The following terms and conditions (these “Terms and Conditions”) govern, and are made a part of, the Product Storage Agreement form (the “PSA Form”) executed by the “Customer” named on the PSA Form (the “Customer”) in favor of HPL Cold Storage, a Tennessee limited liability company, its affiliates, parents, and subsidiaries (the “Company”). Collectively, the PSA Form and these Terms and Conditions constitute the “Agreement.”

1. APPLICATION. These Terms and Conditions set forth the general terms and conditions for the Agreement between the Customer and the Company, and the terms of these Terms and Conditions shall be deemed incorporated into the PSA form without the need to physically attach these Terms and Conditions or reiterate them in the PSA form. These Terms and Conditions and the PSA form between Customer and Company and supersede all other oral or written representations, understandings or agreements on the subject matter, therefore. These Terms and Conditions may be modified by Company from time to time and a revised copy shall be provided to Customer for acknowledgement electronically upon renewal of Customer’s PSA-in the event Customer neither acknowledges nor objects to the Terms and Conditions upon PSA renewal, the revised Terms and Conditions shall govern; otherwise, in the event of any conflict between these Terms and Conditions and any other agreement between Customer and the Company, these Terms and Conditions shall govern. No release from any of these Terms and Conditions shall be binding unless agreed to in writing by the parties in which writing specifically refers to the applicable provision(s) of these Terms and Conditions to be released.
2. STORAGE. The Company shall store products that the Customer wishes to store at the Company storage facility detailed in the PSA Form. (the “facility”) as detailed in this Section 2.
1. AII GOODS for storage shall be delivered to the warehouse properly marked and packed for handling.
2. Customer shall furnish, at or prior to such delivery, a manifest showing marks, brands, or sizes to be kept and accounted for separately and the class of storage desired. Otherwise, the GOODS may be stored in bulk or assorted lots in freezer, cooler or general storage at the discretion of the Company and charges for such storage will be made at the applicable storage rate.
3. Receipt and delivery of all or any units of a LOT shall be made without subsequent sorting except by special arrangement and subject to a charge.
4. Company shall store and deliver GOODS only in the packages in which they are originally received unless otherwise agreed to in writing.
5. Unless Customer shall have given, at or prior to delivery of the GOODS, written instructions to the contrary, Company, in its discretion, may commingle and store in bulk different lots of fungible GOODS, whether owned by the same Company.
6. Company shall not be responsible for segregating GOODS by production code date unless specifically agreed to in writing and subject to charge.
7. General Storage. If the Customer is a Service Customer, the Company agrees to hold any deliveries of the Customer’s Product received by the Company in the Company’s warehouse for fifteen (15) days and to notify the Customer of the arrival of such items within a reasonable time after arrival. If, after 15 days, the Customer has not moved the delivered items from the warehouse to the Customer’s storage or authorized the Company to do so, the Company shall relocate all nonstandard the labor to relocate any pallets will be paid by the Customer at the Company’s current rate for each.
3. ACCESS TO STORAGE. Access to Storage. The Customer shall have access to its storage at any time during the normal business hours of the applicable Facility, as determined from time to time by the Company. Additionally, the Customer shall have access to a storage for the duration of any event for which the Customer will need to make appointment, regardless of whether these events take place during normal business hours of the applicable Facility, as determined from time to time by the Company. Additional access to the Customer’s storage outside of normal business hours may be pre-arranged by mutual agreement between Customer and Company.
4. TITLE AND INSPECTION. Title to the Customer’s product shall remain vested in the Customer at all times during the term of this Agreement. Nothing in this Agreement shall be considered as constituting a sale of the Customer’s Product to the Company, or as giving the Company any interest to the Customer’s product, except as provided in Section 11 of these Terms and Conditions. The Company and its agents shall have the rights at all times during the term of this Agreement to examine the Customer’s Product for the purpose of, among other things, inspecting the integrity of the packing and contents thereof and to inventory these contacts (as provided herein).

5. TERM AND STORAGE CHARGES.
1. One Year Term. If on the PSA Form, the Customer has selected a “One-Year Term” option with respect to any service option(s), then with respect to such option(s): (i) the Initial Term of this agreement (the “Initial Term”) shall be one year, commencing on the date first referred to in the PSA Form (the “Effective Date”), (ii) the Customer shall pay the Company the applicable One-Year Storage Charge(s) (as set forth in the PSA Form) owed in the Initial Term upon execution of this Agreement, and (iii) unless earlier terminated as provided herein, upon the expiration of the Initial Term or any Renewal Term (as hereinafter defined), this Agreement shall automatically renew for an additional Renewal Term of one-year on these Terms and Conditions, provided, however, that the applicable One-Year Storage Charge(s) shall be adjusted to the Company’s then-current applicable One-Year Storage Charge(s) for new customers.
