Terms and Conditions Any capitalized terms not defined herein shall have the meaning ascribed to such capitalized terms in All- Access Pass Agreement (the All- Access Pass Agreement ) Section 1. All- Access Pass Entitlements. (i) Season Tickets. (a) Participant agrees that the Season Tickets are owned by the NETS, and that the All- Access Pass Agreement in no way conveys any ownership to Participant. Participant further agrees that the Season Tickets are a revocable license to attend only Preseason Games and Regular Season Games at the Arena. Participant shall be bound by and shall observe the terms and conditions upon which tickets for admission to the Arena have been issued, including without limitation, any policy adopted with respect to the cancellation or postponement of any Game. Participant shall, and shall cause its guests to, maintain proper decorum and comply with all applicable laws and all rules and regulations of all governmental authorities, the NETS, the Team, and/or the operator of the Arena, including without limitation, any rules and regulations posted in the Arena or set forth on the back of any ticket purchased under the All- Access Pass Agreement and the Rules of Enjoyment governing the F&B Benefit (as defined below). Participant shall not take any action that shall cause personal injury or property damage in or upon the Arena. (b) In the event that the Team plays any Playoff Game during the Term, Participant agrees to purchase tickets for the Seats for each Playoff Game at the prevailing rate established by the NETS. (c) The NETS, upon notice to Participant, may relocate Participant s Seats. Such relocation shall not materially alter Participant s viewing experience in any way. (ii) Pass Entitlements. (a) Subject to policies and procedures established by the NETS or its Arena affiliate (or any of its Event promoter partners) the NETS shall cause its Arena affiliate to provide Participant the opportunity to purchase, on a presale basis, tickets to Events at the Arena during the Term (i.e., before such tickets go on sale to the general public). For each All- Access Pass purchased under
the All- Access Pass Agreement, Participant shall be entitled to such presale purchase opportunity for one (1) ticket for each Event. Participant agrees not to re- sell any ticket to an Event purchased by Participant pursuant to this Section 1(ii)(a) until tickets for such Event go on sale to the general public. (b) The NETS shall provide, or shall cause its Arena affiliate to provide, Participant with complimentary food and non- alcoholic beverages during each Game at designated areas within the Arena corresponding with Participant s ticket category (the F&B Benefit ). The F&B Benefit is non- transferable and any transfer of the F&B Benefit by Participant shall be deemed a Participant default under Section 2(i)(c) of the All- Access Pass Agreement. (c) Participant shall receive the All- Access Pass discount for Team merchandise sold in the Arena. (iii) Resale Compliance. Should Participant resell a ticket to a Game or Event, Participant shall abide by any and all applicable laws, rules, and regulations relating to the resale of any such tickets. Section 2. Default and Remedies Participant: (i) Participant Default. Any of the following shall constitute a default by (a) Participant fails to make any monthly payment or has failed to pay in full in accordance with the All- Access Pass Agreement; (b) Participant fails to comply with Section 1(i)(a); or (c) Participant fails to comply with any other term or condition of the All- Access Pass Agreement.
(ii) NETS Remedies. Should Participant be in default of the All- Access Pass Agreement under Section 2(i): (y) the NETS may cease delivery of or deactivate any unused Season Tickets and/or revoke the pass entitlements granted herein until such default is cured by Participant (Participant shall have a five (5) day period to cure, from the date of notice to Participant of any such default); and/or (z) the NETS shall be entitled to terminate the All- Access Pass Agreement and, in such instance, (1) retain any payments made by Participant under the All- Access Pass Agreement as of the date of termination, and (2) Participant shall pay the NETS all remaining payments called for under the All- Access Pass Agreement through the end of the Term, multiplied by 1.5, as liquidated damages (and not as a penalty). Upon any default of the All- Access Pass Agreement, Participant shall have no further rights under the All- Access Pass Agreement until Participant cures any such default (Participant shall have a five (5) day period to cure, from the date of notice to Participant of any such default). Upon any termination of the All- Access Pass Agreement, Participant shall have no further rights under the All- Access Pass Agreement and the NETS shall have the right, but not the obligation, to resell the Seats to another person or entity. In no event shall the NETS be obligated to resell the Seats to another if other seats are available for sale. Section 3. Assignment. (i) Subject to the prior approval of the NETS, which may be granted or withheld in its sole discretion, Participant may assign his/her rights under the All- Access Pass Agreement to a third party. In order to effectuate any such assignment, Participant, the assignee, and the NETS (for approval purposes only) shall execute an Assignment Agreement, prepared by the NETS. (ii) The NETS reserve the right to assess an assignment fee of 8% of the amount listed in Section C of your All- Access Pass Agreement. (iii) Any assignment made by Participant not in accordance with the procedures in this Section 3 shall be null and void. Section 4. Scope of License. For the avoidance of doubt, the purchase of the All- Access Pass shall not be construed to create any ownership interest, security, title, or estate in any of the NETS, the Team, or the Arena. Section 5. Force Majeure. The NETS shall be excused from performance under the All- Access Pass Agreement, and shall not be liable to Participant in any respect, if any Game or
