Terms of Service.

01Acceptance and incorporated terms

These Terms of Service (“Terms”) are a binding agreement between you and rooot., the unincorporated operator of the rooot. website, applications, marketplace, and related services operating from Ontario under the trade name “rooot.” (the “Operator” and, collectively, the “Service”). rooot. is not currently a corporation or other separate legal person. “rooot.,” “we,” “us,” and “our” mean that unincorporated operator and any permitted successor or assignee that later owns or operates the Service. rooot.’s contact channel is in section 20.

The “rooot. Parties” are the Operator; the rooot. operation; any person or entity that later owns or operates the Service or assumes these Terms; and their respective affiliates, owners, officers, directors, employees, contractors, agents, service providers, licensors, licensees, successors, and assigns. A reference to a rooot. Party includes that party only to the extent the applicable provision expressly protects it.

You accept the version of these Terms linked beside an affirmative action when you intentionally select “create account,” “buy,” “redeem,” “start your claim,” “connect Stripe,” “upload,” “list,” or another control that expressly states the action constitutes acceptance. Merely viewing a public page does not by itself constitute acceptance. Continued use after notice of an updated version constitutes acceptance only where applicable law permits; where express assent is required, the updated terms do not bind you until you affirmatively accept them. If you do not agree, do not take the acceptance action or use the affected Service.

Our Privacy Policy explains how we handle personal information. The Sound License governs your use of each downloaded sound. The Seller Terms govern seller activity. Checkout terms, claim notices, promotion rules, and other content-specific or transaction-specific terms shown when you transact are also incorporated. If they conflict, the content-specific or transaction-specific terms control for that subject, then the Seller Terms or Sound License as applicable, then these Terms.

You consent to receive agreements, disclosures, notices, receipts, and records electronically and agree that your electronic actions and records satisfy any legal requirement for a writing or signature, to the fullest extent permitted by law.

02Eligibility, authority, and accounts

You must be at least 13 years old to use the Service. If you are below the age of majority where you live, a parent or legal guardian must review and accept these Terms for you and supervise your use. You must be at least 18, the age of majority where you live, or acting through a parent, guardian, or authorized legal entity to sell content, receive payouts, or claim a producer profile.

If you use the Service for another person, company, label, publisher, estate, collective, or other organization, you represent and warrant that you are authorized to bind it, grant the rights in these Terms, and act for every applicable rights holder. “You” includes that person or organization.

Provide accurate, current information; keep credentials and claim links confidential; and promptly update changes. You are responsible for activity through your account and for anyone you authorize. Tell us immediately at support@rooot.online about unauthorized access. We may reject usernames, require reverification, merge duplicate records, or deny, suspend, or reverse a claim if identity, authority, security, fraud, or conflicting-rights concerns arise.

03Definitions and our marketplace role

In these Terms:

• Content means sounds, kits, audio, MIDI, stems, artwork, names, handles, biographies, metadata, links, messages, and other material on the Service.
• Seller Content means Content a seller uploads, lists, submits, adopts through a claim, or otherwise makes available through the Service.
• Seeded Profile means a producer or catalog profile that rooot. created or populated before it was linked to a registered producer account.
• Admin-Ingested Content means Content that rooot. or its personnel imported, catalogued, encoded, or listed for a Seeded Profile from material associated with an identified producer or catalog.
• Claimant means a person who starts or completes a claim for a Seeded Profile.
• Producer or Seller means the person identified with Content or the account controlling the applicable producer profile, as context requires. Identification is not a warranty of authorship, ownership, endorsement, or authority.

rooot. provides a curated marketplace, catalog, discovery, licensing, payment, and delivery service. Except where we expressly say otherwise, producers and buyers are independent users, not our employees, partners, agents, franchisees, or representatives. We do not act as a talent agent, manager, publisher, collecting society, fiduciary, trustee, escrow provider, bank, or legal adviser. No account balance or earnings display creates a trust, deposit account, security interest, or ownership interest in particular funds.

