2024 Chase Field Suite Use Agreement

This Chase Field Suite Use Agreement (“Agreement”) is between AZPB REM Limited Partnership (“Real Estate Manager”) and the party listed as the “User” on the Suite Rental Order Form, Suite Invoice, and/or Suite Receipt attached (collectively, the “Order Form”).

1. Suite Use. User is granted a revocable license to use the suite(s) as set forth on the Order Form (each of which is referred to separately as a “Suite”, and collectively as the “Suites”), located at Chase Field in Phoenix, Arizona (“Ballpark”), at the time(s) and on the date(s) set forth on the Order Form, to attend and view the event(s) or game(s) described on the Order Form (each of which is referred to separately and collectively as the “Event”). For each Event, User shall be provided the number of tickets (“Tickets”) to the Suite(s) as set forth on the Order Form. For each Event, User may purchase additional tickets as may be set forth on the Order Form.

2. Additional Tickets. Additional tickets are priced at the per ticket rate set forth on the Order Form and are not included in the Use Fee for the Suite(s). Additional tickets must be purchased at least seventy-two (72) hours before the Event. Each person in the Suite(s) must have a separate ticket to the Suite(s) for the Event. At no time before, during, or after the Event shall the number of people in a Suite exceed the number of tickets issued for such Suite.

3. Access. Ballpark personnel shall not permit User or User’s guests to enter the Ballpark or the Suite(s) until the Ballpark’s doors are opened to the public for the Event. User and all of User’s guests have up to thirty (30) minutes after the end of the Event to leave the Suite(s) and the Ballpark. If User or any of User’s guests are found in the Suite(s) without Suite tickets for the Event or are in the Suite(s) or the Ballpark at times other than those permitted under this Paragraph 3, they will be subject to removal from the Suite(s) and the Ballpark by Ballpark personnel. User’s license to use the Suite(s) during the Event shall be exclusive except as to Real Estate Manager’s personnel and the Ballpark’s authorized concessionaire staff; provided, however, that Real Estate Manager shall retain the ultimate right to control the use and occupancy of the Suite(s) and all other portions of the Ballpark at all times during the Event.

4. Use Fee. The fee for the Suite(s) and tickets for each Event (“Use Fee”) shall be as set forth next to each Event listed on the Order Form. Fifty Percent (50%) of the Use Fee is required to make reservations for the Suite(s) if purchased more than forty-five days (45) before its Event. The balance of any outstanding payment shall be due no later than forty-five days (45) before its Event. Full payment of the Use Fee is immediately due for any Suite reserved within forty-five days (45) of its Event. Unless otherwise agreed in writing by Real Estate Manager in its sole discretion, the Use Fee shall be deemed fully earned by Real Estate Manager upon receipt and shall be non-refundable, except as expressly set forth in this Agreement. Should any federal, state, or local sales, privilege, rental, admission, amusement, or gross proceeds taxes now or hereafter be assessed or payable with respect to the Use Fee, User shall promptly pay or reimburse Real Estate Manager for any such taxes within thirty (30) days after receipt of an invoice from Real Estate Manager.

5. Rescheduled/Cancelled Event. Changes in the scheduled start time of an Event shall not affect this Agreement so long as the Event occurs on the scheduled date of the Event. If any Event does not start on the scheduled date of the Event, is cancelled for any reason, or is rescheduled to another date, User may select in writing by no later than the end of the then-current season either of the following options:

(A) Refund. The Use Fee applicable to such cancelled or rescheduled Event is refunded to User, less any costs incurred by Real Estate Manager. Such amount will be refunded to User within thirty (30) days of Real Estate Manager’s receipt of User’s written request.

(B) Credit. Real Estate Manager shall retain the Use Fee applicable to such delayed, cancelled, or rescheduled Event (less any costs incurred by Real Estate Manager) as User’s deposit for the use of a suite for future Arizona Diamondbacks-related events sold by Real Estate Manager during the current or immediately following baseball season. Any credit not returned or used during the period specified herein shall be forfeited.

In the event User does not select an option by the end of the then-current season, Real Estate Manager shall retain the Use Fee applicable to such Suite as User’s deposit for the use of a suite for future Arizona Diamondbacks-related events sold by Real Estate Manager during the current or immediately following baseball season.

6. Cancellation by User. If User elects to cancel its use of the Suite(s), Real Estate Manager must receive written notice of such election. If such notice is received more than thirty (30) days before the Event, User may select in writing by no later than the end of the then-current season either of the following options:

(A) Credit. Real Estate Manager shall retain the Use Fee applicable to such cancelled Event as User’s deposit for the use of a suite for future Arizona Diamondbacks-related events sold by Real Estate Manager during the current or immediately following baseball season.

