Purchase Agreement

This Suite License Agreement (“Agreement”) is made and entered into by and between DLI Properties, L.L.C. (“DLI”), a Michigan limited liability company, and suite purchaser (“Licensee”).

1. Grant of License. Subject to the terms and conditions set forth in this Agreement, DLI hereby grants Licensee the privilege and right to the use of the suite located at Ford Field in Detroit, MI (“Stadium”) described in this Agreement and applicable purchase order (“Suite”) for the specified event (“Event”) during the scheduled time it is held at Ford Field in Detroit, Michigan (“Ford Field”).
2. License Fee. In consideration for the license granted by DLI to Licensee under this Agreement, Licensee will pay to pay DLI the designated fee (the “License Fee”), which fee includes access to the Suite, the number of specified Event tickets for seating in the Suite, and such other amenities, if any, set forth in this Agreement or applicable purchase order. The License Fee must be paid in full upon the specified due date(s). All payments are non-refundable except as expressly set forth herein. All returned checks will be subject to a $50.00 return check fee.
3. Food and Beverages. The License Fee only includes food and beverage if specified in this Agreement or applicable purchase order. Licensee is responsible for purchasing any additional food and beverage from DLI’s exclusive concessionaire (“Concessionaire”) in accordance with Concessionaire’s policies and procedures. Licensee shall promptly pay all food and beverage charges incurred by Licensee, including applicable taxes. No food or beverages other than those purchased from Concessionaire may be brought into, prepared, or consumed in the Suite.
4. Obligations of Licensee. Licensee covenants and agrees as follows:
1. Licensee is responsible for the actions of Licensee and Licensee’s guests, invitees, occupants, and any other individuals accessing the Suite during the Event (“Invitees”).
2. Licensee shall keep and maintain the Suite in good repair, order, and condition at all times. Upon the expiration or upon the earlier termination of this Agreement, Licensee shall surrender possession of the Suite to DLI in the condition in which it was originally delivered to Licensee, except for normal wear and tear. Licensee shall reimburse DLI for the repair of any damage, additional repairs, additional maintenance, replacements, or extra cleaning related to use of the Suite by Licensee or Invitees.
3. Suite tickets are a revocable license. Only individuals properly holding tickets designated tickets for the Suite will be admitted and once a ticket to the Suite is used for admission to the Suite, such ticket shall be personal to the person admitted and shall not be sold, given, or transferred to anyone else for subsequent admission. Licensee and Invitees shall be bound by and shall observe the terms and conditions upon which tickets for admission to Ford Field have been issued including, without limitation, any policy adopted by the issuer of such tickets with respect to the cancellation or postponement of the Event and access to suites in general, such as credentials or wristbands.
4. Licensee and Invitees shall at all times maintain proper decorum and behave safely and without disruption while at the Ford Field and while using the Suite. Licensee and Invitees will not cause individuals or objects to be hung, thrown or dropped from the Suite. Licensee and Invitees shall abide by all applicable laws, rules and regulations. Without limiting DLI’s other rights and remedies or Licensee’s obligations or liabilities, Licensee and Invitees shall be subject to ejection from the Suite and/or Ford Field without refund for failing to abide by the foregoing requirements as reasonably determined by DLI.
5. Licensee and Invitees shall not film, record, stream, broadcast, or otherwise transmit all or any portion of the Event, or any description or play-by-play thereof, by any means (including without limitation radio or television broadcasting, whether broadcast “live” or by means of film or tape).
6. Licensee and Invitees shall not attach in any fashion or otherwise display any signs, banners, notices, or advertisements on the exterior or the interior of the Suite, other than those provided by or approved in advance by DLI.
7. Licensee and its invitees shall not sell or offer for sale any services or products from the Suite. For the avoidance of doubt, any use of tickets to the Suite as prizes in a raffle, drawing or similar promotion are prohibited without the prior written consent of DLI.
5. Force Majeure, Alternative Suites.
1. DLI shall not be responsible to Licensee and/or any Invitee, through a refund of payment or otherwise, for the cancellation or non-performance of the Event or for the inability of Licensee and/or any occupant to use the Suite due to any cause or circumstances beyond DLI’s control, including, but not limited to, civil unrest, inability to procure materials, failure of electrical power or other utilities, cancellations by participants, attendance limitations or other restrictive governmental laws or regulations in effect on the date of the Event, whether enacted or promulgated prior to or subsequent to the date of this Agreement, pandemics or other health emergencies, riots, insurrections, wars, or any other casualty, unforeseen circumstance, or occurrence. Licensee hereby waives any claim for damages or compensation should any of the foregoing occur. Without limiting the foregoing, DLI shall not be responsible for any termination or interruption of any Event resulting from the receipt of threats or information relating to imminent danger to Ford Field or parts thereof and/or its occupants which is reported as about to be caused by explosives, inflammables or otherwise.
