Legal
Merchant Service Agreement
The rules and regulations for the use of Trakroom's website, operated by Trackdock LTD.
Trackdock Limited trading as Trakroom
Website: www.trakroom.com
This Merchant Service Agreement (“Agreement”) is entered into between Trackdock Limited, trading as Trakroom (“Trakroom”, “Company”, “we”, “us”, or “our”) and the merchant, producer, artist, business, or other entity that registers for, accesses, or uses the Trakroom platform (“Merchant”, “you”, or “your”).
This Agreement governs the Merchant’s access to and use of the Trakroom platform and related marketplace, technology, payment, digital distribution, licensing, storefront, and other services provided by Trakroom.
By registering for an account, accepting this Agreement electronically, connecting a payment account, creating a storefront, listing products, or otherwise using Trakroom, the Merchant agrees to be legally bound by this Agreement.
DEFINITIONS
For purposes of this Agreement:
“Account” means the Merchant account created to access and use Trakroom.
“Applicable Law” means all laws, regulations, rules, directives, orders, and legally binding requirements applicable to Trakroom, the Merchant, or the Services.
“Customer” means an individual or entity purchasing, licensing, downloading, or otherwise obtaining products or services through a Merchant's Trakroom storefront.
“Digital Products” means digital goods made available by a Merchant through Trakroom, including but not limited to music beats, instrumentals, stems, sound kits, sample packs, sound recordings, licenses, digital files, and related products.
“Merchant” means an individual, company, producer, artist, or other business entity using Trakroom to sell, license, distribute, or otherwise provide products or services to Customers.
“Merchant Content” means all content uploaded, submitted, published, or otherwise provided by a Merchant, including audio files, artwork, photographs, videos, product descriptions, trademarks, logos, metadata, license terms, and other materials.
“Payment Processor” means a third-party financial institution, payment gateway, acquiring bank, card network, mobile money provider, bank-transfer provider, or other payment service provider integrated with Trakroom.
“Platform” means the Trakroom website, software, applications, APIs, merchant dashboard, storefront technology, payment integrations, and related systems operated or made available by Trakroom.
“Services” means the technology, marketplace, storefront, payment integration, digital delivery, licensing, and related services made available by Trakroom.
“Trakroom Fees” means any applicable subscription fees, transaction fees, service fees, commissions, payment-related fees, or other charges disclosed to the Merchant.
THE TRAKROOM PLATFORM
Trakroom provides technology and infrastructure that enables Merchants to create digital storefronts and offer products and services to Customers.
Depending on the features available to the Merchant, the Services may include:
- Merchant storefront creation;
- Digital product hosting and delivery;
- Product and license management;
- Customer checkout;
- Payment processing integrations;
- Order management;
- Customer management tools;
- Sales and transaction reporting;
- Promotional and marketing functionality;
- APIs and technical integrations;
- Other features introduced by Trakroom from time to time.
Trakroom may add, modify, suspend, or discontinue features of the Platform where reasonably necessary to operate, improve, secure, or maintain the Services.
MERCHANT ELIGIBILITY
The Merchant represents that:
- It has the legal capacity to enter into this Agreement;
- All information provided to Trakroom is accurate and complete;
- Where the Merchant operates through a company or other legal entity, the person accepting this Agreement has authority to bind that entity;
- The Merchant will comply with all Applicable Law;
- The Merchant will use the Platform only for lawful business activities.
Trakroom may require additional information or documentation for identity verification, business verification, compliance, fraud prevention, or payment processing purposes.
MERCHANT ACCOUNT
The Merchant is responsible for maintaining the confidentiality and security of its Account credentials.
The Merchant shall:
- Maintain accurate Account information;
- Keep login credentials confidential;
- Promptly notify Trakroom of suspected unauthorized access;
- Maintain appropriate security measures;
- Be responsible for activity occurring through its Account, except where caused by Trakroom's breach or negligence.
Trakroom may suspend access to an Account where it reasonably believes the Account has been compromised, is being misused, or presents a security or compliance risk.
