Sound License.

01Scope and definitions

In this Sound License:

• rooot. means the unincorporated operator defined in the Terms of Service and any permitted successor or assignee that later owns or operates the Service.
• Sound means an audio file, MIDI file, stem, or other sound asset offered in the rooot. catalog.
• Licensed Sound means a Sound that you lawfully redeem with credits or receive as part of a lawfully purchased kit and for which any required payment has not been reversed or charged back. If acquisition occurs through an account, that account must be in good standing at acquisition. A guest kit purchase does not require an account.
• Production means your original musical composition, recording, audiovisual work, game, performance, advertisement, podcast, or other project in which a Licensed Sound is incorporated with meaningful original or other licensed material.
• Royalty-Free Sound means a Sound categorized on rooot. as drums, one-shots, fx, or vocal.
• Clearance-Required Sound means a Sound categorized on rooot. as a loop, MIDI, or stem.
• Source Producer means the producer identified with a Sound. That label is attribution, not a warranty of authorship, ownership, endorsement, registration, or authority.
• Admin-Ingested Sound means a Sound imported, catalogued, or listed by rooot. for a profile that may not yet be controlled by the identified producer.
• Major Label means Universal Music Group, Sony Music Entertainment, Warner Music Group, and their wholly owned subsidiaries, imprints, and joint-venture labels.
• Streams means official, cumulative on-demand audio and audiovisual plays of a Production across distribution and user-generated-content platforms.

The category displayed for a Sound when you obtain it controls. Keep your receipt, entitlement record, and a record of the displayed category and license version.

02Conditional license grant

Subject to your payment, lawful acquisition, and continuing compliance with this Sound License and the Terms of Service, the person who validly owns or controls the applicable rights (the “Licensor”), acting directly or through rooot. as license administrator, grants you the rights below only to the extent that the Licensor owns or controls them and has validly authorized the grant. The license is worldwide, non-exclusive, perpetual, non-transferable, and non-sublicensable and permits you to:

• download and store reasonable working and backup copies of the Licensed Sound for your own use;
• reproduce, edit, and incorporate the Licensed Sound into Productions;
• release, distribute, publicly perform, communicate, monetize, sell, and license those Productions worldwide in any media; and
• authorize collaborators, clients, distributors, labels, broadcasters, platforms, and service providers to use the Licensed Sound only as embedded in a Production and only as needed to exploit that Production.

This is a license, not a sale or assignment of copyright. You do not own the underlying Licensed Sound, and you receive no right beyond what this document expressly grants. Any downstream authorization ends if the Licensed Sound is separated from the Production.

Special rule for Admin-Ingested Sounds. An Admin-Ingested Sound may be offered before the identified Source Producer or another applicable owner has given rooot. signed authorization. Until valid authorization or ratification is obtained, your acquisition provides digital delivery and access, together with only those rights rooot. itself then validly owns or controls; it does not create or transfer rights belonging to an unassenting third party. If an authorized owner later ratifies the license in a signed writing, the license takes effect to the extent and from the date covered by that ratification, without prejudicing rights held by anyone the ratifying person could not bind. You knowingly accept this chain-of-title limitation. Your contractual remedy against rooot. remains the limited remedy in section 11, subject to non-waivable law.

03Royalty-free sounds

For Royalty-Free Sounds, the conditional grant in section 2 permits unlimited commercial releases, copies, sync placements, and Streams without paying rooot. or the Source Producer an additional royalty or clearance fee. No stream threshold or Major Label trigger applies.

“Royalty-free” describes the payment model for the license rooot. is authorized to grant. It is not a warranty of ownership, originality, non-infringement, or freedom from third-party rights, guild fees, performer payments, publishing rights, neighbouring rights, or obligations created by material you add to the Production.

04Clearance-required sounds

A Clearance-Required Sound may be used and commercially released under section 2 without an additional royalty until the first of these events:

1. the Production reaches 1,000,000 cumulative Streams; or
2. the Production is released, acquired, or commercially exploited by or under an agreement with a Major Label.

Before further exploitation after either event, you must contact the Source Producer and obtain any additional written clearance, credit, fee, ownership split, or royalty agreement the Source Producer requires. rooot. is not a party to that negotiation, does not set the terms, and cannot bind the Source Producer unless we separately confirm that authority in writing.

Exploitation occurring before the trigger remains covered, subject to this license. After the trigger, the right to continue exploiting the Production is conditioned on timely clearance. A failure to obtain clearance does not transfer ownership of your Production to rooot. or the Source Producer, but it is a breach of this license and may expose you to claims by the relevant rights holder.

05Modification and production rights

You may chop, crop, pitch-shift, time-stretch, reverse, layer, rearrange, process, and otherwise modify a Licensed Sound as part of a Production. You may combine it with your own or properly licensed music, vocals, performances, and media.

Modifying a Sound does not give you ownership of the underlying Sound, erase the Source Producer’s rights, turn a Clearance-Required Sound into a Royalty-Free Sound, or remove the restrictions below. Your rights in original material you add remain yours, subject to the licensed underlying material.

06Restrictions

You may not, directly or indirectly:

• sell, sublicense, distribute, upload, share, or make a Licensed Sound available alone, as stems, or in a way that lets another person extract or reuse it as a sample;
• include a Licensed Sound in another sample pack, sound library, template library, stock-audio product, preset, loop kit, beat pack, or competing service, even if modified;
• claim ownership of, register copyright in, or register as exclusively yours the underlying Licensed Sound or any substantially identical version;
• register or use a Licensed Sound by itself in Content ID, fingerprinting, rights-management, or automated takedown systems in a manner that blocks the Source Producer, rooot., or another valid licensee;
• transfer this license or share your account, raw files, download links, or entitlement with another person;
• use a Licensed Sound to train, fine-tune, evaluate, or supply a machine-learning or generative model without a separate written license from rooot. and every applicable rights holder; or
• use a Licensed Sound unlawfully, deceptively, or in a way that infringes rights outside the scope of this license.

