Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE TRAXSTERS PLATFORM. BY CREATING AN ACCOUNT, ACCESSING OR USING THIS PLATFORM IN ANY WAY, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS.

1. Introduction and Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you and TRAXSTERS LTD governing your access to and use of the Platform, including all features, content, and services offered therein. By registering an account, browsing the Platform, uploading content, or completing any transaction, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional guidelines or policies incorporated herein by reference.

If you do not agree to these Terms in their entirety, you must not access or use the Platform. If you are using the Platform on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

2. Definitions

For the purposes of these Terms, the following defined terms shall apply:

• "Platform" means the Traxsters website, mobile applications, APIs, and all associated services.

• "Beat" means any musical composition, sound recording, instrumental track, loop, sample pack, or other audio content uploaded to the Platform.

• "Producer" means any registered user who uploads Beats to the Platform for licensing or sale.

• "Buyer" means any registered user who browses, purchases, downloads, or licenses Beats from the Platform.

• "License" means the non-exclusive or exclusive rights granted to a Buyer to use a Beat as set out in the applicable license agreement.

• "User Content" means any content — including Beats, artwork, profile information, text, and metadata — submitted by users to the Platform.

• "Earnings" means the net proceeds accrued to a Producer from completed sales, after deduction of applicable platform fees.

• "Exclusive License" means a license granting a single Buyer sole usage rights to a Beat, after which the Beat is removed from further sale.

• "Non-Exclusive License" means a license permitting multiple Buyers to independently license and use the same Beat simultaneously.

• "Prohibited Content" means any content that violates Section 7 of these Terms.

3. Eligibility and Account Registration

3.1 Eligibility

To use the Platform, you must be at least 18 years of age (or the age of legal majority in your jurisdiction, if higher). By using the Platform, you represent and warrant that you meet this requirement. If you are under 18, you may only use the Platform with the verifiable consent and supervision of a parent or legal guardian who agrees to these Terms on your behalf. TRAXSTERS LTD reserves the right to request age verification at any time.

3.2 Account Registration

You must create an account to access certain features of the Platform, including uploading Beats, making purchases, and managing your profile. When registering, you agree to:

• Provide accurate, current, and complete information during the registration process.

• Maintain and promptly update your account information to keep it accurate and complete.

• Choose a secure password and keep it confidential.

• Notify us immediately of any unauthorized use of your account at support@traxsters.com.

• Accept responsibility for all activities that occur under your account.

You may not create multiple accounts, use another user's account without permission, or register using false or misleading information. TRAXSTERS LTD reserves the right to suspend or terminate accounts that violate these requirements.

3.3 Account Security

You are solely responsible for maintaining the confidentiality of your login credentials. TRAXSTERS LTD will not be liable for any loss or damage arising from unauthorized access to your account resulting from your failure to adequately protect your credentials. We will never ask for your password via email or unsolicited communication.

4. Platform Services

4.1 For Producers

Producers may use the Platform to upload, manage, promote, and sell licenses to their Beats. By uploading a Beat, you represent that you are the sole owner of all intellectual property rights in the Beat, or that you have obtained all necessary rights, clearances, and permissions to upload and license such Beat on the Platform.

Producers retain ownership of their intellectual property subject to the licenses granted to Buyers and the limited license granted to TRAXSTERS LTD as described in Section 8. Producers are solely responsible for setting pricing, selecting license types, and ensuring that their Beats do not infringe any third-party rights.

4.2 For Buyers

Buyers may browse the Platform, preview Beats, and purchase licenses under the terms specified by the Producer for each Beat. Purchases are subject to the specific license terms applicable to each Beat (e.g., Basic, Premium, Unlimited, or Exclusive), which govern how the Beat may be used, distributed, and monetized.

Buyers are responsible for reading and understanding the applicable license terms prior to completing a purchase. TRAXSTERS LTD does not guarantee that any Beat will be available for purchase at any specific time, and reserves the right to modify or delist Beats at its discretion.

4.3 License Types

The following general license categories are available on the Platform. The specific rights granted under each license are detailed in the license agreement presented at checkout:

• Basic (MP3) License: A non-exclusive license permitting limited personal or commercial use, with distribution and streaming caps.

• Premium (WAV) License: A non-exclusive license with higher distribution limits and access to WAV stems.

