MLSE Personal Seat License Hub - User Agreement

Welcome! The following are the terms of use ("Terms") that govern your use of the MLSE Personal Seat License Hub including all sites and applications where this appears (collectively, the "Site"). Our Privacy Policy, and any other policies, rules or guidelines that may be applicable to features on the Site are also incorporated into these Terms by reference. These Terms shall constitute a valid, binding and enforceable legal agreement among you and Maple Leaf Sports & Entertainment Partnership (“MLSE”) with respect to the subject matter hereof. There shall be no oral or implied agreement between you and MLSE respecting the Site or the subject matter of this Agreement that shall be binding or enforceable. By visiting or using the Site as a Purchaser, as a Vendor or otherwise, you expressly agree to these Terms, as updated from time to time (the “Agreement”).

  1. Defined Terms

    Unless otherwise specifically indicated in this Agreement capitalized terms will have the meaning ascribed thereto in Schedule A attached hereto.

  2. MLSE Personal Seat License Hub – Site Operation

    1. Use of the Site: Use of the Site is subject to compliance with this Agreement. MLSE reserves the right, in its sole discretion, to deny you or any other person access to the Site.
    2. Modification or Deletion of Listings: MLSE may delete, alter or modify any listing placed on the Site for any reason including, without limitation:
      1. a breach of a term of this Agreement;
      2. MLSE is unable to verify any of the information provided related to the listing; or
      3. MLSE determines that the removal or alteration of the listing is required in order to comply with Applicable Laws or to avoid potential liability for MLSE or any Site users.
    3. Site Maintenance and Interruption: MLSE does not warrant continuous, uninterrupted or secure access to the Site. MLSE reserves the right, in its sole discretion, to modify, suspend or discontinue any part of the Site at any time, with or without notice to you. MLSE also reserves the right, in its sole discretion, to impose limits on certain features and services and to restrict access to any part or to all of the Site without notice to you. MLSE shall not be liable to you or any third party for any claim or cause of action arising out of MLSE’s exercise of the foregoing rights.
    4. Reports to Government: In the event MLSE has reason to believe activities taking place on the Site have the potential to violate any law or regulation, MLSE may report any such activity to the applicable governmental agency or authority.
    5. No Enforcement Obligation: The Site offers you the ability to acquire a Personal Seat License from individuals and businesses that hold a Personal Seat License. These individuals and businesses are the sellers of the Personal Seat License, not MLSE. Although MLSE will process the transfer and corresponding payment MLSE is not the seller of the Personal Seat License. As a result, the enforcement of any right that you may have under this Agreement that may benefit you must be enforced directly by you against the Purchaser or Vendor (as applicable) and MLSE will have no obligation to enforce for your benefit any right or obligation against a Vendor or Purchaser under this Agreement or under any transfer or assignment agreement entered into between the Vendor and Purchaser. Notwithstanding the foregoing, MLSE does not disclaim the ability to enforce its rights hereunder.
    6. Interest Accrued on Money: You acknowledge and agree that MLSE may earn or accrue interest on any money held by MLSE in conjunction with transactions conducted in accordance with the terms of this Agreement, and you herby assign to MLSE all rights that you may now have or in the future have to any earned or accrued interest on any money held by MLSE in conjunction with any transaction conducted in accordance with the terms of this Agreement, and you hereby release any claim that you may now have, or in the future have, to any such earned or accrued interest.
    7. Purpose of Purchase: Each Purchaser acknowledges and confirms that (and acknowledges that MLSE is relying on such confirmation in consenting to any transfer in accordance with this Agreement):
      1. the Personal Seat License is not, and should not be viewed or acquired as an investment;
      2. its primary purpose for acquiring the Personal Seat License is for its own private use and enjoyment and that it is not acquiring rights hereunder with a view to assigning, syndicating, selling or transferring substantial rights hereunder (and/or any tickets associated therewith) for commercial purposes (including promotions, giveaways or contests);
      3. it will not receive any services from MLSE with respect to the management of the tickets associated with the Personal Seat Licences; and
      4. it does not expect to derive (and has received no promises or assurances from MLSE respecting) any economic profits from the Personal Seat License whether pursuant to any subsequent transfer or otherwise.
  3. Use of the Site

    Your use of the Site is conditional on your compliance with each of the following:

    1. Registration, Name and Password: You shall register and provide all specified information for registration as a condition to any transaction using the Site. All information provided must be genuine, accurate and complete including, without limitation, the full legal name of the individual or legal entity buying or selling the Personal Seat License. You agree not to register under a false name or to use any other false information. All obligations for any transaction relating to your registration, user name, or password are your responsibility. The protection and the security of your user name and password is your responsibility.

