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Purchase Agreement

LV STADIUM EVENTS COMPANY, LLC SINGLE GAME/EVENT PREMIUM SEATING LICENSE AGREEMENT

Last Updated: May 17, 2022

This Single Game/Event Premium Seating License Agreement (this “Agreement”) by and between LV Stadium Events Company, LLC (“Licensor”) and the undersigned Licensee sets forth the terms and conditions of the license granted by Licensor to Licensee hereunder with respect to the Seating Product (as defined below) at Allegiant Stadium (the “Stadium”). Any invoice(s) (“Invoice(s)”) issued to Licensee by Licensor pursuant to or arising from this Agreement are hereby incorporated into and made a part of this Agreement. This Agreement (including all exhibits and attachments hereto) and any Invoice(s) are herein collectively referred to as the “Agreement”. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement agree as follows:

The parties hereto agree that, as used in this Agreement, the following enumerated terms shall mean:

  1. Agreement Date/Time: ____________________
  2. Licensee: ____________________
  3. Event: (TBD)
  4. Event Date: (TBD)
  5. Seating Product: (TBD) (TBD)
  6. Seating Tickets: TBD
  7. Payment: (TBD)

LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT IT HAS READ AND UNDERSTANDS, AND AGREES TO FULLY COMPLY WITH, THE TERMS AND CONDITIONS SET FORTH ON EXHIBIT A, THE POLICY AND PROCEDURES SET FORTH ON EXHIBIT B, AND THE TICKET DISCLAIMER SET FORTH ON EXHIBIT C, AND THE AFFIRMATIVE CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS SET FORTH ON EXHIBIT D, AND THAT EACH SUCH EXHIBIT IS HEREBY INCORPORATED INTO THIS AGREEMENT BY THE FOREGOING REFERENCES.

EXHIBIT A

TERMS AND CONDITIONS

This Exhibit A constitutes the “Terms and Conditions” referred to in, and incorporated into, the LV Stadium Events Company, LLC Single Game Premium Seating License Agreement executed by Licensee and Licensor. Pursuant to this Agreement, Licensee has received a license and right to use the Seating Product in the Stadium subject to the terms of this Agreement, including these Terms and Conditions.

