Artists Sunday Patron Agreement
The Patron Program is free in 2020. All applications are subject to approval of Artists Sunday management.
Artists Sunday Patron Agreement
Last Modified: 10/05/2020
The Artists SundayTM is a national movement created by Artists Sunday, LLC (“we”, or “us”) dedicated to supporting and celebrating artists and craftspeople. Together with artists, non-profits, municipalities, we formed the Artists Sunday Alliance to launch Artists Sunday, a program dedicated to encouraging consumers to support artists. We are inviting organizations to become “Patrons” to support and spread the word about Artist Sunday.
Patron desires to become a Patron of Artists Sunday and to provide support to and increase public awareness of Artists Sunday. This Agreement and the Patron Application, at https://artistssunday.com/patron/ , sets out the specifics of the relations between us and Patron, including the Patronage amount which is free for 2020 and the length of the Patronage.
EFFECTIVE DATE AND LENGTH
All Patronages are subject to approval of Artists Sunday management. If the Patron is approved, the Patronage shall begin when the Patronage application has been approved (“Effective Date”). And if approved, the Patronage shall run from the Effective Date until January 31, 2021, when the Patronage term ends. Artists Sunday management will notify Patron by email as to whether they have been approved.
We will acknowledge identify Patron as a corporate patron on the ArtistsSunday.com web site.
PUBLICITY BY PATRON
Patron may identify itself as a corporate Patron of Artists Sunday during the patronage term (from the Effective Date until January 31, 2021) by using the tools in the Patronage toolkit.
NO ENDORSEMENT BY US
Under no circumstances will we be expected to endorse or promote Patron, or its products or services, nor will any such endorsement or promotion be implied or construed based on our acceptance of Patron’s payment or acknowledgment or identification of Patron. Patron will not state or imply, orally or in writing, that we, or its respective officers, directors, or employees, endorse Patron, its products or services.
Patron will not state or imply, orally or in writing, that we, or its respective officers, directors, or employees endorse any particular political view point, campaign, or candidate, or any religious belief, religion, or lack thereof.
Patronage is non-exclusive. Patron understands that we may enter into Patronage or other similar arrangements with third parties.
By participating in this Patronage, the following marketing materials may be available to you (collectively, the “Patron Toolkit”). Patron Toolkit may include marketing assets, such as generic and/or customizable in-store signage, digital banners, sample social media posts and email templates, and more, to be used by you to help promote Artist Sunday and encourage artists to participate in Artists Sunday.
Patron Toolkit is provided to you subject to a limited license to promote your organization in connection with Artists Sunday and to promote participation by artists in Artists Sunday. We may terminate your right to use all or any part of the Patron Toolkit at any time if we determine, in our sole discretion, that (i) you alter the Patron Toolkit in breach of this Agreement, (ii) you use the Patron Toolkit inappropriately or in a manner inconsistent with our values, the values of the Artist Sunday Movement, and/or (iii) you otherwise breach this Agreement.
PATRON TOOLKIT REQUIREMENTS
Except with respect to materials where certain alterations are specifically intended by us (such as sample emails, social postings and templates), Patron Toolkit may not be modified in any way, except as expressly directed or authorized by us in writing.
Any information provided as permitted alterations or modifications to the Patron Toolkit may not include any statement, opinion, information or other content, or be incorporated into any web page, sign, banner or other marketing material that contains content, that:
- – is fictitious, false, inaccurate or misleading;
- – promotes sweepstakes (this means any giveaway or promotion in which random chance, rather than skill, determines who wins or gets a prize);
- – is disparaging or defamatory to any person or entity;
- – contains any profanity or is otherwise obscene, pornographic or offensive;
- – contains superlatives (e.g., words like “best,” “first,” “fastest” and “cheapest”);
- – promotes any illegal or unlawful product or service or suggests, encourages or promotes the violation of any laws, rules or regulations;
- – infringes the rights of any person or entity, including, without limitation, rights of privacy, publicity or intellectual property;
- – promotes or advocates for any sensitive or controversial topic; and/or
- – is otherwise inconsistent with our values or the values of the Artists Sunday Alliance.