2. Notwithstanding anything in Section 7(a) to the contrary, if the Event is cancelled and not rescheduled to another date or if the Event is held but Licensee is not permitted to occupy the Suite due to public attendance limitations imposed by any governmental authority or guidelines applicable to the Event, Licensee shall receive a full refund (or at Licensee’s option a credit against a suite license for a future event) of the License Fee paid. Refunds shall be processed promptly following the date upon which the NFL or event promoter announces that the Event will not be held or rescheduled in the same manner of payment and to the same account as originally paid.
3. Without limiting the foregoing, DLI may, in its discretion and for any reason, elect to move Licensee from the Licensed Suite to a comparable replacement suite for the Event, in which case, the replacement suite shall be considered the Licensed Suite for purposes of this Agreement.
6. Access by DLI and Owner. DLI and its affiliates, agents, and employees of shall have access to the Suite to the extent deemed necessary (a) for the performance of DLI’s obligations hereunder and for any and all purposes related thereto, (b) to investigate any suspected violations of the terms and conditions of the Agreement, or (c) otherwise in connection with operation of Ford Field. Licensee shall not interfere with DLI’s right of access. In connection with any entry of the Suite pursuant to this Section 12, DLI shall use reasonable efforts to minimize interference with Licensee’s use of the Suite for the uses permitted by this Agreement.
7. Disclaimer & Indemnity. The Detroit/Wayne County Stadium Authority, the owner of Ford Field, and its sublessees (including Wayne County and the City of Detroit Downtown Development Authority), agents and employees (collectively, the “Owner”), DLI, The Detroit Lions, Inc. (“Lions”), their affiliates, and their respective contractors (together with the Owner, the “Released Parties”), shall not be liable or responsible for any loss, damage, or injury to any person or to any property of Licensee or Licensee’s invitees in or upon the Suite or Ford Field, resulting from any cause whatsoever, including but not limited to theft and vandalism, unless due to the gross negligence or the willful misconduct of the Released Parties. In addition, Licensee agrees to defend, indemnify and hold the Released Parties harmless 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 or upon the Suite or the Ford Field in connection with Licensee’s use or occupancy of the Suite or due to any contravention of the provisions of this Agreement or of any applicable laws, rules, regulations or order of any governmental agency having appropriate jurisdiction over any actions or negligence of Licensee.
8. No Subleasing; No Sale of Tickets. Licensee shall not sell, assign, sublease, pledge or otherwise transfer or encumber this Agreement, or any of Licensee’s rights and obligations hereunder, without the prior written consent of DLI, which consent DLI may withhold in its sole and absolute discretion. Neither Licensee nor any person to whom Licensee distributes any tickets or parking passes issued under this Agreement shall resell or permit the resale of such tickets or parking passes. Any attempted sale, raffle, assignment (promotional or otherwise), sublease, pledge, transfer, or encumbrance in contravention of the foregoing shall be null and void and of no effect. DLI shall have the right to demand and receive any profits made by Licensee by reason of any assignment, transfer, or sublease to which DLI has not consented. Neither Licensee nor any distributee of any tickets or parking passes under this Agreement shall be permitted to sell, barter, or raffle such tickets or parking passes.
9. No Setoffs. Except as otherwise expressly set forth in this Agreement, the obligation of Licensee to pay the annual Suite Premium, food and beverage charges, the price of any tickets or other sums due under this Agreement or in connection with the rights and privileges granted hereby, are independent of the liabilities or obligations of DLI hereunder. Licensee shall make all such payments due to DLI without any deductions, setoff, or counterclaims against such payments on account of any breach or default by or claims against DLI under this Agreement or otherwise or on account of any claims against or default by any concessionaire or any other party.
10. Miscellaneous. This Agreement shall be construed and enforced in accordance with the laws of the State of Michigan. If any provisions of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected, but shall continue to be valid and enforceable to the fullest extent permitted by law. This Agreement contains the entire agreement of the parties with respect to the matters provided for herein, and shall supersede any and all prior agreements, understandings, representations and statements, oral or written. No amendment or modification to this Agreement shall be effective unless the same is in writing and signed by both DLI and Licensee. This Agreement, and all the terms and provisions hereof, shall inure to the benefit of and be binding upon the parties hereto, and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns. The nature of interest granted herein is a license only. This license granted hereunder will not be coupled with an interest in the Suite or Ford Field. The parties intend that no tenancy, leasehold estate, easement or interest other than a license be created hereby. Licensee shall be responsible for all attorneys’ fees and costs incurred by DLI in the enforcement of this Agreement whether or not litigation is actually commenced and including any appellate proceedings. LICENSEE HEREBY WAIVES TRIAL BY JURY. The person executing this Agreement represents and warrants that he or she is authorized to enter into this Agreement on behalf of themselves or such entity and that this Agreement is binding upon themselves (or the entity) in accordance with its terms.