MERCHANT CONTENT
The Merchant retains ownership of Merchant Content uploaded to Trakroom, subject to the rights necessary for Trakroom to provide the Services.
The Merchant grants Trakroom a non-exclusive, worldwide, royalty-free license during the applicable period of use to host, store, reproduce, transmit, display, distribute, and technically process Merchant Content solely as reasonably necessary to:
- Operate the Merchant's storefront;
- Deliver products to Customers;
- Process and complete transactions;
- Provide the Services;
- Display products and storefront information;
- Provide customer support;
- Prevent fraud and abuse;
- Improve Platform functionality;
- Comply with legal obligations.
Trakroom does not acquire ownership of Merchant Content merely because the Merchant uploads or sells it through the Platform.
MERCHANT REPRESENTATIONS REGARDING CONTENT
The Merchant represents and warrants that it owns, controls, or has obtained all rights, permissions, licenses, and consents necessary to upload, sell, license, distribute, and otherwise provide its Merchant Content through Trakroom.
The Merchant shall not upload or sell content that:
- Infringes another person's copyright;
- Violates trademark rights;
- Violates publicity or privacy rights;
- Contains unauthorized third-party material;
- Is fraudulent or misleading;
- Violates Applicable Law;
- Contains malicious software;
- The Merchant does not have the legal right to distribute or license.
The Merchant is solely responsible for claims arising from its Merchant Content.
MERCHANT PRODUCTS AND LICENSES
Where a Merchant sells licenses to music, Beats, sound recordings, stems, or other intellectual property, the Merchant is responsible for clearly defining the rights granted to Customers.
The Merchant is responsible for ensuring that:
- Product descriptions are accurate;
- License terms are clearly communicated;
- Usage restrictions are disclosed;
- Ownership claims are accurate;
- Publishing and master rights are correctly represented;
- Any applicable royalty or credit requirements are clearly stated.
Trakroom does not determine the ownership or legal validity of rights represented by a Merchant unless expressly agreed otherwise.
CUSTOMER CONTRACTS
Unless expressly stated otherwise, the Merchant is the seller or licensor of the products offered through its storefront.
The Merchant is responsible for its contractual relationship with Customers, including:
- Product descriptions;
- Licensing terms;
- Refund policies;
- Delivery obligations;
- Customer support;
- Product quality;
- Intellectual property rights;
- Disputes concerning the Merchant's products.
Trakroom provides technology and infrastructure but does not automatically become the owner, seller, licensor, or creator of Merchant products.
PAYMENT PROCESSING
Trakroom may integrate with third-party Payment Processors to facilitate transactions.
The availability of payment methods may depend on:
- Merchant location;
- Customer location;
- Payment Processor availability;
- Currency;
- transaction type;
- regulatory requirements;
- risk controls;
- Payment Processor policies.
Payment transactions may be subject to the terms, conditions, fees, security requirements, and dispute procedures of the applicable Payment Processor.
The Merchant authorizes Trakroom and its authorized Payment Processors to process transactions initiated through the Merchant's storefront in accordance with this Agreement and applicable payment-provider terms.
SETTLEMENT OF MERCHANT FUNDS
Unless otherwise expressly agreed, funds generated from transactions are intended to be settled to the Merchant through the applicable payment-processing arrangement.
Trakroom does not take ownership of Merchant funds merely because transactions are processed through the Platform.
Settlement timing may depend on:
- The Payment Processor;
- Banking institutions;
- Currency;
- Fraud and risk reviews;
- Chargebacks;
- Refunds;
- Regulatory requirements;
- Merchant verification status;
- Payment-provider settlement schedules.
Trakroom shall not be responsible for settlement delays caused by third-party Payment Processors, banks, card networks, or regulatory authorities.
FEES
The Merchant agrees to pay all applicable Trakroom Fees disclosed during registration, subscription, checkout, or through the applicable pricing information.
Fees may include:
- Subscription fees;
- Transaction fees;
- Marketplace or service fees;
- Additional feature fees;
- Other fees expressly disclosed to the Merchant.
Payment-processing fees charged by third-party providers may apply separately.
