CLIMATE PLEDGE ARENA
PREMIUM SEAT LICENSE TERMS AND CONDITIONS
These Premium Seat License Terms and Conditions (these “Terms and Conditions”) apply to all single event PitchBook Suite rentals (including rentals of a portion of a PitchBook Suite), Moet & Chandon Imperial Lounge Seat(s) or other premium seat offers (as applicable, the “Premium Seats”) for events at Climate Pledge Arena (the “Arena”). By licensing the Premium Seats, you (“Licensee”) agree to be bound by these Terms and Conditions.
1. Event Fee and Premium Seat Details.
(a) The fee to license the Premium Seats for an event (the “Event Fee”) consists of (i) the Premium Seat fee payable to Seattle Hockey Partners LLC (“SHP”) for the use of the Premium Seats during the applicable event (the “Event”) and (ii) the Arena fee payable to Seattle Arena Company, LLC (“ArenaCo” and together with SHP, “CPA”) for access to the Arena.
(b) The Event Fee shall be payable to ArenaCo, SHP or a third-party entity serving as collection agent for ArenaCo and SHP, as applicable and stated at the time of checkout.
(c) The Event Fee must be paid in full at the time of checkout. The Event Fee shall be deemed fully earned by CPA upon receipt and shall be non-refundable unless the Event is cancelled. Upon full payment of the Event Fee, Licensee will receive the passes, tickets and/or other benefits as selected by Licensee at checkout and confirmed in writing by CPA or their third-party designee (the terms set forth in such confirmation shall be defined as the “Reservation”).
2. Food and Beverage. Available for purchase from CPA or their designees.
3. Admission; Access. Licensee’s right of access to the Premium Seats shall be solely by presentation of viewing passes and/or standing room only tickets (together, the “Passes”), as applicable. If the Premium Seats include access to a private suite or hospitality club, Licensee and Licensee’s guests (“Licensee’s Guests”) will have access to such suite or hospitality club from the time the Arena is open to the public for the Event until sixty (60) minutes after the conclusion thereof, which period may be increased or decreased, and other details designated, by CPA in their discretion. Except for rights granted herein, CPA has the exclusive right to control the use and occupancy of the Premium Seats and all other portions of the Arena at all times, and to access and grant access thereto as they deem necessary or advisable, including during the Event. If the Reservation is for use of less than an entire PitchBook Suite or other premium space, Licensee acknowledges and agrees that CPA may grant to one or more third parties a license to share such PitchBook Suite or premium space with Licensee, and utilize the remaining Passes for the PitchBook Suite or premium space during the Event.
4. Prohibition on Resale. Licensee is licensing the Premium Seats in accordance with the Reservation solely for its use and the use of Licensee’s Guests and shall not sell to the public, offer or agree to sell to the public, or permit any public sale of, whether voluntary or involuntary, any tickets issued to Licensee pursuant to the Reservation and these Terms and Conditions.
5. Rules, Regulations and Policies. Licensee shall comply with all applicable governmental laws and orders, and with the rules and regulations adopted by CPA relating to the use and occupancy of the Premium Seats, including, without limitation:
(a) complying with the Arena procedures for the admission of Licensee, Licensee’s Guests and the distribution of Passes;
(b) maintaining proper decorum by Licensee and Licensee’s Guests so as not to interfere with CPA’s business or the enjoyment of the Event by, and the safety of, all other persons in the Arena;
(c) refraining from making any improvements, alterations or additions to the Premium Seats (including refraining from displaying any artwork, picture hangings, wall coverings, signs, notices, advertisements or other visible items in or around the Premium Seats) or to the fixtures, equipment, furnishings or anything else provided by CPA contained within the Premium Seats (or removing any of the foregoing);
(d) refraining from bringing any food, liquor, beverages, utensils or cooking equipment into the Arena without CPA’s prior written approval;
(e) ensuring that (i) no person under the age of eighteen (18) is permitted to use the Premium Seats unless accompanied and supervised by a parent or guardian and (ii) no person under the age of twenty-one (21) consumes alcoholic beverages in the Premium Seats;
(f) ensuring that neither Licensee nor any of Licensee’s Guests records, captures, encodes, streams, rebroadcasts, or transmits the Event or any portion thereof; and
(g) ensuring that neither Licensee nor any individual or entity to whom Licensee distributes any Passes shall sell or offer to sell such Passes or advertise or use such Passes for sweepstakes or any other promotional, commercial or trade purposes whatsoever.
