TERMS AND CONDITIONS
These Seattle Sounders FC Single Match Suite License Terms and Conditions (this "License" or these "Terms and Conditions") constitute a binding agreement between Seattle Soccer LLC d/b/a Seattle Sounders FC, a Delaware limited liability company, having its principal office at 1901 Oakesdale Ave SW, Suite 210, Renton, Washington 98057 ("Team"), and the individual or entity identified as "Licensee" in the Order Summary (as defined below). By completing the online purchase process for a Suite (as defined below) and indicating acceptance of these Terms and Conditions, Licensee agrees to be bound by this License.
BACKGROUND
WHEREAS, Team operates a Major League Soccer ("MLS") franchise in Seattle, Washington; and
WHEREAS, First & Goal Inc. ("FGI") operates a state-of-the-art outdoor football and soccer stadium known as Lumen Field (the "Stadium"), which serves as the Team's home facility; and
WHEREAS, FGI and Team have entered into a Stadium Use Agreement whereby the Team has the right to offer limited licenses to third parties for the private use of suites located in the Stadium for all Team home matches played at the Stadium. For purposes of this License, in certain circumstances the Team shall be deemed to include FGI; and
WHEREAS, Licensee wishes to purchase, and Team wishes to grant, a limited, revocable license to use a suite at the Stadium for a single Team home match, on the terms set forth below;
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth in this License, and for other good and valuable consideration, Team and Licensee hereby agree as follows:
TERMS AND CONDITIONS
1. Definitions. As used in this License, the capitalized terms below have the meanings set forth in this Section 1. Certain of these terms are completed with the specific information Licensee enters, or that is presented to Licensee, during the online checkout process (the "Order Summary"). Licensee should review the Order Summary carefully before completing checkout, as the Order Summary and these Terms and Conditions together constitute this License.
a. "Order Summary" means the checkout summary and purchase confirmation presented to and completed by Licensee during the online purchase process for the Suite, which includes: Licensee's name and, if applicable, company name; email address; phone number; and mailing address; a unique account identifier; the date of purchase; the Match and Match Date; the Suite purchased and the quantity thereof; the Suite Capacity; the License Fee, together with any applicable sales tax and service fee reflected in the total amount due; the name, phone number, and email address of the Catering Contact, if designated; and Licensee's typed signature accepting these Terms and Conditions.
b. "Licensee" means the individual or entity identified as the purchaser in the Order Summary — that is, the individual named therein or, if a company name is provided, the entity so identified.
c. "Effective Date" means the date on which Licensee completes the online purchase process and accepts these Terms and Conditions.
d. "Match" means the Seattle Sounders FC home match identified in the Order Summary.
e. "Match Date" means the date of the Match identified in the Order Summary.
f. "Suite" means the suite identified in the Order Summary.
g. "Suite Capacity" means the number of seats and standing room tickets for the Suite, as identified in the Order Summary. Licensee recognizes and agrees the total number of tickets for the Suite includes both tickets for seats within the Suite and standing room only tickets for the Suite. The number of parking passes included with the Suite is addressed separately in Section 6.
h. "License Fee" means the amount identified in the Order Summary as the subtotal due for the Suite, exclusive of any sales tax and service fee separately itemized in the Order Summary, each of which is due and payable by Licensee in addition to the License Fee.
i. "Catering Contact" means the individual identified in the Order Summary as the contact for coordinating Suite catering, who may be the same as or different from Licensee.
2. Single Match Suite License Fee. One hundred percent of the License Fee is due at the time Licensee completes the online purchase process.
3. Security Deposit. A valid credit card (MC/VISA/AMEX) for Licensee must be kept on file through the Match Date. The Team reserves the right to charge Licensee for, and Licensee shall pay, the costs and expenses for any damages above normal wear and tear (including ordinary cleaning), which the Team reasonably considers to be extraordinary repairs, replacements or cleaning of the Suite including damages which may be incurred as a result of any act or omission of Licensee, its guests or invitees (collectively, "Licensee Guests"), in connection with its use of the Suite on the Match Date.
4. Grant of License; Suite. Subject to the other terms and conditions contained in this License, the Team hereby grants to Licensee a limited, revocable license to use the Suite for the purpose of viewing the Match. The tickets to the Match which accompany the Suite purchase constitute a separate revocable license as further defined herein. Licensee and all Licensee Guests must at all times abide by all rules, conditions of entry and behavior as applicable to all Ticket Holders ("Ticket Holders") as that term is defined by the Seattle Sounders FC Ticket Purchase Policy and Spectator Waiver ("Ticket Purchase Policy"), which may from time-to-time be amended by the Team and can be obtained at https://www.soundersfc.com/tickets/ticket-purchase-policies.
