By submitting your sponsorship registration, you (“Sponsor”) acknowledge that you have read, understand, and agree to be bound by the following Terms and Conditions governing your participation as a sponsor and/or exhibitor at the Florida Association of Community Health Centers (“FACHC”) Annual Conference. These Terms and Conditions constitute a binding agreement between you and FACHC. If you are submitting this registration on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms and Conditions.
Definitions:
“Annual Conference” means the FACHC Annual Conference for which sponsorship registration is being submitted, including all associated events, sessions, exhibitions, and activities.
“Confidential Information” means any non-public information disclosed by FACHC to Sponsor in connection with the Annual Conference or these Terms and Conditions, whether disclosed orally, in writing, or by any other means, including but not limited to business plans, financial data, attendee information, marketing strategies, and proprietary data.
“Marks” means the trademarks, service marks, trade names, logos, designs, insignia, symbols, and other branding elements owned or controlled by a party.
“Members” means the Federally Qualified Health Centers that comprise FACHC’s membership.
1. FACHC Discretion. FACHC retains sole and absolute discretion over the design, structure, administration, and execution of the Annual Conference and all associated sponsorship programs and activities. FACHC reserves the right to modify the format, timing, location, or other aspects of the Annual Conference.
2. Sponsorship Fees. Sponsor shall pay FACHC the amounts associated with the exhibitor opportunity selected on the registration form (“Sponsorship Fees”). All checks shall be made payable to FACHC and mailed to 2340 Hansen Lane, Tallahassee, FL 32301. Sponsor may contact Nicole Rechner to arrange payment by credit card. FACHC retains the right to bar access to the Annual Conference for any sponsor/exhibitor that has not paid the associated sponsorship amount.
3. No Refunds. All Sponsorship Fees paid by Sponsor are non-refundable. Substitutions of registered booth attendees are welcome and encouraged, please contact Nicole Rechner (nrechner@fachc.org) to discuss substitutions.
4. License to FACHC. Sponsor hereby grants to FACHC a non-exclusive, royalty-free license to use, reproduce, display, and distribute Sponsor’s Marks solely in connection with the Annual Conference including without limitation the right to use Sponsor’s name and Marks in event signage, digital media, press releases, websites, social media, and other promotional materials (“Conference Materials”). This license shall remain in effect for the duration of the Annual Conference and for a period of twelve (12) months following its conclusion solely for the purpose of displaying archival or historical materials. Sponsor shall provide FACHC with approved versions of its Marks and any applicable brand usage guidelines, and FACHC shall use commercially reasonable efforts to adhere to such guidelines. Minor or incidental deviations from Sponsor’s brand guidelines in the context of multi-sponsor materials shall not constitute a breach of these Terms and Conditions.
5. Restrictions on Sponsor’s Use of FACHC’s Marks. Sponsor shall not use, reproduce, display, distribute, or otherwise exploit FACHC’s name or Marks for any purpose without the prior express written consent of FACHC. Any such consent, if granted, shall be limited to the specific use, scope, duration, and manner expressly authorized in writing by FACHC and may be revoked by FACHC at any time upon written notice to Sponsor. Sponsor acknowledges that no right, title, or interest in or to FACHC’s Marks is conveyed or implied by virtue of these Terms and Conditions.
6. Ownership. Each party retains all right, title, and interest in and to its own Marks and other intellectual property. Nothing in these Terms and Conditions shall be construed as an assignment or transfer of ownership of any intellectual property from one party to the other. Any materials created by FACHC in connection with the Annual Conference, including Conference Materials, shall be the sole and exclusive property of FACHC.
7. No Guarantee. Nothing in these Terms and Conditions shall be construed as a guarantee, promise, or commitment by FACHC to provide Sponsor with any business, referrals, customers, clients, contracts, or other commercial opportunities. Sponsor acknowledges and agrees that its participation in the Annual Conference does not entitle Sponsor to any preferential treatment, exclusive business relationship, or guaranteed volume of business from FACHC or any of the Members.
