Spinitron, LLC. Service Agreement

This Service Agreement is between your station as client as identified on your invoice and Spinitron, LLC. 199 W Newton St, Boston MA 02116, as service provider. In the text below, "we", "Spinitron, LLC." and "Spinitron" means the service provider and "the client", "the client station" and "you" means the client entity.

The term of this Service Agreement is specified on your invoice. By paying the invoice, you indicate that you agree with the terms and conditions of this Service Agreement.

1 Services Provided

We agree to provide you with the following services for the term of this Service Agreement:

You agree to provide:

In particular, the client station agrees to take responsibility for validating user accounts in the manner set out in Appendix B.

2 Ownership and licensing of intellectual property

Spinitron owns all intellectual property in the visual and functional design of all aspects of all web pages at http://spinitron.com/ except for the client station’s logos, names, slogans and trade marks etc. that are part of station configuration.

The names of artists, songs, disks and record labels entered into the database by the client generally belong to neither Spinitron nor the client.

The arrangement of artist, song, disk and record label names (together with some auxiliary data) into playlists is the client station's essential creative input into the database and is the client station's intellectual property.

The design and structure of the relational database that stores the client's data is the property of Spinitron and is a trade secret. Hence the internal arrangement of client's data within the database is Spinitron's property. The software that operates on and processes the data in the database is also Spinitron's property.

"Derived reports" are any results of processing the data in the database other than simply reproducing the client's playlists. Derived reports can include for example statistical data, Top-30 lists, or selective listings of data in the database and many other kinds of information. So any output from the Spinitron web pages other than simply displaying your playlists as your members entered them is a derived report.

Spinitron gives the client station a license for the term of this Service Agreement to produce derived reports using the features provided on the Public Web Site and the Station Member Site. This license allows the client station to use the derived reports for any purpose including commercial purposes but does not permit sale of the derived reports.

The client station gives Spinitron a license to use its playlist data in the database to produce derived reports, use these for commercial and other purposes and sell the derived reports. The license is not limited to the term of this Service Agreement.

Third parties cannot access the data in the database except through the Public Web Site. An Acceptable Use Statement that third parties implicitly agree to by when they view pages on the Public Web Site governs the use of the Public Web Site. Roughly speaking, acceptable use by third parties includes casual browsing and searching of playlists. Systematic data trawling, for example in order to generate a copy of part of the database, is not acceptable use.

3 Privacy, Security, Reliability, Performance

Spinitron agrees to make reasonable, practicable and customary efforts to:

Spinitron does not guarantee or provide a warranty that all the above goals will be met.

Spinitron reserves the right to remove inappropriate playlist or other content at our sole discretion.

3.1 Protection of private user information

The information in the database that is considered private is limited to each user's:

All other personal information in user profiles is considered public information.

Those authorized to view a user's private information are:

Two additional authorized disclosure situations are:

Apart from these authorized disclosures, and except as required by law, Spinitron will not disclose a user's private information.

User passwords are not stored in Spinitron and can therefore not be viewed by anyone. There is no way to recover a lost or forgotten password. User passwords can however be reset.

4 Playlist chat

This section of the Service Agreement applies to you if you enable the Playlist Chat feature, which is disabled by default, and continues to apply so long as chat content exists in your Spinitron database

Playlist Chat is an optional feature of Spinitron that you may enable or not as you choose. It is a web-based service the general public can use to communicate in short text messages with each other and with the radio show host in the context of a specific playlist in Spinitron. If chat is enabled and the show host chooses to open a chat room for the playlist then a column appears beside the playlist in which the chat messages appear as they are added by listeners and the host.

Playlist Chat allows anyone or anything connected to the Internet to add content to your playlists in Spinitron and consequently to your web site and to Spinitron’s web site. So it can expose your station, its management, staff, members and parent entities and Spinitron to legal responsibilities, liabilities and other risks.

To mitigate these risks we identify three relationships between, respectively:

Relationships 1 and 2 are regulated by a Terms of Service document that is unconditionally imposed on public chat users. This Service Agreement regulates Relationship 3.

Your use of Playlist Chat is subject to this Service Agreement and to the Terms of Service. By enabling Playlist Chat you state your agreement to be bound by this Service Agreement and to the Terms of Service

The Terms of Service comprises a text that Spinitron provides to which each member station adds its own text. The Spinitron text defines the term “service provider” as being the Spinitron member station and Spinitron collectively and regulates the relationship between the service provider and service user. Thus, in its stand-alone form, this text would regulate Relationship 2 to some extent, notwithstanding this, the Spinitron text is designed and intended solely to protect Spinitron’s interests. Spinitron makes no claim regarding the suitability of the Spinitron-provided Terms of Service text for any other purpose. Spinitron accepts no responsibility for protecting your station’s interests and refuses any liability for your station’s risks in the use of Spinitron-provided services. You are solely responsible for adding Terms of Service text (appended to the Spinitron provided text) that protects your station’s interests.

You accept and will respect all Spinitron’s rights and protections in the Spinitron-provided Terms of Service text. You accept all responsibilities and duties that text places on your station insofar as any exist and as altered by your appended text. You accept that public users of Playlist Chat and their use of the service will be bound the Terms of Service text.