Event is postponed, cancelled, or otherwise prevented, or if the NETS is otherwise unable to perform any of its obligations under the All- Access Pass Agreement, as the result of acts of God, weather, civil commotion, war, terrorism, threats of terrorism, litigation, labor controversies, accidents, inability to obtain fuel or supplies, or other causes beyond the reasonable control of the NETS. The All- Access Pass Agreement shall not operate as or constitute any warranty, representation, covenant, or guarantee by the NETS that any number of Games or Events or any particular event, sports team or individual group shall occur, play or appear at the Arena during the Term. Section 6. Miscellaneous. Participant shall indemnify, hold harmless and defend the NETS, its affiliates, and the NBA, and their respective directors, officers, partners, members, employees, and agents from and against any and all liabilities, losses, damages, claims, costs, demands and expenses (including reasonable attorneys fees) of any kind asserted by or on behalf of any person or entity arising out of Participant s use of the All- Access Pass and the Arena in contravention of the provisions of the All- Access Pass Agreement, or the negligent, reckless or willful acts or omissions on the part of Participant or his/her invitees. In the event that Participant is not a natural person, the individual signing on behalf of Participant represents and warrants that he/she is duly authorized to bind Participant. The All- Access Pass Agreement shall be governed by the laws of the State of New York; the Parties consent and submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or the Supreme Court for the State of New York, New York County, in connection with the enforcement of the All- Access Pass Agreement. The All- Access Pass Agreement together with these Terms and Conditions contain the entire agreement between the Parties with respect to the transactions contemplated by the All- Access Pass Agreement and supersedes all prior agreements or understandings, whether written or oral, between the Parties with respect to the subject matter hereof. If any provision of the All- Access Pass Agreement shall be held invalid, illegal, unenforceable, or in conflict with applicable law, the validity, legality, and enforceability of the remaining provisions of the All- Access Pass Agreement shall not in any way be affected or impaired thereby. Ambiguities shall be not be construed against the drafter of the All- Access Pass Agreement. The All- Access Pass Agreement may be executed in counterparts and each counterpart shall be deemed to be an original instrument, but both such counterparts shall constitute but one instrument. The All- Access Pass Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered by the Parties. Except as expressly provided in the All- Access Pass Agreement, no waiver of any provision of, or consent or approval required by, the All- Access Pass Agreement, nor any consent to or approval of any departure here from, shall be effective unless it is in writing and signed by the Party against whom enforcement of any such waiver, consent or approval is sought. Such waiver, consent or approval shall be effective only in the specific instance and for the purpose for which given. Neither the failure of any Party to enforce, nor the delay of any Party in enforcing, any condition, provision or part of the All- Access Pass Agreement at any time shall be construed as a waiver of that condition, provision or part or forfeit any rights to future enforcement thereof. If Participant is or becomes comprised of two or more persons or entities, all obligations of Participant herein shall be the joint and several obligations of the persons and entities constituting Participant. No action taken pursuant to the All- Access Pass Agreement, including any investigation by or on behalf of any Party hereto, shall be deemed to constitute a waiver by the Party taking action of compliance by any other Party
with any representation, warranty, covenant or agreement contained herein. Delivery of an executed counterpart of a signature page of the All- Access Pass Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed original counterpart of each such instrument. PARTICIPANT WAIVES ANY RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES ON, OR IN RESPECT OF, ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ALL- ACCESS PASS AGREEMENT OR ANY DOCUMENT OR INSTRUMENT DELIVERED IN CONNECTION WITH THE ALL- ACCESS PASS AGREEMENT, THE RELATIONSHIP OF PARTIES HEREIN, AND/OR ANY CLAIM OF INJURY OR DAMAGE