8. Independent Decision-Making. FACHC’s and Members’ procurement, purchasing, contracting, and other business decisions are made independently of any sponsorship arrangement and shall not be influenced by Sponsor’s status as a sponsor. Sponsor expressly waives any claim that its payment of Sponsorship Fees or participation as a sponsor creates any expectation of, or entitlement to, business from FACHC or the Members.
9. No Endorsement. Sponsor’s participation as a sponsor or exhibitor does not constitute an endorsement, recommendation, or approval by FACHC of Sponsor’s products, services, or business practices, and Sponsor shall not represent or imply any such endorsement without the prior express written consent of FACHC.
10. Code of Conduct. Sponsor and all of its representatives, employees, agents, and booth attendees shall comply with FACHC’s Event Code of Conduct at all times during the Annual Conference. By accepting these Terms and Conditions, Sponsor acknowledges that it has reviewed the Event Code of Conduct and agrees to abide by its requirements.
(a) Standards of Conduct. Without limiting the generality of the foregoing, Sponsor and its representatives shall: (a) treat all attendees, speakers, staff, vendors, and other exhibitors with courtesy and respect; (b) embrace diversity of perspectives and experiences and contribute to an inclusive environment; (c) maintain integrity in all discussions, networking, and decision-making; (d) honestly represent their products, services, and affiliations without misrepresentation; (e) respect personal space and refrain from aggressive solicitation, including pressuring, following, or repeatedly approaching attendees who decline engagement; and (f) comply with all venue rules, event schedules, and applicable laws.
(b) Prohibited Conduct. Sponsor and its representatives shall not: (a) collect personal data without consent or misuse attendee contact information; (b) harass or pressure attendees to engage or purchase; (c) display offensive or discriminatory materials; or (d) engage in any conduct that constitutes harassment, discrimination, or disruptive behavior.
(c) IASC Compliance. Sponsor agrees to adhere to international best practices on preventing sexual exploitation and abuse, including the IASC Six Core Principles relating to sexual exploitation and abuse (see iascsixcoreprinciples.pdf). Sponsor’s staff and representatives shall be held to the standards and principles set out in such principles during the Annual Conference.
(d) Enforcement. FACHC may, in its sole discretion, require removal of materials, suspend booth privileges, or terminate Sponsor’s participation in the Annual Conference for violations of the Code of Conduct or these Terms and Conditions, without refund of any Sponsorship Fees paid.
11. Representations and Warranties Sponsor represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to accept these Terms and Conditions and to perform its obligations hereunder; (c) acceptance and performance of these Terms and Conditions does not and will not violate any applicable law, regulation, or contractual obligation to which it is bound; (d) it owns or has the right to grant the license to its Marks set forth herein; (e) the use of Sponsor’s Marks by FACHC as contemplated herein will not infringe, misappropriate, or violate the intellectual property rights of any third party; and (f) all information provided by Sponsor to FACHC in connection with the Annual Conference registration is and will be accurate and complete in all material respects.
12. Termination by FACHC. FACHC may terminate Sponsor’s participation in the Annual Conference immediately upon written notice to Sponsor if: (a) Sponsor commits a material breach of these Terms and Conditions and fails to cure such breach within ten (10) days after receipt of written notice specifying the nature of the breach; (b) Sponsor or any of its representatives violates the Code of Conduct; (c) Sponsor engages in conduct that, in FACHC’s reasonable judgment, is likely to bring FACHC into public disrepute or scandal; or (d) Sponsor fails to comply with any applicable laws, regulations, or ethical business practices.
(a) No Refund Upon Termination. In the event of termination by FACHC pursuant to the above, no refund of any Sponsorship Fees paid shall be due, and any remaining unpaid Sponsorship Fees shall immediately become due and payable in full.
