Terms And Conditions

SAN DIEGO SEALS SEASON TICKET MEMBERSHIP AGREEMENT: SUPPLEMENTAL TERMS AND CONDITIONS

(Any capitalized terms in these Supplemental Terms and Conditions, not otherwise defined herein, shall have the meanings ascribed in such terms as set forth in your San Diego Seals Ticket Membership Agreement, which incorporates these Supplemental Terms and Conditions (and forms a part of the Agreement).)

1. Ticket Rights; Non-Transferability; Relocation: Season Tickets and all rights attendant thereto are owned by SDS. All rights granted to you of Season Tickets pursuant to this Agreement constitute a revocable license to attend certain regular season home games of the Team to be played at the Arena. Only the Account Name set forth in the front-end of the Agreement shall be recognized as the Season Ticket holder. Season Ticket accounts are non-transferable. Sale or resale of any Season Ticket by unlawful means is prohibited, and violation thereof may, without limitation to any other provision in this Agreement, result in cancellation of your Season Tickets (without refund) and termination of this Agreement by SDS. SDS, upon notice to you, may relocate the seats described on the top of the front-end of the Agreement in the Section / Row / Seat(s) section, provided that such relocation shall not adversely diminish, in a material fashion, your viewing experience).

2. Good Standing; No refunds: In order to receive the benefits described herein, you must maintain good standing and remain current on all payments under this Agreement. Subject to Section 3 of these Supplemental Terms and Conditions below, all payments made by you are non-refundable.

3. Game Cancellation: In the event that any Team regular season home games (for which you hold Season Tickets) scheduled by the NLL for play at the Arena during the Term (x) are canceled (i.e., rather than postponed and later rescheduled in the same NLL season) or (y) have fan seating that is restricted in whole or in part (such that you are not able to use your Season Tickets for any such impacted Team games), SDS shall provide you with an account credit (i.e., for use for a future Team regular season game at the Arena) of the face value of your Season Tickets for any such impacted game (the "Account Credit"), provided, however, that at the end of the applicable NLL season in which there was the occurrence of either "(x)" or "(y)" directly above, you will have the option to (i) receive a refund equal to the remaining face value of the Season Tickets for the impacted Team game(s), or, notwithstanding the Term, (ii) leave in place your remaining Account Credit on your San Diego Seals AXS account for use in connection with Team regular season home games at the Arena in the immediately following NLL season.

4. Default; SDS's Remedies; NLL Policy: Any of the following shall constitute a default ("Default") by you: (a) you fail to timely make any payment under this Agreement when due; and/or (b) you fail to comply with any other term or condition of this Agreement. Should you be in Default of this Agreement: (a) SDS may immediately cease delivery of, suspend, or deactivate any unused Season Tickets; and/or (b) SDS shall be entitled to terminate this Agreement and, in such instance, (i) retain any payments made by you under this Agreement, and (ii) you shall immediately pay SDS all remaining payments called for under this Agreement through the end of the Term, multiplied by 1.5, as liquidated damages (and not as a penalty). Without limitation to the foregoing, upon any Default of this Agreement by you, you shall have no further rights under this Agreement until you promptly cure any such Default (if susceptible to cure). Upon any termination of this Agreement, you shall have no further rights under this Agreement and SDS shall have the right, but not the obligation, to resell the Seat(s) to another person or entity. If, in the opinion of a game official, you verbally abuse players and/or coaches in a manner that interferes with the ability of the coach to communicate with the players during game play or huddles, you shall be given a warning by Arena security. If you continue to behave in an abusive manner, you shall be ejected from the Arena. If you (or someone who is using your Seat(s)) is ejected for a second time during the same NLL season, SDS shall have the right to revoke the Season Tickets and all rights attendant thereto (and terminate this Agreement). You agree (and you agree to cause each holder of a Season Ticket) to maintain proper decorum when in or at the Arena and to comply with all applicable laws and all rules and regulations of all governmental authorities.

