The following GENERAL TERMS AND CONDITIONS apply to the Individual Events Order Form, Invoice and Service Agreement and all subsequent order forms (each an "ORDER FORM"), for use of any suite or other premier seating benefit at any game or event at Wrigley Field. Together with the Order Form, these GENERAL TERMS AND CONDITIONS form a binding contract (all Order Forms and the General Terms and Conditions collectively known as the "Agreement"). By paying for or using any Wrigley Field Premier Inventory, you agree to follow and be bound by the following terms and conditions and the Agreement. Chicago Cubs Baseball Club, LLC and its affiliated companies ("We" or "Cubs") may revise the GENERAL TERMS AND CONDITIONS for any subsequent Order Form at any time without notice to you. The revised GENERAL TERMS AND CONDITIONS will be effective when posted. You can review the most current GENERAL TERMS AND CONDITIONS at https://www.mlb.com/cubs/tickets/premium/terms-and-conditions.
1. The License. Cubs hereby grants to the party signing the Order Form (the "Licensee") a limited, non-exclusive license, solely for the dates listed on the Order Form (the "Term"), to use the tickets, parking passes, benefits or other privileges (the "Premier Inventory") identified on the Order Form, subject to the terms and conditions of this Agreement, including without limitation payment by Licensee of the License Fee set forth on the Order Form, and subject to all rules and regulations promulgated by Cubs from time to time. Licensee, its guests and invitees shall be permitted access to and use of the Premier Inventory listed on the Order Form only upon each person's presentation of the ticket for the applicable game or event at Wrigley Field listed on the applicable Order Form (the "Event"). Licensee and its guests/invitees will abide by such rules and regulations as Cubs and/or Major League Baseball establish from time to time concerning the use and occupancy of the Premier Inventory and/or to provide for the protection of Wrigley Field and the safety, security and convenience of persons therein. The License granted by this Agreement is granted upon the express condition Licensee and Licensee's guests/invitees and visitors will comply with all such rules and regulations. It is expressly understood the right Licensee has pursuant to this Agreement to use any Premier Inventory and/or occupy any suite is a license. Licensee does not have a leasehold interest or any other interest in any suite, Premier Inventory, Wrigley Field or Wrigley Field property.
2. Premier Inventory. Licensee will have access to the Premier Inventory listed on the Order Form, starting at the hour when Wrigley Field gates open to the public and continuing until the earlier of 30 minutes following the conclusion of the game or event or until such earlier time as determined by Cubs in its discretion (e.g., if the Event is a Cubs game, in the event of a split doubleheader). All licenses herein are granted solely for the Event listed on the applicable Order Form, and solely for the date(s) listed. Premier Inventory is limited to the number of tickets listed on the Order Form. No more than this number of persons may be in the Premier Inventory area at any time. Licensee has no right to purchase tickets for, or to use the Premier Inventory during, other events at Wrigley Field not listed on the Order Form. Cubs is under no obligation to present a minimum number, or any particular types of, events during the Term. Cubs has no obligation to renew this license for any subsequent Event.
3. License Fee. The License Fee includes the Premier Inventory ticket value and fees for non-amusement (e.g., luxury) services. The ticket value, in the case of Cubs games, is the Infield Club Box price listed on www.cubs.com, and in the case of all other Events can be provided upon request. The remaining portion of the license fee is for non-amusement (luxury) services. The License Fee must be paid in full on or before the Due Date. Failure of Licensee to pay such amount when due entitles Cubs to void this Agreement and retain any deposit previously paid with no liability to Cubs whatsoever. Tickets will be released to Licensee only upon Cubs' receipt of full payment of the applicable License Fee. Licensee authorizes Cubs to charge Licensee's credit card for all amounts due pursuant to this Agreement.
