Purchase Agreement

By signing this electronic suite license agreement, the undersigned hereby agrees to the following terms and conditions:

1. “Licensor”. Golden State Warriors, LLC, in its capacity as servicer and marketing agent for, and on behalf of, GSW Arena LLC and Golden State Valkyries LLC.
2. “Licensee”. The individual or entity electronically executing this Agreement as Licensee. Licensee acknowledges that in order for Licensee to receive Suite Passes or Tickets, there must be a Warriors or Valkyries ticketing account associated with the email address provided by Licensee. All Suite Passes or Tickets will be digitally uploaded to such account associated with such email address; provided, that the foregoing process may be subject to change from time to time by Licensor.
3. Rental Suite Details. The Rental Suite, Event, Tickets, Suite Passes, Parking Passes, food and beverage (if any), Fees and other applicable purchase details are identified in the Order Summary presented to Licensee in connection with this Agreement (the “Order Summary”). The Order Summary is incorporated into and made a part of this Agreement.
4. Definitions.
1. “Event(s)” means the event(s) identified in the Order Summary.
2. “Rental Suite(s)” means the rental suite(s) identified in the Order Summary.
3. “Tickets” means tickets for the applicable Rental Suite, which will allow guests admission into the Arena, access to such Rental Suite and an assigned seat in the Arena.
4. “Suite Passes” means passes for the applicable Rental Suite, which will allow guests admission into the Arena and access to such Rental Suite only. For the avoidance of doubt, Suite Passes do not include an assigned seat in the Arena.
5. “Parking Pass(es)” means parking pass(es) for access to a parking area in close proximity to Chase Center (the “Arena”).
5. Fees. The total fees due in connection with Licensee’s use of the Rental Suite(s) hereunder shall be the total amount identified in the Order Summary (the “Fees”), which amount shall be paid in full simultaneously with Licensee’s execution of this Agreement. The Fees shall be deemed fully-earned by Licensor upon receipt and shall be non-refundable. Licensor shall not be responsible to Licensee, through a refund of Fees or otherwise, for the postponement, cancellation or non-performance of the Event(s) or the inability of Licensee to use the Suite due to any cause beyond the reasonable control of Licensor, and none of the foregoing occurrences shall constitute a breach of this Agreement nor entitle Licensee to any refund or make good. If applicable, Licensor’s designees will provide food and beverage catering services to the Rental Suite at Licensor’s prevailing rates and terms, and Licensee will promptly pay for such services upon receipt of an invoice therefor.
6. Terms and Conditions. The undersigned hereby agrees to the following additional terms and conditions:

Admission; Access: Licensee’s right of access to the Rental Suite shall be solely by presentation of Suite Passes and/or Tickets, as applicable. Licensee and the Licensee Parties will have access to the Rental Suite from the time the Arena is open to the public for the Event(s) until 60 minutes after the conclusion thereof, which period may be decreased by Licensor under special circumstances. Except for rights granted herein, Licensor will have the exclusive right to control the use and occupancy of the Rental Suite and all other portions of the Arena at all times, and to access and grant access thereto as it deems necessary or advisable, including during the Event(s).

Liability: Licensee shall be responsible for all damage caused by Licensee or any Licensee Party to the Arena or to the Rental Suite, or to any fixtures, furnishings, equipment or other property. None of the Licensor Indemnitees (as defined below) will be responsible for (i) any damage, theft or any other loss or disappearance from the Rental Suite or the Arena of any property of Licensee, its employees, officers or representatives or any of their guests or invitees (the “Licensee Parties”) or (ii) any injury to Licensee or any Licensee Party.

Attorneys’ Fees: Licensee shall pay all costs and expenses, including without limitation attorneys’ fees, incurred by Licensor to enforce the terms of this Agreement and in conjunction with the above indemnity provision.

Rules, Regulations and Policies: Licensee shall comply with all applicable governmental laws and orders, and with the rules promulgated by Licensor, its affiliates and any third-party promoter(s), including, without limitation:

1. maintenance of proper decorum by Licensee and the Licensee Parties so as not to interfere with Licensor’s business or the enjoyment of the Event(s) by, and the safety of, all other persons in the Arena;
2. refraining from making any improvements, alterations or additions to the Rental Suite (including refraining from displaying any artwork, picture hangings, wall coverings, signs, notices, advertisements or other visible items in or around the Rental Suite) or to the fixtures, equipment, furnishings or anything else provided by Licensor contained within the Rental Suite (or removing any of the foregoing);
3. refraining from bringing any food, liquor, beverages, utensils or cooking equipment into the Arena without Licensor’s prior written approval;
4. ensuring that (i) no person under the age of eighteen (18) is permitted to use the Rental Suite unless accompanied and supervised by a parent or guardian and (ii) no person under the age of twenty-one (21) or the legally-permitted drinking age in effect from time to time consumes alcoholic beverages in the Rental Suite;
5. ensuring that neither Licensee nor any Licensee Party records, captures, encodes, streams, rebroadcasts, or transmits any Event(s) or any portion thereof; and
6. ensuring that neither Licensee nor any individual or entity to whom Licensee distributes any Suite Passes and/or Tickets (“Distributees”) shall sell or offer to sell such Suite Passes and/or Tickets or advertise or use such Suite Passes and/or Tickets for sweepstakes or any other promotional, commercial or trade purposes whatsoever.

