LIABILITY WAIVER AND RELEASE AGREEMENT

This Liability Waiver and Release Agreement (this “Agreement”) is entered into as of the date set forth on the signature page below (the “Effective Date”), by and between Noble Oak LLC d/b/a NJ Crane Expert and its parent, subsidiaries, licensors, and affiliates and their respective owners, members, directors, officers, contractors, vendors, service providers, personnel, property owners, agents and employees, agents, sponsors, organizers and event holders (collectively, the “Company”) and the undersigned participant (the “Participant”), individually each “Party” and collectively the “Parties,” in consideration of enrollment and participating in activities and events held in conjunction with Participant’s enrollment and participation in each and every class, course, seminar, program, and/or similar event (collectively, the “Courses) conducted by the Company.

1.              Acknowledgement and Assumption of Risk. Participant acknowledges that some of the Courses involve operation of heavy equipment and that operating heavy equipment can be an extreme test of a person’s physical and mental limits and carries with it the potential for injury, bodily harm, disfigurement, fractures, partial or total paralysis, other ailments that could cause serious disability and death. The risks include, but are not limited to, those caused by terrain, facilities, temperature, weather, participant’s physical conditioning-including hydration, the condition of other participants, equipment, motorized vehicles, vehicular traffic and the actions of third parties including, but not limited to participants, volunteers, contractors, vendors and/or personnel. Participant accepts and assumes full responsibility and liability for the risks, conditions and hazards which may arise or occur during Participant’s participation in the Courses, whether they are known or unknown at the time Participant signs this Agreement.

2.              Release of Liability, Indemnification; Acknowledgment of Risk. To the fullest extent permitted under applicable laws, rules, and regulations, Participant hereby forever waives, releases, discharges, protects, indemnifies and holds harmless Company, on behalf of Participant and Participant’s executors, administrators, heirs, next of kin, successors and assigns, Company from any and all liability for Participant’s death, disability, bodily harm, personal injury, property damage, property theft, lost income or any other losses, costs or actions of any kind whatsoever, which hereafter may directly or indirectly accrue to Participant by virtue of Participant’s enrollment, attendance or participation in the Courses, Participant’s travel to or from any activity or event at or related to the Courses, due to the negligence, carelessness or recklessness of Company or due to any dangerous or defective equipment or property that is owned or that is negligently, carelessly or recklessly maintained, operated or controlled by Company. Participant hereby agrees to indemnify and hold the Releasees harmless from and against any and all liability, loss, damage or injury as well as all costs and expenses (including attorneys’ fees and costs of any suit related thereto), suffered or incurred by Releasees, to the extent arising from any of Participant’s actions whatsoever whether now or in the future, including but not limited to negligent, intentional or reckless misconduct, acts or omissions.

Participant understands that there are inherent hazardous risks associated with the operation of heavy equipment and machinery which could include serious injury, bodily harm and/or death, and Participant freely assumes the risk of any and all injuries that Participant may sustain while using the provided equipment and facilities. Participant hereby represents that Participant will agree to wear any safety attire which satisfies the requirements of Company’s safety standards and Occupation Safety and Health Administration (OSHA) regulations. Participant further assumes all responsibility of liability of the selection of such safety attire, whether provided by Company or not. Participant has no physical or medical condition which, to Participant’s knowledge, would endanger Participant or others if Participant participates in an equipment operating event or which would interfere with Participant’s ability to participate in said event. Participant agrees to any examination to determine Participant’s overall fitness to participate in the Courses, including but not limited to exams for alertness, sobriety and vision.

3.              Medical Treatment. In the event of an injury, accident or illness, Participant hereby consents to receive medical treatment which may be considered necessary or advisable in the judgment of licensed physician or medically trained personnel. Participant understands that he or she will need to have his or her own insurance coverage in case of any injuries.

4.              Use of Likeness. Participant grants full permission to Company the right of publicity to own and use any image, videotape, or recording collected by Participant while participating in the Courses.

5.              Cost of Repair. The Company may repair, at Participant’s expense, all damages to the heavy equipment and facilities provided by the Company and caused by Participant, and Participant agrees to pay the Company on demand any amounts expended.

6.              Cancellation Terms. Participant agrees and acknowledges that the fees for the Courses are due upfront to the Company and non-refundable. Payment being received is at the satisfaction of Company only. If Participant is unable to attend any of the Courses, Participant will be permitted to reschedule to a later date only if Participant submits a request to Company, in writing, more than two (2) weeks before the scheduled course. In no event will Participant be permitted to reschedule upon less than two (2) weeks notice.

7.              Enforcement of Agreement. Should any of the Releasees, or anyone acting on their behalf, be required to incur attorneys’ fees and costs to enforce this Agreement, Participant agrees to pay for those costs and Participant further agrees to indemnify and hold the Releasees and their agents, employees, owners and assigns harmless for all such fees and costs.

7.1.         Governing Law. This Agreement, including any rights, remedies or obligations provided for hereunder, shall be governed by the laws of the State of New Jersey and construed and enforced in accordance with the laws of that state. Jurisdiction and venue shall be solely within New Jersey and any arbitration, action, suit or litigation shall be exclusively brought therein.