You agree that you are solely liable and responsible for the cost of any events, activities and other promotional efforts that you may undertake in connection with Artist Sunday, and for obtaining any necessary permits or permissions in connection with such efforts.
MODIFICATION & CANCELLATION OF ARTISTS SUNDAY
We reserve the right to modify or cancel Artists Sunday, or any portion thereof, at any time at our discretion, without prior notice or liability to you.
DISQUALIFICATION & OUR OTHER REMEDIES
ALL DESIGN ELEMENTS OF THE PATRON TOOLKIT, INCLUDING ANY AND ALL IMAGES, GRAPHICS, LOGOS, HASHTAGS, AND COPY DEPICTED ON PATRON TOOLKIT, ARE OUR INTELLECTUAL PROPERTY. THE PATRON TOOLKIT IS PROVIDED TO YOU SUBJECT TO A LIMITED LICENSE FOR THE PURPOSE OF PROMOTING ARTISTS. YOU MAY USE, DISPLAY AND DISTRIBUTE THE PATRON TOOLKIT FOR THAT PURPOSE, PROVIDED THAT YOU DO NOT MODIFY THEM IN ANY WAY EXCEPT AS EXPRESSLY DIRECTED OR AUTHORIZED BY US IN WRITING.
WE RESERVE THE RIGHT TO DELETE, EDIT OR MODIFY ANY PATRON TOOLKIT AND/OR TO TERMINATE YOUR LICENSE TO USE, DISPLAY OR DISTRIBUTE THE PATRON TOOLKIT AT ANY TIME, INCLUDING IF WE DETERMINE, IN OUR SOLE DISCRETION, THAT (I) YOU HAVE ALTERED OR MODIFIED THE PATRON TOOLKIT IN ANY WAY IN VIOLATION OF THIS AGREEMENT, (II) YOU HAVE USED THE PATRON TOOLKIT INAPPROPRIATELY OR IN A MANNER INCONSISTENT WITH OUR VALUES OR THE VALUES OF THE ARTISTS SUNDAY ALLIANCE, (III) YOU HAVE USED THE PATRON TOOLKIT IN CONNECTION WITH SOMETHING OTHER THAN ARTISTS SUNDAY, OR (IV) YOU HAVE OTHERWISE BREACHED THIS AGREEMENT.
YOU ACKNOWLEDGE AND AGREE THAT ANY IDEAS, TIPS, SUGGESTIONS, OPINIONS, INFORMATION OR ADVICE CONTAINED IN THE PATRON TOOLKIT OR OTHERWISE PROVIDED BY US ARE FOR INFORMATIONAL PURPOSES ONLY, AND SHOULD NOT BE RELIED UPON TO REPLACE THE ADVICE OF YOUR OWN PROFESSIONAL LEGAL, TAX AND FINANCIAL ADVISORS. You acknowledge that there is no guarantee that your Patronage will lead to any sales, much less an increase in sales.
Either party may on its own terminate this Agreement by providing written notice of that decision to the other. Such a termination will be effective 30 days after delivery of the notice by the terminating party.
Either party may immediately terminate this Agreement by giving written notice to the other party if it reasonably believes that the other party has engaged or is engaging in conduct, or has been alleged to have engaged in conduct related to Non-Permitted Associations set forth above and/or that reflects unfavorably upon a party’s reputation. Such a termination will be effective upon delivery of notice.
If either party breaches any of its obligations under this Agreement, the non-breaching party may provide the breaching party with written notice of the breach. If the breaching party fails to cure the breach within 30 days after receipt of such notice, the non- breaching party may terminate this Agreement upon delivery to the breaching party of a written notice to that effect, with the termination effective upon delivery of such notice to the breaching party. The non-breaching party may in its reasonable discretion determine whether the breach has been cured.