(B) Refund. The Use Fee applicable to such cancelled Event is refunded to User, less any costs incurred by Real Estate Manager and an administrative fee of Twenty Percent (20%) of the total cost. Such amount will be refunded to User within thirty (30) days of Real Estate Manager’s receipt of User’s written request.

If Real Estate Manager receives such notice thirty (30) or fewer days before, but not less than seventy-two (72) hours before the Event’s scheduled start, User may select in writing by no later than the end of the then-current season either of the following options:

(A) Credit. Real Estate Manager shall retain the Use Fee applicable to such cancelled Event, less any costs incurred by Real Estate Manager and an administrative fee of Twenty Percent (20%) of the total cost, as User’s deposit for the use of a suite for future Arizona Diamondbacks-related events sold by Real Estate Manager during the current or immediately following baseball season.

(B) Refund. The Use Fee applicable to such cancelled Event is refunded to User, less an administrative fee of Fifty Percent (50%) of the total cost along with any costs incurred by Real Estate Manager. Such amount will be refunded to User within thirty (30) days of Real Estate Manager’s receipt of User’s written request.

If Real Estate Manager receives such notice less than seventy-two (72) hours before the Event’s scheduled start, User shall forfeit the Use Fee and all other amounts paid by User. No refund or credit shall be made available.

Any credit not returned or used during the period(s) specified herein shall be forfeited. In the event of a cancellation or non-use by User, Real Estate Manager may continue to sell other available suite inventory and shall have no obligation to license User’s Suite(s) first. Moreover, Real Estate Manager shall have the right to relocate another suite user to User’s Suite(s), and such relocation shall not be deemed a license of User’s Suite to reduce User’s obligations hereunder unless all other available suites at User’s price point have been sold.

7. Liability for Damage and Misconduct; General Indemnification. User is responsible for all damage and injury caused by User or User’s guests to the Ballpark, the Suite(s), or any persons, fixtures, furnishings, equipment, or other property or items in either the Ballpark or the Suite(s). An adult must always accompany children under twelve (12). User shall indemnify, defend, and hold harmless Real Estate Manager, Maricopa County Stadium District, AZPB Limited Partnership (dba “Arizona Diamondbacks”), AZPB FM Limited Partnership, Arizona Diamondbacks Foundation, Inc., Arizona Diamondbacks Events and Entertainment, L.P., and each of their respective officers, directors, partners, members, managers, affiliates, employees, officials, and agents of any of the foregoing (collectively, the “Indemnitees”) from and against any and all loss, cost, claim, expense, lien, damage, or liability of any kind or nature (including, without limitation, property damage and bodily injury including death) which: (a) are caused or created by or result from the act or conduct of User or any of User’s guests (whether or not such act or conduct may be characterized as negligent, reckless, intentional, unlawful, or otherwise), in or about the Suite(s), and the Ballpark (and in or about any parking lot or parking garage used by User or any of User’s guests in connection with the Event); (b) arise from any violation of any provision hereof or any default of any obligation of User hereunder; or (c) arise from any act, omission, or negligence of User, its officers, agents, contractors, employees, or guests. If applicable, User agrees that its indemnification obligations in this Paragraph 7 shall extend to activities arising from its use of the Ballpark premises described on the Order Form.

8. Food and Beverages; Alcohol. Unless specifically included in the Order Form, User shall arrange separately with the Ballpark concessionaire for all food and beverages to be consumed in the Suite(s) during an Event along with payment for such food and beverages. Real Estate Manager shall not be liable for any charges for such food or beverages, and such charges are not included in the Use Fee. Neither User nor User’s guests shall bring any food or beverages into the Suite(s) that were not purchased from the Ballpark concessionaire. Without limiting Real Estate Manager’s remedies hereunder, Real Estate Manager shall have the right to confiscate any food or beverages brought into the Suite(s) in violation of this Paragraph 8. Real Estate Manager and its employees, agents, or affiliates may limit, restrict, or prohibit the sale, consumption, service, and availability of alcoholic beverages in the Suite(s) for health, safety, and any other reason which Real Estate Manager determines in its sole discretion. User shall be responsible for controlling the conduct of all persons who use or consume alcoholic beverages in the Suite(s) whether such conduct occurs therein or elsewhere. User shall indemnify, defend, and hold the Indemnitees harmless from and against any and all losses, costs, damages, expenses, and liabilities including, without limitation, attorneys’ fees, arising from or in any way related to the sale, service, use, or consumption of alcohol in the Suite(s). User shall not sell or dispense alcohol in or from the Suite(s) or any other portion of the Ballpark. The sale of alcohol in or to the Suite(s) shall be permitted only by the Ballpark concessionaire(s).