5. Force Majeure. SDS shall be excused from performance under this Agreement and shall, except as set forth in Section 3 of these Supplemental Terms and Conditions above, not be liable to you in any respect, if any Team game is postponed, canceled, or otherwise prevented, or if SDS is otherwise unable to perform any of its obligations under this Agreement due to an event or condition that is caused by facts and circumstances that are beyond the reasonable control of SDS, including, without limitation, the enactment, imposition, or modification of any law, which prohibits or materially impedes the performance of the obligations of SDS herein, wars or war-like action, arrests or other restraints of government, blockades, insurrections, civil disturbances, epidemics, pandemics, landslides, lightning, earthquakes, storms, explosions, nuclear reaction or radiation, radioactive contamination, acts or the failure to act of any governmental authority, acts of God, fire, national emergency, flood, acts of terrorism, riot, embargo, lockouts, strikes, failure of utility providers, interruption of transportation, a national health emergency, or any event otherwise outside the reasonable control of SDS. This Agreement shall not operate as or constitute any warranty, representation, covenant, or guarantee by SDS that any number of games or team shall occur, play, or appear at the Arena during the Term.

6. Indemnification: You shall indemnify, hold harmless, and (at SDS's option) defend, and hereby release, SDS, Pechanga Arena, San Diego, California, the NLL and its member clubs and players, their respective owners, affiliates, and subsidiaries, and their respective members, managers, partners, directors, officers, employees, contractors, representatives, agents, landlords, tenants, and licensees (collectively, the "Indemnified Parties") from and against any and all liabilities, losses, damages, claims, costs, demands, and expenses (including attorneys' fees) of any kind asserted by or on behalf of any person or entity arising out of the negligent, reckless, or willful acts or omissions on the part of you or your invitees. This Section 6 shall survive any expiration or termination of this Agreement.

7. Governing Law; Arbitration; Waiver of Class Action: This Agreement shall be governed by the laws of the State of California. Any dispute, claim or cause of action related to this Agreement shall be resolved by mandatory, confidential, final, and binding arbitration held before a neutral, single arbitrator in San Diego, California conducted by the Judicial Arbitration Mediation Services, Inc. ("JAMS") in accordance with the JAMS Comprehensive Arbitration Rules and Procedures effective June 1, 2023, subject to the U.S. Federal Arbitration Act and federal arbitration law. 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. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. YOU AND SDS EACH (X) AGREE THAT ALL DISPUTES SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS AND (Y) WAIVE ANY RIGHT TO LITIGATE IN COURT OR ARBITRATE ANY CLAIM AS A CLASS ACTION, REPRESENTATIVE ACTION, OR CLASS ARBITRATION.

8. Entire Agreement; Severability; Modifications: This Agreement (which includes the front-end of this Agreement (inclusive of the Terms and Conditions contained therein), these Supplemental Terms and Conditions, and the SDS SEASON TICKET POLICY (and T&C RIDER annexed thereto)) contains the entire Agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements or understandings, whether written or oral, between the Parties with respect to the subject matter hereof. If any provision of this Agreement shall be held invalid, illegal, unenforceable, or in conflict with applicable law, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. Excluding the Amendment Right, this Agreement may not be amended, modified, altered, or supplemented other than by means of a written instrument duly executed and delivered by the Parties.

9. Waiver; Joint & Several Obligations: No waiver of any provision of, or consent or approval required by, this Agreement, nor any consent to or approval of any departure herefrom, shall be effective unless it is in writing and signed by the Party against whom enforcement of any such waiver, consent, or approval is sought. If the purchaser is or becomes comprised of two or more persons and/or entities, all obligations of the purchaser herein shall be the joint and several obligations of the persons and/or entities constituting the purchaser.

10. Waiver of Liability For Personal Injury: YOU VOLUNTARILY ASSUME ALL RISK AND DANGER of personal injury (including death), sickness (including illness and other risks of exposure to COVID-19, or any other communicable disease or illness, or a bacteria, virus or other pathogen capable of causing a communicable disease or illness), lost, stolen, damaged or confiscated property, and all other hazards arising from, or related in any way to, Team games, however caused and whether by negligence or otherwise.

