Sponsorship Terms and Conditions

 

Introduction.  (a) New York Cosmos, LLC (“Cosmos”) operates a professional soccer team known as “the New York Cosmos” (the “Team”).  Cosmos offers different categories of sponsorship opportunities for the Team’s individual or full season home games or related event (“Game Day or Full Season Sponsorships”).  The categories differ in pricing, with the benefits accruing to the sponsor increasing as the price increases.  The benefits for each category are standardized, unless variations are agreed by the sponsor and Cosmos.  The term “Sponsor” refers to any person or entity which agrees to purchase a sponsorship opportunity within a Category; “Benefits,” when referring to any Sponsor, means the particular  rights, benefits and privileges that Cosmos has agreed to provide to such Sponsor in return for that Sponsor’s payment or provision of  the agreed upon price or other consideration (“Consideration”); “Sponsorship” means the standardized Category of Game Day of Full Season Sponsorship offered from time to time by Cosmos which such Sponsor has agreed to purchase, as they may be modified by written agreement between Sponsor and Cosmos; and “Game” means, when referring to any Sponsor, the Cosmos game or related event as to which such Sponsor has purchased Benefits. 

(b) The term “this Agreement,” when used with reference to any Sponsor, means these General Terms and Conditions together with any facing sheet or other document which reflects an agreement between Cosmos and such Sponsor varying the standardized terms ordinarily applicable to or otherwise relating to the specifics of the Benefits and other terms particular to the specific Sponsorship.  A Sponsor’s agreement to purchase a Sponsorship or an agreement of any kind contemplated by the immediately preceding sentence may take the form of a written or electronic document executed and delivered by the relevant parties, an exchange of emails by such parties or any other electronic or physical text reasonably establishing that an agreement has been reached.  A Sponsor’s agreement to purchase a Sponsorship Opportunity may also be established by course of dealing, the Sponsor’s acceptance of performance without objection or payment of Consideration or other reasonable evidence. 

(c) Unless otherwise expressly stated, any decision, determination or action which Cosmos is required or permitted by these Terms to make or take shall be within its sole and absolute discretion.  

Sponsors and Sponsorships Generally.  Sponsorships are subject to availability, as determined by Cosmos. Cosmos may reject any person’s sponsorship application with or without cause.  The form, manner, nature and content of a Sponsor are marketing and advertising at the Game or within or around the stadium or other venue for the Game (the “Venue”) are subject to Cosmos’ advance approval. No person other than the Sponsor or its affiliates shall be entitled to be named in sponsorship materials or given recognition at the Game.  The Sponsorship, Benefits and this Agreement are subject to (i) the rights of the owner or manager of the Venue, (ii) the rules, requirements and contractual obligations of any league, association, federation or similar body with jurisdiction over the Team and (iii) applicable law, in each case as in effect at any time and from time to time.

Benefits.   (a) Unless otherwise agreed in writing by Cosmos, the Benefits for any Sponsor are those which are standard for such Sponsor’s Sponsorship Category.

(b) Benefits are subject to availability, as determined by Cosmos, and the rules and requirements of the Venue’s management, legal authorities and other third party’s with the ability to determine the scope of the rights, benefits and privileges of Cosmos itself or its sponsors generally. Cosmos reserves the right to modify the locations of signage, seats or other elements of the Benefits if reasonably necessary to comply with such rules or requirements, because of safety concerns or other legitimate considerations.  The Benefits are personal to Sponsor and may not, in whole or in part, be transferred to or used by or for the benefit of any other person.  

(b) Cosmos shall inform Sponsor as soon as reasonably practicable if it is unable to deliver any of the Benefits.  Cosmos may substitute alternative benefits at the same or a later Game that it reasonably believes have an equivalent value or if that is not reasonably practicable in its judgment, may refund to Sponsor a portion of the Consideration with such an equivalent value, in each case without further liability or obligation.  

(c) Cosmos obligations with respect to Benefits are conditioned upon Sponsor’s compliance with this Agreement and Sponsor’s performance of its obligations, including, without limitation, its provision of all needed artwork and other items and materials on a timely basis.

Payment; Expenses.  Full payment is due thirty days after invoice or sixty days before the Game, whichever comes first. Payment is non-refundable, unless otherwise provided in this Agreement.  Sponsor shall be solely responsible for all costs and expenses that it incurs or that are necessary for it to realize and use the Benefits, including producing promotional materials.

