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LIFE TIME GRAND PRIX, ACKNOWLEDGEMENT OF RISK, RELEASE OF LIABILITY, AND INDEMNIFICATION AGREEMENT

WARNING: PLEASE READ THIS AGREEMENT CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. THIS AGREEMENT INCLUDES A RELEASE OF LIABILITY AND WAIVER OF LEGAL RIGHTS AND DEPRIVES YOU OF THE RIGHT TO SUE LIFE TIME, INC., LTF TRIATHLON SERIES, LLC., AND OTHER PARTIES.  

IN CONSIDERATION for LTF Triathlon Series, LLC. and its subsidiaries, affiliates (“Life Time”) allowing my participation in the Life Time Grand Prix, a series of seven (7) events including 1. Life Time Sea Otter Classic, 2. Life Time UNBOUND Gravel, 3. Life Time Leadville Trail 100 MTB, 4. Life Time Chequamegon Mountain Bike Festival, 5. Life Time Little Sugar MTB, and 7. Life Time Big Sugar Gravel (the “Event(s)”); I, the undersigned, and on behalf of my spouse, heirs, next of kin, any legal and personal representatives, successors and assigns, hereby agree to and make the following contractual representations pursuant to this Waiver and Release of Liability, Assumption of Risk and Indemnity Agreement (the “Agreement”);   

1. PARTICIPANT REPRESENTATIONS:  I hereby represent that (i) I am in good health and physically fit to participate in the Events; (ii) have not been advised against participating in the Event(s) by a qualified health professional; and (iii) I am at least 18 years of age. I agree that it is my sole responsibility to determine whether I am sufficiently fit and healthy enough to participate in the Event(s). I agree that it is my sole responsibility for maintaining control at all possible times while engaging in the Event(s) and for reading, understanding, and complying with all signage.  
2. ASSUMPTION OF RISK: I acknowledge that there are dangers, hazards and risks of injury or damage, some of which are inherent in my presence at or participation in the Event(s).
   1. Risks.  Participation in the Event(s) may be an extreme test of my physical and mental abilities. I understand the dangers, hazards, and risk of injury or damages (“Risks”) may include accidents, tripping, falling down, slips, loss of footing or balance, including “slip and falls”, contraction of an infectious disease or illness, contact or collision with other participants, spectators, pedestrians, vehicles or other natural or manmade objects; danger from adverse weather, imperfect course conditions, participants of varying skill levels, exposure to extreme conditions and circumstances, water, road or surface hazards, variations in terrain, encounters with wild and domestic animals, becoming lost or separated from the race, and inadequate safety measures; unmaintained and/or unmarked trails, roads, bridges, or other surfaces; loss, theft, damage, or misuse to property or information, including vehicles, equipment, files or systems; equipment failure, malfunction or misuse; acts of terrorism or criminal activity.
   2. Injuries. I understand that such injuries and damages may include but are not limited to major or minor personal, physical, bodily, emotional, mental, economic, property, or other types of injuries or damages (“Injuries”) to me or other participants, including: death; the potential for serious bodily injury, permanent disability, paralysis, brain damage, heart attacks, strokes, disfigurement, heat stress and/or heat stroke, frost bite and/or hypothermia, dehydration, concussions, hearing loss, torn or damaged muscles or ligaments, broken bones, allergic reactions, burns, sprains, bruises and scrapes, and contraction of infectious diseases or illnesses; aggravation of pre-existing injuries or medical conditions; pain and suffering; loss of consortium, love, affection, comfort, companionship, or care; complications arising from personal mental, physical, or emotional state, including emotional distress, embarrassment, humiliation, or shock; lost wages or lost earning capacity; and other disability, impairment, incapacity, accidents or incidents that may result in injury or damage.
   3. Time Limits. I understand that there will be cutoff times for the operation of aid stations and course sweepers. I understand and acknowledge that if I choose to continue in the Event(s) after these cutoff times have passed, that I assume all such Risks and any other damages, liabilities, losses or expenses to my person or personal property which I incur as a result of my participation in the Event(s). I further understand and acknowledge that if I choose to continue after the cutoff time that I will not hold the Released Parties or Event Organizers (defined below) responsible with respect to any Claims from my presence at or participation in the Event(s).    

I understand these Risks and Injuries (collectively, “Risks of Injury”) may be caused, in whole or in part, by my own actions or inactions, the actions or inactions of other participants, or by the NEGLIGENCE OF LIFE TIME, to me, other participants, and/or other persons. I FULLY UNDERSTAND, AND VOLUNTARILY AND WILLINGLY ASSUME, THE RISKS OF INJURY.

