Purchase Agreement

MILWAUKEE BREWERS SINGLE EVENT X-GOLF SUITE LICENSE AGREEMENT

1. The Suite. Licensor grants Licensee the exclusive privilege and right to use, subject to the terms and conditions hereof, the Suite identified in the order summary (the “Suite”), which is located inside American Family Field (the “Ballpark”). The Suite is comprised of a semi-private box with no less than eight (8) luxury recliners, four (4) bar stools facing the playing area and a golf simulator behind the reserved seating.
2. License Fee. In consideration of access to and use of the Suite by Licensee for the Suite Date, Licensee shall pay to Licensor a license fee in the total amount included in the order summary (the “License Fee”), to be paid to Licensor not less than thirty (30) days prior to the Suite Date.
3. Admission Tickets. The License Fee includes the number of Suite admission tickets referenced in the order summary for use by Licensee and its guests on the Suite Date (the “Suite Tickets”). In addition to the Suite Tickets provided to Licensee as part of this Agreement, Licensor may allow Licensee to purchase additional Suite Tickets for the Suite Date at a pre-set per ticket rate listed in the order summary. In the event that any applicable law, rule, regulation or health guideline restricts the number of guests permitted in the Suite on the Suite Date, Licensor shall notify Licensee of such capacity reduction, and Licensor may permit Licensee to access to the Suite at the reduced capacity. Within forty-eight (48) hours of receiving Licensor’s notice, Licensee may elect to receive an account credit for all License Fee amounts (including any additional Suite Ticket amounts) paid, which Licensee may use for a Suite rental for an alternative Licensor event at the Ballpark during 2025 or 2026. Such rental shall be subject to availability and to the terms and conditions of this Agreement. If Licensee does not make such election within forty-eight (48) hours, Licensee shall receive use of the Suite on the Suite Date (subject to the capacity reduction) and the value of the unavailable Suite Tickets will be reimbursed to Licensee’s account, unless otherwise agreed by Licensor and Licensee. Licensor shall deliver all Suite Tickets digitally via the MLB Ballpark App to the email address on file.
4. Term of Agreement. Licensee’s right to use the Suite shall begin at such time as the Suite may open prior to first pitch of the game or on the event date (the “Suite Date”) and shall terminate at the conclusion of the event on the Suite Date. Licensee and its guests shall be entitled to use the Suite on the Suite Date only. Access to the Suite shall be controlled by, and shall require each person using the Suite to present an admission ticket thereto. Licensee shall have the right to enter the Suite from the time Ballpark gates are open to the general public and shall vacate the Suite at the conclusion of the event. Licensee and its guests shall be bound by and observe the terms and conditions upon which admission tickets to the Ballpark are issued by Licensor, including, without limitation, the policy adopted by the issuer of such tickets with respect to the cancellation or postponement of the event to which such tickets pertain.
5. Parking. Licensee shall receive the number of parking passes referenced in the order summary for the Suite Date, located in the immediate vicinity of the Ballpark. The cost of the parking spaces is included in the License Fee. Licensee may purchase additional parking passes at a pre-set rate listed in the order summary.
6. Food and Beverage Services. Licensee shall receive a catering package, which will include ballpark fare food for twenty (20) people. Beverage package will include unlimited fountain soda, water, iced tea and two (2) tickets per ticketed guest, good for any beer or house wine. All food and beverage package orders will be delivered to the Suite at the agreed upon time set forth between Licensee and Delaware North Sportservice. Rental food and beverage packages are set packages, no substitutions may be made to the food items contained and serving portions will not be increased if additional tickets are purchased. Additional menu items may be added in advance by contacting Delaware North Sportservice at [email protected]. All items must be added in accordance with Delaware North’s ordering deadlines. Menu additions on the Suite Date can be placed with cash or credit card payment only (credit card must be available to provide to suite attendant at the time the order is placed). Licensee agrees to pay on a timely basis all charges and expenses, including any applicable taxes, for catering incurred by Licensee in connection with Licensee’s use of the Suite. If requested by Licensor, Licensee shall establish accounts directly with such caterer. Licensee shall be solely responsible for all such payments. No food or beverages other than those purchased from such caterer of the Suite may be brought into or prepared or consumed in the Suite. In the event such outside food or beverage items are discovered within the Suite, they will be collected and disposed of. UNDER NO CIRCUMSTANCES SHALL LICENSEE, NOR ITS INVITEES OR GUESTS, BE PERMITTED TO CARRY FOOD, ALCOHOL OR OTHER BEVERAGES OUT OF THE SUITE AT THE CONCLUSION OF ANY GAME AND/OR EVENT.
