Terms & Conditions

Please read these Terms and Conditions (The “Terms” or “T&C”) carefully. These T&Cs apply to your use of all the Services (as defined below) which you may access or enjoy as a user of either the Trakjungle Ltd (the “Company”, “Our”, ”Us”, “We”) website or mobile application (the “Site”, “Platform” or “App”). We also provide details regarding our processing of personal data of users in our Privacy Policy. Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Us. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. The Company may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

The Company’s obligations to users of the platform are limited to those specifically detailed herein. No additional obligation may be construed as applicable to the Company by construction or inference except as expressly stated herein.

2.1 Our Service constitutes a technology marketplace platform that enables users of the Company’s mobile applications or websites provided as part of the Services (each, a “Buyer”) to purchase, in the manner stated in these Terms, licenses to audio, literary, visual and other intellectual property works (“Seller Content”) from independent third-party owners of intellectual property works (each a “Seller”). The terms of the grant, use of, and limitation of the license purchased by the Buyer from the Seller are contained in the License Agreement entered into separately between the parties. YOU ACKNOWLEDGE THAT THE COMPANY DOES NOT ITS OWN CAPACITY PROVIDE OR SELL ANY INTELLECTUAL PROPERTY WORKS AND THAT ALL INTELLECTUAL PROPERTY LICENSES ARE PROVIDED BY INDEPENDENT SELLERS WHO ARE NOT EMPLOYED BY THE COMPANY OR ANY OF ITS AFFILIATES AND ARE NOT AGENTS OR AFFILIATES TO THE COMPANY.

2.2 You must be at least 15 years of age, or the age of majority in your province, territory or country, to access our Service. In order to use Our Service and to access any content on Our platform, you represent that any registration and account information that you submit is true, accurate, and complete, and you agree to keep it that way at all times.

2.3 Subject to the terms of the License Agreement, any content accessed through the Service are for your personal and non-commercial use only and may not be shared with any third party. During your membership we grant you a limited, non-exclusive, non-transferable right to access our Service and third-party content. Except for the foregoing, no right, title or interest shall be transferred to you. You agree not to use the service for public performances. Our software applications and the third-party content are licensed, not sold or transferred to you (except where expressly provided in a license), and we and the Sellers retain ownership of all copies of the software applications and the Seller Content even after installation on your devices.

2.4 You agree to use Our Service, including all features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the Service or Seller Content therein, and in accordance with these Terms or the License Agreement. You agree not to archive, reproduce, distribute, modify, display, perform, publish, license, sub-license, create derivative works from, offer for sale, or use (except as explicitly authorized in these Terms of Use and the License Agreement) Seller Content and information contained on or obtained from or through our Service. You also agree not to: circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the our Service; use any robot, spider, scraper or other automated means to access our Service; decompile, reverse engineer or disassemble any software or other products or processes accessible through our Service; insert any code or product or manipulate the content of our Service in any way; or use any data mining, data gathering or extraction method. In addition, you agree not to upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with our Service, including any software viruses or any other computer code, files or programs. We may terminate or restrict your use of our Service if you violate these Terms or are engaged in illegal or fraudulent use of the service.

3.1 To use our Services, You must sign up to create a User Account. To set up your User Account, you are required to provide only a valid email address and password. Following the successful creation of your User Account, You shall be required to update your profile with other personal details (including legal name, bank account information, amongst others). All data collected will be stored and used by the Us in accordance with our Privacy Policy. Visit our Privacy Policy page to see a detailed explanation of how we will use your personal data.

3.2 You may terminate your account at any time by following the steps detailed in the FAQ section of our platform and APP [insert link to explanation on how to delete account]. To understand what happens to your data and information after You delete your account, check our Privacy Policy.

3.3 Unless you cancel your membership before your billing date, you authorize us to charge the membership fee for the next billing cycle. Your membership will continue until terminated.

3.4 We may offer a number of membership plans, some membership plans may have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to you.

4.1 Suspension and Termination by the Company

We reserve the right to suspend or terminate your account or your access to all or part of the Services if:

• You materially or repeatedly breach this Agreement.
• We are required to do so to comply with a legal requirement or a court order.
• We reasonably believe that there has been conduct that creates liability or harm to any user, other third party, the Company or our affiliates.

4.2 Notification of Suspension or Termination

We will notify you with the reason for termination or suspension by Us unless we reasonably believe that to do so:

• Would violate the law or the direction of a legal enforcement authority.
• Would compromise an investigation.
• Would compromise the integrity, operation or security of Our Service.
• Would cause harm to any user, other third party, the Company or Our affiliates.

5.1 The Company shall generate revenue from:

• Subscriptions.
• Seller Content promotion.
• Advertisement.