3. MEDICAL RELEASE:  I authorize Life Time’s Event staff, representatives, contractors, subcontractors, or other medical personnel to obtain or provide medical care for me, to transport me to a medical facility, and to provide treatment (including but not limited to evacuation, hospitalization, blood transfusions, surgery, medications, etc.) they consider necessary for my health. I represent that I am healthy enough to engage safely in the Event(s) and that I have had the opportunity to talk to a doctor prior to each Event, which Life Time strongly recommends. I consent to emergency care by Life Time for me. I agree to pay all costs associated with that care and transportation. I agree to the release (to Life Time, insurance carriers, other health care providers and their staff, representatives, or contractors) of any medical information or records necessary for treatment, referral, billing, or other purposes. I acknowledge that I am responsible for my own conduct, health, and safety, and that Life Time is not responsible for any medical expenses incurred by me in connection with the Event.
4. RELEASE OF LIABILITY:  I voluntarily and forever release and discharge, covenant, and agree not to sue Life Time, Inc., LTF Triathlon Series, LLC, all Event sponsors, and all Host Cities, Local Organizing Committees, Venues and Property Owners upon which the Event takes place, Law Enforcement Agencies and other Public Entities providing support for the Event, and each of their respective insurance companies, parent, subsidiary and affiliated companies, successors in interest, commercial and corporate sponsors, officers, directors, partners, shareholders, members, agents, employees, contractors, subcontractors, and volunteers, the County of Monterey, A&D Narigi Consulting, LLC, and their officers, agents and employees, [INSERT CITY/STATE/ RELEVANT GOVERNMENT AGENCY]  (Individually and Collectively, the “Released Parties” or the “Event Organizers”), with respect to any liability, claims, demands, causes of action, damages, loss or expense (including court costs and reasonable attorneys’ fees) of any kind or nature, whether known or unknown (“Claim(s)”) from my presence at, or participation in, the Event, which may arise out of, result from, or relate to any alleged or actual NEGLIGENCE OF LIFE TIME or breach of any express or implied warranty of the Released Parties.   
   1. Negligence Claims. I understand that Negligence Claims include Life Time’s: negligent design, construction, repair, maintenance, operation, supervision, monitoring, or provision of the Event course; negligent failure to warn of or remove a hazardous, unsafe, dangerous, or defective condition; negligent failure to enact guidelines, standards, and protocols that reduce and/or prevent the spread of infectious disease or illness; negligent failure to provide or keep the Event course in a reasonably safe condition; negligent provision of or failure to provide emergency care; negligent hiring, selection, training, instruction, certification, supervision, or retention of employee, independent contractors or volunteers, negligent collection, use, disclosure, or storage of personal, sensitive or other information; or other negligent acts or omissions. I specifically agree that if I (on my own behalf or on behalf of another) assert a Negligence Claim against Life Time and/or breach my agreement not to sue Life Time, I will pay all reasonable fees (including attorneys’ fees), costs and expenses incurred by Life Time to defend the Negligence Claims and all other Claims based on the same facts.   
5. CALIFORNIA CIVIL CODE SECTION 1542 WAIVER: I further agree that this Agreement shall extend to all claims that may exist, whether or not I know or suspect the existence of those claims, and I, on behalf of myself (and on behalf of all heirs, personal representatives, and assigns or me or the Minor Participant) expressly waive my 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.
6. INDEMNIFICATION:  I further agree that if, despite this Agreement, I, or anyone on my behalf, makes a Claim against any of the Released Parties, I agree to indemnify, defend and hold Life Time harmless to the fullest extent permitted by law from and against any Claim (including any Negligence Claim) asserted against Life Time by any other person (including but not limited to by any other participant, any family member who is not an Event participant, or any other person or entity) arising out of, resulting from, or caused by my participation in the Events, or the participation of children or other participants. My agreement to defend Life Time means that I will pay all of Life Time’s fees and costs incurred to defend a Claim from the date the Claim is asserted. My agreement to indemnify and hold Life Time harmless means that I will pay any settlement, judgment, or other damages, fees or costs of any type incurred by Life Time to resolve the Claim.   