In appending your own Terms of Service text to the Spinitron provided text, you may not append: any text that limits the protections and rights of Spinitron in the Terms of Service; or any text that places responsibilities, duties or liabilities on Spinitron.

You agree to actively manage the operation of Playlist Chat at your station in conformance with the Terms of Service and this Service Agreement. Such management might include: establishing station policies, procedures, rules, regulations and training pertaining to Playlist chat; training of staff; pre-screening and/or deletion of inappropriate chat messages.

Spinitron refuses all responsibility to actively manage your station’s Playlist Chat but we reserve the right to delete any chat content at our sole discretion. We also reserve the right to disable your station’s Playlist Chat and/or delete all chat content at our sole discretion and without prior notice.

You agree to hold us harmless from and against any claims arising from your use of Playlist Chat or any other Spinitron-provided service.

Your station is solely responsible for the chat content posted by its staff.

Spinitron will not be held responsible or liable for any damage incurred from the use of any chat content.

We reserve the right to remove any content including that posted by members of your station without notice but we are not obliged to do so except as required by law. Under no circumstances will we be held responsible for any content that is in breach of copyright or in violation of any other law.

You agree that you must evaluate your use of the Playlist Chat feature and bear all risks associated with its use.

You agree to hold us harmless and defend us and indemnify us from any civil actions filed or threatened to be filed by any third party or entity that determines your operation of the Playlist Chat feature supports a legal cause of action.

5 Terms

5.1 Service establishment

Spinitron will establish service for your station upon receiving your order or request. Spinitron may initially provide a free trial. Service fees and payment schedule are as agreed and shown on your invoice.

This Service Agreement is in force as soon as the service is established and remains in force so long as the service is available to you. Hence you are bound by the Service Agreement whether you are in a trial period, in regular service or in arrears. Your obligations apply so long as the service is available to you. Spinitron is not obliged to continue to provide service and is not bound by this Service Agreement if your account is in arrears.

5.2 Service Agreement Expiration

Spinitron will terminate service when this Service Agreement expires unless the client is actively perusing continued service. Spinitron will give a 30-day grace period to stations that have indicated their intention to continue service.

5.3 Termination with cause

The client may terminate this Service Agreement with cause if Spinitron fails to meet the terms of this Service Agreement. Spinitron will refund the pro-rata portion of any paid service fee after the client terminates with cause.

Spinitron may terminate the Service Agreement with cause if the client fails to meet the terms of the Service Agreement. This can happen by, for example, failing to pay your service fee, consistently failing to take adequate care to prevent unauthorized use of the Station Member Site, or failing to take appropriate measures in the case of system abuse by the station's members. Spinitron is not obliged to refund any part of the service fee in the case of such termination with cause.

5.4 No warranty

Spinitron explicitly gives no warranty for the services provided, makes no claim that the service is suitable for any given purpose and accepts no liability in these regards.

5.5 Limitations and indemnity

Spinitron is obliged to meet the terms of this Service Agreement. Spinitron's maximum liability in the case of failure to meet these terms is limited to the refund of the client's fee.

Spinitron may hold the client liable for costs incurred as a result of willful abuse of the system by the client or by the client station's members or as a result of serious neglect of administrative responsibilities that leads to abuse of the system by a third party.

You agree to hold us harmless from and against any claims arising from your use of Spinitron.

Your station is solely responsible for the playlist or other content posted by its staff in Spinitron. Spinitron will not be held responsible or liable for any damage incurred from the use of any of your content in Spinitron. We reserve the right to remove any content including that posted by members of your station without notice but we are not obliged to do so except as required by law. Under no circumstances will we be held responsible for any content that is in breach of copyright or in violation of any other law.

You agree to hold us harmless and defend us and indemnify us from any civil actions filed or threatened to be filed by any third party or entity that determines your Spinitron supports a legal cause of action.

6 Appendix A: Description of services

6.1 The client station's Public Web Site

Your station's Public Web Site will have a URL something like:

http://spinitron.com/radio.playlist.php?station=wxyz

where 'wxyz' is your station's unique name.

A simple way to learn what is normally provided on the Public Web Site is to look at an existing member station's Public Web Site at http://spinitron.com/radio/.

The features of a client's Public Web Site currently include:

6.2 The client's Station Member Site

A Station Member Site is provided for the use of all station members belonging to a client station.

The features of a client's Station Member Site currently include:

7 Appendix B: Procedure for protection against unauthorized access

The Station Member Site includes a self-service user account creation feature. This is provided so that administrators are not burdened with the task of creating user accounts for all their station members. There is therefore a need for a procedure to manage the risk of unauthorized third parties from creating and using user accounts on the Station Member Site. Aspects of this procedure are described below.

The client station chooses an access-code that its members must provide when they create their user accounts. Without this access-code, user accounts cannot be created in your database. An administrator can change the access-code at any time.

New user accounts are created with permissions set to New User. A New User's usage of the system is limited in several ways:

When a new user account is created an email is sent to all the station's administrator users informing them of the new account creation. These administrators are expected to validate the new user accounts by inspecting the information in its User Profile and performing appropriate checks to ensure that the person who created the user account is who he or she claims to be and is authorized to have a user account on the Station Member Site.

When the client station's administrator(s) are confident that the New User account is valid they should set the new user's permissions to the User level or, if appropriate, higher.

The client station's administrator(s) can disable a user account by setting its permissions to Disabled.