Ticket Terms

YOUR PURCHASE AND/OR USE OF A COURTSIDE CLUB ACCESS PASS FOR A KASEYA CENTER EVENT  IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. PLEASE READ CAREFULLY.

TERMS AND CONDITIONS

1. Grant of License. THIS IS NOT A GAME/EVENT TICKET. YOU MUST PURCHASE A GAME/EVENT TICKET IN ORDER TO BE GRANTED ACCESS TO THE ARENA. Subject to these terms and conditions (the “Terms”), upon your full payment of each Courtside Club Access Pass fee (the “Fee”), Basketball Properties, Ltd (the “Operator”) grants to you (“Licensee”) the revocable right to access the Courtside Club (the “Club”) located within the Kaseya Center (the “Arena”) for the event referenced on each purchased Miami Heat home game ticket or event ticket (collectively the “Event”) for the duration of the Event (the, “Term”) in the manner herein provided. Any accompanying minor, or any invitee, guest, employee, agent, or contractor of Licensee  (each, a “Licensee Party” collectively, the “Licensee Parties”) agrees to these Terms as a user of a Courtside Club Access Pass (“Access Pass”).

2. Term. The Term shall expire immediately upon conclusion of the Event. At the end of the Term Licensee and Licensee Parties will no longer have access to or use of the Club.

3. Use and Access.

3.1. Access to Club. Licensee’s use and access to the Club is subject to these Terms. Except during the Event, Licensee shall not be entitled to access to, or use of, the Club or any other portion of the Arena at any other time. For Miami Heat home games, access to the Arena commences one and one-half hours prior to the beginning of the game and for other Arena events, such access commences at event door time. For Miami Heat home games, access to the Club following the conclusion of the fourth quarter will be restricted to individuals who are twenty-one (21) years of age or older. For all other Arena events, access to the Club, at all times, is restricted to individuals who are twenty-one (21) years of age or older.

3.2. Access to Common Areas. Licensee shall be entitled to the non-exclusive use of the Arena’s common areas with Operator and other users of the Arena. The Arena’s common areas include the sidewalks, stairways, ramps, restrooms, elevators, and other portions of the Arena that Operator may designate, at its sole discretion, from time to time, to be shared by Licensee and other users of the Arena, subject to any and all Rules and Regulations (as defined in Section 10.1).

3.3. Dress Code. Licensee and all Licensee Parties are expected to dress in a manner that reflects the sophisticated ambiance of the Club. Proper lounge attire is required. Entry may be denied to individuals not adhering to this dress code. The Operator reserves the right to interpret and enforce the terms of this Section 3.3, at its discretion. Operator may modify the terms of this Section at any time without prior notice.

4. Access Pass; Event.

4.1. Access Pass. Upon full payment of the Fee and purchase of an Event ticket, Operator shall provide Licensee an Access, subject to these Terms. Each occupant of the Club during the Event must have the required Access Pass. Each Access Pass provides access to only one (1) person. If any individual is permitted access to the Club by Licensee without the required Access Pass, Operator may, in its sole discretion, refuse any access to the Club and/or require that such individual immediately leave the Arena. Licensee and Licensee’s Party are each subject to, and shall comply with, all provisions set forth on the back of the Event ticket, these Terms and all Rules and Regulations.

4.2. Recordings. Licensee and Licensee Parties’ acknowledges and agree that the Event may be recorded by the Operator and/or promoter, sponsor, presenter, or organizer of the Event, and expressly and irrevocably grants such parties (and their respective designees and agents) the right and license to utilize Licensee’s and Licensee Parties’ image, likeness, voice, 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, worldwide and in perpetuity. This Section 4.2 shall be deemed Licensee’s and Licensee Parties express consent to all such use.

