Event Listing Agreement
BY SUBMITTING A LISTING, YOU ARE CONSENTING TO THIS LISTING AGREEMENT. IF YOU DISAGREE WITH THIS OR DO NOT FOLLOW THE INSTRUCTIONS, PLEASE DO NOT POST AN EVENT. IT WILL BE DELETED.
WHEREAS Hamilton Musician Media (“Company”) offers services in accord with the terms of this agreement (“Agreement”), and
WHEREAS you (“Event Lister”) seek the services provided by Company.
NOW THEREFORE, in consideration of the mutual promises and benefits contained in the Agreement, the Parties hereby agree as follows:
1.1 In order to enrol in the Company Event Lister Program, Event Lister must accept these terms and conditions. Event Lister certifies that all registration information provided to the Company is accurate and correct.
1.2 Company reserves the right to deny entrance into its Event Lister Program to any applicant that is deemed unqualified for any reason, at Company’s sole discretion.
The term of this Agreement is defined by the event date(s), unless cancelled by either party in accordance with this Agreement.
3.1 Cancellation for cause. Company may cancel this Agreement for cause if Event Lister fails to comply with the terms of this Agreement. Such cancellation will be in writing and will be effective immediately. Cancellation for cause will result in forfeiture by Event Lister of any commissions accrued at the time of cancellation.
3.2 Cancellation of the Agreement, whether for cause or not, automatically revokes Event Lister’s limited license to use the Promotional Materials of Company for the purpose of promoting the products and/or services offered through the Event Lister Program.
4. PROMOTIONAL MATERIALS
Company may make available to Event Lister certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Event Lister website upon request. Event Lister shall display the Promotional Materials on Event Lister’s website prominently and as Event Lister sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Event Lister shall also include a link from the Promotional Materials to Company’s website, as specified by the Company.
6. LIMITED LICENSE TO USE INTELLECTUAL PROPERTY ie. The Event Listing Tool
6.1 Company grants the Event Lister a revocable, non-exclusive, worldwide, royalty-free license to use the Promotional Materials provided by Company during the term of this Agreement.
6.2 The Event Lister is prohibited from distributing, reproducing, modifying, amending, or creating derivative works of the Promotional Materials.
6.3 Event Lister is not granted a license to use any of the Company’s intellectual property or proprietary material, other than the Promotional Materials discussed above.
6.4 Event Lister agrees that it will not contest the validity of any of Company’s trademarks, service marks, copyrights, or any other intellectual property rights.
6.5 Event Lister agrees that it will not adopt any trade or service marks that are confusingly similar or colorably similar to Company’s marks.
6.6 Event Lister agrees that it will not publish inaccurate, defamatory or obscene information or images, and that the purpose of the Event Listing is solely to promote a musical event in the Hamilton, Ontario region.
6.7 Event Lister agrees that it will have no power to edit an event, or delete an event, that has been published without registering as a user on the website.
9. Event Lister INTELLECTUAL PROPERTY
The Event Lister grants Company a revocable, non-exclusive, worldwide, royalty-free license to use the Event Lister’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Event Lister’s participation in the Event Lister Program. The Company has no obligation to announce, advertise, market, or promote the Event Lister’s participation in the Company Event Lister Program, but reserves the right to do so at its sole discretion.
10. Event Lister OBLIGATIONS
10.1 The Event Lister is solely responsible for the development, maintenance and operation of the Event Lister’s website and for placing Links on Event Lister’s website in compliance with the terms of the Event Lister Program.
10.2 Event Lister will make sure all information provided to Company by Event Lister at the time of registration is kept up to date as long as the Event Lister relationship exists.
10.3 Event Lister will not use the Event Lister service/account for any illegal, defamatory, or unauthorized purpose.
11.1 Company represents, warrants and covenants that Company has full authority to enter into this Agreement.
11.2 Event Lister represents, warrants and covenants that Event Lister has full authority to enter into this Agreement and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Event Lister’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term. The Event Lister represents, warrants and covenants that its website does not and will not contain any materials that are illegal and that the Event Lister’s site is not operated for an illegal purpose or in an illegal manner.
11.3 EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED THROUGHOUT THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.
12. LIMITATION OF LIABILITY
12.1 In no event shall the Company have any liability to Event Lister for any lost profits, loss of use, business interruptions, cost of procurement of substitute goods or services, or for any indirect, special, incidental, multiple, exemplary, punitive, or consequential damages however caused, and whether in contract, tort, or under any other theory of liability, whether or not the party has been advised of the possibility of such damage; and
12.2 In no event shall the company’s liability exceed the fees paid under this agreement (zero), whether in contract, tort, or under any other theory of liability.
The Event Lister hereby indemnifies and holds harmless the Company, its officers, directors, employees, contractors, Event Listers, agents, successors and assigns from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that the Company may incur and which are based in whole or in part upon the Event Lister’s participation in the Event Lister Program, any claims that any of the Event Lister trademarks and other intellectual property and proprietary material infringe upon the rights of any third party, the Event Lister breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Event Lister Program, or any claim related directly or indirectly to the Event Lister use, operation or the content of the Event Lister’s website.
14. HEADINGS; STRICT CONSTRUCTION
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent of any provisions of the Agreement. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties agree that this Agreement shall be construed impartially between the Parties without regard to which Party may or may not be considered the drafter or scrivener of the Agreement.
15. NO IMPLIED WAIVER
The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.
16. ENTIRE AGREEMENT
16.1 This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties.
16.2 Company may modify this Agreement at anytime by updating this Agreement on its website.
This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Event Lister may not assign any of its rights under this Agreement, except to a wholly owned subsidiary entity of Event Lister. No such assignment by Event Lister to its wholly owned subsidiary shall relieve Event Lister of any of its obligations or duties under this Agreement. Company reserves the right to refuse to continue the Event Lister relationship with the assignee.
18.1 Any party may change its email address for purposes of this paragraph by giving the other parties written notice of the new email address.
19. GOVERNING LAW; VENUE
This Agreement shall be construed in accordance with, and governed by, the laws of the Province of Ontario. The exclusive venue for any court proceeding based on or arising out of this Agreement shall be Ontario.
20. RECOVERY OF LITIGATION EXPENSES
If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of
the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
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Updated: April 2018