6. As-Is; Repair.Use of the Premium Seats by Licensee is on an “AS IS” basis based on the express agreements of CPA contained in these Terms and Conditions and on Licensee’s own investigation and not in reliance on any representations or warranties by CPA or their employees or agents not expressly set forth in these Terms and Conditions. Licensee shall, within thirty (30) days of notice from CPA, bear the expense of any maintenance and repair of the Premium Seats and any other portion of the Arena caused by any negligent or intentional acts or omissions of Licensee or any of Licensee’s Guests, which expense may, at CPA’s option, be increased in the amount of CPA’s administrative expense of fifteen percent (15%).
7. Force Majeure. If CPA is prevented from performing any of its obligations hereunder because of an Act of God, natural disaster, national emergency, war, acts of terrorism (or related security or safety concerns), strike, lockout or other labor disputes, epidemic, pandemic (including COVID-19 and resulting government and/or league limitations), quarantine, or any other cause beyond the control of CPA (each, a “Force Majeure Event”), CPA shall have no obligation or liability to Licensee as a result thereof. CPA shall have the right in their sole discretion to provide Licensee with a refund and/or other accommodation, including, but not limited to, a credit in the amount of the Event Fee for use at future CPA events. In addition, with respect to any and all services, whether furnished by CPA to Licensee with or without charge, CPA shall in no event be liable for a failure to provide such services, or for the acts or omissions of any person or entity with respect to such services, resulting from a Force Majeure Event.
8. COVID-19 Protocols.IN ORDER TO ENTER THE ARENA, ALL PATRONS (INCLUDING LICENSEE AND LICENSEE’S GUESTS) WILL BE REQUIRED TO COMPLY WITH THE COVID-19 RELATED PROTOCOLS IN EFFECT AT THE ARENA FOR THE EVENT. SUCH PROTOCOLS MAY INCLUDE PROVIDING SATISFACTORY EVIDENCE OF FULL VACCINATION AGAINST COVID-19 AND/OR OF A NEGATIVE COVID-19 TEST. THE COVID-19 TESTING AND/OR VACCINE REQUIREMENTS FOR THE EVENT WILL BE AS COMMUNICATED BY CPA PRIOR TO THE EVENT, INCLUDING ON CLIMATEPLEDGEARENA.COM OR NHL.COM/KRAKEN.
Due to the uncertainty related to COVID-19, Licensee’s and each of Licensee’s Guests’ admission to the Arena is subject to all safety and health requirements and policies put in place by, as applicable, CPA, the National Hockey League (“NHL”), the Women’s National Basketball Association (“WNBA”) and/or the Arena, including any requirements relating to face masks and enhanced health screenings (including the COVID-19 testing and vaccination requirements described above). Such policies and requirements as they may be updated from time to time (in the sole determination of, as applicable, CPA, the NHL, the WNBA and/or the Arena) and as they may be communicated to Licensee and/or Licensee’s Guests prior to or during the Event (whether orally or in writing) by, for example, instruction provided by SHP and/or Arena personnel or signage in or around the Arena, are collectively referred to below as the “Safety Requirements”. Licensee acknowledges and agrees that Licensee must, and shall cause all of Licensee’s Guests to, comply with the Safety Requirements (including all requirements that must be satisfied prior to or during the Event), and attendance at the Event is conditioned on such compliance.
