AS OF JUNE 2022

1. Overview. Broadway Across Canada (“BAC”) presents live Broadway touring production shows (each a “Show”, together “Shows”) as part of a series in cities across the United States (each a “Local Broadway Series”). As a subscriber (“You” or “Subscriber”) to a season subscription (“Subscription”) of a Local Broadway Series, You will receive, upon making certain payments, a revocable personal license that will allow You whose name is on the Subscription account (“BAC Account”) to purchase up to a certain number of tickets (“each a “Ticket,” together, “Tickets”) and other benefits (together, “Subscription Package”) for an offering of Shows (“Show Offering”) for a specified season (“Season”). Tickets and Subscriptions are revocable personal licenses that will admit you and/or your guest(s) (“Ticketholders”) to live theatrical performances (each a “Performance”, together, “Performances”) of a Show at the venue in which the Performance is presented (the “Theatre”) on specified dates and times. Revocation of Subscriptions and Tickets are made at the sole discretion of BAC (subject to applicable law), with or without cause and with or without notice, including without limitation, for improper or abusive conduct by any Ticketholders at the Theatre or with BAC, the Producer, the Presenter, or the Theatre staff, or otherwise. Upon a revocation, BAC shall refund that portion of the Subscription price as related to unused Tickets returned to the Box Office or revoked by BAC for Performances that have not yet been presented, provided all such Tickets for future Performances as of the effective date of the revocation are returned at least two business days prior to the first such Performance or such later Performance as may be designated by BAC in its sole discretion.

2. Terms. Your Subscription and Tickets are subject to these Broadway Across Canada Standard Season Subscription Terms and Conditions (“Subscription Terms and Conditions”) and the terms and conditions for each Local Broadway Series that are posted on the dedicated city’s web page accessible from www.broadwayacrosscanada.ca (and any third-party websites of the Theatre or Presenter linked to such web page) (“Local Website”) for the Local Broadway Series corresponding to your Subscription, the subscription brochure (“Brochure”), subscription invoice (“Invoice”), in your online BAC account and in materials and communications sent to You via any format (such materials and communications together, with Local Website, Brochure, Invoice and online BAC account, “Local Terms”). If there is a discrepancy between the Subscription Terms and Conditions and the Local Terms, the Local Terms govern. The Subscription Terms and Conditions and Local Terms are subject to change without notice, from time to time, in BAC’s sole discretion. Any such modification will be effective immediately upon public posting.

3. Subscription.

a. Renewals. While BAC anticipates that Subscribers will have the opportunity to renew their Subscription for an upcoming Season, BAC, in its sole discretion, reserves the right to not renew any Subscription or to change the seat location previously assigned. If You do not renew your Subscription by the renewal deadline (“Renewal Deadline”) set forth in the Local Terms, the seat location specified in your Subscription will be released for purchase by others.

b. Automatic Renewal Plan.

(i) If You participate in a program that automatically renews your Subscription for the next season (“Automatic Renewal Program”), You will receive written notice at least twenty (20) days in advance of each upcoming Renewal Deadline. Such notice shall include: (aa) the date in which your credit card will be charged (“First Payment Date”); (ii) new Season Subscription pricing; and (iii) a method to cancel the automatic renewal of Your Subscription.

(ii) Beginning on the First Payment Date, your credit card will automatically be charged to pay for Your Subscription for an upcoming Season, in accordance with Your Payment Plan, until You or BAC chooses not to renew the Subscription in accordance to the Subscription Terms and Conditions. If you cancel the automatic renewal of Your Subscription prior to the First Payment Date, your credit card will not be charged.

(iii) After any applicable First Payment Date and prior to the Renewal Deadline (the “Money-Back Guarantee Period”), You may cancel your renewal by contacting BAC by phone or e-mail. BAC will refund the Subscription price to You (including applicable taxes and fees). You may not cancel your renewal after the Renewal Deadline.

c. Courtesy Changes. Any requests for adjustments to the Subscription outside of standard benefits or Show Offerings (“Courtesy Changes”) must be completed by the applicable Renewal Deadline and are limited to one request per BAC Account (not per seat) per Season. After the applicable Renewal Deadline, only the standard benefits for the Subscription will be offered.

