Single Event Suite Terms
TERMS AND CONDITIONS
These terms and conditions, together with any additional terms, conditions, rules, and policies set forth on your admission ticket or parking pass, or in effect at or applicable to the Facility (as defined below) apply to and govern access to and use of the Suite (as defined below) and related services.
PLEASE READ THESE TERMS CAREFULLY. THESE TERMS AFFECT YOUR LEGAL RIGHTS. BY PURCHASING A SUITE LICENSE FOR THE APPLICABLE EVENT(S), YOU EXPRESSLY AGREE TO THESE TERMS.
Definitions. As used in this Agreement, the terms below shall have the following meanings:
a. “Event” means the event(s) that is/are named and/or identified on the Cover Page that is scheduled to occur at the Facility on the date(s) set forth therein.
b. “Facility” means that certain racing facility that is named and/or identified on the Cover Page and is located at the address set forth therein.
c. “Fee” means the fee charged by, and due and payable to, NHRA in consideration of the licenses, rights, and privileges granted under this Agreement.
d. “Guest” means any holder of a credential, suite access pass, or parking pass granted hereunder or invitee of the Licensee.
e. “Suite” means that certain suite or private or semi-private area at the Facility that is identified on the Cover Page.
License Grant. Subject to the terms and conditions of this Agreement, including, without limitation, Licensee’s timely payment of the Fee, NHRA grants to the Licensee a limited, revocable license to access and occupy the Suite solely for the purpose of viewing the applicable Event(s) on the date(s) set forth on the Cover Page and during the public hours of the Event for the applicable date(s) as determined by NHRA. The license, rights, and privileges granted under this Agreement do not apply to, and are not valid for, any other events or activities at the Facility.
License Fee. In consideration of the licenses, rights, and privileges granted under this Agreement, Licensee agrees to pay NHRA the Fee set forth on the Cover Page. Licensee will pay the Fee in accordance with the Payment Schedule set forth on the Cover Page. Without limiting any of its rights or remedies, NHRA may revoke licenses, rights, and privileges granted under this Agreement if Licensee fails to timely pay the Fee. Interest will accrue on any sums owed by Licensee hereunder which are not paid on the date they are due at a rate equal to the lesser of (a) one and one-half percent (1.5%), or (b) the maximum rate of interest permitted by applicable law.
Credentials, Passes, and Parking. Upon NHRA’s receipt of the Fee, NHRA shall issue to the Licensee credentials, suite access passes, and/or parking passes in quantities set forth on the Cover Page. Each suite credential grants the holder admission to the Event and admission to the Suite. Each suite access pass grants the holder admission to the Suite. A suite access pass does not grant admission to the Event; a separate admission ticket is required. Only those individuals holding a suite credential or a suite access pass are permitted entry to the Suite, regardless of age.
Each parking pass grants the holder a license to park one (1) standard-sized vehicle in a parking area designated by NHRA. Parking will generally be available to the Licensee from a reasonable time prior to the start of the Event until a reasonable time following the end of the Event, as determined by NHRA. Parking availability and other rules governing parking shall be determined by NHRA in its sole discretion.
All suite credentials, suite access passes, and parking passes are subject to and governed by terms and conditions printed on, or generally applicable to, the foregoing. No suite credentials, suite access passes, or parking passes provided hereunder may be sold, bartered, used for a sweepstakes or giveaway, traded, exchanged for other events, or refunded.
Suite Capacity. Licensee acknowledges that the sum of suite credentials and suite access passes granted hereunder may exceed the occupancy limit for the Suite, as Guests will circulate in and out of the Suite during the Event. Licensee is solely responsible at all times for monitoring the number of Guests in the Suite and complying with the occupancy limits set by the Facility.
Catering. Food and beverages are not included with the Suite and if available, must be purchased separately by Licensee. Licensee must coordinate all catering through NHRA and order all food and beverages through the Facility-approved concessionaire and/or caterer. Neither Licensee nor any Guests may bring or consume any outside food or beverages in the Suite. Licensee agrees to promptly pay for all food and beverage orders in or for the Suite, whether made by Licensee or any Guests.
