MEMBERSHIP AGREEMENT
Thank you for being a part of Vancouver Whitecaps FC (“Whitecaps FC”) for 2024! We hope you're as excited as we are for the season. VWFCLP is proud to offer its Members the below Membership benefits for each annual soccer season from January 1 to December 31 (each a “Season”).
Below, you will also find your Whitecaps FC Membership (“Membership”) terms and conditions (this “Agreement”). By enrolling in a Membership, you agree to the following terms and conditions. Your breach of any of the terms and conditions in this Agreement will automatically terminate the grant of license and benefits evidenced by your Membership. Please note that by entering into this Agreement, you are enrolling in a membership that will automatically renew each year until you opt-out of such auto-renewal. As such, please read the below carefully and if you have any questions, contact your Fan Services rep at 604.669.9283 ext. 1.
A. DEFINITIONS
In this Agreement, “VWFCLP” means the VANCOUVER WHITECAPS FC LIMITED PARTNERSHIP, being the entity that operates the professional Major League Soccer team, Whitecaps FC. “Member” means an individual or entity in possession of a Membership. “MLS” means Major League Soccer.
B. MEMBERSHIP BENEFITS
(Updated August 15, 2023)
Membership includes the following benefits for each Season:
Description
Whitecaps FC Tickets (Regular Season MLS home matches held at BC Place Stadium) . Membership includes a ticket for all 17 Whitecaps FC regular season MLS home matches at BC Place Stadium (the “MLS Matches”).
Tickets for Regular Matches are for those seats selected by the Member for their Membership (the “Selected Seats”).
Charges
MLS Matches are included in Membership base cost.
Description
Whitecaps FC Tickets (First home match held at BC Place Stadium in each of the following competitions: Canadian Championship, Leagues Cup, CONCACAF Champions League) . Membership includes a ticket for the first Whitecaps FC home match at BC Place Stadium, if applicable, for the Canadian Championship, Leagues Cup and CONCACAF Champions League (collectively, the “Bonus Matches”, and together with the MLS Matches, the “Regular Matches”). Members are not guaranteed a minimum number of Bonus Matches. Tickets for Bonus Matches are for the Member's Selected Seats.
Charges
No additional charge for Members.
Description
Whitecaps FC Tickets (Home matches held at BC Place Stadium, excluding any Bonus Matches, in each of the following competitions: MLS playoffs, Canadian Championship, Leagues Cup, CONCACAF Champions League ). Membership automatically guarantees the option (the “Playoffs Option”) to purchase a ticket for all MLS playoff, Canadian Championship, Leagues Cup, and CONCACAF Champions League (each, a “Competition”) home matches at BC Place Stadium, if applicable, which are not Bonus Matches (collectively, the “Playoff Matches”). To take advantage of the Playoffs Option, Members must proactively opt-in based on instructions received from or on behalf of VWFCLP. For greater certainty, Members may elect to purchase tickets for all the Playoff Matches in a Competition by opting-in to the Competition.
The Member's Selected Seats are guaranteed to be available for all Playoff Matches in a Competition for which the Member opts-in to purchase tickets, with the exception of the MLS Cup final playoff match (the “MLS Cup Final”). The Member's Selected Seats are not guaranteed to be available for the MLS Cup Final, but the Member is guaranteed a seat.
Details regarding corresponding additional charges and Playoffs Option exercise are found in section C.4 below.
Charges
The Playoffs Option is included in Membership base cost, but actual Playoff Match tickets are additional to Membership base cost. Ticket prices for each Playoff Match within a Competition will be circulated by VWFCLP 14 or more days before the first Playoff Match of the Competition.
If Members opt-in through exercise of the Playoffs Option, they will automatically be invoiced for their Playoff Match tickets on a “pay as we play” basis. For clarity, if Members want to purchase Playoff Match tickets for a Competition on a match-by-match basis, with no obligation to purchase tickets for all Playoff Matches in the Competition, they should not exercise the Playoffs Option for the Competition and should instead purchase single match tickets through the Whitecaps FC site. For the avoidance of doubt, if Members do exercise the Playoffs Option, they will not be charged for any Playoff Matches that are not actually hosted and played by Whitecaps FC.
Description
Loyalty Rewards and Experiences Program. The Loyalty Rewards and Experiences Program gives Members access to win exclusive prizing and rewards, first opportunity for Cascadia Cup away tickets, and any Member exclusive events (collectively, the “Loyalty Rewards”).
Charges
Included in Membership base cost.
