Please review the specifications as outlined, and ensure that all information is accurate. 

These terms and conditions (the “Terms and Conditions”) are by and between Legendary Carpets, LLC, a Michigan limited liability company (the “Service Provider“) and you, the entity or person submitting the purchase order (the “Customer“). 

These Terms and Conditions define the relationship between Service Provider and Customer and apply to all sales of custom carpets or other property (individually and collectively, “Product(s)”) by Service Provider to Customer. Customer acknowledges and agrees that these Terms and Conditions of Sale are incorporated in, and are a part of, each quotation, purchase order, invoice, release, requisition, work order, shipping instruction, specification, and any other document, whether expressed verbally, in written form or electronic commerce, relating to the sale of Products by Service Provider to Customer (these documents are collectively referred to as the “Agreement”).

WHEREAS, Customer desires to retain Service Provider to provide certain custom carpet services upon the terms and conditions hereinafter set forth, and Service Provider is willing to perform such services.

In consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

1. Definitions.

“Action” has the meaning set forth in Section ‎11.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Authorized Service Recipients” means the Affiliates of Customer as may be notified by Customer to Service Provider from time to time.

“Agreement” has the meaning set forth in the preamble.

“Change Order” has the meaning set forth in Section ‎5.2.

“Completion” means the date all work on the order is finished and the merchandise is prepared for shipment.

“Confidential Information” means any information that is treated as confidential by a party, including but not limited to all non-public information about its business affairs, products or services, Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether disclosed orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential”. Confidential Information shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.

“Customer” has the meaning set forth in the preamble.

“Deliverables” means all carpets, documents, work product, and other materials that are delivered to Customer hereunder or prepared by or on behalf of Service Provider in the course of performing the Services, including any items identified as such in the Statement of Work. 

“Disclosing Party” means a party that discloses Confidential Information under this Agreement. 

“Force Majeure Event” has the meaning set forth in n ‎13.

“Intellectual Property Rights” means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. 

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“Losses” mean all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Receiving Party” means a party that receives or acquires Confidential Information directly or indirectly under this Agreement.

“Service Provider” has the meaning set forth in the preamble. 

“Service Provider Personnel” means all employees and Permitted Subcontractors, if any, engaged by Service Provider to perform the Services.

“Services” mean the services to be provided by Service Provider under this agreement, as described in more detail in the Statement of Work, and Service Provider’s obligations under this Agreement.

“Statement of Work” or “SOW” means the Statement of Work entered into by the parties and attached to this Agreement. 

“Subcontractor” means Scott Group Studio and all subcontractors and Affiliates of Service Provider, other than Service Provider’s employees, to provide any Services.

“Term” has the meaning set forth in Section ‎6.

