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Purchase Agreement

Terms and Conditions

Last Updated: August 21, 2025

  1. Use. All tickets for Hurricanes Games and facilities at the Stadium are owned by the University of Miami and Licensee’s use hereunder shall be solely arising from the license granted herein. Licensee and Licensee’s guests shall be entitled to use the Licensed Product and the Permitted Club Areas facilities only at times for which appropriate tickets for admission to the Licensed Product have been obtained and the Stadium is intended to be open for use by the general public. Licensee and Licensee’s guests shall be bound by and shall observe the terms and conditions upon which tickets for admission to the Stadium have been issued by the sponsor or promoter of such game or owner of the Stadium, South Florida Stadium LLC (the “Owner”), including, and without limitation, the policy with respect to cancellation or postponement of the game. Access to the Licensed Product and the Permitted Club Areas facilities shall be from the Permitted Club Areas of the Stadium. Access to the Licensed Product areas, the Permitted Club Areas level, and the Permitted Club Areas facilities shall be shared only by persons who are holding appropriate tickets or passes for admission to such areas. This Agreement provides Licensee only with the right and privilege to use the Licensed Product and the Permitted Club Areas facilities in the manner set forth herein. In addition to the terms of this Agreement, Licensee acknowledges that Licensor or Owner may, from time to time, establish reasonable rules and regulations governing the use of the Stadium, the Licensed Product and the Permitted Club Areas facilities. Without limiting the generality of the foregoing, such rules and regulations may, among other things, establish the following: (i) standards of behavior for patrons or users of the Licensed Product and the Permitted Club Areas facilities, and (ii) limitations on the access to and use of common areas in the Stadium and/or Permitted Club Areas facilities. Notice of any such rules and regulations shall be given in such a manner as Licensor or Owner may elect. Licensee hereby agrees to comply with all such rules and regulations. Licensor, Owner, and their respective representatives shall be entitled to have access to the Licensed Product areas on such occasions and to such extent as Licensor or Owner, in their sole discretion, deem necessary or appropriate for the proper performance of the duties and obligations required or contemplated to be performed or to be observed by Licensee under this Agreement, including compliance with the rules and regulations governing use of the Stadium, the Licensed Product and the Permitted Club Areas facilities. Except as permitted in writing by Licensor, the re-sale, license, or sublicense of the Licensed Product, Seat(s) and/or Permitted Club Areas membership is prohibited. If the Licensed Product, Seat(s) or other benefits licensed hereunder are found on an unauthorized web-site or advertisement for re-sale, license, or sublicense, the Licensee shall be in default of this Agreement and Licensor may take any action permitted under Section 4 below, including, without limitation, terminating this Agreement. The determination as to which areas of the Stadium shall constitute Permitted Club Areas for Licensee shall be determined by Licensor in its sole discretion and shall be subject to change upon notice to Licensee. Licensee and Licensee’s guests shall adhere to the general directions of Licensor, Owner, and their respective representatives with respect to access to the Licensed Product areas and Permitted Club Areas.
  2. Private Suite Fee. The use of the Licensed Product, the Permitted Club Areas facilities and/or other rights and benefits described herein shall be contingent upon payment to Licensor of the Private Suite Fee in the amounts set forth in Section B.2. above, plus any sales, use, or other governmental taxes due with respect to Licensee’s use of the Licensed Product and/or the Permitted Club Areas facilities or imposed upon the payment of the Private Suite Fee. In the event that the Private Suite Fee is not paid, when due, in such amounts as set forth above, then Licensee acknowledges and agrees that use of the Licensed Product and the Permitted Club Areas facilities shall be subject to the Default provisions of Section 4, below. Without waiving any other right or remedy set forth herein or otherwise available to Licensor in law or in equity, and without the obligation to provide notice or any opportunity to cure, Licensor shall have the right to deny access to the Stadium, Licensed Product, and/or Permitted Club Areas level for any Hurricanes Game at any time when there are due and outstanding Private Suite Fee or other amounts due from Licensee hereunder. The obligation of Licensee to pay the Private Suite Fee, and other fees, expenses, taxes and other charges due under the Agreement is independent of any other agreement that may have been entered into between Licensee and Licensor, its affiliates, its concessionaires or any other party. Licensee will promptly make all such payments due to Licensor, Stadium’s concessionaires, or other providers in connection with Licensee’s use of the Licensed Product, without any deductions, set offs, or counterclaims against such payments on account of any breach or default by, or claims against, Licensor or any other person or entity. Licensor shall have the right, at its election, to apply any and all payments of the Private Suite Fee, regardless of how designated, to past due fees, expenses, taxes or other charges owing under this Agreement, or any sponsorship or services agreement entered into by and between Licensee and Licensor (and/or its affiliates), before applying any remaining balance to current amounts due under this Agreement.