7. DATA PRIVACY:  I understand and agree that Life Time is collecting Personally Identifiable Information (“PII”) directly and/ or through its subsidiaries, Athlinks, Inc. and ChronoTrack Systems Corporation, for the purposes of completing my registration for and participation in the Event(s). If I have a pre-existing Athlinks or ChronoTrack account, I understand and agree that my PII may be shared with the Event Organizers in order to facilitate my registration for the Event. If I do not have a pre-existing Athlinks or ChronoTrack account, I understand and agree that my PII inputted for purposes of registration for the Event will be governed by the privacy policy found at https://athlinks.com/home/privacy. I understand and agree that any PII shared with Event Organizers may also be governed by those parties’ own, separate privacy policies that Life Time is not responsible for. I further understand and agree to Life Time retaining my personal information for as long as permitted or required by applicable law or business practices.
8. DISMISSAL:  I understand that Event Organizer reserves the right, in its sole discretion, to dismiss any participant from the activities and to deny or revoke any applicant at any time from the event. If I am dismissed or depart for any reason, I agree I am responsible for all costs of departure whether for medical reasons, dismissal, personal emergencies, or otherwise.
9. FORCE MAJEURE:  In the event that the Event(s) or any portion thereof are cancelled or omitted because of war, an Act of God, inclement weather, natural disturbances, fire, public emergency, disaster, or necessity, plague, epidemics of health or other, national or state emergency, riot, acts or threats of terrorism or criminal activity, unavoidable casualty, race course conditions, legal restriction, labor disputes, strikes, boycotts, mechanical or electrical breakdowns, or for any other reason beyond the reasonable control of Life Time, the same shall not constitute a breach of this Agreement. If any or all of the Event(s) are cancelled or omitted as described above, Life Time, in its absolute and sole discretion, shall determine whether refunds, credits, or transfers will be issued, granted, or permitted.
10. COMMUNICATIONS:  I expressly consent to allowing Event Organizers to use my contact information that I have provided to Life Time, such as my phone number or email address, to contact me in the event that the Event(s) is/ are delayed, cancelled, an emergency occurs, or to provide me with updates and relevant information regarding the Event(s).
11. PREVAILING LANGUAGE:  I understand the English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions.
12. ADDITIONAL TERMS: I understand the Event(s) courses, distances, locations, and timelines can be changed at the discretion of Life Time. All distances are approximate by GPS measurements. This Agreement shall be governed and construed in accordance with the laws of the State of Minnesota, without regard to principles of conflict of laws. This Agreement represents the complete understanding between the parties regarding these issues and no oral representations, statements or inducements have been made apart from this Agreement. I understand that Life Time may assign this Agreement to other entities or individuals (“Assignees”) at any time, and any such assignment will grant assignees the full rights and protections accorded in this Agreement, consistent with Event Organizer’s and other Released Parties’ rights and protections under this Agreement. This Agreement is effective in regard to my enrollment or participation in the activities from the date signed through the completion of all activities, and this Agreement shall remain in full force and effect following completion of all activities. I agree that the contents of this Agreement will take precedence over any other forms or contracts I may sign in connection with the Event. If any provision of this Agreement is held to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.   
13. ELECTRONIC SIGNATURES:  Any electronic signature of a Party, whether encrypted or signed, scanned, and uploaded, is considered valid and effectively binds the Party to the Agreement. An electronically signed document, including the Agreement, will be deemed (i) “written” or “in writing”, (ii) signed, and (iii) constitutes a record established and maintained in the ordinary course of business and an original written record when printed from electronic files.

