THIS ACTIVITY WAIVER & RELEASE By checking the box when purchasing this ticket for Atlas Alliance Summit: Nashville ’24 – the person who registers agrees to becomes the “Participant” BETWEEN:(the "Participant") AND Valkyrie Ventures Group LLC of 44135 Tippecanoe Terrace, Ashburn, VA 20147, and Atlas Alliance Coaching LLC.

(collectively the "Activity Provider")

OF THE SECOND PART IN CONSIDERATION OF the covenants and agreements contained in this Agreement and other

good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this

Agreement agree as follows:

1. Being of lawful age and in consideration of being permitted to participate in the activity described below, the Participant releases and forever discharges the Activity Provider, the Activity Provider's spouse, heirs, executors, administrators, legal representatives and assigns from all manner of actions, causes of action, debts, accounts, bonds, contracts, claims and demands for or by reason of any injury to person or property, including injury resulting in the death of the Participant, which has been or may be sustained as a consequence of the

Participant's participation in the activity described below, and not withstanding that such damage, loss or injury may have been caused solely or partly by the negligence of the Activity Provider.

2. The Participant understands that the Participant would not be permitted to participate in the

activity described below unless the Participant signed this Agreement.

Details of Activity

3. Scheduled for September 5-7, 2007, the Participant will participate in the following activity:

Atlas Alliance Summit and Associated Events.

Concurrent Release

4. The Participant acknowledges that this Agreement is given with the express intention of

effecting the extinguishment of certain obligations owed to the Participant and with the

intention of binding the Participant's spouse, heirs, executors, administrators, legal

representatives and assigns.

Fitness to Participate

5. The Participant acknowledges that the Participant does not have any physical limitations,

medical ailments, physical or mental disabilities that would limit or prevent the Participant

from participating in the above mentioned activity. If required, the Participant will obtain a

medical examination and clearance.

Full and Final Settlement

6. The Participant hereby acknowledges and agrees that the Participant has carefully read this

Agreement, that the Participant fully understands the same, and that the Participant is freely

and voluntarily executing the same.

7. The Participant understands that by signing this Agreement, the Participant agrees to be forever

prevented from suing or otherwise claiming against the Activity Provider for any property

loss or personal injury that the Participant may sustain while participating in or preparing for

the above noted activity.

8. The Participant has been given the opportunity and has been encouraged to seek independent

legal advice prior to signing this Agreement.

9. This Agreement contains the entire agreement between the parties to this Agreement and the

terms of this Agreement are contractual and not a mere recital.

Governing Law

10. This Agreement will be governed by and construed in accordance with the laws of the State of Tennessee.

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT 

BETWEEN:

Valkyrie Ventures Group LLC of 44135 Tippecanoe Terrace, Ashburn, VA 20147, USA, and

Atlas Alliance Coaching LLC (collectively and individually the "Indemnitee")

 

OF THE FIRST PART

And the person who registers for Atlas Alliance Summit: Nashville ’24 by checking the box when purchasing.

(the "Indemnifier")

 

OF THE SECOND PART

BACKGROUND:

1. The Indemnitee desires protection against any personal liability, claim, suit, action, loss, or

damage that may result from the Indemnitee's participation in the Activity.

2. The Indemnifier wishes to minimize any hardship the Indemnitee might suffer as the result of

any personal liability, claim, suit, action, loss, or damage that may result from the

Indemnitee's participation in the Activity.

IN CONSIDERATION and as a condition of the Indemnifier and the Indemnitee entering into

this Agreement and other valuable consideration, the receipt and sufficiency of which

consideration is acknowledged, the Indemnifier and the Indemnitee agree as follows:

Definitions

1. The following definitions apply in the Agreement:

a. "Activity" means the following:

All Activities and Events Associated with the Atlas Alliance Summit - September

5 - 7, 2024.

b. "Expenses" means all costs incurred in the defense of any claim or action brought

against the Indemnitee including lawyers' fees.

c. "Notice of Claim" means a notice that has been provided by the Indemnitee to the

Indemnifier describing a claim or action that has or is being brought against the

Indemnitee by a Third Party.

d. "Notice of Indemnity" means a notice that has been provided by the Indemnitee to the

Indemnifier describing an amount owing under this Agreement by the Indemnifier

to the Indemnitee.

e. "Parties" means both the Indemnitee and the Indemnifier.

f. "Party" means either the Indemnitee or the Indemnifier.

g. "Third Party" means any person other than the Indemnifier and the Indemnitee.

