Purchase Agreement

This Legends Box License Agreement (the “Agreement”) is entered into by and between Forum Entertainment LLC (the “Company”) and the undersigned licensee (“Licensee”) as of the date of execution by Licensee set forth below (“Effective Date”).

WHEREAS, Company provides hospitality rights and benefits on behalf of the Kia Forum, located at 3900 W Manchester Blvd, Inglewood, CA 90305 (the “Venue”);

WHEREAS, the Venue contains private seating areas known as “Legends Boxes” available for license for certain events hosted at the Venue;

WHEREAS, the Licensee desires to license a “Legends Box” at the Venue, pursuant to the terms and conditions outlined herein; and

NOW, THEREFORE, for the mutual material terms contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties, intending to be legally bound, agree to the following:

Subject to the terms set forth herein, Company shall grant Licensee the right to use one “Legends Box” at the Venue (the “Box”) for the event set forth in the Order Summary hereto (“Event”). The precise location of the Box will be determined at the discretion of Company, subject to its prior contractual agreements and its then-current availability.

1. Licensee shall execute this Agreement and return a copy bearing its signature to Company along with payment in full (unless otherwise agreed to in writing by the parties) of the fee set forth in the Order Summary hereto (the “Fee”). The parties acknowledge that Company is authorized to process any and all payments for Licensee’s occupancy and use of the Box (a “Payment” or “Payments”), on any credit card or charge card provided by Licensee to Company, whether by telephone, email or in person, or such other form of payment as may be agreed to by the parties in writing. Licensee shall be responsible for all additional taxes and fees, including credit card fees in connection with the tickets.
2. Licensee agrees and understands that, until such time that an executed Agreement and the required Fee is received, this Agreement is merely an unaccepted offer. Accordingly, until Company takes delivery of an executed Agreement and the required Fee, the Box may, without notice to Licensee, be licensed to another party for the subject Event. Upon any such licensing of the Box to another party prior to Licensee’s delivery of an executed Agreement and the required Fee, the offer embodied in the Agreement shall be deemed withdrawn without further liability to either party and cannot be thereafter accepted by Licensee.
3. Once Company has received the documentation specified above, along with corresponding Fee (in full and in good funds), then, and only then, shall Company be obligated to release to Licensee the number of Box tickets sold to Licensee for the subject Event as set forth on the Order Summary hereto (the “Box Tickets”) to the contact identified to Company by Licensee in writing. Upon presentation of a Box Ticket by Licensee or any person entering the Box under a Box Ticket provided through Licensee (“Licensee’s Guests” or “Guests”), the holder of the Box Ticket shall be entitled access to and usage of the Box for the duration of the subject Event pursuant to the terms and conditions of the Box Ticket.
4. Any alcoholic beverages or food consumed in the Box shall be obtained only from Company’s designated concessionaire. All food and beverage furnished to Licensee or Licensee’s Guests in connection with use of the Box must be paid for by credit card at the time of purchase or any other means acceptable by Company and its designated concessionaire.
5. In addition to the requirements imposed by this Agreement including, but not limited to, those rules included in Exhibit B, Company shall have the right to adopt and to amend additional rules and regulations (collectively, the “Rules”) as Company deems desirable in its sole discretion for the safety, care, and cleanliness of the Venue and the preservation of good order within the Venue. Notice of any additional Rules shall be given in any such manner as Company deems appropriate in its sole judgment. Licensee and Guests shall, while in the Box or within the Venue or on its grounds, comply with all state, county and local laws, rules, regulations including those governing the sale, possession, and consumption of alcoholic beverages (“Laws”). Licensee and Guests hereby agree to comply with any such Rules and Laws. Licensee, whether present or not within the Box, the Venue, or on its grounds, shall be responsible for the acts or omissions of any Guests. Licensee is responsible for the conduct of its Guests at all times. Company shall not be liable to the Licensee for any breach of the Rules or Laws by other patrons or visitors of the Venue. If Company determines that Licensee or its Guests have violated any of the Rules or Laws, Company shall have the absolute right, in addition to any rights under applicable law, to immediately eject Licensee and all Guests from the Box and to terminate this Agreement.
