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Madison Square Garden Entertainment Corp. (MSGE)
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TERMS OF USE
MSG Terms of Use and End User License Agreement
IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER
OF CLASS ACTION RIGHTS AS DETAILED IN THE Dispute Resolution SECTION BELOW.
Last Updated: April 20, 2023
1. INTRODUCTION
The Terms of Use and End User License Agreement (“Terms”) is a legal agreement
between you and MSG Sports LLC, MSG Entertainment Holdings, LLC and Sphere
Entertainment Group, LLC (collectively, “MSG,” “we,” “us,” or “our”). The Terms
govern your use of any and all websites, mobile services, mobile applications,
software and any other electronic and/or digital products that are made
available by MSG and which include a link to or otherwise present these Terms
(collectively, the “Services”).
For the purposes of these Terms, the terms “MSG”, “we”, “us” and “our” includes,
without limitation, three groups of entities: (i) Madison Square Garden Sports
Corp. and each of its respective subsidiaries, divisions, affiliated entities
and business units as may change from time to time, including, without
limitation, MSG Sports, LLC, New York Knicks, New York Rangers, Westchester
Knicks, Hartford Wolf Pack (collectively, the “MSG Sports Family”); (ii) Madison
Square Garden Entertainment Corp. and each of its respective subsidiaries,
divisions, affiliated entities and business units, as may change from time to
time (including, without limitation, MSG Entertainment Holdings, LLC, Madison
Square Garden, the Arena and the Hulu Theater at Madison Square Garden, Radio
City Music Hall, The Beacon Theatre, The Chicago Theatre, The Rockettes and MSG
Interactive, LLC) (collectively, the “MSG Entertainment Family”); and (iii)
Sphere Entertainment Co. and each of its respective subsidiaries, divisions,
affiliated entities and business units, as may change from time to time
(including, without limitation, MSG Sphere Studios, LLC, MSG Las Vegas, LLC and
Sphere Entertainment Group, LLC and Sphere (collectively, the MSG Sphere
Family”)
The Terms apply regardless of the device used to access the Services, including
without limitation a personal computer, mobile device, consumer electronics
device, or any other technology or software known today or developed in the
future.
2. ACCEPTANCE OF TERMS; MODIFICATIONS TO TERMS
By accessing and using the Services or by uploading or posting any User Content
(as defined below) to the Services, you, your heirs, and assigns (collectively,
“you”) are indicating that you have read, understand, and accept and agree to be
bound by these Terms and the MSG Privacy Policy.
Except for Section 25, providing for a waiver of class action rights, MSG
reserves the right, at its sole discretion, to modify or replace the Terms or
the MSG Privacy Policy at any time. You shall be responsible for reviewing and
becoming familiar with any such modifications. Any changes will be incorporated
into the Terms and you should check the Terms and the MSG Privacy Policy
periodically for updates. Changes will be effective immediately and will apply
only on a going-forward basis unless otherwise provided. Use of the Services
following such modification constitutes your acceptance of the modified Terms.
If you do not agree to, or cannot comply with, the modified Terms, you must stop
using the Services.
* Privacy policy and Other Terms
Please review the MSG Privacy Policy, which is hereby incorporated by reference
(the “MSG Privacy Policy”) and governs our use and collection of your
information.
In the event that you are required to agree to any additional governing
agreement(s), including without limitation a terms of use, end user license
agreement, privacy policy, contest, sweepstakes or promotion terms
(collectively, “Other Governing Agreement”), in order to use, access and/or
download other MSG services, the Other Governing Agreement will govern to the
extent there is a conflict between these Terms and the Other Governing
Agreement.
* ELIGIBILITY
Access to and use of the Services is available only to individuals who are at
least 18 years old or the age of majority in the jurisdiction where you live,
whichever is older, and can form legally binding contracts under applicable law,
unless permitted by any Other Governing Agreement. By accessing or using the
Services, you represent and warrant that you are eligible and agree that you
will abide at all times by these Terms and any other agreements between you and
MSG regarding your use of the Services.
If you do not meet the eligibility requirements of this section, then you are
not permitted to use the Services and you agree that you will not use the
Services. In addition to any other rights that MSG may have in law or equity,
MSG reserves the right to suspend or terminate the account of any purported user
of the Services who does not meet the foregoing requirements.
* REGISTRATION, ACCOUNT SECURITY AND DISCLSOURES
You may access some of the Services without registering for an account. You may,
however, have the option to create an account when you user the Services. By
creating such account, you agree to: (i) provide accurate, current and complete
information about yourself as prompted (such information being the “Registration
Data”); (ii) maintain the security and confidentiality of your username and
password; (iii) promptly update the Registration Data to keep it accurate,
current and complete; (iv) ensure that others do not use your account; and (v)
notify MSG immediately in the event of unauthorized use of, or any other breach
of security related to your account.
If you provide any Registration Data that is inaccurate, not current or
incomplete, or MSG has reasonable grounds to suspect that such Registration Data
is inaccurate, not current or incomplete, MSG may deny you access to Services
requiring registration or terminate your account, at its sole discretion. You
agree that MSG is not liable for any loss or damage resulting from your failure
to maintain the confidentiality of your account as provided herein. MSG may
assume that any communications MSG receives from your account were sent or
authorized by you.
You acknowledge and agree that MSG is authorized to act on instructions received
through use of your username and password (and/or the Subscription Data, if
applicable), and that MSG may, but is not obligated to, deny access or block any
transaction made through use of your username and password (and/or Subscription
Data, if applicable) without prior notice if we believe in our sole discretion
such information is being used by someone other than you, or for any other
reason.
You acknowledge, consent and agree that MSG may access, preserve and disclose
your Registration Data and/or Subscription Data and User Content (defined below)
if required to do so by law or in a good faith belief that such access,
preservation, or disclosure is reasonably necessary: (i) to comply with legal
process; (ii) to enforce these Terms or the MSG Privacy Policy; (iii) to respond
to claims that any content violates the rights of third parties; (iv) to respond
to your requests for customer service; or (v) to protect the rights, property,
or personal safety of MSG, its users and/or the public.
* ACCESS TO THE SERVICES
You must provide at your own expense the equipment, Internet connections and/or
devices, as may be required to access and/or use the Services. MSG does not
guarantee that the Services or all portion(s) thereof can be accessed on all
devices or wireless service plans. MSG does not guarantee that the Services are
available in all geographic locations. You acknowledge that when you use this
Services, your wireless carrier and/or other telecommunications provider may
charge you fees for content, access, data, messaging, and/or other wireless
access. Check with your applicable provider(s) to see if there are any such fees
that apply to you.
* USER CONTENT
The Services may enable you to submit, post, upload, or otherwise make available
through the Services content such as video clips, photographs, public messages,
ideas, comments and other content (collectively, “User Content”) that may or may
not be viewable by other users. When submitting User Content on or through your
use of any of the Services, you agree to abide by these Terms and the below Code
of Conduct.
You acknowledge and agree that all User Content, whether publicly posted or
privately transmitted, is the sole responsibility of the person from whom the
User Content originated. You represent and warrant that you have all required
rights to submit, post, upload or otherwise use or disseminate such User Content
on or through the Services without violating any third-party rights.
