NURTURE

END USER LICENSE AND TERMS OF USE

This End User License and Terms of Use (this “Agreement”), is effective upon your initial access and use of Nurture (“Software Service”). By accessing or using the Software, you agree with and accept all terms of this Agreement. This Agreement is enforceable against you (“Authorized User”) and any entity (“Licensee” or “Customer”) that licensed the Software pursuant to a Software as a Service License Agreement (the “SaaS Agreement”) between it and Nurture Holdings LLC (“Licensor”). If you do not agree with every term of this Agreement, do not access or use Software Service.

LICENSOR PROVIDES THE SOFTWARE SERVICE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY USING THE SOFTWARE SERVICE, YOU (A) INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT IN THE JURISDICTION IN WHICH YOU ARE ACCEPTING THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE SERVICE TO YOU AND YOU MUST NOT USE THE SOFTWARE SERVICE.

  1. Ownership and License.
    1. As used in this Agreement, the terms “Software” and “Software Service” means the present and future standard proprietary computer software programs (“Software”) and Software-as-a-Service (“Software Service”) marketed by Nurture Holdings, LLC, under the name “Nurture,” as well as the database schema, source code, object code, and related documentation, instructions, images, user guides, and subsequent releases and updates licensed by Nurture Holdings, LLC, pursuant to the SaaS Agreement, whether in printed or machine-readable format.
    2. As used in this Agreement, the term “Intellectual Property” means patents and patent applications, inventions (whether patentable or not), trademarks, service marks, trade dress, copyrights, trade secrets, know-how, data rights, specifications, computer software, source code, object code, drawings, designs, moral rights, author’s rights, and other Intellectual Property rights, as may exist now or hereafter come into existence, and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or of any other state, country, or jurisdiction, any registrations or applications thereof, and all goodwill pertinent thereto.
    3. Subject to all the terms and conditions of this Agreement, Nurture Holdings, LLC, hereby grants you a limited, non-exclusive, non-transferable, non-assignable, non sublicensable license (the “License”) to use the Software Service and all Intellectual Property therein solely for activities consistent with the SaaS License Agreement entered into between Licensor and Licensee during the Term of the SaaS License Agreement (the “Permitted Use”). The Software Service and all related Intellectual Property is not, will not be, and shall not be construed to be “work made for hire” within the meaning of Section 101 of the Copyright Act (Title 17 of the U.S. Code). You shall have no rights to the Software Service or any related Intellectual Property other than those expressly granted in this subsection. You shall not use the Software or Software Service other than for the Permitted Use. Licensor may terminate the License granted to you at any time for any or no reason. The License shall commence on the date you first access the Software Service (the “Effective Date”) and shall terminate pursuant to Section 3, below.
    4. The Software is intellectual property of and owned by Nurture Holdings, LLC. The structure, organization, and code of the Software are the valuable trade secrets and confidential information of Nurture Holdings, LLC, and its suppliers and contractors. The Software is protected by law, including, but not limited to, the copyright laws of the United States of America and other countries, and by international treaty provisions. Unless expressly stated herein, this license does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by Nurture Holdings, LLC. Right, title, and interest in any content displayed through the Software Service belongs to the individual content owner. The content may be protected by laws, rules, and regulations, including copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content. Except as otherwise provided in this License, this License does not grant you any rights to use such content nor does it guarantee that such content will continue to be available to you.
    5. You agree not to: (i) copy, modify, decompile, disassemble, or reverse engineer the Software source code or design; make derivative works based upon the Software; or use the Software to develop any products or services, without Licensor's prior written approval; or (ii) sell, license, rent, or transfer the Software or Software Service to any third party.
    6. Right, title, and interest in any content displayed through the Software Service belongs to the individual content owner. The content may be protected by copyright or other intellectual property laws and treaties and may be subject to terms of use of the third party providing such content. Except as otherwise provided in this License, this License does not grant you any rights to use such content nor does it guarantee that such content will continue to be available to you.
  2. Access and Account Security.
    1. Licensor reserves the right to withdraw or amend the Software Service, and any service or material it provides via the Software Service, in its sole discretion, and without notice. Licensor will not be liable if for any reason all or any part of the Software Service is unavailable at any time or for any period, or if, as a result of such unavailability, you claim to suffer any damages.
    2. To access the Software Service, you may be asked to provide certain registration details or other information. It is a condition of your use of the Software Service that all the information you provide to the Licensor is correct, current, and complete. You agree that all information you provide to register with Nurture or otherwise, including but not limited to through the use of any interactive features on the Software Service, is governed by our Privacy Policy, and you consent to all actions Licensor takes with respect to your information consistent with its Privacy Policy.
    3. f you choose, or are provided with, a username, password or any other piece of information as part of the Software Service’s security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Software Service or portions of it using your username, password, or other security information. You agree to notify the Licensor immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared device so that others are not able to view or record your password or other personal information.
    4. Licensor has the right to disable any username, password, or other identifier, whether chosen by you or provided by it, at any time in our sole discretion for any or no reason, including, but not limited to, if, in our opinion, you have violated any provision this Agreement, and/or any local, state, or federal law or regulation.
  3. Term and Termination.
    1. This Agreement shall commence on the Effective Date and shall remain in effect (the “Term”) until the earlier of: (i) termination of the SaaS Agreement; (ii) withdrawal of your authorized use of the Software Service by the Customer; or (iii) termination by Licensor based on your violation of any term of this Agreement.
    2. Upon the conclusion of any Term: (i) all rights and licenses granted to Authorized User will terminate; (ii) the Authorized User’s ability to access its data, including all User Content, will terminate; (iii) and, except for any outstanding payments due and any terms of this Agreement which survive expiration or termination of this Agreement, no party owes any other party any duties or obligations.
  4. Content.
    1. License to User Content.These content standards apply to any and all content that you post, publish, transmit, or upload using the Software Service (“User Content”) and use of any interactive services offered by Licensor. All User Content must comply with all applicable local, state, and federal laws, rules, and regulations. By submitting User Content, you grant to Nurture Holdings, LLC, a non-exclusive, worldwide, irrevocable, perpetual, transferable, and royalty-free right to use, copy, distribute, display, perform, modify, translate, and store such User Content as part of its provision of the Software Service. You represent and warrant that you own or have all necessary rights to provide all such User Content and license it for use as described above; that your User Content is accurate; and that use of your User Content does not violate these Terms or violate or infringe on the rights of any third party and will not cause harm. At our request, you will provide us with documentation to verify your compliance with these Terms. To the fullest extent permitted by law, you waive any “moral rights” you may have in your User Content, even if you do not agree with our use or how we have modified it.
    2. User Content Restrictions.Licensor does not undertake to review all User Content before it is made available to other users, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, Licensor assumes no liability for any action or inaction regarding transmissions, communications, or content uploaded to the Software Service by any user or third party and shall have no liability or responsibility to anyone for enforcement of this Section 4. Notwithstanding the foregoing, User Content must not:
      1. Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
      2. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
      3. Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
      4. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this Agreement or the Privacy Policy.
      5. Be likely to deceive any person.
      6. Promote any illegal activity, or advocate, promote, or assist any unlawful act.
      7. Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
      8. Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
      9. Give the impression that they emanate from or are endorsed by Nurture Holdings, LLC, or any other person or entity, if this is not the case.
    3. Right to Remove User Content.Licensor at all times shall have the right to:
      1. Remove or refuse to post any User Content for any or no reason at our sole discretion.
      2. Take any action with respect to any User Content that Licensor deems necessary or appropriate in its sole discretion, including if it believes that such User Content violates this End User License and Terms of Use, including this Section 4, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of any person or the public, or could in any way create liability for Licensor.
      3. Disclose any user’s identity or other information about any user to any third party who claims that material posted by such user violates the requesting third party’s rights, including intellectual property rights or their right to privacy.
      4. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Software or Software Service.
    4. Right to Cooperate with Law Enforcement.Without limiting the foregoing, Licensor has the right to fully cooperate with any law enforcement authorities or court order requesting or directing it to disclose the identity or other information of anyone posting any materials on or through the Software Service. YOU WAIVE AND HOLD HARMLESS NURTURE HOLDINGS, LLC, AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY NURTURE HOLDINGS, LLC, EMPLOYEE OR AGENT DURING OR AS A RESULT OF SUCH AN INVESTIGATION AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER NURTURE HOLDINGS, LLC, OR LAW ENFORCEMENT AUTHORITIES.
  5. Confidential Information.
    1. “Confidential Information” is defined as “any information (whether tangible or intangible, printed, electronic, or otherwise) and items embodying information (including images, code, or text) at any time accessed by you via the Software Service, including without limitation: (a) all data regarding the personal information, personally identifying information, and Protected Health Information as defined by the HIPPA Privacy Rule (45 CFR Part 160 and Subparts A and E of Part 164) of any individual contained in the Software Service; (b) Licensor’s technical expertise, knowhow, methods, operating procedures, designs and specifications, concepts, ideas, inventions, know-how, processes, templates, algorithms, formulas, software programs, software source documents, and formulas; (c) the source code, object code, and images contained in the Software and used by the Software Service; (d) information from third parties that Licensor and Customer are obligated to treat as confidential; and (e) information that is derived from any Confidential Information identified above (for example through analysis or processing), regardless of the medium in which the information is transmitted.” “Confidential Information” shall also include all copies and extracts of Confidential Information and all computer-generated data containing Confidential Information prepared by or for the benefit of the Licensor or the Customer. “Confidential Information” does not include any information that: (w) was in your possession before you accessed it via the Software Service; (x) was developed by you independently of any access to the information received in confidence; (y) becomes publicly known without breach by you; or (z) was received in good faith from a third party not subject to a confidentiality agreement. You may disclose Confidential Information if and to the extent that such disclosure is required by applicable law or judicial order, provided that, to the extent legally permissible, you provide Licensor a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure, and provided that you only share the minimal amount of Confidential Information necessary to comply with the applicable law or order.
    2. You shall use the Confidential Information accessed or obtained through the Software Service solely for the benefit of the Customer through whom you are accessing the Software Service. You shall hold the Confidential Information in strict confidence and shall not disclose or otherwise make available any Confidential Information to any third parties. Without limiting the foregoing, you shall take at least those measures that you take to protect your own most valuable confidential information, but in no event shall you use less than a reasonable standard of care. You shall not reverse engineer, disassemble, decompile, or determine the composition of any formulations, prototypes, software, or other tangible objects that embody the Software. You shall notify Licensor immediately if you become aware of any loss or unauthorized use or disclosure of Confidential Information.
    3. If you provide any feedback, comments, suggestions, feature requests, or similar communications to Licensor (“Feedback”), you understand and agree that you assign Licensor all right, title, and interest in and to such Feedback, including without limitation all moral rights to such Feedback, and that Licensor is free to use, without any attribution or consideration to any party, all ideas, know-how, concepts, and methods contained in and derived from such Feedback. If you provide any Feedback, you are doing so voluntarily and disclaim any rights to consideration for such Feedback.
    4. You agree that it would be difficult to establish a specific value of the damages of a breach of this Section 5. Therefore, without necessity of proving damages or irreparable harm, Licensor shall be entitled to obtain, and you agree not to oppose its request for, equitable relief in the form of specific performance, temporary restraining order, temporary and permanent injunction, or any other equitable remedy which may be available for a breach or anticipated breach of this Section 5. Nothing herein shall be construed as prohibiting Licensor from pursuing any other remedies that may be available for such breach or threatened breach, including an action for damages.
  6. Use Restrictions. You shall not, directly or indirectly:
    1. Use the Software Service beyond the scope of the license granted under Section 1;
    2. Provide any other person or entity access to or use of the Software Service;
    3. Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software and/or Software Service or any component of the Software and/or Software Service;
    4. Reverse engineer, decompile, decode, disassemble, or otherwise attempt to derive or gain access to the source code of the Software or Software Service;
    5. Remove or alter any indications of ownership, including without limitation trademarks or copyrights, or other proprietary rights, from any component of the Software or Software Service;
    6. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or Software Service, any features or functionality of the Software or Software Service, or any Confidential Information, to any third party for any reason;
    7. Use the Software or Software Service to cause personal and/or property damage to any third party;
    8. Impersonate or attempt to impersonate any person or entity, including, without limitation, by using e-mail addresses or other personally identifying characteristics associated with such a person or entity;
    9. Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Software or Software Service, or which, as determined by Licensor in its sole discretion, may harm Licensor or users of Software Service or expose them to liability;
    10. Use the Software and/or Software Service in violation of any law, rule, or regulation;
    11. Use the Software or Software Service in any manner that could disable, overburden, damage, or impair Licensor’s ability to provide the Software and/or Software Service or interfere with any other party’s use of the Software and/or Software Service, including their ability to engage in real time activities through the Software and/or Software Service;
    12. Use any robot, spider, or other automatic device, process or means to access the Software Service for any purpose, including monitoring or copying any of the material available via the Software Service;
    13. Use any device, software, or routine that interferes with the proper working of the Software or Software Service;
    14. Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
    15. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Software or Software Service, the server(s) on which the Software is stored and which operate the Software Service, or any server, computer, or database connected to the Software or Software Service;
    16. Attack the Software Service via a denial-of-service attack or a distributed denial-of-service attack; or
    17. Otherwise attempt to interfere with the functionality of the Software and/or Software Service.
  7. No Warranty.
    1. 7.1. YOUR USE OF THE SOFTWARE SERVICE IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SOFTWARE SERVICE IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR, ITS AFFILIATES, AND ANY THIRD PARTY SERVICE OR DATA PROVIDERS, DISTRIBUTORS, OR SUPPLIERS (COLLECTIVELY REFERRED TO AS “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE AND/OR SOFTWARE SERVICE IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY, OR CONTENT IN OR LINKED TO THE SOFTWARE AND/OR SOFTWARE SERVICE.
    2. LICENSOR AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE AND/OR SOFTWARE SERVICE ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. FURTHER, LICENSOR DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE, CONTENT, OR DATA TRANSMITTED THROUGH THE SOFTWARE SERVICE. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 30 DAYS FROM THE DATE OF DELIVERY OF THE SERVICES AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIM IS SET FORTH IN SECTION 9 BELOW.
    3. YOU MAY HAVE ADDITIONAL RIGHTS UNDER LAW WHICH VARY FROM JURISDICTION TO JURISDICTION. LICENSOR DOES NOT SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.
  8. Disclaimer. LICENSOR, ITS AFFILIATES, SUPPLIERS, AND ANY AFFILIATES OR OTHER RELATED ENTITIES DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. OTHER THAN SUCH OFFERED AND STATUTORY WARRANTIES AND REMEDIES, LICENSOR AND ITS AFFILIATES AND RELATED ENTITIES PROVIDE THE SOFTWARE AND SOFTWARE SERVICE AS-IS AND WITH ALL FAULTS. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME STATES. YOU MAY HAVE ADDITIONAL WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. LICENSOR DOES NOT SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW. ANY PROVISIONS THE WARRANTIES AND DISCLAIMER WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT DO NOT IMPLY OR CREATE ANY CONTINUED RIGHT TO USE THE SOFTWARE OR SERVICES AFTER TERMINATION OF THIS AGREEMENT.
  9. Limitation of Liability.
    1. EXCEPT FOR ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, LICENSOR, ITS AFFILIATES, SUPPLIERS, AND RELATED ENTITIES WILL NOT BE LIABLE TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU, OR ANY USER WHO ACCESSES THE SOFTWARE AS A RESULT OF A RELATIONSHIP OF ANY TYPE WITH YOU, FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF A REPRESENTATIVE OF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. IN ANY EVENT, LICENSOR’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, SUPPLIERS, AND RELATED ENTITIES UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID TO LICENSOR FOR YOUR ACCESS TO THE SERVICE USED BY YOU OVER THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO YOUR CLAIM. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. LICENSOR IS ACTING ON BEHALF OF ITS AFFILIATES, SUPPLIERS, AND RELATED ENTITIES FOR THE PURPOSE OF DISCLAIMING, EXCLUDING, AND LIMITING OBLIGATIONS, WARRANTIES, AND LIABILITY, BUT IN NO OTHER RESPECTS AND FOR NO OTHER PURPOSE.
