These Terms and Conditions ("Agreement") govern all purchases of products and services from Induction Therapies, LLC  ("Seller," "we," "our," or "us") by the purchasing customer ("Buyer," "Customer," or "you"). By placing an order, submitting payment, approving artwork, or otherwise engaging Seller for products or services, Buyer agrees to be bound by this Agreement.

Seller may update or modify these Terms and Conditions at any time in its sole discretion. Any changes will apply to all orders placed after the updated Terms are posted. The version in effect at the time an order is placed shall govern that order in its entirety.

Seller provides private label cosmetic manufacturing and related labeling services using Seller’s existing product formulations and standard packaging options.

Products and services may include, but are not limited to:

• Private label cosmetic products 

• Packaging and labeling services 

• Graphic design and artwork preparation 

• Limited product customization services, only if expressly agreed to by Seller in writing 

Unless otherwise agreed in writing, products are sold using Seller’s existing formulations, packaging components, manufacturing processes, and available inventory options.

All products and services are subject to availability. Seller reserves the right to discontinue, modify, substitute, or update products, packaging, ingredients, vendors, or service offerings at any time and without prior notice.

If Buyer fails to complete required approvals, provide instructions, or respond within applicable timeframes, Seller may proceed with production using Seller’s standard product configuration, packaging, and branding options. In such cases, Buyer acknowledges and agrees that Seller may proceed using Seller’s standard product configuration, packaging, and branding options, and such production shall be deemed authorized by Buyer based on Buyer’s failure to provide required approvals or communications within the applicable timeframe.

All orders are subject to acceptance by Seller.

Seller reserves the right to reject, limit, delay, or cancel any order at Seller’s sole discretion, including but not limited to situations involving:

• Product availability 

• Supply chain disruptions 

• Packaging shortages 

• Pricing errors 

• Compliance concerns 

• Outstanding balances 

• Suspected fraud or misuse 

An order is not considered accepted or final until:

1. Seller confirms acceptance of the order; 

2. Full payment has been received; and 

3. Buyer has approved all required artwork, specifications, and proofs. 

A minimum order quantity of twelve (12) units per product applies unless otherwise agreed by Seller in writing.

Seller will not begin artwork preparation, production, printing, labeling, packaging, or shipment until full payment has been received.

Orders may not be modified, canceled, or refunded once production or artwork work has begun, except at Seller’s sole discretion.

All prices, quotes, freight estimates, and product availability are subject to change without notice until an order has been accepted and paid in full.

Unless otherwise agreed by Seller in writing:

• Full payment is required before any artwork, production, labeling, packaging, or shipping work begins; 

• All sales are processed in U.S. Dollars; 

• Buyer is responsible for all applicable taxes, duties, tariffs, shipping charges, carrier surcharges, wire fees, and related costs. 

Seller reserves the right to correct pricing, typographical, inventory, or calculation errors at any time prior to order acceptance.

If a payment is declined, reversed, disputed, or charged back:

• Seller may immediately suspend all pending work and shipments; 

• Seller may cancel open orders; 

• Buyer shall remain responsible for all completed work, incurred costs, and outstanding balances; 

• Buyer may be responsible for any chargeback fees, collection costs, or related administrative expenses incurred by Seller. 

Seller reserves the right to refuse future orders from customers with prior payment disputes, chargebacks, fraudulent activity, or unpaid balances.

Seller may provide graphic design, logo development, label creation, artwork preparation, and related branding services as part of Buyer’s private label order. All design services are subject to separate fees, timelines, revision limits, and approval requirements as set forth in this Agreement.

Unless otherwise agreed in writing, all design services are delivered digitally and stored or shared via email or such other manner as may be necessary due to file size

Seller offers the following limited logo and production-related design services:

(a) Basic Logo Setup — No Charge

• Buyer provides completed logo files

• Submitted files must be Vector files and suitable for production and branding use without reconstruction 

• Seller may perform minor technical adjustments strictly for production compatibility, including file conversion, resolution adjustment, color mode adjustment, and formatting 

• Minor technical adjustments do not include logo creation, redesign, reconstruction, vectorization, or restoration of low-quality, AI-generated, rasterized, or non-production-ready artwork 

• Any work requiring recreation, redesign, or substantial modification of submitted artwork shall be treated as a paid design service under this Agreement 

Includes:

• Initial intake process and brand style direction (questionnaire and/or written correspondence) 

• Development of two (2) initial logo concepts/options 

• Up to two (2) revision rounds 

• Final delivery of approved logo files in Vector and PDF formats 

• Black, white, and full-color variations 

• Delivery via email or other means as necessary due to file size

The Private Label Logo Design Services fee shall be waived if the order for which the design services are being provided has a product subtotal of at least One Thousand Dollars ($1,000 USD), excluding shipping charges, taxes, design fees, and any other non-product charges, as determined by Seller.

