This Agreement is made by and between you, the PURCHASER (hereinafter the Licensee), and Western Arts Alliance (hereinafter referred to as “WAA”), a California not-for-profit corporation with its principal office located at 715 SW Morrison, Suite 600, Portland, OR 97205.
Purchase and usage of the Presenter List described below is conditional upon your agreement to the terms and conditions set out below. If you do not agree to these terms, you must not purchase, download, access or otherwise use the Presenter List. WAA reserves the right to amend, change, and update this license agreement at any time and without prior notice. Please refer back to this license agreement on WAA’s website from time to time. Continued use of the Presenter List will constitute your acceptance of any license changes.
Whereas WAA has developed lists of the names, mailing and email addresses of its presenting members (hereinafter referred to as “Presenter List”) which it desires to make available by license to WAA Members for their use in the promotion of various services and products offered by said WAA Members; and whereas Licensee desires to obtain a license to use the Presenter List to facilitate the promotion of its services and products; now, therefore, in consideration of the payment to WAA of an amount specified on the Presenter List Subscription webpage, and in further consideration of the undertakings and promises set out in this License Agreement:
- WAA hereby grants to Licensee a non-exclusive, revocable, multi-use license, effective for one year from the date of purchase, to use the Presenter List for the sole purpose of allowing Licensee to send direct mail or email to WAA members on the Presenter List promoting Licensee’s services and products. Licensee agrees that Licensee’s use of the Presenter List shall be in conformance with the Criteria for Use of Presenter List established by WAA, as amended from time to time, attached hereto and incorporated herein by this reference.
- Licensee is purchasing a license to use the content of the Presenter List in accordance with this license, and is not purchasing the content of said List itself. Licensee acknowledges that the contents of the Presenter List are and remain the sole, valuable and confidential property of WAA before, during and after Licensee’s purchase of a license and/or any download or use of said Presenter List by Licensee. Licensee agrees not to disclose the contents of the Presenter List to any third parties, contractors, agents, representatives or employees other than those who are necessary to carry out the promotion of the products or services for which the license is being obtained, and to require said persons to keep the Presenter List confidential and to use it only as permitted in this Agreement. Further, Licensee agrees not to make any copies or other reproductions of said Presenter List other than as may be necessary to prepare mailing information or other material required as contemplated in this Agreement. Licensee agrees that upon termination of this license it will promptly return to WAA any copies of, or any other media containing information about, the Presenter List, along with a written statement indicating that the information returned to WAA constitutes all the copies of that information held by Licensee and any third parties, contractors, agents, representatives and employees having access to the Presenter List.
- WAA may terminate this Agreement, the license granted herein, and the use of the Presenter List by Licensee at any time and without prior notice for any reason or for no reason, in WAA’s sole judgment. Licensee agrees that in such event the sole remedy it shall have for such termination shall be a refund of the consideration paid to WAA for the Presenter List as specified on the Presenter List Subscription webpage. WAA may also terminate this Agreement, the license granted herein, and the use of the Presenter List by Licensee at any time and without prior notice upon a breach of this Agreement, including any use of the Presenter List for any purpose other than those expressly permitted herein, or any failure to use the Presenter List in accordance with the Criteria attached hereto, by Licensee or any third parties, contractors, agents, representatives or employees working or appearing to work on Licensee’s behalf. In the event of WAA’s termination of this Agreement due to Licensee’s breach, WAA will not refund any consideration paid to WAA by Licensee. Upon termination of this Agreement by WAA, without specified cause or because of Licensee’s breach, Licensee will promptly return to WAA any copies of, or any other media containing information about, the Presenter List, along with a written statement indicating that the information returned to WAA constitutes all the copies of that information held by Licensee and any third parties, contractors, agents, representatives and employees having access to the Presenter List.
- WAA reserves the right to seek injunctive and monetary relief for damages, actual and consequential, to the maximum extent allowed by law. Licensee acknowledges that, given the nature of the information contained in the Presenter List, a breach of this Agreement may be such that WAA could be adequately compensated by monetary damages, and thus, Licensee agrees that WAA may, in addition to all other remedies available to it by reason of this Agreement or at law, pursue injunctive relief to restrain or stop any misuse, anticipated or intended, of the Presenter List and to require the prompt return to WAA of the Presenter List.
- Licensee agrees to comply with the provisions of the CAN-SPAM Act regulating business-to-business email. (A copy of the CAN-SPAM Act is available on WAA’s website.)
- Licensee agrees to and does hereby indemnify WAA, its agents, officers, representatives and employees against any and all losses, costs, expenses, damages and attorney fees incurred by or threatened against WAA arising out of or related to the use, either by act or omission, of the Presenter List by Licensee or any third parties, contractors, agents, representatives or employees granted access to said Presenter List by Licensee. Licensee agrees to pay any and all attorney fees incurred by WAA as a result of any actual or threatened breach of this Agreement by Licensee, its third parties, contractors, agents, representatives and employees.
- This Agreement shall be construed according to the laws of the State of Oregon. Licensee hereby consents to litigate any dispute arising out of or related to this Agreement in Multnomah County, Oregon.
- Neither this Agreement nor the license granted herein may be assigned by Licensee without the prior written consent of WAA.
Criteria for Use of Presenter Lists
- The product, service or information described in the material to be distributed must be clearly related to the performing arts touring and presenting field, or the normal business activities of those in the performing arts. It must be of substantive interest and utility to the business activities of a significant portion of the membership of the Western Arts Alliance (WAA).
- The product, service or information must be consistent with the purposes, policies, practices, interests and philosophies of WAA.
- WAA reserves the right to decline to grant a license to a requesting organization or individual when the product, service or information is deemed to be unreasonably duplicative of, or otherwise unrelated to, the products, services, benefits, programs or activities of WAA, or when it may otherwise be adverse to the proprietary rights of WAA.
- The product, service or information and the material that represents it, must be in good taste and must not be offensive, as determined by WAA in its sole judgment. WAA reserves the right to decline to grant a license, or to revoke a license, to a requesting organization or individual if the product, service or information or the material that represents it may subject WAA or its members to criticism, embarrassment or risk of liability.
- The requesting organization or individual must, upon WAA's request, demonstrate the intent, ability and experience necessary to deliver the products, services or information as represented. Such demonstration may include, at WAA's request, appropriate financial references, business references, or other references, or sources of such assurance reasonably deemed necessary and acceptable by WAA.
- Any communication from a licensee to a contact on the WAA list must not be principally for political, religious, or charitable purposes, as determined by WAA in its sole judgment.
- Any label set or email list produced by the Licensee shall not include the name of any member who has requested in writing that his or her name be excluded from member-to-member marketing by postal mail and/or email.