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1 MOTN

• ORIGINAL
DANIEL F. POLSENBERG (SBN 2376)
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•...
,,·" . ·-,,_ '

Electronically Filed
2 E. LEIF REID (SBN5750) 06/21/2018
JOEL D. HENRIOD (SBN 8492)
3 ABRAHAMG. SMITH (SBN 13,250) ~-~4.:,_
LEV/IS ROCA ROTHGERBER CHRISTIE LLP CLERK OF THE COURT
4 3993 Howard Hughes Parkway, Suite 600
Las Vegas, Nevada 89169-5996
5 (702) 949-8200
DPolsenberg@LRRC.com
6 .LReid@LRRC.com
JHenriod@LRRC.com
7 ASmith@LRRC.com
8 Attorneys for Plaintiff
9 DISTRICT COURT
CLARK COUNTY, NEVADA
10
11
BLACK KNIGHT SPORTS AND
ENTERTAINMENTLLC DBAVEGAS
Case No. /tr(q.,.t1 {p)0/-
GOLDEN KNIGHTS, LLC, a Dep't No. Y({ (
12 Delaware limited liability company, /\-
13 Plaintiff, MOTION TO SEAL AND REDACT
COMPLAINT AND EXHIBITS
14 vs.
15 STUBHUB, INC., a Delaware
corporation,
16
· Defendant.
17
18 Plaintiff Black Knights Sports and Entertainment, LLC, d/b/a Vegas
19 Golden Knights, LLC, ("VGK'' or "Plaintiff'), by and through its counsel of
20 record, Lewis Roca Rothgerber Christie LLP moves 1 the Court to: (1) file under
21 seal the unredacted Complaint; (2) publicly file the redacted version of the
22 Complaint, attached hereto as Exhibit A; and (3) seal Exhibits 1, 4 and 6
23 attached to Plaintiffs Complaint.
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26 1 Undersigned counsel anticipates that this motion will not be opposed, as
27 Mark G. Tratos of Greenberg Traurig, LLP, represented to VGK that he expects
to represent Defendant StubHub, Inc. ("StubHub" or "Defendant") and
28 requested this motion be filed.
Lewis Roca
ROTHGERBER~
1
1
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Dated this 21st day of June, 2018.
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2 LEWIS ROCA ROTHGERBER CHRISTIE LLP
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3
By: //J~~
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4 ✓it.A.NIEL ]t·:"-:t>'oLSENBERG/(SBN
2376)
5
/';, E. LEIF REID (SBN 5750)
JOEL D. HENRI OD (SBN 8492)
6 ABRAHAMG. SMITH (SBN 13,250)
3993 Howard Hughes Parkway, Suite 600
7 Las Vegas, Nevada 89169
(702) 949-8200
8
Attorneys for Plaintiff
9
NOTICE OF MOTION
10
/i PLEASE TAKENOTICEth~t the foregoing motion will be heard on
11
:J/),/J.(Z,,~ , 20JK
at q.OO ~{Ybepartment )l'ff / of the Eighth Judicial
12
District Court, Las Vegas, Nevada.
13
POINTS AND AUTHORITIES
14
Redaction of the complaint and sealing of the exhibits is appropriate for
15
the following reasons:
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1. The Term Sheet, which is the subject of the parties' dispute and
18
attached to the Complaint as Exhibit 1, restricts the disclosure of certain
19
"confidential information," which is defined to include both the terms of the
20
agreement itself and various business and financial information. See Exhibit 1
21
· to Compl., Term Sheet§ 9.
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2. VGK acknowledges StubHub's contention that the Term Sheet
23
contains important trade secrets r:egarding StubHub's negotiation strategies
24
and contract terms that it utilizes with other clients, vendors, and venues.
25
StubHub believes this information is unique and that it derives independent
26
economic value from its confidentiality.
27
3. The Complaint quotes and attaches as an exhibit the Term Sheet
28
(Exhibit 1), an e-mail discussing its specific provisions (Exhibit 4), and an e-
Lewis Roca
ROTHGERBER~ 2
1 mail that attaches
• what may constitute confidential "financial information"
2 under the agreement (Exhibit 6).
3 4. Pursuant to SRCR 3(4)(g)-(h), the Court may seal or redact court
4 records, including a complaint, when necessary to protect intellectual
5 proprietary or property interests such as trade secrets, as defined in NRS
6 600A.030(5), or where sealing or redaction is justified by another circumstance.
7 NRS 600A.030(5) defines "trade secret" as "information, including, without
8 limitation, a formula, pattern, compilation, program, device, method, technique,
9 product, system, process, design, prototype, procedure, computer programming
10 instruction or code that derives independent economic value, actual or
11 potential, from not being generally known to, and not being readily
12 ascertainable by proper means by the public or any other persons who can
13 obtain commercial or economic value from its disclosure or use; and is the
14 subject of efforts that are reasonable under the circumstances to maintain its
15 secrecy." NRS 600A.303(5)(a)(l)-(2), and (b).
16 5. VKG respects that StubHub believes the information contained in
17 Exhibits 1, 4 and 6 constitutes important trade secrets as contemplated and
18 defined by NRS 600A.030(5), and in particular that the information contained
19 therein qualifies as a formula, pattern, compilation, method, technique, system,
20 process, and/or procedure deriving independent economic value from not being
21 generally known to the public and to the parties' competitors, and on that basis
22 Exhibits 1, 4 and 6 should be sealed pursuant to SRCR 3(4)(g).
23 6. StubHub also believes that all quotes and references located within
24 the Complaint to proprietary information contained ·within Exhibits 1, 4 and 6
25 should redacted.
26 7. In respect ofVGK's contractual agreement to maintain
27 confidentiality regarding the parties' Term Sheet, and StubHub's contention
28 that specific matters discussed above constitute trade secrets and other
Lewis Roca
ROTHGERBER~
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1 propriety information, VGK submits that privacy interests at issue here
2 outweigh the public interest in open court records.
3 8. Therefore, VGK moves the Court should file the redacted complaint
4 and seal the exhibits, until the parties have an opportunity to submit full
5 briefing to further substantiate the proprietary and confidential nature of
6 information in the complaint and exhibits.
7 DATED this 21st day of June, 2018.
--,c~-"~'J'-_
8 LEWI~ ~-Kirnf-1:GBfBER CHRISTIE,LLP
. /
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9 , .. .L✓" .·,L...,__.r ___, ~ • .r..4'

10 n IEL F.=PoLsENBERGb"'(sBN2376)
. LEIF REID (SBN 5750)
11 JOEL D. HENRI OD (SBN8492)
ABRAHAMG. SMITH (SBN 13,250)
12 3993 Howard Hughes Parkway
Suite 600
13
Las Vegas, Nevada 89169
14 (702) 949-8200

15 Attorneys for Plaintiff


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Lewis Roca
ROTH
GERBER~
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• •
EXHIBIT A

Proposed Redacted Complaint



BUSINESS COURT CIVIL COVER SHEET
·········--··········
.........................................................
County, Nevada
Case No. ···································----·································
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(Assigned by Clerk's Office)

I. Party Information (provide both home and mailinl! addresses if different)


Plaintiff(s) (name/address/phone): Defendant( s) (name/address/ phone):

Black Knight Sports and Entertainment LLC dba Vegas Golden Knights, LLC StubHub, Inc.