6. Unless approved in advance by Company in writing, Licensee shall not sell or permit to be sold any Box Tickets for any consideration whatsoever. Licensee may not assign, transfer or encumber, in whole or in part, this Agreement or all or any part of Licensee’s rights or obligations hereunder, except in each case upon prior written consent of Company (which may be withheld in its sole discretion), and any attempted sale, assignment, sublease, pledge, transfer or encumbrance to which no consent has been granted shall be null, void, and of no force or effect. Company may assign any or all of its rights and obligations under this Agreement without the consent of Licensee.
7. Licensee may not offer use of the Box in connection with a public promotional plan without the prior written consent of Company.
8. Company may from time to time adopt systems and procedures for the security or safety of the Venue, any persons occupying, using, or entering the Venue, or any equipment, furnishings or contents thereof, and Licensee and Guests shall comply with Company’s requirements relating thereto.
9. Licensee must give prompt written notice to Company of any accident occurring in the Box or any deficiency in the services provided to or associated with the Box.
10. Company and its employees and agents shall have the continued right to enter the Box at any and all times for (a) the performance of the duties required to be performed by Company under this Agreement; (b) for any and all purposes related to this Agreement; (c) to investigate any violation of the provisions of this Agreement, the Rules or Laws; and (d) generally, to inspect the Box and its condition.
11. At the conclusion of the subject Event, Licensee shall return the Box to Company clean and without damage. In the event of any damage to the Box, its furniture or fixtures, or to the Venue caused by Licensee or its Guests, Company shall be entitled to repair such damage and invoice Licensee for its costs in so doing and Licensee shall forthwith pay the amount of the invoice within 30 days. If Licensee has arranged credit or payment through the issuance of a credit card or charge card, Company shall be entitled to immediately debit such card for the cost of repair damage pursuant to this Section.
12. Licensee acknowledges and agrees that there may be instances where photographs and/or footage are taken within the Venue, by the Company or its agents, for publicity, promotion, marketing, training and/or similar purposes. By signing this Agreement, Licensee consents to the inclusion of Licensee’s likeness (and, on behalf of Licensee’s Guests, their respective likenesses) in such photographs and footage and the use thereof for any such purposes. Nothing in this Agreement shall be deemed to convey to Licensee any right, title, interest or license in the protected intellectual or other rights of the Company, including its name, logos, trademarks, or service marks.
13. Licensee will be in default of, and the Company may terminate this Agreement, and the Company may reclaim Licensee’s right to use the Box and the Box Tickets for any one of the following: (a) failure to timely pay the Fee in full or any other amounts payable under this Agreement; (b) violation of any Rules; or (c) breach of any other provision of this Agreement by Licensee or any Guests. Upon any termination, Licensee will not be entitled to a refund of the Fee, any ticket price or any other amounts paid hereunder.
14. If at any time, for any reason (e.g., the configuration of any Event or renovations, repairs or remodeling of the Venue) the Box becomes unavailable (as determined by the Company in its sole discretion) for use by Licensee in connection with the Event, then the Company will, upon notice to Licensee and subject to availability, provide Licensee with an alternative Box for the Event and/or provide a credit to Licensee, in an amount to be determined by the Company.