2. Term. With respect to any service options selected by customer, each renewal period described in this Section 7, whether for a period of one, two, or three years or a period of one or three months, as applicable, is a “Renewal Term”, together, the Initial Term and all Renewal Terms are the “Term”, the beginning of any Renewal Term as a “Renewal”. Notwithstanding anything to the contrary set forth in this Agreement, these Terms and Conditions shall govern the Agreement throughout the Initial Term in any Renewal Term for any service option; provided, however, that, on written notice provided to the Customer not less than thirty (30) days prior to the end the Customer’s then-current Term which specifies any applicable changes, (A) the Storage Charge(s) applicable to any subsequent Renewal Term may be adjusted by the Company, and (B) these Terms and Conditions may be amended by the Company, and, in either case, shall be binding on the Customer effective as of the first day of the next Renewal Term applicable to the Customer.
3.  Storage Charges. Collectively, the One-Year Storage Charge(s), “Storage Charges.” Except as otherwise expressly provided in this Agreement, all Storage Charge payments are non-refundable. In the event of any Renewal, the Customer shall be invoiced for each Renewal Term no later than thirty (30) days prior to the beginning of such a Renewal Term, and the Storage Charges for any such Renewal Term are due on the first day of such Renewal Term
4. Term Expiration Fee. If the Customer chooses to terminate this Agreement upon the completion of the Initial Term or Renewal Term, the Customer shall notify the Company prior to the expiration date and remove any remaining product stored at the Facility on or before the expiration of the current term. If the Customer has product stored at the Facility beyond the expiration of the term, this Agreement shall automatically renew for an additional Renewal Term of one calendar month subject to these Terms and Conditions, provided, however, that the applicable calendar month storage charge(s) shall be equal to one-third (⅓) of the Company’s then-current Quarterly Storage Charge(s) for new customers, plus a 20% administrative fee. Customer’s access to the facility will be limited to until storage charge(s) is paid in full.

6. CONSOLIDATED SHIPPING/HPL COLD STORAGE PICKUP SERVICES.    In the event that the Customer desires to engage the Company or one of its affiliates (including, but not limited to HPL Cold Storage Transit) to assist the Customer in coordinating the shipment and/or transportation of the Customer’s product from a location identified on one or more bill(s) of lading issued by the Company or one of its affiliates (the “Origin”) to a new storage location identified or to be identified on one or more bill(s) of lading issued by the Company or one of its affiliates (the “Destination”), the Company or one of its affiliates will coordinate the shipment and/or transportation of the Customer’s product from the Origin to the Destination (the “Transit Services”) in accordance with the Terms and Conditions of this Agreement and, specifically, this Section 8.
1.  Title. Title to the Customer’s product will remain vested in Customer at all times during the performance of any Transit Services; provided that, where necessary in connection with the Company or one of its affiliates providing the Transit Services, the Company or one of its affiliates may temporary early take possession of the Customer’s product or the Customer’s product may otherwise come under the care, custody and control of the Company or one of its affiliates.
2. The Destination. Customer hereby represents and warrants to the Company that, to the best of Customer’s knowledge, the Destination (as same may be changed from time to time, as described below) is a permissible location for delivery and storage of the product under all applicable laws and regulations.
3. Compliance with Laws. The Customer shall not ship or direct the Company or one of its affiliates to ship, any item which shall be in violation of any order or requirement imposed by any Board of Health, Department of Sanitation, Police Department or other governmental agencies, or in violation of any other legal requirement. The Customer agrees to fully comply with all federal, state, and local laws regarding the ownership, transportation, labeling, taxation, or other use of product as contemplated by this Agreement. By its execution of the PSA form, the Customer hereby represents that it has good title to the Customers product and that there are not legal restrictions relating to the Customers right to ship any items with respect to which the Customer engages the Company or one of its affiliates to perform Transit Services.
4. Responsibility for Taxes. Neither any provision of this Agreement nor any action of the Company or one of its affiliates constituting Transit Services hereunder shall release Customer from any liability for payment of any and all sales taxes, use taxes, duties or similar obligations (nor from its responsibility to make any and all related filings, reports or declarations) associated with the Customer’s product.
