Terms of Service

Individuals have the right to challenge any inaccuracies found within their credit reports by directly engaging with the credit bureau. While this right is recognized, neither individuals nor ‘credit repair’ entities or organizations possess the right to remove accurate, current, and verifiable information from a credit report. A credit bureau is obligated to eliminate accurate, negative information from your report solely if such information has surpassed a 7-year duration. Information related to bankruptcy may be reported for a duration of 10 years.

Individuals are entitled to acquire a copy of their credit report from a credit bureau, which may entail a reasonable fee. Exceptions to this fee exist if an individual has been denied credit, employment, insurance, or a rental accommodation due to information present in their credit report within the preceding 60 days. Credit bureaus are required to assist in elucidating the information within your credit file. Eligibility for a complimentary copy of your credit report extends to individuals who are unemployed and anticipate seeking employment within the forthcoming 60 days, recipients of public welfare assistance, or those suspecting inaccuracies in their credit report due to fraudulent activity.

Legal recourse is available against credit repair organizations infringing upon the Credit Repair Organization Act, which outlaws deceptive practices. Individuals maintain the right to rescind their contract with any credit repair organization within a 3-business day window from the contract’s signing date. Credit bureaus are mandated to adhere to reasonable procedures to ascertain the accuracy of the reported information, albeit errors may transpire.

Individuals possess the right to independently notify a credit bureau in writing regarding any disputes over the accuracy of information within their credit file. Subsequently, the credit bureau is obliged to conduct a reinvestigation and rectify or eliminate any inaccurate or incomplete information, free of charge. It’s advisable to provide any relevant information and document copies concerning the error to the credit bureau. Should the credit bureau’s reinvestigation fall short of resolving the dispute satisfactorily, individuals have the right to submit a concise statement to the credit bureau for inclusion in their file, elucidating the reasons behind their dispute of the record. Any report issued concerning the individual must encompass a summary of this statement regarding the disputed information.

The Federal Trade Commission (FTC) is the regulating body overseeing credit bureaus and credit repair organizations. For further information, reach out to: Public Reference Branch Federal Trade Commission Washington, D.C. 20580

1. Definitions.

(a) “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by UPCREDIT in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

(b) “Agreement” means the executed Order Form together with these UPCREDIT Service Terms and Conditions.

(c) “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

(d) “Credits” means the tokens used to allocate funds within the UPCREDIT services.

(e) “Customer” means the Customer listed in the Order Form.

(f) “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

(g) “UPCREDIT IP” means the Services and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, UPCREDIT IP includes Aggregated Statistics and any information, data, or other content derived from UPCREDIT's monitoring of Customer’s access to or use of the Services, but does not include Customer Data.

(h) “Order Form” means the executed form entered into between the Parties that includes, among other things, the services selected, the Customer name, and the Credits ordered.

(i) “Party” and “Parties.” UPCREDIT and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

(j) “Services” means the software-as-a-service offering described in the Order Form.

2. Access and Use.

(a) Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, UPCREDIT hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 11(g)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use.

(b) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or (vi) share or provide access the Customer’s account to anyone other than the Customer.

(c) Reservation of Rights. UPCREDIT reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the UPCREDIT IP.

(d) Suspension. Notwithstanding anything to the contrary in this Agreement, UPCREDIT may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) UPCREDIT reasonably determines that (A) there is a threat or attack on any of the UPCREDIT IP; (B) Customer’s or any Authorized User’s use of the UPCREDIT IP disrupts or poses a security risk to the UPCREDIT IP or to any other customer or vendor of UPCREDIT; (C) Customer, or any Authorized User, is using the UPCREDIT IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) UPCREDIT's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of UPCREDIT has suspended or terminated UPCREDIT's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 4(a)(iii)(any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). UPCREDIT shall use reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. UPCREDIT shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. UPCREDIT will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

(e) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, UPCREDIT may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between UPCREDIT and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by UPCREDIT. Customer acknowledges that UPCREDIT may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that UPCREDIT may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

3. Customer Responsibilities. Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.

4. Fees and Payment.

(a) Fees. Customer shall pay UPCREDIT the fees (“Fees“) as set forth in Order Form without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in Order Form. If Customer fails to make any payment when due, without limiting UPCREDIT's other rights and remedies: (i) UPCREDIT may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse UPCREDIT for all reasonable costs incurred by UPCREDIT in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for fifteen (15) days or more, UPCREDIT may suspend Customer’s and its Authorized Users’ access

to any portion or all of the Services until such amounts are paid in full.

(b) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on UPCREDIT's income.

5. Confidential Information. From time to time during the Term, UPCREDIT and Customer (each, a “Disclosing Party“) may disclose or make available to the other Party (each, a “Receiving Party“) information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to the public other than as a result of any breach of this Agreement by the Receiving Party; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party prior to being disclosed by or on behalf of the Disclosing Party; or (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information. The Receiving Party shall, for the Term of this Agreement and for a period of two (2) years thereafter: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy.

