FTR Sponsorship TERMS AND CONDITIONS

V3.0

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.   

  1. Definitions
    1. Some terms are defined throughout this document.  Other terms are defined below. 
    1. Producer – The Producer is Freight Transportation Research Associates, Inc., also referred to as “FTR”.
    1. Sponsor – Any individual or organization participating in paid or unpaid advertising, marketing, solicitation, or distribution of materials at an FTR event. 
    1. 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.
  • Sponsorship and Exhibitor Order Form(s)
    • Sponsorships can be requested by completing:
      • “Terms and Conditions Master Agreement for FTR Sponsorships & Exhibitors” complete with all applicable Appendices
      • Sponsorship Proposal
    • Sponsorships are granted after:
      • Approval from Producer
      • Payment of all sponsorship fees
  • Sponsor Obligations
    • 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 Obligations (FTR)
    • 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.)
  • Payment 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.
  • Cancellation 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.
  • Co-Branding
    • Sponsor may not co-brand any materials with Producer without prior written permission from Producer.
  • Distribution 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.
  • Subsequent Event
    • 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.
  1. Title Sponsor Exclusivity
    1. Each event will have only one Event Title Sponsor. 
  1. Ownership
    1. 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.
    1. 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.
  1. Access To Customer Lists And Contact Information
    1. Sponsors may not resell or distribute attendee lists from any event.
  1. 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.
  1. Marketing Materials
    1. Marketing Materials are included in some sponsorship levels.
    1. 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.
    1. 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.
    1. 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.
    1. 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.
    1. 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.
    1. 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.
  1. Exhibit Policy
    1. 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.
    1. No solicitation or distribution of materials in the conference venue(s) is permitted.
    1. If an event contains exhibitor rights, Appendix B, Exhibitor Agreement must also be executed as part of this Agreement.
  1. Marketing Table
    1. Certain Producer events will have a Marketing Table available for Sponsor to display marketing materials.
    1. The Marketing Table will be at the sole discretion of the Producer staff.
    1. Producer will not be obligated to provide any separate Marketing Table separate from an Exhibitor space.
    1. Some events will not have a Marketing Table or Exhibitor space.
    1. Past availability of a Marketing Table does not obligate Producer to provide one at subsequent events.
  1. Indemnification

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.

  1. 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.

  1. MISCELLANEOUS
    1. 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.
    1. 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.
    1. 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.
    1. 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.
    1. 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.
    1. 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.
    1. 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

  1. IMPORTANT DATES & FEES
    1. Payment Date: Tuesday, July 8, 2020
    1. Marketing Materials Due Date: Wednesday August 19, 2020
    1. Marketing Materials Close Date: Friday, August 28, 2020
  • Technical 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.
    • Guidelines 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.
    • Guidelines 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 marketing@ftrintel.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
    • Sponsorship levels vary by event.
    • The following table shows sponsorship benefits by level.

Appendix B – Exhibitor Agreement

TERMS AND CONDITIONS FOR AN FTR EVENT EXHIBIT SPACE

 Sponsorships which include exhibitor space require the Sponsor to execute this Appendix B – Exhibitor Agreement in addition to the main portion of this Agreement.