9. No Resale of Tickets or Suite; No Assignment. User hereby represents and warrants that it is entering into this Agreement and purchasing the Suite(s) and tickets solely for use by it and its guests and not for resale, transfer, or assignment. Notwithstanding the foregoing, User may, at its option, charge its guests for their tickets provided that the sale price is for an amount which does not exceed the Purchase Price. Any resale or attempted resale at a price higher than the Purchase Price, and any attempted assignment, sale, or other transfer of this Agreement or User’s rights hereunder except as expressly provided herein, is strictly prohibited, and will give Real Estate Manager and its employees, agents, and affiliates the right to seize such tickets, refuse admission to or eject from the Ballpark and the Suite(s) all persons holding such tickets, and cancel this Agreement, without any refund or other compensation, and without returning or refunding any Use Fee or any portion thereof. For purposes of this Paragraph 9, the term “Purchase Price” shall mean, as to any ticket, either: (a) if a purchase price (other than zero) is listed for such ticket, such listed purchase price; or (b) if no purchase price is listed for such ticket (or if the ticket shows a purchase price of zero), an amount equal to the Use Fee divided by the number of tickets set forth on the Order Form.

10. Banners; Signs; Advertising; Other User Property. Neither User nor User’s guests shall hang or place signs, banners, merchandise, or advertising of any kind from or within the Suite(s) without the prior written consent of Real Estate Manager, as determined in its sole discretion. Neither User nor User’s guests shall bring any equipment, furniture, or fixtures into the Suite(s) without the prior written consent of Real Estate Manager, which consent may be given or withheld in its sole discretion. All of User’s approved property and that of its guests must be removed from the Ballpark within thirty (30) minutes after the end of the Event.

11. No Recordings or Transmissions. Neither User nor any of User’s guests shall transmit or aid in recording or transmitting any description, account, picture, or reproduction of an Event, except for taking photographs and videos for personal use.

12. Rules, Regulations, and Policies. In the performance of this Agreement, User and User’s guests shall comply with: (a) all applicable federal, state, and local laws, rules, regulations, statutes, and ordinances; (b) all rules, regulations, and policies adopted from time to time by Real Estate Manager (collectively, “Policies”) generally applicable to persons attending Events at the Ballpark; and (c) all Policies generally applicable to the use and occupation of suites within the Ballpark, as such Policies are communicated by Real Estate Manager to User or User’s guests, whether orally or in writing.

13. Real Estate Manager Remedies. For any breach by User or any of User’s guests of any provision of this Agreement, Real Estate Manager may in its sole discretion (without limiting additional remedies available at law or in equity, including the right to keep and apply the Use Fee or any portion thereof and sue for damages): (a) refuse User or any of User’s guests permission to enter or remain in the Ballpark or the Suite(s); (b) eject User or any of User’s guests from the Ballpark and the Suite(s); (c) remove from the Ballpark and the Suite(s) any property of User or User’s guests; and (d) may terminate this Agreement and cancel all tickets issued pursuant hereto. All User’s fees, charges, and other amounts not paid when due shall bear interest from the due date until paid at that rate which is Four Percent (4%) higher than the Prime Rate announced from time to time by Chase Bank.

14. Future Contact. User permits Real Estate Manager and the Arizona Diamondbacks to contact and send communications to User about future suite and ticket opportunities and offers. User may opt out of such contact and communications by providing written notice to Real Estate Manager and/or the Arizona Diamondbacks, as applicable.

15. Entire Agreement; Amendments; No Waiver. This Agreement, including the Order Form, together with the terms and conditions made available with any tickets issued pursuant hereto, represents the entire agreement between Real Estate Manager and User concerning the subject matter hereof. Except as otherwise provided in this Agreement, this Agreement shall not be amended, modified, or terminated, and no provision hereof shall be deemed to have been waived by either party, except by a written instrument signed by both Real Estate Manager and User.

16. Governing Law; Severability. This Agreement shall be governed by and interpreted under Arizona law. If any provision hereof is determined to be unlawful or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall continue in full force and effect as though such provision had not been contained herein.

17. Joint and Several Obligations; Authority. If User is or becomes comprised of two (2) or more persons, companies, entities, or organizations, then all obligations of User herein shall be the joint and several obligations of the persons, companies, entities, or organizations constituting User. Any individual executing this Agreement on behalf of, or as representative for, any person, company, entity, or organization represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such person, company, entity, or organization and that this Agreement is binding upon such person, company, entity, or organization per its terms.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the dates set forth below their respective signatures, to be effective as determined by Paragraph 1 above.