1. THESE TERMS, apply to each agreement (“Seat Agreement”) for the purchase of Club Seats or Suites for home games of the Ottawa REDBLACKS Football Club and the Ottawa Fury Football Club (each a “Team” and together the “Teams”) at the sports facility located at or around 1015 Bank Street in Ottawa, Canada (“Stadium”). In entering into a Seat Agreement with Lansdowne Stadium Limited Partnership (the “Licensor”), the Club Seat Holder or Suite Holder (the “Licensee”) expressly agrees to be bound by these Terms, which, together with the applicable Club Seat or Suite Addendum, forms an integral part of the Seat Agreement, and agrees that the Terms (as they are defined below) apply to all tickets purchased pursuant to the Seat Agreement.
2. GRANT OF LICENSE. Licensor hereby grants a revocable limited license to Licensee to use the number of seats and seat designations (section, row and seat number) in the Stadium, and the amenities expressly set out in the applicable Premium Seat Addendum. Licensee is not granted any property right, or any ownership or other equity interest in the Stadium, the Licensor, or the Ottawa REDBLACKS or Ottawa Fury FC (together the “Teams”). The license is a right of personal privilege revocable in accordance with the General Ticket Terms, these Premium Ticket Terms and Stadium Admissions Rules (together the “Terms”) as they may be amended from time to time.
3. FEE PAYMENT. The annual amount payable by Licensee for the Club Seat or Suite license (the “Fee”) shall be the applicable amount set forth on the Seat Agreement. Licensee shall pay the Fee annually during the Term, in accordance with the instructions in the terms set out in the Seat Agreement, until full satisfaction of all amounts owing. To the extent that payments for Club Seats or Suites are included in any periodic payment methods selected in the Seat Agreement, notwithstanding the completion of payments for other items (for example season seats), periodic payment for Club Seats or Suites will continue during the Term, until full payment is received. All sales are final. Deposit and ticket payments are nonrefundable. Payments returned by the bank will result in a $20 handling fee, which will be charged to your account. In the event the Licensee defaults on making a scheduled payment under the Seat Agreement during the Term, the Licensor may cancel any and all remaining tickets and related benefits granted to the Licensee without compensation.
4. POSESSION AND USE. Licensee will have access to the Stadium only upon presentation of a ticket for admission to a Stadium event. Licensee shall be bound by and shall observe the terms and conditions upon which tickets for admission to the Stadium are issued, including, without limitation, any policy adopted with respect to the cancellation or postponement of games or events. In addition, Licensee shall, and shall cause its “Guests” (defined as any person who enters any Stadium event using an admission ticket corresponding to any of the Club Seats or Suites) to maintain proper decorum and comply with all applicable laws, and all rules, regulations, and policies of all governmental authorities, the Licensor, the CFL, and any other operator of the Stadium or promoter of a Stadium event. Licensee shall not permit the use of the Club Seat(s) or Suite in violation of the Terms. Licensee shall be responsible for its Guest(s). A violation of this Section by Licensee or its Guest(s) may cause Licensee’s rights under the Seat Agreement to be terminated. Licensee shall, in addition to the other payments provided for in the Seat Agreement, reimburse Licensor for costs incurred by Licensor to repair any damage (other than normal wear and tear) caused by Licensee or its Guest(s) to the Club Seat(s), Suites or other property in or around the Stadium.
5. DISABILITY. If Licensee has a disability requiring an accommodation at the Stadium, then upon Licensee’s written request, Licensor will use its best efforts to accommodate Licensee. Accessible seats, like all Stadium seats, are subject to availability.
6. PARKING. Notwithstanding the issuance of parking passes for on-site parking, Stadium parking facility is a general admission lot with no specific parking space provided.
7. EXCLUSION OF EVENTS. Notwithstanding any optional priority or additional seating purchase rights offered to the Licensee, Licensee acknowledges and agrees that there will be events at the Stadium for which Licensor will not extend an invitation or priority right to Licensee, including but not limited to (i) events for with Licensor does not have the right to offer the option; (ii) events for which the nature of the event is incompatible with the attendance of the public; or (iii) to comply with rules or regulations issued by applicable Team governing bodies, or Licensor’s landlord, the City of Ottawa.
8. NO RESALE OR COMMERCIAL USE. Licensee may not, without the prior written approval of Licensor, resell event tickets or parking passes, privately or publically, which includes a prohibition on the use of any such tickets or parking passes in any manner in connection with any promotion of merchandise or services of any kind or for any other commercial purposes (including contest and sweepstakes) whatsoever.
9. ASSIGNMENT. Licensor may mortgage, pledge, assign or otherwise encumber its rights in the Seat Agreement for any purposes of the Licensor, and that, in such event, the Seat Agreement and the rights and interests of Licensee thereunder shall be subordinate thereto; provided that any such mortgagee, pledgee, assignee or the holder of any such lien shall agree in writing to recognize the Seat Agreement and the rights and interests of Licensee hereunder in the event of foreclosure or enforcement of said lien if Licensee is not then in default in the performance of Licensee’s obligations under the Seat Agreement. Upon any permitted assignment of the Seat Agreement, the assignee shall have all the rights of the assignor hereunder. Licensee agrees to execute whatever subordination documents Licensor reasonably requests. Licensee may not, without the prior written approval of Licensor, transfer, assign, pledge and/or encumber any or all of its rights under the Seat Agreement.
