AT&T Stadium Suite License Agreement - Single Event

AT&T Stadium Suite License Agreement - Single Event

Last Updated: April 28, 2021

These terms and conditions create a contract (the "Agreement") between you ("Licensee") and Cowboys Stadium, L.P. ("Licensor") and sets forth the terms and conditions of the Suite License (the "License"). By purchasing the Suite and by clicking "Agree," Licensee agrees to be bound by and accepts this Agreement.

1.              SUITE LOCATION AND TERM. The License granted hereby relates to a suite ("Suite") in AT&T Stadium (the "Stadium").  Subject to the terms of this Agreement, the Suite is licensed for the event set forth in the order summary webpage(s) ("Summary") to be held on the event date set forth in the Summary (hereinafter referred to as the "Event" or the "Term").

2.              SUITE BENEFITS.  Licensee shall receive the number of admission tickets set forth in the Summary (the "Minimum Number") for seats in the Suite for the Event. In addition to the License Fee, Licensee shall also be entitled to purchase a certain number of standing room tickets ("SRO Tickets") to the Suite for the Event at the then existing price for Suite tickets at the applicable Suite level. Licensee shall be permitted to purchase SRO Tickets by contacting Licensor's service representative. The Minimum Number and any purchased SRO Tickets will be mobile tickets issued electronically. In furtherance of the above and any other costs incurred pursuant to this Agreement, Licensee agrees to utilize its credit card on file with SeatGeek.

3.              PARKING. Licensor shall provide Licensee, for the Event the number of Parking Passes set forth in the Summary for parking in a preferred parking lot in the vicinity of the Stadium at no additional cost. Licensee may purchase additional Parking Passes as determined by Licensor.

4.              FEE. The "License Fee" payable by Licensee to Licensor for the Event shall be the amount set forth in the Summary. The License Fee shall be paid by Licensee in full upon acceptance of this Agreement.

5.              FOOD AND BEVERAGE. Licensee will order food and beverage off of the menu provided by Licensor's designated caterer. Licensee shall be solely responsible for all such food and beverage charges. No food or beverages other than those purchased from such designated caterer or from the concessionaires in the Stadium may be brought into or be prepared or consumed in the Suite.

6.              GRANT OF LICENSE.  Upon payment of the License Fee set forth in the Summary, Licensee shall be entitled to the exclusive privilege and right during the Term to use the Suite. This License is granted upon and subject to the provisions of the Agreement. Licensee agrees and acknowledges that this Agreement constitutes a license and not a lease, easement or other right to use or possess the Suite. Licensee shall have no real property interest in the Suite, the Stadium or the parking lots.

7.              FURNISHINGS, DECOR AND ALTERATIONS. The Suite shall be furnished and equipped with such fixtures, furnishings and equipment as Licensor shall determine. Licensee shall not make any additions or alterations in the interior or exterior of the Suite or the fixtures, furnishings and equipment therein without the prior written consent of the Licensor (including but not limited to any sun screens, shades, blinds, tint, etchings, security panels, etc. that are placed behind or in front of the front windows of the Suite as well as any signs, posters, corporate logos or other images visible from the interior or bowl of the Stadium).

8.              TAXES. Licensee agrees to pay all taxes associated with entering into this Agreement, including but not limited to all parking, ticket and sales taxes imposed by the City of Arlington and the State of Texas at the venue. Licensor agrees to remit all taxes collected by the Licensor to the proper taxing authority.

9.              CLEAN-UP. The Licensor will be responsible for ordinary repairs and maintenance to the interior and exterior of the Suite (including ordinary cleaning, sweeping, vacuuming, trash removal, and dusting). Licensee takes the Suite in its "As‑Is" condition. The Licensor reserves the right to charge Licensee for, and Licensee agrees to pay for, the cost of what Licensor considers, in its sole and absolute discretion, to be extraordinary repairs, maintenance, replacements, or cleaning of the Suite resulting from any act or omission of Licensee or Licensee's guests or invitees.

