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Purchase Agreement

Single Event Suite License Agreement

Last Updated: October 3, 2025

  1. The Suite. This Single Event Suite License Agreement (the “Agreement”) sets forth the terms and conditions of the rights granted (the “License”) to the person or entity submitting the order summary and executing this Agreement as the licensee (the “Licensee”) by Memphis Basketball, LLC and/or Forum Management LLC (individually or collectively, the “Licensor”). Subject to the terms and conditions of this Agreement, the License granted hereby relates to a suite (the “Suite”) at FedExForum (the “Arena”) for the single event described in the associated order summary (the “Event”). Event dates and times are subject to change or cancellation.
  2. License Fee. In consideration of access to and use of the Suite by Licensee on the date of the Event, Licensee shall pay to Licensor a license fee in the total amount included in the order summary (the “License Fee”). The License Fee is payable in full upon execution of this Agreement.
  3. Term of Agreement. Licensee’s right to use the Suite shall begin when the Suite opens on the Event date and shall terminate at the conclusion of the Event. Access to the Suite requires each person to present a Suite Ticket. Licensee shall enter when Arena gates open to the general public and vacate at the Event’s conclusion.
  4. 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 Event date (the “Suite Tickets”). If any applicable law, rule, regulation, or health guideline restricts the number of guests permitted in the Suite on the Event date, Licensor shall notify Licensee of such capacity reduction. Licensor shall deliver all Suite Tickets digitally (unless otherwise stated in the order summary) to the email address on file. Licensee acknowledges and agrees that, in addition to this Agreement, Licensee and each of Licensee’s guests shall be bound by the terms and conditions of the Suite Tickets.
  5. Parking. If and to the extent stated in the order summary, Licensee shall receive the number of parking passes referenced in the order summary for the Event. Additional parking passes may be purchased separately.
  6. Food and Beverages. Licensee may order and purchase from Licensor’s designated concessionaire, for an additional fee not included in the License Fee: (i) food and beverage (alcohol and non-alcohol) catering and bartending services; (ii) concierge services upon request; and (iii) wait staff service. Outside food, beverages, or cooking equipment are not permitted.
  7. Cancellation Policy. ALL SALES ARE FINAL. NO REFUNDS OR EXCHANGES EXCEPT AS PROVIDED HEREIN. THE SOLE AND EXCLUSIVE REMEDY IF THE EVENT DOES NOT TAKE PLACE FOR ANY REASON IS A REFUND OR CREDIT OF THE LICENSE FEE AT LICENSOR’S SOLE DISCRETION.
  8. Terms of Use.
    1. Licensee and guests must comply with all Arena policies and applicable laws.
    2. Licensee shall maintain the Suite in good condition and reimburse Licensor for any damage caused by Licensee or guests.
    3. Licensee shall not assign, transfer, or sublease the Suite without prior written consent from Licensor.
    4. Licensee may not use the Suite for promotional or advertising purposes without Licensor’s prior written consent.
    5. Alcoholic beverages may be consumed only in accordance with applicable Arena policies.
  9. Arbitration; Class Action Waiver.
    1. Licensee agree that (a) any current or future claim, action or proceeding between Licensor and any of the Licensor Parties arising out of or relating to this Agreement, or my presence at the Arena or work at the Event (collectively, the “Claims”), must be submitted for confidential, final and binding arbitration to Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act (“FAA”), (b) the FAA is applicable because the Licensor Parties are engaged in transactions involving interstate commerce with respect to the Event, (c) the arbitration shall proceed before a single arbitrator, (d) the arbitration shall be conducted in accordance with the JAMS Comprehensive Arbitration Rules and Procedures, (e) any and all issues relating or pertaining to arbitration or this arbitration clause, including but not limited to the threshold question of arbitrability or the enforceability or validity of this arbitration clause shall be delegated exclusively to the arbitrator selected pursuant to this provision, (f) the arbitrator shall have the power to award any remedies, including attorneys’ fees and costs, available under applicable law; (g) judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction; (h) the award may be vacated or modified only on the grounds specified in the FAA or other applicable law; and (i) any arbitration conducted pursuant to this Agreement shall take place in Memphis, Tennessee. In agreeing to submit all disputes for resolution by arbitration, Licensee acknowledges that such agreement is given in exchange for rights or benefits to which Licensee is not otherwise entitled and the more expeditious and confidential resolution of any such dispute.
    2. Licensee agrees that all claims described in connection with, relating or incidental to Licensee’s being granted access to, entering, re-entering or remaining, and being provided services at, the Event Site, and any activity associated therewith must be pursued on an individual basis only. By signing this Agreement, Licensee hereby waives Licensee’s right to commence, or be a party to, any class or collective claims against the Licensor Parties.
  10. Indemnification. Licensee agrees to indemnify, defend, and hold harmless Licensor, the Arena, the event organizer, their affiliates, members, directors, subsidiaries, officers, employees, and agents (collectively, the “Licensor Parties”) from any claims, liabilities, damages, losses, or expenses (including attorney fees) arising from:
    1. Any injury, damage, or loss suffered by Licensee or its guests while using the Suite, except to the extent caused by Licensor’s gross negligence or willful misconduct.
    2. Any damage to the Suite, Arena, or any third party caused by Licensee or its guests.
    3. Any violation of laws, regulations, or Arena policies by Licensee or its guests.
  11. Limitation of Liability. Under no circumstances shall the Licensor Parties be liable for any indirect, incidental, special, exemplary, or consequential damages arising out of or related to this
  12. Agreement. The Licensor Parties’ total liability shall not exceed the amount of the License Fee paid by Licensee.
  13. Assumption of Risk. Licensee acknowledges that attendance at live events carries certain inherent risks, including but not limited to other spectators, or environmental conditions. Licensee voluntarily assumes all such risks and waives any claims against Licensor, the Arena, event organizers, and their affiliates, members, directors, subsidiaries, officers, employees, and agents.
  14. Miscellaneous.
    1. Licensee shall surrender the Suite in its original condition, except for normal wear and tear.
    2. This Agreement shall be governed by the laws of the State of Tennessee, without regard to choice of law principles.
    3. This Agreement grants only a revocable license, not a lease or tenancy.
    4. If litigation or arbitration is required, the substantially prevailing party may recover reasonable attorney fees.
    5. If any provision of this Agreement is held invalid, the remaining provisions shall remain enforceable to the fullest extent permitted by law.