ST. LOUIS CITY SC
SEASON TICKET MEMBERSHIP AGREEMENT
TERMS AND CONDITIONS
This Season Ticket Membership Agreement (together with Exhibits A and B attached hereto collectively constitute this “Agreement”) sets forth the terms and conditions of the seat license granted pursuant to this Agreement (the “License”) by TKFC LC, a Missouri limited liability company (d/b/a St. Louis CITY SC) (“Licensor”), to the person or entity executing this Agreement as Season Ticket Holder executing this Agreement (“Season Ticket Holder”). This Agreement is entered into as of the date of the electronic signature as provided herein (the “Effective Date”). Subject to the Terms and Conditions (set forth in Exhibit B), the License granted hereby to Season Ticket Holder relates to General Admission Supporter Section Tickets (the “Tickets”) in CITYPARK in St. Louis, Missouri, the home stadium (the “Stadium”) for the Major League Soccer Club St. Louis CITY SC (the “Team”).
The Tickets are licensed for the term commencing with the first Contract Year and terminating on the End Date.
TERMS AND CONDITIONS: Season Ticket Holder acknowledges and agrees to be bound by this Agreement. All Exhibits attached to this Agreement are incorporated herein by reference and deemed a part hereof for all purposes. Each capitalized term used in this Agreement shall have the meaning ascribed to such term wherever defined in this Agreement, including any exhibit. In addition, Season Ticket Holder agrees to observe, and to cause Season Ticket Holder’s guests and invitees to strictly observe, all rules, regulations, and policies of Licensor, the Team, and Major League Soccer (“MLS”) and all applicable laws pertaining to use of the Tickets and attendance at matches, in each case as then in effect, including any modification that may be adopted or administered by any such entity or any successor thereto from time to time.
Preauthorization for Recurring Payment by Credit Card or Debit Card
This Preauthorization for Recurring Payment by Credit Card or Debit Card (the “Preauthorization”) is part of and incorporated by reference into this Agreement. All requirements, terms and conditions set forth in this Agreement apply to this Preauthorization, and any capitalized terms used but not otherwise defined in this Preauthorization shall have the meaning set forth in the Agreement.
Season Ticket Holder would like to use the existing Credit Card information on file for use with Automatic Payments.
By signing below, Season Ticket Holder hereby confirms its agreement to the requirements, terms and conditions set forth in this Agreement, including but not limited to all requirements, terms and conditions in Section 19 of the Agreement relating to Automatic Payments, and Season Ticket Holder hereby further authorizes Licensor to initiate Automatic Payments, on the Debit Card or Credit Card designated by Season Ticket Holder for payment of the annual Membership Fee and to conduct related activities according to the terms and conditions set forth in the Agreement.
SEASON TICKET HOLDER AGREES THAT THIS TRANSACTION MAY BE CONDUCTED BY ELECTRONIC MEANS AND THAT AN ELECTRONIC SIGNATURE OF SEASON TICKET HOLDER INCLUDED IN THIS PREAUTHORIZATION (IF APPLICABLE) IS INTENDED TO AUTHENTICATE THIS WRITING AND TO HAVE THE SAME FORCE AND EFFECT AS A MANUAL SIGNATURE. “ELECTRONIC SIGNATURE” MEANS ANY ELECTRONIC SOUND, SYMBOL OR PROCESS ATTACHED TO OR LOGICALLY ASSOCIATED WITH A RECORD AND EXECUTED OR ADOPTED BY A PARTY WITH THE INTENT TO SIGN SUCH RECORD, INCLUDING, WITHOUT LIMITATION, FACSIMILE OR E-MAIL ELECTRONIC SIGNATURES.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE
WHICH MAY BE ENFORCED BY THE PARTIES.
We thank you for your participation in the Season Ticket Membership Program. You will receive a counter‑signed copy of this Agreement for your records.
MEMBERSHIP FEE AND PAYMENT SCHEDULE
- MEMBERSHIP FEE PAYMENTS.
