This Platform Agreement (“Agreement”) is effective as of the date of execution of the first Order Form (“Effective Date”) by and between OrchardLink Inc. (“OrchardLink”), and the Client identified on the Order Form (“Client”), for the provision of services in accordance with the following terms and conditions.

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UPON EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR, BY OTHERWISE ACCEPTING THIS AGREEMENT, CLIENT AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree to the terms of this Agreement, OrchardLink is not willing to grant any right to use or access the Platform to you. When used herein the term “Agreement” includes the body of this Agreement, all Order Forms, and all addendums, exhibits, and attachments hereto or referenced herein. In the event of a conflict between the body of this Agreement and an Order Form, addendum, exhibit, schedule, or other attachment, the body of this Agreement shall govern. OrchardLink and Client may be referred to in this Agreement individually as a “Party” and together as the “Parties.” For purposes of this Agreement, “Order Form” means one or more duly signed and executed OrchardLink subscription order forms which reference this Agreement and all Order Forms are hereby incorporated herein.

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IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, DEVELOPER, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE THE TERM “CLIENT” SHALL HEREAFTER REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU ARE HEREBY NOT PERMITTED AND MAY NOT USE THE PLATFORM (OR ANY OTHER TECHNOLOGY, SERVICES, CONTENT, OR PRODUCTS OFFERED BY ORCHARDLINK) IN ANY MANNER.

1. Term. The term of this Agreement shall commence on the earlier of the Effective Date or Client’s first use of the Platform and continue in full force until the expiration or termination of all outstanding Order Forms in accordance with the subscription period set forth on the relevant Order Form (the “Term”).

• Access to Platform. 
• Access Grant. Subject to the terms and conditions of this Agreement, OrchardLink grants to Client a non-exclusive, non-transferable, non-sublicensable, limited subscription license for Client and its End Users to access and use OrchardLink’s  proprietary cloud-based messaging platform, that enables businesses to design, deploy, manage, and optimize AI-powered conversational agents and messaging experiences across Rich Communication Services (RCS), SMS, WhatsApp, Apple Messages for Business, web chat, and other supported communication channels, together with all related software, API’s, documentation, dashboards, analytics, and associated services (collectively, the “Platform”). Client’s authorized use of the Platform shall be subject to the purposes set forth on the Order Form. The Platform utilizes artificial intelligence and machine learning technologies to generate conversational responses, recommendations, and other outputs (“AI Outputs”). AI Outputs are probabilistic in nature and may contain inaccuracies, omissions, outdated information, or unintended content. Client acknowledges that AI Outputs should not be relied upon as the sole basis for legal, financial, medical, employment, or other material decisions without appropriate human review.
• End Users. For purposes of this Agreement, “End Users” means Client’s employees, developers, contractors, and representatives who are authorized to access the Platform on Client’s behalf, and for which Client will remain liable and responsible. Each End User must complete the then-current OrchardLink registration process by providing OrchardLink with current, complete, and accurate information. Client and its End Users are solely responsible for protecting End User account credentials, including passwords, and take full responsibility for any and all use of Client accounts and activities that occur under Client accounts. Client will notify OrchardLink immediately upon learning of any unauthorized use of a Client account or any other breach of security related to the OrchardLink Platform or a Client account. By registering for an account, each End User will be subject to the OrchardLink Privacy Policy (located at https://www.OrchardLink.ai/privacy-policy).
  
  

1. Restrictions. Client and its End Users may only use the Platform as described in this Agreement and in the then-current documentation made generally available by OrchardLink to its customers regarding the Platform (the “Documentation”). Client is responsible for ensuring its End Users comply with all relevant terms of this Agreement and any failure to comply will constitute a breach by Client. Except as expressly authorized by this Agreement, Client will not, and will not allow any End User or other third party to, (i) decompile, disassemble, modify, translate, distribute, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Platform, except to the extent expressly permitted by applicable law, (ii) rent or lease any rights in the Platform in any form to any person, (iii) use the Platform or any OrchardLink Confidential Information to develop a competing product or service, (iv) use the Platform, or allow the transfer, transmission, export, or re-export of the Platform or portion thereof, in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other government agency, or (v) remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the Documentation or Platform, including any screen displays, or any other products or materials provided by OrchardLink hereunder. Under no circumstances will OrchardLink be liable or responsible for any use, or any results obtained by the use, of the Platform in conjunction with any services, software, or hardware that are not provided by OrchardLink. All such use will be at Client’s sole risk and liability.