d. Upgrades. Following a Renewal Deadline, Subscribers may have the opportunity to upgrade their Subscription Package, including changing their assigned Subscription seat location or Performance day and time (“Upgrade”), subject to conditions and restrictions. Upgrades are possible only when seats become available when other Subscribers cancel or do not otherwise renew their Subscriptions. Upgrades, where available, are only possible for BAC accounts with valid email addresses on file and are made through your online BAC Account or by phone. Upgrades are subject to Price Adjustment (see below). Upgrades are considered only for BAC Accounts paid in full or for which all due installments have been paid in an applicable payment plan. Once your seats have been upgraded, your original seat location may be released for purchase by others. Upgrades may not be available for certain seating sections or Performances. Further, Upgrades are not available for Shows in which Subscribers have an option to purchase Shows that are separate from the Show Offerings (“Season Options”).

e. Changing Subscriber’s Name on BAC Account. If requesting to split seats with another Subscriber or to change Subscriber’s name on the BAC Account, your request must be submitted in writing. In fairness to other renewing Subscribers, we may not be able to honor all such account transfer requests. BAC may impose certain rules, restrictions, and conditions on account transfer requests (including documentation of any applicable conditions).

f. Cancelled Performance. Should BAC, the Show’s producer (“Producer”), the Show’s presenter (“Presenter”), and/or the Theatre cancel, without replacing, any Performance included in the Season Subscription Package, a refund or credit of the face amount on the Ticket for such cancelled Performance may be provided; but the Subscription arrangements will not otherwise be affected. Tickets are final and otherwise not refundable, except as provided in these Subscription Terms and Conditions or in the applicable Local Terms.

g. Performance Changes. In planning a Season, care is taken to avoid scheduling conflicts or changes of any kind. However, prices, Performances, schedules, Theatres, and artists are subject to change without notice. In the event that BAC, the Producer, the Presenter, and/or the Theatre are unable to present a Show title that was part of your Season Subscription Package on its originally scheduled date due to circumstances beyond their reasonable control, such Show title may be substituted with another Show title that will comprise part of the Show Offering.

4. Seat Location.

a. Seat Allocation. Allocation of seat locations is subject to available seating as determined by BAC, in its sole discretion. Seating may be subject to relocation for a particular Performance due to production requirements, limited or obstructed views, applicable law or public health or safety guidance, or other reasons. Performance location may change due to Theatre renovations, the relocation of a Performance to a different Theatre, or for other reasons. In such cases, Subscribers will be notified concerning relocation of their seats to the best available seating for comparable seats. No refunds will be given if a location needs to be relocated and comparable seats are available for seat relocation.

b. Orchestra Pit Seating. For certain Performances, orchestra pit seating may become available without notice. While Subscribers with seats in or near the front rows may be given an opportunity to exchange their existing Subscription seating for such orchestra pit seating, those exchanges are made at the sole discretion of BAC, and if notice for such exchange is not provided (due to time constraints), a Subscriber is not entitled to a refund.

c. Exchanges. If you cannot attend a Performance, You may request an exchange of Tickets of a single Performance for another Performance of the same Show (“Exchange”). Subject to availability and certain restrictions or conditions related to certain Shows or Performances, Exchange requests must be made at least two business days prior to the Performance for which You are requesting an Exchange or within any other deadline specified to you in an email or other Local Terms. Exchanges are subject to Price Adjustments (see below).

5. Theatre Rules.

a. Prohibition. Subject to applicable law and rules of the Theatre, smoking, vaping, cell phone usage during the Performance, disorderly conduct, and any recording or photographing of the Performance are strictly prohibited. Outside food and beverage, weapons, illegal drugs, and other contraband are not permitted inside the Theatre. Please check Theatre rules for other restrictions, such as size limits for personal bags. Please contact the Theatre prior to the Performance for requests for an exemption to certain prohibited items as an accommodation for those with disabilities, medical requirements, and/or special needs, including dietary needs.

b. Security. Admission to the Performance may require consent to a reasonable search for prohibited items. Those who refuse to provide such consent may be required to leave the Theatre, at the sole discretion of BAC, the Producer, the Presenter or the Theatre; their Tickets will not be refunded; and their Subscription and Tickets may be subject to revocation.