  1. Grant of License. While in compliance with this Agreement, Licensee is granted a limited, revocable, non-transferable, non-sublicensable right and license to occupy and use the Seating Product for the Event solely during the period commencing on the Event Date (which, as used in this Agreement, means the applicable date of the Event and the time the Stadium is open to the public) and terminating upon the conclusion of the Event. This Agreement provides Licensee and Licensee’s Guests (as defined below) only with the right and privilege to occupy and use the Seating Product in the manner set forth herein, and except as pertains to the specified right and privilege to so use and occupy the Seating Product, does not confer upon Licensee or the Guests any rights and privileges with respect to admission to the Stadium other than those afforded to other holders of tickets. The rights conferred under this Agreement are rights of personal privilege and do not confer upon Licensee any interest or estate in real property or in the Stadium.
  2. Term; Termination. This term of this Agreement shall commence on the Agreement Date/Time and continue until the conclusion of the Event, unless this Agreement is earlier terminated or cancelled in accordance with the terms of this Agreement. Notwithstanding the foregoing, all of Licensee’s obligations hereunder (including, without limitation, all of Licensee’s payment obligations, indemnification obligations, and Seating Product restoration obligations hereunder) and all other provisions that by their nature should survive termination or expiration of this Agreement (including, without limitation, Sections 12-22) shall survive any termination or expiration of this Agreement. Notwithstanding the foregoing, Licensor shall have no obligations with respect to Licensee following any termination or expiration of this Agreement.
  3. Payment; Default Event. The parties acknowledge that Licensor is authorized to process the Payment on the credit card provided by Licensee to Licensor (whether by telephone, email or in person). Licensee shall execute this Agreement and return to Licensor along with the Payment in full. In the event that Payment has not been received by Licensor within 48 hours of the Agreement Date/Time (or such lesser number of hours as follows: (i) if the Event Date is less than 48 hours after the Agreement Date/Time then within 12 hours of the Agreement Date/Time, and (ii) if the Event Date is less than 24 hours of the Agreement Date/Time then at least 4 hours prior to the Event Date), then the Seating Product may, without notice to Licensee, be rented to another party. Furthermore and regardless of whether or not Licensor rents the Seating Product to another party in accordance with the terms of this Section 3, in the event that Licensor has not timely received Payment in accordance with the foregoing (“Default Event”), then Licensee shall have no rights to the Seating Product or Seating Tickets but shall remain liable for the full Payment in accordance with the terms of Section 4(a) below. In addition to the Payment, Licensee will promptly pay all other amounts owed in connection with this Agreement, including, without limitation, any food, beverage and service charges, and other fees, expenses, Taxes and other charges due under this Agreement, whether to Licensor, Licensor’s Affiliates (as defined below), Licensor’s concessionaires, an Event sponsor, another provider or any other person or entity. Licensor shall have the right to apply any payments, regardless of how designated, to any past due fees, expenses, Taxes or other charges under or related to this Agreement, before applying any remaining balance to current amounts due. Any monetary obligation under this Agreement not paid to Licensor by the date specified in this Agreement will bear interest accruing from such date at the rate of one-percent (1%) per month or the highest rate permitted by law, whichever is greater. The interest charged shall, to the extent permitted by applicable law, be compounded monthly. Any amount payable by Licensee under this Agreement that is not paid in full when due shall not be considered “paid” until the interest charged thereon is paid in full. The provisions of this Section shall survive the termination of this Agreement. In addition to Licensee’s failure to timely make Payment, the term “Default Event” as used throughout this Agreement shall further include any of the following occurrences: (i) any failure to pay when due any amounts owed by Licensee pursuant to this Agreement (including, without limitation, the Payment or any portion thereof, food, beverage or service charges, ticket charges, Taxes or other fees or accrued interest, costs or expenses); (ii) Licensee otherwise defaults in the performance or observation of its duties and obligations under this Agreement; and/or (iii) Licensee seeks relief under any federal or state law for the benefit of debtors or creditors such as adjustment of debts, liquidation, winding up, dissolution, reorganization or bankruptcy, or if a custodian, receiver or liquidator takes charge of any of the Licensee’s property, whether by judicial appointment, agreement or operation of law. For avoidance of doubt, the provisions of this Section shall survive the termination of this Agreement.
  4. Cancellation; Substitute Events. Due to high demand of the Seating Product, the Licensee shall have no right to cancel the Agreement, and must pay the full Payment, once the Agreement is fully executed. If Licensee cancels the Agreement (prior to full execution) less than 14 days prior to the Event Date or upon a Default Event, then (i) Licensor is entitled to receive liquidated damages as follows: Licensor shall be entitled to 100% of Payment and, if applicable, any other amounts owed (including late fees) in connection with this Agreement and (ii) if applicable, Licensor shall also be entitled to license the Seating Products and Seating Tickets to any other party or no party, in its sole discretion. Licensor’s remedy, as set forth in the foregoing, is not a penalty but rather a liquidated damages provision as agreed upon by and between the parties and contemplates, among other things, the high demand for rental of the Seating Product, and Licensor's anticipated ancillary revenue related to Licensee's use of the Seating Product, which is impossible to quantify. If Licensee notifies Licensor of cancellation of this Agreement at least fifteen (15) days prior to the Event, Licensee may, as its sole and exclusive remedy and subject to the availability of suitable seating product as determined by Licensor, apply the Payment towards the use of an alternate, reasonably similar seating product for another mutually-agreeable event occurring at the Stadium within twelve (12) months of the Event (as scheduled as of the date of this Agreement). If the Agreement is fully-executed, and the Event is cancelled by the event promoter or Licensor for any reason (other than a Force Majeure event as described in Section 17), then Licensee shall be entitled, as its sole and exclusive remedy, to apply the Payment towards the use of an alternate, reasonably similar seating product for another mutually-agreeable event occurring at the Stadium within twelve (12) months of the Event (as scheduled as of the date of this Agreement) subject to the availability of suitable seating product as determined by Licensor. In the event that Licensor determines, in its sole and absolute discretion, that it is necessary to relocate Licensee (and any Guests) from the Seating Product for any reason (other than a Force Majeure event as described in Section 17), then Licensee shall be entitled, as its sole and exclusive remedy, to apply the Payment towards the use of an alternate, reasonably similar seating product for either (x) the Event or (y) another mutually-agreeable event occurring at the Stadium within twelve (12) months of the Event (as scheduled as of the date of this Agreement), all subject to the availability of suitable seating product as determined by Licensor. With respect to substitute seating product described in this Section, the non-availability of appropriate substitute benefits hereunder shall not constitute a breach of this Agreement by Licensor and shall not entitle Licensee to any additional remedies, provided that Licensor has made good faith efforts to secure for and offer to Licensee such substitute seating product.