Indemnification

2. The Indemnifier will hold harmless and indemnify the Indemnitee against any and all claims

and actions arising out of the participation of the Indemnitee in the Activity, including,

without limitation, Expenses, judgments, fines, settlements and other amounts actually

and reasonably incurred in connection with any liability, suit, action, loss, or damage

arising or resulting from the Indemnitee's participation in the Activity, subject to the

limits on indemnification described in the section titled Exceptions to Indemnification.

Where prohibited by law, the above indemnification does not include indemnification of

the Indemnitee against a claim caused by the negligence or fault of the Indemnitee, its

agent or employee, or any third party under the control or supervision of the Indemnitee,

other than the Indemnifier or its agent, employee or subcontractor.

3. In the case of a criminal proceeding, the Indemnifier will indemnify the Indemnitee against

all amounts including, without limitation, Expenses, judgments, fines, settlements, and

other amounts actually and reasonably incurred by the Indemnitee subject to the limits on

indemnification described in the section titled Exceptions to Indemnification.

Exceptions to Indemnification

4. The Indemnitee will not be entitled to indemnification from the Indemnifier for any

Expenses, judgments, fines, settlements and other amounts incurred as the result of the

Indemnitee's participation in the Activity where:

a. in the case of a civil claim, the Indemnitee did not act in good faith and in a

reasonable manner;

b. in the case of a criminal action, the Indemnitee had reasonable cause to believe its

conduct was unlawful;

c. the actions or conduct of the Indemnitee constituted willful misconduct or was

knowingly fraudulent or deliberately dishonest;

d. the Indemnitee will or has received payment under a valid and collectible insurance

policy or under a valid and enforceable indemnity clause, bylaw or agreement,

except where payment under this insurance policy, clause, bylaw or agreement is

not sufficient to fully indemnify the Indemnitee in which case the Indemnifier will

be responsible for any shortfall in payment received; or

e. an action or proceeding was initiated in whole or in part by the Indemnitee whether

alone or along with one or more other claimants unless the action or proceeding

has the written consent of the Indemnifier.

5. If one Indemnitee is not entitled to indemnification under this section then all Indemnitees

are not entitled to indemnification.

Notice of Claim

6. In the event of any claim or action, the Indemnitee will promptly provide the Indemnifier

with written notice of the claim or action and will notify the Indemnifier within five

business days of the commencement of any legal proceedings relating to the claim or

action. The Indemnitee will provide the Indemnifier with all available information known

to the Indemnitee relating to the claim or action.

Authorization of Indemnification

7. In any case where the Indemnitee requires indemnification, the Indemnifier will make the

determination of whether indemnification is appropriate having given consideration to

the terms described in the Exceptions to Indemnification section. If the Indemnitee

disagrees with the determination of the Indemnifier then the matter must be referred for

review and determination to independent legal counsel reasonably satisfactory to the

Indemnitee. In all cases the Indemnifier will bear all costs of any independent

determination.

8. The Indemnifier will bear the burden of proving that indemnification is not appropriate.

9. The termination of any claim or action by judgment, order, settlement, conviction or upon an

admission of guilt or its equivalent will not, of itself, create a presumption that the person

did not act in good faith and in a reasonable manner or, in the case of a criminal action,

that the Indemnitee had reasonable cause to believe that the Indemnitee's conduct was

unlawful.

Assumption of Defense

10. On being notified of any impending action or claim, the Indemnifier may, at its own

Expense, participate in the defense of any action or claim and may, alone or with any

other indemnifying party, assume the defense against the action or claim using counsel

that are reasonably satisfactory to the Indemnitee.

11. Once the Indemnifier has notified the Indemnitee of the intention to assume the defense, the

Indemnifier will no longer be liable to the Indemnitee for any further Expenses

subsequently incurred by the Indemnitee in relation to the defense of the claim. Once the

Indemnifier provides notice to the Indemnitee that the defense of claim has been assumed

by the Indemnifier, the Indemnitee may employ or continue to employ its own legal

counsel however any fees or Expenses incurred by the Indemnitee subsequent to the

notice of assumption of defense by the Indemnifier will be the sole responsibility of the

Indemnitee.

