Last Modified: August 17, 2022
These Terms and Conditions together with any additional rules and policies set forth on the Seattle Seahawks site, platform and/or mobile applications (collectively, the "Terms") govern your use of the Suite and related services.
PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND OTHERWISE AFFECT YOUR LEGAL RIGHTS. BY PURCHASING THIS SUITE LICENSE FOR THE APPLICABLE EVENT, YOU EXPRESSLY AGREE TO THESE TERMS AS FOLLOWS:
These terms and conditions create a binding agreement (the "Agreement") between you (the "Licensee") and Football Northwest LLC (the "Licensor") and sets forth the terms and conditions applicable to your purchase of a license to the Suite for the applicable Event (as defined below). By completing the purchase, the Licensee accepts and agrees to be bound by this Agreement.
- Grant of License. Subject to the terms and conditions of this Agreement, including, without limitation, Licensee's timely payment of the fee applicable to the purchase of the license to the Suite (as set forth in the Summary) (the "License Fee"), Licensor grants to Licensee a limited revocable license to access and occupy that certain Lumen Field suite described on the Summary (the "Suite") solely for the purpose of viewing the applicable event (the "Event") on the date the Event is scheduled. Please contact CustomerService@Seahawks.com with any questions regarding the Suite.
- License Fee. The License Fee is due and payable in full immediately upon acceptance of this Agreement.
- Credit Card. Licensee shall provide Licensor a valid credit card to be kept on file with Licensor and the stadium caterer. Licensee hereby authorizes Licensor to charge such credit card for (a) food and beverage charges in excess of the Catering Credit (as defined below), (b) the License Fee if not timely paid, and (c) the cost of repairs to and cleaning of the Suite that Licensor determines, in its reasonable discretion, exceed reasonable wear and tear and result from any act or omission of Licensee or its invitees.
- Admission Tickets. Upon Licensor's receipt of the License Fee, Licensor shall provide Licensee the number of admission tickets to the Suite for the Event as is set forth in the order summary for the Suite (the "Summary"). Only those individuals holding an admission ticket to the Suite for the Event are permitted entry to the Suite. Access to the Suite by each ticket holder is subject to the terms and conditions set forth on or applicable to the ticket.
- Parking. Upon Licensor's receipt of the License Fee, Licensor shall provide Licensee the number of parking passes as is set forth in the Summary. Each parking pass entitles the holder to park one vehicle in a parking area designated by Licensor. The pass holder's vehicle must conform to reasonable requirements regarding vehicle size and height. Parking will generally be available to Licensee from a reasonable time prior to the start of the Event until a reasonable time following the end of the Event. Parking availability and other rules governing parking shall be determined by Licensor in its sole discretion.
- Food and Beverage. Food and beverage services are provided at Licensee's expense by a caterer designated by Licensor. Licensor shall provide Licensee a catering credit in an amount equal to that set forth in the Summary (the "Catering Credit") which will be applied toward Licensee's food and beverage charges for the Event. Catering Credit not used by Licensee will be forfeited. If Licensee's final food and beverage charges exceed the amount of the Catering Credit, then Licensor may charge the credit card on file for all outstanding amounts, including applicable taxes. No food or beverages other than those purchased from Licensor's caterer may be brought into, or be prepared or consumed in, the Suite.
- Ordinary Repairs and Maintenance. Licensor shall be responsible for ordinary cleaning, sweeping, vacuuming, trash removal, and dusting in or around the Suite. Licensee agrees to pay for the cost of all repairs to and cleaning of the Suite that Licensor determines, in its reasonable discretion, exceed reasonable wear and tear and result from any act or omission of Licensee or its invitees.
- Covenants of Licensee. Licensee covenants as follows:
a. Licensee shall be responsible for all acts and omissions of all of its invitees and other holders of admission tickets to the Suite (collectively, "Invitees").
b. Licensee and Invitees shall use and occupy the Suite in a safe, clean, orderly, and careful manner. Licensee and Invitees shall not damage or deface any part of the Suite. Licensee shall reimburse Licensor for the cost of all repairs and cleaning other than reasonable wear and tear and ordinary repairs and maintenance for which Licensor is solely responsible under Section 7.
c. Licensee shall observe and abide by, and shall notify Invitees of and require them to observe and abide by, all applicable laws, regulations, ordinances, and orders, and any policies, rules, and regulations that Licensor, the NFL, or the manager of the stadium may establish from time to time concerning the use and occupancy of the Suite, the stadium, and parking areas.
