This Waiver, Release, and Indemnification Agreement (Agreement) is entered into by the Adult Participant, and if any minor(s) is/are named below,
the Adult Participant on behalf of and as parent or legal guardian for such Child Participant(s) identified below in favor of Team Chambers, Inc. (XP
League). Collectively and severally, Adult Participant and Child Participant, their heirs, successors, and assigns are hereinafter referred to as the
Participant. In consideration of XP League permitting Participant to enter the Premises and participate in the Activities, including the Activities that
may occur in, about, or near 15 Loop Road, Suite #2B, Arden, NC 28704 or any other premises owned or operated by XP League wherever located
(Premises), Participant agrees as follows:
1. NATURE OF THE ACTIVITIES. XP League is a coach led youth electronic sports (esports) league, which offers Participants (a) the opportunity to
participate actively or passively, in in-person youth esports coach-led competitive gaming league including, but not limited to, competition related
activities involving playing or watching a variety of video games displayed on a personal electronic device or on a larger screen, and other activities
related thereto, and (b) access to the Premises (collectively, Activities).
2. TYPES OF RISKS.
2.1 RISKS AND INJURIES ASSOCIATED WITH ACTIVITIES. Participant acknowledges there are inherent risks in and injuries which may occur from
participating in the Activities, including, but not limited to, equipment malfunction; defective design or manufacture of equipment; improper or negligent
installation of equipment; negligent maintenance of equipment; eye strain; blurred vision; vision loss; hearing/auditory loss and/or injuries; sensory
disturbance; cuts; bruises; muscle strain; twisted or sprained ankles, knees, shoulders, or wrists; burns from electronic equipment; dirt or other materials
in eye; concussions; physical or emotional injuries; over-exertion; erratic co-participant behavior; collisions with fixed and/or movable equipment; using
improper form or technique; property damage. When participating in cyber or e-sports, the most common risk of injury is a seizure due to epilepsy
and/or other neurological conditions. Due to the nature of the Activities, there are more hazards and risks than the foregoing, and there are also
unknown and unforeseeable hazards. If you have any questions, please contact a representative of XP League.
2.2 EXPOSURE TO BACTERIA, FUNGI, VIRUSES AND UNKNOWN CONTAGIOUS DISEASES. By entering the Premises or when engaging in the Activities,
there is a risk of exposure to bacteria, fungi, viruses, unknown contagious diseases, and COVID-19, which notwithstanding governmental
recommendations and the practices of XP LEAGUE, cannot be eliminated. CONSEQUENTLY, TO THE FULLEST EXTENT PERMITTED BY LAW,
PARTICIPANT KNOWINGLY AND FULLY ASSUMES THE RISK OF, RELEASES, AND SHALL INDEMNIFY XP LEAGUE FROM ALL CLAIMS
(AS DEFINED IN SECTION 5 BELOW) OR BODILY INJURY RESULTING FROM PARTICIPANT’S EXPOSURE TO ANY BACTERIA, FUNGUS,
VIRUS, UNKNOWN CONTAGIOUS DISEASES OR COVID-19 AND IN ANY WAY CONNECTED TO PARTICIPANT’S ENTRY INTO THE
PREMISES OR ENGAGEMENT IN THE ACTIVITIES. FURTHER, ADULT PARTICIPANT ON BEHALF OF HIM/HERSELF AND THAT OF THE
CHILD PARTICIPANT(S) CONSENTS TO HAVING THEIR TEMPERATURE TAKEN BY XP LEAGUE AND ACKNOWLEDGES THEY MAY BE
DENIED ACCESS TO OR FORCED TO VACATE THE PREMISES IF THEY EVIDENCE SYMPTOMS OF EXPOSURE TO BACTERIA, FUNGUS,
VIRUSES, UNKNOWN CONTAGIOUS DISEASES OR COVID-19 AS IDENTIFIED BY THE CENTERS FOR DISEASE CONTROL AND
3. ASSUMPTION OF RISKS. Notwithstanding the foregoing risks and the safety measures implemented by XP League, Participant acknowledges it is
impossible to eliminate all risk of injury and understands the demands of the Activities relative to Participant’s physical condition and skill level.
PARTICIPANT AFFIRMS PARTICIPATION IN THE ACTIVITIES IS VOLUNTARY AND PARTICIPANT KNOWINGLY, WITH UNDERSTANDING OF
THE RISKS AND POTENTIAL INJURIES, ASSUMES ALL RISKS INHERENT WITH THE ACTIVITIES AND ACCESS TO THE PREMISES.
