Tournament Rights & Benefits

IMPORTANT -- READ CAREFULLY

The purchase of rights and benefits at the Tournament(s) specified in the Purchase Order (“Tournament Rights”) is subject to that certain agreement between PGA TOUR, Inc. or its affiliate (“TOUR”) and the purchaser, which agreement is in effect during the applicable Tournament and pursuant to which such purchaser has an obligation or opportunity to purchase Tournament Rights (the “PGA TOUR Agreement”).

The term of the Purchase Order shall commence upon the earlier of issuance of the Purchase Order or the start of the first applicable Tournament and shall terminate upon the latter of conclusion of the last applicable Tournament or fulfillment of each party’s obligations under the Purchase Order (the “Term”).

The parties acknowledge that, at the request of Purchaser, TOUR has engaged in discussions with the host organization of the Tournament (if such Host Organization is not TOUR) (“Host Organization”), and the Host Organization has agreed to provide to Purchaser the Tournament Rights set forth in the Purchase Order and any attachments thereto.  Tournament Rights provided directly by TOUR are also subject to the terms at https://www.pgatour.com/company/hospitalityterms.html.

TOUR agrees to pay Host Organization the amount set forth in the Purchase Order in respect of the Tournament Rights set forth therein.  Such amount is inclusive of any and all taxes, including sales taxes and/or admission taxes.  Host Organization shall invoice TOUR for such amount in accordance with the normal billing procedures utilized generally between vendors/hospitality purchasers and Host Organization.  Unless otherwise specified in the Purchase Order, Host Organization shall submit invoice to pgatouraccountspayable@pgatourhq.com. TOUR agrees to remit payments due to Host Organization as evidenced by such invoice(s) in accordance with the terms of such invoice(s).  The payment amount includes all applicable sales taxes.  Notwithstanding the foregoing, TOUR is not required to remit payment to Host Organization until receipt of payment by the purchaser.

The purchaser acknowledges and agrees that it will make payment to TOUR with respect to the Tournament Rights in the amount set forth in the Purchaser Order as set forth in the PGA TOUR Agreement or, if no payment structure is specified in the PGA TOUR Agreement, within thirty (30) days of receipt of invoice from TOUR.  Unless otherwise specified in the Purchase Order, such payment shall be made to the Accounts Receivable Department, PGA TOUR, Inc., P.O. Box 1065, Ponte Vedra Beach, FL 32004.  For the avoidance of doubt, if TOUR is the host organization of the Tournament, TOUR shall retain such payment and deliver the Tournament Rights to purchase directly.

Host Organization agrees to indemnify TOUR and hold it harmless against any costs and expenses (including reasonable attorneys’ fees whether incurred in preparation of trial, at trial, on appeal or in bankruptcy proceedings) which TOUR may incur as a result of claims made against TOUR by the purchaser caused by Host Organization’s failure to provide the Tournament Rights set forth in the Purchase Order.

Host Organization and purchaser each agree to indemnify and hold the other harmless against any and all losses, claims, damages, expenses, judgments, awards, petitions, demands or liabilities (including reasonable attorneys’ fees) whether incurred in preparation of trial, at trial or on appeal or in bankruptcy proceedings) to which the other may become subject in connection with the Tournament, including, without limitation, claims or actions related to personal injury or property damage, to the extent caused by the negligent or willful misconduct of the indemnifying party and/or their respective officers, directors, employees or agents. Host Organization (or TOUR, if TOUR is the host organization of the Tournament) shall add purchaser as an additional insured to its Tournament liability insurance policy.

If the Tournament is canceled due to an Act of God, State of War, terrorism, pandemic, union strike or any other condition beyond the reasonable control of Host Organization and/or TOUR, purchaser will be obligated to pay only for those Tournament Rights already delivered and/or costs already incurred or irrevocably committed as a result of the intended provision of the Tournament Rights.  The Purchase Order may be terminated by Host Organization and/or TOUR if the Tournament loses its title sponsor. In the event of termination due to loss of title sponsor, Host Organization and/or TOUR shall refund the amount paid to it hereunder less any costs irrevocably incurred in provision of the Tournament Rights as of the date of such termination (e.g., construction, décor, custom printing) and less the pro rata portion of Tournament Rights already fulfilled as of the date of such termination.

The Purchase Order shall be governed by and construed in accordance with the laws of the State of Florida.  Except as set forth herein, no party hereto may assign its respective rights and obligations hereunder without the consent of the other parties.  Amendments to the Purchase Order shall be effective only via Change Order executed/approved by all parties.