Participation Agreement

ELEVATE NURSING LLC PARTICIPATION AGREEMENT AND RELEASE OF LIABILITY

Last Updated: January 7, 2024

This Participation Agreement (“Participation Agreement”) governs your participation in any Elevate Nursing LLC Events.  These terms are a binding legal agreement between you, a holder of a Reservation for an Event (“you,” “your”) and Elevate Nursing LLC, NurseCon LLC, and Nurse Blake LLC (“Elevate Nursing,” “we,” “us,” “our”).  Please read these terms carefully, as they include a release of liability, a media release, and a mandatory arbitration and class action waiver provision.  Note also that we seek to provide only education and entertainment programming. Nothing on our Website or Events should be construed as providing medical advice or the establishment of a medical patient privilege. If you do not agree to these terms, you may not participate in any Elevate Nursing Events.

  1. Definitions
    1. A. Event means any of the events organized and executed by “us” including those listed on Nurseconevents. 
    2. B. Reservation means your reservation or ticket to participate in an Event, as purchased from or provided by “us”, and not from any third party.
    3. C. Conference Facility means any type of venue or facility where we may choose to host an Event.

  2. Eligibility; Applicability

By agreeing to this Participation Agreement, you represent to us that you are over the age of 18 (or the age of majority in your jurisdiction, whichever is older) and that you are fully able and competent to enter into this Participation Agreement.  

This Participation Agreement applies to all participants in any Elevate Nursing Event, including paid attendees, complimentary guests, and Event staff. If you made a Reservation on behalf of another person,

all references to “you” throughout this Participation Agreement will include that person,
you represent that you are authorized to accept this Participation Agreement on that person’s behalf, and
in the event you or the person whose name is on the Reservation violate this Participation Agreement, such person agrees to be responsible to us.

In agreeing to this Participation Agreement, you declare under penalty of perjury that you are doing so only for yourself and/or on behalf of persons for whom you have authority to execute. In the event that you agree to this Participation Agreement on behalf of another person, and in the event that the other person brings a claim against Released Parties, you AGREE TO DEFEND, INDEMNIFY, and HOLD HARMLESS Released Parties with respect to that claim, as set forth herein.

  1. Changes to Terms

We may update or otherwise modify this Participation Agreement from time to time. If we make material changes, we will notify you using the contact information you provided to us for your Reservation. If you do not agree to the updated Participation Agreement, you must notify customer service within five (5) days of us providing notice or else we will deem you to have accepted the updated Participation Agreement. It is your responsibility to keep your contact information up to date; please notify us of any changes to your contact information.       

Please note that Hotel Terms, CDC guidelines, and other health, safety, and travel rules and advisories may change prior to the Event.  These terms and any changes are not within our control, and it is your responsibility to remain aware of and comply with them. See also Section 9 below regarding Health and Safety.

  1. NurseCon Events

Elevate Nursing provides certain educational or entertainment programming services as described on the Event website, in Event-related material we provide directly to you, or as specifically disclosed via branding or signage during the Event. Elevate Nursing, and not the Conference Facility or other entities we engage with for the Event, is solely responsible for these components. Neither the Conference Facility nor any other entities we engage with for the Event shall have any responsibility for our programming. 

  1. Travel

    A. You are responsible for reviewing and complying with any travel advisories, restrictions, or document requirements related to travel to the United States, and for travel to the specific location(s) of the Event. If you are denied travel or otherwise prohibited from participating in the Event by us, or authorities due to a lack of proper travel documentation, your Reservation will be canceled without a refund.

    B. It is your responsibility to obtain appropriate insurance coverage in connection with your Reservation and participation in any Event if you so choose.  Travel insurance can be a cost-effective way to mitigate costs incurred by you if your plans or ability to participate change.

  2. Your Reservation

    A. The cost of your Reservation does not include any incidental items related to your participation in the Event, including travel to and from the Event; food, beverages, or other items, fees, or taxes not specifically disclosed to you by us or the Conference Facility or other entities we engage with for the Event. 

    B. Event Reservations are issued to and only for use by the individual named on such Reservation and are not transferable.

    C. No Refunds.  Event Reservations are strictly nonrefundable.  If you cancel your Reservation or choose not to participate in the Event for any reason, you will not be entitled to any refunds, credits or value of any kind from Elevate Nursing, and we will reserve the right to resell your Reservation and reassign any associated add-ons to a new participant without any compensation to you.