Description
Additional Features and Benefits. Members will also enjoy the benefits found on https://images.mlssoccer.com/image/upload/v1692059864/assets/van/2024_Season_Memberships (together with the Playoffs Option and Loyalty Rewards, the “Membership Perks”).
Charges
Included in Membership base cost.
C. MEMBERSHIP AUTOMATIC RENEWAL AND PAYMENT TERMS
By selecting and enrolling in a Membership, each Member joins a membership that will renew every year on the following payment terms:
1. Initial Purchase of Membership prior to September 15 for an upcoming Season and Subsequent Annual Renewal Payment Plan Options . Individuals or entities who initially purchase a Membership prior to September 15 for an upcoming Season will have access to the following two payment plans for their initial upcoming Season, as will all Members whose Memberships are auto-renewing pursuant to section C.5:
a. Annual Plan: This plan allows Members to pay 100% of the cost of their Membership for the then-upcoming Season on each September 15 of the then-current Season. This payment may be made using Visa, Mastercard, or American Express (each a “Credit Card”), or by Interac, cash, or cheque (“Annual Plan”).
b. Monthly Payment: This plan allows Members to pay for the cost of their Membership for the then-upcoming Season by making 10 equal monthly payments commencing on September 15 of the then-current Season, with the remaining payments being due on the 15th day of each of the 9 subsequent months through to June 15 of the then-upcoming Season. For example, the first payment for the 2024 Season would be on September 15, 2023, and the last payment for the 2024 Season would be on June 15, 2024. These monthly payments may be made by Credit Card or Interac only.
2. Initial Purchase of Membership after September 15 or within the then-current Season-Payment Plan Options. Individuals or entities that purchase a Membership for the then-upcoming Season after September 15 of the then-current Season, or that purchase their Membership for the then-current Season during that same Season (collectively “Late Purchasers”), will not have access to the payment plans described in section C.1 for the first Season of Membership. Instead, Late Purchasers will have access to the following two payment plans:
a. Lump Sum: This plan allows Late Purchasers to pay 100% of the cost of their Membership at the time of purchase. This payment may be made using a Credit Card, or by Interac, cash or cheque.
b. Monthly Installments: This plan allows Late Purchasers paying by Credit Card or by Interac to pay for their Membership in installments in accordance with one of the following installment plans:
i. Subject to section C.3, the Membership purchase price will be divided into 10 equal monthly installments, each of which is due on the 15 th day of each month remaining from the date of purchase through to June 15 of the Season for which the Membership is being purchased. Notwithstanding the foregoing, the first payment made by a Late Purchaser under this plan will be due on the date of Membership purchase and will be equal to the difference between (a) the total Membership price on the date of purchase, and (b) the amount of the remaining monthly installments to be paid on the 15th day of each month between the date of purchase and June 15 of the Season for which the Membership is being purchased. For example, if a Membership for the then-upcoming Season is purchased on December 20 of the then-current Season, the initial payment would be equal to the sum of the monthly payments for September, October, November, and December.
ii. Subject to section C.3, if the date of the Membership purchase for the then-current Season is after January 15, the Member may elect to have the Membership purchase price divided into 5 equal installments, each of which is due on the 15 th day of each month remaining from the date of purchase through to June 15 of the then-current Season, or until the Membership is fully paid, whichever is earlier. Notwithstanding the foregoing, the first payment made by a Late Purchaser under this plan will be due on the date of Membership purchase and will be equal to the greater of (i) one of the 5 monthly installment payments, or (ii) the difference between (a) the Membership price at the time of purchase, and (b) the amount of the remaining monthly installments to be paid on the 15th day of each month between the date of purchase and June 15 of the then-current Season. For example, if a Membership is purchased on January 20 of a then-current Season, the initial payment would be equal to one of the 5 monthly installment payments, but if it is purchased on April 20 of a then-current Season, the initial payment would be equal to the sum of the monthly payments for February, March, and April (i.e., because May and June are the only remaining pay periods, the first payment must be equal to three installments).
Late Purchasers may select one of the payment plans outlined in section C.1 of this Agreement for the automatic renewal of their Memberships for subsequent Seasons (such automatic renewal being more fully described in section C.5 below).
3. Pro-Rated Membership Dues.Membership pricing is not reduced automatically if the Membership is purchased later in the Season. Without limiting the foregoing, Memberships purchased on a date after the first Regular Match has been played in the then-current Season may, in VWFCLP's sole discretion, be eligible for reduced Membership dues. Please contact the Fan Services department of VWFCLP for further details regarding pro-rated Membership dues.
