fees.
d. Platform Misuse. Attempts to circumvent Anti-Piracy Measures, paywalls, or technical protections; scrapes, reverse engineers, or misuses the Services or any API (other than automated access to the publicly accessible pages of bagr.app permitted by its robots.txt file); introduces viruses or harmful code; interferes with or disrupts the Services; constitutes spam or unauthorized commercial solicitation; poses a privacy or security risk to any person; or violates any applicable law.
Violations may result, at BAGR's discretion and without notice or liability, in content removal, loss of auction or bidding privileges, withholding of payouts in connection with fraud or abuse investigations, suspension or termination of accounts, and any other appropriate action. This policy is non-exhaustive, and BAGR may act against conduct that violates the spirit of these Terms or poses risk to the Platform, its users, or third parties.
BAGR may offer experimental features ("Beta Features") on an "AS IS" and "AS AVAILABLE" basis, without warranties, and may modify or discontinue them at any time. You use Beta Features at your own risk. BAGR does not guarantee that the Platform will be uninterrupted, timely, secure, or error-free, and may suspend, modify, or discontinue any part of the Services at any time — including during live sessions and auctions — without liability, except where prohibited by law. If a technical failure attributable to the Platform prevents completion of a Live Auction or delivery, BAGR may, at its discretion, cancel the affected transaction and direct any appropriate refunds.
Your use of the Services is subject to the BAGR Privacy Policy.
a. Transactional Messages. By creating an account, you consent to receiving transactional emails, in-app messages, and push notifications necessary to operate your account and the Services — including auction results, bid and purchase confirmations, delivery deadlines, review countdowns, payout notices, security and verification alerts, and notices of changes to these Terms, the Beat License, or the Privacy Policy. These messages are part of the Services, and you may not opt out of them while your account remains open, though you may control push notifications through your device settings.
b. Marketing Messages. You agree that BAGR may send you marketing communications — including new drops, feature announcements, promotions, and offers — beginning when you create your account. You may turn these off at any time in your account settings or through the unsubscribe link included in every marketing email, and BAGR will honor your request promptly and in any event within the time required by applicable law.
c. Jurisdictions Requiring Prior Consent. If you are located in a jurisdiction whose law requires consent before marketing communications may be sent — including the European Economic Area, the United Kingdom, and Canada — BAGR will send you marketing communications only if you opt in, except where an exemption for existing customers applies under that law. Section 33 governs which law applies to you.
d. Effect of Opting Out. Opting out of marketing communications does not stop transactional messages under Section 24(a) and does not affect any obligation under these Terms or any Beat License, including delivery, payment, and payout obligations.
The Services may integrate with or link to third-party services, including payment processors, app stores, analytics, and content-recognition providers. Your use of any third-party service is governed solely by that third party's terms and policies. BAGR does not control and is not responsible for third-party services, and any dispute concerning them must be resolved directly with the applicable provider.
THE SERVICES, INCLUDING ALL CONTENT, TOOLS, FEATURES, LICENSES, DOCUMENTATION, SESSION RECORDINGS, AND MATERIALS MADE AVAILABLE THROUGH THE PLATFORM, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BAGR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, AND QUIET ENJOYMENT.
