Purchase Agreement

Single Event Terms and Conditions

Last Updated: May 12, 2026

Licensee acknowledges that the following Single Event Terms and Conditions are an integral part of the Order (together, this “Agreement”) and agrees to be bound by this Agreement.

1. Possession and Use. For the consideration herein and pursuant to the provisions hereof, Licensor hereby grants to Licensee the right to use the Casita for the Event (the “Event Use”). Event Use shall be permitted only pursuant to Tickets to be obtained by Licensee for the Event as provided in the applicable Order. Licensee and/or Licensee’s Guests must present Casita Tickets at the Stadium entrance or admittance will be refused. ALL SALES ARE FINAL. LICENSEE CANNOT CHANGE OR CANCEL ANY ORDER(S) AFTER PURCHASE.
2. Parking. Parking passes shall not constitute a bailment and shall be subject to any terms, conditions or limitations of liability printed thereon or otherwise applicable.
3. No Resale. Licensee shall not sell, or offer for sale, any Casita Ticket or parking pass(es) issued to Licensee hereunder, except as permitted by the terms and conditions under which such Tickets or parking passes are issued, including but not limited to these Terms and Conditions and applicable state law.
4. Term. Except as otherwise set forth herein, the Term of the license granted by Licensor to Licensee for the use of the Casita shall be for the duration of the Event, commencing at the time the Stadium opens for access to the general public for such Event and terminating at the time the Stadium closes for access to the general public for such Event (the “Term”).  Upon expiration of the Term, Licensee shall immediately and peaceably surrender the Casita to Licensor in a safe and clean condition, without damage to any furniture, fixtures or equipment located in the Casita, and in good order and repair, reasonable wear and tear excepted.
5. License Fee. Licensee shall pay the License Fee when due in accordance with this Agreement.  Licensee’s rights under this Agreement, including the rights to have access to and use the Casita and to obtain admission to the Stadium, are subject to the conditions precedent of payment by Licensee of all sums then due Licensor and upon Licensee’s continued compliance with this Agreement.  Licensee shall pay any sales, privilege, rental, use, property or other governmental taxes due on or with respect to the License Fee or on account of the use of the Casita or the related Casita Tickets. If Licensee makes any payment by credit card, the payment shall be increased by the amount of any fee payable by Licensor to the issuer of the credit card as a result of the transaction.
6. Access. Upon presentation of each Casita Ticket, Licensee or its Guest, as the holder of such Casita Ticket, may access the Stadium and the Common Areas of the Stadium, and may use the Casita designated on such Casita ticket during the Event to which such Ticket relates.  The holder of a Casita Ticket shall not be entitled to use such Ticket for access to any other seating areas of the Stadium except in accordance with Stadium Rules.
7. Conduct. Licensee shall maintain decorum, comply with all laws, rules and regulations of all governmental authorities, not suffer or permit the continuation of any use or manner of use of the Casita in violation of this Agreement, not create any nuisance and not take any action which either diminishes hazard or other insurance coverage for the Stadium or the Casita or increases the premium payable for such insurance.  Licensee shall be bound by and observe the terms of this Agreement and the other terms and conditions upon which the Casita tickets and any parking passes are issued, including any such terms and conditions which may prohibit or restrict any right to resell such Tickets or passes.  Licensee assumes full responsibility for the character, acts and conduct of each guest or invitee of Licensee, including without limitation any individual who holds any Ticket or parking pass issued to Licensee or otherwise is admitted to the Stadium or to the Casita with the consent of Licensee (collectively, “Guests”).  For purposes of Licensee’s obligations hereunder, the act of any Guest shall be deemed the act of Licensee and Licensee shall cause all Guests to comply with the terms of this Agreement.  Licensor, the Arizona Sports and Tourism Authority (hereinafter, “Authority”), the Stadium Manager or any Event Sponsor may exclude from the Stadium or Casita or immediately terminate the right of any individual to obtain access to or remain within the Casita or Stadium and remove or cause such individual to be removed therefrom.  Any such termination may be oral or written, as may be appropriate in the judgment of Licensor, the Authority or such Stadium Manager or Event Sponsor, and shall be effective immediately.
8. Independent Obligation to Pay. Except as otherwise set forth herein, the obligation of Licensee to pay the License Fee, parking charges, food and beverage concession charges, the price of any Tickets or related fee or other sums due to Licensor or due to the Stadium concessionaire, catering service provider or any Event Sponsor or other person or entity, is independent of the liabilities of, breach or default by or claim against Licensor under this Agreement.  Licensee shall promptly make all such payments due to Licensor without any deductions, setoffs or counterclaims against such payments on account of any breach or default by or claims against Licensor, any concessionaire, catering service provider or any Event Sponsor or other person or entity.  Licensee shall make all payments due to the Stadium concessionaire, catering service provider or any Event Sponsor without any deduction, setoffs or counterclaims against such payments on account of any liabilities of, breach or default by or claim against Licensor.