4. Use of the Premier Inventory. The Premier Inventory is provided "AS IS" and no representations are made other than as specifically set forth in this Agreement. The terms and conditions of any ticket, including without limitation terms printed on the back of the ticket and any amendment to such terms from time to time, are incorporated herein as if fully set forth as part of this Agreement. Licensee and Licensee's guests/invitees are subject to and will abide by such terms and such other rules and regulations as Cubs may establish from time to time. Cubs will have the right to control access to the Premier Inventory area and to require each person using the Premier Inventory to present an admission ticket for a seat in the Premier Inventory area before entering the Premier Inventory area Notwithstanding anything in this Agreement to the contrary, Cubs has the right to remove any person from the Premier Inventory area and/or from Wrigley Field at any time in Cubs' discretion. Smoking is prohibited. Banners and signs may not be hung from the exterior seating area of any Premier Inventory area. No cans or bottles may be removed from any Premier Inventory area at any time or used in any way over the open-air portion of the grandstand. Without limiting the foregoing, neither Licensee nor any guest will throw debris into the seating areas or onto the playing field. Cubs reserves the right to prohibit the sale of alcohol to any Premier Inventory area where guests are engaged in inappropriate behavior, as determined by Cubs in its sole discretion. Licensee is responsible for the actions of all persons using the Premier Inventory or any associated ticket. No right retained by Cubs pursuant to this Agreement imposes any obligation on Cubs to monitor any Premier Inventory area or guest or to take any action. Licensee and all guests will keep and maintain the Premier Inventory area in good repair and condition at all times. Except for ordinary wear and tear, Licensee will reimburse Cubs for the cleaning, maintenance or repair of any damage caused to the Premier Inventory or Cubs' property in the Premier Inventory area by any act, error or omission of Licensee or any guest/invitee of Licensee. Licensee and all guests will at all times maintain proper decorum while using the Premier Inventory and will not act in a disorderly or disruptive manner. Licensee and all guests will comply with all applicable laws, ordinances, orders, rules, regulations and codes (including without limitation City of Chicago occupancy codes), and will not permit any violation thereof. Licensee and its guests/invitees will not transmit or aid in transmitting any information about any Event at Wrigley Field, including without limitation, any account, description, picture, video, audio, reproduction or other proprietary information about the game or related activities. Licensee grants Cubs and its designees the unrestricted right to use the name of any individual invited to the Premier Inventory area by Licensee, along with such person's voice, image and likeness, in any recording taken at the game, for any purpose and in any media known or subsequently developed, provided such use is incidental to the video or other photographic recording taken at the game/at Wrigley Field. Wrigley Field Premier Inventory includes public outdoor seating; neither Licensee nor its guests/invitees has any expectation of privacy/confidentiality in connection with any Premier Seating Inventory.
5. No Resale or Commercial Use. Licensee agrees not to use the Premier Inventory purchased hereunder or any ticket associated therewith for advertising or promotional purposes, including without limitation any sweepstakes, contest, give-away, and shall not offer for sale or resale the use of the Premier Inventory in any manner, including sales or attempted sales by means of a ticket agent or other third party by means of a public auction of any kind, without the express written consent of Cubs. Cubs will treat Licensee as the user of the Premier Inventory regardless of who is in attendance and will hold Licensee responsible as provided in Section 4, above.
6. Complimentary parking. For each Event to which Licensee receives tickets under this Agreement, License will receive the number of parking passes specified on the Order Form, allowing Licensee the right to park vehicles, at the vehicle owner's risk, in a lot or lot(s) designated by Cubs starting at the hour when the Wrigley Field gates are opened to the public until one hour after each such Event or such lesser hours of use as may be designated by Cubs from time to time. Cubs will furnish Licensee with parking coupons to be presented to gain admission to such designated parking areas. Licensee and its guests and invitees are encouraged to use public transportation, remote parking lot(s) or many of the other easy, convenient ways to get to Wrigley Field without driving. If Licensee, its guests, and/or invitees utilize parking coupons, Licensee is solely, and without limitation, responsible for any damage or theft associated with Licensee's vehicle or contents therein or violation of applicable motor vehicle laws.
7. Food and beverage. A standard, ballpark fare food and beverage package provided by Cubs' designated concessionaire is included in the License Fee for all single-event suite licenses. Cubs' designated food and beverage provider will make available for purchase additional food, beverage and/or catering services to be billed directly to Licensee and not included in the License Fee. No food or beverages other than those purchased from Cubs' designated third party concessionaire may be brought into or consumed in the Premier Inventory area except as approved by Cubs in advance. Cubs is not responsible for any products or services provided and Licensee agrees to waive any claim against Cubs for damages or injury related to any act, error or omission by any food or beverage provider. Licensee will pay on a timely basis all charges and expenses, including any applicable taxes, for catering services incurred by Licensee and its guests/invitees in connection with the use of the Premier Inventory. Licensee is solely responsible for all such payments. Cubs and the caterer(s) will treat Licensee as the user of the Premier Inventory regardless of who is in attendance and may hold Licensee responsible for all costs incurred.
