New York Red Bulls Business Alliance Terms and Conditions
(Effective March 31, 2017)
A. Joining the Alliance
In order to be eligible to become an Alliance Member, you must meet the following “Eligibility Criteria”: (i) be a Qualified Business and (ii) purchase $6,000 or more worth of Qualifying Tickets during any single MLS season on or before October 1st of that MLS season.
A “Qualifying Business” is a registered business with a corporate office located within the 75-mile radius of Red Bull Arena, and “Qualifying Tickets” include season tickets to New York Red Bulls MLS games at Red Bull Arena (“Home Games”), “Partial Plan” season tickets (i.e., a package of tickets to more than one Home Game, but less than all Home Games, in a given MLS season, which such games are subject to change in accordance with Club’s policies and procedures in effect from time to time), “Group Tickets” (i.e., 15 or more tickets to any single Home Game) and/or Skybox(es) for Home Games.
If you satisfy the Eligibility Criteria, you may become an Alliance Member by sending the following information to email@example.com: the legal name and “dba” of your business, your business mailing address, the address of your corporate office (located within the 75-mile radius of Red Bull Arena), the name and telephone number of a contact person at the business, and the URL of your official business website. Upon our receipt of this information, a Club representative will contact you to confirm whether you meet the Eligibility Criteria. Upon confirmation, as determined in our sole discretion, you will become an Alliance Member for the remainder of the MLS season for which you purchased the Qualifying Tickets, subject to the terms and conditions herein and Club’s Policies. Alliance memberships are offered solely for promotional purposes and the Club reserves the right to expand or limit the availability of the Alliance, or terminate the Alliance, at any time and to terminate your membership at no cost or liability to Club.
B. Alliance Benefits
As an Alliance Member, you will receive certain associated benefits, which may include the following:
- Recognition – your Qualified Business’s name will be listed on the “New York Red Bulls Business Alliance” subpage accessible from www.newyorkredbulls.com, together with a hyperlink to your official business website.
- Events Access – from time to time, we may hold or have access to certain events at Red Bull Arena or other locations throughout the tristate metropolitan area. Subject to availability, you will receive one (1) invitation to one or more of these events, which you may use for yourself or your business guest. Invitations have no cash value, and may not be sold, bartered, assigned, transferred or pledged to any third party except as expressly permitted by us.
- Materials – you will receive one (1) Alliance membership recognition gift, one (1) package of Club pocket schedules and one (1) Club poster schedule for your personal, non-commercial use at your principal place of business only.
- Social Media – from time to time, we may post updates about and/or promoting the Alliance on our owned, branded and/or controlled social media platforms (e.g., Instagram, Twitter, Snap, etc.).
Once you have become an Alliance Member, the Club will send you an email welcoming you to the Alliance, which will include a list of your then current Alliance membership benefits. Alliance membership benefits have no cash redemption value and may not be substituted for any other benefits, except at the Club’s sole discretion. Club reserves the right to eliminate, modify or provide additional Alliance membership benefits at any time. The Club is not responsible for your inability or failure to accept, use and/or receive the benefit of any Alliance membership benefit for any reason, including any third-party’s terms and conditions and/or the terms of business or operations pertinent to the receipt or availability of a particular benefit. Alliance membership benefits may be subject to expiration dates and terms and restrictions on use, as reflected thereon. All details regarding the Alliance membership benefits will be determined by us in our sole discretion.
C. Promotional Materials
D. Expiration; Renewal; Other Terms
· Your Alliance membership will expire at the end of the MLS season for which the Qualifying Tickets were purchased. When your Alliance membership expires, or in the event it is terminated for any reason, you will lose any and all Alliance membership benefits. An Alliance membership has no cash value, and may not be sold, bartered, assigned, transferred or pledged to any third party except as expressly permitted by the Club. You have no property rights or other legal interests in an Alliance membership. You are responsible for any personal federal, state or local tax liability that may be related to an Alliance membership or the receipt of any Alliance membership benefits, if any, and any other costs, fees or expenses not expressly included as part of the Alliance membership benefits. In accordance with U.S. tax law, the Club may require you to complete a Form 1099-MISC. The valuation of any Alliance membership benefits for tax reporting purposes will be determined at the Club’s sole discretion.
· You may renew your Alliance membership at any time, subject to Club’s standard policies and procedures, by purchasing the required number of Qualifying Tickets for the following MLS season, as determined by us in our sole discretion.
E. Intellectual Property
- You shall not have the right to use any of our or our affiliates’ trademarks, logos, service marks, symbols, trade names or other intellectual property for any purpose whatsoever without our prior written consent, which may be given or withheld by us in our sole discretion.
- You hereby grant us a royalty-free, worldwide right and license to use the tradename of your Qualified Business to provide you with your Alliance Member benefits, so long as such tradename is used, represented or reproduced the same as you provide it to us.
F. Third Party Disputes
If there is a dispute between you and any third party providing you merchandise or other benefits in connection with your Alliance membership (“Third Party Dispute”), you understand and agree that we are under no obligation to become involved. In such instances, you hereby release the Club, MLS, SUM, and each of their respective parents, partners, successors, agents, affiliates, subsidiaries and their related companies, and each of their respective officers, directors and employees, from claims, demands and damages of every kind or nature arising out of, relating to or in any way connected with such Third Party Dispute.
Except for Third Party Disputes, you may direct any questions, concerns or complaints relating to the Alliance in writing to New York Red Bulls, Fan Services, 600 Cape May Street, Harrison, NJ 07029 or by e-mail to firstname.lastname@example.org.