WITHOUT LIMITING THE FOREGOING, BAGR MAKES NO WARRANTY THAT: THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; ANY CONTENT IS ACCURATE, COMPLETE, LAWFUL, OR NON-INFRINGING; ANY USER HAS ANY PARTICULAR RIGHTS, OWNERSHIP, OR AUTHORITY WITH RESPECT TO ANY CONTENT; ANY BEAT IS ORIGINAL, CREATED LIVE, OR UNAVAILABLE ELSEWHERE; ANY AUCTION WILL ACHIEVE ANY PARTICULAR PRICE; OR ANY LICENSE OR DOCUMENTATION WILL ACHIEVE ANY PARTICULAR COMMERCIAL, LEGAL, OR BUSINESS OUTCOME. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND BAGR IS NOT RESPONSIBLE FOR THE ACTS, OMISSIONS, CONTENT, OR TRANSACTIONS OF ANY USER OR THIRD PARTY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) IN NO EVENT SHALL BAGR OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR LOSS OF USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICES; ANY CONTENT OR LICENSE PURCHASED, OBTAINED, OR ACCESSED THROUGH THE SERVICES; UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR DATA; THE STATEMENTS, CONDUCT, OR CONTENT OF ANY USER OR THIRD PARTY; OR ANY OTHER MATTER RELATING TO THE SERVICES, UNDER ANY LEGAL THEORY. (B) TO THE MAXIMUM EXTENT PERMITTED BY LAW, BAGR'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES PAID BY YOU TO BAGR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED U.S. DOLLARS (US$100). THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND EACH IS INTENDED TO BE SEVERABLE AND INDEPENDENT: IF ANY LIMITATION IS HELD UNENFORCEABLE, THE REMAINING LIMITATIONS REMAIN IN FULL EFFECT, AND LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE THAT THESE LIMITATIONS ARE A FUNDAMENTAL ELEMENT OF THE BARGAIN AND THAT BAGR WOULD NOT PROVIDE THE SERVICES, OR WOULD CHARGE MATERIALLY HIGHER FEES, WITHOUT THEM. (C) SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS; IN SUCH JURISDICTIONS, THE ABOVE APPLIES ONLY TO THE EXTENT PERMITTED BY LAW.
You are solely responsible for your interactions with other users and third parties, including Creators, Buyers, Viewers, payment processors, and distributors. BAGR has no liability for such interactions and reserves the right, but has no obligation, to intervene in disputes between users.
To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless BAGR, its affiliates, and their respective officers, directors, employees, and agents from and against all third-party claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
(1) your User Content;
(2) your use of the Services;
(3) your breach of these Terms, any Beat License, or applicable law;
(4) your violation or alleged violation of any third-party rights, including intellectual property, publicity, privacy, or contractual rights; or
(5) your transactions, interactions, or disputes with other users.
This obligation includes claims arising from your failure to obtain necessary rights or clearances, misuse of third-party services, violation of export or sanctions laws, or attempts to circumvent Platform safeguards, and is in addition to any indemnity obligations in the Beat License. BAGR may, at your expense, assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with our defense.
You release BAGR and its affiliates, officers, directors, employees, and agents from all claims, demands, and damages of every kind, known and unknown, arising out of or in any way connected with disputes between you and other users or third parties. If you are a California resident, you waive California Civil Code Section 1542 ("A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."); residents of other jurisdictions waive any comparable statute or doctrine. You acknowledge that you enter this release freely, knowingly, and voluntarily.
a. Scope. These Terms affect interstate commerce, and the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Section. This Section is to be interpreted broadly and governs all disputes between you and BAGR, including claims based in contract, tort, statute, fraud, or any other legal theory; claims that arose before these Terms or any prior agreement; and claims that arise after termination of these Terms.
b. Informal Resolution First. Before filing any formal claim, you agree to email legal@bagr.app with a description of the dispute (including the email address associated with your account, if any) and allow thirty (30) days for the parties to attempt in good faith to resolve the matter informally. Good-faith informal resolution efforts are a precondition to initiating arbitration or litigation.
c. Binding Arbitration. Except for individual claims properly filed in small-claims court and claims for temporary or injunctive relief to prevent actual or threatened infringement, fraud, abuse, or misuse of the Services, all disputes between you and BAGR shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, using the AAA rules and procedures in effect when the arbitration is initiated, excluding any rules permitting class actions. The arbitrator, and not any court or agency, has exclusive authority to resolve all disputes regarding the interpretation, applicability, enforceability, or formation of these Terms, including whether any part is void or voidable and whether a claim is subject to arbitration. The arbitrator may grant any relief available in court under law or equity; the award shall be written, is binding, and may be entered as a judgment in any court of competent jurisdiction.
d. Seat; Time Limit. The seat of arbitration is Cheyenne, Wyoming. For any matter not subject to arbitration, you submit to the exclusive jurisdiction of the state and federal courts located in Wyoming. To the extent permitted by law, any claim arising out of or relating to the Services or these Terms must be filed within one (1) year after it arose or be permanently barred.