Attorney (name/address/phone): Attorney (name/address/phone):

Daniel F. Polsenberg, E. Leif Reid, Joel D. Henriod, Abraham G. Smith


3993 Howard Hughes Parkway, Suite 600
Las Vegas, Nevada 89169 (702) 949-8200

II. Nature of Controversy (Please check the applicable boxes for both the civil case Qpe and business court case Qpe)

D Arbitration Requested
Civil Case Filing Types Business Court Filing Types
Real Property Torts CLARK COUNTY BUSINESS COURT
Landlord/Tenant Negligence ONRS Chapters 78-89
Ouniawful Det~iner
OOther Landlord/fenant •
0Auto

00ther
Premises Liability
Negligence
Ocommodities (NRS 91)
Osecurities (NRS 90)
Title to Property 0Mergers (NRS 92A)
0Judicial Foreclosure Malpractice Ouniform CommercialCode (NRS 104)
0Foreclosure Mediation Assistance DMedical/Dental 0Purchase/Sale of Stock, Assets, or Real Estate
Oother Title to Property
Other Real Property
• Legal
0Accounting
0Trademark or Trade Name (NRS 600)
0Enhanced Case Management
Ocondemnation/Eminent Domain • other Malpractice [j!Other Business Court Matters
Oother Real Property
Construction Defect & Contract
Construction Defect
0Chapter40
•Other Torts
Product Liability
Omtentional Misconduct
WASHOE COUNTY BUSINESS COURT
ONRS Chapters 78-88
DCommodities(NRS 91)
Oother
Contract Case
Construction Defect • Employment Tort Osecurities (NRS 90)
01nsurance Tort 01nvestments (NRS 104 Art.8)
Ouniform
0Building
Commercial Code
and Construction
li]Other Tort
Civil Writs •
0Deceptive Trade Practices (NRS 598)
Trademark/TradeName (NRS 600)
D 1nsuranceCarrier Owrit of Habeas Corpus 0Trade Secrets (NRS 600A)
Ocommercial
OcoJJection of Accounts
Instrument Owrit
Owrit
of Mandamus
of Quo Warrant

00ther
Enhanced Case Management
Business Court Matters
0Employment Contract Owrit of Prohibition
DOther Contract • Other Civil Writ
Judicial Review/Appeal/Other Civil Filing

•Appeal Other
Appeal from Lower Court
Other Civil Filing
0Foreign Judgment
D Other Civil Matters
/I II

June 21 2018
'
()"~,'7/ ~
✓f
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Date Signature of ini~tJ or representative

Nev.o.dn
AOC - RcsearcltStatisticsUnit FormPA201
Pursuantto NRS 3.275 Rcv3.l
1 COMPB
DANIEL F. POLSENBERG (SBN2376)
2 E. LEIF REID (SBN5750)
JOEL D. HENRIOD (SBN8492)
3 ABRAHAMG. SMITH (SBN13,250)
LEWIS ROCA ROTHGERBERCHRISTIE LLP
4 3993 Howard Hughes Parkway, Suite 600
Las Vegas, Nevada 89169-5996
5 (702) 949-8200
DPolsenberg@LRRC.com
6 LReid@LRRC.com
JHenriod@LRRC.com
7 ASmith@LRRC.com
8 Attorneys for Plaintiff
9 DISTRICT COURT
CLARK COUNTY, NEVADA
10
BLACK KNIGHT SPORTS AND Case No.
11 ENTERTAINMENTLLC DBAVEGAS
GOLDEN KNIGHTS, a Dep't No.
12 Delaware limited liability company,
COMPLAINT
13 Plaintiff,
(Exempt from Arbitration:
14 vs. Equitable and Extraordinary
Relief Requested)
15 STUBHUB, INC., a Delaware
corporation, Business Court Reguested
16 (E.D.C.R 1.61(a)(2)(1i), (iv))
Defendant.
17
18 Plaintiff Black Knight Sports and Entertainment LLC dba the Vegas
19 Golden Knights (''VGK'') complains against defendant as follows:
20 PARTIES, JURISDICTION, AND VENUE
21 1. PlaintiffVGK is a Delaware limited liability company that operates
22 as the professional National Hockey League team in Las Vegas.
23 2. Defendant StubHub, Inc. ("StubHub") is a Delaware corporation
24 that operates a secondary ticket market for events, including VGK games.
25 3. AXS Group LLC (AXS) is a Delaware limited liability company that
26 owns and operates web-based systems and applications for selling, issuing, and
27 reselling tickets to sports events and other entertainment. AXS is not a party
28 in this case.
Lewis Roca
ROTHGERBER~

1
1 4.
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This Court has jurisdiction over the subject matter under Article 6,
2 Section 6(1) of the Nevada Constitution.
3 5. This Court has jurisdiction over StubHub under NRS 14.065(1) and
4 the United States Constitution because StubHub has sufficient minimum
5 contacts directed toward Nevada, and this suit arises out of those Nevada
6 contacts.
7 6. Venue is proper in the Eighth Judicial District Court, Clark
8 County, Nevada pursuant to NRS 13.010 and 13.040.
9
GENERAL ALLEGATIONS
10
11 INTRODUCTION

12 7. VGK recently completed its 2017-2018 inaugural season as a new


13 National Hockey League ("NHL" or "League") expansion team, playing its home
14 games at T-Mobile Arena in Las Vegas.
15 8. VGK sells tickets to games directly to patrons, including season
16 ticket holders and single-game sales. The prerogative to set prices and the
17 terms of ticket sales belongs exclusively to VGK. VGK sells its tickets
18 electronically, through the use of the internet and mobile device applications on
19 a platform knows as Flash Seats; there are no paper tickets.
20 9. VGK is entitled to protect the integrity of the purchasing rules and
21 pricing structure it implements, in its discretion. Indeed, a ticket to a sporting
22 event is a revocable license, and a licensor has long been permitted to impose
23 restrictions on its licensees, up to a complete restriction on transferability. E.g.,
24 Soderholm v. Chi. Nat'l League Ball Club, Inc., 587 N.E.2d 517 (Ill. App. 1992)
25 (upholding team's right to withhold future season tickets from a patron who ha
26 resold tickets in violation of defendant's ticket policy); Levine v. Brooklyn Nat'l
27 League Baseball Club, 179 Misc. 22, 24 (N.Y. Sup. Ct. 1942) (the Dodgers had
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the right to impose conditions on the resale of the tickets and could not be
2 enjoined from refusing to accept tickets purchased from ticket resellers).
3 10. In this case, VGK elected to permit secondary sales, under certain
4 conditions.
5 11. To facilitate the orderly, fair, and professional resale of VGK
6 tickets, VGK, StubHub and AXS (collectively the "Term Sheet Parties") entered
7 into an agreement, as memorialized in the Term Sheet Parties' July 19, 2017
8 Term Sheet (Exhibit 1). Under that agreement,
9

10
11
12 (Id.§ A.I.)
13 12. The secondary sales facilitated through AXS and StubHub were
14 also conducted electronically, through the use of the internet and mobile device
15 applications. Here again, there were no paper tickets.
16 13. As part of this contract,
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Lewis Roca
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1 16. The parties agreed, however, that
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2
3 (Id.§ A.5
4 & Ex. A.)
5
6 STUBHUB'S ACTIONS

7 17. Before VGK even qualified for post-season play, on March 13, 2018,
8 StubHub sent a communication to its customers, including VGK season ticket
9 holders, 1 that commercialized the playoffs. StubHub invited patrons to "Sell
10 your Golden Knights playoff tickets, cover your season ticket cost"; "last year
11 NHL playoff tickets went for an average of $249, so don't miss out on the
12 action." (Exhibit 2.)
13 18. VGK was not given any advance notice by StubHub that it was
14 going to send the March 13, 2018 communication to VGK season ticket holders,
15 nor did it approve this communication. Rather, VGK would have expressly
16 objected to the communication for a number of reasons, including that the
17 playoff berth had not yet been clinched and because the communication
18 contradicted VGK's planned re-sale and season ticket holder communication
19 plan.
20 19. Once VGK had secured a playoff berth, it made tickets available to
21 its full season ticket holders at two different prices. To reward season ticket
22 holders and fans for their loyalty and dedication, VGK made tickets available at
23 a substantial discount-sometimes roughly 40% off of the standard pricing-if
24 the purchaser would take the "Knights Vow" not to resell their tickets. Season
25 ticket holders could also buy tickets at the standard pricing (which was still
26

