CycleNuts
RELEASE AND WAIVER OF LIABILITY, ASSUMPTION OF RISK, HOLD HARMLESS (INDEMNITY) AGREEMENT
This RELEASE AND WAIVER OF LIABILITY, ASSUMPTION OF RISK, HOLD HARMLESS (INDEMNITY) AGREEMENT (“Agreement”) is made in consideration of my being permitted to participate in any manner in any CycleNuts sponsored, organized, guided, self-guided, smart-guided, or otherwise listed/posted event or activity (“Event”) as of this day forward by checking the acknowledgement/agreement box in the “Event” ticket purchase and continuing forward by my participating in any “Event” without limitation (the “Effective Date”) by and among/between: Indemnitor CycleNuts, located at 2500 Harrisburg Pike, Lot 26, Grove City, Ohio 43123 (individually and collectively, “Indemnitor”), and myself (individually and collectively, “Indemnitee”).
“Indemnitor” shall include all respective CycleNuts owners, directors, administrators, officers, employees, agents, contractors, subcontractors, representatives, invitees, volunteers, tour leaders, tour participants, sponsors, advertisers, and owners/leasers of premises on which an “Event” takes place.
“Indemnitee” shall include myself, my representatives, assigns, heirs, next of kin, agents, invitees, and guardians.
“Indemnitor” and “Indemnitee” may be referred to individually as “Party” and collectively as “Parties”.
“Indemnitor” has agreed to provide cycling “Events” to which “Indemnitee” acknowledges, fully understands, represents, concedes, warrants, states, and agrees that:
“Events” in accordance with the “Agreement” dated for each ticket purchase occurrence and forward.
Now therefore, for valuable consideration, the receipt of which is hereby acknowledged, “Indemnitor” and “Indemnitee” agree as follows:
1. Indemnification. To the extent permitted by law, “Indemnitor” will indemnify, defend, and hold harmless “Indemnitee” from any and all claims, actions, liabilities, suits, injuries, demands, obligations, losses, settlements, judgments, damages, fines, penalties, costs, and expenses, including attorney’s fees and other expenses, (collectively, a “Claim”) arising out of or relating to “Events”.
Indemnity is not limited to only personal injury, loss of life or property damage.
2. Exceptions. “Indemnitor’s” obligation to indemnify, defend and hold harmless “Indemnitee” shall not extend to any “Claim” arising from the sole negligence or willful misconduct of “Indemnitee”. “Indemnitor” is not obligated to indemnify “Indemnitee” against any “Claim” to the extent the “Indemnitee” has been reimbursed for such “Claim” under an insurance policy.
There is no cap on total indemnity amount.
3. Notice of “Claim”. “Indemnitee” must provide “Indemnitor” notice of any “Claim” within five business days after obtaining knowledge of such “Claim”. Such notice will set forth in detail the “Claim” and the basis for indemnification under this “Agreement”.
4. Duty to Defend. In the event any “Claim” is brought against “Indemnitee” within the scope of this “Agreement”, “Indemnitor” reserves the right to assume the defense of the “Claim”. If “Indemnitor” elects not to assume the defense of the “Claim”, “Indemnitee” may pursue its own defense of the “Claim” and seek reimbursement from the “Indemnitor”. If “Indemnitor” assumes the defense of the “Claim”, “Indemnitor” shall not settle any “Claim” without the prior written consent of the “Indemnitee”, which consent shall not be unreasonably withheld. If “Indemnitee” pursues its own defense of the “Claim”, “Indemnitee” shall not settle any “Claim” without the prior written consent of “Indemnitor”, which consent shall not be unreasonably withheld.
5. Mutual Representations. The “Parties” represent and warrant that they are duly authorized and have the power and authority to execute and deliver this “Agreement”, and this “Agreement” constitutes a legally valid, and binding obligation on the “Parties”.
6. Amendments. This “Agreement” may be amended or modified only by written agreement signed by all “Parties”.
7. Notices. Any notice or other communication given or made to a “Party” under this “Agreement” shall be in writing and delivered by hand, sent overnight courier service, or sent by certified or registered mail, return receipt requested, to the address stated above, or to another address as that “Party” may subsequently designate by notice, and shall be deemed given on that date of delivery.
8. Joint and Several Liability. The obligation of each “Indemnitor” under this Agreement will be joint and
several.
9. Governing Law. The terms of this Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio, not including its conflicts of law provisions.
10. Disputes. Any dispute arising from this “Agreement” shall be resolved through mediation.
11. No Waiver. No “Party” shall be deemed to have waived any provision of this “Agreement” or the exercise of any rights held under this “Agreement” unless such waiver is made expressly and in writing. Waiver by any “Party” of a breach or violation of any provision of this “Agreement” shall not constitute a waiver of any other subsequent breach or violation.
12. Assignment. No “Party” may assign its rights or delegate its duties under this “Agreement” without the other “Party’s” prior written consent.
13. Successors and Assigns. This “Agreement” shall be binding upon and inure to the benefit of the “Parties” and their respective legal representatives, heirs, administrators, executors, successors and permitted assigns.