  5. Admission Tickets. Once the Agreement is fully executed and the Payment has been received by Licensor, then, and only then, shall Licensor distribute or provide access to, in advance of the Event (as determined by Licensor), the number of Seating Tickets sold to Licensee pursuant to this Agreement, to the contact identified by the Licensee above. Upon presentation of a Seating Ticket by Licensee or any person entering the Seating Product under a Seating Ticket provided through Licensee (“Licensee’s guests” or “Guests”), the holder of the Seating Ticket shall be entitled to access to and usage of the Seating Product for the Event subject to the terms and conditions of this Agreement. Seating Tickets are subject to Licensor’s Ticket Disclaimer set forth on Exhibit C attached hereto (“Ticket Disclaimer”).
  6. Services. Licensee will have the option of food and beverage service in the Seating Product at the prevailing rates established by Licensor, to be billed directly to Licensee. Licensee will pay promptly all such charges and expenses, including applicable taxes, for catering and other services, incurred by Licensee in connection with the use of the Seating Product by Licensee or Guests. No food or beverages other than those purchased from Licensor from such designated caterer or from the concessionaires in the Stadium may be brought into or be prepared or consumed in the Seating Product. Failure to pay any charges or expenses for food, beverage and services by the date specified in the applicable invoice will be a default by Licensee under this Agreement. Licensor or the applicable caterer or concessionaire has the option in its sole discretion to require that a valid, effective credit card be put on file so that food and beverage services can be charged directly to that credit card.
  7. Taxes. Licensee agrees to pay, and to fully indemnify Licensor for the payment of, all taxes or surcharges that may be imposed by any governmental authority with respect to or on account of the license and use of the Seating Product or the provision or sale of tickets and other goods and services and benefits hereunder, including but not limited to all sales, privilege, rental, use, admissions, amusement, property, parking, ticket, television service or other governmental taxes, impositions or assessments together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties (“Taxes”). Licensee will pay any invoice for Taxes promptly upon receipt thereof.
  8. Additional Terms. In addition to the requirements imposed by this Agreement including, but not limited to, the Policies and Procedures set forth on Exhibit B attached hereto (“Policies and Procedures”) and the Ticket Disclaimer, Licensor shall have the right to adopt and amend additional rules and regulations (collectively, the rules set forth herein including, but not limited to the Policies and Procedures and Ticket Disclaimer, as well as any additional rules and regulations, are referred to as the “Rules”) as Licensor deems desirable in its sole discretion for the safety, care and cleanliness of the Stadium and the preservation of good order within the Stadium. Notice of any additional Rules shall be given in any such manner as Licensor deems appropriate in its sole judgment. Licensee and Guests shall, while in the Seating Product or within the Stadium or on its grounds, comply with all state, county and local laws, rules and regulations, including, without limitation, those governing the sale, possession and consumption of alcoholic beverages (collectively, the “Laws”). Licensee and Guests hereby agree to comply with any such Rules and Laws. Licensee, whether present or not within the Seating Product, the Stadium or on its grounds, shall be responsible for controlling in this regard any Guests. Licensee is responsible for the conduct of its Guests at all times. Licensor shall not be liable to the Licensee for any breach of the Rules or Laws by other patrons or visitors of the Stadium. If Licensor determines that Licensee or its Guests have violated any of the Rules or Laws, Licensor shall have the absolute right, in addition to any rights under applicable Law, to immediately eject Licensee and all Guests from the Seating Product and to terminate this Agreement, without any refund of the Payment or obligation by Licensor. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS AGREEMENT WILL AT ALL TIMES BE SUBJECT TO THE RULES AND REGULATIONS OF THE NFL.
  9. No Transfers. Neither Licensee nor any Guests will cost-share, co-license, sell, assign, sublicense, pledge or otherwise transfer or encumber this Agreement, or any of Licensee’s rights and obligations under this Agreement or the Seating Product, without the prior written consent of Licensor, except as specifically set forth herein. Any attempted sale, assignment, sublicense, pledge, transfer or encumbrance in contravention of the foregoing will be null and void and of no effect. Licensor may assign any or all of its rights and obligations under this Agreement without the consent of Licensee.
  10. Use of Seating Product. Except for ordinary wear and tear, Licensee will keep and maintain the Seating Product in good repair, order and condition and will reimburse Licensor for the repair of any damage caused to the Stadium and surrounding areas, the Seating Property or Licensor’s property in the Seating Property by Licensee or any Guests or other invitees. In light of Licensee’s rights under this Agreement, absent clear and convincing evidence to the contrary, all damage to the Seating Product will be presumed to have been caused by Licensee or its Guests or invitees, and Licensee will bear sole and exclusive responsibility for such damage. Licensee and its Guests and other invitees will at all times maintain proper decorum while using the Stadium, the Seating Product, and shall not create a nuisance, disturbance or act in an unreasonable manner which might interfere with any other person’s, including without limitation, the Licensor’s or any other licensee’s or guest’s, enjoyment of the luxury suite or seating areas or any other area in or around the Stadium. Licensee will strictly responsible for its actions as well as those of its Guests and invitees including, but not limited to, actions arising from the consumption of alcoholic beverages, and waives any rights it may have against the Indemnified Parties with respect thereto. Licensee and its Guests and invitees will not permit the Seating Product or any other areas of the Stadium to be used for any illegal, improper, immoral or objectionable purpose, or in any way obstruct or interfere with the rights of any other Stadium licensees. Licensee and its Guests and invitees will not bring into the Stadium any illegal drugs or, except as prescribed to the treated individual by a licensed physician, any controlled substance. Licensee and its Guests and invitees will not film, record or transmit from the Stadium, the Seating Product all or any portion of any football game or other event, or any description thereof, by any means except as expressly permitted in writing (including without limitation radio or television broadcasting, whether broadcast “live” or by means of film, tape or other technology, including, but not limited to, camera and video-enabled cellular telephones). Should Licensee or any of its Guests or invitees create a disturbance or cause objects to be thrown or dropped from the Seating Product, Licensor will have the right to eject the parties responsible for such action, or all the persons in the Seating Product, from the confines of the Stadium and related parking or other areas, and to exercise any of Licensor’s rights under this Agreement including, without limitation, to terminate this Agreement. Licensee must give prompt notice to Licensor of any accident occurring in the Seating Product or of any deficiency in the services provided to or associated with the Seating Product; provided, however, Licensor will not be required to take any remedial action or bear any responsibility or liability with respect to such accident or deficiency (as applicable) except as expressly set forth in this Agreement. For avoidance of doubt, the obligations set forth in this Section with respect to usage of the Seating Product shall be in addition to the obligations set forth in Exhibit B, and in the event of any conflict between this Section and Exhibit B with respect to the scope of Licensee’s obligations, Licensee agrees and acknowledges that the more restrictive obligation shall apply.
