User Registration

User Agreement for the Mediation Tribunal Association, Inc., Website.

Mediation Tribunal Association, Inc. (MTA) welcomes You to its website, at www.mediationtribunal.org, and online services including the MTA Case Evaluation Application.   Please read this Agreement carefully.  It governs Your access to and use of the MTA Case Evaluation Application through the MTA website.  Your use of the MTA website, the MTA Case Evaluation Application and/or other MTA online services is conditioned upon Your acceptance of this Agreement. By clicking on the "I Accept" button, You agree to be legally bound by all of the terms and conditions of this Agreement.  If You are acting as an employee, You represent and agree that this Agreement shall bind Your employer and that You are authorized to do so.  As used in this Agreement, "You" or "Your" includes You and Your employer.

I Accept the following terms and conditions for use of the MTA Website including the MTA Case Evaluation Application.

Section 1. Definitions

The following terms have the meanings set forth below when used in this Agreement:

1.1  "Authorized User" means You and any of Your employees, agents, independent contractors or consultants who agree to be bound by the terms and conditions of this Agreement and who are authorized or otherwise designated or permitted by You to access and use the MTA Website or the MTA Case Evaluation Application pursuant to the License.

1.2  "E-Document" refers to any document or discrete compilation of text and/or graphical information in electronic form suitable for submission into the MTA Case Evaluation Application, including but not limited to digital copies of case evaluation summaries, and case evaluation acceptances or rejections.

1.3  "Enhancement" means any correction, modification, customization, revision, enhancement, improvement, update, upgrade, new release or other change that is released generally by MTA.

1.4  "Fee Schedule" means MTA’s current Fee Schedule for use of the MTA Case Evaluation Application, as may be altered or amended from time to time by MTA.

1.5  "Information" means the records, data, databases, documents, materials, and other information accessible through the MTA Website.

1.6  "License" means the limited license granted to You under this Agreement.

1.7  “MTA Case Evaluation Application” means the application accessible on the MTA Website that permits attorneys or litigants to electronically file with the MTA digital copies of case evaluation summaries required under MCR 2.403, electronically file case evaluation acceptances or rejections, or to make online payments for fees related to case evaluation or the use of the MTA Case Evaluation Application, or take other actions related to case evaluation.

1.8  "Proprietary Rights" means any patent, copyright, trademark, service mark, trade secret or other intellectual property right.

1.9  "Third Party Content" means any content, records, data, documents, materials, or other information supplied to MTA pursuant to an agreement with a third party for inclusion as part of, or for use with, the MTA Website.

1.10  "MTA" means the Mediation Tribunal Association, Inc.

1.11  "MTA Website" means the MTA website (and all Enhancements thereto) located at  mediationtribunal.org, and includes the MTA Case Evaluation Application.

1.12  "MTA Technology" means any know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, techniques, methods, applications, computer programs, user manuals, on-line documentation, products, Proprietary Rights, or other technology and materials of any kind, or any Enhancement thereto, used by MTA in connection with the performance of the MTA Website or made available by MTA to You, any Authorized User or any third party through the MTA website. “MTA Technology” also includes any Proprietary Rights of Enqbator, LLC, in the MTA Website or MTA Case Evaluation Application.

1.13  "Unauthorized Use" means any use, reproduction, distribution, disposition, possession, disclosure or other activity, including, without limitation, any bulk reselling involving any aspect of the MTA Website, or the MTA Case Evaluation Application that is not expressly authorized under this Agreement or otherwise in writing by MTA.

1.14  "User Identification" means the unique user identification name and password issued or otherwise assigned to each Authorized User for access to and use of the MTA Website.

2.  Acknowledgment of Voluntary Use and Rules for Filing.

2.1 Your use of the MTA Website, including the Case Evaluation Application, as a means of filing and serving case evaluation documents and notices or the payment of fees is voluntary and not mandatory; and further that you may choose to file and serve case evaluation documents and pay case evaluation fees under the traditional means as prescribed by the applicable Michigan Court Rules or other law.

