Hospitality Terms & Conditions
CORPORATE HOSPITALITY LICENSE AGREEMENT TERMS AND CONDITIONS
In consideration of the mutual promises contained herein, the parties agree as follows:
Pursuant to the License, the Licensor shall allow Licensee, the use of the Hospitality Facility and provide the accommodations set forth in the HFLA. The HFLA describes the golf events for which the License is applicable, and the amount and type of tickets, passes and/or parking permits that shall be included as part of the Agreement. The parties acknowledge and agree that Licensee shall be solely responsible for complying with the Maximum Occupancy of the Hospitality Facility during Licensee’s use. Licensee shall comply with the Maximum Occupancy provision regardless of the number of tickets to the Hospitality Facility received by Licensee. The use of the Hospitality Facility includes the use of standard utilities located at or in the Hospitality Facility. It does include the cost of refreshments and service personnel (which are governed by section 4 herein).
This Agreement shall commence as of the Effective Date set forth on the applicable HFLA, upon full execution by the parties hereto, and unless terminated earlier in accordance with the provisions of Section 12, shall remain in effect until the end of the Agreement Term specified on the HFLA (“Term”); provided, however, that the Hospitality Facility shall not be available for Licensee’s use until the date of the first event listed in the HFLA.
- EVENT USAGE:
- Licensee may use the Hospitality Facility during the License Period which shall correspond to the Tournament Dates of API during the Agreement Term as specifically set forth in the HFLA.
- Licensee hereby agrees that Licensee’s use of the Hospitality Facility shall be subject to and in accordance with these Terms and Conditions and all applicable federal, state and local laws, rules, regulations, codes, ordinances and guidelines, including without limitation all federal and state Occupational Safety and Health Regulations, as applicable, and Licensor rules, regulations, and guidelines, as they may be amended from time to time, which include, but are not limited to, (i) the signing of waivers and releases required by Licensor or any sanctioning body; (ii) no bringing in or removing food and beverage from the Hospitality Facility; and (iii) no serving of alcohol to guests under 21 years of age.
- Licensor reserves the right to make any changes as it may deem reasonably appropriate to the Invitational dates and times and the License Period in connection with any such changes. Licensor shall communicate any changes to the Invitational dates and times to Company as soon as commercially practicable.
- If any day of the Invitational contemplated by this Agreement is postponed from the scheduled date, Licensor’s sole liability, and Licensee’s sole remedy, shall be to furnish at no additional charge the Hospitality Facility on the date in which the Invitational is held.
- To the extent this Agreement refers to certain events, including but not limited to the Invitational, these events are subject to annual sanctioning body approval. The date(s) and time(s) of any event is not certain, and event(s) may not even occur at the discretion of the sanctioning body. Failure to obtain a sanctioned event, or the date change of an event(s), shall in no way be construed as a default or breach of this Agreement; however, in such case an event is not held, each party shall be relieved of any obligation to the other party created hereunder that occurs following the date of the official announcement by the relevant sanctioning body that such event is not to be conducted at the Licensor’s facility.
- Licensor or its representatives shall have access to the Hospitality Facility at any time including but not limited to the Invitational or event days to determine Licensee’s full compliance with these Terms and Conditions and the HFLA.
- Licensor is not responsible for loss of or damage to any property that Licensee or Licensee’s guests bring to the Hospitality Facility or leave at the Hospitality Facility, during or after the use of the Hospitality Facility.
- Should Licensor be unable to deliver the Hospitality Facility as described herein, the parties agree that a substitute hospitality area within the Event Facility, that is comparable and equal in value to the Hospitality Facility described in the applicable HFLA, shall be provided to Licensee (the “HF Substitution”). Any such HF Substitution pursuant to this Section 3(H) shall not be construed as a breach of this Agreement by Licensor. In the event that Licensor is unable to provide an HF Substitution, Licensor shall provide Licensee with notice of such inability to provide an HF Substitution (the “HF Notice”) and Licensee shall have fourteen (14) days following the receipt of the HF Notice, or 24 hours prior to the event date if the HF Notice is received within 14 days of the event, to terminate the Agreement and the License without penalty.
