The following provisions and appendices comprise the full Terms and Conditions (“Agreement”) which govern all FTR events and supersede all other documentation unless expressly amended by written addendum directly referencing this Agreement. All other FTR forms incorporate this Agreement fully.
- Some terms are defined throughout this document. Other terms are defined below.
- Producer – The Producer is Freight Transportation Research Associates, Inc., also referred to as “FTR”.
- Sponsor – Any individual or organization participating in paid or unpaid advertising, marketing, solicitation, or distribution of materials at an FTR event.
- Exhibitor – An Exhibitor is an individual or group which has agreed to exhibit at a particular event. The method and availability of exhibition may vary between events. Typically, an Exhibitor must also be a Sponsor.
and Exhibitor Order Form(s)
can be requested by completing:
- “Terms and Conditions Master Agreement for FTR Sponsorships & Exhibitors” complete with all applicable Appendices
- Sponsorship Proposal
are granted after:
- Approval from Producer
- Payment of all sponsorship fees
- Sponsorships can be requested by completing:
- Sponsor will provide all marketing copy and collateral in a timely manner as detailed in Appendix A, Sponsorship Details.
- Sponsor will make all payments of fees and costs as detailed in the Appendix A, Sponsorship Details.
- Producer will provide all listed benefits associated with the contracted Sponsor level as detailed in the relevant appendix.
- In the event of changes in an event, Producer will inform Sponsor of any changes to benefits and will do the best to replace any reduced benefit with an equivalent benefit (ex: change in event venue, date, materials, etc.)
and Payment Liability
- Payment becomes due once this Agreement is signed. Sponsor will make payment no later than “Payment Date” listed in the applicable appendix, or as otherwise stated in a payment schedule agreed upon by both parties as an Amendment to this Agreement. Any amounts payable by Sponsor under this Agreement that remain unpaid after the Payment Date will be subject to a late charge equal to the lesser of 5% per month or the maximum rate allowable by law from the due date until such amount is paid, with a minimum monthly charge of $250.
- No sponsorship will be guaranteed until Producer receives full payment, along with a fully executed contract.
- In the event of non-payment, Sponsor will not be permitted to participate in any future events by the Producer until all past due invoices have been paid.
and Force Majeure
- Cancellations, reduction of sponsorship level, and reduction of exhibitor level may not be made by the Sponsor after this Agreement is signed.
- No refunds will be made to Sponsor except as outlined in this section.
- If either party believes that the other party is in material breach of its obligations under this Agreement, such party shall notify breaching party in writing. The breaching party shall have 10 days from the receipt of notice to cure the alleged breach and to notify the non-breaching party in writing that cure has been affected. If the breach is not cured within 10 days, the non-breaching party shall have the right to terminate this Agreement, or to enforce the contract at the non-breaching party’s sole discretion.
- Producer will make all reasonable attempts to host an event. If the Producer, in their sole discretion, cancels an event, Sponsor will be provided a full refund and Exhibitor will be provided a prorated refund less expenses incurred by Producer to date of cancelation of the event after proration of expenses among all exhibitors.
- If an event is held, but Sponsor cancels or does not attend, no refund of fees or costs will be provided.
- Producer is not liable for delays or cancelation of an event due to an act of God, action by any government or quasi government entity, fire, flood, insurrection, riot, explosion, embargo, strikes, interruptions of any kind, work slowdown, or any condition beyond the control of Producer affecting hosting or production of an event. This includes delays, rescheduling, or cancelling an event.
- Sponsor may not co-brand any materials with Producer without prior written permission from Producer.
of White Papers, Reports, Etc.
- The distribution of white papers, reports, and any other analytical material to attendees of an event is prohibited without prior written permission from Producer.
- Sponsors will have priority to renew their sponsorship at the same level for the same event for 90 days after the end of the event.
- Title Sponsor Exclusivity
- Each event will have only one Event Title Sponsor.
- Ownership of Content: Sponsor shall own and retain all right, title, and interest in all advertising materials provided by Sponsor to Producer. Except for the advertising materials provided by Sponsor, Producer shall own and retain all right, title, and interest in any materials and content it creates under this Agreement.
- Ownership of Data: Attendee data entered into an event application or any other platform remains owned by the Producer and will not be distributed without prior written agreement.
- Access To Customer Lists And Contact
- Sponsors may not resell or distribute attendee lists from any event.
- Hospitality and Entertainment. Hospitality events sponsored or hosted by any Sponsor may not be scheduled to conflict with FTR’s program hours, activity hours, or exhibit hours.
- Marketing Materials
- Marketing Materials are included in some sponsorship levels.
- Marketing materials are accepted upon the representation that Sponsor has the right to publish the contents thereof. Sponsor is solely responsible for any legal liability arising out of or relating to its Ads. Sponsor represents and warrants that the use, publication, reproduction, and distribution of its Ads will not violate any law or any rights of third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, trademark, trade secret, image or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity.
- Positioning of marketing material is at the discretion of the Producer except when a request for a specific preferred position is accepted by the Producer in writing. Producer reserves the right to trim, to reset, or to change cuts to standard sizes.
- Requests for specific preferred positioning of Marketing Materials may incur an additional fee and will be agreed on at the time the request is accepted by Producer.
- Any Ad materials requiring typesetting or preparation by Producer must be received by space reservation deadline. Ad proofs are shown only on request and are charged an additional fee. Press proofs cannot be furnished.
