ST. LOUIS CITY SC
GROUP TICKET LICENSE AGREEMENT
TERMS AND CONDITIONS
This Exhibit B contains the “Terms and Conditions” referred to, and incorporated by reference, in this Agreement executed by Group Ticket Holder and Licensor. Group Ticket Holder has been granted a License and right to use the Seats in the Stadium under the terms of this Agreement, including these Terms and Conditions.
- Grant of License. Licensor hereby grants to Group Ticket Holder a non-exclusive, revocable License to the Seats in the Stadium for the Match. Aside from the License granted herein, all rights and privileges associated with the Seats remain with Licensor. This License is further subject to all rules, regulations and operating procedures of Licensor, the Team, and MLS, as each may be existing or promulgated from time to time.
- Canceled and Relocated Events. In the event that the Match is cancelled and not rescheduled, relocated from the Stadium to another local venue, or for which the Seats are not available (in Licensor’s sole and absolute discretion), Group Ticket Holder will be refunded the Ticket Fee.
- Access and Use by Group Ticket Holder. Group Ticket Holder and Group Ticket Holder’s guests and invitees shall be bound by and shall observe the terms and conditions upon which tickets for admission to the Stadium are issued by Licensor. The License and rights under this Agreement are rights of personal privilege and do not under any circumstances confer upon Group Ticket Holder any title, interest or estate in real property or any leasehold interest in the Stadium or any other interest or rights of any kind in any specific real or personal property.
- Conduct. Use of the Seats by Group Ticket Holder and Group Ticket Holder’s guests and invitees shall be governed by and subject to any applicable laws, ordinances, orders, rules, regulations or policies relating to the use and occupancy of the Seats including those that may be implemented from time to time by Licensor (including any concessionaire designated by Licensor) or MLS in their sole and absolute discretion, including, without limitation, the prohibition of the use of movie cameras, videotaping equipment or audio recording equipment by any of Group Ticket Holder or Group Ticket Holder’s guests and invitees. Licensor shall provide Group Ticket Holder with a copy of any such rules or policies upon implementation and when modified from time to time. Group Ticket Holder and Group Ticket Holder’s guests and invitees shall at all times maintain proper decorum while in the Stadium, including while in the Seats. Group Ticket Holder and Group Ticket Holder’s guests and invitees will not use the Seats, nor permit the Seats to be used, for any illegal, immoral or objectionable purpose or in any way obstruct or interfere with the rights of any other Stadium guest, fan, or spectator. Group Ticket Holder and Group Ticket Holder’s guests and invitees will not bring into the Stadium any illegal drugs or, except as prescribed to the treated individual by a licensed physician, any controlled substance. Group Ticket Holder acknowledges and agrees, on behalf of itself and Group Ticket Holder’s guests and invitees, that the violation of any of the foregoing provisions of this Section 4 may result in ejection from the Stadium of any person so in violation (and, if applicable, the confiscation of any recorded tape or exposed film).
- Termination for Cause.
- Licensor may revoke the License (1) Group Ticket Holder fails to fulfill any of its other obligations or covenants under this Agreement; or (2) any of Group Ticket Holder or Group Ticket Holder’s guests and invitees engage in any illegal activity in the Stadium or in any repeated or continued violation of applicable rules or regulations.
- Upon termination, Licensor may pursue any right or remedy set forth herein or otherwise available in law or in equity. All remedies shall be cumulative and may be pursued separately
- Force Majeure, Strikes, Damages, and Destruction.
- Work Stoppage or Force Majeure. In the event of any: (i) strike, lock-out or other labor disturbance; or (ii) epidemic, pandemic, act of God, civil, public health or military authority, act of public enemy, war, accident, fire, explosion, earthquake, hurricane, flood, in each case which results in the cancellation of any of the Match (specifically including, but not limited to, Covid-19 or other pandemic, MLS players’ strike or and MLS owners’ lock-out), and should such Match not be rescheduled, Licensor shall refund Group Ticket Holder’s Ticket Fee.
- Damage or Destruction. In the event of any damage to or destruction of the Seats or the Stadium which, in Licensor’s sole and absolute judgment, renders the Seats or the Stadium unusable (“Material Damage”), then the annual Ticket Fee payable under this Agreement will, unless reasonably comparable seats with access to a comparable club or amenities are made available to Group Ticket Holder, be refunded. Upon refunding the Ticket Fee, Licensor will have no further liability under this Agreement. Licensor shall not refund any Ticket Fee if any action by Group Ticket Holder or Group Ticket Holder’s guests and invitees or invitees materially contributes to such Material Damage.