Upon termination, the parties will cooperate in transition activities to minimize adverse impacts of the termination. The parties will promptly cease use of any of the other party’s trademarks. Patron will not be entitled to receive any refund of any payments made to us prior to termination. If Patron terminates for convenience, or if we terminate for bad conduct on the part of Patron or breach by the Patron, then Patron will be responsible for all remaining payments due as set out in the Patronage Plan. If we terminate for convenience, or if Patron terminates for bad conduct on our party or breach by us, Patron will have no remaining payment obligations to us.
YOUR NAME & TRADEMARK LICENSE
By being a Patron, you are granting us the right and license to include: (i) your name, your business’s name, logo, service marks, trademarks, trade names, and content provided by you in connection with the Patronage, (ii) a link to your and your business’s social media handle(s) and/or the URL of your or your business’s official website and/or branded web page(s), and (iii) statements, quotes, descriptions, photos, drawings, screenshots, clippings, social media posts and other images and depictions relating to Artists Sunday and/or your Patronage of Artists Sunday, on ArtistsSunday.com, Facebook.com/artistssunday and other web pages or social media accounts dedicated to, or otherwise promoting Artists Sunday, and in other advertising, marketing and promotional materials relating to Artists Sunday (including the right to re-tweet or re-post any social media posts that you publish), in perpetuity, in any and all media, including as such materials may be displayed, performed or distributed by our agents or supporters of Artists Sunday, without any compensation or other obligation to you. You further grant us the right and license to use, publish and incorporate any and all feedback, ideas, comments, suggestions and concepts shared or contributed by you relating to Artists Sunday and the Patronage in perpetuity for any purpose without any compensation or other obligation to you. You acknowledge that we have no obligation to exercise any of the foregoing rights. We shall comply with any reasonable trademark guidelines that you may provide.
You further acknowledge that we may have developed or may develop ideas and concepts similar or identical to the ideas and concepts that you develop for Artists Sunday or the Patronage. Nothing shall restrict our right to create, protect (whether by patent, trademark, copyright, trade secret or other means), procure or market any programs, products or services whether relating to Artists Sunday or otherwise, and you agree not to challenge or make claims against or to such programs, products or services.
You agree that the rights granted by you in this Agreement does not conflict with any commitment on your or your organization’s part. You agree that your statements and feedback will (i) reflect your honest opinions, beliefs, and experiences; and (ii) not include representations that are untrue, misleading, unsubstantiated or deceptive. You agree to immediately inform us of any material changes in beliefs, findings or opinions that you have expressed publicly and/or to us.
OUR NAME & TRADEMARK LICENSE
By being a Patron, we are granting you the right and license to include: (i) our name, our business’s name, logo, service marks, trademarks, trade names, and content provided by us in connection with the Patronage, (ii) a link to our and our business’s social media handle(s) and/or the URL of our or our business’s official website and/or branded web page(s), and (iii) statements, quotes, descriptions, photos, drawings, screenshots, clippings, social media posts and other images and depictions relating to Artists Sunday and/or your Patronage of Artists Sunday, on your web pages or social media accounts dedicated to, or otherwise promoting Artists Sunday, and in other advertising, marketing and promotional materials relating to Artists Sunday (including the right to re-tweet or re-post any social media posts that we publish), in perpetuity, in any and all media, including as such materials may be displayed, performed or distributed by your agents or supporters of Artists Sunday, without any further compensation or other obligation to us, except as set forth in the Patronage Plan. You shall comply with any reasonable trademark guidelines that we may provide.
We and Patron each acknowledge that (a) it has no interest in the other party’s trademarks other than the license granted under this Agreement, (b) the other party will remain the sole and exclusive owner of all right, title, and interest in its trademarks, and (c) any and all goodwill in the other party’s trademarks will inure solely to the benefit of the other party.
The parties will each appoint one individual to act as principal contact person and to facilitate communication. The initial appointees are identified in the Patronage Plan. Each party may change its contact person at any time and will so notify the other.
The parties will maintain records relating to the Patronage in a manner such that each party can evaluate compliance with this Agreement, and will make those records available for review by one another on reasonable notice during the term of this Agreement and for a period of three (3) years after termination or conclusion of the Patronage. The parties will each reasonably cooperate with one another in providing information relating to its activities under this Agreement in connection with any financial or tax audit, or similar matter, in which the other is engaged.