    2. No circumvention of the Site: You acknowledge and agree that information gained through the use of the Site (including, without limitation, contact information for a Purchaser or Vendor) shall not be used to buy or sell a Personal Seat License made available for sale on the Site except as expressly provided in this Agreement.

    3. Information: You agree that when using the Site:

      1. that all information provided by you while using the Site will be accurate and complete;
      2. that you will not provide any information to MLSE or list any information on the Site that is false, inaccurate, misleading, fraudulent, obscene or defamatory;
      3. that you will promptly provide to MLSE all information required on the Site or by any communication from MLSE;
      4. you will promptly remove, correct or modify all information when any information becomes incorrect, incomplete, or misleading and MLSE may remove any such information if it so elects; and
      5. all communications, notices, agreements, renewals, statements, and disclosures (collectively, "Communications") may be sent to you electronically and that MLSE may provide Communications to you related to the Site and any related services by electronic communication, including by email, facsimile, or by making such Communications available on the Site.
    4. Arm’s Length Transaction Structure:

      1. Posting a Personal Seat License as Available For Sale: You may, subject to the discretion of MLSE, post Personal Seat Licenses for sale on the Site following completion of your account registration. You may only list a Personal Seat License as being available for sale on the Site if you have (other than any required consent of MLSE) full authority to assign the rights in the applicable Personal Seat License. A Vendor may terminate a listing by notice to MLSE at any time prior to Binding Acceptance or after termination of the transaction as provided in Section 3.4.9.

      2. Offer to Buy a Personal Seat License: You may, subject to the discretion of MLSE, submit through the Site an offer for a price to purchase a Personal Seat Licenses (an “Offer to Buy”) following completion of your account registration. Any such Offer to Buy shall be binding upon you as the Purchaser for seventy-two (72) hours following submission of the Offer to Buy or earlier if Purchaser provides notice to MLSE of termination of the Offer to Buy before Binding Acceptance has taken place. If MLSE, in its absolute and sole discretion, determines that Binding Acceptance has occurred prior to termination of an Offer to Buy, then Purchaser shall be bound to complete the transaction as provided in Section 3.4.4. An Offer to Buy must be provided in the form and manner prescribed by the rules of the Site.

      3. Binding Acceptance and Sale of a Personal Seat License: “Binding Acceptance” occurs only when, through Vendor’s account interface on the Site, Vendor provides MLSE with electronic notice that Vendor has accepted an Offer to Buy.

        Upon the occurrence of Binding Acceptance, except as expressly provided in this Agreement, Purchaser and Vendor are obligated to complete the transaction and to use best efforts to achieve Transaction Completion. Accepting a written offer in a manner other than as specified above does not constitute Binding Acceptance.

      4. Binding Agreement on Tickets and Ancillary Rights: After Binding Acceptance, Purchaser and Vendor shall agree on the terms of the ticket sale (other than the purchase price for the Personal Seat Licences in the Offer to Buy that was subject to the Binding Acceptance), including, but not limited to, the cost of the available current season tickets, playoff tickets, other event tickets and amenities relating to the Personal Seat License, and/or any payments already made or currently due on Vendor’s account with MLSE. A “Binding Agreement on Ticket Sale” shall exist when Purchaser and Vendor each provide notice to MLSE of their agreement to the specific terms of the ticket sale. You shall be deemed to have given notice to MLSE of your agreement regarding the specific terms of the ticket sale if you provide confirmation to MLSE by written or electronic notice.

        Purchaser and Vendor may only amend a Binding Agreement on Ticket Sale by written confirmation from both Purchaser and Vendor. Purchaser and Vendor should notify MLSE of any amendment to the Binding Agreement on Ticket Sale.

        Communication on the Site’s message center shall not constitute a Binding Agreement on Ticket Sale. The message center is for communication purposes between Purchaser and Vendor and shall not be considered written or electronic notice to MLSE.

      5. Payment After Binding Acceptance: Purchaser shall pay to MLSE the purchase price in the Offer to Buy that is subject to the Binding Acceptance plus Purchaser’s Transfer Fee plus any costs related to the Binding Agreement on Ticket Sale in Section 3.4.5 no later than five (5) business days following receipt of the payment instructions from MLSE. These funds shall not be held in a segregated bank account. The Purchaser’s Transfer Fee shall be considered earned on Transaction Completion and is non–refundable.