When you submit User Content on or through your use of any of the Services, you
grant MSG a world-wide, perpetual, irrevocable, royalty-free, non-exclusive, and
sub-licensable license to use, copy, distribute, reproduce, modify, edit, adapt,
publicly perform, publicly display, translate, create derivative works from, and
publish such User Content, in whole or in part, in any format or medium now
known or developed in the future, including without limitation for promoting and
redistributing part or all of the Services (and derivative works thereof) in any
media formats and through any media channels. Notwithstanding the above, you
shall retain your intellectual property rights in your User Content.
You acknowledge and agree that your user Registration Data and/or Subscription
Data may be associated with any User Content that you submit, post, upload, or
otherwise make available through the Services. You agree that you will
indemnify, defend, and hold harmless MSG for all claims resulting from User
Content you post. MSG reserves the right, at its own expense, to assume the
exclusive defense and control of such disputes, and in any event, you will
cooperate with us in asserting any available defenses.
You acknowledge and agree that MSG and its designees may or may not, at MSG’s
discretion, pre-screen User Content before its appearance on the Services, but
that MSG has no obligation to do so. You further acknowledge and agree that MSG
reserves the right (but does not assume the obligation) in its sole discretion
to reject, move, edit or remove any User Content that is contributed to the
Services. Without limiting the foregoing, MSG and its designees shall have the
right to remove any User Content that violates the Terms or is otherwise
objectionable in MSG’s sole discretion. You are solely responsible for your
interactions with other users of the Service. MSG reserves the right, but has no
obligation, to monitor disputes between you and other users.
You acknowledge and agree that MSG does not verify, adopt, ratify, or sanction
User Content, and you agree that you must evaluate and bear all risks associated
with your use of User Content or your reliance on the accuracy, completeness, or
usefulness of User Content. You understand that by using the Services, you may
be exposed to User Content that you may consider offensive or objectionable.
You also acknowledge that MSG is a provider of an interactive computing service
as set forth the Communications Decency Act, 47 U.S.C. §230. MSG expressly
reserves its rights to not be treated as the publisher or speaker of any
information provided by another information content provider on or through the
Services.
CODE OF CONDUCT
You promise not to use the Services for any purpose that is unlawful or
prohibited by these Terms, or any other purpose not reasonably intended by MSG.
By way of example, and not as a limitation, you agree:
* that you will not abuse, harass, impersonate, intimidate or threaten other
users.
* that you will not post any content that degrades others on the basis of
gender, race, class, ethnicity, national origin, religion, sexual preference,
sexual identity, disability or other classification.
* that you will not post any content that is unlawful, harmful, tortious,
defamatory, libelous, obscene, or invasive of another’s privacy.
* that you will not make available through the Services any information that
infringes any intellectual property, publicity or privacy rights of any other
person or entity.
* that you will not copy, download (other than through page caching necessary
for personal use, downloading a mobile application, or as otherwise expressly
permitted by these Terms), modify, distribute, transmit, display, perform,
reproduce, broadcast, duplicate, publish, license, create derivative works
from, or offer for sale any content or other information contained on or
obtained from or through the Services other than your own User Content as set
forth herein, by any means except as provided for in these Terms or with the
prior written consent of MSG.
* that you will not scrape, access, monitor, index, frame, link, or copy any
content or information on the Services by accessing the Services in an
automated way, using any robot, spider, scraper, web crawler, or using any
method of access other than manually accessing the publicly-available
portions of the Services through a browser or accessing the Services through
any approved mobile application or API.
* that you will not violate the restrictions in any robot exclusion headers of
the Services, if any, or bypass or circumvent other measures employed to
prevent or limit access to the Services.
* that you will not post material that advocates illegal activity or discusses
illegal activities with the intent to commit them (in either case as
determined by MSG in its sole discretion).
* that you will not post or otherwise make available any material that contains
any software, device, instructions, computer code, files, programs and/or
other content or feature that is designed to interrupt, destroy or limit the
functionality of any computer software or hardware or telecommunications
equipment (including without limitation any time bomb, virus, software lock,
worm, self-destruction, drop-device, malicious logic, Trojan horse, trap
door, “disabling,” “lock out,” “metering” device or any other malicious
code).
* that you will not post or do anything that could disable, overburden, or
impair the proper working of the Services.
* that you will not post material that impedes or otherwise prohibits
communication; disrupts the discussion including, without limitation, using
fan names in topical boards that are offensive to the topic, the team, the
performer, the sport and/or its fans, or repeatedly posting off-topic
messages in a topical message board.
* that you will not post, utilize or otherwise make available any other party’s
intellectual property unless you have the right to do so, whether through an
assignment of rights, use waiver, license, fair-use exception, or under
generally accepted news practices.
* that you will not post any trade secrets or other confidential or proprietary
information, or post any material that you do not have a right to make
available under any law or under contractual or fiduciary relationships,
including but not limited to inside information, proprietary and confidential
information learned or disclosed as part of employment relationships or under
non-disclosure agreements.
* that you will not falsely state or otherwise misrepresent your affiliation
with a person or entity, or impersonate any person or entity in a manner that
does not constitute parody.
* that you will not provide false information about you or any other person
through the Services
* that you will not through misrepresentation or otherwise, solicit personal or
sensitive information from other users such as address, credit card or
financial account information, or passwords.
* that you will not violate the law or encourage conduct that would constitute
a criminal offense or give rise to civil liability.
* that you will not download or use the Services if you are under the age of
18, regardless of any age rating that is given to the Services by any third
party.
* That you will deny access to the Services to children under the age of 18,
and you will monitor the use of Services so that it may not be used by
children under the age of 18.
* that you will be responsible for any use of your credit card or other payment
instrument in the Services by anyone under the age of 18.
* that you will use the Services for personal and non-commercial purposes only.
* that you will not use the Services to advertise, solicit or transmit
commercial advertisements, including without limitation junk e-mail, spam,
spim (e.g., unsolicited text messages), or any other unsolicited messages
regardless of the medium (e.g., email, text, SMS, chat)
* that you will use the Services only for lawful purposes. This means that you
will not use the Services to directly or indirectly violate any applicable
law, rule or regulation or use the Services in any manner that would promote,
aid or abet the violation of any applicable law, rule or regulation.
* that you will not transfer, sell or trade the Services to anyone without
written permission from MSG.
* that you will not sell or otherwise transfer your Registration Data or
Subscription Data.
* that you will not use or access a version of the Services that has been
transferred, sold or traded from another user without written permission from
MSG, except as permitted by these Terms.
* that you will not use the Services a way that violates these Terms, any Other
Governing Agreement or any guidelines or policies posted by MSG.
* that you will not use the Services to facilitate violations of these Terms or
the MSG Privacy Policy.
* that you will not use the Services in a way that interferes with any other
party’s use and enjoyment of the Services.
Violation of this Code of Conduct may result in the removal of your content from
the Services and/or the canceling of your account or right and ability to use
the Services. You acknowledge and agree that MSG may in its sole discretion
remove any User Content, block access to the Services or the content therein,
and terminate any account at any time for any reason or no reason. To report
violations of these Terms, please contact us at msgfeedback@msg.com.
* LIMITED LICENSE GRANT
This section sets forth your limited license to use the Services (“License”).
The Services are licensed to you, not sold.