- EXCLUSIVE CATERING AND CONCESSIONS:
Licensee acknowledges that Licensor may enter into exclusive agreements with certain food or beverage companies, and that such agreements shall also apply to food or beverage served or offered in the Hospitality Facility. Licensee agrees that all food, beverage, and catering services to be furnished or consumed in the Hospitality Facility are solely from the caterer designated by Licensor. Licensee shall not be permitted to bring in outside food or beverage to the Hospitality Facility without the prior written consent of Licensor.
- NAMES, MARKS AND LOGOS:
Licensee shall not use any trademark, logo or other indicia of Licensor, the Bay Hill Club & Lodge, or any event or title sponsor thereof in any manner (including without limitation on or in connection with any apparel, souvenir items, or any other product or service), whether alone or with another mark, without the prior express written consent of the Licensor, and, in the case where a third party also has interest in the indicia to be used, the written consent of such third party. Nothing herein grants and nothing herein shall be interpreted as granting Official Sponsor, Title Sponsor or other promotional or sponsorship status to Licensee or Principal with respect to Licensor or to any event at Licensor’s facility.
- NO ASSIGNMENT; LIMIT ON USE OF HOSPITALITY FACILITY ADMISSION:
Licensee may neither assign this Agreement or any rights or obligations hereunder, nor sublet any portion of the Hospitality Facility, without the prior express written consent of Licensor. Further, any change in control of Licensee (whether by merger, asset sale, stock purchase or other assignment or operation at law) shall for the purposes of this Agreement be deemed an assignment of the rights and obligations contained herein and shall require the prior written approval of Licensor, which shall not be unreasonably withheld. Licensee shall use the Hospitality Facility only for the entertainment of Licensee’s guests and invitees. Licensee shall not charge or accept consideration for admission or access to the Hospitality Facility. Licensee shall not use any tickets, passes, or credentials provided hereunder (including admissions to the Hospitality Facility) for advertising, promotion (including, but not limited to contests or sweepstakes) or other commercial exploitation without the prior written consent of Licensor.
- SIGNAGE, FURNISHING AND DÉCOR:
Licensor shall provide a sign or signs at the entrance to the Hospitality Facility identifying Licensee as the occupant of that facility. Licensor reserves the right to determine the size, design, quantity, and placement of the sign(s).
- Licensor shall, for the days on which the Hospitality Facility is made available for use by Licensee as contemplated by this Agreement:
- Furnish the Hospitality Facility with furnishings of reasonable quality and in good working order at the commencement of this Agreement, and maintain such throughout the License Period.
- Make ordinary repairs and provide ordinary maintenance in a timely manner; and
- Clean the Hospitality Facility prior to and following the License Period.
- Licensee shall:
- At the conclusion of each event day during the License Period and at the expiration of the License Period or this Agreement whichever is sooner, return the Hospitality Facility to Licensor in as good condition as when it was received, ordinary and reasonable wear and tear excepted; and
- Pay for all damages to the furnishings or other property caused by Licensee or its guests or invitees, within 10 days of receiving written notice by Licensor of such damage and cost.
- Licensee may not alter the existing décor or furnishings of the Hospitality Facility without prior written approval by Licensor. Licensee must also seek written approval from Licensor to display decorations, including but not limited to signs, banners, posters, or pictures, in the Hospitality Facility. As to any such proposed alterations or decorations, Licensee must submit a written request for approval to Licensor not less than 30 days prior to the event for which the Hospitality Facility will be used. Licensor shall reply to Licensee in writing not more than 10 days following the receipt of the request, and shall not unreasonably withhold approval.
- Licensor shall, for the days on which the Hospitality Facility is made available for use by Licensee as contemplated by this Agreement:
- PROHIBITION ON COMMERCIAL USE OF CONTENT FROM ELECTRONIC RECORDING DEVICES: The use of content captured by any electronic, film or recording devices, either currently available or to be developed, by Licensee and/or its guests and invitees for commercial purposes is strictly prohibited unless Licensee has secured express written consent from Licensor prior to any use of such device.