11. Release: On behalf of you and your Related Persons (defined below), you hereby release (and covenant not to sue) each of the Released Parties (defined below) with respect to any and all claims that you or any of your Related Persons may have (or hereafter accrue) against any of the Released Parties and that relate in any way to exposure to COVID-19 or entry into, or presence within or around, the Arena or the Team games, in each case whether caused by any action, inaction, or negligence of any Released Party or otherwise. As used herein: (a) "Related Persons" means your heirs, assigns, executors, administrators, next of kin, anyone attending the Team games with you or for whom you have obtained a ticket (which persons you represent have authorized you to act on their behalf for purposes of these terms), and other persons acting or purporting to act on your or their behalf; and (b) "Released Parties" means: (i) the NLL and its member teams (including SDS), the Indemnified Parties, and each of their respective direct and indirect owners, affiliates, players and coaches, administrators, designees, licensees, and other personnel; (ii) the direct and indirect owners, lessees and sublessees of the Arena; (iii) all third parties performing services at the Arena; (iv) any parents, subsidiaries, affiliated and related companies of each of the entities described in clauses (i)-(iii); and (v) the officers, directors, owners, members, managers, partners, employers, employees, agents, contractors and sub-contractors (and employees of such contractors and sub-contractors), insurers, representatives, other personnel, successors and/or assigns of each of the foregoing entities and persons described in clauses (i) – (iv), whether past, present, or future and whether in their institutional or personal capacities.

12. Limitation of Liability: SDS's liability for damages of any kind arising out of the purchase or possession of Season Tickets, including breach of contract, is limited to a refund of the face value of your unused Season Tickets. This remedy is exclusive. In no event shall SDS be liable for any incidental, consequential, or punitive damages.

SDS SEASON TICKET POLICY

(Any capitalized terms in this SDS SEASON TICKET POLICY (hereinafter, this "POLICY") and the T&C RIDER attached hereto, not otherwise defined herein, shall have the meanings ascribed in such terms as set forth in your San Diego Seals Season Ticket Membership Agreement, which incorporates this POLICY and the T&C RIDER attached hereto (collectively, Agreement).)

This POLICY governs and controls the purchase of Season Tickets by the purchaser from SDS. In the event of any conflict between this POLICY and the Agreement's Terms and Conditions (or Supplemental Terms and Conditions), the Agreement's Terms and Conditions (or Supplemental Terms and Conditions) shall govern. The POLICY includes:

1. Subject to such exceptions as may be determined by SDS, the purchaser of Season Tickets must be age 18 or older.

2. Any direct or indirect sale, resale, auction, assignment, or transfer (collectively, "Resale") of SDS tickets must be done in accordance with laws. Any Resale in violation of law constitutes, without specific limitation, a Default of this Agreement. Any attempt by two (2) or more persons to gain admission with both a cancelled ticket and any reissued ticket, whether as part of a Resale transaction and/or otherwise transferred by purchaser, constitutes, without specific limitation, a material breach of this POLICY.

3. All account information (e.g., name, billing/mailing/e-mail address, phone number, photo ID, etc.) must be the purchaser's own and true personal or business information. False or misleading information constitutes, without limitation, a Default of this Agreement. Purchaser agrees and acknowledges that SDS may access, preserve, and disclose purchaser's personal information if it is required to do so by law, or in good faith believes that such access, preservation, or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce its policies or other contracts with purchaser; (c) respond to claims that any content purchaser may provide violates the rights of third parties; (d) respond to purchaser's requests for customer service; or (e) protect the rights, property, or personal safety of SDS, its affiliates, agents, and users, and the public. Purchaser also acknowledges and agrees that SDS has the right to disclose and transfer all of purchaser's personal information to a successor company in connection with any merger or acquisition of SDS or any sale of all, or any portion, of its business or assets.

4. Without limitation to the Terms and Conditions or Supplemental Terms and Conditions, Season Tickets are revocable licenses to attend only the Team games specified in this Agreement (hereinafter, each, an "Event"). SDS reserves the right, with or without providing any refunds or credits, to revoke Season Tickets, refuse admission to or eject from the Arena any person using Season Tickets who: (i) is or appears to be impaired; (ii) conceals alcohol, illegal substances, or other prohibited items while attempting to enter the Arena; (iii) acts in a manner that is unruly, disruptive, or illegal; (iv) uses derogatory, foul, and/or abusive language and/or gestures; (v) displays and/or wears and fails to cover obscene, indecent, and/or inappropriate clothing; (vi) exposes him/her/itself; or (vii) otherwise violates Arena Rules (including, without limitation, failing to comply with the Safety Requirements (as defined in the T&C RIDER)) or NLL Rules.