4. Playoff Matches. Regardless of the payment plan selected by the Member in section C.1 or C.2, as applicable, the Playoffs Option to opt-in to the purchase of tickets for a Competition will be offered to all Members based on pricing presented by VWFCLP to Members 14 or more days before the first home match held at BC Place Stadium within the Competition.
If Members wish to exercise their Playoffs Option in respect of any given Competition, they must proactively opt-in to purchase such Playoff Match tickets based on instructions received from or on behalf of VWFCLP. Exercise of the Playoffs Option for any given Competition will result in the Member opting-in to purchase tickets for all Playoff Matches in the Competition. Therefore, once Members have opted-in for the Competition, they will automatically be invoiced or billed, as applicable, for each Playoff Match within the Competition(s) as it is confirmed (e.g., a “pay as we play” model). For the avoidance of doubt, if Members do exercise the Playoffs Option, they will not be charged for any Playoff Matches that are not actually hosted and played by Whitecaps FC.
If Members are paying by Credit Card or Interac, billing will occur in accordance with section C.6. If Members are paying by cash or cheque pursuant to an Annual Plan, payment for each Playoff Match must be received by VWFCLP either, (i) 10 days before the Playoff Match, or (ii) if the date for the Playoff Match is fixed less than 10 days before the date thereof, not less 3 days before the date of the Playoff Match. If payment is not received within the foregoing timelines for a Playoff Match, the Member's option hereunder to purchase tickets for such Playoff Match will be forfeited (i.e., the Playoffs Option will be rendered null and void).
For clarity, if Members do not want to lose their guaranteed tickets for the applicable Playoff Match(es) of a Competition, they must proactively opt-in to the Competition (e.g., there is an automatic right to purchase these tickets in accordance with the instructions and during the time period indicated, but Members must take steps to purchase same).
Members are guaranteed their Selected Seats for all Playoff Matches, except for the MLS Cup Final. While VWFCLP guarantees that Members will have a seat for the MLS Cup Final, if applicable, VWFCLP does not guarantee that Members will have their Selected Seats for the MLS Cup Final.
If Members want to purchase Playoff Match tickets for a Competition on a match-by-match basis, with no obligation to purchase tickets for all Playoff Matches in the Competition, they should not exercise the Playoffs Option for the Competition and should instead purchase single match tickets through the Whitecaps FC site.
5. Automatic Membership Renewal. With the purchase of a Membership for any Whitecaps FC Season, Members enter into an automatic renewal membership program. Through this program, Members will have their Membership automatically renewed for the then-upcoming Season each September 15 of the then-current Season, until such time as they choose to opt-out of their Membership. Members may opt-out of their Membership for the then-upcoming Season at any time before September 15 of the then-current Season by completing the webform found on https://www.whitecapsfc.com/2020-whitecaps-fc-caps-club-membermembership-opt-out-info . Any such Member will retain Membership status for the remainder of the then-current Season, and any outstanding or future Membership payments relating to the then-current Season must still be paid by the Member. Opt-out procedures for the then-current Season are dealt with in section C.7 below.
VWFCLP will communicate with Members at least 30 days prior to the automatic renewal date of September 15 each year, and will highlight any changes to the price of the Membership or material changes to the Membership benefits for the then-upcoming Season. If Members wish to select a different payment plan under section C.1 for the then-upcoming Season, they may do so by informing the VWFCLP Fan Services department prior to September 14 of the then-current Season, provided that no change in a payment plan will be effective until confirmed in writing by the VWFCLP.
6. Payment Authorization.
a. Billing. The Member understands that by clicking “Agree” and enrolling in a Membership, the Member expressly authorizes VWFCLP to bill the Member for Membership dues in accordance with the payment terms that the Member selects. For all Membership payments, this billing authorization shall remain in effect for so long as the Membership remains in effect. The Member hereby represents and warrants that the Member has the authority to approve charges in accordance with the listed billing information for the purpose of paying the Member's Membership dues. For greater certainty, if the Member is paying by Credit Card or Interac, the Member acknowledges that the foregoing billing authorization includes the Member's express authorization for VWFCLP, or its assignee, or their respective agents, to debit the amount of each payment from the Member's bank account.
b. Payment Date. If a Member is paying for their Membership by Credit Card or Interac, the Member acknowledges that, with respect to all payments following the Member's initial Membership payment, VWFCLP, or its assignee, or their respective agents, will initiate Credit Card or Interac debits on or about the 15 th day of the applicable month, but the actual debit date will depend on the Member's financial institution. If a Member is paying for their Membership by cash or cheque, the Member acknowledges that, with respect to all payments following the Member's initial Membership payment, it is solely the Member's responsibility to ensure that each and every payment is made by the applicable due date. The Member further acknowledges that, under all Memberships, all payments are due on the dates specified regardless of Regular Match or Playoff Match cancellations or rescheduling.