- Disclaimer of Liability.
- None of Licensor, any Stadium operator or manager designated by Licensor (the “Stadium Manager”), any of their affiliates (together, the “Licensor Parties”) or any of their respective officers, partners, employees, directors, members, owners, shareholders, managers or agents (together, with Licensor Parties, the “Licensor Acting Parties”), will be liable or responsible for any loss, damage, or injury to any person or to any property of Group Ticket Holder or Group Ticket Holder’s guests and invitees in, around or upon the Stadium or any Stadium parking areas, resulting from any cause whatsoever, including, but not limited to, theft and vandalism, unless due to, and only to the extent of, the gross negligence or the willful misconduct of one or more of the Licensor Acting Parties and then only the Licensor Acting Parties who have committed such gross negligence or willful misconduct will be liable.
- GROUP TICKET HOLDER HEREBY ASSUMES ALL RISK OF AND RESPONSIBILITY FOR, AND AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR ACTING PARTIES (ALSO KNOWN AS THE “INDEMNITEES”), FROM AND AGAINST ANY LIABILITY, LOSS, CLAIM, DEMAND, COST, DAMAGE, PENALTY, RECOVERY AND EXPENSE, INCLUDING ATTORNEYS’ FEES AND LITIGATION EXPENSES, WHICH MAY BE SUFFERED By, ACCRUED AGAINST, BE CHARGED TO OR RECOVERABLE FROM ANY INDEMNITEEE, ARISING OUT OF ANY PERSONAL INJURY, PROPERTY DAMAGE OCCURRING IN, AROUND OR UPON THE STADIUM AND ANY STADIUM PARKING AREAS IN CONNECTION WITH GROUP TICKET HOLDER’S OR GROUP TICKET HOLDER’S GUEST’S USE OF THE SEATS, OTHER STADIUM AREAS OR ANY STADIUM PARKING AREAS, REGARDLESS OF WHETHER SUCH PERSONAL INJURY OR PROPERTY DAMAGE WAS CAUSED BY OR RESULTS FROM, IN WHOLE OR IN PART, THE NEGLIGENCE OR OTHER FAULT OF ANY INDEMNITEE, WHETHER SOLE, JOINT, ACTIVE OR PASSIVE, EXCEPTING FROM THIS INDEMNITY ONLY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE AND EXCEPTING ONLY AS TO SUCH INDEMNITEE.
With respect to any claim by Group Ticket Holder under, in connection with, or in any way related to this Agreement, Group Ticket Holder specifically agrees that its sole and exclusive remedy at law or in equity will be to a refund of the Ticket Fee previously paid. In no event will any Licensor Acting Parties ever be liable to Group Ticket Holder for any indirect, special or consequential damages suffered by Group Ticket Holder or any of its guests or invitees, for whatever cost.
- Representations of Group Ticket Holder. Group Ticket Holder hereby represents, warrants and agrees as follows:
- Group Ticket Holder has read and understands the terms of this Agreement.
- Group Ticket Holder is acquiring the License for Group Ticket Holder’s own use and not with a view to the distribution, transfer or resale to third parties of the License or tickets to Team matches acquired by Group Ticket Holder hereunder. Nothing in the Agreement shall be deemed to establish a partnership, joint venture or unincorporated association among Group Ticket Holder and any of Licensor, the Team, and Stadium Manager or an of the Stadium’s facilities.
- Group Ticket Holder acknowledges that Group Ticket Holder will not have, by virtue of the License, any equity or other ownership interest in any of Licensor, the Team, any Stadium Manager, the Stadium or any of the Stadium’s facilities, and will not have any rights to dividends or other distribution rights from Licensor or any other party or entity described in this Agreement as a result of the License, and further will not have any voting rights of any kind as a result of the License.
- Group Ticket Holder has full authority to enter into and to carry out the terms and conditions of this Agreement. Group Ticket Holder has caused this Agreement to be validly executed and delivered on its behalf and this Agreement is enforceable against Group Ticket Holder in accordance with its terms.
- Except as otherwise expressly provided in Section 12, all notices, demands and other communications between the parties required or appropriate hereunder will be in writing and deemed given if mailed, postage prepaid, to the respective addresses set forth in this Agreement, or to such other address as may be designated by either party, from time to time, in writing; provided that notices, demands and other communications to Group Ticket Holder may be given by email if Group Ticket Holder has consented to such delivery.
