Purchase Agreement

EVENT SUITE/LOGE LICENSE AGREEMENT

Last Updated: October 15, 2021

EVENT SUITE/LOGE LICENSE AGREEMENT

This Event Suite/Loge License Agreement (this “Agreement”) is made and entered into on ____________________ by and between IceArizona Hockey Co, LLC d/b/a the Arizona Coyotes (the “Coyotes”) with offices at 9400 West Maryland Avenue, Glendale, Arizona 85305 and ____________________ (the “Licensee”) whose address is: ____________________.

  1. Grant of License: Subject to the terms and conditions set forth in this Agreement, the Coyotes hereby grant Licensee the limited, revocable privilege and right to use the suite/loge described in the attached Exhibit A (the “Suite”) during the event(s) specified in Exhibit A (each, an “Event”) and for the period immediately before and after the Event when Gila River Arena (the “Arena”) is open to the general public that day (collectively, the “License”). Subject to availability, Licensee may purchase up to eight (8) additional tickets for the Suite for an Event purchased as part of this Agreement. The price of these additional tickets is separate from and in addition to the Fee. The Coyotes reserve the right at their sole discretion to relocate Licensee to a comparable suite should the suite described in Exhibit A be leased on a full season basis or be otherwise unavailable for any reason.
  2. License Fee: Licensee agrees to pay the Coyotes the fee designated on Exhibit A (the “Fee”) for the License. The Fee must be paid in full by the payment due date specified on Exhibit A hereto. All returned checks will be subject to a $50.00 return check fee. Taxes are included in the Fee; provided, however, in addition to and together with any and all installments of the Fee and any other charges that are due by Licensee pursuant to this Agreement, Licensee must pay any additional federal, state, and local transaction privilege taxes, sales and use taxes, gross income or receipts taxes, admission, seat, amusement, and other excise taxes, now or hereafter levied or assessed directly related to this License after commencement.
  3. Food and Beverage: All food and beverage consumed within the Suite must be exclusively provided by the Arena food and beverage provider (the “FBP”) designated by the Coyotes. The Licensee must settle its account with the FBP at the end of each Event before leaving the Arena and in accordance with the FBP’s policies. The Coyotes and FBP retain the right, in their sole discretion, to limit, refuse to serve, and prohibit the consumption of alcoholic beverages within the Suite or any other portion of the Arena at any time, with or without reason.
  4. Obligations of Licensee: Licensee agrees that, upon completion of each Event, the Suite and the furnishings and property therein shall be returned to the Coyotes in the same condition as received by Licensee, ordinary wear and tear excepted, and Licensee shall reimburse the Coyotes for the repair of any damage to the Suite, any other portion of the Arena, or the Coyotes’ property in the Suite caused, in whole or in part, by Licensee or any of Licensee’s guests, agents, and/or ticket holders. Licensee shall be held responsible for its actions, as well as those actions of its guests, agents, and ticket holders. Licensee, its guests, agents, and ticket holders shall at all times maintain proper decorum while using the Suite and shall abide by all applicable laws, rules and regulations, including, without limitation, by drinking alcohol responsibly and not driving after drinking. Without limiting the Coyotes’ other rights or Licensee’s other obligations or liabilities, Licensee, its guests, agents, and ticket holders shall be subject to ejection from the Suite for failing to abide by the foregoing requirements, the ticketing policies and terms of use, the Arena manager’s policies, and/or the requests of the Arena security personnel.
  5. Disclaimer; Indemnity: Licensee, its guests, agents, and ticket holders hereby release, waive all claims against, and covenant not to sue IceArizona Hockey Co LLC d/b/a the Arizona Coyotes, IceArizona AHL Co LLC d/b/a the Tucson Roadrunners, IceArizona Holdings LLC, the Arizona Coyotes Foundation, the National Hockey League and its member clubs, NHL Enterprises, L.P., NHL Enterprises Canada, L.P., the NHLPA, ASM Global, the City of Glendale, and each of their respective sponsors, advertisers, partners, parent entities, affiliates, owners, directors, officers, officials, agents, volunteers, contractors, and employees (collectively, the “Indemnified Parties”) from and for any and all suites, claims, demands, liabilities, actions, judgments, fines, penalties, costs, losses, damages, and other expenses, including without limitation attorneys’ fees and costs (collectively “Claims”) of any kind for injury, illness, death, and/or property damage arising in connection with Licensee and any of its agents, employees, guests, agents, and/or ticket holders’ attendance at and/or participation in the Event and/or while at, adjacent to, or near the Event location, including without limitation negligent rescue operations. Licensee, its guests, agents, and ticket holders waive and release any such Claims, except for such Claims that are the direct and proximate result of the respective Indemnified Party's gross negligence or intentional misconduct. This release shall be binding upon the License, its guests, agents, and ticket holders’ heirs, distributees, next of kin, executors, administrators, personal representatives, and assigns.