REPRESENTATIONS & WARRANTIES; INDEMNIFICATION
You agree to indemnify and defend us, Artist Sunday Alliance members, participating artists and websites, and their respective parents, affiliates, licensees, direct or indirect subsidiaries, and advertising and promotion agencies, and the respective officers, directors, shareholders, employees, agents and representatives of the foregoing (collectively, “Released Parties”) from any against any and all costs or damages (including court costs and reasonable attorneys’ fees) resulting from any action, claim or demand, including any governmental inquiries or investigations, that may be made or brought against a Released Party (a “Claim”) arising out of or relating to your Patronage.
You agree to release, discharge and hold harmless us and other Released Parties from any and all injuries, liability, losses and damages of any kind to persons, including death, or property resulting, in whole or in part, directly or indirectly, from your Patronage.
You acknowledge and agree that the Released Parties are not responsible for lost, late, incomplete, damaged, inaccurate, stolen, delayed, misdirected, undelivered, or garbled submissions; or for lost, interrupted or unavailable network, server, Internet Service Provider (ISP), website, or other connections, availability or accessibility or miscommunications or failed computer, satellite, telephone or cable transmissions, lines, or technical failure or jumbled, scrambled, delayed, or misdirected transmissions or computer hardware or software malfunctions, failures or difficulties, or other errors or difficulties of any kind whether human, mechanical, electronic, computer, network, typographical, printing or otherwise relating to or in connection with your Patronage. You further acknowledge and agree that the Released Parties are not responsible for any loss, injury or damage to property related to or resulting from your use of any material provided by us or downloading materials from or use of any website in connection with Artists Sunday.
DISCLAIMER OF WARRANTY
WE ARE PROVIDING ANY MATERIALS ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, ACCURACY AND TIMELINESS, TO THE FULLEST EXTENT PERMITTED BY LAW.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN NO EVENT SHALL WE, ARTISTS SUNDAY PARTICIPANTS, THE ARTIST SUNDAY ALLIANCE, THEIR MEMBERS, DIRECT OR INDIRECT SUBSIDIARIES, CONTROLLED AFFILIATES, AGENTS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU FOR ANY LOST PROFITS OR REVENUES, OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE PATRONAGE, EVEN IF THEY, OR ANY OF THEM, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE RELEASED PARTIES’ AGGREGATE LIABILITY ARISING OUT OF THE PROGRAM WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, THE RELEASED PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Any and all disputes, claims or actions arising out of or relating to your Patronage, including the enforcement and interpretation of this Agreement (“Disputes”), shall be governed by the substantive laws of the state of Texas without regard to conflict of law principles, and shall be brought solely within the state of Texas and Travis county.
You agree that any Dispute shall be, upon the election of either you or us, submitted for binding arbitration, which shall take place in the State of Texas, Travis County pursuant to the rules of the American Arbitration Association (“AAA”). Disputes shall be arbitrated on an individual basis. There shall be no right or authority for any Disputes to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other persons or entities similarly situated. No arbitration award or decision on any Disputes shall be given preclusive effect as to issues or claims in any dispute with anyone who is not a party to the arbitration. You and we will be responsible for paying your and our respective shares of the arbitration fees (including filing, administrative, hearing and/or other fees) as provided by AAA rules. The provisions of this paragraph may be enforced in a court of competent jurisdiction.
THIRD PARTY BENEFICIARIES
Except as otherwise expressly set forth herein, this Agreement is for the sole benefit of you and us and your and our respective successors and permitted assigns and nothing herein express or implied shall give or be construed to give any person other than you and us any legal or equitable rights hereunder.
You may not assign any of your rights or delegate any of your obligations under this Agreement without the prior written consent of us. Any purported assignment or delegation in breach of this provision will be null and void.
This Agreement constitutes the entire agreement between the parties and supersede all previous discussions, agreements, promises, proposals, representations and understandings pertaining to the subject matter hereof.