5. Admission Tickets. Only individuals holding tickets designated as "Suite Tickets" for the Match will be admitted to the Suite during the Match. The Team shall provide to Licensee the number of admission tickets to the Stadium and Suite equal to the Suite Capacity for access to the Stadium and the Suite for the Match.
6. Parking. The number of parking passes included with the Suite is determined by the type of Suite purchased, as follows: (i) four (4) parking passes for Club, Suite Level, and Field Suites; (ii) six (6) parking passes for the Scarves Up! Suite; and (iii) eight (8) parking passes for the Boardroom Suite. To be eligible to park in the designated suites parking area (the "Suites Parking Area"), vehicles must conform to reasonable requirements as to size as established by the Team, including height. Such parking shall be available beginning a reasonable period of time preceding the Match through a reasonable period of time following the conclusion of the Match. The parking passes provided constitute separate revocable licenses and the Suites Parking Area operator rules must be followed at all times, including those, if any, which appear on the parking pass itself. Team is not responsible for any lost, damaged or stolen property of Licensee or Licensee Guests. Such periods and other rules governing parking shall be determined from time-to-time by the Team, FGI, and/or Suites Parking Area operator.
7. Services and Other Benefits Provided with the Suite.Â
a. Food and Beverages. Food and beverage services shall be provided by a caterer or caterers licensed by the Team at Licensee's sole expense (the "Stadium Concessionaire"). Licensee shall pay on a timely basis all charges and expenses for catering, including applicable taxes, incurred by Licensee in connection with the use of the Suite by Licensee and Licensee Guests. No food or beverages other than that purchased from Stadium Concessionaire may be brought into or be prepared or consumed in the Suite. Stadium Concessionaire may require Licensee to pay in full prior to the Match Date for pre-arranged Suite catering, and Licensee agrees to conform with all Stadium Concessionaire policies related to ordering and paying for food and beverage in the Suite before and during the Match, including through Licensee's designated Catering Contact, if any.
b. Repairs and Maintenance by the Team. The Team will be responsible for ordinary cleaning, sweeping, vacuuming, trash removal and dusting. Licensee shall be responsible for any costs incurred by the Team related to, and Licensee shall pay, all costs and expenses for any damages above normal wear and tear, including cleaning charges, which the Team reasonably considers to be extraordinary repairs, replacements or cleaning of the Suite and which may be incurred as a result of any negligence, act or omission of Licensee or Licensee Guests.
c. Use and Enjoyment. Licensee and Licensee Guests shall be entitled to use the Suite on the Match Date in compliance with this License and Stadium policies. Licensee and Licensee Guests shall be bound by and shall observe the terms and conditions upon which tickets for admission to the Stadium have been issued by the Team including, without limitation, any policies, rules or regulations which may be created by the Team from time-to-time with regard to the use of the Suite and as may apply to all Ticket Holders.
d. Team Access to Suite. For reasons including the protection of Licensee and Licensee Guests, the Team retains the right to control access to all of the suites at the Stadium, including the Suite. Licensee acknowledges that this License is merely a license permitting Licensee limited, revocable access to the Suite. Access to the Suite level shall be allowed only to persons holding appropriate tickets or passes. The Team shall have no obligation to provide security for the Suite and shall have no liability related to security.
e. Delivery of Tickets. Licensee acknowledges and agrees that Team may, in its sole discretion and control, issue electronic tickets in digital or PDF attachment form, and/or mobile tickets or any combination thereof. Team shall not be obligated to issue any tickets to Licensee until the License Fee is paid in full by Licensee.
f. Similar Rights. This License provides Licensee only with the right and privilege to use and enjoy the Suite in the manner set forth herein, and except as pertains to the special right and privilege to so use and enjoy the Suite, this License does not confer upon Licensee or Licensee Guests any greater or lesser rights and privileges with respect to admission to the Stadium than afforded to other Ticket Holders for admission to the Stadium.
g. Ticket Policies. Licensee and Licensee Guests shall be bound at all times by the then-current Ticket Purchase Policy governing entry to and enjoyment of the Match that apply to all Ticket Holders and as may from time-to-time be adopted and amended by Team, FGI, the Stadium or each of their agents and assignees (collectively, "Ticket Policies"). Behavior which violates any of these Ticket Policies may result in removal from the Stadium and an individual or group being banned from future matches or events taking place at the Stadium. In the event that Licensee or any Licensee Guests are ejected from the Match, no refund shall be issued for those tickets or any portion of the License Fee.