8. Furnishings and alterations. Licensee will not add to, delete from, move or change, the interior or exterior of the Premier Inventory area without Cubs' prior written approval. Cubs may withhold such consent for any reason or no reason at all. Any fixtures or materials incorporated in or attached to the Premier Inventory area by Licensee will become Cubs' property unless Licensee has received Cubs' written consent or direction to remove them before the expiration of the Term, in which case Licensee will restore the Premier Inventory area to its original condition. Cubs' right to approve alterations includes but is not limited to the right to approve the decor used and the method of installing any such alterations.
9. Default. (a) If Licensee fails to pay any License Fee as and when due or otherwise fails in the performance of any term, covenant or condition of this Agreement, Cubs may, at its option: (i) withhold distribution of admission tickets to Licensee Events held at Wrigley Field and make the Premier Inventory available for license to other parties until Licensee's default is cured; or (ii) terminate this Agreement and all of Licensee's rights under this Agreement, at which time Cubs will have the right to dispossess Licensee from any rights under the Agreement, notwithstanding Cubs' prior distribution of admission tickets to Licensee. (b) In the event of an uncured default by Licensee, all payments previously made by Licensee will remain the property of Cubs and termination of this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination, Cubs will have the right, but not the obligation to re-license the Premier Inventory to another party. If Cubs has other inventory available for rental or license for its own account, Cubs may give priority to its own interests. In the event the Premier Inventory is licensed by Cubs to another party, any license fee received from the other party applicable to the remainder of the license term will be applied first to any costs and expenses incurred in re-licensing the Premier Inventory, including costs and attorney's fees for dispossession of Licensee, and then to the satisfaction of Licensee's obligations under this Agreement. (c) The remedies provided in this Section are cumulative and not to the exclusion of any other rights or remedies that may be available to Cubs, at law or in equity. No waiver of any default or breach by Licensee hereunder will be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Cubs in the exercise of any remedy provided for in this Section will be construed as a forfeiture or waiver of the same or any other remedy at a later time.
10. Access. Cubs and its agents and employees will have access to the Premier Inventory area at all times during the Term to the extent deemed necessary by Cubs in its discretion for performance of its obligations hereunder or otherwise in connection with its ownership of the Premier Inventory, regardless of whether Licensee is present to open and permit entry, and regardless of whether Licensee or any guest is occupying the Premier Inventory area. If Licensee is not present or available to grant Cubs access to the Premier Inventory area, Cubs may enter the Premier Inventory area by use of a pass-key or any other means without incurring any liability or responsibility whatsoever for any damage which results from such entry or for the care of the property of Licensee located within the Premier Inventory area, Licensee will not interfere with Cubs' right of access, by installation of additional or changed locks or otherwise. Cubs will have the right to control and limit the areas within Wrigley Field to which Licensee's officers, employees, agents, guests, invitees and visitors have access.
11. Unavailability of Premier Inventory. If the Premier Inventory is damaged or destroyed through no fault of Licensee or its guests and is unusable for the viewing of Events held at Wrigley Field, Cubs may elect to repair and restore the Premier Inventory. If Cubs so elects, this Agreement will remain in full force and effect, but Licensee will be entitled to a remedy as provided in Section 12 below for any regular season Event ordered and paid for and for which the Premier Inventory was unusable as determined by Cubs. If Cubs elects not to repair and restore the Premier Inventory, this Agreement will terminate as of the date of the damage or destruction, and all unused License Fees will be refunded to Licensee without interest.
12. Remedy. No refund or exchanges. Except where Event is a Chicago Cubs regular season home game and Licensee selects "Rain Out Insurance" on the Order Form, and pays the applicable fee, there are no refunds or exchanges of any Premier Inventory. Upon termination, all amounts due under this Agreement shall accelerate and become immediately due and payable and all Cubs' services and obligations to Licensee (including tickets) shall be null and void. Except where Event is a Cubs game and Licensee selects "Rain Out Insurance" on the Order Form and pays the applicable fee, no remedy will be provided to Licensee in the event a Rain Out, as defined in Paragraph 13, forces postponement, rescheduling or cancellation of any Event. If an Event does not occur for any reason other than a Rain Out as defined in Paragraph 13, below, including but not limited to, force majeure, act of Nature, labor dispute, or otherwise, (a "Missed Event"), and the Missed Event is rescheduled, the license shall apply to such rescheduled Missed Event and the Licensee shall have no right to cancel the license or seek a refund. If the Missed Event is not rescheduled, Licensee's sole and exclusive remedy shall be the refund of any prepaid License Fee, if any, applicable to the Premier Inventory associated with the Missed Event. Food and beverage charges for Missed Events will not be credited and Licensee will need to repurchase food and beverage service for any future Premier Inventory date. Notwithstanding the foregoing, food and beverage charges paid directly to Cubs' designated third party concessionaire shall be governed solely by the terms of sale provided by the concessionaire. Except as provided in Section 13, below, the remedies set forth in this Section 12 are Licensee's sole and exclusive remedy if any Event does not occur.