10.           OBLIGATION TO PAY. Except as otherwise set forth herein, the obligation of Licensee to pay the License Fee, food and beverage concessions charges, or other sums due to Licensor, Licensor's concessionaires, the Dallas Cowboys Football Club, Ltd. (the "Club"), or any Event Sponsor, is independent of the liabilities or limitations of Licensor under the Agreement. Licensee shall promptly make all such payments due to Licensor, Licensor's concessionaire, the Club or any Event Sponsor without any deductions, set offs, or counterclaims against such payments on account of any breach or default by or claims against Licensor or otherwise, or any breach or default by or claims against any concessionaire, the Club, or any Event Sponsor.

11.           COVENANTS OF LICENSEE. Licensee covenants and agrees with Licensor as follows:

a.     Except for ordinary wear and tear, Licensee shall keep and maintain the Suite in good repair, order and condition and will reimburse the Licensor for the repair of any damage caused to the Suite or the Licensor's property in the Suite by Licensee or any of Licensee's guests or invitees. Any damage caused to the Suite by persons other than Licensee or any of Licensee's guests or invitees shall be the responsibility of and shall be repaired by Licensor.

b.     Licensee shall abide by, and shall notify and require its guests and invitees to abide by, such rules and regulations as Licensor or any Stadium manager designated by Licensor (the "Stadium Manager") shall establish from time to time concerning the use and occupancy of the Suite and the Stadium.

c.     Licensee and Licensee's guests and invitees shall at all times maintain proper decorum while using the Suite. Licensee shall be held responsible for its actions as well as those of its guests and invitees, including, but not limited to, actions arising from the consumption of alcoholic beverages. Should Licensee or any of Licensee's guests or invitees create a disturbance or cause objects to be thrown or dropped from the Suite, the Licensor shall have the right to eject the parties responsible for such action, or all the persons in the Suite, from the confines of the Stadium, or exercise any of the Licensor's rights upon default in accordance with the provisions of this Agreement including, without limitation, termination of the Agreement. Licensee and Licensee's guests and invitees shall comply with all applicable present and future State, federal, County, City, local laws, ordinances, orders, rules and regulations and any rules and regulations promulgated by the National Football League ("NFL") and shall not permit any violation thereof.

d.     Licensee and Licensee's guests and invitees shall not bring into the Stadium any alcoholic or intoxicating beverage, any illegal drugs or, except as prescribed by a licensed physician, any controlled substance.

e.     Licensee and Licensee's guests and invitees shall not permit the Suite to be used for any illegal, improper, immoral or objectionable purpose, or in any way obstruct or interfere with the rights of any other licensees.

f.      Licensee and Licensee's guests and invitees shall not film, record or transmit from the Suite all or any portion of any football game or other event, or any description thereof, by any means (including without limitation radio or television broadcasting, whether broadcast "live" or by means of film, tape or other technology, including, but not limited to, camera and video-enabled cellular telephones).

g.     Licensee shall be entitled to use the Suite only at times for which the appropriate tickets for admission to the Suite are presented and the Stadium is open for use by the general public. Licensee shall be bound by and shall observe the terms and conditions upon which tickets for admission to the Stadium have been issued by the Licensor of each Event including, without limitation, policies with respect to cancellation or postponement of an Event. If access to the Suite is otherwise permitted herein, Licensee shall have access to the Suite at the time the Stadium is open to the public for an Event and shall be required to leave the Suite and the Stadium within one hour after the conclusion of the Event.

12.           DEFAULT.

a.     In the event Licensee fails to pay when due any amounts to be paid by Licensee pursuant to the Agreement (including, without limitation, the License Fee, concession and catering charges, ticket charges) or otherwise defaults in the performance or observation of its duties, covenants and obligations under the Agreement, Licensor may, in addition to all other rights and remedies it may have at law or in equity, at its option: (i) withhold distribution of tickets to Licensee for the Event until such time as such default is cured; (ii) license the Suite provided in this Agreement to a new licensee then may assign Licensee an alternate Suite location at all times subject to availability; or (iii) if Licensee shall fail to cure a payment default within ten (10) days after written notice from Licensor or any other default within twenty (20) days after such notice, Licensor may terminate the right of Licensee to use and possess the Suite  in connection with the Event and all other rights and privileges of Licensee under the Agreement and declare the entire unpaid balance of the License Fee immediately due and payable, whereupon Licensor shall have no further obligations or liabilities of any kind to Licensee.