    D. Cancellation or Postponement.  Elevate Nursing, the Conference Facility, or other entities we engage with for the Event reserves the right to cancel or postpone the Event and/or any individual Reservation(s) at any time for any reason. Elevate Nursing will NOT issue refunds for Events and/or Reservations that are canceled or postponed by us, the Conference Facility, or other entities we engage with for the Event.  If you are subject to a canceled or postponed Event and/or Reservation, we will issue you a credit (equal to the amount you paid for your Reservation) which you may apply to future Elevate Nursing purchases or Events.  These credits will expire three (3) years from the date of issue.

  3. Payment Plans
Elevate Nursing LLC Events payment plans may be offered to assist you with the cost of Reservations. Terms of payment shall be displayed and agreed upon during the Reservation process. Failure to make a scheduled payment within 45 days of due date will result in immediate revocation and cancellation of Reservation without refund. Elevate Nursing LLC Events shall then have the right to resell such Reservation and/or accommodation, with the original payment therefor converting in its entirety to an administrative fee.  All Reservations MUST be paid in full no later than 60 days prior to Event start date.  Reservations that are past due within 60 days of Event start date will be cancelled without refund.  If Participant is paying for an Event via a payment plan, and any given payment, charge, debit or other payment is declined, charged back, or returned with not sufficient funds, such Participant’s account will be subject to a $50.00 administrative late payment fee for each occurrence.  In the event of imposition of such fee, subsequent payments received will be applied first to cover the fee, and then the remaining amount of the payment will be applied to the Reservation balance.
 
Participant authorizes Elevate Nursing LLC Events to charge the credit/debit card indicated, or to debit directly from the bank account indicated. If any given due payment falls on a weekend or holiday and cannot therefore be processed by Elevate Nursing LLC Events or its bank or credit card vendor(s), Participant understands, agrees and consents that any given payment may be executed on the next business day.  This authorization will remain active and in effect until and unless Participant cancels it in writing.  Participant agrees to notify Elevate Nursing LLC Events of any changes in Participant’s account information or of termination of this authorization at least 15 days prior to the next charging/debit date.  Participant certifies that s/he is an authorized user of the billing method which s/he has chosen, and that s/he will not dispute the scheduled payments provided that the transactions correspond to the terms to which s/he has agreed.  Participant is aware that there is a $50.00 administrative fee for returned, bounced or disputed charges, and that all fees charged or processed by Elevate Nursing LLC Events and/or paid to Elevate Nursing LLC Events for Participant’s Reservation are strictly nonrefundable.
 
Elevate Nursing LLC Events will not split financial responsibility among multiple Participants.
  1. Educational Programming

We may choose to provide educational programming during Events that may be eligible for continuing nursing education (CNE) credits. This programming will be described on the Event website and is included in the cost of your Reservation. We reserve the right to modify or discontinue this programming at any time, for any reason.  Changes to educational programming will be posted on the Event website.  You are responsible for completing any necessary actions to ensure you receive CNE credit(s) for any educational programming we provide.

  1. Health & Safety

    A. Special Needs.  If you have mobility, communication, or other impairments, or other special, dietary, or medical needs that may require medical care or special accommodations during the Event, including but not limited to the use of any service animal, you must notify us and the Conference Facility, other entities we engage with for the Event of these needs or conditions at the time of making your Reservation(s).

    B. COVID-19.  If you attend an Event, it is your responsibility to first review and comply with any Covid-19 guidelines of the Conference Facility where we may host an Event.

    C. General Health and Safety. If you attend an Event, it is also your responsibility to review and comply with the latest health and safety guidelines of any Conference Facility where we may host an Event. 
    1. Assumption of Risk & Release

      A. VOLUNTARY PARTICIPATION AGREEMENT AND ASSUMPTION OF RISK. You acknowledge and agree that your participation in any Event is voluntary.  You further acknowledge, understand, and agree that there are inherent and other hazards and risks associated with your participation in the Event, any optional activities in which you choose to engage, travel associated with the Event, and that you solely and voluntarily assume all risks, regardless of severity and regardless of whether or not caused by our alleged or actual negligence, including the risks of loss, property damage, communicable disease, bodily injury, and/or death. 