Licensee agrees that neither Licensee nor any of Licensee’s Guests will attend the Event if any one or more of the following is true on the day of the Event: (a) within the prior fourteen (14) days, Licensee or such Licensee’s Guest has (or any person with whom Licensee or such Licensee’s Guest has had close contact has) tested positive for, or been exposed to someone who has tested positive for, COVID-19; (b) within the prior forty-eight (48) hours, Licensee or such Licensee’s Guest has (or any person with whom Licensee or such Licensee’s Guest has had close contact has) experienced symptoms of COVID-19 (e.g., a fever of 100.4⁰F or higher, cough, shortness of breath or difficulty breathing, chills, repeated shaking, muscle pain/achiness, headache, sore throat, loss of taste or smell, nasal congestion, runny nose, vomiting, diarrhea, fatigue or any other symptoms associated with COVID-19 identified by the Centers for Disease Control and Prevention); or (c) within the prior fourteen (14) days, Licensee or such Licensee’s Guest has (or any person with whom Licensee or such Licensee’s Guest has had close contact has) travelled to a state or international territory identified by federal or applicable local governments as being subject to travel or quarantine advisories due to COVID-19.
9. COVID-19 Release. On behalf of Licensee, Licensee’s Guests and Licensee’s and/or any of Licensee’s Guests’ Related Persons (defined below), Licensee hereby releases (and covenants not to sue) each of the Released Parties (defined below) with respect to any and all claims that Licensee, Licensee Guests and/or any of Licensee’s and/or any of Licensee’s Guests’ Related Persons may have (or hereafter accrue) against any of the Released Parties and that relate in any way to (a) exposure to COVID-19 or a COVID-19 infection, whether such exposure or infection occurs before, during, or after the Event; (b) entry into, or presence within or around, the Arena or the Event (including all risks related thereto) or compliance with any protocols or Safety Requirements applicable to the Event; or (c) any interaction between Licensee, Licensee’s Guests and Licensee’s and/or any of Licensee’s Guests’ Related Persons, on the one hand, and any personnel of any of the Released Parties present at the Event, on the other hand, in each case whether caused by any action, inaction or negligence of any Released Party or otherwise.
As used herein: (i) “Related Persons” means Licensee’s and/or any of Licensee’s Guests’ heirs, assigns, executors, administrators, next of kin, anyone attending the Event with Licensee and/or any of Licensee’s Guests (which persons Licensee and/or such Licensee’s Guest represents have authorized Licensee to act on their behalf for purposes of these terms), and other persons acting or purporting to act on Licensee’s or their behalf; and (ii) “Released Parties” means: (A) the NHL, the NHL Member Clubs, NHL Enterprises, L.P., NHL Enterprises Canada, L.P., the NHLPA (including current and former players) and each of their respective affiliates, parents, subsidiaries, agencies, departments, subdivisions, related entities, owners, governors, trustees, officers, directors, partners, shareholders, members, principals, employees and agents; (B) the WNBA and its member teams (including the Seattle Storm), and each of their respective direct and indirect owners, affiliates, players and coaches, administrators, designees, licensees and other personnel; (C) the direct and indirect owners, lessees and sublessees of the Arena; (D) all third parties performing services at the Arena; (E) any parents, subsidiaries, affiliated and related companies of each of the entities described in clauses (A) – (D); and (F) the officers, directors, owners, members, managers, partners, employers, employees, agents, contractors and sub-contractors (and employees of such contractors and sub-contractors), insurers, representatives, other personnel, successors and/or assigns of each of the foregoing entities and persons described in clauses (A) – (D), whether past, present or future and whether in their institutional or personal capacities.
