As part of the consideration for the City Membership (the “Membership”) being licensed hereunder to the Member (as defined below) by New York City Football Club, LLC (“NYCFC”), the Member hereby agrees to (a) timely pay the charges set forth in the payment form(s) or invoice(s) (whether in hard copy, electronic or other format) relating to the Membership (the “Payment Form”; and the aggregate charges set forth therein, the “Membership Fee”), (b) comply with the other terms and conditions set forth in the Payment Form, and (c) comply with all of the terms and conditions that are set forth below or otherwise referenced herein or in any section of nycfc.com/tickets (all such terms and conditions, together with the Payment Form, this “Membership Agreement”). Each ticket (whether hard copy, mobile or any other format) covered by or otherwise licensed pursuant to this Membership Agreement shall be referred to herein as a “Ticket”. Tickets and other benefits or privileges of Membership shall be referred to herein as “Membership Privileges”.
1. Member. The “Member” shall be the one person or legal business entity that is on record in NYCFC’s database as the registered holder of the Membership. If the Membership is registered in the name of a legal business entity, a contact person must be identified for the limited purpose of correspondence and contact. NYCFC’s acceptance of payment for Tickets or other Membership Privileges from any person or entity other than the Member does not grant any rights to Tickets or other Membership Privileges, any account access or any future account or credit rights, nor constitute an assignment or transfer thereof, to such person or entity.
2. Term. The term of this Membership Agreement (the “Term”) shall commence on the date on which the Member makes full or partial payment of the Membership Fee in accordance with Section 3 below and subject to early termination as provided herein, shall continue and automatically renew for successive one-year periods commencing on January 1 of each year; provided that, (a) NYCFC shall have the right to cancel this Membership Agreement, effective immediately, at any time and for any reason, by providing written notice thereof to the Member and (b) the Member shall have the right, beginning January 1, 2021, to cancel this Membership Agreement by providing written notice thereof to NYCFC no later than May 14th (or such other date as NYCFC shall specify in a notice to the Member) of any year (the “Member Opt-Out Date”). Any such cancellation by Member shall be effective as of the last game of the MLS season during which the Member Opt-Out Date occurs. No later than thirty (30) days prior to the Member Opt-Out Date, NYCFC will provide notice to the Member (via email to the primary email address on the Member’s account) of the Member Opt-Out Date, the amount of the Membership Fee for the following year and the scheduled payment dates therefor.
3. Membership Fee. In consideration for the right to receive the Tickets and other Membership Privileges, Member shall timely pay to NYCFC the Membership Fee. Payment of the Membership Fee shall be made as detailed on the Payment Form. All payments by Member under this Membership Agreement shall be made, without offset, deduction or counterclaim. Member acknowledges and agrees that (a) NYCFC, in its sole discretion, may increase the Membership Fee for any successive year of the Term and (b) unless Member terminates this Membership Agreement in accordance with Section 2 above, the Membership Fee for all each successive year will be automatically charged to the payment method and plan selected by Member in the Payment Form.
4. Revocable License. Each Ticket represents a separate, limited and revocable license that only permits the bearer the right to attend the NYCFC home game identified on such Ticket and sit in the seat location identified on such Ticket. No property rights are conveyed under this Membership Agreement. This Membership Agreement and any, or all, of the Tickets and other Membership Privileges are revocable at any time by NYCFC, in its sole and absolute discretion, with cause (including a breach of this Membership Agreement) or without cause. Upon any revocation of the Membership Agreement, NYCFC may, in its sole and absolute discretion, (a) cancel, inactivate and revoke any or all Tickets for the remaining games of the applicable MLS season (and deny the holder of such revoked Tickets admission to the Stadium (as defined in Section 7) or other applicable NYCFC game venue for the games to which such revoked Tickets apply) and (b) revoke any or all other Membership Privileges, including any right Member may have under this Membership Agreement to purchase tickets to NYCFC playoff home games or to exchange Tickets for, or use any, credit pursuant to the NYCFC Ticket Trade-in Program. Upon a revocation of the Membership Agreement with cause, NYCFC shall have the right to retain any prepaid portion of the Membership Fee. Upon a revocation of the Membership Agreement without cause, NYCFC shall refund to Member any prepaid portion of the Membership Fee attributable to regular season games for which Tickets are revoked. If NYCFC revokes any Tickets with cause but does not revoke the Membership Agreement, no refund will be paid to Member. Member acknowledges and agrees that the automatic renewal described in Section 2 above shall not create a course of dealing between Member and NYCFC or a reasonable expectation, right or privilege, implied or otherwise, that NYCFC will not terminate this Membership Agreement in accordance with Section 2.