8. Covenants of Licensee. Licensee covenants as follows:
a. Good Repair. Except for ordinary wear and tear, Licensee shall and shall cause Licensee Guests to keep the Suite in good repair, order, and condition, and Licensee shall reimburse the Team for the repair of any damage caused to the Suite or the Team's property in the Suite by Licensee or Licensee Guests. Any damage caused by persons other than Licensee or any Licensee Guests shall be the responsibility of and shall be repaired by the Team or the manager of the Stadium.
b. Compliance with Laws, Rules and Regulations; Alcoholic Beverages. Licensee shall abide by, and shall notify and require all Licensee Guests to abide by, all applicable public laws, regulations and ordinances, by governing orders, and by such policies, rules and regulations as the Team or the manager of the Stadium shall establish from time-to-time concerning the use and occupancy of the Suite, the Stadium, and the Suites Parking Area. Any policies, rules and regulations established by the Team or the manager of the Stadium with respect to the use and occupancy of the Suite, the Stadium, and the Suites Parking Area, by Licensee and Licensee Guests shall be enacted on a uniform basis and shall apply equally to all holders of suite licenses and tickets.
c. Decorum of Licensee and Licensee Guests. Licensee and Licensee Guests shall at all times maintain proper decorum while using the Suite. Licensee shall be responsible for its actions as well as those of Licensee Guests, including, but not limited to, actions arising from the consumption of alcoholic beverages. Should Licensee or any of Licensee Guests create a disturbance or cause objects to be thrown or dropped from the Suite, in addition to its other remedies, the Team shall, in its sole and exclusive discretion, have the right to eject the parties responsible for such action or all the persons in the Suite from the Stadium. In the event that Licensee or any of Licensee Guests are ejected from the Stadium, Licensee shall not be entitled to any monetary refund or reimbursement for any portion of the License Fee, however, Licensee shall remain liable for any damages above normal wear and tear caused by or in connection with Licensee's or Licensee Guests' use of the Suite.
9. Reproduction and Transmission of Event. Neither Licensee nor any of Licensee Guests shall film, photograph, record or transmit from the Suite or any other portion of the Stadium all or any portion of any Match, or any description thereof, by any means (including without limitation radio, television, or internet broadcasting), whether broadcast "live" or by means of film or tape.
10. Advertising. Neither Licensee nor any Licensee Guests shall attach in any fashion or otherwise display any signs, banners, notices, or advertisements on the exterior or the interior of the Suite, other than those approved in advance in writing by the Team in its sole discretion.
11. Right of Entry by the Team. The Team (including for purposes of this Section, its employees, agents and contractors, and public officers) shall have access to the Suite at any time (including during the Match) to the extent deemed necessary by the Team (a) for the performance of its obligations hereunder and for any and all purposes related thereto, (b) to investigate any suspected violations of the terms and conditions of this License, or (c) otherwise in connection with its interest in the Suite. At the instruction of the Team, Licensee shall immediately cease and desist from any activity the Team deems dangerous, in violation of the terms and conditions of this License, or objectionable (e.g., excessive consumption of alcoholic beverages), and failure to comply with such instruction shall be grounds for ejection from the Stadium.
12. Disclaimer of Liability; Risk of Loss; Indemnification. For purposes of this Section:
a. "Licensee Parties" include Licensee and Licensee Guests, and each of their respective shareholders, owners, partners, affiliates, directors, officers, employees, agents, contractors, licensees and invitees.
b. "Team Parties" include Seattle Soccer LLC, First & Goal Inc., the Washington State Public Stadium Authority, Major League Soccer LLC, Soccer United Marketing Teams, owners and operators of all other MLS teams, the Stadium Concessionaire, all Match or event sponsors, promoters and participants, the media, and each of their respective shareholders, owners, members, partners, affiliates, directors, officers, employees, agents, contractors, assignees, licensees and invitees.
c. "Indemnified Liabilities" include all liabilities, damages, losses, claims, demands, costs and expenses, including attorneys' fees, negotiation and litigation expenses, related to any personal injury, property damage, or economic loss, arising out of or in connection with the use or occupancy of the Suite or the Stadium by any of the Licensee Parties, and/or the management of the Suite or the Stadium, and/or the presentation of the Match or other event by any of the Team Parties, resulting from any cause whatsoever, including but not limited to acts or omissions of any of the Team Parties or of third-parties or of unknown parties including any related to or caused by the conduct of, by any participant in, or by others in attendance at the Match, whether arising prior to, during or subsequent to, the performance of the Match, or by violation of the provisions of this License or of any applicable laws, rules, or regulations of any governmental agency having jurisdiction.
d. Neither the Team nor any of the other Team Parties shall be liable for any Indemnified Liability to Licensee or any of the other Licensee Parties, and Licensee, for itself and all other Licensee Parties, hereby assumes all risk related to Indemnified Liabilities, unless due to gross negligence or willful misconduct of the Team.
e. Licensee, for itself and all other Licensee Parties, hereby releases the Team and all other Team Parties from every Indemnified Liability, and shall defend, indemnify and hold the Team and all other Team Parties harmless from and against every Indemnified Liability, unless due to gross negligence or willful misconduct of the Team.