In consideration for the benefits granted Licensee hereunder, Licensee agrees to pay Licensor the fees set forth in the HFA. Applicable federal, state, or local sales or occupancy taxes associated with the rental in accordance with the payment schedule contained thereon are included in the amount referenced on HFA. Should Licensee fail to make payments to Licensor according to the schedule set forth in HFA, Licensor may immediately declare a default of this Agreement, revoke the License, and attempt to resell the Hospitality Facility (without forfeiting any rights or remedies available therein). Fees which are due and payable but have not been received by the applicable due date shall be subject to a monthly late charge of 1.5% of the amount(s) owed, which Licensee hereby agrees to pay. Further, Licensee hereby agrees to pay any and all reasonable costs of collection incurred for delinquent payments, including court costs and/or attorney’s fees.
- Licensee agrees to be responsible for, to hold harmless, indemnify, defend and/or provide contribution for Licensor, its parent, subsidiaries, limited liability and affiliated companies, and their respective shareholders, members, directors, officers, employees, agents, sponsors, (collectively, the “Indemnified Parties”) from any and all claims, including reasonable attorney’s fees and costs, of liability whether by reason of injury to or death of the person or of damage to the property of another or otherwise arising in connection with (i) any use of the Hospitality Facility by Licensee, Licensee’s subcontractors, agents, invitees, or employees, or, if applicable, any use by other approved individuals or entities sharing rental of the Hospitality Facility with Licensee, or (ii) the acts or omissions or violation of any law, code, ordinance or otherwise (including but not limited to the Americans with Disabilities Act and analogous state or local laws relating to nondiscrimination and/or physical and/or technological accessibility for guests with disabilities) of Licensee, its respective agents, employees, contractors or subcontractors, or (iii) any default or breach of this Agreement by Licensee. Licensee’s obligation to defend hereunder shall not extend to claims which have been determined by a court of competent jurisdiction by final and non-appealable judgment or written settlement between the parties, to have resulted from the gross negligence or willful misconduct of Licensor. The Indemnified Parties shall have the right to retain their own counsel, in which case those reasonable attorney’s fees shall be covered by Licensee’s agreement to indemnify such parties for such fees set forth immediately above in this paragraph.
- Licensor agrees to hold harmless, indemnify and defend Licensee, its parent, subsidiaries, limited liability and affiliated companies, and their respective shareholders, members, directors, officers, employees, agents, sponsors, (collectively, the “Licensee’s Indemnified Parties”) from and against all claims, including attorneys’ fees and costs, of liability arising out of i) gross negligence or willful misconduct of Licensor, its employees, agents, or assigns, ii) bodily injury, death or damage to tangible personal property due to Licensor’s negligence.
- The liability of Licensor and Indemnified Parties under this agreement for any losses suffered by Licensee will be limited to the License Fee paid by Licensee to Licensor hereunder or the limits of Licensor’s insurance policy. In no event shall either party be liable to the other for any special, indirect, punitive, incidental, exemplary or consequential losses or damages, including lost profits, loss of business opportunity or other similar damages resulting from or arising out of this agreement, by statute, in tort or contract.
- The provisions of this section shall survive the expiration or termination of this Agreement.
Throughout the term of this Agreement, Licensee shall secure and maintain a commercial general liability insurance policy (including coverage for bodily injury and property damage) with a combined single limit of not less than $1,000,000 per occurrence. Such policy shall be written on an occurrence-based form, with an insurance company rated A- VIII or better by the most current A.M. Best Rating Guide and name as additional insured the Indemnified Parties. Should such policy be written on a claims-made form, such insurance shall remain in place for a period of three (3) years beyond the Term. Such insurance shall be primary and non-contributory over any other insurance that may be available to an Indemnified Party, and that a waiver of subrogation shall apply in favor of the Indemnified Parties. Insurance limits specified herein are minimums. Insurance coverage shall apply to the fullest extent of Licensee’s insurance policy limits, or to the extent allowed by law, whichever is greater.