14. Severability. If any provision of this “Agreement” is held to be invalid, illegal, or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal, and enforceable as though the invalid, illegal or unenforceable parts had not been included in this “Agreement”.
15. Counterparts. This “Agreement” may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.
16. Headings. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction, or interpretation of any provision of this “Agreement”.
17. Entire “Agreement”. This “Agreement” contains the entire understanding between the “Parties” and supersedes and cancels all prior agreements of the “Parties”, whether oral or written, with respect to the subject matter.
IN WITNESS WHEREOF, this “Agreement” has been executed and delivered as of the date hereof the first “Event” ticket “Agreement” checkbox response by “Indemnitee” and continuing forward; and by “Indemnitor” August 22, 2016, and continuing forward.
This RELEASE AND WAIVER OF LIABILITY, ASSUMPTION OF RISK, HOLD HARMLESS (INDEMNITY) AGREEMENT (“Agreement”) is made in consideration of my being permitted to participate in any manner in any CycleNuts sponsored, organized, guided, self-guided, smart-guided, or otherwise listed/posted event or activity (“Event”) as of this day forward by checking the acknowledgement/agreement box in the “Event” ticket purchase and continuing forward by my participating in any “Event” without limitation (the “Effective Date”) by and among/between: Indemnitor CycleNuts, located at 2500 Harrisburg Pike, Lot 26, Grove City, Ohio 43123 (individually and collectively, “Indemnitor”), and myself (individually and collectively, “Indemnitee”).
“Indemnitor” shall include all respective CycleNuts owners, directors, administrators, officers, employees, agents, contractors, subcontractors, representatives, invitees, volunteers, tour leaders, tour participants, sponsors, advertisers, and owners/leasers of premises on which an “Event” takes place.
“Indemnitee” shall include myself, my representatives, assigns, heirs, next of kin, agents, invitees, and guardians.
“Indemnitor” and “Indemnitee” may be referred to individually as “Party” and collectively as “Parties”.
“Indemnitor” has agreed to provide cycling “Events” to which “Indemnitee” acknowledges, fully understands, represents, concedes, warrants, states, and agrees that:
- I am qualified, in good health, in proper physical, emotional, intellectual, and psychological condition to participate in and understand the nature of participating in an “Event”.
- the “Event” will be conducted over public and private roads, trails, properties, and facilities upon which the hazards of traveling and/or being present are to be expected.
- if at any time I believe conditions to be unsafe, I will immediately discontinue further participation in the “Event”.
- I will freely choose at my risk to wear or not to wear an ANSI- or SNELL-approved helmet, knee-pads, elbow-pads, protective cup, face-shield, protective sports bra, mouth guard, protective eye-wear, heavy leather riding chaps, safety-toe protective footwear, heavy protective jacket and gloves, and full-body inflatable airbag while riding/walking/carrying/loading/unloading my cycle or in any other way participating in or being present at an “Event”.
- by joining CycleNuts and/or participating in any “Event” that I allow the full, uncompensated, and without remedy use of my image, voice, content, and/or name in all/any CycleNuts production.
- all CycleNuts tour routes, ideas, methods, inventions, creations - both material and intellectual - are the sole property of CycleNuts legally protected against theft, misuse, misrepresentation, duplication, and any other nefarious or unauthorized use by the full extent of the law punitively and civilly including all legal expenses incurred by CycleNuts and/or its legal representatives to be paid by the offending party.
- cycling activities involve risks and dangers of serious bodily injury, including permanent disability, paralysis, and death ("Risks").
- these "Risks" may be caused by my own actions or inactions; the actions or inactions of others participating in the “Event”; the actions or inactions of those organizing or in any other way conducting the “Event”; the conditions in which the “Event” takes place; the action or inaction or negligence of an "Indemnitor" named above.
- there may be other risks – including social or economic losses - either not known or not readily foreseeable at the time this “Agreement” is entered into, and I fully accept and assume all such other risks and all responsibility for losses, costs, and damages I incur as a result of my participation in the “Event”.
- there may be no, or inadequate facilities for treatment or transport of participants if participants are injured.
- travel insurance to cover all forms of personal injury, repatriation, or costs in the event of death is essential and it is my responsibility to ensure I have appropriate coverage.
- “Events” include the unrestricted use of all pedal powered and electric pedal powered/assisted cycles regardless of class.
- it is required for me to have cycling/moped (ebikes rated higher than 750W) liability insurance and recommended for me to have property loss/damage insurance and injury/health/life insurances to participate in any “Event”.
- it is my responsibility to obtain the required liability insurance and recommended property loss/damage and injury/health/life insurances.
- “Event” tickets are not transferable or refundable and all liability is upon any individual who invites another to an “Event” without said invited others’ knowledge of, understanding of, and submission to this “Agreement”.
- I hereby release, discharge, and covenant not to sue and/or defame CycleNuts, CycleNuts’ Organizers, Event Organizers, tour leaders, administrators, directors, agents, officers, volunteers, and/or employees, other participants, any sponsors, advertisers, and, if applicable, owners and leasers of premises on which an “Event” takes place (each considered one of the “Releasees” herein) and indemnify, save, and hold harmless the “Releasees” from all liability, claims, demands, losses, or damages on my account caused or alleged to be caused in whole or in part by the negligence of the "Releasees" or otherwise, including negligent, absent, and/or failed rescue operations.
