Updated: August 23, 2016
1. PAYMENT TERMS. Unless otherwise specified in this Agreement, in consideration for the Inventory, Purchaser shall pay ROC the Investment plus applicable taxes.
2. TAXES. ROC will separately list in all invoices any taxes applicable to this Agreement. Purchaser acknowledges that tax legislation may be amended from time to time and alter the tax amount applicable to this Agreement. ROC will be responsible to adjust as necessary the tax applicable to any unpaid balance on this Agreement, and Purchaser shall be responsible for payment of applicable tax amounts.
3. GIFTS, AWARDS & INCENTIVES. Purchaser solely responsible for verifying permission to participate. Some companies do not allow their employees to receive gifts, awards or incentives or to participate in rewards programs. If any gifts, awards or incentives are included in the Inventory, it is Purchaser’s sole responsibility to apply its own policies regarding participation and the Purchaser is solely responsible for any tax/social security or other liability that may be triggered by receipt of gifts, awards and other incentives. ROC will not be held liable for any such amounts in any way whatsoever.
4. DELIVERY OF INVENTORY. ROC shall not be obligated to provide the Inventory until ROC receives full and timely payment of the Investment from Purchaser. ROC reserves the right to modify the Tournament Location and/or Dates in its sole discretion and/or to substitute any Inventory item with an item of equal or greater value. ROC will notify Purchaser of any such modification via regular mail and/or email. Purchaser shall receive the Inventory at such rescheduled or relocated Tournament. No such modification shall entitle Purchaser to a refund of the Investment.
5. FOOD & BEVERAGE. Purchaser acknowledges that the Investment may be exclusive of food and beverage products and services. If food and beverage is included, such inclusion is detailed in the Inventory. If food is not included, the exclusive caterer of Marlins Park shall provide Purchaser a variety of menu options and beverage services at an additional charge.
6. CANCELLATION POLICY. Purchaser acknowledges and agrees that the Investment is nonrefundable, and Purchaser shall not be entitled to a refund of any portion of the Investment in the event the Event or any element of the Inventory is postponed, delayed or rescheduled due to weather, an act of God, state of war, union strike or any other condition beyond the reasonable control of ROC. In the event the Event or any element of the Inventory is postponed, delayed, shortened, or rescheduled due to any such reasons, Purchaser shall receive the Inventory at the rescheduled Event or substitute Inventory of equal or greater value at no additional charge to Purchaser. If the Event or any element of the Inventory is cancelled in its entirety prior to commencement of the race or fulfilment of the applicable element and not rescheduled, ROC shall refund to Purchaser the Investment less any costs irrevocably incurred (construction, décor, custom printing) and less the pro rata portion of Inventory actually fulfilled.
7. NO LICENSE. Purchaser acknowledges and agrees that, unless specifically detailed in the Inventory, no right or license to the use of any ROC trademarks, names or logos has been granted hereunder. Notwithstanding the foregoing, Purchaser may acquire products (goods, merchandise, or other items) bearing the trademarks, names, or logos of the Event sourced only from Official Licensees of ROC.
8. PRODUCTS. Purchaser shall not distribute goods or merchandise at the Event without prior written consent of ROC.
9. MEDIA RIGHTS. Purchaser acknowledges and agrees that ROC owns all media rights (now existing and to be developed) associated with the Event and all onsite activities and venues, and, as such Purchaser agrees not to transmit or facilitate transmission of any account, description, picture, or reproduction of any PGA TOUR Event, including, without limitation, scoring-related data, without the specific advance written permission of TOUR.
10. ADMITTANCE. ROC and Marlins Park reserves the right to refuse or revoke admittance to the Event for any person who acts in a disorderly or disruptive manner, as determined by ROC and Marlins Park officials and/or refuse or revoke use of any other privileges granted in this Agreement due to such conduct. In such event, Purchaser shall not be entitled to any return or refund of any of the Investment.
11. YOUTH POLICY. Children under seven of age are admitted free with ticketed adult; provided, however, youth access is restricted to grounds only (no hospitality access).
12. NO RESELLING. No privileges contained in the Inventory, including, without limitation, credentials and/or tickets, may be conveyed, assigned, sold or otherwise transferred to another person or entity for financial consideration without prior written consent of ROC. In the event of any such conveyance, assignment, sale or other transfer, ROC shall have the right to refuse or revoke use of any credential, ticket or other privilege provided in the Inventory, and Purchaser shall not be entitled to a return or refund of any of the Investment.
13. CONFIDENTIALITY. Each party acknowledges that the other party may be in a position as a result of this Agreement to gain confidential information about the other party, including the terms (but not the existence) of this Agreement, and each party covenants not to reveal any such confidential information unless required by law.
14. INDEMNIFICATION. Purchaser shall indemnify, defend and hold the ROC and its respective subsidiaries and affiliates and their respective officers, directors employees, contractors, volunteers, vendors and agents (“Indemnitees”) harmless from and against any and all liabilities, damages, injuries, claims, suits, judgments, causes of action and expenses (including reasonable attorneys’ fees, court costs and out-of-pocket expenses) suffered or incurred by the Indemnitees as a result of any breach of any obligation hereunder by Purchaser or as a result of Purchaser’s use of the Inventory unless caused by the negligence or misconduct of the Indemnitees.
15. TERMINATION. This Agreement may not be terminated or canceled unless due to breach by Purchaser or ROC, which breach is not cured within ten (10) days of notice by the non-breaching party. In the event of breach by Purchaser, ROC shall retain all payments received hereunder as of the date of termination and shall have the right to pursue all available remedies at law or otherwise. In the event of termination due to breach by ROC, ROC shall refund the Investment to Purchaser less any costs irrevocably incurred by ROC in provision of the Inventory to Purchaser as of the date of such termination or breach (e.g., construction, décor, custom printing) and less the pro rata portion of Inventory actually fulfilled.
16. MISCELLANEOUS. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. No amendment to this Agreement shall be effective unless in writing and executed by all parties, which execution may be in counterparts (including by facsimile and/or other electronic means), each of which shall be deemed to be an original, but both of which, taken together, shall constitute one and the same instrument. This Agreement may be executed in any number of counterparts, including via facsimile, and each such counterpart shall be deemed an original. The individual signing this Agreement on behalf of Purchaser represents and warrants that he/she has requisite authority to bind Purchaser to its terms.