I agree I have read this Agreement carefully, understand its terms and conditions, understand that I will be giving up substantial legal rights by signing it acknowledge that I have signed this Agreement freely and voluntarily, without any inducement, assurance or guarantee, and intend for my signature to serve as confirmation of my complete and unconditional acceptance of the terms, conditions and provisions of this Agreement If I sign this Agreement both online and on-site, I agree that the on-site version of this Agreement, as that version may be amended from the on-line version, will be bindin

PUBLICITY WAIVER AND RELEASE

Life Time, Inc, a Minnesota Corporation with offices located at 2902 Corporate Place, Chanhassen, MN 55317 desires to use and publicize the name, likeness, and other personal characteristics and private information of the individual named below ("I" or "me") for advertising, promotion, and other commercial and business purposes. In consideration of my participation in the Life Time Grand Prix, and other good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge, I give Life Time, Inc. my permission for such use and publicity for such purposes, according to the terms and conditions set forth in this Publicity Waiver and Release ("Agreement").

I hereby irrevocably permit, authorize, and grant Life Time, Inc. and its subsidiaries and affiliates Life Time and its subsidiaries and affiliates, and each of their successors, and assigns, (collectively “Life Time”) to stream, livestream, record, take photographs, make audio or video recordings, take testimonial accounts, or create social media content, that may contain the name, image, voice, likeness, persona or account of me (collectively referred to as "Images") to be used in, on or in conjunction with any of Life Time's applications, websites, digital services, services, premises, facilities, equipment, activities, products, marketing materials and social media content. I hereby irrevocably consent to and grant Life Time the non-exclusive, worldwide, perpetual, royalty-free, fully paid, transferable and otherwise unlimited right to use, copy, distribute, display, publicly perform, publish, transmit, host, remove, retain, repurpose, reproduce, adapt, alter, edit, modify, change, add, delete, rearrange, broadcast, exhibit, exploit, prepare derivative works of and commercialize any and all such Images, (and the right to sell, rent, or sublicense such images through unlimited levels of sublicensees), through any form of communication, in any manner, in any media formats and through any media channels, now known or hereafter developed, including, without limitation, streaming, livestreaming, on-demand, television broadcast, cablecast, and satellite, audio or video recordings, radio broadcasts, press release, advertising and promotional materials, photographs or social media channels,  print publications, on any platform for any purpose whatsoever, commercial or otherwise, without obtaining additional consent, without restriction or notification, and without compensating me in any way, and to authorize others to do the same. Without limiting the foregoing, I hereby consent, on my own behalf to Life Time's use of the Images for commercial and promotional use, including, without limitation, on corporate or employee social media channels, to create, print, and distribute trading cards, and to host fantasy leagues with their name, biographical information, Life Time Grand Prix event information, results and statistics and other public information, including but not limited to other race results and information . I waive on my own behalf any right to inspect, approve, or edit such Images as used by Life Time.

I hereby irrevocably transfer, assign, and otherwise convey to Life Time my entire right, title, and interest, if any, in and to the Images and all copyrights and other intellectual property rights in the Images arising in any jurisdiction throughout the universe in perpetuity, including all registration, renewal, and reversion rights, and the right to sue to enforce such copyrights against infringers. I acknowledge and agree that I have no right to review or approve Images before they are used by Life Time, and that Life Time has no liability to me for any editing or alteration of the Images or for any distortion or other effects resulting from Life Time's editing, alteration, or use of the Images, or Life Time's presentation of me. Any credit or other acknowledgment of me, if any, shall be determined by Life Time in Life Time's sole discretion. Life Time has no obligation to create or use the Images or to exercise any rights given by this Agreement.

To the fullest extent permitted by applicable law, I hereby irrevocably waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy (including intrusion, false light, public disclosure of private facts, and misappropriation of name or likeness), violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (collectively, "Claims"), arising directly or indirectly from the Life Time's exercise of its rights under this Agreement or the production, exhibition, exploitation, advertising, promotion, or other use of the Images, and whether resulting in whole or in part from the negligence of Life Time or any other person, and I hereby covenant not to make or bring any such Claim against Life Time and forever release and discharge the Life Time from liability under such Claims. I understand that Life Time is relying on this Agreement and will incur significant expense in reliance on this Agreement, and I agree that this Agreement cannot be terminated, rescinded, or modified in whole or in part.

CALIFORNIA CIVIL CODE SECTION 1542 WAIVER. I also acknowledge that I have read and understand Section 1542 of the California Civil Code which reads 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 ad that if known by him or her, would have materially affected his or her settlement with the debtor or released party.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims I may have against Life Time.

I represent and warrant to Life Time that I am at least 18 years of age, and I have full right, power, and authority to enter into this Agreement and grant the rights granted hereunder. I further represent and warrant to Life Time that I will provide only true and correct statements and other information in connection with this Agreement, and Life Time's use of the Images and the rights and license granted hereunder do not, and will not, violate any right, including without limitation copyright, trademark, trade secret, right to privacy, or right of publicity of, or conflict with or violate any contract with or commitment made to, any person or entity, and that no consent or authorization from, or any payment to, any third party is required in connection herewith. I agree to defend, indemnify, and hold harmless the Life Time from and against all Claims by third parties resulting from my breach or alleged breach of this Agreement or any of the foregoing representations and warranties.

This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. I have not relied on any statement, representation, warranty, or agreement of Life Time or of any other person on Life Time's behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in this Agreement. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Life Time may assign this Agreement and its rights hereunder, in whole or in part, to any party. This Agreement is binding on and inures to my benefit and the benefit of Life Time and our respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule (whether of the State of Minnesota or any other jurisdiction). Any claim or cause of action arising under this Agreement may be brought only in the federal and state courts located in Hennepin County, Minnesota, and I hereby irrevocably consent to the exclusive jurisdiction of such courts.

THIS AGREEMENT PROVIDES LIFE TIME WITH YOUR ABSOLUTE AND UNCONDITIONAL CONSENT, WAIVER, AND RELEASE OF LIABILITY, ALLOWING LIFE TIME TO PUBLICIZE AND COMMERCIALLY EXPLOIT YOUR NAME, LIKENESS, AND OTHER PERSONAL CHARACTERISTICS AND PRIVATE INFORMATION AS SET OUT ABOVE. BY SIGNING, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT AND THAT YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE LIFE TIME. 

This Photograph License Agreement (the "Agreement"), dated as of the date last signed below (the "Effective Date"), is by and between Life Time, Inc. a Minnesota Corporation, with offices located at 2902 Corporate Place, Chanhassen, MN 55317 ("Company") and the Individual named below ("Licensor").

