CYCLST8 Class Participation Waiver, Release, and Indemnity Agreement (“Release”)

In consideration of participating in cycling, health, and/or fitness activities and services provided by EmpireST8, LLC doing business as CyclST8 (“CYCLST8” or “Company”), and for other good and valuable consideration, I, on my own behalf and on behalf of my heirs, successors, and assigns (singularly and collectively referred to as “Participant”), hereby agree to release CYCLST8 and its members, owners, directors, officers, employees, independent contractors, agents, volunteers, participants, and vendors, past and present, and their assigns and any persons or entities acting for them (hereinafter collectively referred to as “Releasees”) from any and all claims, demands, injuries, damages, actions, or causes of action (collectively, “Claims”) related to my use of CYCLST8’s facility, located at 4121 Shelbyville Road, Louisville, KY 40207 (“Facility”) or participation in the services offered by CYCLST8, whether on or off the Facility premises, and hereby agree to defend, indemnify, and hold Releasees harmless from and against any such Claims, damages, costs or fees (including reasonable attorney’s fees) arising out of or in connection with Releasees’ negligence or Participant's participation in activities or services offered by Company. This Agreement does not and is not intended to release Releasees from claims arising out of gross negligence, or willful, wanton, or intentional conduct engaged in by Releasees.

Participant also hereby acknowledges and agrees as follows: Participant understands that activities and services offered by the Company are physically strenuous and involve known and unanticipated risks which could result in physical or emotional injury, illness, paralysis, or permanent disability, death, and property damage. Risks include, but are not limited to, musculoskeletal injuries, broken bones, overuse injuries, injuries caused by equipment that breaks or otherwise fails, illness (whether COVID-19 or otherwise), death as a result of overexertion or brain damage caused by overexertion, medical conditions resulting from physical activity, and damaged clothing or other property, and such risks cannot be eliminated without jeopardizing the essential qualities of the activity.

Participant expressly acknowledges that participation in the Company's activities and/or services, whether on or off the Facility premises, and the use of the Facility are undertaken voluntarily, with understanding of the aforementioned risks, and at Participant's sole risk. Participant agrees that if at any time Participant believes conditions are unsafe or that Participant is unable to participate due to physical or medical conditions, then Participant will immediately discontinue participation. In consideration of such use of Company’s activities, services, and Facility, Participant agrees on behalf of itself, its heirs, successors and assigns to release, indemnify and hold harmless the Releasees from any and all claims, damages, costs or fees (including attorney’s fees) arising out of personal injury, including illness, bodily injury or death and any property loss or damage suffered by Participant while utilizing the Facility, or any of the Company's activities and/or services, whether on or off the Facility premises, and whether caused as a result of Participant's participation in the services or activities, or as a result of Company's negligence. Further, Participant specifically acknowledges that the Company will not accept any responsibility for the theft of or damage to Participant's personal property left in any areas, anywhere on the Facility premises.

Participant represents that Participant has adequate insurance to cover any injury or damage Participant may suffer or cause while participating in cycling, health, and/or fitness activities provided by CYCLST8, or else agrees to bear the costs of such injury or damage his/herself.

Participant will inspect the premises, facilities and equipment at the Facility, or where Company's activities or services are offered, and Participant's observation and use of the same shall constitute an acknowledgment that Participant finds and accepts the Facility or premises where activities or services are offered to be safe and reasonably suited for their intended purpose{s). If Participant finds any unsafe or unreasonably suited conditions with the premises, facilities and equipment located at the Facility or premises where Company's services are being offered, Participant will immediately cease any activity and notify Company of the unsafe or unreasonable conditions.

Participant understands that they should always consult with a physician before starting any exercise program. Participant represents themselves as being in good physical condition and having no disability, impairment or ailment preventing participation in a fitness program or physical activity. Participant has not been advised by any physician or health provider to either refrain from exercising or to limit it in any way.

Participant consents and agrees that by marking Participant's signature on an electronic screen or through the use of a pen, key pad, mouse or other device to select an item, button, icon or similar act/action to indicate that you agree with the terms of this Agreement constitutes Participant’s signature, acceptance and agreement with the terms of this Agreement as if actually signed by Participant in writing. Further, Participant agrees that no certification authority or other third party verification is necessary to validate Participant’s electronic signature; and that the lack of such certification or third party verification will not in any way affect the enforceability of Participant’s signature or resulting contract between Participant and Company. Participant understands and agrees that Participant’s electronic signature executed in conjunction with this Agreement will be legally binding and such transaction will be considered authorized by Participant.