• Unlimited License: A non-exclusive license with no distribution caps, suitable for broad commercial use.

• Exclusive License: An exclusive license granting sole usage rights to a single Buyer; the Beat is removed from further licensing upon purchase.

Producers may configure custom license terms. All license agreements are between the Producer and the Buyer. TRAXSTERS LTD facilitates the transaction but is not a party to the underlying license agreement.

5. Fees, Payments, and Payouts

5.1 Platform Fees

TRAXSTERS LTD charges a service fee on each completed transaction on the Platform. The applicable fee schedule is published on the Pricing page of the Platform and may be updated from time to time. By completing a transaction, you agree to the fee schedule in effect at the time of the transaction.

5.2 Payments by Buyers

All purchases must be made through the payment methods supported by the Platform, which may include debit/credit cards, bank transfers, and third-party payment processors. All prices are displayed in the currency selected on the Platform. You are responsible for any applicable taxes, duties, or levies that may apply to your purchase under applicable law.

By submitting payment information, you represent that you are authorized to use the payment method provided. TRAXSTERS LTD uses industry-standard encryption and partners with reputable payment processors; however, we are not responsible for errors or failures caused by third-party payment providers.

5.3 Producer Payouts

Producers will receive their Earnings in accordance with the payout schedule and minimum threshold specified on the Platform. Payouts may be made via bank transfer, mobile money, or other methods as made available. Producers are solely responsible for ensuring that their payout information is accurate and up to date.

TRAXSTERS LTD reserves the right to withhold Earnings pending investigation of suspected fraudulent activity, intellectual property disputes, or violations of these Terms. We may also withhold or reverse payouts in connection with chargebacks, refunds, or legal proceedings.

5.4 Taxes

You are solely responsible for determining and fulfilling your own tax obligations arising from your use of the Platform, including income tax, VAT, and withholding tax obligations where applicable. TRAXSTERS LTD does not provide tax advice. For transactions involving Nigerian residents, withholding tax may be deducted in accordance with applicable FIRS regulations.

5.5 Refund Policy

Due to the digital and immediately accessible nature of Beat licenses, all sales are final and non-refundable once a download has been initiated. TRAXSTERS LTD is a marketplace platform and not the seller or payment processor; accordingly, we bear no direct liability for issuing refunds. In exceptional circumstances — specifically, verified technical failures, duplicate charges, or proven fraudulent transactions — any applicable refund obligation lies solely with the Producer (seller) whose Beat was involved in the transaction. Buyers seeking resolution in such cases should contact support@traxsters.com within 7 days of the transaction date, and TRAXSTERS LTD will facilitate communication with the relevant Producer. TRAXSTERS LTD reserves the right to mediate disputes between Buyers and Producers but is under no obligation to issue refunds from its own funds.

6. Intellectual Property Rights

6.1 Ownership of User Content

Producers retain all intellectual property rights in and to the Beats they upload to the Platform, subject only to the licenses granted herein and to Buyers. By uploading a Beat, you represent and warrant that:

• You are the original creator and sole rights holder of the Beat, or have obtained all necessary rights to upload and license it.

• The Beat does not incorporate any samples, loops, or third-party materials without the appropriate clearances or licenses.

• Uploading the Beat and licensing it through the Platform does not infringe the intellectual property rights of any third party.

• You have not previously granted any exclusive license that would prevent you from licensing the Beat through the Platform.

6.2 License to TRAXSTERS LTD

By uploading User Content to the Platform, you grant TRAXSTERS LTD a worldwide, royalty-free, non-exclusive, sublicensable license to host, display, reproduce, distribute, promote, and otherwise use your User Content solely for the purposes of operating, maintaining, and promoting the Platform and your content thereon. This license does not transfer ownership of your content to TRAXSTERS LTD and terminates upon removal of your content from the Platform, subject to any licenses already granted to Buyers.

6.3 TRAXSTERS LTD Intellectual Property

The Platform and all of its content and technology — including but not limited to the Traxsters name and logo, design elements, software, algorithms, databases, and documentation — are the exclusive intellectual property of TRAXSTERS LTD and its licensors. Nothing in these Terms grants you any right, title, or interest in the Platform or TRAXSTERS LTD's intellectual property. You may not copy, modify, reverse engineer, distribute, or create derivative works based on the Platform without our prior written consent.