7. ADDITIONAL CHARGES.
1. Late Charges and Taxes. In the event the Customer’s account remains unpaid for ten (10) days after the due date on the invoice for any amounts, a late fee of $250 will be added to the invoice total by the Company. The Company shall add an additional 1.5% of the outstanding amount for each thirty (30) day cycle in which amounts remain overdue on the Customer’s account. The Company shall charge and collect from the Customer any and all applicable taxes with respect to the Company’s provision of storage space to the Customer pursuant to this Agreement.
2. Open Pallet Charge. In addition to the Storage Charges described above and the other charges described herein, if the Customer has selected Wrapped Pallet Storage hereunder, the Customer shall be charged the “Open Pallet Charge” each time the Customer delivers new or additional units of Customer’s product for Pallet Storage in the Facility and each time the Customer removes (or causes the removal of) any of the Customer’s product from pallet Storage in the Facility. The Company’s prevailing rate displayed on the HPL Cold Storage Welcome Kit will be utilized for the Open Pallet Charge, no Open Pallet Charge shall be refunded in the event the Company terminates this Agreement for any reason; provided, that no additional Open Pallet Charge shall be charged for the Company’s shipment of any Customer’s product remaining at the Facility as provided in this subsection.
3. Supply Services. The Company may offer packing supplies (including, pallets, stretch wrap, and other supplies) for any of the Customer’s Products held in storage or being delivered to or from the Facility. Rates are available upon request and are subject to change anytime at the Company’s discretion.
4. Consolidated Shipping/HPL Pick-Up Services. In addition to any fees set forth elsewhere in this Agreement, the fees to be paid by the Customer to the Company or one of its affiliates in consideration of the Transit Services (the “Transit Fee”) shall be billed at the Company’s prevailing rates displayed on the HPL Cold Storage Welcome Kit, based on one of two service options: (i) billed per Piece where the Origin of the Customer’s product is a HPL Cold Storage facility and the Destination is another HPL Cold Storage facility, (ii) billed per Piece where the Origin of the Customer’s product is not a HPL Cold Storage facility and a pickup is needed (within a predetermined pick up radius) and the destination is another HPL Cold Storage facility. Packing, inventory, and consolidation services are not included in the Transit Fee. If requested by the Customer, the Company or one of its affiliates shall provide such services, which are billable to and payable by the Customer in 15 minutes increments at the company’s current hourly labor rate, per person working to provide such services, plus the cost of packaging materials to be charged per the material rate schedule that will be or has been provided to the Customer. If a Customer does not request the Company or one of its affiliates to provide such additional services, it is the Customer’s responsibility to ask retailers to consolidate product in as few boxes as possible in order to keep shipping costs down.
5. Participation in Litigation or Other Legal Situations Outside the Normal Scope of Providing Storage Service. If for the purpose of any civil or criminal legal proceeding, the Company is required by a court of law, arbitrator, or government agency, to provide records of the Customer’s product storage, all time required to comply will be billboard to the customer at the rate of $500 per hour or the current prevailing rate of the Company’s counsel, whichever is higher at the time. Similarly, in the event that the Company is required to respond to any legal inquiries outside the normal scope of providing storage services with regard to the Customer’s product, all time required to respond to any such inquiries will be billable to the Customer at the same rate.
8. RISK OF LOSS, INDEMNIFICATION AND LIMITATION OF LIABILITY
1. Risk of Loss. If the Customer has agreed in the PSA Form to purchase specific product coverage through the Company, the terms of such product coverage are set forth on the PSA Form. If the Customer has not agreed in the PSA form to purchase specific product coverage (including if the Customer has left such option blank in the PSA form), Customer has thereby waived all offers of such coverage and agreed to be responsible for all risk of loss with respect to the Customer’s product that is the subject of this agreement. Notwithstanding anything in this Agreement, nothing in this Section shall shift to the Customer any loss caused by the Company’s gross negligence or willful misconduct.