A. Grant. Through your access, use, downloading, and/or installation of the
Services, you are acquiring and MSG grants you a personal, limited,
non-exclusive, non-transferable license to install, use and access the Services
for your non-commercial use as set forth in this License. Your acquired rights
are subject to your compliance with this License. Any commercial use is
prohibited. You are expressly prohibited from sub-licensing, renting, leasing,
transferring or otherwise distributing the Services or any rights to use the
Services (including, without limitation, your Registration Data, Subscription
Data and/or any other similar information). The term of your License shall
commence on the date that you install or otherwise access or use the Services,
and shall end on the earlier of the date that you dispose of the Services, or
MSG’s termination of this License.
B. Further Restrictions. Your right to use the Services is limited to the
license grant above, and you may not otherwise copy, display, seek to disable,
distribute, perform, publish, modify, transfer, create works from, or use the
Services or any component of it, except as expressly authorized by MSG. Unless
expressly authorized in writing by MSG, you are prohibited from making the
Services (and/or a copy of the Services) available on or over a network where it
could be used and/or downloaded by multiple users. You may not remove or alter
any of MSG’s trademarks and/or logos, any legal notices included in the Services
and/or any related assets. Your right to use the Services is also predicated on
your compliance with any applicable terms of agreements you have with third
parties when using the Services.
C. Reservation of Rights. You have obtained a license to the Services and your
rights are subject to this License. Except as expressly licensed to you herein,
MSG and its licensors reserve all right, title and interest in the Services
(including, without limitation, all video, footage, characters, storyline,
images, photographs, animations, statistics, graphics, music, text, and any
other materials in the Services), and all associated copyrights, trademarks, and
other intellectual property rights therein. This License is limited to the
intellectual property rights of MSG and its licensors in the Services and does
not include any rights to other patents or intellectual property. Except to the
extent permitted under applicable law, you may not decompile, disassemble, or
reverse engineer the Services, or any component thereof, by any means
whatsoever. You may not remove, alter, or obscure any product or brand
identification, copyright, or other intellectual property notices in the
Services. All rights not expressly granted herein are reserved by MSG.
D. Termination. This License is effective until terminated. Your rights under
this License will terminate immediately and automatically without any notice
from MSG if you fail to comply with any of provision of these Terms. Promptly
upon termination, you must cease all use of the Services and destroy all copies
of the Services in your possession or control. Termination will not limit any of
MSG’s other rights or remedies under these Terms, at law or in equity. Sections
2 through 20; 25, 26 and 27 and any supplemental terms of this License shall
survive termination or expiration of this License for any reason.
1. PURCHASES; AVAILABILITY; FEES
The provisions of this Section shall apply in the event and to the extent that
functionality to purchase products or services is made available to you by or
through the Services:
A. Purchases; Order Processing. You may purchase products or services using the
Services if you are 18 years of age or older, or the age of the majority in the
jurisdiction where you live, whichever is older. You agree to pay in full all
prices and fees (including, without limitation, all applicable taxes) for any
purchases you, or anyone using your account, make using the Services, via the
credit, debit or charge card or other payment means acceptable to MSG that you
provide concurrently with your order or is associated with your account. You may
be asked by MSG or its designee (or, if such product or service is being made
available by a third-party provider, by such third-party provider) to supply
certain information relevant to your purchase, including, without limitation,
credit card number, expiration date, billing address and shipping information.
Verification of information may be required prior to acceptance of any order
through the Services. If payment is not received by MSG from your credit, debit
or charge card issuer or its agents or other payment service provider, you agree
to promptly pay all amounts due upon demand by MSG. MSG may, in its sole
discretion, choose to not process or to cancel your order in certain
circumstances. This may occur, for example, when the product you wish to
purchase is out of stock or is unavailable, or if MSG suspects the request is
fraudulent. MSG will either not charge you or refund the charges for orders that
MSG does not process or cancels.
B. Prices; Product Descriptions. MSG may revise any or all of the fees and
prices associated with products or services at any time for any or no reason.
Further, MSG does not guarantee that product descriptions or other content will
be accurate or timely. Verification of information may be required prior to
acceptance of any order through the Services. Descriptions and images of, and
references to, products or services do not imply our or any of our affiliates’
endorsement thereof. Moreover, MSG and its third party operational service
providers reserve the right, with or without prior notice, for any or no reason,
to: (i) change product descriptions, images, and references; to limit the
available quantity of any product or service; honor, or refuse to honor, any
coupon, coupon code, promotional code or other similar promotions; and/or refuse
to provide any visitor to, or use of the Services with any product or service;
(ii) bar you and/or any other user from conducting any or all transaction(s);
and/or (iii) refuse to provide you and/or any other user with any product.
Further, if MSG terminates your use of or registration to the Services because
you have breached these Terms, you shall not be entitled to a refund of any
unused portion of any fees, payments or other consideration.
C. Order Changes and Cancellations. MSG CANNOT CHANGE OR CANCEL AN ORDER ONCE IT
HAS BEEN PROCESSED AND THEREFORE, YOU WILL REMAIN RESPONSIBLE FOR ALL FEES
ASSOCIATED WITH ANY SUCH ORDER.
D. Returns and Exchanges. Price and availability of any product or service
offered via the Services is subject to change without notice. Refunds and
exchanges shall be subject to MSG’s refund and exchange policies, as may be made
available by MSG and updated by MSG from time to time; provided that it is
understood and agreed that refunds or exchanges may not be permitted. You agree
to pay all charges that may be incurred by you or on your behalf through the
Services, at the price(s) in effect when such charges are incurred, including
all shipping and handling charges.
E. Your Representations for Purchases. YOU REPRESENT AND WARRANT THAT YOU HAVE
THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MEANS USED BY YOU OR
THROUGH YOUR REGISTRATION DATA OR SUBSCRIPTION DATA TO PURCHASE ANY SUCH PRODUCT
AND/OR SERVICE. You will be responsible for any overdraw, late or other
fees/penalties imposed by your payment provider.
1. Emails and other Communications from MSG
You may receive certain commercial communications from MSG. You understand and
agree that these communications are part of your use of the Services, and that
you may opt out of receiving these communications at any time by either using
the unsubscribe functionality in such communications or sending an email to
privacychoices@msg.com.
2. Location and Push Notifications And Other Technologies
The Services may allow access to or make available opportunities for you to view
certain live streaming video and receive other products, content, services
and/or other materials based on your location. To make these opportunities
available to you, the Services may determine your location using one or more
reference points, such as GPS, web beacons and/or software within your mobile
device. If you have set your mobile device to disable GPS, Bluetooth or other
location determining software or do not authorize the Services to access your
location data, the Services may not be able to determine your location and you
will not be able to access live streaming video or other products, content
and/or services. For more information about how the Services collects, uses and
retains your information, please read the MSG Privacy Policy.
The Services also may use push notifications to devices that support the
transmission of such notifications or alerts. MSG may use push notifications to
send you messages regarding offers, products, events, and other promotions and
related alerts, as well as informational and/or administrative messages. After
downloading the Services, you may be asked to accept or deny push notifications
on your device. If you deny, you will not receive any push notifications on
that device. If you accept, push notifications will be automatically sent to
you on that device. If you no longer wish to receive push notifications from
this Services, you may opt out by changing your notification settings on your
device. The device manufacturer, not MSG, controls these notification settings.
