Supplemental Promotional Use Trademark License Terms

Last Updated: September 10, 2020

1. Trademark License
a. The terms set forth in this Supplemental Promotional Use Trademark License Terms (“Supplemental Terms” ) apply to the License granted by SXSW to Client in the Promotional Use Authorization Letter (“Letter” or “License”). The terms SXSW, Client, and all other defined terms in the Supplemental Terms shall have the same meaning as in the Letter. If you have not received the Letter from SXSW, these Supplemental Terms do not apply.
b. SXSW grants you a non-transferable, limited, non-exclusive, revocable license during the Term to reproduce and display the SXSW Marks, with SXSW’s prior approval, in association with the distribution, promotion, production, or streaming of Event Content solely for your non-commercial promotional and publicity purposes and subject to the limitations set forth herein and described above.
2. Quality Control
a. SXSW agrees that the current quality of goods and/or services provided are acceptable, and you agree to maintain at least the current level of quality for the goods and/or services provided under the SXSW Marks during the Term pursuant to the Letter. In the event the nature and quality of the goods and/or services provided by you under the SXSW Marks fail to maintain such existing quality, or otherwise do not conform with such standards set by SXSW, SXSW may, solely in its sole discretion, notify you in writing of such non-conformity and provide you with an opportunity to cure the nonconformity within seven (7) calendar days of your receipt of such notice in accordance with the limitations below. Notwithstanding the foregoing, SXSW may terminate the License at any time during the Term upon written notice to you if SXSW believes in good faith that you have breached the terms of the Letter or Supplemental Terms.
b. During the Term, you shall use the SXSW Marks in compliance with any and all standards prescribed by SXSW regarding use of the SXSW Marks, and will promptly take such corrective action as SXSW may reasonably require in order to maintain and/or conform to those standards. You shall not modify, deface, or otherwise alter the SXSW Marks that appear in the Event Content.
c. If and when requested by SXSW, you will send SXSW video footage of Event Content featuring the SXSW Marks to permit SXSW to determine whether your use of the SXSW Marks meet the standards and level of quality approved by SXSW.
3. Ownership and Policing
a. Ownership of the SXSW Marks and the goodwill relating thereto shall remain vested in SXSW both during the Term and thereafter, and you agree never to challenge, contest or question the validity of, and SXSW’s ownership of, the SXSW Marks, and/or any SXSW trademark registrations or applications for those marks. Nothing in the Letter or Supplemental Terms shall be deemed to restrict or prevent SXSW from using or licensing the SXSW Marks in any manner, medium or form, whether now known or hereinafter devised. You acknowledge that you do not have any right, title or interest in the SXSW Marks, or any other trademarks of SXSW, and agree that nothing in this Letter shall give you any rights, titles or interests in or to the SXSW Marks other than those expressly granted to you hereunder. Your use of the SXSW Marks and the goodwill generated thereby will inure to the benefit of SXSW.
b. You will not use the SXSW Marks in any manner that may detract from or impair the integrity, character, or reputation of SXSW or the SXSW Marks. Rights not expressly granted herein are reserved by SXSW. The License is granted exclusively to you and is not assignable or transferable without the written consent of SXSW. Any use of the SXSW Marks not expressly stated herein requires the advance written approval of SXSW.
4. Terms & Conditions
a. Provisions that are intended to be of a continuing nature (including without limitation those set forth below (“Indemnities”) shall survive the expiration of the Term and remain in full force and effect.
b. Notwithstanding any contrary provision in the License or Supplemental Terms, if either party fails to comply with any of its obligations under the License and Supplemental Terms, the aggrieved party may serve on the defaulting party a notice of default specifying the nature of the default. If the default is not cured within five (5) days from service of the notice of default, the aggrieved party may then service a notice of termination, and the License shall be automatically terminated upon service of said notice of termination.
c. Upon expiration or termination of the License and Supplemental Terms, all rights granted to you shall cease, and you: (a) shall cease any and all distribution, promotion, display, and/or streaming of Event Content featuring the SXSW Marks; (b) shall refrain from further use of the SXSW Marks, or any mark, logo, or name reasonably deemed by SXSW to be similar thereto; and (c) shall not operate its business in any manner which would misleadingly suggest to consumers that the License is still in force or that any relationship exists between you and SXSW. You acknowledge that failure to comply with this provision will result in immediate and irreparable harm to SXSW, entitling it to injunctive and any and all other appropriate relief.