2.2 By using the MTA Website, including the Case Evaluation Application You waive service and receipt of the service of case evaluation documents, including but not limited to summaries and notices of acceptance and rejection, through non electronic means under the applicable court rules or statutes. 

2.3 An E-document submitted to MTA or a party electronically through or in conjunction with the MTA Case Evaluation Application shall be treated as if it was hand-delivered to the MTA or to a party for all purposes under statute or court rule.

2.4 An E-document may be submitted to the MTA through the MTA Case Evaluation Application at any time, but shall only be accepted for filing by MTA up to 5:00 P.M., will be treated by MTA as having been filed on the day of submission.   E-documents submitted to MTA after 5:00 p.m. shall be deemed filed with MTA on the next business day.

2.5 An E-document filed or served under this User Agreement shall be deemed to have been signed by the applicable attorney, party or declarant.

(i) Signatures submitted electronically shall use the following form: /s/ John L. Smith.

(ii) A document that requires a signature under penalty of perjury is deemed signed by the declarant if, before filing, the declarant has signed a printed form of the document.

(iii) An e-filed document that requires a signature of a notary public is deemed signed by the notary public if, before filing, the notary public has signed a printed form of the document.

Section 3. License;Restrictions on Use

3.1 License.

Subject to the restrictions and limitations set forth in this Section 2 and elsewhere in this Agreement, MTA hereby grants to You a nonexclusive, nontransferable, limited license to do the following during the term of this License: (a) enable Your Authorized Users to access and use the MTA Website subject and according to the terms of this Agreement solely for Your internal use in the regular course of Your business; and (b) subject to any applicable third party rights or restrictions of law, reproduce insubstantial portions of the Information for use in connection with the rights granted under (a) above and provide insubstantial portions of the Information to Your customers and clients, provided that such Information is provided as an incidental part of, and ancillary to, the other website You provide Your clients or customers.

3.2 General Restrictions and Limitations.

Paragraph 2.1 sets forth the entirety of Your right to access and use the MTA Website. The License does not include the right to, and You shall not directly or indirectly: (a) enable any person or entity other than Authorized Users to access and use the MTA Website; (b) modify or create any derivative work based upon any MTA Technology, Information or Third Party Content; (c) engage in, permit or suffer to continue any bulk copying or bulk distribution of the Information or store the Information in a searchable database; (d) grant any sublicense or other rights under the License; (e) reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, any software that is part of the MTA Technology; (f) remove, obscure or alter any Proprietary Rights notice related to the MTA Internet Site, the MTA Website, the MTA Technology or any Third Party Content; or (g) engage in, assist, permit or suffer to continue any Unauthorized Use by any person or entity. You shall ensure, through proper instructions and enforcement actions, that all access to and use of the MTA Website and the Information obtained by You, or otherwise through Your facilities, equipment, identifiers or passwords, shall conform to this Agreement and shall be made and used solely for proper and legal purposes, and shall be conducted in a manner that does not violate any law or regulation, the rights of any third party, court orders or MTA's policies.  Without limiting the foregoing, to the extent that Information is transmitted through the MTA Case Evaluation Application, You and Your Authorized Users access to and use of the Information shall comply with all applicable legal requirements and applicable rules of court procedure.

3.3 No Attorney-Client Relationship.

The MTA Website does not constitute or contain legal advice, nor is it intended to by MTA. MTA is not engaged in the practice of law or in providing legal advice. Use of the MTA Website may require the application of professional expertise and judgment, for which You should consult a competent attorney licensed to practice in the appropriate jurisdiction.

3.4 Third Party Content, Software and Website.

The License as it relates to any Third Party Content, software or website is further subject to any restrictions and limitations specified in the terms and conditions displayed with or referenced in any such Third Party Content, software or website. MTA's agreements with such third parties may require MTA to deny or otherwise restrict Your access to certain Third Party Content, software or website available through the MTA Website. All such Third Party Content restrictions are incorporated herein by reference, and You shall comply with all such restrictions. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND THE TERMS AND CONDITIONS IMPOSED BY THIRD PARTIES, THE THIRD PARTY TERMS AND CONDITIONS SHALL APPLY.