1. Subsequent Versions or New Offerings. If, during the Term, OrchardLink makes available to its customers generally any future update, version, or release of the Platform, OrchardLink shall provide the update, version, or release to Client at no additional charge. For the avoidance of doubt, OrchardLink may charge additional fees for functions, features, or modules not included in the version of the Platform marketed by OrchardLink and provided to Client as of the Effective Date of this Agreement.

1. Telephone and Email Support. During the Term, OrchardLink will provide Client with support during OrchardLink’s then current business hours. OrchardLink’s support staff may log in to the Platform under a Client End User account in order to maintain or improve service, including to provide Client and its End Users with assistance with technical or billing issues. OrchardLink will use commercially reasonable efforts to correct reproducible failures of the Platform to perform in substantial accordance with its then current Documentation.

6 Client Responsibilities. Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Platform, including modems, hardware, servers, software, operating systems, networking, connectivity, web servers, and the like (collectively, “Equipment”). Client shall also be responsible for maintaining the security of the Equipment, Client’s login information, passwords, and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.

1. Representations and Warranties.

7.1 OrchardLink Warranty. OrchardLink represents and warrants that (i) it has the full power, capacity, and authority to enter into and perform this Agreement and to make the grant of rights contained herein, and (ii) its performance of this Agreement shall not violate or conflict with any applicable law or any agreement to which OrchardLink is a party.

7.2 Client’s Warranty. Client represents and warrants that (i) it has the full power, capacity, and authority to enter into and perform this Agreement and to make the grant of rights contained herein, (ii) Client’s performance of this Agreement and use of the Platform shall not violate or conflict with any agreement to which Client is a party, (iii) Client’s use of the Platform, and all Client Data in connection therewith, shall strictly comply with all applicable law, including all consumer privacy and protection laws and regulations including the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the Delaware Telemarketing Fraud Act, and all laws and regulations relating to electronic communications, advertising, telemarketing, and RCS and SMS messaging (collectively, “Telemarketing Law”); (iv) it shall obtain all applicable consents, authorizations, registrations, licenses, and permissions required by applicable law, including under Telemarketing Law, to use the Platform and communicate with consumers and other third parties through and in connection with the Platform, including through the creation and enablement of chatbots on and through the Platform; and (v) it has and shall read, understand, and agree to comply with any governing policies or terms of use controlling Third-Party Material accessed or used in connection with the Platform, including third party websites where chatbot communications occur.

7.3 Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ORCHARDLINK MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, OR TITLE/NON-INFRINGEMENT AND ALL SUCH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED. ORCHARDLINK EXPRESSLY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR COMPLIANCE WITH TELEMARKETING LAW AND ALL SUCH COMPLIANCE OBLIGATIONS ARE THE SOLE AND EXCLUSIVE RESPONSIBILITY OF CLIENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ORCHARDLINK OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE ANY OTHER WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF ORCHARDLINK’S OBLIGATIONS HEREUNDER. ORCHARDLINK IS NOT RESPONSIBLE FOR ANY CLIENT USE OR FUNCTIONALITY OF THE CHATBOT NETWORK, OR ANY CHATBOT COMMUNICATIONS. BY USING OUR PLATFORM, CLIENT AGREES TO REMAIN RESPONSIBLE FOR ITS CHATBOTS AND ITS CHATBOTS’ CONTENT AND CLIENT WILL INDEMNIFY ORCHARDLINK AND ITS AFFILIATES FROM ANY AND ALL CLAIMS ATTRIBUTABLE TO CLIENT OR ITS END USERS’ OR ITS CHATBOT’S CONTENT WHILE INTERACTING WITH THE PLATFORM, TO THE FULLEST EXTENT PERMITTED BY LAW. IF ORCHARDLINK RECEIVES A COPYRIGHT OR OTHER INFRINGEMENT COMPLAINT, OR OTHERWISE HAS A GOOD FAITH BELIEF THAT A CHATBOT POSES A RISK OF HARM TO ORCHARDLINK, THE PLATFORM, OR ORCHARDLINK CUSTOMERS, ORCHARDLINK RESERVES THE RIGHT TO REMOVE ANY CHATBOTS FROM THE DIRECTORY OR DISCONTINUE THE PROMOTION OF ANY CHATBOT AT ANY TIME.