Trakroom may change its fees by providing reasonable notice to affected Merchants.
REFUNDS
The Merchant is responsible for establishing and maintaining a refund policy for products sold through its storefront, subject to Applicable Law and any requirements imposed by the relevant Payment Processor.
Where a Customer is entitled to a refund, the Merchant shall cooperate with Trakroom and the relevant Payment Processor in processing the refund.
Trakroom may facilitate refunds where technically necessary but does not assume responsibility for determining whether a Merchant's product should be refunded unless expressly agreed.
CHARGEBACKS AND DISPUTES
A Customer may initiate a chargeback through a Payment Processor or financial institution.
The Merchant acknowledges that chargebacks may result in the reversal of funds previously paid or settled.
The Merchant shall provide reasonable information and evidence requested by Trakroom or a Payment Processor to contest disputed transactions.
Such evidence may include:
- Order information;
- Transaction records;
- Delivery records;
- Download records;
- License information;
- Customer communications;
- Refund information;
- Other evidence demonstrating fulfillment.
The Merchant remains responsible for chargebacks arising from the Merchant's products, services, conduct, or breach of applicable payment rules.
FRAUD AND RISK MANAGEMENT
Trakroom may use reasonable security and fraud-prevention measures to protect the Platform, Merchants, Customers, and Payment Processors.
Trakroom may:
- Review transactions;
- Delay or suspend transactions;
- Request additional verification;
- Restrict certain payment methods;
- Suspend an Account;
- Remove products;
- Restrict access to Services;
- Cooperate with Payment Processors, banks, regulators, or law enforcement.
Where reasonably necessary, Trakroom may temporarily withhold or restrict access to transaction-related funds to address suspected fraud, chargebacks, security issues, or legal requirements.
MERCHANT OBLIGATIONS
The Merchant agrees to:
- Operate its business lawfully;
- Provide accurate information;
- Maintain appropriate customer-service procedures;
- Honor valid purchases and licenses;
- Provide products as described;
- Maintain accurate pricing;
- Maintain appropriate refund and cancellation policies;
- Respond to legitimate Customer issues;
- Protect Customer information;
- Comply with Applicable Law;
- Comply with Payment Processor requirements;
- Maintain appropriate security measures;
- Promptly report security breaches;
- Not misuse payment systems;
- Not engage in fraudulent transactions.
PROHIBITED ACTIVITIES
The Merchant shall not use Trakroom to:
- Sell illegal goods or services;
- Facilitate fraud;
- Launder money;
- Process unauthorized transactions;
- Sell stolen or infringing intellectual property;
- Distribute malware;
- Conduct deceptive activities;
- Circumvent payment restrictions;
- Manipulate transactions;
- Abuse chargeback systems;
- Attempt to compromise Trakroom's infrastructure;
- Collect or misuse Customer information unlawfully;
- Engage in any activity prohibited by Applicable Law.
Trakroom may immediately suspend or terminate access where prohibited activity is suspected.
CUSTOMER DATA
Where Trakroom processes Customer information on behalf of a Merchant, the parties shall comply with applicable data protection requirements.
The Merchant shall only collect, use, access, or process Customer information for lawful purposes.
The Merchant shall maintain appropriate technical and organizational measures to protect Customer information against unauthorized access, loss, misuse, disclosure, or destruction.
DATA SECURITY
Each Party shall maintain reasonable security measures appropriate to the nature of the information and services involved.
The Merchant shall promptly notify Trakroom of any known or reasonably suspected security breach affecting the Platform, Customer information, payment information, or Merchant Account.
Trakroom may take reasonable measures to protect the Platform and affected users following a security incident.
INTELLECTUAL PROPERTY OF TRAKROOM
All intellectual property rights in the Trakroom Platform, including its software, technology, trademarks, branding, interface, databases, systems, APIs, documentation, and underlying technology, belong to Trackdock Limited or its applicable licensors.
Except for the limited rights necessary to use the Services, no intellectual property rights are transferred to the Merchant.