2. Indemnity. By its execution of the PSA form, the Customer unconditionally, irrevocably and absolutely agrees to protect, defend, indemnify and hold harmless the Company and the Company’s past, present and future members, managers (if any), employees, agents and other representatives, and each of the foregoing‘s heirs, personal representatives, successors and assigns (collectively the “Indemnitees” and individually an “Indemnitee”), from any and all manner of actions, suits, debts, sums of money, interest owned, accounts, controversies, agreements, guaranties, promises, undertakings, charges, damages, judgments, executions, obligations and reasonably incurred costs, expenses and fees (including reasonable attorneys’ fees and court costs), counterclaims, claims, demands, causes of action, liabilities, losses and amounts paid in settlement incurred, paid or sustained by any of the Indemnitees, in each case in connection with, arising out of, based upon, relating to or otherwise involving: (i) the transport, handling, or storing of the items placed or to be placed into storage (other than that which arises from or relates to the intentional misconduct or negligence of the Company), or the effect on such items of any ambient conditions, fire, flood, failure of interior and/or exterior structures both secured and/or unsecured, sprinkler discharge, or any other claim that may arise from conditions or factors beyond the control of the Company; (ii) a breach of any provision or representation of this agreement by the Customer; (iii) the use by the Customer and the Customer’s agents, representatives, shareholders and members (if any) of the Customer’s storage or pallet and any damage caused thereto by the negligence or intentional acts of the Customer or its agents; and (iv) the assertion of any claim of subrogation against any Indemnitee by any third party (including but not limited to any insurance company) arising out of order with respect to this Agreement and the performance of any obligation hereunder. If any such actions, suit or proceeding is commenced against, or any such claim, demand or amount is assessed against, any of the Indemnitees in respect of which any of the Indemnitees proposes to demand indemnification hereunder, the Customer is to be notified to that effect with reasonable promptness. The Indemnitee is to control the defense of any such action, and may be employ counsel and defense thereof, all at the Customer’s expense, unless and until the Customer satisfies or otherwise settles such action and obtains a release of the Indemnitee from the third-party bringing such action, in a form acceptable to the Indemnitee and Indemnitee’s counsel. Notwithstanding the above, no Indemnity is entitled to indemnification hereunder as a result of any Indemnitee’s gross negligence or willful misconduct.

9. Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT WHEN COMPANY IS IN POSSESSION OF YOUR GOODS, YOU ARE SOLELY RESPONSIBLE FOR ANY ACTUAL OR ALLEGED HARMS SUSTAINED BY YOU OR YOUR GOODS AS DETERMINED UNDER APPLICABLE LAW. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, BY STATUTE OR OTHERWISE) SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, OR LOST DATA. FOR AVOIDANCE OF DOUBT, COPMANY IS NOT LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE GOODS DAMAGE CAP OR THE AGGREGATE LIABILITY CAP SET FORTH BELOW, WHICHEVER IS THE LESSER AMOUNT.
10. Insurance, Damage and Loss of Goods:
1. YOU AGREE THAT THE GOODS STORED OR WAREHOUSED BY THE COMPANY ARE NOT INSURED AGAINST LOSS OR DAMAGE BY THE COMPANY. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING INSURANCE COVERAGE FOR THE GOODS, AND INSURANCE IS AVAILABLE AT YOUR SOLE COST AND EXPENSE. NOTWITHSTANDING YOUR PURCHASE OF INSURANCE COVERAGE, IN THE EVENT OF LOSS, DAMAGE, OR DESTRUCTION OF GOODS (“GOODS LOSS”) FOR WHICH THE COMPANY IS OR MAYBE LEGALLY LIABLE, YOU AGREE THAT THE COMPANY’S LIABILITY SHALL NOT EXCEED THE GOODS DAMAGE CAP SET FORTH BELOW. FOR INSURANCE TO APPLY TO YOUR CLAIM, YOU MUST PURCHASE THE INSURANCE PRIOR TO THE GOODS LOSS. THE COMPANY DOES NOT REPRESENT, WARRANT, OR GUARANTY THAT INSURANCE WILL COVER ALL OR A PORTION OF YOUR GOODS LOSS. THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE IF INSURANCE COVERAGE IS NOT AFFORDED FOR THE GOODS LOSS OR IF COVERAGE IS DENIED. THE DECISION TO PURCHASE INSURANCE AND ITS EXPENSE IS YOURS ALONE. ALL SUCH INSURANCE IS PROVIDED BY THOSE THIRD- PARTY INSURANCE CARRIERS OR BROKERS YOU MAY SELECT. THE COMPANY DOES NOT AND WILL NOT SELL INSURANCE AND SHALL NOT BE DEEMED AN INSURANCE PROVIDER
2. IN THE EVENT THAT THE COMPANY IS FOUND LEGALLY LIABLE FOR HARMS SUSTAINED BY YOUR GOODS, YOU AGREE THAT THE COMPANY’S MAXIMUM LIABILITY FOR GOODS LOSS (INCLUDING LOSS FROM ANY GOODS COUNT INACCURACIES) WILL BE LIMITED TO THE ACTUAL PRODUCT VALUE OF THE GOODS, WHICH SHALL BE MEASURED BY THE ORIGINAL PURCHASE INVOICE FROM THE MANUFACTURER OR SUPPLIER, SUBJECT TO A CAP OF 5% OF THE TOTAL PRODUCT VALUE OR ONE MONTH OF THE AVERAGE BILLABLE STORAGE, WHICHEVER IS LOWER (“GOODS DAMAGES CAP”).