5. The Fee; Taxes; Other Costs; Interest and Charges.

5.1. The Fee. Payment of the Fee is not guaranteed until your purchase is completed. Licensee may not access or grant access to the Club until full payment is received by the Operator. Licensee’s failure to timely pay any amounts when due under these Terms constitutes a breach of these Terms and the Operator may terminate Licensee’s Access Pass(es). No reduction in the Fee shall be made if fewer than the listed number of guests or invitees attend the Event. The Operator shall not be liable, in any way, for erroneous bill statements or incorrect charges, and should an error occur in billing or debiting, the Operator’s sole responsibility shall be to correct such error if the Operator receives written notice of such error. All sales are final and non-refundable. The Fee shall be paid to Operator in immediately available U.S. Dollars using one or more methods (e.g., cash, personal check, credit card, ACH transfer, wire payment, etc.) as determined from time to time by Operator. For the avoidance of doubt, all references in these Terms to “Dollars” or “$” shall refer to U.S. dollars and all payments and calculations of amounts hereunder shall be made in U.S. Dollars.

5.2. Taxes. Licensee acknowledges that sales tax is applicable to the Access Pass and agrees that Licensee shall be responsible for paying all applicable sales tax during the Term as and when due.

5.3. Other Costs. If your payment instrument is not honored or cannot be processed, your payment will be subject to a fee, even if your payment is honored on subsequent presentment. This fee is $25 if the returned payment amount is $50 or less, $30 if the returned payment amount is between $50.01 and $300, $40 if the returned payment amount is between $300.01 and $800, and up to 5% of the payment amount if the returned payment amount exceeds $800. Any payment that is ten (10) or more days delinquent is also subject to a fee of up to 5% of the amount overdue. In addition, Licensee shall be responsible for, and shall pay to Operator promptly after receipt of an invoice therefor, all other costs, expenses, fees, and amounts payable by Licensee under these Terms or with respect to any service or matter affecting Licensee’s use of the Club.

5.4. Interest and Charges. Except as explicitly provided in these Terms, the Fee and any other amounts payable to Operator hereunder shall be paid without deduction, offset, withholding of any kind, prior notice, or demand. The Operator reserves the right to charge an additional fee for any payments returned or denied for insufficient funds (including closed accounts). If Licensee fails to pay any such amount on or prior to the date such payments are due, simple interest will accrue on all unpaid amounts at a rate equal to the lower of eighteen percent (18%) per annum or the highest rate permitted by Applicable Law, from the applicable due date until such amounts are paid in full (including any such accrued and unpaid interest). In addition, Licensee shall be responsible for any reasonable outside attorneys’ or other professionals’ fees and other costs incurred by Operator to collect any payment due to the Operator under these Terms following Licensee’s failure to make such payments as and when due. Licensee shall be responsible for all fees and charges applicable to any such payment made to Operator under these Terms.

5.5. Credit Card Authorization. Being the cardholder, authorized representative, designee, or corporate officer, by purchasing the Access Pass(es), Licensee agrees to pay the fees set forth under these Terms, and specifically authorizes the Operator to charge the credit or debit card provided by Licensee or on Licensee’s behalf as Licensee’s payment method for all charges contemplated under these Terms. Licensee agrees that Licensee will not dispute such charges with Licensee’s credit or debit card company, provided the transactions correspond to the terms of these Terms. In the event the credit or debit card provided by Licensee becomes invalid, Licensee will provide the Operator with a new valid credit or debit card upon request, to be charged for the payment of any outstanding balances owed pursuant to these Terms. Licensee hereby represents and warrants to Operator that Licensee has the authority to provide the authorization set forth in this Section 5.5 on behalf of Licensee or any interested entity and is an authorized user of the provided credit or debit card. Operator may perform an initial credit card authorization for the payment(s) due pursuant to these Terms to validate available credit and may perform further authorizations for additional amounts payable at later dates.

6. Food and Beverage; Alcohol.

6.1. Food and Beverage. Food and beverages shall be provided for sale within the Club by the authorized food and beverage concession service designated by Operator, at prevailing rates established by such provider, to be billed directly to Licensee. Licensee shall promptly pay all charges and expenses, including applicable taxes, for such food and beverages incurred by Licensee in connection with the use of the Club by Licensee and Licensee Parties. Failure to pay any such charges or expenses as and when due shall be an Event of Default by Licensee (as defined in Section 14). Operator or the catering concession service has the option in its sole discretion to require that a valid, effective credit card be put on file so that food and beverage services can be directly charged to such credit card. No other food or beverages may be brought into or be prepared or consumed in the Club. Licensee will not sell any food or beverage whatsoever in the Club and will not bring any food, beverages, or utensils or equipment for cooking or preparation of food into the Club.