WHEREAS, Licensor solely and exclusively owns or controls the rights in a certain photograph, a copy of which is described and attached in Schedule 1 hereto (the "Image") and wishes to grant to Company a license under those rights, and Company wishes to obtain a license to the Image for the uses and purposes described herein, each on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. License.
   1. Grant of Rights. Licensor hereby grants to Company and its subsidiaries and affiliates, and each of their respective, permitted sublicensees, successors, and assigns (each, a "Licensee") the nonexclusive, perpetual, irrevocable, freely transferable and sublicensable right and license throughout the United States, its territories and possessions to use the Image in any and all formats and media, whether now or hereafter known or devised, by any and all technologies and means of delivery, whether now or hereafter known or devise, for purposes of making, providing, advertising, promoting, marketing, selling, and otherwise commercializing the Life Time Grand Prix series, and Licensor’s participation in the Life Time Grand Prix series, including, without limitation, printing trading cards, crating fantasy leagues, or other advertising, promotional, marketing, or sales materials of or for the Life Time Grand Prix series.

For purposes of clarity and without limiting the foregoing, Licensor acknowledges and agrees that the rights and license granted to Licensee under this Agreement include Licensee's rights: (a) to modify, edit, combine with other materials including, but not limited to, in combination or conjunction with Licensor's name and biographical information, Life Time Grand Prix event information, results and statistics and other public information, translate, include in collective works, and create derivative works of the Image in whole or in part (collectively, "Adapt," "Adapted," and "Adaptation" have correlative meanings); and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise) and transmit the Image, in whole or in part, as provided by Licensor or as Adapted for such purposes and uses as are permitted under this Section 1.1.

1. 2. Waiver of Moral Rights. Licensor hereby knowingly, voluntarily, and irrevocably waives, (or alternatively, has obtained, the knowing, voluntary, and irrevocable written waiver by all creator(s) of the Image) all rights of attribution and integrity and any other rights in or to the Image arising under Section 106A of the Copyright Act, 17 U.S.C. § 106A, or under any other applicable law of the United States or any state, country, or other jurisdiction that acknowledges or confers rights of the same or similar nature (collectively, "Moral Rights"). To the extent this waiver is not permitted by applicable law, Licensor hereby agrees (or has obtained written agreements binding all holders of such Moral Rights) not to enforce such Moral Rights against Licensee or any individuals or entities acting on behalf of Licensee or permitted to receive copies of the Image under this Agreement (collectively, "Licensee Parties").
   3. Other Licensee Rights. Licensee shall have the rights (a) not to use or exploit the Image and (b) to exercise its rights under this license through any of its employees, agents, and independent contractors.

2. Licensor Obligations. Licensor shall:
   1. deliver to Company a copy of the Image [via email/ jpg/ resolution etc. ]
   2. If Licensor is not the sole owner of the Image, obtain from all persons who are, or whose trademark or other property is, identified, depicted, or otherwise referred to in the Image, such written and signed licenses, permissions, waivers, and consents (collectively, "Permissions" and each, individually, a "Permission"), including those relating to publicity and privacy, as are or reasonably may be expected to be necessary for Licensee to exercise its rights in the Image, including all intellectual property rights therein, without incurring any payment or other obligation to, or otherwise violating any right of, any such person; and
   3. provide Company with an executed copy of each such fully-executed Permission.

3. Ownership.
   1. Licensor will own and retain all right, title, and interest in and to the Image, subject to the license granted in Section 1.1. Company will own and retain all right, title, and interest in and to all Adaptations of the Image made by, or by any third party for the benefit of, Company, subject to Licensor's rights in the underlying Image.

4. Use of Licensor's Name, Likeness, and Information. Licensor grants to Licensee the perpetual, worldwide right to use Licensor's name, image, likeness, and biographical and professional information (including information Licensor provides to Company and any other information about Licensor that is publicly available) in any and all media and by any and all technologies and means of delivery now or hereafter known or devised in connection with the Image and any Adaptations, including to advertise and promote the same or any good or service that features or includes the Image, in whole or in part, as provided by Licensor unmodified or as Adapted, without further consent from, or any payment or other compensation to, Licensor.

5. No Payment.
   1. In full consideration of Licensor's participation in the Life Time Grand Prix, Company shall have no obligation to pay Licensor for any use of the Image in accordance with this Agreement.

