These Terms and Conditions (these “Terms and Conditions”), together with all quotations, sales orders, and invoices (each a “Sales Document”) issued by CONSOLIDATED RESEARCH, INC. d/b/a GENERAL SLEEP CORPORATION (“General Sleep”), to you (“Buyer”), govern each sale of products, including, without limitation, the “Zmachine” (collectively, “Products”) and all services (collectively, “Services”) provided by General Sleep to Buyer.
The parties intend for these Terms and Conditions, together with each applicable Sales Document, to exclusively govern and control each of the parties’ respective rights and obligations regarding the sale of Products and provision of Services. Buyer’s acceptance of Products or Services is strictly limited to these Terms and Conditions and each applicable Sales Document. Without limiting the foregoing, any additional or different terms contained in any purchase order or other request or communication by Buyer pertaining to Products or Services, or any attempt to modify, supersede, supplement, or otherwise alter these Terms and Conditions or any Sales Document, will not modify these Terms and Conditions or any Sales Document nor be binding on the parties. In the event of a conflict between these Terms and Conditions and a Sales Document or General Sleep’s Software Terms and Conditions, these Terms and Conditions will control, except for (a) terms relating to item, quantity, specifications, price, or payment, in which case the applicable Sales Document will control or (b) terms relating to General Sleep’s software, in which case General Sleep’s Software Terms and Conditions will control.
(a) General Sleep shall sell to Buyer, and Buyer shall purchase from General Sleep, the Products and Services set forth on the applicable Sales Document, at the prices set forth on the applicable Sales Document (the “Prices”) and upon these Terms and Conditions. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, tariffs, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. General Sleep reserves the right to make changes in design, manner of construction, or delivery of service, use of materials, or auxiliary products, at any time without incurring any obligation toward Buyer or any user of the Products or recipient of the Services. If General Sleep pays any tax on Buyer’s behalf, Buyer agrees to reimburse General Sleep for any such payment. Products may be used only in the conduct of Buyer’s business.
(b) Buyer hereby acknowledges and agrees that (a) General Sleep may, in its sole discretion, establish different pricing for its Products among its customers (including, but not limited to, different pricing for Products used for clinical versus commercial purposes), and (b) if Buyer uses the Products for a purpose different than what it represents to General Sleep, General Sleep reserves the right to adjust the pricing charged to Buyer and expressly reserves all of its rights and remedies under these Terms and Conditions and applicable law in connection with such misrepresentation.
(c) Buyer understands and acknowledges that in order to use General Sleep’s Services that involve uploading data into the Zmachine Synergy Client Software, Buyer must use an Upload Credit. “Upload Credit” is a credit issued by General Sleep in connection with the purchase of Zmachine disposables directly from General Sleep or a dealer duly authorized by General Sleep (international customers only) (“Qualifying Disposables”). Any disposables purchased from a third party will not be deemed Qualifying Disposables and will not qualify for an Upload Credit. Buyer may not upload multiple patient studies under a single Upload Credit. General Sleep reserves the right to limit the Buyer’s ability to upload multi-night studies (for a single patient) under a single Upload Credit. An Upload Credit is limited to no more than three nights of study for a single patient, and any additional nights of study data will be subject to a data overage fee.
(d) Buyer shall make all payments due to General Sleep upon the terms set forth on the applicable Sales Document in immediately available funds. All payments shall be in United States dollars. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse General Sleep for all costs incurred in collecting any late payments, including, without limitation, reasonable attorneys’ fees. General Sleep may change its credit terms and suspend performance under any order when, in the opinion of General Sleep, Buyer’s financial condition or record of payment so warrants.
