Terms of Sale.

All sales by from PANL, LLC (“PANL”) to its customers (each, a “Buyer”) are subject to these terms and conditions (“Terms”). Buyer’s acceptance of these Terms may be made by submitting the first installment payment listed on the accompanying Order quotation. These Terms apply to the purchase and sale of the home framing kits (“Kits”) identified on the accompanying Order by Buyer.

1. Entire Agreement. The Order and these Terms (collectively, this “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. Any counteroffer is hereby rejected.

2. Payment.

2.1 Prices. Buyer shall purchase the Kits from PANL in accordance with the payment schedule and at the prices (“Prices”) set forth in the Order. Prices quoted will remain firm if fabrication of the Kits commences (“Fabrication Date”) within six (6) months of receipt of the first payment installment. The Fabrication Date identified in the Order is an estimate date, not a guarantee. If fabrication has not begun within such six (6) month period, the Price may be adjusted upon written notice from PANL to Buyer and added to the undelivered second payment installment amount specified in the Order. Such adjustment shall be based on increases in raw material, labor or manufacturing, and packaging costs, or governmental legislation, regulation, or orders providing for tax on any work, materials, goods, sales, use or process.

2.2 Payment. Following the first installment payment by Buyer, PANL shall issue invoices to Buyer in accordance with the Order and these Terms. Buyer shall pay to PANL all invoiced amounts within thirty (30) days from Buyer’s receipt of such invoice. For the avoidance of doubt, Buyer acknowledges and agrees (a) the first installment of payment to PANL shall be a down payment of 50% of the total cost of such Kits, due and payable as acceptance of the Order, and (b) the second installment of payment to PANL shall be a non-refundable payment of the remaining unpaid amount, due and payable net thirty (30) days following receipt of an invoice from PANL, which shall be issued after the Fabrication Date. All Prices exclude shipping charges, insurance, and taxes related to the Kits, and any duties and charges of any kind imposed with respect to, or measured by, the manufacture, sale, shipment, use, or Price of the Kits (including interest and penalties thereon).

2.3 Late Payments. Buyer shall pay interest on all late payments, calculated daily and compounded monthly, at the higher of the rate of 1.5% per month or the highest rate permissible under applicable law. Buyer shall also reimburse PANL for all reasonable costs incurred by PANL in collecting any late payments, including attorneys’ fees and court costs. In addition to all other remedies available under this Agreement or at law (which PANL does not waive by the exercise of any rights under this Agreement), if Buyer fails to pay any undisputed amounts when due under this Agreement, PANL may terminate this Agreement.

3. Changes.

3.1 Consent. Absolutely no changes or modifications can be made to an Order without PANL’s consent. Buyer shall submit details of any requested change to PANL in writing. Following notice of Buyer’s requested change to the Order, PANL shall, within a reasonable time, provide a written estimate to Buyer of: (a) the likely time required to implement the change; (b) any necessary variations to the Price and other charges for the Kits arising from the change; and (c) any other impact the change might have on the performance of this Agreement.

Neither party shall be bound by any change request unless mutually agreed in writing.

3.2 Changes Prior to Fabrication Date. Notwithstanding the above, if Buyer changes the Order prior to the Fabrication Date and such change increases the total Price listed in the current Order, Buyer shall pay to PANL, within thirty (30) days of receipt of invoice, any fees that would have been charged under the first payment installment should such Price have been originally listed in the Order.

3.3 Changes Following Fabrication Date. Notwithstanding the above, if Buyer changes the Order after the Fabrication Date and such change increases the total Price listed in the current Order, Buyer shall immediately pay (a) any fees that would have been charged under the first installment should such Kit unit(s) have been originally listed in the Order, and (b) a lump-sum, non-refundable fee in the amount of 50% of the difference between the original Price and the revised Price (e.g., if fabrication has begun on a $50,000 Kit unit, and Buyer switches to a $100,000 Kit unit, Buyer will be immediately charged for any fees that would have been charged under the first installment should such Kit have been originally selected, plus a $25,000 change fee). If Buyer wishes to change the Order to Kit(s) priced equal to or less than the Price listed in the Order, there will be no change in Price, and Buyer will not be issued any refunds.