4. RELEASE AND INDEMNITY. TO THE FULLEST EXTENT PERMITTED BY LAW, ADULT PARTICIPANT ON BEHALF OF HIMSELF, CHILD
PARTICIPANT, AND THEIR HEIRS, EXECUTORS, AND REPRESENTATIVES RELEASES, AGREES NOT TO SUE, AND SHALL INDEMNIFY
AND DEFEND XP LEAGUE, XP LEAGUE’S FRANCHISOR, THE LEGAL OWNER OF THE PREMISES, THE LANDLORD, MORTGAGEES AND
MANAGEMENT COMPANY OF THE PREMISES, AND ANY OF THEIR LENDERS, PARENTS, AFFILIATES, SUBSIDIARIES, OFFICERS,
DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, PARTNERS, AGENTS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES,
HEIRS, ASSIGNS, VOLUNTEERS, INDEPENDENT CONTRACTORS, EQUIPMENT SUPPLIERS, AND INSURERS OF ALL OF THEM
(COLLECTIVELY, PROTECTED PARTIES) FROM AND AGAINST ALL LIABILITIES, LOSSES, DAMAGES, CLAIMS, DEMANDS, ACTIONS,
SUITS, CAUSES OF ACTION, COSTS, FEES, AND EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND COURT OR OTHER
COSTS) (COLLECTIVELY, CLAIMS) RELATING TO, RESULTING FROM, OR ARISING OUT OF OR ALLEGED TO HAVE ARISEN OUT OF (IN
WHOLE OR IN PART) ANY PROPERTY DAMAGE OR BODILY INJURY (INCLUDING DEATH) TO PARTICIPANT RESULTING IN ANY WAY
FROM (A) PARTICIPANT’S USE OF THE PREMISES, (B) PARTICIPANT’S ACTIVE OR PASSIVE PARTICIPATION IN THE ACTIVITIES, (C) LOSS
OR THEFT OF PERSONAL PROPERTY, (D) FROM THE CONSUMPTION OF ALCOHOL AT THE PREMISES BY PARTICIPANT OR ANY OTHER
INVITEE OF XP LEAGUE, OR (E) PARTICIPANT’S BREACH OF THIS AGREEMENT. THIS RELEASE AND INDEMNITY SHALL APPLY EVEN
IF ANY CLAIM IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, OR WILLFUL
MISCONDUCT OF THE PROTECTED PARTIES OR PARTICIPANT. THE INDEMNITY SHALL ALSO INCLUDE ADULT PARTICIPANT’S
OBLIGATION TO INDEMNIFY THE PROTECTED PARTIES FROM (A) ANY SUM OR SETTLEMENT PAID TO OR ON BEHALF OF THE CHILD
PARTICIPANT RESULTING FROM A CLAIM IN ANY WAY INVOLVING THE FOREGOING SUBSECTIONS AND (B) ALL CLAIMS RESULTING
FROM OR RELATING TO ANY INSUFFICIENCY OF PARTICIPANT’S LEGAL CAPACITY OR AUTHORITY TO EXECUTE THIS AGREEMENT
FOR OR ON BEHALF OF THE CHILD PARTICIPANT.
- 2 -
A. WAIVER OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE ADULT PARTICIPANT ON BEHALF OF HIMSELF AND
CHILD PARTICIPANT SHALL NOT ASSERT, AND HEREBY WAIVES, ANY CLAIM AGAINST ANY PROTECTED PARTY AND/OR INDEMNITEE, ON ANY
THEORY OF LIABILITY, FOR ACTUAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF, IN CONNECTION
WITH, OR AS A RESULT OF, ADULT PARTICIPANT AND/OR CHILD PARTICIPANT’S ENTRY ONTO THE PREMISES AND/OR PARTICIPATION IN ACTIVITIES.
NO PROTECTED PARTY AND/OR INDEMNITEE REFERRED IN SECTION 4 ABOVE SHALL BE LIABLE FOR ANY ACTUAL, SPECIAL, INDIRECT,
CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, ADULT PARTICIPANT AND/OR
CHILD PARTICIPANT’S ENTRY ONTO THE PREMISES AND/OR PARTICIPATION IN ACTIVITIES
6. DISPUTE RESOLUTION.
A. ARBITRATION. Any dispute or claim in any way involving the Child Participant(s), Adult Participant(s), or any one or more of the Protected Parties, arising
out of or relating to this Agreement, breach thereof, the Premises, Activities, property damage (real or personal), personal injury (including death), or the scope,
arbitrability, or validity of this arbitration agreement (Dispute) shall be brought by the parties in their individual capacity and not as a plaintiff or class member in
any purported class or representative capacity, and settled by binding arbitration before a single arbitrator administered by the American Arbitration Association
(AAA) per its Commercial Industry Arbitration Rules in effect at the time the demand for arbitration is filed. Judgment on the arbitration award may be entered
in any federal or state court having jurisdiction thereof. If the Dispute cannot be heard by the AAA for any reason, the Dispute shall be heard by an arbitrator
mutually selected by the parties. If the parties cannot agree upon an arbitrator, then either party may petition an appropriate court to appoint an arbitrator.
Arbitration and the enforcement of any award rendered in the arbitration proceedings shall be subject to and governed by the Federal Arbitration Act, 9 U.S.C.
§ 1 et seq.
B. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY LAW, ADULT PARTICIPANT AND XP LEAGUE KNOWINGLY, WILLINGLY, AND
VOLUNTARILY, WITH FULL AWARENESS OF THE LEGAL CONSEQUENCES, AFTER CONSULTING WITH COUNSEL (OR AFTER HAVING
WAIVED THE OPPORTUNITY TO CONSULT WITH COUNSEL) AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY DISPUTE AND TO
RESOLVE ANY AND ALL DISPUTES THROUGH ARBITRATION. The right to a trial by jury is a right parties would or might otherwise have had under
the Constitutions of the United States of America and the state in which the Premises is located.
7. LICENSE. Participant irrevocably grants the Protected Parties the right to take photographs and video of Participant and authorizes the Protected
Parties to use, copyright, and publish all or a portion of an image or video of Participant and their name and likeness in all forms and media, including
composite or modified representations, for any lawful purpose, including advertising, trade, or any commercial purpose throughout the world and in
perpetuity and without compensation. PARTICIPANT WAIVES THE RIGHT TO INSPECT OR APPROVE VERSIONS OF IMAGES OR VIDEOS
USED FOR PUBLICATION OR THE WRITTEN COPY THAT MAY BE USED IN CONNECTION WITH THE IMAGES/VIDEOS. PARTICIPANT
RELEASES THE PROTECTED PARTIES FROM ANY CLAIMS THAT MAY ARISE REGARDING THE USE OF PARTICIPANT’S STATEMENTS,
VIDEOS, OR IMAGES INCLUDING ANY CLAIMS OF DEFAMATION, INVASION OF PRIVACY, OR INFRINGEMENT OF MORAL RIGHTS, RIGHTS
OF PUBLICITY, OR COPYRIGHT.
8. AUTHORITY. If Adult Participant signs this Agreement on behalf of his/her spouse, child, family member, friend, minor child, or other person, Adult
Participant warrants and represents to XP LEAGUE that he/she has the legal authority and such person’s actual and implied authority to execute this
Agreement on their behalf, including, but not limited to, the arbitration clause, release, indemnity agreement, and license.
9. ACKNOWLEDGMENTS. Participant represents to the Protected Parties that this Agreement is a complete and final release and indemnity agreement,
that Participant is voluntarily entering into this Agreement, and no representations, promises, or statements made by any of the Protected Parties has
influenced Participant in signing this Agreement. Participant agrees that there are no oral agreements, representations, promises, or warranties that
are not expressly set forth herein, this Agreement may only be modified in writing, and that Participant is not relying on any statements or
representations of the Protected Parties that are not expressly contained herein. Participant expressly agrees that this Agreement is intended to be
as broad and inclusive as is permitted by the laws of the state in which the Premises is located and that if any portion thereof is held invalid, it is agreed
that the balance shall, notwithstanding, continue in full legal force and effect. Venue for any action brought hereunder or due to Participant’s use of
the Premises or participation in the Activities shall lie in the County in which the Premises is located. The substantive laws of the state in which the
Premises is located shall apply.
10. REPRESENTATIONS BY PARTICIPANT. Participant represents to the Protected Parties as follows:
A. Participant shall obey all rules while participating in the Activities and alert the staff of any rule(s) violation(s), dangerous behavior, or any
unusual hazard observed by Participant.
B. Participant possesses a sufficient level of skill and physical fitness for safe participation in the Activities.
C. Participant shall only attempt Activities that Participant can safely perform.
D. Participant is not aware of any physical or mental health problems or conditions that would prevent him/her from participating in the Activities.
E. Participant has received either medical clearance from his/her physician prior to participation in the Activities or has determined that such
clearance is not necessary for his/her safe participation in the Activities.
F. XP League may, but shall not be obligated or required to, administer to Participant emergency aid, CPR, use an AED (defibrillator), secure
emergency medical care or transportation (i.e., EMS), and if said emergency medical care or transportation is secured, Participant shall assume
all costs of emergency medical care and transportation. Participant consents to receive medical treatment deemed necessary if Participant is
injured or requires medical attention during Participant’s participation in the Activities. Participant hereby releases, forever discharges, and
holds harmless Protected Parties from any claim based on such treatment or other medical services.
G. Participant shall discontinue participation in the Activities if Participant feels any unusual discomfort (e.g., faintness, shortness of breath,
physical manifestations of anxiety, chest pains, and/or abnormal heart palpitations).
- 3 -
H. Participant consents to XP League communicating with Participant via telephone or email and to receiving from XP League on my wireless
device mobile service commercial messages. Participant acknowledges that Participant may be charged by his/her wireless service provider
in connection with receipt of such mobile messages. Participant acknowledges that he/she may revoke his/her consent at any time.
BY EXECUTING THIS AGREEMENT, I REPRESENT I HAD A SUFFICIENT OPPORTUNITY TO READ THIS AGREEMENT, I HAVE READ AND
UNDERSTAND THIS AGREEMENT, AND I AGREE TO BE BOUND AS SET FORTH HEREIN.