VISITOR ACCESS TO PREMISES AND FACILITIES TERMS AND CONDITIONS
(For VA Destination): This Visitor Access to Premises and Facilities Terms and Conditions (this “Release”) is made by the signatory to the Xelevate Tour/Visitor Access Acknowledgement and Agreement (“Visitor”) to Treetop Properties, LLC, a Virginia limited liability company (“Treetop”), and Xelevate, LLC, a Virginia limited liability company (“Xelevate” and together with Treetop, collectively “Service Provider”). Visitor desires to access the premises at 13870 Taylorstown Rd. Leesburg, VA 20176 (the“Premises”) owned by Treetop and operated by Xelevate, for the purpose of engaging in the Activity (as defined below). In consideration of being granted access by Treetop to the Premises and permitted by Xelevate to engage in the Activity, and in recognition of Treetop’s and Xelevate’s reliance hereon, Visitor agrees to all the terms and conditions set forth in this Release, including, without limitation, the acknowledgments, waivers, releases and indemnities herein.
(For NC Destination): This Visitor Access to Premises and Facilities Terms and Conditions (this “Release”) is made by the signatory to the Xelevate Tour/Visitor Access Acknowledgement and Agreement (“Visitor The City of Washington, North Carolina, the Washington-Warren Airport Authority (“OCW”), and Xelevate, LLC, a Virginia limited liability company (“Xelevate” and together with the City of Washington, NC and the Washington-Warren Airport Authority, collectively “Service Provider”). Visitor desires to access the Premises at 200 Airport Rd. Washington, NC 27889 (the “Premises”) owned by the City of Washington, NC and operated by the Washington-Warren Airport Authority and Xelevate, for the purpose of engaging in the Activity (as defined below). In consideration of being granted access by the City of Washington and the Washington-Warren Airport Authority to the Premises and permitted by Xelevate to engage in the Activity, and in recognition of the Service Provider’s reliance hereon, Visitor agrees to all the terms and conditions set forth in this Release, including, without limitation, the acknowledgments, waivers, releases and indemnities herein.
(For all Visitors Irrespective of Location):
1. Premises and Activity. Service Provider shall provide to Visitor non-exclusive access to and use of the Premises (dependent upon location visited), during the dates and times notified by Service Provider to Visitor, for the purpose of visiting Service Provider’s facilities and engaging in any related activities expressly permitted by Service Provider (the “Activity”).
2. Visitor Compliance. Visitor’s use of the Premises and/or participation in the Activity shall comply with (a) any guidelines and rules established by Service Provider, which may be updated, amended or supplemented by Service Provider in its sole discretion, and (b) all applicable law and regulations. Visitor shall be solely responsible for such compliance and for any acts or omissions of any of its representatives, agents, and/or guests that access the Premises or engage in the Activity.
3. Right to Exclude or Remove. Service Provider shall have the right to exclude or remove from the Premises and/or the Activity Visitor or any of Visitor’s representatives, agents, guests, and/or equipment in Service Provider’s sole discretion.
4. Acknowledgment of Risk. Visitor hereby acknowledges that the Activity (and accessing the Premises in connection with the Activity) is a potentially dangerous activity and involves the risk of serious injury, illness, disability, death, and/or significant property damage. Visitor further acknowledges that these risks may result from or be compounded by the actions, omissions, or negligence of Service Provider. While Service Provider has implemented measures to reduce the risk of injury, illness, disability, death and/or property damage from the Activity (and access to the Premises in connection with the Activity), Service Provider cannot guarantee that Visitor and its representatives, agents and guests will not be injured or incur property damage due to participation in the Activity or access to, presence on, or use of, the Premises. NOTWITHSTANDING THESE RISKS, VISITOR ACKNOWLEDGES THAT IT IS VOLUNTARILY PARTICIPATING IN THE ACTIVITY AND ACCESSING AND USING THE PREMISES WITH KNOWLEDGE OF THE RISKS AND DANGERS INVOLVED. VISITOR HEREBY AGREES TO ACCEPT AND ASSUME ALL RISKS OF INJURY, ILLNESS, DISABILITY, DEATH, AND/OR PROPERTY DAMAGE ARISING FROM ITS ENGAGING IN THE ACTIVITY AND ITS ACCESS TO, USE OF, AND PRESENCE ON THE PREMISES, INCLUDING SUCH RISKS TO ITS REPRESENTATIVES, AGENTS AND GUESTS, WHETHER CAUSED BY THE NEGLIGENCE OF SERVICE PROVIDER OR OTHERWISE.
5. Waiver and Release of Claims. Visitor hereby expressly waives and releases any and all claims, now known or hereafter known, against Service Provider, and its officers, directors, manager(s), employees, agents, affiliates, shareholders, members, successors, and assigns (collectively, “Releasees”), on account of injury, illness, disability, death, or property damage arising out of or attributable to Visitor’s participation in the Activity and/or access to, presence on, or use of the Premises, whether arising out of the ordinary negligence of Service Provider or any Releasees or otherwise. Visitor covenants not to make or bring any such claim against Service Provider or any other Releasee, and forever releases and discharges Service Provider and all other Releasees from liability under such claims.
