SINGLE EVENT SUITE LICENSE AGREEMENT
Last Updated: September 1, 2022
- Suite License. Subject to the terms and conditions set forth in this Agreement, ArenaCo grants Suiteholder, and Suiteholder accepts, this license to use a Spotlight Suite, Belmont Suite, or Belmont Box, as applicable, (the “Suite”) within UBS Arena (the “Arena”) for a single event (the “Event”).
- Term. The term of this Agreement (“Term”) shall commence on the date this Agreement is executed and expire at the conclusion of the Event.
- License Fee. In addition to any other amounts payable by Suiteholder hereunder, upon execution of this Agreement, Suiteholder shall pay without deduction, offset, prior notice or demand (which amount shall be non-refundable) the “License Fee” for use of the Suite for the Event. As may be applicable, Suiteholder authorizes ArenaCo to charge the credit card detailed in Exhibit B attached hereto for the License Fee.
- Admission Procedures. Suiteholder’s right of access to the Suite shall be by presentation of viewing passes for the Event (“Viewing Passes”). Subject to the terms and conditions set forth herein, prior to the Event, ArenaCo shall provide to Suiteholder Viewing Passes that will allow Suiteholder and Suiteholder’s employees or guests (“Suiteholder’s Guests”) admission into the Arena and access to the Suite for the Event.
- Food and Beverage. Suiteholder shall not bring into the Arena any food, alcohol, beverages, utensils or cooking equipment.
FOR SPOTLIGHT SUITE AND BELMONT SUITE ONLY: Suiteholder shall be entitled to order food and beverage for the Event and will be charged at the established rates, which shall be paid for by Suiteholder by credit card or other means established by ArenaCo and/or the culinary provider at the time of purchase, and shall include the payment of all applicable sales tax and charges for gratuities and other administrative or similar service charges as determined by ArenaCo and/or the culinary provider, as applicable, in the ordinary course of business.
FOR BELMONT BOX ONLY: Suiteholder shall be entitled to an All-Inclusive Food and Beverage Package (“FB Package”) as determined by ArenaCo in connection with Suiteholder’s use of the Suite at the Event, at no additional charge. ArenaCo will cause the FB Package to be provided by the Arena’s culinary provider. The FB Package is subject to the rules and limitations relating to such FB Package established from time to time by ArenaCo and/or the culinary provider, as applicable. The FB Package includes a variety of food menu items on a rotating basis, as selected by culinary provider and determined by ArenaCo. The FB Package includes non-alcoholic beverages as determined by ArenaCo. ArenaCo reserves the right to refuse service if Suiteholder or Suiteholder’s Guest(s) exhibit behavior associated with over consumption.
- Access to Suite. ArenaCo and its designees shall have access to the Suite, in ArenaCo’s sole discretion, in order for ArenaCo to perform ArenaCo’s obligations as required by this Agreement.
- Suiteholder’s Obligations. Suiteholder shall be responsible for the following: (a) utilization of the Suite and its furnishings in such a manner that, at the end of the Term, or upon earlier termination, the Suite shall be in good order and repair, ordinary wear-and-tear excepted; (b) compliance with any and all applicable governmental laws, orders, rules and regulations; (c) compliance with all rules and regulations adopted by ArenaCo from time to time relating to use of the Suite (including procedures for the admission of Suiteholder’s Guests, distribution of Viewing Passes, consumption of alcohol and other normal operations relating to Suiteholder’s use of the Suite); (d) maintenance of proper decorum by Suiteholder and Suiteholder’s Guests so as not to interfere with ArenaCo’s business or the enjoyment of the Event by, and the safety of, all other persons in the Arena; (e) refraining from making any improvements, alterations or additions to the Suite (including refraining from displaying any artwork, picture hangings, wall coverings, signs, notices, advertisements or other visible items in or around the Suite) or to the fixtures, equipment, furnishings or anything else provided by ArenaCo contained within the Suite (or removing any of the foregoing), without first obtaining the written permission of ArenaCo; (f) ensuring that (i) no person under the age of eighteen (18) is permitted to use the Suite unless accompanied and supervised by a parent or guardian and (ii) no person under the age of twenty-one (21) or the legally-permitted drinking age in effect from time to time, consumes alcoholic beverages in the Suite; (g) ensuring that neither Suiteholder nor any of Suiteholder’s Guests remove alcohol beverages containing spirits from the Suite; (h) ensuring that neither Suiteholder nor any of Suiteholder’s Guests records, captures, encodes, streams, rebroadcasts, or transmits the Event or any portion thereof; and (i) promptly reimbursing ArenaCo for all costs of repair of any damage to the Suite or its contents caused by Suiteholder or Suiteholder’s Guests.
