Purchase Agreement

PayPal Park Single Event Suite License Agreement

1. The Suite. This Single Event Suite License Agreement (the “Agreement”) sets forth the terms and conditions of the rights granted (the “License”) to the person or entity submitting the order summary and executing this Agreement as the licensee (the “Licensee”) by Earthquakes Stadium, LLC and/or Earthquakes Soccer, LLC (individually or collectively, the “Licensor”). Subject to the terms and conditions of this Agreement, the License granted hereby relates to a suite (the “Suite”) at PayPal Park located at 1123 Coleman Avenue, San Jose CA 95110 (the “Stadium”) for the single event described in the associated order summary (the “Event”). Dates and times of Event are subject to change or cancellation.
2. License Fee. In consideration of and access to and use of the Suite by Licensee on the date of the Event, Licensee shall pay to Licensor a license fee in the total amount included in the order summary (the “License Fee”). The License Fee is payable in full upon execution of this Agreement.
3. Tickets. The License Fee includes the number of Suite admission tickets referenced in the order summary for use by Licensee and its guests on the Event date (the “Suite Tickets”). In the event that any applicable law, rule, regulation or health guideline restricts the number of guests permitted in the Suite on the Event date, Licensor shall notify Licensee of such capacity reduction, and Licensor may permit Licensee to access the Suite at the reduced capacity. Licensor shall deliver all Suite Tickets digitally via Ticketmaster (unless otherwise stated in the order summary) to the email address on file. If the Event is a Major League Soccer (“MLS”) event, including a San Jose Earthquakes match, Licensee’s use of the Suite shall also be governed by and subject to any applicable rules or policies that may be implemented from time to time by San Jose Earthquakes in its sole discretion, including but not limited to the ticket terms and spectator waiver and the Fan Code of Conduct (collectively, the “Rules”).
4. Term of Agreement. Licensee’s right to use the Suite shall begin at such time as the Suite may open on the Event date and shall terminate at the conclusion of the Event on the Event date. Licensee and its guests shall be entitled to use the Suite on the Event date only. Access to the Suite shall be controlled by, and shall require each person using the Suite to present a Suite Ticket thereto. Licensee shall have the right to enter the Suite from the time Stadium gates are open to the general public and shall vacate the Suite at the conclusion of the Event.
5. Parking. If stated in the order summary, Licensee shall receive the number of parking passes referenced in the order summary for the Event. Additional parking passes may be purchased separately.
6. Services, Food and Beverages. Licensor shall provide the following services to the Suite: (i) light, electricity and ventilation (ii) ordinary repair and maintenance of the interior and exterior of the Suite made necessary by normal wear and tear; (iii) dusting, sweeping, and cleaning the Suite and rubbish removal and disposal; and (iv) security services for the Stadium. Licensee may also order and purchase from Licensor’s concessionaire, for an additional fee not included in the License Fee, (i) food and beverage (alcohol and non-alcohol) catering and bartending services at rates and on terms established from time to time by Licensor’s concessionaire; (ii) concierge services upon request; and (iii) wait staff service provided by Licensor’s concessionaire. Any non-inclusive catering, bartending, wait staff, concierge and security services requested by Licensee and provided by Licensor or Licensor’s concessionaire during the Event are subject to the rates and terms established from time to time by Licensor.
7. Cancellation Policy. ALL TICKET SALES ARE FINAL. NO REFUNDS OR EXCHANGES EXCEPT AS PROVIDED HEREIN. THE SOLE AND EXCLUSIVE REMEDY IF THE GAME IS NOT PLAYED FOR ANY REASON, IS A REFUND OF THE LICENSE FEE. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR EXEMPLARY DAMAGES OF ANY KIND, OR ANY DAMAGES BEYOND THE LICENSE FEE. ANY DISPUTE OR CLAIM RELATED TO, OR ARISING FROM, THIS AGREEMENT SHALL BE RESOLVED BY MANDATORY, CONFIDENTIAL, FINAL, AND BINDING ARBITRATION. LICENSEE AND LICENSOR EACH AGREE THAT ALL DISPUTES SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS AND EACH WAIVES ANY RIGHT TO LITIGATE IN COURT OR ARBITRATE ANY CLAIM AS A CLASS ACTION, REPRESENTATIVE ACTION, OR CLASS ARBITRATION. IF LICENSEE DOES NOT CONSENT TO THIS CLAUSE, LICENSEE AND ACCOMPANYING PARTIES MUST LEAVE OR NOT ENTER THE STADIUM. THIS CLAUSE IS GOVERNED BY THE FEDERAL ARBITRATION ACT.
8. Terms of Use.