  1. IMPORTANT DATES & FEES
    1. Exhibit Installation Deadline: 10:00 a.m. Tuesday, September 15, 2020
    1. Exhibit Closing Time: 3:00 pm on Thursday, September 17, 2020
    1. Exhibit Removal Deadline: 4:00 pm on Thursday, September 12, 2020
  • EXHIBIT SCHEDULE
    • Exhibit Set-Up:  Tuesday, 8:30 am – 10:00 am
    • Exhibit Tear-down:  Thursday, 3:00 pm – 4:00 pm
  • Assignment of Exhibit Space. Exhibit space will be assigned by exhibitor/sponsor preference on a first paid first served basis. Producer reserves the right to assign space other than the choice requested, if necessary, and the right to rearrange the floor plan and/or relocate any exhibit.  Producer reserves the right to reserve certain exhibitor spaces for certain sponsorship levels.
  • Conduct of Exhibits. The advertisement or display of goods or services other than those manufactured, distributed, or sold by Exhibitor in the regular course of business and identified in this Agreement is prohibited. Exhibitor may not assign, sublet, or apportion all or any part of the contracted exhibitor space, nor may Exhibitor permit the display, promotion, sale, or marketing of non-exhibitor products or services. Interviews, demonstrations, and distribution of literature or samples must be made within the exhibit area assigned to Exhibitor. Canvassing or distributing of advertising outside Exhibitors assigned space will not be permitted.  Exhibitor shall not sell or permit merchandise to be sold from the exhibit. Exhibitor may not serve or dispense food or beverages of any type from their exhibits or in the exhibit area. Helium balloons are not allowed in the exhibit area. No part of the display, including products, is permitted outside the exhibit space. Products and furnishings should be arranged with the safety of the exhibitors and attendees in mind. The character of the exhibits is subject to the approval of Producer. The right is reserved to refuse the applications of companies not meeting the standards required or expected, as is the right to curtail exhibits or parts of exhibits that are not in accord with the character of the meeting. This right applies to displays, literature, advertising novelties, souvenirs, conduct of persons, etc. Exhibits should be designed to draw attendees into the exhibits, not to encourage attendees to stand in the aisles.
  • Installation/Dismantling/Installation.
  1. All exhibits must be set up and operational by Exhibit Installation Deadline listed in the Important Dates & Fees section above.  No exceptions are made to this deadline.
    1. Assembly of exhibits during regularly scheduled exhibit hours will not be permitted. At the Exhibit Installation Deadline an inspection will be made of all exhibits.
    1. Dismantling. The official closing time of the exhibits is listed above as Exhibit Closing Time in the Important Dates & Fees section. All exhibit material must be packed and ready for removal from the exhibit area no later than the Exhibit Removal Deadline listed in the Important Dates & Fees section above. No packing of equipment or literature or dismantling of the exhibits is permitted until closing time.
    1. Any company violating this regulation may be denied exhibit space at any future FTR conferences.
  • Shipping & Additional Exhibitor Services. All other services beyond those listed in the Exhibitor Benefits section below must be contracted directly from the venue, if available.  Additional services which may be available directly from the venue include shipping to the event site, additional decorating, furniture, carpeting, signs, cleaning, photography, floral, electrical, telephone, audiovisual service, drayage, and labor.  Producer will not coordinate any of services not included in the Exhibitor Benefits section for contracted Exhibitor Level listed.
  • Liability and Insurance. Exhibitor is encouraged to insure their exhibits, merchandise, and display material against theft, fire, etc., at their own expense.  Neither the exhibit facility nor Producer will be responsible for loss or damage to any property in storage, in transit to or from the exhibit building, or while in the exhibit building for any loss of income as a result of any reduced sales due to such loss or damage. All property of the exhibitor will be deemed to remain under the exhibitor’s custody and control in storage, in transit to and from, or within the confines of the exhibit hall, even though at times it may be under the temporary control or direction of Producer or exhibit facility agents.  Exhibitor is responsible for procuring and maintaining all appropriate insurance on any exhibit.  Exhibitor assumes all liability for all aspects of their exhibit during all stages of the exhibition process.  Producer and the venue are not responsible for loss, damage, loss of income, or any other claim arising out of Exhibitor displaying at the event. 

  • Special Visual and Sound Effects. Audiovisual and other sound and attention-getting devices and effects will not be permitted. Operation of equipment being demonstrated may not create noise levels objectionable to neighboring exhibitors. Sponsor understands and agrees that all video marketing opportunities may be displayed without any audio. Producer shall have final say in all audio levels of electronic devices and other sound and attention-getting devices that are allowed.
  • Unacceptable Exhibits.
  1. The exhibitor agrees not to use any displays that Producer determines, in its absolute discretion, will unreasonably endanger the person or property of the attendees or of the exhibitors, are in bad taste, are liable to discredit Producer or subject Producer to criticism or legal liability, are inconsistent with the stated purposes of Producer and the interest and welfare of its members, are detrimental to the property rights of FTR, or violate the exhibit regulations or any other provision of this contract.
  • In the event FTR determines at any time that any exhibit may or does violate this contract and the exhibitor is unable or unwilling to cure or correct such violation, FTR may terminate this agreement immediately and forbid erection of the exhibit or may remove or cause the exhibit to be removed at the exhibitor’s expense, and the exhibitor hereby waives any claim for refund of the exhibit or other damages arising out of such termination and/or exhibit removal. Any exhibitor who is uncertain as to whether an exhibit is in compliance with all applicable regulations and requirements should contact FTR immediately.
  1. Liability for Damages or Loss of Property. The exhibitor shall protect, indemnify, and hold harmless Producer and event venue from any and all liability, loss, damage, or expense by reason of an injury or injuries sustained by any persons or property or loss of property or income that might be derived there from occurring in or about the exposition premises or entrances theretofor exits therefrom, including that caused by or resulting from the negligence of Producer. The event venue shall not be responsible or liable for any injury, loss, or damage to any property or person brought by Exhibitor or otherwise located in the exposition premises. 

Notwithstanding anything to the contrary in this agreement, all parties shall bear full responsibility for their gross negligence or willful misconduct attributable to its managerial and senior supervisory personnel and in no event, will a party be required to release or indemnify any other party for gross negligence or willful misconduct attributable to another party’s managerial or senior supervisory personnel.

  1. Failure to Occupy Space. Any exhibit space not occupied by Exhibit Installation Deadline, shall be forfeited by Exhibitor, and the space may be resold, reassigned, or used by Producer without refund, unless a request for delayed occupancy has received prior approval by Producer.
  1. Fire Regulations. No exhibitor shall use any flammable decorations or coverings, and all fabrics or other materials used shall be flameproof.
  1. Advertising Material. The use or distribution of any souvenirs during the event shall be subject to prior written approval by Producer. Such material shall be submitted to Producer for approval 60 days prior to the event. Except as otherwise provided, Producer will not endorse, support, or be liable for the claims made by Exhibitor as to the qualities or merits of their products or services, and no advertising or mention will indicate, claim, or suggest such endorsement or support. All handouts must be distributed within the exhibit area.
  1. Exhibit Space Floor Plan. Every effort will be made to maintain the pre-published general configuration of the floor plan for all events. However, Producer reserves the right to modify the plan, if necessary, as determined solely by Producer.