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RBMA members ("Members") are granted and agree to be bound by a limited license to use the RBMA Membership Marks solely to indicate membership in RBMA. "Membership Marks" means those names, symbols, designs, or combinations thereof adopted by RBMA from time to time and provided to its Members for use solely to indicate membership in RBMA. RBMA hereby grants to Member the non-exclusive right and license to use the Membership Marks during the term of Member's membership in RBMA solely for the purpose of identifying Member as a member of RBMA.
The license granted herein is not assignable for any purpose whatsoever and the Member hereby recognizes that it has no title whatsoever to the Membership Marks other than a mere license to use the same as provided in this Agreement. Upon expiration or termination hereof, Member agrees to immediately discontinue all uses of the Membership Marks, to remove at its own expense all signs bearing any of the Membership Marks and to erase or obliterate any Membership Marks from advertising, including Member's website, used by Member. All rights in the Membership Marks and the goodwill associated therewith shall at all times remain the property of RBMA.
Member shall cause to appear on or within all advertising, promotional or display material bearing any Membership Mark, notice of RBMA's proprietary rights in any applicable Membership Mark as specified from time-to-time by RBMA. Without limiting the foregoing, Member shall use the symbol ® with all federally registered Membership Marks Member acknowledges RBMA's ownership of the Membership Marks, and agrees that it will do nothing inconsistent with such ownership and that all use of the Membership Marks by Member shall inure to the benefit of RBMA. Member shall not acquire, by virtue of this Agreement or Member's membership in RBMA, any right, title or interest in or to the Membership Marks, other than the non-exclusive right and license to use the same in the manner provided herein.
Member acknowledges and agrees that its right to use the Membership Marks shall be limited to the scope of the license granted herein. Member acknowledges and agrees that the obligations imposed on Member by this Agreement are unique, and that the breach of any such obligation would injure RBMA; that such injury is likely to be difficult to measure, and that monetary damages, even if ascertainable, are likely to be inadequate compensation for such injury. Therefore, Member acknowledges and agrees that protection of RBMA's interest in the Membership Marks would require equitable relief, including injunctive relief, in addition to any other remedy or remedies RBMA may have at law or under this Agreement.
Member does hereby accept the license to display the Membership Marks upon the terms and conditions herein set forth, it being understood that in the event of a breach by Member of any conditions or provisions herein, RBMA shall have the unqualified right to terminate this license immediately upon written notice to Member and to file suit for injunctive and monetary relief under state and federal law. Member agrees that upon receipt of notice of termination it shall forthwith desist from the use of said Membership Marks, it being the intention of the parties that while to question of the disputed breach is being determined by them, the Member shall not continue to use any Membership Mark and that in no event shall the revocation of the license with or with reason or cause, subject RBMA to a suit, counterclaim, or judgment for damages.
The license to use the Membership Marks shall automatically terminate, without notice from RBMA, and the right of Member to use the Membership Marks shall immediately cease in the event that Member's membership in RBMA expires or is terminated for any reason, provided, however, that RBMA may, at its sole discretion, permit the Member to continue to use the Membership Marks if in the judgment of RBMA, the renewal of the Member's status as a member of RBMA appears imminent.
In the event of termination of the license granted herein, Member shall forthwith surrender the negatives, positives, prints, mats or dyes of the Membership Marks in the Member's possession or control to RBMA.
Member agrees that it shall use only the then-current approved version of the Membership Marks, and, if used in advertising, the Membership Marks shall be clear, distinct, and legible. Member agrees not to use the Membership Marks in a manner that would suggest or imply that any event, program, product, or service of Member is a product or service of, or is endorsed, or sponsored by RBMA. Should Member wish to determine conclusively whether any particular use of the Membership Marks is compliant with this subparagraph, Member may submit the proposed advertising materials to RBMA for approval, by prepaid certified mail, return receipt requested, sent to RBMA, Attention: President, at RBMA's address as set forth above, and RBMA shall provide to its Member its written approval or disapproval of such submissions, which determination should be conclusive and binding on Member.