We may curate, rank, feature, price-display, review, accept, reject, relabel, correct metadata for, or remove Content. Catalog placement, verification, a blue check, attribution, statistics, or our review does not guarantee identity, ownership, quality, legality, availability, sales, streams, earnings, or endorsement.

04Plans, credits, purchases, and billing

Prices, taxes, and payment authorization

Prices, currency, plan features, credit quantities, trial details, and taxes are shown at the point of offer or checkout and may change prospectively. You authorize us and our payment processor to charge the payment method you provide for purchases, renewals, applicable taxes, chargebacks, reversals, and authorized adjustments. You are responsible for taxes and fees not collected by us.

Subscriptions and trials

Paid plans renew automatically at the cadence and price disclosed at checkout until cancelled. Cancellation takes effect at the end of the current paid period unless applicable law requires otherwise. An eligible account may receive one card-required Starter trial under the offer shown at signup or checkout. Trial eligibility is determined by our records, may be limited to accounts that have never held a subscription, and may be denied or revoked for duplicate accounts, prior trials, abuse, or failed verification. Unless cancelled before the disclosed trial end, the plan converts to a paid renewing subscription.

Credits

Credits are limited, revocable contractual rights to redeem eligible sounds on the Service. They are not money, stored value, property, a gift card, or transferable, and they have no cash value. We may grant a one-time signup or promotional credit allotment to eligible accounts. Paid-plan credits roll over without a cap while the subscription remains active. If a plan ends, remaining plan credits remain redeemable for 30 days and then expire. Purchased top-up credits do not expire while the account remains active and in good standing. Unless the Service states otherwise, plan and promotional credits are used before top-up credits.

We may correct ledger errors; reverse credits associated with refunds, reversals, chargebacks, fraud, duplicate grants, or abuse; and change future credit pricing or redemption requirements. We will not revoke a valid Sound License solely because plan credits later expire.

Kits, delivery, and refunds

Kit purchases are one-time digital-content purchases separate from subscriptions and credits. Access and download methods may differ for account and guest purchases. Because digital content is delivered immediately, purchases are final and non-refundable except where required by law or expressly approved by us. If we grant a refund, we may revoke the related entitlement, download access, credits, or license to the extent permitted by law. Contact us promptly about duplicate charges, billing errors, or broken delivery.

Plugin purchases (software instruments and effects listed by sellers) are one-time digital-software purchases delivered as downloadable installers, and the same delivery, finality, and refund terms apply. Your use of a plugin is governed by the seller’s own license terms as shown on the plugin page or delivered with the download; where the seller states none, you receive a personal, non-transferable license to install and use the plugin on the devices you own. rooot. does not author, test, warrant, or support third-party plugins beyond scanning uploads for known malware before delivery; the seller is responsible for the software, its updates, its compatibility, and any activation it requires.

Nothing in these Terms excludes a refund, cancellation right, warranty, or other consumer protection that cannot lawfully be excluded or waived.

05Buyer licenses and downloaded content

When you lawfully redeem a sound or buy a kit and we deliver or make the content available to you, you receive the rights described in the Sound License that applied to that transaction, but only to the extent those rights are owned or controlled by rooot. or the applicable rights holder. A download, entitlement record, receipt, or producer attribution does not transfer copyright or guarantee chain of title.

A validly granted Sound License survives cancellation, later delisting, a producer claim, profile control transfer, account termination, or shutdown of the Service, subject to that license and applicable law. Removal may end future streaming, previews, access, and re-downloads. You are responsible for keeping permitted local copies and transaction records.

You must comply with the sound category, clearance threshold, resale restriction, and other conditions shown in the full Sound License. You are responsible for clearing every other element of your project and for confirming that your intended use does not violate third-party rights or law.

06Seeded profiles and admin-ingested content

To build, organize, and operate the catalog, rooot. may create Seeded Profiles and place Admin-Ingested Content in the Service before the identified producer registers or controls the profile. We may use publicly available or otherwise obtained names, professional identifiers, profile information, artwork, links, kit metadata, and associated content to identify, attribute, preview, market, offer, license, deliver, and account for that catalog.