c. Correct Payment Information. The Member understands that it is solely the Member's responsibility to ensure the Member's payment information is current and to notify VWFCLP of any deficiencies such that they may be remedied, and that the Member's failure to do so within a commercially reasonable time frame will result in a loss of Membership privileges and may result in a revocation of Membership. VWFCLP reserves the right to charge a processing fee of CAD$25.00 in the event a scheduled payment is missed or refused for any reason.
d. Billing Errors. The Member understands and agrees that VWFCLP is not liable in any way for erroneous billing statements or incorrect charges, and that in the event of such a billing error, VWFCLP's only responsibility is to correct it if and when VWFCLP receives notice of the error.
e. Procedure if Payment Deadline Missed. If a Member is paying by Credit Card or Interac, and the Credit Card or Interac is declined for any given payment for any reason, VWFCLP will re-run the Credit Card or Interac 24 hours after the payment is initially declined (or on the next business day after the payment is initially declined, whichever is later), and again 48 hours after the payment was initially declined (or on the second business day after the payment is initially declined, whichever is later). If at any time a deadline for payment has passed and payment has not yet been made, irrespective of the Member's selected payment method and payment plan, VWFCLP will attempt to notify the Member by contacting the Member at the phone number and/or email address provided by the Member. Notwithstanding the foregoing, if payment has not been made by a specified deadline, irrespective of the Member's selected payment method and payment plan, the barcode for the Member's tickets and all other Membership benefits shall be suspended until the Member's account is brought up to date. VWFCLP may, in VWFCLP's sole discretion, resell the Member's tickets for future Regular Matches or Playoff Matches otherwise reserved for the Member at any time while the Membership is suspended. If the Member's tickets for any future Regular Matches or Playoff Matches are sold while the Membership is suspended and the Membership is subsequently restored, VWFCLP will make commercially reasonable efforts to substitute other substantially similar tickets for those that have been sold on an ‘as-available' basis.
For the avoidance of doubt, individuals or entities who select and purchase a Membership expressly authorize the initial and continued payment in accordance with their selected payment plan for the then-current Season and for each subsequent Season, until such time as they choose to opt-out of their Membership as provided herein.
7. Membership Cancellation. Members may cancel their Membership for a Season at any time for any reason by providing VWFCLP with at least 30 days' notice by completing the webform found on https://www.whitecapsfc.com/2020-whitecaps-fc-caps-club-membermembership-opt-out-info.
8. Payments Outstanding on Cancellation. If the Member's Membership for the then-current Season or the then-upcoming Season is cancelled by the Member in accordance with section C.7, or by VWFCLP due to a breach of this Agreement by the Member, VWFCLP reserves the right, in VWFCLP's sole discretion, to: (i) in accordance with section C.9, refuse to provide the Member with any refunds for any payments made prior to the cancellation date; and (ii) require that any current outstanding payments due and owing be paid by the Member within 3 business days. For example, if a Member cancels their Membership on March 16 of the then-current Season and is paying in 10 equal monthly installments, such Member would not have to pay the April, May, or June monthly installments, but may be obligated by VWFCLP to make all payments that were billed before March 16 but not yet paid in full.
9. Non-Refundable. All deposits and/or payments made towards a Member's Membership are non-refundable, regardless of circumstances.
D. MEMBERSHIP GENERAL TERMS AND CONDITIONS
1. Conflict.
a. All tickets to Regular Matches and Playoff Matches obtained through Membership and used by Members and Ticket Users are subject to, and each Member agrees to be bound by, (1) the terms printed on the back of each Regular Match and Playoff Match ticket (the “Ticket Back Terms”) and (2) the VWFCLP General Ticketing Terms & Conditions (found here - https://www.whitecapsfc.com/ticketing-terms-conditions ) (the “General Ticketing Terms”). In the case of conflict between this Agreement and the General Ticketing Terms, the General Ticketing Terms will govern. In the case of conflict between this Agreement and the Ticket Back Terms, the terms of this Agreement will govern.
b. Without limiting the generality of the foregoing section D.1.a, MLS Cup Final tickets may also be governed by such additional terms and conditions as may be included in the notification advising Members of the prices for MLS Cup Final tickets (the “MLS Cup Final Terms”). In the case of conflict between this Agreement and the MLS Cup Final Terms, the MLS Cup Final Terms will govern.
