Purchase Agreement

Mechanics Bank Arena Agreement

Last Updated: July 17, 2023

These Terms and Conditions are hereby incorporated into the attached Event Invoice and together create a license agreement (this “License”) between Licensee (as identified on the Event Invoice) (“Licensee”) and AEG MANAGEMENT BAKERSFIELD, LLC., a Delaware limited liability company (“Arena Manager”). Upon purchase of the tickets for the event and license for the Premium Area identified on the Event Invoice (the “Premium Area”) in Mechanics Bank Arena (the “Arena”), Licensee hereby acknowledges having read and accepts and agrees to these Terms and Conditions:

  1. License: Arena Manager hereby licenses to Licensee the right to access and use the Premium Area for the event(s) and date(s) identified on the Event Invoice (the “Event”) for the sole purpose of attending and watching the Licensee may not allow into the Premium Area more than the maximum number of guests stated on the Event Invoice and each guest must have a ticket for admission to the Event.
  2. Fees:Licensee will pay Arena Manager the amount stated on the Event Invoice on the due date listed on the Event Invoice (the “License Fee”).
  3. Refunds: There will be no refund, credit, or replacement tickets offered or issued to Licensee, except in the case that the Event does not occur on the date scheduled because of Force Majeure (as defined in Section 10 below) and either (a) Licensee is unable to use the entire Premium Area for the rescheduled Event or (b) the Event is not rescheduled.
  4. Tickets: Only persons with tickets for the Premium Area may be in the Premium Area at any time. The use of the Premium Area by Licensee and its guests is subject to the terms and conditions related to tickets for an Event, as printed on or accompanying each ticket or posted on the website of Arena or Arena Manager. Licensee shall itself and shall always cause its guests to (a) maintain proper behavior while using the Premium Area; and (b) observe all rules and regulations established from time to time by the Arena, the Arena Manager, or its Food Service Provider (the “FSP”) related to the Premium Area. Notwithstanding anything in this License to the contrary, Arena and Arena Manager reserve the right to remove any person from the Premium Area and/or the Arena at any time in its discretion.
  5. No Transfer or Resale: Licensee shall not sell, re-sell, sub-license, assign or transfer any right or interest in the tickets to the Premium Area or the License to any third part(ies)(each, a “Transfer”), without obtaining the prior written consent of Arena Manager. Neither the Premium Area nor any ticket may be used in any sweepstakes, contest, give-away or for advertising or promotional purposes without the prior written consent of Arena Manager. Any purported Transfer in breach of this provision will be void and will constitute a default of the License. Upon any breach of the foregoing, in addition to any other rights and remedies, Arena Manager may revoke and cancel the License and cancel the tickets to the Premium Area without compensation or other liability.
  6. Food and Beverage: All food and beverage consumed within the Premium Area must be exclusively provided by the food and beverage provider (the “FBP”) designated by the Arena from time to time. Licensee must settle its account with the FBP at the end of each Event in compliance with the FBP policies. The Arena and the FBP retain the right, at their discretion, to limit, refuse to serve, and prohibit the consumption of alcoholic beverages within the Premium Area or anywhere else in or around the Arena at any time, with or without reason. Neither the Arena nor the Arena Manager are responsible for any food and beverage products or services provided and Licensee waives any claim against the Indemnified Parties (as described below in section 7) for any damages or injury related to any act, error or omission by the FBP inside the Premium Area or the Arena; however, the FBP shall be excluded from the definition of Indemnified Parties solely for the purposes of the foregoing waiver to the extent that such damage or injury is caused by the sole negligence or willful misconduct of the FBP. Subject to the obligations of the FBP, Licensee shall be responsible for the consumption of alcoholic beverages in the Premium Area during the Event and shall ensure there is no consumption or service to any minors or visibly intoxicated persons. The sales and service of alcoholic beverages in any Premium Area may be prohibited if Licensee or its guests engage in inappropriate behavior, as determined by the FBP, the Arena Manager or the Arena.