7. Cancellation Policy. IN EXCHANGE FOR THE RIGHT AND PRIVILEGE OF RESERVING A BALLPARK LUXURY SUITE AND THE TIME AND EFFORTS OF THE LICENSOR IN MAKING SUCH SUITE AVAILABLE TO LICENSEE, IN THE EVENT THIS AGREEMENT IS CANCELLED BY LICENSEE AT ANY TIME, LICENSEE ACKNOWLEDGES AND AGREES THAT IT WILL NOT BE REIMBURSED FOR ANY AMOUNTS PREVIOUSLY PAID TO LICENSOR, AND THAT LICENSEE SHALL REMAIN FULLY LIABLE AND RESPONSIBLE FOR PAYING THE LICENSE FEE IN WHOLE, AS SET FORTH HEREIN, SUBJECT TO LICENSEE’S RIGHTS AS SET FORTH HEREIN.
8. Terms of Use.
   1. Access by Licensor. Licensor and its officers, agents, employees, licensees, and representatives shall be entitled to have access to the Suite on such occasions and to such extent as Licensor, in its sole and absolute discretion, shall deem necessary or appropriate for the proper performance of the duties and obligations required or contemplated to be performed and be observed by Licensor hereunder. For such purposes, Licensor shall retain a key to the Suite, and Licensee shall not change the lock or place any additional locks on, or otherwise restrict or impede Licensor’s access to, the Suite.
   2. Decor and Alterations. In order to maintain the basic Ballpark color scheme and uniform Suite design and aesthetics, Licensee shall not make any additions to, or changes or alterations in, the interior or exterior of the Suite, or the fixtures, furnishings, and equipment, or the decor thereof, and shall not, under any conditions, post any advertising or other information in or around the Suite. Temporary decorations, such as streamers and celebratory banners, must be approved in advance by Licensor.
   3. Maintenance. Licensee shall keep and maintain the Suite in good order and condition, normal wear and tear excepted, and shall be solely responsible for reimbursing Licensor for (a) any and all reasonable costs incurred to repair any damage caused by Licensee or its invitees or guests to the Suite, or the property of Licensor therein, such that the Suite and its contents are returned to their original condition; and (b) any and all costs incurred as a result of the removal or loss from the Suite of any personal property supplied by or otherwise the property of the Licensor. In the event Licensor is required to repair, replace, or otherwise expend costs with respect to the Suite or its contents pursuant to this Paragraph 4, Licensor shall notify Licensee of such, and shall provide Licensee with an invoice setting forth the total amounts expended to complete such work. Licensee acknowledges and agrees that it shall be responsible for paying such total invoiced amounts within fourteen (14) days of receipt of the relevant invoice.
   4. Compliance with Laws and Rules. Licensee and its guests shall at all times maintain proper decorum while using the Suite and shall comply with all present and future laws, ordinances, orders, rules, regulations and public-health guidelines of all duly constituted governmental authorities (including, without limitation, those relating to COVID-19), and will not suffer or permit any use or manner of use in violation thereof. Licensee and its guests shall abide by and observe reasonable rules and regulations established from time to time by Licensor pertaining to the access to, and use and occupancy of, the Suite. In the event Licensee or any of its guests create a disturbance, cause objects to be thrown or dropped from the Suite or otherwise violate the Rules and Regulations, or adversely affect the health, safety, or welfare of the players, Ballpark personnel, or other patrons or invitees at the Ballpark, 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 Ballpark, in addition to any other appropriate actions or remedies available to the Licensor.
   5. Surrender of Suite. Subject to Paragraph 8.c. (Maintenance) hereof, Licensee shall surrender possession of the Suite to Licensor in the same condition as when initially occupied by Licensee, normal wear and tear excepted.
   6. No Advertising. Licensee acknowledges and agrees that neither it nor its invitees or guests shall attach in any fashion or otherwise display any signs, notices or advertisements on the exterior or interior of the Suite other than those first approved in writing by Licensor, which approval may be withheld in Licensor’s sole discretion.
