SEASON TICKET MEMBER AGREEMENT
The following terms and conditions (the “Agreement”) apply to the Sacramento Republic FC Season Ticket Member Program, and any single match or group purchasers. In this Agreement: (a) “Sacramento Republic FC” means Sac Soccer USL, LLC, a Delaware limited liability company, dba Sacramento Republic FC; (b) “Season Ticket” means the form, whether printed, electronic, or other, of the revocable license described below to use a designated seat and/or location at the Stadium for viewing designated home games of Sacramento Republic FC’s USL men’s outdoor professional soccer team that occur during a Season; (c) “Member” means an individual or entity that has purchased or is a permitted transferee of the revocable license evidenced by a Season Ticket(s); (d) “Season” means the official United Soccer League (USL) regular season of the men’s outdoor professional soccer team operated by Sacramento Republic FC as determined by the USL each year, but may include additional matches that take place throughout such year; and (e) “Stadium” means that certain venue located on a portion of the California Exposition & State Fair Fairgrounds at 1600 Exposition Boulevard in Sacramento, California and currently commonly known as “Heart Health Park,” or such other venue in the greater Sacramento area as may be designated from time to time as the site for home games of Sacramento Republic FC’s USL men’s outdoor professional soccer team that occur during all or any portion of a Season.
ALTERNATE VENUE PROVISION
In the event that the designated venue for any proceedings, games, or events related to this agreement is changed or substituted with an alternative venue, it is hereby agreed that all terms and conditions set forth in this contract shall continue to apply without modification. The parties acknowledge and accept that the change of venue shall not affect the validity, enforceability, or interpretation of any provision of this agreement. Furthermore, any rights, obligations, liabilities, and remedies granted or imposed under this contract shall remain in full force and effect. This alternative venue provision shall be binding upon the parties, their successors, and assigns.
SACRAMENTO REPUBLIC FC SEASON TICKET TERMS
By purchasing a Season Ticket, you become a Season Ticket Member (“Member’) and join the Sacramento Republic FC Season Ticket Member Program by which your purchase of the Season Ticket automatically will renew every year under the terms, and subject to the conditions, described below. Individuals or entities who select a season ticket expressly authorize and agree to the initial and continued payments for the purchase price of such season ticket in accordance with their selected payment plan for the current season and for each subsequent season, until such time as they choose to opt-out of the Season Ticket Member program as provided herein.
PAYMENT
Members may elect to pay the purchase price of their Season Ticket(s) for the following Season in full at the time of initiating the purchase. Alternatively, Members may elect to use a monthly payment plan as described below for the purchase of their Season Ticket(s). A credit card, including American Express, Discover, MasterCard or Visa (each a “Credit Card”), is required for each Member Account.
MONTHLY INSTALLMENT PLAN
Members may pay the purchase price of their Season Ticket(s) for the following Season by making equal, consecutive, monthly installment payments commencing on the renewal deadline immediately preceding such Season, and continuing thereafter on the second (2nd) calendar day (as specified by an applicable Member) of each of the subsequent months. These monthly payments must be made using a Credit Card. Subject to the terms and conditions set forth in the “Automatic Ticket Renewal” section below, the Season Ticket purchase automatically will renew under a monthly installment payment plan specified by the previous year. If a Member wishes to pay for their Season Ticket(s) for any subsequent Season by payment in full, such Member must contact the Sacramento Republic FC Ticket Sales & Services Department prior to the renewal deadline of the year immediately preceding the initiation of such subsequent Season.
REVOCABLE LICENSE
Sacramento Republic FC owns and controls all rights to Season Tickets and seat locations for Sacramento Republic FC home games the Stadium. A purchaser of the Season Ticket(s) acquires a limited license, in the form of the Season Ticket(s), to use the seat location at the Stadium designated by the Season Ticket(s) for viewing such home games. Sacramento Republic FC, in its sole and absolute discretion, may revoke such license at any time for any reason, with or without providing a refund. This license is granted on a game-to-game basis, and is subject to all rules, regulations and policies relating to Season Tickets as established from time to time by Sacramento Republic FC, the owner of the Stadium, and the USL. Breach of any of the terms of this Agreement or other applicable ticket policies shall entitle Sacramento Republic FC to exercise all available legal rights and remedies, including, but not limited to, revocation or cancellation of the license evidenced by your Season Ticket(s).