A Seeded Profile is an unclaimed catalog record used to identify and attribute material associated with a producer or catalog. It does not state or imply that the identified producer has registered, reviewed or authorized the listing; endorses, sponsors, is affiliated with, or is represented by rooot.; or made any representation to a buyer. Admin ingestion, our review, attribution, or availability is not a representation or warranty that rooot. owns the Content, that the identified producer owns every right in it, or that every use is non-infringing.

Public availability, producer attribution, professional association, or inclusion in a catalog is not by itself copyright or other rights authorization. This section describes how the Service operates; it does not purport to bind an unclaimed producer or other rights holder who has not authorized rooot.

We maintain internal records of activity attributed to Seeded Profiles and provide a claim process through which an authorized producer or representative can verify control, obtain the applicable earnings settlement, manage the profile, keep or unlist Content, and request permanent removal. We may remove or restrict Admin-Ingested Content before or after a claim and may preserve transactional, accounting, fraud-prevention, legal, backup, and buyer-license records.

Before an authorized claim is linked, an activity record, earnings display, accounting estimate, claim invitation, proposed settlement, reserve, or voluntary payment process is an administrative record or compromise mechanism only. It does not by itself admit ownership, authorization, infringement, endorsement, agency, fiduciary or trust status, royalties, profits attributable to a claimant, a debt, unjust enrichment, damages, or any other liability, and it does not waive any defence.

07Claiming a seeded profile

Authority and verification

You represent and warrant that: (a) you are the identified producer or are fully authorized to act for that producer and all relevant rights holders; (b) the claim information and verification evidence are accurate and not misleading; (c) you own or control, or are authorized to administer, all rights needed for the profile and claimed Content; and (d) no conflicting label, publisher, collaborator, estate, collective, or other person must consent to the grants, confirmations, releases, and payment instructions in this section. Our verification is administrative only and does not determine legal ownership.

Retroactive ratification and rights grant

Effective only when the claim is linked, and to the maximum extent you own, control, or are authorized to grant the relevant rights, you knowingly adopt, approve, confirm, authorize, and ratify from the date of first ingestion all pre-claim acts by rooot. and its service providers relating to the Seeded Profile and Admin-Ingested Content, including collection, copying, encoding, storage, display, attribution, promotion, public preview or performance, listing, offer, sale, licensing, delivery, collection of payment, maintenance of buyer entitlements, and accounting for earnings.

You grant rooot., effective from that date, a worldwide, non-exclusive, royalty-bearing as expressly stated for seller proceeds and otherwise royalty-free, sublicensable, transferable solely with the Service, and revocable prospectively subject to existing licenses and accrued obligations license to host, reproduce, adapt for technical delivery, encode, transcode, display, publicly perform previews, market, distribute, and deliver the claimed Content; use the producer name, approved professional identifiers, image, artwork, biography, and links in connection with the Service; and grant and administer buyer licenses under the Sound License. You confirm each buyer license and entitlement granted before the claim as authorized and valid to the same extent.

To the fullest extent permitted by law, you waive and agree not to assert against rooot., its service providers, or licensees any moral rights or similar rights you hold in the claimed Content for the uses authorized by these Terms. If a waiver is not permitted, you consent to those uses and agree not to exercise those rights in a way that interferes with them. You represent that you have obtained equivalent consents from other authors where required.

