Production License Agreement

PLEASE READ THIS PRODUCTION LICENSE AGREEMENT (these “Terms”) CAREFULLY BEFORE USING THE PRODUCTS OFFERED BY DYNAMOFL, INC. (“Dynamo AI”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS AND/OR STATEMENTS OF WORK WITH Dynamo AI WHICH REFERENCE THESE TERMS (EACH, AN “Order Form”), YOU AGREE TO BE BOUND BY THESE Terms (TOGETHER WITH ALL Order Forms, THE “Agreement”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE Order Form WHICH YOU SUBMIT (OR, IF APPLICABLE, WHICH THE Company SUBMITS) TO Dynamo AI AND WHICH IS ACCEPTED BY Dynamo AI SHALL BE DEEMED TO BE MUTUALLY EXECUTED BY EACH OF Dynamo AI AND YOU (OR, IF APPLICABLE, THE Company). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN: (a) YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO (AND HAVE ALL APPROVALS, CONSENTS, AND AUTHORITY NECESSARY TO) BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT (AND SUCH ENTITY SHALL BE THE “Company” FOR PURPOSES OF THIS Agreement); AND (b) THE Company AGREES TO BE BOUND BY THIS Agreement (INCLUDING WITHOUT LIMITATION THESE Terms AND ALL Order Forms, WHETHER SUCH Order Forms WERE SUBMITTED BY YOU OR THE Company) TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU ARE NOT ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU SHALL BE THE “Company” FOR PURPOSES OF THIS Agreement. IF THE TERMS OF THIS Agreement ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. 

1. License. In the course of enabling or providing those products designated on an Order Form (the “Products”) or providing any Ongoing Services (defined below), Dynamo AI may create, fine-tune, train, tailor, customize, or otherwise modify models (including without limitation language models, large language models, visual or image models, speech models, text-to-speech or speech-to-text models, instruction models, coding models, chat models, or other models) for Company (the “Fine-Tuned Models”). Additionally, the Products (including the Fine-Tuned Models) may be used to generate data, information, analysis, reports, images, files, or any other results or outputs (collectively the “Data Outputs”). Subject to the terms and conditions of this Agreement, Dynamo AI grants Company a nonexclusive, limited, personal, non-sublicensable, non-assignable, non-transferable revocable right and license, during the applicable Initial Term or Renewal Term (as defined below), solely to: (i) internally access and use the Products (including the Fine-Tuned Models) for the internal business purposes of Company; (ii) incorporate the Products (including the Fine-Tuned Models) into Company’s own service offerings (“Company Offerings”); and (iii) make available Company Offerings and/or the Data Outputs of Products to Company’s own end users and customers, in each case, only as provided in and subject to the terms of this Agreement. Without limiting the foregoing, Company shall not distribute or make available the Products (including without limitation the Fine-Tuned Models) to any third party directly or on a standalone basis. For purposes of this Agreement, “Ongoing Services” means the upgrades, patches, enhancements, and/or fixes for the Products provided by Dynamo AI together with any support and maintenance services provided by Dynamo AI or expressly identified in an Order Form.
2. Ongoing Services; Maintenance.
   
   1. Upon and subject to payment of those fees set forth in the Order Form, Dynamo AI agrees to use reasonable commercial efforts to provide the Ongoing Services set forth on such Order Form. If Dynamo AI provides Ongoing Services in excess of any agreed-upon hours estimate, or if Dynamo AI otherwise provides additional services beyond those agreed in an Order Form, Company will pay Dynamo AI for such excess or additional services at its then-current hourly rates for such services.
   2. Subject to Company’s payment of those fees set forth in the Order Form, Dynamo AI will provide Company with those upgrades, patches, enhancements, and/or fixes for the Products that it makes generally available to its other customers (“Updates”), and such Updates will become part of the Products and subject to this Agreement.
3. Deployment; Company Obligations.
   