3. FOR GREATER COVERAGE, YOU MUST ADD INSURANCE IN YOUR ACCOUNT SETTINGS ON THE GOODS THAT YOU WISH TO BE COVERED BY INSURANCE, IN WHICH CASE AN INCREASED CHARGE WILL BE MADE BASED UPON SUCH INCREASED COVERAGE. NO SUCH COVERAGE SHALL BE VALID UNLESS PAID FOR BEFORE LOSS, DAMAGE, OR DESTRUCTION TO ALL OR ANY PORTION OF THE GOODS HAS OCCURRED.
4. EXCLUSIVE REMEDY. THE GOODS DAMAGE CAP SET FORTH IN THIS SECTION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY AGAINST THE COMPANY FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER RELATING TO LOSS, DAMAGE, AND/OR

DESTRUCTION OF GOODS, AND SHALL APPLY TO ALL CLAIMS, INCLUDING GOODS SHORTAGE OR ANY OTHER CLAIMS RELATING TO THE SERVICES (INCLUDING CONVERSION OR THEFT CLAIMS).

5. IN ANY EVENT, THE COMPANY’S MAXIMUM AGGREGATE LIABILITY TO YOU, NOTWITHSTANDING THE NATURE OR GROUNDS FOR ALL CLAIMS, INCLUDING THE BREACH OF THIS AGREEMENT BY THE COMPANY SHALL NOT EXCEED $2,000 FOR ANY CLAIMS NOT COVERED BY THE GOODS DAMAGE CAP. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT AND THE PARTIES RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
6. In addition to any limitations set forth elsewhere in this Agreement, In the event that the Transit Services performed by the Company including the packing of product into containers for consolidated shipping/HPL Pick-Up services, the Company is not responsible, and shall not be held liable, for any claimed or stated discrepancies in inventory by Customer unless: (a) Customer request and the Company performs, for an additional charge, an inventory of the product before shipment; and (b) a member of the Company’s team is present for the unpacking of the Product upon its arrival at the Destination; and In the event that the Transit Service performed by the Company do not include the packing of the product into containers for consolidated shipping or HPL PickUp services, the Company is not responsible, and shall not be held liable, for any claimed or stated discrepancies in inventory.

11.  LIEN AND HOLDOVER. The Company claims a lien on all items of Customer’s property sort of the Facility. Customer’s property stored at the Facility may be soldby the Company to satisfy this lien for any rent, labor or any other expenses or charges owed by the Customer if the Customer is in default under the terms of this Agreement or any other agreement between the Customer and the Company for a period of more than thirty (30) days. Such sale shall be done in a commercially reasonable manner as determined by the Company, with any proceeds from the sale to be used first to satisfy the lien and any surplus to be held for delivery on demand to the Customer for one year after receipt of proceeds of the sale and satisfaction of the lien. No proceeds shall be paid to the Customer until the Customer files a sworn affidavit with the Company that there are no other valid liens outstanding against the property sold and that the Customer shall indemnify the Company for any damages incurred or moneys paid by the operator due to claims arising from other lienholders of the property sold. After the one-year period described above, any proceeds remaining after satisfaction of the lien shall be considered abandoned property to be reported and paid to the state treasurer in accordance with laws pertaining to the disposition of unclaimed property. The Company may otherwise dispose of any property subject to its lien that has no commercial value.

12. GENERAL PROVISIONS
1. Use; Compliance with Laws. The Customer shall use its storage or pallet for the storage of the Customer’s Product and for no other purpose. Such storage space will not be used for operation of any business or for human or animal occupancy, nor will trash, food or other materials be allowed to accumulate. The Customer shall not store any item at the Facility which shall be in violation of any order or requirement imposed by any Board of Health, Department of Sanitation, Police Department, or other governmental agency, or in violation of any other legal requirement. The Customer agrees to fully comply with all federal, state, and local laws regarding the ownership, transportation, labeling, taxation, or other use of products as contemplated by this Agreement. By its execution of the PSA form, the Customer hereby represents that it has good title to all stored items and that there are not legal restrictions relating to the Customer’s right to store such items.