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Lewis Roca
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1 below single game ticket pricing) without such a restriction. VGK announced
2 the pricing and the vow in a release on March 27, 2018 (Exhibit 3).
3 20. The Knights Vow was set out in the webpage when customers
4 purchase tickets (Exhibit 3). Unless the season ticket holder opted out by
5 clicking "HERE" and agreeing to pay the standard price, the purchaser agreed
6 not to resell the tickets and received a lower price. That portion of the website
7 states:
8 Season Ticket Members are auto-enrolled for the 2018 Stanley
Cup Playoff tickets under the Knights Vow which provides
9 members with the most savings off the Single Game Playoff
Price. Members will receive the lowest price/seat per game
10 off the Single Game Playoff Price by vowing not to resell
their tickets. Under the Knights Vow, online ticket resell
11 features will be disabled for the 2018 Stanley Cup
Playoffs. The Knights Vow cannot be adjusted by round. In the
12 event a Season Ticket Member resells one or more games, the
Golden Knights will apply the Standard Member Playoff Plan
13 pricing to the round of games where the ticket(s) were resold and
all remaining playoff games. The Knights Vow is desig!_].edfor
14 the truly devoted Golden Knights fan who will KNIGHT UP each
game to support their Vegas Born team. Packing the Fortress
15 with fans like you, will ensure we have the home ice advantage
and support our players need. If you choose to forego tlie
16 Knights Vow campaitn, ~lease click HERE to select the
Standard Member P ayo f Plan. The Standard Member
17 Playoff Plan will feature online ticket transfer and resell
capabilities at the Standard Member Playoff Pricing.
18
19 (Bold and underlining added.)
20 21. The vow applied only to season ticket holders who paid the reduced
21 price. Single game ticket buyers have never been permitted to re-sell tickets
22 throughout pre-season, regular season or payoffs. StubHub was fully aware of
23 this restriction on resale for single game tickets, has accepted this restriction as
24 VGK's right and has not withheld VGK's share of revenue as a result.
25 22. The purpose and objective of the Knights Vow program was
26 explained in the March 27 announcement (Exhibit 3). "Our playoff ticket
27 options reward the loyalty of the most passionate, committed and ardent Vegas
28 Golden Knights season ticket members with preferred pricing," said Vegas
Lewis Roca
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1 Golden Knights President Kerry Bubolz. Because season ticket holders tended
2 to be VGK fans, the Knights Vow helped ensure that playoff games would be
3 packed with fellow VGK fans rather than fans ofVGK's opponents who bought
4 a single resold ticket for the occasion.
5 23. In a series of emails starting April 4 (Exhibit 4), StubHub
6 complained about the restriction on resale under the vow. StubHub demanded
7 that VGK "[i]mmediately enable resale on StubHub for all playoff rounds
8 without any additional cost for those who resell on our platform" and other
9 actions.
10 24. Round 1 of the NHL Western Conference Finals began on April 11,
11 2018. In an email dated April 5, 2018 (part of Exhibit 4), StubHub announced
12 that, unless ·VGK agreed to enable resale of restricted tickets, StubHub would
13 take any and all necessary actions, "including turning off the integration and
14 opening our marketplace to all VGK ticket holders" on Friday April 6, 2018. 2
15 25. Such actions would have encouraged ticket holders to break the
16 Knights Vow-an enforceable contract for the licenses (tickets) between VGK
17 and patrons. StubHub's ultimatum threatened to turn VGK's historic
18 inaugural season from an exper~ence that encouraged fan loyalty and hometow
19 spirit into a "scalping" money-grab.
20 26. What makes StubHub's ultimatum even more galling is that
21 nothing in the Term Sheet even obliquely prohibits the Knights Vow dual-price
22 structure; such a program is consistent with VGK's general right to exclusively
23 control the terms and prices of its of its licenses (tickets).
24 27. StubHub's threats coerced VGK into a resolution, as discussed over
25 April 6 and 7, 2018 through a series of conference calls and email
26 correspondence. The resolution included at least two terms: (1) the Term Sheet
27
2 To be clear, this would have allowed re-sale for all ticket holders, including
28
Lewis Roca single game ticket holders and vow participants.
~
ROTHGERBER

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1 Parties would continue to


2 and (2) VGK and StubHub would issue a series of jointly
3 drafted communications re-emphasizing both the Knights Vow (and its dual-
4 price feature) and StubHub's status as the exclusive secondary sales platform. 3

5 28. The jointly drafted communications were issued on April 8, before


6 Round One of the Western Conference Finals began. (Exhibit 5.) The jointly
7 drafted communications were issued to all patrons, whether or not they elected
8 to take the Knights Vow. These communications again championed StubHub a
9 the exclusive secondary marketplace and warned patrons that use of other
10 resale venues could lead to ticket forfeiture:
11 StubHub is the Golden Knights official ticket marketplace for the
resale of tickets and is the only authentic, authorized and secure
12 marketplace for VGK fans to sell and purchase tickets. The
listing of seats through an unauthorized site will trigger an
13 immediate account review; subject to the terms of your Golden
Knights membership, which includes but is not limited to the
14 revocation of your season tickets and/or removal of potential
future rounds of home playoff games. We will also be conducting
15 random ticket purchases through unauthorized sites to ensure we
retain our Home Ice advantage.
16
17 (Exhibit 5.)
18 29. While VGK was achieving the most successful inaugural season of
19 any major league professional sport team-through Game 5 of the Stanley Cup
·-
20 Final-StubHub behaved as ifit would abide by the April 7, 2018 resolution
21 struck before the playoffs.
22 30. Indeed, during that time VGK and StubHub worked closely
23 together on providing clear communications to fans by jointly drafting e-mail
24 communications and press releases, worked together on preventing secondary
25 sales on unauthorized platforms like Vivid Seats, Facebook and Twitter, and
26
27 3Although AXS and StubHub were co-exclusive operators of the secondary
market, the public interfaced only with StubHub, so the communications do not
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mention AXS.
Lewis Roca
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ROTHGERBER

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1 StubHub executives even came to see VGK compete in the playoffs where they
2 cheerfully congratulated VGK on its success and made no indications that
3 StubHub planned to retain VGK's share of playoff ticket fee revenue.
4 31. Although the Term Sheet requires StubHub to
5 , it generally refused to do so.
6 32. VGK played 10 games at the T-Mobile Arena in the post season.
7 33. StubHub belatedly issued an accounting only well after the season
8 ended, on June 14, 2018 (Exhibit 6). In the accounting, StubHub determined
9 that VG K's one third share of the post-season secondary ticket sales profits was
10 $1,449,583.
11 34. Without any advanced warning or explanation, StubHub
12 announced that it was withholding most ofVGK's share of the
13 secondary ticket profits:
14 Per our analysis, but for the Knights Vow -- and other non-
a~eed upon actions taken by VGK without consulting its
15 ticketing partners as required by our agreement -- each party
would've received $1,449,430 in revenue share for the playoffs in
16 their entirety. AXS will receive its full share. VGK's share will
be adjusted to $254,875 for the _playoffs. The difference will be
17 divided between AXS and StubHub, per the revenue share
calculations within our agreement.
18
19 (Exhibit 6.)
20 35. StubHub gives no methodology for its alleged damages. StubHub
21 has no damages: the Term Sheet and the April 7, 2018 resolution both disallow
22 them.
23 FIRST CAUSE OF ACTION: BREACH OF CONTRACT

24 36. VGK incorporates the previous allegations as if fully restated here.


