The Cloud Club Terms and Conditions

The terms and conditions set forth herein ("Terms and Conditions") along with the signed letter agreement ("Letter Agreement") serve as the binding, complete agreement (the "Agreement") between the Account Holder and China Basin Ballpark Company LLC ("the Venue" or "the San Francisco Giants"). As used in this Agreement, capitalized terms shall have the meaning set forth in text or at the end of these Terms and Conditions. By signing the Letter Agreement and/or paying the non-refundable deposit, the Account Holder agrees as follows:

Cloud Club Packages

The Venue offers different Cloud Club packages for purchase (e.g., City Founder, City Builder, and City Resident). The specific mix of Cloud Club Benefits in an Account Holder's package is described in the Account Holder's Letter Agreement. The types of Cloud Club Benefits included within an Account Holder's package may include:

  • Cloud Club Access Passes - A Cloud Club Access Pass will allow an individual access to the Cloud Club during a game. When using an Access Pass, outdoor balcony seating is not guaranteed and is subject to availability. Outdoor seats may be reserved as described in the Reservations and Bookings section below. Cloud Club Access Passes provide flexible use and may be redeemed for other products as described below.

  • Opportunity to use a certain number of Cloud Club Access Passes for other products*, including:

  • Luxury Suites (12-20 guests) (1 Cloud Club Access Pass per Guest)

  • Premium Seating with Splash Tix (Field Club or Club Level Infield) (1 Cloud Club Access Pass per Guest)

  • Select non-baseball events (California Spirit, Concerts, etc.) (1 Club Access Pass per Guest or as otherwise specified in the offer)

Not available to City Residents*Limitations on Use** From time to time, the Venue may impose restrictions on Cloud Club Benefits, including without limitation:

  • Max of up to four (4) Guests each (Reserved Seating or Club Access) for Opening Day
  • All Cloud Club reservations are subject to availability. In the event that the Cloud Club meets capacity on a particular date, the Venue may offer alternative seating subject to availability.
  • Maximum of up to twelve (12) Guests (Reserved Seating or Club Access) per Account Holder for any game; subject to change for select games.
  • Luxury Suite locations include Suite(s) 50-59; 70+ dates available to choose from; based on availability

Annual Cloud Club Benefits Expire Last Day of Regular Season

Cloud Club Benefits must be used during the applicable Regular Season and will not roll over for use in subsequent seasons. For instance, if the for the Regular Season, an Account Holder's package includes six games of Reserved Seating and 40 Cloud Club Access Passes, those benefits will expire on the last day of the Regular Season regardless of whether the Account Holder used all of the benefits or whether the Account Holder has signed a multi-year agreement.

No Resale of Cloud Club Benefits

Cloud Club Benefits are intended for the use of Account Holder and Guests. An Account Holder may provide Cloud Club Benefits to Guests on complimentary basis only. Account Holders (including their administrators, representatives, and Guests) shall not resell or attempt to resell any Cloud Club Benefit(s) to any third party or otherwise exchange or attempt to exchange such benefits with a third party for anything of value. Any purported sale, transfer or assignment in violation of this provision shall be null and void and shall constitute a breach of this Agreement. The Venue reserves the right to monitor the secondary market and take other measures to determine compliance with this provision.

Reservations and Bookings

Account Holders may reserve outdoor seating on the Cloud Club Balcony. Prior to the start of the Regular Season, the Venue will inform Account Holders when they can start making Cloud Club reservations. In general, the reservation process will have three stages. First, City Founders will be allowed to book the schedule of available games. Second, City Builders will be allowed to book the schedule of available games. Third, booking will be open for all Account Holders, including City Residents. The Venue reserves the right to set the schedule and method for the Cloud Club reservation process. The Venue does not guarantee that Cloud Club reservations will be available for any particular date.

Inclusive Food & Beverage

All food and beverage will be included with admission for Cloud Club patrons. Cloud Club food and beverage is provided for the sole benefit of individuals accessing the Cloud Club. Cloud Club patrons shall not provide Cloud Club food or beverage to individuals outside of the Cloud Club. The decision to serve or refuse service of alcoholic beverages to any individual shall be the sole responsibility of the Venue's concessionaire. Account Holders and Guests are not entitled to the continued service of alcoholic beverages. Cloud Club patrons shall not bring outside alcohol into the Cloud Club. If an Account Holder is applying Cloud Club Access Passes towards other seating options or experiences, such as luxury suites, premium seating and non-baseball events, those options will be inclusive of food and beverage in some capacity pre-set catering package in suites, $50 in Splash Credit on Premium Seating); particular offers may vary.

Etiquette and Behavior

In an effort to maintain an environment that is enjoyable and pleasant, the Venue reserves the right to ask an Account Holder or Guest to leave the Cloud Club, the Ballpark, or Other Cloud Location if his/her behavior or language is deemed inappropriate; his/her conduct interferes with the enjoyment of others; or his/her conduct constitutes any illegal, improper or immoral behavior as determined in the sole discretion of the Venue. Account Holders and Guests shall at all times maintain proper decorum while using the Cloud Club, Ballpark, and Other Cloud Locations and shall abide by all applicable governmental laws, ordinances, orders, and directions, as well as all Ballpark/Venue policies, rules, and directions, including directions of Ballpark personnel. Any violation of this provision will constitute a breach of this Agreement.