5.2 You may purchase a paid subscription from the Company by paying a subscription fee plus applicable taxes in advance on a monthly basis or some other recurring interval disclosed to you prior to your purchase through the applicable third-party payment service provider.

5.3 The applicable third-party payment service provider does not represent the Company nor is it affiliated with or an agent of the Company. All payments made to the Company through the payment service provider are made in accordance with the terms of service of the payment service provider and at the risk of the payer.

5.4 You may cancel your membership at any time, and you will continue to have access to our service through the end of your billing period. To the extent permitted by the applicable law, membership payments are non-refundable and we do not provide refunds or credits for any partial membership periods or unused content.

5.5 We may change our subscription plans and the price of our Service from time to time; however, any price changes or changes to your subscription plans will apply no earlier than 2 weeks following notice to you.

5.6 Each Seller and Buyer understands and agrees that the third-party payment service provider may charge a processing fee at checkout. The Company does not charge Sellers a commission on the sale of Seller Content.

5.7 As a Seller and/or Buyer, you are obligated to pay all applicable taxes, fees and other charges imposed by any governmental authority, including, without limitation, any value added tax, goods and services tax, harmonized sales tax and/or provincial or territorial sales tax, duties as it relates to the Services provided under this Agreement. If you are tax-exempt, you will provide Us with an appropriate certificate or other evidence of tax exemption that is satisfactory to Us.

6.1 Processing fees and transaction fees shall be calculated at the time of checkout. The transaction fees shall be refundable from the Seller only where the Seller Content received by the Buyer is substantially different from the content as advertised on the Platform. The Seller Content will be substantially different from the content advertised on the Platform where any number of files advertised to constitute the Seller Content are not delivered to the Buyer including the Stems, Mp3 Trackout, or .wav Trackout.

6.2 Processing fees and transaction fees shall be collected by the third-party payment services provider on our behalf in accordance with their applicable Terms of Service, or by such other means as we may prescribe from time to time.

6.3 The Seller and Buyer agree to be bound by the terms of this Clause, notwithstanding any contrary provision in the License Agreement.

7.1 Sellers may post, upload, or otherwise contribute content to our platform ("Seller Content"). For the avoidance of doubt, "Seller Content" includes all information, materials and other content that is added, created, uploaded, submitted, distributed, or posted to our platform.

7.2 You are solely responsible for all Seller Content that you post.

7.3 You promise that, with respect to any Seller Content you post on the Company platform:

• You own or have the right to post such Seller Content.
• Such Seller Content, or its use by the Company pursuant to the license granted below, does not:
  • Violate these Terms, applicable law, or the intellectual property or other rights of any third party.
  • Imply any affiliation with or endorsement of you or your Seller Content by the Company.
• You have not entered into and shall not enter into to any agreement with any third-party record company, distributor, music publisher, or any other person or entity that would conflict, inhibit, restrict or impair the rights granted to Us or Buyers hereunder or the performance of your obligations under these Terms.

7.4 The Company may, but is not obligated to, monitor or review Seller Content to ensure conformity with the Terms. As such, until expressly notified to the Company, the Company is not aware of any breach of the provisions of these Terms, any third-party intellectual property rights or any applicable law. The Company is not an agent of the Seller and does not accept any liability for any breach of any third-party intellectual property rights, any provision of these Terms, or any applicable law by the Seller.

7.5 By uploading Seller Content, you agree that the Company is not liable or responsible for any use of the Seller Content by a Buyer or other user which is contrary to these Terms. Any claim for breach of intellectual property by a Buyer or other user shall be instituted against such Buyer or user.

7.6 Where a Seller sells an exclusive license to any of its Content, it must not sell, and shall be precluded from selling any further license for the duration of the exclusive license.

7.7 Seller Content that you (the Buyer) purchase in a transaction cannot be guaranteed to be available to you perpetually. For example, if we receive a notification of claimed infringement from a copyright owner or its agent with respect to specific Seller Content, then applicable laws may require us to remove such infringing Seller Content from the Platform and not make it available for future sale and we may also have to deny continued access to anyone who previously purchased such Seller Content. This means that you may lose access to purchased Seller Content previously available to you through the Service. You hereby authorize us to remove or disable access to any Seller Content Pack you have purchased if We receives a valid notification of claimed infringement with respect to such Seller Content.

7.8 If We are required by law to deny access through the Service to previously purchased Seller Content, including by removing access to such Seller Content from a Buyer’s personal collection through any mobile application, then We will not provide the Buyer who purchased that Seller Content with a refund, except as required by applicable law. Buyers bear all risk from the denial of access to any Seller Content purchased through the Service. Buyers are at liberty to proceed against Sellers for Seller Content which is in breach of their License Agreement.