(e) Buyer may return Eligible Products for a full refund, minus shipping costs, at any time during the 30 days following General Sleep’s delivery of Eligible Products to Buyer (“Return Period”). “Eligible Products” means Products purchased in the first order Buyer places with General Sleep, but specifically excludes Products purchased in any subsequent orders placed by Buyer. This policy does not extend to disposables, replacement parts or repairs. This policy does not extend to bulk purchases of five or more Eligible Products at a time. Buyer shall not be entitled to a refund (i) after the expiration of the Return Period, (ii) if the Eligible Products have been subject to misuse, neglect, or accident, (iii) if the Eligible Products are used in violation of General Sleep’s instructions, (iv) for nonstandard accessory attachments, (v) if any serial numbers are removed or made illegible, or (vi) if the Eligible Products are modified, disassembled, serviced, or reassembled by any third party. Eligible Products must be returned to General Sleep at the address provided during the return process. All return shipments must reference a valid return material authorization number issued by General Sleep (an “RMA”). To request a return under these Terms and Conditions, Buyer must contact General Sleep directly at support@generalsleep.com or (855) 598-9739, follow General Sleep’s return shipping instructions, and return the Eligible Products to General Sleep at Buyer’s expense.
(f) Buyer shall not, and acknowledges that it will have no right, under these Terms and Conditions, any other agreement, document or law, to withhold, offset, recoup, or debit any amounts owed to General Sleep against any other amount owed to it by General Sleep.
(a) Products will be delivered on or around the estimated delivery date set forth on the applicable Sales Document. General Sleep will deliver Products to the location set forth on the applicable Sales Document using General Sleep’s standard methods for packaging and shipping similar Products. Delivery is FOB Cleveland, Ohio, USA. Buyer agrees to pay reasonable shipping costs. General Sleep may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer, if applicable. Each shipment will constitute a separate sale, and Buyer shall pay for Products shipped whether such shipment is in whole or partial fulfilment of all Products purchased under the Sales Document.
(b) If for any reason Buyer fails to accept delivery of any Products, or if General Sleep is unable to deliver Products because Buyer has not provided appropriate instructions, documents, licenses, or authorizations: (i) risk of loss to Products shall pass to Buyer; (ii) Products shall be deemed to have been delivered; (iii) General Sleep, at its option, may store Products until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance); and (iv) Buyer will compensate General Sleep for any other associated loss, damage, and additional expense suffered or incurred by General Sleep as a result of such delay.
Title and risk of loss passes to Buyer upon delivery of Products to the carrier. As collateral security for the payment of the purchase price of Products, Buyer hereby grants to General Sleep a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Ohio Uniform Commercial Code.
Buyer shall inspect Products within 10 days of receipt (“Inspection Period”). Buyer will be deemed to have accepted Products unless it notifies General Sleep in writing of any Nonconforming Products during the Inspection Period and furnishes such written evidence or other documentation as required by General Sleep. “Nonconforming Products” means Products delivered that are (a) damaged by General Sleep or (b) not in conformance with the specifications set forth on the applicable Sales Document. General Sleep shall, in its sole discretion, (i) replace the Nonconforming Products with conforming Products, or (ii) credit or refund the pro-rata Price for the Nonconforming Products. Buyer acknowledges and agrees that the remedies set forth in this Section are Buyer’s exclusive remedies for the delivery of Nonconforming Products.
(a) General Sleep warrants to Buyer that for a period of 24 months from the date of shipment, Products will be free from defects in material and workmanship, provided, however, that General Sleep warrants that accessories such as cables, effort belts, and finger probes, will be free from defects in material and workmanship for a period of 12 months from the date of shipment (the “Limited Warranty”). Repair or replacement of Products under the Limited Warranty does not extend the Warranty Period. General Sleep provides no warranties with regards to the Services or third party services provided through General Sleep.