Licensee’s Care of Suite and Facility. Licensee and Guests shall use and occupy the Suite and the Facility in a safe, clean, orderly, and careful manner. Licensee and Guests shall not damage or deface any part of the Suite or the Facility. Without limiting the foregoing, no items of any type may be affixed to walls, floors, or ceilings of the Suite; drilling into walls or any other surface inside the Suite is expressly prohibited. Unless expressly provided for in this Agreement, no signage, banners, pennant stringers, or identification are allowed at any time on the outside of the suite building, common areas or any other fixtures or facilities of the Facility. All décor and decorations to be brought into the Suite must be pre-approved in writing by NHRA (email being sufficient), in NHRA’s sole and absolute discretion. Licensee and Guests shall place all refuse and garbage in proper receptacles in the Suite and keep all corridors, stairwells, ducts and shafts in and around the Suite free of all garbage and refuse. All glass containers must remain in the Suite area. Licensee will give prompt written notice to NHRA (email being sufficient) of any accident or any defect in the Suite or services provided to the Licensee.
Smoking, Vaping, Firearms and Dangerous Materials. Smoking, vaping and chewing tobacco are permitted only in designated smoking areas and are prohibited inside the Suite. Firearms, flammable materials, explosive materials, and weapons are prohibited inside the Suite.
Responsibilities of the Licensee. Licensee covenants as follows:
a. Licensee shall be solely responsible for all acts and omissions of the Licensee and all Guests (including, without limitation, their compliance with this Agreement and applicable rules);
b. Licensee shall reimburse NHRA for the cost of all repairs and cleaning other than reasonable wear and tear and ordinary repairs and maintenance for which NHRA is solely responsible under Section 12;
c. Licensee shall observe and abide by, and shall notify Guests of and cause them to observe and abide by, all (i) applicable laws, regulations, ordinances, and orders, and (ii) policies, rules, and regulations that NHRA or the Facility may establish from time to time concerning the use and occupancy of the Suite, the Facility, and parking areas (including, without limitation, with regard to alcoholic beverages);
d. Licensee shall maintain, and require Guests to maintain, proper order and decorum while occupying the Suite, including, without limitation, with regard to consumption of alcoholic beverages;
e. neither Licensee nor Guests may create, transmit, display, distribute, exploit, misappropriate, or sell (or aid in such activity) (i) in any form, any description or account (whether text, data, or visual, and including play-by-play data) of the Event for any commercial or non-personal purpose; (ii) any photograph, image, video, audio, content, or other form of display or public performance or reproduction of any portion of the Event for any commercial or non-personal purpose; or (iii) livestreams of any portion of the Event.
f. neither Licensee nor Guests may display, or cause to be displayed, in the Suite or its exterior, any item that (i) may be visible from the Facility seating area or racing surface; (ii) may interfere in any way with any spectator’s viewing and/or enjoyment of the Event; or (iii) contains any commercial or political symbol, message, mark, or sign.
Personal Property; Security. Licensee is solely responsible for all personal property brought to the Facility by Licensee and its Guests. All such personal property is brought to the Facility at Licensee’s and Guests’ sole risk. NHRA is not liable to the Licensee or any Guests for any damage to or loss of such property, or interruption or loss to the Licensee’s or Guests’ use or enjoyment of such property, regardless of cause. The Suite door will be unlocked during the Event. NHRA has no obligation hereunder to provide security for the Suite and NHRA will not be providing door security during the Event. Subject to Section 13 below, Licensee may, at its sole expense, hire personnel to serve as door security for the Suite, if deemed reasonably necessary by Licensee, it being agreed that such personnel must have a credential or suite access pass to serve in such function.