We may, in our sole discretion, temporarily or permanently change, limit, suspend or terminate your Alliance membership without prior notice. We may do so based on changes to our business practices, if you violate the letter and/or spirit of these terms or for any other lawful reason. You agree that we are not liable to you or any third party for any such action.
I. LIMITS ON OUR Liability
UNDER NO CIRCUMSTANCES SHALL THE CLUB, ITS PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES OR THEIR RELATED COMPANIES, MAJOR LEAGUE SOCCER, L.L.C. (“MLS”), SOCCER UNITED MARKETING, LLC (“SUM”), OR ANY OF THE FOREGOING PERSONS’ AND/OR ENTITIES’ RESPECTIVE OFFICERS, DIRECTORS OR EMPLOYEES (COLLECTIVELY, THE “RELEASED PARTIES”), BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF ANY OF THE FOREGOING HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH THE ALLIANCE, ANY ALLIANCE MEMBERSHIP, ANY ALLIANCE MEMBERSHIP BENEFITS, EVENT/GAME TICKETS, ANY PRODUCTS/SERVICES OR OTHER INFORMATION WE OR ANY OF THE FOREGOING PERSONS AND/OR ENTITIES MAY PROVIDE (COLLECTIVELY, “SERVICES”), OR THESE TERMS.
REGARDLESS OF ANY INFORMATION YOU HAVE RECEIVED TO THE CONTRARY, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY (OR THAT OF ANY OF THE RELEASED PARTIES) FOR CLAIMS RELATED TO SERVICES OR THESE TERMS EXCEED THE AGGREGATE VALUE OF ALL ALLIANCE MEMBERSHIP BENEFITS PROVIDED TO YOU DURING A GIVEN MLS SEASON AS OF THE DATE THE RELEVANT CLAIM(S) ARISE(S).
In some jurisdictions limitations of liability are not permitted and, therefore, some of the above limits may not apply in all instances.
J. DISCLAIMER OF WARRANTIES
TO THE FULL EXTENT PERMITTED BY LAW, ALLIANCE MEMBERSHIPS AND ALL RELATED BENEFITS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ARE NOT WARRANTED IN ANY WAY. YOU EXPRESSLY AGREE THAT YOUR USE OF AN ALLIANCE MEMBERSHIP, INCLUDING ANY RELATED BENEFITS, IS AT YOUR OWN RISK. THE CLUB MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO ALLIANCE MEMBERSHIPS OR THESE TERMS.
Certain state laws do not allow limitations on implied warranties. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you might have additional rights.
You agree to indemnify and hold harmless the Club and the Released Parties from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) arising out of or related to: (i) your access to or use of an Alliance membership; (ii) any actual or alleged violation or breach by you of these terms; (iii) merchandise or other goods or services received through the Alliance; (iv) any actual or alleged breach of any representation, warranty or covenant that you have made to the Club; or (v) your acts or omissions including, without limitation, any illegal conduct. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.
L. MANDATORY ARBITRATION
You and the Club agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor or assign of the other, including, to the full extent permitted by applicable law, third parties who are not parties to these terms, whether related to these terms or otherwise, including past, present and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the JAMS under its rules and procedures in effect when the claim is filed. You acknowledge and understand that by agreeing to resolve any and all such disputes by arbitration, you are giving up and waiving your right to file a lawsuit in court and have such dispute(s) resolved by a judge or a jury. The rules and procedures and other information, including information on fees, may be obtained from JAMS’ website (www.jamsadr.com) or by calling JAMS at 949-224-1810. You and the Club each further agree:
- You and the Club are entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction; and
- Exceptions to Arbitrate. You or the Club may bring qualifying claims in small claims court. Further, pursuant to the “No Class Actions” provision below, you and the Club agree that any arbitration will be solely between you and the Club, not as part of a classwide claim (i.e., not brought on behalf of or together with another individual's claim). If for any reason any court or arbitrator holds that the “No Class Action” restriction is unconscionable or unenforceable, then you and the Club agree that the agreement to arbitrate does not apply and the classwide dispute must be brought in court.
M. Governing Law AND FORUM
These terms shall be construed in accordance with the laws of the State of New York without regard to its conflict of laws rules. Any controversy or claim arising out of or relating to these terms or relating to an Alliance membership shall be resolved in a federal or state court in New York County, New York. You and the Club agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these terms must be filed within one (1) year after such claim or cause of action arises or it will be forever barred.
N. NO CLASS ACTIONS
TO THE EXTENT ALLOWED BY LAW, YOU AND THE CLUB WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
O. NO TRIAL BY JURY
TO THE EXTENT ALLOWED BY LAW, YOU AND THE CLUB WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
You may not assign your rights or delegate any of your obligations, in whole or in part, in connection with these terms or Alliance membership without our prior written consent. We may at any time, without your consent, assign our rights and/or delegate our obligations in connection with these terms and Alliance.
Q. No Waiver
No waiver by us of any breach or default by you under these terms shall be deemed to be a waiver of any preceding or subsequent breach or default by you.
Except where you and the Club specifically agree otherwise (e.g., see the “Exceptions to Arbitrate” provision), if any part of these terms is unlawful or unenforceable for any reason, you and the Club agree that only that part of these terms will be stricken and all other provisions in these terms will remain valid and enforceable. So, for example, if the “LIMITS ON OUR LIABILITY” provision is not enforceable for whatever reason, then you and the Club agree an arbitrator (or, if permitted, a court) may strike only that provision and that all other provisions in these terms (e.g., “DISCLAIMER OF WARRANTIES,” etc.) will remain in force.