10. TERMINATION. In addition to other events of termination set forth in the Seat Agreement, the Seat Agreement and Licensee’s rights thereunder shall terminate, at the option of Licensor, without notice, upon the occurrence of any of the following events: (1) the failure of the Licensee or any of its Guests to observe all laws, ordinances, rules and regulations applicable to attendance by ticket holders at Stadium events; (2) the revocation by the Licensor of the license in accordance with policies and practices established by the Licensor from time to time regarding such revocation; or (3) any default by Licensee under the Seat Agreement. Such right shall be in addition to any other rights of Licensor at law, in equity, by way of damages, accounting or otherwise, and the exercise of such right shall not affect any right of action by Licensor.
11. LIMITATION OF LIABILITY. Neither of Licensor or the Teams, nor their respective members, officers, owners, managers, directors, employees or agents, shall be liable or responsible for any loss, damage or injury to any person or to any property of Licensee or its Guest(s) in or upon the Stadium, its parking areas or elsewhere resulting from any cause whatsoever, including, but not limited to theft and vandalism, except to the extent due to the gross negligence or the willful misconduct of Licensor or the Teams. The maximum liability of the Licensor to the Licensee under any theory of law, including contract or tort, for a breach by the Licensor under the Seat Agreement shall not exceed the amount of the Fee paid by the Licensee.
12. INDEMNITY. Licensee shall indemnify and hold harmless Licensor and the Teams, and their respective officers, owners, managers, directors, employees and agents, from and against any liability, losses, damages, claims, demands, costs and expenses, including attorneys’ fees and litigation expenses (including in any action between Licensee and any such indemnitee), arising out of or related to any personal injury or property damage (other than ordinary wear and tear) occurring in or upon the Stadium or elsewhere in connection with Licensee’s or its Guest(s)’ negligent use or occupancy of the Club Seats, Suite or Stadium premises, or any breach of the provisions of the Seat Agreement.
13. ALCOHOL CONSUMPTION. Without limiting the foregoing, Licensee specifically agrees that neither Licensee nor its Guests will bring into the Stadium any alcoholic or intoxicating beverage, or any illegal drugs. Intoxication or other signs of alcohol impairment that result in irresponsible behavior will not be tolerated and may result in expulsion. Licensee indemnifies and holds Licensor, the Teams, the Licensee’s concessionaire, Compass Group Canada Ltd and the City Of Ottawa (collectively the “Releasees”) harmless, and releases the Releasees from any liability whatsoever based on the actions of the Licensee or its Guests in contravention of this section and in connection with their consumption of alcohol at the Stadium.
14. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of Ontario and the laws of Canada applicable therein.
15. FORCE MAJEURE. A party shall not be responsible for its failure to perform or for delay in performance due to causes beyond its reasonable control and not occasioned by its fault or negligence, such as acts of God, fire, theft, flood, power outage, strike or labour difficulties, war, riot, embargo, or acts of civil or military authorities, provided however that lack of funds or credit shall not constitute an event of force majeure.
16. NOTICE. Any notice to be given under or in connection with the Seat Agreement shall be given in writing and delivered to the addresses set out in the Seat Agreement. If Licensee is a partnership or other corporate entity, as opposed to a natural person, communications and/or notices from Licensee hereunder shall not be effective unless signed by the individual signing the Seat Agreement on Licensee’s behalf, which individual shall be Licensee’s expressly designated agent for such communications and for receiving all tickets and other deliveries for Licensee hereunder. Licensee may replace such agent by notice served in writing to the Licensor.
17. ENTIRE AGREEMENT. The binding provisions of this Agreement constitute the entire agreement between the parties relating to the subject matter of this Agreement. This Agreement may only by modified by a document executed by authorized signatories of each of the parties hereto.
18. GENERAL. A term or condition of this Agreement can be waived or amended only by written consent of all parties hereto. Forbearance or indulgence by any party in any regard shall not constitute a waiver of the term or condition to be performed, and any party may invoke any remedy available hereunder or by law despite such forbearance or indulgence. Any obligations concerning payment and any other provisions that by their terms survive the expiry or termination of this Agreement, shall continue thereafter in full force, and shall bind the parties and their respective heirs, executors, administrators, successors and permitted assigns. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be severed from the Agreement, and the other provisions shall remain in full force. Time is of the essence with respect to the performance by Licensee of its obligations under the Seat Agreement.
19. ACKNOWLEDGEMENT. Licensee acknowledges and agrees that this agreement is with Lansdowne Stadium Limited Partnership and that no affiliate or related entity of Lansdowne Stadium Limited Partnership is intended to be bound hereby. The parties hereto acknowledge that Lansdowne Stadium Limited Partnership (the “Limited Partnership”) is a limited partnership formed under the law of the Province of Manitoba, a limited partner of which is only liable for any of the Limited Partnership’s liabilities to the extent of the amount that the limited partner has contributed to the capital of the Limited Partnership. The parties hereto acknowledge that the obligations of the Limited Partnership are not personally binding upon, nor shall recourse be had to, the property of any limited partner or the property of any successor or assign of any limited partner, and that recourse shall only be had to the property of the Limited Partnership or the property of Lansdowne Stadium GP Inc., which is the sole general partner of the Limited Partnership. The parties expressly acknowledge having been advised prior to entering into this agreement that Lansdowne Master Limited Partnership is the sole limited partner of the Limited Partnership and that, accordingly, its liability is limited as aforesaid.
20. TERMS SUBJECT TO CHANGE. The Licensor reserves the right to unilaterally amend the Terms from time to time, and such amendments shall be effective upon written notice to the Licensee. The Terms are available at www.OSEG.ca. To the extent that there is a conflict between the interpretation of the English and French versions of the Terms, the English version will prevail to resolve the conflict.