- TERMINATION/REVOCATION OF LICENSE:
- Licensor may terminate this Agreement and revoke the License immediately for cause, provided Licensor provides written notice of such revocation to Licensee, upon the following events: i) non-payment by the Licensee of the License Fee or any amounts that may be due and payable pursuant to the Agreement, ii) breach of any of the terms of this Agreement or these Terms and Conditions by Licensee including failure to fulfill any obligations herein, or iii) inappropriate, lewd or obscene behavior, conduct, or acts by the Licensee or Licensee’s invitees and guests. If Licensor revokes the License because of subsection iii) then Licensor shall refund the License Fee, less any amounts for damages caused by Licensee or Licensee’s invitees or guests. In all other instances of termination and revocation of the License, Licensor shall be entitled to retain all amounts paid to Licensor as liquidated damages and not as a penalty. Licensor further reserves the right to pursue any additional relief as may be granted by a court of competent jurisdiction. Time is of the essence with respect to each and every provision of the Agreement.
- In the event that Licensor breaches any provision of this Agreement, Licensee shall provide written notice of such breach to Licensor. Licensor shall have thirty days, or if within thirty days of the Invitational or applicable event commencement date, up until the event date, to cure such breach. If Licensor is unable to cure the breach, then Licensee shall have the option to terminate this Agreement immediately for cause and have the applicable License Fee refunded.
- Upon the termination of this Agreement, this Agreement shall become null and void, except that either party may enforce any and all obligations of the other party arising out of acts or failures to act occurring prior to such termination.
- NO WAIVER:
The failure by Licensor to enforce any provision of this Agreement, or any rights with respect hereto, or the failure to exercise any right in the event of a default, shall in no way be considered a waiver of such provisions, rights, or elections, or in any way affect the validity of this Agreement. The failure of Licensor to enforce any of such provisions will not affect it from later enforcing or exercising any rights it may have under the Agreement.
The Licensee agrees that it does not and shall not claim at any time any right, title, interest, or estate of any kind or extent whatsoever in the premises or any portion thereof, by virtue of this Agreement or any occupancy or use hereunder.
- DELIVERY OF WRITTEN NOTICE:
All notices given or required to be given under this Agreement shall be in writing and sent by personal delivery or registered mail to the parties at their respective addresses or other such address as may subsequently be given in writing by either party. Proper written notice shall not include notice by electronic media, such as “e-mail” or facsimile.
- NO PARTNERSHIP OR JOINT VENTURE:
Nothing in this Agreement is intended or shall be deemed to constitute a partnership or joint venture between the parties, or to create any employee/employer or agency relationship between the parties. Neither party shall hold itself out as a partner, joint investor or agent of the other under this Agreement.
- ENFORCEABILITY AND SEVERABILITY:
If any provision of this Agreement shall, in whole or in part, prove to be invalid or unenforceable for any reason, this Agreement shall remain in effect for all other provisions as if the invalid or unenforceable portion had not been part thereof.
- LICENSEE/PRINCIPAL DISPUTES (if applicable):
If applicable and in the event of any dispute between Licensee and Principal regarding this Agreement, Licensor in its discretion, shall have the right to:
- Terminate this Agreement pursuant to paragraph 12 above; and/or
- Deal directly with Principal, if any, to the exclusion of Licensee, in which event Licensee shall have no further rights pursuant to this Agreement and Licensor shall have not liability to Licensee hereunder; and/or
- Deal directly with Licensee, to the exclusion of Principal, if any, in which event Principal, shall have no further rights pursuant to this Agreement and Licensor shall have no liability to Principal hereunder.
The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of Florida, without giving effect to the principles of comity or conflicts of laws thereof.
- WAIVER OF JURY TRIAL:
API AND LICENSEE, TO THE EXTENT THEY MAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT, OR IN ANY WAY CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE EXTENT THEY MAY LEGALLY DO SO, API AND LICENSEE HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY.