1. Licensor grants the License to Licensee and Licensee’s guests for use of the Suite at Stadium during the Event.
2. Licensee shall keep and maintain the Suite in good repair, order and condition, except for normal wear and tear, and shall reimburse Licensor for costs incurred by Licensor to repair any damage caused by Licensee or Licensee’s guests to the Suite or the Stadium.
3. In the event of any damage to or destruction of the Suite or the Stadium caused by the negligence or willful acts or omissions of Licensee or its employees, agents or guests, Licensor shall restore the Suite or the Stadium, as the case may be, at Licensee’s sole expense to as good a condition as existed prior to such damage or destruction. Licensee shall immediately pay to the Licensor all costs incurred to restore the Suite and/or the Stadium.
4. Notwithstanding the foregoing, regardless of whether the Suite is damaged in any way, if the Stadium is significantly damaged or substantially destroyed, Licensor may immediately terminate this Agreement by written notice to Licensee. In such event, the parties shall be released from all further liability under this Agreement and any License Fee will be refunded to Licensee.
5. Licensee and Licensee’s guests shall at all times maintain proper decorum while in the Stadium and shall abide by all applicable rules for events at the Stadium.
6. Licensee and Licensee’s guests shall comply with all laws, ordinances, orders, rules, and regulations applicable to use of the Suite and will not permit any use in violation thereof.
7. Alcoholic beverages may be present and served or consumed only in accordance with this License Agreement and the applicable rules and regulations of the California Liquor Control Commission. Neither Licensee nor Licensee’s guests may bring food, alcoholic, non-alcoholic beverages, or cooking equipment into the Stadium from outside of the Stadium.
8. Licensee shall not permit any liens or charges to attach to its interest in the Suite.
9. Licensee may not assign, transfer or sublease any rights or obligations under this Agreement without the prior written consent of Licensor, which consent may be withheld in Licensor’s sole discretion. Any purported assignment, transfer or sublease by Licensee without such written consent will be void. Licensor will require any permitted assignee, transferee or sublessee to agree in writing to the terms and conditions contained in this Agreement.
10. Licensee may not use the Suite for promotional purposes or for advertising purposes without the prior written consent of Licensor, which consent may be withheld in Licensor’s sole discretion.

9. Miscellaneous

1. Upon the completion of the Event and termination of this Agreement, Licensee shall surrender possession of the Suite to Licensor in the condition in which it was originally delivered to Licensee, except for normal wear and tear.
2. This Agreement shall be governed by the laws of the State of California.
3. The nature of the interest granted to Licensee in this Agreement is a license only. The parties do not intend that this Agreement create any tenancy, leasehold estate or easement.
4. This Agreement, together with the order summary, Rules, and other documents referenced herein, contain the complete agreement of the parties with respect to matters provided for herein and shall supersede any written instrument or oral agreement previously made or entered into by the parties hereto or any predecessor in interest. No amendment or modification of this Agreement is effective unless it is in writing and signed by both Licensor and Licensee.
5. The terms and conditions in this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.
6. If arbitration or litigation is instituted to enforce or determine the parties’ rights or duties arising out of this Agreement, the party substantially prevailing in the arbitration or litigation shall recover from the other party reasonable attorney fees incurred in such proceedings, including any attorney fees incurred on appeal, to the extent permitted by the arbitrator, trial court or appellate court.
7. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall not be affected, but shall continue to be valid and enforceable to the fullest extent permitted by law.
8. Time is of the essence with respect to all obligations under this License Agreement.