25 37. VGK and StubHub are parties to the Term Sheet, which is a valid
26 and enforceable contract.
27 38. VGK performed all of its obligations under the Term Sheet or was
28 excused from performance of said obligations.
Lewis Roca
ROTHGERBER ~

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1 39.
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StubHub has breached its obligations to VGK under the Term
2 Sheet by, among other things:
3 a. Failing to make monthly accountings of profits from
4 secondary ticket sales and failing to timely make monthly payments to VGK
5 during the entire term of the parties' performance; specifically, StubHub has
6 paid VGK only twice for the 2017--'-18season: once in February, 2018, for events
7 occurring between September and December, 2017, and once in May, 2018 for
8 events occurring between January and March, 2018;
9 b. at the time of filing this lawsuit, failing and refusing to pay
10 VGK any of its share of post-season secondary ticket sales profits and
11 announcing that it intends to forever withhold no less than $1,194,555 due
12 VGK under the Term Sheet and to date not remitting any of the total
13 $1,449,430 due and owing to VGK; and
14 C. before VGK even qualified for post-season play, sending a
15 communication to its customers, including VGK season ticket holders, that
16 propositioned patrons to "Sell your Golden Knights playoff tickets, cover your
17 season ticket cost" (Exhibit 5); this communication violated the Term Sheet,
18 which required the parties t
19
20 1, § D.1.)
21 40. As a direct and proximate result of StubHub's breaches, VGK has
22 suffered damages in an amount to be proven at trial.
23 41. As a further direct result of StubHub's breach of contract, VGK has
24 incurred and continues to incur attorney fees and costs in the enforcement of its
25 rights and remedies. StubHub is liable to VGK for such expenses in an amount
26 to be proven at trial.
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Lewis Roca
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1 SECOND CAUSE OF ACTION: DECLARATORY RELIEF

2 42. VGK incorporates the previous allegations as if fully restated here.


3 43. This Court has jurisdiction of this claim for relief pursuant to the
4 provisions of NRS Chapter 30.
5 44. There is an actual and present controversy between plaintiff and
6 defendant in that, on the one hand, defendant StubHub has indicated that it
7 intends to withhold no less than $1,194,555 from VGK for alleged damages
8 experienced as a result of the incidents described in this complaint, and, on the
9 other hand, VGK maintains that it has not violated the Term Sheet and that
10 StubHub has committed a material breach that terminates the contract and
11 excuses VGK from further performance.
12 45. VGK requests that this Court enter a declaratory judgment as to
13 the rights and duties of plaintiff and defendant with respect to the incidents in
14 question and that such judgment be in accordance with the contentions of VGK
15 as set forth above, namely
16 a. that the Term Sheet is terminated, so there is no longer a
17 contract, and that, therefore, VGK has no duty to perform, and StubHub has no
18 right to demand performance;
19 b. that the Term Sheet Parties are relieved of their mutual
20 obligations upon termination of the Term Sheet, and no Term Sheet Party is
21 liable after this termination for further transactions thereunder;
22 C. that VGK is free to contract with a different secondary
23 market ticket sales provider; and
24 d. that this termination has a prospective operation only, and it
25 will discharge the Term Sheet Parties from their contractual duty to perform
26 promises that are still wholly executory, but will not di~charge StubHub's duty
27 to make reparation for breaches that have already occurred and that there is no
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Lewis Roca
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1 forfeiture of any right on VG K's part to recover damages for a prior breach of
2 the Term Sheet by StubHub.
3 46. VGK also seeks a declaration that any cause of action, claim, or
4 defense to be asserted against it by StubHub related to the incidents in this
5 lawsuit, and particularly the Knights Vow, is barred by the accord and
6 satisfaction and estoppel.
7 47. At various times in early April, 2018, the parties disputed whether
8 VGK has the right to promote the Knights Vow and its signature feature: a
9 dual-price structure with a significant discount given to patrons who agreed not
10 to re-sell tickets. Ultimately, and pursuant to an agreement of accord made
11 between VGK and StubHub, StubHub agreed to continue to provide its services
12 and to divide the proceeds as provided for in the Term Sheet,
13
14 which concessions, labor, and services StubHub received and
15 accepted from VGK in full satisfaction and discharge of any alleged damages
16 generated by the Knights Vow.
17 48. VGK seeks to have this Court declare that StubHub's alleged
18 damages and claims have been satisfied and released pursuant to the April 7,
19 2018 resolution, under which StubHub (1) expressly and impliedly
20 acknowledged satisfaction of the Knights Vow dispute and (2) expressly and
21 impliedly released any further claims.
22 49. To the extent necessary, VGK also seeks a declaration that
23 encouraging or enabling VGK ticket holders to circumvent the Knights Vow or
24 any other restriction on the resale ofVGK tickets constitutes tortious
25 interference with contractual relations.
26 50. As a further direct result of StubHub's breach of contract, VGK has
27 incurred and continues to incur attorney fees and costs in the enforcement of its
28
Lewis Roca
~
ROTHGERBER

11
1 rights and remedies.
-
StubHub is liable to VGK for such expenses in an amount
2 to be proven at trial.
3
THIRD CAUSE OF ACTION: BREACH OF THE IMPLIED
4 COVENANT OF GOOD FAITH AND FAIR DEALING

5
51. VGK incorporates the previous allegations as if fully restated here.
6
52. Pursuant to Nevada law, every contract imputes to the privies
7
thereto an implied covenant of good faith and fair dealing.
8
53. StubHub owed VGK a duty of good faith and fair dealing under the
9
Term Sheet.
10
54. StubHub breached its duty of good faith and fair dealing through
11
acts and omissions that were unfaithful to the purposes and spirit of the Term
12
Sheet. Among other circumstances, StubHub breached the implied covenant
13
by:
14
a. Wrongfully insisting that the Term Sheet prohibited the
15
Knights Vow, especially because StubHub knows from defeat in a prior lawsuit
16
that professional sports franchises such as VGK have the exclusive prerogative
17
to set the conditions of ticket re-sales, up to and including a total restriction
18
thereof. See StubHub, Inc. v. Golden State Warriors, LLC, No. 15-1436, 2015
19
WL 6755594 (N.D. Cal. Nov. 5, 2015) (dismissing StubHub's suit that sought to
20
limit the right of the basketball club to limit resale of tickets in the manner it
21
preferred);
22
b. failing to provide any rationale or calculation of the damages
23
StubHub accuses VGK of causing through the Knights Vow and declaring that
24
it is due withholding $1,194,555 without any explanation;
25
C. fostering and reinforcing an expectation that the parties had
26
resolved the Knights Vow dispute when StubHub knew or should have known
27
that VGK would have filed a lawsuit to enjoin StubHub's threatened action if
28
Lewis Roca StubHub had made its true intentions clear; and
ROTHGERBER~

12
-
1 d. threatening to encourage ticket holders to break the Knights
2 Vow-an enforceable contract for the licenses (tickets) between VGK and
3 patrons, which caused unnecessary legal expenses and other VGK resources to
4 be diverted to prevent a crisis that StubHub manufactured on the eve of post-
5 season play.
6 55. As a direct and proximate result of StubHub's breach of its duty of
7 good faith and fair dealing, VGK has suffered damages in an amount to be
8 proven at trial.
9 56. As a further direct result of StubHub's breach of the implied
10 covenant, VGK has incurred and continues to incur attorney fees and costs in
11 the enforcement of its rights and remedies. StubHub is liable to VGK for such
12 expenses in an amount to be proven at trial.
13
FOURTH CAUSE OF ACTION: TORTIOUS BREACH OF THE IMPLIED
14 COVENANT OF GOOD FAITH AND FAIR DEALING

15 57. VGK incorporates the previous allegations as if fully restated here.


