As a condition of any use of this website as a Buyer or Seller or otherwise, You agree to the terms of this User Agreement (this “Agreement”).
1.1 Binding Acceptance: “Binding Acceptance” is defined in Section 3.4.4.
1.2 Buyer: “Buyer” means any person who is seeking to purchase or has purchased a Seat License through the Website. “Buyer” includes You when You seek to purchase or have purchased a Seat License through the Website. “Buyer” means the person purchasing from You when You are acting as a Seller.
1.3 Buyer’s Transfer Fee: The “Buyer’s Transfer Fee” is a transfer fee that Buyer pays to Marketplace, and is currently the greater of (1) ten percent (10%) of the accepted offer amount or (2) $250.00.
1.4 Marketplace: The “Marketplace” means STR Marketplace, LLC d/b/a St. Luis Cardinals Ballpark Founders Marketplace.
1.5 MLB: The “MLB” means all Major League Baseball entities, including, without limitation, MLB Advanced Media, L.P.
1.6 Seller: “Seller” means any person who is seeking to sell or has sold a Seat License through the Website. “Seller” includes You when You seek to sell or have sold a Seat License through the Website. “Seller” means the person selling to You when You are acting as a Buyer.
1.7 Seller’s Transfer Fee: The Seller’s Transfer Fee” is a transfer fee that Seller pays to Marketplace, and is currently the greater of (1) five percent (5%) of the accepted offer amount or (2) $250.00.
1.8 Transaction Completion: “Transaction Completion” is defined in Section 3.4.10.
1.9 Seat License Source: The “Seat License Source” means St. Louis Cardinals, LLC and/or Cardinals Ballpark, LLC, where applicable.
1.10 Seat License: A “Seat License” shall mean the rights held by the owner of a seat license under a Ballpark Founders Agreement and/or Ballpark Founders Cardinals Club Agreement with the Seat License Source and/or any other agreement or communication from the Seat License Source that describes or governs the rights held by the owner of a seat license with the Seat License Source.
1.11 Website: The “Website” means the website at http://stlcardinals.seasonticketrights.com/.
1.12 You: “You” means you, the user of this Website.
2. Marketplace rights, duties, and exclusion of duties
2.1 Your Use of the Website: Upon condition that You comply with this Agreement and all rules on the Website, Marketplace will permit You to use the Website. Marketplace may, in its sole discretion, prohibit You or any other person from use of the Website
2.2 Modification or Deletion of Listings: Marketplace may modify or delete any listing on the Website if You violate any term of this Agreement or any rule or requirement on the Website; or if Marketplace cannot verify any information that You provide; or if Marketplace determines that the listing must be modified or deleted to avoid liability for Marketplace or You or any other person.
2.3 Website Maintenance and Interruption: Marketplace may at any time modify, suspend, or discontinue, temporarily or permanently, the Website or any part of the Website without notice. Marketplace shall not be liable for any modification, suspension or discontinuance of the Website or any services relating to this Agreement. Marketplace does not warrant continuous, uninterrupted or secure access to the Website.
2.4 Reports to Government: Marketplace may report to any governmental agency or authority or to Seat License Source or to MLB any activity that Marketplace believes may violate any law or regulation.
2.5 No Enforcement Obligation: You have the right to enforce against Buyer or Seller any right that You may have under this Agreement and to enforce against Buyer or Seller any duty under this Agreement that may benefit You. Marketplace and Seat License Source and MLB have no obligation to enforce for Your benefit any right or obligation against Seller or Buyer under this Agreement. The foregoing disclaimer shall not be construed as a waiver of enforcement of rights by Marketplace or Seat License Source or MLB.
2.6 Assignment and Release of Rights to Interest on Money: You agree that Marketplace may earn or accrue interest on any money held by Marketplace during any transaction under this Agreement, and you assign to Marketplace (and agree to assign) all rights that You may have now or in the future to any earned or accrued interest on any money held by Marketplace during any transaction under this Agreement, and You release any claim that You may have, now or in the future, to any such earned or accrued interest.
3. Your Duties and Conditions of Your Use of the Website
Each of the following is Your duty and is a condition of Your use of the Website.
3.1 Registration, Name and Password: You shall register and provide all required information for registration as a condition to any transaction using the Website. You shall not register under a false name or use any other false information. You assume all obligations for any transaction relating to your registration, user name, or password. You shall protect the security of your user name and password.
3.2 Sales Must be through the Website: Other than as expressly provided in this Agreement, You shall not utilize contact information gained through the use of the Website to buy or sell a Seat License listed for sale on the Website.