8.1 Grant Of License

You retain all of your ownership rights in uploaded Seller Content. All intellectual property uploaded by Sellers remain vested in the Sellers. Nevertheless, by uploading Seller Content, you grant the following rights: License to the Company: By uploading Seller Content on our platform, you grant us a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use the Seller Content (including to reproduce, distribute, modify, display and perform it) for the purpose of operating, promoting, an improving the Service. License to Users: You grant users of the Service (other than Buyers) a worldwide, non-exclusive, royalty-free license to access your Seller Content on our platform and only to utilize such access as is permitted on our platform. License to Buyer: You grant Buyers a license to the Seller Content in conformity with the License Agreement between the Buyer and the Seller.

8.2 Duration of License

The licenses granted by you to the Company and users (other than Buyers) continue until the Seller Content is removed as described below. Once removed, the licenses will terminate, except where the operation of the Service, use of Seller Content permitted before your removal, or the law requires otherwise. For example, removal of Content by you does not require us to:

• Recall Seller Content that is being used by other users within any limited offline viewing functionality of the Service.
• Delete copies we reasonably need to keep for legal purposes

8.3 Right to Monetize

You grant to us the right to monetize your Seller Content on the Service (and such monetization may include displaying ads on or within Seller Content or charging users a fee for access). This Agreement does not entitle you to any payments other than payments from a Buyer for the purchase of a license.

8.4 Removing Your Content

You may remove your Seller Content from the Service at any time. You must remove your Seller Content if you no longer have the intellectual property over them or rights required by these Terms.

8.5 Removal of Seller Content by the Company

If we reasonably believe that any of your Seller Content:

• Is in breach of these Terms.
• May cause harm to the Company, our users, or third parties.

We reserve the right to remove or take down some or all of such Seller Content. We will notify you with the reason for our action unless we reasonably believe that to do so:

• Would violate the law or the direction of a legal enforcement authority, or would otherwise risk legal liability for the Company or our Affiliates.
• Would compromise an investigation or the integrity or operation of the Service.
• Would cause harm to any user, other third party, the Company or our affiliates.

8.6 Payment for Intellectual Property

The purpose of uploading Seller Content on our Platform is to enable the sale of licenses to Seller Content to Buyers at a price fixed by you. You agree that payment of the purchase price shall be processed through a third-party payment service provider. The Company does not deduct a commission from the proceeds of sale. Any applicable third-party payment processing fees may be deducted before the remaining proceeds are made available for withdrawal after 7 days.

We do not accept any liability for delay in the processing of such payment by the third-party payment service provider, but shall take all reasonable steps to ensure prompt delivery of payment at the time stated above.

We respect intellectual property owners. If you believe that any Seller Content infringes your intellectual property rights, please do any of the following:

• Use this form to submit a notice of the alleged intellectual property infringement
• Send a notice of the alleged intellectual property rights infringement to [email protected]

A notification of an alleged infringement must include as much detail as possible to allow the Company to identify the facts or circumstances, including, where possible:

• Specific identification of each copyrighted work claimed to have been infringed.
• A description of where the material believed to be infringing is located on the Service or the Company’s Websites (please be as detailed as possible and provide a URL to help us locate the material you are reporting).
• Complainant’s contact details including complete name, address, telephone number and email address.
• A statement that the complaining party has a good faith belief that use of the work(s) in the manner complained of is not authorised by the copyright owner, its agent, or the law.
• A statement that the information in the notification is accurate, and that the complaining party is the owner of the right that is allegedly infringed, or agent for the owner.

All Company trademarks, service marks, trade names, logos, domain names, and any other features of the Company brand are the sole property of the Company. These Terms do not grant you any rights to use any Company brand whether for commercial or non-commercial use.

Through our Platform, you will have the ability to access and/or use content provided by Sellers, other users, and/or other third parties and links to websites and services maintained by third parties. We do not review or edit the Seller Content for legal issues and we are not in a position to determine the legality of the Seller Content. You hereby agree that We are not responsible or liable for any disputes, claims, losses, injuries, or damage of any kind related to your access, use, or inability to access or use such third-party content. We also do not provide a guarantee that such third-party content in the Services or elsewhere will be free of material you may find objectionable or otherwise inappropriate or of malware or other contaminants that may harm your computer, mobile device, or any files therein.

In your use of our platform, you may also find links to other websites or applications that We do not control. We are not responsible for the content or any other aspect of these third-party sites, including their collection, processing or use of personal information. You are advised to interact with these websites with caution and you agree to keep us blameless against any harm done to you upon accessing these third-party sites.