Neither Licensor, the Authority nor the Stadium Manager shall be liable for and Licensee shall not assert any deduction, setoff or claim of any nature against Licensor, the Authority or the Stadium Manager for any act or omission of or any breach or default by any concessionaire, catering service provider or Event Sponsor.  Licensee shall be bound by the terms and conditions established from time to time by Licensor, the Authority, the Stadium Manager or any Event Sponsor for cancellation or postponement of the Event.  Except as provided hereinbelow, Licensor, the Authority and the Stadium Manager shall have no liability to Licensee on account of any such cancellation or postponement or other failure or deficiency in the conduct of the Event. The Event Sponsor shall have no liability on account of any such cancellation or postponement or other failure or deficiency in the conduct of the Event except as otherwise provided on the Tickets issued to Licensee with respect to such Event.

9. Food and Beverage Concessions. Licensee shall not bring into the Stadium any food or beverage products except such food or beverage products which shall be purchased from the Stadium concessionaire or catering service provider. Notwithstanding the foregoing, Licensor shall provide Licensee with the premium food and beverage experience located within the Casita Garden Club.

Attention guests with food allergies. Please be aware that the Stadium concessionaire’s food may contain or come into contact with common allergens, such as dairy, eggs, wheat, soybeans, tree nuts, peanuts, fish, shellfish or wheat. While the Stadium concessionaire takes steps to minimize risk and safely handle the foods that contain potential allergens, please be advised that cross contamination may occur, as factors beyond the Stadium concessionaire’s reasonable control may alter the formulations of the food Stadium concessionaire serves, or manufacturers may change its formulations without Licensor’s knowledge.

10. Maintenance and Repairs. Licensee shall not modify, decorate, make alterations to, mar, deface or otherwise damage the Casita or other Stadium property.  Licensee shall not erect, place, advertise or display in or on the Casita any signs, logos or other written materials or information.  Licensee shall be responsible for and shall reimburse Licensor and the Authority, as applicable, for any and all costs for repairs that are not the result of normal wear and tear.
11. Indemnity. Licensee shall indemnify and hold Licensor, the Authority, the Stadium Manager, any Event Sponsor, the Arizona Cardinals, and each of their respective officers, directors, employees, affiliates, agents or other representatives (collectively, “Indemnitees”) harmless against any and all claims, liabilities, losses, damages, penalties, recoveries, suits, judgments or executions, costs and expenses (including attorney’s fees and court costs) of any kind whatsoever by reason of any injury to property and/or persons occasioned by any act or omission, neglect or wrongdoing, or by reason of non-compliance with relevant laws, rules and regulations, including but not limited to breach of this Agreement, by Licensee or any of its officers, directors, employees, agents, affiliates, representatives, Guests or any other person(s) using the Casita or otherwise present at the Stadium and Licensee shall, at its sole cost and expense, defend and protect Indemnitees against any and all such claims or demands.  The provisions of this Agreement relating to such indemnification shall survive any termination or expiration of this Agreement.

Licensee and its officers, directors, employees, agents, affiliates, representatives, Guests or any other person(s) using the Casita or otherwise present at the Stadium hereby assume all risks and danger incidental to the game of football, and to Stadium events generally, whether occurring prior to, during or subsequent to, the actual playing of the game or conducting of the Stadium event, including specifically (but not exclusively) the danger of being injured by balls or other missiles, and agree that Licensor, the Authority, the Stadium Manager, any Event Sponsor, the Arizona Cardinals, the National Football League, any other sports teams playing at the Stadium, the opposing teams, their agents and players and other individuals producing, performing or participating in any event at the Stadium are not liable for injuries from such causes.