2. Revocable License. Every ticket issued pursuant to a Membership is a revocable license which may be withdrawn and admission may be refused to any Whitecaps FC event in respect of which a ticket has been issued at any time in accordance with this Agreement, the Ticket Back Terms, or the General Ticketing Terms, in VWFCLP's sole discretion. As set out in section C.9 above, all deposits and/or payments made for the Member's Membership prior to any such revocation are non-refundable. Dates and times of any Whitecaps FC event in respect of which any Whitecaps FC ticket has been issued are subject to change or cancellation.
3. Independence of Membership. If a Member cancels their Membership and subsequently subscribes for any other Whitecaps FC ticketing product, any installment payments relating to the cost of their Membership made prior to its cancellation are forfeited and shall not be applied to such other ticketing product.
4. Membership Rights / PRIVILEGES RESTRICTED.VWFCLP's acceptance of payment for a Membership from any individual or entity who is not the account holder for such Membership does not grant any rights to such Membership to such individual or entity. Any rights or privileges associated with a Membership belong only to the account holder of record as entered on VWFCLP's records. VWFCLP reserves the right to require that any transaction pertaining to a Membership held in a corporate name be supported by appropriate corporate resolutions or other documents.
5. Resale Restricted.A Member may sell or transfer their Regular Match or Playoff Match tickets to any person, provided that such Member: (a) is in compliance with all applicable laws and the terms of this Agreement and the General Ticketing Terms in doing so; (b) shall be responsible for ensuring that any person using a resold or transferred ticket (regardless of whether that person is the initial transferee or a subsequent transferee, each a “Ticket User”) complies with all applicable terms of this Agreement, the General Ticketing Terms, and Ticket Back Terms; and (c) will be responsible for all acts and omissions of each Ticket User as if such act or omission was that of the Member. Subject to section D.7, resale or attempted resale of any Membership, as well as of the Membership Perks, is prohibited unless expressly authorized in writing by VWFCLP.
6. Prohibition on Member Broadcasting / Promotion.The Member and each Ticket User is admitted to Whitecaps FC events on the condition that the Member:
a. confirms that the Member and each Ticket User are not experiencing symptoms of COVID-19, nor have they been advised, to isolate or quarantine based on test results, symptoms of COVID-19, close contact exposure, or a travel advisory under any local, state/provincial, or federal (including, without limitation, Centers for Disease Control and Prevention or Public Health Agency of Canada) regulations;
b. agrees that the Member or Ticket User will submit to, and honestly answer, any screening questions and protocols, including with respect to COVID-19;
c. agrees that the Member or Ticket User will comply with any requirements and policies introduced by VWFCLP from time to time including, without limitation, any health and safety requirements and policies; and
d. agrees that the Member or Ticket User will not: (i) create, transmit, display, distribute, exploit, misappropriate or sell (or aid in such activity) any description or account (in any form, whether text, data or visual, and including, without limitation, play-by-play data) of the event for any commercial, non-personal, purpose; or (ii) create, transmit, display, distribute, exploit or sell (or aid in such activity) any photographs, images, videos, livestreams, audio or other form of display or public performance or reproduction of any portion of the event (collectively, the “Works”). Notwithstanding the foregoing, the Member agrees that by using a ticket to enter BC Place Stadium, the Member and Ticket User shall be deemed to have granted Major League Soccer, LLC and VWFCLP an exclusive worldwide, irrevocable, perpetual, sub-licensable, royalty-free license to all rights associated with the Works.
Membership privileges or Regular Match or Playoff Match tickets obtained through a Membership may not be used for advertising, promotion (including contests and sweepstakes) or other trade purposes without VWFCLP's advance express written consent.
7. Transfer or sale of Membership or Membership Perks. Members have no right to transfer their Membership to any person or entity, whether by a request to transfer the Membership into another name, or by an attempt to transfer the Membership by sale, gift, will or trust, property settlement, or to creditors, or by any other means. Any attempt by a Member to sell or otherwise transfer the Membership may result in the cancellation of the Membership. Notwithstanding the foregoing, VWFCLP:
a. hereby expressly allows Members to transfer or sell their Regular Match or Playoff Match tickets to any Ticket User provided that any such Member complies with the above section D.5; and
b. may allow an individual Member to request transfer of all Membership privileges to that Member's immediate family, and if the Member is a business, will allow a change in the name of the contact person for its account. A request to transfer Membership privileges to a family member or to change the contact person must be submitted to the VWFCLP Fan Services department in writing (via certified mail, return receipt requested) at least two weeks in advance of the requested transfer date, and must be supported by appropriate documentation (proof of relationship, official letterhead, signature of authorized company officer, etc.) satisfactory to VWFCLP. VWFCLP reserves the right to approve or reject any such requests for any reason in VWFCLP's sole discretion.