5. Without limitation to the Terms and Conditions or Supplemental Terms and Conditions, SDS may take any action that it determines in its sole discretion is appropriate, including, without limitation, issuing a warning, temporarily or permanently suspending any Season Ticket account, and/or denying access to an account if: (a) any policy or rule of SDS, the Arena, or the NLL is breached and/or violated; (b) SDS is unable to verify or authenticate purchaser's information; (c) SDS believes that purchaser's conduct may cause legal liability for purchaser and/or for SDS; or (d) necessary for the safety and/or protection of Arena patrons or to address fraud or misconduct. SDS, at any time, may review account activity for fraud that may result in automatic cancellation of account activity and temporary or permanent suspension of the account.

6. Without limitation to the Terms and Conditions, Supplemental Terms and Conditions, or any applicable Arena Rules or NLL Rules, during any Event, it shall be illegal for any person other than a sports participant (i.e., players, coaches, trainers, referees, and other officials) to: (a) knowingly enter or remain unlawfully upon the playing area; (b) subject a sports participant to contact by means of any substance, object, or dangerous instrument; (c) place, drop, toss, or hurl any substance, object, or dangerous instrument onto the playing area; (d) strike, slap, kick, or otherwise subject to physical contact a sports participant; and (e) attempt to do (b), (c), or (d) with the intent to cause physical injury to a sports participant or with the intent to disrupt an Event. In addition, for the avoidance of doubt, any person who violates the foregoing may be guilty of a crime punishable by imprisonment and/or fine, as well as civil penalties.

7. You verify that the mobile phone number set forth in the Agreement is your mobile number, and you consent to receive automated text messages (including marketing messages) at this number by or on behalf of SDS or the Arena. You understand and agree that you do not need to sign up for text messages in order to make a purchase. You acknowledge that message and data rates may apply, and that you must text "STOP" to cancel.

Notwithstanding anything to the contrary contained herein, SDS reserves the right, in its sole discretion, to make amendments or exceptions to the POLICY at any time.

T&C RIDER

WITHOUT LIMITATION TO ANYTHING SET FORTH IN THIS AGREEMENT, PLEASE READ THE FOLLOWING TERMS CAREFULLY AS THEY GOVERN YOUR RIGHTS WITH RESPECT TO TICKETS FOR SAN DIEGO SEALS GAMES AT THE ARENA. HOLDER ACKNOWLEDGES THAT THE SUPPLEMENTAL TERMS AND CONDITIONS CONTAIN A BINDING, INDIVIDUAL ARBITRATION AND CLASS-ACTION WAIVER PROVISION BY WHICH HOLDER GIVES UP THE RIGHT TO FILE A LAWSUIT IN COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION WITH RESPECT TO ANY DISPUTES RELATING TO THE TICKET OR THE SPECIFIED EVENT FOR WHICH IT IS ISSUED.

Each Event ticket is a revocable license, and the holder of such ticket, on behalf of the holder and any accompanying minor, including a minor holding a separate ticket (individually and collectively, the "Holder"), agrees to all of its terms. The Holder agrees that each Event ticket license is subject to this T&C RIDER (and the remainder of this Agreement). By acceptance and/or use of an Event ticket and/or entering (or seeking entry into) the Arena, the Holder is deemed to have read all such terms and agreed to be bound by them (including, without limitation herein, the "ticketback" language on any ticket issued to you pursuant to this Agreement).

Due to the uncertainty related to the novel coronavirus SARS-CoV-2 and any resulting disease (together with any mutation, adaptation or variation thereof, collectively, "COVID-19"), each Event ticket and the Holder's admission to the Arena are subject to all safety and health requirements and policies put in place by SDS, the NLL, and/or the Arena. Such policies and requirements as they may be updated from time to time (in the sole determination of SDS, the NLL, and/or Arena) are collectively referred to below as the "Safety Requirements". The Holder acknowledges and agrees to comply with the Safety Requirements (including all requirements that must be satisfied prior to or during the Event), and acknowledges and agrees that attendance at the Event is conditioned on such compliance.