c. Late Arrivals. Ticket Holders who arrive after a Performance begins are subject to the Show’s and Theatre’s late seating policies. No refunds will be given for late arrivals.

d. Show Content. Some Shows may contain profanity and/or explicit content intended for mature audiences. Subscribers are responsible for determining whether Show content is appropriate for them and their guests. Subject to availability, BAC may accommodate Courtesy Change requests for such content concerns, provided that the request is made prior to the applicable Renewal Deadline.

e. Technical Issues. While BAC, the Producer, the Presenter, and the Theatre are committed to bringing quality Performances, they shall not be responsible for sound quality issues or other technical difficulties, fire alarms, or similar issues not within their reasonable control.

f. Children Under 6. Children under the age of six are encouraged to attend only family friendly Show Performances. Everyone entering the Theatre must have a ticket regardless of age. For the comfort and enjoyment of all guests, children who are disruptive to other guests will be asked to leave the seating area. Infants will not be allowed to attend Broadway performances.

g. Assumption of Risk and Waiver. The holder of a Ticket to a Performance assumes all risks and danger of personal injury, including but not limited to risk of bacterial or viral infection, or property damage arising from or related to the Show Performance. The Ticketholder agrees that The John Gore Organization, Inc., Eagle Eye Entertainment Inc., the Theatre, the Presenter, the Show, the Producers, any Show organizers, their respective affiliates, subsidiaries, sponsors, ticket service providers, successors, and assigns and their respective officers, employees, contractors, and agents are expressly released by the Ticketholder from such claims.

h. Health Protocols.

(i) An inherent risk of exposure to COVID-19 and its variants (“COVID-19”) exists in any place where people gather. COVID-19 is an extremely contagious disease that can lead to severe illness and death. Ticketholders assume all risks, hazards, and dangers arising from or relating in any way to the risk of contracting COVID-19 or any other communicable disease or illness, or a bacteria, virus or other pathogen capable of causing a communicable disease or illness, whether occurring before, during, or after the Performance, however caused or contracted, and voluntarily waive all claims and potential claims against, any Show organizers, The John Gore Organization, Inc., Eagle Eye Entertainment Inc., the Theatre, the Presenter, the Show, the Producers, any Show organizers, their respective owners, affiliates, subsidiaries, sponsors, ticket service providers, successors and assigns and their respective officers, employees, contractors and agents.

(ii) COVID-19 related health protocols may be in effect at the time of performance, including, without limitation, required: masks, proof of COVID-19 vaccination, proof of negative COVID-19 test results, confirmation of prior travel to restricted areas and/or confirmation of no known symptoms of and exposure to COVID-19. BAC reserves the right to unilaterally make changes to health protocols according to updated public health guidance and applicable law. Future updates will be provided to ticket holders prior to the Performance. Anyone who does not comply with any COVID-19 related health protocol may be required to leave the Theatre, and their Ticket will not be refunded. Guests with accessibility questions, or who require additional assistance related to the Theatre’s COVID-19 policies may email the email address or call the phone number provided in the Local Terms. Show Performances are planned at full capacity, subject to applicable law and governmental approval.

6. Fee Disclosures, Payments Plans, Price Adjustments, Chargebacks, Refunds, Credits, and Gift Certificates.

a. Fee Disclosures.

(i) The total cost of Your Subscription on the pricing grid provided in the applicable Local Terms reflects the sum of the face value of Your Tickets (including any facility fees), plus any processing fees, service charges, and any applicable taxes.

(ii) If You have Broadway Premiere Seating, Patron Club Subscriptions, or other premium seating locations identified in your Local Terms (each a “Premium Package”, together, “Premium Packages”), the total cost will also include the Premium Package participant fee and/or any applicable charitable contribution. Such fees or charitable contributions are disclosed in your Invoice and other Local Terms. Premium Subscription Package Subscribers receive priority access to premium seat locations, prior to Tickets being placed on sale to the general public. Additional benefits, such as discounts for local restaurants or Show merchandise, parking, drink vouchers, and/or exclusive opportunities to purchase additional Tickets before the general public, may be included in the Premium Packages. These additional benefits have no ascribed monetary value.