  7. Sponsorship, Signs and Banners, Intellectual Property: Licensee may not, without the prior written consent of Arena Manager, which may be granted, conditioned or withheld in the sole and absolute discretion of Arena Manager: (a) permit the License or related tickets to be sponsored by or otherwise identified with any third party; (b) place or allow any signs, banners or other displays in or near the Premium Area or Arena, whether within or outside of the Premium Area; or (c) use or permit the use of, in connection with the Event, by Licensee or its guests or otherwise whatsoever, the name, logos, trade names, trademarks, service marks, domain names, designs, logos, mascots, characters, identification, symbols or other proprietary designs of the Arena or any of its users or the Arena Manager, whether in Event advertising, invitations, publicity or promotional materials, press releases, flyers, handbills, radio and television announcements or otherwise whatsoever (other than the use of the Arena name and its address as the location of the Event).
  8. Damage and Indemnification: Licensee will not alter, modify, or change any part of the Premium Area. No cans or bottles may be removed from the Premium Area at any time or used in any way in any other part of the Arena. Except for ordinary wear and tear, Licensee will reimburse the Arena and Arena Manager (as applicable) for the repair of any damage caused to the Premium Area or to other property of the Arena, Arena Manager or FBP (as applicable) caused by any act, error, or omission of Licensee or any of its guests. The Arena, Arena Manager and FBP shall not be liable for any loss, damage or injury to any person or property of Licensee or its guests in or upon the Premium Area, including but not limited to theft or vandalism, except to the extent caused by the sole negligence or willful misconduct of an Indemnified Party (as defined below). Licensee, for itself and its guests, assumes all risks and dangers incidental to the use of the Premium Area and to attending the Event. Licensee will indemnify, defend and hold harmless the Arena, Arena Manager, the City of Bakersfield, CA and FBP (collectively, the “Indemnified Parties”) from and against each and every claim, liability, loss, cost and expense, including reasonable attorney’s fees and court costs, related in any way to the use of the Premium Area by Licensee or its guests and for any act, error or failure to act by Licensee or its guests related to this License or the Premium Area including the consumption of alcoholic beverages. In any case in which the claimant is a person directly or indirectly employed by Licensee or anyone for whose acts Licensee may be liable, the indemnification and defense obligations in this section shall not be limited in any way by any workers’ compensation law or by any limitation on the amount or type of damages, compensation or benefits payable by or for Licensee under workers’ compensation laws, disability benefit acts or other employment benefit Licensee hereby acknowledges and agrees that the Indemnified Parties shall be express third-party beneficiaries with respect to Sections 6, 7, 8, 9 and 10 of this License.
  9. Limitation of Damages: Notwithstanding anything contained herein to the contrary, in the event of any claim by Licensee against any Indemnified Party related to this License or the services rendered by an Indemnified Party pursuant to this License, the liability of the Indemnified Party to Licensee shall be limited to the actual, direct damages, if any, incurred by Licensee in all cases regardless of the basis upon which liability is In no event shall any Indemnified Party be liable to Licensee for any lost profits or opportunity (regardless of whether an Indemnified Party is advised of same), consequential, special, indirect or punitive damages.
  10. Miscellaneous: This License shall be governed by California law (except that the following arbitration clause shall be governed by the Federal Arbitration Act) and any dispute, claim or cause of action arising out of or in any way related to this License shall be settled by confidential, mandatory, final and binding arbitration held in California and administered by the American Arbitration Association under its Commercial Arbitration Rules (including the Consumer Arbitration Rules if applicable). Any and all claims shall be arbitrated on an individual basis only and shall not be arbitrated as a representative member of a putative class or in a private Attorney General capacity or consolidated or joined with or in any arbitration or other proceeding involving a claim of any other party. LICENSEE AND ARENA MANAGER EACH HEREBY WAIVES ANY AND ALL RIGHTS TO A JURY This License may not be amended except in a writing signed by both parties. The Indemnified Parties shall not be liable for any losses or damages of any kind resulting from their respective non-fulfillment of any terms or conditions of this License caused by fire, flood, an act of God, war, lockout, strike or other work stoppage, picketing, loss of power, burst pipes, pandemic, epidemic, law or any other cause that is beyond an Indemnified Parties’ reasonable control (each, a “Force Majeure”); provided the foregoing shall in no event relieve Licensee of its obligation to pay the License Fee.