(b) EXCEPT FOR THE LIMITED WARRANTY, PRODUCTS ARE BEING SOLD AND SERVICES ARE BEING PROVIDED “AS-IS,” AND GENERAL SLEEP MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO PRODUCTS OR SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
(c) Products manufactured by a third party (“Third-Party Products”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, Products. Third-Party Products are not covered by the Limited Warranty, and the only warranties that will apply to Third-Party Products will be the warranties made by the manufacturer of the Third-Party Products, to the extent transferable to Buyer. For the avoidance of doubt, General Sleep makes no representations or warranties with respect to any Third-Party Product, including any warranty of merchantability, warranty of fitness for a particular purpose, warranty of title, or 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. Repairs made by General Sleep to (a) Third-Party Products or (b) Products due to a failure of Third-Party Products, will be paid by Buyer at General Sleep’s then-current rates.
(d) General Sleep shall not be liable for a breach of the Limited Warranty unless: (i) Buyer purchases the Products from General Sleep or a dealer duly authorized by General Sleep, (ii) Buyer gives written notice of the defect, reasonably described, to General Sleep within 10 days of the time when Buyer discovers or should have discovered the defect; (iii) General Sleep is given a reasonable opportunity after receiving the notice to examine such Products or Services, and Buyer (if requested to do so by General Sleep) returns such Products to General Sleep’s place of business, at Buyer’s expense, for examination; (iv) General Sleep verifies Buyer’s claim that the Products or Service is defective, and (v) Buyer obtains an RMA.
(e) General Sleep shall not be liable for a breach of the Limited Warranty if: (i) Buyer uses the Products outside of Buyer’s business; (ii) Buyer makes any further use of such Products after giving such notice; (iii) the defect arises because Buyer failed to follow General Sleep’s oral or written instructions as to the storage, installation, commissioning, use, or maintenance of Products; (iv) a third party damages the Products, (v) Buyer or any third party alters or repairs the Products without the prior written consent of General Sleep; (vi) the Products have been damaged by external causes, such as failure of or faulty electrical power, (vii) the defect is related to nonstandard accessory attachments, (viii) any serial numbers are removed or made illegible, (ix) Products are modified, disassembled, serviced, or reassembled by any third party, or (x) the cause of action is not commenced within one year from the date the action accrues. Notwithstanding anything to the contrary, the Limited Warranty is void if Buyer resells the Products to a third party.
(f) Subject to Section 6(d) and Section 6(e), with respect to any defective Products or Services during the warranty periods set forth in Section 6(a), General Sleep shall, in its sole discretion, either: (i) repair or replace the Products or re-perform the Services (or the defective part) or (ii) credit or refund the price of the Products or Services at the pro rata contract rate, provided that, if General Sleep requests, Buyer shall, at General Sleep’s expense, return the Products to General Sleep (provided that for international orders, Buyer shall pay for shipping both ways). If Buyer ships Product to General Sleep in unsuitable packaging, any physical damage present in the Product on receipt by General Sleep (and not previously reported) will be presumed to have occurred in transit and will be the responsibility of Buyer.
(g) THE REMEDIES SET FORTH IN SECTION 6(f) ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES AND GENERAL SLEEP’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY.
(a) TO THE GREATEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL GENERAL SLEEP BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, PRODUCTS, SERVICES OR IN CONNECTION WITH ANY BREACH UNDER THESE TERMS AND CONDITIONS OR ANY SALES DOCUMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) TO THE GREATEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL GENERAL SLEEP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO PRODUCTS, SERVICES, OR THESE TERMS AND CONDITIONS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO GENERAL SLEEP FOR THE PRODUCTS OR SERVICES DIRECTLY RELATED TO THE LIABILITY.
(c) TO THE GREATEST EXTENT PERMITTED BY LAW, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF PRODUCTS OR SERVICES, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS, OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY GENERAL SLEEP, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE PRODUCTS OR SERVICES.