Any transfer of Event tickets to any person who fails to satisfy (and otherwise agree in advance to) any Safety Requirement (including pre-Event requirements established by SDS or the Arena) may be voided by SDS and Event tickets may be cancelled (without refund).

ALL TICKET SALES ARE FINAL. THERE SHALL BE NO REFUNDS, CREDITS, OR EXCHANGES EXCEPT AS PROVIDED IN SECTION 3 OF THE SUPPLEMENTAL TERMS AND CONDITIONS. SUBJECT TO SECTION 3 OF THE SUPPLEMENTAL TERMS AND CONDITIONS, THE SOLE AND EXCLUSIVE REMEDY (IF ANY) IF ADMISSION IS REFUSED OR REVOKED, OR THE EVENT IS CANCELLED AND NOT RESCHEDULED IN THE SAME NLL SEASON, IS A REFUND OR CREDIT OF UP TO THE TICKET'S FACE VALUE SET BY SDS AT THE ORIGINAL POINT OF PURCHASE (THE "FACE VALUE"). WITHOUT LIMITATION TO THE TERMS AND CONDITIONS OR SUPPLEMENTAL TERMS AND CONDITIONS, IN NO EVENT SHALL SDS, NLL, OR ARENA BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR EXEMPLARY DAMAGES OF ANY KIND, OR ANY DAMAGES BEYOND THE FACE VALUE (i.e., from the original point of purchase) OF THE TICKET, INCLUDING, WITHOUT LIMITATION, ANY AMOUNT PAID IN EXCESS OF FACE VALUE FOR THE APPLICABLE EVENT TICKET.

The Holder agrees not to transmit, distribute, misappropriate, or sell (or aid in transmitting, distributing, misappropriating, or selling), in any media now or hereafter existing, any description, account (whether text, data, or visual, and including (without limitation) play-by-play data), picture, video, audio, or other form of exploitation or reproduction of the Event. Event tickets may not be used for any form of commercial or trade purposes, including, but not limited to, advertising, promotions, contests, sweepstakes, giveaways, gambling, or gaming activities, without the express written consent of SDS and the NLL.

Breach of any of these terms, failure to comply with Safety Requirements, NLL Rules and/or Arena Rules (or SDS rules as the case may be), or the refunding to the Holder of the Face Value, shall automatically terminate any rights that the Holder may have hereunder in connection with Holder's use of Event tickets for any purpose or otherwise; shall render illegal and unauthorized the Holder's use of the ticket for any purpose; and shall authorize SDS and/or the NLL to withdraw the ticket, refuse admission to the Arena, or eject the Holder from the Arena, without refund or credit in each case, and subject the Holder to all legal remedies available to the NLL, SDS, and/or Arena.

The Holder and the Holder's belongings may be searched upon entry into the Arena and/or other security checkpoints, prohibited items (which may include, without limitation, bags) may be confiscated at the sole discretion of the NLL, SDS, and/or Arena, and the Holder hereby consents to the foregoing and waives any related claims that might arise against the NLL, SDS, or Arena. If the Holder elects not to consent, the Holder will be denied entry into the Arena without refund or credit. SDS and the Arena reserve the right to prohibit Holder from bringing any bag into the Arena for any Team game.

The Holder grants permission to the NLL and SDS (and their respective designees and agents) to utilize the Holder's image, likeness, actions, and statements in any live or recorded audio, video, film, or photographic display or other transmission, exhibition, publication, or reproduction made of, or at, the Event in any medium, whether now known or hereafter created, or context for any purpose, including commercial or promotional purposes, without further authorization or compensation. In addition, the Holder grants to the NLL and SDS permission to collect, use, share, and store certain Holder facial and other biometric information as permitted by law, including for security purposes.

Without limiting the foregoing, the Holder agrees not to give or offer Event tickets in a manner that would constitute a violation of the U.S. Foreign Corrupt Practices Act, any other anti-bribery law or regulation, and/or any conflicts of interest law, regulation, or policy.

In the event of a conflict between AXS' terms and conditions, on the one hand, and the terms and conditions of this Agreement, these terms and conditions will apply.