  3. Covenants. Licensee covenants and agrees as follows: (A) In addition to the terms of this Agreement, Licensee and Licensee’s guests shall abide by and observe all rules and regulations established from time to time by Licensor as set forth in Section 1 of these Terms and Conditions. (B) Licensee and Licensee’s guests shall at all times maintain proper decorum (as determined by Licensor) while using the Licensed Product or Permitted Club Areas and shall comply with all present and future laws, ordinances, orders, rules and regulations of all duly constituted governmental authorities, and will not suffer or permit to remain any use or manner of use in violation thereof. (C) Visual or audio recording is prohibited, unless otherwise agreed by Licensor in writing. Licensor has the right to confiscate any equipment relating to any such unauthorized recording. (D) Licensee and Licensee’s guests shall not display any sign, banner, placard or other advertising materials on, in, around or from the Licensed Product or in any Permitted Club Areas. (E) Licensee and Licensee’s guests shall not make any alterations, changes, additions or improvements to the Licensed Product or Permitted Club Areas. Licensee and Licensee’s guests shall keep and maintain the Licensed Product and Permitted Club Areas in good repair, order and condition, and shall reimburse Licensor, upon Licensor’s demand, for any costs incurred by Licensor to repair any damage directly or indirectly caused by Licensee or Licensee’s guests, whether such damage is to the Licensed Product, any other area of the Stadium, or to any property of Licensor therein, which Licensor property shall include, for the avoidance of doubt, any fixtures, furniture, equipment, televisions, glassware, surfaces, artwork, and structures, normal wear and tear excepted. (F) Licensee agrees that the Private Suite Fee does not include the cost or price of food and beverage for any Hurricanes Games, except as Licensor may in its sole discretion offer in certain Permitted Club Areas. Licensee and Licensee’s guests will be responsible for all food and beverage charges and gratuities in connection with the use of the Licensed Product or Permitted Club Areas. Licensee agrees that neither it nor its guests will bring into the Stadium, or possess in the Stadium, food or beverages of any kind except those provided by authorized food and beverage concessionaires in the Stadium. To the extent Licensee or Licensee’s guests purchase food or beverage within the Licensed Product area, Permitted Club areas, or other areas of the Stadium, Licensee shall promptly pay for such purchases at the time of purchase or promptly following receipt of invoice from Stadium. To the extent Licensee provides a credit card to Licensor, Licensee hereby authorizes Licensor to charge such credit card in connection with any such purchases. (G) Licensee and Licensee’s guests shall permit any and all bags, clothing or other articles to be screened and/or inspected prior to entry into the Stadium and shall not enter the Stadium with and/or shall remove any items which the Licensor or Owner deems inappropriate, offensive or potentially injurious to the Stadium or other patrons of the Stadium. Licensee and Licensee’s guests consent to being screened by metal detectors, hand-wand inspection, if necessary (as determined in the sole and absolute discretion of the Licensor or Owner), a pat-down inspection, and such other searches as Licensor or Owner may request or implement in the future. Furthermore, the Licensee and Licensee’s guests consent to X-ray inspection of any and all personal items. (H) Without the prior written approval of Licensor, neither Licensee nor Licensee’s guests shall directly or indirectly solicit or otherwise seek social, political, religious or charitable contributions or otherwise promote any social, political, religious or charitable cause in the Licensed Product or any other part of the Stadium.
  4. Default. In the event Licensee fails to pay when due any amounts (including, without limitation, the Private Suite Fee) to be paid by Licensee pursuant to this Agreement or otherwise defaults in the performance or observation of its duties and obligations under this Agreement, Licensor may, at its option, terminate the rights of Licensee hereunder by giving Licensee notice of termination and all rights, licenses, and privileges of License under this Agreement shall be deemed revoked with immediate effect. Upon Licensor’s termination of Licensee’s license to use and possess the Licensed Product, Licensor shall be free to license the right to use and possess the Licensed Product to a third party without further obligation to Licensee and LICENSOR SHALL HAVE NO DUTY TO MITIGATE ANY DAMAGES CAUSED BY LICENSEE’S DEFAULT. Notwithstanding termination of Licensee’s license to use and possess the Licensed Product pursuant to this Section, Licensee shall remain obligated to make all payments due or becoming due under this Agreement. The foregoing remedies of Licensor shall not be to the exclusion of any other right or remedy set forth herein or otherwise available to Licensor in law or in equity. Licensee acknowledges and agrees that a breach by Licensee of any other agreement entered into by Licensee and Licensor (and/or its affiliates), shall constitute an incurable default under this Agreement and entitle Licensor to exercise each and every right and remedy available to it, including, without limitation, termination. No waiver by Licensor of any default by Licensee of its obligations hereunder shall be construed to be a waiver or release of any other, or subsequent, default by Licensee hereunder, and no failure or delay by Licensor in the exercise of any remedy provided for herein shall be construed to constitute a forfeiture or waiver thereof of any other right or remedy available to Licensor.