- THIS AGREEMENT WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MISSOURI WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS, AND ALL OBLIGATIONS OF ANY PARTY HEREUNDER WILL BE PAYABLE AND PERFORMABLE IN THE STATE OF MISSOURI. THIS AGREEMENT WILL AT ALL TIMES BE SUBJECT TO THE RULES AND REGULATIONS OF MLS.
- This Agreement entered into by the parities contain the entire agreement of the parties with respect to the matters provided for therein and will supersede any written instrument or oral agreement previously made or entered into by the parties to this Agreement, specifically including, but not limited to, any advertising or marketing materials distributed (in any form) by Licensor and/or its agents.
- This Agreement, and all the terms and provisions thereof, will inure to the benefit of and be binding upon the parties thereto, and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns. No amendment or modification to this Agreement will be effective against Licensor unless the same is in writing and signed by Licensor.
- If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such invalidity or unenforceability shall not render the remaining provisions of this Agreement invalid or unenforceable.
11. Arbitration. (a) This Agreement involves and affects interstate commerce and memorializes a transaction in interstate commerce, and accordingly the federal arbitration act applies to this Section 17. Except as specifically provided below, Group Ticket Holder and Licensor agree to arbitrate all disputes and claims arising out of or relating to this Agreement or its termination (including any dispute concerning the enforceability, validity or scope of this Section 17 or any question as to what disputes are arbitrable or whether the Agreement is enforceable), any prior written agreement between the parties, or the business relationship between the parties (collectively, “Claims”) before a single arbitrator under and in accordance with the commercial arbitration rules (US) of the American Arbitration Association (which shall have the authority to determine whether another set of rules may be more appropriate in lieu thereof), as modified in this Section 17, and judgment thereon may be entered by any court having jurisdiction. These rules may be found at www.adr.org or by calling the American Arbitration Association. If and to the extent the arbitration involves Claims for less than $50,000, then the expedited arbitration provisions of the American Arbitration Association Commercial Arbitration Rules shall apply. Group Ticket Holder and Licensor agree that (i) Group Ticket Holder and Licensor may bring Claims against the other only in Group Ticket Holder‘s or Licensor’s individual capacity, and not as a plaintiff or class member in any purported class, and they each waive the right to trial by jury or to participate in a class action or collective action with respect to any Claims, and (ii) that unless Group Ticket Holder and Licensor otherwise agree in a writing specifically referring to this Section 17, the arbitrator may not consolidate proceedings or more than one person’s claims and may not otherwise preside over any form of Group Ticket Holder or class proceeding, or conduct any type of class, collective or Group Ticket Holder claim. If the preceding sentence is found to be unenforceable then the entirety of this Section 17 regarding arbitration shall be null and void and have no further force and effect with respect to the specific Claim at issue, except that the waiver of any right to bring or participate in a class or collective action shall continue in full force and effect and be binding on the parties. Any ruling in the arbitration shall be binding only as to the two parties to the arbitration and their specific relationship / issue and shall not be used or referred to in another arbitration or litigation involving other parties, nor applied to preclude or prevent a party from litigating / arbitrating the same or similar claims or issues with a third party who is not a party to this Agreement. Declaratory or injunctive relief only may be awarded in favor of the individual party to this Agreement seeking relief and only as to that specific party, and declaratory relief will not be applicable or have the effect of applying to other persons with whom either party may have a business or contractual relationship.
(b) The arbitration shall be conducted in the St. Louis, Missouri metropolitan area unless the American Arbitration Association determines that such location would be fundamentally unfair to Group Ticket Holder and judgment thereon may be entered in the state or federal court in the St. Louis Missouri area having jurisdiction over the parties. There shall only be a single arbitrator selected for the dispute, and the parties will select the arbitrator from a list of nine names from the St. Louis metropolitan area provided by the American Arbitration Association (excluding individuals ineligible for cause) by alternately striking names from the list until one name remains (with the order of striking determined by the winner of a coin toss). The Arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect confidential or proprietary information and trade secrets. The American Arbitration Association / Arbitrator shall have the authority to modify any provision of this Section 17 to the extent necessary to render this arbitration agreement binding and enforceable in accordance with applicable law. If the American Arbitration Association will not serve as the arbitration organization to resolve a Claim, then either party may petition a court of appropriate jurisdiction to appoint an arbitration organization, or an arbitrator, to do so, using (in the case of arbitrator selection) insofar as possible the procedure for selection outlined above. The provisions of this Section 17: (a) shall not apply to a suit in replevin to recover specific personal property, claims for theft of personal or intellectual property, or Claims concerning intellectual property and Confidential Information — in each case this shall not allow a party to include in such a proceeding, Claims subject to binding arbitration, and (2) do not preclude a party from seeking temporary or preliminary injunctive relief to enforce any provision regarding confidentiality or its intellectual property rights. The parties agree that each side has had an opportunity to negotiate the provisions of this Agreement and this Section 17.