12. Default. If (i) Licensee fails to pay when due any amounts (including without limitation the License Fee) to be paid by Licensee; (ii) Licensee or any Guest fails to observe this Agreement or engages in any conduct which causes damage or injury; (iii) Licensee becomes insolvent or makes any assignment for the benefit of creditors; (iv) any event of insolvency (i.e., any adjudication that Licensee is bankrupt, insolvent or unable to pay its debts as they mature; the filing by Licensee of any voluntary petition under any law relating to bankruptcy; the filing against Licensee of any involuntary petition to have Licensee adjudged bankrupt or a petition for reorganization or arrangement of Licensee under any law relating to bankruptcy unless, in the case of a petition filed against the Licensee, the case is dismissed within sixty (60) days after the filing thereof; the appointment of a trustee or receiver to take possession of substantially all of Licensee’s assets or Licensee’s interests in this Agreement or the Casita; or an attachment, execution or levy against substantially all of Licensee’s interest in this Agreement or the Casita shall occur); or (v) Licensee otherwise defaults in the performance or observation of its duties and obligations under this Agreement, Licensor may, at its option, terminate the right of Licensee to use and possess the Casita and all other rights or privileges of Licensee under this Agreement, whereupon Licensor shall have no further obligation of any kind to Licensee.  Any relicense of the right to use the Casita to another party following a declaration of default shall not relieve the Licensee of its liability and obligations hereunder.  In addition, Licensor may relicense the right to use the Casita for such term(s) (which may extend beyond the date on which this Agreement would have expired but for Licensee’s default) and on such terms and conditions as Licensor, in its sole and absolute discretion, may determine, but Licensor shall not be liable for, nor shall Licensee’s obligations hereunder be diminished by reason of, any failure by Licensor to relicense the right to use the Casita or to collect any License Fee or other amounts due upon such relicensing.

The foregoing remedies of Licensor shall not be to the exclusion of any other right or remedy set forth herein or otherwise available to Licensor or any Indemnitee in law or in equity. Licensee shall be responsible for all attorney’s fees and costs incurred by Licensor or any Indemnitee in the enforcement of this Agreement whether or not litigation is actually commenced and including any appellate proceedings.  Licensee hereby waives trial by jury.

No waiver by Licensor or any Indemnitee of any default or breach by Licensee of its obligations hereunder shall be construed to be a waiver or release of any other or subsequent default or breach by Licensee hereunder and no failure or delay by Licensor or any Indemnitee in the exercise of any remedy provided for herein shall be construed to constitute a forfeiture or waiver thereof or of any other right or remedy available to Licensor or such Indemnitee.  Licensee agrees that if Licensee fails to pay any License Fees or other fees or charges or other amounts when due, Licensor shall have the right to charge interest thereon at the rate of two percent (2%) plus the prime rate of interest designated by Bank of America from time to time (or the highest rate permitted by law, whichever is less) from the date due until paid.  Any amount payable under this Agreement which is not paid when due shall not be considered paid until the interest charged thereon is also paid.

13. Scope of License. This Agreement provides Licensee with only a limited license to use and obtain access to the Stadium and the Casita in accordance with this Agreement.  This Agreement does not confer upon Licensee any right, title, estate or interest in the Stadium or Casita beyond such limited license.  Licensor specifically reserves the right, to be exercised according to its sole and absolute discretion, to use and permit others access to the Stadium and to permit others to use the Casita to the extent not otherwise conveyed to Licensee in this Agreement.
14. Miscellaneous. (a)  Licensee shall not sell, assign, sublicense, pledge, transfer or otherwise encumber this Agreement or any of Licensee’s rights or obligations hereunder without the prior written consent of Licensor, which consent may be granted or withheld by Licensor in Licensor’s sole discretion.  Any attempted sale, assignment, sublicense, pledge, transfer or encumbrance without such consent shall be void and upon demand by Licensor shall be formally rescinded and, upon any breach of this Section 14(a), Licensor may declare a default hereunder and be entitled to all remedies provided for in Section 12.  A transfer of fifty percent (50%) or greater interest (whether stock, partnership interest or otherwise) of Licensee, if Licensee is a business entity, shall be deemed to be an assignment of this Agreement, whether such transfer occurs in one transaction or in any series of transactions.

(b)  Licensor shall have the right to transfer, assign, and convey in whole or in part its interest in the Casita and any and all of its rights under this Agreement.  If (i) Licensor fully assigns its rights and delegates its duties hereunder, and (ii) the assignee assumes Licensor’s obligations hereunder, Licensor thereby shall be released from any further obligations hereunder and Licensee shall look solely to such assignee for performance of such obligations hereunder as arise thereafter.  Licensor may mortgage, pledge, assign, or convey a security title or security interest in, or otherwise encumber the Casita and this Agreement as security for financing or refinancing the construction and operation of the Stadium, Casita or for other purposes of Licensor.  In such event, this Agreement and the rights and interests of Licensee hereunder shall be subordinate thereto.  Notwithstanding the foregoing, Licensee shall attorn all rights and interests under this Agreement to any such mortgagee, pledgee, assignee, grantee, creditor or lien holder if the same shall agree in writing to recognize the rights of Licensee hereunder in the event of the foreclosure or enforcement of such encumbrance, and in such event if Licensee is not then in default in the performance of Licensee’s obligations under this Agreement, then the rights of Licensee under this Agreement shall not be impaired.  If Licensor mortgages, pledges, assigns or conveys a security title or security interest in, or otherwise encumbers the Casita and this Agreement, mortgagor, pledgor, assignee or holder of the security interest may request Licensee’s authorization to conduct a credit check of Licensee.  Without limitation of the foregoing rights of Licensor, Licensor shall have the full right and power to establish a single purpose entity for securitization or refinancing of Stadium revenues, and to direct that all License Fees be paid to such entity or to a lock box or trustee account designated by Licensor.