Each Member is strictly prohibited from selling the Membership Perks unless expressly authorized in writing by VWFCLP.
8. Promotional Use of Member Image. The Member, both for the Member and for any Ticket User, grants the perpetual, irrevocable, royalty-free right to VWFCLP, all MLS clubs, Major League Soccer, LLC, and Soccer United Marketing LLC (and their respective sponsors, licensees, advertisers, broadcasters, designees, and agents) to use, publish, edit, and alter the Member and Ticket User's image, likeness, voice, actions, and statements in any medium (including, without limitation, any audio, video, film, photographs, social media, exhibition, publication, or reproduction of the event to which such individual is admitted), and for any purpose (including, without limitation, the advertising or promotion of VWFCLP, Whitecaps FC, the MLS, the sport of soccer, future MLS games, or other services provided by the MLS or VWFCLP), without further authorization or compensation and waives all claims and potential claims relating to such use unless prohibited by law.
9. Objectionable Conduct. Members or Ticket Users engaging in disorderly or objectionable conduct in violation of VWFCLP, BC Place Stadium, and event venue policies may, in VWFCLP's sole discretion, be ejected from the event in respect of which a ticket has been issued without refund of the ticket price. If a Member or any Ticket User is ejected for any reason from an event in respect of which a ticket has been issued to the Member or otherwise acquired, VWFCLP reserves the right, in VWFCLP's sole discretion, to revoke the Membership. In particular, if a Member or Ticket User is found to be in violation of the “Fan Code of Conduct” (https://www.whitecapsfc.com/matchday/code-of-conduct), as may be amended from time to time, and is deemed to have committed a Level One offense, the Member may, in VWFCLP's sole discretion, have their Membership immediately terminated without refund, or any reimbursement of any kind, and may have their right to attend any future Whitecaps FC events revoked .
10. Release of Liability.
a. THE MEMBER, BOTH FOR THE MEMBER AND FOR EACH TICKET USER,
i. VOLUNTARILY ASSUMES ALL RISKS AND DANGERS arising from or related in any way to attendance at the event in respect of which a ticket has been issued, whether occurring prior to, during or after such an event, including, without limitation, (A) the risk of contracting or spreading a communicable disease or illness (including exposure to a bacteria, virus, or other pathogen capable of causing disease or illness), (B) the risk of physical injury, disability, or death, however caused, whether by players, by other people (including, without limitation, other spectators), or by objects (such as balls entering the spectator area), and (C) the risk of lost, stolen or damaged property ((A), (B), and (C), collectively, the “Assumed Risks”); and
ii. VOLUNTARILY AND IRREVOCABLY AGREES, TO THE GREATEST EXTENT PERMISSIBLE BY LAW, NOT TO SUE, TO WAIVE ANY AND ALL CLAIMS AGAINST, TO DEFEND, AND TO HOLD HARMLESS, RELEASE, AND INDEMNIFY THE RELEASEES (AS DEFINED BELOW) FOR ANY CLAIM, LOSS, DAMAGE (INCLUDING INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGE) OR INJURY RESULTING FROM: (A) THE ASSUMED RISKS AND ANY OTHER RISKS AND DANGERS, WHETHER PAST, PRESENT, OR FUTURE, AND KNOWN OR UNKNOWN; AND (B) THE MEMBER'S OR A TICKET USER'S NEGLIGENCE, MISCONDUCT, OR VIOLATION OR BREACH OF THIS AGREEMENT ((A) and (B), collectively, the “Losses”),
THE MEMBER AGREES THAT THE RELEASEES ARE EXPRESSLY RELEASED FROM RESPONSIBILITY AND LIABILITY FOR THE LOSSES. THE MEMBER ALSO AGREES THAT VWFCLP WILL NOT BE RESPONSIBLE FOR ANY LIABILITY ARISING FROM THE EXERCISE OF VWFCLP'S DISCRETION AS CONTEMPLATED IN THIS AGREEMENT. THE MEMBER FURTHER ACKNOWLEDGES AND AGREES THAT THERE IS AN INHERENT RISK OF EXPOSURE TO COMMUNICABLE DISEASES AND ILLNESSES IN ANY PUBLIC PLACE WHERE PEOPLE ARE PRESENT AND THAT NO PRECAUTIONS OR PROTOCOLS CAN ELIMINATE THE RISK OF EXPOSURE TO ANY SUCH COMMUNICABLE DISEASE OR ILLNESS.