b.     The foregoing remedies of Licensor shall not be to the exclusion of any other right or remedy set forth in the Agreement or otherwise available to Licensor at law or in equity (including the right to retake possession of the Suite and remove all persons and effects therefrom, by summary proceeding, ejectment or other legal action or by using such force as may be necessary, without any liability by reason of such re-entry, repossession or removal and all such rights and remedies shall be cumulative). Licensee shall be responsible for (i) all costs related to the removal and storage of Licensee's or other relevant occupant's property, (ii) the cost of repairing, altering, remodeling, renovating, or otherwise putting the Suite into its original condition, and (iii) all reasonable expenses (including but not limited to reasonable attorneys' fees) incurred by Licensor in the enforcement of the Agreement whether or not litigation is actually commenced and including any appellate proceedings. LICENSEE HEREBY UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM RELATING TO OR ARISING OUT OF THE AGREEMENT. LICENSEE AGREES THAT ALL CLAIMS UNDER THIS AGREEMENT MUST BE PURSUED ON AN INDIVIDUAL BASIS ONLY. BY SIGNING THIS AGREEMENT, LICENSEE HEREBY WAIVES ITS RIGHT TO COMMENCE, OR BE A PARTY TO, ANY CLASS OR COLLECTIVE CLAIMS RELATED TO THIS AGREEMENT.

c.     No waiver by Licensor of any default or breach by Licensee of its obligations under the Agreement shall be construed to be a waiver or release of any other subsequent default or breach by Licensee under the Agreement, and no failure or delay by Licensor in the exercise of any remedy provided for in the Agreement shall be construed a forfeiture or waiver thereof or of any other right or remedy available to Licensor.

13.           STRIKES, CANCELLATION, DAMAGES, DESTRUCTION, ETC.

a.     Work Stoppage. In the event of any strike, lock-out, labor stoppage or other labor disturbance which results in the cancellation of the Event (specifically including, but not limited to, NFL player's strikes and NFL owner's lock-outs), and should such Event not be rescheduled, the License Fee payable under the Agreement shall be abated for such cancellation, in an amount equal to the Minimum Number of admission tickets to the Suite multiplied by the prevailing price of tickets for the seats available to the general public located nearest to the Suite on the lower level of the Stadium. There shall be no abatement for canceled Pre-Season Games or post-season games due to strike, lock-out, labor stoppage or other labor disturbance.

b.     Cancellation. If the Event is cancelled due to global health emergency, epidemic, pandemic, quarantine, actual or anticipated public health crisis, or enactment of federal, state or local laws, rules and regulations related global health emergency, epidemic, pandemic, quarantine, actual or anticipated public health crisis, and (1) the Event is not rescheduled then Licensee shall receive a refund of funds paid by Licensee solely attributable to the License Fee; or (2) the Event is rescheduled for a date Licensee cannot attend then Licensee shall receive a refund of funds paid by Licensee solely attributable to the License Fee, provided Licensee notifies Licensor within seventy-two (72) hours after the Event is rescheduled that Licensee cannot attend. With respect to this Section 13(b)(2) only, notification shall be sent by email from Licensee to Licensor at suites@dallascowboys.net.

c.     Damage or Destruction. In the event of any damage to or destruction of the Suite or the Stadium which renders the Suite or the Stadium unusable, then the License Fee payable under the Agreement shall, unless a reasonably comparable suite is made available to the Licensee, be abated during the period of time that the Suite is unusable.

14.           ACCESS BY LICENSOR. Licensor and its agents and employees shall have access to the Suite to the extent deemed necessary by Licensor: (i) for the performance of its obligations under the Agreement and for any and all purposes related thereto, (ii) to investigate any suspected violations of the terms and conditions of the Agreement, or (iii) otherwise in connection with the License of the Suite. Licensee shall not interfere with Licensor's right of access by installation of additional or changed locks or otherwise restrict or impede the rights of access reserved in this Section 14 to the Suite.

