• 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 Message Service" (the "Service"), which together with any and all guidelines, rules, contracts, agreements or FAQs sent to you by email, postal mail, fax and/or posted from time to time on www.trusonic.com (the "Website"), collectively are herein 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 and the term. Audio Content. refers to a sound recording and its underlying musical composition, if any, that you create or acquire and upload into the Service.

CAREFULLY READ THIS DOCUMENT. BY SUBMITTING AUDIO CONTENT TO TRUSONIC OR OTHERWISE ENROLLING IN THE SERVICE, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS. DO NOT SUBMIT ANY AUDIO CONTENT UNLESS YOU HOLD OR HAVE LICENSE TO THE COPYRIGHT IN THE SOUND RECORDING AND IN THE UNDERLYING MUSICAL COMPOSITION. THESE TERMS AND CONDITIONS APPLY TO ALL CURRENT AND FUTURE AUDIO CONTENT ENROLLMENTS.

Trusonic Message Service. Trusonic operates a background music and messaging service used by various retail businesses, restaurants and companies (the "Subscribers"). Trusonic maintains direct and indirect relationships through Value Added Resellers ("VAR") with many of the Subscribers. The Service is a Subscriber or VAR administered service that provides the ability to upload custom Audio Content for scheduling in retail and business locations. In order to use the Service, a Subscriber must access a password protected account on the Website, upload, select and schedule the Audio Content. Instructions to implement Subscribers' selected playback schedule 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 and other Audio Content contained 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, phone or public address system.

Licensed rights. By submitting or otherwise enrolling Audio Content in the Service, 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 Audio Content onto one or more Media Players; and (b) publicly perform the Audio Content within Subscribers' business establishments as programmed by the Subscriber or VAR; (c) re-master, edit and encode the Audio Content employing audio compression; and (d) make that number of incidental copies of the Audio Content as may reasonably be needed solely for the purposes described above. As between you and Trusonic, you remain fully responsible for the management of the copyrights and all other rights in your Audio Content 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.

Enrollment Period and Termination. The term of this license shall commence upon your submitting Audio Content to Trusonic or otherwise enrolling Audio Content in the Service. You may withdraw Audio Content from the Service at any time by using the content administration tools provided for that purpose 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 Service, your Audio Content shall not be sequenced in any new playback schedules and shall be deleted from all pre-existing playback schedules no later than sixty (60) days following notice of withdrawal.

Royalty. Trusonic shall provide no compensation for any Audio Content featured in any playback schedules.

Representations and Warranties. You represent and warrant that: (a) you have secured any and all third party consents necessary with regard to the master composition and lyrics; the mechanical copyright; the performance right and any other applicable rights held by the copyright holder, administered by any third party or required by law; (b) your Audio Content nor its use in connection with the Service will infringe on any copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights; (c) 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 Audio Content, any union or guild representing such person, the owner of any samples contained within your Audio Content, 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 SERVICE OR ANY ACTIVITIES THEREUNDER, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE. IN ADDITION, TRUSONIC MAKES NO REPRESENTATION THAT THE OPERATION OF THE SERVICE OR THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. TRUSONIC SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS IN THE SERVICE 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 SERVICE AND/OR THESE TERMS AND CONDITIONS.

Suspension, Termination and Modification. The Service 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. 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 Service, as described above. If you continue participating in the Service 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 Service and use of the Website is subject to all applicable federal, state and local laws and regulations. Participation in the Service 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 Service. 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 Service 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 Service. 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.