The Merchant shall not:
- Copy Trakroom's software;
- Reverse engineer the Platform except where legally permitted;
- Resell Trakroom technology without authorization;
- Remove proprietary notices;
- Attempt to obtain unauthorized access to Platform systems;
- Use Trakroom trademarks without authorization.
PLATFORM AVAILABILITY
Trakroom will use commercially reasonable efforts to maintain availability of the Platform.
However, the Merchant acknowledges that interruptions may occur because of:
- Maintenance;
- Software updates;
- Security incidents;
- Internet failures;
- Hosting failures;
- Payment Processor outages;
- Banking outages;
- Telecommunications failures;
- Force majeure events;
- Other circumstances outside Trakroom's reasonable control.
Trakroom does not guarantee uninterrupted or error-free operation of the Platform.
THIRD-PARTY SERVICES
Trakroom may depend on third-party providers for payment processing, hosting, cloud infrastructure, communications, analytics, authentication, security, or other services.
The Merchant acknowledges that third-party services may have separate terms and may be subject to availability and operational restrictions outside Trakroom's control.
WARRANTIES
Each Party represents that it has the legal authority to enter into this Agreement.
The Merchant warrants that:
- It has the rights necessary to sell or license its products;
- Its Merchant Content does not knowingly infringe third-party rights;
- Its use of Trakroom will comply with Applicable Law;
- It will not knowingly submit fraudulent transactions;
- Information supplied to Trakroom will be accurate.
Except where expressly stated in this Agreement, the Platform and Services are provided on an “as available” basis to the maximum extent permitted by law.
INDEMNIFICATION
The Merchant shall indemnify and hold harmless Trackdock Limited, trading as Trakroom, its officers, directors, employees, contractors, affiliates, and service providers from claims, losses, damages, liabilities, costs, and reasonable expenses arising from:
- The Merchant's breach of this Agreement;
- Merchant Content;
- Alleged intellectual property infringement by Merchant Content;
- The Merchant's products or services;
- The Merchant's violation of Applicable Law;
- Fraudulent transactions caused by the Merchant;
- Customer claims arising from the Merchant's products;
- The Merchant's misuse of the Platform.
LIMITATION OF LIABILITY
To the maximum extent permitted by Applicable Law, Trakroom shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages arising from the use of the Platform.
Trakroom shall not be responsible for losses caused by:
- Third-party Payment Processors;
- Banks;
- Card networks;
- Telecommunications providers;
- Internet service providers;
- Merchant Content;
- Customer misconduct;
- Unauthorized access caused by the Merchant's failure to maintain account security;
- Events beyond Trakroom's reasonable control.
To the maximum extent permitted by Applicable Law, Trakroom's aggregate liability arising from this Agreement shall not exceed the fees actually paid to Trakroom by the affected Merchant during the twelve (12) months immediately preceding the event giving rise to the claim.
Nothing in this Agreement excludes liability that cannot lawfully be excluded or limited.
SUSPENSION
Trakroom may suspend the Merchant's access to all or part of the Services where reasonably necessary to:
- Protect the Platform;
- Investigate suspected fraud;
- Address security risks;
- Respond to a Payment Processor requirement;
- Comply with Applicable Law;
- Investigate intellectual property complaints;
- Address a material breach of this Agreement;
- Protect Customers or other Merchants.
Where reasonably practicable, Trakroom will notify the Merchant of the reason for suspension.
TERMINATION
Either Party may terminate this Agreement in accordance with applicable notice requirements.
Trakroom may terminate the Agreement immediately where the Merchant:
- Commits a material breach;
- Engages in fraud;
- Uses the Platform unlawfully;
- Repeatedly violates Customer or payment rules;
- Infringes third-party intellectual property rights;
- Creates a material security or compliance risk;
- Becomes insolvent or ceases business operations.
Termination does not eliminate obligations relating to transactions, chargebacks, refunds, intellectual property, confidentiality, indemnification, or liabilities incurred before termination.
EFFECT OF TERMINATION
Following termination:
- The Merchant's access to the Platform may be disabled;
- New transactions may be stopped;
- Existing obligations may continue until properly completed;
- Outstanding refunds and chargebacks may remain payable;
- Applicable Merchant Content may be removed in accordance with Trakroom's procedures;
- The Merchant remains responsible for obligations that survive termination.