      6. Cooperation to Effect Transfer: After MLSE’s receipt of Purchaser’s payment as provided in Section 3.4.5, Purchaser and Vendor each shall cooperate with MLSE to complete the transfer of the Personal Seat License to Purchaser, including execution and delivery of any necessary documents and participation in telephone calls if requested by MLSE. Following receipt of transfer instructions from MLSE:

        1. no later than ten (10) calendar days after receipt of transfer instructions from MLSE, Purchaser shall execute and deliver to MLSE all documents necessary to begin the transfer of the Personal Seat License by MLSE, and
        2. no later than ten (10) calendar days after receipt of transfer instructions from MLSE, Vendor shall execute and deliver to MLSE all documents necessary to begin the transfer of the Personal Seat License by MLSE.
      7. Verification of Transfer: Purchaser and Vendor are responsible for reviewing all materials and information to ensure that all transfer documents are correct and accurate, and to ensure that MLSE has transferred or will transfer the correct Personal Seat License from Purchaser to Vendor. Purchaser and Vendor should constantly review and verify all information relating to the Personal Seat License from the posting of the Personal Seat Licenses for sale until Transaction Completion, including, without limitation, any description given by Purchaser, Vendor, or MLSE regarding the location of the seats associated with the Personal Seat License and any amenities or benefits associated with the Personal Seat License. You are required to deliver to MLSE any requested materials relating to Personal Seat License transaction and transfer.

        Before Transaction Completion has occurred, if any issues or errors regarding the Personal Seat License or the transfer of the Personal Seat License (not including issues or errors relating to sale and purchase of the current season tickets, playoff tickets and/or other event tickets relating to the Personal 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 an issue or error is not resolved to the satisfaction of Purchaser, Vendor and MLSE acting reasonably, then:

        1. Purchaser or Vendor may request that MLSE exercise its discretion to terminate the transaction pursuant to 3.4.8(3);
        2. If the transfer of the Personal Seat License to Purchaser has already occurred, then at MLSE’s election all parties will need to cooperate to transfer the Personal Seat License back to Vendor; and
        3. MLSE will determine, in its sole discretion if a party should reimburse the other party for any fees or other amounts that result from the termination of this transaction.
      8. Termination of a Transaction: A transaction may only be terminated follows:

        1. Termination Before Transaction Completion:

          1. Either Purchaser or Vendor may terminate the transaction by written or electronic notice to MLSE:
            1. if a Binding Agreement on Ticket Sale as described in Section 3.4.5 has not occurred within four (4) calendar days after Binding Acceptance; and
            2. Transaction Completion has not occurred.
          2. Vendor may terminate the transaction by written or electronic notice to MLSE if:
            1. Purchaser has not made the payments to MLSE as required by Section 3.4.5; and
            2. Transaction Completion has not occurred.
          3. Vendor may terminate the transaction by written or electronic notice to MLSE if:
            1. Purchaser has not delivered all requested documents necessary to begin the transfer of the Personal Seat License by MLSE from Vendor to Purchaser as required by Section 3.4.6(1); and
            2. Transaction Completion has not occurred.
          4. Purchaser may terminate the transaction by written or electronic notice to MLSE if:
            1. Vendor has not delivered all requested documents necessary to begin the transfer of the Personal Seat License by MLSE from Vendor to Purchaser as required by Section 3.4.6(2); and
            2. Transaction Completion has not occurred.
        2. No Right of Termination After Transaction Completion: Neither Purchaser nor Vendor shall have any right of termination or rejection of the transaction after Transaction Completion has occurred.

        3. Termination by MLSE: 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 Site, or for any other reason, MLSE may, in its sole discretion, in addition to any other rights MLSE may have at law and equity, terminate the transaction by notice to Purchaser and Vendor, and may, in its sole discretion, revoke the privilege of the use of the Site by Purchaser or Vendor and may, in its sole discretion, release Purchaser and Vendor from the prohibition against completing the transaction outside the Site.

        4. Payment by MLSE in Event of Termination Before Transaction Completion: In the event a transaction terminates at any time before Transaction Completion MLSE shall return all funds received by MLSE in conjunction with the applicable terminated transaction to the contributing party and upon completion of such payment MLSE is hereby released from and against any loss, damage, claim, action, suit, proceeding, cause of action, demand, deficiency, or expense (including without limitation, reasonable legal fees) relating to, arising from or in connection with the applicable terminated transaction.