Participant grants to Company an unrestricted, sublicensable, assignable, irrevocable, perpetual, worldwide, royalty-free license to Participant's voice, image, persona, likeness, and performance in any audio, visual, and audiovisual recordings (including, but not limited to, photographs, digital images, digital video, digital audio, video tape, and audio tape) taken or to be taken by or on behalf of the Company during Participant's participation in any activity hosted or sponsored by the Company whether on or off the Facility premises (the "Content"). This license includes without limitation the right to: (a) reproduce, modify, create derivative works of, and otherwise use the Content or derivative work thereof, in whole or in part, in any manner and matter or in combination with any other material, in any format or media, whether now existing or hereafter devised, including, but not limited to, text, data, images, photographs, illustrations, animation and graphics, video, audio, and all formats of computer readable electronic, magnetic, digital, laser, or optical based media (the "Works"); and (b) publicly display, publicly perform, sell, rent, distribute (directly or indirectly), transmit, or broadcast the Works by any means now known or hereafter devised. Participant waives the right to inspect, approve or edit any such use or reproduction, and Company may make all changes, modifications, rearrangements, additions or deletions in its use reproductions without any approval. This permission extends to all languages, media, formats and markets now known or hereafter devised.

Participant understands that Company’s activities and services might not be made available to Participant or that the cost to engage in these services would be significantly greater if Participant were to choose not sign this release, and Participant agrees that the opportunity to participate at the stated cost in return for the execution of this release is a reasonable bargain.

Participant expressly agrees that the terms of the release and indemnity contained herein are intended to be as broad and inclusive as is permitted by the laws of the state in which the Facility is located. Any provision of this Release found to be invalid by a court having jurisdiction shall be invalid only with respect to such provision, and all other provisions shall remain unaffected and in full force and effect.

PARTICIPANT HAS READ AND VOLUNTARILY SIGNS AND/OR ELECTRONICALLY ACKNOWLEDGES THIS AGREEMENT. PARTICIPANT AGREES THAT THEY FULLY UNDERSTAND ITS TERMS AND UNDERSTAND THAT PARTICIPANT IS GIVING UP SUBSTANTIAL RIGHTS, INCLUDING PARTICIPANT'S RIGHT TO SUE RELEASEES UNDER CERTAIN CIRCUMSTANCES, WHICH INCLUDE BUT ARE NOT LIMITED TO CIRCUMSTANCES OF INJURY TO PARTICIPANT OR PROPERTY DAMAGE INCURRED BY PARTICIPANT WHILE AT THE FACILITY OR ENGAGING IN COMPANY’S SERVICES. FURTHER, PARTICIPANT ACKNOWLEDGES AND UNDERSTANDS THAT THE TERMS OF THIS AGREEMENT ARE INDEFINITE AND ACKNOWLEDGES THAT PARTICIPANT HAS SIGNED IT FREELY AND VOLUNTARILY WITHOUT ANY INDUCEMENT, ASSURANCE, GUARANTEE, OR ANY ORAL REPRESENTATION NOT CONTAINED WITHIN THE TERMS OF THIS AGREEMENT. BY SIGNING AND/OR ACKNOWLEDGING THIS AGREEMENT, PARTICIPANT ALSO AGREES TO ABIDE BY THE RULES OF THE FACILITY WHERE SERVICES ARE BEING OFFERED, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, INCLUDING, WITHOUT LIMITATION, AUTHORIZATION FOR THE COMPANY TO CHARGE PARTICIPANT'S CREDIT CARD FOR SERVICES.

IF PARTICIPANT IS UNDER 18 YEARS OF AGE, A PARENT OR LEGAL GUARDIAN MUST COMPLETE THE FOLLOWING:

I, the undersigned parent or legal guardian of the Participant, hereby execute the foregoing Class Participation Waiver, Release and Indemnity Agreement for and on behalf of Participant and agree to bind myself, Participant and any heirs, next of kin, assigns or personal representatives to the terms of the Class Participation Waiver, Release and Indemnity Agreement. I represent that I have full legal authority to act for and on behalf of Participant, and I agree to indemnify and hold harmless the Company for any expenses, claims or liabilities that may arise as a result of any insufficiency of my full legal authority to execute the foregoing Class Participation Waiver, Release and Indemnity Agreement.

Participant covenants and agrees that this Release shall be construed in accordance with the laws of the State of Kentucky, and that any mediation, suit, or other proceeding relating to this Release and any activities covered hereby must be filed or entered into only in the Federal or State courts located within Jefferson County, Kentucky.