(iii) Please note that the Tickets You receive reflect the face value of the Ticket and any facility fees. Because the processing fees, service charges, and any applicable taxes, as well as, if applicable, any Premium Package participant fee, and/or any applicable charitable contribution may not be broken out on the Tickets, the prices of the Tickets may not add up to the total due on your Invoice. All sales are final. No refunds, except as expressly stated herein.

(iv) For more information, including fee breakdowns, please refer to your Invoice and other Local Terms, or contact the Subscriber hotline for Your Local Broadway Series.

b. Payment Plans. By selecting a Subscription Package, You agree to select a payment plan options made available to You by BAC for each Season (each, a “Payment Plan”) and further agree that subject to availability in your local market, the selected Payment Plan will, absent notice to or from BAC regarding cancellation of Your Subscription, is subject to the following terms:

(i) Payment Authorization. You authorize BAC to bill You for the Subscription Package in accordance with the selected Payment Plan. For all Your Subscription Package payments, this payment authorization shall remain in effect for so long as Your BAC Account remains in good standing. You hereby understand and agree that (aa) BAC has the authority to approve charges in accordance with the Payment Plan; (bb) BAC is not liable in any way for erroneous billing statements or incorrect charges, and that in the event of such a billing error, BAC’s only responsibility is to correct it if and when BAC receives written notice of the error (cc) all deposits and/or payments made are non-refundable; and (dd) You are solely responsible for ensuring that Your payment information is correct and current and for notifying BAC of any errors, deficiencies or changes such that the payment information may be updated. Your failure to update Your payment information within the specified time frame may result in a suspension or loss of Tickets and/or Subscription privileges at the sole discretion of BAC. BAC reserves the right to charge a processing fee in the event a payment is refused for any reason. All payments are due on the dates specified by BAC in the applicable Local Terms.

(ii) Payment Plan Options. You may select among the following Payment Plans to pay for Your Subscription, using any credit card accepted by BAC (each a “Credit Card”) or cheque:

(aa) The “Annual Plan” allows You to pay 100% of the cost of Your Subscription on or before the Renewal Deadline.

(bb) The “Quarterly Plan” allows You to pay 25% of the cost of Your Subscription on or before the Renewal Date, and pay the remaining balance on the three subsequent payment dates specified in the Local Terms (each payment will be in the amount of 25% of the total Subscription price, plus applicable fees and taxes). All payments for a given Subscription Package must be made prior to the first performance of the applicable Season.

If You are already enrolled in the Automatic Renewal Plan, You may request a change in Your Payment Plan by informing BAC prior to the First Payment Date (as defined below) for an upcoming Season. Any Payment Plan change will be effective only after it has been confirmed by BAC.

(iii) Declined Credit Card Payments or Bounced Cheques. If Your Credit Card on file is declined for any reason or Your cheque bounces, BAC will notify You via Your e-mail address on file and request that You manually renew the Subscription. BAC will make reasonable attempts by email and/or telephone to notify You that the payment has not processed and request that payment information be updated or another cheque be issued. If after four (4) notification attempts and You have not responded to BAC or payment has not been made, BAC will release the applicable Subscription Tickets and refund the price of such Tickets, less any processing fee. Please note, no refund will be issued for any performances missed during this time. If a Subscriber enrolled in the Annual Plan or Quarterly Plan misses a payment, and the payment remains outstanding for ten (10) or more business days, BAC may terminate Your BAC account.

c. Price Adjustments. Upgrades, Exchanges, and other benefit changes may result in price adjustments (“Price Adjustments”). For example, Upgrades and Exchanges for higher-priced tickets, such as for more favorable seating sections, a higher-priced Performance, or seating that is subject to dynamic pricing, will result in additional charges to your credit card or deduction from any credit in your BAC Account equal to the difference in price and applicable taxes and fees. Exchanges for lower-priced Tickets (due to availability or moving to a lower priced Performance) will result in either (i) a refund to the credit card used in the original Subscription payment or associated with your BAC Account (less the Subscriber processing fee), (ii) a credit to your BAC Account, or (iii) a gift certificate that will be mailed to you at the address on file with your BAC Account, at BAC’s sole discretion and in each case equal to the difference in price and applicable taxes and fees.

