SMACNA Fab Forum Sponsorship Terms & Conditions

As a condition of being a Sponsor at the SMACNA Fab Forum, all Sponsors must agree to the following Fab Forum Sponsorship Terms and Conditions. Sponsors agree to abide by these Terms and Conditions, and any other terms and conditions set forth for the Fab Forum, including any special requirements imposed by the Fab Forum facility. Sponsor agrees and understands these Terms and Conditions are contractual in nature and become part of the binding and legally enforceable Agreement between the Sponsor and SMACNA.

1. Payment Terms.

SMACNA Annual Fab Forum sponsorship fees are nonrefundable and due in full at the time of your Sponsorship Application’s acceptance and receipt of the sponsorship invoice. SMACNA reserves the right to reject an application for failure to make timely payment.

2. Sponsor Cancellations and Refunds.

Payment for a Fab Forum sponsorship is nonrefundable. In the event of an extenuating circumstance, it will be at the sole discretion of SMACNA as to whether a one-time use credit can be issued. A request for one-time use credit must be made in writing to SMACNA. No cancellation shall be acknowledged unless received in writing by SMACNA. The date upon which the notice of cancellation is received shall apply as the official date of cancellation.

3. SMACNA Cancellations, Reductions, or Changes to Sponsorship Elections.

SMACNA reserves the right to cancel, reduce, or change sponsorship elections made in the Sponsorship Application at its discretion, to meet the needs of all Sponsors and Conference participants, or due to events that make performance impossible. In the event of such an occurrence, SMACNA will provide written notification to any affected Sponsor and agrees to negotiate in good faith toward refund or reduction of the sponsorship fee. SMACNA is released from any and all claims for damages that may arise in conjunction with a cancellation, reduction, or change to sponsorship elections.

4. Conference Cancellation Policy.

The Parties agree that if the Fab Forum is cancelled in whole or in part, or its scheduled opening is cancelled or delayed, due to fire, explosion, strike, freight embargo, act of God, act of public enemy, act of war, war, act of terrorism, civil disturbance, act of any government, de jure or de facto, or governmental declaration or regulation, epidemic or other event over which SMACNA has no control, then the Sponsor contract may immediately be amended or cancelled by SMACNA. The Sponsor will be liable for contracted balances only for services rendered up to the point in time of cancellation. SMACNA agrees to negotiate in good faith toward a partial refund or credit. Sponsor hereby waives any and all claims against SMACNA for damages, reimbursement, refunds, or compensation that may arise in conjunction with a Conference cancellation.

5. Sponsor’s Benefits and Acknowledgements.

Sponsor’s benefits are explicitly stated and fully set forth in these Terms and Conditions and its Sponsorship Application. Each sponsorship includes only the benefits explicitly stated in its description in the Sponsorship Application. Customizations, substitutions, or additional benefits beyond what is stated may be available only at SMACNA’s discretion and may require additional fees.  In the event Sponsor receives benefits materially less than the benefits described in these Terms and Conditions and the Sponsorship Application, as determined in SMACNA’s sole discretion, Sponsor shall receive a corresponding refund, the amount of which shall be determined by SMACNA.

6. Sponsorship Non-Exclusivity.

Sponsor acknowledges and agrees that the Sponsor is not the sole or exclusive sponsor of any event, activity, program, material, or article, and that SMACNA, in its sole discretion, shall be entitled to permit other persons or entities to act as sponsors of any event, activity, or program.

7. Sponsor Responsibilities.

Sponsors must provide required deliverables in the form and of the quality required by SMACNA and by the deadlines communicated by SMACNA. Failure to meet deadlines may result in reduced or modified sponsor visibility without refund or compensation. All sponsor materials are subject to approval by SMACNA for content, quality, and compliance with event standards.

8. Brand Usage and Intellectual Property.

Sponsors grant SMACNA the right to use all of its necessary trademarks (including service marks, design marks, and word marks), logos, artwork, and other information, content and materials (in printed, electronic and/or other form as noted or required by these Terms and Conditions) (collectively, the “Sponsor’s Marks”) for promotional and operational purposes related to the sponsored item or the event. Except as expressly set forth herein, SMACNA shall have a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable license and right (but not the obligation) to use any or all of the Sponsor’s Marks in connection with (i) any Sponsor Acknowledgement; (ii) all merchandise creased and sole or otherwise distributed by SMACNA in connection with the Fab Forum; (iii) any photo records and/or audiovisual works, including (without limitation) footage from the Fab Forum; and (iv) any and all news items, press releases, and/or other information in any media relating to the sponsorship and the Fab Forum. Each party represents and warrants that it has the right, power, and authority to contract with one another, to grant the licenses and/or rights granted hereunder, and to perform the duties and obligations described herein.

Sponsors may not use the name, logo, or branding for SMACNA or the Fab Forum without express written permission from SMACNA. Any co-branded materials must be approved in advance. SMACNA reserves the right to determine final placement, sizing, and presentation of sponsor acknowledgment. SMACNA agrees to comply with Sponsor’s Use Guidelines, if any, provided to SMACNA and attached to the Sponsor’s Sponsorship Application. Notwithstanding any provision to the contrary herein, following these Terms and Conditions, SMACNA shall not be required to remove photographs from its website or other promotional materials which may include photographs containing images of the Sponsor’s Marks.

