Fan Area Business Alliance, Inc. (“FABA”)
MEMBERSHIP TERMS AND CONDITIONS
Version: June 20, 2014

By submitting the membership application and joining FABA, the Applicant agrees to these terms and conditions for FABA membership:

1. Applicant acknowledges, agrees to and warrants the following:

a. The information contained in the Applicant’s application is full and accurate.

b. The Applicant’s meets the requirements of membership as described below and as described by Applicant in the application.

c. Applicant has fully read and understands the FABA Membership Application Terms and Conditions, and if Applicant becomes a member, Applicant (including all of its staff and representatives) agrees to fully comply with all obligations, privileges and requirements required of a FABA member (a “Member”), as amended from time to time.

d. Applicant agrees not to engage in any action or inaction which would reflect adversely upon, or harm, the name, image or reputation of FABA, the FABA membership or the Fan Area, and agrees to operate in material conformity with all applicable federal, state and local laws, rules and regulations.

e. FABA has the right to terminate any Member’s membership immediately and without notice upon a Member’s violation of a material obligation, privilege or requirement imposed upon the FABA member.

f. FABA has the right to terminate any member membership upon notice (and return its most recent membership fee) if FABA’s board of directors determines that the Member’s membership is detrimental to the best interests of FABA.

g. Except as otherwise expressly provided in writing, and to the maximum extent permitted by applicable law, ALL ACTIVITIES, PROGRAMS, SERVICES AND PRODUCTS PROVIDED BY FABA TO EACH MEMBER ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND AND WITH ALL WARRANTIES AND CONDITIONS EXPRESSLY DISCLAIMED WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT SHALL THE FABA’S LIABILITY TO MEMBER FOR ANY REASON EXCEED THE AMOUNT OF MEMBERSHIP DUES PAID BY THE MEMBER FOR THE THEN CURRENT PERIOD.

h. If Applicant becomes a Member, MEMBER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS FABA FROM ALL CLAIMS MADE AGAINST FABA DIRECTLY RELATED TO MEMBER’S ACTIONS OR INACTIONS IN VIOLATION OF A MATERIAL OBLIGATION, PRIVILEGE OR REQUIREMENT IMPOSED UPON THE FABA MEMBER, INCLUDING BUT NO LIMITED TO REASONABLE ATTORNEY’S FEES AND COURT COSTS.

i. In order to maintain membership, each Member must maintain the status which qualifies the Member for membership, and upon a material status change, the Member agrees to immediately notify FABA.

2. Membership Types and Qualification

a. A “Full Member” is an organization or individual who regularly offers a product or service, whether for-profit or not-for-profit, from a building located within the Fan Area and has paid the current annual Full Member’s Membership Fee. A Full Member is entitled to all of the benefits of membership. Membership is specifically designed to include home-based businesses. “Regularly offers a product or service” means:

i. As to for-profit businesses: 1) has a business license issued by the City of Richmond for the building; or 2) has or will generate annually at least $5,000 in revenue from the building; or, 3) upon approval of the Board if the Board makes a good faith determination that the business is conducting a bona fide business enterprise from a building located within the footprint.

ii. As to a non-profit organization: 1) the organization has a 501(c) designation from the US Internal Revenue Service tied to the building; or 2) the organization has a license issued by the City of Richmond or the State of Virginia tied to the building; or 3) upon approval of the Board if the Board makes a good faith determination that the organization is conducting a bona fide charitable or non-profit enterprise from the building.

b. An “Associate Member” is ceremonial membership status for an organization or individual who does not routinely offer a product or service, whether for-profit or not-for-profit, from a building located within the Fan Area but supports FABA’s mission and activities and has paid the current annual Associate Member’s Membership Fee. An Associate Member is not entitled to vote or to participate in activities, programs, services and products designated for Full Members only.

3. “Fan Area” means the geographic area within this boundary: Center line of Broad Street, Interstate I-195/Powhite Parkway, the Downtown Expressway and Belvidere Street. This footprint encompasses the districts commonly called the Fan District and Museum District and adjoining areas, but does not include the footprint of “Carytown” as defined by the City of Richmond Code.