  5. Cancellation; Damage; Force Majeure. In the event of any damage to or destruction of the Licensed Product or the Stadium which renders the Licensed Product or the Stadium unusable, Licensor shall attempt to relocate Licensee to another seating product at the Stadium or provide seats at such alternate venue as Licensor may determine to use in order to hold the affected game(s). However, if Licensor is unable to so accommodate Licensee, the Private Suite Fee payable hereunder shall, unless a reasonably comparable seating product is made available to Licensee by Licensor, shall be credited to Licensee’s account and may be used towards the purchase of tickets for future Hurricanes Games. If, in the event of any damage to or destruction of the Licensed Product or the Stadium, Licensor or Owner elects not to repair or restore same, this Agreement shall terminate as of the date of such damage or destruction, and the entire amount of the Private Suite Fee shall be paid to Licensee. If the Hurricanes Game at the Stadium is cancelled and not rescheduled as a result of (A) an act by the National Collegiate Athletic Association, or (B) an act by the Owner, or (C) an act beyond Licensor’s reasonable control, including without limitation (a) acts of God; (b) hurricane, tornado flood, fire, earthquake, explosion, Pandemics, including COVID-19, or any other natural or manmade disaster or catastrophe; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest); (d) enactment, issuance, or operation of any municipal, county, state, or federal law, ordinance or executive, administrative, or judicial regulation, order or decree; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) protests, strikes, labor stoppages or other labor disturbances; or (i) shortage of adequate power or transportation facilities (each a "Force Majeure Event"), Licensor shall, at its sole option, and as Licensee’s sole and exclusive remedy for such termination or cancellation, refund or credit, as determined by Licensor, Licensee the Private Suite (the "Credit").
  6. Licensor’s Right to Relocate. If Licensor or Owner decides to renovate, restrict, limit, and/or close the Licensed Product for any reason in its sole discretion, or in the event that the Licensed Product is deemed by an event or game promoter to be an obstructed or non-manifest seat, Licensor expressly reserves the right, in Licensor’s or Owner’s sole discretion, during the Term of this Agreement, to either (a) remove the Licensee from the Licensed Product and relocate the Licensee to some other seating product of Licensor’s choosing, or (b) terminate this Agreement upon notice to Licensee without further liability. Licensee, by the execution of this Agreement, acknowledges the foregoing rights of Licensor and Owner, and agrees and acknowledges that no rights granted in this Agreement to Licensee shall be deemed to have been breached or interfered with by reason of Licensor’s exercise of the right of relocation and/or closure reserved in this Section 7. Licensee agrees that Licensor’s or Owner’s exercise of its election to remove and relocate Licensee shall not terminate this Agreement or release Licensee, in whole or in part, from Licensee’s obligation to pay the Private Suite Fee and perform the covenants and agreements under this Agreement for the full Term of this Agreement. In addition, Licensee acknowledges and agrees that access to certain areas of the Permitted Club Areas level and other areas of the Stadium may be limited by construction, renovation, or in connection with certain events and Licensee agrees that Licensor shall have no obligation to provide refunds, credits or other benefits in the event of such limitations on access.
  7. Assumption of Risk; Disclaimer of Liability; Indemnification. Licensee and Licensee’s guests assume all risks and dangers incidental to the game of football and all other sporting events at the Stadium, and the risk and dangers proximately caused by other events at the Stadium, whether occurring prior to, during or subsequent to, the actual playing of the game or other event, including, but not limited to, the danger of being injured by players, other fans, balls or other projectiles, and agree that indemnitees (as defined below) are not liable for injuries from such causes. Neither Licensor nor Owner shall be liable or responsible for any loss, damage, or injury to any person or to any property of Licensee or Licensee’s guests in, upon, around, outside or near the Stadium, or arising in connection with Licensee or Licensee’s guests travel to or from the Stadium, resulting from any cause whatsoever, including but not limited to theft and vandalism, and including the sole or joint negligence of Licensor, Owner or their respective third party contractors and concessionaires. This exculpatory clause shall not apply to loss, injury, or damage resulting directly from the intentional misconduct of Owner, Licensor, or their respective employees, agents or other representatives. In addition, Licensee agrees to release, indemnify, and hold harmless Licensor, Owner, and their respective affiliates, third party contractors and concessionaires, and each of the foregoing’s trustees, officers, directors, shareholders, members, employees, and agents (collectively, the “Indemnitees”) from and against any liabilities, losses, claims, demands, costs, and expenses (including attorneys’ fees and litigation expenses) arising: (i) in connection with Licensee’s or Licensee’s guests exercise of rights arising hereunder, including, without limitation, use or occupancy of the Licensed Product, regardless of whether such claims arise, in whole or in part, from the negligence or other fault of any Indemnitee, whether sole, joint, active, or passive; provided, however, that Licensee shall have no obligation to release, indemnify, and hold harmless the Indemnitees in the event that such claims were proximately caused by the gross negligence or willful misconduct of an Indemnitee; (ii) due to any breach of the provisions of this Agreement or any other Agreement between Licensee and any Indemnitee, and (iii) due to any violation of any applicable laws, rules, regulations, or orders by Licensee or Licensee’s guests.
