Binary Sound::About Us

Welcome to the Binary Sounds Website located at www.binarysounds.com (the "Website"). This Website is owned and operated by Binary Sounds, Inc. (“Binary Sounds”) and provides information about Binary Sounds and the Service, subject to the terms and conditions set forth in these Terms of Service.

IMPORTANT - PLEASE READ CAREFULLY. THESE TERMS OF SERVICE ARE A LEGALLY BINDING AGREEMENT BETWEEN BINARY SOUNDS AND YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY). THE TERMS OF SERVICE ALONG WITH ANY POLICIES THAT MAY BE POSTED ON THE WEBSITE (COLLECTIVELY THE “TERMS OF SERVICE”) SET FORTH THE TERMS AND CONDITIONS ON WHICH YOU MAY ACCESS AND USE THE WEBSITE AND THE SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT USE THE WEBSITE OR THE SERVICE.

1. YOUR ACCEPTANCE. You acknowledge and agree that by opening, accessing, using, uploading, downloading or browsing the Website, including all content available on or through the Website, or by using the Service, in any way, You consent to these Terms of Service and to Your Submissions being subject to the licenses and other terms and conditions set forth in these Terms of Service. In order to use the Website or the Service, You must be 18 years of age or over, or of the legal age to form a binding contract in Your jurisdiction if that age is greater than 18 years of age. If You are under the age of 18 or the applicable legal age in Your jurisdiction, You can use the Service only in conjunction with, and under the supervision of, Your parent or guardian who has agreed to the Terms of Service.

2. POLICIES. Your use of the Website and the Service is subject to all applicable technical and non-technical specifications, guidelines and policies which Binary Sounds may provide from time to time (hereinafter collectively referred to as “the Policies”). You agree and undertake to comply with the Policies to enable, as applicable, proper distribution, delivery and display of Your Submissions and promotional content.

3. MODIFICATIONS. Binary Sounds may modify the Terms of Service from time to time, in its sole discretion, or may modify, suspend or discontinue, temporarily or permanently, the Website or the Service, or any feature thereof, with or without notice, and without liability to You. Modifications to these Terms of Service, including, but not limited to, any Policies, will be posted on the relevant area of the Website and will be effective immediately upon posting. You agree to review the Terms of Service from time to time to ensure You are updated as to any modifications. By continuing to use the Website or the Service following any such modification, You accept and agree to be bound by such modifications. IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE WEBSITE OR THE SERVICE.

4. REGISTRATION. In order to use certain features of the Website or the Service, You will have to register and create a unique, password-protected account (“Your Account”). You agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. Binary Sounds reserves the right to delete Your Account without warning if You are found to have misrepresented Your age or any of the registration information submitted. You are responsible for maintaining the confidentiality of Your password and email address. You agree to (a) immediately notify Binary Sounds of any unauthorized use of Your password or account, or any other breach of security, and (b) ensure that You exit from Your account at the end of each session. You will be solely responsible for safeguarding Your password and also for any actions under Your password and Account, whether authorized by You or not. Binary Sounds cannot and will not be liable for any loss or damage arising from Your failure to comply with this section.

5. OWNERSHIP. You acknowledge and agree that the Website and the Service use and contain proprietary and confidential technology and information owned by or licensed to Binary Sounds, and protected by applicable intellectual property and other laws and international treaties. The content displayed on or through the Website and the Service, including, without limitation, all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (collectively, “Binary Sounds Content”) is copyrighted by Binary Sounds under United States and international copyright laws. Other than with respect to Your Submissions, and as expressly set forth in this Agreement, the Binary Sounds Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of Binary Sounds. You must abide by all notices, information, or restrictions contained in or attached to any Binary Sounds Content. Binary Sounds and the Binary Sounds logo, as well as certain other of the words and logos displayed on the Website, constitute trademarks, trade names, or service marks (“Marks”) of Binary Sounds or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with Binary Sounds or those other entities.

