RUFF RYDER LICENSING AGREEMENT
- BECOMING A MEMBER
Membership is open to any person who is first approved by an Authorized Local Chapter (ALC) of Ruff Ryders Lifestyles, Inc. (“RR”), to operate as a local chapter. A list of all ALC’s in good standing will be posted on the Ruff Ryders Lifestyles site and will be made available upon request. All candidates for membership shall complete and submit this agreement along with any other authorized documents for membership, and pay all on-going license fee(s) required by RR as a condition of membership. An ALC may also require the payment of additional fees or costs, and or set other terms and conditions for membership of the ALC approved by Ruff Ryders Lifestyles. Accordingly, a candidate for membership is advised to check the requirements for membership with the applicable ALC. All License fees are non-refundable.
- TERM AND CONDITIONS
This license agreement (“Agreement”) sets forth the terms and conditions upon which you can use a Ruff Ryder vest, including, without limitation, your agreement to hold Ruff Ryders Lifestyles Inc., “RR” or Ruff Ryders”, Ruff Ryders , Inc., Ruff Ryders Music, Inc., Ruff Ryders Records, Inc., Ruff Ryders Entertainment, Inc., Ruff Ryders Production, Inc., Ruff Ryders Film & Video, Inc. and their subsidiaries and affiliated entities (collectively, the “RR Companies”) harmless from any liabilities to yourself or other arising from your actions, and your release of the RR from any liability for injuries or other damages that you may suffer. These term and conditions supersede any other agreement concerning the subject matter hereof which you may have previously executed or which may have previously applied. Read these terms and conditions carefully. Your signature below indicates your acknowledgement and approval of all of the terms and conditions set forth herein and as such, upon RR’s signature and approval, shall constitute a binding agreement between you and RR.
- Independent Authorized Local Chapter (ALC).
You are now applying for new membership or are an existing member with an ALC applying for annual membership. You understand that RR and the RR Companies are entirely independent and separate from any ALC and are in no way responsible for the actions taken by an ALC or its members. Neither an ALC or its members can cause the RR Companies to become in any way obligated to you are anyone else. You will not say or do anything to give someone a different impression.
- Vest License/Other Items.
- During the term of your membership, RR grants you a license to wear the custom leather vest with the Ruff Ryders logo on the front and back that you have ordered or shall order from RR (the “Vest”), and to carry and use an authentic identification card (the “I.D. Card”) which you may receive in part to your membership, which has been approved by RR on the conditions contained herein and any other terms and/or conditions of membership as determined by RR from time to time. You may not transfer your right to wear the vest, or to carry, or use the ID card to another person. The license contained herein applies separately and solely to the RR Lifestyle division(s) in which you are seeking membership and is not transferable between them of Motorcycle, Car & Truck, and Dog. You also understand that RR maintains the right to license the Ruff Ryders name and logo to others in connection with vest and a wide variety of other items and services.
- RR may, in its sole discretion, also give you other items, such as a Ruff Ryders Decal, T-shirt, bandana and prayer card which you may keep at your discretion. RR can provide or modify these items in its sole discretion without notice.
- The Vest, the RR logo, the ID Card and any other items supplied by RR are for your personal use only, and you may not use or reproduce them for promotional or commercial purposes.
- License Fees
You shall pay the license fees set forth on the most current Membership Fee Schedule, a copy of which is attached hereto or which will otherwise be made available to you. You shall be solely liable for any cost or expense, including, without limitation, any shipping and handling cost, in connection with the delivery of the Vest or any other items offered to you by RR. Payment of the license fee payable to RR should be forwarded to Ruff Ryders Lifestyles, Inc. P.O. Box 65, Suffern, N.Y. 10901, or otherwise directed by RR, along with a signed copy of this Agreement. All payment shall be made by cashier’s check or money order payable to RR, or via electronic means approved by RR. Standard vest order will be shipped to your ALC within thirty working days after RR receives your payment and this agreement. RR reserves the right to modify, in its sole discretion, the Membership Fee Schedule, the terms and conditions of payment of any license fees, including, without limitation, any item offered as a condition of membership, without notice. Any existing member who has fully paid the initial license fee shall not pay an additional license fee until a new enrollment period each year/calendar year.
- Terms of License
- You will be able to wear your vest wherever and whenever you like, unless one of the following things happens (“Termination”): (I) any License fee that has not been paid, by you, in a timely manner; (II) you are notified by the ALC that you are no longer a member in good standing under it rules; (III) you resign from any ALC or (IV) you are notified by RR that either you have not performed your obligation under this agreement or you have engaged in conduct that, in Ruff Ryders’ opinion, is contrary to the Ruff Ryders’ mission statement or is detrimental to Ruff Ryders’ good will or reputation.
