WildForm Studios, LLC
Terms and Conditions
Last modified November 3rd, 2026.
These Terms and Conditions are incorporated by reference into, and govern, each Statement of Work issued by WildForm Studios, LLC. Please read these Terms carefully. By accepting a Statement of Work, you agree to these Terms.
1. APPLICABILITY; INCORPORATION BY REFERENCE
1.1 Agreement. These Terms and Conditions (these “Terms”), together with each Statement of Work issued by WildForm Studios, LLC, a Minnesota limited liability company (“WildForm Studios”), and accepted by the customer identified in that Statement of Work (“Customer”), collectively constitute the agreement between WildForm Studios and Customer (the “Agreement”). WildForm Studios is a full-service soft goods and mascot creation studio providing design, manufacture, and maintenance services.
1.2 Incorporation by Reference. These Terms are incorporated by reference into each Statement of Work issued by WildForm Studios, whether or not the Statement of Work expressly refers to them. By accepting a Statement of Work in accordance with Section 2.2, Customer agrees to be bound by these Terms. If the parties accept multiple Statements of Work, each Statement of Work, together with these Terms, constitutes a separate agreement between WildForm Studios and Customer.
1.3 Order of Precedence. If there is any conflict between these Terms and a Statement of Work, these Terms control unless the Statement of Work expressly identifies the Section of these Terms being modified and states that the modification applies to that Statement of Work. Any terms contained in a Customer purchase order, vendor portal, invoice-processing system, or similar document are rejected and of no effect, even if acknowledged by WildForm Studios.
2. SERVICES; STATEMENTS OF WORK
2.1 Services. WildForm Studios shall provide to Customer the services (the “Services”) and any equipment, goods, products, or items (“Goods”) described in one or more statements of work issued by WildForm Studios (each, a “Statement of Work”).
2.2 Acceptance of Statements of Work. A Statement of Work becomes binding upon Customer’s signature upon the same.
2.3 Changes. Any change to the scope, specifications, quantities, or schedule of a Statement of Work must be documented in a written change order or revised Statement of Work accepted in accordance with Section 2.2.
2.4 Non-Exclusive Engagement. Nothing in the Agreement restricts WildForm Studios from providing services or goods similar to the Services or Goods to any third party, provided WildForm Studios does not use Customer’s Confidential Information or create Deliverables for a third party in breach of Section 9.
3. FEES AND PAYMENT
3.1 Fees. In consideration of the Services and Goods provided and the rights granted to Customer under the Agreement, Customer shall pay the fees set out in the applicable Statement of Work. All fees are stated and payable in U.S. dollars.
3.2 Taxes, Shipping, and Related Costs. Customer is responsible for all sales, use, and excise taxes, and for all freight, shipping, delivery, and insurance costs and any costs of dismantling or disposal of Goods after use. Freight and shipping charges will be invoiced to and paid by Customer in accordance with this Section 3.
3.3 Expenses. Unless otherwise stated in the applicable Statement of Work, Customer shall reimburse WildForm Studios for all reasonable travel and out-of-pocket expenses incurred in connection with the Services within thirty (30) days after receipt of an invoice accompanied by receipts and reasonable supporting documentation.
3.4 Payment Milestones. The following payment milestones apply to all Statements of Work unless a Statement of Work expressly states different payment milestones and specifically references this Section 3.4: (a) a downpayment of fifty percent (50%) of the fees upon acceptance of the Statement of Work and due net thirty (30) days from the date of invoice; and (b) the remaining balance, invoiced upon WildForm Studios’ written notice to Customer that the Services are complete and the Goods are ready to ship, and due net thirty (30) days from the date of invoice.
3.5 Partial Invoicing. WildForm Studios may invoice Customer for partial delivery of the Services or Goods.
3.6 Disputed Invoices; No Setoff. Customer shall notify WildForm Studios promptly in writing of any good-faith dispute regarding an invoice, stating the basis of the dispute in reasonable detail, and shall timely pay all undisputed amounts. Customer has no right to withhold, offset, recoup, or debit any amounts owed to WildForm Studios.
3.7 Late Payments. Customer shall pay interest on all late payments at the lesser of five percent (5%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly, from the due date until paid. WildForm Studios is also entitled to recover from Customer its reasonable attorneys’ fees and other collection costs incurred to collect amounts not paid when due.