6. YOUR PERMISSION. Subject to Your acceptance and compliance with these Terms of Service, Binary Sounds hereby grants You permission to access and use the Website and the Service, provided that You shall not (and not allow third party to): (i) modify, adapt, translate, or reverse engineer any portion of the Website; (ii) remove any copyright, trademark or other proprietary rights notices contained in or on the Website or in or on any content or other material obtained via the Website; (iii) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Website; (iv) access, retrieve or index any portion of the Website for purposes of constructing or populating a searchable database of business reviews; (v) collect or harvest any information about other users or members (including usernames and/or email addresses) for any purpose; (vi) reformat or frame any portion of the web pages that are part of the Website; (vii) create user accounts by automated means or under false or fraudulent pretenses; (viii) create or transmit unwanted electronic communications such as “spam” to other users or members of the Website or otherwise interfere with other users’ or members’ enjoyment of the Website; (ix) transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature; (x) use the Website to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material, including any material that may be deemed threatening or obscene; (xi) copy or store any Binary Sounds Content offered on the Website for other than Your own personal, non-commercial use; (xii) use any device, software or routine that interferes with the proper working of the Website, or otherwise attempt to interfere with the proper working of the Website; (xiii) take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure; (xiv) use the Website, intentionally or unintentionally, to violate any applicable local, state, national or international law; or (xv) collect or store personal data about other users in connection with the prohibited activities described in this paragraph.

7. THE SERVICE. Upon Your acceptance of the Terms of Service, Binary Sounds shall:

(a)	Market, sell and distribute the musical compositions and sound recordings which You upload onto the Website (the “Submissions”) in digital MP3 format, on compact discs or in any other available format; and
(b)	Market and promote Your Submissions through our Website, music cards, posters and other sales or promotional items, press releases and other forms of advertising (the “Service”).

If, after receiving the Submissions from You, Binary Sounds determines that the Submissions are not of sufficiently high quality to permit Binary Sounds to provide the Service, You shall, within ten (10) days of Your receipt of a notice of such deficiency from Binary Sounds, provide Binary Sounds with Submissions that are of sufficiently high quality to permit Binary Sounds to provide the Service. Binary Sounds may refuse to provide the Service until You provide Submissions which meet Binary Sounds’ quality standards. You must notify Binary Sounds in writing of any restrictions that may apply to the distribution, sales or promotion of the Submissions, including any geographical restrictions. You shall also ensure that any copyright, trademark and other comparable information included in the Submissions and promotional materials is accurate.

8. LICENSE. Subject to the licenses You are granting hereunder, You retain all right, title and interest, including without limitation all worldwide intellectual property rights, in and to Your Submissions. We shall not acquire any right, title or interest in or to Your Submissions, except as provided herein.

(a)

Digital Distribution. In connection with Binary Sounds’ performance of the Service, You hereby grant Binary Sounds a worldwide, perpetual, royalty-free, irrevocable, non-exclusive, sub-licensable and transferable right and license, with a right to sub-license, to: (a) play the Submissions publicly by means of digital audio transmission or any other form of audio transmission; (b) sell and distribute the Submissions and other promotional materials provided by You in downloadable MP3 format or any other available digital format; and (c) otherwise make such items available as specified herein. The foregoing license shall include but shall not be limited to, the right to provide and transmit the Submissions and any other content through web sites, in-store kiosks, portable music players, mobile telephones, wireless applications and other Internet-enabled devices.

(b)

Compact Disc Sales. In connection with Binary Sounds’ performance of the Service, You hereby grant Binary Sounds a worldwide, perpetual, royalty-free, irrevocable, non-exclusive, sub-licensable and transferable right and license, with a right to sub-license, to use the Submissions on compact discs (a) containing all or a portion of the Submissions or (b) containing a compilation of songs predetermined by Binary Sounds which include all or a portion of the Submissions. You hereby grant Binary Sounds all synchronization rights and other rights necessary for Binary Sounds to make available for sale and distribution compact discs containing all or a portion of the Submissions. You hereby grant Binary Sounds the rights to synchronize the Submissions with any other materials in any combination in order to promote the sale of the Submissions.