You may deliver project files or stems containing a Licensed Sound to a genuine collaborator or client only where reasonably necessary to create or exploit your Production, under confidentiality and use restrictions at least as protective as these terms. They may not reuse the Sound outside that Production.

07Catalog, authorization, and title risk

rooot. is a curated marketplace and catalog administrator, not the presumed author or owner of every Sound. Sounds may be uploaded by a registered seller or may be Admin-Ingested Sounds associated with a Seeded Profile. A Seeded Profile may not yet have been registered, reviewed, or claimed by the Source Producer. Attribution, profile verification, catalog review, a receipt, or delivery is not proof or a warranty of authorship, ownership, authority, endorsement, chain of title, or non-infringement.

Sellers and authorized profile claimants grant, adopt, confirm, and, for claimed Admin-Ingested Sounds, retroactively ratify rooot.’s right to administer buyer licenses under the Terms of Service. This Sound License conveys only the rights rooot. actually owns or is authorized to grant. It cannot create rights in material that rooot., a seller, or a claimant did not own or control, and it does not bind a third-party rights holder who did not authorize the license.

You accept the risk that a Sound may be misidentified, disputed, removed, or alleged to include unauthorized material. If you receive a credible rights complaint or notice from us about a Licensed Sound, stop new exploitation while you assess the claim and follow lawful instructions. Contact us promptly so we can preserve the transaction record and investigate.

08Perpetual rights, removal, and termination

A valid license for a lawfully obtained Licensed Sound is perpetual and survives plan cancellation, account closure, later delisting or deletion, a Seeded Profile claim, transfer of profile control, or discontinuation of rooot. It remains subject to the clearance trigger, restrictions, third-party-rights limit, and other conditions in this document.

Removal may end future previews, streaming, access, and re-downloads. It does not by itself revoke a valid license or require you to delete an existing Production or permitted local copy. Keep your own permitted copy and receipt; rooot. does not guarantee permanent hosting or re-download availability.

rooot. may terminate this license for a material breach, fraud, chargeback or reversed payment, unauthorized transfer, or unlawful use. Where the breach is curable, we may give you a reasonable opportunity to cure. On termination, you must stop new use and distribution and delete raw copies, subject to any non-waivable rights and any written resolution we provide.

09Attribution, names, and moral rights

Attribution is not required for Royalty-Free Sounds unless a listing or separate written agreement expressly says otherwise. A Clearance-Required Sound may become subject to a negotiated credit when its clearance trigger occurs. Crediting a Source Producer does not cure missing authorization or clearance.

This license does not grant you rights to use a Source Producer’s name, image, likeness, trademarks, biography, voice, or endorsement in marketing, metadata, or credits except for truthful, non-misleading attribution reasonably connected to the Production. Moral rights and similar personal rights are waived or consented to only to the extent the applicable rights holder has validly done so under the Terms of Service or another agreement.

10Clearance process and producer disputes

Where clearance is required, use the Source Producer contact or profile information then available and keep a signed written agreement. You are responsible for confirming the identity and authority of whoever grants clearance, for all negotiated payments and reporting, and for obtaining label, publisher, collaborator, performer, union, guild, and other approvals relevant to your Production.

rooot. may share contact details or facilitate an introduction where permitted, but has no duty to locate a producer, obtain clearance, mediate, collect royalties, enforce your agreement, or ensure agreement. If a Source Producer cannot be reached, the threshold does not disappear; do not continue exploitation that requires clearance without the necessary written authorization.

11Warranties and limited remedy

To the maximum extent permitted by law, every Sound, attribution, profile, and license is provided “as is” and “as available.” rooot. disclaims all express, implied, statutory, and collateral warranties and conditions, including title, ownership, authority, originality, merchantability, fitness for a particular purpose, quality, accuracy, availability, quiet enjoyment, and non-infringement.

If a Licensed Sound is unavailable, technically defective, materially miscategorized, or subject to a substantiated rights claim, your exclusive remedy against rooot., to the extent permitted by law, is our choice of replacement access, replacement credits, or refund of the amount you actually paid to rooot. for that Sound or affected kit. This does not limit consumer rights that cannot lawfully be excluded.

12Disputes and liability limits

Your dispute with a Source Producer, claimant, collaborator, label, publisher, client, platform, or other rights holder is between you and that party. rooot. is not liable for their acts, agreements, claims, refusal to clear, or demands. You are responsible for your Production, registrations, releases, clearances, and downstream uses.

The disclaimers, indemnity, limitation of liability, dispute procedure, Ontario governing law, and Toronto forum in the Terms of Service apply to this Sound License. Without limiting them, rooot. is not liable for lost royalties, takedowns, blocked releases, lost opportunities, third-party claims, or indirect, special, punitive, or consequential loss to the maximum extent permitted by law.

13Updates, interpretation, and general terms

The version accepted or displayed when you obtain a Sound governs that transaction. We may update this Sound License prospectively for future acquisitions. An update will not reduce a valid license already granted, but a correction that clarifies a category, removes an error, or responds to a rights claim does not expand rights we did not own or control.

This Sound License and the Terms of Service are the entire agreement between you and rooot. about Licensed Sounds, except for written transaction-specific terms. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the rest remains effective. A waiver must be written. You may not assign this license except with our written consent; rooot. may assign its administration with the Service, subject to existing rights.

14Contact

For license questions, clearance routing, or a rights concern, email support@rooot.online. Include your receipt or account email, the Sound or kit URL, the Source Producer, and a description of the intended use or issue.