Members Make The Madness
Membership to Metal Madness Sports Shooting Association is the backbone of our entire operation. Membership costs just $25/year and is valid nationwide at any MMSSA Affiliate Range.
Members have their match scores published on our website and receive discounts on all merchandise from MMSSA branded Tippmann Arms rifles, Elftmann triggers, T-shirts and any merchandise sold at events.
Members can participate in the bracket bullet awards program and are qualified to participate in a State Regional or World Competition held by MMSSA.
Members help support our youth league and it's participants. We believe it is important to teach our youth not only about shooting but teamwork, patriotism, and positive social interaction.
Join Metal Madness!
Terms and Conditions
This MMSSA LLC Membership Agreement Term and Conditions agreement (the “Agreement”) is made and entered into as of the date accepted by both parties (the “Effective Date”), by and between 787 Dover Road Grand Rivers Kentucky, 42045 MMSSA LLC and the company set forth on the Membership Application having an address as set forth therein (“Sponsor”).
1.1. “Confidential Information” means any proprietary or confidential information disclosed by MMSSA LLC to Sponsor that is designated at the time of disclosure as being confidential, or, if disclosed orally or visually, is identified as such when disclosed, or which, under the circumstances surrounding the disclosure, Sponsor knows or has reason to know that such information should be treated as confidential without the need to be marked as such. Without limiting the foregoing, Confidential Information shall include any information regarding the Event, MMSSA LLC’s business opportunities, development plans, marketing plans, sales figures, financial condition, unreleased versions of products, technology, and customer information.
1.2. “Event” means the tradeshow or other event relating to the Membership.
1.3. “Fee” means the fee for the Membership, as set forth on the Membership Application.
1.4. “Product Membership” means a Membership that includes Sponsor providing any product or service to be distributed or provided at the Event.
1.5. “MMSSA LLC Trademarks” means MMSSA LLC’s trademarks, service marks, logos and the like, as specified by MMSSA LLC.
1.6. “Sponsor Trademarks” means Sponsor’s trademarks, service marks, logos and the like.
1.7. “Membership” means the Membership opportunity specified in this Agreement.
1.8. “Membership Application” means the application from which this agreement is referenced that specified the details regarding Sponsor and the Membership.
2. Membership Details.
2.1. General. In exchange for the Fee, MMSSA LLC will provide Sponsor a Membership for 1 (One) Year, as detailed on the Membership Application.
2.2. Fee. Sponsor shall pay to MMSSA LLC the Fee in exchange for the Membership. Except as otherwise specified on the Membership Application, all Fees shall be due and payable with the Membership Application. Any payments to be invoiced by MMSSA LLC will be due and payable net fifteen (15) days. All Fees are non-refundable. If any Fees are not paid by the due date, Sponsor shall additionally pay to MMSSA LLC (a) a late fee equal to two percent (2%) or the highest legal rate, whichever is lower, of the overdue balance per month compounded monthly and rounded to the next highest whole month; and (b) any costs and expenses incurred by MMSSA LLC (including attorneys’ fees) in connection with collection efforts related to the unpaid amount.
2.3. Other Sponsor Obligations. In addition to the Fee, Sponsor shall perform the other obligations, if any, specified on the Membership Application according to the due dates and other specifications set forth therein.
2.4. Product Memberships. Products provided in connection with a Product Membership shall be provided at no cost to MMSSA LLC (including shipping expenses) unless otherwise agreed in writing. Unless otherwise agreed in writing by the parties, the products shall be decorated with a MMSSA LLC Trademark as specified by MMSSA LLC. In addition, Sponsor may include its company or line name, as well as its MMSSA LLC #, PPAI #, or UPIC on the product or on the packaging accompanying the product. No other markings or industry identifications may be included on or attached to the product or the packaging. Sponsor shall adhere to MMSSA LLC’s trademark MMSSA LLC guidelines with respect to the decoration of the product. Sponsor shall provide a paper proof of the decoration to be applied on the Product at for MMSSA LLC’s approval at least thirty (30) days prior to any special Event(s). Products shall be shipped to the destination specified by MMSSA LLC to arrive by the specified date. Unused or extra products will not be returned to Sponsor.