9. YOUR DUTIES AND OBLIGATIONS. Upon Your acceptance of the Terms of Service, You shall provide the Submissions to Binary Sounds in WAV format. In addition, You hereby:

(a)	authorize Binary Sounds to use photographs, graphics, logos and other promotional materials to promote You on the Website, or through music cards, posters or other promotional items;
(b)	authorize Binary Sounds to use Your name and likeness for advertising purposes, including, but not limited to, the issuance of press releases;
(c)	authorize Binary Sounds to publicly represent that the Submissions are part of Binary Sounds’ catalog and that Binary Sounds is providing the Service to You;
(d)	authorizes Binary Sound to distribute a reasonable number of free copies of the Submissions, whether in digital format, on compact discs or on any other available format, for promotional purposes; and
(e)	agree to use Your best efforts to make Yourself available for interviews, in-store appearances or other promotional events.

10. FEES; COMPENSATION. Binary Sounds shall sell and distribute the Submissions at the prices per format and shall compensate You in the manner set forth on the Price List below. You hereby agree that the fees paid to You hereunder shall be in full consideration for the Submissions sold by Binary Sounds, and You hereby waive any and all publishing royalties that may be due to You with respect to such Submissions.

11. YOUR FEEDBACK. As part of the Website, Binary Sounds may provide bulletin boards, blogs, instant messaging, wikis and the like for posting user feedback, comments or other input on the Website (“Your Feedback”). You understand and acknowledge that, subject and pursuant to the licenses set forth hereunder, Binary Sounds may display Your Feedback on the Website and use it for other marketing and business activities. In addition, Binary Sounds may in its sole discretion decide not to use Your Feedback, delete it from the Website, and even edit Your Feedback for both content and format. You hereby expressly waive any and all so-called moral rights You may have in Your Feedback.

12. PORNOGRAPHIC CONTENT. You will not use the Website to display, distribute or make available any material that is sexual, pornographic, erotic, obscene, indecent or profane in its use of sexual language or description or depictions of sexual acts (hereinafter, “Pornographic Content”) nor upload, email, post, publish, distribute, transmit, submit or otherwise make available through the Website any Pornographic Content. If Binary Sounds finds a Submission or other content that it determines, in its sole discretion, contains Pornographic Content, Binary Sounds may, without notice, remove or block access to such content and terminate Your Account.

13. INFRINGING CONTENT. You will not use the Website for any purpose or in any manner that infringes the intellectual property rights of any third party. You will not upload, email, post, publish, distribute, transmit, submit or otherwise make available through the Website any content that infringes the intellectual property rights of any third party. If Binary Sounds finds content that it determines, in its sole discretion, contains infringing content, Binary Sounds may, without notice, remove or block access to such content and terminate Your Account. Without limiting the foregoing, Your use of the Website is governed by the Binary Sounds Copyright Policy contained in Section 15.