6. Intellectual Property Ownership; Feedback.

(a) UPCREDIT IP. Customer acknowledges that, as between Customer and UPCREDIT, UPCREDIT owns all right, title, and interest, including all intellectual property rights, in and to the UPCREDIT IP.

(b) Customer Data. UPCREDIT acknowledges that, as between UPCREDIT and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to UPCREDIT a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for UPCREDIT to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use Customer Data for UPCREDIT's internal business purposes. Notwithstanding anything to the contrary, UPCREDIT may use Customer Data and any other information relating to Customer’s use of the Services to create Aggregated Statistics for use in UPCREDIT's business.

(c) Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to UPCREDIT by mail, email, telephone, or otherwise, suggesting or recommending changes to the UPCREDIT IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), UPCREDIT is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to UPCREDIT on Customer’s behalf, and on behalf of its employees, contractors, and/or agents, all right, title, and interest in, and UPCREDIT is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although UPCREDIT is not required to use any Feedback.

7. Warranty Disclaimer. THE SERVICES ARE PROVIDED “AS IS” AND UPCREDIT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. UPCREDIT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. UPCREDIT MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

8. Indemnification.

(a) UPCREDIT Indemnification. UPCREDIT shall indemnify, defend, and hold harmless Customer from and against any and all Losses incurred by Customer resulting from any third-party claim, suit, action, or proceeding (i) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights; provided, however, that UPCREDIT shall have no liability under this Section 8(a) with respect to any claim (A) arising from Customer Data or any other Customer or Authorized User content or (B) arising from the UPCREDIT IP being modified by any person other than UPCREDIT; (C) arising from the UPCREDIT IP being combined with any third-party products, services, or technology. If the Services as provided are, or in UPCREDIT's opinion are likely to be, held to infringe or misappropriate any third party’s intellectual property rights, UPCREDIT may, at its option and expense, (1) obtain the right for Customer to continue to use the Services as provided hereunder; (2) modify the Services so that they are non-infringing; or (3) terminate this Agreement and provide Customer a pro rata refund of any Fees paid hereunder for Services not received.

(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at UPCREDIT's option, defend UPCREDIT from and against any and all Losses resulting from any third-party claim, suit, action, or proceeding based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by UPCREDIT or authorized by UPCREDIT in writing; (iv) modifications to the Services not made by UPCREDIT, or (v) use of the Services in violation of any law or regulation. Customer may not settle any claim against UPCREDIT unless UPCREDIT consents to such settlement, and UPCREDIT may request Customer to defend UPCREDIT against any claim at Customer’s sole expense.

(c) Sole Remedy. This Section 8 sets forth Customer’s sole remedies and UPCREDIT's sole liability and obligation for any actual, threatened, or alleged claims that this Agreement or subject matter hereof infringes, misappropriates, or otherwise violates any intellectual property rights of any third party.

9. Limitations of Liability. IN NO EVENT WILL UPCREDIT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER UPCREDIT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL UPCREDIT's AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO UPCREDIT UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $1,000, WHICHEVER IS LESS.

10. Term and Termination.

(a) Term. The term of this Agreement begins on the Order Form Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect until one year from the Order Form Effective Date (the “Initial Term“). This Agreement will automatically renew for additional successive one year terms unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renew

al at least sixty (60) days prior to the expiration of the then-current term (each a “Renewal Term” and, together with the Initial Term, the “Term“).

(b) Termination. In addition to any other express termination right set forth in this Agreement:

(i) UPCREDIT may terminate this Agreement, effective on written notice to Customer, if Customer fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after UPCREDIT's delivery of written notice thereof.

(ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the other Party does not cure such breach within thirty (30) days after receipt of written notice of such breach;

(iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the UPCREDIT IP and, without limiting Customer’s obligations under Section 5, Customer shall delete, destroy, or return all copies of the UPCREDIT IP and certify in writing to the UPCREDIT that the UPCREDIT IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

(d) Survival. This Section 10(d) and Sections 1, 5, 6, 7, 8, 9, and 11 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

11. Miscellaneous.

(a) Entire Agreement. This Agreement, together with the Order Form and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Order Form, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its exhibits; (ii) second, the Order Form; and (iii) third, any other documents incorporated herein by reference.

(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of the Order Form (or to such other address that may be designated by the receiving Party from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only (i) on receipt by the receiving Party, and (ii) if the Party giving the Notice has complied with the requirements of this Section.

(c) Force Majeure. In no event shall UPCREDIT be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond UPCREDIT's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes, or other labor disputes (whether or not relating to either Party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage.

(d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in New Castle County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(g) Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of UPCREDIT. Any purported assignment or delegation in violation of this Section 11(g) is null and void. No assignment or delegation relieves Customer of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

(h) Export Regulation. The Services, UPCREDIT IP, and Documentation may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services, UPCREDIT IP, or Documentation to, or make the Services, UPCREDIT IP, or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services, UPCREDIT IP, or Documentation available outside the US.

(i) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of Customer, Section 2(b), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court.

(j) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.