15.           DISCLAIMER OF LIABILITY.

a.     None of Licensor, the Club, the Developer or any Stadium Manager, the City of Arlington, Texas (the "City") or any of their affiliates or any of their officers, partners, employees, directors, members, owners, managers or agents, shall be liable or responsible for any loss, damage, or injury to any person or to any property of Licensee or Licensee's guests or invitees in, around or upon the Stadium, resulting from any cause whatsoever, including, but not limited to, theft and vandalism, unless due to the gross negligence or the willful misconduct of Licensor, the Developer, or the Stadium Manager, respectively.

b.     IN ADDITION, LICENSEE AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR, THE CITY, THE CLUB, THE STADIUM MANAGER, THE DEVELOPER, LEGENDS HOSPITALITY, LLC, AT&T SERVICES, INC., THEIR AFFILIATES AND ANY OF THEIR RESPECTIVE OFFICERS, PARTNERS, EMPLOYEES, DIRECTORS, MEMBERS, MANAGERS, OWNERS OR AGENTS ("INDEMNITEES"), FROM AND AGAINST ANY LIABILITY, LOSSES, CLAIMS, DEMANDS, COSTS AND EXPENSES, INCLUDING ATTORNEYS' FEES AND LITIGATION EXPENSES, ARISING OUT OF ANY PERSONAL INJURY OR PROPERTY DAMAGE OCCURRING IN, AROUND OR UPON THE STADIUM: (I) IN CONNECTION WITH LICENSEE'S OR LICENSEE'S GUEST'S OR INVITEE'S USE OR OCCUPANCY OF THE SUITE, REGARDLESS OF WHETHER SUCH PERSONAL INJURY OR PROPERTY DAMAGE WAS CAUSED BY OR RESULTS FROM, IN WHOLE OR IN PART, THE NEGLIGENCE OR OTHER FAULT OF ANY INDEMNITEE, WHETHER SOLE, JOINT, ACTIVE OR PASSIVE, EXCEPTING FROM THIS INDEMNITY ONLY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE, OR (II) DUE TO ANY CONTRAVENTION OF THE PROVISIONS OF THE AGREEMENT OR OF ANY APPLICABLE LAWS, RULES, REGULATIONS OR ORDERS.

c.     With respect to any claim by Licensee against Licensor and/or the Stadium Manager under or in connection with this Agreement, Licensee specifically agrees that its sole and exclusive remedy at law or in equity shall be to refund the prepaid License Fee, it being agreed that none of the Licensor, the Stadium Manager, or any agent, owner, employee or person or entity claiming by, through or under the Licensor and/or the Stadium Manager shall ever be personally liable on account of such claim. In no event shall Licensor or the Stadium Manager ever be liable to Licensee for any indirect, special or consequential damages suffered by Licensee or any of its guests, for whatever cost.

d.     Anything in the Agreement to the contrary notwithstanding, each party hereto hereby releases and waives all claims, rights of recovery and causes of action that either such party or any party claiming by, through or under such party by subrogation or otherwise may now or hereafter have against the other party or any of the other party's directors, officers, partners, employees or agents for any loss, damage, injury or death that may occur in the Stadium or Suite by reason of fire, act of God, the elements or any other cause, including negligence (whether ordinary or gross) of the parties hereto or their directors, officers, partners, employees or agents, that could have been insured against under the terms of comprehensive general liability insurance policies or standard fire and extended coverage insurance policies or that were required to be insured under the terms of the Agreement.

16.           MISCELLANEOUS.

a.     Upon the expiration of the Term or upon the earlier termination of the Agreement, Licensee shall surrender possession of the Suite to Licensor in the condition in which it was originally delivered to Licensee, except for the normal wear and tear, and damage caused by casualty or force beyond the control of Licensee or Licensee's guests or invitees.

b.     The use of the admission tickets, Parking Passes, or any access passes shall be solely and exclusively for the use and enjoyment and entertainment of Licensee. Licensee shall not cost-share, co-license, sell, assign, sublicense, pledge, transfer or otherwise alienate or encumber the Agreement, or any of Licensee's rights and obligations under the Agreement or the Suite, without the prior written consent of Licensor. Any attempted sale, assignment, sublicense, pledge, transfer or encumbrance in contravention of the foregoing shall be null and void and of no effect.