Ten Percent (10%) of the Membership Fee due upon electronically signing this Agreement and the balance payable in installments as provided below:
% of Balance Due
JULY OF THE YEAR PRIOR TO THE APPLICABLE SEASON
AUGUST OF THE YEAR PRIOR TO THE APPLICABLE SEASON
SEPTEMBER OF THE YEAR PRIOR TO THE APPLICABLE SEASON
OCTOBER OF THE YEAR PRIOR TO THE APPLICABLE SEASON
NOVEMBER OF THE YEAR PRIOR TO THE APPLICABLE SEASON
DECEMBER OF THE YEAR PRIOR TO THE APPLICABLE SEASON
JANUARY OF APPLICABLE SEASON
FEBRUARY OF APPLICABLE SEASON
MARCH OF APPLICABLE SEASON
TERMS AND CONDITIONS
This Exhibit B contains the “Terms and Conditions” referred to, and incorporated, in this Agreement executed by Season Ticket Holder and Licensor. Season Ticket Holder has received a License and right to use the Tickets in the Stadium under the terms of this Agreement, including these Terms and Conditions.
- Grant of License. Licensor hereby grants to Season Ticket Holder a non-exclusive, revocable License to the Tickets in the Stadium for all Team regular season matches during the Contract Year. Aside from the License granted herein, all rights and privileges associated with the Tickets 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.
- Term of Agreement. The term of the Agreement will commence on the Effective Date and will continue until December 31 of the first Contract Year (the “End Date”), unless terminated earlier or extended in each case as set forth in this Agreement (the “Term”). The term “Contract Year” means the period from January 1 of one calendar year during the Term to December 31 of the same calendar year during the Term. The first Contract Year shall be 2024.
- Admission Tickets.
(a) Team Match Tickets. Season Ticket Holder shall have the use of the Tickets for all Team regular season matches during the Contract Year.
(b) Additional Tickets. Licensor, in its sole and absolute discretion, may provide access to tickets to Season Ticket Holder for Team U.S. Open Cup matches, Team Leagues Cup matches, and Team MLS playoff matches (excluding the MLS Cup) played at the Stadium (“Additional Tickets”) at an additional cost above the annual Membership Fee. If Additional Tickets are made available to the Season Ticket Holder, the Season Ticket Holder must opt-out or else the Additional Ticket(s) will be charged to the Season Ticket Holder’s account in advance of the applicable matches. Upon release of the U.S. Open Cup, Leagues Cup or MLS playoff schedule, as applicable, Licensor shall send Season Ticket Holder a notice of Additional Ticket pricing information, whether the Additional Tickets are available, and a process for opting out and the date by which the Season Ticket Holder must opt-out. This opt-out process will occur only once, and the Season Ticket Holder will either authorize or opt-out of all U.S. Open Cup, Leagues Cup or MLS playoff games, as applicable, ultimately made available by Licensor. Payment for individual matches will occur as those matches are played. IF THE NOTICE OF OPT-OUT IS NOT RECEIVED BY LICENSOR WITHIN THE TIME FRAME AS SPECIFIED, SEASON TICKET HOLDER WILL AUTOMATICALLY RECEIVE ADDITIONAL TICKETS FOR THE APPLICABLE GAMES, AND THE SEASON TICKET HOLDER’S PAYMENT SHALL BE DUE AND PAYABLE IN ACCORDANCE WITH THE ADDITIONAL TICKET PRICING INFORMATION PROVIDED. This opt-out shall cause no change to the Season Ticket Holder’s status. If Season Ticket Holder has already submitted an opt-out of the Season Ticket Automatic Renewal for the subsequent season to Licensor, Season Ticket Holder will not be charged in advance of the matches. Instead, if the Additional Tickets are offered for matches, Season Ticket Holder will receive a notice providing Season Ticket Holder with a right of first refusal to purchase the Additional Tickets. If Season Ticket Holder does not exercise the right of first refusal in the time specified in the notice, Season Ticket Holder will forego any rights to the Additional Tickets. Except as otherwise provided herein, for all purposes of this Agreement, Additional Tickets purchased by the Season Ticket Holder shall be considered to be “Tickets”.