6. Representations and Warranties.
   1. Licensor Representations and Warranties. By providing the Image to Company, Licensor hereby represents and warrants that:
      1. Licensor is the sole and exclusive legal and beneficial owner of the entire right, title, and interest in and to the Image, including all copyrights and other intellectual property rights therein; and/ or Licensor has obtained, in legally binding and irrevocable written instruments, all Permissions as are or reasonably may be expected to be necessary for Licensee and each of the other Licensee Parties to fully and lawfully exercise the Licensee's rights and licenses under this Agreement.
   2. Licensor has not granted will not grant any license, lien, security interest, or other encumbrance in, to, or under the Image, and has not and will not enter into any license or contractual or other obligation that could conflict or interfere with Licensee's receipt or exercise of its rights or license hereunder;
   3. There is no settled, pending, or  to the best of Licensor's knowledge after exercising reasonable diligence, threatened litigation, opposition, or other claim or proceeding challenging Licensor's ownership of copyrights in or use of the Image or the validity, enforceability, or registration of such copyrights or any other intellectual property rights in or to the Image;
   4. Licensor has not brought or threatened any claim against any third party alleging infringement of the Image, nor, to the best of Licensor's knowledge after exercising reasonable diligence, is any third party infringing or threatening to infringe any copyrights or other rights in the Image;
   5. the Image does not, and use thereof as permitted hereunder will not, violate any law or regulation or infringe or otherwise violate any right of any third party, including, but not limited to, any copyright, trademark, patent, trade secret or other intellectual property right, any right against defamation, or any right of publicity or privacy; provided that this representation and warranty shall not apply to any Image modified by or on behalf of Licensee as permitted hereunder where such violation or infringement would not have arisen from the faithful reproduction or use of such Image as provided by Licensor.
7. Indemnification. Licensor shall indemnify, defend, and hold harmless Company and its respective officers, directors, employees, agents, affiliates, successors, and permitted assigns from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers, arising out of or in connection with any third-party claim, suit, action, or proceeding relating to any actual or alleged breach by Licensor of its representations, warranties, covenants, or other obligations hereunder.

8. Term and Termination.
   1. Term. This Agreement is effective from the Effective Date until terminated on written notice by either party in accordance with the terms of this agreement (the "Term").
   2. Termination.
      1. Either party may terminate this Agreement on written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.
   3. Effect of Termination. Upon termination of this Agreement: (a) all rights licensed under this Agreement will revert to Licensor, and all sublicenses that have been granted by Company shall automatically and immediately terminate.

9. Miscellaneous.
   1. Relationship of the Parties. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.
   2. Assignment. This Agreement is personal to Licensor. Licensor may not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations or performance, under this Agreement. Any purported assignment, delegation, or transfer in violation of this Agreement is void. Company may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding on and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
   3. Amendment and Modification; Waiver. No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party will operate or be construed as a waiver of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
   4. Severability.  If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement nor invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court shall modify this Agreement to effect the original intent of the parties as closely as possible in order to ensure that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
   5. Governing Law; Submission to Jurisdiction.  This Agreement and all matters arising out of or relating to this Agreement, including tort, statutory, and contract claims, are governed by, and construed in accordance with the laws of the State of Minnesota, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of Minnesota. Any legal suit, action, or proceeding arising out of or relating to this Agreement will be instituted exclusively in the courts of the State of Minnesota, in each case located in Hennepin County, Minnesota, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding.
   6. Entire Agreement. This Agreement, including and together with any related attachments, is the sole and entire agreement of the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

EVENT PARTICIPANT NOTIFICATION OF USADA DRUG TESTING
Client shall incorporate the following language to inform all Event participants that they are subject to drug testing by USADA and/or the USADA Protocol and World Anti-Doping Code: Life Time Events is pleased to support integrity in competition, and to announce it has contracted with the U.S. Anti-Doping Agency (“USADA”) to provide anti-doping services during Life Time Events (Sea Otter Classic Gravel, UNBOUND Gravel, Leadville trail 100 MTB,Little Sugar MTB, 2025 and Big Sugar Gravel), to be held in Monterey, CA on , Emporia, KS, Leadville CO, Cable WI, Bentonville AR. which is a [NGB] (“Sanctioning Body”) sanctioned (“Sanctioning Body”) sanctioned event. USADA is the independent national anti-doping organization in the United States, and runs the U.S. anti-doping program for Olympic, Paralympic, Pan-Americanand Parapan American movement sports, in accordance with the World Anti-Doping Code (“Code”). USADA collects, uses, and stores your Personal Information, which may be uploaded into the informational databases of WADA, USADA (stored in the U.S.), other anti-doping organizations, and third parties (as applicable) in accordance with USADA’s privacy policy(https://www.usada.org/privacy-statement/) and/or the privacy policy of the relevant authority. Life Time Events has contracted with USADA to demonstrate a commitment to fair, drug-free,and safe competition. Doping, as defined in the USADA Protocol for Olympic and Paralympic Movement Testing and its Annexes (the “USADA Protocol”), is against the rules of the Event, and will not be tolerated. The anti-doping rules for the Event are set forth in the USADA Protocol and are fully applicable to each competitor, each member of the competitor’s team, and all athlete support personnel involved in the Event. Any violation of the anti-doping rules may result in disqualification and loss of results achieved during the Event, in addition to all consequences that arise in accordance with the USADA Protocol and the Code. Athletes competing in the Event are subject to blood and/or urine and/or other WADA-approved sample matrices testing for any substance or method on the World Anti-Doping Agency (“WADA”) Prohibited List: http://www.usada.org/prohibited-list/. In addition to testing, USADA is a resource for educational information and will have jurisdiction to handle the results management process of any potential anti-doping rule violation. All Event participants (including competitors, each member of the competitor’s team, and all athlete support personnel involved in the Event) acknowledge and
agree that they are subject to the Code and the USADA Protocol, and that they are required to abide by all such rules and by the anti-doping rules of the Sanctioning Body. Anti-doping rule violations will be adjudicated in accordance with the USADA Protocol, and each participant agrees that their sole, exclusive, final and binding remedy in relation to any potential anti-doping rule violation alleged by USADA and/or in response to any matter relating to anti-doping, sample collection, drug testing, doping control, results management and/or USADA shall be arbitration in accordance with the USADA Protocol. As USADA is