(d) BY PURCHASING THE PRODUCTS OR SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
(a) All intellectual property rights in and related to the Products (including without limitation, any firmware and software) and Services (and all accompanying information, specifications, and drawings, and web-based accessible software) shall be and remain the sole and exclusive property of General Sleep (“General Sleep IP”). To the extent Buyer provides feedback of new ideas to General Sleep or otherwise creates, conceives, develops or reduces to practice any enhancement, improvement, or development to the Products or Services (“Improvement IP”), such Improvement IP shall be the sole and exclusive property of General Sleep. Buyer hereby irrevocably assigns all right, title, and interest in and to the Improvement IP to General Sleep, and under no circumstances shall Buyer have any right under or to General Sleep IP. Buyer shall not use any General Sleep IP without General Sleep’s prior written consent. Without limiting the foregoing, to the greatest extent permissible under applicable law, Buyer may not use the Products, Services, General Sleep IP, or Improvement IP to develop or validate a competing device or technology for a period of two years after expiration or termination of this Agreement.
(b) Buyer grants to General Sleep a nonexclusive, perpetual, nontransferable license to use Buyer’s trademark and logos on General Sleep’s website as representative clients of General Sleep. General Sleep is under no obligation to use Buyer’s trademark or logo.
(c) Software licenses for firmware, software, web-based accessible software are provided here (“Software License”). To the extent the terms of the applicable Software License conflict with or are inconsistent with this Agreement, the terms of the Software License shall govern solely with respect to the licensed software.
For purposes of this Agreement, the following terms have the following meanings: “Zmachine Buyer” means anyone using the Zmachine or any associated systems or software. “De-identified Information” shall mean Information that has been de-identified in accordance with the requirements for de-identification of protected health information under 45 CFR §164.514(b). “Information” shall mean written or electronic health information or data received by General Sleep from a Zmachine Buyer and includes Information or data provided in any form, including De-identified Information and Limited Data Sets. “Limited Data Set” shall have the same meaning as the term “limited data set” in 45 CFR §164.514(e), and shall include Protected Health Information that excludes the following direct identifiers of the individual or of relatives, employers, or household members of the individual: names, postal address information (other than town or city, state, and zip code), telephone numbers, fax numbers, electronic mail addresses, social security numbers, medical record numbers, health plan beneficiary numbers, account numbers, certificate/license numbers, vehicle identifiers and serial numbers (including license plate numbers), device identifiers and serial numbers, web universal resource locators (URLs), internet protocol (IP) address numbers, biometric identifiers (including finger and voice prints), full face photographic images, and any comparable images. “Protected Health Information” or “PHI” shall have the same meaning as the term “protected health information” in 45 CFR § 164.501. General Sleep has created and established a data repository to receive and store Information received from a Zmachine Buyer. The Information submitted by a Zmachine Buyer, may be stored by General Sleep in one or more data repositories. De-identified Information from the data repositories may be moved to a separate data repository for use as set forth herein. Zmachine Buyer agrees that General Sleep may use such De-identified Information for any purpose. Zmachine Buyer agrees that General Sleep is the exclusive owner of the De-identified Information. Zmachine Buyer licenses to General Sleep data identified as PHI for the purposes of carrying out the operations as requested by Zmachine Buyer. Unless otherwise permitted in this Agreement, no Zmachine Buyer shall have direct access to Information in the data repository. Requests, if any, from Zmachine Buyer to access or amend PHI shall be referred to General Sleep in writing.
Buyer is in compliance with and shall comply with all applicable laws, regulations, and ordinances, including, without limitation, all laws regulations, and ordinances related to Buyer’s use of the Products and Services. Buyer has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to own and operate Products, use the Services, and carry out its obligations under these Terms and Conditions.
Buyer shall indemnify, defend, and hold harmless General Sleep and its shareholders, officers, directors, employees, agents, affiliates, successors, and assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, fees, or expenses of whatever kind, including reasonable attorneys’ fees, and the costs of enforcing any right to indemnification under these Terms and Conditions or any Sales Document and the cost of pursuing any insurance providers, in any way relating to a claim arising out of or occurring in connection with (a) Products or Services, (b) Buyer’s negligence or willful misconduct, (c) Buyer’s breach of these Terms and Conditions, or (d) Buyer’s violation of applicable laws, regulations, or ordinances. Buyer shall not enter into any settlement without General Sleep’s or Indemnified Party’s prior written consent.