- Breach and Termination. The occurrence of any one or more of the following events or actions will constitute a breach of this Agreement by Suiteholder (a “Default”): (i) Suiteholder’s failure to pay when due any amounts to be paid by Suiteholder pursuant to this Agreement, including, without limitation, the License Fee; and (ii) Any representation or warranty made by Suiteholder hereunder that it knows or should have known was materially false as of the date hereof. Without limiting any of ArenaCo’s rights under this Agreement, in the event of a Default by Suiteholder, ArenaCo may: (i) withhold distribution of any Viewing Passes to Suiteholder that it otherwise would have the right to receive and/or purchase under this Agreement, without refund, credit, or other obligation, and/or (ii) terminate this Agreement immediately upon written notice to Suiteholder. Termination of this Agreement will not affect Suiteholder’s obligations under this Agreement for amounts due and owing to ArenaCo, or otherwise limit the rights and remedies available to ArenaCo hereunder or at law or in equity. Furthermore, ArenaCo’s receipt and acceptance of any amounts owing to ArenaCo by Suiteholder will not constitute a forfeiture or waiver of any additional amounts owed by Suiteholder or of any other right or remedy available to ArenaCo at law or in equity.
- Indemnification. Suiteholder shall hold ArenaCo, New York Islanders Hockey Club, L.P., the NHL, its member clubs, New York State Urban Development Corporation d/b/a Empire State Development, Arena sponsors, and each of their respective affiliates, directors, managers, members, officers, employees, servants and agents (collectively, the “Indemnitees”) harmless from and indemnify 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 (i) any breach by Suiteholder of its representations, warranties, covenants or obligations under this Agreement, (ii) any act or omission, negligence or wrongdoing of Suiteholder or any of Suiteholder’s Guests or (iii) any taxes levied by any governmental authority by virtue of Suiteholder’s use of the Suite, and Suiteholder shall, at its sole cost and expense, defend and protect the Indemnitees against any and all such claims. ArenaCo shall not be liable or responsible for any loss of or damage to property of Suiteholder or any of Suiteholder’s Guests or for any injury to Suiteholder or any of Suiteholder’s Guests. Suiteholder hereby fully and unconditionally releases and discharges the NHL, its member clubs and their respective affiliates from any and all claims, suits, causes of action, damages, losses, liabilities, costs and expenses of any kind whatsoever arising out of or in connection with this Agreement or the Suite.
- No Resale or Promotional Use of Viewing Passes. Neither Suiteholder nor any individual or entity to whom Suiteholder distributes any Viewing Passes (“Distributees”) shall sell or offer to sell such Viewing Passes for the Event, including on the secondary market, or advertise or use such Viewing Passes for sweepstakes or any other promotional, commercial or trade purposes whatsoever. Any such sale or use of Viewing Passes to the Event, including by any Distributees, without the prior express written approval of ArenaCo shall be deemed to be a material breach of this Agreement.
- Force Majeure. If ArenaCo is prevented from performing any of its obligations hereunder because of an Act of God, natural disaster, national or regional emergency, war, acts of terrorism (or related security or safety concerns), strike, lockout or other labor disputes (other than those involving the NHL), if the Arena is inaccessible due to communicable disease, or any other cause beyond the control of ArenaCo (each, a “Force Majeure Event”), ArenaCo shall have no obligation or liability to Suiteholder as a result thereof. In addition, with respect to any and all Suite services, whether furnished by ArenaCo to Suiteholder with or without charge, ArenaCo 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.