an independent entity, all athlete questions or concerns regarding details of the anti-doping program should be directed to USADA. In an effort to aid athletes, as well as all support team members such as parents, coaches, managers and paramedical personnel, in understanding the rules applicable to them, USADA provides comprehensive information on its website regarding the testing process and prohibited substances, how to obtain permission to use a necessary medication, and the risks and dangers of taking supplements as well as performance-enhancing and recreational drugs. Athletes looking for information about the testing process can start at www.usada.org/athletes. In addition, USADA manages an athlete hotline which may be used to find answers to drug reference questions at (719) 785-2000, toll-free at (866) 601-2632, and by email at athleteexpress@usada.org. Athletes may also access this information online at www.GlobalDRO.com. For information about dietary supplements, please visit USADA’s Supplement 411 resource atwww.Supplement411.org. For more general anti-doping program information, please visit www.usada.org.

ANNEX C
CONSENT TO DOPING CONTROL
Client shall incorporate the following language into the consents for all Event participants to be tested under this Services Agreement: I understand that Life Time Events, (Sea Otter Classic Gravel, UNBOUND Gravel, Leadville trail 100 MTB,Little Sugar MTB, 2025 and Big Sugar Gravel) to be held in Monterey, CA on , Emporia, KS, Leadville CO, Cable WI, Bentonville AR. which is a [NGB] (“Sanctioning Body”) sanctioned event. I understand that Life Time Events has contracted with the United States Anti-Doping Agency (“USADA”) to conduct doping control services in conjunction with the Event, including sample collection and analysis, results management, and the adjudication of disputes involving potential anti-doping rule violations for participants in the Event. I understand and agree that by virtue of signing this Consent, I am subject to doping control conducted by USADA. I understand and agree that the World Anti-Doping Code (“Code”) and the USADA Protocol for Olympic and Paralympic Movement Testing and its Annexes (“USADA Protocol”) apply to me and constitute the anti-doping rules for the Event, and that I am required to abide by all such rules and by the anti-doping rules of the Sanctioning body. I further understand and agree that Life Time Events] shall recognize and enforce any sanction imposed against me by USADA or any other Code Signatory that results from a violation of the applicable anti-doping rules, regardless of whether such violation occurred during the Event. I consent to the Processing , including collecting, using, and storing my PersonalInformation, which may be uploaded into the informational databases of WADA, USADA (stored in the U.S.), other anti-doping organizations, and third parties (as applicable) in accordance with USADA’s privacy policy (https://www.usada.org/privacy-statement/) and/or the privacy policy of the relevant testing authority or results management authority. I agree that during the