d. You shall be solely responsible for procuring and paying for all necessary rights, licenses, and/or clearances in connection with your authorized use of the Event Content described above, which shall include, without limitation: (i) all required rights, licenses and clearances for the use of all musical compositions, sound recordings, audio-visual recordings, or any other copyrightable works reproduced, publicly performed, displayed, distributed, and/or transmitted (in whole or in part) in or in connection with the Event Content (or upon which other works in the Event Content are derived or based), including without limitation any required payments to recording artists, music publishers, performance rights organizations, songwriters, writers, actors, producers, and all other rights owners and/or royalty participants; (ii) all required rights, licenses, and clearances for the use or display of any trade name, trademark, and/or service mark featured in the Event Content; and (iii) all required rights, licenses and clearances for the use, display, and/or promotion of the name, voice, likeness, photograph, biographical data, performance or other attribute of any individual appearing, recorded, or otherwise included in the Event Content.
e. You shall ensure that any additional sponsors and/or partners involved in the production or promotion of Event Content (“Event Content Co-Sponsor”) have applied and fully executed a separate 2020 SXSW Event Content Trademark License. You agree to notify SXSW of all prospective Event Content Co-Sponsors by February 24, 2020. If you fail to notify SXSW of any Event Content Co-Sponsors by February 24, 2020, SXSW reserves the right to terminate the License without advance notice or opportunity to cure. If SXSW exercises its right to terminate the License pursuant to this provision, you are liable to SXSW for all charges under the License, and for all costs of collection, including all court costs and reasonable attorneys’ fees, whether or not a suit is filed.
f. You agree to indemnify, defend, and hold SXSW and its respective agents, directors, officers, successors, licensees and assignees harmless from and against any and all claims, liabilities, costs, damages and expenses (including reasonable attorney’s fees and costs) arising out of or in connection with any breach of your warranties, obligations, and representations herein, or any claim, demand or action arising from your use of the SXSW Marks or the Event Content in accordance with the License and Supplemental Terms, which results in a final adverse judgment, an arbitration award, or a settlement with your consent (not to be unreasonably withheld). Without limitation, you agree that your obligation to indemnify SXSW will extend to any breaches of your obligation to be solely responsible for any and all payments to any and all musicians, songwriters, producers, singers, firms, corporations, companies, groups, unions and all other third parties required for your lawful use of the Event Content in accordance with this License, and agree to defend, indemnify, and hold SXSW harmless with respect to any claims arising therefrom.
g. All notices hereunder shall be sent in writing and shall be deemed to be duly given as of the date of delivery if hand delivered or as of the postmark if sent by United States certified or registered mail, return receipt requested, postage fully prepaid, to the applicable address, or to such other person or address as the receiving party may have designated by written notice to the other.
h. The terms of the Letter and Supplemental Terms shall be maintained as confidential by you and SXSW and shall not be disclosed to any third party, except, upon reasonable notice to the other party. Either party may disclose the terms to the minimum extent required by law or court order or by the rules and regulations or directives of any regulatory agency or authority or as necessary to enforce the terms of the Letter and Supplemental Terms or for accounting or tax purposes.
i. The Letter and Supplemental Terms represent the entire agreement between the parties as to the subject matter hereof, and may not be modified or otherwise affected except by a written document signed by both parties hereto. The Letter and Supplemental Terms shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns. SXSW may assign its rights and obligations under the Letter and Supplemental Terms, but you may not assign its rights and obligations under the Letter and Supplemental Terms, in whole or in part, without the prior written consent of SXSW. Nothing contained herein shall be construed to constitute a joint venture or partnership between the parties. Headings are included for convenience only and shall not be used to construe the Letter and Supplemental Terms. The Letter and Supplemental Terms shall be governed, construed and enforced for all purposes under and in accordance with the laws of the State of Texas, without reference to its choice of laws principles to the contrary. Exclusive venue and jurisdiction for any dispute arising out of this agreement shall be in the state and federal courts located in Austin, Texas.