(c) Seller Discretion Regarding Design and Revision Fees

Seller may, in its sole discretion, waive, reduce, credit, modify, or decline any design fee, revision fee, or related charge for any Buyer, order, or project. Any such waiver, reduction, credit, or modification shall be a voluntary accommodation and shall not create any obligation, precedent, course of dealing, or entitlement with respect to any future order, project, or Buyer.

The Private Label Logo Design package includes two (2) revision rounds.

A “revision round” is defined as a single consolidated set of feedback and requested adjustments submitted at one time.

Reasonable revisions include adjustments to:

• Typography 

• Layout 

• Color 

• Spacing 

• Icon or design element refinements 

Additional revision rounds beyond those included are billed at $150 per round.

Any requests that substantially change the approved design direction or require new logo concepts after initial approval may be treated as a new design project and billed separately at Seller’s discretion.

Buyer is responsible for:

• Providing accurate and complete branding direction and feedback 

• Reviewing all design concepts, proofs, and final artwork for accuracy prior to approval 

• Ensuring all content provided, requested, or approved by Buyer (including but not limited to names, logos, text, images, and design direction) does not infringe, misappropriate, or violate any third-party rights 

• Ensuring that Buyer has all necessary rights, licenses, or permissions to use any materials submitted or approved by Buyer, including any AI-generated, third-party sourced, or derivative content 

• Providing final written approval prior to any production or use 

Buyer acknowledges and agrees that Buyer assumes full responsibility and liability for the legal sufficiency, originality, and intellectual property clearance of all content provided or approved by Buyer.

Seller does not verify, and has no obligation to verify, the ownership, trademark availability, copyright status, or legal clearance of any Buyer-provided or Buyer-approved materials.

Seller is not responsible for errors, omissions, or legal issues arising from Buyer-provided or Buyer-approved content, including but not limited to intellectual property infringement claims.

Once Buyer provides final approval, the design is considered confirmed for use in production and governed by the approval and production terms of this Agreement.

Upon full payment of all applicable design fees, Buyer shall own the final approved logo design (“Final Deliverables”) created under the Private Label Logo Design service.

Ownership transfers only to the final approved design and does not include:

• Initial concepts 

• Rejected or unused drafts 

• Alternative design directions not selected by Buyer 

These remain the property of Seller.

Working files, layered source files, and editable design files are not included unless expressly agreed in writing and may be subject to additional fees.

Seller retains the right to display non-confidential versions of completed work in portfolios, case studies, or promotional materials unless Buyer requests in writing that such use be restricted prior to commencement of design work.

Design services may be provided independently or as part of a private label product order.

No product manufacturing, labeling, printing, or production will begin until:

1. All applicable design and artwork fees have been paid in full; and 

2. Buyer has provided final written approval of all required artwork and specifications. 

Buyer acknowledges that all artwork, labeling, and design materials created, developed, or used by Seller in connection with Buyer’s account, whether created prior to or during the term of this Agreement, may be retained by Seller and reused for future production of Buyer’s Products.

Unless otherwise agreed in writing, any design, label, or artwork that has been created, approved, or used in production for Buyer may be used by Seller for subsequent orders without additional approval.

Seller’s reuse of prior designs shall be consistent with Buyer’s established brand identity unless modified pursuant to Section 4.7.

Any request by Buyer to modify, revise, or update previously created or approved designs shall be treated as new design work and may be subject to additional fees in accordance with this Agreement.

Unless otherwise agreed in writing, all design work provided by Seller is intended for use as a single, unified brand identity across Buyer’s Products.

This includes consistent use of approved logos, typography, and core branding elements across all product types and packaging formats.

Design variations required solely due to packaging differences (including but not limited to tubes, jars, bottles, cartons, or boxes of differing dimensions) are permitted. However, Buyer is not entitled to separate or distinct branding identities, logo systems, or design directions for individual products, SKUs, or product categories within the same brand unless separately agreed in writing.

