Purchase Agreement

THIS SINGLE EVENT SUITE RENTAL AGREEMENT (“Agreement”) is entered into effective as of the Effective Date below, by and between Trail Blazers Inc., on its own behalf and as authorized Agent for Rip City Management LLC, the owner of the Moda Center arena (collectively, referred to as “Agent”), and the undersigned renter (“Renter”) of an executive suite (the “Suite”) for the specified event below (the “Event”). As of the Effective Date of this Agreement, Renter hereby acknowledges and agrees to be bound by and fully comply with the following:

1. Rental Fee; Cancellation Policy. Renter hereby acknowledges that the rental fee for use of the Suite for the Event (the “Rental Fee”) is NOT REFUNDABLE; provided, however, (A) if the Event is rescheduled, Renter will have the option to (i) transfer this Agreement to the rescheduled date or (ii) be provided a credit for a suite rental for a future Event, based on availability and mutual agreement (credit must be used within one (1) year from date of original Event); or (B) if the Event is canceled and not rescheduled by the promoter or Agent a full refund will be provided to Renter. In each of the foregoing instances Renter shall be obligated to return all tickets and parking passes in order to receive a credit or refund, as applicable, of the paid portion of the Rental Fee. Failure by Renter to return all tickets and parking passes as required may result in forfeiture of the Rental Fee, and Renter agrees that such forfeiture is reasonable in light of the damage that Agent may suffer due to the failure to return such items. Renter acknowledges and agrees that except as expressly provided herein, this Agreement is non-cancellable and Agent shall have no obligation to provide a refund or credit due to Renter’s cancellation or non-use of the Suite as a whole, nor will Renter be provided a credit or refund for any unused ticket or parking pass for any reason, including if due to non-compliance with the Health & Safety Requirements and/or denial of entry to the arena for any reason.
2. Use and Care of the Suite. Renter and each guest/invitee shall use and occupy the Suite solely for observance of the Event in accordance with (i) the Health & Safety Requirements (as defined below), (ii) all ticket terms and conditions (see www.nba.com/blazers/ticketback), including but not limited to all release, waiver and indemnification provisions contained therein, (iv) all governmental laws, orders and regulations, including those governing the use of alcohol, tobacco and controlled substances, (v) NBA Fan Code of Conduct, Constitution and By-Laws, and (vi) any and all other rules and regulations as Agent, the Rose Quarter, any governmental authority, and/or the National Basketball Association (“NBA”) may promulgate from time to time. Upon conclusion of the Event, Renter shall return the Suite to Agent without damage to the condition the Suite was in at the time of entry by Renter and/or its guests/invitees, normal wear and tear excepted. Notwithstanding the foregoing, Agent shall provide normal maintenance and cleaning services for the Suite prior to and after the Event. Renter agrees that it shall reimburse Agent for any destruction of or damage to the Suite or any of Agent’s property situated in the Suite or arena which is caused by Renter or any guest/invitee. Agent shall not be responsible and shall have no liability for theft, loss, disappearance or damage of any property of Renter or any guest/invitee which may occur during use of the Suite, arena or parking garage.
3. Health and Safety Requirements. Due to the uncertainty related to any health and/or safety situation, including but not limited to the ongoing COVID-19 pandemic, admission to enter the arena at the time of the Event will be subject to all then-current safety and health requirements and policies put in place by the Agent (including but not limited to requirements to be vaccinated or provide a COVID-19 PCR test within 72 hours prior to the Event, wearing of face masks, and/or other restrictions) and those policies and requirements which include but are not limited to NBA health and safety requirements as provided on the Rose Quarter website at www.rosequarter.com/welcome-back/, which may be updated from time to time as necessary or required, in the sole determination of any of Agent, the NBA, the State of Oregon, local health authorities, and/or any other applicable governmental authority (collectively, the “Health & Safety Requirements”). In addition, certain other restrictions and requirements may be provided prior to and/or during the Event (whether orally or in writing), including communications provided by Agent, arena personnel, or signage in or around the arena. Renter acknowledges and agrees to comply, and will ensure each guest/invitee complies, with all Health & Safety Requirements during the Event, and that use of the Suite and attendance for the entire Event will be conditioned on such compliance.
4. Assignment or Subletting; Resale of Tickets. Renter shall have no right to assign this Agreement or sublet the Suite for the Event without Agent’s prior express written consent. Renter shall not sell, resell or attempt to sell or resell any Suite tickets issued pursuant to this Agreement, and acknowledges that such actions shall constitute a violation of Agent’s resale policies and a breach of this Agreement, and shall entitle Agent, among other things, to seize and compel return of tickets and refuse admission to the arena and/or the Suite without refund or credit. Furthermore, Renter shall not advertise or use any type of promotional aspect in connection with its rental and/or use of the Suite.
5. Right of Entry. Renter acknowledges and agrees that Agent and its employees, affiliates, agents and/or other designees shall have the right to enter the Suite in order (i) to perform any duties required by Agent herein and/or for any and all purposes related thereto; (ii) to investigate any violation or suspected violation of any provision of this Agreement, or any governmental, Agent or NBA requirement, policy, law, rule or regulation; or (iii) to respond to any emergency situation.
6. Miscellaneous. This Agreement and all matters or issues collateral hereto shall be governed by the laws of the State of Oregon. All disputes, controversies, or claims arising out of or relating to this Agreement shall be settled by expedited mandatory arbitration under the auspices of the Arbitration Service of Portland, Inc. Renter and its guests/invitees shall each indemnify, defend and hold harmless Agent, the NBA, and each of their respective parents, subsidiaries, affiliates, officers, directors, partners, sponsors, promoters, artists, performers, agents, designees, volunteers, and employees from and against any and all claims, damages or liability (including reasonable attorneys’ fees) arising out of Renter’s and/or any guest/invitee’s use of the Suite or occasioned within the Suite while licensed by Renter.