13. Indemnification. Sponsor shall indemnify, defend, and hold harmless FACHC and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, actions, suits, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (a) Sponsor’s breach of any representation, warranty, or obligation under these Terms and Conditions; (b) Sponsor’s negligent or willful acts or omissions in connection with the Annual Conference; (c) any claim that Sponsor’s Marks or materials provided by Sponsor infringe or misappropriate the intellectual property rights of any third party; (d) Sponsor’s unauthorized use of FACHC’s Marks; or (e) any act or omission of Sponsor or its representatives, employees, agents, or booth attendees at the Annual Conference.
14. Limitation of Liability. IN NO EVENT SHALL FACHC BE LIABLE TO SPONSOR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE ANNUAL CONFERENCE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF FACHC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FACHC’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS AND CONDITIONS SHALL NOT EXCEED THE TOTAL AMOUNT OF SPONSORSHIP FEES ACTUALLY PAID BY SPONSOR IN CONNECTION WITH THE APPLICABLE ANNUAL CONFERENCE.
15. Confidentiality. Sponsor agrees to hold FACHC’s Confidential Information in strict confidence and not to disclose such Confidential Information to any third party without the prior written consent of FACHC, except to Sponsor’s employees, agents, or advisors who have a need to know and who are bound by obligations of confidentiality no less restrictive than those set forth herein. Sponsor shall use FACHC’s Confidential Information solely for the purposes contemplated by these Terms and Conditions.
16. Contact Data. To the extent FACHC provides Sponsor with any Contact Data in connection with the Annual Conference, such Contact Data shall be limited to individuals who have affirmatively opted in to receive communications or have their information shared, and shall consist solely of name, title, and organization, with email addresses included only where the individual has expressly consented to the disclosure of such information. Sponsor shall use Contact Data solely for the permitted purposes and in compliance with all applicable privacy and data protection laws. Sponsor shall not sell, resell, license, sublicense, transfer, distribute, or otherwise make available any Contact Data to any third party without the prior express written consent of FACHC.
17. No Exchange of Protected Health Information. The parties expressly acknowledge and agree that no Protected Health Information (“PHI”), as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”), shall be exchanged, disclosed, or otherwise made available by either party in connection with these Terms and Conditions or the Annual Conference. Neither party shall include PHI in any Contact Data, Conference Materials, or other information shared hereunder.
18. Governing Law; Venue. These Terms and Conditions and the rights of the parties shall be construed and enforced in accordance with the laws of the State of Florida without regard to its principles of conflicts of laws. Venue for any dispute arising hereunder shall be in Leon County, Florida.
19. Jury Trial Waiver. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SPONSOR HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ANY AND ALL RIGHTS TO A JURY TRIAL IN ANY PROCEEDING, CLAIM, COUNTER-CLAIM, OR OTHER ACTION INVOLVING A DISPUTE OR MATTER ARISING UNDER THESE TERMS AND CONDITIONS.
20. Entire Agreement. These Terms and Conditions, together with the registration form and Code of Conduct, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements and representations with respect thereto.
21. Amendment. FACHC reserves the right to amend or update these Terms and Conditions at any time. Any material changes will be communicated to Sponsor in writing. Continued participation in the Annual Conference following notice of any amendment shall constitute Sponsor’s acceptance of the amended Terms and Conditions.
22. Severability. Should any part of these Terms and Conditions be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity and enforceability of the remaining portions.
23. No Third-Party Beneficiaries. These Terms and Conditions are not intended to benefit or create any right or cause of action in or on behalf of any person or entity other than the parties hereto.
24. Independent Contractors. The parties are independent contractors. Nothing in these Terms and Conditions shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind or obligate the other party in any manner.
25. Force Majeure. FACHC shall not be liable for any failure or delay in performing its obligations under these Terms and Conditions to the extent such failure or delay results from causes beyond the reasonable control of FACHC, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, government orders, labor disputes, or infrastructure failures.