   7. Default, Remedies. Subject to Licensee’s right to cure as hereafter provided, if Licensee fails to pay to Licensor any installment of the License Fee, or otherwise defaults in the performance of any of the terms, covenants and conditions of this Agreement, Licensee shall be in default hereunder and Licensor shall have the right to terminate this Agreement and all of Licensee’s rights hereunder by giving Licensee ten (10) days’ written notice with respect to any installment of the License Fee or other monetary obligation, or thirty (30) days’ written notice with respect to any non-monetary default, during which ten (10)-day period or thirty (30)-day period, as the case may be, Licensee shall have the right to cure any such default. In the event of any such default that has not been fully cured by Licensee within the applicable cure period set forth above, Licensor may, at its option: (i) withhold distribution of Suite Tickets or, if Suite Tickets for any such event have already been distributed to Licensee, lock the Suite and deny Licensee access to the Suite; or (ii) terminate this Agreement and all of Licensee’s rights under this Agreement, at which time Licensor will have the right to revoke any Suite Tickets previously issued to Licensee and remove any personal property of Licensee from the Suite, notwithstanding Licensor’s prior distribution of Suite Tickets to Licensee. In the event of such a default, all payments previously made by Licensee will remain the property of Licensor, and termination of this Agreement will not affect Licensee’s obligation to make all Licensee Fee payments coming due after the date of termination.
   8. Guarantee. To induce Licensor to enter into this Agreement, Licensee does hereby absolutely and unconditionally guarantee for the benefit of Licensor the full and prompt payment, as and when due, of any and all payment obligations of Licensee under this Agreement (the “Obligations”), together with any and all expenses incurred by Licensor in enforcing its rights under this Paragraph 10, including reasonable attorneys’ fees. This is a guarantee of payment, and not of collection. If all or any part of the Obligations are not paid as and when due, Licensee hereby guarantees that it will pay the same (free and clear of any taxes, levies, imposts, duties, charges, fees or withholdings, and without setoff or counterclaim) to Licensor, upon demand, and Licensor need not first proceed to preserve, utilize, or exhaust any other right or remedy against Licensee that Licensor may have to obtain payment. Licensee hereby unconditionally waives presentment, notice of dishonor, protest, demand for payment and all notices of any kind, including notice of acceptance hereof. This is a continuing guarantee and shall continue in effect (and survive any termination of this Agreement) until all of the Obligations and all obligations of Licensee under this Paragraph 10 have been paid in full and such payments are not subject to any right of recovery.
   9. Unavailability of Suite; Cancellation of Events. If the Suite and/or the Ballpark is damaged or destroyed; any governmental authority or Major League Baseball precludes fan attendance at the game or event, or in the Suite on the Suite Date; or some other event beyond the reasonable control of Licensor occurs such that the Suite is unusable for the viewing of the event, this Paragraph shall apply. In the event there is damage to or destruction of the Suite, Licensor shall offer Licensee use of a comparable suite for the Suite Date, subject to availability. If there is no comparable Suite available, Licensee is entitled to a full refund of amounts paid for the License Fee and subsequent service charges, which refund will be reimbursed to Licensee’s account, unless otherwise agreed by Licensor and Licensee. Licensor reserves the right to make repairs or alterations to the Suite or to any part of the Ballpark when and where it may deem necessary. If the game or event is cancelled and rescheduled by Major League Baseball during the 2025 Regular Season (as determined in Major League Baseball’s sole discretion), Licensee may choose to: (a) receive the Suite for the make-up date or (b) receive an account credit for all License Fee amounts (including any additional Suite Ticket amounts) paid, which Licensee may use for a Suite rental for an alternative Licensor regular season home game or event at the Ballpark during 2025 or 2026. Such rental shall be subject to availability and to the terms and conditions of this Agreement. If Licensee does not notify Licensor of its election by the earlier of (i) the day before the rescheduled game or event date or (ii) thirty (30) days after the postponement announcement by Licensor, then Licensee shall receive the Suite on the make-up date. If the event is cancelled and not rescheduled, or if there is no comparable suite available for use on the Suite Date, Licensee is entitled to a full refund of amounts paid for the License Fee and subsequent service charges, which refund will be reimbursed to Licensee’s account, unless otherwise agreed by Licensor and Licensee. Licensor reserves the right to offer Licensee an alternative event space, at no additional charge and at the discretion of Licensor, or a refund in the event Licensor receives a full buy-out contract for X-Golf thirty (30) days prior to the Suite date.