Return of Suite. The license, rights, and privileges to the Suite granted to Licensee under this Agreement shall expire at end of the Event. At the expiration, or other termination of this Agreement, Licensee will return the Suite in good order and condition, usual wear and tear excepted. In the event of any NHRA-authorized modifications to the Suite by Licensee or by NHRA at Licensee’s expense, NHRA may require Licensee to return the Suite to its original condition, which may include but is not limited to, removing any wall coverings, décor and/or decorations, repainting over any customized interior painting, replacing flooring, and removing any other interior improvements and repairing any interior damage to the Suite caused by such removal. Any other personal property of the Licensee remaining in the Suite after termination will be either retained or removed by NHRA in its sole and absolute discretion, and Licensee agrees to pay any reasonable cost for such removal. At the end of the Event, Licensee has no continuing right to use the Suite, to be offered or to have a license to use the Suite, and no right of first refusal, first negotiation or any similar right, and NHRA may negotiate and contract with any party that NHRA desires with respect to the Suite.
Ordinary Repairs and Maintenance. NHRA shall be responsible for ordinary cleaning, sweeping, vacuuming, trash removal, and dusting in or around the Suite. Licensee agrees to promptly pay for the cost of all repairs to and cleaning of the Suite that NHRA determines, in its reasonable discretion, exceed reasonable wear and tear and result from any act or omission of the Licensee or any Guests.
NHRA Right of Entry. Notwithstanding anything to the contrary in this Agreement, NHRA (and for purposes of this Section 13, its employees, agents, and contractors) shall have, at all times, the right to access the Suite (a) to perform its obligations under this Agreement and for any and all purposes related thereto; (b) to make any repairs NHRA deems necessary; (c) to investigate any suspected violations of the terms and conditions of this Agreement; and (d) for any other purpose in connection with its interest in the Suite. At NHRA’s request, Licensee shall immediately cease and desist any activity NHRA deems, in its sole discretion, dangerous, objectionable (e.g., excessive consumption of alcoholic beverages), or to be in violation of the terms and conditions of this Agreement, and failure to comply with such request shall be grounds for ejection without refund.
Termination. Without prejudice to any other right or remedy available to NHRA under this Agreement, at law, or in equity, NHRA may terminate this Agreement if: (a) Licensee fails to pay the Fee in a timely manner; (b) Licensee fails to perform any other term or condition of this Agreement and such failure continues uncured for a period of ten (10) days after written notice thereof from; (c) any purported assignment or transfer of the Licensee’s rights or obligations hereunder is made or deemed to be made that is in violation of this Agreement; (d) Licensee has an order or relief entered with respect to it, commences a voluntary case or has an involuntary case filed against it under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (and such order or case is not stayed, withdrawn or settled within 60 days thereafter); (e) Licensee files for reorganization, becomes insolvent or has a receiver or other officer having similar powers over it appointed for its affairs in any court of competent jurisdiction, whether or not with its consent (unless dismissed, bonded or discharged within 60 days thereafter); or (f) Licensee admits in writing its inability to pay its debts as such debts become due. Additionally, NHRA may terminate this Agreement immediately if Licensee fails to comply with any obligations set forth in Section 5 (Suite Capacity), Section 6 (Catering), Section 8 (Smoking, Vaping, Firearms and Dangerous Materials), or Section 9 (Responsibilities of the Licensee).
Risk of Loss. Insurance, and Indemnification.
a. Licensee hereby agrees to defend, indemnify, and hold harmless the NHRA Parties from and against all Indemnified Liabilities. To the fullest extent permitted by law, Licensee, for itself and the other Licensee Parties, hereby releases the NHRA Parties from the Indemnified Liabilities and agrees not to sue any NHRA Parties in connection with the Indemnified Liabilities. Licensee, for itself and the other Licensee Parties, hereby assumes all risks related to the Indemnified Liabilities and the Event. Neither NHRA nor the NHRA Parties shall be liable any Licensee Parties for any Indemnified Liability.
