Distinctive Destinations™ Terms and Conditions
By submitting an online application (the “Application”) to become a Distinctive Destinations™ site, you (the “Destination Site”) agree to the following Terms and Conditions (the ‘Terms and Conditions” or the “Agreement”) of the Distinctive Destinations™ program (the “Program”) of the National Trust for Historic Preservation in the United States (the “National Trust”).
- Background & Purpose. The National Trust is a private, nonprofit membership organization that works to save America’s historic places and protects and promotes historic places, including a collection of 27 historic sites that are open to the public around the nation. The National Trust created the Program to bring historic sites together into a marketing collaborative to drive awareness of these historic places as further described in the Program Criteria. The National Trust will manage the Program for an initial six-month pilot period beginning on October 1, 2018 and continuing through March 31, 2019 (the “Pilot Period”). The National Trust reserves the right to discontinue the Program after the Pilot Period. If the Destination Site is accepted to the Program during the Pilot Period, the Destination Site will be informed on or before February 28, 2019, whether the National Trust has decided to continue the Program. The Destination Site agrees to participate in the Program subject to these Terms and Conditions.
- Initial Term. The term will commence on the date the National Trust’s notice of acceptance is sent to the Destination Site’s representative and will continue as follows (unless earlier terminated as allowed in this Agreement): (a) if the Destination Site was approved during the Pilot Period, the term will continue through March 31, 2019; or (b) if the Destination Site was approved after the Pilot Period, the term will continue for 1-year (the “Term”).
- Additional Terms. If the National Trust continues the Program beyond the Pilot Period, after the Initial Term (as defined above), the Term will automatically renew for additional 1 year terms subject to payment of the Annual Fee (as defined below) (the “Additional Term”), unless the Destination Site provides e-mail notice of its intent to terminate this Agreement at least 30 days prior to the end of the Term then in effect.
- Program Benefits. For its participation in the Program, the Destination Site will receive the Program Benefits (the “Program Benefits”) from the National Trust.
- National Trust Membership Benefit; Program Promotion. The Destination Site agrees to provide National Trust members with the benefits (free or discounted admission, discounted gift shop purchases, etc.) described in the Application. The Destination Site agrees to use the Licensed Trademarks (as defined below) to promote the Destination Site’s participation in the Program.
- Annual Fee. Participation in the Program is free during the Pilot Period. After the Pilot Period, the Destination Site agrees to pay to the National Trust an annual fee of $500 to participate in the Program (the “Annual Fee”) as follows: (a) if the Destination Site was approved during the Pilot Period, the Annual Fee will be due by April 1, 2019; or (b) if the Destination Site was approved after the Pilot Period, the Annual Fee will be due no later than 30 days after the National Trust’s notice of acceptance is sent to the Destination Site’s representative. Subsequently, the Annual Fee will be due and payable on the first day of each Additional Term. The National Trust will send e-mail invoices for the Annual Fees, which will be paid no later than 30 days after the date of the invoice.
- License to Use National Trust Materials.
- License to Use National Trust Materials. The National Trust owns and has rights to the trademarks for Distinctive Destinations™ and the stylized logo (the “Licensed Trademarks”), which are subject to all applicable trademark and other rights of the National Trust as owner under United States intellectual property law and international conventions. For the Term of this Agreement, the National Trust grants to the Destination Site a non-exclusive, non-transferable license to use the Licensed Trademarks solely and only in connection with the promotion of the Destination Site as a participant of the Program in accordance with the National Trust Branding Guidelines (the “Branding Guidelines”). Additionally, the Destination Site agrees: (i) to only use the Licensed Trademarks on materials designed to promote the Program and the Destination Site (e.g. banners, signs, website, brochures or other printed and/or digital promotional materials); (ii) to use the following notice on advertising or promotional materials, unless the Parties mutually agree to an alternative: “[Destination Site Name] is a member of Distinctive Destinations™, a program of the National Trust for Historic Preservation”; (iii) to not use the Licensed Trademarks on any object or item for sale, unless authorized in advance in writing by the National Trust; (iv) to not develop different designs for any mark, symbol, logo, character, or other element included within the Licensed Trademarks, without first obtaining the National Trust’s prior written approval; and (v) to not use the Licensed Trademarks for any other purpose, or use any other National Trust-owned intellectual property, without the National Trust’s prior written approval.