2.5. Costs and Expenses. Except as expressly set forth herein, each party shall be solely responsible for all of its costs and expenses related to its marketing and promotion of the Membership.
2.6. Authority and Representations. Sponsor shall have no power or authority, expressed or implied, to make any commitment or incur any obligations on behalf of MMSSA LLC. Sponsor shall not make any warranties, representations, promises, or commitments concerning the Membership, the Event, or any other MMSSA LLC products or services.
2.7. Cancellation. MMSSA LLC may cancel or reschedule the Event in its sole discretion. In the event that the Event is canceled and not rescheduled and such cancellation is due to events that are not outside of MMSSA LLC’s reasonable control, then MMSSA LLC shall refund the Fee to Sponsor, less a reasonable amount (if any) to account for any marketing efforts already made prior to such cancellation.
3. Proprietary Rights
3.1. Use of Trademarks. Sponsor hereby grants to MMSSA LLC a nonexclusive license to use the Sponsor Trademarks solely in connection with the Membership and the Event. Sponsor will provide all artwork and other reasonably necessary information, as requested by MMSSA LLC. Likewise, MMSSA LLC hereby grants to Sponsor a non-exclusive license to use the MMSSA LLC Trademarks solely in connection with personalization of Product Memberships to be used in advertisements or at a special Event(s).
3.2. Publicity. During the term of this Agreement, Sponsor will have the right to indicate to the public that it is a “sponsor” of MMSSA LLC or any special Event(s). In addition, if the parties mutually agree, the parties may issue a press release announcing the Membership.
3.3. No Other Rights. Nothing herein grants or is deemed to grant to Sponsor any right, title or interest in or to the Event or any other MMSSA LLC products or services or intellectual property.
4. Term and Termination
4.1. Term. This Agreement will commence on the Effective Date and continue until conclusion of the Event.
4.2. Termination for Cause. If either party materially breaches this Agreement, then the non-breaching party may give written notice to the breaching party that if the default is not cured within thirty (30) days, the Agreement may be terminated. If the non-breaching party gives such notice and the breach is not cured during the thirty (30) day period, then the Agreement may be terminated by the non-breaching party within thirty (30) days following the end of the cure period by sending written notice to the breaching party.
4.3. Termination for Failure to Perform. The Membership is contingent upon Sponsor’s payment of the Fee pursuant to Section 2.2 and Sponsor’s performance of its other obligations pursuant to Section 2.3. Time is of the essence with respect to performance of Supplier’s obligations hereunder. In the event that Sponsor fails to perform any such obligations, MMSSA LLC may, in its discretion, immediately terminate this Agreement for material breach and give the Membership to another company. In such an event, MMSSA LLC will have no obligation to refund any Fees previously paid by Sponsor.
4.4. Termination for Potential Damage to Reputation. MMSSA LLC may, at any time in its discretion, terminate this Agreement if MMSSA LLC reasonably believes that Sponsor’s affiliation with the Event or MMSSA LLC will damage the reputation of or otherwise harm the Event or MMSSA LLC.
4.5. Survival of Certain Terms. Notwithstanding any termination of this Agreement, the following provisions shall survive: Sections 3 (Proprietary Rights), 5 (Limitation of Liability), 6 (Confidentiality), 7 (Representations and Warranties), and 8 (General Provisions). All other rights and obligations set forth herein shall cease upon expiration or termination of this Agreement for any reason.
5. Limitation of Liability
5.1. Disclaimer of Consequential Damages. EXCEPT FOR A BREACH OF SECTIONS 6 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
5.2. Maximum Liability. IN NO EVENT SHALL MMSSA LLC’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEE. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
5.3. Reasonable Allocation of Risk. The parties understand and agree that the limitations of liability set forth in this Section 5 are a reasonable allocation of risk between the parties. Furthermore, the limitations of liability set forth in this Agreement shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.