Post-Season Opportunity

Account Holders may be offered opportunities to purchase Post-Season access to the Cloud Club and/or Post-Season Tickets. All Post-Season offers are subject to availability.

Cloud Club Access

The Cloud Club will be open on Regular Season home games with hours set by the Venue.

Payment

Account Holders must pay a non-refundable deposit at the time of signature. The annual fee specified in the Letter Agreement must be paid on a yearly basis and is due on the date specified in the annual invoice provided by the Venue unless an alternate payment schedule is agreed to in writing by the Venue. The deposit and annual fees are non-refundable. Failure to pay required fees when due shall constitute a breach of this Agreement. The rate for annual fees will not increase during your agreed upon term, but may increase at the end of the term for any renewal period.

Amendment to Terms

The Venue reserves the right to amend or supplement the terms contained in this Agreement. Information about, and/or revisions or amendments to the Terms and Conditions may be posted on www.sfgiants.com from time to time. It is the responsibility of Account Holder to read and comply with all information.

ASSUMPTION OF RISK/RELEASE OF CLAIMS:

Account Holder, on behalf of itself and Guests, assumes all risk of personal injury to, or for any damage to or any loss of property of Account Holder and Guests, arising out of, during or related to their attendance at the Cloud Club, the Ballpark, or any Other Cloud Location, including all risks occurring or originating on and off the Cloud Club, the playing field, spectator areas, concession areas, convenience areas, entry/exit points, concourses, suite level, fan lot, ramps/elevators/escalators, and pedestrian areas; all risks of being injured by or suffering loss from thrown bats, bat fragments, thrown or batted balls, dropped or launched items, projectiles, objects, persons, animals, spills, slips, consumables, ballpark equipment, facilities, or other hazards or distractions; and/or all risks associated with crowds of people or the negligence or misconduct of other spectators (the "Assumed Risks"). Account Holder, on behalf of itself and Guests, acknowledges that attendance at the Cloud Club, the Ballpark, or any Other Cloud Location is voluntary, and therefore Account Holder, on behalf of itself and Guests, releases, to the fullest extent permitted by law, t*he Venue and its affiliates, Major League Baseball and its affiliates, and each of their respective *shareholders, officers, directors, employees, and agents (each a "Released Party" and together "Released Parties") from any liability or responsibility for injuries (including death), property damage, economic harm, or other loss resulting from or arising in connection with the Assumed Risks, this Agreement, or otherwise from the negligence of any of the Released Parties, but excluding any losses caused by the Released Parties' willful misconduct or gross negligence. The Account Holder will indemnify, defend and hold harmless each of the Released Parties from and against all claims, demands, liabilities, losses, damages, costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, arising from Account Holder or Guest use of the Cloud Club, the Ballpark, or attendance at any event while using Cloud Club Benefits. The attorneys selected to defend the Released Parties will be subject to the applicable Released Party's prior approval. Account Holder will be responsible for all damage caused to the Cloud Club, the Ballpark, or any Other Cloud Location by Account Holder or its Guests. This section shall survive termination of the Agreement.

Communication

Account Holder agrees that it may receive any or all communications via email.

Default and Termination Rights

Breach of any term of this Agreement by Account Holder, determined in Venue's sole discretion, shall constitute a default by Account Holder. In the event of a default, the Venue may, at its sole option and without notice, (a) cancel or revoke the defaulting Account Holder's Account and all Cloud Club Benefits in full, without recourse, refund, or compensation, (b) suspend access to any Cloud Club Benefits without recourse, refund, or compensation and/or (c) exercise all other rights and remedies available to it at law or in equity on account of such default.

Without waiving any other rights or remedies which may be available to it, if an Account Holder defaults under this Agreement before the end of the term selected in this Agreement and Venue terminates this Agreement before the end of the term selected in this Agreement, the Account Holder shall immediately pay the Venue the amount of any annual fee discount it received by entering into a longer term contract and to the remaining unpaid amounts due under the Agreement had it not been terminated. For instance, if an Account Holder signed a contract for a three-year term and defaulted and the Agreement was terminated after one year, the Account Holder must immediately pay the Venue the difference between the annual fee charged for a one-year package and the annual fee charged for a three-year package as calculated at the time of termination, plus the unpaid annual fees for years 2 and 3.

*Non-Transferability *

Accounts shall not be assigned or transferred in any manner, whether voluntarily or by gift, bequest, or operation of law, by the Account Holder to any person or entity without the express written consent of the Venue. In the event of any purported transfer, offer of transfer, or attempted transfer of an Account to a person or entity, the Venue has the right, but not the obligation, to terminate this Agreement and the Account. Only the Account Holder of record is allowed to make any changes to the Account. Account Holders should contact the Venue by mail or phone if contact information changes. An individual serving as an Account Administrator for a business account may be changed at the direction of an authorized representative of the Account Holder.