Any updates, modifications, or deviations from the established brand identity shall require separate approval by Seller and may be subject to additional design fees in accordance with this Agreement.

All artwork, proofs, mockups, packaging layouts, and product specifications are provided to Buyer for review and approval prior to production.

Buyer is solely responsible for reviewing all submitted materials, including but not limited to: branding, spelling, claims, ingredient listings, regulatory content, labeling accuracy, and packaging specifications.

No production, printing, labeling, or packaging will begin until Buyer has provided final written approval of all required artwork and specifications, except where otherwise stated in this Agreement.

Upon Buyer’s written approval, Seller is authorized to proceed with production based on the approved specifications.

Buyer must provide approvals, revisions, or feedback within fourteen (14) calendar days of Seller’s request.

If Buyer fails to respond within this timeframe, Seller may, at its sole discretion, take any of the following actions:

• Treat all outstanding proofs, artwork, and specifications previously submitted by Seller for approval as final and approved by Buyer, and proceed with production strictly based on those submitted materials; or 

·       Convert the order to Seller’s standard (non-customized) product configuration, packaging, and branding available at the time of fulfillment, and complete the order accordingly, which Buyer acknowledges may differ from originally requested custom specifications due to Buyer’s failure to provide required approvals or responses within the applicable timeframe.

Seller is not obligated to hold inventory, reserve production capacity, or delay production due to Buyer inactivity.

Buyer acknowledges and agrees that failure to respond within the stated timeframe constitutes authorization for Seller to proceed under either of the above options.

Buyer’s written approval, or approval deemed to have occurred under Section 5.2, shall be final, binding, and irreversible.

Upon approval or deemed approval:

• Seller is authorized to proceed with production without further review or confirmation from Buyer; 

• Buyer assumes full responsibility for all approved or deemed-approved specifications, including but not limited to artwork, labeling, product information, and packaging selections; 

• Seller shall not be liable for any errors, omissions, or inaccuracies contained in approved or deemed-approved materials; and 

• Buyer waives any right to dispute, revoke, or modify the approved production specifications once production has commenced. 

Buyer acknowledges that all approvals are made after having had a reasonable opportunity to review all submitted materials.

Buyer acknowledges that all payments are non-refundable once any of the following occurs:

• Design work has commenced under Section 4; and/or 

• Production has begun; and/or 

• Buyer fails to provide required approvals within the applicable timeframe and Seller proceeds under Section 5.2 

Delays caused by Buyer’s failure to respond or approve do not entitle Buyer to refunds, credits, or cancellation of orders.

Buyer acknowledges and agrees that, in the event of non-response or incomplete approvals, Seller may complete production using standard formulations, packaging, labeling, and branding configurations.

Such standard production outcome shall be deemed fully compliant with Buyer’s order where Buyer fails to complete required approvals or communications within the required timeframe.

Following Buyer’s final written approval or deemed approval under this Agreement, Seller shall use commercially reasonable efforts to complete production and ship the Products within fifteen (15) business days.

For purposes of this Agreement, “business days” shall mean Monday through Friday, excluding federal holidays observed in the United States.

Buyer acknowledges that production timelines may be affected by factors including, but not limited to, supply chain availability, material sourcing, carrier delays, regulatory constraints, or other circumstances beyond Seller’s reasonable control.

The provisions of this Section apply except where Buyer has provided approval or deemed approval of specific product specifications under Section 5, in which case Seller will use commercially reasonable efforts to conform to such approved specifications, subject to availability and manufacturing constraints.

Seller reserves the right to modify or substitute ingredients, packaging components, vendors, or raw materials when reasonably necessary due to:

• Availability constraints

• Supply chain disruptions

• Regulatory requirements

• Manufacturing considerations

• Product improvements

Natural ingredients and cosmetic products may vary slightly in:

• Color

• Texture

• Viscosity

• Fragrance

• Appearance

Such variations are commercially normal and shall not constitute defects.

Seller does not guarantee uninterrupted availability of any formula, ingredient, packaging component, or product line.

Seller shall arrange shipment of Products to Buyer using a commercially reasonable carrier selected by Seller or Buyer, as applicable.

