TICKET RESALE AGREEMENT MERCATO MEMBERS ONLY

You must read and agree to all the terms and conditions of this Agreement set out below before using the Services. BY USING THE SERVICES, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THEM, DO NOT USE THESE SERVICES.

This ticket resale agreement (the “Agreement”) for CF Montréal season ticket(s) under membership (the “Membership”) is entered into between:

Free 2 Play LP

4750 Sherbrooke East

Montréal, Québec H1V 3S8

(Operator of CF Montréal)

AND

You

In this Agreement, “CF Montréal” refers to the Major League Soccer (MLS) professional soccer club operated by Free 2 Play LP, and “you” or “Member” refers to a person or an enterprise that has subscribed to a CF Montréal Membership who agrees to sell one or more season tickets for one or more games using the services of the Members’ Mercato platform (the “Services”) as set out herein. Some of the Services are provided by CF Montréal and others by the authorized online ticketing service provider (“we” or “us”). CF Montréal is the producer of the event as well as the authorized seller.

This Agreement includes the CF Montréal Privacy Policy, which you may consult at: https://en.cfmontreal.com/legal/privacy\_policy

Eligibility Requirements

  1. You must be a Member in good standing with an active CF Montréal season Membership agreement and be 18 years of age or older.
  1. You must have an account in good standing on the CF Montréal portal or create one by following the steps on https://portail.cfmontreal.com/?lang=en and by agreeing to applicable user terms.
  1. Only tickets for a CF Montréal regular season home game played at Stade Saputo may be offered for sale using the Services.

How it works

  1. By using the Services to sell a ticket, you will be the sole seller of the ticket. We will not be a vendor in any way.
  1. You must follow all the steps indicated on the portal of the Mercato.
  1. You must set your price offer in accordance with the floor price and the maximum amount allowed on the portal. If no maximum amount is indicated, then CF Montréal agrees to the price you will set above the floor price, but up to a maximum of CAD $9,999.99.
  1. Purchasers will be able to clearly distinguish verified resale tickets offered through the Services from tickets sold by CF Montréal through the primary market. Prior to completing a purchase, purchasers will be informed that the ticket is a resale ticket and may be informed of the availability and advertised price of comparable tickets sold by CF Montréal as the authorized seller.
  1. Upon your confirmation on the portal of your offer to sell transaction, you assign to CF Montréal the possession and control of any ticket you have offered for sale using the Services. Upon the purchase of your ticket(s) by a third party through the Services, you authorize us to cancel and invalidate your right to use or transfer the ticket(s), and you acknowledge that the ticket(s) displayed will no longer be valid to attend the relevant event, either by you or by any other person other than the third party who acquired the ticket(s) through the Services (or by any person lawfully receiving the ticket from such purchaser).
  1. As long as not accepted, you can revoke your offer to sell at any time by selecting this option on the portal. You will then automatically regain access to your ticket. Once a ticket has been ordered by a potential purchaser, you will not be able to modify or revoke your offer to sell, nor will you be able to stop the sale of the ticket, even if the title of this ticket may not be transferred later to the buyer.
  1. However, if your ticket is not sold one hour (1 hour) before the game, your offer will automatically expire, and you will regain access to your ticket.
  1. If a purchaser accepts your offer, you will be notified by email registered to your account. We will collect the funds from the purchaser and deliver the ticket or its title.
  1. Prior to the completion of a resale transaction of your ticket, you agree that CF Montréal may disclose to prospective purchasers all information required by the Consumer Protection Act, CQLR, c.P-40. (the “CPA”), including:
    1. that CF Montréal is authorized to perform the Services by the producer of the event, and the possibility that tickets may be available from CF Montréal and the price that CF Montréal announces;
    1. the fact that the ticket is being resold;
    1. the location of the seat or section associated with the ticket;
    1. your identity, as the most recent owner of the ticket, which you acknowledge and agree to;
    1. if the resale price charged for the ticket is higher than the price announced by CF Montréal on the primary market, the maximum resale price of the ticket agreed to by CF Montréal per article 6 above; and
    1. any other information required by applicable consumer protection legislation.

Selling Prices and Sales Taxes

  1. You agree to a service fee for the Services of 10% of your sale price plus applicable taxes, which will be deducted from the sale price.
  1. Notwithstanding any exemption that may apply to you, we will levy the applicable sales taxes on your ticket sale price and make the applicable remittances to the relevant tax authorities. You irrevocably consent to such tax levies and deductions.
  1. Prior to the completion of a resale transaction of your ticket, you agree that CF Montréal will provide the purchaser a clear breakdown of the sums making up the total price to be paid, including the face value of the ticket fixed at the time it was issued as well as the nature of all applicable fees, charges and taxes associated with the transaction.