13. Assignment by Licensee. Licensee shall not assign this License without Team's prior written consent, which may be withheld in Team's sole and exclusive discretion.
14. Notices. All notices, demands and other communications between the parties required or appropriate hereunder shall be in writing and deemed received upon actual delivery to the address set forth above for the Team and to the address for Licensee set forth in the Order Summary, or to such other address as may be designated by either party from time to time in writing.
15. Match Cancellation. In the event that the Match is cancelled and not rescheduled, Licensee shall be entitled to select an alternate match date and apply its License Fee to that date, subject to availability and the discretion of the Team. In the event that the Match is rescheduled, all terms, rights and obligations under this License shall apply to the rescheduled date. In the event that the rescheduled date is not reasonably compatible with Licensee's schedule, Licensee may select an alternate match, subject to availability and the discretion of the Team, or request the License Fee be provided as credit towards a future match during the then current season.
16. Default. In the event that Licensee breaches any of the terms or covenants of this License prior to the Match Date, Licensee may forfeit its right to use the Suite, and may not be entitled to a refund of the License Fee, unless the Team, through its reasonable best efforts is able to resell the Suite prior to the Match Date. Team in its sole and exclusive discretion may also terminate any future match suite licenses with Licensee.
17. Non-waiver. No waiver by the Team of any default or breach by Licensee of its obligations hereunder shall be construed to be a waiver or release of any other subsequent default or breach by Licensee hereunder and no election, failure or delay by the Team in the exercise of any remedy provided for herein shall be construed a forfeiture or waiver thereof or of any other right or remedy available to the Team.
18. Dispute Resolution. Any dispute or claim that arises out of or relates to this License, except for suits in collection of Licensee's unpaid License Fee, any unpaid concession charges, and invoiced and yet unpaid damages to the Suite, shall be submitted to non-binding mediation administered by the American Arbitration Association ("AAA") under its then effective Commercial Mediation Rules, or to another mediator if the parties so agree. Thereafter, any unresolved dispute or claim arising out of or relating to this License shall be resolved by final and binding arbitration administered by AAA, or another arbitrator if the parties so agree, in accordance with AAA's then effective Commercial Arbitration Rules. Notwithstanding the otherwise exclusive dispute resolution procedures set forth in this Section 18, the Team may, in its sole discretion, exercise any of its self-help remedies available by law or under this License, or file suit directly in court to seek injunctive relief against Licensee or to obtain relief under all applicable forcible entry and detainer statutes. The arbitrator(s) are directed to issue a final award no more than 90 days after the initial demand for arbitration, but any failure to timely issue a final award shall neither deprive the arbitrator(s) of jurisdiction nor invalidate a subsequent award.
19. Attorneys' Fees and Costs. The substantially prevailing party in any judicial or arbitration proceeding arising out of or relating to this License shall be reimbursed by the other party hereto for all costs, disbursements, expenses and attorneys' fees (collectively, the "Costs"). Costs include, without limitation, all attorneys' fees incurred in negotiations, mediations, arbitrations, trials, administrative proceedings, bankruptcy proceedings and any appeals from any such proceedings, as well as post-judgment collection efforts.
20. Severability. If any term of this License or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this License, or the application of such item to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term of this License shall be valid and shall be enforced to the fullest extent permitted by law.
21. Modifications in Writing. No amendment or modification to this License shall be effective unless in writing and signed or otherwise affirmatively accepted by the party bound thereby.
22. Force Majeure. If either party is unable to perform due to a Force Majeure Event, this License shall immediately terminate and both parties shall be excused from performing under this License. Notwithstanding the foregoing, a strike or lockout will not be considered a Force Majeure Event and in such instance, Team shall offer up alternative match date(s) for Licensee on the same terms and conditions, and if those dates are not acceptable to Licensee, Team shall refund any deposits and neither party shall incur any further liability. For purposes of this License, a "Force Majeure Event" includes, but is not limited to acts of God or emergency situations resulting in local, regional, and/or national governmental responses including enforced shutdowns as a result of health and safety concerns (such as in response to the novel coronavirus and any of its subvariants), epidemic, or pandemic.
23. Entire Agreement; Order of Precedence. These Terms and Conditions, together with the Order Summary, constitute the entire agreement between Team and Licensee regarding the Suite and the Match, and supersede all prior discussions, negotiations, and agreements, whether oral or written, relating to the subject matter hereof. In the event of any conflict between the Order Summary and these Terms and Conditions, the Order Summary shall control solely as to the identification of Licensee, the Match, the Match Date, the Suite, the Suite Capacity, the Catering Contact, and the License Fee, and these Terms and Conditions shall control in all other respects.