(d) Automatic Renewal. This Agreement automatically shall renew at the end of the Term for an additional one (1) year term. Licensor will send to the email address provided herein an Auto Renewal Reminder providing a forty-five (45) day opt out window. It is Season Ticket Holder’s responsibility to contact Licensor if an Auto Renewal Reminder not received by March 1 of the Term. The Auto Renewal Reminder will contain pricing information, instructions on how to cancel this Agreement, and a link to the opt out form. The Auto Renewal Reminder also will include the renewal price of the Season Ticket Membership, which may be at a higher rate than the current Contract Year.
- Canceled and Relocated Events. In the event that any Team match is cancelled and not rescheduled, relocated from the Stadium to another local venue, or for which the Tickets are not available (in Licensor’s sole and absolute discretion), Season Ticket Holder will be refunded such pro-rata portion of such annual Membership Fee determined by multiplying such annual Membership Fee by a fraction the numerator of which is the number of such Team regular season matches canceled, relocated, otherwise not available in such Contract Year and the denominator of which is the total number of such Team regular season matches originally scheduled in such Contract Year. Notwithstanding the foregoing, if a match to which this Section is applicable is one for which the Season Ticket Holder purchased Additional Tickets, Season Ticket Holder will be refunded the amount paid for the applicable Additional Tickets.
- Access and Use by Season Ticket Holder.
(a) Season Ticket Holder and Season 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 or by an Event Sponsor. The License and rights under this Agreement are rights of personal privilege and do not under any circumstances confer upon Season 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.
(b) Season Ticket Holder may sell to the public, offer or agree to sell to the public, or permit any public sale of the use of (i) the Tickets to any Team match at the Stadium or (ii) tickets to other events at the Stadium, if applicable. Notwithstanding the foregoing, Licensor, acting alone or in conjunction with its ticketing partners, may control pricing or other terms and conditions of any such sale through secondary digital markets. For example, Licensor may employ means to require minimum pricing for on-line sales. Season Ticket Holder acknowledges and agrees that any breach of any such terms and conditions will constitute a material breach of Season Ticket Holder’s obligations hereunder, and in such event, Licensor shall have the right to terminate this Agreement for cause (as provided herein).
1. Use of the Tickets by Season Ticket Holder and Season 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 of the Tickets 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 Season Ticket Holder or Season Ticket Holder’s guests and invitees. Such rules or policies can be found on Licensor’s and/or MLS’ website. Season Ticket Holder and Season Ticket Holder’s guests and invitees shall at all times maintain proper decorum while in the Stadium including abiding by the Fan Code of Conduct (which can be found here). While using the Tickets, Season Ticket Holder and Season Ticket Holder’s guests and invitees will not engage in any illegal, immoral or objectionable acts or in any way obstruct or interfere with the rights of, or be abusive or disrespectful towards, any other Stadium guest, fan, spectator, or Licensor or Stadium employee or vendor. Season Ticket Holder and Season 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. Season Ticket Holder will not be abusive or disrespectful towards any employee of Licensor while employee is acting in his or her capacity as such. Season Ticket Holder acknowledges and agrees, on behalf of itself and Season Ticket Holder’s guests and invitees, that the violation of any of the foregoing provisions of this Section 6(a) 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) and/or the termination of this Agreement for cause (as provided herein).
2. Season Ticket Holder shall comply with Licensor’s procedures for the admission of Season Ticket Holder and Season Ticket Holder’s guests and invitees, distribution of tickets and transport in the Stadium relating to Season Ticket Holder’s use of the Tickets, as communicated to Season Ticket Holder from time to time.
3. Season Ticket Holder and Season Ticket Holder’s guests and invitees must follow Stadium policies including the pre-approved items list allowed in the Supporter Section (including limitations on signs). All pre-approved items must be submitted to the club via a Registered Supporter Group recognized by Licensor. Season Ticket Holder acknowledges and agrees, on behalf of itself and Season Ticket Holder’s guests and invitees, that the violation of any of the foregoing provisions of this Section 6(c) may result in ejection from the Stadium of any person so in violation and/or the termination of this Agreement for cause (as provided herein).
- Obligation to Pay.
