Ticket Policies

Access and Use by Licensee. Licensee and Licensee’s guests shall be entitled to use the Carnegie Club Lounge pursuant to the terms set forth in the applicable Carnegie Club Lounge License and Ticket Agreement (“Agreement”). Access to the Carnegie Club Lounge shall be controlled by, and shall require the presentation by each person using the Carnegie Club Lounge of, an Admission Ticket thereto. Subject to any Public Health Regulations, Licensee shall have the right to enter the Carnegie Club Lounge one and one-half (1½) hours before the announced starting time for each Ballpark Event or consistent with the opening of the Ballpark Facility’s main gate, if different. Licensee shall vacate the Carnegie Club Lounge no later than one-half (½) hour after the conclusion of the Ballpark Event. In addition, Licensee may be given access to the Carnegie Club Lounge at other times (other than the time of a Ballpark Event or other event being held at the Ballpark Facility), upon written request approved by Manager in its sole and absolute discretion. If such request is approved, Manager may impose on Licensee such other terms and conditions as Manager in its sole and absolute discretion may require, including any Public Health Regulations. Licensee and Licensee’s guests shall be bound by and shall observe the terms and conditions upon which Admission Tickets to the Ballpark Facility are issued by Manager, the Commissioner of Major League Baseball, or by the promoter of any Special Event entitled to issue such Admission Tickets—available at https://www.mlb.com/Guardians/tickets/info/ticket-policies, which may also be modified or amended by Manager from time to time—including, without limitation, the policy/policies adopted by the issuer of such Admission Tickets with respect to the cancellation or postponement of the Ballpark Event to which such Admission Tickets pertain.

Access by Manager. Manager and its officers, agents, employees, licensees and representatives shall be entitled to have access to the Carnegie Club Lounge on such occasions and to such extent as Manager, in its sole and absolute discretion, shall deem necessary or appropriate for the proper performance of the duties and obligations required or contemplated to be performed and observed by Manager hereunder, including but not limited to any duties and/or obligations necessary to implement or apply any Public Health Regulations. For such purposes, Manager shall retain a key and/or keycard to access the Carnegie Club Lounge, and Licensee shall not change the lock or place any additional locks on, or otherwise restrict or impede Manager’s access to, the Carnegie Club Lounge.

Alterations. Licensee shall not make any changes to the Carnegie Club Lounge’s interior or exterior (including any changes to fixtures, furnishings, equipment or decor), without first having submitted a written request for, and having obtained the written approval of Manager, which approval may be granted or withheld by Manager in its sole and absolute discretion. Any such changes permitted by Manager shall be (a) made at Licensee’s sole cost and expense, (b) free of any liens or encumbrances, (c) performed in a good and workmanlike manner, and (d) in compliance with the Manager’s Lease and applicable permit, authorization, building and zoning laws or ordinances, and all other laws, ordinances, orders, rules, regulations and requirements of duly constituted governmental authorities. Any fixtures or materials incorporated in or permanently attached to the Carnegie Club Lounge by Licensee shall become part of the Ballpark Facility unless Licensee shall have obtained the written approval of Manager to remove the same prior to the expiration of the term of this Agreement or any renewal of Licensee’s right to use the Carnegie Club Lounge. If so removed, Licensee, at its own expense, shall repair and restore the Carnegie Club Lounge to its original condition, ordinary wear and tear excepted, prior to the incorporation or attachment thereof.

Compliance with Laws and Rules. Licensee and Licensee’s guests shall at all times maintain proper decorum while using the Carnegie Club Lounge, and shall comply with all present and future laws, ordinances, orders, rules and regulations of all duly constituted governmental authorities. Licensee and Licensee’s guests shall abide by and observe all Ballpark Facility policies and procedures, these Rules and Regulations and any other rules and regulations established from time to time by Manager. In the event Licensee or any of Licensee’s guests violate any such law, ordinance, order, policy, procedure, rule or regulation, or create any situation that interferes with other ticket-holders ability to enjoy the Ballpark Event, interferes with gameplay, or adversely affects the health, safety or welfare of the players, Ballpark Facility personnel or other patrons or invitees at the Ballpark Facility, Manager shall have the right to eject the parties responsible for such action or all the persons in the Carnegie Club Lounge from the confines of the Ballpark Facility, in addition to taking any other appropriate actions or remedies available to Manager, in its sole discretion, which may include but shall not be limited to, termination of this Agreement. Manager also subscribes to a zero-tolerance, anti-harassment policy for its employees and guests. As such, Manager prohibits harassment that is based on race, color, religion, gender, national origin, age, disability, sexual orientation or other bases protected by local, state and federal law. Such harassment demeans Manager’s employees and guests, and undermines the safe, effective and efficient operation of Manager’s business. In accordance with this policy, Licensee and Licensee’s guests agree to adhere to the anti-harassment commitment and to ensure that all employees and guests are treated with dignity and respect. To this end, any sexual, racial or harassing and discriminatory language, gestures, visual or physical conduct by Licensee and Licensee’s guests are strictly prohibited. Licensee shall not permit any use of the Carnegie Club Lounge in a manner that violates this Agreement.

