EXHIBIT B

ARBITRATION AND RELEASE AND WAIVER OF LIABILITY AGREEMENT

PLEASE READ THIS ARBITRATION AND RELEASE AND WAIVER OF LIABILITY AGREEMENT (THIS “AGREEMENT”) COMPLETELY AND CAREFULLY BEFORE AGREEING TO THE TERMS HEREIN.  THIS AGREEMENT HAS LEGAL CONSEQUENCES AND WILL AFFECT YOUR LEGAL RIGHTS AND ABILITY TO BRING FUTURE LEGAL ACTIONS.  THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION AND A WAIVER OF YOUR RIGHT TO BRING A CLASS ACTION.  IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF AN INDIVIDUAL UNDER THE AGE OF EIGHTEEN (18) (“MINOR”), YOU ARE AGREEING TO LET THE MINOR ENGAGE IN A POTENTIALLY DANGEROUS ACTIVITY; THAT, EVEN IF THE RELEASED PARTIES USE REASONABLE CARE IN PROVIDING THIS ACTIVITY, THERE IS A CHANCE THE MINOR MAY BE SERIOUSLY INJURED OR KILLED BY PARTICIPATING IN THIS ACTIVITY BECAUSE THERE ARE CERTAIN DANGERS INHERENT IN THE ACTIVITY WHICH CANNOT BE AVOIDED OR ELIMINATED;  AND THAT YOU ARE GIVING UP THE MINOR’S RIGHT AND YOUR RIGHT TO RECOVER FROM THE RELEASED PARTIES IN A LAWSUIT FOR ANY PERSONAL INJURY, INCLUDING DEATH, TO THE MINOR OR ANY PROPERTY DAMAGE THAT RESULTS FROM THE RISKS THAT ARE A NATURAL PART OF THE ACTIVITY.  YOU HAVE THE RIGHT TO REFUSE TO ACCEPT THIS AGREEMENT, AND THE RELEASED PARTIES HAVE THE RIGHT TO REFUSE TO LET YOU OR THE MINOR PARTICIPATE IN THE ACTIVITY AT THE SOLE DISCRETION OF THE TEAM ENTITIES. IF YOU AND, AS APPLICABLE, MINOR DO NOT CONSENT AND AGREE TO ALL TERMS AND CONDITIONS SET FORTH HEREIN, YOU AND, AS APPLICABLE, MINOR SHALL NOT ENTER THE FACILITY OR, AS APPLICABLE, IMMEDIATELY LEAVE THE FACILITY.

IN CONSIDERATION of being permitted to enter and remain at Zions Bank Training Center, 14787 Academy Pkwy, Herriman, UT 84096 which includes an approximately 20,000 seat soccer stadium, including all surrounding parking areas, pedestrian plazas, entryways, and other ancillary areas (collectively, the “Facility”) for the Utah Islander vs Paragon Academy on August 31st, 2024 (the “Event”), 

I, attendee, and if I am under the age of eighteen (18) (“Minor”), my parent or legal guardian for themselves and on my behalf, on behalf of myself and my heirs, assigns, executors, administrators, next of kin, and anyone who may assert any claim on behalf of any of the foregoing (collectively, “Related Persons”), hereby acknowledge and agree as follows:

1. Acknowledgments of COVID-19 and Other Risks.  I fully understand that (a) the novel coronavirus SARS-CoV-2 and any resulting disease (together with any mutation, adaptation, or variation thereof, “COVID-19”) is an extremely contagious disease that can lead to severe illness and death, and there is an inherent danger and risk of exposure to COVID-19 in any place where people are present; (b) no precautions, including the protocols that will be implemented from time to time by Utah Soccer Stadium, LLC (“USSO”), RSL Football Holdings LLC, USSO Holding Company, LLC, USSO Holding Company II, LLC, RSL Training Academy, LLC, Utah Soccer, LLC, and RSL Academy High Properties, LLC and its affiliates, and their respective direct and indirect shareholders, members, managers, owners, subsidiaries, directors, officers, trustees, employees, beneficiaries, independent contractors, volunteers, and agents, together with the successors and assigns of each of the foregoing individuals and entities (collectively, “RSLTA Parties”) and/or third parties (including, but not limited to, federal and state governmental agencies) (collectively, the “Stadium Protocols”), can eliminate the risk of exposure to COVID-19; (c) while people of all ages and health conditions can be and have been adversely affected by COVID-19, according to public health authorities: (i) people with certain underlying medical conditions are or may be especially vulnerable, including, but not limited to, people who smoke, are solid organ or blood stem cell transplant recipients, or have cancer, cerebrovascular disease (e.g., stroke), chronic kidney disease, chronic liver disease, chronic lung diseases (e.g., moderate to severe asthma or chronic obstructive pulmonary disease), dementia or other neurological conditions, diabetes, Down syndrome, heart conditions, hemoglobin blood disorders (e.g., sickle cell disease or thalassemia), HIV infection,  immunocompromised status (weakened immune system), mental health conditions (e.g., mood disorders or schizophrenia disorders), obesity, pregnancy,  substance abuse disorders (e.g., alcohol, opioid, cocaine), and tuberculosis; and (ii) the risk of severe illness from the contraction of COVID-19 increases steadily with age, and contracting COVID-19 can result in the further transmission of COVID-19 to my spouse, family members, and other contacts; and (d) exposure to COVID-19 can result in being subject to quarantine requirements, illness, disability, other short-term and long-term health effects, and/or death, regardless of age or health condition.  I and, as applicable, Minor, fully understand and knowingly and voluntarily assume all risks related to my and, as applicable, Minor’s entry into, and presence in, the Facility, which may include an increased risk of exposure to illness (including, without limitation, COVID-19), personal injury, disability, other short-term or long-term health effects, AND/OR death, which might result from the actions, inactions, or negligence of myself, any of the Released Parties (as defined below), or any other third parties. I accept personal responsibility for any and all damages, liability, and other losses that I or any of my Related Persons may incur in connection with the foregoing risks.  
2. Release, Waiver of Liability, and Covenant Not to Sue.  