PAYMENT AUTHORIZATION
The Member understands that by clicking “Agree” to the Terms and Conditions, such Member expressly is authorizing Sacramento Republic FC to bill the Member for the applicable Season Ticket purchase price and associated amounts in accordance with the payment terms that the Member selects. For all Season Ticket payments, this payment authorization shall remain in effect for so long as the Season Ticket(s) remains in effect. All deposits and/or payments made are non-refundable.
The Member hereby represents and warrants that the Member has the authority to approve charges in accordance with the listed payment information for the purpose of paying the Season Ticket purchase price and associated amounts. The Member understands and agrees that Sacramento Republic FC is not liable in any way for erroneous billing statements or incorrect charges, and that in the event of such a billing error, Sacramento Republic FC’s only responsibility is to correct it after it receives written notice of the error.
The Member understands that it is solely the Member’s responsibility to ensure the Member’s payment information is current and to notify Sacramento Republic FC in writing of any new or updated information, and that the Member’s failure to do so within the specified time frame may result in a loss of Season Ticket privileges and potential revocation of the license evidenced by the Season Ticket(s). All payments for the Season Ticket(s) are due on the dates specified regardless of match cancellations or rescheduling.
DECLINED PAYMENT
If the Credit Card is declined for a payment for any reason, Sacramento Republic FC will rerun the Credit Card 24 hours later, and again 48 hours after the payment was initially declined. If at this point payment has not been made, Sacramento Republic FC will attempt to notify the Member by email and/or telephone to request that the payment information be updated. If the issue with the Credit Card is not remedied within 30 days of the date payment was initially declined, Sacramento Republic FC shall have the authority and absolute discretion to cancel the Member account, suspend Season Ticket benefits, revoke or cancel the license evidenced by the applicable Season Ticket(s), re-sell for the sole account of Sacramento Republic FC the Season Ticket(s), and/or take other action as deemed appropriate by Sacramento Republic FC.
PLAYOFF TICKETS
Due to the unpredictable nature of the post-season, each home playoff match incurs an additional cost beyond the Season Membership purchase price. Both full-season and half-season members will be automatically enrolled in our Pay As We Play (PAWP) program, securing their same seats for any home playoff matches. Members’ credit cards will only be charged when a home playoff match is confirmed. If members prefer not to participate in PAWP, there will be an opt-out period prior to the end of the USL Championship regular-season. Members who choose to opt-out will have their seats made available for purchase by the public.
LAMAR HUNT U.S. OPEN CUP
Due to the random draw of the Lamar Hunt U.S. Open Cup Tournament, each U.S. Open Cup match incurs an additional cost beyond the season membership purchase price. Both full-season and half-season members will be automatically opted in for each U.S. Open Cup match played at Hearth Health Park. If a member’s original seating location is unavailable for these specific matches due to stadium configuration, they will be provided with a comparable seat at the Club’s discretion. Members will also have a designated opt-out period to decline their seats, allowing them to be made available for public purchase. Members who remain opted in by the announced deadline date will have their credit cards charged for each home U.S. Open Cup match.
ACCOUNT OWNERSHIP
The Member may be either a natural person or a business entity. Each Member must provide a full legal name, email, phone number, and address (the “Account Member of Record”). If the Member is a business entity, a contact name must be provided for the Account Member of Record. A Member may also register a “Secondary Account Member” on the account, subject to the policies of Sacramento Republic FC. All Secondary Account Members and other users of the Season Tickets aside from the Member are “Season Ticket Users” subject to the terms and conditions of this agreement. Any rights or privileges associated with a Season Ticket belong only to the Account Member of Record as entered on Sacramento Republic FC’s records.