Additionally, the Services may contain features that may allow you to provide
information about your location to mapping services. By using those features
(if applicable), you agree to be bound by the terms of use that apply to those
mapping services, which may include, as applicable, the Google Maps/Earth Terms
of Service available at http://www.google.com/intl/en_ALL/help/terms_maps.html.
13. LINKS
The Services may provide links to third-party websites or resources, including,
but not limited to, social media platforms or those that sell tickets. Because
MSG has no control over such sites and resources, you acknowledge and agree that
MSG is not responsible for the availability of such external sites or resources,
and does not endorse and is not responsible or liable for (i) any content,
advertising, products, or other materials on or available from such sites or
resources, (ii) any errors or omissions in these websites or resources, or (iii)
any information handling practices or other business practices of the operators
of such sites or resources. You further acknowledge and agree that MSG shall not
be responsible or liable, directly or indirectly, for any damage or loss caused
or alleged to be caused by or in connection with use of or reliance on any
linked sites or resources. We encourage you to review the terms of use and
privacy policies of such third party sites.
14. ADVERTISERS
Your correspondence or business dealings with, or participation in promotions
of, advertisers found on or through the Services, including payment and delivery
of related goods or services, and any other terms, conditions, warranties or
representations associated with such dealings, are solely between you and such
advertiser.
You agree that MSG shall not be responsible or liable for any loss or damage of
any sort incurred as the result of any such dealings or as the result of the
presence of such advertisers on or through the Services.
15. UPDATES TO THE SERVICES
You agree that the Services may automatically download and install updates,
upgrades and additional features that MSG deems reasonable, beneficial to you
and/or reasonably necessary. You acknowledge and agree that any obligation MSG
may have to support the previous version(s) may be ended upon the availability
of the update, upgrade and/or implementation of additional features. This
License shall apply to any updates, upgrades and/or additional features that are
not distributed with a separate license or other agreement.
16. COPYRIGHT COMPLAINTS/DIGITAL MILLENNIUM COPYRIGHT ACT
MSG has a policy of, in appropriate circumstances and at its discretion,
terminating the accounts of users who infringe the intellectual property of
others, including accounts of repeat infringers. If you believe that your work
has been copied in a way that constitutes copyright infringement, or your
intellectual property rights have been otherwise violated, please provide MSG’s
Copyright Agent a notice containing the following information:
A. an electronic or physical signature of the person authorized to act on behalf
of the owner of the copyright or other intellectual property interest that has
allegedly been infringed;
B. identification of the copyrighted work or other intellectual property that
you claim has been infringed, or, if multiple copyrighted works at a single
online location are covered by a single notification, a representative list of
such works at that location;
C. identification of the material that is claimed to be infringing or to be the
subject of infringing activity, and that is to be removed or access to which is
to be disabled, and information reasonably sufficient to permit the service
provider to locate the material;
D. your address, telephone number, and email address;
E. a statement by you that you have a good faith belief that the disputed use is
not authorized by the copyright owner, its agent, or the law; and
F. a statement by you that the above information in your notice is accurate and,
under penalty of perjury, that you are the copyright or intellectual property
owner or authorized to act on the copyright or intellectual property owner’s
behalf.
You may send your claims of copyright or other intellectual property
infringement as follows:
For claims to be made in respect of the MSG Entertainment Family’s websites and
other digital services, please send your claims to MSG’s Copyright Agent at the
following address:
Madison Square Garden Copyright Agent
MSG Entertainment Holdings, LLC
2 Penn Plaza, 19th Floor
New York, NY 10121
Tel: (212) 465-6000
Email: copyright.agent@msg.com
For claims to be made in respect of the MSG Sports Family’s websites and other
digital services, please send your claims to MSG Sports Copyright Agent at the
following address:
MSG Sports Copyright Agent
MSG Sports, LLC
2 Penn Plaza
New York, NY 10121
Phone: 2124656000
Email: copyright.agent@msgsports.com
For claims to be made in respect of the MSG Sphere Family’s websites and other
digital services, please send your claims to MSG Sphere Copyright Agent at the
following address:
MSG Sphere Copyright Agent
Sphere Entertainment Group, LLC
2 Penn Plaza
New York, NY 10121
Phone: 2124656000
Email: copyright.agent@msg.com
17. LEGAL NOTICES
Any notices of allegations of potential violation of applicable law by MSG,
where such notice is required to be provided prior to the initiation of an
action against MSG, shall be sent to privacychoices@msg.com with the subject
line “Legal Notice”.
18. INDEMNIFICATION AND RELEASE
By using the Services, you agree to defend, indemnify, release and to hold
harmless MSG, and their parents, subsidiaries, affiliates, partners,
co-sponsors, and agencies, as well as the officers, directors, employees,
shareholders and representatives of MSG from and against any claims,
liabilities, damages, losses, actions or expenses, including without limitation
reasonable legal and accounting fees, of any kind, arising out of or in any way
connected with (i) you access to our use of Services or your violation of these
Terms; (ii) your User Content; (iii) your interaction with any other users; or
(iv) any claims made by any third party in connection with your use of the
Services, the receipt, ownership, use or misuse of any products or services made
available on or through the Services.
We reserve the right, at our own expense to assume the exclusive defense and
control of such disputes, and in any event you will cooperate with us in
asserting any available defenses.
Notwithstanding the foregoing paragraph, if you are a resident of New Jersey,
you only agree to release, defend, indemnify, and hold MSG and their respective
parents, subsidiaries, affiliates, partners, co-sponsors, and agencies, as well
as the officers, directors, employees, shareholders and representatives of any
of the foregoing entities, harmless from and against any third-party claims,
liabilities, damages, losses, and expenses, including without limitation
reasonable legal and accounting fees, arising out of or in any way connected
with your violation of these Terms.
If you are a California resident, you waive California Civil Code Section 1542,
which provides:
A general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release, which
if known by him or her must have materially affected his or her settlement with
the debtor.
If you are not a California resident, you waive your rights under any statute or
common law principle similar to Section 1542 that governs your rights in the
jurisdiction of your residence.
19. WARRANTY DISCLAIMERS
THE SERVICES AND ALL RELATED CONTENT, PRODUCTS, AND MATERIALS PROVIDED OR MADE
AVAILABLE ON OR THROUGH THE SERVICES ARE PROVIDED TO YOU “AS IS,” WITH ALL
FAULTS, WITHOUT WARRANTY OF ANY KIND, WITHOUT PERFORMANCE ASSURANCES OR
GUARANTEES OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. THE ENTIRE RISK OF
SATISFACTORY QUALITY AND PERFORMANCE RESIDES WITH YOU. MSG AND THEIR RESPECTIVE
PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, SPONSORS, AND AGENCIES, as well as
the LICENSORS, AGENTS, Members, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS,
AND REPRESENTATIVES of any of the FOREGOING DO NOT MAKE, AND HEREBY DISCLAIM,
ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR
A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND WARRANTIES (IF
ANY) ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. MSG DOES NOT
WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICES; THAT THE
SERVICES WILL MEET YOUR REQUIREMENTS; THAT OPERATION OF THE SERVICES WILL BE
UNINTERRUPTED OR ERROR-FREE; THAT THE SERVICES WILL INTEROPERATE OR BE
COMPATIBLE WITH ANY OTHER SERVICES OR EQUIPMENT; THAT ANY ERRORS IN THE SERVICES
WILL BE CORRECTED; OR THAT THE SERVICES WILL BE AVAILABLE FOR REINSTALLATION TO
THE SAME OR MULTIPLE DEVICES OR EQUIPMENT. NO ORAL OR WRITTEN ADVICE PROVIDED BY
MSG, APPLE INC. (“APPLE”), GOOGLE INC. OR ANY AUTHORIZED REPRESENTATIVE SHALL
CREATE A WARRANTY.
