1. Applicability. Ticket Broker acknowledges and agrees that these Ticket Broker Terms & Conditions shall apply to the tickets purchased under this transaction and all other ticket transactions between the parties throughout the 2019 season (collectively, this "Agreement"). These Terms & Conditions shall also apply to renewals of any ticket rights and future ticket transactions between the parties. Club reserves the right to modify, update, and/or replace these Terms & Conditions in its sole discretion ("Updated Terms & Conditions"). Ticket Broker's purchase or use of any tickets after any Updated Terms & Conditions are made available to Ticket Broker shall be deemed as Ticket Broker's acceptance of such Updated Terms & Conditions.
2. Payments. Ticket Broker will receive an invoice from AZPB Limited Partnership dba Arizona Diamondbacks ("Club") for all payments due. If any payment is not made in full by its due date, interest shall accrue on all unpaid amounts at the rate of one and one-half percent (1.5%) per month. Lost or stolen tickets can be replaced upon payment of their full face value.
3. Ticket Cap. Club reserves the right to cap the number of tickets sold to Ticket Broker in its sole and absolute discretion.
4. Ticket Account. All tickets purchased by Ticket Broker must be managed through one (1) Arizona Diamondbacks Season Ticket Account ("Ticket Account"). If Ticket Broker has more than one (1) Ticket Account, Club reserves the right to consolidate all Ticket Accounts into a single Ticket Account. Any consolidated Ticket Account will be assigned the lowest (best) Ticket Account priority number.
5. Ticket Policy.
(a) Ticket Broker acknowledges that each ticket issued by Club is a separate, non-renewable, and revocable license which only permits the bearer the right to: (i) enter the publicly-accessible areas of Chase Field at times determined by Club; (ii) attend the game identified on the ticket; and (iii) sit in the seat location identified on the ticket. This Agreement and all tickets are revocable at Club's sole and absolute discretion, with or without cause. Club reserves the right to take appropriate action against all persons who fraudulently obtain wheelchair and companion seats including, without limitation, ejection and legal action. All tickets are subject to the standard terms and conditions of such tickets as set forth by Club and/or Major League Baseball ("MLB") including, but not limited to, the Arizona Diamondbacks Season Ticket Policies and Procedures available on www.dbacks.com/advantage (collectively, "Policies"). By using the tickets, Ticket Broker agrees to be bound the Policies.
(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE POLICIES, TICKET BROKER ACKNOWLEDGES AND AGREES TO THE FOLLOWING:
(i) Ticket Broker is not entitled to the following:
- Experience Credits
- Loyalty Cups
- Paper Tickets
- Print-at-Home Tickets
- Recovery Tickets
- Season Ticket Holder Advantage Discount Cards
- Ticket Exchanges
- Season Ticket Holder Text Message Offers
- Ticket Return
(ii) Postseason tickets may be made available for purchase as determined by Club in its sole discretion.
(iii) In the event Club elects to enter a renewal agreement with Ticket Broker, Ticket Broker is not entitled to the following:
- Additional Seats
- Relocated Seats
- Upgraded Seats
- Purchase Incentives
6. Resale. Resale or attempted resale of any ticket in a manner or at a price in violation of any federal, state, or local law or regulation is grounds for seizure of Ticket Broker's tickets and/or cancellation of this Agreement without refund or other compensation, and may result in a criminal sanction, fine, or other penalty. Any such sale or attempted sale shall constitute an event of default hereunder. Ticket Broker shall not offer or otherwise utilize any tickets or other benefits issued to it pursuant to this Agreement for advertising, promotional purposes (including sweepstakes or contests), or other trade purposes without Club's prior written consent.
7. AUTOMATIC RENEWAL. TICKET BROKER ACKNOWLEDGES AND AGREES THAT TICKET BROKER'S ACCOUNT IS ENROLLED IN "EASY PAY", WHICH PERMITS CLUB TO AUTOMATICALLY RENEW TICKET BROKER'S TICKETS ON AN ANNUAL BASIS. TICKET BROKER HEREBY AUTHORIZES CLUB TO AUTOMATICALLY RENEW THIS AGREEMENT FOR THE FOLLOWING SEASON. DURING CLUB'S ANNUAL RENEWAL PERIOD, TICKET BROKER WILL RECEIVE AN INVOICE WITH THE PRICE OF TICKET BROKER'S TICKETS AND PAYMENT SCHEDULE. TICKET BROKER MAY CANCEL EASY PAY BY PROVIDING NOTICE TO CLUB AS SET FORTH ON THE INVOICE. ABSENT SUCH NOTICE, TICKET BROKER'S CREDIT CARD WILL BE CHARGED FOR EASY PAY.