      9. Transaction Completion: “Transaction Completion” shall occur when MLSE determines to its reasonable satisfaction that the transfer of the Personal Seat License from Vendor to Purchaser has occurred.

      10. Payment by MLSE after Transaction Completion: Within ten (10) business days after “Transaction Completion”, MLSE will pay to Vendor the amount of the accepted offer less the Vendor’s Transfer Fee and adjusted to reflect any costs/rebates related to the Binding Agreement on Ticket Sale in Section 3.4.4.

    5. Rules and Requirements: You shall comply with all rules and conditions contained in this Agreement or elsewhere on the Site or as communicated by MLSE from time to time.

    6. Illegal Activities: You shall not use the Site 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 Site for any illegal purposes.

    7. Intellectual Property: You shall not use the Site in any way or engage in any activities relating to the Site 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.

    8. Viruses: You shall not provide any communication to the Site, 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.

    9. Obscene materials: You shall not use the Site in any way in connection with pornography or obscene materials.

    10. Investigations: You shall cooperate with any investigation by MLSE concerning any activities related to the Site and shall promptly provide to MLSE any information required for any investigation

  4. Taxes

    1. GST/HST/QST on MLSE Services: The use of the Site and associated transaction facilitation services are provided by MLSE which is required to collect any applicable taxes on services provided in accordance with Canadian tax laws (including, without limitation, the Purchaser’s Transfer Fee and the Vendor’s Transfer Fee). As such we will collect GST/HST/QST based on your province of residence. This is not a price increase – we are simply collecting and passing on to the government applicable taxes on our services.

      Any taxes collected on MLSE services will be listed as a separate charge on your Vendor invoice.

      If you are a business user, check with your financial advisor MLSE services.

    2. GST/HST/QST Applicable to Purchase Price of the Personal Seat License:GST/HST/QST may be payable for the sale price of the Personal Seat License. If you are not sure if this applies to you, please contact the Canada Revenue Agency and/or seek professional advice about your tax obligations.

      All prices for Personal Seat Licenses are GST/HST/QST-inclusive, where applicable. If you are required to charge GST/HST/QST on your items:

      1. You may not add GST/HST/QST to the final price of the Personal Seat License following Binding Acceptance.
      2. You are responsible for paying that GST/HST/QST in accordance with the appropriate laws and regulations.
  5. Indemnity, Exclusions, Release

    1. Indemnity of MLSE: You shall indemnify, defend, and hold MLSE, and its 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 Site; (2) any claim by a Vendor or Purchaser with respect to a transaction contemplated herein, whether or not the transaction is completed, or (3) to any taxes of any kind, including, without limitation, sales, income and capital gains taxes due for any purchase or sale of a Personal Seat License relating to this Agreement. This indemnity shall survive any termination of this agreement, Transaction Completion or the termination of a transaction without completion.

    2. Exclusion of Warranties: MLSE excludes any warranty that you or Purchaser or Vendor will complete any single transaction. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, MLSE PROVIDES THE WEBSITE AND ALL SERVICES “AS IS” AND “AS AVAILABLE”. MLSE MAKES NO WARRANTY WITH RESPECT TO ANY PERSONAL SEAT LICENSE, THE SITE, OR ANY SERVICES RELATING TO THE SITE. MLSE MAKES NO WARRANTY THAT SELLER OR BUYER WILL PERFORM AS PROMISED. MLSE 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.

    3. Exclusion of Certain Damages: MLSE shall not be liable for any lost profits or special, consequential, incidental, indirect, special, or exemplary damages relating to any Personal Seat License, the sale of any Personal Seat License, the failed sale of any Personal Seat License, the Site or any services relating to the Site.

  6. Intellectual Property Ownership and Enforcement

    Nothing in this Agreement confers to you any right in any MLSE intellectual property except the permission expressly granted in this Agreement to purchase or sell Personal Seat Licenses through the Site. All intellectual property shall remain the sole property of MLSE or the other lawful owners thereof. In addition to any other rights and remedies MLSE may have, MLSE 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 Toronto, Ontario, Canada for any such action.

  7. General Terms

    1. Modification: MLSE may modify this Agreement by posting the modified Agreement on the Site. The modified Agreement shall be effective when posted on the Site for any transactions begun after the posting. The modified Agreement shall be effective for any ongoing transactions if you continue to use the Site 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.