  11. Access by Licensor. Licensor and its employees and agents shall have the continued right to enter the Seating Product at any and all times for (a) the performance of the duties required to be performed by Licensor under this Agreement and for any and all purposes related to this Agreement; (b) to investigate any violation of the provisions of this Agreement, the Rules or Laws; and (c) generally, to inspect the Seating Product and its condition.
  12. Return of Seating Product. At the conclusion of the Event, Licensee (and its Guests) shall immediately exit, surrender and return the Seating Product to Licensor, clean and without damage. In the event of any damage to the Seating Product, its furniture or fixtures, or to the Stadium, caused by Licensee or its Guests, Licensor shall be entitled to repair such damage and to bill Licensee for its costs in so doing and Licensee shall forthwith pay the amount of the Invoice. If Licensee has arranged credit or payment through the issuance of a credit card, Licensor shall be entitled to charge such card in respect of the cost of repair of damage pursuant to this Section.
  13. Insurance. If Licensee is a business, Licensee will provide Commercial General Liability insurance with limits of no less than $1,000,000 per occurrence. The Commercial General Liability insurance will name Licensor and Licensor’s Affiliates (as defined below) as additional insured. Such additional insured coverage will be on a primary and non-contributory basis to any coverage to which the Licensor or Licensor’s Affiliates are a named insured.
  14. Indemnification. Neither Licensor, Licensor’s Affiliates (as defined below), any team playing at the Stadium, any professional league or association, including without limitation, the National Football League (“NFL”), nor Licensor’s designated concessionaire, operators, managers, vendors, lenders or tenants, nor any of the foregoing persons’ or entities’ respective affiliates, officers, employees, partners, shareholders, members, players, contractors or agents (collectively, the “Indemnified Parties”) shall be liable or responsible for any loss, damage or injury to any person or property whatsoever in or around the Seating Product, or the Stadium, resulting from any cause whatsoever, including theft and vandalism, unless due to the gross negligence or willful misconduct of the Indemnified Parties (in which event only the party which was grossly negligent or committed willful misconduct shall have such liability). Licensee shall further indemnify, defend and hold the Indemnified Parties harmless from and against any and all liability, losses, claims, demands, costs and expenses to which the Indemnified Parties or any one or more of them may become subject by reason of the negligence or willful misconduct of Licensee or Licensee’s guests in the performance and observation of Licensee’s covenants, duties and obligations hereunder, including violations of any rules and regulations hereunder. As used herein, “Licensor’s Affiliate” means any of the following: LV Stadium Events Company, LLC, Oakland Raiders, a California Limited Partnership, and Raiders Football Club, LLC, the Clark County Stadium Authority (the “CCSA”), any Stadium manager or concessionaire designated by Licensor (collectively the “Stadium Vendors”) and any of their respective parents, subsidiaries and affiliates, and any other person or entity, which, directly or indirectly, controls, is controlled by, or is under common control with Licensor.
  15. Limitation of Liability. None of the Indemnified Parties will be liable or responsible for any loss, damage, or injury to any person or to any property of Licensee or its Guests or invitees in, around or upon the Stadium or any Stadium parking areas, or in connection with this Agreement, resulting from any cause whatsoever, including, but not limited to, theft and vandalism, unless due to, and only to the extent of, the gross negligence or the willful misconduct of one of the Indemnified Parties (in which event only the party which was grossly negligent or committed willful misconduct shall have such liability). LICENSEE AND ITS GUESTS ASSUME ALL RISKS AND DANGER INCIDENTAL TO THE GAME OF FOOTBALL AND ALL OTHER SPORTING EVENTS AND ALL OTHER NON-SPORTING EVENTS AT THE STADIUM, AND THE RISKS AND DANGERS PROXIMATELY CAUSED BY EVENTS AT THE STADIUM, WHETHER OCCURRING PRIOR TO, DURING OR SUBSEQUENT TO, THE ACTUAL PLAYING OF THE GAME OR OTHER EVENT, SUCH AS (BUT NOT LIMITED TO) THE DANGER OF BEING INJURED BY PLAYERS, OTHER FANS, GAME BALLS OR OTHER PROJECTILES OR LOUD MUSIC, AND AGREE THAT THE INDEMNIFIED PARTIES ARE NOT LIABLE FOR INJURIES FROM SUCH CAUSES. With respect to any claim by Licensee under, in connection with, or in any way related to this Agreement, Licensee specifically agrees that its sole and exclusive remedy at law or in equity will be to a refund of the Payment previously paid, less any amount applicable to any period of time before such claim arose, it being agreed that none of the Indemnified Parties will ever be personally liable on account of such claim. In no event will any Indemnified Parties ever be liable to Licensee for any indirect, special, consequential, or punitive damages suffered by Licensee or any of its guests or invitees, for whatever cost or for the actions of an Event sponsor in connection with the Event.
  16. Arbitration. In the event of any dispute, controversy or claim arising under or relating to this Agreement (“Dispute”), whether based on contract, tort, statute, or other legal theory (including but not limited to any claim of fraud or misrepresentation), arising out of or related to this Agreement, including determination of the scope or applicability of the provisions in this Section, or any subsequent agreement between the parties, or the breach thereof, shall be resolved according to the procedures set forth in this Section exclusively. The party claiming the Dispute will give notice to the other party setting forth the Dispute. The parties shall negotiate in good faith for thirty (30) days to resolve such Dispute. If the parties shall not have resolved such Dispute within such thirty (30) day period, the Dispute shall be settled by binding arbitration in accordance with the Comprehensive Arbitration Rules and Procedures then in effect of Judicial Arbitration and Mediation Service (“JAMS”), and judgment upon the award rendered in such arbitration may be entered in any court having jurisdiction thereof as provided in this Section. The arbitration proceedings shall be conducted in Clark County, Nevada. The parties shall select an arbitrator from a list provided by JAMS that is mutually satisfactory to them. If the parties are unable to agree on an arbitrator, Licensor and Licensee shall each choose an arbitrator from a list provided by JAMS. The two arbitrators so selected shall then select a single arbitrator mutually satisfactory to them from the list provided by JAMS. The single arbitrator so selected by the aforesaid procedure shall hear the dispute and decide it. The award of the arbitrator shall be binding and final on all parties. Notwithstanding anything in this Agreement or the JAMS Comprehensive Arbitration Rules and Procedures to the contrary, the arbitrator(s) of this Agreement shall decide all Disputes in question in accordance with Nevada law. Within twenty (20) days of the respondent’s receipt of the claimant’s notice of arbitration and statement of