Section 1: Terms & Conditions for General Use of AirSpun Services
Below are the terms and conditions (“Terms and Conditions”) governing your use of this web site (“Site”) and/or AirSpun’s Media Booking System and Artist Hosting and E-commerce Services and any and all other services available through the Site or AirSpun (“Services”). By using this site, clicking on a button indicating your consent, or using the Services, you agree to these Terms and Conditions including but not limited to conducting this transaction electronically, and to disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of California law. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS, YOU DO NOT HAVE PERMISSION TO USE THIS SITE. We reserve the right, at our discretion, to update or revise this AirSpun Services Agreement (“Agreement”). Please check the Agreement periodically for changes. Your continued use of this website following the posting of any changes to the Agreement constitutes your acceptance of those changes.
1. GENERAL
These Terms and Conditions set forth the understanding with respect to the use of the Site and/or the Services between you (an individual or entity) and AirSpun, Inc. (collectively with our licensees and assignees referred to as “we,” “us,” or AirSpun), owner and operator of the web pages at or linked to the root URL: http://www.airspun.com, which may expand or change from time to time (the "AirSpun Site"). In addition to the terms of this Agreement, you agree to abide by all of the terms and conditions of our posted Privacy Policy. You may also be subject to additional terms and conditions when you use third-party services, software or other material accessed through or promoted on the Site.
2. ELECTRONIC COMMUNICATIONS
All transactions with or through the Site or AirSpun may, at AirSpun’s option, be conducted electronically. AirSpun may keep records of any type of communication conducted via the Site. All electronic records are deemed sent when they are properly addressed to the recipient and the record enters an information processing system outside the control of the sender or the record enters a region of an information processing system under the recipient's control. All electronic records are received when the record enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent, in a form capable of being processed by that system, and from which the recipient is able to retrieve the electronic record.

3. LIMITED NON-COMMERCIAL LICENSE TO USE SITE
AirSpun hereby grants you the limited right to use the Site only for the purposes of accesing or using the Services. AirSpun reserves the right to suspend or deny, in its sole discretion, your access to all or any portion of the Site. This license is limited to personal and non-commercial uses by you. Any rights not expressly granted to you herein are reserved to AirSpun. No portion of this Site is targeted to children, and any minor should seek consent of his or her legal guardian before using this site. Unless you have received specific written permission from AirSpun, you may not (a) "frame" or otherwise impose editorial comment, commercial material or any information or content on, or in proximity to, content displayed on the Site or (b) alter or modify any content on the Site. Without limiting other restrictions, you agree not to reproduce, transmit, sell, or otherwise exploit the Site and/or Services for any commercial purpose.

  • You understand that all materials that are transmitted to or via the Site (the “Materials”) are the sole responsibility of the submitter. This means that the submitter, and not AirSpun, is entirely responsible for the Materials transmitted through the Site. Further, you understand that by using the Site you may be exposed to Materials that are offensive, objectionable or indecent. You agree that you must evaluate, and bear all risks associated with, the use of any Materials, that you may not rely on said Materials, and that under no circumstances will AirSpun be liable in any way for any Materials or for any loss or damage of any kind incurred as a result of the use of any Materials posted, emailed or otherwise made available via the Site.
  • Your Materials will not disparage in any manner AirSpun, its licensors, or their services and sites.
  • Your Materials shall not infringe the copyright, trademark, publicity/privacy right or other intellectual property right of any third party.
  • You shall not upload to, distribute through or otherwise publish through the Site any Materials that are directly or indirectly commercial in nature or contain any solicitation of funds, promotion, advertising or solicitation for goods or services. You specifically acknowledge that soliciting other users to join or become users or members of any commercial online web site or other organization is expressly prohibited.
  • You shall not upload to, distribute through or otherwise publish through the Site any Materials that contain viruses or any other computer code, corrupt files or programs designed to interrupt, destroy or limit the functionality or disrupt any software, hardware, telecommunications, networks, servers or other equipment.
  • You agree not to post or otherwise make available Materials that include personal or identifying information about another person without that person's explicit consent or that is false, deceptive, misleading, deceitful, or misinformative.