6.2. Alcohol. Operator may limit, restrict, or prohibit the sale, consumption, service and availability of alcohol in the Club for health, safety, and any other reason which Operator determines in its sole discretion. Licensee covenants and agrees that it shall, and it shall cause Licensee Parties to, observe all Applicable Laws governing the consumption of alcohol beverages within the Club. Licensee agrees that Licensee shall be responsible for such Licensee Parties. Licensee and the Licensee Parties shall not allow any individual under the legal drinking age to consume any alcohol beverage from, in, or around the Club.

7. Damages. Licensee will be responsible for the cost and expense of cleaning, repair, or replacement of the Arena, the Club, or its contents due to any act or omission by Licensee and/or Licensee Parties.

8. Force Majeure Event. Except as expressly provided in this Section 8, if Operator is unable to perform any of its obligations under these Terms due to a Force Majeure Event, Operator’s obligations shall be abated for the duration of the Force Majeure Event. In addition, if the Event is delayed, rescheduled, or cancelled by reason of a Force Majeure Event, Licensee acknowledges and agrees that Licensee will have no right or claim on account thereof and will not be entitled to any compensation or other remedy or relief from or against Operator, any Other Beneficiary, or any other person or entity affiliated or associated with any of the foregoing persons, including their respective successors or assigns. For purposes of these Terms, a “Force Majeure Event” means an event or condition that is caused by facts and circumstances that are beyond the reasonable control of Operator, which wholly or partially prevents or delays the performance of any of the duties, responsibilities, or obligations of Operator, including without limitation, fire, hurricane, storm, flood, natural disaster, or the elements, mob, riot, destruction or damage of the Club and/or Arena, casualty, civil disturbance, insurrection, blockade, embargo, arrest or other restraint of government (civil or military), national or local emergency, calamity, epidemic, pandemic or other health crisis (regardless of any governmental authority’s characterization thereof or response thereto), strike, lockout, other labor dispute (including any strike, lock-out, or other work stoppage involving NBA players, or employees or contractors of the Arena or any of its tenants), war, war-like action (whether actual, pending, or expected), act of terrorism or sabotage, confiscation, seizure, or condemnation by any governmental authority, any act or failure to act of any governmental authority, compliance with any order or regulation of any governmental authority, the enactment, imposition, or modification of any Applicable Law that occurs after Licensee’s purchase of the Access Pass(es), failure of a utility provider, interruption of or delay in transportation, or cyber incidents such as hacking, data breaches, denial-of-service attacks, malware or ransomware attacks, or any other form of cyber intrusion or disruption.

9. Arena Alterations. The Operator reserves the right to improve, renovate, reconstruct, alter, restore, reduce, or expand any aspect of the Arena and its surrounding areas, including the Club, as determined by the Operator in its sole discretion, including the right to relocate or re-designate the Club (collectively, “Arena Alterations”). Licensee acknowledges and agrees that in the event of any Arena Alterations that permanently relocates the location or existence of the Club, the Operator will notify Licensee in writing. Such notice shall be Licensee’s sole remedy in connection with any Arena Alterations.

10. Compliance with Laws and Rules and Regulations; No Recording & No Commercial or Trade Use of Tickets; Removal.

10.1. Compliance with Laws and Rules and Regulations. During the Event, Licensee shall, and shall ensure that its invitees and guests: (a) comply with all federal, state, municipal, and other laws, ordinances, rules, and regulations applicable to the Arena and the Club, and the use thereof by Licensee (including, but not limited to, any requirements under the Americans with Disability Act (“ADA”)) (“Applicable Laws”); (b) comply with all rules and regulations governing the use, occupation, and access to or from the Club and the Arena as Operator deems advisable, all rules and regulations of any promoter, organizer, artist, or performer of the Event, and all applicable Miami Heat and NBA rules, as they now exist or are hereinafter adopted, including, but not limited to, the NBA Fan Code of Conduct located at https://www.nba.com/nba-fan-code-of-conduct (collectively, the “Rules and Regulations”); (c) not engage in any activity which would cause Operator’s fire and extended coverage insurance to be cancelled or the rate therefor increased (or, at Operator’s option, will pay any such increase); (d) maintain proper decorum, not permit any lighting, sound or odors that are visible, audible, or perceptible from outside the Club, and not commit any act which is a nuisance or annoyance to Operator or to other users of the Arena, or which might, in the sole judgment of Operator, cause appreciable damage to Operator’s goodwill or reputation, or tend to injure or depreciate the Arena; (e) not commit or permit waste in the Club or the Arena; and (f) not paint, erect, or display any sign, advertisement, placard, or lettering which is visible in the Arena without Operator’s prior written consent, which may be withheld in Operator’s sole discretion. Licensee acknowledges that in order to comply with ADA, Licensee may be required to remove, vacate, or adjust one or more of the seats within the Club to accommodate handicapped individuals. Operator will not be obligated to enforce, or be liable to Licensee, for any breach of Applicable Laws or the Rules and Regulations by any person in the Club.