4. PERFORMANCE OF SERVICES; CUSTOMER RESPONSIBILITIES
4.1 Performance Standard. WildForm Studios shall use commercially reasonable efforts to meet any performance and delivery dates stated in a Statement of Work. Such dates are estimates only, unless the Statement of Work expressly designates a date as firm. Any firm date will be extended day-for-day for delays caused by Customer, including late approvals, late or incomplete Customer Property or information, or Customer-requested changes, and for any Force Majeure Event. WildForm Studios will promptly notify Customer if it reasonably expects a delay and will provide a reasonable estimate of an updated date.
4.2 Customer Property. If Services will be performed on materials supplied by Customer (“Customer Property”), WildForm Studios will exercise reasonable care with respect to the Customer Property. Risk of loss to Customer Property remains at all times with Customer. Customer acknowledges that WildForm Studios cannot guarantee that Customer Property will not be damaged in connection with the Services, particularly cleaning Services, and that, provided WildForm Studios exercises reasonable care, WildForm Studios will not be liable for damage to Customer Property, except to the extent such damage results from WildForm Studios’ gross negligence or willful misconduct.
4.3 Customer Responsibilities. Customer shall: (a) cooperate with WildForm Studios in all matters relating to the Services and, for Services performed at Customer’s facility, provide such access to Customer’s premises as WildForm Studios reasonably requests; (b) respond promptly to any request by WildForm Studios for direction, information, approvals, authorizations, or decisions reasonably necessary for WildForm Studios to perform the Services; (c) provide such Customer Property and information as WildForm Studios may request in a timely manner and ensure that it is complete and accurate in all material respects; and (d) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the Services are to start. WildForm Studios has no liability for any delay or deficiency in the Services resulting from Customer’s failure to perform these responsibilities.
5. DELIVERY; TITLE AND RISK OF LOSS; INSPECTION
5.1 Delivery. Unless otherwise stated in the Statement of Work, delivery of Goods will be made Ex Works, WildForm Studios’ facility (EXW under Incoterms® 2020).
5.2 Title and Risk of Loss. Title to and all risk of loss of the Goods pass to Customer upon tender of the Goods to Customer or to any common or private carrier. Carriers are deemed to be Customer’s agent, and Customer shall make all claims for damage in transit against the carriers. Any extra charges for additional services, including loading, storage, and handling, will be paid by Customer. Absent written instructions from Customer, WildForm Studios may, but is not required to, obtain insurance on Goods shipped, at Customer’s expense.
5.3 Inspection. Customer shall inspect all shipments and notify WildForm Studios in writing within ten (10) days after arrival of any shortage or defect in the Goods that is reasonably discoverable, unless a longer period is stated in the Statement of Work. Customer shall allow WildForm Studios a reasonable opportunity to inspect any Goods that Customer claims are nonconforming. Customer’s failure to notify WildForm Studios within that period constitutes an immediate and irrevocable acceptance of the Goods.
6. LIMITED WARRANTIES
6.1 Services Warranty. WildForm Studios warrants that it will perform the Services using personnel of required skill, experience, and qualifications, in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and will devote adequate resources to meet its obligations under the Agreement.
6.2 Goods Warranty. WildForm Studios warrants that Goods manufactured by WildForm Studios will be free from defects in material and workmanship for sixty (60) days from the date of shipment, unless a different period is stated in the Statement of Work (the “Warranty Period”). For purposes of this warranty, a defect in material or workmanship means a failure of the Goods, under normal use in accordance with WildForm Studios’ care instructions, caused by WildForm Studios’ construction, including failed seams or stitching, failed adhesives or bonding, broken or detached fasteners, zippers, or hardware installed by WildForm Studios, and failure of internal structures, frames, or mechanisms fabricated by WildForm Studios. WildForm Studios does not warrant conformity with any samples unless specifically stated in the Statement of Work, and no performance warranty is intended or implied unless specifically stated. Components manufactured by third parties and not modified by WildForm Studios are subject to the third-party manufacturer’s warranty, which WildForm Studios hereby assigns to Customer, and WildForm Studios has no liability for such components.
6.3 Exclusions. The limited warranty does not cover normal wear and tear or Goods that have been: (a) abused, neglected, or damaged by natural disasters; (b) repaired, altered, modified, disassembled, or reworked without WildForm Studios’ written consent; or (c) not stored, maintained, or operated in strict compliance with instructions furnished by WildForm Studios.
6.4 Warranty Claims. Any alleged breach of the limited warranty is waived if not reported to WildForm Studios in writing within the Warranty Period for Goods, or within ten (10) days after discovery of the defect for Services. Customer shall cease using allegedly defective Goods upon discovery of the defect until WildForm Studios has had a reasonable time to inspect them. WildForm Studios may require Customer to return allegedly defective Goods, freight prepaid, under WildForm Studios’ written authorization before remedying a warranty breach.