4. Fabrication and Delivery.

4.1 Estimated Delivery. Fabrication of the Kits is subject to the manufacturer and the manufacturer’s timelines. Typically, fabrication of the Kits is completed within six (6) weeks of the Fabrication Date. PANL shall use reasonable efforts to ship the Kits within (2) weeks following such completion of fabrication (“Shipment Date”). PANL shall deliver the Kits to the location listed on the Order (the “Delivery Location”) using PANL’s standard methods for packaging and shipping such Kits and notify Buyer upon shipment of the Kits. Buyer understands that the anticipated Fabrication Date listed in the Order and the estimated delivery turnaround identified herein are estimates only and can vary. Most fabrication timelines are shorter than six (6) weeks; however, PANL can make no guarantees such shortened timeline will occur. In no event will PANL be liable for any damages or expenses caused by delays in delivery times or early arrivals.

4.2 Title. Delivery of the Kits shall be made FOB Delivery Location. Title and risk of loss passes to Buyer upon delivery of the Kits at the Delivery Location. Notwithstanding the above, PANL shall not be liable for delays or defaults in deliveries due to causes beyond PANL’s control and without its fault or negligence.

4.3 Unloading. Buyer shall be responsible for all unloading costs and provide equipment and labor reasonably suited for receipt of the Kits at the Delivery Location. Buyer will unload and release all transportation equipment promptly so PANL incurs no demurrage or other expense.

5. Acceptance.

5.1 Inspection. All Kits shall be received subject to Buyer’s right of inspection and rejection. Buyer has three (3) days from receipt of Kits to inventory, inspect, and reject, and account for all materials delivered.

5.2 Defective Kits. Any Kits which Buyer claims are defective or non-conforming shall be evaluated by PANL and the manufacturer’s quality assurance team to determine the validity of the claim and to generate the necessary corrective action. PANL, at its sole option, may correct the defect or replace the Kits that it determines are defective, subject to normal production schedules of the manufacturer and shipment.

Replaced Kits will be sent to PANL, freight prepaid. Defective Kits may be held for PANL’s instruction and, if PANL directs, shall be returned at PANL’s expense. Buyer has three (3) days after delivery to notify PANL of any defects and, after the three (3) day period has passed, no returns will be accepted.

5.3 Non-Delivery. PANL shall not be liable for any non- delivery of Kits unless Buyer gives written notice to PANL of the non- delivery within five (5) days of the date when the Kits would in the ordinary course of events have been received. Any liability of PANL for non-delivery of the Kits shall be limited to replacing the Kits within a reasonable time. Buyer acknowledges and agrees that the remedies set forth in this Section are Buyer’s exclusive remedies for any non-delivery of Kits.

6. Cancellation.

6.1 By Buyer. Buyer may cancel the Order upon thirty (30) day notice to PANL. If Buyer cancels the Order prior to the Fabrication Date, Buyer shall be refunded 25% of Buyer’s fees already paid. If Buyer cancels the Order following the Fabrication Date, Buyer shall only be entitled to a refund of shipping fees to the extent already paid. Cancellation of the Order will not affect any rights or obligations of the parties that come into effect upon or after termination of this Agreement or otherwise survive the expiration or earlier termination of this Agreement. All fees hereunder shall remain subject to Section 2.3.

6.2 By PANL. Each of the following events or conditions shall constitute a breach by Buyer and shall give PANL the right, without an election of remedies, to terminate this Agreement, require payment prior to shipping, or suspend performance by delivery of written notice declaring termination: (a) any failure by Buyer to pay amounts when due; (b) any general assignment by Buyer for the benefit of its creditors, or if Buyer becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors, or makes or proposes to make any proposal or arrangement with creditors, or if any steps are taken for the winding up or other termination of Buyer or the liquidation of its assets, or if a trustee, receiver, or similar person is appointed over any of the assets or interests of Buyer; or (c) any failure by Buyer to perform or comply with any material provision of this Agreement.

7. Certain Obligations of Buyer. Notwithstanding anything to the contrary in this Agreement, Buyer shall not: (a) separate any component of the Kits or accessories sold, bundled or packaged with the Kits from such Kits or sell, license or distribute such component on a standalone basis, or remove, translate or modify the contents or documentation of or related to such component or accessories, including any customer license agreements or warranty statements; (b) use the Kits in an any manner that is outside the purpose, scope or manner of use authorized by this Agreement, or in any manner contrary to PANL’s instructions; or (c) alter, obscure, or remove any safety notices placed on the products purchased under this Agreement (including Kits).