Release for pre-claim activity

In consideration of rooot. linking the profile, transferring control, providing the available activity and settlement accounting, and promising to pay any approved settlement in accordance with the conditions in this section—the sufficiency of that consideration being acknowledged, but not the receipt of any amount that has not actually been transferred—and after having the opportunity to obtain independent legal advice, you, to the fullest extent permitted by law, irrevocably release and covenant not to sue the rooot. Parties, every pre-claim buyer, and every permitted downstream user relying on a confirmed buyer license for claims, demands, liabilities, damages, gross receipts, retained platform shares or fees, profits, disgorgement, statutory damages, royalties, accountings of platform revenue or profits, injunctions, constructive trusts, equitable liens, restitution, and causes of action, whether known or unknown, suspected or unsuspected, arising from or relating to any act or omission occurring before the claim is linked and described in the preceding ratification paragraph, whether or not that act was legally capable of ratification, was authorized when performed, or is later alleged or determined to have been unlawful. This includes claims based on copyright or neighbouring rights, moral rights, trademark, passing off, false endorsement, false association or affiliation, misrepresentation, misappropriation, use of name, image, likeness, voice, or persona, publicity or personality rights, privacy, unjust enrichment, conversion, contract implied in law, or failure to seek earlier permission or payment. This release applies only to claims owned by you, including any represented person or entity included within “you,” or claims you are expressly authorized to release. It does not release an independent third party’s rights, but you remain responsible under your authority warranties and indemnity if you falsely represented that you could bind that person. It does not waive rights that cannot lawfully be waived, rights to an approved but unpaid claim settlement, or claims based on our fraud or wilful misconduct.

This release is intended to be pleaded as a complete bar to every released claim. If, after written notice identifying this release, you continue a released claim and a final court determination concludes that the claim is barred by this release, or you discontinue that claim with prejudice, you must reimburse the protected parties for reasonable external legal fees and costs actually incurred to enforce the release and obtain the stay or dismissal. Any court-awarded costs, insurance proceeds, settlement payment, or other recovery for the same expense will be credited dollar-for-dollar, and no expense may be recovered twice. This reimbursement is compensatory, not a penalty, does not restrict a court’s costs discretion, and does not apply to rights expressly preserved by this section.

Settlement, control, and prior licenses

Any amount shown before verification is an estimate or band. After a claim is linked, our transaction and redemption records determine the claim settlement, subject to corrections for refunds, disputes, duplicate or invalid activity, processing costs where applicable, taxes, prior payments, and manifest error. A settlement becomes eligible for transfer only after the claim is linked, Stripe Connect charges and payouts are fully enabled, final reconciliation is complete, and at least 72 hours have elapsed after claim approval. Amounts above the then-current internal risk threshold require operator release. Transfers also remain subject to available platform balance, sanctions and identity review, rights disputes, set-off, Stripe processing, and applicable law. You authorize set-off against amounts you owe us. On receipt, the settlement is full and final satisfaction of compensation attributable to the ratified pre-claim activity through the settlement cut-off, except for manifest calculation error reported within 30 days after the statement or transfer. Payment is not an admission of liability.

Once linked, you may control the profile and prospectively keep, unlist, or request deletion of Content through available tools. Unlisting or deletion ends future listing and may end future access or re-downloads; it does not revoke a buyer license validly granted before removal, undo completed transactions, require deletion from buyer projects or devices, or require us to erase records and backups we reasonably retain for security, accounting, disputes, compliance, or proof of license. The licenses, confirmations, waivers, release, payment terms, indemnity, and record-retention rights in this section survive the claim and later removal.

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless the rooot. Parties and buyers relying on a claimed grant or confirmation from third-party claims and resulting losses arising from or relating to your claim, identity, authority, verification evidence, ratification, release, payment instructions, claimed Content, purported grant or adoption, breach of the Claim Terms, or an allegation that you could not bind a producer, author, collaborator, label, publisher, estate, or other rights holder. This claimant indemnity is in addition to the Seller Terms indemnity and section 16. We may control the defence and settlement with counsel of our choice; you will cooperate and may not settle in a way that binds or fails to fully release a protected party without our written consent. We may freeze a claim, profile, Content, or payment while authority or ownership is disputed.