claim, the respondent shall serve the claimant with its statement of defense and any counterclaims. Within twenty (20) days of claimant’s receipt of the respondent’s statement of defense and counterclaims, the claimant shall serve its statement of defense to any counterclaims or set-offs asserted by the respondent. The arbitrator shall permit and facilitate pre-hearing discovery and exchange of documents and information to which the parties in writing agree or which the arbitrator determines is relevant to the dispute between the parties and the desirability of making discovery expeditious and cost effective. All discovery shall be completed within forty five (45) days from the date on which the respondent communicates its statement of defense and counterclaims, if any, to the claimant. The hearing shall be held no later than ninety (90) days following the selection of the arbitrator. The arbitrator shall make findings of fact and conclusions of law and allocate the costs and expenses of the arbitration, with appropriate interest as determined by the arbitrator. Notwithstanding anything to the contrary, in all arbitration proceedings under this Agreement, the award of the arbitrator: (a) shall state the arbitrator’s decision with respect to each of the individual claims presented by each party; and (b) shall contain a detailed statement of the reasons supporting each such decision of the arbitrator, including all necessary findings of fact and conclusions of law. The award may not grant any relief that could not be granted by a court having jurisdiction over the Dispute under the law of Nevada. Licensor and Licensee acknowledge and agree that by entering into this Agreement and by agreeing to the terms of this Section: LICENSOR AND LICENSEE HEREBY WAIVE THEIR RIGHTS TO TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT ALLEGED AGAINST EACH OTHER; AND LICENSOR AND LICENSEE HEREBY WAIVE ANY RIGHTS TO PROCEED BY WAY OF A CLASS ACTION, TO SERVE IN ANY REPRESENTATIVE CAPACITY FOR OTHERS, AND TO ACT AS A PRIVATE ATTORNEY GENERAL IN ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF. At the request of either party, but only if contained in the initial written demand for arbitration or in the initial response to the demand, the arbitration proceedings shall be confidential. In such case, (a) the fact of the pending arbitration shall not be disclosed or confirmed by the parties or the arbitration panel to any person who is not a party to, or called to testify at, the proceedings until the arbitration award has been made, (b) the proceedings shall not be recorded or transcribed in any manner, and (c) all documents, testimony and records (other than the contract documents out of which the Dispute arises) shall be received, heard and maintained confidential by the arbitrator, and shall be available for inspection only by the parties, their attorneys and by experts who shall agree, in advance and in writing, to maintain the confidentiality of such information in accordance with this Section. Also in such case, the confidential information shall not be described in the arbitration award in such a manner as to be commercially useful.
  17. Prevailing Party. In the event any legal action is taken under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs of arbitration and all other costs reasonable related to enforcement of its rights under this Agreement.
  18. Force Majeure. Licensor shall be excused from performance and shall not be considered to be in default with respect to any obligation hereunder, if and to the extent that its failure of, or delay in, performance is due to any cause beyond the reasonable control of the party affected, including, without limitation, drought, flood, earthquake, storm, fire, lightning, epidemic or pandemic (including any circumstances relating to the COVID-19 pandemic, including but not limited to federal, state or local policy requirements, seating restrictions, distancing guidelines, venue capacity and required entry requirements), power outage, war, riot, civil disturbance, sabotage, explosions, strikes, lock-outs or labor disputes, the existence of hazardous waste, unforeseen subsurface conditions, orders of any governmental entity, the absence, suspension, termination, interruption, denial, or failure of renewal of, or the pendency of any litigation relating to, any entitlements, applicable permits or any changes in Law (each being a “Force Majeure Event”). Upon a Force Majeure Event, Licensor will use good faith efforts to identify and provide substitute seating product or other substitute benefits as may be determined by Licensor in its sole discretion.
  19. Confidential Information. Licensee acknowledges that the terms and conditions of this Agreement are to remain confidential for Licensor’s benefit, and may not be disclosed by Licensee to anyone, by any manner or means, directly or indirectly, without Licensor’s prior written consent; however, Licensee may disclose the terms and conditions of this Agreement if required by law or court order, and to its attorneys, accountants and employees provided same are advised by Licensee of the confidential nature of such terms and conditions and agree to maintain the confidentiality thereof (in each case, prior to disclosure). Licensee shall be liable for any disclosures made in violation of this Section by Licensee or by any entity or individual to whom the terms of and conditions of this Agreement were disclosed or made available by Licensee. The consent by Licensor to any disclosures shall not be deemed to be a waiver on the part of Licensor of any prohibition against any future disclosure.
  20. Publicity. Licensee acknowledges that the Event may be broadcast or otherwise publicized, and hereby grants permission to utilize Licensee’s (and its guests) image or likeness in connection with any live or recorded transmission, reproduction or still photography of such Event, or to promote the Stadium or its services.
  21. Subordination. This Agreement and Licensee’s rights hereunder are expressly subject and subordinate to: (i) that certain Stadium Lease Agreement that has been or will be entered into between the CCSA and Licensor pursuant to which Licensor leases the Stadium, (ii) any and all other leases (ground or otherwise), mortgages or other financing documents affecting the Stadium or land upon which the Stadium is located or Licensor’s interest therein, as any of the same may be modified or amended from time to time, (iii) all zoning, building and other laws, including but not limited to the Southern Nevada Tourism Improvements Act, regulations and ordinances of any and all municipal, governmental and quasi-governmental bodies and agencies having jurisdiction over the Stadium or land upon which the Stadium is located, as any of the same may be modified or amended from time to time, and (iv) any and all matters affecting the state of title to the Stadium and land upon which the Stadium is located, whether or not recorded in the public records of Clark County, Nevada.
  22. Governing Law. This Agreement is being delivered in and shall be performed in the State of Nevada and shall be construed and enforced in accordance with the laws of such state.
  23. Miscellaneous. If any provision of this Agreement shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid or unenforceable provision were omitted. This Agreement may not be amended except by an instrument in writing, executed by both parties hereto. This Agreement may be executed and delivered in counterparts by facsimile or email, each of which so executed and delivered counterpart is an original, and such counterparts, together, shall constitute but one and the same instrument. In the interpretation of this Agreement and to the extent that this Agreement conflicts with or is inconsistent with any provision contained in any other correspondence or other document provided by one party to the other, the provisions of this Agreement shall prevail. The language in all parts of this Agreement shall be in all cases construed as a whole according to its fair meaning and not strictly for nor against either Licensor or Licensee.

