AMT Payment Terms

__GENERAL RULES AND REGULATIONS__ Please read carefully before signing the contract. Clients and Agencies, as applicable, are subject to the following terms and conditions. “AMT” means AMT, The Association For Manufacturing Technology (“AMT”). “Client” means a person or entity whose products and/or services are the subject matter of a Promotion or Sponsorship. “Agency” means the advertising agency listed on the applicable insertion order. __I. CONTRACT__ This contract (the “Agreement”), properly executed by Client or Agency, shall be a valid and binding contract. Agency represents and warrants that it has all necessary authority to enter into the Agreement on behalf of its Client, and that both Agency and Client shall comply with all applicable laws. __II. INVOICING TERMS__ Promotion invoices will be issued on or about the delivery date. Conference and event sponsor invoices will be issued upon contract / order. Invoices must be paid in full to sponsor or exhibit at a conference or event. __III. PAYMENT TERMS__ Client or Agency, as applicable, agrees to pay amount indicated on AMT invoice. Payments are due within 30 days of the invoice date unless otherwise stated on the invoice. Clients may be asked to furnish satisfactory credit references, subject to AMT’s discretion. All payments must be in United States currency by credit card, check, ACH or wire transfer. All wire transfer fees are the responsibility of the Client or Agency. The Agency shall be liable for payment for all orders placed and invoiced on behalf of their Client, regardless of whether the Agency receives payment from its Client. __IV. CANCELLATION / REFUND POLICY__ No refunds will be issued for any order. AMT requires prompt written request for cancellation. AMT may, in its sole discretion, accept such cancellation by doing so in writing. Such cancellation may be subject to reasonable cancellation fees. In the event of a request to reschedule a product or service, AMT may approve such request, subject to inventory availability. AMT reserves the right to decline a cancellation or reschedule request. If approval is not granted, the Client will be liable for all amounts due to AMT. AMT reserves the right to reject or cancel any promotion or sponsorship order without liability, even if previously acknowledged or accepted. AMT is not liable for non-fulfillment of commitment for delivery of promotion or sponsorship due to force majeure, as described in Section VI, Force Majeure, below. __V. WARRANTY AND LIABILITY__ The services and products provided herein by AMT shall be delivered and accepted by Client “As Is” and AMT does not make and hereby disclaims all other representations or warranties, express or implied, either in fact or by operation of law, statutory or otherwise, including but not limited to the warranties of merchantability or fitness for a particular use, warranties that the services and products will be error free, and any warranties arising from a course of dealing, usage or trade practice. THE ENTIRE LIABILITY OF AMT OF WHATEVER NATURE ARISING OUT OF THE FURNISHING OF, OR THE FAILURE TO FURNISH, PRODUCTS OR SERVICES DESCRIBED IN THIS CONTRACT, INCLUDING BUT NOT LIMITED TO MISTAKES, OMISSIONS, DELAYS, TORTIOUS CONDUCT, REPRESENTATIONS, ERRORS OR OTHER DEFECTS, WHETHER CAUSED BY ACTS OR OMISSION, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE PRICE OF PRODUCTS AND SERVICES PURCHASED BY CLIENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT WHICH CAUSED THE DAMAGES OR INJURY. Client, on signing this contract, releases AMT, its officers, employees, and representatives from, and agrees to indemnify same against, any claims for loss, damage, or injury. On request, AMT may assist Client in preparing its ads for publication. This assistance may include design, composition, text, and artwork. AMT retains all rights, including copyright, to all ad layouts and other elements that represent the creative effort of AMT or contain material prepared by AMT. Client shall not authorize photographic or other reproduction of any such ad layout in any other publication without the express written consent of AMT. Client remains solely responsible for the contents of the ad(s) and for compliance with any laws regulating such advertising as represented by Client. __VI. FORCE MAJEURE__ Should events beyond the control of either Party, such as acts of God, war, terrorism, civil disturbance, disease or any other emergency beyond the Parties' control, make it inadvisable, illegal or impossible for either Party to perform its obligations under the CONTRACT or any part thereof, the affected Party shall be discharged of its duty to perform the affected duty hereunder without liability. This CONTRACT may be terminated, and/or specific nonperformance or under-performance may be excused, without penalty or payment, for any one or more of such reasons by written notice from one Party to the other. __VII. AMENDMENTS__ Any amendment to this Agreement must be in writing and signed by both parties. __VIII. ENTIRE AGREEMENT__ This contract, including any terms and conditions contained herein, constitutes the entire agreement between Client or Agency and AMT and shall be binding upon them, their respective successors and permitted assigns. __IX. CONFIDENTIALITY__ Each Party (the “Receiving Party”) will use any confidential, proprietary, and/or non-public information (“Confidential Information”) of the other party or its affiliates (the “Disclosing Party”) solely for the purpose of and to the extent necessary for performing under this contract, will disclose such Confidential Information only to its subcontractors and agents (for each of whose acts or omissions with respect to such Confidential Information the Receiving Party will be liable) and employees, in each case with a need to know such information for such purposes, and will use at least the same degree of care in protecting the confidentiality of such Confidential Information as it uses in protecting its own information of a similar type, but in no event less than a reasonable standard of care. __X. GOVERNING LAW__ The validity, construction, and performance of this contract shall be governed by the laws of the Commonwealth of Virginia without regard to its conflicts of laws provisions. __XI. JURISDICTION AND VENUE__ Each Party hereto hereby irrevocably submits to the jurisdiction of the United States Federal District Court or State Court with jurisdiction over Fairfax County, Virginia, and agrees that such court shall be the exclusive forum with respect to disputes and claims arising hereunder. Each Party hereto irrevocably consents to service of process by registered mail or personal service and waives any objection on the grounds of personal jurisdiction, venue or inconvenience of the forum. __XII. ASSIGNMENT__ Either Party may assign this contract with the prior written consent of the other Party which consent shall not be unreasonably withheld, delayed, or conditioned. __XIII. INDEPENDENT CONTRACTOR__ It is the express intention of the Parties that AMT, in the performance of the products and services under this contract, is an independent contractor and not an employee, agent, joint venturer or partner of Client. Nothing in this contract will be interpreted as creating the relationship of employer and employee between Client and AMT or between any employee or agent of AMT. Further, both Parties acknowledge that AMT is not a Client employee for state or federal tax purposes and, accordingly, is responsible for paying all required state and federal taxes (unless otherwise provided for in this contract). AMT will not be entitled or eligible to participate in any benefit or welfare plans maintained by Client for the benefit of its employees, and waives any and all rights to claim under such benefit plans.