Purchase Agreement

Moda Center Single Event Suite License

Last Updated: October 21, 2020

THIS SINGLE EVENT SUITE LICENSE (“License”) is entered into as of the date below by Trail Blazers Inc. (“Agent”), as agent on behalf of Rip City Management LLC ("Owner"), owner of the indoor sports and entertainment facility in Portland, Oregon known as the “Moda Center” (the “Arena”), and the undersigned licensee ("Licensee") for the use of an executive suite ("Suite") in the Arena for a single event (the "Event"). As a condition to the use of the Suite, Licensee hereby acknowledges and agrees to be bound by and fully comply with the following terms and conditions of this License:

  1. License Fee; Refunds and Cancellation Policy.

    Licensee hereby acknowledges that the license fee charged for use of the Suite at the Event (the "License Fee") is NOT REFUNDABLE, with the exception of (i) the Event is canceled or rescheduled by the sponsor or promoter thereof, in which case Licensee shall be entitled to receive a full refund upon the return to Agent of all tickets and parking passes related to the Suite; or (ii) no less than thirty (30) days prior to the Event, Agent receives written notice of cancellation from Licensee, together with any and all tickets and parking passes related to the Suite which may have been delivered to Licensee. If Licensee fails to deliver such notice and/or include such tickets and parking passes as required by clause (ii) of the preceding sentence, Licensee shall forfeit, and Agent shall have no obligation to refund, the License Fee or any portion thereof. Licensee agrees that the above cancellation policy is reasonable under the circumstances and in light of the damage that Agent may suffer upon notice of cancellation less than thirty (30) days prior to the date of the Event.

  2. Rules Applicable to Use of Suite.

    Licensee and Licensee’s guests and invitees shall use the Suite solely for observance of the Event at the Arena. Licensee, its guests and invitees shall fully comply with and be bound by, and license of the Suite is conditioned upon such persons' strict compliance with, (i) all applicable governmental laws, rules, regulations and orders, (ii) such conditions of use as are generally applicable to other licensees of Agent's suites at the Arena, and (iii) all other rules and regulations as Agent may promulgate from time to time for the use and occupancy of the Suite or Arena, including but not limited to rules prohibiting (1) admission to the Arena and the Suite except by presentation of a ticket and (2) bringing outside food or beverage into the Arena or the Suite.

  3. Assignment or Subletting; Resale of Tickets.

    Licensee shall have no right to assign this License or sublicense the Suite for the Event without Agent's prior written consent, which consent may be withheld in Agent's sole discretion. Licensee shall not sell, resell or attempt to sell or resell any tickets issued pursuant to the terms of this License, such actions shall constitute a violation of the statutory resale restrictions of the State of Oregon and the City of Portland (regardless of whether the tickets are resold or offered for resale in another state). Any such sale or resale of tickets shall be deemed a material breach hereof and shall entitle Agent, among other things, to seize and compel return of tickets and refuse such assignees or purchasers admission to the Arena and the Suite without refund or other compensation. Irrespective of any resale, Licensee shall continue to be bound by all terms and conditions of this License. Furthermore, Licensee shall not use any form of advertising in connection with the use of the Suite, including, without limitation, advertising the availability or use of the Suite in any promotion.

  4. Liability of Licensee for Loss, Damage, or Injury.

    Neither Agent nor Owner shall be responsible for theft or any other loss, misplacement or other disappearance of any property of Licensee or Licensee's guests or invitees from, in or around the Suite or the Arena. Licensee shall reimburse Owner for any destruction of or damage to the Suite or any of Owner’s property situated in or around the Arena which is caused by any act, negligence, fault or omission of Licensee, its guests or invitees. Licensee, its guests and invitees shall each indemnify, defend and hold harmless Agent, Owner, the City of Portland and their respective employees, officers, directors, shareholders, partners, affiliates, agents, sponsors and subcontractors from and against any and all claims, damages or liability (including reasonable attorneys' fees) arising out of Licensee's use of the Suite or occasioned within the Suite while licensed by Licensee.