- You must return the RR vest and any ID card to Ruff Ryders Lifestyles or an ALC within ten days of your membership termination. You will not be entitled to a refund of any amounts you may have paid for the vest/membership packet, ID Card or any other item, or for any license fees. After you have returned your vest and any ID Card to RR, neither you nor RR will have any further obligation to the other under this Agreement, except that paragraph 6 will continue to remain in effect and you shall remain liable for any unpaid amounts which were payable during the terms of your membership.
- Respect for the Vest and ID Card
You will wear the RR Vest proudly and treat it with care and respect. You will not alter the Ruff Ryders name or Logo or use or modify the vest or any ID card in any way which is disparaging, and object of ridicule or is otherwise unsuitable.
- Neither the RR Companies nor any of their employees or agents (a “RR Party”) will have any liability whatsoever to you or your heirs or legal representatives for any losses, damages, claims or expenses related to or arising out of (I) your membership in the RR Motorcycle, Car and Truck, Dog division(s), and/or any ALC , and/or your participation in the activities in any of the RR Motorcycle, Car and Truck, Dog division(s), and or any ALC , and /or (II) this Agreement, including without limitation, your use of the Vest and /or any other item, except to the extent that such losses, damages claims or expenses are finally determined by a non- appealable judgment in a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of a RR Party in performing this agreement. You understand that the Vest is an item of apparel and does not afford any protection from injury. Any decision to render coverage for damages to your vest under any circumstance shall solely be at the discretion of the RR Company.
- You will indemnify and hold harmless each RR Party from and against all losses, damages, claims and expenses (including, without limitation attorneys’ fees) related to or arising out of your actions or conduct, including, by way of example, your participation in any activities of the RR Motorcycle, Car and Truck, Dog division(s), and/or any ALC, your operation or handling of Motorcycles, Car or Trucks, Dogs, and/or any ALC, or your breach of this Agreement. Without limiting the generality of the foregoing, this indemnity shall apply to both claims by you or your representatives and your third parties against a RR Party for injury or damage to property. Without limiting the generality of the foregoing, this indemnity shall apply to both claims by you or your representatives and by third parties against a RR Party for injury or damage to property.
- You and RR waive the right to trial by jury. With respect to any action brought in connection with the interpretation, breach or enforceability of this Agreement, the parties agree; (I) to accept service of process by first class mail, return receipt requested; (II) to waive any defense or objections based on the absence of personal jurisdiction or improper jurisdiction and venue; (III) that the sole and exclusive venue and jurisdiction of such action shall be in the Civil or Supreme Court of the State of New York, County of New York.
- This paragraph 6 will remain in effect after the Termination of this Agreement and the return of your vest under Paragraph 4(b) above.
- Use of Name and Logo
- Without out prior written consent, your use of the Ruff Ryders’ Logo and other material is limited by this Agreement. If we consent to any promotional use of the logo or other items, such use much be strictly in accordance with the terms of our consent, and you will pay RR a license fee of 20% of the total receipts in connection with said use unless a different fee is agreed upon in writing. Without our prior written consent, you shall not (I) engage in acts or omissions which represent that such activities are being promoted by and/or endorsed by any of the RR Companies in any manner (including, without limitation, the use of RR’s name or logo on any promotional material); and/or (II) enter into an agreement with a third party either on behalf of any of the RR Companies or in a name confusingly similar to any of the RR Companies (i.e., the name Ruff Ryders whether or not preceded by or following the name of a chapter) or otherwise represent that any of the RR Companies is a party to such agreement.
- You shall not purchase, manufacture, sell and/or distribute any item or product that incorporates the name, logo and or other property (individually and collectively, “Property Material”) that is proprietary to any of the RR Companies.
- In addition to any legal and/or equitable rights, RR reserves the right to immediately terminate, without notice, the membership status of any person engaged in any act or omission in violation of this paragraph 7.
- Other Matters
- All notices relating to this Agreement must be in writing and sent to RR or you at the address listed below or at another address that you or RR may specify in a notice given to the other. Notices will be considered to be given when they are deposited in the United States mail, postage prepaid except that notices of change of address shall be effective as of the date of receipt of the party to whom such notice is forwarded.
- Any waiver of the terms and conditions herein must be in writing and signed by RR.
- These terms and conditions will be interpreted and enforced in accordance with the laws of New York applicable to contracts entered into and to be fully performed in New York State.
- The terms and conditions set forth herein is the entire agreement between RR and you. There are no other written or spoken promises of understandings.
- Independent Authorized Local Chapter (ALC).