08Seller content and rights grant

You keep ownership of Seller Content. By uploading, listing, submitting, or adopting it, you represent and warrant for each item that you own or control all copyright, neighbouring rights, master, composition, sample, trademark, publicity, privacy, contract, and other rights needed to use it and to grant these Terms and the Sound License; the information and attribution you provide are accurate; all collaborators and rights holders have authorized the listing and buyer license; no undisclosed agreement prevents the use; and the Content and its use do not infringe, misappropriate, or violate any right or law.

You grant rooot. a worldwide, non-exclusive, sublicensable, transferable solely with the Service license during listing to host, reproduce, encode, transcode, adapt for technical delivery, display, publicly perform previews, market, distribute, and deliver Seller Content; use your submitted names, marks, image, artwork, biography, links, and metadata in connection with it; collect and administer transactions; and grant buyers the Sound License. The license continues after removal as needed to preserve, prove, administer, and enforce prior buyer licenses and entitlements, complete pending transactions and payments, maintain reasonable backups and legal records, and resolve disputes.

To the fullest extent permitted by law, you waive and agree not to assert moral rights or similar rights against the uses authorized above and will obtain equivalent consents from other authors. You must not submit Content containing uncleared samples or other material you are not entitled to license. You will promptly tell us about any ownership, clearance, authority, or infringement issue.

09Earnings, settlements, and payouts

Unless a different written deal applies, a seller’s kit-sale share is 75% of the listed purchase price actually collected, less payment-processing charges allocated to the seller, refunds, credits, chargebacks, disputes, reversals, taxes, currency costs, and other transaction adjustments. Credit-redemption compensation is calculated at the rate and under the rules shown in the seller dashboard or applicable offer when the redemption occurs. We may change future rates on notice but will not retroactively reduce a correctly accrued amount.

Earnings displays are provisional bookkeeping estimates until reconciled and paid. Payout timing depends on payment settlement, minimum thresholds, reserves, fraud and dispute review, account and rights status, and completion of payment-provider identity, tax, sanctions, banking, and eligibility requirements. Stripe or another disclosed provider may hold, delay, reverse, convert, reject, or charge fees on payments under its terms. You authorize us to deduct or set off refunds, disputes, overpayments, duplicate transactions, amounts paid in error, indemnity obligations, and other amounts you owe.

You are responsible for accurate payout and tax information, all taxes on your earnings, and any collaborators or other rights holders. We may issue or require tax forms and withhold amounts where legally required. We may hold disputed amounts until ownership or authority is resolved and pay a court, government authority, or other person as lawfully directed. Except where law requires otherwise, no interest accrues on unpaid or held balances.

10Platform operation and content control

We own the Service, software, interfaces, compilation, branding, and platform content, excluding user-owned Seller Content. Subject to these Terms, we give you a limited, personal, revocable, non-exclusive, non-transferable right to use the Service for its intended purpose.

We may operate, test, update, discontinue, restrict, curate, rank, moderate, re-review, correct metadata for, reject, unlist, remove, or restore Service features or Content at any time. We may preserve and disclose Content, claim evidence, and account records where reasonably necessary to enforce these Terms, protect users or rights holders, prevent fraud, comply with law or legal process, or preserve evidence. We do not promise to monitor Content and are not responsible for failing to do so.

If you send feedback, suggestions, or ideas about the Service, you grant us a perpetual, worldwide, irrevocable, sublicensable, royalty-free right to use them without restriction or compensation.

11Prohibited use

You may not, and may not help another person to:

• use the Service or Content unlawfully, fraudulently, deceptively, or to violate another person’s rights;
• upload, claim, sell, or license Content or a profile without every required right and authorization;
• redistribute, resell, share, scrape, make available, or build a competing library from raw or substantially similar downloaded sounds except as the Sound License expressly permits;
• train, fine-tune, evaluate, or supply a machine-learning or generative model with downloaded sounds or non-public Service data without a separate written license from us and all applicable rights holders;
• circumvent access, download, payment, entitlement, rate-limit, security, or content-protection controls; probe vulnerabilities; introduce malware; or disrupt the Service;
• use bots, scrapers, bulk downloaders, or automated access except through an interface we expressly authorize;
• impersonate another person, falsify attribution or claim evidence, manipulate streams or transactions, farm credits or trials, launder payments, or abuse refunds and chargebacks;
• harass, threaten, exploit, or expose personal information about another person; or
• remove proprietary notices or use rooot. branding in a way that implies endorsement or affiliation.