Event and for up to ninety (90) days thereafter as may be needed for follow up testing, I will be subject to blood and/or urine and/or other WADA-approved sample matrices testing for any substance or method on the World Anti-Doping Agency (“WADA”) Prohibited List: http://www.usada.org/prohibited-list/. I agree to submit to blood and/or urine and/or other WADA-approved sample matrices testing by USADA immediately upon notification that I have been selected for drug testing and to provide complete whereabouts information to USADA in the event that follow up testing should become necessary. It is my responsibility to know and understand all anti-doping rules applicable to me prior to signing this Consent, including the requirement to obtain a Therapeutic Use Exemption prior to using any medication containing a Prohibited Substance or Prohibited Method. The Code is available online and may be found at https://www.wada-ama.org/en/resources/the-code/world-anti-doping-code. The USADA Protocol is available onlineand may be found athttp://www.usada.org/wp-content/uploads/USADA_protocol.pdf. Information regarding Prohibited Substances and Methods and TUE applications is available online and may be found at http://www.usada.org/substances. I understand that significant penalties exist for any anti-doping rule violation and that such violations may be established through any reliable means including, but not limited to, drug testing, admissions,third-party testimony, and circumstantial evidence. If I am charged with an anti-doping rule violation, I agree that my case will be administered in accordance with the USADA Protocol. I, on behalf of myself, my team, my sponsors and all who may claim through me, agree that arbitration under the terms of the USADA Protocol is our sole and exclusive legal recourse and means of addressing any charge of doping, ineligibility, loss of results or any other issues arising from any anti-doping rule violation or any other matter arising in connection with the collection, transport, and analysis of my sample(s), results management, or the reporting or communication of drug testing information or doping control results by USADA or its designees. I, on behalf of myself, my team, my sponsors and all who may claim through me, hereby waive and release any other right, remedy, claim or cause of action involving USADA, Life Time Events, or any other party relating to doping control and/or the handling, analysis and reporting of my sample(s) or the administration of any potential or actual anti-doping rule violation.

I HAVE READ, FULLY UNDERSTAND AND AGREE TO THE FOREGOING TERMS.

Drafting Policy Overview

Defined Terms:
The Draft Zone is defined by two bike lengths (15 feet) behind and 3 feet to the left and right of any cyclist. Draftingoccurs when a rider spends more than 20 seconds in the Draft Zone. Marshals are any person(s) appointed by Life Time to monitor and/or issue penalties. Riders determined to have been in violation of this policy will be Relegated to last place in the Elite results for that individual event, as well as the Life Time Grand Prix scoring for that event. The Race Category refers to the classification under which a rider is registered and/or starts the event.

Examples:
An Elite Men Rider is any athlete starting in the Men’s Elite Start. An Elite Women Rider is any athlete starting in the Women’s Elite/Open Start. An Amateur Rider is any rider starting in any corral other than the Elite Men’s and Elite Women’s corrals. Amateur Riders are not eligible for overall podiums or prize money, and there may be several race categories within the Amateur field (Age Groups, Single Speed, Male, Female, etc.).

General No Drafting Rule:
Drafting off riders in a different race category is strictly prohibited. Elite Women may not draft off Elite Men or Amateur Riders, and Elite Men may not draft off Elite Women or Amateur Riders. Amateur Riders may draft off any other Amateur Rider, regardless of category (Age Group, Single Speed, Male, Female, etc.).

Examples:
Elite Women are only allowed to draft off other Elite Women and not off athletes in any other race category (i.e., Elite Men or Amateur Riders). Elite Men are only allowed to draft off other Elite Men and not off athletes in any other race category (i.e., Elite Women or Amateur Riders).

Policy Provisions:
Elite Men and Elite Women riders will have separate starts, with intervals sufficient to minimize interaction between categories (e.g., Big Sugar Gravel: Elite Men start at 7:25 a.m. and Elite Women at 7:35 a.m.). Elite riders in each category will be given clearly identifiable race bibs, plates, or other identifying equipment to distinguish them by category. Riders must wear this equipment as directed by Life Time. Course marshals and officials will use these identifiers to monitor compliance.

Each Elite rider is responsible for avoiding drafting off riders in a different race category. Life Time will provide this policy to be signed by each rider within the Elite and Life Time Grand Prix fields, acknowledging understanding and agreement to adhere by initialing.

Enforcement, Notification, and Review:
Neutral moto race marshals, course marshals, and Life Time staff will patrol the course to monitor drafting violations using moto, drone, live camera feed, helicopter, or other verifiable methods. Rider input as evidence will not be accepted. Logical concessions will be made where passing is not possible (e.g., single track sections, climbs, or congested areas). Riders in violation will be flagged to the Event Director as soon as logistically reasonable.

Riders will be notified of any pending relegation by the Event Director via text and/or email using the contact information provided at registration. Athletes must ensure Life Time has their correct contact information. Officials and staff will review footage, reports, and observations following the finish to determine penalties prior to results being deemed official. Athletes have 30 minutes from the declaration of a violation to submit an official appeal to the Event Director via the Series Manager. Once results are official, no further appeals will be accepted.

Contact for Appeals:
Sean Thurman — Sthurman@lt.life | 636-524-5573

Penalty:
Riders found in violation of this policy will be relegated to last place in the Elite results and Life Time Grand Prix scoring for that individual event. Life Time reserves the right to amend this policy at any time, at its sole discretion.