MSG ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR
FAILURE TO PROVIDE ANY CONTENT OR TO STORE ANY PERSONALIZATION SETTINGS OR USER
MATERIALS.
ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DOWNLOADED
AND USED AT YOUR SOLE DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR
ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, SOFTWARE, TECHNOLOGY OR LOSS
OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.
20. LIMITATION ON LIABILITY
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL MSG OR
THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, SPONSORS, AND
AGENCIES, AS WELL AS THE LICENSORS, AGENTS, Members, OFFICERS, DIRECTORS,
EMPLOYEES, SHAREHOLDERS AND REPRESENTATIVES OF ANY OF the foregoing BE LIABLE TO
YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE
GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER
AND/OR DEVICE FAILURE OR MALFUNCTION OR ANY OTHER FORM OF DIRECT OR INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION
ARISING OUT OF OR RELATED TO THESE TERMS, THE LICENSE, OR THE SERVICES WHETHER
ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR ANY OTHER
LEGAL THEORY, AND WHETHER OR NOT MSG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE, EVEN IF A LIMITED REMEMDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF
ITS ESSENTIAL PURPOSE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MSG’S LIABILITY TO
YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT
ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO MSG FOR GENERAL USE
OF THE SERVICES DURING THE TERM OF YOUR USE OF THE SERVICES.
THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO NEW JERSEY
RESIDENTS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE
LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
21. OUR PROPRIETARY RIGHTS
All title, ownership and intellectual property rights in and to the Services are
owned by MSG, or their respective licensors. You acknowledge and agree that the
Services contain proprietary and confidential information that is protected by
applicable intellectual property and other laws. Except as expressly authorized
by MSG, you agree not to modify, rent, lease, loan, sell, distribute or create
derivative works based on the Services, in whole or in part.
The Services are owned and operated by MSG and contain material which is derived
in whole or in part from material supplied by MSG and its affiliates,
subsidiaries and partners, as well as other sources, and is protected by United
States copyright laws, international treaty provisions, trademarks, service
marks and other intellectual property laws. The Services are also protected as
a collective work or compilation under U.S. copyright and other law and
treaties. You agree to abide by all applicable copyright and other laws, as well
as any additional copyright notices or restrictions contained in the Services.
You acknowledge that the Services have been developed, compiled, prepared,
revised, selected, and arranged by MSG and others through the application of
methods and standards of judgment developed and applied through the expenditure
of substantial time, effort, and money and constitutes valuable intellectual
property of MSG and such others. You agree to protect the proprietary rights of
MSG and all others having rights in the Services during and after the term of
these Terms and to comply with all reasonable written requests made by MSG or
its suppliers and licensors of content or otherwise (“Suppliers”) to protect
their and others’ contractual, statutory, and common law rights in the Services.
You agree to notify MSG immediately upon becoming aware of any unauthorized
access or use of the Services by any individual or entity or of any claim that
the Services infringe upon any copyright, trademark, or other contractual,
statutory, or common law rights. All present and future rights in and to trade
secrets, patents, copyrights, trademarks, service marks, know-how, and other
proprietary rights of any type under the laws of any governmental authority,
domestic or foreign, including rights in and to all applications and
registrations relating to the Services shall, as between you and MSG, at all
times be and remain the sole and exclusive property of MSG.
You may not use any of MSG’s trademarks, trade names, service marks, copyrights,
or logos in any manner which creates the impression that such items belong to or
are associated with you or, except as otherwise provided herein, are used with
MSG’s consent, and you acknowledge that you have no ownership rights in or to
any such items.
You may not modify, copy, reproduce, republish, upload, post, transmit or
distribute in any way any material from the Services, including content, code
and software (collectively, “Material”) unless specifically granted written
permission to do so by MSG. MSG Material may include inaccuracies or
typographical errors. MSG has the right but not the obligation to make changes
and updates to any Material without prior notice.
22. .SMS Terms and Conditions
The provision and delivery of text messages by MSG or our text message service
providers is governed by our SMS Terms and Conditions, which are expressly
incorporated herein.
23. FORCE MAJEURE
The failure of MSG to comply with any provision of these Terms due to any cause
outside MSG’s reasonable control, including, without limitation, an act of God,
hurricane, fire, flood earthquake or other natural disaster, war or other
military action, civil disturbance, riot, epidemic or pandemic, terrorism, and
act of public enemy, strikes or labor disputes, failure of essential services
(e.g. power failures), actions of governmental authorities outside of the
control of MSG (excepting compliance with applicable codes and regulations) or
other force majeure event will not be considered a breach of these Terms.
24. TERMINATION
MSG may terminate or suspend the Services and/or your account immediately,
without prior notice or liability. Grounds for such termination shall include,
but not be limited to (a) breaches or violations of the Terms (including,
without limitation, the Code of Conduct), the MSG Privacy Policy, or other
agreements and/or guidelines, (b) requests for termination by law enforcement or
government agencies, (c) discontinuance or material modification of the Services
(or any part thereof), (d) unexpected technical or security issues or problems,
(e) extended periods of inactivity and/or (f) to protect the rights, property or
safety of MSG, its agents and affiliates, its users and the public. Upon
termination of your account, your right to use the Services will immediately
cease. Termination of your account may include removal of access to all
offerings requiring registration and, at MSG’s sole discretion, the deletion of
your account and/or User Content. You agree that MSG shall not be liable to you
or any third party for any modification, suspension or discontinuance of the
Services or associated services. If you wish to terminate your account, you may
simply discontinue using the Services or contact us at msgfeedback@msg.com via
an email expressly stating that you wish to terminate your account. All
provisions of these Terms, which by their nature should survive termination,
shall survive termination, including, without limitation, ownership provisions,
warranty disclaimers, indemnity, limitations of liability, and dispute
resolution provisions.
25. DISPUTE RESOLUTION
PLEASE READ THIS “DISPUTE RESOLUTION” SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY
AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A
LAWSUIT FILED IN COURT.
A. Informal dispute resolution procedure. If a dispute arises between you and
MSG, we are committed to working with you to reach a reasonable resolution.
For any such dispute, both parties acknowledge and agree that they will
first make a good faith effort to resolve it informally before initiating
any formal dispute resolution proceeding in arbitration or otherwise. This
requires first sending a written description of the dispute to the other
party. For any dispute you initiate, you agree to send the written
description of the dispute along with your contact information to the
following email address: Dispute.Resolution@msg.com. For any dispute that
MSG initiates, we will send our written description of the dispute to latest
email address we have on file for you Account. The written description must
be on an individual basis and provide, at minimum, the following
information: your name; a description of the nature or basis of the claim or
dispute; and the specific relief sought. If the dispute is not resolved
within sixty (60) days after receipt of the written description of the
dispute, you and MSG agree to the further dispute resolution provisions
below.