b. Prior to accessing or using the Suite, the Licensee will secure for commercial general liability insurance coverage with limits of liability of at least one million dollars ($1,000,000) combined single limits. “NHRA, its partners, member track owners and operators, all affiliated, allied and subsidiary companies and collectively, their directors, officers, shareholders, employees and agents” will be listed as additional insureds on a primary and non-contributory basis, including both bodily injury and property damage. All policies will be endorsed to provide that the insurers will give thirty (30) days written notice of termination, alteration, or change therein, and that the coverage provided to the additional insureds will be primary and not contributing with the additional insured’s coverage. Policies will include a waiver of subrogation. Licensee will furnish NHRA with a certificate of insurance satisfactorily evidencing the required coverages, including a copy of the actual additional insured endorsement.
c. For purposes of this Section 15 and Section 16 below, (i) “Licensee Parties” means the Licensee, its shareholders, members, partners, directors, officers, employees, and agents, and the Guests; (ii) “NHRA Parties” means National Hot Rod Association, the Facility, the Facility concessionaire and/or caterer, and their respective directors, officers, employees, agents, contractors, representatives, sponsors, and Event participants; and (iii) “Indemnified Liabilities” means all liabilities, damages, losses, claims, demands, costs, and expenses, (including reasonable attorneys’ fees and litigation expenses) related to or arising out of (A) the use or occupancy of the Suite or the Facility by any Licensee Parties; (B) breach of this Agreement by Licensee; or (C) negligence, gross negligence, willful misconduct, violation of applicable law, and/or fraud of any Licensee Parties in connection with this Agreement.
d. Licensee will not admit liability for or settle any claim, action, suit, proceeding, or appeal or incur any costs or expenses which are subject to this indemnification without the express written consent of NHRA which is entitled at any time to take over and conduct the defense of any claim, action, suit, demand, proceeding, or appeal.
LIABILITY RELEASE. Licensee, on behalf of itself and all Guests, HEREBY FOREVER RELEASES, WAIVES, DISCHARGES, AND COVENANTS NOT TO SUE NHRA or any other NHRA Parties FOR ANY AND ALL LOSS OR DAMAGE AND ANY CLAIM OR DEMANDS THEREFORE ON ACCOUNT OF INJURY TO THE PERSON OR PROPERTY OR RESULTING IN DEATH TO THE LICENSEE OR ANY GUESTS IN CONNECTION WITH THE EVENT (INCLUDING, WITHOUT LIMITATION, ACCESS TO, OCCUPANCY OF, OR USE OF THE SUITE), WHETHER CAUSED BY THE NEGLIGENCE OF ANY NHRA PARTIES OR OTHERWISE.
Notices. All notices, claims, and demands between the parties required under or related to this Agreement shall be made in writing and deemed delivered upon delivery by email to: (a) for Licensee, to the email address provided in the Suite License, and (b) for NHRA, to legal@nhra.com.
Attorneys’ Fees and Costs. The prevailing party in any judicial or arbitration proceeding arising out of or related to this Agreement shall be entitled to collect from the other party a reasonable sum for attorneys’ fees and other costs and expenses incurred during such proceeding, including, without limitation, in connection with mediations, appeals, and post-judgment collection efforts.
Scope of Rights. Licensee acknowledges and agrees that this Agreement does not (a) grant Licensee an exclusive possessory or any ownership interest in the Suite or any part of the Facility, (b) grant Licensee any right to exclude others from, or transfer, the Suite or any part of the Facility, or (c) confer upon Licensee or Guests any right or privilege with respect to admission to the Facility different than that afforded to other holders of tickets for admission to the Facility (other than admission to and use of the Suite). Except for the rights expressly granted to the Licensee hereunder, all rights, benefits, and privileges related to the Suite are hereby reserved for NHRA. This Agreement is not a lease. The relationship between NHRA and Licensee is that of a licensor and licensee.