1. Season Ticket Holder will promptly make all such payments due to Licensor without any deductions, set offs, or counterclaims against such payments on account of any breach or default by, or claims against Licensor or otherwise.
2. Season Ticket Holder will be bound by the terms and conditions established from time to time by Licensor for cancellation or postponement of a match. Except as otherwise set forth expressly in this Agreement, the Licensor will have no liability to Season Ticket Holder on account of any such cancellation or postponement or other failure or deficiency in the conduct of such event.
3. Season Ticket Holder’s rights under the Agreement, including the rights to have access to and use the Tickets and to obtain admission to the Stadium, are subject to the conditions precedent of payment by Season Ticket Holder to Licensor of all sums then due Licensor and upon Season Ticket Holder’s continued compliance with the terms and conditions of this Agreement. The annual Membership Fee for the Tickets will be billed to Season Ticket Holder and will be due and payable at the times set forth in Exhibit A to the Agreement.
4. Failure to pay any amounts due under this Agreement shall constitute a payment default. Any amounts that are not paid by Season Ticket Holder when due hereunder (or within thirty (30) days following the date of Licensor’s invoice therefor if there is no specified due date) shall accrue interest on the unpaid balance from the date due until paid at a rate equal to the lesser of (i) one and one-half percent (1.5%) per month, and (ii) the highest rate allowed by law.
- Termination for Cause.
1. Licensor may terminate this Agreement upon at least ten (10) days’ notice if: (1) Season Ticket Holder fails to pay any amount when due under this Agreement; (2) Season Ticket Holder fails to fulfill any of its obligations, representations or covenants under this Agreement or otherwise breaches this Agreement; or (3) any of Season Ticket Holder or Season 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.
2. Termination shall not prejudice the rights of either party to recover damages from the other for breach of this Agreement.
(a) Following any termination by Licensor, Licensor shall be entitled to immediately recover from Season Ticket Holder the aggregate of all unpaid annual Membership Fees for the remaining Term and all other amounts due in connection with the Tickets under this Agreement that are not otherwise recovered by Licensor in relicensing the Tickets.
(b) The foregoing remedies shall not exclude 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.
1. Work Stoppage or Force Majeure. In the event of any (i) strike, lock-out or other labor disturbance or (ii) epidemic, pandemic, acts of God, civil, public health or military authority, acts of public enemy, war, accidents, fires, explosions, earthquakes, hurricanes, floods, the elements, strikes or labor disputes, which results in the cancellation of any of the Team’s regular season matches at the Stadium (specifically including, but not limited to, Covid-19 or other pandemic, MLS players’ strikes and MLS owners’ lock-outs), and should such regular season matches not be rescheduled, a credit in an amount determined by multiplying the annual Membership Fee for the Contract Year with the cancellation(s) by a fraction, the numerator of which is the number of the Team’s regular season matches at the Stadium canceled during such Contract Year and the denominator of which is the number of the Team’s originally scheduled regular season matches for such Contract Year (the “Cancellation Credit”). The Cancellation Credit will be offset against the next Contract Year’s annual Membership Fee (or, if the annual Membership Fees for the Term were prepaid, offset against other charges or refunded, in the sole and absolute discretion of Licensor). There will be no reduction in Membership Fees for canceled pre-season or post-season matches of the Team or other Stadium events under this Section 10(a).
2. Damage or Destruction. In the event of any damage to or destruction of the Stadium which, in Licensor’s sole and absolute judgment, renders the Stadium unusable (“Material Damage”), then the annual Membership Fee payable under this Agreement will, unless reasonably comparable Tickets are made available to Season Ticket Holder, be reduced during the period of time that the Tickets are unusable. Any such reduction of the annual Membership Fee will be computed for each Contract Year impacted by Material Damage by multiplying the Membership Fee for such Contract Year by a fraction, the numerator of which is the number of the Team’s regular season matches at the Stadium for which the Tickets were unusable during such Contract Year because of Material Damage and the denominator of which is the originally scheduled number of regular season Team matches for such Contract Year. Any such reduction will be offset against the next installment of the annual Membership Fee (or, if the Membership Fees for the Term were prepaid, offset against other charges or refunded, in the sole and absolute discretion of Licensor). There will be no reduction in annual Membership Fees for cancelation or unavailability of the Stadium due to Material Damage for any pre-season or post-season matches of the Team or other Stadium events. If, in the event of any Material Damage, Licensor elects not to repair or restore the Stadium, this Agreement will terminate as of the date of such Material Damage, and the entire amount of the applicable reduction will be paid by Licensor to Season Ticket Holder. Upon payment of such reduction (or if the Membership Fees were prepaid, repayment of an amount determined by Licensor in respect of the remaining portion of the Term), Licensor will have no further liability under this Agreement. No annual Membership Fee will be reduced if the Material Damage is caused by Season Ticket Holder or Season Ticket Holder’s guests and invitees or invitees.