14. AUTHORITY. You hereby represent and warrant to Binary Sounds that: (i) You have all the requisite power and authority, corporate or otherwise, to enter into this Agreement, conduct Yourself and Your business and to execute, deliver, and perform all of Your obligations under this Agreement; (ii) You are the owner - or the authorized agent of the owner - of Your Submissions; (iii) You have the right to grant the licenses granted under this Agreement; (iv) Your performance under this Agreement and/or the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which You are currently bound or will become bound in the future; (v) Your performance under this Agreement will comply with all applicable laws, rules and regulations (including, without limitation, privacy and obscenity laws), domestic or foreign. In addition, You hereby represent and warrant that Your Submissions and Binary Sounds’ use thereof pursuant to this Agreement, (i) do not and will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (ii) do not contain Pornographic Content; (iii) are not fraudulent, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene; (iv) do not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party’s use of the Website; (v) do not promote illegal or harmful activities or substances or provide instructional information about activities such as making or buying illegal weapons or substances; (vi) are not illegal, unlawful or contrary to the laws or regulations in any state or country where, as applicable, Your Submissions are created, displayed or accessed; (vii) do not contain any adware, malware, spyware, computer programming routines, software or viruses that are intended to damage, interfere with or in any way limit the functionality of any computer software or hardware or telecommunications equipment, intercept or expropriate any system data or personal information, permit unauthorized access to the Service or any part thereof or disable, damage or erase any portion of the content or advertisements processed or stored therein; or (viii) do not constitute unsolicited bulk email, junk mail, spam or chain letters.

15. COPYRIGHT POLICY.

(a)	Policy. It is Binary Sounds’ policy to comply with the Digital Millennium Copyright Act ("DMCA") or any equivalent law in other countries where the Website is made accessible. Binary Sounds shall: (i) block access to, or remove material that it believes in good faith infringes copyright of a third party; and (ii) remove and discontinue service to repeat infringers.
(b)	Copyright Notice. Copyright owners or any agents thereof who believe that any content on the Website infringes upon their copyrights may submit a notification pursuant to the DMCA by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

(i)	A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii)	Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(iii)	Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
(iv)	Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
(v)	A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi)	A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(vii)	Such written notice should be sent to our designated agent as follows: Binary Sounds c/o Ruben Lozano 4952 Warner Avenue, Suite 256 Huntington Beach, CA 92649
(viii)	Please also note that under Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

(c)

Counter-Notification. If You elect to send us a counter notice, to be effective it must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

(i)	A physical or electronic signature of the subscriber.
(ii)	Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
(iii)	A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
(iv)	The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

16. INDEMNITY. You will indemnify, defend and hold Binary Sounds and its officers, directors, employees, shareholders, successors, agents, affiliates, subsidiaries and relevant third parties including advertisers, distribution partners, service providers, licensors, licensees, consultants and contractors (collectively, the “Binary Sounds Entities”) harmless from and against any claims, liabilities, losses, costs, damages or expenses including reasonable attorneys’ fees and costs, directly or indirectly, arising out of or in any way relating to: (i) Your negligence or misconduct; (ii) Your Submissions or any other information or material You submit; (iii) Your conduct, including Your use of the Website and the Service; (iv) any violation or breach of this Agreement; or (v) any violation or infringement of any intellectual property, privacy, publicity, confidentiality or proprietary rights of any third-party as a result of Your use of the Website or the Service (collectively, the “Claims”). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the Binary Sounds Entities. Binary Sounds shall have the right, in its sole discretion, to select its own legal counsel to defend Binary Sounds from any Claims (but by doing so shall not excuse Your indemnity obligations) and You shall be solely responsible for the payment of all Binary Sounds’ reasonable attorneys’ fees incurred in connection therewith. You shall notify Binary Sounds immediately if You become aware of any actual or potential claims, suits, actions, allegations or charges that could affect Your or Binary Sounds’ ability to fully perform their respective duties or to exercise its rights under this Agreement. You shall not, without the prior written approval of Binary Sounds, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against You, if such settlement or resolution results in any obligation or liability for Binary Sounds.

17. WARRANTY DISCLAIMER.

(a)	Your use of the Website and the Service is at Your sole discretion and risk. The Website, the Service and all materials, information, products and services included therein, are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind. BINARY SOUNDS AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE WEBSITE AND THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING OR COURSE OF PERFORMANCE. USE OF THE WEBSITE OR THE DOWNLOADING OR OTHER USE OF ANY CONTENT IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. BINARY SOUNDS ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR OTHER SIMILAR SOFTWARE CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE WEBSITE.
(b)	BINARY SOUNDS AND ITS LICENSORS EXPRESSLY DISCLAIM ANY WARRANTIES: (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE WEBSITE; (II) REGARDING THE CONTENT, SERVICES, ADVICE, INFORMATION OR LINKS PROVIDED BY ANY THIRD PARTY; (III) THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS; OR (IV) THAT THE WEBSITE WILL BE ERROR-FREE OR UNINTERRUPTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BINARY SOUNDS OR FROM YOUR USE OF THE WEBSITE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
(c)	Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to You.

