PV Fundamentals Registration

MEMBERSHIP AGREEMENT

THIS MEMBERSHIP AGREEMENT (“Agreement”), when signed by the person signing below as the member (“Member”) and accepted by RISE Pole Vault LLC, an Illinois limited liability company (“Company”), shall govern the membership rights of Member and the relationship between Member and the Company relating thereto.

The Company and Member are sometimes referred to collectively herein as the “Parties” and individually each a “Party.”

This Agreement consists of this Membership Agreement, the Release of Liability and Assumption of Risk in the form attached hereto as Schedule 1 (which includes the Safety Guidelines attached thereto as Exhibit A “Safety Guidelines”) (“Release of Liability and Assumption of Risk”), Additional Rules (as defined below), all as may be amended or modified from time to time, and shall constitute the full agreement between the Company and Member with respect to Member’s use and access to the Company’s facilities, coaching and training.

THIS AGREEMENT AND ALL EXHIBITS AND SCHEDULES ATTACHED HERETO CONTAIN RELEASE AND INDEMNIFICATION PROVISIONS AND LIMITATIONS ON THE COMPANY’S LIABILITY. YOU ARE URGED TO READ IT CAREFULLY, AS YOU ARE WAIVING CERTAIN RIGHTS.

Member understands that pole vaulting related activities and training are potentially dangerous activities that involve the risk of serious injury, disability, death and/or property damage. As a condition of entering into this Agreement, the Member agrees to enter into that certain Release of Liability and Assumption of Risk form attached hereto as Schedule 1 and agrees to all of the terms and conditions and guidelines included therein. If the Member is a minor, then the parent or legal guardian of the minor named above shall consent to this Agreement by executing this Agreement and the Release of Liability and Assumption of Risk form attached hereto as Schedule 1.

The Company is a privately owned pole vaulting and sports club sports club available for the use of Members. Memberships are available on a monthly basis or annual basis. Payment of the membership fee does not grant Member any ownership rights in the Company or its facilities, or any rights of use or access not specifically set forth in this Agreement by the Company. The Company, in its sole discretion, reserves the right to refuse use of the Company’s facilities, coaching and training (the “Facilities”) to any person. Memberships are not transferable, and membership should not be viewed or acquired as an investment.

The purpose of this Agreement, which is legally binding on the Company and the Member, is to set out the terms and conditions upon which Member will be entitled to use the Facilities of the Company, and certain rights and obligations of the parties with respect thereto.

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:

Section 1. Membership Agreement

• 1.1 Membership and Benefits. Upon full payment of applicable fees, Member shall be entitled to the benefits and privileges described in the Membership Benefits & Pricing, attached hereto as Schedule 2. Member’s membership shall be for a period of beginning on the date Member’s application is accepted by the Company. The Company may, at any time, in its sole discretion, offer other and different types of memberships and limit the number of memberships available at any given time. All fees associated with the Company membership, unless otherwise specified in this Agreement, are non-refundable. Any future revisions to the membership terms, including, without limitation, revisions to the Safety Guidelines, and/or to any Additional Rules made by the Company, shall be automatically incorporated into and made a part of this Agreement.
• 1.2 Membership Fees. The current fees applicable to the membership are set forth in the Company’s Member Benefits & Pricing document, attached hereto as Schedule 2. The current fees and dues are subject to change in the sole discretion of the Company.
• 1.3 Nature of Membership. Member acknowledges that membership does not give Member any equity or ownership interest in the Company or the Facilities. Member acknowledges that the interest acquired pursuant to this Agreement is only that of a revocable license to use the Facilities under supervision and instruction of a Company coach pursuant to the terms, covenants and conditions contained in this Agreement. Members shall not be subject to any liability for capital or operating assessments for the costs and expenses of owning or operating the Company, nor shall members be entitled to any revenues or profits relating to the ownership or operation of the Company or its Facilities.
• 1.4 Limitations on Access. Member acknowledges that access to and use of the Facilities by Member is subject to regulation by the Company. Access to the Facilities at times other than those designated as Company events may be limited.
• 1.5 No Transfer of Membership. Membership cannot be transferred or sold.
• 1.6 Personal Property. Each Member and guest is responsible for their personal property. The Company is not responsible for lost or damaged property or property stolen from anywhere at the Facilities, and specifically disclaims any such responsibility.

Section 2. Payment of Membership Fees

• 2.1 Membership Fees. Membership fees shall be paid, on the same date each month. This date being determined by the date of the Member's submitted registration. Membership fees shall be paid each calendar month during the membership term, without any set-off, offset, abatement, or deduction whatsoever in US dollars by credit card. The Company reserves the right to change the membership fee in its sole and exclusive discretion. No Member may use the Facilities if their membership fee has not been timely paid. Failure to pay such fees when due, including any late fees or similar charges, shall be grounds for revocation of all membership privileges.
• 2.2 Recurring Credit Card Payment. Member authorizes regularly scheduled charges to Member’s credit card on file with the Company. Member will be charged the amount described herein each month. A receipt for each payment will be provided to Member upon request and a charge will appear on Member’s credit card statement. Member agrees that no prior notification will be provided in advance of Member’s credit card being charged. Member understands that this authorization will remain in effect until Member cancels it via EMAIL SUBMITTED TO SUPPORT@RISEPOLEVAULT.COM. Member certifies that Member is an authorized user of the credit card and will not dispute the scheduled transactions so long as they are in compliance with this Agreement.