EXHIBIT B

POLICIES AND PROCEDURES

ACCESS

Seating Product access begins sixty (60) minutes prior to each Event and concludes 30 minutes after the conclusion of the Event, unless otherwise specified by Licensor. When there are multiple Events on the same day, access to the Seating Product before and after each Event may be limited to provide proper cleaning and security checks. Licensee and its guests must exit the Seating Product and Stadium between Events and return with the appropriate ticket for the next Event.

No one under the age of 18 is permitted in the Seating Product unless accompanied by a supervising adult.

Only Licensee and guests with the applicable Seating Ticket shall have access to the applicable Seating Product concourses or Seating Product. Please keep Licensee’s tickets in Licensee’s possession at all times.

APPROPRIATE BEHAVIOR

For the comfort, safety and enjoyment of all Stadium fans, Licensee and their guests must maintain appropriate behavior at all times. Offensive language and behavior will not be tolerated. After a Licensor’s staff member gives one warning, any subsequent occurrence will result in the immediate ejection from the Stadium. Drunk and/or disorderly conduct will result in immediate ejection by Licensor’s security. Licensee is responsible for the conduct of their guests at all times.

CHILDREN

When a child has reached his or her 2nd birthday, he/she is required to have a Seating Ticket to enter an Event.

SMOKING

The Stadium is designated as a non-smoking facility. Smoking is only permitted in Licensor designated areas, which any reentry from such designated areas may require a ticket stub to re-enter the Stadium.

ALCOHOL AND SUBSTANCE ABUSE

It is illegal for anyone under the age of 21 to consume alcoholic beverages. A valid government issued picture ID may be requested before the sale, possession or consumption of alcoholic beverages. The use of unlawful drugs is strictly prohibited. Bottles and cans must remain inside the Seating Product at all times and are not allowed in any other area of the Stadium. If applicable, please pour drinks into disposable cups provided in the Seating Product.