10.2. No Recording. Licensee and the Licensee Parties shall not film, record, or transmit from the Club, or any other portion of the Arena, all or any portion of the Event or any description thereof, by any means (including radio or television broadcasting, whether broadcast “live” or by means of a film, tape, or other technology including digital recording devices, cameras, movie cameras, video cameras, audio recorders, camera- and video-enabled cellular telephones, or any other technology). Operator reserves the right to confiscate any digital recording, tapes, films, or other recordings produced in violation of this Section 10.2. This Section 10.2 is not intended to prohibit Licensee or the Licensee Parties from recording short videos of the Event for personal use only; provided such recordings are not prohibited by the organizer, sponsor, promoter, or artist of the Event.

10.3. Removal. Operator reserves the right, in its sole discretion and on its own behalf or through a designee, to access the Club and to remove any Access Pass holder or occupant who has violated or is violating these Terms, including any Applicable Laws or Rules and Regulations applicable to conduct in the Club or the Arena, or who is creating a nuisance or disturbance in or about the Club or the Arena.

11. Indemnification and Release; Waiver of Claims; Assumption of Risk; Limitation of Liability; Exculpated Parties.

11.1. Indemnification and Release. Licensee agrees to indemnify, protect, defend, and hold harmless Operator and each Other Beneficiary from and against any and all damages, losses, claims and any other liability of every kind and description (including reasonable costs and attorney’s fees defending against such claims) (“Claims”) arising from (or alleged to have arisen from) (a) any act or omission of any Licensee Party; (b) any injury, death, or property damage or loss caused by (or alleged to be caused by), in whole or in part, or attributable to any Licensee Party; or (c) any tort or action in the nature of false arrest or imprisonment, defamation, or wrongful entry, in each case in the foregoing clauses (a)-(c), in connection with or related to these Terms, the Club, or the Arena. Further, Licensee, on behalf of itself and each of its licensees and guests, agrees to use and occupy the Club and other facilities of the Arena at its own risk and hereby irrevocably releases Operator and each of the Other Beneficiaries to the fullest extent permitted by Applicable Law from any and all Claims for any injury, death, or property damage; except to the extent any such any injury, death, or property damage is caused by the gross negligence or willful misconduct of Operator.

11.2. Waiver of Claims. Without limiting the foregoing, Licensee acknowledges and agrees that no party, including any Licensee Party and its respective successors, assigns, heirs and beneficiaries, will have the right to bring any Claim or be entitled to otherwise recover from any Claims incurred by or against Operator or any Other Beneficiary related to any (a) bodily injury or death, (b) property damage (whether or not such damage is caused by the condition of the Club or the Arena), or (c) vandalism, theft, loss, or disappearance of property, in each case resulting from any cause whatsoever within, around, or near the Club or Arena, and Licensee hereby irrevocably waives and relinquishes any and all such rights and Claims, except to the extent any of the foregoing is caused by the gross negligence or willful misconduct of Operator.

11.3. Assumption of Risk. Licensee acknowledges that attendance at sporting events and other events at the Arena may expose attendees to certain risks of bodily injury, death, or property damage, including from (a) actions occurring on the court during the playing of a game or on stage or in the audience during a performance, (b) incidents involving other attendees who have consumed alcoholic beverages, and (c) thrown or dropped objects, spills of food or beverages, or the unruly behavior of other attendees. Licensee and all Licensee Parties hereby assume all risk and danger incidental to the foregoing, and agree that neither Operator or any Other Beneficiary shall have any liability for any bodily injury, death, or property damage arising from or related to any of the foregoing. In addition, Licensee hereby agrees to assume all responsibility and liability for the consumption in the Arena of alcoholic beverages by any Licensee Party and for the conduct and behavior of any and all Licensee Parties.