13. RAIN OUT INSURANCE. Provided Event is a Chicago Cubs regular season home game, Rain Out Insurance ("ROI") is available for an additional cost, as specified on the Order Form, for: individual Cubs game Premier Seating suites on the Nuveen Investments Suite Level, including the Legends Suite; the Budweiser Bleacher Suite; the Trolley Experience; the Bleacher Patio Experience; the Batting Practice Experience; and the Premier Seating Group Ticket Experience, in each case provided the Premier Inventory is licensed from Cubs' Premier Seating Department and noted on the attached Individual Game Order Form. Licensee may purchase ROI up until the Due Date (60 days preceding the scheduled date of the first game of the listed Premier Inventory unless otherwise approved in writing by Cubs' Director of Premier Seats and Services). ROI applies only to weather-related cancellations of games by Cubs or Major League Baseball, as the case may be, occurring either during the 48 hour period preceding the scheduled start time of the game or anytime during the date of the scheduled game (a "Rain Out"). Notwithstanding the foregoing, a Rain Out does not include, and ROI does not apply to, weather-related suspension of a game already in progress that Major League Baseball considers an "official" game according to Major League Baseball Rules (and which is therefore not rescheduled).
a. Cubs' receipt of Licensee's payment for ROI entitles Licensee to elect to receive a refund (the "Rain Out Refund") of the applicable prepaid License Fee (minus ROI) in the event of a weather-related postponement, cancellation or rescheduling of a scheduled game by Cubs or Major League Baseball, as the case may be, subject to all of the terms and conditions set forth in this Exhibit A. Notwithstanding anything herein, the Rain Out Refund excludes: (i) the cost of the ROI; (ii) amounts paid directly to Cubs' designated third party concessionaire; or (iii) cost of food/beverage actually delivered to a suite (whether or not consumed), as well as any taxes applicable to (i), (ii) or (iii).
b. In order to receive a Rain Out Refund, Licensee must: (i) select ROI on the Individual Game Order Form and pay the applicable License Fee (including ROI) by the Due Date; (ii) notify Cubs' designated Premier Sales contact, listed on the Order Form, in writing/email, of Licensee's ROI election within the 24 hour period after the Rain Out for which ROI has been purchased; and (iii) return to the Wrigley Field Box Office (in person or via mail) all tickets associated with the Rain Out at least 24 hours prior to any rescheduled game. Provided Licensee has fulfilled all conditions in the previous sentence, Licensee will receive a Rain Out Refund as provided in Section 13(a), above, within 45 days of Cubs' receipt of all outstanding Premier Inventory tickets for the date of the Rain Out. In addition, upon Cubs' receipt of written notice from Licensee as provided in (ii), Cubs will cancel all tickets for the Premier Inventory, Licensee forfeits any license to use the Premier Inventory for any rescheduled game, and Cubs may attempt (but is not obligated to) to re-license to any third party the package or any part thereof for any rescheduled game. Rain Out Refunds shall be paid, at Cubs' option, either via check to the address provided herein or, if paid by credit card, via refund to the credit card used to pay the License Fee.
c. If Licensee does not notify Cubs of its election to receive a refund as described above in section 13(b), above, the terms and conditions of both the license for the game that has been cancelled and the ROI purchased in connection with the Rain Out shall automatically be transferred to the rescheduled game on the date and time rescheduled by Major League Baseball, if any. Notwithstanding the foregoing, if for any reason the Rain Out is not rescheduled by Cubs or Major League Baseball, as the case may be, Licensee's sole and exclusive remedy shall be as provide in Section 12.
14. Representations and Warranties. Licensee represents and warrants: (a) Licensee is responsible for the actions of all persons using the Premier Inventory or any ticket for admission pursuant to this Agreement; (b) the individual signing the Order Form on behalf of Licensee has all necessary authority to do so and bind Licensee; (c) the Order Form is a binding obligation of Licensee; and (d) Licensee will comply with applicable law.