You acknowledge that AirSpun does not pre-screen any Materials posted by you or other users, but that AirSpun and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Materials. Without limitation, AirSpun and its designees shall have the right to remove any Materials that violate the Terms and Conditions or are otherwise objectionable, as well as terminate your access to the Site.
AirSpun may establish practices and limits concerning the use of the Site and Applications, including the maximum disk space that will be allotted to your use. You agree that AirSpun has no liability or responsibility for the storage or deletion of any Materials that you submit or post.

4. ARTIST CONTENT.
In order to participate in the Services, you may provide us with Materials containing one or more sound recording(s), music and/or vocal works, pictures, videos, and/or song lyrics and/or other content (collectively the “Content or Materials ”), to be used by us for the purposes of promoting the creative works themselves or in connection with the Services as described in Section 5 below.
5. LICENSE FOR USE OF ARTIST CONTENT. By the act of delivering Materials to us, you grant us the royalty-free, non-exclusive, world-wide and assignable right and license to reproduce, distribute, publicly display, perform and/or distribute the Materials in whole or in part, alone or together with other material by any and all means available, including but not limited to broadcast radio, HD radio, internet streaming, downloadable podcast, or satellite radio for the purpose of displaying and promoting the Materials on the Site and in connection with the Services. In addition, by delivering the Materials to us you also grant us the the royalty-free, non-exclusive, worldwide and assignable right to use the Materials for the purpose of promoting the Materials and/or AirSpun goods or services and to use your name, likeness, and biographical information in connection with any or all of the foregoing without any payment to you or any other persons or companies.
6. TERM AND TERMINATION OF ARTIST CONTENT LICENSE. The term of this Agreement including the license under this Agreement shall commence when you click on the button indicating your consent to these Terms and Conditions or when you initiate payment for the Services, whichever is earlier. This Agreement will stay in effect for a period of one year from the date of your last use of any Service (the “Participation Period”), provided that the provisions of Paragraphs 5 (License For Use of Artist Content), 8 (Representations and Warranties), 12 (Violation of Terms and Conditions) and 13 (Indemnity) shall survive expiration or termination of this Agreement. Requests to withdraw Artist Materials can be made at any time by emailing webmaster@airspun.com. Upon receipt of a withdrawal request, we will use reasonable efforts to discontinue public access to your Materials. However, in the event that any of the Artist Materials is pending in our booking system, then we will be unable to remove it from our system until it has been successfully reviewed by the target radio station and/or the transaction is complete.
7. COPYRIGHT OWNERSHIP. As between you and us, you retain ownership of the copyrights and all other rights in the Materials furnished by you for use hereunder, subject only to the non-exclusive rights granted to us under these Terms and Conditions.
8. REPRESENTATIONS AND WARRANTIES. You represent and warrant that: (a) we, our customers and licensees shall not be required to make any payments in respect of the authorized use of your Materials, including, without limitation, payments to you, third parties claiming through you or otherwise, music publishers, mechanical rights agents, performance rights societies, persons who contributed to or appear in your Materials, your licensors, unions or guilds; (b) you have the full right and power to enter into and perform the obligations and agreements contained in these Terms and Conditions, and have secured all third-party consents, licenses and permissions necessary to grant the license granted hereunder; (c) the Materials do not contain "samples" of any third party's sound recording or musical composition and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights; (d) the Materials do not and will not violate any law, statute, ordinance or regulation, including FCC broadcast regulations; (e) the Materials are not and will not be defamatory, trade libelous, pornographic or obscene; (f) the Materials do not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data; (g) all factual assertions that you have made and will make to us are true and complete; and (h) you are of legal age of consent in all applicable jurisdictions and, in any event, are at least eighteen (18) years of age.
9. ACCURACY OF INFORMATION. As further consideration for use of the Services, you agree to (1) provide certain current, complete and accurate information about you as required by the application process; and (2) maintain and update this information as needed to keep it current, complete and accurate. We rely on this information to communicate with you about your account and the Services. We will do so only in compliance with our Privacy Policy.