6.4 Copyright Infringement (DMCA & Nigerian Copyright Act)

TRAXSTERS LTD respects the intellectual property rights of others and complies with the Nigerian Copyright Act (Cap C28, LFN 2004) and internationally recognized copyright principles. If you believe that any content on the Platform infringes your copyright, please submit a written notice to legal@traxsters.com including:

• Your full name, address, and contact information.

• A description of the copyrighted work you claim has been infringed.

• The URL or location of the allegedly infringing content on the Platform.

• A statement that you have a good-faith belief that the use is not authorized.

• A statement that the information in your notice is accurate and, under penalty of perjury, that you are the rights holder or authorized to act on their behalf.

Upon receiving a valid infringement notice, TRAXSTERS LTD will promptly investigate and, if appropriate, remove the infringing content. Repeat infringers will have their accounts terminated.

7. Prohibited Conduct and Content

You agree not to use the Platform for any unlawful, harmful, or unauthorized purposes. The following conduct is strictly prohibited:

7.1 Prohibited Content

You may not upload, share, or distribute any content that:

• Infringes the copyright, trademark, or other intellectual property rights of any third party.

• Contains unlicensed samples, interpolations, or recordings of third-party artists.

• Is defamatory, obscene, pornographic, or harmful to minors.

• Promotes violence, terrorism, hate speech, or discrimination based on race, gender, religion, nationality, sexual orientation, or disability.

• Contains malware, viruses, or any other harmful code.

• Is designed to deceive, defraud, or mislead other users or TRAXSTERS LTD.

7.2 Prohibited Platform Use

You may not:

• Use the Platform to engage in fraudulent transactions, charge-backs, or money laundering.

• Attempt to gain unauthorized access to any account, system, or network associated with the Platform.

• Use automated tools, bots, scrapers, or crawlers to access, extract, or manipulate Platform data without our prior written permission.

• Circumvent, disable, or interfere with any security feature or access control of the Platform.

• Use the Platform to harvest or collect personal data of other users without their consent.

• Upload Beats that you do not own or have rights to, or sell counterfeit licenses.

• Engage in review manipulation, fake streaming, or artificial inflation of play counts or sales figures.

• Post spam, unsolicited promotional messages, or engage in any deceptive marketing practices on the Platform.

8. Privacy and Data Protection

Your use of the Platform is subject to our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the collection, processing, and use of your personal data as described in our Privacy Policy.

TRAXSTERS LTD complies with applicable Nigerian data protection laws, including the Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Act 2023. We implement appropriate technical and organizational measures to protect your personal data against unauthorized access, alteration, disclosure, or destruction.

We may share your data with trusted third-party service providers (including payment processors and cloud providers) under contractual obligations of confidentiality, and as required by applicable law or regulatory authority. We do not sell your personal data to third parties for marketing purposes.

9. Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRAXSTERS LTD EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• Any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

• Any warranty that the Platform will be uninterrupted, error-free, secure, or free of viruses or other harmful components.

• Any warranty regarding the accuracy, completeness, reliability, or quality of any content on the Platform.

• Any warranty that defects will be corrected or that any specific feature will be available at any given time.

Your use of the Platform is entirely at your own risk. TRAXSTERS LTD does not warrant or represent that any Beat available on the Platform is free of third-party intellectual property claims or suitable for any specific commercial use.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRAXSTERS LTD, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, data, goodwill, or business opportunities.

• Unauthorized access to or alteration of your content or data.

• Any conduct or content of third parties on the Platform.

• Interruption or cessation of Platform services.

• Bugs, viruses, or other harmful components transmitted through the Platform by third parties.

IN ALL CASES, TRAXSTERS LTD'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO TRAXSTERS LTD IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) TEN THOUSAND NAIRA (NGN 10,000.00).

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain types of damages; accordingly, the above limitations may not apply to you to the extent prohibited by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless TRAXSTERS LTD, its subsidiaries, affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of or access to the Platform.

• Any User Content you upload, submit, or otherwise make available on the Platform.

• Your violation of these Terms or any applicable law or regulation.

• Your infringement of any intellectual property or other rights of any third party.

• Any dispute between you and another user arising from transactions conducted on the Platform.

TRAXSTERS LTD reserves the right, at your expense, to assume exclusive control of any matter for which you are required to indemnify us, and you agree to cooperate fully with our defense of such matters.