Additionally, the Company does not accept responsibility for any payments processed or submitted through third-party sites, or for the privacy policies of any such sites. The Company is not responsible for content available by means of such sites. The Company does not endorse any products or services offered by third parties and We urge our users to exercise caution in using third-party sites.

We care about the security of our users. While We work to protect the security of your account and related information, We cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify Us immediately of any compromise or unauthorized use of your account by emailing [email protected]

Your use of the Platform or Services is at your sole discretion and risk. The Platform, Content Offerings, and Services are provided on an “AS-IS” and “AS AVAILABLE” basis without warranties of any kind from the Company. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SITES OR SERVICES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING;

• THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE PLATFORM OR SERVICES.
• THE SITES OR SERVICES BEING ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED.
• THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED BY THE PLATFORM OR CONTENT OFFERINGS. THE COMPANY MAKES NO COMMITMENT TO UPDATE THE INFORMATION CONTAINED IN THE SITE OR SERVICES.

THE COMPANY FURTHER DISCLAIMS ANY AND ALL LIABILITY RELATED TO YOUR ACCESS OR USE OF THE SERVICES OR ANY RELATED CONTENT. YOU ACKNOWLEDGE AND AGREE THAT ANY ACCESS TO OR USE OF THE SERVICES OR SUCH CONTENT IS AT YOUR OWN RISK.

THE COMPANY DOES NOT WARRANT THAT ANY ESTIMATION OR DESCRIPTION PROVIDED THROUGH THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. THE COMPANY CANNOT AND DOES NOT ACCEPT ANY LIABILITY FOR ANY RELIANCE BY YOU ON SUCH INFORMATION. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS, INACCURACIES, OR OMISSIONS AND TO CHANGE OR UPDATE THE CONTENT AT ANY TIME WITHOUT PRIOR NOTICE.

You agree to indemnify, defend, and hold harmless the Company and its respective employees, directors, officers, subcontractors, service providers, vendors and agents of each, against any and all claims, damages, or costs or expenses (including court costs and attorneys’ fees) that arise directly or indirectly from:

• Breach of these Terms by You.
• Any claim, loss or damage experienced from your use or attempted use of (or inability to use) the Platform or Services, including any transactions that You conduct or attempt;
• Your violation of any law or regulation.
• Your infringement of any right of any third party.
• Any other matters for which You are responsible hereunder or under law. You agree that your use of the Sites or Services, including, without limitation, provision of services in connection with the Sites shall be in compliance with all Applicable Laws, regulations and guidelines and shall not be intended to damage, disable, overload, or impair the Sites or the servers on which it is hosted.

The Company may assign any or all of these Terms, and may assign or delegate, in whole or in part, any of its rights or obligations under these Terms. You may not assign these Terms, in whole or in part, nor transfer or sub-license your rights under these Terms, to any third party.

No delay or omission on the part of the Company in exercising any right, power or remedy under these Terms shall impair such right, power or remedy or be construed as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise of any other right, power, or remedy.

The rights, powers and remedies of the Company provided in these Terms are cumulative and not exclusive of any rights, powers and remedies by law and may be exercised from time to time and so often as the Company may deem expedient.

If at any time, any one or more of the provisions in these Terms is or becomes invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions of these Terms shall not be in any way affected or impaired.

WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, where permitted under the applicable law, unless both you and the Company agree otherwise, no arbitrator or any other dispute resolution forum may consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.

Other than as stated in this section or as explicitly agreed upon in writing between you and the Company, these Terms constitute all the terms and conditions agreed upon between you and the Company and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral. As noted above, other terms and conditions governing use of the our Services are incorporated herein by reference, including the following terms and conditions: the Privacy Policy, and Cookie Policy.

We may make changes to these Terms (including any additional Company terms and conditions incorporated by reference herein) from time to time by notifying you of such changes by any reasonable means, including by posting the revised Terms on the applicable Company Service (provided that, for material changes, we will seek to supplement such notice by email, an in-service pop-up message or other prominent notice within the Service, or other means). Any such changes will not apply to any dispute between you and us arising prior to the date on which the Terms were changed. Your use of the Company Service following any changes to these Terms will constitute your acceptance of such changes. If you do not wish to continue using the Company Service under the updated Terms, you may terminate your account by contacting us. The effective date set forth at the top of this document indicates when these Terms were last changed.

If you have any complaints, please submit your complaint using our online form. This form may be used to report all types of complaints in relation to our Service. We respond quickly to the concerns of our users in order to arrive at a speedy resolution. We offer the following alternative to our online form for complaints only. You may forward written claims to [email protected]

Written complaints must include the following information:

• A description of issue necessitating the complaint.
• Your address, telephone number, and e-mail address.
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and truthful.