    2. Independent Relationship: You and MLSE are independent contractors. Nothing in this Agreement creates any relationship between you and MLSE of agency, partnership, joint venture, employer-employee, or franchisor-franchisee.

    3. Notices: Except as expressly provided, to provide any notice to MLSE under this Agreement, you must provide notice by email, addressed as provided on the Site, or by certified mail, return receipt requested, addressed as follows:

      50 Bay Street
      Toronto, Ontario M5J 2L2
      Attention: VP Ticketing
      Fax: (416) 815-5688

      Except as expressly provided, MLSE shall provide notice to you under this Agreement by posting on the Site or to the email address that you provide during registration.

    4. Choice of Law: This Agreement is subject to and shall be construed in accordance with all federal and provincial regulations, policies, laws and rules, as amended from time to time, of the Province of Ontario and of Canada applicable therein (collectively “Applicable Laws”) and shall be treated in all respects as an Ontario contract.

    5. Currency and Banking Requirements: Unless otherwise specified in this Agreement, all references to currency, monetary values and dollars set forth herein shall mean Canadian dollars and all payments hereunder shall be made in Canadian dollars by way of electronic funds transfer from a Schedule I Canadian bank.

    6. Severability: If any provision of this Agreement is determined to be illegal, invalid or unenforceable in whole or in part, such illegality, invalidity or unenforceability shall attach only to such provision or part of such provision and the remaining part of such provision and all other provisions of this Agreement shall continue in full force and effect.

    7. Waiver: A waiver by any party of any of the terms and conditions of this Agreement, or of a breach thereof, in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of any party. No delay or omission on the part of any party to assert or attempt to enforce any right or privilege hereunder shall be deemed to be a waiver of such right or privilege or any other right or privilege for any purpose or to any extent whatsoever.

    8. 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 MLSE, which MLSE can refuse in its sole discretion.

    9. Entire Agreement: This Agreement and all schedules attached hereto constitutes the entire agreement between the parties regarding its subject matter, and cancels and supersedes all prior agreements and understandings, whether oral or written, between the parties with respect to such subject matter contained herein (for greater certainty, this Agreement does not terminate any agreements relating to the Personal Seat Licenses which shall remain in full force and effect until, in respect of a Vendor, Transaction Completion in which case the agreements with respect to Transaction Completion shall apply with respect to the Personal Seat Licenses the subject matter thereof). There are no representations, warranties or other agreements between the parties in connection with the subject matter of this Agreement except as specifically set out in this Agreement and any document delivered pursuant to this Agreement. No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by the parties to this Agreement.

    10. Force Majeure: None of the parties shall be in breach of this Agreement if the performance by that party 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, fires, explosions, earthquakes, floods, the elements, strikes, labour disputes or any cause beyond the party’s reasonable control. However, in no event shall any act or omission by or on the part of any party, or any inability on the part of any party hereunder to pay any amount owing hereunder, constitute or be deemed to be considered any event beyond the reasonable control of such party.

Schedule A

Defined Terms

  1. Binding Acceptance” is defined in Section 3.4.4.
  2. Purchaser” means any person who is seeking to purchase or has purchased a Seat License through the Site. “Purchaser” includes you when you seek to purchase or have purchased a Personal Seat License through the Site. “Purchaser” means the person purchasing from you when you are acting as a Vendor.
  3. Purchaser’s Transfer Fee” is a transfer fee that Purchaser pays to MLSE and is currently the greater of (1) five percent (5%) of the accepted offer amount or (2) $500.00.
  4. Harmonized Sales Tax” (“HST”) is calculated as 13% of the "Purchaser's Transfer Fee" and 13% of the "Vendor's Transfer Fee".
  5. Vendor” means any person who is seeking to sell or has sold a Seat License through the Site. “Vendor” includes you when you seek to sell or have sold a Personal Seat License through the Site. “Vendor” means the person selling to you when you are acting as a Purchaser.
  6. Vendor’s Transfer Fee” is a transfer fee that Vendor pays to MLSE and is currently the greater of (1) ten percent (10%) of the accepted offer amount or (2) $500.00.
  7. Transaction Completion” is defined in Section 3.4.10.
  8. Personal Seat License” shall mean the rights held by the owner of a seat license under a seat license agreement with MLSE and/or any other agreement or communication from MLSE that describes or governs the rights held by the owner of a seat license with Seat License Source.
  9. Site” means the website at www.licensehub.mlse.com.
  10. you” means you, the user of this Site.