Licensee shall ensure that they and their guests drink responsibly and not drink and drive. Licensee and their guests are required to obey all state and local laws governing the sale, possession and consumption of alcohol. Licensor recommends a designated driver program. A Licensor designated guest services representative can arrange taxi service by request.

CAMERAS AND AUDIO/VIDEO EQUIPMENT

The use of cameras and audio/video equipment is restricted and may be prohibited during certain Events. Information on the policies of a specific Event can be obtained from the Licensor’s designated guest services department. Any commercial or other unauthorized use by Licensee or their guests of any transmission, picture, recording, film, videotape, writing, drawing or other depiction or description of any team, performer, Event or any of their respective names, marks or logos is strictly prohibited.

MAINTENANCE POLICIES

Maintenance

Licensor’s operations staff performs ongoing preventative maintenance and detailed checks in the Seating Product throughout the year. The maintenance for the normal wear-and-tear of the furniture and fixtures in the Seating Product is the responsibility of Licensor. Repairs for damage to the Seating Product furniture, fixtures and equipment beyond normal wear and tear will be billed to Licensee, and Licensee shall make payment thereof within thirty (30) days of receipt of such invoice. For maintenance problems during an Event, please locate a Licensor’s designated guest services representative. Licensor’s operations staff will be notified as soon as possible.

Cleaning

Licensor housekeeping staff will clean the Seating Product after each Event. Any extraordinary cleaning costs resulting from the misuse or abuse of the Seating Product by Licensee or its guests will be billed to Licensee, and Licensee shall make payment thereof within thirty (30) days of receipt of such invoice. For assistance during an Event, please see Licensor’s designated guest service representative.

PERSONAL ITEMS

Licensor is not liable for any theft of, loss of, or damage to, personal property brought into the Seating Product by Licensee or their guests.

EMERGENCY PROCEDURES DURING AN EVENT

In the Event of an emergency please remain calm and listen for proper instructions over the public address system or from building personnel. If Licensee is instructed to evacuate the building, please do so in an orderly manner. Our security and guest services personnel will assist Licensee to the nearest exit.

If Licensee has a disability that may require special accommodations in an emergency, Licensee should ask the Licensor’s guest services representative to assist Licensee so that appropriate accommodations may be provided.

GENERAL GUIDELINES LICENSEE AND ITS GUESTS

The following guidelines are provided to assist Licensee to ensure a successful Event experience:

  • Licensor reserves the right to check all bags, purses, packages and briefcases upon entry into the Stadium.
  • No outside food, drinks, coolers, bottles or cans may be brought inside the Stadium.
  • Throwing objects into the seating area or onto the playing field or stage is strictly prohibited. A violation will result in immediate ejection from the Stadium.
  • For problems or questions during an Event, please see a Licensor’s designated guest service representative immediately.
  • For medical assistance during an Event, please immediately notify Licensor’s designated guest service representative. A medical staff is on site for every Event.
  • The use of any unlawful drugs is strictly prohibited. Alcoholic beverages will not be served to, and may not be consumed by, anyone under the age of 21.
  • For food or beverage questions during an Event, please call Licensor’s designated guest service representative for prompt attention.
  • Licensee is responsible for the conduct of their guests at all times. Licensee and guests should act responsibly and refrain from using offensive language and behavior.
  • Personal items should be stored/locked in the cabinets before leaving an Event or taken with guests when they leave. If an item is left behind, please contact the Stadium’s lost and found department and provide a description of the item and the date it was left. Licensor will make every attempt to find the item for Licensee; however, Licensor is not liable for any theft of, loss of, or damage to, personal property brought into the Seating Product by Licensee or their guests.
  • Licensor reserves the right to access the Seating Product at any time to address security or safety
  • If Licensee or guest enters an unauthorized area, he/she will be held responsible for any damages or theft.

EXHIBIT C

IMPORTANT CONTRACTUAL TERMS LIMITING OUR LIABILITY

This ticket (“Ticket”) is a contract. Read it carefully. By using this ticket to enter the event listed on the front (the “Event”) the holder of the ticket agrees to the terms stated herein on behalf of themselves and any accompanying minor (collectively “Holder”). The Ticket is valid only for the Event, date, time, and seat location issued. Holder must possess Ticket to enter the property listed on the Ticket (the “Venue”). Ticket will not be replaced, refunded, or exchanged. Holder agrees:

(1) Liability Limitation. HOLDER ASSUMES ALL RISK AND DANGER OF INJURY (INCLUDING DEATH), FROM ANY CAUSE, RESULTING FROM, IN CONNECTION WITH, OR INCIDENTAL TO THE EVENT. HOLDER AGREES THAT THE GROUP (DEFINED BELOW) SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CLAIM, LOSS, DAMAGE, OR INJURY RESULTING FROM, IN CONNECTION WITH, OR INCIDENTAL TO THE EVENT, HOWEVER CAUSED (INCLUDING NEGLIGENCE). HOLDER AGREES TO FOREVER RELEASE GROUP FROM ANY SUCH CLAIMS, LOSSES, DAMAGE OR INJURY. “GROUP” MEANS, COLLECTIVELY AND INDIVIDUALLY: (I) OAKLAND RAIDERS, A CALIFORNIA LIMITED PARTNERSHIP; (II) RAIDERS FOOTBALL CLUB, LLC; (III) LV STADIUM EVENTS COMPANY, LLC; (IV) THE CLARK COUNTY STADIUM AUTHORITY (V) any third-parties offering or promoting the event, (vi) THE PARENT, SUBSIDIARY AND AFFILIATED ENTITIES AND PERSONS OF I-V; AND (VII) THE OFFICERS, EMPLOYEES, CONTRACTORS, DIRECTORS, MEMBERS, PARTNERS, MANAGERS, EVENT PRODUCERS, TALENT AND AGENTS OF I-VI.