- Confidentiality. The terms of this Agreement shall be deemed “confidential,” and shall not be disclosed by either party to any third party, except (a) to a party’s employees or advisors on a “need-to-know” basis or to the extent required by legal, accounting or regulatory requirements beyond the reasonable control of the disclosing party and (b) by ArenaCo to the NHL, the Team, the Arena’s facilities manager and their respective owners, advisors and lenders.
- Representations and Warranties. Suiteholder hereby represents and covenants to ArenaCo that: (a) Suiteholder has not entered into, nor will it enter into, any agreements or arrangements by which Suiteholder and any other party or parties share the costs attributable to the Suite in consideration for the use of the Suite during the Term; (b) Suiteholder shall comply with all applicable laws in exercising any rights and/or carrying out its obligations hereunder; (c) Suiteholder has the full right and legal authority to enter into and fully perform its obligations under this Agreement in accordance with its terms; (d) this Agreement, when executed and delivered by Suiteholder, will be Suiteholder’s valid, legal and binding obligation, enforceable against Suiteholder in accordance with its terms; (e) the execution and delivery of this Agreement by Suiteholder and the performance by Suiteholder of its obligations hereunder have been duly authorized by all necessary persons, parties or entities; and (f) each of the individual(s) executing this Agreement on behalf of Suiteholder is duly authorized to do so. The parties make no representations or warranties other than the express warranties stated in this Agreement.
- Dispute Resolution. Suiteholder and ArenaCo (“Parties”) voluntarily agree that any dispute, claim, question, or controversy between the Parties arising from or relating to this Agreement (the “Dispute(s)”) 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 Nassau County, New York. 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 a jury trial. This dispute resolution provision will survive this Agreement. THE PARTIES UNDERSTAND AND AGREE THAT THEY ARE ELECTING TO RESOLVE ANY DISPUTE BY ARBITRATION AND ARE WAIVING THEIR RIGHT TO A JURY TRIAL.
- Governing Law. All matters arising out of or related to this Agreement, including without limitation all matters connected with its performance will be governed and construed in accordance with the laws of the State of New York 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 this Agreement, any dispute arising under or related to this Agreement will be subject to the exclusive jurisdiction of the courts (state or federal, as applicable) located in Nassau County, New York.
- Assignment. Suiteholder shall have no right to assign this Agreement or any of Suiteholder’s rights under this Agreement or to sublicense the Suite or any portion thereof without the prior written consent of ArenaCo. ArenaCo shall be entitled to assign (including pledge as security) any or all of their rights and/or obligations under this Agreement to any party without the consent of Suiteholder.
- Miscellaneous. This Agreement (i) sets forth the entire understanding of the parties relating to the subject matter hereof, (ii) supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof and (iii) shall not be amended, nor may any of its terms be modified or waived, except by a writing executed by both Suiteholder and ArenaCo (for the avoidance of doubt, this Agreement shall not be amended or modified by email exchanges or verbal discussions). 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 ArenaCo hereunder shall be given or withheld in the sole discretion of ArenaCo. Suiteholder shall be deemed to be an independent contractor and shall not be deemed to be ArenaCo’s tenant, employee, or agent. Each of Suiteholder’s obligations pursuant to this Agreement shall survive the expiration or earlier termination of this Agreement and shall remain in full force and effect. All notices, requests, claims, demands and other communications (each of the foregoing, a "Notice") must be in writing and shall be duly given on the date of delivery to, in the case of any Notice to Suiteholder, Suiteholder's address set forth above, and in the case of any Notice to ArenaCo, New York Arena Partners, LLC, 15 Verbena Avenue, Floral Park, New York 11001, Attention: Zachary H. Klein, General Counsel. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a legally acceptable manner and in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.