11.4. No Representation or Warranty by Operator. Licensee accepts the Club on an “AS IS” basis based on its own inspection and investigation and not in reliance on any statement, representation, inducement, or agreement of Operator or any Other Beneficiary. Further, Licensee represents and warrants that neither Operator nor any Other Beneficiary has (a) made any representation or warranty with respect to the Club or the Arena or the suitability or fitness of the Club or the Arena for Licensee’s use, (b) agreed to undertake any improvement or renovation to the Club or the Arena, except as expressly herein provided; (c) made any representation as to the taxation or other financial aspects or other ramifications of this License, and Licensee has relied solely upon its own investigation and the advice of Licensee’s professional advisors with respect to all tax and other consequences of these Terms and the purchase of tickets and other items in connection herewith; or (d) except as otherwise expressly provided in these Terms, made any representation or provided any assurances that any particular number of Heat games or other events will be conducted at the Arena, and Licensee acknowledges and agrees that these Terms are not in any way dependent upon the conduct of those or any other events at the Arena but, instead, these Terms will be unaffected by and will continue in effect regardless of the kind or number of events at the Arena.

11.5. Exculpated Parties. Licensee acknowledges and agrees that: (a) these Terms impose no contractual obligations upon the County or the City of Miami (the “City”), and that the County and the City and each of its members, elected officials, other officials, officers, agents, employees, independent contractors, and consultants, (each an “Exculpated Party”) are express third party beneficiaries of these Terms as to all indemnification provisions set forth in this License; (b) in pursuing its rights and remedies against Operator under this License, Licensee will look solely to Operator or its property for the satisfaction of Licensee’s remedies and will not have recourse against or otherwise look to the property or assets of any Exculpated Party; and (c) no member, elected official, officer, employee, agent, independent contractor or consultant of the County or the City will be liable to Licensee, or any successor in interest to Licensee, in the event of any default or breach by the County or the City under any of the Related Agreements (as such term is defined in the Management Agreement), including any and all documents referenced therein and executed in connection therewith, or on any other obligation under these Terms.

12. Assignment. Licensee may not assign, sell, sublease, transfer, mortgage or otherwise alienate or encumber (such act being to “Assign” and to result in an “Assignment”) the Access Pass(es) or any interest herein without the prior written consent of Operator. Any attempted Assignment without Operator’s prior written consent will be void.

13. No Sale of & Commercial Use of Access Passes. Licensee agrees not to sell any Access Pass(es), or any other right of admission to the Club, Arena, or otherwise permit any person to occupy the same for hire. Licensee agrees not to solicit or accept any direct or indirect payment or income from any person or entity for the use of the Access Pass(es). In addition, the Access Pass(es) 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 the Operator, NBA, or the promoter, sponsor, organizer of the Event.

14. Default; Remedies; Effect of Termination.

14.1.1. Event of Default by Licensee. Licensee’s failure or refusal to abide by any of Licensee’s obligations under these Terms will constitute an “Event of Default” by Licensee. Upon the occurrence of an Event of Default, Operator will be excused from performing any of its obligations under these Terms and may, in its sole discretion, take one or more of the following actions: (i) terminate access to the Access Passes by giving written notice of such termination to Licensee, and upon such termination (a) Licensee shall not be entitled to a refund of any Fee paid hereunder and shall remain liable for the full payment of the Fee; and (b) Operator shall have the right, but not the obligation, to relicense the Access Passes to another person or entity; (ii) expel or remove Licensee and any invitee, guest, or occupant;(iii) deny Licensee admission to the Arena and the use of the Club, including by invalidating any Access Passes previously issued to Licensee, or withholding distribution of any Access Passes not yet distributed to Licensee; and (iv) pursue any right or remedy available to Operator at law or in equity or available to Operator. The foregoing remedies of Operator shall be cumulative, and Operator’s exercise of any remedy or remedies set forth herein shall not preclude its exercise of any other right or remedy set forth herein or any other right or remedy lawfully available to Operator. Following an Event of Default, Licensee shall be responsible for all costs and expenses incurred by Operator in enforcing Operator’s rights and remedies, including reasonable outside counsel attorneys’ fees and court costs.