      B. RELEASE OF LIABILITY. In consideration for your participation in the Event, you hereby WAIVE ANY AND ALL CLAIMS AGAINST RELEASED PARTIES AND RELEASE, HOLD HARMLESS, DISCHARGE, INDEMNIFY, AND AGREE NEVER TO SUE Elevate Nursing and its affiliates, and each of their respective agents, employees, officers, directors, contractors, sponsors, and any third parties acting on their behalf (collectively, the “Released Parties”) from any and all claims, actions, damages, liabilities, costs or expenses (including attorney fees) which are related to, arise in whole or in part from, or are in any way connected to your participation in the Event, whether or not such claims, actions, damages, liabilities, costs or expenses are caused by the alleged or actual negligence of the Released Parties, breach of any contract and/or express or implied warranty, breach of any statutory or other duty of care, or by the infringement or violation of any right. You understand that negligence includes the actual or alleged failure of any Released Party to take reasonable steps to safeguard or protect against the risks, dangers, and hazards of the Event and related activities. This release shall be effective and binding upon you, your heirs, agents, executors, estate, personal representatives and assigns.

    2. Media Release

      A. Recording at Events. The Conference Facility and other locations maybe thoroughly monitored by cameras which may be recording at all times.  In addition, our staff or contractors will be taking still photographs and video during the Event. If you are not comfortable with being recorded during the Event, do not make a Reservation for or participate in the Event.

      B. Media Release. In consideration for your participation in the Event, you hereby grant to us and to our affiliates, assignees, and licensees, the exclusive right throughout the universe and in perpetuity to use and include photographic, video, audio and other visual or audio portrayals of you taken during or in connection with any Event (including your name, image, likeness and voice) in any medium of any nature whatsoever (including the right to edit, combine with other materials or create any type of derivative thereof) for the purpose of trade, advertising, sales, publicity, promotional, training or otherwise, without compensation to you. This grant includes the unrestricted right to copy, revise, distribute, display, and sell photographs, images, films, tapes, drawings or recordings in any type of media (including but not limited to the Internet). You hereby agree that all rights, title, and interest in such materials (including all worldwide copyrights therein) shall be our sole property, free from any claims by you or any third party.

      C. Permission to Use Media from Events. You hereby agree that any recording (whether audio or video or otherwise) or photograph taken of the Event or of you, other guests, Blake Lynch, Conference Facility staff, or third parties in connection with the Event or depicting Elevate Nursing, LLC, NurseCon LLC or Nurse Blake LLC branding shall not be used by you, or provided by you for any other person or entity’s use, for any commercial purpose, in any media broadcast or for any other nonprivate use, without our express prior written consent, which we may grant or withhold in our sole discretion. We reserve the right to take any reasonable measure to enforce this provision.

      1. Additional Terms & Policies

        A. Additional Elevate Nursing You acknowledge and agree that by accepting this Participation Agreement, you have read, understood, and will comply with all other terms provided to you by us related to the Event, including our Privacy Policy, our website Terms of Use, our Code of Conduct, and our Refund Policy (collectively, the “Additional Terms”).  Such Additional Terms are hereby incorporated into and form a critical part of this Participation Agreement.

        B. Your Compliance.  You represent and warrant to us that you will at all times comply with this Participation Agreement; the Additional Terms; all applicable laws, rules, and regulations; and the Conference Facility or other entities we engage with for the Event Terms.

        1. Your Conduct

        You agree to abide by our Code of Conduct at all times during your participation in and in connection with the Event.

        1. Disclaimer & Limitation of Liability

        ELEVATE NURSING EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR PERSONAL INJURY, PROPERTY DAMAGE, LOSS, DELAY, INCONVENIENCE, OR OTHER MATTERS DUE TO ACTUAL OR ALLEGED NEGLIGENCE, WRONGFUL ACTS, ERRORS, OR OMISSIONS ON THE PARTY OF ANY THIRD PARTY, OR ANY SUPPLIER OF GOODS OR OF AGENTS SELECTED BY YOU. 

        ELEVATE NURSING SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, GUARANTEES, CONDITIONS, ASSURANCES OR OTHER TERMS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE WITH RESPECT TO THE EVENT AND THE SERVICES SPECIFICALLY PROVIDED BY ELEVATE NURSING, AND ANY REPRESENTATIONS THAT THE EVENT OR THE SECURITY MEASURES FOR THE EVENT WILL BE FREE FROM DEFECTS, OPERATE OR BE FULFILLED WITHOUT ISSUE OR DELAYS, OR THAT THERE WILL BE NO CIRCUMVENTION OF THE EVENT’S SECURITY MEASURES. 

        ELEVATE NURSING WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OF DATA, OR LOSS OF OTHER INTANGIBLES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE RELEASED PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL ELEVATE NURSING BE LIABLE FOR ANY CLAIM, LOSS, COST, EXPENSE, OR DAMAGE WHATSOEVER TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, IN AN AMOUNT EXCEEDING THE SUM OF THE FEES ACTUALLY PAID TO PARTICIPATE IN THE EVENT. 