(A) On behalf of myself, Minor, and each of my Related Persons, I hereby knowingly, voluntarily, irrevocably, and forever release, waive, and discharge (and covenant not to sue), each and all of the Released Parties from (or with respect to) any and all claims, suits, causes of action, and claims for damages, whether past, present, or future, and whether known or unknown, including, but not limited to, claims arising out of or in connection with my death, personal injury, illness, disability, suffering of short-term or long-term health effects, or loss of or damage to property, which I, Minor, or any of my Related Persons may have or hereafter accrue against any of the Released Parties as a result of or that relate in any way to (i) my and/or Minor’s exposure to COVID-19; (ii) my and/or Minor’s travel to and from, entry into, or presence within, the Facility or compliance with the Stadium Protocols or any other policies or protocols applicable to the Facility; (iii) any interaction between me and/or Minor and any personnel of any of the released parties present at the stadium (including, without limitation, any ushers, ticket-takers, event security, health and safety personnel, or cleaning, concessions, or parking personnel); or (iv) any of the risks identified above in Section 1, in each case whether caused by any action, inaction, or negligence of any Released Party or otherwise.

(B)  For the purposes hereof, the “Released Parties” are: (i) USSO, RSL Football Holdings LLC, USSO Holding Company, LLC, USSO Holding Company II, LLC, RSL Training Academy, LLC, Utah Soccer, LLC, and RSL Academy High Properties, LLC; (ii) the direct and indirect owners, lessees, and sublessees of the Facility; (ii) concessionaires, merchandisers, other vendors, and all other contractors performing services at the Facility; (iv) other third parties present at or from time to time brought to the Facility (including, without limitation, medical personnel); and (v) any parents, subsidiaries, affiliated and related companies, and officers, directors, owners, members, managers, partners, employers, employees, agents, contractors, sub-contractors, insurers, representatives, successors, and/or assigns of each of the foregoing entities and persons, whether past, present, or future, and whether in their institutional or personal capacities.