6. Indemnification. Visitor shall defend, indemnify and hold harmless Service Provider and all other Releasees from and against any and all claims, demands, actions, liabilities, losses, deficiencies, damages, fines, penalties, assessments, judgments, settlements, levies, costs, expenses, interests, awards, and surcharges, including, without limitation, attorneys’ fees and the costs of enforcing any right to indemnification under this Release, arising from and/or related to: (a) injury, illness, disability, death and/or property damage resulting from any act or omission of Visitor, including without limitation Visitor’s representatives, agents and guests, or Service Provider, including without limitation the Releasees, in connection with the Activity or Visitor’s access to, presence on, or use of the Premises; and (b) Visitor’s violation of any law, rule or regulation and/or breach of any term, provision and/or obligation in this Release.
7. Confidential Information. All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, proprietary technology, information pertaining to the Activity and the Premises, information pertaining to business operations and strategies, and information pertaining to Visitors, pricing, and marketing, and the terms of this Release (collectively, “Confidential Information”), disclosed by Service Provider to Visitor, if any, whether disclosed orally or in any media, is confidential, and shall not be disclosed or copied by Visitor without the prior written consent of Service Provider. Confidential Information does not include information that is: (a) in the public domain; (b) known by Visitor at the time of disclosure; or (c) rightfully and lawfully obtained by Visitor on a non-confidential basis from a third party. Visitor agrees to (i) use Service Provider’s Confidential Information only for the purposes of accessing the Premises, engaging in the Activity and any other purpose expressly stated under this Release, and (ii) protect and safeguard the confidentiality of Service Provider’s Confidential Information with at least the same degree of care as the Visitor would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. Promptly following Service Provider’s request, Visitor shall timely return or destroy, as Service Provider shall designate, all of Service Provider’s Confidential Information in Visitor’s possession. In the event of a breach of this Section, in addition to other relief available to Service Provider, it is agreed that temporary and permanent injunctive relief shall be available to Service Provider without the necessity of proving actual damages or posting a bond to prevent any actual or threatened violation of this Section or to enforce the confidentiality obligations set forth in this Section. Service Provider shall be entitled to recover its costs of enforcement, including, without limitation, reasonable attorneys’ fees and disbursements. Visitor shall have no liability for the disclosure of any Confidential Information to the extent such disclosure is required by (A) any applicable law, rule, or regulation, (B) any validly issued subpoena or other process of law by a court of competent jurisdiction or governmental agency, or (C) any regulatory or self-regulatory authority in the course of routine supervisory examinations, inquiries or other regulatory oversight; provided, that Visitor shall, before such disclosure, notify Service Provider of such requirement so that Service Provider may seek a protective order or other remedy, and Visitor shall reasonably assist Service Provider therewith. If Visitor remains legally compelled to make such disclosure, it shall: (1) only disclose that portion of the Confidential Information that, in the written opinion of its legal counsel, Visitor is required to disclose; and (2) use best efforts to ensure that such Confidential Information is afforded confidential treatment.
8. Entire Agreement. This Release is hereby incorporated by reference into the Xelevate Tour/Visitor Access Acknowledgement and Agreement, and constitutes the sole and entire agreement of Service Provider and Visitor with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
9. Severability. If any term or provision of this Release is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Release or invalidate or render unenforceable such term or provision in any other jurisdiction.
10. Successor’s and Assigns. This Release is binding on and shall inure to the benefit of Service Provider and Visitor and each of their respective successors and assigns.
11. Governing Law. All matters arising out of or relating to this Release shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other jurisdiction). Any claim or cause of action arising under this Release may be brought only in the federal and state courts located in Alexandria, Virginia and Visitor hereby consents to the exclusive jurisdiction of such courts.
12. WAIVER OF JURY TRIAL. EACH 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 RELEASE OR THE TRANSACTIONS CONTEMPLATED HEREBY.
13. ELECTRONIC SIGNATURES. THIS RELEASE, TOGETHER WITH THE XELEVATE TOUR/VISITOR ACCESS ACKNOWLEDGMENT AND AGREEMENT, MAY BE EXECUTED BY ELECTRONIC SIGNATURE. ELECTRONIC SIGNATURES ARE DEEMED TO HAVE THE SAME LEGAL EFFECT AS DELIVERY OF AN ORIGINAL SIGNED COPY. HARD COPIES OF THIS RELASE AND THE XELEVATE TOUR/VISITOR ACCESS ACKNOWLEDGEMENT AND AGREEMENT WILL BE MADE AVAILABLE TO YOU UPON YOUR REQUEST.
14. Counterparts. This Release, together with the Xelevate Tour/Visitor Access Acknowledgment and 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.