        1. Indemnification

        You agree that you will be liable for and defend and indemnify us against any civil liability, fines, penalties, costs, or expenses incurred by or imposed on us arising from or related to your conduct during or in connection with the Event or your failure to comply with this Participation Agreement, including any personal injury, death, or damage to persons or property caused directly or indirectly, in whole or in part, by any alleged or actual willful, reckless, wrongful, grossly negligent, or negligent act or omission by you. With respect to yourself and any participant on whose behalf you agree to this Agreement, you agree that if you or that participant, your heir, your estate, or your legal representative files a claim or a lawsuit arising out of your or that participant’s participation in the Event or travel or related to this Participation Agreement, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS Released Parties for any and all damages, attorney’s fees, and costs arising out of such a claim or a lawsuit.  

        1. Arbitration Agreement & Class Action Waiver

          PLEASE READ THIS SECTION CAREFULLY: IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH ELEVATE NURSING AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. 

        A. Agreement to Arbitrate. Unless you opt out of the arbitration agreement contained in this Section 16 (the “Arbitration Agreement”), you and Elevate Nursing each agree that, except for any Excluded Claims (as defined below), any dispute, claim or controversy between you and any person under your Reservation, on the one hand, and Elevate Nursing, on the other hand, arising out of or relating to the Event or this Participation Agreement (collectively, “Arbitrable Claims”) will be resolved as set forth in this Arbitration Agreement. “Excluded Claims” means (1) individual claims brought in small claims court (if your claims qualify), (2) claims in which either party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property by the other party, and (3) claims that, as a matter of applicable law, cannot be made subject to arbitration.

        B. Pre-Arbitration Dispute Resolution. Before you pursue arbitration, we request that you contact us to discuss your complaint. Our preference will always be to resolve complaints amicably and efficiently, without the need for arbitration. You may contact us via email at legal@elevatenursingllc.com, by phone at 1-850-318-8830, or by mail to Elevate Nursing, PO Box 899, Pineland TX 75968, Attn: Legal.

        C. Notice of Claim. The party seeking arbitration must give written notice to the other.  The written notice shall identify and describe the nature of the claims asserted and detailed facts upon which such claims are based.  The notice shall be sent to the other party by certified or registered mail, return receipt requested.

        D. Arbitration Procedures. Arbitrable Claims shall be settled by confidential arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Such arbitration shall be filed with AAA and heard in Orange County, Florida, by a single arbitrator who is experienced in the educational conference services industry in Florida.  All rights, causes of action, remedies, and defenses available under applicable law are available to the parties, and shall be applicable as through a court of law, including the right to file a motion for summary judgment.  The arbitrator shall apply the applicable statute of limitations, including limitations set forth in this agreement, to any claim.  Any party may be represented at the arbitration by an attorney or other representative selected by the party, at his/her/its own cost.  The arbitrator’s remedial authority shall be no greater than that which is available under the statutory or common law theory asserted, and the arbitrator shall not have the power to add to, subtract or modify the terms of this Arbitration Agreement except where necessary for the enforcement of this Arbitration Agreement.  The arbitrator lacks the power to commit errors of law or legal reasoning or to make factual findings unsupported by the evidence, and the award may be vacated or corrected by a court for exceeding arbitral powers.  The court may enter judgment upon a final arbitration award either by (i) confirming the award or (ii) vacating, modifying, or correcting the award on any ground referenced in the Federal Arbitration Act or similar law.  The arbitrator shall issue a written opinion that includes the factual and legal basis for any decision and award within thirty (30) days from the date the arbitration hearing concludes, or the post-hearing briefs (if requested) are filed, whichever is later. In the arbitration award, the arbitrator shall allocate all the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, against the non-prevailing party.

        E. Class Action Waiver. NOTWITHSTANDING ANY PROVISION OF LAW TO THE CONTRARY, YOU AGREE THAT, UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT IN ACCORDANCE WITH SECTION 16(f) BELOW, YOU MAY ONLY BRING ARBITRABLE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING (EXCEPT TO THE EXTENT THAT THE RIGHT TO BRING A CLAIM IN A PURPORTED CLASS OR REPRESENTATIVE ACTION CANNOT BE WAIVED AS A MATTER OF LAW). UNLESS EACH PARTY AGREES OTHERWISE (OR TO THE EXTENT THAT THE RIGHT TO BRING A CLAIM IN A PURPORTED CLASS OR REPRESENTATIVE ACTION CANNOT BE WAIVED AS A MATTER OF LAW), THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. IN ADDITION, THE ARBITRATOR MAY ONLY AWARD RELIEF IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).