8. Indemnification. Ticket Broker shall indemnify, defend, and hold harmless Club, AZPB REM Limited Partnership, AZPB FM Limited Partnership, Arizona Diamondbacks Foundation, Inc., Arizona Diamondbacks Events and Entertainment LP, Maricopa County Stadium District, and their respective successors, partners, members, principals, representatives, parents, subsidiaries, affiliates, consultants, insurers and sureties, assigns, officers, directors, employees, and/or agents (collectively, "Indemnified Parties") from any claims, actions, damages, losses or expenses made against or suffered by the Indemnified Parties because of or based upon any misrepresentation, negligence, act or omission, or failure to perform any obligation under this Agreement by Ticket Broker (or any person using Ticket Broker's tickets).
9. Default; Limitation on Club's Liability. It shall be a default of this Agreement if Ticket Broker: (a) fails to pay any fees when due under this Agreement; (b) fails to comply with or perform any provisions of this Agreement; or (c) becomes insolvent. In the event of a default by Ticket Broker, Club: (i) shall be excused from further performance under this Agreement; (ii) may treat this Agreement as having been terminated as of the time of default; (iii) without further notice and with or without terminating this Agreement, may terminate Ticket Broker's rights described herein; (iv) may, without further notice or demand, declare any amount owed by Ticket Broker that is unpaid (irrespective of its due date) immediately due and payable; and/or (v) may recover from Ticket Broker all losses and damages it suffers by reason of a default. In the alternative, at its option, Club may continue this Agreement and recover all damages resulting from the default. Ticket Broker acknowledges that Club has other available ticket inventory that Club sells, trades, or makes available to third parties. Ticket Broker understands that, in the event of a default by Ticket Broker, Club shall have no obligation to sell Ticket Broker's tickets first, and should Club elect to transfer any rights to Ticket Broker's tickets to a third party, such transfer shall not be deemed a mitigation of Club's damages unless all other available tickets at Ticket Broker's price point have been sold. In the event of a default by Club, Ticket Broker may: (i) treat this Agreement as having been terminated as of the time of default and thus be excused from further performance under this Agreement; or (ii) continue this Agreement and recover all damages resulting from the default. THE MAXIMUM LIABILITY OF CLUB UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL PRICE LISTED ON THE FIRST PAGE OF THIS AGREEMENT. In no event shall Club be liable or responsible for any lost income, lost profits, or consequential damages of Ticket Broker or any person or entity.
10. Force Majeure. If a game cannot be played because of fire, the elements, mob, riot, national or local emergency, strikes, lockouts, work stoppage, calamity, epidemic, war, terrorism, or for any other reason outside the control of Club, Club shall provide Ticket Broker with a credit that can be applied to future Club games (subject to availability for the game requested).
11. Ticket Credit. All credits issued to Ticket Broker under this Agreement (including, without limitation, unused deposits) are: (a) nonrefundable; (b) shall expire one (1) calendar year from its issuance; and (c) shall be retained by Club upon expiration.
12. Assignment. Ticket Broker may not assign this Agreement without the prior written consent of Club, which consent may be withheld in Club's sole discretion.
13. Governing Law and Legal Remedies. This Agreement shall be governed and controlled by the laws of the State of Arizona. The venue for any dispute between the parties shall be Phoenix, Arizona. The prevailing party in any court or arbitration proceeding shall be entitled to recovery of its reasonable attorney's fees and costs.
14. Authority. Each individual executing this Agreement on behalf of, or as representative for, a person, partnership, corporation or other entity represents that he/she is duly authorized to execute and deliver this Agreement on behalf of such person or entity, and that this Agreement is binding upon such person or entity in accordance with its terms.
15. Future Contact. Ticket Broker hereby gives permission to Club to contact Ticket Broker about future ticket opportunities and offers. Opt-outs apply.
16. Entire Agreement. This Agreement contains the entire agreement and understanding of the parties as to the subject matter of this Agreement, and may not be amended except by a writing signed by both parties. In the event of a conflict between this Agreement and any other agreement between the parties, this Agreement shall control.