SEASON TICKET TRANSFER PROHIBITED
Members are prohibited from transferring their Season Ticket to any person or entity, whether by a request to transfer the account into another name, or by an attempt to transfer the seat locations by sale, gift, transfer by will or trust, property settlement, transfer to creditors, or any other means. Any attempt to sell or otherwise transfer Season Ticket privileges to third parties will not be recognized by Sacramento Republic FC and may result in cancellation of the Season Ticket and all Member privileges. Any court order directing distribution of the Season Ticket(s) to a person not listed as the Member, whether in bankruptcy or otherwise, may result in Sacramento Republic FC immediately exercising its right to revoke the license represented by the Season Ticket(s), including any Season Ticket renewal privileges, upon refund by Sacramento Republic FC of all amounts paid for matches that have not yet been played. Sacramento Republic FC generally recognizes three exceptions to the above terms, as follows, and so long as an applicable permitted transfer is supported by documentation satisfactory to Sacramento Republic FC: (i) Season Tickets may be transferred to an adult member of the Member’s immediate family upon the death of a Member who is a natural person; (ii) if the Member is a business entity, Season Tickets may be transferred upon the sale or dissolution of the entity, provided that Sacramento Republic FC reserves the right to approve or reject any such requests in its sole and absolute discretion; and (iii) Season Ticket(s) may be transferred to a Secondary Account Member previously named on the applicable Season Ticket Account.
PROHIBITION ON ADVERTISING AND PROMOTION
Season Tickets and Member privileges may not be used for advertising, promotion (including contests and sweepstakes) or other trade purposes without the express written consent of Sacramento Republic FC, which consent may be granted or withheld by Sacramento Republic FC in its sole and absolute discretion.
The Member is admitted to Sacramento Republic FC events on the condition that the Member agrees that the Member or their guests will not record or transmit, for commercial purposes, or aid in recording or transmitting any description, account, picture or reproduction of the event to which the Member or Season Ticket User is admitted.
PROMOTIONAL USE OF SEASON TICKET MEMBER IMAGE
The Member grants irrevocable, unconditional, perpetual, and royalty-free permission to Sacramento Republic FC and USL (and their respective affiliates, designees, representatives and agents) to utilize, worldwide, the Member’s 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 match in any medium or context for any purpose, including commercial or promotional purposes, without further authorization or compensation, and further authorizes the use of the Member or the season ticket users image or likeness in connection with the promotion of the Sacramento Republic FC, the USL and the sport of soccer.
SEASON TICKET RELOCATION
Sacramento Republic FC reserves the right to relocate the seat locations associated with any Season Tickets during the Season and the playoffs to accommodate broadcast or security requirements, or for any other reasonable purpose, as determined in the sole discretion of Sacramento Republic FC. Members will not be eligible for any refunds of any installment payments made prior to the relocation if the Member subsequently chooses to cancel the Season Ticket as a result of the relocation.
SEASON TICKET CANCELLATION; TICKET RESALE RESTRICTED
Sacramento Republic FC reserves the right, exercisable by Sacramento Republic FC in its sole and absolute discretion, to cancel the Season Ticket(s) and any Member’s account for any reason—specifically including in the event that the Member is identified by Sacramento Republic FC as having created or operated such account for the sole or primary purpose of reselling the Season Tickets issued through such account.
SEASON TICKET SUBJECT TO RULES, REGULATIONS AND POLICIES
Members agree to comply with applicable rules, regulations, and policies set by Sacramento Republic FC, the USL, and the owner of the Stadium, including without limitation, the Sacramento Republic FC Fan Code of Conduct (https://www.sacrepublicfc.com/fan-codeconduct), (collectively, “Sacramento Republic FC Policies”). Members further agree that they will comply with any modification or amendment of the foregoing rules, regulations and policies as may be adopted from time to time.
FAN BEHAVIOR
As referenced above, all Season Tickets remain the property of Sacramento Republic FC, each is a revocable license that may be withdrawn, and admission refused at any time, and Members are responsible for the actions of themselves and Season Ticket Users. Members or Season Ticket Users engaging in disorderly or objectionable conduct in violation of the Sacramento Republic FC policies may be ejected from any event without refund of the ticket price.
Sacramento Republic FC reserves the right to cancel or revoke the license evidenced by the Season Ticket in its entirety if the Member or any Season Ticket User engages in disorderly conduct or otherwise fails to follow Sacramento Republic FC Policies. In the event of such behavior, Sacramento Republic FC reserves the right, exercisable in its sole and absolute discretion, to cancel or revoke the license evidenced by the Season Ticket without a refund for amounts paid, and the Member expressly, unconditionally, and irrevocably waives its right to any such refund.