Game and Sponsor Marks. (a) If Cosmos provides any logos or trademarks specifically for Sponsor’s use at the Game (the “Cosmos Marks”), then Cosmos grants Sponsor a non-transferable, non-exclusive, royalty-free and non-assignable license to use the same solely in connection to Sponsor’s sponsorship of the Game, strictly in accordance with this Agreement.  Such license shall automatically terminate at midnight on the date the Game is played or upon any earlier termination of Benefits.  No sublicensing is permitted. Such license shall terminate upon conclusion of the Game.

(b) Sponsor grants to (i) Cosmos, its affiliates and its contractors providing services related to the Game or the Benefits, (i) the Venue owner and its affiliates, (iii) the Venue manager and its affiliates and (iv) any third party televising, streaming, recording or distributing recordings of the Game, a worldwide, non-exclusive, royalty-free, sub-licensable license to  copy, record, store, transmit and otherwise use and exploit by all means and media, for purposes of conducting and exploiting the Game, providing the Benefits and promoting the Team, all images, text, video, sound, logos, trademarks and other items constituting or including intellectual property provided or used by Sponsor in connection with the Game and enjoyment of  the Benefits (the "Sponsor Marks").  Such license includes, but is not limited to, use for purposes of telecasting, streaming and distributing videos of the Game and promotions of future Team games or events that include images of Sponsor Marks displayed during the Game.  

(c) If Sponsor changes the Sponsor Marks  or any promotional materials it provides, Cosmos shall not be obliged to make any corresponding changes to materials produced by Cosmos or on its behalf (including, but not limited to, reprinting promotional literature or publicity materials or altering videos or images used to promote future games or events) unless Sponsor bears the costs and expenses of making such change and there is sufficient time, in Cosmos’ judgment, before the Game to reasonably allow such change to be made.

(d) As between Sponsor and Cosmos, each party is, and shall continue to be, the sole and exclusive owner of all intellectual property which it uses or provides in connection with the performance of this Agreement, together with all derivatives thereof and goodwill associated therewith, and the other party shall not, by virtue of this Agreement or the performance contemplated hereby acquire any rights therein.  All intellectual property rights in or arising out of or in connection with the Game shall be owned by Cosmos, but without prejudice to Sponsor’s ownership of the Sponsor Marks.  

Certain Additional Sponsor Obligations.  (a) Sponsor , its agents and contractors and their  respective personnel must promptly comply with all reasonable instructions and directions issued by or on behalf of  Cosmos or the Venue’s management in connection with the Game and enjoyment of the Benefits.  Cosmos shall not be responsible for any failure or delay in providing any of the Benefits where such failure occurs directly or indirectly as a result of the failure or delay in complying with any such instructions or directions or any other act or omission by Sponsor, any of its agents or contractors or any of their respective personnel.

(b) Sponsor and Cosmos shall reasonably cooperate and collaborate with respect to appropriate joint marketing or promotional projects relating to the Game.

(c) All press releases, advertisements or other promotional or publicity materials referencing the Game or using any of the Cosmos Marks shall be subject to advance approval by Cosmos, which shall not be unreasonably withheld. 

(d) Sponsor shall ensure that any materials or items it uses in connection with the Benefits shall comply with all applicable laws and shall not infringe or otherwise violate any rights of or defame any third party.  

Non-Disparagement; Indemnification. (a) Each party shall use reasonable efforts to refrain from (i) bringing the Game, the Team or the other party into disrepute; (ii) disparaging the Game, the Team or the other party; or (iii) damaging the goodwill of the other party’s reputation, public image, trademarks or tradenames.

(b) Each party shall indemnify and defend (at its own expense) the other party against all costs, claims, damages or expenses incurred by the other party or for which it may become liable due to  any claim by any unaffiliated party (i) arising out of any failure or alleged failure by the indemnifying party to comply with any of its obligations under this Agreement, (ii) based on the actual or alleged negligence or misconduct of the indemnifying party or any of its affiliates, employees, agents or contractors or (iii) that the use in accordance with this Agreement of the indemnifying party’s intellectual property by the indemnified party or its authorized sublicensees infringes any rights of any third party.

Force Majeure; Changes to Game Specifics.  (a) Cosmos shall not be in breach of this Agreement or otherwise liable for any failure or delay in performance of its obligations as a result of an event or series of connected events outside of the reasonable control of Cosmos, Venue management or our or its respective contractors or agents (including, without limitation, strikes or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm).

(b) Cosmos may alter the advertised opponent, timing, date and/or location of or cancel the Game without liability.  Sponsor shall be notified of any material alterations or cancellation as soon as reasonably practicable.  In the event of a cancellation or an alteration that is materially adverse to Sponsor, shall be entitled to either of the following, at Cosmos’ option: (i) a credit for Consideration actually paid to Cosmos for use in purchasing a sponsorship for a future Cosmos game or event acceptable to both parties; or (ii) terminate this Agreement with immediate effect and obtain a refund (calculated by Cosmos reasonably and in good faith) of an amount that reflects the total Consideration paid to Cosmos at the date of cancellation minus the value of any Benefits received by Sponsor prior to the date of cancellation. Any such refund shall be paid within sixty days of receipt of confirmation from you of your wish to terminate the Agreement.