   1. If the deployment location for any Products is designated as the Company Environment in the Order Form, then such products shall be deployed on a cloud or on-premises computing environment owned or controlled by Company (or its designated third-party hosting provider) as specified on the Order Form (the “Company Environment”). Company acknowledges and agrees that: (i) Company will provide Dynamo AI with access to the Company Environment to allow Dynamo AI to engage in any activity or action relating to the Products (including to deploy, access, manage, update, provision and monitor the Products, provide the Ongoing Services, or install any Updates), and Dynamo AI shall not be responsible or liable for any issues that arise from failure to provide such access; (ii) Company shall have full control and decision-making authority regarding resource provisioning within the Company Environment (including without limitation the type, number, size and other characteristics of the computers to be provisioned), and Dynamo AI shall not be responsible or liable for any issues that arise from the resource provisioning determined by Company with respect to the Company Environment; (iii) Company is responsible for ensuring that Dynamo AI’s access to the Company Environment as permitted hereunder does not conflict with or violate any agreement between Company and any third party (including without limitation any third party hosting provider with respect to the Company Environment); (iv) Company is responsible for ensuring that Dynamo AI does not have access to Company Materials that are not necessary for Dynamo AI to provide the Products and Ongoing Services; (v) Dynamo AI does not and will not host the Company Environment into which the Products are deployed or in which Company Materials may be stored, and Company is responsible for hosting the Company Environment; (vi) Company is solely responsible for the Company Environment, including without limitation security, backup, and disaster recovery with respect thereto; and (vii) Company expressly assumes the risks associated with the foregoing responsibilities. Accordingly, and without limiting the foregoing, Dynamo AI is not responsible for any loss, destruction, alteration, or corruption of Company Materials, except to the extent caused solely and directly by the gross negligence or willful misconduct of Dynamo AI. 
   2. Upon any termination or expiration of an applicable Order Form, Company will permit Dynamo AI to access the Company Environment to remove all Dynamo AI property, including but not limited to the Products and any software associated with the Products. Company will not retain or use any copies, backups, or other reproductions of any type or nature of the Products or any software associated with the Products following the termination or expiration of the applicable Order Form (and the removal of such Products and software associated therewith from the Company Environment). 
4. Restrictions. Except as expressly set forth in this Agreement, Company shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Products (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Products; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Products; (iv) use the Products for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Products or any portion thereof; (vi) use the Products to build an application or product that is competitive with any Dynamo AI product or service; (vii) interfere or attempt to interfere with the proper working of the Products; or (viii) bypass any measures Dynamo AI may use to prevent or restrict access to the Products. Company is responsible for all of Company’s activity in connection with the Products. Company (a) shall ensure all use of the Products is in compliance with all applicable local, state, national and foreign laws, treaties and regulations (including without limitation those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Products in a manner that violates, infringes upon, or misappropriates any third party intellectual property, contractual, or other proprietary rights. 
5. Company Materials; Trained Models; Personal Information. 
   
   1. For purposes of this Agreement, “Company Materials” shall mean any data, models, information or other material provided, incorporated or otherwise used by Company in the course of deploying or using the Products, including, without limitation, Company-owned and third party models and data sets provided or made available by Company. Company grants Dynamo AI a license to use such Company Materials in connection with providing the Products and Ongoing Services under this Agreement. As between the parties, Company shall retain all right, title and interest in and to the Company Materials, including all intellectual property rights therein. Company, not Dynamo AI, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Company Materials. Company represents and warrants that (a) it has all rights necessary to provide the Company Materials to Dynamo AI and for Dynamo AI to use such Company Materials as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy), and (b) it has made all necessary disclosures and obtained all necessary consents required in connection with providing Company Materials to Dynamo AI under this Agreement and for the use of the Company Materials by Dynamo AI as contemplated by this Agreement (including, without limitation, all disclosures and consents required by applicable privacy laws and license agreements). 
   2. In the course of providing the Products and/or Ongoing Services, Dynamo AI may create Fine-Tuned Models using Company Materials (“Specially Trained Models”). Dynamo AI agrees not to provide or disclose such Specially Trained Models to any of its other customers. 
   3. Company acknowledges that the Products may contain functionality that monitors and transmits to Dynamo AI certain data regarding Company’s use of the Products that is needed to calculate the Fees. Company agrees not to disable, interrupt, block, or otherwise interfere with such functionality.
   4. Company acknowledges and agrees that: (i) all information Dynamo AI obtains from Company will be subject to and governed by the then-current Privacy Policy, Terms of Service, and Acceptable Use Policy of Dynamo AI, as such policies may be amended from time to time (the “Policies”); (ii) each of the Policies is hereby incorporated into and made part of this Agreement by reference; and (iii) Company will be bound by, subject to, and comply with the Policies. Company further acknowledges and agrees that the Ongoing Services do not require, and Company agrees not to transmit or provide Dynamo AI with access to, any personally identifiable information in connection with the Ongoing Services. If Company inadvertently provides Dynamo AI with any personally identifiable information in violation of the previous sentence, Company shall promptly notify Dynamo AI and Dynamo AI shall delete such information.
6. Third Party IP and Models.
   