Section 3. Conditions To Participate

• 3.1 Release of Liability and Assumption of Risk. Member agrees to enter into that certain Release of Liability and Assumption of Risk form attached hereto as Schedule 1 as may be amended from time to time and agrees to all of the terms and conditions and guidelines included therein. If the Member is a minor, then the parent or legal guardian of the minor named above shall consent to this Agreement by executing this Agreement and the Release of Liability and Assumption of Risk form attached hereto as Schedule 1.
• 3.2 Safety Guidelines. Member agrees to at all times adhere to the Safety Guidelines issued from time to time by the Company, a copy of which is attached hereto as Schedule 2. Member acknowledges that the Safety Guidelines are subject to change from time to time by the Company at its discretion. Members may obtain a copy of the current Safety Guidelines at any time upon request. Member’s continued participation in Company events following the posting of revised Safety Guidelines means that Member accepts and agrees to the changes. Member is expected to check with the Company before participating in Company events to ensure the Member is aware of any changes.
• 3.3 Medical. Member acknowledges that it is Member’s own personal responsibility to be in such proper physical and mental condition as to allow the Member to participate in pole vaulting activities and training without creating undue or unusual risk to Member or other persons.
• 3.4 Restrictions. In the interests of the safety of Members and others, the Company may from time to time establish regulations limiting or restricting the rights of Members and other persons to use the Track, in its sole and exclusive discretion.

Section 4. Rules and Regulations

• 4.1 Rules and Regulations. The Company shall have the right to make additional rules and regulations for the use of all or any part of the Facilities (the “Additional Rules”), and the Company’s interpretation of the Additional Rules shall be final. Any changes to the Safety Guidelines and/or Additional Rules shall become effective immediately upon posting a copy thereof in a conspicuous place on the Company premises and shall apply thereafter to all Members and guests. Member agrees to be bound by the terms this Agreement, the Safety Guidelines and the Additional Rules, and agrees to be bound by any and all changes, repeals, amendments or additions to the same. The Company reserves the right to modify and amend all rules at any time, in its sole and exclusive discretion.
• 4.2 Enforcement. All Members must use the Facilities in accordance with this Agreement, the Safety Guidelines, and the Additional Rules (collectively the “Rules”). All Company Rules shall be exclusively administered and enforced by the Company. Members shall have no authority to enforce the Rules; only the Company may do so. The Company shall take reasonable action to enforce the Rules but shall not be liable for a failure to do so.

Section 5. Liability for Use of Property

If a Member, or the guest of a Member, damages the Facilities, or causes personal injury while on or near the Facilities, such Member shall be liable for all claims, damages and costs arising therefrom, whether compensatory, consequential, punitive or incidental, including attorney’s fees, and the Member so responsible, or the Member whose guest was responsible, shall defend, indemnify, and hold harmless the Company and its members, managers, officers, employees, agents, affiliates, successors, and assigns (the “Releasees”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees, the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by the Company or any other Releasees arising out or resulting from any claim by Member or of a third party related to Member’s participation pursuant to this Agreement, including any claim related to Member’s own negligence or the ordinary negligence of the Company.

Section 6. Advertising and Promotion Release

The Company, its duly authorized agents and assigns, may use Member’s name and likeness and photographic, videotape and other images of Member, and that of Member’s guests in any way and for any lawful purpose, and Member and Member’s guests hereby duly consent to such use and relinquishes all rights thereto.