16 58. Pursuant to Nevada law, every contract imputes to the privies
17 thereto an implied covenant of good faith and fair dealing.
18 59. StubHub owed VGK a duty of good faith and fair dealing under the
19 Term Sheet.
20 60. A special relationship exists between StubHub and VGK because
21
22
23
24 StubHub's control over the integration
25 software places StubHub in an entrusted and fiduciary position of control over
26 who may obtain access to VGK games, upon which VGK must and did rely.
27 61. StubHub tortiously breached its duty of good faith and fair dealing
28 through acts and omissions that were unfaithful to the purposes and spirit of
Lewis Roca
~
ROTHGERBER

13
- -
1 the Term Sheet. Among other circumstances, StubHub breached the implied
2 covenant by:
3 a. Wrongfully insisting that the Term Sheet prohibited the
4 Knights Vow, especially because StubHub knows from defeat in a prior lawsuit
5 that professional sports franchises such as VGK have the exclusive prerogative
6 to set the conditions of ticket re-sales, up to and including a total restriction
7 thereof. See StubHub, Inc. v. Golden State Warriors, LLC, No. 15-1436, 2015
8 WL 6755594 (N.D. Cal. Nov. 5, 2015) (dismissing StubHub's suit that sought to
9 limit the right of the basketball club to limit resale of tickets in the manner it
10 preferred);
11 b. obtaining concessions from VGK through duress and threat of
12 taking any and all necessary actions, including turning off the integration and
13 opening of the StubBub marketplace to all VGK ticket holders;
14 C. failing to provide any rationale or calculation of the damages
15 StubHub accuses VGK of causing through the Knights Vow and declaring that
16 it is due withholding $1,194,555 without any explanation;
17 d. fostering and reinforcing an expectation that the parties had
18 resolved the Knights Vow dispute when StubHub knew or should have known
19 that VGK would have filed a lawsuit to enjoin StubHub's threatened action if
20 StubHub had made its true intentions clear; and
21 e. threatening to encourage ticket holders to break the Knights
22 Vow-an enforceable contract for the licenses (tickets) between VGK and
23 patrons, which caused unnecessary legal expenses and other VGK resources to
24 be diverted to prevent a crisis that StubHub manufactured on the eve of post-
25 season play.
26 62. As a direct and proximate result of StubHub's breach of its duty of
27 good faith and fair dealing, VGK has suffered damages in an amount to be
28 proven at trial.
Lewis Roca
~
ROTHGERBER

14
r--------~~~~--~· --

- •
1 63. As a further direct result of StubHub's breach of the implied
2 covenant, VGK has incurred and continues to incur attorney fees and costs in
3 the enforcement of its rights and remedies. StubHub is liable to VGK for such
4 expenses in an amount to be proven at trial.
5
FIFTH CAUSE OF ACTION: ALTERNATIVE RELIEF, RESTITUTION/UNJUST
6 ENRICHMENT

7 64. VGK incorporates the previous allegations as if fully restated here.


8 65. As an alternative to the causes of action arising under the express,
9 written contract, namely the Term Sheet, VGK alleges restitution and unjust
10 enrichment.
11 66. StubHub accepted the benefit ofVGK ticket holders who resold
12 their tickets through StubHub and appreciated that it was receiving that
13 . benefit to the detriment ofVGK.
14 67. Under the circumstances described above, StubHub has been
15 unjustly enriched in the amount of no less than-$1,194,555 that belongs to VGK
16 against fundamental principles of justice or equity and conscience by reason of
17 StubHub's failing, neglecting, or refusing to pay VGK its share of the post-
18 season secondary ticket sales profits.
19 68. As a direct and proximate result of StubHub's conduct, VGK has
20 suffered damages in an amount to be proven at trial.
21 69. As a further direct result of StubHub's conduct, VGK has incurred
22 and continues to incur attorney fees and costs in the enforcement of its rights
23 and remedies. StubHub is liable to VGK for such expenses in an amount to be
24 proven at trial.
25
26
27
28
Lewis Roca
ROTHGERBER~

15

1 SIXTH CAUSE OF ACTION: INJUNCTIVE RELIEF

2 70. VGK incorporates the previous allegations as if fully restated here.


3 71. VGK is informed, believes, and thereon alleges that StubHub
4 intends to send communications to its member database (which includes any
5 person that has ever created an account to re-sell VGK tickets, even if such a
6 prospective re-seller never actually did re-sell) disparaging VGK and seeking to
7 influence the public, and the jury pool, concerning the Knights Vow dispute and
8 this litigation.
9 72. Unless enjoined, StubHub's threatened communications will cause
10 VGK immediate and irreparable harm.
11 73. VGK does not have an adequate remedy at law.
12 7 4. In particular, an action for breach of contract would be inadequate
13 because legal remedies, such as damages, would not compensate VGK. VGK
14 would lose the trust of its fans, who entered into the Knights Vow with the
15 expectation that, when enforced, the vow would aid the effort to "[p]ack0 the
16 Fortress" with VGK fans.
17 75. VGK seeks an order enjoining StubHub from making disparaging
18 comments of this nature.
19 76. VGK also seeks an order enjoining StubHub from contacting or
20 encouraging VGK ticket holders to violate VGK's restrictions on the resale of
21 tickets or to suggest that such restrictions are unenforceable.
22 77. As a direct result of StubHub's conduct, VGK has incurred and
23 continues to incur attorney fees and costs in the enforcement of its rights and
24 remedies. StubHub is liable to VGK for such expenses in an amount to be
25 proven at trial.
26 PRAYER FOR RELIEF

27 Wherefore, VGK prays for the following relief:


28 A. For money damages according to proof in an amount in excess of
Lewis Roca
ROTHGERBER~

16
-
u

1 $15,000, consistent with the allegations in this complaint.


2 B. For punitive damages according to proof, consistent with the
3 allegations in this complaint.
4 C. For a declaration consistent with the allegations in this complaint,
5 including a ruling that the Term Sheet is terminated and that StubHub is
6 discharged from further performance thereunder.
7 D. For an injunction to restrain StubHub from making disparaging
8 comments about the VGK, the Knights Vow program, and this lawsuit or
9 encouraging VGK ticketholders to violate their contracts.
10 E. For any other equitable or legal relief that the Court deems
11 appropriate.
12 F. For attorney's fees and costs.
13 Dated this 21st day of June, 2018.
14 LEWIS ROCA ROTHGERBER CHRISTIE LLP
.,..----;?r)
15 .,f /',;,"'1 .;#',,,:,,:,, 1 ; ,,4'
/ .,. ..-- ✓' :,p-.,
/ t'-' ~:,-','
/ // ./·_.,fi t' _/ ;,i
16 By: / ./·., ·. 7 ,.., --·<?
__
MNIEL F. POLSENBERG..(SBN2376)
17 A: ~EIF REID (SBN 5750)
/ JOEL D. HENRIOD (SBN8492)
18 ABRAHAMG. SMITH (SBN 13,250)
3993 Howard Hughes Parkway, Suite 600
19 Las Vegas, Nevada 89169
(702) 949-8200
20
Attorneys for Plaintiff
21
22
23
24
25
26
27
28
Lewis Roca
-
ROlHGERBERCHRISTIE

17
-~ ~------- --- --- --

-
EXHIBIT 1

FILED
UNDER
SEAL

EXHIBIT 1
EXHIBIT 2

EXHIBIT 2
Crawford, Adam
-
Subject: FW: Your NHL playoff tickets can cover your season ticket costs.

From: StubHub [mailto:update@mystubhub.com]


Sent: Tuesday, March 13, 2018 10:01 AM
To:- >
Subject: Your NHL playoff tickets can cover your season ticket costs.

[IJ

Sell your Golden Knights playoff


tickets, cover your
season ticket cost.

List tickets

·•:··· ····················o

1
-

LET STUBHUB DO THE WORK


DON'T HAVE YOUR TICKETS FOR YOU.
YET? NO PROBLEM.

Our pricing assistant will help you


You can still list your tickets today, just choose the best price for your
be sure to come back and update your tickets and our multi-ticket listing
listings with the correct tickets when tool makes it a snap to list multiple
you have them. games in just a few taps.

·.·\ ...,..
.,...... ," .
o················
.

0 ---•••~~--~••~---•: ,:~-~'~~1/•,.~:•_._••'••••••••• -~:~-•~:,•·--••'• • V:

AND IF YOU NEED MORE


IT'S SAFE AND SECURE
GOLDEN KNIGHTS TICKETS ...

You don't hav.eto worry about


anything. StubHub will handle the As the world's largest ticket
buyers for you, and you'll get paid marketplace, more people buy
quickly. hockey tickets from other fans than
anywhere else. Hockey fans know
StubHub.

2
•• - Tap, tap, done. -.. :.ii•
List ticket$oow:-~:
It's quick and e:sy to sell your
tickets at StubHub. · •

•••••
Find Events I My Tickets I Sell Tickets

This email was sent to jgrover@ticortitle.com. To ensure delivery to your lnbox and have images displayed properly,
please add update@mystubhub.com to your Address Book or Safe Sender List.