15. Miscellaneous.

15.1. Non-Waiver. Neither acceptance of the Fee by Operator nor failure by Operator to complain of any action, non-action, or default of Licensee will constitute a waiver of any of Operator’s rights hereunder. Waiver by Operator of any right for any Event of Default of Licensee will not constitute a waiver of any right for either a subsequent Event of Default of the same obligation or any other Event of Default.

15.2. Notices. Any notice, consent, or approval required or permitted under these Terms will be properly given if in writing and will be deemed properly delivered if hand-delivered, forwarded by U.S. Mail, registered or certified mail, postage prepaid and return receipt requested, or delivered via overnight courier, and addressed as follows (or to one or more such other addresses as a party may designate as its new address for such purpose by notice given to the other party in accordance with this Section 15.2): If to Licensee, at the address set forth in Licensee’s purchase and if to Operator, Basketball Properties, Ltd., 601 Biscayne Boulevard, Miami, Florida 33132, Attention: Senior Vice President, Ticket and Premium w/ a copy to: Attention Raquel Libman, Esq., EVP & Chief Legal Officer (at the same address).

15.3. Gambling. In no event will Licensee or any other Licensee Party engage or consent to any gambling activities in the Club or in the Arena, whether such activities are legal or illegal. This Section 15.3 is not intended to prohibit game operations, promotions, and entertainment that are legal in the State of Florida.

15.4. Governing Law; Venue; Exclusive Jurisdiction. These Terms will be construed in accordance with and governed by the laws of the State of Florida, without regard to its conflict-of-laws provisions. Venue will be Miami-Dade County. Each party agrees to the exclusive jurisdiction of the state courts located in Miami-Dade County, Florida with respect to any claim or cause of action arising out of or related to these Terms, and hereby waives any objection based on venue or forum non conveniens with respect to any action instituted in such courts.

15.5. Exculpation. Notwithstanding anything contained in these Terms to the contrary, Licensee agrees that, in pursuing its rights and remedies against Operator under these Terms, Licensee will look solely to Operator or its property for the satisfaction of Licensee’s remedies and will not have recourse against or otherwise look to the property or assets of any of Operator’s current or future incorporator, stockholder, director, officer, employee, agent, or partner.

15.6. Relationship. No Licensee Party will be considered an employee or agent of Operator or to have been authorized to incur any expense on behalf of or to bind Operator or the Club in any way. Operator will not be liable for any acts, omissions, or negligence of Licensee any other Licensee Party. Operator and Licensee will not be construed to be either partners or joint venturers in the conduct or the operation of the Club.

15.7. Joint and Several Obligations. If Licensee is or becomes comprised of two or more persons or entities, all obligations of Licensee herein will be the joint and several obligations of the persons or entities constituting Licensee.

15.8. Representations and Warranties of Licensee. Licensee hereby represents and warrants to Operator: (a) if Licensee is a corporation, limited liability company, partnership, or other type of corporate entity, Licensee is in good standing and is duly authorized to transact business in the State of Florida, (b) Licensee has full right and authority to agree to these Terms, the person agreeing to these Terms on behalf of Licensee was authorized to do so, and no consent or approval of any other person is required for the performance under, this License by Licensee that has not been obtained, (c) Licensee has read and understands the Terms, (d) Licensee is not entering into these Terms as an investment and has no expectation of profit from the rights and interests arising under and pursuant to these Terms; (e) Licensee is agreeing into these Terms for Licensee’s own use and not with a view to the distribution, transfer or resale of all or part of the rights and interests hereunder; and (f) and these Terms constitutes the valid, binding, and enforceable obligation of Licensee, subject to principles of equity and creditors rights generally.

15.9. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit.

15.10. Entire Agreement and Effect. These Terms contains the entire agreement and understanding between Operator and Licensee with respect to the Access Pass(es) and supersedes any and all prior agreements and understandings as to the Access Pass(es) hereof.