FOR THE PURPOSES HEREOF, THE “RELEASEES” ARE: (I) MAJOR LEAGUE SOCCER, LLC AND ITS AFFILIATES (“MLS GROUP”), SOCCER UNITED MARKETING, LLC, THE MEMBERS OF MLS GROUP AND EACH OF THE MLS GROUP TEAMS OPERATED BY THEM (INCLUDING, WITHOUT LIMITATION, WHITECAPS FC AND VWFCLP), AND EACH OF THEIR RESPECTIVE DIRECT AND INDIRECT AFFILIATES, SUBSIDIAIRIES, MEMBERS, ADMINISTRATORS, DESIGNEES, LICENSEES, AGENTS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, SPONSORS, VOLUNTEERS, INVITEES, AND CONTRACTORS (AND ALL EMPLOYEES OF SUCH CONTRACTORS), AND OTHER PERSONNEL; (II) THE DIRECT AND INDIRECT OWNERS, LESSEES, AND SUBLESSEES OF BC PLACE STADIUM; (III) CONCESSIONAIRES, MERCHANDISERS, OTHER VENDORS, AND ALL OTHER CONTRACTORS PERFORMING SERVICES AT BC PLACE STADIUM; (IV) OTHER THIRD PARTIES PRESENT AT OR FROM TIME TO TIME BROUGHT TO BC PLACE STADIUM (INCLUDING, WITHOUT LIMITATION, MEDICAL PERSONNEL); AND (V) ANY PARENTS, SUBSIDIARIES, AFFILIATED AND RELATED COMPANIES, AND OFFICERS, DIRECTORS, OWNERS, MEMBERS, MANAGERS, PARTNERS, EMPLOYERS, EMPLOYEES, AGENTS, CONTRACTORS, SUB-CONTRACTORS, INSURERS, REPRESENTATIVES, SUCCESSORS, AND/OR ASSIGNS OF EACH OF THE FOREGOING ENTITIES AND PERSONS, WHETHER PAST, PRESENT, OR FUTURE, AND WHETHER IN THEIR INSTITUTIONAL OR PERSONAL CAPACITIES.
b. If, notwithstanding the release of liability in section D.10.a, any or all Releasees are found liable for any Losses, the maximum aggregate liability of the Releasees to the Member will, under no circumstances, exceed the amount such Member paid for their Membership for the then-current Season.
c. FOR GREATER CERTAINTY, IF A MEMBER IS AGREEING TO THIS AGREEMENT, INCLUDING THIS SECTION D.10, ON BEHALF OF A MINOR (I.E., A PERSON UNDER THE AGE OF 19) FOR WHOM THE MEMBER IS THE PARENT OR GUARDIAN, THE MEMBER'S AGREEMENT HEREIN INCLUDES AN AGREEMENT TO INDEMNIFY THE RELEASEES IN RESPECT OF ANY LOSSES INCURRED, OR CLAIMS COMMENCED AGAINST THE RELEASEES, BY OR IN RESPECT OF SUCH MINOR, INCLUDING AFTER SUCH MINOR HAS REACHED THE AGE OF MAJORITY. THE MEMBER ACKNOWLEDGES THAT: (I) THIS MEANS THE MEMBER IS AGREEING TO LET THE MINOR ENGAGE IN A POTENTIALLY DANGEROUS ACTIVITY; (II) EVEN IF THE RELEASEES USE REASONABLE CARE IN PROVIDING THIS ACTIVITY, THERE IS A CHANCE THE MINOR MAY BE SERIOUSLY INJURED OR KILLED BY PARTICIPATING IN THIS ACTIVITY BECAUSE THERE ARE CERTAIN DANGERS INHERENT IN THE ACTIVITY WHICH CANNOT BE AVOIDED OR ELIMINATED; AND (III) THE MEMBER IS GIVING UP THE MINOR'S RIGHT AND THE MEMBER'S RIGHT TO RECOVER FROM THE RELEASEES IN A LAWSUIT FOR ANY PERSONAL INJURY, INCLUDING DEATH, TO THE MINOR OR ANY PROPERTY DAMAGE THAT RESULTS FROM THE RISKS THAT ARE A NATURAL PART OF THE ACTIVITY.
11. Agreement Modification. VWFCLP reserves the right to amend this Agreement and the Membership terms in VWFCLP's sole discretion by posting such amendments (the “Amendments”) to https://www.whitecapsfc.com/tickets/membership-agreement.
If Amendments are to take effect upon commencement of a then-upcoming Season, Members will be notified by email of any such Amendments prior to any renewal date for the Membership, all as contemplated in section C.5.