Section 4. Access to the MTA Internet Site and Limitations on Use

4.1 Equipment, Website and Facilities.

You are solely responsible for providing, installing and maintaining at Your own expense all equipment, facilities, services, supplies and tools necessary to access and use the MTA Website, including, without limitation, all computer hardware and software, modems, printers, telephone service and Internet access.

4.2 Password.

Each Authorized User shall be issued or otherwise assigned User Identification to access and use the MTA Website. You are solely responsible for tracking the User Identifications to specific Authorized Users and for ensuring the security and confidentiality of all User Identifications. You acknowledge that You are fully responsible for all liabilities incurred through the use of any User Identification and that any transaction under a User Identification shall be deemed to have been performed by You. You shall immediately notify MTA of any unauthorized use of any User Identification or any other breach of security known to You. Use of any User Identification other than as provided in this Agreement shall be considered a breach of this Agreement by You.

4.3 Hours of Operation; Scope of MTA Website.

MTA reserves the right at any time and without prior notice to You to change the MTA Website’s hours of operation or to limit Your access to the MTA Website in order to perform repairs, make modifications or otherwise as a result of circumstances beyond MTA's reasonable control. MTA may add or withdraw products or website to or from the MTA Website from time to time. You acknowledge that MTA has no obligation to maintain or provide any Enhancements to the MTA Website.

4.4 Individual Access.

Only one individual may log-in to the MTA Internet Site at the same time using the assigned User Identification, unless MTA otherwise permits in writing.

4.5 “As Is”.

You agree that Your access to and use of the MTA Website, including the MTA Case Evaluation Application is on an "as-is" basis.

Section 5. Privacy Statement.

5.1 Use of Your Personal Information

MTA collects and uses your personal information provided to it by You to operate the MTA Website and to conduct case evaluation and does so in cooperation with the Third Circuit Court and its online register of actions. MTA may share data, including Your personal information, with governmental entities, such as the Third Circuit Court or the Michigan State Court Administrative Office in the furtherance of MTA’s role as the Alternate Dispute Resolution Clerk of the Third Circuit Court or to conduct case evaluations. MTA does not sell, rent or lease its user lists to third parties.  MTA will disclose your personal information, without notice, only if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on MTA; (b) protect and defend the rights or property of MTA; and, (c) act under exigent circumstances to protect the personal safety of users of MTA, or the public.

5.2 Limited Security of Your Personal Information

MTA will make its best efforts, but does not warrant, to secure Your personal information from unauthorized access, use or disclosure. MTA will make its best efforts, but does not warrant, to secure the personally identifiable information You provide on computer servers in a controlled, secure environment, protected from unauthorized access, use or disclosure. When personal information (including financial information such as a credit card number) is transmitted to other Web sites, MTA will make its best efforts, but does not warrant, that such information is protected through the use of encryption, such as the Secure Socket Layer (SSL) protocol.

5.3 Cookies

www.mediationtribunal.org uses "cookies" to customize your browsing experience. A cookie is a small text file that is saved on your computer when you visit a website.

Session cookies allow you to move through many pages of a website quickly and easily without having to authenticate or reprocess each new area you visit. Session cookies are destroyed after successful completion of a transaction, after a few minutes of inactivity, or when the browser is closed.

Persistent cookies help websites remember your information and settings when you visit them in the future. They continue to exist after a few minutes of inactivity, after the browser is closed, or after a user completes a single session.

www.mediationtribunal.org uses cookies in the following ways:

If you choose to do so, you can configure your browser to notify you when a new cookie is received. You can also view and delete existing cookies, prevent your browser from accepting new cookies, and disable cookies altogether. If you disable cookies, you can still use Mediationtribunal.org, but your ability to use some areas or functions of the website may be limited.