10. SERVICE FEES. As consideration for the Services you have selected, you agree to pay AirSpun, Inc. the applicable Service(s) fees set forth on our Site at the time you elect to subscribe to the Service(s). All airtime fees will be billed immediately pursuant to the payment option you choose and are non-refundable upon acceptance of your spot content by the target media outlet. In the event that your target media outlet does not accept your spot, then you will automatically be refunded for the actual airtime fees associated with your order less a $10 non-refundable reservation fee. In the event you fail to upload media to accompany your order or cancel your order, you will be refunded for the actual airtime fees associated with your order less a $10 cancellation fee. AirSpun may exercise all remedies available to collect fees owed. You agree that if termination occurs due to your failure to meet the terms and conditions of this Agreement or our Privacy Policy, we shall not refund any portion of the fees and (if applicable) immediately bill, in total, any remaining balance owed to us to the credit card or Paypal account your provided. By providing credit card or Paypal billing information, you shall be authorizing us to charge that credit card or Paypal account for use of Services until the termination of this agreement. We have the right to immediately discontinue your ability to use the Service(s) if we do not receive payment when due. Regardless of the method of payment, it is your responsibility to advise us of any billing problems or discrepancies within thirty (30) days after such discrepancies or problems become known. Your credit card issuer agreement governs the use of your designated credit card account in connection with the Service, and you must refer to that agreement and not this Agreement to determine your rights and liabilities as a cardholder.
11. SERVICE DISCLAIMER. You acknowledge that AirSpun will act in good faith to honor radio placement bookings, but that in no event can we guarantee that any radio station will play any “Artist Showcase Spot” or that a specific spot will run within any designated period of time unless and until it is actually accepted by the radio station. Payment will be accepted by AirSpun for radio station bookings upon acceptance of your Artist Showcase Spot by the target radio station. In the event that your spot is rejected by the radio station, AirSpun agrees that (a) you will not be charged for the cost of the actual airtime, and (b) you will receive the radio station’s input response as to why your spot did not run, if same is received by AirSpun. Note that whether or not your showcase spot is accepted by the radio station, the AirSpun reservation fee helps to cover our costs to manage the radio station review process and maintain the technology infrastructure and is therefore non-refundable.
12. VIOLATION OF TERMS AND CONDITIONS You agree that your failure to abide by any provision of these Terms and Conditions, willful provision of inaccurate or unreliable information as part of the application process, or failure to respond for over 30 days to inquiries from us concerning the accuracy of the contact details associated with your account information may be considered by us to be a material breach and that we may terminate any or all of the Services you are using without further notice. We will not refund any fees paid by you if we terminate due to your material breach. Further, you agree that AirSpun shall not be liable for any damages in connection with any such termination.
13. INDEMNITY You agree to indemnify and hold AirSpun, its parent company, affiliates, officers, agents, partners, licensees, customers and employees harmless from any claim or demand, including reasonable attorneys fees, arising out of your Content and Materials, your use of the Site, your actual or alleged violation of these Terms and Conditions (including any of your representations and warranties) or your actual or alleged violation of any third party's rights. Pending the resolution of a claim or demand arising out of or related to the foregoing, we shall have the right to withhold sums due you in an amount consistent with our reasonably anticipated damages and costs.
Section 2: Terms and Conditions for Media Affiliates
Below are the terms and conditions (“Terms and Conditions”) governing your use of this web site (“Website”) and/or any and all services available through the Website or AirSpun (“Services”). By using this Website, clicking on a button indicating your consent, or using the Services, you agree to these Terms and Conditions including but not limited to conducting this transaction electronically, and to disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of California law. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS, YOU DO NOT HAVE PERMISSION TO USE THIS SITE. AirSpun, Inc. (referred to in this Agreement as “we,” “us,” or AirSpun) reserves the right, at our discretion, to update or revise this Media Affiliate Agreement (“Agreement”). Please check the Agreement periodically for changes. Your continued use of this website following the posting of any changes to this Agreement constitutes your acceptance of those changes. In addition to the Terms and Conditions of this Agreement, you agree to abide by all of the terms and conditions of our posted Privacy Policy, available at http://www.airspun.com/index.cfm?do=privacy.policy and by this reference made a part of this Agreement.