d. Chargebacks. You will not contact BAC or the Theatre to seek a refund, credit or exchange that is prohibited hereunder, by Local Terms or by other published rules or policies of BAC, the Producer, the Presenter, or the Theatre. You will not dispute or otherwise seek a “chargeback” from the company whose credit card you used to purchase Subscriptions or Tickets. Should You do so, your Subscription and/or Tickets may be canceled, and BAC may, in its sole discretion, refuse to honor pending and future Subscription or Ticket purchases made from all credit card accounts or BAC Accounts on which such chargebacks have been made, and may prohibit future Ticket purchases by any person who accesses or uses any associated BAC Accounts or credit card (including any person whose name is listed thereon) or who otherwise breaches this provision. Returned or dishonored checks may be subject to a processing charge.

e. Refunds, Credits, and Gift Certificates. No refunds, credits, or gift certificates will be issued for missed Performances. BAC may offer the option of issuing credits or gift certificates for various reasons, including differences in price resulting from Exchanges, canceled Performances, or other circumstances. Credits and gift certificates are not redeemable for cash, except at BAC’s sole discretion, and are only redeemable (in whole or in part) toward the purchase of Tickets (including Season Subscription Tickets, Additional Tickets, eCLUB tickets, group sales tickets, Upgrades and Exchanges) for Performances for the Local Broadway Series corresponding to your existing Subscription. If You make purchases that exceed the value of the credits in your BAC Account or on your gift certificate(s), You will be required to pay the balance due. Credits are non-transferable and can only be used for orders associated with your BAC Account. To obtain your credit balance, please log in to your online BAC account or call the customer service hotline for your Local Broadway Series. It may take up to two weeks for the credit balance to be adjusted. Please check the Local Terms for more info, including any credit or gift certificate expiration dates. Credits and gift certificates are only available for Tickets purchased directly through BAC. BAC is not responsible for the ticketing practices put in place by secondary ticket providers.

7. Accessible Seating Tickets and Special Accommodations. BAC strives to make it easy to purchase accessible seating Tickets for all Shows and to make reasonable accommodations for any guests with special needs. To purchase accessible seats or request special accommodations, visit us online or call the customer service hotline listed in your Local Terms. Accessible seating areas are solely for people with disabilities and their companions.

8. Subscriber Additional Ticket Limits. In addition to their Subscription Tickets, Subscribers may have the opportunity to purchase additional tickets (“Additional Tickets”) for Performances from the Show Offerings or Season Options, subject to certain conditions and restrictions. BAC, the Producer, the Presenter, and the Theatre, at their sole discretion, shall be entitled to implement a Ticket purchase limit per person or Subscription Package, per household, per credit card, per e-mail address, per billing address, per account number, per phone number, per IP address or otherwise (and either per Performance or for the entire Show engagement). If a Subscriber purchases more than the specified limit, then BAC, the Producer, the Presenter and/or the Theatre, each in its sole discretion, reserves the right (with or without notice) to revoke Tickets and issue refunds for inadvertent or other sales in excess of the designated limit. The current Ticket purchase limit per Subscription Package is eight (8) tickets per Subscriber household unless otherwise advertised. Additional Tickets may not be available for purchase for certain Performances.

9. Lost Ticket. Upon receipt of Tickets, risk of loss, or theft of Tickets shall pass to the Subscriber. The Theatre shall not be obligated to admit Subscriber and its guests to Performances unless applicable Tickets are presented at such time. If a Ticket is lost, stolen, or otherwise not received by the Subscriber, BAC will make reasonable efforts, upon request prior to the Performance date, cancel such Tickets and take any steps, at BAC’s sole discretion, to help You access the same Performance and seat location as stated on such Ticket. To pick up replacement paper Tickets or seating location passes, the account holder must present government issued photo identification that matches the name on the BAC Account. BAC may also send You a replacement Ticket via your BAC Account, via email or text, or via other means, at its sole discretion. Tickets that are lost, stolen, or otherwise not received are not eligible for Exchange.

10. Certain Ticket Resale Prohibited. BAC does not support the reselling of tickets in excess of the face value through any means other than through authorized reselling programs of BAC. Doing so will constitute a breach of the Subscription Terms and Conditions and Subscribers who violate this term may be subject to revocation of their Subscription and Tickets. BAC, Producer, Presenter, or the Theatre are not responsible for counterfeit tickets that Subscribers or others may purchase from unauthorized third parties reselling Tickets. If You transfer or sell a Ticket, You are solely responsible for communicating the Subscription Terms and Conditions and Local Terms that apply to the use of that Ticket to the recipient, as well as any updates, including but not limited to information about seating and date changes, Performance cancellations, and the Theatre’s rules, including Health Protocols, and security requirements. Other than admission to the Performance, all other benefits associated with a resold Ticket are non-transferable.