7.2.         Mandatory Arbitration. All disputes between Company and Advisor will be subject to mandatory, final and binding arbitration administered under the rules of the Judicial Mediationand Arbitration Services (JAMS) or other arbitration service mutually agreed upon by the parties. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. The process and procedures of the arbitration proceedings shall be governed by the Streamlined Arbitration Rules and Procedures. Each Party will pay its own fees, costs and expenses, including attorneys' fees at all levels, and will equally share the arbitrator's fees and administrative fees of arbitration.

7.3.         Class Action Waiver. Any proceeding to resolve or adjudicate any dispute in any forum will be conducted solely on an individual basis. Neither Participant nor Company will seek to have any dispute heard as a class action or in any other proceeding in which either Party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person's account, if we are a party to the proceeding. YOU EXPRESSLY AGREE THAT YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST COMPANY INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.

9.              Force Majeure. In the event that Company is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any act of God, fire, casualty, flood, tornado, war, strike, lockout, injunction or any act, exercise, or requirement of any governmental authority or court of competent jurisdiction, epidemic, pandemic, or by the action of any governmental regulatory agency with the authority to take such action, and if Company will have used commercially reasonable efforts to avoid such occurrence and minimize its duration and has given prompt written notice to Participant, then Company’s failure to perform will be excused and the time for performance will be extended for the period of delay or inability to perform due to the occurrence. To the extent possible, Company shall use diligent efforts to end the failure or delay and ensure the effects of such related thereto are minimized and shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

10.           Right to Independent Counsel; Knowing and Voluntary Assent. The Parties acknowledge that they have had the opportunity for representation in the negotiations for, and in the performance of, this Agreement by counsel of their choice and that they have read this Agreement and/or have had it fully explained to them by their counsel and that they are fully aware of the contents of this Agreement and its legal effect. The Parties further acknowledge that this Agreement is executed voluntarily by each of them, without any duress or undue influence on the part of, or on behalf of any of them.

11.           Notices. All notices, requests, consents, demands, or other communications sent to a Party hereunder must be in writing and shall be (i) personally delivered, (ii) sent by electronic mail, or (iii) sent by overnight carrier with a delivery receipt obtained, to such Party at the following applicable addresses:

To Company: Noble Oak, LLC d/b/a NJ Crane Expert 121 Locktown Flemington Rd Flemington, New Jersey 08822
To Participant: See registration information provided during registration process.

Notice shall be deemed given upon dispatch of notice or refusal to accept delivery. Inability to deliver because of Participant’s failure to provide contact information, change of contact information, or incorrect contact information will be deemed a waiver of this notice provision by Participant and notice will be deemed effective as of the date Company enters the notice into its own records; to the extent possible, Company shall make a reasonable attempt to dispatch notice to Participant at any other known address in Company’s records, if any.

12.           Representations. Each party represents to the other that it has full authority to enter into and be bound by this Agreement, and that this Agreement does not contravene (i) any other agreement to which it is a party or (ii) applicable law, rule, regulation, order or ordinance.

13.           Integration. This Agreement contains the entire understanding between the Parties and supersedes any prior understandings and/or written or oral agreements among them regarding the subject matter of this Agreement.

14.           Entire Agreement. This Agreement constitutes a single, integrated, written contract expressing the entire understanding and agreement between the Parties, and the terms of the Agreement are contractual and not merely recitals. No other agreement, written or oral, expressed or implied, exists between the parties with respect to the subject matter of this Agreement, and the Parties represent that no promise, inducement or other agreement not expressly contained in this Agreement has been made conferring any benefit upon them.

15.           Construction of Agreement. This Agreement shall be construed as a whole according to its fair meaning and as if the Parties jointly prepared it. Any uncertainty or ambiguity in the Agreement shall not be strictly interpreted or construed against any Party.

16.           Severability. If any provision of the Agreement or the application thereof is held invalid by a court, arbitrator, or government agency of competent jurisdiction, the Parties agree that such a determination of invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions and thus shall remain in full force and effect or application.

17.           Assignment Prohibited. This Agreement may not be assigned by either Party without the prior written consent of the other Party.

18.           Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties and their respective successors, assigns, administrative agents, heirs and estate, as the case may be. No party may assign its rights and obligations under this Agreement to any third party without the prior consent of the other parties hereto; provided, that the Company may assign its rights hereunder to creditors or lenders without the prior consent of Participant.

19.           Final and Binding Agreement. The Parties acknowledge that this Agreement is a full and final accord and satisfaction and shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, agents, representatives, successors, and assigns.

20.           Waiver. No provision of this contract may be waived, except by a written agreement duly executed and dated by or on behalf Company and Participant. A waiver of any term or provision must not be construed as a waiver of any other term or provision or as a continuing waiver.

21.           No Oral Modification. This Agreement shall not be altered, amended, or modified by oral representation made before or after the execution of this Agreement. All modifications must be in writing and duly executed by all Parties.

22.           Gender. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

23.           Titles/Headings. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

24.           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 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