Expiration; Termination for Breach; Effects of Expiration or Termination. (a) The Sponsorship shall expire at midnight on the date the Game is played. Either party has the right at any time to terminate the Sponsorship immediately by giving written notice to the other in the event that the other has committed a material breach of any of its obligations under this Agreement (including failure to pay any amounts due under this Agreement) and has not remedied any such breach (if capable of remedy) within fourteen days of being required to do so by written notice. 

(b) On the date of expiration or termination of the Sponsorship, all outstanding sums owing to Cosmos shall become due and payable without deduction or set-off. Where termination occurs before Sponsor has received all the Benefits, Cosmos shall charge such proportion of the Consideration (calculated in good faith) as is reasonable to reflect the value of the Benefits received by Sponsor before termination. Upon expiration or termination, the Cosmos’ obligation to furnish any further Benefits shall cease and any licenses granted by this Agreement shall immediately terminate, except that any license granted to Cosmos pursuant to the express provisions hereof shall continue indefinitely to allow Cosmos to exercise the rights expressly granted in this Agreement. The indemnification obligations of the parties shall survive any expiration or termination.  

Certain Liability Limitations and Exclusions. (a) Neither Cosmos nor any of its affiliates,  members, managers, officers, employees or agents shall be liable or responsible for any loss, damage or injury to any person or property of Sponsor or its officers, agents, employees or invitees in or around the Venue or elsewhere, resulting from any cause whatsoever, including theft and vandalism, except, subject to the limits and exclusions contained elsewhere in this Agreement, to the extent attributable to the gross negligence or willful misconduct of Cosmos or its employees.  Sponsor, for itself and its officers, agents, employees and invitees, hereby assumes all risks and dangers incidental to the Sponsorship, whenever, wherever and however they occur and agree that neither Cosmos, nor any  Venue owner or lessor, visiting team or league, shall be liable for injuries or damages from such causes.

(b) Except with respect to indemnification obligations or as may otherwise be expressly provided in this Agreement, the aggregate liability of either party to the other, whether arising in contract, tort (including negligence) or otherwise, for any damages, loss, costs, claims or expenses of any kind howsoever arising, out of or in connection with or incidental to the Game or the Sponsorship, shall be limited to the total amount or value of the Consideration (whether or not any Consideration is actually paid or provided) or, if such limit is not allowed by applicable law, the lowest amount permitted by law.

(c) No claim may be made by either party relating to the Sponsorship or any incidental or related activities against the other party or any affiliate, director, partner, member, manager, officer, employee, attorney or agent thereof for any special, indirect, consequential, incidental or punitive damages (other than such damages in connection with third party claims subject to indemnification hereunder) in respect of any claim for breach of contract or any other theory of liability (including, without limitation, negligence, gross negligence or willful misconduct) arising out of or related to the transactions or relationships contemplated hereby or any other transaction, relationship, act, omission or event arising or occurring in connection therewith.  Each party waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.  

(d) The obligations of each party are personal to it and neither party shall assert any claim arising out of or related to this Agreement against any affiliate, manager, officer or employee of the other party.

(e) Each of the limitations or exclusions of liability contained in this Agreement is independent of the others and shall survive the failure or unenforceability of any other such limitation or exclusion for any reason.  If, under applicable law, the overall liability of either party or any of its affiliates, officers, employees, agents, lessors or contractors in any instance would exceed the amount which would be the case if the limitations and exclusions contained herein were enforceable as written, then such liability shall be limited to the minimum amount permitted by applicable law.  

Miscellaneous. (a) This Agreement contains the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.

(b) By proceeding with the Sponsorship, Sponsor acknowledges that it has not relied on any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in this Agreement.

(c) This Agreement shall not create, nor shall it be construed as creating, any partnership or agency relationship between the parties. Except in the case of indemnification rights expressly stated, there are no third party beneficiaries of this Agreement. 

(d) The parties acknowledge and agree that execution of this Agreement by facsimile, electronic or digital signature and delivery by email transmission shall be effective execution and delivery, without exclusion of any other lawful means.  

(e) This Agreement and the rights and obligations of both parties shall be governed by, and construed in accordance with, the laws of the State of New York, and the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of such State.  

855-71-COSMOS
NY Cosmos Office:
1 Charles Lindbergh Blvd, Admin Building
Uniondale, NY 11553


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