Copyright© 2018 StubHub, Inc. All rights reserved. StubHub is located at 199 Fremont Street, Suite 400, San
Francisco, CA 94105.

Unsubscribe I Privacy

NOTICE:-Theinformation contained in this message is proprietary and/or confidential and may be privileged. If you are
not the intended recipient of this communication, you are hereby notified to: (i) delete the message and all copies; (ii)
do not disclose, distribute or use the message in any manner; and (iii) notify the sender immediately.

3
- -
EXHIBIT 3 ·.

EXHIBIT 3
Helm, Jessica

From: Pollock, Todd <tpollock@vegasgoldenknights.com>


Sent: Thursday, April 05, 2018 5:25 PM
To: Polsenberg, Daniel F.; Henriod, Joel D.
Cc: Reid, Leif
Subject: FW: Important Information About Your Playoff Seats
Attachments: SEASONTICKETMEMBERSHIPAGREEMENT2018.docx

TODD POLLOCK
Vice President Ticketing & Suites
Vegas Golden Knights
City National Arena
1550 S. Pavilion Center Drive I Las Vegas, NV 89135
0: 702-790-2649 j C: 702-209-8168
E: tpollock@vegasgoldenknights.com

---- ,...,.,,,..,-
...,,.,•w------
From: Membership Services, Vegas Golden Knights <members@vegasgoldenknights.com>
Sent: Tuesday, March 27, 2018 1:45 PM
To: Pollock, Todd <TPollock@vegasgoldenknights.com>
Subject: Important Information About Your Playoff Seats

Account Number:1234567

Todd,

Welcome to the next phase in our franchise's historic inaugural season! With last night's victory,
your Vegas Golden Knights have qualified for a spot in the 2018 Stanley Cup Playoffs. As a full
Season Ticket Member, you are automatically enrolled for all postseason games played at T-
Mobile Arena. You will benefit from our "Cheer Now, Pay Later" payment plan that defers
payments until the conclusion of each round and the launch of the "Knights Vow" campaign. In
addition, you will have the opportunity to purchase additional postseason tickets prior to the
general public. Once our opponent and game dates are set, we will contact you immediately with
1
- -
full game day details. In the meantime, please find helpful information below to ensure you are
with us every step of the way.

GREATER SAVINGS THROUGH THE KNIGHTS VOW

Season Ticket Members are auto-enrolled for the 2018 Stanley Cup Playoff tickets under the
Knights Vow which provides members with the most savings off the Single Game Playoff Price.
Members will receive the lowest price/seat per game off the Single Game Playoff Price by
vowing not to resell their tickets. Under the Knights Vow, online ticket resell features will be
disabled for the 2018 Stanley Cup Playoffs. The Knights Vow cannot be adjusted by round. In
the event a Season Ticket Member resells one or more games, the Golden Knights will apply the
Standard Member Playoff Plan pricing to the round of games where the ticket(s) were resold and
all remaining playoff games.

The Knights Vow is designed for the truly devoted Golden Knights fan who will KNIGHT UP each
game to support their Vegas Born team. Packing the Fortress with fans like you, will ensure we
have the home ice advantage and support our players need. If you choose to forego the Knights
Vow campaign, please click HERE to select the Standard Member Playoff Plan. The Standard
Member Playoff Plan will feature online ticket transfer and resell capabilities at the Standard
Member Playoff Pricing.

See below for additional price savings details.

DEADLINE to select the Standard Member Playoff Plan is Monday, April 2, 2018 - If you do
not select the Standard Member Playoff Plan, then your membership will maintain the
Knights Vow benefit throughout 2018 Stanley Cup Playoffs. Once the deadline passes,
changes cannot be made.

STANDARDMEMBER PRESALESINGLEGAME
PLAYOFFPLANROUND1 PRICEROUND1

Price/Seat Per
Game*

Savings Off Single Game


Game*
111-111
No Additional Fees
Game*
Additional Fees Added At
Checkout
2
*Playoff Price/Seat Per Game Subject to Change By Round
-

The Golden Knights offer Season Ticket Members a unique benefit to attend home playoff
games at T-Mobile Arena first, and then pay after the round of games are played. With this
option, you must have a valid crediUdebit card on file. Your card will be securely stored and will
be charged immediately following the round of played home games. This charge will be
processed automatically. Changes to the card on file must be submitted and confirmed two
business days in advance.
,. ", ,·· ...

I
L

Under The Knights Vow, once the NHL announces the first round match-ups and schedule, your
Flash Seats account will activate the two guaranteed round one, home game playoff tickets. In
your Flash Seats account, you may see all four potential round one home games; however, only
the guaranteed games will be accessible. Once a round one home game is guaranteed, Flash
Seats will enable your playoff tickets for that game. You can expect the NH L's announcement to
follow shortly after the conclusion of the regular season.

By selecting the Standard Member Playoff Plan, Flash Seats will activate all potential round one
home games within one-two business days of your selection. Please note, round one, home
games three and four are only played if necessary.

Each subsequent round (if necessary), will follow the same format.

3
- -
If you have season parking with Parkmobile, your parking will be auto-enrolled in postseason
parking for the 2018 Stanley Cup Playoffs. Parkmobile will only activa_tethe guaranteed round
one home games. As soon as another home game or set of home games are scheduled,
Parkmobile parking passes will activate within 24 hours. If you do not have parking through
Parkmobile, we will email more information on parking options at a later date.

Season Ticket Members who are on their scheduled payment plans for the 2018-19 season, will
have access to an exclusive single game playoff ticket presale opportunity on Wednesday,
March 28 at 10 a.m. An email with presale details and access link will be sent tomorrow
morning. The presale opportunity will have limited availability. The number of additional single
game playoff tickets will be limited to two (2) per account, per game. Single game playoff ticket
resell and transfer features will be disabled. Phone purchase orders will not be accepted for this
special presale event.

Should you have any questions, please contact me at 702-645-4259 or


members@vegasgoldenknights.com, Monday-Friday, from 8:30 a.m. to 5:30 p.m.

Go Knights Go!

Membership Services

4
: .El-.BERSHIP
SE:RVICES
I MEMBERS@VEGASGOLDEN
702.645.4259 KNIGHTS,COM

You received this because you are a valued Season Ticket Member of the Vegas Golden Knights. Click here to unsubscribe.

5
- -
+~E6R5+
GD L DEN KNIGHT 5.
SEASON TICKET MEMBERSHIP

MEMBER INFORMATION

Member Name (First, Last): Account Number:

Authorized Representative (If Member is a Company):

Address:

City: State: Zip:

Email: Phone: Applicable NHL Season:

RECURRING PAYMENT ELECTION

Membership Dues Amount:$ _____________________ _

Applicable to the 2018-19 NHL Season:


Number of Tickets: ______________________ _
Seat Location: ________________________ _

D D
MONTHLY PLAN (8 Consecutive Months) ANNUAL PLAN (8 Consecutive Months)
Equal installment payments of total MEMBERSHIP DUES PAY IN FULL Due
Membership Dues made on the 20th of each on February 15th prior to the applicable
month from Jan-Aug (interest free) prior to NHL Season
applicable NHL Season
- •
PAYMENT INFORMATION

Vegas Golden Knights Membership Account Number Date


(MM/DD/YYYY)

Credit Card Number Expiration Date cw


Code

Name on Credit Card

PAYMENT INFORMATION

I understand that by signing this form I give authorization to Black Knight Sports and Entertainment LLC
(dba Vegas Golden Knights) to charge my credit/debit for my annual Vegas Golden Knights Membership
Dues (that include tickets) in the amount and at the frequency set forth above, and I agree to the terms
and conditions listed herein. I understand that my installment charges will be made to my authorized
card/account in association with my chosen payment plan until my annual dues are paid in full. My
payment authorization shall remain in effect for so long as my Vegas Golden Knights Membership
remains in effect. I hereby warrant that I have the authcirity to authorize charges to the listed account for
the purpose of paying my Vegas Golden Knights Membership Dues. I understand and agree that the
Vegas Golden Knights are not liable in any way for erroneous billing statements or incorrect charges and
that should such an error occur in billing, the Vegas Golden Knights only responsibility is to correct it
.when and if the Vegas Golden Knights receive notice of.the error. There will be no refunds or any kind for
these charges. The Vegas Golden Knights reserve the right to restrict entry to Vegas Golden Knights
games or Member events and/or revoke membership privileges if schedule installment payments are not
timely paid and/or if any authorized charge is refused by my credit card company or banking institution for
any reason. I realize that if any credit card/debit card provided at the time of enrollment changes, I will
promptly notify the Vegas Golden Knights and this authorization will remain in effect for the new account
number(s). Under all payment plans, all payments are due on the dates specified regardless of game
cancellations or rescheduling - refunds or exchanges in such events will then be handles under the
Vegas Golden Knights standard ticket policies/terms and conditions. The Vegas Golden Knights reserve
the right to charge a processing fee in the event a charge is refused.
TICKET DELIVERY& FLASHSEATSTERMS & CONDITIONS

I understand that my season tickets will be delivered via Flash Seats.