Assignment. All licenses, rights, and privileges granted under this Agreement are personal to the Licensee. Licensee may not assign or transfer this Agreement or any rights or obligations hereunder to any third party without the prior written consent of NHRA’s legal counsel. Any assignment or transfer in violation of this Section 20 shall be deemed null and void. Without limiting the generality of the foregoing, Licensee may not sell, transfer, or gift any suite credentials, suite access passes, or parking passes as part of any advertising campaign, promotion, contest, sweepstakes, or giveaway without NHRA’s prior written consent. This Agreement will apply to and bind any permitted successors, representatives, and assigns of the Licensee.
Disclaimer of Warranties. To the fullest extent permitted by applicable law, NHRA hereby disclaims all warranties, whether express or implied, with respect to (a) the Suite, (b) the services or items provided to the Licensee and/or Guests by NHRA, its employees, agents, and contractors in connection with this Agreement, and (c) the Suite’s suitability or fitness for Licensee’s intended purpose. Licensee accepts the Suite “as-is” and “with all faults” and agrees that NHRA is under no obligation to make any alterations, additions, improvements, or decorations in or around the Suite. Licensee’s obligation to pay the License Fee and other charges (if any) is not dependent upon the condition of the Suite or the performance by NHRA, including any of its employees, of any obligations hereunder. Promotional materials shown or provided to the Licensee shall not constitute an express or implied warranty with respect to the Suite.
Personal Property. NHRA is not liable to the Licensee, any Guests, or any third party for any damage to, or loss of, personal property in or around the Suite, the parking areas, or otherwise at the Facility, regardless of cause.
Credit Card. If Licensee provides NHRA a credit card number in connection with this Agreement, Licensee hereby authorizes NHRA to charge such credit card for (a) the License Fee if not timely paid; (b) the cost of repairs to and cleaning of the Suite that NHRA determines, in its reasonable discretion, exceed reasonable wear and tear and result from any act or omission of the Licensee or Guests; and (c) any food and beverage orders not paid for by Licensee directly to the Facility-approved vendors and/or caterer. All credit card transactions are subject to a reasonable, industry-standard transaction fee, which Licensee hereby agrees to pay in addition to any of the costs or expenses referenced in this Section 23.
Force Majeure. NHRA is not responsible to the Licensee, nor is NHRA obligated to refund the Fee or any part thereof, for the cancellation or non-performance of any Event scheduled at the Facility or for the inability of the Licensee to access or use the Suite due to any cause or circumstance beyond the control of NHRA, no matter the cause, including, without limitation, inclement weather (a “Force Majeure Event”). In the event an Event is postponed due a Force Majeure Event and such Event is rescheduled during the Term, then Licensee will be entitled to the access and use of the Suite or another similar suite during such rescheduled Event, if available. If the Event is not rescheduled in the same year or the Suite is not available for such rescheduled Event, then Licensee’s sole and exclusive remedy is access and use the Suite or another similar suite during another NHRA event to be mutually designated by NHRA and Licensee. If there is a conflict between this provision and any terms, conditions, and/or policies printed on or governing admission tickets to the Event, this provision shall govern.
Governing Law. This Agreement shall be subject to, governed by, and construed in accordance with the laws of the state in which the Facility is located, without regard to its conflict of laws principles.
Severability. If any provision of this Agreement is deemed by an authority of competent jurisdiction to be unenforceable, then such provisions shall be construed by modifying it to the minimum extent necessary to make it enforceable, and the rest of the Agreement shall remain in effect as written and enforced to the fullest extent permitted by law.
Amendments and Waivers. This Agreement may be amended only by a separate written instrument signed by both parties. No waiver of satisfaction of a condition or nonperformance of an obligation under this Agreement will be effective unless it is in writing and signed by the party granting the waiver.