2. Effective Date. This agreement shall become effective as of the date set forth in the PSA Form.
3. Termination. Either party may terminate this Agreement by providing a written notice of termination to the other party. Any termination shall be effective thirty (30) days after receipt of such termination notice, subject to subsections (ii) and (iii), below.
1. If the Customer terminates this Agreement pursuant to non-renewal of the Term under Section 7, the Customer shall remove any remaining product stored at the Facility on or before the effective date of such termination. If the Customer terminates this Agreement for any other reason, Customer shall remove any remaining stored items from the Facility within ten (10) days of termination. All Storage Charges are non-refundable, and Customer shall have no right to a refund by Company of any pre-paid Storage Charges.
2. If your Company terminates the Agreement for any reason, the Company will ship any Customer’s Product remaining at the Facility, at the Customer’s sole expense, to the Customer’s last-known address as maintained in the Company’s records, unless Customer otherwise notifies the Company in writing within ten (10) days of Customer’s receipt of the Company’s termination notice. If the Company terminates the Agreement for any reason, the Company shall refund that portion of the Customer’s paid Storage Charges equal to the proportion of the Agreement that remains after the date of termination, with such proportions based on a 365-day year. 
3. The termination of this Agreement or any provision hereof not affect the rights and obligations of the parties with respect to actions taken or omissions made, or purchases or sales consummated, prior to the effective date of such termination.
4. Representations and Warranties. In addition to the representations and warranties elsewhere provided in this Agreement, the Customer hereby represents and warrants to the Company that: (i) the Customer is the legal and beneficial owner of the Customer’s Product or has been authorized by a legal and beneficial owner of the Customer’s Product to enter into this Agreement on such owner’s behalf; and (ii) if other than an individual, the Customer has been duly organized, is in good standing, and has received all requisite organizational authority to enter into this Agreement. The Company hereby represents and warrants to the Customer that it is duly organized under the laws of the State of Tennessee, is in good standing and has received all requisite organizational authority to enter into this Agreement.
5.  Entire Agreement; Survival. This Agreement (including the PSA Form) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous statements, representations, warranties, actions, omissions, arrangements, understandings, or other agreements of the parties in connection therewith. In the event of any conflict between the PSA Form and these Terms and Conditions, the provisions of these Terms and Conditions shall govern.
6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all such counterparts shall constitute but one in the same agreement. For purposes of this Agreement, a document (or signature page thereto) signed and transmitted by facsimile machine or telecopier or .pdf attachment to an e-mail is to be treated as an original document. The signature of any party thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document.
7. Assignment. The Customer shall not, without the express prior written consent of the Company, sublet, assign, or transfer the rights for obligations under this Agreement or any part thereof.
8. Successors and Assigns. This Agreement shall be binding upon each party and their respective permitted successors and permitted assigns and shall inure to the benefit and be enforceable by the other party and its permitted successors and assigns.
9.     Severability. In the event that one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect, and of the remaining provisions contained herein, shall not be in any way impaired thereby.
10. Relationship. The relationship between the Company and the Customer shall be solely that of independent contractors, and this Agreement shall not be deemed to create any relationship of agency, employment, partnership, or joint venture between the parties
11.     Additional services. The terms of this Agreement shall apply to any services (in addition to the storage of goods) rendered to the customer by the Company, including, but not limited to, pick-up and or delivery of goods, handling, repackaging, and inventory, except as otherwise provided in such additional agreement as may be applicable to such services.
12. Deliveries. If the Customer has a delivery to the company where the address is not named on the PSA, the Customer must supply written authorization from the addressee that the delivery is to be added to the Customer’s storage. The Company reserves the right to refuse acceptance of such deliveries with or without the supplied authorization.
4. Amendment. This agreement shall not be amended or waived, nor shall any consent to any departure by any party from the terms and conditions thereof be effective, unless in a writing signed by or on behalf of each party, except as otherwise provided herein.
5.  Submission to Jurisdiction. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO MAY BE BROUGHT IN THE COURTS OF THE COUNTY OF MADISON, STATE OF TENNESSEE OR ANY COURT OF THE UNITED STATES OF AMERICA FOR THE WESTERN DISTRICT OF TENNESSEE AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF SUCH COURTS. THE PARTIES IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO EACH OF THE OTHER PARTIES AT ITS ADDRESS PROVIDED HEREIN, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.
6. Governing Law. This Agreement shall be governed and construed in accordance to the laws of the State of Tennessee, without regard to choice of law or conflict rules or laws