Please visit http://www.flashseats.com/TermsAndCondition.aspx?ss=O


to read the full Flash Seats terms
and conditions and note the following:

The Vegas Golden Knights acknowledge that I may not be able to use each ticket for all home games. I
acknowledge that the spirit of being a season ticket member is to support the team and not generate
financial gain. I acknowledge that Clark Count Municipal Code 12.38.020 prohibits the sale or resale of
tickets at a price which is in excess of the price that is printed or endorsed upon the ticket without written
permission of the Vegas. Golden Knights. Violation of this ordinance constitutes a misdemeanor
thereunder that may result in me being fined, imprisoned, or both. I acknowledge and agree that the
holder of this ticket shall not have the right to sell or resell this ticket on Arena or adjoining property. In the
event that I cannot use a ticket to a home game and desire to sell such ticket (in accordance with Nevada
law), I may utilize Vegas Golden Knights' preferred re-sale ticketing provider. I acknowledge and agree
that my ticket resale and/or trade activity may be monitored and tracked by the Vegas Golden Knights. In
the event that (a) I sell, attempt to sell, or engage a third party to sell on my behalf a substantial portion of
my Vegas Golden Knights tickets to the seats for home games, or (b) Vegas Golden Knights determine
that I have sold tickets to the seats for home games for the primary purpose of generating financial gain
or benefit for the me, Vegas Golden Knights reserves the right to pursue all legal remedies, immediately
upon written notice to me.

MEMBERSHIPSTANDARDTERMS& CONDITIONS

The Vegas Golden Knights reserve the right, in their sole discretion, to amend, update or modify policies,
pricing, and procedures relative to the Vegas Golden Knights Membership Program upon notice to the
Member/account holder of record.

Account Ownership. Membership accounts may be transferred once during the season for a one-time
administrative fee for $250 with the written approval of the Vegas Golden Knights.

Your Membership is a Revocable License. The Vegas Golden Knights Membership (and included
ticket(s)) is a revocable license issued by the Vegas Golden Knights to the individual or corporate entity
name that appears on the account of record. Breach of any of the terms of this agreement (or in the case
of Flash Seats' delivery, the seat locator), shall entitle the Vegas Golden Knights to pursue all available
legal remedies, including but not limited to revocation or cancellation of your membership and forfeiture of
any and all payments made for the current membership year. Vegas Golden Knights may change your
seat location at any time during the membership year upon notice to you, and in the event ofa relocation,
will make good faith efforts to relocate your seat location to a comparable location within the Arena.

All Sales are Final. No Refunds or Exchanges. Payments must be timely made on or before the agreed
upon payment plan dates. Delivery of tickets will be made prior to the applicable hockey season, and only
upon receipt of full payment of annual Membership dues, or for accounts that are current on all payments.
For those on installment payment plans, in the event you fail to make any timely required payments, the
Vegas Golden Knights reserve the right to either (a) withhold your tickets for upcoming events until
payment is made and the account is in good standing or (b) terminate your Membership, with any
payments made prior to the termination date forfeited by you for the current membership year or (c)
pursue all available legal remedies.
Playoffs. Tickets to playoffs are at an additional cost above and beyond your annual membership dues.
Full season members automatically retain their seats for all home playoff games and members in good
standing will be charged for playoff tickets at the conclusion of each round, with the same form of
payment elected for membership dues, and only for the games that are actually played. Notification of
playoff pricing will be sent to you prior to the end of the regular season.

Restrictions: You agree not to transmit, distribute, or sell (or aid in transmitting, distributing or selling), in
any media, any description, account, picture, video, audio or other form of reproduction of any Vegas
Golden Knights game or any surrounding activities for which your ticket is issued. Your ticket(s) may not
be used for any form of commercial or trade purposes, including, but not limited to, the sale of all or
substantially all of your season tickets for non-personal, business use, advertising, promotions, contests
or sweepstakes, without the express written consent of the Vegas Golden Knights and the NHL.

Assumption of Risk/Release of Liability: You or the holder of the ticket to any game or event voluntarily.
assume all risk and danger of personal injury (including death) and all hazards arising from, or related in
any way to, the game (including, but not limited to, injuries caused by players, fans, hockey pucks or
other objects) whether occurring prior to, during or after the game, however caused and whether by
negligence or otherwise. You and your guests agree that neither the Vegas Golden Knights, the NHL, or
their respective affiliates, employees, agents or owners are liable for any injuries.

Fan Behavior: Any ticket holder or ticket member who behaves in an unruly or disruptive manner,
including, but not limited to, foul language, intoxication, physical or verbal abuse of other fans, Arena
employees, game officials, players or coaches during, before or after a game may be asked to leave T-
Mobile Arena. The Member of record is responsible for such behavior by anyone using their tickets. The
Vegas Golden Knights reserve the right in the event of such behavior, to terminate your Vegas Golden
Knights Membership without refund or other compensation.

Use of Image. You (or the user of your ticket for any particular game) grant permission to the Vegas
Golden Knights and the NHL (and its designees and agents) to utilize your image, likeness, actions and
statements in any live or recorded audio, video or photographic display or other transmission, exhibition,
publication or reproduction made of or at the game in any medium or context for any purpose, including
commercial or promotional purposes, without further authorization or compensation.

Acceptance of Terms/Conditions: Upon remitting any full or partial payment toward your annual Vegas
Golden Knights Membership dues, or by accepting delivery of your tickets and Vegas Golden Knights
Member benefits, you acknowledge responsibility for payment of the full annual membership price and
accept and agree to the terms and conditions stated on this Membership Agreement, including the Flash
Seats Terms and Conditions at http://www. flashseats.com/TermsAndCondition.aspx?ss=O.

Use of Personal Information. Vegas Golden Knights, the NHL and their respective affiliates have the
right to use your personal information (a) for the continued administration and maintenance of any season
ticket plan and this Agreement, (b) to review your account to determine whether and to send you
information on other products or services that we or our affiliates provide and may be of interest to you,
(c) to conduct other transactions that you request, {d) to provide you with information about third-party
products or services, and/or (e) in connection with business related matters. To do this, Vegas Golden
Knights may disclose your personally identifiable information such as your address, email address, and
telephone number to third-parties, but will not disclose personal information protected by state and federal
law to third parties.
-
Governing Law. This Membership Agreement shall be governed by the laws of the State of Nevada.

Individual Arbitration Membership Agreement. Unless prohibited by federal law, I and the Vegas
Golden Knights agree to arbitrate any and all claims and disputes arising from or relating in any way to
this Agreement or the parties' dealir:,gs with one another ("Claims") through BINDING INDIVIDUAL
ARBITRATION, except for: (a) Claims concerning the validity or enforceability of this Arbitration
Agreement, which are for a court to decide (however, Claims concerning the Agreement as a whole are
for the arbitrator to decide); and (b) individual Claims brought in small claims court or your state's
equivalent court, unless they are transferred, removed or appealed to a different court: "Claims" include
disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute,
regulation, ordinance, common law and equity. This Arbitration Agreement involves interstate commerce
and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 ("FAA"), and not by state law.