- Good Will and Promotional Value. The Destination Site recognizes the value of good will associated with the Licensed Trademarks and acknowledges that the Licensed Trademarks, and all rights and the good will pertaining thereto, belong to the National Trust. The Destination Site agrees that it will not: (i) conduct any activity or produce goods which in any way questions its ethics or lawful practices; (ii) do anything that damages or reflects adversely on the National Trust or the Licensed Trademarks; and (iii) take any action that will in any way impair the rights of the National Trust.
- License to Use Destination Site Materials. The Destination Site has provided the National Trust with photographs, a logo, name, and other information about the management and operation in the Application (collectively, the “Site Materials”). The Destination Site owns and retains the copyright to the Site Materials and grants to the National Trust a perpetual, royalty-free, non-exclusive world-wide, transferable, unconditional, and sublicensable right to use, copy, modify, distribute, reproduce and publish the Site Materials, without any further consent, notice and/or compensation to the Destination Site, in any and all media in connection with the Program and/or for editorial, commercial, promotional, or trade purposes.
- Representations & Warranties. The Destination Site represents and warrants that: (a) it has the right to enter into this Agreement and grant all rights and perform all obligations in this Agreement; and (b) the Site Materials do not violate any law nor anyone’s rights (including intellectual property rights) and is true and accurate to the best of the Destination Site’s knowledge. This provision will survive termination of this Agreement.
- Information Sharing. The Destination Site agrees to make reasonable efforts to respond to the National Trust’s requests for updated information, comments and/or evaluations on the Program, and provide other information as may be reasonably requested. The National Trust will provide the Destination Site with periodic updates on the Program via e-mail.
- Representatives; Notices. The National Trust’s representative is: Abby Horrigan, Director, Marketing Partnerships, (202) 588-6233, firstname.lastname@example.org. The Designation Site’s representative is the contact person specified in the Application. The Parties agree that notices and messages will be sent via e-mail to the representatives. The Parties agree to keep their contact information up to date.
- Release and Indemnification. Since management of the site remains the full responsibility of the Destination Site, the Destination Site will continue to remain responsible for any and all claims of liability arising out of visitation or other activities conducted at the site. All operations of the Destination Site will be in accordance with federal, state and local laws, as may be applicable. The Destination Site agrees to defend, indemnify and hold harmless the National Trust, trustees, officers, employees, agents, affiliates, sublicensees, successors, and assigns from and against all claims, causes of action, demands, losses, damages, fines, and penalties and/or other costs or expenses of any kind or nature (including without limitation reasonable attorneys’ fees) brought by any thirty party as a result of or due to: (a) any personal injury, property damage, or loss arising from or attributable to the Destination Site’s, its directors, officers, employees, subcontractors, and/or agents’ acts, omissions, negligence, and/or misconduct; and (b) the Destination Site’s breach of this Agreement, including without limitation a breach of the representations and warranties made in this Agreement. This provision will survive termination of this Agreement.
- Changes. The National Trust may modify these Terms and Conditions or the Program from time to time. If material changes are made, the National Trust will provide the Destination Site with an email notification. If the Destination Site objects to any changes, the Destination Site may terminate this Agreement under Section 13. The Destination Site’s continued participation in the Program after the changes are published or a notice is sent about the changes to these Terms and Conditions means that the Destination Site consents to the changes.
- Termination. Either Party may terminate this Agreement at any time with email notification to the other Party. On termination, the Destination Site will no longer be a participant in the Program and agrees to immediately remove and discontinue use of the Licensed Trademarks.
- Miscellaneous. If a court with authority over this Agreement finds any part of it unenforceable, the Parties agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, the Parties agree to ask the court to remove that unenforceable part and still enforce the rest of this Agreement. This Agreement is the only agreement between the Parties regarding the Program and supersedes all prior agreements related to the Program. The Destination Site may not assign or transfer this Agreement without the prior written consent of the National Trust. There are no third-beneficiaries to this Agreement. If the National Trust does not act to enforce a breach of this Agreement, that does not mean that the National Trust has waived its right to enforce this Agreement. In the unlikely event the Parties end up in a legal dispute, the Parties agree to resolve it in the courts of the District of Columbia using the laws of the District of Columbia and Federal law, as applicable.
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