3.3 Information: You shall provide accurate and complete information for any transaction using the Website. You shall not provide any information to Marketplace or list any information on the Website that is false, inaccurate, misleading, fraudulent, obscene or defamatory. You shall promptly provide to Marketplace all information required on the Website or by any communication from Marketplace. You shall promptly remove, correct or modify all information when any information becomes incorrect, incomplete, or misleading and Marketplace may remove any such information if it so elects.
3.4 Chronology of a Transaction and Your Obligations:
3.4.1 Listing a Seat License For Sale: If You have registered, then, subject to the discretion of Marketplace, You may list Seat Licenses for sale on the Website. You shall not list any Seat License for sale on the Website unless you have full authority to assign the rights in the Seat License (other than the required consent of Seat License Source). Seller may terminate a listing by notice to Marketplace at anytime before Binding Acceptance or after termination of the transaction as provided in Section 3.4.9.
3.4.2 Offer to Buy: If You have registered, then, subject to the discretion of Marketplace, You may submit through the Website an offer for a price to purchase Seat Licenses (an “Offer to Buy”). An Offer to Buy shall be binding upon Buyer for forty-eight (48) hours after Buyer submits the Offer to Buy or earlier if Buyer provides notice to Marketplace of termination of the Offer to Buy before Binding Acceptance has occurred. If Marketplace, in its sole discretion, determines that Binding Acceptance has occurred before termination of an Offer to Buy, then Buyer shall be bound as provided in Section 3.4.4. Buyer shall provide an Offer to Buy only in the form and manner prescribed by the rules of the Website.
3.4.3 Counter Offer: A seller may, in the process of rejecting an Offer to Buy, submit a counter offer to a Buyer (a “Counter Offer”). A Counter Offer shall be binding upon Seller for forty-eight (48) hours after Seller submits the Counter Offer or earlier if Seller provides notice to Marketplace of termination of the Counter Offer before Binding Acceptance has occurred. If Marketplace, in its sole discretion, determines that Binding Acceptance has occurred before termination of a Counter Offer, then Seller shall be bound as provided in Section 3.4.4. Seller shall provide a Counter Offer only in the form and manner prescribed by the rules of the Website.
3.4.4 Binding Acceptance and Sale of Seat License: “Binding Acceptance” occurs when Seller provides to Marketplace, through Seller’s account interface on the Website, electronic notice that Seller accepts an Offer to Buy or when a Buyer provides to Marketplace, through Buyer’s account interface on the Website, electronic notice that Buyer accepts a Counter Offer. Upon the occurrence of Binding Acceptance, Buyer and Seller agree that Marketplace will purchase Seat License from Seller for the amount of the accepted offer less the Seller’s Transfer Fee plus any cost related to the Binding Agreement on Ticket Sale in Section 3.4.5, and that the Marketplace will sell Seat License to Buyer for the amount of the accepted offer plus the Buyer’s Transfer Fee plus any cost related to the Binding Agreement on Ticket Sale in Section 3.4.5. Upon the occurrence of Binding Acceptance, except as expressly provided in this Agreement, Buyer and Seller are obligated to complete the transaction and to use reasonable efforts to achieve Transaction Completion. Accepting a written offer or a written counter offer through written communication on the Website’s message center does not constitute Binding Acceptance.
3.4.5 Binding Agreement on Ticket Sale: After Binding Acceptance, Buyer and Seller shall agree on the terms of the ticket sale, including, but not limited to, the cost of the available current season tickets, parking passes, playoff tickets, other event tickets relating to the Seat License, and/or any payments already made or currently due on Seller’s account with Seat License Source. A “Binding Agreement on Ticket Sale” shall exist when Buyer and Seller each provide notice to Marketplace of their agreement to the specific terms of the ticket sale. You shall be deemed to have given notice to Marketplace of Your agreement regarding the specific terms of the ticket sale if:
(1) You provide confirmation to Marketplace by written or electronic notice, or
(2) You fail to respond (within the time required or requested by Marketplace) to a request by Marketplace for confirmation.
Buyer and Seller may only amend this Binding Agreement on Ticket Sale by written confirmation from both Buyer and Seller. Buyer and Seller should notify Marketplace of any amendment to the Binding Agreement on Ticket Sale.
Communication on the Website’s message center shall not constitute a Binding Agreement on Ticket Sale. The message center is for communication purposes between Buyer and Seller and shall not be considered written or electronic notice to the Marketplace.
3.4.6 Payment After Binding Acceptance: No later than five (5) business days after receipt of the payment instructions from Marketplace, Buyer shall pay to Marketplace the amount of the accepted offer plus Buyer’s Transfer Fee plus any cost related to the Binding Agreement on Ticket Sale in Section 3.4.5.