- FORCE MAJEURE:
Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that results in the delay or cancellation of the event and is due to any of the following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic (including the COVID-19 pandemic), quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, or generalized lack of availability of raw materials or energy (“Force Majeure Events”). For the avoidance of doubt, Force Majeure Events shall not include a party’s financial inability to perform its obligations hereunder. In the event of such failure, Licensor or Licensee, as the case may be, shall use its best efforts to cure such cause and to resume performance.
- ATTORNEYS’ FEES AND COSTS:
In the event that it is necessary for an action (at law, in equity, or arbitration) to establish, obtain or enforce any right by either of the parties under this Agreement, then the prevailing party in such action or suit (after all appeal periods have expired) shall be entitled to reasonable attorneys’ fees, costs and expenses, including fees, costs and expenses for any such appeals).
- AUTHORIZED AGENT (if applicable):
If applicable and to the extent Licensee is entering into this Agreement on behalf of a Principal, Licensee represents and warrants that it is the authorized agent and representative of Principal and that it has all requisite authority to enter, and hereby does enter, into this Agreement and thereby to be bound by this Agreement and assume all obligations hereunder both individually and on behalf of Principal.
- RESERVATION OF RIGHTS:
Licensor reserves all rights not expressly granted to Licensee in this Agreement.
This Agreement does not grant Licensee an exclusive position at the Tournament. Licensee specifically acknowledges that Licensor may also enter into separate agreements with other companies, including companies competitive with Licensee.
This Agreement may be executed in several counterparts that together shall constitute but one and the same Agreement.
The financial terms and conditions of this Agreement and the substance of this Agreement are and shall remain confidential, and shall be communicated and available only to such employees or agents of either party with a legitimate business need to know such confidential terms and conditions. Each party shall be responsible for any breach of this Section by such party’s employees, related companies and/or agents and each such party shall cooperate with the other party to remedy the breach.
- NO CONSTRUCTION AGAINST DRAFTING PARTY:
Each party to this Agreement expressly recognizes that this Agreement results from a negotiation process in which each party was represented by counsel and contributed to the drafting of this Agreement. Given this fact, no legal or other presumptions against the party drafting this Agreement concerning its construction, interpretation or otherwise accrue to the benefit of any party to this Agreement, and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving this Agreement.
The parties agree, without prejudice to any other rights of Licensor, that Licensee is in default in the event of any and/or all of the following: (i) Licensee fails to make any and all payments required under this Agreement on or before 15 days after receipt of written notice that a payment has not been made; (ii) Licensee fails to observe or perform any and/or all material obligations required by this Agreement on or before 15 days after receipt of written notice that Licensee has failed to perform an obligation; (iii) Licensee files bankruptcy and/or is adjudicated to be bankrupt whether under federal, state and/or foreign laws; (iv) Licensee enters into and or becomes the subject of any reorganization proceeding, liquidation proceeding, receivership and/or similar proceeding whether under federal, state, and/or any foreign laws; and/or (v) Licensee, in the reasonable determination of Licensor (it is not necessary that any of the following actually occur but rather only that Licensor has a reasonable belief that the one or more of the following has occurred), becomes insolvent, fails to pay its debts when they come due, and/or does not have the ability to pay its debts when they come due. In the event of a default, Licensor may terminate this Agreement, without prejudice to the rights and remedies of Licensor, by giving written notice of termination to Licensee as provided in Section 12. The rights set forth in the preceding paragraph are in addition to all other rights and remedies provided under this Agreement and/or by applicable law.
This document, including the cover page, contains the entire Agreement of the parties relating to the subject matter contained herein. There are no promises, terms, conditions, rights or obligations other than those contained herein. This Agreement shall supersede all previous communications, representations, or agreement, whether verbal or written, between the parties hereto. No modification, alternation, or amendment to this Agreement shall be effective unless in writing and signed by both parties. This Agreement shall become a binding obligation on both parties hereto only upon full execution by the parties.