   10. Assignment. This Agreement and the rights of Licensor to any payments due hereunder are fully assignable by Licensor, and Licensee shall pay any such assignee directly upon delivery of written notice of any such assignment by Licensor to Licensee. Licensee shall not assign, sell, lease, license, or otherwise transfer this Agreement or any rights hereunder, nor sell admission tickets to the Ballpark or any of Licensee’s rights and obligations hereunder, in whole or in part, unless Licensor shall have given its written consent to such assignment, sale, lease, license, or transfer, in advance, and unless Licensee shall remain primarily liable and responsible for the payments due and for the performance and observation of all the terms and provisions hereof. Licensee acknowledges that, without limiting Licensor’s discretion to not approve a transfer, under no circumstances will Licensee assign, sell, lease, license, or otherwise transfer this Agreement or admission tickets to the Ballpark or any of Licensee’s rights and obligations hereunder, in whole or in part, in return for a price or other consideration (whether in money, goods, or services) that is greater in value than the License Fee, or, with respect to admission tickets, the box office price of such admission tickets. Any attempted assignment, sale, lease, license or transfer in contravention of the foregoing shall be null and void, and, further, shall constitute a default in the performance and observation of Licensee’s duties and obligations under this Agreement.
   11. Disclaimer of Liability. Licensor shall not be liable or responsible for any loss, damage, illness or injury to any person or property whatsoever in or around the Suite or the Ballpark, resulting from any cause whatsoever, including, but not limited to, theft and vandalism, unless due to the gross negligence or willful misconduct of Licensor, its employees or agents. Licensee shall indemnify and hold Licensor harmless from and against any and all liability, losses, claims, demands, costs and expenses to which Licensor may become subject by reason of the access or use of the Suite by Licensee in contravention of the provisions of this Agreement, or the wrongful act or failure to act on the part of Licensee or its guests. Licensor and Licensee mutually agree to waive any rights of subrogation which might otherwise arise out of any loss, cost or expense covered by insurance to the extent such waiver is not prohibited by the terms of any such insurance.
   12. Miscellaneous. The Ballpark is NOT a peanut-free facility and suites cannot be cleaned/prepared to ensure that they are safe from peanuts and peanut dust. Licensor shall have no liability of any kind related to individuals with peanut allergies or peanut sensitivities that may elect to enter the Ballpark or the Ballpark suites. Licensee and its guests and invitees assume all risks and danger incidental to the game of baseball, public gatherings, and the use of the Suite, whether occurring prior to, during, or subsequent to the actual playing of the game or event, including specifically, but not exclusively, the danger of being injured by thrown bats, fragments thereof, and thrown or batted balls, and agrees that Licensor, Major League Baseball, the American League, the National League, the participating clubs, their agents, players, and other individuals are not liable for injuries resulting from such causes. This Agreement is being delivered in and shall be performed in the State of Wisconsin, and shall be construed and enforced in accordance with the laws of such state. Licensee hereby acknowledges that this Agreement is merely a license to use, and not an agreement to lease, the Suite. This Agreement does not create any property rights whatsoever on behalf of Licensee. This Agreement contains the complete agreement of the parties with respect to the matters provided for herein, and is not intended to be modified or limited in any way by any written instrument or oral agreement previously made or entered into by the parties hereto. This Agreement and all the terms and provisions hereof shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns. If any provision of this Agreement shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid or unenforceable provision were omitted. This Agreement may be executed by original facsimile, PDF, or electronic signatures and in any number of counterparts, which together shall be considered one instrument. Counterparts, signed facsimile or PDF copies, and electronically signed copies of this Agreement shall legally bind the parties to the same extent as original documents. This Agreement shall be governed in all respects by the rules and policies of Major League Baseball. During the Suite Date, Licensor may provide Licensee with giveaway or gift items.
   13. Smoking. Smoking in the Suite is strictly prohibited. In the event Licensee or any of its guests smoke in the Suite, a cleaning fee of Five Hundred Dollars ($500.00) will be billed to Licensee to cover costs of cleaning the Suite.