8 Confidentiality; Proprietary Rights.

8.1 Confidential Information. Each Party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of OrchardLink includes non-public information regarding features, functionality, and performance of the Platform. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of services, provision of the Platform, or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Confidential Information of the Disclosing Party, or (e) is required to be disclosed by law, provided such disclosure is made in accordance with Section 8.6 (Compelled Disclosures).

8.2 Client Data. As between Client and OrchardLink, Client shall own all right, title, and interest in and to the data Client loads into the Platform (“Client Data”). Client grants OrchardLink a non-exclusive, world-wide, royalty-free license to use Client Data to perform this Agreement. Client will be responsible for obtaining all rights, permissions, and authorizations to provide the Client Data to OrchardLink for use in the Platform.

8.3 Ownership. OrchardLink shall own and retain all right, title and interest in and to (i) the Platform, all improvements, enhancements, customizations, configurations, or modifications thereto, (ii) any software, applications, inventions, or other technology developed in connection with the Platform or support services, (iii) any and all ideas, processes, techniques, designs, architecture, and “know-how” embodying the Platform, (iv) the Documentation, and (v) all intellectual property rights related to any of the foregoing. Under no circumstances will Client be deemed to receive title to any portion of the Platform, title to which at all times will vest exclusively in OrchardLink. This is not a “work made for hire” agreement, as that term is defined in Section 101 of Title 17 of the United States Code. Client will preserve the Platform from any liens, encumbrances, and claims of any individual or entity. Client will not use any OrchardLink Confidential Information to contest the validity of any intellectual property rights of OrchardLink or its licensors. Any such use of OrchardLink’s Confidential Information will constitute a material, non-curable breach of this Agreement.

8.4 Usage Data. Notwithstanding anything in this Agreement to the contrary, to the extent permitted by applicable law, OrchardLink shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Platform and related systems and technologies (including information concerning Client Data and data derived therefrom), and OrchardLink will be free (during and after the Term hereof) to (i) use such information and data to improve and enhance the Platform and for other development, diagnostic, and corrective purposes in connection with the Platform and other OrchardLink offerings, and (ii) disclose such data solely in aggregated or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

8.5 Feedback. Client may provide suggestions, comments, or other feedback (collectively, “Feedback”) to OrchardLink with respect to the Platform and related services. Feedback is voluntary and OrchardLink is not required to hold it in confidence. OrchardLink may use Feedback for any purpose without obligation or restrictions of any kind. To the extent a license is required under Client’s intellectual property rights to make use of the Feedback, Client hereby grants OrchardLink an irrevocable, non-exclusive, perpetual, royalty-free license to use the Feedback in connection with OrchardLink’s business, including the enhancement of OrchardLink’s products and services.

8.6 Compelled Disclosures. To the extent required by applicable law or by lawful order or requirement of a court or governmental authority having competent jurisdiction over the Receiving Party, the Receiving Party may disclose Confidential Information in accordance with such law or order or requirement, subject to the following conditions: as soon as possible after becoming aware of such law, order, or requirement and prior to disclosing Confidential Information pursuant thereto, the Receiving Party will so notify the Disclosing Party in writing and, if possible, the Receiving Party will provide the Disclosing Party notice not less than five (5) business days prior to the required disclosure. The Receiving Party will use reasonable efforts not to release Confidential Information pending the outcome of any measures taken by the Disclosing Party to contest, otherwise oppose, or seek to limit such disclosure by the Receiving Party and any subsequent disclosure or use of Confidential Information that may result from such disclosure. The Receiving Party will cooperate with and provide assistance to the Disclosing Party regarding such measures. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Confidential Information so disclosed.

8.7 Return of Client Data. Within a reasonable time after expiration or termination of this Agreement for any reason, OrchardLink will make all Client Data available to Client for electronic retrieval for a period of sixty (60) days.