d. Licensee shall maintain, and require Invitees to maintain, proper order and decorum while using the Suite, including, without limitation, with regard to consumption of alcoholic beverages.
e. Neither Licensee nor Invitees may create, transmit, display, distribute, exploit, misappropriate, or sell (or aid in such activity) (i) in any form, any description or account (whether text, data, or visual, and including play-by-play data) of the Event for any commercial or non-personal purpose; (ii) any photograph, image, video, audio, content, or other form of display or public performance or reproduction of any portion of the Event for any commercial or non-personal purpose; or (iii) livestreams of any portion of the Event.
f. Neither Licensee nor Invitees may display, or cause to be displayed, in the Suite or its exterior, any item that (i) may be visible from the stadium seating bowl or the playing field; (ii) may interfere in any way with any spectator's viewing and/or enjoyment of the Event; or (iii) contains any commercial or political symbol, message, mark, or sign.
9. Acceptance of License. Licensee affirms that you (i) have the ability to enter into this Agreement, (ii) are at least 18 years old and of legal age in the jurisdiction where the Suite sits, and (iii) are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in herein. FNW reserves the right to ask for your proof of age prior to fulfilling any obligation under this Agreement and may, in its sole and absolute discretion, refuse to offer the Suite to any person or entity, if the information submitted in the Summary is not accurate and truthful.
10. Licensor Right of Entry. Notwithstanding anything to the contrary in this Agreement, Licensor (and for purposes of this Section 9, its employees, agents, and contractors) shall have, at all times, the right to access the Suite (a) to perform its obligations under this Agreement and for any and all purposes related thereto; (b) to investigate any suspected violations of the terms and conditions of this Agreement; and (c) for any other purpose in connection with its interest in the Suite. At Licensor's request, Licensee shall immediately cease and desist any activity Licensor deems, in its sole discretion, dangerous, objectionable (e.g., excessive consumption of alcoholic beverages), or to be in violation of the terms and conditions of this Agreement, and failure to comply with such request shall be grounds for ejection without refund.
11. Scope of Rights. Licensee acknowledges and agrees that this Agreement does not (a) grant Licensee an exclusive possessory or any ownership interest in the Suite or any part of the stadium, (b) grant Licensee any right to exclude others from, or transfer, the Suite or any part of the stadium, or (c) confer upon Licensee or its invitees any right or privilege with respect to admission to the stadium different than that afforded to other holders of tickets for admission to the stadium (other than admission to and use of the Suite). Except for the rights expressly granted to Licensee hereunder, all rights, benefits, and privileges related to the Suite are hereby reserved for Licensor. Without limiting the generality of the foregoing, Licensee acknowledges and agrees that Licensor has no obligation hereunder to provide security for the Suite.
12. Disclaimer of Liability; Risk of Loss; Indemnification:
a. For purposes of this Agreement, (i) "Licensee Parties" means the Licensee, the Invitees, and the shareholders, members, partners, directors, officers, employees, and agents of Licensee; (ii) "Licensor Parties" means Football Northwest LLC, First & Goal Inc., Levy Premium Foodservice Limited Partnership, the Washington State Public Stadium Authority, the National Football League, the sponsors, promoters, and participants of the Event, and their respective shareholders, members, partners, directors, officers, employees, and agents; and (iii) "Indemnified Liabilities" means all liabilities, damages, losses, claims, demands, costs, and expenses, including attorneys' fees and litigation expenses, related to any personal injury, property damage, or economic loss, arising out of or in connection with (A) the use or occupancy of the Suite or the stadium by Licensee or the Licensee Parties; (B) the management of the Suite or stadium, or (C) the presentation of the Event by Licensor or the Licensor Parties, as the case may be, resulting from any cause whatsoever, including, without limitation, acts or omissions of Licensor or the Licensor Parties whether arising prior to, during, or subsequent to, the Event.
b. Neither Licensor nor the Licensor Parties shall be liable for any Indemnified Liability to Licensee or the Licensee Parties unless and only to the extent such Indemnified Liability arises out of the gross negligence or willful misconduct of Licensor. Licensee, for itself and the Licensee Parties, hereby assumes all risks related to the Indemnified Liabilities, except to the extent arising out of the gross negligence or willful misconduct of Licensor or the Licensor Parties.
c. To the fullest extent permitted by law, Licensee, for itself and the Licensee Parties, hereby releases Licensor and the Licensor Parties from the Indemnified Liabilities, except to the extent arising out of the gross negligence or willful misconduct of Licensor or the Licensor Parties.
d. Licensee hereby agrees to defend, indemnify, and hold harmless Licensor and the Licensor Parties from and against the Indemnified Liabilities, except to the extent arising out of the gross negligence or willful misconduct of Licensor or the Licensor Parties.