Risk of loss, damage, or delay shall remain with Seller until the shipment is marked as “delivered” by the applicable shipping carrier’s tracking system to the delivery address provided by Buyer.

For purposes of this Agreement, “delivered” shall mean the date and time at which the shipping carrier’s tracking information reflects delivery confirmation at the destination address. For purposes of this Agreement, “delivery” shall have the same meaning across all Sections and shall refer exclusively to carrier tracking confirmation of delivery to the address provided by Buyer.

Once a shipment is marked as delivered by the carrier:

• Risk of loss transfers to Buyer in full; 

• Seller shall have no responsibility for loss, theft, or damage occurring after delivery confirmation; and 

• Buyer is solely responsible for securing the shipment after delivery, including any claims related to theft, mis-delivery after drop-off, or exposure to weather or environmental conditions. 

Seller is not responsible for delays caused by carriers, customs, weather events, or other circumstances beyond Seller’s reasonable control after shipment has been tendered to the carrier.

For purposes of this Agreement, “business days” shall mean Monday through Friday, excluding federal holidays observed in the United States.

Buyer acknowledges that production timelines may be affected by factors including, but not limited to, supply chain availability, material sourcing, carrier delays, regulatory constraints, or other circumstances beyond Seller’s reasonable control.

Buyer shall inspect all Products immediately upon delivery as defined in Section 7.

Any claims relating to shortages, damage, defects, incorrect quantities, or order discrepancies must be submitted to Seller in writing within ten (10) calendar days of delivery.

Claims submitted after this period shall be deemed waived and will not be eligible for review, replacement, credit, or other corrective action.

Buyer acknowledges that failure to timely report issues constitutes acceptance of the Products in their delivered condition.

Buyer acknowledges and agrees that Products are custom-branded and/or private label goods produced specifically for Buyer’s order.

Accordingly:

• All custom Products are non-returnable and non-refundable once production has begun; 

• Approved or deemed-approved artwork, labeling, and specifications are final and binding under Section 5; 

• Minor variations in color, packaging, texture, labeling alignment, or cosmetic appearance that do not materially affect product function do not constitute defects; 

• • Seller does not guarantee resale success, consumer acceptance, or commercial performance of any Products 

In the event of a timely and valid claim under Section 8.1, Seller may, at its sole discretion, determine the appropriate remedy, which may include replacement, repair, credit, or other corrective action.

Seller is not obligated to provide any specific remedy and may consider the nature of the issue, the extent of the defect, and production feasibility when determining any response.

To the fullest extent permitted by law, Seller makes no warranties, express or implied, beyond those expressly stated in this Agreement, including but not limited to implied warranties of merchantability or fitness for a particular purpose.

Buyer is solely responsible for ensuring that all products, labels, packaging, advertising, and marketing materials comply with all applicable federal, state, and local laws and regulations in all jurisdictions where products are sold or distributed, including but not limited to FDA regulations, FTC requirements, the Modernization of Cosmetics Regulation Act (MOCRA), the Fair Packaging and Labeling Act (FPLA), and any other applicable consumer protection or labeling laws.

Buyer is responsible for ensuring that all required labeling information, including but not limited to business name and address, product identity, ingredient declarations, net contents, warnings, and required disclosures, is accurate, complete, and legally compliant.

Buyer shall not request, direct, or approve any labeling, packaging, or marketing materials that would render a product non-compliant under applicable law.

Seller reserves the right to refuse to produce, print, apply, or ship any product or label that Seller reasonably believes may be non-compliant with applicable regulatory requirements.

Seller reserves the right to refuse to produce, print, apply, or ship any product, label, packaging, or related material that Seller reasonably determines to be non-compliant with applicable law or otherwise inappropriate, offensive, unsafe, or inconsistent with Seller’s compliance standards or business practices. Buyer acknowledges that Seller’s determination under this Section shall be made in Seller’s reasonable discretion and shall be final for purposes of production.

Seller will only produce labeling using Seller-approved attribution formats, which are limited to “Manufactured for” or “Distributed by.” Seller is not obligated to use any alternative wording or phrasing.

Buyer acknowledges that all labeling and artwork must be approved or deemed approved in accordance with Section 5 prior to production, and Buyer assumes full responsibility for the legal sufficiency of all approved or deemed-approved materials.