Section 6. Fee Schedule

6.1 Fees.

You shall pay MTA the fees, charges and other amounts under the Court rules or for the License at the rates specified in the notice of case evaluation issued by the MTA. You are ultimately and fully responsible for payment to MTA of all fees, charges and other amounts (including, without limitation, any statutory filing or other court fees), whether or not You are incurring such fees, charges or other amounts on Your own account or on behalf of Your client.

The fees set forth in the following schedule are payable at the filing of an E-document as appropriate:

6.1.1    $75.00 case evaluation fee payable at the time of the filing of a case evaluation summary.

6.1.2    $150 penalty for each late filing of case evaluation summary.

6.1.3    $150 for each filing of supplemental material.

6.1.4    Electronic Filing Fee: $10.00 per filing.

6.1.5    Adjournment fee: $75, for adjournments less than fourteen days prior to case evaluation.

6.1.6    Multiple award fee: $75/each award, for multiple parties, not treated as a single award, and evaluated separately by the case evaluators.

6.2 Payment Terms.

Unless You and MTA separately agree to different payment terms, You shall pay for the fees, charges and other amounts for Your and Your Authorized Users' use of the MTA Website by credit card. When You register for the MTA Website, You will be prompted to enter Your credit card information. MTA accepts MasterCard or VISA. MTA will not charge a convenience fee for Your use of a credit card.

6.3 Suspension of Website.

If You fail to pay any amount under this Agreement when due, in addition to any other remedies available at law or in equity (see for example those remedies available to the MTA under Third Circuit Court Local Administrative Order 2006-05), MTA shall have the right, in its sole discretion, to immediately suspend the License and You and Your Authorized Users' access to and use of the MTA Website.

Section 7. Proprietary Rights

7.1 Ownership.

The MTA Website, and all associated Proprietary Rights therein, constitute the property of MTA, subject to MTA’s agreement with Enqbator, LLC, and is protected by applicable intellectual property laws.  Nothing in this User Agreement shall be deemed to vest in You or any other third party (including any Authorized User) any ownership interest or other intellectual property right in and to the foregoing.  Any Authorized User hereunder is obtaining limited license rights only.

7.2 Protection of Proprietary Rights.

You shall not infringe or violate, and shall take appropriate steps and precautions for the protection of, MTA's or Enqbator’s Proprietary Rights in and to the MTA Website. Without limiting the generality of the foregoing, You shall (a) maintain access and use restrictions sufficient to prevent any Unauthorized Use; and (b) not make the MTA Website, or Third Party Content available to any third party without the prior written consent of MTA. You shall immediately notify MTA of any Unauthorized Use that comes to Your attention and cooperate with MTA to investigate and prevent the same. In the event of any Unauthorized Use relating to Your activities, any Authorized User or any of Your representatives, You shall take all steps reasonably necessary to terminate such Unauthorized Use.

7.3 Infringer Policy.

MTA may, in appropriate circumstances and at its own discretion, limit access to the MTA Website and/or terminate your account if You or any of Your Authorized Users' infringe the intellectual property rights of others. Any person who believes that any Information available through the MTA Website infringes upon any copyright owned or controlled by such person, or that any link on the MTA Website directs users to another Web site that contains such infringing material, may file a notification of such infringement with MTA.