Once you have consented to these Terms and Conditions by clicking on the appropriate button on the Website you will be provided with website access to your Media Profile pages located within the Website. You will also receive (as soon as it becomes available) access to your Media Admin area of the website, which will contain several useful functions. It will provide access to your Radio Station profile, AirSpun pricing information, “Artist Showcase” spot reservations, audio advertising spot auditioning capabilities, and the downloading of completed digital spots for airplay on your broadcast or web-streamed station.
1. ACCURACY OF INFORMATION
As consideration for use of the Services, you agree to provide AirSpun, Inc. relevant radio station information, including contact information, program format/genre information, and pricing for 30 and/or 60-second audio advertising spots and such further reasonable information that we may require. You further agree to notify AirSpun in writing whenever you make changes to the pricing information displayed on the Website no less than fourteen (14) days prior to such change taking effect. You understand and acknowledge that AirSpun will be re-selling advertising to end users of the Website who have signed up for an account based upon pricing you have previously set for such advertising. When you click on “Accept” on the Website for any AirSpun booking, you agree to be bound by the pricing you have previously set that governs such booking..
2. AFFILIATE ADDITIONAL RESPONSIBILITIES
Upon acceptance of a spot, you agree to set the week in which the spot will run and provide that general schedule information to AirSpun within seven (7) days following such acceptance. Further, upon request by AirSpun, you will provide an affidavit of schedule verification of billed advertising time, in order for AirSpun to respond to any claims from end users that their spot did not run at the designated day/time, and for other reasonable purposes. In the event that you preview an AirSpun spot and deem it unacceptable, you agree to provide reasons for rejection of the spot, as follows: (1) Unclear recording quality, (2) Inappropriate content for station format, or (3) Further detail (fill in the blank), as necessary. You understand and agree that AirSpun may forward this information on to the end user that submitted such rejected spot.
3. REPRESENTATIONS AND WARRANTIES
You represent and warrant that (a) you have the full right and power to enter into and perform this Agreement, and have secured all third-party consents and permissions necessary to enter into and perform your obligations hereunder; (b) all actions taken by you in connection with this Agreement shall be taken in full compliance with applicable statutory, administrative, regulatory and/or court-made laws, rules and regulations of any jurisdiction, including without limitation those of any performing rights society; (c) any materials prepared by you for broadcast in connection with this Agreement shall not contain any material which infringes upon the copyright or other property right of any person or entity; and to your knowledge, any materials prepared by you for broadcast, shall not contain any material which is defamatory, libelous or which violates the rights of privacy or publicity of any person or entity; and (d) you will fully and completely satisfy and discharge all obligations and liabilities undertaken by you in connection with each and every spot.
4. LICENSE TO USE NAME
You hereby grant AirSpun the non-exclusive, royalty-free worldwide and assignable right to use and/or reproduce your radio station name or company name and logo for promotional purposes. (Your “radio station” name or “company name” is the same as designated on the Media Profile pages of the Website.) You also grant AirSpun the non-exclusive right to refer to your station and/or company on the Website and to identify your radio station and/or company in other marketing materials as an “AirSpun Affiliate.”
5. TERM AND TERMINATION
The term of this Agreement shall commence on the date of this Agreement or the date that you first use services accessed via our Website, whichever is earlier. This Agreement will stay in effect so long as you continue to use any such services and terminate upon the cessation of your use of any such services or the date that we discontinue access to your station or company as set forth in the next sentence (the “Term”). In the event that you wish to discontinue use of our Website services and remove your station or company information from our Website, you may let us know by emailing webmaster@airspun.com, and we will discontinue public access to your station or company information and cease any future bookings on your media outlet as soon as possible thereafter. Notwithstanding the foregoing, the provisions of Paragraphs 3 (Representations and Warranties), 4 (License To Use Name), 7 (Limits of Liability) and 8 (Indemnity) shall survive expiration or termination of this Agreement.
6. COPYRIGHT OWNERSHIP
As between you and us, we retain ownership of the copyrights and all other rights in any and all materials furnished to you for use hereunder, subject only to the non-exclusive rights granted to you under this Agreement. You hereby assign, transfer and convey to us and all right, title and interest that you may have in such materials including, without limitation, any and all intellectual property rights in such materials and goodwill associated with such materials.