(c)  This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.

(d)  This Agreement shall be governed and construed in accordance with the laws of the State of Arizona (without giving effect to any choice of law rules which would result in the application of the laws of any other jurisdiction).  Licensee, for itself and its Guests, hereby irrevocably and unconditionally (i) agrees that the state or federal courts in Maricopa County, Arizona (the “Designated Courts”) shall have exclusive jurisdiction to adjudicate any action, suit or other proceeding brought in connection with or related to this Agreement and agrees not to commence any such action, suit or other proceeding except in a Designated Court and (ii) waives, to the fullest extent permitted under applicable law, any objection or defense which Licensee or any Guest may now or hereafter have relating to the selection of a Designated Court as the venue for any such suit, action or proceeding.

(e)  No amendment or modification to this Agreement shall be effective unless in writing and signed by both Licensor and Licensee.

(f)  Licensee shall promptly notify Licensor of any change in Licensee’s contact information set forth on the Order.

(g)  Any notice required hereunder shall be in writing and shall be either hand delivered, sent by registered or certified mail, return receipt requested, or by nationally recognized overnight courier service, addressed to the intended recipient at the address stated on the Order attached to this Agreement (if to Licensee) or in the next sentence (if to Licensor), or to such other address of which notice has been given in accordance with this Agreement.  Notices to Licensor shall be addressed as follows:  New Cardinals Stadium, LLC, 8701 South Hardy Drive, Tempe, AZ 85284, Attention:  General Counsel.  Notices under this Agreement shall be effective and deemed received on the date of personal delivery if hand delivered; on the date of actual delivery if sent by registered or certified mail, return receipt requested (as evidenced by the return receipt signed by a representative of the recipient); or on the day after transmission if sent by overnight courier service (as evidenced by the shipping invoice signed by a representative of the recipient).  This paragraph shall not apply to Licensor’s right, to exclude or remove from the Stadium or Casita any individual who refuses to comply with, or after a request to desist such individual continues to breach, any provision of this Agreement or the Stadium Rules.

(h)  Licensor shall not be liable to Licensee for any violation of this Agreement by any other users of the Casita or their guests.

(i)  Licensee hereby acknowledges and agrees that Licensor has the right to change Licensee’s assigned Casita at any time to a different Casita.  In such event, Licensor will use commercially reasonable efforts to ensure Licensee receives comparable seating.

(j)  If Licensee is anything other than a sole individual, then concurrent with the execution of this Agreement, and from time to time thereafter as necessary, Licensee shall appoint a sole individual as the person with the responsibility and authority to make decisions and exercise options on behalf of Licensee (which shall be the individual designated as “Contact” on the Order to which this Agreement is attached until Licensor is otherwise notified in writing in accordance with this Agreement), and shall notify Licensor in writing of such appointment.

(k)  If the named Licensee herein is composed of more than one person, or is a partnership or joint venture, the respective individuals, partners or joint venturers shall be jointly and severally liable for Licensee’s obligations hereunder, whether or not the individual partners or joint venturers are signatories to this Agreement.

(l)  Licensee represents and warrants as follows:  (i) Licensee is not entering into this Agreement as an investment and has no expectation of profit as Licensee hereunder; (ii) Licensee is entering into this Agreement solely for the right to license the Casita in accordance with the terms of this Agreement; (iii) Licensee is entering into this Agreement for Licensee’s own use and enjoyment of the rights provided hereunder and not with a view to the distribution, transfer or resale of Licensee’s rights under this Agreement to others; and (iv) Licensee understands that entry into this Agreement does not confer upon Licensee any equity, voting or other ownership interest in the Licensor, the Arizona Cardinals, the Authority, any Event Sponsor, the Stadium or any of its facilities or any other person, entity or property.  If Licensee is a corporation, limited liability company or partnership, each individual executing this Agreement on behalf of said corporation, limited liability company or partnership represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of said corporation, limited liability company or partnership, and that this Agreement is binding upon said corporation, limited liability company or partnership in accordance with its terms.