5.4. Sponsor Indemnification. Sponsor shall, at its own expense, indemnify, defend, and hold harmless MMSSA LLC, its affiliates, officers, directors, employees, consultants, and agents from any and all third party claims, actions, suits, or liabilities arising out of or related to the Membership or MMSSA LLC’s use of the Sponsor Trademarks as permitted hereunder.
6.1. Non-Use and Non-Disclosure. During the course of the relationship, MMSSA LLC may disclose certain Confidential Information to Sponsor. Sponsor shall not disclose MMSSA LLC’s Confidential Information to any third party and may only use MMSSA LLC’s Confidential Information for the intended business purpose related to this Agreement and for the benefit of MMSSA LLC. Sponsor shall protect Confidential Information from disclosure or misuse by using the same degree of care as for its own confidential information of like importance but shall at least use reasonable care. Sponsor shall promptly notify MMSSA LLC upon learning of any unauthorized disclosure of MMSSA LLC’s Confidential Information and shall provide MMSSA LLC with reasonable assistance to remedy and contain such breach.
6.2. Confidentiality of this Agreement. Neither party shall disclose the terms of this Agreement other than to business, financial, or legal advisors, without the express written consent of the other party. However, either party may disclose the terms or existence of this Agreement as required under United States securities regulations, or in furtherance of a proposed sale, acquisition, or merger of substantially all of such party’s business interests related to this Agreement as long as such disclosure is made under a duty of confidentiality.
7. Representations and Warranties
7.1. Authority. Each party represents that it has the full power and authority to execute and deliver this Agreement and to carry out the transactions contemplated by this Agreement.
7.2. Conflicting Agreements. Each party represents and warrants that it has no outstanding agreement or obligation that conflicts with any of the provisions of this Agreement, or that would preclude it from complying with the provisions hereof.
7.3. Disclaimer. MMSSA LLC GRANTS NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE EVENT OR THE MEMBERSHIP. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MMSSA LLC SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, ACCURACY OF DATA, AND FITNESS FOR A PARTICULAR PURPOSE AND DOES NOT GUARANTEE A CERTAIN LEVEL OF MARKETING, PUBLICITY OR ATTENDANCE.
8. General Provisions
8.1. Independent Contractors. The relationship of MMSSA LLC and Sponsor established by this Agreement is that of independent contractors, and neither party is an employee, agent, partner, or joint venture of the other.
8.2. Compliance with Laws. Sponsor shall comply with all applicable laws, rules, treaties, and regulations in its performance of this Agreement.
8.3. Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the law of the State of Kentucky, without regard to principles of conflict of laws. The federal and state courts located in Livingston County, Kentucky shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement. Each party hereto expressly consents to the personal jurisdiction and venue of such courts.
8.4. Notices. Any notice required or permitted by this Agreement will be in writing and will be sent by registered or certified mail, return receipt requested, by facsimile, or by reputable overnight courier addressed to the other party at the address shown at the beginning of this Agreement or at such other address for which such party gives notice hereunder. Such notice will be deemed to have been given when delivered or, if delivery is not accomplished by some fault of the addressee, when tendered.
8.5. Entire Agreement. This Agreement, including the exhibits attached hereto, sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and merges all prior discussion between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless set forth in writing signed by officers of both parties. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect.
8.6. Force Majeure. Nonperformance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, terrorism, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party.
8.7. Assignment and Binding Effect. Sponsor may not transfer or assign its rights or obligations under this Agreement without the prior written consent of MMSSA LLC, and any attempted assignment shall be void. MMSSA LLC may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all its assets. This Agreement will be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.
8.8. Legal Fees. The prevailing party in any legal action shall be entitled to recover reasonable attorneys’ fees and expenses in connection with such action.
8.9. Counterparts. This Agreement executed in two or more counterparts, each of which will be deemed an original and all of which together will constitute one instrument.