Buyer agrees to promptly notify Seller of:

• Adverse events

• Regulatory complaints

• Product safety concerns

• Government inquiries related to the products

Buyer shall indemnify, defend, and hold harmless Seller from any claims, penalties, losses, or liabilities arising out of Buyer-provided content, labeling instructions, or marketing representations.

Seller reserves the right to discontinue products or refuse orders that Seller determines may create regulatory, compliance, or safety risk.

To the fullest extent permitted by law:

Seller shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to lost profits, loss of business, loss of goodwill, business interruption, reputational harm, or loss of anticipated revenue, arising out of or related to any products or services provided under this Agreement.

Seller’s total aggregate liability for any and all claims arising out of or related to any order, product, or service shall not exceed the total amount actually paid by Buyer for the specific product or service giving rise to the claim.

Buyer acknowledges and agrees that cosmetic manufacturing, labeling, packaging, and distribution involve variables outside Seller’s control, including but not limited to supply chain variation, material substitutions, and regulatory interpretation differences, and that Seller does not guarantee commercial success or consumer acceptance of any Products.

Buyer further acknowledges that Seller is entitled to rely on Buyer’s approvals or deemed approvals under Section 5, and Seller shall not be liable for any claims, losses, penalties, or damages arising from approved or deemed-approved artwork, labeling, specifications, or instructions.

Nothing in this Agreement shall exclude or limit liability that cannot be excluded under applicable law.

Buyer shall indemnify, defend, and hold harmless Seller from and against any and all claims, liabilities, damages, penalties, regulatory actions, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Buyer-provided or Buyer-approved (including deemed-approved under Section 5) labeling, packaging, or marketing content;

• Buyer’s failure to comply with applicable laws or regulations;

• Buyer’s marketing, resale, or distribution of the Products;

• Any approved or deemed-approved specifications under Section 5.

To the fullest extent permitted by applicable law, Seller provides all products and services on an “as is” and “as available” basis and disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or compatibility with Buyer’s intended market, use, or resale strategy.

Seller does not warrant or guarantee:

• That Products will achieve any specific commercial, marketing, or business results;

• That Products will be continuously available or free from interruption;

• That Buyer’s labeling, packaging, claims, or marketing materials will comply with applicable laws when used outside of Seller’s approved production process

Buyer acknowledges that all labeling, packaging, and marketing materials are subject to Buyer approval or deemed approval under Section 5, and that Buyer assumes full responsibility for the legal sufficiency and compliance of all approved or deemed-approved materials.

Seller makes no warranty beyond those expressly stated in this Agreement.

Buyer shall indemnify, defend, and hold harmless Seller and its officers, directors, employees, contractors, and agents from and against any and all claims, demands, actions, liabilities, damages, penalties, fines, regulatory actions, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Buyer’s labeling, packaging, marketing, advertising, or promotional claims;

• Buyer-provided or Buyer-approved (including deemed-approved under Section 5) artwork, specifications, or instructions;

• Buyer’s resale, distribution, or use of the Products;

• Buyer’s failure to comply with applicable federal, state, or local laws or regulations;

• Any modification, alteration, or misuse of the Products not authorized in writing by Seller;

• Any third-party claims arising from Buyer’s branding, marketing, or representations regarding the Products

• Buyer’s use, submission, approval, or direction of any logo, artwork, branding, or design materials (including AI-generated, third-party sourced, or derivative content), whether or not modified by Seller

Buyer’s indemnification obligations apply regardless of whether such claims arise in contract, tort, negligence, strict liability, or any other legal theory, to the fullest extent permitted by law.

Seller shall have the right to assume the exclusive defense and control of any matter subject to indemnification by Buyer, and Buyer shall cooperate fully in the defense of such claim at Buyer’s expense.

Buyer’s indemnification obligations shall survive termination of this Agreement.

Any non-public information disclosed or made available by Seller, whether directly or indirectly, relating to formulations, pricing, manufacturing methods, suppliers, processes, packaging systems, business operations, or any other proprietary information, shall be considered confidential information of Seller.

Confidential information includes any information that Buyer obtains through access to Seller materials, communications, products, samples, or business dealings, whether such information is disclosed intentionally or incidentally.

Buyer agrees not to disclose, reproduce, reverse engineer, or use such confidential information for any purpose other than as necessary to perform under this Agreement with Seller.

Buyer’s confidentiality obligations shall survive termination or expiration of this Agreement.