6.5 Exclusive Remedies. For nonconforming Goods, WildForm Studios shall, at its option, (a) repair or replace the Goods (or the defective parts) or (b) credit or refund the fees paid for the Goods at the pro-rata contract rate. For nonconforming Services, WildForm Studios shall, at its option, (y) re-perform the Services or (z) credit or refund the fees paid for them. THE REMEDIES IN THIS SECTION 6.5 ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND WILDFORM STUDIOS’ ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES.
6.6 Disclaimer. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 6 AND SECTION 9.8, WILDFORM STUDIOS MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. NO PROMISE OR AFFIRMATION OF FACT MADE BY ANY AGENT OR REPRESENTATIVE OF WILDFORM STUDIOS CONSTITUTES A WARRANTY OR GIVES RISE TO ANY LIABILITY OR OBLIGATION.
7. LIMITATION OF LIABILITY
7.1 Exclusion of Damages. EXCEPT FOR THE EXCLUDED CLAIMS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER 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 THE AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
7.2 Cap. EXCEPT FOR THE EXCLUDED CLAIMS, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO WILDFORM STUDIOS UNDER THE APPLICABLE STATEMENT(S) OF WORK DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS CAP DOES NOT LIMIT CUSTOMER’S OBLIGATION TO PAY FEES AND OTHER AMOUNTS DUE UNDER THE AGREEMENT.
7.3 Excluded Claims. “Excluded Claims” means liability arising from: (a) a party’s breach of Section 10 (Confidential Information); (b) a party’s infringement, misappropriation, or other violation of the other party’s intellectual property rights; (c) a party’s fraud or willful misconduct; or (d) death or bodily injury to the extent caused by a party’s negligence.
7.4 Application. These limitations apply to each party and its affiliates and their respective directors, officers, members, employees, and subcontractors.
8. INDEMNIFICATION
8.1 By Customer. Customer shall defend, indemnify, and hold harmless WildForm Studios and its officers, directors, members, employees, agents, affiliates, successors, and permitted assigns (collectively, the “WildForm Studios Indemnified Parties”) from and 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 and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, arising out of or occurring in connection with: (a) the performance of the Services by WildForm Studios; (b) Customer’s negligence, willful misconduct, or breach of this Agreement; (c) the use, misuse, modification, or disposal of the Goods by Customer or persons acquiring the Goods through Customer; or (d) any designs, specifications, trademarks, artwork, Customer Property, or other materials provided by or on behalf of Customer, including any claim that they infringe or misappropriate a third party’s rights. The foregoing shall not include any claims to the extent arising from WildForm Studios’ or any WildForm Studios Indemnified Party’s negligence, willful misconduct, or fraud.
8.2 By WildForm Studios. WildForm Studios shall indemnify (and at the option of Customer, defend) and hold harmless Customer and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, the “Customer Indemnified Parties”) from and 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 and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, arising out of or relating to any third-party claim in connection with: (a) WildForm Studios’ negligence, willful misconduct, or breach of this Agreement; or (b) a claim that the Deliverables (excluding any Customer-provided materials) infringe or misappropriate the intellectual property rights of a third party. The foregoing shall not include any claims to the extent arising from Customer’s or any Customer Indemnified Party’s negligence, willful misconduct, or fraud.
8.3 Procedures. The parties’ respective indemnification obligations hereunder are contingent upon: (a) the party seeking indemnity (the “Indemnified Party”) providing the party giving the indemnity (the “Indemnifying Party”) with prompt written notice of such claim; (b) the Indemnified Party providing reasonable cooperation to the Indemnifying Party, at the Indemnifying Party’s expense, in the defense and settlement of such claim; (c) the Indemnifying Party having sole authority to defend or settle such claim; and (d) the Indemnified Party not admitting any such claims and/or making any payments with respect to such claims without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. Failure or delay by the Indemnified Party with regard to its obligations in this Section shall not relieve the Indemnifying Party of its indemnification obligations herein except to the extent such failure or delay prejudices the Indemnifying Party’s defense of the claims covered herein. The Indemnified Party may participate in the defense of any claim through its own counsel and at its own cost and expense.
9. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
9.1 Applicability. This Section 9 governs ownership of and rights in all Deliverables, Preexisting Materials, and Customer Materials under the Agreement.