Without in any way limiting any of the foregoing, Sacramento Republic FC reserves the right to refuse admission to any person whose conduct is deemed disorderly or for the protection of patrons. All persons seeking entry into the Stadium specifically consent to and are subject to metal detector, bag searches and physical pat-down inspections prior to entry, as well as to any other security practices implemented by or on behalf of Sacramento Republic FC upon entry.
LOST OR STOLEN TICKETS
Lost or stolen Season Tickets can be replaced only under conditions and procedures set forth by Sacramento Republic FC, and only to the Member.
REFUND & RAINOUT POLICY
No refunds, exchanges or cancellations are permitted. Refunds will not be granted due to a match date or time change.
Sacramento Republic FC reserves the right to change the date and/or starting time of any event or match and no such change shall entitle the Member to a refund. In the event of cancellation of an event or match, Sacramento Republic FC shall not be required to issue a refund provided that the Member is given the right, within twelve months of the date of the original event, to attend a rescheduled performance of the same event or to exchange the individual match ticket for a comparable ticket to another similar event as designated by Sacramento Republic FC in its sole discretion.
If a match or event is not rescheduled within twelve months of the date of the original event, the individual match ticket must be exchanged by the Member for a ticket of the same price, if available, for any future regularly scheduled match of the current season. A rain check exchange may be made by contacting the Sacramento Republic FC Ticket Sales & Services Department, by calling 916-307-6100, or sending an email to goal@sacrepublicfc.com. If a match is rescheduled, NO REFUNDS or EXCHANGES will be issued. Unless otherwise specifically communicated in writing by Sacramento Republic FC, the original match ticket will be valid for the makeup match.
MEMBER BENEFITS
In addition to the Season Ticket(s), Sacramento Republic FC may provide certain benefits to Members in Sacramento Republic FC’s sole and absolute discretion. These benefits may include a merchandise discount, parking access, and other benefits at the Stadium. Member Benefits will be communicated to Members, in writing, in advance of each Season. Sacramento Republic FC may revoke, modify, or differentiate Member benefits for any reason, and it may do so among all or any portion of Members.
RELEASE OF LIABILITY
THE MEMBER, BOTH FOR THE MEMBER AND FOR EACH SEASON TICKET USER, ACKNOWLEDGES THE RISKS INHERENT IN ATTENDING A LIVE SPORTING EVENT AND (i) VOLUNTARILY ASSUMES ALL RISKS AND DANGERS arising from or related in any way to attendance at each event with respect to which a ticket has been issued, whether occurring prior to, during or after such event, including but not limited to the risk of lost, stolen or damaged property and the risk of personal injury or death, including all risk of injury or death resulting from the negligence or misconduct of other patrons, (ii) agrees to be bound by the terms printed on the back of each match ticket provided that if there is any necessary conflict between the terms on the match ticket and the terms of this Agreement, the terms of this Agreement will govern, and (iii) agrees that the USL, Sacramento Republic FC, the owner of the stadium, their respective affiliates, subsidiaries and related entities, and their respective employees, volunteers, players, officers, directors, partners, owners, sponsors, contractors and agents, and each of them, shall not be responsible or liable in any manner for any loss, damage or injury resulting from such causes and are expressly released from same.
INDEMNIFICATION
The Member, both for the Member and for each season ticket user, agrees to indemnify and hold harmless, the USL, Sacramento Republic FC, the owner of the stadium, their respective affiliates, subsidiaries and related entities, and their respective employees, volunteers, players, officers, directors, partners, owners, sponsors, contractors and agents, and each of them, from any claims, causes of action, lawsuits, judgments, liabilities, losses, or damages arising from the Member or season ticket user’s breach of any of the terms of this agreement, including, without limitation, any violation of Sacramento Republic FC policies.
AGREEMENT MODIFICATION
Sacramento Republic FC reserves the right to amend any of the terms and conditions contained in this Season Ticket Agreement in its sole discretion by transmitting such amendments (the “Amendments”), in writing, to the Member.
If Amendments are to take effect upon commencement of a subsequent Season, Members will be notified of any such Amendments prior to any renewal date for the applicable Season Ticket(s).