Good Faith Negotiation and Arbitration

If a controversy, dispute or claim of whatever nature arising out of, in connection with, or in relation to the interpretation, performance or breach of this Agreement arises between the parties hereto, the parties shall first attempt to resolve such matter through good faith negotiation.

If not settled by good faith negotiation between the parties, any controversy, dispute or claim of whatever nature arising out of, in connection with, or in relation to the interpretation, performance or breach of this Agreement, including any claim based on contract, tort, equity or statute and the determination of the interpretation or scope of the parties' agreement to arbitrate, shall be settled at the request of any party to this Agreement by final and binding arbitration conducted in the City and County of San Francisco, California, administered by and in accordance with the Comprehensive or Streamlined Arbitration Rules and Procedures of JAMS, or, if such rules no longer exist, the then existing rules of practice and procedure of JAMS (both sets of rules are collectively referred to as the "Rules of JAMS"), and judgment upon any award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof. The arbitrator shall be a retired California or federal judge selected in accordance with the Rules of JAMS. The arbitrator and not a jury will decide the dispute. Discovery in any arbitration shall be permitted but it shall be limited to one deposition and the exchange of documents and witness lists.

The arbitrator in an arbitration proceeding shall have the power to award damages or grant remedies that would otherwise be available under California law in a California state court having jurisdiction of the matter, but shall not have the power to award any other damages or grant any other relief, and shall not have the power to award punitive damages against any party or to vary the provisions of this Agreement. The arbitrator shall determine which is the prevailing party and shall include in the award that party's reasonable attorneys' fees and expenses and the costs and fees of arbitration, including the fees of JAMS.

Except as otherwise required by law, the parties agree that the arbitration procedure will be confidential, all conduct, statements, promises, offers, views and opinions, oral or written, made during the arbitration by any party or a party's agent, employee or attorney will remain confidential and, where appropriate, will be considered work product and privileged, and the existence and the results of the arbitration will be maintained by the parties and their respective agents, employees and attorneys as confidential at all times.

In the event that JAMS is no longer in existence at the time that arbitration is requested, the dispute shall be submitted to arbitration in accordance with the rules and procedures of the successor to JAMS or, if there is no such successor, the matter shall be submitted to an organization that consists of members similar to JAMS or its successor.

Integrated Agreement/Interpretation/Waiver

This Agreement is the final, complete and exclusive statement and expression of the agreement among the parties hereto with relation to the subject matter of this Agreement, it being understood that there are no oral representations, understandings or agreements covering the same subject matter of this Agreement. This Agreement supersedes, and cannot be varied, contradicted or supplemented by evidence of any prior or contemporaneous discussions, correspondence, or oral or written agreements of any kind. This Agreement shall be governed by the laws of the state of California without reference to conflict of laws principles. If any provision of this Agreement shall be held invalid, such provision shall be severed from this Agreement and the remaining provisions shall remain in full force to the fullest extent permitted by law. If any conflict exists between the Letter Agreement and the Terms and Conditions, the Letter Agreement shall take precedence. Any waiver or consent by Venue to any variation from any provision in this Agreement shall be valid only in the specific instance in which it is given, and no such waiver or consent shall be construed as a waiver of any other provision on this Agreement or with respect to any similar instance or circumstance.

Defined Terms

As used in this Agreement, the following terms have the meanings set forth below, which means shall be applicable equally to the singular and plural of the terms defined:

  • "Account" is the revocable license granted by this Agreement to the Account Holder to purchase Cloud Club Benefits.
  • "Account Holder" the person or entity identified as the Account Holder on the Letter Agreement.
  • "Ballpark" means the Major League Baseball ballpark owned by the Venue in San Francisco, CA. The Ballpark is currently referred to as "Oracle Park".
  • "Cloud Club Benefits" means any products, Ticket, or other hospitality obtained through an Account Holder's Account, including without limitation, Reserved Seating, Cloud Club Access Passes, luxury suites, premium Tickets, and non-baseball events (e.g., concerts, boat cruises, etc.).
  • "Guest(s)" means any person, other than an Account Holder, who is accessing the Cloud Club, Ballpark, or other Cloud location using Cloud Club Benefits.
  • "Other Cloud Location" means any location outside of the Ballpark or Cloud Club where access is obtained through Cloud Club Benefits.
  • "Regular Season" shall mean the period of time during which the Giants play their regular season games and shall not include any period during which pre-season or Post-Season games are played.
  • "Splash Tix" shall mean a system that stores credit on a Ticket to be used toward food and beverage at ballpark concession stands and other locations.
  • "Ticket" means a limited, revocable license granted by the Venue to enter Ballpark, attend a San Francisco Giants baseball game, and occupy the seat location identified on the applicable Ticket.