c.     It is understood that Licensor may pledge, assign or otherwise encumber Licensor's rights in the Agreement as security for financing for the Stadium or other facilities operated by Licensor, to any successor owner of the Club, or for other purposes of Licensor, all without obtaining Licensee's consent, and that, in such event, the Agreement and the rights and interests of Licensee hereunder shall be subordinate thereto.

d.     All notices, demands and other communications between the parties required or appropriate hereunder shall be in writing and deemed given if mailed, postage prepaid, to the respective addresses set forth in the Agreement, or to such other address as may be designated by either party, from time to time, in writing. Furthermore, if notice between the parties via email is expressly permitted in the Agreement for a specific purpose then such email notice shall suffice for that purpose.

e.     THE AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS, AND ALL OBLIGATIONS OF ANY PARTY HEREUNDER SHALL BE PAYABLE AND PERFORMABLE IN, AND THE EXCLUSIVE VENUE FOR ANY ACTION BROUGHT WITH RESPECT HERETO SHALL BE IN, TARRANT COUNTY, TEXAS. THE AGREEMENT SHALL AT ALL TIMES BE SUBJECT TO THE RULES AND REGULATIONS OF THE NFL.

f.      The Agreement contains the entire agreement of the parties with respect to the matters provided for therein, and shall supersede any written instrument or oral agreement previously made or entered into by the parties to the Agreement, specifically including, but not limited to, any representations, advertising or marketing materials distributed (in any form) by Lessor and/or its agents. Furthermore, Lessee expressly waives any right to claim fraudulent inducement by Lessor with respect to the Suite and this Agreement.

g.     The Agreement, and all the terms and provisions thereof, shall inure to the benefit of and be binding upon the parties thereto, and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns. No amendment or modification to the Agreement shall be effective unless the same is in writing and signed by both Licensor and Licensee.

h.     Licensee understands and agrees that this Agreement is confidential and Licensee, and any of its representatives, shall not disclose the terms and conditions of this Agreement to anyone.

i.      The Agreement and Licensee's rights hereunder are expressly subject and subordinate to: (i) that certain Cowboys Complex Lease Agreement between the City of Arlington, Texas, as landlord, and Licensor, as tenant, pursuant to which Licensor leases the Stadium, and any and all other leases (ground or otherwise), mortgages or other financing documents affecting the Stadium or land upon which the Stadium is located or Licensor's interest therein, (ii) all zoning, building and other laws, regulations and ordinances of any and all municipal, governmental and quasi‑governmental bodies and agencies having jurisdiction over the Stadium or land upon which the Stadium is located, (iii) the rules and regulations of the NFL, and (iv) any and all matters affecting the state of title to the Stadium and land upon which the Stadium is located, whether or not recorded in the public records of Tarrant County, Texas.

j.      Licensee acknowledges and agrees to be bound by this Agreement and all of its terms and conditions. In addition, Licensee agrees to observe all rules, regulations, and policies pertaining to use of the Suite and attendance at Stadium Events including any modifications that may be adopted or administered by Licensor from time to time.

k.     Licensee hereby affirmatively consents, acknowledges and agrees that (i) Licensor, the Club, the NFL, and other third parties (collectively, the "Events Entities") may send Licensee emails or other electronic communications related to events, promotions or information relating to the Club and/or the Stadium (the "Additional Electronic Communications") at the email address and/or phone number set forth in the Summary; (ii) Licensee's consent to receive Additional Electronic Communications from the Events Entities shall not modify this Agreement or any other agreement between Licensee and any Events Entity; and (iii) Licensee may revoke its consent to receive Additional Electronic Communications by making a request, either by using the unsubscribe function in the message received or by advising Licensor thereof in writing. at One AT&T Way, Arlington, TX 76011. Note that if Licensee revokes his/her/its authorization, Licensee may not receive important information from the Events Entities concerning its License. The Events Entities will use commercially reasonable efforts to provide accurate information to Licensee, and to ensure that the information is delivered to Licensee. However, the Events Entities cannot guarantee that all communications are error-free or that the messages will in fact be delivered.

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