- 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 Season Ticket Holder or Season 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.
- SEASON 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 SEASON TICKET HOLDER’S OR SEASON TICKET HOLDER’S GUEST’S USE OF THE TICKETS, 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 Season Ticket Holder under, in connection with, or in any way related to this Agreement, Season Ticket Holder specifically agrees that its sole and exclusive remedy at law or in equity will be to a refund of the annual Membership Fee(s) previously paid, less any annual Membership Fee(s) applicable to any period of time before such claim arose, it being agreed that none of Licensor Acting Parties will ever be personally liable on account of such claim. In no event will any Licensor Acting Parties ever be liable to Season Ticket Holder for any indirect, special or consequential damages suffered by Season Ticket Holder or any of its guests or invitees, for whatever cost.
- Representations of Season Ticket Holder. Season Ticket Holder hereby represents, warrants, covenants and agrees as follows:
1. Season Ticket Holder has read and understands the terms of this Agreement.
2. Season Ticket Holder is acquiring the License for Season Ticket Holder’s own use and not with a view to the distribution, transfer or resale to others of the License or Tickets to Team matches or other Stadium events acquired by Season Ticket Holder hereunder.
3. Season Ticket Holder acknowledges that Season 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.
4. Season Ticket Holder has full authority to enter into and to carry out the terms and conditions of this Agreement. Season Ticket Holder has caused this Agreement to be validly executed and delivered on its behalf and this Agreement is enforceable against Season Ticket Holder in accordance with its terms.
1. Except as otherwise expressly provided in Section 18, 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 Season Ticket Holder may be given by email if Season Ticket Holder has consented to such delivery.
2. 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.
3. 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.
4. 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.
5. 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.
- Assignment, When Permitted. Licensor may freely assign all or any part of its interest in connection with a financing of the Stadium or otherwise. If Licensor assigns all of its interest in, and obligations under, the Agreement, then the assignee, after accepting such assignment, will be substituted as Licensor under this Agreement, and the predecessor Licensor will be relieved of all obligations and liability under the Agreement, whether arising before or after the date of assignment
- MLS Rules and Release. This Agreement and all of Season Ticket Holder’s rights herein are subject to all rules, regulations and requirements of or issued by, MLS, as they presently exist and as they may, from time to time, be entered into, created or amended (collectively, “MLS Rules”). This Agreement (and any amendment hereto) may be submitted to MLS promptly following full execution and delivery, and MLS may have the right to approve this Agreement as a condition subsequent to its continuing effectiveness. This Agreement will be binding on the parties until and unless MLS does not approve this Agreement pursuant to such condition subsequent. All parties to this Agreement acknowledge and agree that (i) Licensor’s right to operate an MLS team is subject to the terms and conditions of a confidential Expansion Agreement with the MLS and (ii) if such Expansion Agreement is (or the rights granted to Licensor under the Expansion Agreement are) terminated for any reason, no party to or beneficiary of this Agreement shall have any right of recourse to MLS, any of its members or Soccer United Marketing, LLC (collectively, the “MLS Beneficiaries”), which claims are hereby waived and released. This Section may not be amended or modified without the consent of the MLS Beneficiaries, who shall have the right to enforce this provision in accordance with its terms.
- 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, Season 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. Season Ticket Holder and Licensor agree that (i) Season Ticket Holder and Licensor may bring Claims against the other only in Season 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 Season 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 Season Ticket Holder or class proceeding, or conduct any type of class, collective or Season 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 Season 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, (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.
