• General Terms and Conditions
• Music Program Terms and Conditions
• Message Service Terms and Conditions
• Privacy Policy

Set forth below are the terms and conditions of the "TRUSONIC Music Program" (the "Program"), which together with any and all guidelines, rules or FAQs sent to you by email and/or posted from time to time on www.trusonic.com (the "Website"), collectively are referred to as the "Terms and Conditions." As used herein, the term "TRUSONIC" refers to TRUSONIC, Inc., its licensee's and assigns and the term "you" refers to an individual, representing yourself or, if applicable as authorized representative of a specified business entity.

CAREFULLY READ THIS DOCUMENT. BY SUBMITTING A SONG TO TRUSONIC OR OTHERWISE ENROLLING IN THE PROGRAM, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS. DO NOT SUBMIT ANY SONG UNLESS YOU HOLD 100% OF THE COPYRIGHT IN THE SOUND RECORDING AND IN THE UNDERLYING MUSICAL COMPOSITION.

TRUSONIC Music Service. TRUSONIC operates a background music and messaging service (the "Service") used by various retail businesses, restaurants and companies (the "Subscribers"). In order to use the Service, a Subscriber must access a password protected account on the Website, select and schedule messaging and desired musical content from a variety of genre-specific, pre-sequenced playlists. Instructions to implement Subscribers' selected playlists and messaging are transmitted via the Internet to TRUSONIC's proprietary hardware media player (the "Media Player"), either located at a central location or within their business establishment(s) and specific musical content contained in selected playlists is downloaded to the Media Player, if necessary. At the designated time, the Media Player either broadcasts the content to Subscriber business locations or performs the programmed content within the Subscriber's business location(s) over a stereo or public address system.

Licensed Rights. By submitting or otherwise enrolling a sound recording and underlying musical composition (collectively referred to as your "Song") in the Program, you are granting to TRUSONIC the non-exclusive, world-wide right, but not obligation to: (a) either directly or by digital phonorecord delivery over the Internet, copy the Song onto one or more Media Players; and (b) mechanically reproduce and distribute the Song on any fixed media, including but not limited to compact discs, tapes and CD-ROMs for the purpose of distributing to Subscribers playlists containing the Song; (c) publicly perform the Song within Subscribers' business establishments; (d) re-master, edit and encode the Song employing audio compression; (e) make that number of incidental copies of the Song as may reasonably be needed solely for the purposes described above; and (f) to notify various agents and/or agencies on your behalf of your enrollment in the Program. As between you and TRUSONIC, you retain ownership of the copyrights and all other rights in your Song subject only to the non-exclusive rights granted in these Terms and Conditions. You are free to grant similar rights to others during and after the term hereof. For the purposes of this license, "Broadcast" shall mean to cause or permit others to cause the performance, telecast, broadcast, transmission, streaming, exhibition or distribution of your Song in any manner including, without limitation, via Internet webcasts, terrestrial radio, satellite, mobile, wireless, and cable broadcast and other similar digital and analog transmissions, podcasts, on-demand streaming and tethered and permanent downloads.

Enrollment Period and Termination. The term of this license shall commence upon your submitting a Song to TRUSONIC or otherwise enrolling in the Program. You may withdraw a Song from the Program at any time by using the content administration tools provided for that purpose and described in Frequently Asked Questions or if for any reason you are unable to do so, then by written notice addressed to TRUSONIC, 7825 Fay Avenue, Suite LL-A, La Jolla, California 92037, attention: Director of Programming, or by email to: . Once withdrawn from the Program, your Song shall not be sequenced in any new playlists and shall be deleted from all pre-existing playlists no later than ninety (90) days following notice of withdrawal.

Royalty.In full and final consideration for the rights licensed herein, TRUSONIC shall pay to you the compensation as set forth below (collectively, the "Royalty"). The Royalty shall be calculated as of the last day of each March, June, September and December (each, a "Quarterly Period") during the term. For each Song featured in one or more playlists as described in this Section, the Royalty payable for each Quarterly Period with respect to your Song shall be no less than Fifteen Thousand Dollars ($15,000.00 US) multiplied by a fraction, the numerator of which is the number of times your Song was featured in all playlists during the applicable Quarterly Period and the denominator of which is the number of all songs (including your Song) featured on all playlists during such Quarterly Period. Your Song must be featured in one or more playlists during the applicable Quarterly Period in order to qualify for the Royalty attributable to such Quarterly Period.

Accounting. Within sixty (60) days of the close of each Quarterly Period during which the Royalty has accrued hereunder, TRUSONIC will send you a check, provided such sums are Fifty Dollars ($50.00 US), or more. If the Royalty accrued at the end of any Quarterly Period is less than Fifty Dollars ($50.00 US), TRUSONIC shall hold the Royalty until either (a) the total cumulative amount owed at the end of any particular Quarter Period is at least Fifty Dollars ($50.00 US), or (b) TRUSONIC settles such accounts from time to time. TRUSONIC shall deduct from the Royalty such sums as may be required to be deducted under any applicable statute, regulation, treaty or other law in connection with taxation or otherwise, and you shall promptly execute and deliver to us such forms or other documents as may be required in connection therewith. If at the time TRUSONIC makes Royalty payments, you have not provided all information reasonably requested, including but not limited to legal name, tax identification information and complete mailing address, TRUSONIC shall hold the Royalty until the end of first Quarterly Period during which you have provided all such missing information. TRUSONIC shall keep accurate books and records concerning the calculation and payment of the Royalty. During the one-year (1-year) period following your receipt of a Royalty payment, you may, at your expense and upon reasonable notice, inspect such books and records related to that Royalty payment at TRUSONIC's offices or at a location specified by TRUSONIC, provided however that your inspection shall not interfere with TRUSONIC's normal business operations. If the inspection reveals that your Royalty was underpaid, TRUSONIC promptly will correct the deficiency together with interest at the then current Bank of America base rate. It is understood that TRUSONIC may include certain advertising on multiple pages and sections of the Website and that Subscribers may insert commercial messaging within playlists; no portion of any sums received by TRUSONIC or the Subscribers from the sale of such advertising or commercial messaging shall be included in the calculation of any sums payable to you hereunder.