8. Compliance with Laws. Compliance with any local building, zoning, or permitting codes or other laws or regulations relating to specifications or the location, use or operation of the Kits is the sole responsibility of Buyer. Buyer shall at all times comply with all laws applicable to this Agreement, Buyer’s performance of its obligations hereunder, and Buyer’s use or sale of the Kits. Without limiting the generality of the foregoing, Buyer shall (a) at its own expense, maintain all certifications, credentials, licenses, and permits necessary to install, construct or use of the Kits and (b) not engage in any activity or transaction involving the Kits, by way of resale, lease, shipment, use or otherwise, that violates any law.

9. Warranty.

9.1 General. PANL warrants that the Kits shall be new unless otherwise specified, of good quality, in conformance with the Order, and free from defective workmanship and materials (“Warranty”). PANL’s warranty does not include damage or failure arising from: wear and tear, corrosion, erosion, deterioration; modifications made by others to the Kits; repairs or alterations by a party other than PANL that adversely affects the stability or reliability of the Kits; vandalism; neglect; accident; adverse weather or environmental conditions; abuse or improper use; improper installation; commissioning by a party other than PANL; unusual physical or electrical or mechanical stress; operation with any accessory, equipment or part not specifically approved by PANL; or lack of proper maintenance as recommended by PANL. PANL’s obligations and liabilities under this Warranty are limited to furnishing replacement equipment or parts, at its option and cost, FOB Delivery Location, for all nonconforming Kits which have been returned by Buyer to PANL. Notwithstanding the above, PANL shall not be liable for a breach of the Warranty unless: (i) Buyer gives written notice of the defective or non-conforming Kits reasonably described, to PANL within three (3) days of the time when Buyer discovers or ought to have discovered the defect; (ii) if applicable, PANL is given a reasonable opportunity after receiving the notice of breach of the Warranty to examine such Kits and Buyer (if requested to do so by PANL) returns such Kits to PANL’s place of business at PANL’s cost for the examination to take place there; and (iii) PANL reasonably verifies Buyer’s claim that the Kits are defective or non-conforming. Returns must have prior written approval by PANL.

PANL may withdrawal or withhold the Warranty for Kits until paid in full. THE REMEDIES SET FORTH IN THIS SECTION ARE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND PANL’S ENTIRE LIABILITY FOR ANY BREACH OF THE WARRANTY.

9.2 DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES; NON-RELIANCE. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 9.1, (A) NEITHER PANL NOR ANY PERSON ON PANL’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OR PERFORMANCE OF KITS, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY PANL, OR ANY OTHER PERSON ON PANL’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 9.1 OF THIS AGREEMENT. PANL MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING PREVENTION OF MOLD/MOULD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR ANY OTHER CONTAMINATES.

9.3 Third-Party Products. Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Kits. Third- Party Products are not covered by the warranty in Section 10.1. For the avoidance of doubt, PANL MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

10. Indemnification.

10.1 Indemnification. Subject to the terms and conditions of this Agreement, Buyer shall indemnify, defend and hold harmless PANL and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party/awarded against Indemnified Party (collectively, “Losses”), arising out or resulting from any third-party claim or any direct claim against Buyer alleging: (a) any negligent or more culpable act or omission of Buyer or its contractors, subcontractors and agents (including any recklessness or willful misconduct); (b) any bodily injury, death of any person or damage to real or tangible personal property caused by the acts or omissions of Buyer, its contractors, or its agents; or (c) any failure by Buyer, its contractors, or its agents to materially comply with any applicable laws or in any manner contrary to PANL’s operational instructions.

11. Limitation of Liability.

11.1 Liability. To the fullest extent permitted by law, the total liability, in the aggregate of PANL, the manufacturer, and any suppliers to Buyer and anyone claiming by, through, or under Buyer, for any and all injuries, claims, losses, expenses, or damages, including without limitation attorneys’ fees, arising out of or in any way related to the Kits or the Agreement, from any cause or causes whatsoever, including, but not limited to, negligence, strict liability, indemnity, or breach of contract shall not exceed the amounts paid and the amounts accrued but not yet paid to PANL pursuant to this Agreement and the Order giving rise to the claim. IN NO EVENT SHALL PANL BY REASON OF ANY BREACH, WARRANTY OR OTHERWISE BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DELAY, DISRUPTION, OR LOSS OF ANTICIPATED PROFITS OR REVENUE.

11.2 Force Majeure Event. PANL shall not be liable or responsible to Buyer, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond PANL’s reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (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) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of PANL.