12. Communications with Group Ticket Holder.
- (a) Group Ticket Holder consents to conducting the transactions related to this Agreement and to providing and receiving any disclosures, notices, records, tax documents, information or other forms of correspondence related to this Agreement (“Communication”) by electronic means, such as via email or the Internet, and such consent applies until withdrawn as further described in this Section 18. To the extent permitted by applicable law, and without limiting any other rights Licensor may have, Group Ticket Holder consents to Licensor communicating with Group Ticket Holder, in connection with this Agreement, using any telephone number or email address that Group Ticket Holder has provided to Licensor, or using any telephone number or email address that Group Ticket Holder provides to Licensor in the future. Licensor may communicate with Group Ticket Holder using any current or future means of communication, including, but not limited to, automated telephone dialing equipment, artificial or pre-recorded voice messages, SMS text messages, email directed to Group Ticket Holder at a mobile telephone service, or email otherwise directed to Group Ticket Holder. Licensor MAY USE SUCH MEANS OF COMMUNICATION EVEN IF GROUP TICKET HOLDER WILL INCUR COSTS TO RECEIVE SUCH PHONE MESSAGES, TEXT MESSAGES, OR EMAILS. Any Communication required to be given to Group Ticket Holder will be effective if sent by first class mail to the latest address Licensor has for Group Ticket Holder or, except as otherwise required by law, by electronic means to an address that Group Ticket Holder has provided.
- (b) Group Ticket Holder acknowledges that Group Ticket Holder has the right to receive Communication on paper or in other nonelectronic form, and that Group Ticket Holder may withdraw Group Ticket Holder’s consent to receive Communication via electronic means at any time, at no fee or cost to Group Ticket Holder; provided that a request for specific Communication on paper or in other non-electronic form will not be treated as a withdrawal of consent to receive Communication via electronic means unless Group Ticket Holder also provides express notice of such withdrawal of consent in the manner set forth in this Section 18. If Group Ticket Holder wishes to receive specific Communication in paper form at any time, wishes to withdraw Group Ticket Holder’s consent to send and receive electronic Communication, or needs to update Group Ticket Holder’s electronic contact information (e.g., Group Ticket Holder’s email account address), Group Ticket Holder must provide notice to Licensor at the address set forth above. Licensor will confirm in writing the withdrawal of Group Ticket Holder’s consent to receive Communication via electronic means and the effective date of such withdrawal of consent, upon which date Licensor will cease to provide Communication via electronic means. If Group Ticket Holder withdraws Group Ticket Holder’s consent, all further Communication will be provided to Group Ticket Holder in non-electronic form via U.S. mail, at no additional cost to Group Ticket Holder. Group Ticket Holder acknowledges that to access, view and retain Communications provided to Group Ticket Holder electronically, Group Ticket Holder must have: (1) access to the Internet through means of a computer, tablet, mobile telephone, or other electronic device capable of receiving, accessing, displaying, printing and storing Communication received in electronic form using an Internet browser or other electronic communication application, (2) sufficient electronic storage capacity on Group Ticket Holder’s computer hard drive or other data storage unit, and (3) a PDF reader (or equivalent software) to download and print certain Communications. Group Ticket Holder acknowledges that Licensor reserves the right to revise the hardware and software requirements set forth in this Section 18 in a manner consistent with the E-Sign Act (15 U.S.C. § 7001 et seq.) and other relevant federal laws.
- (c) Group Ticket Holder understands that Licensor provides an email address (firstname.lastname@example.org) to which Group Ticket Holder can transmit certain questions or comments for Licensor about this Agreement; however, because such email transmissions may not be secure or confidential, Group Ticket Holder will not transmit any confidential information to this email address, including, for example, any personal information about Group Ticket Holder. For transmission of any such confidential information, Group Ticket Holder will use only secure methods, such as U.S. mail, hand delivery by Group Ticket Holder or electronic communication methods offered by Licensor that are expressly represented to be used for confidential communication transmissions.