Catering Services. Subject to any Public Health Regulations, food and beverage service shall be provided by a caterer designated by Manager. Non-inclusive food and beverage shall be provided at prevailing rates as established by such caterer, to be billed directly to Licensee. Licensee agrees to pay on a timely basis all charges and expenses, including any applicable taxes, for catering expenses incurred by Licensee in connection with the use of the Carnegie Club Lounge by Licensee or Licensee’s guests. Licensee shall be solely responsible for all such payments. No food or beverages other than those provided by the designated caterer or Ballpark Facility concessionaire (which includes food or beverages obtained in the Carnegie Club) may be brought into or prepared or consumed in the Carnegie Club Lounge, and no food or beverages may be removed from the Carnegie Club Lounge following a Ballpark Event without the consent of Manager, its designated caterer or any of their agents

Carnegie Club Lounge Credit. All eligible Carnegie Club Lounge credits will be computed after the conclusion of the Baseball Season. Any credits will be applied to the next installment of the Carnegie Club Lounge Fee payment due to Manager for the next year’s Carnegie Club Lounge Fee. If there is no invoice to apply this credit to, Licensee will have the option of applying credit to a renewal invoice or receiving a cash payment at the conclusion of the Baseball Season.

Disclaimer of Liability and Indemnification. Manager shall not be liable or responsible for any loss, damage, illness or injury to any person or property whatsoever in or around the Carnegie Club Lounge or the Ballpark Facility, resulting from any cause whatsoever, including disease, theft and vandalism, unless due to the gross negligence or willful misconduct of Manager, its employees or agents. Licensee shall indemnify and hold Manager harmless from and against any and all liability, losses, claims, demands, costs and expenses to which Manager may become subject to by reason of the access or use of the Carnegie Club Lounge, or any other part of the Ballpark Facility, by Licensee, its invitees or guests in contravention of the provisions of this Agreement, or arising out of the negligence or willful misconduct of Licensee, its invitees or guests (including theft or vandalism). To the extent that each party has the right to do so, each party agrees to waive its rights of subrogation, which might otherwise exist whenever any loss, cost or expense is covered by insurance.

Fan Conduct. Licensee specifically acknowledges and agrees to comply with the following statement of policy for fan conduct adopted by Manager on behalf of Licensee and all individuals utilizing Admission Tickets for access to the Carnegie Club Lounge:

Major League Baseball rules prohibit fans from entering the playing field, interfering with a ball in play, or negatively disrupting the game in any way. Those failing to comply and/or those putting at risk the health, safety and and/or security of others will face immediate ejection from the ballpark and possible arrest. The Cleveland Guardians encourage fan participation, and hope that you and your guests enjoy the games from your Carnegie Club Lounge, but please remember that other fans, including children, are around you. Foul, abusive, socially unacceptable language and other behavior deemed to be unacceptable fan conduct will subject such party to immediate ejection from the ballpark and possible arrest.

Enforcement of the above statement of policy for fan conduct shall be enforced by Manager and/or Major League Baseball, in their sole and absolute discretion.

Miscellaneous. This Agreement, and all the terms and provisions thereof, shall 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 shall be effective unless the same is in writing and signed by the parties, provided, however, that Manager reserves the right to modify or amend these Rules and Regulations at any time and from time to time in its sole discretion. This Agreement, together with these Rules and Regulations and all exhibits and schedules attached hereto and thereto, contains the entire written agreement between Licensee and Manager with respect to the matters provided for therein, and shall supersede any oral or written agreement previously made or entered into by Licensee and Manager