        F. Opting Out. You may opt out of this Arbitration Agreement by sending us an opt-out notice (“Opt-Out Notice”) by mail, return receipt requested, to Elevate Nursing, PO Box 899, Pineland TX 75968, Attn: Legal. In order to be effective, your Opt-Out Notice must be postmarked within 30 days from the date you first agree to this Participation Agreement, and it must include the following elements: a statement of your decision to opt out of this Arbitration Agreement; your first and last name (that matches the name on your Reservation); your mailing address; your telephone number; the email address you provided to us in connection with your Reservation; and your signature. If you opt out of this Arbitration Agreement, the entire Arbitration Agreement will not apply with respect to you, but the remainder of this Participation Agreement will continue to apply.

        NOTWITHSTANDING ANY PROVISION OF LAW OF ANY STATE OR COUNTRY TO THE CONTRARY, NO ARBITRATION DEMAND (OR SUIT IF THE CLAIM IS NOT SUBJECT TO THIS ARBITRATION PROVISION) SHALL BE MAINTAINABLE AGAINST ELEVATE NURSING FOR PERSONAL INJURY, ILLNESS OR DEATH, DAMAGES OR BREACH OF THIS AGREEMENT BY YOU UNLESS (1) YOU DELIVER WRITTEN NOTICE OF THE CLAIM, WITH FULL PARTICULARS, TO ELEVATE NURSING AT ITS ADDRESS LISTED IN SECTION 16(f) OF THIS AGREEMENT WITHIN SIX (6) MONTHS FROM THE DATE THAT THE INJURY, ILLNESS, DEATH, DAMAGE OR BREACH OCCURRED, AND (2) THE DEMAND FOR ARBITRATION (OR SUIT IF THE CLAIM IS NOT COVERED BY THIS ARBITRATION PROVISION) IS COMMENCED (FILED) WITHIN ONE (1) YEAR FROM THE DATE OF SUCH INJURY, ILLNESS, DEATH, DAMAGE OR BREACH, AND (3) THE ARBITRATION DEMAND OR SUBPOENA AND COMPLAINT IS SERVED ON ELEVATE NURSING WITHIN 120 DAYS AFTER FILING.
        1. Force Majeure

        By making your reservation for the Event and agreeing to utilize the services of Elevate Nursing, the Conference Facility or other entities we engage with for the Event, you agree that neither Elevate Nursing, the Conference Facility nor other entities we engage with for the Event, nor their respective affiliates, agents, principals, employees, or representatives shall be liable for any loss, injury, or damage to you or your belongings, or otherwise in connection with any accommodations, transportation, or for trip cancellations, delays, changes in itinerary or schedule, or other services whether or not resulting directly or indirectly from any occurrence beyond their control, including without limitation, Acts of God, hostilities, blockades, labor conflicts, strikes at the Conference Facility or other event locations, war, fire, collision, arrest, order or restraint by governmental authorities or others, acts of terrorism, civil commotions, weather conditions and considerations of safety of the Conference Facility or other event locations, illness, viral, bacterial or illness outbreaks and pandemics or associated travel restrictions, travel-related issues, loss of employment and/or duplicate purchaser or other circumstances.

        1. Governing Law & Jurisdiction

        These Terms shall be construed in accordance with the laws of the state of Florida, without reference to its conflict of law provisions, and the obligations, rights, and remedies of the Parties hereunder shall be determined in accordance with such laws. Arbitrable Claims shall be arbitrated in Florida. In the event of non-arbitrable claims, the Parties agree to the exclusive jurisdiction of the state and federal courts located in Orlando, Florida.

        1. Contacting Us

        If you would like to contact us regarding your Reservation or this Participation Agreement, you can use the “Contact Us” form on our website, send us an email at support@elevatenursingllc.com, or call us at 1-850-318-8830 during our business hours of Monday through Friday from 9:00am to 5:00pm ET, excluding major holidays.

        1. General Provisions

        If any provision of this Participation Agreement is determined to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Participation Agreement shall otherwise remain in full force and effect and enforceable. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. Our failure to exercise or enforce any right or provision of this Participation Agreement will not operate as a waiver of such right or provision. The section titles in this Participation Agreement are for convenience only and have no legal or contractual effect. The respective indemnities, representation and warranties, and our rights under this Participation Agreement will survive any termination of this Participation Agreement. To the maximum extent possible under applicable law, this Participation Agreement will be binding on and will insure to the benefit of the legal representatives, successors and assigns of the parties hereto.