1. Services.
   1. Service Provider shall provide the Services to Customer as described in more detail in the Statement of Work in accordance with the terms and conditions of this Agreement.
   2. Production of the goods will commence after all the approvals required by Customer are received. Delays in any of the foregoing will result in delays in the delivery date. Customer will be responsible for any resulting increase in labor or material costs related to such delays.
   3. Title and Risk of Loss. Title to and risk of loss or damage to the Products will pass to Customer on delivery by Service Provider F.O.B. Upon Completion, the title to the merchandise will transfer to Customer. As required Service Provider’s Subcontractor will insure and hold these goods for up to thirty (30) days after Completion at no charge. After 30 days, storage and insurance charges of 1.5% shall apply. Provided full payment has been made prior to 30 days after Completion, Service Provider’s Subcontractor will store and insure the merchandise for up to ninety (90) days without storage and insurance charges. 
   4. Delivery and Delivery Costs. Completion will not be earlier than the quoted or mutually agreed ship date. Please note that the freight cost provided is an ESTIMATE. While Service Provider strives to be accurate, pricing is subject to change based on market factors. Title transfer will not be affected by delays in payment or carrier pick-up. Service Provider will not be responsible for any costs related to delays, late fees or penalties. Bill of Lading or Carrier’s receipt constitutes delivery. Any delivery dates or other schedule of performance by Service Provider are approximations, and the sole obligation of Service Provider with respect to the schedule of delivery or performance will be to use commercially reasonable efforts to deliver the Products, or otherwise to perform, consistent with the reasonable demands of its business. 
   5. Unless specifically noted, Customer is responsible for furnishing templates for all stairways, and areas not subject to measuring. In the event Customer does NOT provide templates, Service Provider accepts NO responsibility for fit.
   6. Product Variations.
      1. Because of the raw material used in custom carpets and rugs, color, texture and size variations are normal. Service Provider will not be held responsible for color movement in products, samples, color cards or poms, if such material is exposed to light, soiling or age. All carpets and rugs (including design areas) are manufactured to a tolerance of plus or minus the greater of one percent (1.0%) or one-half inch (0.5″) unless otherwise stated.
      2. Shading and/or watermarking are natural characteristics of any carpet and are not considered to be defects.
      3. Irregularities and variations that may be seen in an over-tufted product are characteristic of the handcrafted technique and are in no way to be considered defective. 
      4. Pile crushing, roll crushing, shading, sprouting, watermarking, pooling or soiling are NOT manufacturing defects. 
   7. Complaints will NOT be entertained if aftermarket surfactants or topical treatments have been applied by anyone other than a Service Provider representative. 
   8. When a defect is claimed, other than direct manufacturing and transportation costs, Service Provider is NOT responsible for installation expense; re-installation; nor other expenses incurred including but not limited to removal and disposal of old floor covering(s), furniture and Products movement and installation, rental costs or penalties. 
   9. Inspection and Acceptance. Service Provider must be advised of any deviations or discrepancies within five (5) days after receipt of the Products. Claims for irregularities, errors, or omissions can be considered only BEFORE the carpet is cut or installed. Complaints will NOT be entertained unless first inspected by Service Provider or its agent. Service Provider must authorize final disposition of all claims in writing. Service Provider reserves the right to repair any manufacturing defect.  Customer will have five (5) days from the date of delivery to inspect the Products for defects and nonconformance and to notify Service Provider, in writing, of any defects or nonconformance of the Products (other than defects or nonconformities due to damage, shortage, or errors in shipping). Claims for shipping damage, errors, or shortages must be made in writing to Service Provider no more than five (5) days after receipt of shipment. After this period, Customer will be deemed to have irrevocably accepted the Products, if not previously accepted. After acceptance, Customer will have no right to reject the Products for any reason or revoke acceptance. Claims for damage due to shipping must be made by Customer to the freight carrier. It is Customer’s responsibility to inspect the merchandise and note any damage before signing the Bill of Lading. Service Provider and the carrier will not be responsible for damage that was not noted upon receipt. Claims for merchandise received in damaged condition should be immediately presented to Service Provider.
   10. Insurance Coverage. Insurance coverage on shipments is the responsibility of Customer. 
   11. Service Provider will make best efforts to have the final product match the standard sample as closely as possible, however due to the nature of handmade and overtufted rugs and carpets, exact match against samples is not guaranteed or covered by the product warranty. Any disputes will be settled based on commercial standards for handmade carpets.
   12. Quotation Expiration. Written quotations are valid for a period of thirty (30) days unless otherwise noted in writing by Service Provider. Service Provider will have the right to withdraw any quote that has not been accepted by Customer within the 30-day time period
   13. Taxes. Prices quoted do not include (and Customer shall pay) all taxes and fees of any kind that may be levied or imposed on either party by federal, state, municipal, or other governmental authorities in connection with the sale or delivery of the Products by Service Provider with the exception of Service Provider’s income tax obligations arising out of the sale of the Products.
   14. Security Interest. As security for payment of all amounts due to Service Provider, Customer grants to Service Provider a security interest in all Products sold by Service Provider to Customer, and Service Provider will have all rights of a secured party under the Uniform Commercial Code with respect to the Products. Customer appoints Service Provider as its attorney-in-fact with authority, at Service Provider’s option, to take actions as Service Provider deems reasonable in the circumstance to perfect the above security interest in any one or more jurisdictions, and Customer shall pay all applicable filing fees.
2. Service Provider’s Obligations.
   1. Service Provider is not responsible for the performance of each Subcontractor and its employees or for their compliance with all of the terms and conditions of this Agreement. Nothing contained in this Agreement shall create any contractual relationship between Customer and any Service Provider Subcontractor or supplier.
   2. Together with its Subcontractors, Service Provider and its Subcontractors reserve the right to cancel any orders, correct any errors and revoke any offers, including after an order has been submitted. Service Provider and its Subcontractors need to verify certain information prior to accepting an order. Together with Service Provider’s Subcontractors, Service Provider and its Subcontractors reserve the right to change, limit, refuse, or cancel any orders by Customer for products and services that are sold, at our discretion, without prior notification, and at any time, including after Customer’s receipt of an order number or email confirmation.
3. Customer’s Obligations.
   1. Customer shall:
      1. respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement;
      2. provide such information as Service Provider may reasonably request, in order to carry out the Services, in a timely manner, and ensure that it is complete and accurate in all material respects; and
      3. In the event there is freight damage, freight damage must be reported to the carrier within twenty-four (24) hours of receipt of the carpet. A damaged carpet must be signed for accordingly. Service Provider must be advised of all visible damages immediately. All wrappings must be retained until inspection by carrier.
   2. User-Generated Content. Customer may submit content such as requests, feedback, suggestions, comments, reviews, messages, favorites, pictures, and captures of Customer’s surroundings, generated by Customer (collectively, “Content”). Any Content or other information submitted to Service Provider may be viewed by Service Provider and any Permitted Subcontractors and will not be treated as confidential, private, or proprietary. By submitting Content, Customer agrees to the following:
      1. Customer’s Content does not violate any copyright, trademark, patent, or other intellectual property or other rights of any third party or any applicable Law or regulation.
      2. Customer has the legal right to use and permit Service Provider and Permitted Subcontractors to use and publish your Content.
      3. Customer’s Content does not violate any terms in this Agreement or Service Provider’s policies. 
      4. With the submission of Customer’s content, Customer hereby grants Service Provider and Subcontractors a perpetual, worldwide, irrevocable, and transferable right and license to use, copy, reproduce, distribute, disclose, publish, modify, process, sublicense, translate, transmit, make derivative works of, and otherwise exploit such Content, as a whole or in part, without compensation to Customer or others, in any format, media, or method, whether in existence today or yet to be created.
      5. Should Customer’s Content be published or made available on Service Provider or any Subcontractor’s website, Customer grants others who use Service Provider’s and any Subcontractor’s websites to access, use, view, watch, distribute, forward, perform, and display such Content, in whole or in part.
      6. Customer agrees to pay all potential fees, royalties, damages, and any other Losses arising from your submission of Content to Service Provider. 
      7. Customer is solely responsible for its own Content and any consequences that may result from its submission. 
   3. If Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer, any Subcontractor, any Authorized Service Recipient, or their agents, subcontractors, consultants, or employees outside of Service Provider’s reasonable control, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
4. Change Orders.
   1. If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. Service Provider shall, within a reasonable time (not to exceed thirty (30) days) after receiving a Customer-initiated request, or at the same time that Service Provider initiates such a request, provide a written estimate to Customer of:
      1. the likely time required to implement the change;
      2. any necessary variations to the fees and other charges for the Services arising from the change;
      3. the likely effect of the change on the Services;
      4. any other impact the change might have on the performance of this Agreement; and
      5. any other information reasonably requested by the Customer.
   2. Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order“). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with Section ‎14.5.
5. Term and Termination.
   1. Term. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work, unless sooner terminated pursuant to this ‎6 (the “Term“).
   2. Termination for Convenience. These are custom made products to meet Customer’s particular requirements and are NOT cancellable or refundable once manufacturing has begun. Either party, in its sole discretion, may terminate this Agreement or any Statement of Work, in whole or in part, at any time prior to the start of manufacturing without cause, by providing at least ten (10) days’ prior written notice to the other party. 
   3. Termination for Cause. Either party may terminate this Agreement or any SOW, effective upon written notice to the other party (the “Defaulting Party“), if the Defaulting Party:
      1. materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; or
      2. (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within sixty (60) business days or is not dismissed or vacated within thirty (30) days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
   4. Effects of Termination or Expiration. Upon expiration or termination of this Agreement for any reason:
      1. Service Provider shall (i) promptly deliver to Customer all Deliverables (whether complete or incomplete) for which Customer has paid, and (ii) on a pro rata basis, repay all fees and expenses paid in advance for any Services not performed or Deliverables not provided.
      2. Each party shall (i) return to the other party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other party’s Confidential Information, (ii) permanently delete all of the other party’s Confidential Information from its computer systems, and (iii) certify in writing to the other party that it has complied with the requirements of this clause.
      3. In the event there is a request for termination prior to the start of manufacturing, Customer agrees to pay a cancellation charge based on costs incurred plus normal overhead and profit. 
   5. Survival. The rights and obligations of the parties set forth in this Section ‎6.5 and Section 1, Section ‎8, Section ‎9, Section ‎10, Section 12, Section 6.3, and Section 17, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
6. Fees and Expenses; Payment Terms.
   1. In consideration of the provision of the Services by the Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in Service Provider’s Statement of Work. Payment to Service Provider of such fees and the reimbursement of expenses pursuant to this ‎7 shall constitute payment in full for the performance of the Services, and, Customer shall not be responsible for paying any other fees, costs, or expenses.
   2. Terms of Payment. Prices are F.O.B. Mill. The total price shall be paid to Service Provider in two (2) equal installments, with the first installment being due upon the execution of this Agreement and the balance due prior to shipment, unless stated otherwise in writing. Any amounts due by Customer to Service Provider that are unpaid on or after 30 days of Service Provider’s invoice will bear interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. The accrual or payment of any interest as provided above will not constitute a waiver by Service Provider of any rights and remedies in connection with a default by Customer. Customer will pay all court costs, attorney fees, and other costs incurred by Service Provider in collecting past-due amounts, including interest. If shipment or delivery of Products is delayed by or at the request of Customer, payment will remain due in full 30 days from the date of Service Provider’s invoice. In such event, Service Provider may impose, and Customer shall pay, storage charges and other incidental expenses incurred by Service Provider as a result of the delay in addition to any interest on late payments as described above.
   3. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder. 
7. Intellectual Property Rights; Ownership.
   1. Customer agrees that Service Provider is, and shall be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables, including all Intellectual Property Rights therein. 
   2. Service Provider and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to the pre-existing materials, including all Intellectual Property Rights therein. 
   3. Service Provider hereby grants Customer and the Authorized Service Recipients a limited, irrevocable, perpetual, fully paid-up, royalty-free, non-transferable, non-sublicensable, worldwide license to use the custom carpet for its intended purpose
   4. Customer shall not reproduce, distribute, modify, or create derivative works of the custom carpets without the prior written consent of Service Provider. Customer shall not use the custom carpets for any purpose other than the one specified in this Agreement.
8. Confidential Information.
   1. The Receiving Party agrees: 
      1. not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its and its Affiliates, and their officers, employees, consultants, and legal advisors who have a “need to know”, who have been apprised of this restriction, and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this ‎9;
      2. to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement or, in the case of Customer, to make use of the Services and Deliverables; and
      3. to promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party.
   2. If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide:
      1. prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and 
      2. reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. 

If, after providing such notice and assistance as required herein, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose.

1. Representations and Warranties – Disclaimer of Warranties.
   1. Service Provider represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner.
   2. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, (A) EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, AND (B) SERVICE PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND TITLE.
   3. CUSTOMER ASSUMES FULL RESPONSIBILITY THAT THE PRODUCTS PURCHASED UNDER THE AGREEMENT MEETS THE SPECIFICATIONS AND/OR INTENDED USE OF CUSTOMER, AND SERVICE PROVIDER MAKES NO REPRESENTATION WITH RESPECT TO THEM.
2. Indemnification.
   1. Customer shall defend, indemnify, and hold harmless Service Provider and Service Provider’s Affiliates and their officers, directors, employees, agents, successors, and permitted assigns from and against all Losses arising out of or resulting from any third-party claim, suit, action, or proceeding (each, an “Action“) arising out of or resulting from:
      1. Customer’s breach of any representation, warranty, or obligation of Customer in this Agreement; and
      2. Infringement of copyrights, trademarks and design patents due to a specific design or construction produced and supplied to Customer’s specifications.
3. Limitation of Liability.
   1. IN NO EVENT WILL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   2. IN NO EVENT WILL EITHER SERVICE PROVIDER’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THE APPLICABLE STATEMENT OF WORK.
4. Force Majeure. 
   1. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including without limitation the following force majeure events (“Force Majeure Events“): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency;  (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) pandemics, epidemics, plagues, infectious disease or viral outbreaks or other public health crisis, including measures of any government authority taken in response to such events such as quarantine or other employee restrictions, and any labor shortages, delays or disruptions in supply chains or the inability or unavailability of personnel to perform or provide services as a result of any such events or governmental measures and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within ten (10) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. 
5. Miscellaneous.
   1. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
   2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated by the other party. 
   3. Entire Agreement. This Agreement, together with all Statements of Work and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. 
   4. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
   5. Modification. This Agreement may be amended, modified, or supplemented only by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
   6. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
   7. Governing Law. This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the State of Michigan, without regard to the conflict of laws provisions of such State. Any legal suit, action or proceeding arising out of or relating to this Agreement must be instituted in the federal courts of the United States of America or the courts of the State of Michigan, in each case located in the City of Detroit and County of Wayne, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.  
   8. Jury Trial Waiver. 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 Agreement or the transactions contemplated hereby.
   9. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Authority. Each signatory represents that it has all requisite authority to execute the Agreement on behalf of its principal and that the Agreement is fully enforceable against the principal in accordance with its terms.