1. Indemnification. I and, as applicable, Minor agree to indemnify and hold the Released Parties harmless from any actual or alleged liability, claims, demands, costs, expenses, and attorneys’ fees incurred by any of the Released Parties as a result of: (a) my, Minor’s, or any person on my and/or Minor’s behalf, including the Related Parties, assertion of any claims arising from, relating to, or in connection with activities that I have acknowledged and assumed risk and/or which is covered by the waiver and release under Section 1 and 2; and (b) all claims and amounts related to legal and other actions brought against any of the Released Parties, to the extent such claims are attributable to my negligence or willful misconduct or a violation or breach of this Agreement.
2. Governing Law.  I and, as applicable, Minor agree that this Agreement shall be governed by the laws of the State of Utah, without regard to choice- or conflict-of-law principles of any jurisdiction.
3. Arbitration Agreement.  I and, as applicable, Minor agree that any current or future dispute, claim, action, or proceeding related to, or arising out of, this agreement or my presence at the Facility (collectively, the “Claims”) shall be resolved by mandatory, confidential, final, and binding arbitration. I, on behalf of myself, Minor, and any related persons, and the Released Parties each agree that all claims shall be arbitrated on an individual basis and each waives any right to litigate any such claim in any court, whether as an individual, class, or collective claim, and waives any right to arbitrate any such claim as a class action, representative action, or class arbitration. If I, Minor, or any of my related persons, do not consent to this clause, I and, as applicable, Minor must immediately leave or not enter the Facility. This clause is governed by the Federal Arbitration Act.  Should any current or future claims arise between me and the Released Parties, I shall send a written notice describing the issue (a “Dispute Notice”) to [insert address], Attention: Legal Department. I and, as applicable, Minor and the Released Parties and/or their respective management(s) agree to make a good-faith effort to resolve the dispute confidentially for at least 30 days (the “Negotiation Period”) following receipt of the dispute notice. If I, Minor, and/or the Released Parties, and/or their respective management(s) cannot resolve the claim within the Negotiation Period, I understand that the claim shall be resolved by mandatory, confidential, final, and binding arbitration held before a neutral, single arbitrator in Salt Lake City, Utah, conducted by the Judicial Arbitration Mediation Services, Inc. (“JAMS”) in accordance with the JAMS Comprehensive Arbitration Rules and Procedures effective June 1, 2021. I agree that any and all issues relating or pertaining to arbitration or this arbitration clause, including but not limited to the threshold question of arbitrability or the enforceability or validity of this arbitration clause, shall be delegated to the arbitrator selected pursuant to this provision.
4. Class Action Waiver.  I and, as applicable, Minor agree that all claims described in Section 2 must be arbitrated on an individual basis only. By signing this Agreement, I and, as applicable, Minor hereby waive my and, as applicable, Minor’s right to commence, or be a party to, any class or collective claims against the Released Parties.
5. Likeness Rights. I and, as applicable, Minor, hereby consent to all recording, photographing, and filming of myself or, as applicable, Minor and agree that the Released Parties can use these recordings and images (collectively, “Images”) at any time and in any manner without payment to or additional consent of myself or, as applicable, Minor. I, on behalf of myself or, as applicable, Minor irrevocably grant my permission and the right to use the Images, including finished pictures, negatives, transparencies, proofs, reproductions, copies of the original prints and negatives, and digital information pertaining to myself or, as applicable, Minor, according to the terms and conditions set forth herein. I, on behalf of myself or, as applicable, Minor, irrevocably permit, authorize, and license the Released Parties to use, re-use, publish, and re-publish the Images either separately or together and either in whole or in part, and all materials created by or on behalf of the Released Parties that incorporate any of the foregoing for any purpose whatsoever, in connection with the Released Parties and their businesses, products, and services, in perpetuity throughout the world and in any medium, format, or platform now existing or hereafter created without further consent from or any royalty, payment, or other compensation to myself or, as applicable, Minor. I, on behalf of myself or as applicable, Minor specifically consent to the use of the Images with other images, text, graphics, film, audio, and audiovisual works. I, on behalf of myself or as applicable, Minor, acknowledge and agree that the Images may be altered or modified without any restrictions, whether by traditional photographic techniques or digitally, including retouching, creating composite, blurred, or distorted representations, changing color, size, shape, perspective, context, foreground, or background. I, on behalf of myself or as applicable, Minor, irrevocably transfer, assign, and otherwise convey to the Released Parties any right, title, and interest that I or Minor may have in and to the Images and all copyrights and other intellectual property rights in the Images arising in any jurisdiction throughout the world in perpetuity, including all registration, renewal, and reversion rights, and the right to sue to enforce such rights against infringers. In connection with the Images, I, on behalf of myself or, as applicable, Minor, irrevocably grant my permissions to use and exploit my or Minor’s likeness in perpetuity throughout the world without any further compensation due hereunder or otherwise.
6. Severability.  I agree that if any provision or part thereof contained in this Agreement is declared illegal, unenforceable, or ineffective, such provision or part thereof shall be modified, to the fullest extent possible, in order to achieve the intentions of the parties, and, if any such provision or part thereof cannot be so modified in order to achieve the intentions of the parties hereunder, such provision or part thereof shall be deemed severable, such that all other provisions contained in this Agreement shall remain valid and binding.
7. Term.  This Agreement is perpetual in nature and applies to all activities and events at the Facility for which I and, as applicable, Minor are present for or participate in, and all Claims arising therefrom, from the date on which I and, as applicable, Minor first consented and agreed to this Agreement.

I HAVE CAREFULLY READ AND VOLUNTARILY ACCEPT THIS AGREEMENT; I understand its terms and I am aware of its legal consequences, including that I and, as applicable, Minor are hereby giving up substantial legal rights and that by consenting and agreeing to this Agreement, I and, as applicable, Minor will not be able to sue the Released Parties if I or Minor suffer any illness, injury, or death for any reason due to the exposure of COVID-19; and I understand that it is a material inducement for my and, as applicable, Minor’s admission to and continued presence at the Stadium and that the Released Parties are relying upon it; and, I further agree that no oral representations, statements, or inducements contrary to anything contained herein have been made by any of the Released Parties

Registration of Ticket accepts terms and agreement on behalf of each Ticket holder and attendee