15. Disclaimer of Liability; Indemnification.
    1. None of Company, its parent, subsidiary, or affiliated entities or any of their respective directors, managers, members, officers, employees, servants or agents (collectively, “Company Parties”) nor any Venue manager, vendor, or concessionaire designated by Company (collectively, “Venue Vendors”) or any of their respective affiliates, directors, officers, partners, owners, members, employees, or agents (such persons, together with Company Parties and Venue Vendors, the “Released Parties”), will be liable or responsible for any loss, damage, or injury to any person or to any property of Licensee or its Guests in, around or upon the Venue or any Venue 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 Released Parties and then only the Released Parties who have committed such gross negligence or willful misconduct will be liable. Notwithstanding anything to the contrary contained herein, Licensee hereby waives any liability of the Released Parties regarding consumption of alcoholic beverages in the Box, the Venue, or the related parking areas by Licensee or its Guests. No Released Party shall be liable or responsible for any loss of or damage to property of Licensee or any of its Guests or for any injury to Licensee or any of its Guests.
    2. IN ADDITION, LICENSEE AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS THE RELEASED PARTIES (COLLECTIVELY, THE “INDEMNITEES”), FROM AND AGAINST ANY LIABILITY, LOSSES, CLAIMS, DEMANDS, SUITS, JUDGMENTS, COSTS AND EXPENSES, INCLUDING ATTORNEYS’ FEES OF COUNSEL SELECTED BY THE INDEMNITEES AND LITIGATION EXPENSES, ARISING OUT OF OR IN ANY WAY RELATED TO ANY PERSONAL INJURY OR PROPERTY DAMAGE OCCURRING IN, AROUND OR UPON THE VENUE AND ANY VENUE PARKING AREAS: (I) ARISING FROM OR RELATING TO LICENSEE OR LICENSEE’S GUEST’S OR INVITEE’S USE OF THE BOX, OTHER VENUE AREAS OR ANY PARKING AREAS, REGARDLESS OF WHETHER SUCH PERSONAL INJURY OR PROPERTY DAMAGE WAS CAUSED BY OR RESULTS FROM, IN WHOLE OR IN PART, THE NEGLIGENCE OR OTHER FAULT OF ANY INDEMNITEES, WHETHER SOLE, JOINT, ACTIVE OR PASSIVE, EXCEPTING FROM THIS INDEMNITY ONLY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE AND EXCEPTING ONLY AS TO SUCH INDEMNITEE, OR (II) DUE TO ANY CONTRAVENTION BY LICENSEE OR LICENSEE’S GUESTS OR INVITEES OF THE PROVISIONS OF THIS AGREEMENT OR OF ANY APPLICABLE LAWS, RULES, REGULATIONS OR ORDERS. ALL INDEMNITEES ARE DEEMED TO BE THIRD PARTY BENEFICIARIES TO THESE INDEMNIFICATION PROVISIONS AND ARE ENTITLED TO ENFORCE THESE PROVISIONS AGAINST SUITEHOLDER. THE PROVISIONS OF THIS SECTION SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
16. Confidentiality. The terms of this Agreement shall be deemed “Confidential Information,” and shall not be disclosed by Licensee to any third party, except on a “need-to-know” basis or to the extent required by legal, accounting or regulatory requirements beyond the reasonable control of Licensee.
17. Representations and Warranties; Covenants. Licensee hereby represents and covenants to Company that: (a) Licensee has not entered into, nor will it enter into, any agreements or arrangements by which Licensee and any other party or parties share the costs attributable to the Box in consideration for the use of the Box; (b) Licensee shall comply with all applicable laws in exercising any rights and/or carrying out its obligations hereunder; (c) Licensee has the full right and legal authority to enter into and fully perform its obligations under this Agreement in accordance with its terms; (d) this Agreement, when executed and delivered by Licensee, will be Licensee’s valid, legal and binding obligation, enforceable against Licensee in accordance with its terms; (e) the execution and delivery of this Agreement by Licensee and the performance by Licensee of its obligations hereunder have been duly authorized by all necessary persons, parties or entities; and (f) the individual(s) executing this Agreement on behalf of Licensee is duly authorized to do so. Neither Company nor any of Company’s agents has made any oral or written representations or warranties with respect to the condition, suitability or fitness of the Box other than as may be specifically set forth in this Agreement. The parties make no representations or warranties other than the express warranties stated in this Agreement.
18. Governing Law and Arbitration. This Agreement shall be governed by and interpreted in accordance with the internal law of the State of California, without regard to its conflict of law provisions. The parties agree that any and all disputes or claims arising out of or related to the validity, enforceability, interpretation, performance or breach of this Agreement, whether sounding in tort, contract, or otherwise shall be decided by arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures currently in effect and in accordance with Title 9 of the United States Code, unless the parties expressly agree otherwise in writing. The arbitration will be initiated, seated, and conducted in Los Angeles, California. Any arbitration may be initiated by a written demand to the other party. The arbitrator’s decision shall be final, binding, and conclusive. The parties expressly waive any entitlement to have such controversies decided by a court or jury. If any action is brought to enforce the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the other party, in addition to any other relief to which the prevailing party may be entitled. A party is considered a “prevailing party” under this Agreement only where the arbitrator grants the relief requested by such party and grants no substantive relief sought by the other party. The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. This provision shall survive the termination or expiration of this Agreement.
19. Force Majeure. If Company is prevented from performing any of its obligations hereunder because of a Force Majeure Event, the Company will not be deemed in breach of this Agreement nor will the Company be otherwise liable to Licensee. A “Force Majeure Event” means acts of God; civil unrest; strike or other labor dispute; war; national emergency; health emergency including any pandemic or epidemic; actual or threatened terrorist activity or related security or safety concerns; act or order of competent public authority (including any act or order made in connection with or related to any other force majeure event); failure of transportation or electrical or other utilities; fire or other casualty; damage to the Venue or to its equipment or facilities; or any other event that materially prevents the Company from performing or providing the services and products under this Agreement. In addition, with respect to any and all services, whether furnished by the Company to Licensee with or without charge, the Company will in no event be liable for a failure to provide the services, or for the acts or omissions of any person or entity with respect to the services, resulting from strikes, lockouts or other labor disputes, accidents or any other causes whatsoever beyond the control of the Company.
20. Miscellaneous.
    1. This Agreement (i) sets forth the entire understanding of the parties relating to the subject matter hereof, (ii) supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof and (iii) shall not be amended, nor may any of its terms be modified or waived, except by a writing executed by the party to be charged. All rights and remedies hereunder shall be cumulative so that no right or remedy shall be in limitation or derogation of any other right or remedy. Any consent, approval or permission required of Company hereunder shall be given or withheld in the sole discretion of Company.
    2. This Agreement is at all times subject to the rules and regulations of the Venue, including but not limited to the Policies and Procedures attached hereto as Exhibit B and incorporated herein by reference, as may be amended from time to time.
    3. Licensee shall be deemed to be an independent contractor and shall not be deemed to be Company’s tenant, employee, or agent.
    4. If any provision of the Agreement shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof and the Agreement shall be construed as if such invalid or unenforceable provision were omitted.
    5. If you or someone you know is being forced to engage in commercial sex or labor trafficking, text 233-733 (Be Free) or call the National Human Trafficking Hotline at 1-888-373-7888 or the California Coalition to Abolish Slavery and Trafficking (CAST) at 1-888-KEY-2-FRE(EDOM) or 1-888-539-2373 to access help and services. It is a felony in California to knowingly engage in commercial trafficking and perpetrators of this offense shall be prosecuted under the law.