The above process for an informal dispute resolution process is required
before you may commence any formal dispute resolution proceeding. The
parties agree that any relevant limitations period and filing fees or other
deadlines will be tolled while the parties engage in this informal dispute
resolution process.
B. Mutual arbitration agreement. You and MSG agree that all claims, disputes,
or disagreements that may arise out of the interpretation or performance of
the Services, which includes these Terms (including its formation,
performance, and breach) or payments by or to MSG, or that in any way relate
to the provision or use of the Services, your relationship with MSG, or any
other dispute with MSG, shall be resolved exclusively through binding
arbitration in accordance with this Section 25 (collectively, the
“Arbitration Agreement”). This includes claims that arose, were asserted, or
involve facts occurring before the existence of this Arbitration Agreement
or any prior agreement as well as claims that may arise after the
termination of this Arbitration Agreement, in accordance with the notice and
opt-out provisions set forth in Section 25(J) and (K). You and MSG expressly
agree that this Arbitration Agreement evidences a transaction involving
interstate commerce and shall be governed by the Federal Arbitration Act
(“FAA”). If for whatever reason the rules and procedures of the FAA cannot
apply, the state law governing arbitration agreements in the state in which
you reside shall apply.
Except as set forth in this Section 25(b), the arbitrator or arbitration
body, and not any federal, state or local court or agency, shall have
exclusive authority to resolve all disputes arising out of or relating to
the interpretation, applicability, enforceability or formation of these
Terms and this Arbitration Agreement, including, but not limited to any
claim that all or any part thereof are void or voidable, whether a claim is
subject to arbitration, and any dispute regarding the payment of
administrative or arbitrator fees (including the timing of such payments and
remedies for nonpayment). The arbitrator or arbitration body shall be
empowered to grant whatever relief would be available in a court under law
or in equity.
Notwithstanding the parties’ decision to resolve all disputes through
arbitration, each party retains the right to (i) elect to have any claims
resolved in small claims court on an individual basis for disputes and
actions within the scope of such court’s jurisdiction, regardless of what
forum the filing party initially chose; (ii) bring an action in state or
federal court to protect its intellectual property rights (“intellectual
property rights” in this context means patents, copyrights, moral rights,
trademarks, and trade secrets and other confidential or proprietary
information, but not privacy or publicity rights); and (iii) seek a
declaratory judgment, injunction, or other equitable relief in a court of
competent jurisdiction regarding whether a party’s claims are time-barred or
may be brought in small claims court. Seeking such relief shall not waive a
party’s right to arbitration under this Arbitration Agreement, and any filed
arbitrations related to any action filed pursuant to this paragraph shall
automatically be stayed pending the outcome of such action.
You and MSG agree to submit to the personal jurisdiction of any federal or
state court in New York, NY in order to compel arbitration, to stay
proceedings pending arbitration, or to confirm, modify, vacate, or enter
judgment on the award entered by the arbitrator; and in connection with any
such proceeding, further agree to accept service of process by U.S. mail and
hereby waive any and all jurisdictional and venue defenses otherwise
available.
Except as set forth in Section 25(C) below, if any provision of this
Arbitration Agreement is found by an arbitrator or court of competent
jurisdiction to be invalid, the parties nevertheless agree that the
arbitrator or court should endeavor to give effect to the parties’
intentions as reflected in the provision, and the other provisions thereof
remain in full force and effect.
THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A
JUDGE OR JURY WILL DECIDE THE CLAIM, AND THAT RIGHTS TO PREHEARING EXCHANGE
OF INFORMATION AND APPEALS MAY BE LIMITED IN ARBITRATION. YOU HEREBY
ACKNOWLEDGE AND AGREE THAT YOU AND MSG ARE EACH WAIVING THE RIGHT TO A TRIAL
BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
C. Class arbitration and collective relief waiver. YOU AND MSG ACKNOWLEDGE AND
AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT
OTHERWISE IN THIS SECTION 25(C) AND SECTION 25(G) BELOW, ANY ARBITRATION
SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR
OTHER CONSOLIDATED ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR
OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO
RESOLVE AN INDIVIDUAL PARTY’S CLAIM, UNLESS MSG PROVIDES ITS CONSENT TO
CONSOLIDATE IN WRITING.
If there is a final judicial determination that either this “Class
arbitration and collective relief waiver” provision or the provisions in
Section 25(G) are not enforceable as to a particular claim or request for
relief, then the parties agree that that particular claim or request for
relief may proceed in court but shall be severed and stayed pending
arbitration of the remaining claims. This provision does not prevent you or
MSG from participating in a class-wide settlement of claims.
D. Arbitration rules. The arbitration will be administered by National
Arbitration and Mediation (“NAM”). If NAM is not available to arbitrate, the
parties will select an alternative arbitration provider, but in no event
shall any arbitration be administered by the American Arbitration
Association. Except as modified by this “Dispute Resolution” provision, NAM
will administer the arbitration in accordance with the NAM Comprehensive
Dispute Resolution Rules and Procedures, Fees For Disputes When One of the
Parties is a Consumer and the Mass Filing Dispute Resolution Rules and
Procedures in effect at the time any demand for arbitration is filed with
NAM, excluding any rules or procedures governing or permitting class or
representative actions. The applicable NAM rules and procedures are
available at www.namadr.com or by emailing National Arbitration and
Mediation’s Commercial Dept at commercial@namadr.com.
E. Initiating arbitration. Only after the parties have engaged in a good-faith
effort to resolve the dispute in accordance with the “Informal dispute
resolution procedure” provision, and only if those efforts fail, then either
party may initiate binding arbitration as the sole means to resolve claims
using the procedures set forth in the applicable NAM rules. If you are
initiating arbitration, a copy of the demand shall also be emailed to
Dispute.Resolution@msg.com. If MSG is initiating arbitration, it will serve
a copy of the demand to the email address associated with your account or
the email that MSG has on file for you. The arbitrator has the right to
impose sanctions in accordance with the NAM rules and procedures for any
frivolous claims or submissions the arbitrator determines have not been
filed in good faith, as well as for a party’s failure to comply with the
“Informal dispute resolution procedure” provision contemplated by this
Arbitration Agreement.
F. Arbitration location and procedure. If you are a resident of the United
States the arbitration will be conducted in the county where you reside, and
if you are not a resident of the United States the arbitration shall be
conducted in New York, New York, United States of America, unless you and
MSG otherwise agree or unless the designated arbitrator determines that such
venue would be unreasonably burdensome to any party, in which case the
arbitrator shall have the discretion to select another venue. If the amount
in controversy does not exceed $10,000 and you do not seek injunctive or
declaratory relief, then the arbitration will be conducted solely on the
basis of documents you and MSG submit to the arbitrator, unless the
arbitrator determines that a hearing is necessary. If the amount in
controversy exceeds $10,000 or seeks declaratory or injunctive relief,
either party may request (or the arbitrator may determine) to hold a
hearing, which shall be via videoconference or telephone conference unless
the parties agree otherwise.
Subject to the applicable NAM rules and procedures, the parties agree that
the arbitrator will have the discretion to allow the filing of dispositive
motions if they are likely to efficiently resolve or narrow issues in
dispute. Unless otherwise prohibited by law, all arbitration proceedings
will be confidential and closed to the public and any parties other than you
and MSG (and each of the parties’ authorized representatives and agents),
and all records relating thereto will be permanently sealed, except as
necessary to obtain court confirmation of the arbitration award (provided
that the party seeking confirmation shall seek to file such records under
seal to the extent permitted by law).