9.2 Definitions. (a) “Deliverables” means the specific designs, artwork, data files, documents, and finished Goods created by WildForm Studios specifically for Customer under a Statement of Work that incorporate Customer’s branding, trademarks, characters, or proprietary specifications, including any mascot or costume design created specifically for Customer. Deliverables do not include Preexisting Materials. (b) “Intellectual Property” means all copyrights, trademarks, service marks, logos, trade names and trade dress (and associated goodwill), patents and patent applications, design rights, rights in know-how and trade secrets, rights of publicity, moral rights, and all other industrial or intellectual property rights anywhere in the world, whether registered or unregistered. (c) “Preexisting Materials” means all materials, information, and technology owned or licensed by WildForm Studios that (i) were created, acquired, or developed before the effective date of the applicable Statement of Work or independently of the Services, or (ii) are of general application and not specific to Customer, including WildForm Studios’ base patterns, pattern libraries, construction and fabrication techniques, methodologies, processes, general-purpose tools, equipment, templates, tech packs and instructions for standard components, materials specifications, skills, know-how, and experience, together with all improvements and modifications to any of the foregoing, in each case to the extent they do not embody Customer’s branding, trademarks, characters, or Confidential Information. (d) “Customer Materials” means all Customer Property, designs, specifications, artwork, trademarks, characters, and other materials or Intellectual Property furnished by or on behalf of Customer.
9.3 WildForm Studios’ Preexisting Materials. WildForm Studios (or its licensors) retains all right, title, and interest in and to the Preexisting Materials. Nothing in the Agreement assigns or transfers ownership of any Preexisting Materials to Customer, and no Preexisting Materials are works made for hire. Effective upon payment in full under the applicable Statement of Work, WildForm Studios grants to Customer a non-exclusive, royalty-free, perpetual, worldwide license to use, reproduce, and display Preexisting Materials solely to the extent they are incorporated in, or necessary for Customer’s use of, the Deliverables. Customer shall not separate any Preexisting Materials from the Deliverables, use them to manufacture other goods, or provide them to any third party for that purpose.
9.4 Customer Materials. Customer retains all right, title, and interest in and to the Customer Materials. Customer grants WildForm Studios a limited, non-exclusive, royalty-free license to use the Customer Materials solely to perform the Services and create the Deliverables for Customer and as permitted by Section 9.6. Customer represents and warrants that: (a) it will comply with all applicable laws, including intellectual property laws; (b) the Customer Materials, and Customer’s designs, requests, and specifications, do not violate any third-party rights, including Intellectual Property rights; and (c) it has and will maintain all licenses, permissions, consents, and permits needed to carry out its obligations and to grant the rights in this Section 9.
9.5 Ownership of Deliverables. Conditioned upon and effective as of WildForm Studios’ receipt of payment in full for the applicable Statement of Work, Customer will own all Deliverables (excluding Preexisting Materials). To the extent permitted under applicable copyright law, such Deliverables are “works made for hire” as defined in 17 U.S.C. §§ 101 and 201(b), effective upon such payment, and to the extent any such Deliverable does not qualify as a work made for hire, WildForm Studios hereby assigns to Customer, effective upon such payment, its Intellectual Property right, title, and interest in that Deliverable. Until payment in full, WildForm Studios retains all rights in the Deliverables and grants Customer only a limited license to review them for approval purposes.
9.6 Portfolio Use. Notwithstanding anything to the contrary, Customer grants WildForm Studios a non-exclusive, royalty-free, perpetual, worldwide license to photograph, record, and display images and video of the Goods and Deliverables, with Customer’s name, branding, and trademarks removed or obscured, in WildForm Studios’ portfolio, website, social media, and other marketing and business development materials. If the Statement of Work identifies a character or design that Customer has not yet publicly released, WildForm Studios will not publicly display it until Customer’s public release, or earlier with Customer’s written approval, which will not be unreasonably withheld or delayed. Any other use of Customer’s name or trademarks requires Customer’s prior written consent.
9.7 Know-How. Nothing in the Agreement restricts WildForm Studios from using the general skills, techniques, know-how, and experience gained or developed in performing the Services, including in providing services to other clients, provided WildForm Studios does not use Customer’s Confidential Information, trademarks, or Deliverables in doing so.
9.8 Remedies. Each party acknowledges that a breach of this Section 9 may cause the other party irreparable harm for which money damages may not be an adequate remedy. In addition to any other available rights or remedies, the non-breaching party may seek specific performance, injunctive relief, or other equitable relief from a court of competent jurisdiction in accordance with Section 12.6, which relief will be granted only upon such court’s determination that the applicable legal standards have been met.
10. CONFIDENTIAL INFORMATION
10.1 Obligations. All non-public, confidential, or proprietary information of a party (the “Disclosing Party”), including samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, and rebates, disclosed to the other party (the “Receiving Party”) in connection with the Agreement, whether orally or in written, electronic, or other form, and whether or not marked as confidential (“Confidential Information”), is confidential, may be used solely to perform the Agreement, and may not be disclosed or copied unless authorized by the Disclosing Party in writing. WildForm Studios’ Preexisting Materials are WildForm Studios’ Confidential Information.