Failure to Defend

12. If the Indemnifier elects not to assume the defense against the claim or action then the

Indemnitee may defend against the claim or action in any manner the Indemnitee deems

appropriate. The Indemnifier will promptly reimburse the Indemnitee for Expenses,

judgments, fines, settlements and any other amounts actually and reasonably incurred in

connection with the defense of the claim or action subject to the limits on indemnification

described in the section titled Exceptions to Indemnification.

Settlement and Consent of Indemnifier

13. The Indemnitee will not settle any claim or action without first obtaining the written consent

of the Indemnifier. The Indemnifier will not be liable for any amounts paid in settlement

of any claim or action where written consent of the Indemnifier was not first obtained.

The Indemnifier will not unreasonably withhold consent to any settlement.

Settlement and Consent of Indemnitee

14. The Indemnifier will not settle any claim or action without first obtaining the written consent

of the Indemnitee. The Indemnitee will not unreasonably withhold consent to any

settlement.

Cooperation

15. The Indemnifier agrees to cooperate in good faith and use best efforts to ensure that the

Indemnitee is indemnified and reimbursed for any and all Expenses, judgments, fines,

settlements and other amounts actually and reasonably incurred in connection with the

defense of any claim or action resulting from the participation of the Indemnitee in the

Activity.

16. The Indemnitee agrees to cooperate in good faith and provide any and all information within

the Indemnitee's power as required for the defense of any claim or action and also to

provide any and all information within the Indemnitee's power as required to help in a

determination of indemnification as described under the Authorization of Indemnification

section.

Expenses

17. No costs, charges or Expenses for which indemnity will be sought under this Agreement may

be incurred without the Indemnifier's written consent. Any required consent must not be

unreasonably withheld.

18. All reasonable Expenses incurred by the Indemnitee to enforce this Agreement, and all costs

of defending any Third Party claims or actions brought against the Indemnitee under this

Agreement will be the sole responsibility of the Indemnifier subject to the limits on

indemnification described in the section titled Exceptions to Indemnification.

Advances of Expenses

19. At the written request of the Indemnitee, the Indemnifier will advance to the Indemnitee any

Expenses, including lawyers' fees, incurred by the Indemnitee in defending any action

brought against the Indemnitee. Where reasonable, and to minimize hardship to the

Indemnitee, advance payments may be made prior to the disposition of any claim.

20. The Indemnitee agrees to repay to the Indemnifier any advance payments of Expenses where

a determination is ultimately made that the Indemnitee is not entitled to indemnification

for reasons described under the Indemnification and the Exceptions to Indemnification

sections.

Payment

21. All payments made by the Indemnifier to the Indemnitee will be made in full in immediately

available funds within sixty days of receipt of Notice of Indemnity from the Indemnitee

and without deduction for any counterclaim, defense, recoupment, or set-off.

22. Any Notice of Indemnity sent by the Indemnitee to the Indemnifier must be made in writing

and contain a full listing of the items to be covered in the payment. Any payment made

by the Indemnifier to the Indemnitee will contain a listing of items covered under the

payment.

Enforcement

23. If any right or remedy claimed by the Indemnitee under this Agreement is denied or is not

paid by the Indemnifier, or on its behalf, within sixty days after a written Notice of

Indemnity has been submitted by the Indemnitee to the Indemnifier, the Indemnitee may

then bring suit against the Indemnifier to recover any unpaid amounts and if successful in

whole or in part, the Indemnitee will be entitled to be paid any and all costs related to

resolving the claim.

24. Where a determination as described under Authorization of Indemnification concludes that

the Indemnitee's behavior is not entitled to indemnification, this will not create a

presumption that the Indemnitee is not entitled to indemnification under this Agreement.

Insurance

25. The Indemnifier must take out and maintain insurance coverage with an insurer reasonably

acceptable to the Indemnitee on terms reasonable and sufficient to indemnify the

participation of the Indemnitee in the Activity.