12Copyright and other rights complaints

If you believe Content or a Seeded Profile infringes or misuses your copyright, trademark, name, image, professional identity, privacy, or other rights, email support@rooot.online with the subject “Rights Complaint.” Include:

• your physical or electronic signature and contact information;
• identification of the work, right, producer identity, or profile at issue and the basis of your ownership or authority;
• the precise URL or other information sufficient to locate each item;
• a good-faith statement that the complained-of use is not authorized by the rights holder, its agent, or law; and
• a statement that the notice is accurate and that you are authorized to act for the rights holder.

Voluntary U.S. complaints. As of the effective date, rooot. has not designated or registered an agent under 17 U.S.C. § 512(c)(2) and does not represent that this voluntary procedure qualifies any rooot. Party for a § 512 safe harbour. A U.S. copyright owner or authorized agent may nevertheless send a complaint containing identification of the work and material, location information, contact information, good-faith and accuracy statements, a statement of authority under penalty of perjury, and a physical or electronic signature. We may investigate, request more information, notify affected persons, restrict or remove material, or decline an unsupported request. Any response or restoration is voluntary except where applicable law requires otherwise.

Canadian notices. A notice intended to comply with section 41.25 of the Canadian Copyright Act must state the claimant’s name, address, and contact particulars; identify the work or other subject matter; state the claimant’s interest or right; identify the exact electronic location; describe the alleged infringement; and specify its date and time. It must not contain or link to a settlement offer or a request or demand for payment or personal information.

We may request proof, forward a complaint to affected users, preserve evidence, remove or restrict material, or take no action where a notice is incomplete or unsupported. Knowingly materially false notices may create liability. We may terminate repeat infringers in appropriate circumstances. These procedures do not limit our rights under these Terms, constitute an admission of liability or ownership, waive a defence, or consent to jurisdiction. Any later published designated-agent notice controls for notices sent under it.

13Suspension, termination, and survival

You may stop using the Service at any time and may request account deletion through support. We may investigate, restrict, suspend, or terminate accounts, claims, listings, downloads, payments, or access immediately where we reasonably believe it is necessary for legal compliance, security, fraud prevention, payment risk, a rights dispute, harm to users or the Service, or violation of these Terms. We may also discontinue the Service or any feature.

On termination, your right to use the Service ends; unpaid or provisional balances remain subject to reconciliation, set-off, dispute holds, and law; and credits may expire or be forfeited as these Terms allow. A valid Sound License for lawfully obtained Content survives unless that license or applicable law permits termination. Sections that by their nature should survive do survive, including ownership, buyer licenses, claim ratification and release, seller grants needed for prior transactions, payment adjustments, records, disclaimers, indemnity, liability limits, disputes, and general terms.

14Third-party services and interactions

The Service relies on third-party payment, identity, hosting, storage, email, analytics, error-monitoring, and other providers and may link to producer or third-party sites. Their services and terms are separate from ours. We are not responsible for their acts, availability, content, security, fees, conversion rates, account restrictions, or decisions. Your interactions and agreements with another user, collaborator, rights holder, label, publisher, or clearance counterparty are solely between you and them.

15Disclaimers of warranties

To the maximum extent permitted by law, the Service and all Content are provided “as is” and “as available.” The rooot. Parties and their suppliers disclaim all express, implied, statutory, and collateral warranties and conditions, including merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, quality, availability, security, non-infringement, and warranties arising from course of dealing or usage of trade.