All trademarks (including service marks, design marks, and word marks), logos, artwork, and other information, content and materials (collectively, “Marks”) of a party are and shall continue to be owned solely by such party. Each party recognizes and acknowledges that there is great value to the other party in the other part’s Marks and the goodwill associated therewith. Each party agrees that the goodwill associated with all uses by such party of the other party’s Marks (if applicable) shall inure solely to the benefit of the other party. Each party shall not acquire or assert, directly or indirectly, any ownership interest or right in the other party’s Marks, or attack (or encourage any party to attach) the other party’s right or title to the other party’s Marks. Upon termination of a Sponsor Agreement, any and all licenses granted during the duration of the parties’ relationship shall immediately terminate and each party will cease any and all use of the other party's Marks (if applicable); provided, however, as noted, SMACNA shall not be required to remove photographs from its website or other promotional materials which may include photographs containing images of the Sponsor’s Marks.

9. Relationship of Parties.

The relationship of the parties to each other is that of independent contractors. Nothing herein shall create any association, joint venture, partnership, or agency relationship of any kind between the parties. Neither party is authorized to incur any liability, obligation, or expense on behalf of the other.

10. Sponsor Code of Conduct.

All Sponsors agree to abide by the following Code of Conduct and agree to SMACNA’s right to take immediate action to revoke sponsorship benefits if a Sponsor violates this Code of Conduct. In the event of such revocation, Sponsor will forfeit all benefits related to their sponsorship and may be subject to restrictions or prohibitions on attending future SMACNA events.

• Sponsors shall strictly comply with all conditions imposed by the Facility in its contract with SMACNA, and with the rules and regulations of the Facility.
• The Sponsor will not annoy, endanger, or interfere with the rights of other Sponsors, Fab Forum attendees, visitors, and/or SMACNA staff.
• SMACNA reserves the right to prohibit any Sponsor that, in its sole discretion and judgment, is inappropriate, offensive, or may detract from the general character of the Fab Forum, from partaking in a sponsorship or remove them from the Fab Forum.
• SMACNA reserves the right to require the removal of any Sponsor personnel who engage in behavior which, in the sole discretion of SMACNA, is determined to be objectionable to other Sponsors, Conference attendees, visitors, and/or SMACNA staff.

11. Liability and Indemnification.

Sponsors participate at their own risk. In no event shall either party be liable to the other party or any third party for indirect, special, incidental, consequential, or punitive damages of any kind, whether arising in contract, tort, strict liability, or otherwise. SMACNA, the venue, and any relevant vendors are not responsible for loss, damage to, or theft of property belonging to any Sponsor, their agents, employees, business invitees, visitors, or guests. SMACNA, the venue, and any relevant vendors and are also not responsible for injury to any sponsor, their agents, employees, business invitees, visitors, or guests.

Sponsors agree to indemnify, defend, and hold SMACNA harmless from and against all claims, losses, and liabilities and causes of action, including reasonable attorney’s fees, resulting from any claim, suit, fine, penalty, action, or proceeding arising from, or out of, or by reason of (i) Sponsor’s breach of these Terms and Conditions; (ii) Sponsor’s violation of any applicable law, regulation, or ordinance; (iii) any accident or bodily injury or other occurrences to any property, person, or persons, including the Sponsor, its agents, employees, and business invitees, which arise from, or out of, or by reason of said Sponsor’s participation at the Fab Forum; or (iv) any negligence, gross negligence, or intentional misconduct by Sponsor, or employee, agent, or any other third party on behalf of Sponsor in connection with the Fab Forum. Sponsor’s indemnification obligation to SMACNA shall survive the termination of these Terms and Conditions.

12. Compliance.

Sponsors must comply with all applicable laws, regulations, venue rules, and event policies.

13. General Provisions.

13.1 Severability. If any covenant or provision of these Terms and Conditions or Sponsorship Agreement is or becomes invalid, illegal, or unenforceable in any respect under the law, the validity, legality, and enforceability of the remaining covenants or provisions hereof shall not in any way be affected or impaired.

13.2 Waiver. Either party’s waiver of, or failure to exercise, any right provided for in these Terms and Conditions or Sponsorship Agreement shall not be deemed a waiver of any further or future rights under these Terms and Conditions or Sponsorship Agreement.

13.3 Governing Law and Forum Selection. All questions with respect to the construction of the Terms and Conditions, the Sponsorship Agreement, or the rights and liabilities of the Parties hereunder shall be determined in accordance with the laws of the Commonwealth of Virginia, without regard to its body of laws concerning conflicts. Any dispute, claim, proceeding, or cause of action arising under or relating to these Terms and Conditions, the Sponsorship Agreement, or the rights and liabilities of Parties herein, shall only be brought before the state or federal courts located in Fairfax County, Virginia. In that regard, Sponsor hereby expressly consents to the jurisdiction of the state and federal courts located in Fairfax County, Virginia.

13.4 Entire Agreement. These Terms and Conditions and Sponsorship Agreement

(i) constitute the entire agreement between the Parties hereto with respect to the subject matter hereof; (ii) supersedes and replaces all prior agreements, oral and written, between the Parties relating to the subject matter hereof; and (iii) except as specifically provided for herein, may be amended only by a written instrument clearly setting forth the amendment(s) and executed by both Parties.

13.5 Construction. These Terms and Conditions and Sponsorship Application constitute negotiated documents. In the event of any alleged ambiguity in any term or covenant of these negotiated documents, such term or covenant shall not be construed in favor or against any of the Parties by reason of the participation of such Party or their attorneys in the negotiation or drafting of this Agreement.

13.6 Agreement and Acknowledgment. By purchasing a Sponsorship Agreement, the sponsor acknowledges they have reviewed and agreed to these Terms and Conditions. These Terms and Conditions apply to all sponsorships, regardless of category or price point. In purchasing a Sponsorship Agreement, the Parties have completely read the Terms and Conditions and the Sponsorship Agreement and agree that they have had an adequate opportunity to consult with counsel, and that the terms are fully understood and voluntarily accepted.