  6. Communicable Diseases; Physical Condition: License, its guests, agents, and ticket holders understand that: their attendance at and/or participation in the Event involves risk of injury, illness, or death from many causes, including, without limitation, potential exposure to communicable diseases (e.g., MRSA, influenza, COVID-19, etc.); and the risk of becoming exposed to or infected by communicable diseases may result from the actions, omissions, or negligence of themselves and/or others. License, its guests, agents, and ticket holders voluntarily agree to assume, and accept sole responsibility for, all of the foregoing risks. License, its guests, agents, and ticket holders understand and agree that this release includes without limitation any claims based on the actions, omissions, or negligence of the Indemnified Parties or other Event attendees and/or participants, and whether an infection occurs before, during, or after attendance at and/or participation in the Event. License, its guests, agents, and ticket holders acknowledge that their attendance at and/or participation in the Event is voluntary and may be terminated by them, the Coyotes, the Arena manager, or Arena security at any time. License, its guests, agents, and ticket holders hereby represent that they are in good health and sound physical condition and have no physical defects which could interfere with their attendance at and/or participation in the activities in the Event. License, its guests, agents, and ticket holders assume all responsibility for obtaining any physical examinations which may be indicated or advisable prior to attendance at and/or participation in the Event, and release, waive and discharge the Indemnified Parties from any liability, suits, claims, actions, and/or demands of any kind whatsoever related to or arising from (i) any decision by them not to obtain a physical examination prior to attending and/or participating in the Event or (ii) injury, illness, or death arising from or related to their attendance at and/or participation in the Event. This release shall be binding upon the License, its guests, agents, and ticket holders’ heirs, distributees, next of kin, executors, administrators, personal representatives, and assigns.
  7. No Subleasing; No Sale of Tickets: Neither the Suite, nor any part thereof, shall be assigned or subleased without the prior written consent of the Coyotes in each instance. Any such unauthorized attempt to assign or sublease the Suite shall be null and void and shall cause a termination of this Agreement and the immediate revocation of the License. Neither Licensee, nor any distributee of any tickets or parking passes issued to or purchased by Licensee under this Agreement, shall be permitted to sell such tickets or parking passes.
  8. Force Majeure; Alternative Suites:
    1. For purposes of this License, a Force Majeure event includes a work stoppage, riot, civil insurrection, act of terrorism, national emergency, failure of utilities or other services, governmental action or requirement, act of God, act of war, natural disaster, severe or inclement weather, pandemic, epidemic, other health emergency, or any other events or circumstance beyond the Coyotes’ reasonable control. The Coyotes shall not be in breach of this Agreement if their performance is delayed, preempted, or prevented due to a Force Majeure event. Licensee’s continuous compliance with this Agreement in its entirety is a prerequisite for Licensee’s eligibility for the Force Majeure Remedy. In the event of the cancellation, postponement (longer than sixty (60) days), or non-performance of an Event due to Force Majeure, the Coyotes shall provide Licensee with either (i) a pro rata credit for the unused Event toward Licensee’s ticket purchases to eligible future events, or (ii) a pro rata refund of the Fee for the unused Event (the “Force Majeure Remedy”). To account for any received Event in a multiple Event package, the pro rata credit/refund amount for the Force Majeure Remedy shall be calculated by the Coyotes by subtracting the regular rental rate for each received Event (if any) from the Fee to arrive at the remaining balance due to Licensee as a credit/refund. It is understood and agreed that this Force Majeure Remedy shall be Licensee’s sole recourse in the event of Force Majeure.
    2. Without limiting the foregoing, the Coyotes may, in its discretion and for any reason, move Licensee from the Suite to a replacement suite for an Event, in which case, the replacement suite shall be considered the “Suite” for purposes of this Agreement.
  9. Arena Management; Security: The Coyotes make no warranty with respect to criminal or terrorist acts, and Licensee, its guests, agents, and ticket holders acknowledge and agree that the use of any security alarms, guards, screening devices, or patrols at the Arena: (i) may not be construed to defeat the disclaimer set forth in the preceding sentence; (ii) are provided in the Coyotes’ and/or the Arena manager’s, as applicable, sole discretion and may change from time to time; (iii) may not be construed as providing personal security for their benefit; (iv) may not be considered an admission of knowledge of any dangerous conditions; and (v) is not intended as an assumption of any greater duty than the minimum imposed by applicable laws upon commercial landowners without prior knowledge of criminal or terrorist acts.
  10. Miscellaneous: This Agreement shall be construed and enforced in accordance with the laws of the State of Arizona. If any provisions of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected, but shall continue to be valid and enforceable to the fullest extent permitted by law. This Agreement contains the entire agreement of the parties with respect to the matters provided for herein, and shall supersede any and all prior agreements, understandings, representations and statements, oral or written, between the parties related to this License and the accompanying subject matter. No amendment or modification to this Agreement shall be effective unless the same is in writing and signed by both the Coyotes and Licensee. This Agreement, and all the terms and provisions hereof, 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. The nature of interest granted herein is a license only and it is both limited and revocable by the Coyotes. The parties intend that no tenancy, leasehold estate, easement or interest other than a limited, revocable license be created hereby. This Agreement is non-cancellable. The Fees and other charges that are not paid within the times specified in the License (i) accrue interest at the rate of the greater of one and a half percent (1.5%) per month or the maximum rate of interest permitted by applicable law and (ii) are subject to a ten percent (10%) late fee. Licensee shall be responsible for all attorneys’ fees and costs incurred by the Coyotes in the enforcement of this Agreement, whether or not litigation is actually commenced, and including any appellate proceedings. Licensee hereby waives trial by jury.