Court, Jury Trial and Class Action Waiver. In any Claim to be resolved by arbitration, neither I nor the
Vegas Golden Knights will be able to have a court or jury trial or participate in a class action or class
arbitration. Other rights that I and the Vegas Golden Knights would have if I or the Vegas Golden Knights
went to court will not be available or will be more limited in arbitration, including the right to appeal. I and
the Vegas Golden Knights each understands and agrees that by requiring each other to resolve all
disputes through individual arbitration, WE ARE EACH WAIVING THE RIGHT TO A COURT OR JURY
TRIAL. ALL DISPUTES SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS
ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, CLASS
ARBITRATION OR ANY SIMILAR PROCEEDING. The arbitrator(s) may not consolidate the claims of
multiple parties.

American Arbitration Association. Arbitrations shall be administered by the American Arbitration


Association ("AAA")pursuant to the applicable AAA rules in effect at the time the arbitration is initiated. I
may obtain information about arbitration, arbitration procedures and fees from AAA by calling 800-778-
7879 or visiting www.adr.org. If the parties cannot agree, a court shall select the arbitrator or arbitration
administrator. The arbitration shall take place in Las Vegas, Nevada. The arbitrator shall follow applicable
substantive law consistent with the AAA, apply applicable statutes of limitations, honor valid claims of
privilege, and issue a written reasoned decision. THE ARBITRATOR MAY AWARD ALL REMEDIES
THAT WOULD APPLY IN AN INDIVIDUAL COURT ACTION (SUBJECT TO CONSTITUTIONAL LIMITS
THAT WOULD APPLY IN COURT), PROVIDED THAT MY REMEDIES SHALL BE LIMITED TO
REIMBURSEMENT OF MY DIRECT OUT-OF-POCKET DAMAGES UP TO THE MAXIMUM AMOUNT
PAID BY ME TO THE VEGAS GOLDEN KNIGHTS WITHIN THE PRIOR TWELVE MONTHS FROM THE
DATE OF MY CLAIM, WITHOUT ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE
DAMAGES. The arbitrator's decision shall be final and binding, except for any appeal rights provided by
the AAA. Judgment on the arbitrator's award may be entered in any court with jurisdiction. The parties
agree that this Arbitration Agreement extends to any other parties involved in any Claims, including but
not limited to guests and Vegas Golden Knight's employees, officers, affiliated companies and vendors.
- •
Opt-Out Clause. I HAVE THE RIGHT TO REJECT THIS ARBITRATION AGREEMENT, BUT I MUST
EXERCISE THIS RIGHT PROMPTLY AS SET FORTH HEREIN.

If I do not wish to be bound by this agreement to arbitrate, I must mail a written rejection notice to the
Vegas Golden Knights at 1550 S. Pavilion Center Drive, Las Vegas, NV 89135, Attn: Ticketing &
Premium Sales. The notice must include my full name, address, account number, and the statement "I
reject the Arbitration Agreement contained in my season ticket agreement." The Vegas Golden Knights
must receive the written rejection notice within sixty (60) days after the date I sign this Agreement. If I
exercise the right to reject arbitration, the other terms of this Agreement shall remain in full force and
effect as if I had not rejected arbitration.

I represent and acknowledge that I have reviewed and understand all of the terms and conditions of the
Vegas Golden Knights' Season Ticket Membership program, and by signing below, agreed to be bound
by all of terms and conditions of the Vegas Golden Knights' Season Ticket Membership program.

D AS A COMPANY

Name of Company Signature of Authorized Office Name and Title of Authorized Office

Date Signed (MM/DDNYYY)

D AS AN INDIVIDUAL

Name of Individual Signature of Authorized Office Name and Title of Authorized Office

Date Signed (MM/DDNYYY)

[END]
• •
'

EXHIBIT 4

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EXHIBIT 4 ·
EXHIBIT 5

EXHIBIT 5
Subject: Important Information Regarding your Golden Knights Playoff Ticket Order

Account Number

Member First Name,

Thank you for your purchase of Vegas Golden Knights single game playoff tickets for the
upcoming 1st Round series that begins next week.

Your tickets will be delivered within 24 hours of game time via Flash Seats, our digital ticketing
platform. You are encouraged to download the application on your mobile device in advance.
Our opponent, as well as game date and time, will be announced by the NHL by Monday, April
9. Your tickets are ineligible for re-sale or transfer.

We are actively monitoring all non-authorized sites and the Flash Ticket Transfer tool for the
sale of tickets. We and our partners may also be making test purchases through non-authorized
channels. The listing or sale of seats through any site will result in the immediate cancellation of
your order.

If you have any questions, please reply to this email or contact the Golden Knights Membership
ServicesTeam at 702-645-4259.

Go Knights Go!
-
Account Number

Member First Name,

CONFIRMATION:Important Information Regarding Your Knights Vow

Thank you for taking The Knights Vow, showing your devotion to helping create the best
home ice advantage in the NHL! With the playoffs right around the corner, we would like to
provide clarity and review the parameters of the Knights Vow with you.

The Knights Vow cannot be adjusted by round, and the pricing will be applicable for the
duration of the playoffs. Should you change your mind and wish to resell your tickets, your
account will .be adjusted to the Standard Member Playoff pricing. Once a Season Ticket
Member switches from The Knights Vow to the Standard Member Playoff pricing, changes
will be final for the 2018 Stanley Cup Playoffs.

StubHub is the Golden Knights official ticket marketplace and is the only authentic,
authorized and secure marketplace to sell your Golden Knights tickets. Should you choose
to sell on StubHub, your account will remain in good standing and no adjustments, other
than the application of Standard Member Playoff pricing, will apply.

We are actively monitoring all non-authorized sites and the Flash Ticket Transfer tool for
the sale of tickets. Misusing Flash Transfer will be viewed as an unauthorized ticket resale
and will result in the application of the Standard Member Playoff pricing.

Any listing or sale of seats through an unauthorized site will trigger an account review,
application of Standard Member Playoff pricing and may result in revocation of your
season tickets for the remainder of the 2018 playoffs and potentially non-renewal next
year of your Season Ticket Membership, subject to the terms of your Golden Knights
membership. We will also be conducting transactions through unauthorized sites to protect
the integrity of the Knights Vow and loyal members like yourself.

Your flash seats will be delivered in the next 24 hours and our first-round opponent, dates
and times, will be released by the NHLshortly. We will update your accordingly.

If you would like to adjust your account or if you have any questions, please reply to this
email or contact the Golden Knights Membership Services Team at 702-645-4259.

Go Knights Go!
Account Number

Member First Name,

Subject: Important Information Regarding your Golden Knights Playoff Tickets

Thank you for your support of the Vegas Golden Knights. With the playoffs right around the
corner, we would like to provide clarity and review the parameters of our Playoff Ticket
policies.

We are in receipt of your opt out of the Knights Vow and into our Standard Member Pricing,
which gives you the ability to immediately transfer tickets to friends and family, and to sell
tickets for games you cannot attend on StubHub, our official partner. Your election to switch
from The Knights Vow to the Standard Member Playoff pricing is effective for the duration of
the 2018 Stanley Cup Playoffs.

StubHub is the Golden Knights official ticket marketplace for the resale of tickets and is the only
authentic, authorized and secure marketplace for VGK fans to sell and purchase tickets. The
listing of seats through an unauthorized site will trigger an immediate account review, subject
to the terms of your Golden Knights membership, which includes but is not limited to the
revocation of your season tickets and/or removal of potential future rounds of home playoff
games. We will also be conducting transactions through unauthorized sites to protect the
integrity of our fans and loyal members like yourself.

We appreciate your support and if you have any questions, please reply to this email or contact
the Golden Knights Membership ServicesTeam at 702-645-4259.

Go Knights Go!
• •
EXHIBIT 6

FILED
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SEAL

EXHIBIT 6

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