10.2 Exclusions. This Section 10 does not apply to information that is: (a) in the public domain through no fault of the Receiving Party; (b) lawfully known to the Receiving Party before disclosure; or (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third party.
10.3 Return; Remedies. Upon the Disclosing Party’s request, the Receiving Party shall promptly return or destroy the Disclosing Party’s Confidential Information. Each party may seek injunctive relief for any violation of this Section 10. The Disclosing Party retains all right, title, and interest in its Confidential Information.
11. TERM AND TERMINATION
11.1 Term. These Terms apply to each Statement of Work from its acceptance until completion of the Services and Goods under it, unless terminated earlier under this Section 11.
11.2 Termination for Cause. Either party may terminate the Agreement or any Statement of Work upon written notice if the other party: (a) materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach in reasonable detail; or (b) 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. Customer’s failure to pay any undisputed amount within ten (10) days after written notice of nonpayment is a material breach.
11.3 Termination for Convenience. WildForm Studios may terminate a Statement of Work for convenience upon sixty (60) days’ prior written notice to the other party, unless a different period is stated in the Statement of Work.
11.4 Payment on Termination. Upon any expiration or termination of the Agreement or a Statement of Work, for any reason, Customer shall pay WildForm Studios for: (a) all Services performed and Goods delivered through the effective date of termination; (b) all non-cancellable costs and expenses incurred, and materials ordered, by WildForm Studios before receipt of the notice of termination; and (c) a pro-rata portion of the fees attributable to work in progress as of the effective date of termination.
12. GENERAL
12.1 Force Majeure. WildForm Studios will not be liable for any delay or non-performance caused in whole or in part by any event beyond WildForm Studios’ reasonable control, including, without limitation, acts of government, war, terrorism, riots, acts of God, pandemic, epidemic, machinery breakage, or shortage of or inability to secure labor, transportation, fuel, energy, raw materials, supplies, or machinery at reasonable prices or from regular sources (each, a “Force Majeure Event”).
12.2 Independent Contractors. The parties are independent contractors. Nothing in the Agreement creates any agency, partnership, franchise, joint venture, employment, or fiduciary relationship, and neither party may bind the other. No exclusivity is created by the Agreement.
12.3 Assignment. Neither party may assign, transfer, or delegate the Agreement or any of its rights or obligations without the other party’s prior written consent, which will not be unreasonably withheld, except that either party may assign the Agreement without consent to (a) an affiliate or (b) a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets or the business to which the Agreement relates, provided that the assigning party gives prior written notice and the assignee agrees in writing to assume all of the assigning party’s obligations. WildForm Studios may use subcontractors in performing the Services and remains responsible for their performance. Any purported assignment in violation of this Section is void. The Agreement binds and benefits the parties and their permitted successors and assigns.
12.4 No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties and their permitted successors and assigns, and nothing in it confers any right or remedy on any other person.
12.5 Amendment; Waiver; Severability. No amendment or waiver is effective unless in writing and signed (including by electronic signature) by both parties, except as provided in Section 1.3. No failure or delay in exercising any right operates as a waiver. If any provision is invalid or unenforceable in any jurisdiction, that does not affect any other provision or the provision’s enforceability in any other jurisdiction.
12.6 Governing Law; Jurisdiction; Jury Waiver. The Agreement is governed solely by the laws of the State of Delaware, excluding conflict-of-law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party consents to personal jurisdiction in the State of Minnesota, and any controversy or claim arising from or relating to the Agreement will be resolved exclusively in the state or federal courts located in Hennepin County, Minnesota. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH THE AGREEMENT OR THE GOODS OR SERVICES. Service of process may be made outside Minnesota by certified mail to a party’s last known principal office or by any other means authorized under Minnesota law.
12.7 Notices. Notices under the Agreement must be in writing and delivered personally, by nationally recognized overnight courier, by certified mail, or by email with confirmation of transmission, to the addresses stated in the applicable Statement of Work (or, for WildForm Studios, 719 Minnehaha Ave E, St. Paul, MN 55106).
12.8 Entire Agreement. The Agreement, including these Terms and each Statement of Work and any exhibits, schedules, or attachments, is the sole and entire agreement of the parties regarding its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, written or oral.
12.9 Survival. Sections 3, 6 through 10, 11.4, and 12, and any other provision that by its nature should survive, survive the expiration or termination of the Agreement.