Without limiting the above, we do not warrant that a producer, claimant, uploader, attribution, Seeded Profile, or rights holder is correctly identified or authorized; that rooot. or any producer owns or controls every right needed for Admin-Ingested Content or Seller Content; that Content is original, cleared, non-infringing, suitable, continuously available, or free of errors; that a buyer license will defeat a third-party claim; or that the Service will be uninterrupted, secure, or meet your expectations.

You use Content at your own risk and should conduct any rights, clearance, technical, and suitability review appropriate for your project. Some jurisdictions do not allow certain disclaimers, so they apply only to the extent permitted by law.

16Indemnity

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless the rooot. Parties against third-party claims and resulting losses to the extent caused by: Content or profile information you upload, submit, or falsely claim; your use of Content outside a valid Sound License; your fraud, wilful misconduct, or unlawful conduct; or your actual material breach of these Terms. This general user indemnity does not apply to a claim arising solely from Admin-Ingested Content as rooot. supplied it and as you used it within the express scope of the Sound License, or to the extent caused by a rooot. Party’s own fraud, wilful misconduct, or negligence for which indemnification is prohibited by law. The separate seller and claimant indemnities continue to apply to Content and rights the seller or claimant supplied, adopted, warranted, or purported to control.

We may control the defence and settlement of an indemnified matter with counsel of our choice. You will cooperate and may not settle in a way that admits fault by, imposes obligations on, or fails to fully release an indemnified party without our written consent. This section does not require a consumer to indemnify us for our own fraud or wilful misconduct or where prohibited by law.

17Limitation of liability

To the maximum extent permitted by law, the rooot. Parties and their suppliers will not be liable for indirect, incidental, special, exemplary, punitive, aggravated, or consequential damages; loss of profits, revenue, business, opportunity, goodwill, data, content, royalties, or anticipated savings; substitute-service costs; or claims by third parties, whether based in contract, tort, negligence, strict liability, statute, restitution, or any other theory, even if advised of the possibility.

To the maximum extent permitted by law, the aggregate liability of the rooot. parties for all claims arising from or relating to the Service, Content, or these Terms will not exceed the greater of (a) the amount you paid to rooot. for the specific transaction giving rise to the claim, or, if no transaction applies, the amount you paid to rooot. in the six months before the event, and (b) CAD $100. For a rights-defective or unavailable sound, kit, or plugin, our maximum obligation is, at our option, replacement access, replacement credits, or a refund of the amount actually paid to rooot. for the affected item.

These exclusions and limits allocate risk and are essential to the bargain. They apply collectively across claims and even if a remedy fails its essential purpose. They do not limit liability that cannot lawfully be excluded, including non-waivable consumer rights and, where applicable, liability for our fraud, wilful misconduct, or personal injury caused by negligence.

The liability cap limits damages; it does not reduce our obligation to remit an undisputed seller earning or approved claimant settlement that these Terms expressly make payable. Claims for delay, calculation error, or consequential loss remain subject to the exclusions and cap.

18Governing law and disputes

Mandatory pre-suit process

This business pre-suit process applies to a seller or successful claimant who accepted these Terms in a primarily commercial or professional capacity and is not a consumer under applicable law. Before commencing a lawsuit or other civil proceeding against a rooot. Party, that person must send a signed written notice to support@rooot.online. The notice must identify the sender and applicable account, profile, Content, work, registration, ownership or authority chain, URL, transaction, challenged act and date; state each factual and legal basis; attach or identify the material evidence then available; and state the relief sought with a good-faith calculation of each monetary demand. On request, an authorized representative of each side must participate in an individual telephone or video settlement conference within 30 days after the request.

The 60-day period begins when rooot. receives a notice identifying the claimant, challenged conduct, material factual and legal basis, and relief sought. rooot. may request reasonable supplemental information, but that request does not restart the period unless the original notice omitted information reasonably necessary to identify the claim. rooot.’s failure to respond or participate does not extend the period. Completion of this process is a contractual condition precedent. This paragraph constitutes the parties’ agreement, effective on receipt of the notice, to suspend every limitation period they may lawfully suspend until the earlier of written termination of discussions or expiry of the 60-day period. This process does not prevent a rights-holder takedown request or narrowly tailored emergency relief needed to prevent imminent irreparable harm. If a period cannot lawfully be suspended, a party may file a protective proceeding and promptly seek a stay without breaching this section. The claimant must complete the process for all remaining relief. To the extent permitted by law, a rooot. Party may seek a stay or dismissal and the reasonable costs caused by material non-compliance.