Prohibition on Resale. Licensee is licensing the Rental Suite solely for its use and the use of the Licensee Parties and shall not sell to the public, offer or agree to sell to the public, or permit any public sale of, whether voluntary or involuntary, any tickets issued to Licensee pursuant to this Agreement. Licensee shall be fully liable to Licensor for all actions, inactions, damages, liabilities and claims arising out of any actual or attempted sale or transfer of any Suite Passes, Tickets and/or Parking Passes and any use of the Rental Suite by any third party in connection therewith.

Indemnification. Licensee shall hold Licensor, its parent and affiliated entities and their respective directors, managers, members, officers, employees, servants and agents (collectively, the “Licensor Indemnitees”) harmless from and indemnify same against any and all claims, suits, causes of action, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) of any kind whatsoever arising out of or in connection with (i) any act or omission, negligence or wrongdoing of Licensee or any of Licensee’s Guests or (ii) any taxes levied by any governmental authority by virtue of Licensee’s use of the Suite, and Licensee shall, at its sole cost and expense, defend and protect the Licensor Indemnitees against any and all such claims. Each of Licensee’s obligations pursuant to this paragraph shall survive the expiration or earlier termination of this Agreement and shall remain in full force and effect.

As-Is; Repair. Licensee is entering into this Agreement to use the Rental Suite “AS IS” based on the express agreements of Licensor contained in this Agreement and on Licensee’s own investigation and not in reliance on any representations or warranties by Licensor or its employees or agents not expressly set forth in this Agreement. Licensee shall, within 30 days of notice from Licensor, bear the expense of any maintenance and repair of the Rental Suite and any other portion of the Arena caused by any negligent or intentional acts or omissions of Licensee or any Licensee Party, which expense may, at Licensor’s option, be increased in the amount of a Licensor’s administrative expense of 15%.

Force Majeure. Licensor shall have no obligation or liability to Licensee if, directly or indirectly due to a Force Majeure Event (as hereinafter defined), (a) Licensor is unable to perform, is precluded from performing, delayed in performing, or reasonably believes that it cannot safely or adequately perform, any of its obligations under this Agreement, in whole or in part, or (b) it is commercially impracticable for Licensor to perform any of its obligations under this Agreement, in whole or in part (each of the foregoing, an “Impacted Performance”). “Force Majeure Event” shall mean the occurrence of any of the following events, circumstances or conditions, whether foreseeable or unforeseeable: strike, lockout or other labor dispute (other than any such dispute involving the NBA); war or war-like action (whether actual or threatened and whether conventional or other, including, but not limited to, chemical or biological war or war-like action); sabotage, terrorism or threat of sabotage or terrorism; riot or other civil commotion; explosion or other casualty; energy blackouts, brownouts or other degradation or interruption of critical services; famine, outbreak, contagion, pandemic or epidemic; act of God; structural or infrastructure failure or damage; weather or natural disaster, including, but not limited to, fire, flood, drought, hurricane, lightning, tornado, storm or earthquake; national emergency; any order, action or recommendation of public authority (including, without limitation, travel restrictions, capacity restrictions, social distancing requirements and/or quarantines); and any other event, circumstance or condition beyond the control of Licensor. The parties expressly agree that a Force Majeure Event need not be the sole cause of any Impacted Performance in order for this provision to apply.

Representations and Warranties. Licensee hereby represents and covenants to Licensor that: (a) Licensee has not entered into, nor will it enter into, any arrangements or agreements by which Licensee and any other party or parties share the costs attributable to the Rental Suite in consideration for the use of the Rental Suite; (b) Licensee shall comply with all applicable laws in exercising any rights and/or carrying out its obligations hereunder, including, without limitation, any and all vaccination, masking and/or other applicable orders or requirements issued by the City and County of San Francisco, the State of California or any other applicable governmental entity; (c) Licensee has the full rights and legal authority to enter into and fully perform its obligations under this Agreement in accordance with its terms; (d) this Agreement, when executed 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) each of the individual(s) executing this Agreement on behalf of Licensee is duly authorized to do so. The parties make no representations or warranties other than the express warranties stated in this Agreement.

Miscellaneous. 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. Should any dispute arise as to this Agreement (including the interpretation of any term or provision hereof), the issue shall be decided by arbitration. The arbitration proceeding shall be seated in and conducted under the applicable rules of arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures in San Francisco, California unless the parties expressly agree otherwise in writing. The decision of the arbitrator shall be final and binding on both parties. The prevailing party shall be entitled to recover from the other party its own expenses for the arbitrator’s fee, attorney’s fees and travel expenses, expert testimony and travel expenses of experts, and for all other expenses of presenting its case. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any negotiation or arbitration hereunder without the prior written consent of both parties. This provision shall survive the termination or expiration of this Agreement. 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 such right or remedy shall be in limitation or derogation of any other such right or remedy. Any consent, approval or permission required of Licensor hereunder shall be given or withheld in the sole discretion of Licensor. Licensee shall be deemed to be an independent contractor and shall not be deemed to be Licensor tenant, employee, or agent.

I agree to license the Rental Suite identified in the Order Summary in the Arena for the Event(s) identified in the Order Summary on the above terms.