Nothing contained herein shall be construed to place the parties in the relationship of partners, joint venturers, principal and agent or franchisor and franchisee. Neither party is authorized to assume or undertake any obligation of any kind, express or implied, on behalf of the other party. This Agreement shall not be amended, modified or altered except by written instrument duly executed by both of the parties hereto, except as otherwise provided herein. No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. If any provision of this Agreement (or any portion thereof) is found to be invalid, illegal or unenforceable for any reason whatsoever, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their successors and assigns; provided, however, that Licensee may not assign any of its rights or obligations under this Agreement without ACA's prior written consent. Any change in controlling ownership interest in Licensee shall be deemed an assignment, unless otherwise agreed in writing by ACA. This Agreement shall be governed and construed in accordance with the laws of the State of Indiana. All actions arising out of this Agreement may be brought only in a state or federal court located in Marion County, Indiana, and the parties hereby consent to the jurisdiction and venue of such courts for purposes of such actions. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and shall be deemed to supersede all prior and contemporaneous agreements, representations, and understandings whether written or oral, and the same shall be deemed to have been merged into this Agreement.