13. Assignment. Licensee may not assign or transfer this Agreement or any rights or obligations hereunder to any third party. Without limiting the generality of the foregoing, Licensee may not sell, transfer, or gift any admission ticket(s) to the Suite as part of any advertising campaign, promotion, contest, sweepstakes, or giveaway without Licensor's prior written consent. Any assignment or transfer in violation of this Section 13 shall be deemed null and void.
14. Notices. All notices, demands, and written communications between the parties required under or related to this Agreement shall be made in writing and deemed delivered upon delivery by certified mail: (a) for Licensee, to the address Licensee enters on the Summary, and (b) for Licensor, to Seattle Seahawks, Attn: Legal Department, 12 Seahawks Way, Renton, WA 98056.
15. Dispute Resolution. All disputes and claims arising out of or related to this Agreement shall first be submitted to non-binding mediation administered by the American Arbitration Association ("AAA") under its Commercial Mediation Rules in effect at the time a dispute or claim arises. Disputes and claims not resolved by mediation shall be resolved by final, binding, and confidential arbitration administered by the AAA in accordance with the Federal Arbitration Act and the AAA's Commercial Arbitration Rules in effect at the time a dispute or claim arises. The arbitrator shall be directed to issue a final award no more than ninety (90) days after the initial demand for arbitration, but any failure to timely issue a final award shall neither deprive the arbitrator of jurisdiction nor invalidate any subsequent award.
16. Attorneys' Fees and Costs. The prevailing party in any judicial or arbitration proceeding arising out of or related to this Agreement shall be entitled to collect from the other party a reasonable sum for attorneys' fees and other costs and expenses incurred during such proceeding, including, without limitation, in connection with mediations, appeals, and post-judgment collection efforts.
17. Severability. If any provision of this Agreement is deemed by an authority of competent jurisdiction to be unenforceable, then such provisions shall be construed by modifying it to the minimum extent necessary to make it enforceable, and the rest of the Agreement shall remain in effect as written and enforced to the fullest extent permitted by law.
- Amendments and Waivers. This Agreement may be amended only by a separate written instrument signed by both parties. No waiver of satisfaction of a condition or nonperformance of an obligation under this Agreement will be effective unless it is in writing and signed by the party granting the waiver.
- Force Majeure. If Licensor fails to make the Suite available for Licensee's use and occupancy for an Event as a result of an unforeseen circumstance beyond its reasonable control (e.g., earthquake, flood, natural disaster, pandemic, public health emergency, act of governmental agency) (hereafter, a "Force Majeure Event"), then Licensor shall refund the entire License Fee without further liability to Licensee. If, as a result of a Force Majeure Event, Licensor fails to provide Licensee the number of admission tickets to the Suite for the Event as is set forth in the Summary, then Licensor shall refund to Licensee a pro rata portion of the License Fee in an amount that corresponds to the number of admission tickets Licensor did not provide to Licensee as a result of the Force Majeure Event, it being understood that prices for seated tickets in the Suite are higher than standing room tickets in the Suite (if any) and any refund provided by Licensor hereunder will reflect such difference.
20. Disclaimer of Warranties. To the fullest extent permitted by applicable law, Licensor hereby disclaims all warranties, whether express or implied, with respect to (a) the Suite, (b) the services or items provided to Licensee and/or its invitees by Licensor, its employees, agents, and contractors in connection with this Agreement, and (c) the Suite's suitability or fitness for Licensee's intended purpose. Licensee accepts the Suite "as-is" and "with all faults" and agrees that other than expressly set forth in this Agreement, Licensor is under no obligation to make any alterations, additions, improvements, or decorations in or around the Suite. Licensee's obligation to pay the License Fee and other charges (if any) is not dependent upon the condition of the Suite or the performance by Licensor, including any of its employees, of any obligations hereunder. Neither the promotional materials shown or provided to Licensee, nor the illustrations set forth in the Summary shall constitute an express or implied warranty with respect to the Suite.
21. Miscellaneous. This Agreement constitutes the entire agreement and understanding between Licensee and Licensor with respect to its subject matter. In no event shall Licensor be liable to Licensee or the Licensee Parties for any incidental, consequential, indirect, statutory, special, exemplary, or punitive damages. The maximum liability of Licensor for any claims arising out of or in connection to this Agreement shall be an amount equal to the License Fee. This Agreement shall be governed by and construed in accordance with the laws of the state of Washington, without regard to its conflict of laws principles.