- Communications with Season Ticket Holder.
25. * (a) Season 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, Season Ticket Holder consents to Licensor communicating with Season Ticket Holder, in connection with this Agreement, using any telephone number or email address that Season Ticket Holder has provided to Licensor, or using any telephone number or email address that Season Ticket Holder provides to Licensor in the future. Licensor may communicate with Season 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 Season Ticket Holder at a mobile telephone service, or email otherwise directed to Season Ticket Holder. Licensor MAY USE SUCH MEANS OF COMMUNICATION EVEN IF SEASON TICKET HOLDER WILL INCUR COSTS TO RECEIVE SUCH PHONE MESSAGES, TEXT MESSAGES, OR EMAILS. Any Communication required to be given to Season Ticket Holder will be effective if sent by first class mail to the latest address Licensor has for Season Ticket Holder or, except as otherwise required by law, by electronic means to an address that Season Ticket Holder has provided.
40. 26. * (b) Season Ticket Holder acknowledges that Season Ticket Holder has the right to receive Communication on paper or in other nonelectronic form, and that Season Ticket Holder may withdraw Season Ticket Holder’s consent to receive Communication via electronic means at any time, at no fee or cost to Season 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 Season Ticket Holder also provides express notice of such withdrawal of consent in the manner set forth in this Section 19. If Season Ticket Holder wishes to receive specific Communication in paper form at any time, wishes to withdraw Season Ticket Holder’s consent to send and receive electronic Communication, or needs to update Season Ticket Holder’s electronic contact information (e.g., Season Ticket Holder’s email account address), Season Ticket Holder must provide notice to Licensor at the address set forth above. Licensor will confirm in writing the withdrawal of Season 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 Season Ticket Holder withdraws Season Ticket Holder’s consent, all further Communication will be provided to Season Ticket Holder in non-electronic form via U.S. mail, at no additional cost to Season Ticket Holder. Season Ticket Holder acknowledges that to access, view and retain Communications provided to Season Ticket Holder electronically, Season 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 Season 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. Season Ticket Holder acknowledges that Licensor reserves the right to revise the hardware and software requirements set forth in this Section 19 in a manner consistent with the E-Sign Act (15 U.S.C. § 7001 et seq.) and other relevant federal laws. 41. 27. * (c) Season Ticket Holder understands that Licensor provides an email address (email@example.com) to which Season Ticket Holder can transmit certain questions or comments for Licensor about this Agreement; however, because such email transmissions may not be secure or confidential, Season Ticket Holder will not transmit any confidential information to this email address, including, for example, any personal information about Season Ticket Holder. For transmission of any such confidential information, Season Ticket Holder will use only secure methods, such as U.S. mail, hand delivery by Season Ticket Holder or electronic communication methods offered by Licensor that are expressly represented to be used for confidential communication transmissions. 42. Automatic Payment of Annual Membership Fee. Season Ticket Holder hereby preauthorizes Licensor to automatically initiate payment of the annual Membership Fee from Season Ticket Holder on a designated debit card (“Automatic Debit Payment”) or credit card (“Automatic Credit Payment”) (an Automatic Debit Payment and an Automatic Credit Payment are each referred to herein as an “Automatic Payment”) of Season Ticket Holder on a recurring basis pursuant to the terms of this Agreement during the Term.
Season Ticket Holder (1) agrees to the terms of this Section 19 and (2) sign and send to Licensor a completed Preauthorization for Recurring Payment by Credit Card or Debit Card in the form attached hereto and incorporated herein (the “Preauthorization”), which shall designate a specified debit card (the “Debit Card”) or credit card (the “Credit Card”) (a Debit Card and a Credit Card are each referred to herein as a “Card”) of Season Ticket Holder for which Season Ticket Holder desires Licensor to initiate Automatic Payments.