BY SIGNING, Licensee represents and warrants Licensee is over 18 years of age and has read, understands and agrees to be bound by the terms of this Agreement.

EXHIBIT B; Venue Policies and Procedures

1. Event dates and times are subject to change. Company asks that Licensee pay close attention to Event website(s), local newspapers, radio stations, television news and broadcasts for scheduling and changes to events dates and times.
2. ONLY LICENSEE AND ITS GUESTS WITH A BOX TICKET WILL HAVE ACCESS TO THE BOX. PLEASE ENSURE THAT BOX TICKETS ARE ACCESSIBLE AT ALL TIMES.
3. A Box Ticket does not allow access into other Legends Boxes. Licensee and Guests must have an appropriate applicable ticket for the specific Box and may not enter other suites without permission.
4. Unless otherwise specified in the Agreement, there are no refunds, exchanges, or cancellations for tickets to events that are performed.
5. Licensee and its Guests shall conduct themselves in a manner which is consistent with the character of the Venue as a first-class entertainment facility and shall not act in a manner which will in any way impair the operation of the Venue or use and enjoyment of the Venue. Offensive language and behavior are not tolerated. Drunk and disorderly conduct, as determined by the Venue in its sole discretion, will result in immediate ejection from the Venue. LICENSEE IS RESPONSIBLE FOR THE CONDUCT OF ITS GUESTS AT ALL TIMES.
6. The Company subscribes to a zero-tolerance anti-harassment policy for its employees and guests. Harassment that is based on race, color, religion, gender, national origin, age, disability, sexual orientation, gender identification or other bases protected by local, state and federal law is strictly prohibited. Licensee agrees that Licensee and each of Licensee’s Guests will adhere to the anti-harassment commitment of the Company, and any violation of the policy by Licensee and/or any of Licensee’s Guests may result in ejection from the Event and/or termination of this Agreement.
7. The Company reserves the right to refuse to serve alcohol to any individual at any time for any reason, including by reason of the individual’s age, physical condition or level of inebriation, each as perceived by the Company’s staff in its sole discretion.
8. Neither Licensee nor any of Licensee’s Guests will be entitled to any refund or other recourse due to an ejection for any of the reasons described herein.
9. Neither Licensee nor any of Licensee’s Guests may improperly access the Venue, or assist third parties in improperly accessing the Venue. “Improper access” shall include, but not be limited to, an individual entering the Venue or a restricted area thereof with tickets or other credentials (e.g., wristbands) that have already been used for such event or with tickets or other credentials such individual knows to be counterfeit.
10. LICENSEE AND ITS GUESTS ARE REQUIRED, WHILE IN THE BOX OR WITHIN THE VENUE OR ON ITS GROUNDS, TO OBEY ALL STATE AND LOCAL LAWS GOVERNING THE SALE, POSSESSION AND CONSUMPTION OF ALCOHOL. THE USE OF UNLAWFUL DRUGS IS STRICTLY PROHIBITED. IT IS ILLEGAL FOR ANYONE UNDER THE AGE OF 21 TO CONSUME ALCOHOLIC BEVERAGES. LICENSEE, WHETHER PRESENT OR NOT WITHIN THE BOX, THE VENUE OR ON ITS GROUNDS, SHALL BE RESPONSIBLE FOR CONTROLLING ANY GUESTS IN THIS REGARD.
11. No signs, banners, advertisements or notices shall be hung from or otherwise exhibited in or around the Box without the prior written consent of the Venue. Licensee and its Guests shall immediately remove any such signs, banners, advertisements or notices at the request of the Venue.
12. Use of professional cameras or video or audio recording equipment of any kind by Licensee or any Guests at any Venue event is strictly prohibited. The Venue and its employees and agents reserve the right to confiscate any images or recordings and/or eject any person violating the foregoing provision.
13. The Venue is a non-smoking facility. Smoking is permitted only in designated locations outside the Venue. Smoking is not permitted in any part of the Venue, including in the Box. No flammable, dangerous or explosive materials may be brought into the Box.
14. Objects may not be thrown into the seating area or onto the stage at any time. Violations will result in immediate ejection from the Venue and/or legal action taken against the offender.
15. The maximum capacity of the Box is based on the fire code and other applicable by-laws and governmental regulations and must not be exceeded for any reason. Company reserves the right to limit or reduce seating available in the Box as may be required by a government order.
16. In the event of maintenance problems during an event, a Venue representative should be contacted and Venue operations will attempt to fix the problem as soon as possible. Repairs for damage to the Venue furniture, fixtures and equipment, beyond normal wear and tear, will be billed to Licensee.
17. Neither Company nor the Venue or any of their personnel shall be liable for any theft or loss of, or damage to, any personal property brought into the Box by Licensee or any of its Guests.
18. FOR MEDICAL EMERGENCIES, PLEASE CALL 911 OR IMMEDIATELY NOTIFY A VENUE REPRESENTATIVE. MEDICAL STAFF IS ON SITE FOR EVERY EVENT.