8.8 Non-Exclusive Equitable Remedy. Each Party acknowledges and agrees that due to the unique nature of Confidential Information there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach or threatened breach may allow a Party or third parties to unfairly compete with the other Party resulting in irreparable harm to such Party, and therefore, that upon any such breach or any threat thereof, each Party will be entitled to appropriate equitable remedies, and may seek injunctive relief from a court of competent jurisdiction without the necessity of proving actual loss, in addition to whatever remedies either of them might have at law or equity. Any breach of this Section 8 (Confidentiality; Proprietary Rights) will constitute a material breach of this Agreement and be grounds for immediate termination of this Agreement in the exclusive discretion of the non-breaching Party.

•      Security. Consistent with any law or regulation applicable to the Platform and OrchardLink’s then current practices and procedures, OrchardLink will maintain and enforce administrative, technical, and physical safeguards designed to reasonably protect Customer’s Confidential Information and the Client Data from unlawful or unauthorized access or disclosure. OrchardLink will promptly report to Client any compromise of security that it becomes aware of and confirms with regard to Client Data.

• Indemnification
  
  

10.1 By OrchardLink. OrchardLink agrees to defend, indemnify, and hold harmless Client and its directors, officers, agents, employees, members, subsidiaries, and successors in interest from and against any claim, action, proceeding, liability, loss, damage, cost, or expense, including attorneys’ fees, experts’ fees, and court costs, arising out of any claim by a third party (each a “Claim”) that Client’s authorized use of the Platform infringes that third party’s United States patent, copyright, or trade secret right. Client shall: (i) give OrchardLink prompt written notice of such Claim; and (ii) allow OrchardLink to control, and fully cooperate with OrchardLink (at OrchardLink’s sole expense) in, the defense and all related negotiations. OrchardLink shall not enter into any stipulated judgment or settlement that purports to bind Client without Client’s express written authorization, which shall not be unreasonably withheld or delayed. If, due to a claim of infringement, the Platform is held by a court of competent jurisdiction to be or is believed by OrchardLink to be infringing, OrchardLink may, at its option and in its sole discretion, (a) replace or modify the Platform to make it non-infringing provided that such modification or replacement contains substantially similar features and functionality, or (b) procure for Client the right to continue using the Platform pursuant to this Agreement. If neither of these remedies is reasonably available to OrchardLink, OrchardLink may, in its sole discretion, immediately terminate this Agreement and return the prorated portion of any pre-paid, unused fees for the relevant Platform. The provisions of this Section state the sole and exclusive obligations and liability of OrchardLink and Client’s sole and exclusive remedy, for any claim of intellectual property infringement arising out of or relating to the Platform or this Agreement, and are in lieu of any implied warranties of non-infringement and title, all of which are expressly disclaimed.

10.2 By Client. Client agrees to defend, indemnify, and hold harmless OrchardLink and its directors, officers, agents, employees, members, affiliates, and successors in interest from and against any claim, action, proceeding, liability, loss, damage, cost, or expense, including attorneys’ fees, experts’ fees, and court costs, arising out of any Claim based on (a) Client Data, (b) Client’s unauthorized use of the Platform, (c) Client’s breach of any representations or warranties hereunder, including Section 7.2 (Client’s Warranty), (d) Client’s violation of applicable law, including any Telemarketing Law, or (e) the content of any Client chatbot. OrchardLink shall: (i) give Client prompt written notice of such Claim; and (ii) allow Client to control, and fully cooperate with Client (at Client’s sole expense) in, the defense and all related negotiations. Client shall not enter into any stipulated judgment or settlement that purports to bind OrchardLink without OrchardLink’s express written authorization, which shall not be unreasonably withheld or delayed.

• Disclaimer of Consequential Damages; Limitation of Liability. EXCEPT FOR INDEMNITY OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION), BREACH OF CONFIDENTIALITY, AND EITHER PARTY’S INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS (I) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAYABLE TO CLIENT IN CONNECTION WITH ANY REVENUE SHARING RELATED TO THIS AGREEMENT, OR (B) FIVE HUNDRED DOLLARS ($500). THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF THE EXPRESS WARRANTIES SET FORTH ABOVE FAIL OF THEIR ESSENTIAL PURPOSE.
• Termination
  
  

12.1 Default. Each Party shall have the right to terminate this Agreement upon thirty (30) days written notice (or with ten (10) days notice in the case of nonpayment) in the event the other Party materially breaches any provision hereof.

12.2 Convenience. OrchardLink may terminate this Agreement for convenience and without cause by written notice to Client.