G. Batch arbitration. To increase the efficiency of administration and
resolution of arbitrations, in the event 100 or more similar arbitration
demands (those asserting the same or substantially similar facts or claims,
and seeking the same or substantially similar relief) presented by or with
the assistance or coordination of the same law firm(s) or organization(s)
are submitted to NAM (or another arbitration provider selected in accordance
with Section 25(D) if NAM is unavailable) against MSG within reasonably
close proximity (“Mass Filing”), the parties agree (i) to administer the
Mass Filing in batches of 100 demands per batch (to the extent there are
fewer than 100 arbitration demands left over after the batching described
above, a final batch will consist of the remaining demands) with only one
batch filed, processed, and adjudicated at a time; (ii) to designate one
arbitrator for each batch; (iii) to accept applicable fees, including any
related fee reduction determined by NAM (or another arbitration provider
selected in accordance with 25(D) if NAM is unavailable) in its discretion;
(iv) that no other demands for arbitration that are part of the Mass Filing
may be filed, processed, or adjudicated until the prior batch of 100 is
filed, processed, and adjudicated; (v) that fees associated with a demand
for arbitration included in a Mass Filing, including fees owed by MSG and
the claimants, shall only be due after your demand for arbitration is
included in a set of batch proceedings and that batch is properly designated
for filing, processing, and adjudication; and (vi) that the staged process
of batched proceedings, with each set including 100 demands, shall continue
until each demand (including your demand) is adjudicated or otherwise
resolved. Arbitrator selection for each batch shall be conducted to the
greatest extent possible in accordance with the applicable NAM rules and
procedures for such selection, and the arbitrator will determine the
location where the proceedings will be conducted. You agree to cooperate in
good faith with MSG and the arbitration provider to implement such a “batch
approach” or other similar approach to provide for an efficient resolution
of claims, including the payment of combined reduced fees, set by NAM in its
discretion, for each batch of claims. The parties further agree to cooperate
with each other and the arbitration provider or arbitrator to establish any
other processes or procedures that the arbitration provider or arbitrator
believe will provide for an efficient resolution of claims. Any disagreement
between the parties as to whether this provision applies or as to the
process or procedure for batching shall be resolved by a procedural
arbitrator appointed by NAM. This “Batch arbitration” provision shall in no
way be interpreted as increasing the number of claims necessary to trigger
the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules
and Procedures or authorizing class arbitration of any kind. Unless MSG
otherwise consents in writing, MSG does not agree or consent to class
arbitration, private attorney general arbitration, or arbitration involving
joint or consolidated claims under any circumstances, except as set forth in
Section 25(C) above and this Section 25(G). If your demand for arbitration
is included in the Mass Filing, your claims will remain tolled until your
demand for arbitration is decided, withdrawn, or is settled.
H. Arbitrator’s decision. The arbitrator will render an award in accordance
with this Arbitration Agreement and the applicable NAM rules and procedures.
Judgment on the arbitration award may be entered in any court having
jurisdiction thereof. No arbitration award or decision will have any
preclusive effect as to issues or claims in any dispute with anyone who is
not a named party to the arbitration (inclusive of that named party’s
respective current and former parents, affiliates, subsidiaries, officers,
directors, agents, successors, predecessors, assigns, assignees,
partnerships, partners, committees, joint ventures, trustees, trusts,
employees, immediate family members, and heirs). Attorneys’ fees will be
available to the prevailing party in the arbitration only if authorized
under applicable substantive law governing the claims in the arbitration.
I. Fees. You are responsible for your own attorneys’ fees unless the
arbitration rules and/or applicable law provide otherwise. The parties agree
that NAM has discretion to reduce the amount or modify the timing of any
administrative or arbitration fees due under NAM’s Rules where it deems
appropriate (including as specified in Section 25(G)), provided that such
modification does not increase the costs to you, and you further agree that
you waive any objection to such fee modification. The parties also agree
that a good-faith challenge by either party to the fees imposed by NAM does
not constitute a default, waiver, or breach of this Section 25 while such
challenge remains pending before NAM, the arbitrator, and/or a court of
competent jurisdiction, and that any and all due dates for those fees shall
be tolled during the pendency of such challenge.
J. Right to opt-out of the Arbitration Agreement. IF YOU DO NOT WISH TO BE
BOUND BY THE ARBITRATION AGREEMENT AS SET FORTH IN THIS “DISPUTE RESOLUTION”
SECTION 25, THEN: (1) you must notify MSG in writing within thirty (30) days
of the date that you first download, access, or use of the Services or
otherwise become subject to this Arbitration Agreement (or any subsequent
changes to the provisions of the section titled “Dispute Resolution”); (2)
your written notification must be mailed to MSG Entertainment Holdings,
LLC., 2 Penn Plaza, 19th Floor, New York, NY 10121, Attention: Legal
Department or emailed to Dispute.Resolution@msg.com; and (3) your written
notification must include (a) your name, (b) your address, and (c) a clear
statement that you wish to opt out of this Arbitration Agreement. MSG will
continue to honor any valid opt outs if you opted out of arbitration in a
prior version of the Terms pursuant to the requirements set forth in that
version. If you do not timely opt out of this Arbitration Agreement, such
action shall constitute mutual acceptance of the terms of these “Dispute
Resolution” provisions by you and MSG.
K. Changes. MSG will provide thirty (30) days’ notice of any changes to this
“Dispute Resolution” section by posting the change on the MSG Family
websites, and will provide any other notice in accordance with legal
requirements. Any such changes will go into effect 30 days after MSG
provides this notice and apply to all claims not yet filed. If you reject
any such changes by opting out of the Arbitration Agreement any prior
existing agreement to arbitrate disputes under a prior version of the
Arbitration Agreement will not apply to claims not yet filed. If MSG changes
this “Dispute Resolution” section after the date you first accepted this
Arbitration Agreement (or accepted any subsequent changes to this
Arbitration Agreement), you agree that your continued use of the Services 30
days after such change will be deemed acceptance of those changes. If you do
not agree to such change, you may opt out by providing notice as described
in Section 25(J).
L. References to “MSG,” “you,” and “us” in this Arbitration Agreement include
our respective predecessors in interest, successors, and assigns, as well as
our respective past, present, and future parents, subsidiaries, and
affiliates; those entities and our respective agents, employees, licensees,
licensors, and providers of content as of the time your or our claim arises;
and all authorized or unauthorized users or beneficiaries of the Services
under this or prior Terms between us.
M. This Dispute Resolution section shall survive any termination of your use of
the Services.
26. GOVERNING LAW
These Terms and the relationship between you and MSG shall be governed by the
laws of the State of New York without regard to conflict of law provisions. The
parties agree that the UN Convention on Contracts for the International Sale of
Goods (Vienna, 1980) shall not apply to these Terms or to any dispute or
transaction arising out of these Terms.
27. GENERAL INFORMATION
In this section 27, references to Terms shall include these Terms and the
License.
A. Severability and Survival. If any provision of the Terms is found by an
arbitrator court of competent jurisdiction to be invalid, illegal or
unenforceable under applicable law, the parties nevertheless agree that the
arbitrator or court should endeavor to give effect to the parties’
intentions as reflected in the provision, the remainder of the provision
shall be interpreted to achieve as closely as possible the effect of the
original term and all other provisions of the Terms remain in full force and
effect.