- if, despite this “Agreement” I, or anyone on my behalf, makes a claim against any of the “Releasees”, I will indemnify, save, and hold harmless each of the “Releasees” from any litigation expenses, attorney fees, loss, liability, damage, or cost which any may incur as the result of such claim.
- I am 18 years of age or older, have read and understand the terms of this agreement, understand that I am giving up substantial rights by accepting this agreement, have accepted it voluntarily and without any inducement or assurance of any nature and intend it to be a complete and unconditional release of all liability to the greatest extent allowed by law.
- I agree that if any portion of this agreement is held to be invalid, the balance, notwithstanding, shall continue in full force and effect.
“Events” in accordance with the “Agreement” dated for each ticket purchase occurrence and forward.
Now therefore, for valuable consideration, the receipt of which is hereby acknowledged, “Indemnitor” and “Indemnitee” agree as follows:
1. Indemnification. To the extent permitted by law, “Indemnitor” will indemnify, defend, and hold harmless “Indemnitee” from any and all claims, actions, liabilities, suits, injuries, demands, obligations, losses, settlements, judgments, damages, fines, penalties, costs, and expenses, including attorney’s fees and other expenses, (collectively, a “Claim”) arising out of or relating to “Events”.
Indemnity is not limited to only personal injury, loss of life or property damage.
2. Exceptions. “Indemnitor’s” obligation to indemnify, defend and hold harmless “Indemnitee” shall not extend to any “Claim” arising from the sole negligence or willful misconduct of “Indemnitee”. “Indemnitor” is not obligated to indemnify “Indemnitee” against any “Claim” to the extent the “Indemnitee” has been reimbursed for such “Claim” under an insurance policy.
There is no cap on total indemnity amount.
3. Notice of “Claim”. “Indemnitee” must provide “Indemnitor” notice of any “Claim” within five business days after obtaining knowledge of such “Claim”. Such notice will set forth in detail the “Claim” and the basis for indemnification under this “Agreement”.
4. Duty to Defend. In the event any “Claim” is brought against “Indemnitee” within the scope of this “Agreement”, “Indemnitor” reserves the right to assume the defense of the “Claim”. If “Indemnitor” elects not to assume the defense of the “Claim”, “Indemnitee” may pursue its own defense of the “Claim” and seek reimbursement from the “Indemnitor”. If “Indemnitor” assumes the defense of the “Claim”, “Indemnitor” shall not settle any “Claim” without the prior written consent of the “Indemnitee”, which consent shall not be unreasonably withheld. If “Indemnitee” pursues its own defense of the “Claim”, “Indemnitee” shall not settle any “Claim” without the prior written consent of “Indemnitor”, which consent shall not be unreasonably withheld.
5. Mutual Representations. The “Parties” represent and warrant that they are duly authorized and have the power and authority to execute and deliver this “Agreement”, and this “Agreement” constitutes a legally valid, and binding obligation on the “Parties”.
6. Amendments. This “Agreement” may be amended or modified only by written agreement signed by all “Parties”.
7. Notices. Any notice or other communication given or made to a “Party” under this “Agreement” shall be in writing and delivered by hand, sent overnight courier service, or sent by certified or registered mail, return receipt requested, to the address stated above, or to another address as that “Party” may subsequently designate by notice, and shall be deemed given on that date of delivery.
8. Joint and Several Liability. The obligation of each “Indemnitor” under this Agreement will be joint and
several.
9. Governing Law. The terms of this Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio, not including its conflicts of law provisions.
10. Disputes. Any dispute arising from this “Agreement” shall be resolved through mediation.
11. No Waiver. No “Party” shall be deemed to have waived any provision of this “Agreement” or the exercise of any rights held under this “Agreement” unless such waiver is made expressly and in writing. Waiver by any “Party” of a breach or violation of any provision of this “Agreement” shall not constitute a waiver of any other subsequent breach or violation.
12. Assignment. No “Party” may assign its rights or delegate its duties under this “Agreement” without the other “Party’s” prior written consent.
13. Successors and Assigns. This “Agreement” shall be binding upon and inure to the benefit of the “Parties” and their respective legal representatives, heirs, administrators, executors, successors and permitted assigns.
14. Severability. If any provision of this “Agreement” is held to be invalid, illegal, or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal, and enforceable as though the invalid, illegal or unenforceable parts had not been included in this “Agreement”.
15. Counterparts. This “Agreement” may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.
16. Headings. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction, or interpretation of any provision of this “Agreement”.
17. Entire “Agreement”. This “Agreement” contains the entire understanding between the “Parties” and supersedes and cancels all prior agreements of the “Parties”, whether oral or written, with respect to the subject matter.
IN WITNESS WHEREOF, this “Agreement” has been executed and delivered as of the date hereof the first “Event” ticket “Agreement” checkbox response by “Indemnitee” and continuing forward; and by “Indemnitor” August 22, 2016, and continuing forward.