Any non-public information disclosed or made available by Seller, whether directly or indirectly, relating to formulations, pricing, manufacturing methods, suppliers, processes, packaging systems, business operations, or any other proprietary information, shall be considered confidential information of Seller.

Confidential information includes any information that Buyer obtains through access to Seller materials, communications, products, samples, or business dealings, whether such information is disclosed intentionally or incidentally.

Buyer agrees not to disclose, reproduce, reverse engineer, or use such confidential information for any purpose other than as necessary to perform under this Agreement with Seller.

Buyer’s confidentiality obligations shall survive termination or expiration of this Agreement.

Seller shall not be liable for any delay, failure, or inability to perform resulting from events beyond Seller’s reasonable control, including but not limited to natural disasters, labor shortages, supply chain interruptions, government actions, pandemics, carrier disruptions, utility failures, material shortages, or other events outside Seller’s reasonable control.

Any such event shall not constitute a breach or default under this Agreement.

During a Force Majeure event, Seller may suspend, delay, or allocate available inventory, production capacity, and fulfillment resources at its reasonable discretion.

Seller shall have no obligation to meet production, delivery, or approval timelines during the period of such event, and any affected timelines shall be extended for the duration of the Force Majeure condition.

Seller may, at its sole discretion, suspend, delay, or terminate any order, service, or ongoing production at any time upon the occurrence of any of the following:

• Nonpayment disputes, chargebacks, or payment reversals

• Suspected fraud or unauthorized activity

• Buyer breach or violation of this Agreement

• Buyer failure to provide timely approvals or responses under Section 5

• Deemed approval under Section 5 followed by Buyer conduct indicating refusal, dispute, or non-cooperation

• Any regulatory, legal, safety, or compliance concern related to the Products, labeling, packaging, or marketing

• Conduct that Seller reasonably determines may expose Seller to legal, financial, or reputational risk

• Supply chain, production, or operational constraints that make fulfillment impracticable

• Any refusal or limitation of production, fulfillment, or services exercised by Seller under Section 9

Any such event shall not constitute a breach or default under this Agreement.

During a Force Majeure event, Seller may suspend, delay, or allocate available inventory, production capacity, and fulfillment resources at its reasonable discretion.

Seller shall have no obligation to meet production, delivery, or approval timelines during the period of such event, and any affected timelines shall be extended for the duration of the Force Majeure condition.

All orders are prepaid unless otherwise agreed in writing.

In the event of suspension or termination:

• Seller may immediately halt production, packaging, or fulfillment of any affected order

• Buyer acknowledges that prepaid funds are applied toward production scheduling, materials procurement, labor allocation, and administrative setup immediately upon receipt

• Seller shall not be obligated to issue refunds for any prepaid amounts to the fullest extent permitted by applicable law where production has begun, materials have been ordered, or resources have been allocated to the order.

• Seller is not liable for any delay, loss, or damages arising from such suspension or termination

• Seller may, at its discretion, complete, modify, or cancel the order in whole or in part

For purposes of this Agreement, “processing the order” includes any of the following: design commencement, artwork preparation, procurement of materials, allocation of production capacity, or initiation of manufacturing, labeling, or packaging activities.

Buyer expressly acknowledges that due to the custom and production-based nature of the Products, prepaid amounts are non-refundable once Seller has begun processing the order, including but not limited to:

• Procurement of raw materials or packaging components

• Scheduling or allocation of production capacity

• Labeling, design, or printing work initiated or completed

• Third-party vendor engagement or commitments

• Administrative, formulation, or setup activities related to the order

Suspension or termination under this Section shall not waive or limit any other rights or remedies available to Seller under this Agreement, including indemnification, limitation of liability, or recovery of costs.

This Agreement shall be governed by and construed in accordance with the laws of the State of Kentucky, without regard to conflict of law principles.

Buyer hereby irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in Kentucky for any dispute, claim, or controversy arising out of or relating to this Agreement, the Products, or the relationship between the Parties.

Buyer waives any objection to such jurisdiction or venue, including but not limited to claims of inconvenient forum.

Prior to initiating any formal legal proceeding, the Parties agree to attempt in good faith to resolve any dispute through direct negotiation for a period of not less than thirty (30) days following written notice of the dispute by the initiating Party.

In any dispute arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses incurred in connection with such dispute.