   1. To the extent any third party software, information, data, or other intellectual property is used or incorporated in the Products or is otherwise provided or accessible as part of the Ongoing Services (collectively “Third Party IP”), all such Third Party IP is provided or made available to Company, as applicable, solely pursuant to the terms of use, policies, licenses, agreements, and arrangements applicable to such Third Party IP as designated by the owner thereof (collectively “Third Party Terms”). Company agrees to be bound by and subject to and is solely responsible for complying with all such Third Party Terms with respect to its access or use of Third Party IP. To the extent that any Third Party IP (including, without limitation, models or data sets) is used in connection with the Ongoing Services or use of the Products (including without limitation as may be suggested, requested, or required by Company), Company represents and warrants that the Third Party Terms permit the use of such Third Party IP by both Dynamo AI and Company in connection with the Products, the Ongoing Services, and as otherwise required in accordance with this Agreement.
   2. Without limiting the foregoing, Company acknowledges and agrees that the Products may incorporate artificial intelligence or machine learning algorithms, programs or other models, including large language models, developed or operated by a third party (each, a “Third Party Model”). Company acknowledges that Third Party Models are not developed by Dynamo AI. While Dynamo AI uses commercially reasonable efforts to review and conduct due diligence with respect to Third Party Models, Dynamo AI does not control or influence the training or hosting of Third Party Models, and is unable to guarantee the suitability, accuracy, quality, security, legality and reliability of Third Party Models. Company agrees that Dynamo AI will not be liable for any loss or damages arising from or related to Third Party Models. Notwithstanding anything to the contrary, the representations, warranties, and indemnities provided by Dynamo AI in this Agreement do not apply with respect to Third Party IP or Third Party Models.
7. Ownership; Feedback. 
   
   1. As between the parties, Dynamo AI retains all right, title, and interest in and to the Products, the Ongoing Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Dynamo AI for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided or made available to Company hereunder (including without limitation any software identified on an Order Form) by or on behalf of Dynamo AI shall be deemed a part of the “Products” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. 
   2. Company may, but is not obligated to, provide suggestions, comments or other feedback to Dynamo AI with respect to the Products (“Feedback”). Notwithstanding anything else, Company shall, and hereby does, grant to Dynamo AI a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Dynamo AI’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Company may develop, produce, market, or distribute.
8. Fees; Payment. Company shall pay Dynamo AI fees as set forth in each Order Form (“Fees”). Unless otherwise specified in an Order Form, all Fees shall be invoiced in advance and all invoices issued under this Agreement are payable in U.S. dollars and due, in full, within fifteen (15) days of the date of such invoice. Company agrees that upon issuance of each invoice hereunder, Dynamo AI may charge the full amount of such invoice to the payment method provided by Company. If Dynamo AI is unable to charge the payment method provided by Company, Company agrees to pay all amounts due on outstanding invoice(s) upon demand. Past due invoices are subject to (and Company will pay to Dynamo AI) interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Company shall be responsible for all taxes associated with the Products and Ongoing Services (excluding taxes based on Dynamo AI’s net income). All Fees paid are non-refundable and are not subject to set-off. Dynamo AI may audit Company’s use of the Products at any time to verify the amounts paid and/or owed hereunder and Company will fully cooperate with such audits.
9. Term; Termination. This Agreement shall commence upon the effective date set forth in the Order Form (the “Effective Date”) and, unless earlier terminated in accordance herewith, shall: (a) continue for the term set forth in the Order Form (the “Initial Term”); and (b) following the Initial Term, automatically renew for additional successive periods of equal duration to the Initial Term (each, a “Renewal Term”) unless either party notifies the other party of such party’s intention not to renew this Agreement no later than thirty (30) days prior to the expiration of the Initial Term or then-current Renewal Term, as applicable. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. Company acknowledges that the Products contain a disabling functionality, which Dynamo AI reserves the right to enable upon the expiration or termination of this Agreement. 
10. Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information of the Disclosing Party without the Disclosing Party’s prior consent, (ii) to give access to such Proprietary Information of the Disclosing Party solely to those employees of the Receiving Party with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of the Disclosing Party’s Proprietary Information that the Receiving Party takes with its own proprietary information, but in no event less than reasonable precautions to protect the Disclosing Party’s Proprietary Information. The Disclosing Party agrees that the foregoing restrictions and obligations in this Section 10 will not apply with respect to any information that the Receiving Party can document: (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party; (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; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing any Proprietary Information of the Disclosing Party pursuant to any judicial or governmental order, provided that the Receiving Party, to the extent permitted to do so under applicable law, gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.
11. Indemnification. 
    