By providing Season Ticket Holder’s Card information in a Preauthorization, Season Ticket Holder hereby represents and warrants to Licensor that Season Ticket Holder is the account holder or an authorized user of the Card specified in such Preauthorization and has the right, power and authority without any further authorization or consent from any other person to authorize Licensor to make Automatic Payments on such Card under this Agreement. In such capacity, Season Ticket Holder hereby authorizes Licensor to initiate Automatic Payments on the Card for payment of the annual Membership Fee and conduct related activities according to the terms and conditions set forth in this Agreement, and Season Ticket Holder further authorizes the issuer and payment network of the Card to process such Automatic Payments.
Only one (1) Debit Card or Credit Card can be designated at a time for recurring payments of the annual Membership Fee, and Season Ticket Holder must be the account holder or authorized user of the designated Debit Card or Credit Card.
Licensor shall initiate payment on the designated Debit Card or Credit Card on or about the payment dates (“Fee Payment Date”) and in the amounts detailed in Exhibit C – Membership Fee and Payment Schedule. If the Fee Payment Date falls on a federal holiday or weekend, Licensor shall initiate the Automatic Payment on the next business day.
The authorization provided in this Section 19 and in a Preauthorization may be terminated upon mutual written or verbal agreement by Season Ticket Holder and Licensor. Season Ticket Holder or Licensor may also terminate the authorization provided in this Section 19 and in a Preauthorization, unilaterally, at any time, with or without cause, by giving ten (10) business days advance written notice to the non-terminating party. Season Ticket Holder may also stop payment of an Automatic Debit Payment by notifying the bank or other financial institution which holds Season Ticket Holder’s account that is associated with the Debit Card or that issued the Debit Card and provides electronic fund transfer services for the Debit Card (“Season Ticket Holder’s Bank”) orally or in writing at any time up to three (3) business days preceding the scheduled date of such Automatic Debit Payment. If Automatic Payment is terminated, Season Ticket Holder shall remain responsible to pay the annual Membership Fee as required by this Agreement, and Season Ticket Holder shall select another payment option made available by Licensor in place of the terminated Automatic Payment.
Season Ticket Holder agrees to notify Licensor in writing of any changes to Season Ticket Holder’s Card information at least three (3) business days prior to the next Annual Payment Date. Season Ticket Holder shall provide any changes to Season Ticket Holder’s Card information by signing and sending to Licensor an updated Preauthorization that includes such new Card information.
Season Ticket Holder understands and agrees that as this is an Automatic Payment, adequate funds must be available in the applicable bank account or credit limit associated with the Card for payment of the annual Membership Fee on the Annual Payment Date. Licensor shall notify Season Ticket Holder of the amount and date of an Automatic Payment at least ten (10) days before the scheduled date of payment if any Automatic Payment amount will vary from (i) the previous Automatic Payment amount or (ii) a preauthorized amount, under this Agreement for the annual Membership Fee.
Season Ticket Holder has been provided a copy of this Agreement, the Preauthorization, and the authorization provided in this Section 19, which Season Ticket Holder should keep for Season Ticket Holder’s records.
Season Ticket Holder understands that Season Ticket Holder has certain rights under the Electronic Fund Transfer Act and its implementing regulation (“Regulation E”) with respect to unauthorized Automatic Debit Payments and the resolution of errors related to Automatic Debit Payments. If Season Ticket Holder suspects an error in any Automatic Debit Payment transaction, Season Ticket Holder may contact Season Ticket Holder’s Bank to preserve those rights; there may be a specified timeframe in which Season Ticket Holder is required to assert an error. This will not negate Season Ticket Holder’s responsibility to pay the annual Membership Fee as required by this Agreement during the investigation by Season Ticket Holder’s Bank.
Season Ticket Holder authorizes Licensor to retain and disclose information to third parties regarding Licensor’s Card and/or Automatic Payments in accordance with applicable laws, including but not limited to, the following circumstances: (1) when necessary to complete an Automatic Payment; (2) in order to comply with government agency requests, subpoenas, or orders, lawful discovery under federal or state rules of civil and criminal procedure, court orders, or as otherwise required by applicable law; or (3) if Season Ticket Holder gives Licensor written permission to do so; provided that, Licensor is also expressly permitted to disclose any such information to its officers, employees, directors, agents and affiliates.