(2) Arbitration. Any controversy or claim relating to or arising out of the Ticket, the Event, or Holder’s attendance shall be resolved by arbitration before and under the rules of JAMS. The place of the arbitration shall be the city of the Venue. Judgment on the arbitrator’s award may be entered in any court having jurisdiction.

(3) Ticket is a license, revocable at any time for any reason. Holder agrees to abide by all terms of this license, Venue rules, directions of Venue personnel, and all laws regulations and policies. Failure to comply shall terminate Holder’s rights hereunder and authorize Group to withdraw Ticket, refuse admission, or eject Holder, all without refund, and subject Holder to all available legal remedies.

(4) Holder consents to a search of their person and property, and waives any related claims against Group. If Holder refuses, Holder will be denied entry.

(5) Ticket may not be resold or offered for resale in violation of law or regulation. Violation thereof is grounds for seizure or cancellation without refund. Tickets obtained from unauthorized sources may be invalid, lost, stolen or counterfeit and if so are void.

(6) Ticket may not be used for any contests, sweepstakes or promotional or commercial purposes without Group’s written consent.

(7) The Event date, time, talent, participants, and rosters are subject to change without notice. Holder assumes the risks related to inclement weather (including injury or cancellation). During the Event, strobe lighting or theatrical smoke may be used.

(8) All photography, filming and other recordings are PROHIBITED. Individuals in possession of a recording device are subject to confiscation and/or ejection. The Event is copyrighted, and Holder agrees not to transmit, distribute or sell (or aid in such activity), in any media now or hereafter existing, any description, account, picture, video, audio or other form of exploitation or reproduction of the Event without Group’s written consent.

(9) Holder consents to be photographed, filmed, videotaped or otherwise recorded in connection with the Event, promotion of the Event and/or Venue. Holder grants Managers permission to utilize their name, image, voice, actions, statements and likeness (collectively, “Personage”) in any form, format, media, display or other use made of, or at, the Event in any medium, whether known or hereinafter created, or context for any purpose, including commercial, without further authorization from or compensation to Holder. Holder acknowledges they have no privacy expectation in connection with attendance at the Event. Holder covenants not to sue any of Group for use of Personage as provided herein.

EXHIBIT D

AFFIRMATIVE CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS CONCERNING YOUR PREMIUM SEATING LICENSE

The Licensee executing this consent in the space below (“You”) acknowledges that LV Stadium Events Company, LLC, Oakland Raiders, a California Limited Partnership, and Raiders Football Club, LLC (collectively, the “Raiders Entities”), the Clark County Stadium Authority (the “CCSA”) and third parties who may offer or promote Stadium events (the “Events Entities”) (collectively with the Raiders Entities and the CCSA, “We” or “Us”) may want to contact You regarding Your Seating Product license or notify You of conditions, events and promotions relating to the Stadium. Our contact with You may involve sending You emails or other electronic communications. In order to ensure that We have obtained Your affirmative consent to receive these communications, You agree as follows:

  1. You agree that We can send email and other electronic communications to You at the email address set forth below and it will be deemed to be adequate notice under the Premium Seating License Agreement. You agree to promptly inform Us of any change to Your email address or other addresses. You agree that We can rely upon the information concerning the electronic addresses You have provided to Us.
  2. We may also send communications to You concerning the following subjects:
    1. Changes in the times or other details of any Stadium events;
    2. Security procedures and policies, and any security alerts;
    3. Parking, traffic, or other transportation issues relating to the Stadium;
    4. Events (such as concerts and sporting events) scheduled at the Stadium;
    5. Information relating to Your license, such as renewals and special offers, including any right to purchase tickets to events and procedures for distribution or tickets to events;
    6. Offers for affiliated products and services;
    7. Rules, regulations and procedures regarding use of the Stadium or parking for events at the Stadium; and
    8. Other special circumstances in which We may need to contact You.

    We will use commercially reasonable efforts to provide accurate information to You, and to ensure that the information is delivered to You. However, We cannot guarantee that all communications are error- free or that the messages will in fact be delivered.

  3. You may revoke Your agreement to receive email and other electronic communications from Us by making a request, either by using the unsubscribe function in the message You receive from Us or by advising Us in writing at the address on the first page of the Premium Seating License Agreement or other address provided by the Raiders Entities. Note that if You revoke your authorization, You may not receive important information from Us concerning your license.
  4. This consent does not change any other agreement between You and the Raiders Entities.