    1. Dynamo AI shall defend, indemnify, and hold harmless Company, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that the Products infringe, violate, or misappropriate any third party intellectual property or proprietary right. The foregoing obligations of Dynamo AI do not apply with respect to the Products or any information, technology, materials or data (or any portions or components of the foregoing) to the extent: (i) not created or provided by Dynamo AI (including without limitation any Company Materials or Third Party IP); (ii) made in whole or in part in accordance to Company specifications; (iii) modified after delivery by Dynamo AI; (iv) combined with other products, processes or materials not provided by Dynamo AI (where the alleged Losses arise from or relate to such combination); (v) Company continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (vi) Company’s use of the Products is not strictly in accordance with this Agreement. 
    2. Company shall defend, indemnify, and hold harmless Dynamo AI, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives from all Losses that arise from or relate to: (i) any claim that the Company Materials or Company’s use of the Products (in whole or in part) infringe, violate, or misappropriate any third party intellectual property or proprietary right; (ii) a breach by Company of this Agreement (including without limitation a breach of Company’s representations or warranties under this Agreement); (iii) any violation of law, or use of any Products in violation of any law, by or through Company; or (iv) the negligence, intentional misconduct, or fraud of Company.
    3. Each party’s (as the “Indemnitor”) indemnification obligations hereunder shall be conditioned upon the other party (the “Indemnitee”) providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations to the extent Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).
12. Disclaimer. Company EXPRESSLY ACKNOWLEDGES AND AGREES THAT ALL AI MODELS (INCLUDING WITHOUT LIMITATION ANY Fine-Tuned Models, Third Party Models, AND Specially Trained Models) CONTAIN INHERENT RISKS, ALL OF WHICH ARE EXPRESSLY ASSUMED BY Company HEREUNDER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PRODUCTS ARE PROVIDED EXCLUSIVELY ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (i) THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED; AND (ii) ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
13. Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR COMPANY’S BREACH OF SECTION 4 OR SECTION 5 OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR: (I) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); OR (III) ANY DIRECT DAMAGES IN EXCESS OF, IN THE AGGREGATE, THE FEES PAID (OR PAYABLE) BY Company TO Dynamo AI HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM OR LIABILITY HEREUNDER.
14. Miscellaneous. This Agreement (including without limitation the Order Form) represents the entire agreement between Company and Dynamo AI with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Company and Dynamo AI with respect thereto. In the event of any conflict between these Terms and the Order Form, the Order Form shall control. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California. All notices under this Agreement shall be in writing and shall be deemed to have been duly given: when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) Dynamo AI may utilize subcontractors in the performance of its obligations hereunder. Dynamo AI is an independent contractor of Company and no agency, partnership, joint venture, or employment relationship is created as a result of this Agreement. Without limiting the generality of the foregoing, neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The headings used for sections of this Agreement are for convenience only and in no way define, limit, or construe the scope or extent of the sections. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rule of strict construction will be applied against either party. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches. Dynamo AI is permitted to disclose to third parties that Company is one of its customers at its sole discretion (including, without limitation, by using Company’s name, mark, and logo in its publicity and marketing materials). In the event of any actual or threatened breach of this Agreement by Company, Dynamo AI shall be entitled to equitable relief (including without limitation an injunction, restraining order, and specific performance) in addition to any and all other remedies available to Dynamo AI (whether in law, equity, contract, or otherwise). This Agreement may be (by way of execution of the applicable Order Form), executed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Signatures to this Agreement (including without limitation to an Order Form) may be electronic or transmitted by email, pdf, or any other electronic means, and shall have the same effect as the physical delivery of the paper document bearing the original signatures.