Notwithstanding anything herein to the contrary, a Force Majeure Event shall not relieve Buyer from any losses suffered by PANL with respect to (a) products ordered by Byer and which are already in transit to Buyer, and (b) products that are specifically fabricated and not readily salable to others.

11.3 ASSUMPTION OF RISK. Buyer understands this Agreement governs the purchase and sale of Kits only. PANL does not offer construction services. Buyer is responsible for either constructing the Kit(s) or hiring a General Contractor of Buyer’s choice to complete the Kit build. For the avoidance of doubt, PANL is not a home construction service provider under The Home Construction Service Suppliers Act – Hcssa – Ohio Revised Code 4722.01 Et Seq. or similar laws that may be applicable. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF THE KITS IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY PANL, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE KITS.

12. Intellectual Property Rights.

12.1 Rights in the Kits. PANL retains all ownership, license and other rights to all patents, trademarks, copyrights, trade secrets and other intellectual property rights related to the Kits, and, except for the right to use the Kits sold, Buyer obtains no rights to use any such intellectual property, including, but not limited to (i) patents; (ii) trademarks; (iii) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, and other specifications and documentation; (iv) trade secrets; and (v) all industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world (collectively, the “Intellectual Property Rights”). Buyer shall not acquire any intellectual property interest or goodwill from the use of the Kits under this Agreement. Buyer shall have the right to use PANL’s Intellectual Property Rights in accordance with this Agreement and the instructions of PANL solely as necessary to make use of the Kits purchased under this Agreement for their intended purpose.

12.2 Feedback. If Buyer or any of its employees or contractors sends or transmits any communications or materials to PANL by mail, email, telephone, or otherwise, suggesting or recommending changes to the Kits or PANL’s Intellectual Property Rights, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), PANL is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Buyer hereby assigns to PANL on Buyer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and PANL is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although PANL is not required to use any Feedback.

12.3 Prohibited Acts. Buyer shall not: (a) take any action that may interfere with any of PANL’s rights in or to PANL’s Intellectual Property Rights, including PANL’s ownership or exercise thereof; (b) challenge any right, title, or interest of PANL in or to PANL’s Intellectual Property Rights; (c) make any claim or take any action adverse to PANL’s ownership of PANL’s Intellectual Property Rights; (d) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the products purchased under this Agreement (including Kits) or any PANL’s trademark; (e) misappropriate any of PANL’s trademarks for use as a domain name without prior written consent from PANL; or (f) alter, obscure, or remove any of PANL’s trademarks or trademark or copyright notices or any other notices placed on the products purchased under this Agreement (including Kits).

13. Insurance. Buyer shall, at its own expense, maintain and carry in full force and effect all-risk property insurance covering the Kits at its own expense.

14. Miscellaneous.

14.1 Further Assurances. Upon PANL’s reasonable request, Buyer shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.

14.2 Relationship of the Parties. The relationship between PANL and Buyer is solely that of vendor and vendee, and they are independent contracting parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.

14.3 Survival; Statute of Limitations. Subject to the limitations and other provisions of this Agreement Sections 6, 9, 10, 11, and 12 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, will survive the expiration or earlier termination of this Agreement for the period specified therein, or if nothing is specified for a period of twelve (12) months after such expiration or termination.

14.4 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement to the Buyer shall be in writing and addressed to its address set forth in the Order. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement to the Buyer shall be in writing and addressed to ________________. All notices must be delivered by personal delivery, nationally recognized overnight courier, or certified 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.

14.5 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

14.6 Amendment and Modification. No amendment to 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.

14.7 Waiver. No waiver under this Agreement is effective unless it is in writing and signed by an authorized representative of the party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion.

14.8 Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties or otherwise. Notwithstanding the previous sentence, the parties intend that Buyer’s rights under Sections 5 and 9 are such party’s exclusive remedies for the events specified therein.

14.9 Equitable Remedies. Both parties acknowledge and agree that (a) a breach or threatened breach by Buyer of any of its obligations under Section 12 would give rise to irreparable harm to the other for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach of any such obligations, PANL shall, in addition to any and all other rights and remedies that may be available 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.

14.10 Assignment. Buyer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of PANL. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

14.11 Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.

14.12 No Third-Party Beneficiaries. This Agreement benefits solely the parties to this Agreement and their respective permitted successors and permitted 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.

14.13 Governing Law; Forum. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Ohio. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Kits provided hereunder shall be instituted in the federal courts of the United States or the courts of the State of Ohio, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

14.14 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.