Trakroom may retain transaction records and other information where required by law, regulation, security requirements, or legitimate business purposes.
CONFIDENTIALITY
Each Party shall protect confidential information received from the other Party and shall not disclose such information except:
- To employees or contractors who require access;
- To professional advisers;
- To service providers where reasonably necessary;
- Where required by law;
- Where necessary to enforce this Agreement;
- With the consent of the disclosing Party.
Confidentiality obligations shall survive termination where the nature of the information requires continued protection.
FORCE MAJEURE
Neither Party shall be liable for failure or delay caused by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, government action, internet failures, telecommunications failures, widespread cyber incidents, power failures, banking failures, Payment Processor outages, or other comparable events.
The affected Party shall use reasonable efforts to resume performance as soon as reasonably practicable.
RELATIONSHIP OF THE PARTIES
Nothing in this Agreement creates a partnership, joint venture, employment relationship, or general agency relationship between Trakroom and the Merchant.
The Merchant operates its own business independently.
Use of Trakroom does not make the Merchant an employee, partner, franchisee, or legal representative of Trackdock Limited.
ASSIGNMENT
The Merchant may not assign this Agreement or its rights under the Services without Trakroom's prior written consent, except where permitted by Applicable Law.
Trakroom may assign or transfer this Agreement in connection with a merger, acquisition, corporate restructuring, sale of assets, or transfer of the relevant business.
MODIFICATIONS
Trakroom may update this Agreement from time to time.
Where an update materially affects the Merchant's rights or obligations, Trakroom will provide reasonable notice where required.
Continued use of the Services following the effective date of an updated Agreement constitutes acceptance of the updated Agreement, subject to Applicable Law.
SEVERABILITY
If any provision of this Agreement is determined to be invalid or unenforceable, that provision shall be modified or removed to the minimum extent necessary, and the remaining provisions shall remain effective.
ENTIRE AGREEMENT
This Agreement, together with applicable pricing, policies, payment-provider terms, privacy terms, and other terms expressly incorporated into the Services, constitutes the entire agreement between Trakroom and the Merchant concerning the Services.
DISPUTE RESOLUTION
The Parties shall first attempt to resolve disputes through good-faith negotiation.
A formal notice of dispute should be sent to:
Trackdock Limited trading as Trakroom
Email: info@trakroom.com
Phone:+17703292641
If the dispute cannot be resolved amicably, it shall be submitted to the courts or other dispute-resolution mechanism having appropriate jurisdiction under the laws applicable to the Parties and the transaction.
GOVERNING LAW
This Agreement shall be governed by the applicable laws of the Federal Republic of Nigeria, unless a separate written agreement between Trakroom and the Merchant expressly provides otherwise.
## NOTICES
Formal notices to Trakroom under this Agreement shall be addressed to:
TRACKDOCK LIMITED trading as TRAKROOM
Address: 4H, ARC FAROUQ MUSA STREET, Brains and Hammers City, Life Camp, Abuja, FCT, Nigeria
Phone:+17703292641
Attention: Managing Director
Email notices shall be sent to the official Trakroom/Trackdock business email address designated by the Company.
ELECTRONIC ACCEPTANCE
The Merchant agrees that electronic acceptance of this Agreement, including clicking an acceptance button, checking an acceptance box, creating an Account, connecting a payment service, creating a storefront, listing products, or using the Services, constitutes acceptance of this Agreement to the extent permitted by Applicable Law.
Electronic records of acceptance, transactions, communications, and Account activity may be retained and used as evidence of the Merchant's agreement and use of the Services.
CONTACT INFORMATION
TRACKDOCK LIMITED trading as TRAKROOM
Website: trakroom.com
Phone:+17703292641
Address: 4H, ARC FAROUQ MUSA STREET, Brains and Hammers City, Life Camp, Abuja, FCT, Nigeria
Attention: Managing Director
TRACKDOCK LIMITED
Trading as TRAKROOM