Entire Agreement. This Agreement (which for purposes of clarity includes the Cover Page together with these terms and conditions) embodies the complete agreement and understanding between NHRA and Licensee with respect to the subject matter of this Agreement, and supersedes and preempts any and all prior understandings, agreements, or representations by or between NHRA and Licensee whether written or oral that may have related to the subject matter of this Agreement. There are no representations, promises, agreements, warranties, covenants, or undertakings other than those expressly contained in the Agreement. NHRA does not accept or sign purchase orders. No provision or pre-printed terms on any hard copy or electronic purchase orders, proposals, or quotations or in any other hard copy or electronic business document or form employed by Licensee will supersede, augment, or modify the terms and conditions of this Agreement. NHRA hereby rejects any and all such different or additional terms offered by Licensee.
Dispute Resolution.
a. This Section 29 sets forth the sole and exclusive means by which the parties shall resolve any dispute, controversy, or claim arising out of or related to this Agreement (a “Claim”). In the event of a Claim, the parties shall attempt to resolve it promptly and in good faith through negotiation between executive-level personnel empowered with the authority to resolve the Claim.
b. If the event of a Claim which cannot be resolved through negotiation, the parties shall endeavor to settle the Claim through mediation. Either party may request in writing that the other party mediate the dispute; such notice shall set forth the subject of the Claim and the relief requested. Unless the parties otherwise agree, the mediation shall be conducted by a mediator affiliated with and under the rules of: ADR Services, JAMS, or the International Institute for Conflict Prevention and Resolution (formerly known as the CPR Institute for Dispute Resolution) (“CPR”). The selection of an organization by the parties shall be made within ten (10) business days after a party requests mediation of a Claim pursuant to this Section 29. If an organization/judge and applicable rules have not been agreed upon within such ten-day period, then the Claim shall be mediated in accordance with the CPR Mediation Procedure and a single mediator will be chosen by CPR. If within forty-five (45) days of the first mediation session, the Claim is not resolved, either party may serve the other party with a written notice of binding arbitration.
c. Unless the parties otherwise agree, any arbitration shall be conducted by and under the commercial arbitration rules of the same organization that conducted the mediation. The arbitration shall be conducted by a panel of three (3) arbitrators. The party initiating an arbitration shall designate its selected arbitrator in its notice of arbitration. The other party shall have ten (10) business days to designate its party-selected arbitrator. The arbitrators selected by the parties shall then agree upon a third arbitrator within fifteen (15) business days of the selection of the second arbitrator. If either party fails to appoint an arbitrator, or if the party-selected arbitrators cannot agree on the third arbitrator, then the dispute resolution service whose rules govern the arbitration shall appoint the arbitrator. The arbitrator or arbitrators are not empowered to award damages in excess of compensatory damages and each party hereby irrevocably waives any right to recover such damages including, without limitation, punitive damages, special damages, and consequential damages in any forum. Notwithstanding the provisions of this Section 29, a party may file a complaint limited to seeking provisional judicial relief pending the outcome of the mediation and/or arbitration provided by this section. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. Section 1 et seq., to the exclusion of state laws inconsistent therewith and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be Los Angeles County, California, or such other location agreed upon by the parties. All negotiations and proceedings pursuant to this Section 29 are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. Judgment upon any arbitration award rendered may be entered by any court, state or federal, having jurisdiction thereof.
LIMITATION OF LIABILITY. IN NO EVENT SHALL NHRA BE LIABLE TO THE LICENSEE OR ANY GUESTS FOR ANY incidental, consequential, indirect, statutory, special, exemplary, or punitive damages. THE MAXIMUM LIABILITY OF NHRA FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION TO THIS AGREEMENT SHALL BE AN AMOUNT EQUAL TO THE FEE.
Execution and Storage by Electronic Means. Each party agrees that this Agreement may be electronically signed (e.g., through DocuSign or Adobe), and that any electronical signatures appearing on this Agreement are the same as handwritten signatures for purposes of validity, enforceability, and admissibility. The parties agree not to contest, in any proceeding involving the parties in any judicial or other forum, the admissibility, validity, or enforceability of any image of this Agreement because such image was initially executed, stored, or handled in electronic form.