5. Playoffs. The Membership Fee includes only those regular season NYCFC home games to which the applicable Membership applies and does not include Tickets to any playoff games. Solely if Member has licensed a full-season City Membership plan, the Member shall have the right to purchase Tickets to NYCFC home playoff games (excluding MLS Cup Finals) for seats in the same location as the Member’s regular season location at a price determined by NYCFC in its sole discretion. Prior to the playoffs, NYCFC will notify the Member of the price for Tickets for each playoff round. The Member hereby authorizes NYCFC to charge the Member’s credit card or withdraw from the Member’s bank account (as detailed on the Payment Form) the aggregate price for playoff Tickets to every playoff round unless the Member provides written notice to NYCFC, no later than forty-eight (48) hours after NYCFC publicly announces the date, time, and venue of NYCFC’s first playoff game,, that the Member does not wish to purchase such playoff Tickets. For clarity, if the Member provides written notice to NYCFC to cancel this Membership Agreement pursuant to Section 2, such notice shall not be deemed to include the notice required by this Section 5 for the Member to decline playoff Tickets for the then-current season, unless such notice provided by the Member expressly provides both that the Member cancels its Membership Agreement and does not wish to purchase playoff Tickets.
6. Limits on Transferability. This Membership Agreement and all Tickets and other Membership Privileges hereunder shall be held by the Member and the Member’s guests, and the Member shall not sell, assign or otherwise transfer for consideration any of the foregoing without NYCFC’s express written consent. Member may only resell Tickets in compliance with applicable law and all rules, regulations and policies of NYCFC, as amended from time to time in NYCFC’s sole discretion.
7. Non-Occurrence of Events; Other Events. Nothing herein, including without limitation NYCFC’s issuance of Tickets, shall operate as or constitute any warranty, representation, covenant or guarantee by NYCFC that any number of games shall occur at the Stadium. Member acknowledges and agrees that this Membership Agreement and the Tickets are solely for NYCFC’s MLS regular season games (and, if expressly provided in this Membership Agreement, the right to purchase tickets for playoff games) presented by NYCFC and played at Yankee Stadium in the Bronx, New York (the “Stadium”), or such other applicable alternate NYCFC MLS home game venue as communicated by NYCFC to Member, and for the avoidance of doubt, shall not include tickets, or the right to purchase tickets, to any other event or game, including, but not limited to, any MLS All Star Game or MLS Cup (each, a “League Special Game”) held in NYCFC’s market or hosted by Major League Soccer, L.L.C. (“MLS”) or Soccer United Marketing, LLC (“SUM”) at the Stadium or otherwise in which NYCFC participates. Member acknowledges and agrees that NYCFC and/or MLS may cancel, postpone, reschedule or relocate games for any reason (e.g., move a regular season game of NYCFC from the Stadium to an alternate venue for the purposes of accommodating scheduling), as determined in its/their sole discretion, as well as to modify or discontinue, temporarily or permanently, any aspect of the rules, operations and presentations of MLS games and events (“Preemption”). In the event any game for which Tickets have been purchased under this Membership Agreement is not played in the Stadium for any reason (a “Lost Game”), including, without limitation, a strike, lock-out or other work stoppage or labor dispute by MLS clubs and/or MLS players, Preemption or any other cause, (a) such event shall not be deemed a breach by NYCFC of this Membership Agreement, and (b) Member hereby waives and releases any and all claims Member may have against NYCFC or any other Releasee (as defined in Section 12) with respect to such Lost Game. If NYCFC permanently relocates the site of its home MLS regular season games to any venue other than the Stadium, this Membership Agreement shall automatically terminate upon receipt of applicable notice by Member of such permanent relocation.