- Native Application Format Waiver: Producer may accept Sponsor’s Ad in a native application format, such as Adobe InDesign or Illustrator, EPS, Postscript or PDF file provided, however, that Producer does not warrant or represent, either on behalf of itself or its printer, that the quality or accuracy of reproduction in the print publication made from a Native Application Format will be the same as that achieved from an Approved Format. Neither Producer nor its printer shall have any obligation to correct or otherwise modify any Native Application Format submitted by Sponsor. Such submission is accepted in its “as is” condition only and Sponsor agrees to waive any claims against Producer and Producer’s printer with respect to the quality or accuracy of Sponsor’s Ad as reproduced in Producer’s print publication even if it is not of the same or equal quality or accuracy as would have been achieved in an Approved Format, including without limitation with respect to the content, color saturation, faithfulness to color selection or clarity of image. Sponsor expressly and with knowledge of the disclaimer set forth above agrees that it will not seek or expect a refund, a reduction in the amount payable by it, an offset or a credit with respect to future advertising on account of a failure of the reproduction achieved by the Native Application Format to be the same as or similar (in quality, accuracy or otherwise) to that achieved by an Approved Format. Sponsor shall remain liable to Producer for the full amount of the fee for the Ad notwithstanding the failure of a Native Application Format to achieve the same or equal quality or accuracy of reproduction as an Approved Format.
- When a change of materials is not received by the Materials Closing Date listed in Appendix B, Sponsor’s previous year’s ad will be used. If no prior years Ad is available, a logo-based graphic will be used at the sole discretion of the Producer.
- Exhibit Policy
- Marketing Materials (information, gifts, etc.) can be distributed within exhibit space as defined by the sponsorship level. Some sponsorship levels may have no exhibitor rights. Some events may have no exhibit area. Exhibitors may not distribute food.
- No solicitation or distribution of materials in the conference venue(s) is permitted.
- If an event contains exhibitor rights, Appendix B, Exhibitor Agreement must also be executed as part of this Agreement.
- Marketing Table
- Certain Producer events will have a Marketing Table available for Sponsor to display marketing materials.
- The Marketing Table will be at the sole discretion of the Producer staff.
- Producer will not be obligated to provide any separate Marketing Table separate from an Exhibitor space.
- Some events will not have a Marketing Table or Exhibitor space.
- Past availability of a Marketing Table does not obligate Producer to provide one at subsequent events.
Sponsor agrees to defend, indemnify, and hold harmless Producer, its Affiliates, and their respective directors, officers, employees, and agents from any and all damages, liabilities, costs and expenses (including reasonable attorney’s fees (collectively “Losses”) incurred as a result of a Third Party claim, judgment, or proceeding relating to or arising out of the content or subject matter of any Ad or advertising materials to the extent used by Producer in accordance with these Terms and Conditions or an order form/contract, including but not limited allegations that such content or subject matter violate the right of a Third Party, are defamatory or obscene, or violate any law, regulations or other judicial or administrative action.
- LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF PROFITS, OR THE LIKE) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PRODUCER’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID TO PRODUCER BY SPONSOR AND ITS AGENCY.
- Producer represents and warrants that Producer has all necessary permits, licenses, and clearances to print the Ad materials subject to the Terms and Conditions of this agreement. Sponsor represents and warrants that Sponsor has all necessary licenses and clearances to use the content contained in their Ads and advertising materials.
- Sponsor may not resell, assign, or transfer any of its rights or obligations hereunder, and any attempt to resell, assign or transfer such rights or obligations without Producer’s prior written approval will be null and void.
- All terms and provisions of these Terms and Conditions and each order form/contract will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns.
- These Terms and Conditions and the related order form/contract constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the order form/contract. The order form/contract may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same document.
- In the event of any inconsistency between the terms of an order form/contract and these Terms and Conditions, these terms and conditions shall prevail.
- All order forms/contracts shall be governed by the laws of the State of Indiana. Producer and Sponsor agree that any claims, legal proceedings or litigation arising in connection with the order form/contract (including these Terms and Conditions) will be brought solely in the County of Monroe, and the parties consent to the jurisdiction of such courts.
- No modification of these Terms and Conditions or any order form/contract shall be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.
Appendix A – Sponsorship Details
- IMPORTANT DATES & FEES
- Payment Date: Friday, July 30, 2021
- Marketing Materials Due Date: Wednesday, August 18, 2021
- Marketing Materials Close Date: Friday, August 27, 2021
Specifications For Marketing Materials
- All marketing collateral (“Ads”) must comply with the technical specifications noted below. Revisions to accepted marketing collateral must be made in writing and acknowledged by the other party in writing.
for supplying files for PRINT:
- All print files should have a .25” bleed for print-to-edge applications.
- Artwork must be CMYK format & saved as PDF, AI, or EPS format.
- Large format print resolution should be 300 dpi at 1/12th scale, or 1”=1’.
- Small format print resolution should be 300 dpi at 100% of the final size.
- All fonts must be supplied (both screen and printer fonts), embedded, or converted to outlines for native application files.
for supplying files for DIGITAL use:
- Sponsor will submit a vector format of their logo for digital usage in AI, EPS, or PDF format.
- All digital image submissions must be at the correct size and in JPG or PNG format and should be 72 dpi in RGB color.
- Sponsor agrees and understands that final artwork may be compressed or otherwise adjusted to meet file size requirements.
- Electronic File Submission – Files must be emailed to the FTR Marketing Department at email@example.com via attachment, dropbox/drive link, or other accessible means. Please contact the FTR marketing department should you be unable to send files due to size.
- DUE DATE for submitting files is clearly noted on Appendix A Sponsorship Details as “Marketing Materials Due Date”. Should any artwork not be submitted by this due date, Producer is not responsible if sponsorship materials are not available at the time of conference, and no refund or other compensation shall be provided in replacement of lost sponsorship coverage.
- All marketing materials are subject to FTR review and approval and may be rejected for any reason. Should materials be rejected, the sponsor will be notified and given the opportunity to provide alternative materials.
- Sponsorship levels vary by event.
- The following table shows sponsorship benefits by level.