(m)  Licensee represents that it has not dealt with any real estate or other broker, salesperson, or agent (collectively, “Broker”) in connection with this Agreement.  Licensee shall indemnify Licensor and hold Licensor harmless from all costs and liabilities including but not limited to attorney’s fees and court costs arising from any fees claimed by any Broker by reason of any act or alleged act of Licensee.

(n)  This Agreement contains the entire agreement of the parties with respect to the matters provided for herein, and shall supersede any written instrument or oral agreement previously made or entered into by the parties hereto.

(o)  Licensor shall be excused from the performance of any obligation of Licensor hereunder during and for so long as Licensor’s performance is prevented by Act of God, weather conditions, war or other national emergency, any civil disturbance, strike, lockout, work stoppage or other labor disturbance, unavailability of materials or transportation facilities, or the orders or directives of any court or government agency.

(p)  Licensee understands and acknowledges that Licensor makes no warranties, guaranties or representations that any events, other than the applicable Event, will be held at the Stadium, and Licensee understands and acknowledges that the presentation of such other events is in no way part of the consideration for Licensee’s execution of this Agreement.

(q)  If any provision of this Agreement is determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision hereof.

(r)  Licensee hereby authorizes Licensor to make or perform, or to cause to be made or performed, such credit checks (of public records or otherwise) on Licensee or the principals of Licensee as Licensor may deem desirable.  The expenses of any such credit checks shall be borne by Licensor.

(s)  Licensor may from time to time improve, alter, expand or enlarge the Stadium.

(t)  Licensee acknowledges that although the Authority, the Stadium Manager and the other Indemnitees are not parties to this Agreement, each of the Authority, the Stadium Manager and the other Indemnitees is an intended third party beneficiary hereof and will directly and/or indirectly realize certain benefits from this Agreement.

15. Access to Casita Garden Club. Licensor hereby grants to Licensee during the Casita Garden Club Use Period (as defined below) the non-exclusive access to and use of the Casita Garden Club located in the Stadium (the “Casita Garden Club”).  During the Casita Garden Club Use Period, Licensee shall have the right to access and use the Casita Garden Club together with each holder of a Casita Ticket licensed to Licensee under this Agreement for the applicable Event (each of whom shall be deemed to be a Guest of Licensee).  The “Casita Garden Club Use Period” means, with respect to each Event, the period during which the Casita Garden Club is open for operation in connection with such Event.  Licensee shall have no rights with respect to the Casita Garden Club at any other time.  The indemnification provisions set forth in Section 11 above shall apply to all use of the Casita Garden Club and shall survive the expiration or termination of this Agreement.
16. Definitions. (a)  “Arizona Cardinals” means Arizona Cardinals Football Club LLC and its successors and assigns, including any successor owner of the Arizona Cardinals NFL franchise.

(b)  “Casita” means the Casita identified on the Order to which these Single Event Terms and Conditions are attached.

(c)  “Common Areas” means all areas of the Stadium made available to the general public, including the concourses through which access to the Casita is provided.  It will also include all other additional spaces which Licensor may make available to the general public.

(d)  “Event” means and refers to those event(s) set forth in the Order.

(e)  “Event Sponsor” means the person or entity to whom Licensor has granted the right to conduct an event within the Stadium, except where such event is exclusively and directly sponsored by Licensor, in which case Licensor shall be the Event Sponsor.

(f)  “Event Use” shall have the meaning specified in Section 1 of this Agreement.

(g)  “License Fee” means the total fee set forth on the Order Summary to which these Single Event Terms and Conditions are attached.

(h)  “Licensor” means New Cardinals Stadium, LLC and its successors and assigns, including any successor to Licensor’s rights to the Stadium.

(i)  “Order” and “Orders” mean and refer to those event order(s) authorized by Licensee for the occupancy and use of the Casita.

(j)  “Stadium” means State Farm Stadium.

(k)  “Stadium Manager” means the facility management company engaged by the Authority from time to time to manage the Stadium.

(l)  “Stadium Rules” means all other terms and conditions, rules, regulations, and policies, including modifications, which may be adopted or administered by Licensor, the Authority, the Stadium Manager or any Event Sponsor from time to time.

(m)  “Ticket” means the certificate, license, badge or other indicia by which admission to Stadium Events is permitted and controlled.