If Amendments are to take effect during the current Season and in the discretion of the Sacramento Republic FC are reasonably necessary to address safety, security or emergency situations, Members will be informed of any such Amendments upon the Amendments taking effect and will not entitle a Member to any refunds of any payments made prior to the Amendments if the Member subsequently chooses to cancel the Season Ticket as a result of the Amendments.
GOVERNING LAW; VENUE
These Terms shall be governed by the internal laws of the State of California without regard to its conflict of laws provisions. The Member knowingly, voluntarily and irrevocably consents to and submits to the exclusive jurisdiction of the courts located in Sacramento County, California in any action or proceeding arising out of or relating to this Agreement and waives any objection it may now or hereafter have to venue or to convenience of forum.
MISCELLANEOUS
In the event that any issue or matter relating to the Season Ticket is not otherwise addressed in this Agreement, or if there is a question of interpretation of the Sacramento Republic FC Policies, or in the event of any dispute between Sacramento Republic FC and any Member or Season Ticket User, or between any Member and a third party, in regard to the Season Ticket(s), Sacramento Republic FC reserves the right to make all final decisions and determinations and take all actions necessary, in its sole and absolute discretion, to resolve the issue or matter.
AUTOMATIC TICKET RENEWAL
With the purchase of a season ticket, the Member agrees to enter, and thereby does enter, into an automatic renewal season ticket program. Through this program, each season ticket that initially is purchased by the Member automatically will be renewed and purchased by the Member for each season that occurs subsequent to the season for which the initial purchase is made, until such time as the Member chooses to opt-out of the automatic renewal season ticket program in accordance with the procedures set forth in this agreement.
RENEWAL NOTICE
Sacramento Republic FC will send a written renewal notice to Members at least 30 days prior to the renewal deadline each year. This renewal notice will specify any changes to the price of the Season Ticket(s) for the upcoming Season as well as any other material changes to Season Ticket benefits. Sacramento Republic FC reserves the right to introduce new pricing and benefits before each Season, in phases or at once before the renewal deadline.
OPT-OUT
Members may opt-out of their obligation to purchase Season Ticket(s) for the upcoming Season at any time before the renewal deadline immediately preceding the initiation of such Season by providing an opt-out notice to the Sacramento Republic FC Ticket Sales & Services Department, either by contacting their member services rep directly, telephoning 916-307-6100, or sending an email to goal@sacrepublicfc.com.
Any Member who timely opts-out of the obligation to purchase Season Tickets for the upcoming Season will terminate their Member status with the club for such upcoming and any subsequent Season and no longer will be enrolled in the automatic renewal season ticket program. By timely opting out of the obligation to purchase Season Ticket(s) for the upcoming Season, Members will retain their Member status for the remainder of the current Season, and any outstanding or future Season Ticket payments relating to the current Season must be paid by the Member when due. If an opt-out notice is not received by Sacramento Republic FC on or before the renewal deadline, the Member’s Season Ticket(s) automatically shall be renewed for the upcoming Season, the Member shall be obligated to purchase such Season Ticket(s) for such upcoming Season, and the purchase price of such Season Ticket(s) for the upcoming Season shall be due and payable in accordance with the payment plan applicable under the “Payment Plan” section set forth above in this Agreement.
CANCELLATION
Members may cancel their Season Ticket(s) at any time during a Season for any reason with 30 days’ notice by providing a cancellation notice to the Sacramento Republic FC Ticket Sales & Services Department, either by contacting their member services rep directly, calling 916-307-6100, or sending an email to goal@sacrepublicfc.com. Any Member who cancels their Season Ticket(s) will not receive any refunds for any installment payments made prior to the cancellation and will have all Season Ticket benefits suspended at the time of cancellation.
KID ZONE WAIVER AND RELEASE OF LIABILITY
The following terms and conditions apply to the Sacramento Republic FC [Kid Zone]. You hereby acknowledge and agree that certain risks of injury (including, but not limited to, serious bodily injury or death) are inherent to participating in certain recreational activities (such as bounce houses, etc.) at the [Kid Zone] (“Kid Zone”). These types of injuries may be minor or serious and may result from your or your child(ren)’s own actions, or the actions or inaction of others, or a combination or both. You wish to release Sac Soccer USL, LLC, a Delaware limited liability company, dba Sacramento Republic FC (“Sacramento Republic FC”) from any liability that may result from your or your child(ren)’s voluntary and willing participation in such activities at the Kid Zone.