26. If the Indemnifier fails to maintain adequate liability insurance, the Indemnitee may take out

insurance and charge all costs to the Indemnifier.

Duration

27. The rights and obligations of the Indemnitee and the Indemnifier under this Agreement will

continue:

a. so long as the Indemnitee is or will be subject to any possible claim or threatened,

pending or completed action, suit or proceeding, whether civil, criminal,

arbitrational, administrative or investigative that results from the participation of

the Indemnitee in the Activity; or

b. until terminated by an agreement in writing signed by both the Indemnifier and the

Indemnitee.

Unlimited Indemnification

28. Under this Agreement, indemnification will be unlimited as to amount.

Full Release

29. Only payment and satisfaction in full of all amounts and charges payable under this

Agreement and the due performance and observance of all terms, covenants and

conditions of this Agreement will release the Indemnifier and the Indemnitee of their

obligations under this Agreement.

Further Action

30. No action or proceeding brought or instituted under this Agreement and no recovery from

that action or proceeding will be a bar or defense to any further action or proceeding

which may be brought under this Agreement by reason of any further failure in the

performance and observance of the terms, covenants and conditions of this Agreement.

Subrogation

31. In the event that any indemnity payment is made under this Agreement, the Indemnifier will

be subrogated to the extent of this payment to all of the rights of recovery of the

Indemnitee. The Indemnitee will take all action required and provide all information

necessary to secure these rights and to fully enable the Indemnifier to take any action to

enforce these rights in the recovery of the indemnity payment.

Amendments

32. This Agreement may only be amended, terminated or cancelled by an instrument in writing,

signed by both the Indemnifier and the Indemnitee.

Assignment of Indemnifier Rights and Obligations

33. The rights and obligations of the Indemnifier as existing under this Agreement may not be

assigned, in whole or in part, without the prior written consent of the Indemnitee.

Assignment of Indemnitee Rights and Obligations

34. The rights and obligations of the Indemnitee as existing under this Agreement may not be

assigned, either in whole or in part, without the prior written consent of the Indemnifier.

Notices

35. Any notices or deliveries required in the performance of this Agreement will be deemed

completed when hand-delivered, delivered by agent, or seven days after being placed in

the post, postage prepaid, to the Parties to this Agreement at the addresses contained in

this Agreement or as the Parties may later designate in writing.

Governing Law

36. This Agreement will be governed by and construed in accordance with the laws of the State

of Tennessee.

Jurisdiction

37. The courts of the State of Tennessee are to have jurisdiction to decide and settle any dispute

or claim arising out of or in connection with this Agreement.

General Provisions

38. This Agreement contains all terms and conditions agreed to by the Indemnifier and the

Indemnitee. Statements or representations which may have been made by either Party in

the negotiation stages of this Agreement may in some way be inconsistent with this final

written Agreement. All such statements are declared to be of no value to either Party.

Only the written terms of this Agreement will bind the Parties.

39. Any failure of either Party to enforce any of the terms, covenants and conditions in this

Agreement does not infer or permit a further waiver of that or any other right or benefit

under this Agreement. A waiver by one Party of any right or benefit provided in this

Agreement does not infer or permit a further waiver of that right or benefit, nor does it

infer or permit a waiver of any other right or benefit provided in this Agreement.

40. This Agreement will pass to the benefit of and be binding upon the Parties' respective heirs,

executors, administrators, successors, and permitted assigns.

41. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be

read and construed independently of each other. If any part of this Agreement is held to

be invalid, this invalidity will not affect the operation of any other part of this Agreement.

42. All of the rights, remedies and benefits provided in this Agreement will be cumulative and

will not be exclusive of any other such rights, remedies and benefits allowed by law or

equity that the Parties may have now or may acquire in the future.

43. Time is of the essence in this Agreement.

44. This Agreement may be executed in any number of counterparts, each of which will be

deemed to be an original and all of which together will be deemed to be one and the same

instrument.

45. Headings are inserted for the convenience of the Parties only and will not be considered

when interpreting this Agreement. Words in the singular mean and include the plural and

vice versa. Words in the masculine gender include the feminine gender and vice versa.

Words in the neuter gender include the masculine gender and the feminine gender and

vice versa.