15.11. Severability. If any provision of these Terms or any portion thereof is determined to be invalid or illegal for any reason, such invalidity or illegality shall not affect the validity or legality of any other provisions, which other provisions shall remain in full force and effect as if these Terms had been executed with the invalid or illegal provision eliminated.

15.12. Time is of the Essence. With regard to all dates, deadlines, and time periods set forth or referred to in these Terms, time is of the essence.

15.13. Amendments. These Terms may be amended or otherwise modified by Operator, at any time, with or without notice to Licensee.

15.14. Headings; Interpretation. The headings in these Terms are for reference purposes only and have no legal effect. Licensee acknowledges and agrees that: (a) Licensee has reviewed and negotiated the terms and provisions of these Terms and has contributed to it, having had the opportunity to consult with counsel; (b) no term or provision of these Terms will be read, construed, or interpreted for or against any party by reason of ambiguity of language, rule of construction against the drafting party, or any similar doctrine; and (c) the terms and provisions of these Terms will be construed fairly as to all parties and not in favor of or against any party regardless of which party was generally responsible for the preparation of these Terms.

15.15. Binding Effect. These Terms will be binding upon and inure to the benefit of the heirs, executors, administrators, successors, and permitted assigns of each party.

15.16. Attorneys’ Fees. Following an Event of Default by Licensee, Operator will be entitled to recover, and Licensee will pay, all of Operator’s reasonable attorneys’ fees and costs incurred by Operator in enforcing Operator’s rights and remedies following such Event of Default. If either party brings an action to enforce the terms of, or declare rights under, these Terms, the prevailing party in any such action, on trial or appeal, will be entitled to recover its reasonable attorneys’ fees and costs, including with respect to all appeals from the non-prevailing party. In addition, if Licensee files or has filed involuntarily against it a petition for bankruptcy or other reorganization, Operator will be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with presenting a claim in said proceeding or in connection with an adversary proceeding arising in said proceeding.

15.17. Waiver. The delay or failure of Operator to assert or exercise any right, remedy, or privilege under these Terms or to insist on strict and prompt performance of any covenant or agreement, will not constitute a waiver of any right, remedy, privilege, or failure to perform nor will it be construed as a waiver or relinquishment of Operator’s right to later enforce the same according to its rights under these Terms if there is a continuous or subsequent delay or failure. No waiver will be effective unless in writing, and then only in the specific instance for which it was given.

15.18. Survival. All provisions of these Terms that, by their terms are intended to survive expiration or termination shall survive any expiration or termination of the Access Pass(es). In addition, any payment obligation of Licensee that accrues or arises prior to or at the time of expiration or termination of the Term and is contemplated under these Terms to be paid after such expiration or termination shall survive such expiration or earlier termination until paid in full.

15.19. Consent to Receive Communications from Operator: The Operator often provides its clients with non- marketing information, including account maintenance, Event day information, and scheduling changes, and marketing communications via phone call or text message. By providing a phone number, Licensee hereby expressly consents to receive non- marketing and marketing calls and text messages from or on behalf of the Operator and Miami Heat at the provided telephone number or any telephone number provided by Licensee or on Licensee’s behalf, including calls and text messages sent by an automatic telephone dialing system or using an artificial or prerecorded voice. Licensee confirms that the telephone number provided by Licensee, or Licensee’s behalf, is registered to Licensee and Licensee agrees to notify the Operator in writing if Licensee changes, transfers, drops, or otherwise surrenders this phone number. If applicable, Licensee agrees to give Operator and any person designated by Operator, any reasonable assistance to perfect the rights defined in this Section 15.19. Licensee may revoke Licensee’s consent to receive marketing or non-marketing calls or text messages by advising Licensee’s designated account representative in writing at the address provided in this License. Licensee acknowledges and agrees that Licensee’s consent to receive such calls or text messages is not a condition of purchasing Access Passes to the Club.

15.20. WAIVER OF TRIAL BY JURY. IT IS MUTUALLY AGREED BY AND BETWEEN OPERATOR AND LICENSEE THAT EACH OF THEM HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER PARTY WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS AND/OR THE ACCESS PASSES OR THE RELATIONSHIP OF THE PARTIES HEREUNDER.