12.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) Client and all End Users’ access to and use of the Platform and Documentation will cease as of the effective date of termination; (b) OrchardLink will cease to provide the Platform; and (c) Client will pay to OrchardLink all fees and expenses due to OrchardLink.

12.4 Survival. The following Sections shall survive any termination or expiration of this Agreement: 7 (Representations and Warranties); 8 (Confidentiality; Proprietary Rights); 10 (Indemnification); 11 (Disclaimer of Consequential Damages; Limitation of Liability); 12.4 (Survival); and 13 (General Provisions).

• General Provisions.

13.1 Assignment. Client may not assign, transfer, or delegate its rights or obligations under this Agreement without the prior written consent of OrchardLink. All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties, their successors, assigns, and legal representatives.

13.2 Force Majeure. If either Party cannot perform any of its obligations because of any act of God, court order, war, or any other cause not within the Party’s reasonable control and could not be avoided through the exercise of reasonable care and diligence (a “Force Majeure Event”), then the non-performing Party will: (i) immediately notify the other Party; (ii) take reasonable steps to resume performance as soon as possible; and (iii) not be considered in breach during the duration of the Force Majeure Event.

13.3 Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. The Parties waives any objections against and agrees to submit to the personal jurisdiction of the state and federal courts in the State of Delaware. The Parties waive any objections or defenses they may have based upon an inconvenient forum. 

13.4 Waivers. All waivers hereunder must be made in writing by a duly authorized representative of the Party against whom the waiver is to operate, and failure at any time to require the other Party’s performance of any obligation under this Agreement shall not affect the right subsequently to require performance of that obligation. Any waiver, in whole or in part, of any provision of this Agreement will not be considered to be a waiver of any other provision.

13.5 Severability. If any term of this Agreement is found to be unenforceable or invalid for any reason, all other terms will remain in full force and effect.

13.6 Construction. All headings used in this Agreement are for reference purposes only and are not part of this Agreement. All personal pronouns used herein, whether used in the feminine, masculine, or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. Unless otherwise expressly stated, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, Subsection or other subpart. The words “include,” “includes,” “included,” “including,” “without limitation,” or the phrase “e.g.” shall not be construed as terms of limitation and shall, in all instances, be interpreted as meaning “including, but not limited to.”

13.7 Attachments. All Order Forms and other terms and addenda that are referenced herein on or are executed by the Parties and reference this Agreement after the Effective Date are hereby incorporated by reference.

13.8 Entire Agreement. This Agreement, as to its subject matter, exclusively and completely states the rights, duties and obligations of the Parties and supersedes all prior and contemporaneous representations, letters, proposals, discussions and understandings by or between the Parties. This Agreement may only be amended in a writing signed or electronically accepted by both Parties.

13.9 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if delivered personally; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. All notices under this Agreement to OrchardLink shall be sent to the following address:

OrchardLink Inc.
2200 Butts Rd

Boca Raton, FL 33431

All notices to Client shall be sent to the address specified on the Order Form. Either Party may change its address or designee for notification purposes by giving notice to the other of the new address or designee and the date upon which such change will become effective.

13.10 Legal Fees. If any dispute arises between the Parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the prevailing Party in such proceeding will be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

13.11 Agreement Drafted By All Parties. This Agreement is the result of arm’s length negotiations between the Parties and shall be construed to have been drafted by all Parties such that any ambiguities in this Agreement shall not be construed against either Party.

13.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the Parties as of the Effective Date at such time as all the signatories hereto have signed a counterpart of this Agreement.

13.13 Electronic Signatures and Facsimiles Binding. This Agreement, including Order Forms and related documents may be accepted in electronic form (e.g., by an electronic or digital signature or other means of demonstrating assent) and Client’s acceptance will be deemed binding between the Parties. Client acknowledges and agrees it will not contest the validity or enforceability of this Agreement including Order Forms and related documents, including under any applicable statute of frauds, because they were accepted and/or signed in electronic form. Client further acknowledges and agrees that it will not contest the validity or enforceability of a signed facsimile copy of this Agreement and related documents on the basis that it lacks an original handwritten signature. Electronic, PDF, or facsimile signatures shall be considered valid signatures as of the date hereof. Computer maintained records of a Party when produced in hard copy form shall constitute business records and shall have the same validity as any other generally recognized business records.