Section 7.Indemnity, Warranties, Remedies, Limitation of Liability

• 7.1 Acknowledgment. Member acknowledges and agrees that:
  • A. Use of the Facilities is for the sole benefit of Member;
  • B. Use of Facilities and pole vaulting activities are hazardous and involve extraordinary risk of serious personal injury or death, as well as the risk of damage to property;
  • C. Member freely and willingly accepts and voluntarily assumes all risks of property damage, personal injury or death in connection with Member’s presence at the Company and the use of the Facilities, and the presence at the Company and use of the Facilities by Member’s guests;
  • D. The nature of the services to be provided under the terms of this Agreement make it appropriate, equitable and essential to provide for the allocation of the risks and liabilities, the limitation of remedies, and the indemnification of the Company and the other Releasees, all as set forth in this Agreement and by the Release of Liability and Assumption of Risk attached hereto as Schedule 1>, which shall be signed by Member (and by Member’s parent or guardian if Member is a minor) before use of the Facilities.
• 7.2 Covenant Not to Sue. Member hereby releases, waives, discharges and covenants not to sue the Releasees for and from all liability to Member, Member’s personal representatives, assigns, heirs and next of kin for any and all loss or damage, and any claim or demands therefore on account of injury to Member’s person or property or resulting in the death of Member, or any other damage or expense arising in connection with Member’s membership, whether caused by the negligence of the Releasees or otherwise.
• 7.3 Indemnification. Member agrees to indemnify, defend, and hold harmless the Releasees against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or, expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Releasees, relating to any claim of a third party or Company arising out of or occurring in connection with the Member’s or any of Member’s invitees in or upon the Facilities, or in connection with Member or any of Member’s invitees’ negligence, willful misconduct, or breach of this Agreement regardless of whether caused by the negligence of any of the Releasees or otherwise. Member shall not enter into any settlement without Company's or Releasee’s prior written consent.
• 7.4 No Warranty. The Facilities and all aspects of membership in the Company are made available for use "as is", and the Company makes no warranty as to their use, safety, or performance. Except to the extent any warranty, representation, term or condition cannot or may not be excluded or limited by law, the Company makes no warranty or representation either express or implied, whether by statute, common law, custom, usage or otherwise as to any matter including without limitation merchantability, satisfactory quality, or fitness for any particular purpose.
• 7.5 Limitation of Liability. IN NO EVENT SHALL THE COMPANY BE RESPONSIBLE OR LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF ANY PROVISION OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL OF THE AMOUNTS PAID TO THE COMPANY HEREUNDER.

Section 8. Suspension and Termination of Membership

• 8.1 Absolute Right of the Company. The Company shall have the absolute right, in its sole and absolute discretion, to suspend or terminate the rights and privileges of membership of any Member if said Member (or guest of a Member):
  • A. Willfully refuses or neglects to comply with the provisions of this Agreement, Safety Guidelines or the Additional Rules;
  • B. Engages in reckless or other conduct that endangers the safety of Member or any other person, or engages in other conduct that, in the sole judgment of the Company, is harmful to the interests of the Company; or
  • C. Fails to reinstate Member’s membership within 60 days of suspension for non-payment of indebtedness to the Company.
• 8.2 Resignation. Member may resign Member’s membership in the Company at any time by giving notice in writing to the Company, but shall continue to be liable for any indebtedness to the Company at the date of Member’s resignation. If a Member wishes to terminate his or her membership at the Company, the Member shall provide a written email to: support@risepolevault.com.com at least seven (7) days prior to such Member’s scheduled auto pay date expressly terminating the membership.
• 8.3 Effect of Termination or Resignation. Member’s resignation, or the termination or suspension of Member’s rights or membership, will not relieve Member from any liability to the Company or terminate Member’s obligations under Section 2 hereof. If Member’s membership is terminated pursuant to this Section 8, any dues shall be forfeited.
• 8.4 Company Property. All certificates, membership cards, and similar evidence of membership are the property of the Company and shall be surrendered to the Company upon membership termination.
• 8.5 Termination of All Memberships. The Company shall have the right, in its sole and absolute discretion, to terminate all memberships in the Company upon not less than one (1) year's written notice. Additionally, the Company shall also have the right, in its sole and absolute discretion, to terminate or suspend all memberships in the Company upon the occurrence of an event rendering the Facilities unusable or beyond repair.

Section 9. Miscellaneous

• 9.1 Entire Agreement. This Agreement, including and together with any related schedules and exhibits 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, regarding such subject matter.
• 9.2 Survival. Subject to the limitations and other provisions of this Agreement the representations and warranties of the Parties contained herein shall survive the expiration or earlier termination of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement.
• 9.3 Notices. All notices hereunder must be in writing and addressed to the relevant Party at the address set forth on the first page of this Agreement (or to such other address that may be designated by the receiving Party from time to time).
• 9.4 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
• 9.5 Amendments. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of this Agreement and signed by an authorized representative of each Party.
• 9.6 Waiver. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall 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.
• 9.7 Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise. Notwithstanding the previous sentence, the Parties intend that Member's rights under Section 7 are Member's exclusive remedies for the events specified therein.
• 9.8 Assignment; Successors and Assigns. Member shall not assign any of its rights or obligations under this Agreement without the prior written consent of Company. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Member of any of its obligations hereunder. Company may at any time assign, transfer, or subcontract any or all of its rights or obligations under this Agreement without Member's prior written consent. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
• 9.9 No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
• 9.10 Choice of Law and Choice of Forum. This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the State of Illinois, without regard to the conflict of laws provisions of such State. Any legal suit, action, or proceeding arising out of or relating to this Agreement must be instituted in the federal courts of the United States of America or the courts of the State of Illinois, in each case located in the City of Chicago and County of Cook, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by certified mail will be effective service of process for any suit, action, or other proceeding brought in any such court.
• 9.11 Waiver of Jury TrialWaiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
• 9.12 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
• 9.13 Headings. Headings in this Agreement are for convenience of reference only, and are not to be used in any interpretation of the agreement between the parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

COMPANY:

RISE Pole Vault LLC

By: Jake Winder

Name: Jake Winder

Title: Owner

MEMBER: