TERMS AND CONDITIONS

Last Updated Date: March 8, 2024

1. Applicability
   • 1.1 The Onboarding Agreement and any Statement of Work or any Insertion Order and these terms and conditions for the Services (“Terms and Conditions”) (collectively, the “Agreement“) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and Conditions and the Onboarding Agreement and any Statement of Work, these Terms and Conditions shall govern unless the Onboarding Agreement or any Statement of Work expressly states that certain specific terms or conditions in the Onboarding Agreement or any Statement of Work or Insertion Order shall control. Any changes to the Terms and Conditions will be in effect as of the “Last Updated Date” referenced above. You should review these Terms and Conditions before requesting any Services from Shull Media Partners or signing a Statement of Work or an Insertion Order. Clients continued use of the Services by agreeing to any Statement of Work or Insertion Order after the “Last Updated Date” will constitute your acceptance of and agreement to such changes in effect as of the applicable Effective Date.
   • 1.2 Definitions
     • (a) “Effective Date” means the date first written on the applicable Onboarding Agreement, Statement of Work, or Insertion Order.
     • (b) “Pass-through Expenses” means third-party charges for services, subcontractor fees, or advertiser charges that are to be paid directly by Shull Media Partners and set out in the applicable Statement of Work or mutually agreed by the Parties in writing before any purchase and required by Shull Media Partners to provide the Services in accordance with the Agreement’s terms and conditions.
     • (c) “Electronic Signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including text messages, imessages, emails, or any other digital written communication method pursuant to the Ohio Uniform Electronic Transactions Act (R.C. 1306.01 et seq.) as amended from time to time.

2. Services. Shull Media Partners shall provide to Client the services (the “Services“) set out in one or more statements of work to be issued by Client and accepted by Shull Media Partners (each, a “Statement of Work“), or the authority to make media buys on behalf of the Client or any other Pass-through Expenses (each, an “Insertion Order”). The initial accepted Statement of Work is referred to as the Onboarding Agreement. Additional Statements of Work or Insertion Orders shall be deemed issued and accepted based on an Electronic Signature by the Client Representative (as defined in below), agreeing to the terms of a Statement of Work or an Insertion Order. An Electronic Signature associated with a Statement of Work or Insertion Order will make that Statement of Work or Insertion Order a written document signed by that party. For example, sending email approving an amendment to a Statement of Work or Insertion Order or accepting a new Statement of Work or Insertion Order will constitute an Electronic Signature for purposes of binding the parties to a written document under this Agreement.
3. Shull Media Partners Obligations. Shull Media Partners shall:
   • 3.1 Designate employees or contractors that it determines, in its sole discretion, to be capable of filling the following positions:
     • (a) A primary contact to act as its authorized representative with respect to all matters pertaining to this Agreement (the “Shull Media Partners Account Executive“).
     • (b) A number of employees or contractors that it deems sufficient to perform the Services set out in each Statement of Work, (collectively, with the Shull Media Partners Account Executive, “Shull Representatives“).
   • 3.2 Make no changes to the Shull Media Partners Account Executive except:
     • (a) With reasonable notice to Client.
     • (b) Upon the resignation, termination, death or disability of an existing Shull Representative.
   • 3.3 Submit to Client all advertising, promotional, marketing, publicity, and other creative materials intended for public communication for Client’s written approval prior to release (e-mail or any Electronic Signature) shall constitute “written approval” for this purpose). Agency shall follow the approval procedures set out in each Statement of Work. Agency shall not be responsible for missed deadlines due to any late approval by Client. Client shall be responsible for coordinating the review of materials by its own legal counsel.
4. Client Obligations. Client shall:
   • 4.1 Designate one of its employees or agents to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “Client Representative“), with such designation to remain in force unless and until a successor Client Representative is appointed.
   • 4.2 Require that the Client Representative respond promptly to any reasonable requests from Shull Media Partners for instructions, information, or approvals required by Shull Media Partners to provide the Services.
   • 4.3 Cooperate with Shull Media Partners in its performance of the Services and provide access to Client’s premises, employees, contractors, data, and equipment as required to enable Shull Media Partners to provide the Services.
   • 4.4 Take all steps necessary, including obtaining any required licenses or consents, to prevent Client-caused delays in Shull Media Partners’ provision of the Services.
   • 4.5 Provide copies of or access to Client’s logos, information, documents, samples, products, services, or other materials (collectively, “Client Materials“) as Shull Media Partners may request in order to carry out the Services in a timely manner, and ensure that they are complete and accurate in all material respects.
5. Fees and Expenses.
   • 5.1 In consideration of the provision of the Services by the Shull Media Partners and the rights granted to Client under this Agreement, Client shall pay the fees set out in the applicable Statement of Work or Insertion Order. Payment to Shull Media Partners of such fees and the reimbursement of expenses pursuant to this Section 5 shall constitute payment in full for the performance of the Services. Unless otherwise provided in the applicable Statement of Work or Insertion Order, said fee will be payable within fifteen (15) days of receipt by the Client of an invoice from Shull Media Partners but in no event more than thirty (30) days after completion of the Services performed pursuant to the applicable Statement of Work.
   • 5.2 Client shall reimburse Shull Media Partners for all expenses incurred in accordance with the applicable Statement of Work or Insertion Order if such expenses have been pre-approved, in writing by the Client Representative in accordance with Section 5.1 for the Pass-through Expenses at actual cost, plus a mark-up of not more than fifteen percent 15% (or any higher percentage expressly stated in a Statement of Work or an Insertion Order), subject to Section 5.3.
   • 5.3 Client 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 Client hereunder; and to the extent Shull Media Partners is required to pay any such sales, use, excise, or other taxes or other duties or charges, Client shall reimburse Shull Media Partners in connection with its payment of fees and expenses as set forth in this Section 5. Notwithstanding the previous sentence, in no event shall Client pay or be responsible for any taxes imposed on, or regarding, Shull Media Partners’ income, revenues, gross receipts, personnel, or real or personal property or other assets.
   • 5.4 Except for invoiced payments that the Client has successfully disputed, all late payments shall bear a late fee of 1.5%. Client shall also reimburse Shull Media Partners for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Shull Media Partners does not waive by the exercise of any rights hereunder), Shull Media Partners shall be entitled to suspend the provision of any Services if the Client fails to pay any amounts when due hereunder and such failure continues for seven (7) days following written notice thereof.
6. Limited Warranty and Limitation of Liability.
   • 6.1 Shull Media Partners warrants that it shall perform the Services:
     • (a) In accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement.
     • (b) Using personnel of commercially reasonable skill, experience, and
     • (c) In a workmanlike and professional manner in accordance with generally recognized industry standards for similar services.
   • 6.2 Shull Media Partners’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of this warranty shall be as follows:
     • (a) Shull Media Partners shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Shull Media Partners cannot cure such breach within a reasonable time (but no more than thirty (30) days after Client’s written notice of such breach, Client may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 9.2.
     • (b) In the event the Agreement is terminated pursuant to Section 6.2(a) above, Shull Media Partners shall within 30 (thirty) days after the effective date of termination, refund to Client any fees paid by the Client as of the date of termination for the Service or Deliverables (as defined in Section 7 below), less a deduction equal to the fees for receipt or use of such Services up to and including the date of termination on a pro-rated basis.
     • (c) The foregoing remedy shall not be available unless Client provides written notice of such breach within thirty (30) days after performance of such Service by Shull Media Partners.
   • 6.3 SHULL MEDIA PARTNERS MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 6.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
7. Intellectual Property.
   • 7.1 All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights“) in and to all documents, work product and other materials that are delivered to Client under this Agreement or prepared by or on behalf of the Shull Media Partners in the course of performing the Services, including any items identified as such in the Statement of Work (collectively, the “Deliverables“) except for any Confidential Information of Client or Client Materials shall be owned by Shull Media Partners. Shull Media Partners hereby grants Client a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Client to make reasonable use of the Deliverables and the Services. Client and its licensors are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to all Client Materials, including all Intellectual Property Rights therein. Shull Media Partners shall have no right or license to use any Client Materials other than during the Term to the extent necessary to provide the Services to Client, and all other rights in and to the Client Materials are expressly reserved by Client.
   • 7.2 License to Certain Client Intellectual Property.
     • (a) Subject to and in accordance with the terms and conditions of this Agreement, Client grants Shull Media Partners a limited, non-transferable, non-sublicensable (except to subcontractors reasonably necessary to carry out the Services), non-exclusive license during the Term to use, solely in connection with its performance of the Services: (i) Client’s Intellectual Property Rights reasonably necessary to create the Deliverables (ii) Client’s website addresses, websites, and URLs reasonably necessary to create the Deliverables.
     • (b) Client grants no other right or license to any of its Intellectual Property Rights to Shull Media Partners by implication, estoppel, or otherwise. Service Provider acknowledges that Client owns all right, title, and interest in, to, and under all its Intellectual Property Rights and that Service Provider shall not acquire any proprietary rights therein. Any use by Service Provider or any affiliate, employee, officer, director, partner, shareholder, agent, attorney, third-party advisor, successor, or permitted assign (collectively, “Representatives”) of Service Provider subcontractors of any of Client’s Intellectual Property Rights and all goodwill associated therewith shall inure to the benefit of Client.

8. Confidentiality. From time to time during the Term, either party (as the “Disclosing Party“) may disclose or make available to the other party (as the “Receiving Party“) information about its business affairs and services including but not limited to scripts, creative strategy, and pricing, confidential information, and materials comprising or relating to Intellectual Property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information“). Provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 8; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section 8 only, Receiving Party’s Group shall mean the Receiving Party’s affiliates and its or their employees, officers, directors, shareholders, members, managers, agents, independent contractors, sublicensees, subcontractors, attorneys, accountants, and financial advisors.

9. Non-Circumvention and Non-Solicitation.
   • 9.1 The Client shall not, directly or indirectly, except in collaboration with or with the prior express written consent of Shull Media Partners:
     • (a) enter into any transaction with any party introduced to the Client by Shull Media Partners (the “Introduced Party“) similar to, in competition with, or which otherwise could have the effect of preventing Shull Media Partners from receiving the full benefit of, the transactions contemplated by this Agreement;
     • (b) solicit the Introduced Party to enter into any such transaction; or
     • (c) induce, solicit, procure, or otherwise encourage its Representatives or any other third party, or respond to any solicitation from any of the same, to enter into any such transaction.
   • 9.2 Except as may be provided in any definitive written agreement between the Parties entered into after the date hereof, Client agrees that during the term of this Agreement and for a period of twenty-four months after the expiration or earlier termination of this Agreement without obtaining the prior written consent of Shull Media Partners, neither the Client nor any of its affiliates or representatives (each, a “Restricted Person“) shall directly or indirectly, for itself or on behalf of another person or entity:
     • (a) solicit for employment or otherwise induce, influence, or encourage to terminate employment with Shull Media Partners, or employ, or engage as an independent contractor, any current or former employee of Shull Media Partners,] with whom the Restricted Person had contact or who became known to the Restricted Person in connection with the Services (each, a “Covered Employee“), except (i) pursuant to a general solicitation through the media or by a search firm, in either case, that is not directed specifically to any employees of Shull Media Partners, unless such solicitation is undertaken as a means to circumvent the restrictions contained in or conceal a violation of this Section 9.2(a) or (ii) if Shull Media Partners terminated the employment of such Covered Employee before the Restricted Person having solicited or otherwise contacted such Covered Employee or discussed the employment or other engagement of the Covered Employee; or
     • (b) induce, influence, or encourage, any subcontractor, endorser, client, customer, supplier, or other similar third party of that became known to the Restricted Person directly or indirectly pursuant to any Confidential Information or any discussions or communications relating to the evaluation or negotiation of the Services (each, a “Covered Vendor“) to alter, terminate, or breach its contractual or other business relationship with Shull Media Partners, or solicit business from any Covered Vendor. Notwithstanding the foregoing, nothing in this Section 9.2(b) restricts any Restricted Person from soliciting business from or engaging in business with any Covered Vendor in the normal course of business, so long as the Restricted Person does not use any Confidential Information to identify such Customer or Supplier or to communicate or negotiate with such Customer or Supplier.
   • 9.3 Clients that the duration, scope, and geographical area of the restrictions contained in this Section 1 are reasonable. Upon a determination that any term or provision of this Section 9 is invalid, illegal, or unenforceable, the court may modify this Section 9 to substitute the maximum duration, scope, or geographical area legally permissible under such circumstances to the greatest extent possible to effect the restrictions originally contemplated by the Parties hereto.
10. Term, Termination, and Survival.
    • 10.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work or Insertion Orders unless sooner terminated pursuant to Section 10.2 or Section 10.3.
    • 10.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party“) if the Defaulting Party:
      • (a) Breaches this Agreement, and the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach, or such breach is incapable of cure.
      • (b) Becomes insolvent or admits its inability to pay its debts generally as they become due.
      • (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is not dismissed or vacated within forty-five (45) days after filing.
      • (d) Is dissolved or liquidated or takes any corporate action for such purpose.
      • (e) Makes a general assignment for the benefit of creditors.
      • (f) 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.
    • 10.3 Notwithstanding anything to the contrary in Section 10.2(a), Shull Media Partners may terminate this Agreement before the expiration date of the Term on written notice if Client fails to pay any amount when due hereunder: (a) and such failure continues for seven (7) days after Client’s receipt of written notice of nonpayment; or (b) more than two (2) times in any twelve (12) month period.
    • 10.4 The rights and obligations of the Parties set forth in this Section 10.4 and in Sections 5, 6, 7, 8, 9, 10, 11, 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.
11. Limitation of Liability.
    • 11.1 IN NO EVENT SHALL SHULL MEDIA PARTNERS BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, 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 SHULL MEDIA PARTNERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    • 11.2 IN NO EVENT SHALL SHULL MEDIA PARTNERS’S AGGREGATE 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 TWO (2) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SHULL MEDIA PARTNERS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12. Entire Agreement. This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Statement of Work, the terms and conditions of this Agreement shall supersede and control.
13. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice“, and with the correlative meaning “Notify“) must be in writing and addressed to the other Party at the addresses set forth in the Onboarding Agreement, Statement of Work, or Insertion Order or to such other address that the receiving Party may designate from time to time in writing in accordance with this Section 13). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified, email (with confirmation of transmission), or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 13.
14. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be 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. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
15. Amendments. Except for Statements of Work, no amendment to or modification of or rescission, termination or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination or discharge of this Agreement and signed by an authorized representative of each Party.
16. Waiver. No waiver by any Party of any of the provisions of this Agreement 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 right, 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.
17. Assignment. Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Shull Media Partners. Any purported assignment or delegation in violation of this Section 17 shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this Agreement. Shull Media Partners may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Shull Media Partners’ assets without Client’s consent.
18. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
19. Relationship of the Parties. The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by Shull Media Partners shall be under its own control, Client being interested only in the results thereof. The Shull Media Partners shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give the Client the right to instruct, supervise, control, or direct the details and manner of the completion of the Services.  The Services must meet the Client’s final approval and shall be subject to the Client’s general right of inspection throughout the performance of the Services and to secure satisfactory final completion. 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.
20. No Third-Party Beneficiaries. Subject to the next paragraph, this Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

The Parties hereby designate third parties with the right to receive payment for Pass Through Expenses as third-party beneficiaries of Section 5 having the right to enforce Section 5.

21. Equitable Remedies. Client acknowledges and agrees that (a) a breach or threatened breach by it of any of its obligations under Section 8 and Section 9 would give rise to irreparable harm to Shull Media Partners for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by Client of any such obligations, Shull Media Partners shall, in addition to any and all other rights and remedies that may be available to it at law, at equity or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Client agrees that it will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 22.
22. Choice of Law. Choice of Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Ohio, United States of America (including its statutes of limitations and R.C. 2307.39), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio.
23. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the US District Court for the Southern District of Ohio or, the courts of the State of Ohio sitting in the County of Delaware, Ohio, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the US District Court for the Southern District of Ohio or, the courts of the State of Ohio sitting in the County of Delaware, Ohio. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
24. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH 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, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
25. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in Section 13, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.