  8. Insurance. Licensee, at its sole expense, shall obtain and keep in full force and effect for its use of the Licensed Product during the Hurricanes Game, commercial general liability insurance including, without limitation, personal injury, property damage and contractual liability with limits of $1,000,000 per occurrence and $2,000,000 aggregate. University of Miami and South Florida Stadium LLC shall be added as additional insureds on all insurance policies obtained by the Licensee. Licensee shall provide Licensor with a Certificate of Insurance evidencing compliance with this Section 8.
  9. Resolution of Disputes; Governing Law; Venue. The terms of this Agreement and any dispute, claim or controversy arising out of or relating to this Agreement – including the breach, termination, enforcement, interpretation, or validity thereof – shall be governed by the laws of the State of Florida without regard to conflict of laws principles. Licensor and Licensee agree to the exclusive venue and personal jurisdiction of the state and federal courts of competent jurisdiction sitting in Miami-Dade County, Florida. LICENSEE AND LICENSOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Licensee shall be responsible for all reasonable attorney’s fees and costs incurred by Licensor in the enforcement of this Agreement whether or not litigation is actually commenced. In the event that such enforcement results in trial, the prevailing party shall be entitled to recover all reasonable attorney’s fees incurred as a result thereof, including fees and costs of any appellate proceedings. THE PARTIES HEREBY WAIVE TRIAL BY JURY.
  10. Limitation of Liability. IN NO EVENT SHALL LICENSOR’S LIABILITY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT OF THE PRIVATE SUITE FEE PAID BY LICENSEE. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES. THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT REGARDLESS OF THE REASON FOR TERMINATION, INCLUDING BREACH OF THIS AGREEMENT DUE TO INSOLVENCY.
  11. Miscellaneous. (A) Licensor makes no representation or warranty to Licensee regarding the view from the Licensed Product during any event held at the Stadium. Licensee acknowledges and understands that the view of certain events may be impaired because of the location of the event, the type of set-up for the event or by other reason related to the manner of presentation of the event. (B) Upon the expiration of the Term of this Agreement (or, if applicable, upon the expiration of any renewal term) or upon the earlier termination of this Agreement, Licensee shall surrender use and possession of the Licensed Product to Licensor in the condition in which it was originally delivered to Licensee, except for normal wear and tear, and damage caused by casualty or force beyond the control of Licensee or Licensee’s guests. (C) Licensee shall not sell, assign, sublicense, pledge or otherwise transfer, or encumber this Agreement, or any of Licensee’s rights and obligations hereunder. Any attempted sale, assignment, sublease, pledge, transfer, or encumbrance in contravention of the foregoing shall be null, void, and of no force or effect, and shall be deemed to be a default under this Agreement by Licensee. Any such default by Licensee shall give rise to the right by Licensor to (i) prohibit admission to the Licensed Product and/or the Permitted Club Areas facilities for any purchaser, assignee, sublicensee, pledgee or other transferee whom Licensor has not approved or provided its consent, and (ii) terminate this Agreement. Licensee shall indemnify and hold harmless Licensor and shall remain fully liable for any property damage, personal injury or death resulting from or arising in connection with any such sale, assignment, pledge, transfer, or encumbrance to which Licensor has not consented. (D) Licensor shall have the right to assign or otherwise transfer this Agreement or any or all of Licensor’s rights or obligations hereunder to any party without the need to provide notice to Licensee. (E) All notices, demands, and other communications between the parties required or appropriate hereunder shall be in writing and deemed given when mailed if mailed, postage prepaid, to the address set forth above for the Licensor and to the address set forth above for the Licensee, or to such other address as may be designated by either party, from time to time, in writing in accordance with the foregoing. (F) This Agreement and all the terms and provisions hereof shall inure to the benefit of and be binding upon the parties hereto, their respective successors and permitted assigns. If Licensee is a natural person, this Agreement shall automatically terminate upon the death of Licensee. No amendment or modification to this Agreement shall be effective unless the same is in writing and signed by both Licensor and Licensee and, if applicable in the sole determination of Licensor, consented to by Owner. (G) Licensee and Licensor agree that they will hold the terms and conditions of this Agreement in strict confidence and shall not make any disclosure, publicly or privately, of the terms and conditions of this Agreement, other than as mutually agreed upon by the parties, and except as otherwise required by law.