    2. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME STATES. YOU MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS. LICENSOR DOES NOT SEEK TO LIMIT YOUR WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW.
  10. Indemnification. You agree to indemnify and hold Licensor and its affiliates and suppliers harmless from any and all claims, liability, and expenses, including actual attorneys’ fees and costs, arising out of your use of the Software Service, another’s use of this Software Service in collaboration with you, or a breach of this Agreement (collectively referred to as “Claims”). Licensor reserves the right, in its sole discretion, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Licensor in the defense of any Claims, and to reimburse Licensor all costs of defending any such Claims.
  11. Law & Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its principles of conflicts of laws. Each of the Parties to this Agreement irrevocably submits to the exclusive jurisdiction of the courts of the State of Michigan located in Kent County, Michigan, and the United States District Court for the Western District of Michigan for the purpose of any suit, action, proceeding, or judgment relating to or arising out of this Agreement and the transactions contemplated by this Agreement. Each of the Parties to this Agreement irrevocably consents to the jurisdiction of any such court in any such suit, action, or proceeding and to the laying of venue in such court. Each of the Parties to this Agreement irrevocably waives any objection to the laying of venue of any such suit, action, or proceeding brought in such courts and irrevocably waives any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.
  12. Notice of Breach. You shall notify Licensor immediately upon discovery of any unauthorized use or disclosure of Confidential Information by you, or any other breach of this Agreement, and will cooperate with efforts by Licensor and Customer to help either or both regain possession of Confidential Information and prevent its further unauthorized use or disclosure.
  13. Independent Contractors. Each Party is an independent contractor of the other Party. Nothing in this Agreement creates, or shall be construed as creating, a joint venture, partnership, agency, or employment relationship between the Parties hereto. Neither Party has any right or authority to assume or create any obligations of any kind or to make any agreements, representations, or warranties on behalf of the other Party, whether express or implied, or to bind the other party in any respect whatsoever.
  14. Survival. Each provision of this Agreement that is reasonably applicable to circumstances arising after its termination or expiration, shall survive expiration or termination of this Agreement for any reason.
  15. Miscellaneous.
    1. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, oral or written, with respect to such subject matter.
    2. This Agreement shall be binding upon, and the benefits and obligations provided for herein shall insure to, the Parties and their respective shareholders, members, directors, managers, heirs, legal representatives, successors and permitted assigns.
    3. Neither Party shall assign this Agreement and/or its respective rights and obligations hereunder without the prior written consent of the other Party.
    4. Any notice required or permitted to be given under this Agreement must be in writing and may be delivered in person, by registered mail, facsimile, e-mail (so long as the email is acknowledged as received by a reply acknowledging receipt), or by overnight courier addressed to the respective Party at the address set forth in the introduction of this Agreement or a changed address as may be given by a Party to the other by written notice. Any notice will be considered to have been given when personally delivered or five business days after the date of mailing or one business day after the date of forwarding if sent by facsimile, e-mail, or overnight courier.
    5. No change or modification of this Agreement shall be valid unless the same is in writing and signed by the Parties.
    6. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the Party against whom it is sought to be enforced. The failure of any Party at any time to insist upon strict performance of any condition, promise, agreement, or understanding set forth in this Agreement shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of the same condition, promise, agreement, or understanding at a future time.
    7. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its principles of conflicts of laws. Each of the Parties to this Agreement irrevocably submits to the exclusive jurisdiction of the courts of the State of Michigan located in Kent County, Michigan, and the United States District Court for the Western District of Michigan for the purpose of any suit, action, proceeding, or judgment relating to or arising out of this Agreement and the transactions contemplated by this Agreement. Each of the Parties to this Agreement irrevocably consents to the jurisdiction of any such court in any such suit, action, or proceeding and to the laying of venue in such court. Each of the Parties to this Agreement irrevocably waives any objection to the laying of venue of any such suit, action, or proceeding brought in such courts and irrevocably waives any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.