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Where2Wheel Landowner Contract

Contract Between (Landowner) & Where2Wheel Offroad Park, LLC

Parties Involved

(Landowner)
Where2Wheel Offroad Park, LLC (W2WParks)

Purpose

The Landowner has agreed to partner with W2W Parks to host offroading events at (Property Address) . W2W Parks will handle marketing, booking, and customer management for these events. Landowner will host the events at their location, allowing W2W Parks patrons to utilize the property’s trails, staging area, obstacles, and varies off road terrain. W2WParks will handle & manage ambassadors for the events. Initially, events will be held on weekends, with potential expansion to weekdays based on demand.

Event Details

Offroading Events: Events will involve mudding, rock crawling, trail riding, and other off road activities. Allowed Vehicles: During W2W Offroad Park events, participating patrons are limited to full size vehicles (Jeeps, Broncos, trucks, etc...) and SxS/UTVs. ATVs, dirt bikes, and 4-wheelers are not permitted for patrons or their guests. Landowner Guests: The landowner reserves the right to invite guests to the property at their discretion. These guests may use ATVs, dirt bikes, or 4-wheelers. However, the landowner is solely responsible for the safety and actions of their guests who are not W2W Offroad Park customers or ambassadors. Landowner guests must not interfere with the safe operation of W2W Offroad Park events. Event Schedule: (To be determined by both parties). Event Management: W2W Parks will handle marketing, booking, and customer management. Landowner or W2W Ambassadors will oversee event operations on-site. Safety and Emergency Procedures: In case of a medical emergency, immediately call 911 and follow the operator's instructions. If an emergency involving a fire does take place that cannot be put out with a fire extinguisher, then immediately call Fire & Rescue or 911. Consumption of alcohol and drugs is strictly prohibited on the property during the event. Individuals found in violation will be asked to leave the premises.

Compensation

Revenue Split: 47% to Landowner, 47% to W2W Parks, 6% for processing and administrative fees.
Pricing: (To be determined by both parties)
Payment Terms: W2W will pay Landowner within 7 days of receiving payment from customers via electronic transfer.

Competition

Landowner agrees not to host competing off-roading events or enter into separate off-roading agreements with W2W customers without prior written consent from W2W.

Liability

W2W Parks is not liable for events held on Landowner’s property. W2W Parks will require all patrons to sign an electronic Waiver and Acknowledgement of Risk (Exhibit A) before participating and will maintain these records. The Landowner will receive written email notification within seven (7) business days of any modifications to the Waiver and Acknowledgement of Risk. This notification will detail the specific changes and the rationale behind them.

Indemnification

To the fullest extent permitted by applicable law, the Landowner agrees to indemnify, defend, and hold harmless W2W Parks, its officers, directors, ambassadors, employees, agents, and representatives from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

Any injuries to persons or damage to property occurring on the Landowner’s property during or as a result of the offroading events, including but not limited to claims arising from the condition of the property or any structures thereon, but to the extent that the Landowner is negligent.
Any claims or liabilities arising from Landowner’s negligence, breach of this agreement, or failure to comply with applicable laws, rules, or regulations.
Any claims arising from the actions or omissions of Landowner, its agents, or employees.

This indemnification obligation shall survive the termination of this agreement.

Term and Termination

Contract will remain in place and active unless either party submits a request to terminate with at least one week (Seven Days) notice. Upon a written request and prior notice this request will be granted by the other party and contract will be terminated.

Amendments

Any changes to this agreement must be made in writing and signed by both parties.

Signatures (Electronic)

Each party below that signs this agreement is agreeing to all the information stated above.

Exhibit A:

Participant Agreement for W2W Offroad Park

Participant agrees to hold W2W Offroad Park Where2Wheel Offroad Park, LLC (hereinafter referred to as "W2W Offroad Park") and Participant (hereinafter referred to as "Participant") agree as follows:

Participant Responsibilities:

1.1 Driver and Passenger Safety: Participant understands and acknowledges that by signing this agreement, they confirm they are the primary driver of the off-road vehicle during their participation in off-road activities at W2W Offroad Park events. Participant further confirms that all passengers must arrive at the event in the participant's vehicle. Participant accepts full responsibility for the safety and well-being of any passengers within their vehicle during their participation and agrees to transport only as many passengers as there are functioning seat belts in the vehicle. If another individual will be driving the vehicle at any point during the W2W Offroad Park event, that individual must also sign a separate off-roading contract.
1.2 Risk Acknowledgment: Participant understands and acknowledges that participation in off-road activities is inherently dangerous and can result in serious injury or death.
1.3 Voluntary Assumption of Risk: Participant voluntarily assumes all risks of injury or death associated with off-road activities, including but not limited to:
- Falls from vehicles
- Rollovers
- Contact with other vehicles or objects
- Impact with the ground
- Extreme weather conditions
- Wild animals
1.4 Contributory Negligence: Participant understands and acknowledges that their own negligence or misconduct may contribute to any injuries or damages sustained during their participation in off-road activities. Participant agrees that if their own negligence is found to have contributed to any such injuries or damages, their recovery may be reduced or barred in accordance with applicable law.
1.5 Confidentiality and Property Access: Participant acknowledges that the location of W2W Offroad Park events is held on private property and the address is confidential information. Participant agrees not to disclose the address to any third party without the express written consent of W2W Offroad Park. Further, Participant understands that access to the property is only permitted during scheduled W2W Offroad Park events. Any unauthorized access to the property is strictly prohibited. Any unauthorized access to the property or disclosure of the address will result in immediate revocation of Participant's access to W2W Offroad Park events and may subject Participant to further legal action.

Release and Waiver of Liability: Participant, in consideration of being permitted to participate in off-road activities at W2W Offroad Park events, hereby releases and forever holds harmless W2W Offroad Park, its agents, employees, and officers from any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with Participant's participation in off-road activities.
General Provisions:

3.1 Binding Agreement: This Release and Waiver of Liability Form shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns.
3.2 Consent to Filming: Participant consents to being filmed for commercial use by W2W Offroad Park.
3.3 Electronic Consent: By signing this form electronically, Participant and W2W Offroad Park acknowledge that they have the ability to access and retain this electronic document, and that they consent to conduct this transaction electronically. This electronic signature is considered to have the same legal force as a handwritten signature.
3.4 Date of Execution: The parties have executed this Release and Waiver of Liability Form as of the date first written below.
3.5 Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia.
3.6 Severability: If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be struck and the remaining provisions shall remain in full force and effect. The parties agree that they would have entered into this Agreement even if the invalid or unenforceable provision had been omitted.

Indemnification:

4.1 Participant Indemnification: Participant agrees to indemnify, defend, and hold harmless W2W Offroad Park, its agents, employees, officers, ambassadors, and landowner partners from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:
- 4.1.1 Participant's breach of any provision of this Agreement.
- 4.1.2 Participant's negligence or willful misconduct.
- 4.1.3 Injury or damage to any person or property caused by Participant or Participant's passengers during participation in off-road activities.
4.2 Limitations: Notwithstanding the foregoing, Participant's indemnification obligation under this Section 4 shall not exceed the amount of Participant's insurance coverage, if any, for off-road vehicle activities.

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Signed by David Peregoff
Signed On: January 30, 2025

Timestamp

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December 11, 2024 2:32 pm EDT

Where2Wheel Landowner Contract Uploaded by David Peregoff - david@where2wheel.com IP 70.160.115.168