8. Use of Images; Unauthorized Reproductions. (a) Member irrevocably consents to use of the image, name, voice, likeness, actions and/or statements of Member, any of Member’s guests and other Ticket holders (and Member represents, warrants and covenants that it has or will obtain all approvals needed to provide such consent) in any live display or other recording taken at or in connection with an NYCFC game (whether in or outside the Stadium) and also the use of the same during or following such event (whether during or after the Term) by NYCFC, MLS, SUM or any of their respective affiliates, licensees, sponsors or other designees for any purpose (including commercial, advertising or promotional purposes) and in any media known or subsequently developed, without additional compensation, authorization or notice. (b) Any commercial or other unauthorized use, transmission or aid in transmission of any picture, film, tape, writing, drawing, data or other depiction, description, account or reproduction of all or any portion of any NYCFC game, the Stadium, or any of the performers or participants therein, is prohibited.
9. Compliance with Rules and Regulations. (a) Member shall, and shall cause all guests using Tickets or other Membership Privileges to, comply with (i) all rules, regulations, policies and procedures adopted from time to time by NYCFC, the New York Yankees, Yankee Stadium LLC (together with the New York Yankees, “NYY”), MLS or SUM, including, without limitation, (x) all policies with respect to the cancellation, postponement or rescheduling of an NYCFC home game, (y) NYCFC General Ticket Terms, Conditions & Policies as updated from time to time, and (z) all announcements issued over the Stadium’s public address system, and (ii) all applicable federal, state and local laws, rules, regulations and orders of government authorities; (b) Neither Member nor any of Member’s guests may bring any food or beverages into the Stadium, or other applicable alternate NYCFC MLS home game venue, or prepare or consume any food or beverages at the Stadium, in each case, except through NYCFC, NYY or a third party duly authorized by NYY to serve food and beverages at the Stadium; (c) NYCFC and NYY reserve the right to refuse admission to or eject from the Stadium, or other applicable alternate NYCFC MLS home game venue, any person whose conduct it deems disorderly or otherwise in violation of any rules, regulations, policies or laws referenced above. If Member or any guest thereof is refused entry to or ejected from the Stadium, or other applicable alternate NYCFC MLS home game venue, for such reason, Member shall forfeit any claim for a refund or credit; and (d) NYCFC reserve the right to take appropriate action against individuals who fraudulently obtain wheelchair and companion seats including, without limitation, ejection and legal action.
10. Location Change; Site Lines. NYCFC reserves the right to relocate the Tickets to any other location in the Stadium (with a price adjustment, if applicable, based on the rate at which NYCFC is offering the new seats for sale at the time of relocation) if NYCFC determines, in its sole discretion, that such relocation is advisable to facilitate any construction project or other alteration or modification to the Stadium, or due to any requirements of MLS, SUM, NYY or any governmental authority or other reasons beyond the control of NYCFC. If NYCFC exercises such right, NYCFC agrees to use its reasonable efforts to provide a reasonably comparable location. Member acknowledges that NYCFC makes no guarantee of any specific locations and that the alternative locations will be provided based on availability. Views and lines of sight from certain seats may be impacted by numerous conditions, including, without limitation, protective devices/netting, and such conditions shall not entitle Member to any compensation, credit or other remedy.
11. Default/Termination. Member shall be in default under this Membership Agreement if Member (a) fails to remit any payment in accordance with the terms of this Membership Agreement (including any rejection of any automated payment or debit under any payment plan) or (b) fails to comply with or perform any of the other terms, obligations, covenants, or conditions in this Membership Agreement. Upon any such default, then in addition to any and all other rights and remedies available to NYCFC and its affiliates under this Membership Agreement, at law or in equity or otherwise, NYCFC may, in its sole and absolute discretion, do any one or more of the following: (i) cancel, inactivate and revoke all or a portion of the Tickets and other Membership Privileges (and deny admission into the Stadium or other applicable alternate NYCFC MLS home game venue), (ii) apply any amounts previously paid (regardless of which games such amounts are attributable to) towards any remedy provided for herein (with no obligation to return or refund such amounts), (iii) if Member is expressly granted the right to purchase Tickets to NYCFC home playoff games in this Membership Agreement, revoke such right, (iv) suspend all or any portion of Member’s rights hereunder (including, without limitation, the right to obtain or apply any credit in connection with the NYCFC Ticket Trade-In Program), and (v) terminate this Membership Agreement and any or all of Member’s rights under this Membership Agreement, in each case, with no further liability or obligation of any kind to Member. Except as expressly required by applicable law, NYCFC shall have no duty to mitigate its damages as a result of a breach or default by Member and any amounts received by NYCFC from any re-sale of the Tickets or other Membership Privileges shall not reduce Member’s obligations hereunder. Member agrees to pay all of NYCFC’s costs and expenses (including allocable costs of in-house counsel and all other attorneys’ fees) related to NYCFC’s collection of any amounts due under, or any other enforcement of, this Membership Agreement, whether or not litigation is commenced. Interest on all late amounts due shall accrue from the date of non-payment until paid in full at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permissible under New York law. Member acknowledges that (x) NYCFC plans to fully enforce its rights under this Membership Agreement, which may be inconsistent with or different from past policies and practices; and (y) in entering into this Membership Agreement, Member has not relied upon any prior policies or practices of Member related to enforcement for non-payment or otherwise. The provisions of Section 8 and Sections 11-18 shall survive the termination or expiration of this Membership Agreement.
12. Liability. (a) The aggregate liability of NYCFC and the other Releasees (as defined below) for damages of any kind arising out of this Membership Agreement is limited to a refund of the portion of the Membership Fee paid by Member for the unused Tickets under this Membership Agreement. This remedy is exclusive. For the avoidance of doubt, in no event shall NYCFC or any other Releasee be liable for any incidental, direct, indirect, special, punitive, exemplary or consequential damages or for lost profits, revenues or business opportunities even if such Releasee has been advised of the possibility of such damages or if such damages were foreseeable; (b) Member, on behalf of itself, its guests and any holder of any Ticket, assumes all risk and danger, including that of personal injury (including death), property loss and other hazard, arising from or related in any way to any use of the Tickets (including, without limitation, at any NYCFC game) or any other Membership Privileges (whether occurring prior to, during or after such use), including specifically but not exclusively the risk and danger of any injury, loss or damage by soccer balls, other equipment, projected, kicked or thrown objects or other spectators in any manner whatsoever. Member waives and releases, to the fullest extent permitted by law, all claims, whether known or unknown, relating to or arising from any such injury, loss or damage against NYCFC, NYY, the City of New York, MLS, SUM and their respective affiliates, and the officers, directors, managers, owners, employees, agents, successors and assigns of each of the foregoing (all of the foregoing, collectively, the “Releasees”). Member acknowledges and agrees that the Releasees shall not be responsible for any such injury, loss or damage (including for lost or stolen property); and (c) Member shall indemnify and hold harmless, to the fullest extent permitted by law, all Releasees from and against any liabilities, losses, damages, claims, demands, choses in action, costs and expenses, including reasonable attorneys’ fees (including in any action between Member and NYCFC or any other Releasee, or any action by a third party), costs of investigation (whether or not litigation occurs) and litigation expenses, arising out of or related to any act or omission, breach of any provision of this Membership Agreement, or violation of any applicable law, rule, regulation or order, in each case, by Member or any of Member’s guests.
13. Taxes. Member acknowledges that, in addition and incremental to the cost of the Tickets and other Membership Privileges under this Membership Agreement, Member shall be responsible for all City of New York and State of New York surcharges, sales and use taxes and other applicable taxes, in each case, as such rates may be increased from time to time and relating to or arising from the license and use of the Tickets or the provision or sales of Tickets and the other Membership Privileges hereunder.
14. Severability. If any term or provision of this Membership Agreement, or the application thereof to any person, entity or circumstance, shall to any extent be held invalid or unenforceable in any jurisdiction, then (a) as to such jurisdiction, the remainder of this Membership Agreement, or the application of such term or provision to persons, entities or circumstances other than those as to which such term or provision is held invalid or unenforceable in such jurisdiction, shall not be affected thereby, (b) the court making such determination shall have the power to (and the parties shall request that the court) reduce the scope, duration, area or applicability of such provision, to delete specific words or phrases, or to replace any invalid or unenforceable provision with a provision that is valid and enforceable and comes closest to expressing the intention of the invalid or unenforceable provision, and (c) each remaining term and provision of this Membership Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. Any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, Member hereby waives any provision of law that would render any provision of this Membership Agreement unenforceable in any respect.
15. Miscellaneous. NYCFC’s obligation to provide the Tickets and the other Membership Privileges shall be subject and subordinate to (a) all rules and regulations of MLS and SUM, (b) all applicable laws, rules and regulations, and (c) NYCFC’s right to use the Stadium pursuant to any applicable lease or license, as such lease or license may be amended from time to time. NYCFC retains the right to reschedule the date or the start time of any game and shall not be liable to Member for any reason related to any rescheduling. NYCFC is not responsible for lost or stolen Tickets, and any re-issuance of Tickets shall be at the discretion of NYCFC and may be subject to processing fees determined by NYCFC. Tickets not obtained from sources authorized by NYCFC may not be honored. No Tickets or other Membership Privileges issued hereunder may be used for advertising, promotion (including contests and sweepstakes) or other trade or commercial purposes without NYCFC’s express written consent. The use of any Ticket or other Membership Privilege hereunder in violation of this Membership Agreement, with or without Member’s knowledge, is Member’s responsibility and Member shall remain absolutely and unconditionally responsible for any such violations. In the event any Ticket(s) is listed at an incorrect price or seat location within the Stadium or other applicable NYCFC game venue due to typographical or other error, NYCFC shall have the right to refuse or cancel any orders placed for such Ticket(s), whether or not the order has been confirmed and Member’s payment processed. None of the provisions of this Membership Agreement can be waived except in a writing signed by NYCFC. No failure by NYCFC to exercise any right under this Membership Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right or the exercise of any other rights. The waiver by NYCFC of any breach of this Membership Agreement shall not be deemed a waiver of any prior or subsequent breach. All remedies of NYCFC shall be cumulative and the pursuit of one remedy shall not be deemed a waiver of any other remedy. Time shall be of the essence with respect to all of Member’s obligations under this Membership Agreement. The Member represents and warrants that (a) the Member has full power and legal authority to enter into and perform this Membership Agreement in accordance with its terms and (b) this Membership Agreement has been duly executed and delivered by the Member and constitutes a legal, valid and binding obligation of the Member enforceable in accordance with its terms.
16. Notices. All requests and notices from a Member must be provided in writing to New York City Football Club, LLC, 600 3rd Avenue – 30th Floor, New York, NY 10016, Attn: Membership Services or by email to Member’s City Membership account representative. Such requests shall be submitted with Member’s name, account number, daytime phone number and accompanied by Member’s signature. It is Member’s responsibility to notify NYCFC in writing or by email of any changes to Member’s address, email address and/or phone number.
17. Governing Law. This Membership Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in New York and without regard to the conflicts of laws principles thereof. ANY DISPUTE OR CLAIM ARISING FROM OR RELATED TO THIS MEMBERSHIP AGREEMENT SHALL BE EXCLUSIVELY RESOLVED BY FINAL, BINDING AND CONFIDENTIAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (THE “AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. CLAIMS SHALL BE HEARD BY A SINGLE ARBITRATOR, WHO SHALL BE SELECTED IN ACCORDANCE WITH THE AAA’S COMMERCIAL ARBITRATION RULES. THE PLACE OF ARBITRATION SHALL BE THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK. MEMBER AGREES THAT ALL DISPUTES SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS AND WAIVES ANY RIGHT TO LITIGATE IN COURT OR ARBITRATE ANY CLAIM AS A CLASS ACTION, REPRESENTATIVE ACTION, OR CLASS ARBITRATION. IF MEMBER DOES NOT CONSENT TO THIS CLAUSE, MEMBER MUST LEAVE OR NOT ENTER THE STADIUM. THIS SECTION 17 IS GOVERNED BY THE FEDERAL ARBITRATION ACT.