Section 8. Disclaimers and Limitations

8.1 Assumption of Risk; Responsibility to Verify.

You acknowledge your use of the MTA website and all related software is on as “as is” basis and that MTA does not verify the completeness, propriety, timeliness or accuracy of any Information or Third Party Content available through the MTA Website. MTA does not control the contents of any Information and shall not be responsible for any claimed loss of privilege or other claimed injury due to disclosure of sealed, confidential or privileged information. MTA may provide from time to time links from the MTA Website to other Web sites that are not controlled by MTA and are not related to the MTA Website. MTA is providing these links only as a convenience, and no such link implies an affiliation, endorsement, or adoption by MTA of the linked Web site or any Information, website or products obtained through such links. You acknowledge that by providing the Information and the MTA Website, MTA does not underwrite or assume any of the risks of Your business or activities. YOU ASSUME THE RISK OF ANY DAMAGE OR HARM THAT YOU MAY INCUR THROUGH THE USE OF THE MTA WEBSITE, INCLUDING ANY HARM OF AN UNAUTHORIZED BREACH OF THE SECURITY FEATURES OF THE MTA WEBSITE OR OTHER INSTANCES OF UNAUTHORIZED ACCESS INTO THE MTA WEBSITE (HACKING) AND THE RESULTING DIVULGING OF YOUR PERSONA DATA, INCLUDING YOUR PERSONAL FINANCIAL INFORMATION. IT IS YOUR RESPONSIBILITY TO VERIFY THE INFORMATION AND THIRD PARTY CONTENT OBTAINED THROUGH THE MTA WEBSITE WITH THE OFFICIAL INFORMATION REPOSING AT THE COURT OF RECORD OR OTHER DATA SOURCE.

8.2 NO REPRESENTATIONS OR WARRANTIES.

THE MTA WEBSITE, AND ALL RELATED SOFTWARE OR OTHER ITEMS PROVIDED HEREIN ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. MTA AND THE PROVIDERS OF THIRD PARTY CONTENT DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ERROR, DEFECT, DEFICIENCY, INFRINGEMENT OR NONCOMPLIANCE IN THE MTA WEBSITE, INFORMATION OBTAINED THROUGH THE MTA WEBSITE OR ANY SOFTWARE, OR OTHER ITEMS PROVIDED BY, THROUGH OR ON BEHALF OF MTA UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE).

8.3 Third Party Content, Software and Website.

Except as otherwise agreed upon by the parties in writing, the warranties, obligations and liabilities of MTA and Your remedies with respect to any Third Party Content, software or website shall be limited to whatever recourse may be available against the third party provider of such Third Party Content, software or website and ARE SUBJECT TO ALL RESTRICTIONS AND OTHER LIMITATIONS AS MAY BE DISPLAYED IN OR REFERENCED BY SUCH THIRD PARTY CONTENT, SOFTWARE OR Website.

Section 9. Your Warranties and Indemnification

9.1 Warranty.

In addition to any warranties set forth elsewhere in this Agreement, You warrant to MTA that the performance of Your obligations and Your and Your Authorized Users' access to and use of the MTA Website shall not violate any third party rights or any applicable laws, rules or regulations.

9.2 Indemnification.

You shall defend, indemnify and hold harmless MTA, and its directors, officers, employees, owners and agents from and against any and all claims, costs, losses, damages, judgments and expenses (including reasonable attorneys' fees) arising out of or in connection with (a) any claim alleging any breach of any of the foregoing warranties or any other provision of this Agreement; (b) any damage arising from causes beyond the control or without the fault or negligence of MTA; (c) any use by You or Your Authorized Users, customers or clients of the Information, Third Party Content, or any other software, website or other items provided under this Agreement.

Section 10 Limitations of Liability

10.1 Force Majeure.

Neither party shall be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond such party's reasonable control (including, without limitation, any act or failure to act by the other party). This paragraph shall not apply to any payment obligation that You may have under this User Agreement.

10.2 No Consequential Damages.

NEITHER MTA NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILLIATES OWNERS, SUPPLIERS AND THE PROVIDERS OF THIRD PARTY CONTENT SHALL BE LIABLE TO YOU OR ANY OF YOUR AUTHORIZED USERS, CUSTOMERS OR CLIENTS FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE, DATA, BUSINESS OR USE, EMOTIONAL DISTRESS OR OTHER NON TANGIBLE DAMAGES) WHETHER OR NOT CHARACTERIZED BY NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF MTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY, ARISING FROM OR RELATED TO ANY PROVISION OF THIS AGREEMENT, THE LICENSE, MTA WEBSITE,, INFORMATION OR ANY SOFTWARE, OR OTHER ITEMS PROVIDED IN CONNECTION THEREWITH, OR THE FAILURE OF MTA TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE BY MTA.