Governing law, forum, and claim period

These Terms and every contractual or non-contractual dispute arising from or relating to the Service, Content, a Seeded Profile, a claim, or the parties’ relationship are governed by the laws of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. Subject to any non-waivable right to bring a claim elsewhere, proceedings must be brought exclusively in the Ontario Superior Court of Justice at Toronto or, solely where the Federal Court has subject-matter jurisdiction, in the Federal Court of Canada with Toronto requested as the hearing location to the extent its rules and directions permit. Nothing in these Terms confers subject-matter jurisdiction on any court. You and rooot. irrevocably submit to the applicable court’s personal jurisdiction and venue and waive objections based on inconvenient forum or similar grounds.

To the extent permitted by law, each party may bring claims only in its individual capacity and not as a plaintiff or class member in a class, collective, representative, or private-attorney-general proceeding. Nothing in this section waives a right or remedy that applicable consumer law says cannot be waived.

For a seller or successful claimant acting in a primarily commercial or professional capacity and not as a consumer, every non-released claim must be commenced within 12 months after that party knew or reasonably ought to have known the material facts giving rise to the claim, subject to the tolling provision above. This is intended to vary an Ontario limitation period only as a business agreement may lawfully do so and otherwise operates as a contractual covenant only to the extent permitted by law. It does not transform a consumer transaction into a business agreement, amend a federal or other statutory period that cannot be varied, extend an otherwise shorter period, revive a released claim, or affect a non-waivable right.

19Changes and general terms

Changes

We may update these Terms prospectively. If a change is material, we will provide reasonable notice through the Service, email, or another appropriate method. The updated Terms apply from the stated effective date. Continued use after that date means acceptance where law permits; where law requires express consent, we will request it. A later change does not reduce a buyer’s valid license for a prior transaction or undo a completed claimant’s express ratification, release, or settlement.

General

These Terms and incorporated documents are the entire agreement about the Service and replace prior or contemporaneous understandings on that subject. A waiver must be written and applies only to the stated instance. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the rest remains effective. Headings are for convenience; “including” means “including without limitation.”

You may not assign or transfer these Terms, an account, claim, credit balance, entitlement, or payout right without our written consent. You expressly consent in advance to the assignment and novation of these Terms and the related Service agreements to a corporation or other successor that is subsequently formed, acquired, or designated to operate the Service, or to a purchaser of substantially all of the Service or its assets. A novation becomes effective only when we give notice identifying the successor and effective date and the successor assumes the applicable obligations. From that effective date, the successor is substituted for the Operator for obligations arising on or after that date, and the Operator is released from those future obligations to the fullest extent permitted by law. Rights, liabilities, and payment obligations accrued before that date remain with the person responsible for them unless the successor expressly assumes them. Existing buyer licenses, Content grants, claim ratifications, releases, indemnities, and surviving provisions continue according to their terms. Related business records and personal information may be transferred subject to the Privacy Policy and applicable law. No transfer reduces an accrued right or non-waivable consumer right.

There are no third-party beneficiaries except the rooot. Parties and others expressly protected by the releases, licenses, disclaimers, indemnities, and liability limits, each of whom may enforce the protection given to it. We are not liable for delay or failure caused by events beyond our reasonable control. Notices to you may be sent to your account email or displayed in the Service and are effective when sent or posted.

20Contact

Questions, legal notices, rights complaints, and account requests may be sent to rooot. at support@rooot.online. Include your account email, the relevant profile or Content URL, and enough detail for us to identify the issue. Email is not accepted as service of court process unless we expressly agree in writing.