3.4.7 Cooperation to Effect Transfer: After Marketplace’s receipt of Buyer’s payment as provided in Section 3.4.6, Buyer and Seller each shall cooperate with Marketplace and Seat License Source to complete the transfer of Seat License to Buyer, including execution and delivery of any necessary documents and participation in telephone calls if requested by Marketplace. After receipt of transfer instructions from Marketplace, then:
(1) no later than ten (10) calendar days after receipt of transfer instructions from Marketplace, Buyer shall execute and deliver to Seat License Source or Marketplace all documents necessary to begin the transfer of Seat License by Seat License Source, and
(2) no later than ten (10) calendar days after receipt of transfer instructions from Marketplace, Seller shall execute and deliver to Seat License Source or Marketplace all documents necessary to begin the transfer of Seat License by Seat License Source.
3.4.8 Verification of Transfer: Buyer and Seller each shall be responsible for reviewing all materials and information to ensure that all transfer documents are correct and to ensure that Seat License Source has transferred or will transfer the correct Seat License. Buyer and Seller should constantly verify all information relating to Seat License from the posting of Seat License for sale until Transaction Completion, including, but not limited to, any description given by Buyer, Seller, or Marketplace regarding the location of Seat License or any amenities or benefits associated with Seat License. You shall deliver to Marketplace any requested materials relating to Seat License transaction and transfer.
Before Transaction Completion has occurred, if any issues or errors regarding Seat License or the transfer of Seat License (not including issues or errors relating to sale and purchase of the current season tickets, parking passes, playoff tickets and/or other event tickets relating to the Seat License) are discovered, then all parties shall work together in good faith to attempt to correct the issues or errors for a reasonable period of time. If any issue or error is not resolved to the reasonable satisfaction of Buyer, Seller and Marketplace, then:
(1) Buyer or Seller may request that Marketplace exercise its discretion to terminate the transaction pursuant to 3.4.9(3); and,
(2) If the transfer of Seat License to Buyer has already occurred, then all parties will need to cooperate to transfer Seat License back to Seller; and
(3) Marketplace will determine, in its sole discretion if You should reimburse the other party for any fees or other amounts that result from the termination of this transaction.
3.4.9 Termination of a Transaction: A transaction may be terminated only as provided in this Section.
1. Termination Before Transaction Completion:
(1) If Binding Agreement on Ticket Sale as described in Section 3.4.5 does not occur within four (4) calendar days after Binding Acceptance and if Transaction Completion has not occurred, then, before Binding Agreement on Ticket Sale occurs, either Buyer or Seller may terminate the transaction by written or electronic notice to Marketplace.
(2) If Buyer has not timely made the payments required by Section 3.4.6 and if Transaction Completion has not occurred, then, before Buyer makes actual payment (though untimely), Seller may terminate the transaction by written or electronic notice to Marketplace.
(3) If Buyer has not delivered all documents necessary to begin the transfer of Seat License by Seat License Source within the time provided in Section 3.4.7 and if Transaction Completion has not occurred, then, before Buyer delivers all necessary documents (though untimely), Seller may terminate the transaction by written or electronic notice to Marketplace.
(4) If Seller has not delivered all documents necessary to begin the transfer of Seat License by Seat License Source within the time provided in Section 3.4.7 and if Transaction Completion has not occurred, then, before Seller delivers all necessary documents (though untimely), Buyer may terminate the transaction by written or electronic notice to Marketplace.
2. No Right of Termination After Transaction Completion: Neither Buyer nor Seller have any right of termination or rejection after Transaction Completion has occurred.
3. Termination by Marketplace: At any time before Transaction Completion, for reasons relating to allegations or concerns of misconduct, breach, or fraud, or otherwise for reasons relating to the integrity of the Website, or for any other reason, Marketplace may, in its sole discretion, terminate the transaction by notice to Buyer and Seller, and may, in its sole discretion, revoke the privilege of the use of the Website by Buyer or Seller and may, in its sole discretion, release Buyer and Seller from the prohibition against completing the transaction outside the Website.
3.4.10 Transaction Completion: “Transaction Completion” shall occur when Marketplace determines to its reasonable satisfaction based on information from Seat License Source that the transfer of Seat License to Buyer by Seat License Source will occur.
3.4.11 Payment by Marketplace after Transaction Completion: Within two (2) business days after “Transaction Completion”, Marketplace will pay to Seller the amount of the accepted offer less the Seller’s Transfer Fee plus any cost related to the Binding Agreement on Ticket Sale in Section 3.4.5.
3.5 Rules and Requirements: You shall comply with all rules and conditions contained in this Agreement or elsewhere on the Website.