10. Indemnification. Licensee shall hold CPA, their parent and affiliated entities and their respective directors, managers, members, officers, employees, servants and agents (collectively, the “CPA Indemnitees”) harmless from and indemnify the same against any and all claims, suits, causes of action, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) of any kind whatsoever arising out of or in connection with (a) any act or omission, negligence or wrongdoing of Licensee or any of Licensee’s Guests or (b) any taxes levied by any governmental authority by virtue of Licensee’s use of the Premium Seats, and Licensee shall, at its sole cost and expense, defend and protect the CPA Indemnitees against any and all such claims. Each of Licensee’s obligations pursuant to this paragraph shall survive the expiration or earlier termination of these Terms and Conditions and shall remain in full force and effect.
11. Representations and Warranties. Licensee hereby represents and covenants to CPA that: (a) Licensee has not entered into, nor will it enter into, any arrangements or agreements by which Licensee and any other party or parties share the costs attributable to the Premium Seats in consideration for the use of the Premium Seats; (b) Licensee shall comply with all applicable laws in exercising any rights and/or carrying out its obligations hereunder; (c) Licensee has the full rights and legal authority to enter into and fully perform its obligations under these Terms and Conditions in accordance with its terms; (d) these Terms and Conditions are Licensee’s valid, legal and binding obligation, enforceable against Licensee in accordance with its terms; and (e) the agreement to be bound by these Terms and Conditions and the performance by Licensee of its obligations hereunder have been duly authorized by all necessary persons, parties or entities. The parties make no representations or warranties other than the express warranties stated in these Terms and Conditions.
12. Dispute Resolution.Licensee and CPA (the “Parties”) voluntarily agree that any dispute, claim, question or controversy (a “Dispute”) between the Parties arising from or related to the use of the Premium Seats and these Terms and Conditions will be finally resolved exclusively by binding confidential arbitration administered by a single arbitrator of the American Arbitration Association in accordance with its Commercial Arbitration Rules taking place in Seattle, Washington. Any judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Except as required by law, neither party nor the arbitrator may disclose the existence, content, results, or award of any arbitration without the prior written consent of all Parties. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages. The prevailing party will be entitled to recover from the losing party reasonable attorneys’ fees, arbitrators’ fees and any other fees incurred in connection with the arbitration. The Parties expressly waive the right to resolve any Dispute through any other means, including by jury trial. This dispute resolution provision will survive these Terms and Conditions. THE PARTIES UNDERSTAND AND AGREE THAT THEY ARE ELECTING TO RESOLVE ANY DISPUTE BY ARBITRATION AND ARE WAIVING THEIR RIGHT TO A JURY TRIAL.
13. Governing Law. All matters arising out of or related to these Terms and Conditions, including without limitation all matters connected with its performance will be governed and construed in accordance with the laws of the State of Washington without regard to conflict of law principles, except for the dispute resolution provisions, which are to be governed and construed in accordance with the Federal Arbitration Act. Subject to the dispute resolution provisions of these Terms and Conditions, any dispute arising under or related to these Terms and Conditions will be subject to the exclusive jurisdiction of state court in King County, Washington, or the United States District Court for the Western District of Washington.
14. Beneficiary. ArenaCo and SHP shall each be entitled, jointly and separately, to directly enforce the rights of SHP and/or ArenaCo, as determined by the applicable entity, and obligations of Licensee hereunder.
15. Termination. CPA may, upon written notice to Licensee, terminate the Reservation (and use of the Passes, tickets and/or other benefits set forth therein) at any time for any reason in their sole discretion. In the event of such termination by CPA, CPA will refund to Licensee the Event Fee, which shall be Licensee’s sole remedy.
16. Miscellaneous. These Terms and Conditions and the Reservation (a) set forth the entire understanding of the parties relating to the subject matter hereof, (b) supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof and (c) shall not be amended, nor may any of its terms be modified or waived, except by a writing executed by the party to be charged. All rights and remedies hereunder shall be cumulative so that no such right or remedy shall be in limitation or derogation of any other such right or remedy. Any consent, approval or permission required of CPA hereunder shall be given or withheld in the sole discretion of CPA. Licensee shall be deemed to be an independent contractor and shall not be deemed to be CPA’s tenant, employee, or agent.
Last Updated: April 2023