* Limitation of Liability and Disclaimer of Warranties are Material Terms of
these Terms. You agree that the provisions in these Terms that limit
liability and disclaim warranties are essential terms of these Terms.
* Entire Agreement. The Terms constitute the entire agreement between you and
MSG with respect to the Services and supersedes any prior agreements, oral or
written, between you and MSG.
* Conflicts. In the case of a conflict between the Terms and the terms of any
other electronic or machine readable statement or policy, including our
Privacy Policy, the Terms shall control, except for any agreement governing
the use of a mobile Service or other online service in which the user agrees
to or is presented with a different governing agreement, such as a terms of
service, end user license agreement or other agreement (collectively, “Other
Agreement”). In such case, the Other Agreement shall control.
* Waiver. The failure of MSG to exercise or enforce any right or provision of
the Terms shall not constitute a waiver of such right or provision.
* Section Titles. The section titles in the Terms are for convenience only and
have no legal or contractual effect.
* Taxes. You are solely responsible for any and all duties, taxes, levies
and/or fees (including any sales, use or withholding taxes) imposed on or in
connection with these Terms and/or your access to and/or use of the Services,
by any authority of any applicable jurisdiction.
* Export. You agree to abide by U.S. and other applicable export control laws
and agree not to transfer the Services to a foreign national or national
destination, which is prohibited by such laws, without first obtaining, and
then complying with, any requisite government authorization. You certify that
you are not a person with whom MSG is prohibited from transacting business
under applicable law.
I. No Third Party Beneficiaries. You agree that, except as otherwise expressly
provided in these Terms, there shall be no third-party beneficiaries to
these Terms.
* Statute of Limitations. You agree that regardless of any statute or law to
the contrary, any claim or cause of action arising out of or related to the
use of the Website, Services and/or the Terms must be filed within one (1)
year after such claim or cause of action arose or be forever barred.
* Unsolicited Submissions. We do not accept unsolicited submissions for any
media, products or services. Please do not make unsolicited submissions to us
through the Services, including (1) by uploading User Content, (2)
submissions through any third party social network, website or other platform
or (3) submissions by e-mail, text messages or other means (collectively,
“Submissions”). We are not responsible for any similarity of any MSG content,
works or programming in any media to your Submissions. If you make any
Submission, or if you provide any comments, information, ideas, concepts,
reviews or techniques or other communication you may send to us (“Feedback”),
including via responses to surveys and other methods, Submissions and
Feedback shall be deemed User Content and will be subject to the grants by
you applicable to User Content (but not any rights with respect to User
Content) in these Terms, and MSG assumes no obligation to protect such
information from disclosure. The submission of such Submissions or Feedback
to MSG shall in no way prevent the purchase, manufacture or use of similar
products, services, plans and/or ideas by MSG for any purpose whatsoever.
Our receipt of your Submissions or Feedback is not an admission by us of
their novelty, priority or originality and does not limit our right to
contest intellectual property rights related to your Submissions or Feedback.
* Contacting Us.Email is an important communication channel for our users. All
e-mail sent to MSG should be generated by the person in whose name the e-mail
account is registered. Email shall not mask their identity using a false name
or someone else’s name or account. If you are a customer and the topic of
your email is a service issue, you must include your full name, address and,
if applicable, cable, telephone or on-line account number in order to ensure
that we can respond. By providing MSG with your e-mail address, you authorize
MSG to use that e-mail address to deliver notices or disclosures related to
the Services and as otherwise described in the MSG Privacy Policy.
* Marketing. On occasion, we may use your e-mail address to send you
marketing-related communications with information about service and product
information that we believe may be of interest to you. If you do not want to
receive such unsolicited marketing communications from MSG, simply contact us
at privacychoice@msg.com or write to us at MSG Entertainment Holdings, LLC, 2
Pennsylvania Plaza, New York, New York 10121, Attn: SVP, Chief Data &
Analytics Officer at the same address. The MSG Privacy Policy provides more
details about how we use, collect, share and protect your information.
Please do not hesitate to contact us with any questions, concerns, requests or
comments by email at msgfeedback@msg.com.
28. ADDITIONAL TERMS FROM THIRD PARTY PLATFORM PROVIDERS
If the Services that you download, access and/or use runs on Apple’s iOS
operating system:
* Your license to use the Services is limited to a non-transferable license to
use the Services on an iPhone or other iOS Product that you own or control,
as permitted by the Usage Rules set forth in the Apple Media Services Terms
and Conditions, provided that the Services may be accesses and used by other
accounts associated with you via Family Sharing or volume purchasing
programs. Capitalized terms used in this Section 28 but not otherwise
defined in these Terms shall have the meanings ascribed to them in Apple
Media Services Terms and Conditions.
* You acknowledge and agree that:
* these Terms are between you and MSG, and not with Apple, and Apple is not
responsible for the Services and the content thereof;
* Apple has no obligation at all to provide any support or maintenance
services in relation to the Services, and if you have any maintenance or
support questions in relation to the Services, please contact MSG, not
Apple;
* except as otherwise expressly set forth in these Terms, any claims relating
to the possession or use of the Services are between you and MSG (and not
between you, or anyone else, and Apple);
* in the event of any claim by a third party that your possession or use (in
accordance with these Terms) of the Services infringes any intellectual
property rights, Apple will not be responsible or liable to you in relation
to that claim;
* You may not use the Services in any manner that is in violation of or
inconsistent with the Usage Rules set forth for Service in, or otherwise be
in conflict with, the Apple Media Services Terms and Conditions;
* Your use of the Services must comply with any applicable third party terms
of agreement, such as your wireless data service agreement.
* MSG and you acknowledge that MSG, not Apple, is responsible for addressing
any claims of you or any third party relating to the Services or your
possession and/or use of that Services, including, but not limited to: (i)
product liability claims; (ii) any claim that the Services fails to conform
to any applicable legal or regulatory requirement; and (iii) claims arising
under consumer protection, privacy, or similar legislation, including in
connection with any use of the HealthKit and HomeKit frameworks by the
Services; and
* although these Terms are entered into between you and MSG (and not Apple),
Apple and its subsidiaries, as a third party beneficiary under these Terms,
will have the right to enforce these terms against you;
* You represent and warrant that:
* you are not, and will not be, located in any country that is the subject of
a United States Government embargo or that has been designated by the
United States Government as a “terrorist supporting” country; and
* you are not listed on any United States Government list of prohibited or
restricted parties; and
* if the Services does not conform to any warranty applying to it, you may
notify Apple, which will then refund the purchase price of the Services (if
any) to you. Subject to that, and to the maximum extent permitted by law,
Apple does not give or enter into any warranty, condition or other term in
relation to the Services and will not be liable to you for any claims,
losses, costs or expenses of whatever nature in relation to the Services or
as a result of you or anyone else using the Services or relying on any of
its content.
© 2023 MSG Entertainment Holdings, LLC, MSG Sports, LLC and Sphere Entertainment
Group, LLC, 2 Penn Plaza, New York, NY 10121. All rights reserved.
--------------------------------------------------------------------------------
© 2024 MSG Entertainment Holdings, LLC
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