Resell Price Remittance

  1. You will receive a resale credit in your Member account equal to the difference between your ticket sale price and your original purchase price, less applicable service fee and sales taxes. This credit can be used to renew your season ticket Membership subscription or to purchase other tickets. This credit is non-transferable. Upon request to the sales department within 30 days of the credit becoming available in accordance with article 22 below, you may choose to replace your credit with a refund by card or cheque.
  1. You acknowledge that your ticket sale on the portal will be subject to your purchaser’s rights under the CPA, which may include, among other things, a right of refund or a right of cancellation if certain conditions are met. Please refer to the CPA as necessary. We do not provide legal advice and you are solely responsible for your rights and obligations. You are solely responsible for complying with all other applicable ticket resale laws, rules and regulations when posting your tickets for sale on our platform. You acknowledge that the Services are operated in accordance with the CPA and any other applicable legislation governing the resale of event tickets, as amended from time to time.
  1. You acknowledge that, prior to the completion of a resale transaction of your ticket, we will inform your purchaser of the mandatory conditions set out in section 236.3 CPA, which reads as follows:

236.3. No person may resell a ticket without first informing the consumer that the price paid for the ticket will be refunded to the consumer in any of the following situations:

(a)  the event to which the ticket grants admission is cancelled;

(b)  the ticket does not grant the buyer admission to the event for which the ticket was purchased; or

(c)  the event to which the ticket grants admission, the place or seat the ticket authorizes the ticket holder to occupy or the value of the ticket does not correspond to the representations made to the consumer.

  1. You acknowledge that, pursuant to the CPA, CF Montréal shall promptly notify your purchaser of any cancellation, postponement, rescheduling, or change of venue affecting an event for which a resale ticket has been purchased through the Services.
  1. If the game for which you sold a ticket with our Services is cancelled, you authorize us to refund your purchaser. Your resale credit will be cancelled, and we will offer you either a ticket exchange, a credit in the amount of your original purchase or a refund in accordance with the ticket purchase terms and conditions applicable to your original purchase.
  1. If the game for which you sold a ticket with our Services is postponed and your purchaser of that ticket wants a refund for the amount they paid, you authorize us to refund your purchaser. Your resale credit will be cancelled, and we will return to you the ticket you sold so that you can use it to attend the game.
  1. Considering these potential refund or cancellation rights of your purchaser, as well as ensuring that the resold ticket remains available for the scheduled game, and in order to prevent fraud, you agree that the resale credit or card refund will be issued to you on the business day following the end of the scheduled game.

Covenants and Restrictions

  1. You agree not to transfer, donate, exchange, or offer for sale on other resale platforms or in any other manner any ticket you offer for sale using the Services without first revoking your offer to sell as provided in this Agreement. You further agree not to complete any multiple sales or attempt to use or claim access to the game after having sold a ticket in accordance with this Agreement. Any reproduction or falsification of tickets is prohibited. Any violation may result in a complaint to the police and/or expose you to civil, criminal, or penal prosecution.
  1. You agree that the same terms and conditions of your original ticket purchase along with other terms and conditions governing the use of a ticket remain applicable to your purchaser. You may not make any changes to the ticket use conditions.
  1. You are solely responsible for any income tax that may be applicable to you because of your resale transaction after using the Services, without any liability to CF Montréal.

General

  1. By using the Services to sell a ticket, you represent and warrant that you have the legal right to transfer the ticket offered for resale, you are the sole owner of the ticket, and no restriction prevents its resale.
  1. CF Montréal reserves the right to suspend or cancel your offer to sell or your transaction in the event of any violation of this Agreement, your Membership Agreement, the terms of us of your CF Montréal account, any applicable law, or fraud. In such an event, your ticket will be returned to you without you having any right of claim against us.
  1. You agree to indemnify and hold us harmless from and against any and all suits, claims, losses, liabilities, obligations, damages, costs and expenses incurred, suffered or sustained by us, our officers, directors, shareholders, employees, subcontractors (collectively, the “Indemnified Parties”), arising out of or in connection with your use of the Services, your acts, omissions, fraud or negligence.
  1. To the extent applicable notwithstanding the foregoing, the aggregate liability of the Indemnified Parties for any damage hereunder shall not exceed the face value of the ticket originally purchased by you.
  1. No warranty of results, performance or quality is offered with respect to the Services, and you agree to use them “as is” at your own risk.
  1. All terms and conditions of your CF Montréal Subscription Purchase Agreement between you and CF Montréal remain applicable and unchanged.
  1. Other policies, rules or guidelines that apply to tickets or particular features of the site are also included and form an integral part of this Agreement.
  1. Any invalid provision of this Agreement shall not affect the validity of any other provision contained herein. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, superseding all other representations, understandings, or agreements of any kind, whether written, digital, or verbal.
  1. The provisions of the Agreement will be interpreted and applied exclusively in accordance with the laws of the Province of Québec and applicable Canadian federal legislation, and the rights of the parties will be governed by such laws. All other laws or jurisdictions, to the extent applicable, are expressly excluded. You agree to submit to, and acknowledge the exclusive jurisdiction of, the courts and tribunals of Québec. The United Nations Convention on Contracts for the International Sale of Goods does not apply.