If Amendments are to take effect during the then-current Season and in VWFCLP's sole discretion are reasonably necessary to address safety, security or emergency situations, Members will be informed of any such Amendments upon the Amendments taking effect, and will not entitle a Member to any refunds of any payments made prior to the Amendments if the Member subsequently chooses to cancel the Membership as a result of the Amendments.
If Amendments are to take effect during the then-current Season and materially reduce or restrict any benefits to Members or impose any additional material obligations, and are not implemented by VWFCLP to address safety, security or emergency situations, Members will be informed of any such Amendments 30 days prior to the Amendments taking effect (the “30 Day Notice Period”). In this instance, Members will be entitled to cancel their Memberships by providing written notice to VWFCLP during the 30 Day Notice Period, in which case such a Member will be entitled to reasonable compensation corresponding to the proportionate loss of any Membership benefits for the remainder of the Season, as reasonably determined in VWFCLP's sole discretion.
Without restricting the generality of the foregoing, VWFCLP reserves the right to:
12. Force Majeure.
a. VWFCLP shall not be in breach of this Agreement if the performance of any of its obligations hereunder is prevented or pre-empted because of acts of God, civil or military authority, acts of public enemy, war, accidents, epidemic, pandemic, outbreak of communicable disease or illness, public health crisis or order, fires, explosions, earthquakes, floods, the elements, strikes or labor disputes, or any cause beyond VWFCLP's reasonable control for such period of time as such event continues, provided that VWFCLP uses all reasonable efforts to perform such obligations once such event has ceased. Subject to section D.12.b below, in the event of the cancellation, postponement or rescheduling of one or more Whitecaps FC events, including, without limitation, Regular Matches or Playoff Matches, as a result of any such causes (each, a “Force Majeure Stoppage”), VWFCLP shall use commercially reasonable efforts, based on the size and scope of the Force Majeure Stoppage, to keep Members apprised by way of policy statement regarding how VWFCLP proposes to address such Force Majeure Stoppage, but VWFCLP shall not be obliged to perform any resolution or work-around for any Force Majeure Stoppage.
b. In the event of a strike by the MLS Players Union or a lockout of the MLS players by MLS (in either case, an “MLS Work Stoppage”) that causes the cancellation, postponement, or rescheduling of one or more Regular Matches or Playoff Matches, all obligations of the parties hereunder shall continue and once the MLS Work Stoppage has ceased, VWFCLP shall issue a policy statement regarding how VWFCLP proposes to address such MLS Work Stoppage. VWFCLP shall not be obliged to settle any MLS Work Stoppage.
13. Miscellaneous. The Member confirms that the Member has been given a full opportunity to obtain independent legal advice with respect to this Agreement and the Membership and has either obtained that advice or hereby waives any related rights or claims that might arise if that advice has not been obtained. The invalidity of any provision of this Agreement shall in no way affect the validity of any other provision hereof. This Agreement, the Ticket Back Terms, the General Ticketing Terms, any policies introduced by VWFCLP from time to time, and all other documents referenced herein and therein (including, without limitation, the Fan Code of Conduct) contain all agreements of the parties with respect to the subject matter hereof and supersedes, cancels and replaces any other agreement, representation or understanding of any kind or nature. This Agreement is wholly governed by the laws of British Columbia and the laws of Canada applicable therein. The parties hereto attorn to the exclusive jurisdiction of the courts of British Columbia and all courts having appellate jurisdiction thereover in relation to the interpretation and enforcement of this Agreement. The Member confirms that the Member is 19 years of age or older. The Member further confirms that the Member has read and understands this Agreement and agrees to be bound by its terms and conditions. Time is of the essence in this Agreement.
14. Waiver. The waiver by VWFCLP of the Member's or any Ticket User's strict observance, strict performance, or breach of any term of this Agreement, the Ticket Back Terms, or the General Ticketing Terms will not be held or deemed to be a waiver of any subsequent failure to observe or perform the same or any other term of this Agreement, the Ticket Back Terms, and the General Ticketing Terms, nor a waiver of any breach thereof.
15. Electronic Communications. From time to time, VWFCLP will send the Member electronic messages, including SMS messages, with information pertaining to the Member's Membership or the Membership Perks. VWFCLP may also send the Member other types of electronic messages, provided VWFCLP has the Member's consent to do so in accordance with applicable law.
*ALL TERMS AND CONDITIONS IN THIS AGREEMENT ARE SUBJECT TO CHANGE PER SECTION D.11 ABOVE*