Representations and Warranties. You represent and warrant that: (a) you have secured any and all third party consents necessary to grant the licensed rights described above; (b) neither your Song nor TRUSONIC's use of your Song in connection with the Service as authorized herein will infringe on any copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights; (c) except as described in the "Royalty" Section above, you shall be responsible for the payment of any royalties or other sums due to or on behalf of any person who rendered services in connection with your Song, any union or guild representing such person, the owner of any samples contained within your Song, all rights holders in or to all underlying musical compositions and/or such rights holders' designated mechanical or performance rights administrator; (d) all factual assertions that you have made and will make to TRUSONIC are true and complete; (e) you are of legal age of consent in all applicable jurisdictions and, in any event, are at least eighteen (18) years of age; and (f) you shall release, indemnify and hold TRUSONIC, its employees, officers, directors, shareholders, agents, representatives, parent companies, affiliates, subsidiaries and Subscribers, harmless from any and all losses, damages, injuries, claims and actions of any kind arising from or related to the breach or alleged breach of any representation and warranty described above.

WARRANTY DISCLAIMER. TRUSONIC MAKES NO REPRESENTATION OR WARRANTY WITH REGARD TO THE PROGRAM OR ANY ACTIVITIES THEREUNDER, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE. IN ADDITION, TRUSONIC MAKES NO REPRESENTATION THAT THE OPERATION OF THE PROGRAM OR THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. TRUSONIC SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS IN THE PROGRAM OR THE WEBSITE. EXCEPT FOR DAMAGES RELATED TO A BREACH OF THE SECTION TITLED "REPRESENTATIONS AND WARRANTIES," NEITHER YOU NOR TRUSONIC SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, STATUTORY OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THE PROGRAM, SERVICE AND/OR THESE TERMS AND CONDITIONS.

Suspension, Termination and Modification. The Program may be suspended or terminated at any time and for any reason, without prior notice. Notice of any such suspension or termination will be posted on the Website and/or may be made by email. In the event TRUSONIC suspends or terminates the Program, your Royalty, if any accruing prior to such incident, will be distributed pursuant to these Terms and Conditions. TRUSONIC reserves the right to modify these Terms and Conditions at any time at TRUSONIC's sole discretion. Modifications shall be effective three (3) days from the date of posting on the Website or the date notice is sent to you by email, whichever is applicable. If any such modification is unacceptable to you, your sole recourse will be to terminate your participation in the Program, as described above. If you continue participating in the Program after any such modification, you will be deemed to have accepted the Terms and Conditions, as modified. Sections titled "Representations and Warranties", "Warranty Disclaimer," and "Additional Provisions" shall survive termination. In addition, the Website may change from time to time without notice. A copy of the most current version of these Terms and Conditions may be found at: Trusonic, Inc. Terms and Conditions of use.

Additional Provisions. In addition to the provisions set forth in these Terms and Conditions, your participation in the Program and use of the Website is subject to all applicable federal, state and local laws and regulations. Participation in the Program is void where prohibited. TRUSONIC's failure to act with respect to a breach of these Terms and Conditions by you or others does not waive its right to act with respect to subsequent or similar breaches. These Terms and Conditions sets forth the entire understanding and agreement of the parties as to this subject matter and supersedes all prior proposals, discussions or agreements with respect to such subject matter. You agree not to resell, assign, otherwise transfer, or delegate your rights or obligations hereunder. Notices or communications permitted or required hereunder shall be sent by electronic mail or in writing and shall be deemed delivered upon receipt by the party to whom such communication is directed, at the following addresses: (a) if to TRUSONIC, such notices shall be addressed to , or by mail to 7825 Fay Ave. Suite LL-A, La Jolla, CA 92037, attention: Legal Department; and (b) if to you, such notices shall be addressed to the electronic or mailing address you designate upon enrolling in the Program. These Terms and Conditions shall be governed by and construed in accordance with, and all legal issues arising from or related to your use of, or participation in the Program shall be determined by the laws of the State of California without regard to that State's conflict-of-law provisions. The State and Federal courts of California shall be the exclusive forum and venue to resolve any and all disputes arising out of or relating hereto or to your participation in the Programs. You consent to personal jurisdiction and venue in the appropriate state court in San Diego County, State of California or the United States District Court of Southern California. All headings are for convenience only and shall have no legal or contractual effect. You agree that nothing herein shall be construed to create a partnership, joint venture, employer-employee or agency relationship. These Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. Each provision hereof shall be severable from every other provision for the purpose of determining the legal enforceability of any specific provision.