e. Class-Action and Jury Waiver. You and BAGR each waive the right to a jury trial and the right to bring or participate in any class, collective, or representative action. The arbitrator may not consolidate claims without all parties' consent. If a court or arbitrator determines that this class-action waiver is void or unenforceable as to a particular dispute, or that an arbitration may proceed on a class basis, then the arbitration agreement in this Section is null and void in its entirety as to that dispute.
f. Opt-Out. You may opt out of this arbitration agreement by emailing arbitration-optout@bagr.app within thirty (30) days of creating your account, including your name, the email address associated with your account, and the subject line "Arbitration Opt-Out." If you timely opt out, disputes will be resolved in court subject to the governing-law and venue provisions of these Terms. Material changes to this Section apply prospectively only. If any portion of this Section (other than the class-action waiver as described above) is found unenforceable, the remainder remains in effect.
g. User-to-User Disputes. Disputes between users — including disputes between Creators and Buyers regarding Beat Licenses, credit, royalties, or related obligations — are solely between those users. BAGR is not a party to such disputes unless expressly agreed in writing.
a. By You. You may stop using the Services and delete your account at any time. Deleting your account does not affect obligations arising from transactions completed or in progress before deletion, including delivery obligations, payment obligations, and Beat Licenses already binding.
b. By BAGR. We may suspend or terminate your account or access to the Services, and remove or disable any User Content, at any time, with or without notice, where we reasonably determine such action is necessary for business, legal, security, or compliance reasons, or that you have violated these Terms, posed a risk to the Platform or its users, or engaged in fraud or abuse. If you are blocked, you agree not to circumvent the block. We are not liable to you or any third party for any termination or suspension.
c. In-Flight Transactions. If an account is suspended or terminated while a transaction is in progress, BAGR may complete, cancel, or unwind the transaction as it reasonably determines, including by directing an Automatic Refund where delivery cannot be completed. Termination does not affect Beat Licenses already granted under completed transactions.
d. Survival. Provisions concerning licenses granted, payment obligations, intellectual property, disclaimers, indemnification, releases, limitations of liability, dispute resolution, and governing law survive termination.
We may modify or discontinue the Services, in whole or in part, at any time. We may update these Terms from time to time; if we make material changes, we will provide reasonable notice (for example, by in-app notification or email). Continued use of the Services after the effective date of updated Terms constitutes acceptance. Changes to these Terms do not modify any Beat License already generated, and material changes to Section 29 apply prospectively only.
These Terms, together with the documents they expressly incorporate by reference (including the Privacy Policy, the Beat License with respect to the transactions it governs, and any fee schedules or additional terms presented at the time of use or transaction), constitute the entire agreement between you and BAGR regarding the Services and supersede all prior or contemporaneous agreements and understandings between you and BAGR relating to the Services. Conflicts between these Terms and the Beat License are resolved as set forth in Section 6.
BAGR is operated from the United States. These Terms and any dispute arising out of or relating to the Services are governed by the laws of the State of Wyoming, without regard to conflict-of-law rules, except to the extent mandatory consumer-protection laws of your place of residence apply and cannot be waived. If you are a consumer located outside the United States, nothing in these Terms limits non-waivable statutory rights available to you under local law. By using the Services, you acknowledge that your personal data may be transferred to and processed in the United States and other jurisdictions in accordance with the Privacy Policy and applicable data-protection laws. This Section does not alter Section 29.
You agree to comply with all applicable U.S. export-control and sanctions laws and regulations. You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions or embargoes, and that you are not on any U.S. government restricted-party list.
If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect. Our failure to enforce any provision is not a waiver. You may not assign these Terms without our prior written consent; BAGR may assign these Terms in connection with a merger, acquisition, sale of assets, reorganization, or by operation of law. You are responsible for your own devices, internet connection, and any related charges.
Notices to BAGR should be sent to:
BAGR, Inc., 1603 Capitol Ave, Ste 415, PMB 478279, Cheyenne, Wyoming 82001.
Legal notices: legal@bagr.app.
Copyright notices: dmca@bagr.app.
Support: support@bagr.app.