Release of Liability; Waiver of Rights. By clicking [okay/agree], on behalf of yourself and/or your child(ren), you hereby release and forever discharge Sacramento Republic FC and its directors, officers, agents, employees, and volunteers for any liability in connection with your or your child(ren)’s participation in any recreational activities at the Kid Zone. You further agree that this Kid Zone Waiver and Release of Liability (“Release”) shall extend to all claims that may exist, whether or not you know or suspect the existence of those claims, and you expressly waive your (and your child(ren)’s) rights under California Civil Code Section 1542, which provides as follows: “a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
By clicking [ok/ agree], you agree to the terms of this kid zone waiver and release of liability and you acknowledge that if you and/or your child(ren) participate at the kid zone you are fully aware of and assume the risks (including, but not limited to, the risk of serious bodily injury or death) related to your or your child(ren)’s participation in recreational activities at the kid zone. You are at least 18 years old; you are the parent or legal guardian of the minor child(ren); or you are legally authorized by the parent or legal guardian of the minor child(ren) to sign this release on behalf of the minor child(ren). You have carefully read this release and you fully understand its contents. You are aware that this is a release of liability and sign it of your own free will.
FAN EXPERIENCE PACKAGE WAIVER AND RELEASE OF LIABILITY
The following terms and conditions apply to the Sacramento Republic FC Fan Experience Package. You hereby acknowledge and agree that certain risks of injury (including, but not limited to, serious bodily injury or death) are inherent to participating in certain recreational activities (such as [taking a shot on the goal post-game, a high-five tunnel before the game, or holding the flag during the national anthem, etc.]) with the Fan Experience Package (“FEP”). These types of injuries may be minor or serious and may result from your or your child(ren)’s own actions, or the actions or inaction of others, or a combination or both. You wish to release Sac Soccer USL, LLC, a Delaware limited liability company, dba Sacramento Republic FC (“Sacramento Republic FC”) from any liability that may result from your or your child(ren)’s voluntary and willing participation in such activities included in the FEP.
Release of Liability; Waiver of Rights. By clicking [okay/agree], on behalf of yourself and/or your child(ren), you hereby release and forever discharge Sacramento Republic FC and its directors, officers, agents, employees, and volunteers for any liability in connection with your or your child(ren)’s participation in any recreational activities included in the FEP. You further agree that this Fan Experience Package Waiver and Release of Liability (“Release”) shall extend to all claims that may exist, whether or not you know or suspect the existence of those claims, and you expressly waive your (and your child(ren)’s) rights under California Civil Code Section 1542, which provides as follows: “a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
By clicking [ok/ agree], you agree to the terms of this fan experience package waiver and release of liability and you acknowledge that if you and/or your child(ren) participate in the fep you are fully aware of and assume the risks (including, but not limited to, the risk of serious bodily injury or death) related to your or your child(ren)’s participation in recreational activities included in the fep. You are at least 18 years old; you are the parent or legal guardian of the minor child(ren); or you are legally authorized by the parent or legal guardian of the minor child(ren) to sign this release on behalf of the minor child(ren). You have carefully read this release and you fully understand its contents. You are aware that this is a release of liability and sign it of your own free will.
ACCEPTANCE OF TERMS AND CONDITIONS
Upon remitting any full or partial payment toward the purchase of your Season Ticket(s), or by accepting delivery of your Season Ticket(s) and Member benefits, you acknowledge responsibility for payment of the full Season Ticket purchase price, confirm that you have read and understand this Agreement, and accept and agree to the complete terms and conditions of Sacramento Republic FC’s Policies, subject to any amendments made to the foregoing from time to time.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the validity and enforceability of the other provisions shall not be affected. This Agreement constitutes the entire and exclusive agreement between the parties hereto with respect to the subject matter hereof and supersedes and cancels all previous oral or written communications, proposals, understandings, representations, agreements, and commitments. No modification to this Agreement, nor any waiver of any rights, shall be effective unless assented to in writing by the party to be charged and the waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default. A party’s delay in enforcing its rights hereunder shall not be construed as a waiver of such rights or remedies.