10.3 Limitation of Liability.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF MTA WITH REGARD TO THE LICENSE, MTA WEBSITE, INFORMATION AND ANY OTHER ITEMS PROVIDED OR FAILED TO BE PROVIDED UNDER THIS AGREEMENT EXCEED THE COMPENSATION PAID BY YOU TO MTA UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE ACCRUAL OF SUCH CLAIM. YOUR RIGHT TO MONETARY DAMAGES UP TO THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES THAT YOU OR YOUR AUTHORIZED USERS MAY HAVE AGAINST ANY COVERED PARTY.

Section 11. Arbitration

Any controversy or claim arising out of or relating to this Agreement, which is not settled by reasonable negotiations between the parties, shall be settled by arbitration that shall be binding on all parties. Each party expressly agrees to be bound to any results of such arbitration and not to dispute in any way, at law or otherwise, the decision rendered by such arbitration. Judgment upon the award rendered by the arbitrator may be entered by any court in the State of Michigan having jurisdiction thereof. The arbitration shall be conducted by a single arbitrator and agreed rules if all parties can agree upon such arbitrator and rules, and if such agreement cannot be reached between the parties, the arbitration shall be arbitrated by a single arbitrator in accordance with the rules of the American Arbitration Association, which decision shall be binding on the parties. The arbitrator shall not be empowered to award exemplary or punitive damages to either party. The arbitrator shall be a person from the locality of Wayne County, Michigan and the arbitration hearing shall be held in Detroit, Michigan.  The cost of arbitration shall be borne equally by the parties. Notwithstanding the foregoing, either party may, on good cause shown, seek a temporary restraining order and/or a preliminary injunction from a court of competent jurisdiction, to be effective pending the institution of the arbitration process and the deliberation and award of the arbitrator.

Section 12. Miscellaneous

12.1 Modifications.

This Agreement may be amended by MTA from time to time by MTA posting on the MTA Internet Site an amended Agreement or other notice of the amendments. Latest revision dates are indicated at the top of the document. Continued use of the MTA Internet Site following the fifteenth day after such posting shall constitute acceptance of the change. If You do not accept the amended terms, You must cease using the MTA Website.

12.2 Assignment.

This Agreement, and the License granted hereunder, may not be assigned by You to any third party. Subject to the foregoing, this Agreement shall bind and benefit the parties and their respective successors and assigns.

12.3 Nonwaiver.

Waiver of any breach of any term or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach.

12.4 Termination.

Notwithstanding any of these terms and conditions, MTA reserves the right, without notice and in its sole discretion, to terminate Your License, and to block or prevent future access to and use of the MTA Website by You or Your Authorized Users. Unless such termination is at Your request or is due to Your breach, MTA shall refund any fees prepaid by You with respect to periods following the effectiveness of such termination. You shall be responsible for paying MTA any amounts owed for You and Your Authorized Users' access to and use of the MTA Website prior to the effectiveness of such termination. Upon termination, You shall immediately discontinue use of the MTA Website.

12.5 Severability.

This Agreement shall be enforced to the fullest extent permitted by applicable law. If any provision of this Agreement is held to be invalid or unenforceable to any extent, then (a) such provision shall be interpreted, construed and reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision and (b) such invalidity or unenforceability shall not affect any other provision of this Agreement.

12.6 Questions and Contact Information.

General questions or comments about the MTA Internet Site or the MTA Website may be directed to Nikki Grandberry, Administrative Assistant, via email at nikki.grandberry@3rdcc.org.

12.7 Applicable Law; Jurisdiction and Venue.

This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Michigan, U.S.A., without reference to its choice of law principles to the contrary. The 1980 UN Convention on Contracts for the International Sale of Goods or its successor shall not apply to this Agreement.

12.8 Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement, and this Agreement replaces and supersedes any prior verbal understandings, written communications or representations on the subject matter hereof.