7. LIMITS OF LIABILITY
You acknowledge and agree that AirSpun. has taken reasonable efforts to secure agreement from end users to these Terms of Use, which provides that all material submitted by the end user for potential airplay is original, does not infringe on any third party’s copyright or other right, that it will be free from viruses, and that it will not be defamatory, libelous, pornographic or obscene, or otherwise violate FCC regulations, among other things. Your participation in this program and acceptance of any spot for airplay is optional and you are ultimately responsible for the decision to broadcast the spot. You hereby waive any and all claims now existing or arising in the future against AirSpun, its parent, its parent company, affiliates, officers, agents, partners, licensees, customers and employees in connection with any violation of anyArtist Agreement by end users of the Website. By this waiver, you further agree to waive the provisions of Section 1542 of the California Civil Code which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR
Further, if you become aware that any spot submitted for airplay is in violation of the Terms and Conditions of the Artist Agreement, you agree to notify us promptly so that we can take such further action as we deem necessary.
8. INDEMNITY
You agree to indemnify, defend, and hold AirSpun, its parent company, affiliates, officers, agents, partners, licensees, customers and employees harmless from any claim or demand, including reasonable attorneys fees, arising out of your actual or alleged violation of your representations, warranties, obligations and agreements under this Agreement.
9. BILLING
You agree to invoice AirSpun for all spots accepted by you on the Website on a monthly (or quarterly) basis at the price as displayed on your “AirSpun Bookings” web pages. You further agree to comply with AirSpun’s payment terms of 30 days net after receipt of invoices. All billing inquiries should be sent in writing to: Media Billing Administration, AirSpun, Inc., 3182 Campus Drive, #363, San Mateo, CA 94403.
10. SPOT IDENTIFICATION
You acknowledge the provisions of 40 FCC 317 as same may be amended from time to time and agree that all spots aired by you are paid ads and shall be identified on-air as such.
11. EXCLUSIVE JURISDICTION
These Terms and Conditions shall be governed by the laws of the State of California without regard to its conflict of law provisions. Any disputes arising under or related in any way to these Terms and Conditions, the Site or any Services shall be brought in the appropriate forum in San Francisco County, California. The parties hereto hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the County of San Francisco, California, and hereby waive any claim or defense that such forum is not convenient or proper, and consent to service of process by any means authorized by California law.
12. ENTIRE AGREEMENT
These Terms and Conditions as same may be amended, the various terms and conditions contained on the Website, and the pricing structure agreed by you and us as represented on the Website or per a separate agreement between you and us, constitute the entire agreement between you and AirSpun with respect to the subject matters contained therein. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement, and shall not affect the validity and enforceability of any remaining provisions. AirSpun's failure to act with respect to a breach by you or others does not waive AirSpun's right to act with respect to subsequent or similar breaches.
13. AMENDMENTS
You expressly agree that AirSpun may amend or modify these Terms and Conditions or impose new terms or conditions at any time by updating these Terms and Conditions on the Website or upon notice from AirSpun to you as published through the Site or by email. Any use of the Website or order by you after such updating shall be deemed to constitute acceptance of such amendments, modifications, or new conditions. If you do not want to be bound by an amendment, you will need to terminate your registration, if any, and refrain from using the Site or using Services after that date. No other amendments will be valid unless they are in a paper writing signed by AirSpun and by you.
14. NOTICES
Except as expressly stated otherwise, any notices required or allowed under these Terms shall be given to AirSpun by postal mail to: AirSpun, Inc., Legal Department, 3182 Campus Drive, #363, San Mateo, CA 94403, or as to a successor address that AirSpun makes available on the Site or through other reasonable manner. If applicable law requires that AirSpun accepts email notices (but not otherwise), then you may send AirSpun email notice using AirSpun’s contact form. With respect to AirSpun's notices to you, AirSpun may provide notice of amendments by posting them in the Site and you agree to check for changes. Instead or in addition, AirSpun may give notice by sending email to the email address you provide during registration. Notice shall be deemed given 24 hours after it is posted or an email is sent, unless (as to email) the sending party is notified that the email address is invalid.
15. ASSIGNMENT
Each party shall have the right to assign this agreement in whole or in part, and/or delegate and any or all of their respective rights or obligations under this Agreement, in whole or in part, to any person or entity, provided that such party shall remain primarily liable.
primarily liable.