3.6 Illegal Activities: You shall not use the Website in any way that would involve the sale of counterfeit or stolen items or that would involve any illegal activities or otherwise violate any law, statute, ordinance or regulation. You shall not use the Website for any illegal purposes.
3.7 Intellectual Property: You shall not use the Website in any way or engage in any activities relating to the Website that infringes any intellectual property of any third party, including, without limitation, patents, copyrights, trademark, trade secret rights, rights of publicity, and rights of privacy.
3.8 Viruses: You shall not provide any communication to the Website, directly or indirectly, that contains any virus, “time bomb”, phishing, or any programming intended to damage, interfere with, intercept or expropriate any system, data or personal information.
3.9 Obscene materials: You shall not use the Website in any way in connection with pornography or obscene materials.
3.10 Investigations: You shall cooperate with any investigation by Marketplace concerning any activities related to the Website and shall promptly provide to Marketplace any information required for any investigation.
4. Indemnity, Exclusions, Release
4.1 Your Indemnity of Marketplace and Seat License Source and MLB: You shall indemnify, defend, and hold Marketplace, Seat License Source, MLB, and their owners, affiliates, officers, directors, attorneys, agents and employees, harmless from any and all damages and expenses, including reasonable attorney’s fees, relating: (1) to any claim by any third party relating Your use of the Website or (2) to any taxes of any kind, including, without limitation, sales, income and ad valorem taxes due for any purchase or sale of a Seat License relating to this Agreement.
4.2 Exclusion of Warranties: Marketplace excludes any warranty that You or Buyer or Seller will complete any single transaction. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, MARKETPLACE PROVIDES THE WEBSITE AND ALL SERVICES “AS IS” AND “AS AVAILABLE”. MARKETPLACE MAKES NO WARRANTY WITH RESPECT TO ANY SEAT LICENSE, THE WEBSITE, OR ANY SERVICES RELATING TO THE WEBSITE. MARKETPLACE MAKES NO WARRANTY THAT SELLER OR BUYER WILL PERFORM AS PROMISED. MARKETPLACE EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. Some jurisdictions do not allow exclusions of implied warranties or limitations on how long an implied warranty lasts, so the above exclusion may not apply to you.
4.3 Exclusion of Certain Damages: Marketplace shall not be liable for any lost profits or special, consequential, incidental, indirect, special, or exemplary damages relating to any Seat License, the sale of any Seat License, the failed sale of any Seat License, the Website or any services relating to the Website. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusions or limitations may not apply.
5. Intellectual Property Ownership and Enforcement
Nothing in this Agreement confers to You any right in any Marketplace intellectual property except the permission expressly granted in this Agreement to purchase or sell Seat Licenses through the Website. All intellectual property shall remain the sole property of Marketplace or the other lawful owners thereof. In addition to any other rights and remedies Marketplace may have, Marketplace may seek injunctive relief from any court of competent jurisdiction for any violation or infringement of its intellectual property. You consent to the exclusive personal jurisdiction and venue of the federal and state courts in Houston, Texas for any such action.
6. General Terms
6.1 Entire Agreement: This Agreement is the entire agreement between the parties pertaining to the Website and use of the Website and supersedes all prior agreements and understandings relating thereto, written or oral.
6.2 Modification. Marketplace may modify this Agreement by posting the modified Agreement on the Website. The modified Agreement shall be effective when posted on the Website for any transactions begun after the posting. The modified Agreement shall be effective for any ongoing transactions if You continue to use the Website after the modified Agreement has been posted. No amendment, modification or supplement of any provision of this Agreement shall be valid except as provided in this section.
6.3 Independent Relationship: You and Marketplace are independent contractors. Nothing in this Agreement creates any relationship between You and Marketplace of agency, partnership, joint venture, employer-employee, or franchisor-franchisee.
6.4 Notices: Except as expressly provided, to provide any notice to Marketplace under this Agreement, You must provide notice by email, addressed as provided on the Website, or by certified mail, return receipt requested, addressed as follows:
550 Westcott St., Suite 500
Houston, TX 77007
Except as expressly provided, Marketplace shall provide notice to You under this Agreement by posting on the Website or to the email address that You provide during registration.
6.5 Governing Law and Venue: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, notwithstanding its conflicts of law rules. All disputes relating to this Agreement (including any disputes relating to any transactions conducted using the Website) shall be resolved in the state or federal courts in Harris County, Texas, unless the parties to the dispute agree otherwise.
6.6 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall not be affected.
6.7 Assignability: You may not assign or transfer this Agreement or any of Your rights or obligations under this Agreement without the prior written consent of Marketplace, which Marketplace can refuse in its sole discretion.