18. LIMITATION OF LIABILITY.

(a)

BINARY SOUNDS ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA OR PROFITS, COST OF PROCURING SUBSTITUTE PRODUCTS OR BUSINESS INTERRUPTION), WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, YOUR USE OF THE WEBSITE AND/ OR THE SERVICE, ANY MATERIALS AVAILABLE TO YOU FROM OR THROUGH THE WEBSITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT BINARY SOUNDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BINARY SOUNDS' LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO BINARY SOUNDS FOR THE WEBSITE AND/ OR THE SERVICE.

(b)

You acknowledge that the limitations set forth above are an essential basis of the bargain and of the allocation of risks between the parties. Some states or jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to You.

19. THIRD PARTY CONTENT. Binary Sounds Content may contain third party content, advertisements and links to other websites. Binary Sounds is not responsible for the third party content, accuracy or opinions expressed on third party websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by Binary Sounds. Inclusion of any linked website on the Website does not imply approval or endorsement of the linked website by Binary Sounds. When You access these third-party websites, You do so at Your own risk. Binary Sounds takes no responsibility for third party advertisements which are posted on the Website, nor does it take any responsibility for the goods or services provided by its advertisers.

20. TERMINATION. You agree that Binary Sounds, in its sole discretion, may terminate Your use of the Website and the Services, for any reason, including, without limitation, if Binary Sounds believes that You have violated or acted inconsistently with the Terms of Service or any additional posted guidelines, rules, and terms and conditions applicable to the Website and the Services. You agree that any termination of Your access to the Website or the Services under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Binary Sounds may immediately deactivate or delete Your password and user name and all related information and files associated with it and/or bar any further access to such files or the Website. Binary Sounds shall not be liable to You or any third party for any termination of Your access to the Website.

21. GENERAL.

(a)	Governing Law. The Terms of Service shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of laws principles.
(b)	Assignment. You may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Binary Sounds. Any attempted assignment in violation of this Section will be null and void and of no force or effect. Binary Sounds may assign this Agreement freely at any time without notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's permitted successors and assigns.
(c)	Waiver. The failure to require performance of any provision shall not affect Binary Sounds’ right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
(d)	Severability. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties' intention and only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will remain in full force and effect.
(e)	Entire Agreement. This Agreement constitutes the entire and exclusive understanding and agreement between You and Binary Sounds regarding this subject matter, and supersedes any and all prior or contemporaneous agreements or understandings, written and oral, between You and Binary Sounds relating to this subject matter.

PRICE LIST

Binary Sounds shall pay You the following prices per format, less any and all applicable fees and expenses:

(a)	Digital: $0.10 per Recording.
(b)	Compact Disc: $0.10 per Recording.

Notwithstanding the foregoing, You may waive cash payment for the sale of any Submissions in exchange for Binary Sounds providing promotional and other marketing services to You. The value of such promotional and other marketing services provided by Binary Sounds shall be determined by Binary Sounds on a case-by-case basis.

The fees and expenses which Binary Sounds may deduct from any amounts to be paid to You hereunder include, without limitation: (a) transaction processing fees, such as credit card transaction fees and other electronic commerce processing, patent royalties or other fees, payable to or retained by unaffiliated third parties in connection with effecting a transaction or transmission, if any; (b) sales taxes, if any; (c) returns and credits, including, but not limited to, those on account of errors in billing, and errors in transmission, if any; and (d) Internet advertising and promotion costs.