11. Use of Your Contact Info. BAC, the Presenter or the Theatre may use your e-mail address, street address and/or telephone number to contact You about your Subscription and provide You with special offers and important information regarding your Subscription, subject to applicable law. BAC and its associated business units will not provide your personal e-mail address, street address and/or telephone number information to any third party, except as permitted by applicable law or applicable website privacy policies. As a Subscriber, You agree to the use of your phone number when needed to update You regarding your Subscription or Performance (by either a real person or automated feature). If You wish to opt out of receiving such calls, please call us or send a written request to CanadaService@BroadwayAcrossCanada.ca. For complete terms governing how BAC handles your personal information, visit https://www.broadwayacrosscanada.ca/privacy-policy/. In addition, if You sign up for our Mobile Alerts program, You may receive SMS or MMS text message alerts relating to your Broadway Account and Performance as well as marketing offers and promotions from BAC. The terms of the Mobile Alerts program, including opt-out procedures, are posted at http://tickets.broadwayacrossamerica.com/sms.

12. Arbitration. These Subscription Terms and Conditions provide that all disputes, claims or controversies arising from or related to your Subscription or Tickets, or between You and BAC, the Presenter, the Producer or the Theatre regarding such matters, shall be submitted by us to mediation and if the matter cannot be resolved through mediation, it shall be submitted for binding arbitration. Unless the parties agree otherwise, any mediation and/or arbitration shall take place in Ottawa, Ontario, Canada, and shall be administered by and pursuant to the rules of the Canadian Arbitration Association (“CAA”). Disputes shall be arbitrated on an individual basis. There shall be no right or authority for any claims or disputes to be arbitrated or litigated on a class action basis or in a purported representative capacity on behalf of the general public or other persons similarly situated. No arbitration award or decision shall be given preclusive effect as to the issues or claims in any dispute with anyone not a party to that arbitration. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any rights under your Subscription or Tickets (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and You specifically waive any right to be a member of a class action lawsuit for any claim, dispute or controversy arising from or related to your Subscription or Ticket(s). You agree that any claim or cause of action arising out of or related to any Tickets, Subscription, or the Subscription Terms and Conditions and Local Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred, subject to applicable law. Under no circumstances will any Subscriber be permitted to obtain any award for, and Subscriber hereby knowingly and expressly waives all rights to seek, punitive, incidental, exemplary, consequential or special damages; lost revenues; and/or lost profits, and under no circumstances will any Subscriber have any rights to have damages multiplied or otherwise increased; (iii) no award or decision shall be given preclusive effect as to the issues or claims in any dispute with anyone not a party to that dispute or litigation and (iv) Subscriber irrevocably waives any right to seek injunctive or equitable relief, unless otherwise prohibited by law.

13. Applicable Law. These Subscription Terms and Conditions are subject to applicable law. If any provision (or portion thereof) contained herein is found by any arbitrator or court of competent jurisdiction to be invalid, illegal or unenforceable, that provision (in whole or in part) shall, to the extent required, be deemed not to form part of these Subscription Terms and Conditions, and the validity, legality and enforceability of the other provisions of these Subscription Terms and Conditions shall not be affected or impaired thereby. If any such provision (or portion thereof) is held invalid or unenforceable with respect to particular circumstances, it shall remain in full force and effect in all other circumstances.

14. No Waiver. No course of dealing, failure or delay by BAC, the Producer, the Presenter, or the Theatre in exercising any right or remedy or enforcing any provision under these Subscription Terms and Conditions or Local Terms will operate as a waiver of any such (or any other) right, remedy or provision, and no waiver of a breach of any provision of the Subscription Terms and Conditions or Local Terms will be considered or constitute a waiver of any succeeding breach of the same or any other provision or a waiver of the provision itself.

15. Headings. The section headings contained herein are inserted for convenience only and shall not affect in any way the meaning or interpretation of these Subscription Terms and Conditions.