In addition to any remedies that may be provided in these Terms and Conditions, General Sleep may terminate any sales order, refuse to provide any Products, and/or refuse to perform any Services with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under these Terms and Conditions or any Sales Document; (ii) has not otherwise performed or complied with these Terms and Conditions, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
All non-public, confidential, or proprietary information of General Sleep, including, but not limited to, the terms and provisions of these Terms and Conditions and all Sales Documents, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not identified as “confidential,” is confidential, and may be used by Buyer only to exercise its rights under these Terms and Conditions and a Sales Document and may not be disclosed or copied unless authorized by General Sleep in writing. Upon General Sleep’s request, Buyer shall promptly return all documents and other materials containing General Sleep’s confidential information. General Sleep shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
These Terms and Conditions and each Sales Document 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 these Terms and Conditions or any Sales Document, or the matters contemplated under these Terms and Conditions or any Sales Document, shall be instituted exclusively in the federal or state courts located in Cleveland, Ohio, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. Neither the Uniform Law on International Sale of Goods, Uniform Law on Formation of Contracts for International Sale of Goods nor the United Nations Convention on the International Sale of Goods of 1980 (and any amendments or successors thereto) shall apply to any Sales Document or these Terms and Conditions.
All rights and remedies of General Sleep provided in these Terms and Conditions are cumulative and not exclusive, and the exercise by General Sleep 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.
In any dispute concerning the Products, the Services, or these Terms and Conditions where General Sleep is the prevailing party, General Sleep shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees and expenses, costs of investigation, costs of any accounting or other professional advisers engaged to assist General Sleep, and other reasonable out-of-pocket costs, in addition to any other relief to which General Sleep may be entitled.
Buyer may not assign or transfer any of its rights or obligations under these Terms and Conditions or any Sales Document without the prior written consent of General Sleep. Any purported assignment, transfer, delegation, or subcontract in violation of this Section shall be null and void. No assignment, transfer, delegation, or subcontract shall relieve Buyer of any of its obligations under these Terms and Conditions or any Sales Document.
These Terms and Conditions, together with each Sales Document, constitute the entire agreement between the parties and supersedes all other communications, oral and written, between the parties relating to the subject matter hereof. These Terms and Conditions may be amended, modified, or supplemented from time-to-time by General Sleep.
Each party shall be considered to be an independent contractor under the Sales Documents and these Terms and Conditions. The relationship between the parties shall not be construed to be that of employer and employee, nor to constitute a partnership, joint venture or agency of any kind. Neither party shall have the right to bind the other party to any contract or other commitment.
Except as provided for in Section 10, no provision of these Terms and Conditions is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the parties and their respective successors and permitted assigns.
If any term or provision of these Terms and Conditions are invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.
Any delay or failure of General Sleep to perform its obligations under these Terms and Conditions will be excused to the extent that the delay or failure was caused by (a) Buyer’s failure to provide necessary access to Buyer’s premises, personnel, utilities, and services or (b) an event or events beyond General Sleep’s control (including, but not limited to, natural disasters, embargoes, epidemics, explosions, riots, wars, acts of terrorism, strikes, labor stoppages or slowdowns or other industrial disturbances, and shortage of adequate power or transportation facilities).
No waiver by either party of any of the provisions of these Terms and Conditions shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by either party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver.
Any notices under or pursuant to these Terms and Conditions will be deemed duly sent when delivered in person, by courier, by registered or certified mail, return receipt requested, by FedEx or UPS, or by email to an address specified in writing by the receiving party (with confirmation of receipt).
26250 Euclid Avenue, Suite 709
Cleveland, Ohio 44132
United States