12. Termination and Suspension

12.1 Termination by You

You may terminate your account at any time by contacting support@traxsters.com or using the account deletion feature in your account settings. Upon termination, your right to use the Platform will cease immediately. Termination does not entitle you to a refund of any fees paid, and any licenses already granted to Buyers of your Beats will remain valid.

12.2 Termination by TRAXSTERS LTD

TRAXSTERS LTD may, in its sole discretion, suspend or terminate your account and access to the Platform at any time, with or without notice, for reasons including but not limited to:

• Violation of these Terms or any applicable law.

• Suspected fraudulent, abusive, or illegal activity.

• Failure to pay any amounts owed to TRAXSTERS LTD.

• Receipt of intellectual property infringement notices related to your content.

• Extended periods of account inactivity.

12.3 Effect of Termination

Upon termination, TRAXSTERS LTD may delete your account data and User Content from the Platform, subject to our data retention obligations. Any Earnings accrued and eligible for payout at the time of termination will be paid in accordance with our standard payout schedule, unless withheld due to a violation or dispute. Sections 6, 8, 9, 10, 11, 14, 15, and 16 of these Terms shall survive termination.

13. Third-Party Services and Links

The Platform may contain links to third-party websites, applications, or services that are not owned or controlled by TRAXSTERS LTD. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party services. We encourage you to review the terms and privacy policies of any third-party services you access through the Platform.

TRAXSTERS LTD may integrate with third-party tools such as payment processors, social media platforms, and analytics providers. Your use of such integrations is subject to the respective terms of service of those third parties.

14. Modifications to the Platform and Terms

TRAXSTERS LTD reserves the right, at any time and in its sole discretion, to modify, suspend, or discontinue any aspect of the Platform — including its features, pricing, content, and availability — with or without prior notice. We will not be liable to you or any third party for any such modifications, suspensions, or discontinuations.

We may revise these Terms at any time by posting an updated version on the Platform. Material changes will be communicated via email to the address associated with your account or via a prominent notice on the Platform at least 14 days before taking effect. Your continued use of the Platform after the effective date of any revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must discontinue use of the Platform.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating any formal dispute process, you agree to first contact TRAXSTERS LTD at legal@traxsters.com to attempt to resolve the matter informally. We will endeavor to respond within 30 business days. Many disputes can be resolved quickly through this process.

15.2 Mediation

If a dispute cannot be resolved informally within 60 days of notice, either party may refer the dispute to mediation administered by a mutually agreed mediator in Lagos, Nigeria. The costs of mediation shall be shared equally unless otherwise agreed.

15.3 Arbitration

If mediation is unsuccessful, any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be finally settled by binding arbitration in accordance with the Arbitration and Conciliation Act (Cap A18, LFN 2004) of Nigeria. The seat of arbitration shall be Lagos, Nigeria. The language of the arbitration shall be English. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction.

15.4 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS-ACTION LAWSUITS OR CLASS-WIDE ARBITRATION. All disputes must be brought in your individual capacity only and not as a plaintiff or class member in any purported class or representative proceeding.

16. Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles.

Subject to the arbitration clause above, you irrevocably submit to the exclusive jurisdiction of the courts of Lagos State, Nigeria, for the resolution of any disputes not subject to arbitration.

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional guidelines or policies published on the Platform, constitute the entire agreement between you and TRAXSTERS LTD with respect to your use of the Platform and supersede all prior agreements, representations, or understandings.

17.2 Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the validity and enforceability of the remaining provisions.

17.3 Waiver

TRAXSTERS LTD's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver of any provision of these Terms will only be effective if in writing and signed by an authorized representative of TRAXSTERS LTD.

17.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without TRAXSTERS LTD's prior written consent. TRAXSTERS LTD may freely assign its rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

17.5 Force Majeure

TRAXSTERS LTD shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, cyberattacks, internet outages, government actions, strikes, or pandemics.

17.6 Language

These Terms are written in the English language. In the event of any conflict between an English-language version and a translated version, the English version shall prevail.

18. Contact Information

If you have any questions, concerns, or requests regarding these Terms or the Platform, please contact us at:

TRAXSTERS LTD

Federal Republic of Nigeria

General Inquiries: support@traxsters.com

Legal / Copyright: legal@traxsters.com

Website: www.traxsters.com

— END OF TERMS OF USE —

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