15. Liability. LICENSEE AND LICENSEE'S GUESTS AND INVITEES ASSUME ALL RISK AND DANGER INCIDENTAL TO EVENTS HELD AT WRIGLEY FIELD, WHETHER OCCURRING PRIOR TO, DURING OR SUBSEQUENT TO THE ACTUAL EVENT, INCLUDING SPECIFICALLY (BUT NOT EXCLUSIVELY), THE DANGER OF BEING INJURED BY RELEASED BATS, THROWN OR BATTED BALLS, OR OTHER OBJECTS; INCIDENTS INVOLVING OTHER PATRONS, INCLUDING THOSE WHO HAVE CONSUMED ALCOHOLIC BEVERAGES; SPILLS OF FOOD OR BEVERAGES; AND THE UNRULY BEHAVIOR OF OTHER PATRONS. LICENSEE AGREES TO ASSUME ALL RESPONSIBILITY AND LIABILITY FOR THE CONSUMPTION OF ALCOHOLIC BEVERAGES BY ITS GUESTS OR INVITEES AND FOR THE CONDUCT AND BEHAVIOR OF ITS GUESTS AND INVITEES IN THE PREMIUM INVENTORY PURCHASED HEREUNDER AND AGREES CUBS, WRIGLEY FIELD, THE OPPOSING TEAMS, EACH OF ITS AND THEIR AGENTS AND PLAYERS, AND OTHER INDIVIDUALS PERFORMING OR PARTICIPATING IN EVENTS AT WRIGLEY FIELD ARE NOT LIABLE FOR INJURIES FROM SUCH CAUSES. Cubs will have no liability or responsibility of any kind for any loss, damage or injury to any person or property in or around the Premier Inventory, in the Premier Inventory area or in any other part of Wrigley Field, its parking areas and environs, whether from theft or vandalism or any other cause, unless the loss, damage or injury was caused by Cubs' willful misconduct. Licensee agrees Cubs is not responsible or liable for any injuries, expenses, claims or liabilities resulting from or related to such causes. Licensee will indemnify, defend and hold Cubs, its parent and affiliated entities, and for each of the foregoing, its officers, directors, members, managers, employees, representatives, contractors, players and sponsors harmless from all claims, liability, loss, costs and expenses, including reasonable attorney's fees and court costs, arising from any allegation related in any way to: (a) the use or occupancy of the Premier Inventory, the Premier Inventory area or any other part of Wrigley Field, its parking areas and environs by Licensee or its visitors, invitees and guests; (b) any act, error, omission or failure to act by Licensee and Licensee's officers, agents, employees, visitors, invitees and guests; (c) any loss, injury or damage to any guest or invitee relating to or arising from any on-field workout or activity. Cubs shall control the defense of any claim involving Cubs or Wrigley Field.
16. Miscellaneous. Licensee will have no right to assign, sublet, sell or transfer any right or obligation under this Agreement to any third party without the prior written consent of Cubs, which consent may be withheld by Cubs in its sole discretion. Admission tickets may not be resold in violation of law. Any purported sale, transfer or assignment in violation of the provisions of this Section 16 will be void and will constitute an event of default hereunder. All notices, demands and other communications between the parties will be in writing, mailed or delivered to the address set forth on the Order Form of this Agreement, provided however notice to Cubs will also include a copy to: Office of the General Counsel, Chicago Cubs Baseball Club, LLC, 1060 W. Addison, Chicago, IL 60613. This Agreement, including the Order Form, represents the entire understanding between the parties with respect to the subject matter contained herein and supersedes and cancels any prior or contemporaneous agreements or understandings, written or oral, between the parties hereto. If any provision of this Agreement, or the application of such provision to any person or circumstance, is held to be invalid, the remainder of this Agreement or the application of such provision to other persons or circumstances will not be affected thereby. THIS AGREEMENT WILL BE INTERPRETED, CONSTRUED AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS. This Agreement will be binding upon the successors, permitted assigns, heirs, executors and administrators of the parties hereto and will be effective only upon execution by Cubs' Director, Premier Seating. This Agreement may be executed in several counterparts and by facsimile/email/.pdf signature, each of which will be deemed an original, and all of which taken together will constitute one single agreement between the parties with the same effect as if all the signatures were upon the same instrument.