Thoughtful AI SaaS Terms of Service

1. Term. The term of this Agreement shall commence on the Effective Date and continue in full force until terminated in accordance with Section 15 (Termination) below (the “Term”).
2. Access to Solution. Subject to the terms and conditions of this Agreement, Company grants to Client a non-exclusive, non-transferable, non-sublicensable, limited subscription license for Client and its End Users to access and use Company’s hosted automation solutions described on the relevant Work Order for Client’s business purposes (the “Solution”) and Documentation (defined below). The Client’s authorized use of the Solution includes automating, optimizing, and managing the Client’s business operations. For purposes of this Agreement, “End Users” means Client’s employees, contractors, and representatives who are authorized to access the Solution on Client’s behalf, and for which Client will remain liable and responsible. The Solution will be made available for access and use by the Client and its End Users as specified in the attached SLA.
3. Restrictions. Client and its End Users may only use the Solution as described in this Agreement and in the then-current documentation made generally available by Company to its customers regarding the Solution (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 Solution, (ii) rent or lease any rights in the Solution in any form to any person, (iii) use the Solution or any Company Confidential Information to develop a competing product or service, (iv) use the Solution, or allow the transfer, transmission, export, or re-export of the Solution 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 Solution, including any screen displays, or any other products or materials provided by Company hereunder. Under no circumstances will the Company be liable or responsible for any use, or any results obtained by the use, of the Solution in conjunction with any services, software, or hardware that are not provided by the Company. All such use will be at the Client’s sole risk and liability. Company reserves the right to modify the Solution for any reason, without notice and without liability to Client or any End User, to comply with applicable law or the guidance, policies, procedures, or requirements issued by any governmental authority.
4. Subsequent Versions or New Offerings. Company reserves the right, in its sole discretion, to make any changes to the Solution from time to time. If, during the Term, the Company makes available to its customers generally any future update, version, or release of the Solution, the Company shall provide the update, version, or release to the Client at no additional charge. However, the Client shall not be entitled to receive updates, versions, or new releases that include new or different functionality for which the Company imposes an additional charge to its customers. For the avoidance of doubt, the Company may charge additional fees for functions, features, or modules not included in the version of the Solution marketed by the Company and provided to the Client as of the Effective Date of this Agreement.
5. Support. During the Term, the Company will provide the Client with reasonable email support. The Company will use commercially reasonable efforts to correct reproducible failures of the Solution to perform in substantial accordance with its then-current Documentation. Company requires all Solution-related questions and communications to be sent to care@thoughtful.ai; the Company cannot utilize any of the Client’s internal communication tools. The Company will not contact or manage vendors on behalf of the Client; all such communications will be routed through the Client.
6. Services.
   • Services. The Client may engage the Company to perform certain services in connection with the provision of the Solution, including implementation, training, support, configuration, and other professional services as explicitly set forth in the Work Order (“Services”). The Services include the Solution.
   • Subcontractors. Company reserves the right to engage any of its Affiliates to provide the Services as a subcontractor. Any Affiliate of Company or Client may enter into a Work Order. As used herein, the term “Affiliate” shall mean with respect to a Party, all entities controlling, controlled by, or under common control with such Party, where the term “control” means the ability to vote fifty percent (50%) or more of the voting securities of any entity or otherwise having the ability to direct the policies and direction of an entity.
   • Acceptance. If applicable, upon delivery of the work product resulting from the Services, Client shall have the right to inspect the Services for compliance with the standards set forth in this Agreement and the applicable acceptance criteria detailed in the Process Scope Document (“Acceptance Criteria”) for a period of forty-eight (48) hours (the “Inspection Period”). If, because of such inspection, Client reasonably believes that the Services are deficient or do not conform with the Acceptance Criteria, Client shall provide Company with written notification within the Inspection Period detailing the deficiency or non-conformance. Company shall promptly correct any deficiency or non-conformance, to the extent caused by Company, at Company’s sole expense. The Client shall be deemed to have accepted the Services if the Client fails to provide written notification to the Company during the Inspection Period
   • Change Order. Any change to a Work Order (including, but not limited to, changes in an agreed delivery dates or fees) shall be subject to mutual written agreement by the Parties (each, a “Change Order”). Each Change Order shall detail the requested changes to the applicable task, responsibility, duty, budget, timeline, or other matter. A Change Order will become effective upon the date executed by both Parties.
7. Fees.
   • Fees and Payment. Client agrees to pay the Company the fees outlined in Exhibit A (Work Order). Payments not made in accordance with this Agreement will be subject to late charges equal to the lesser of (a) 1.5% per month (calculated daily and compounded monthly) of the overdue amount or (b) the maximum amount permitted under applicable law.
   • Taxes. Client shall be responsible for those sales, use, and similar taxes associated with using the Solution, excluding taxes based on Company’s real property, personal property, income, or personnel.
   • Other Fees. Unless otherwise provided in this Agreement or any additional signed Work Orders, payment for all other Company products and services provided by the Company shall be on a time and materials basis at the Company’s then-current fees.
8. Client Responsibilities.
   • Cooperation. Client shall reasonably cooperate with Company’s performance of the Services. Such cooperation shall include providing clarification, access, information, and other materials as identified in the Work Order or reasonably requested by the Company, timely performing Client’s responsibilities as identified in the Work Order, providing all cooperation and assistance as the Company may reasonably request to enable Company to exercise its rights and perform its obligations under this Agreement.
   • Equipment. Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Solution, 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 a Client account or the Equipment with or without Client’s knowledge or consent.
9. Representations and Warranties
   • Company Warranty. Company represents and warrants that (i) it has the full power, capacity, and authority to enter 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 Company is a party.
   • Client’s Warranty. Client represents and warrants that (i) it has the full power, capacity, and authority to enter and perform this Agreement and to make the grant of rights contained herein, (ii) Client’s performance of this Agreement and use of the Solution shall not violate or conflict with any agreement to which Client is a party, and (iii) Client’s use of the Solution, and all Client Data in connection therewith, shall strictly comply with all applicable law.
   • Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY STATED IN SECTION 9.1 (COMPANY WARRANTY), THE SOLUTION IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY AND ITS VENDORS AND LICENSORS MAKE 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. THE COMPANY DOES NOT WARRANT THAT THE SOLUTION WILL MEET THE CLIENT’S REQUIREMENTS, THAT THE SOLUTION IS COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR WEBSITE, THAT THE OPERATION OF THE SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOLUTION WILL BE CORRECTED. FURTHERMORE, COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOLUTION IN TERMS OF ITS CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, SECURITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, CURRENTNESS, OR OTHERWISE. THE SOLUTION MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. CLIENT ACKNOWLEDGES AND AGREES THAT THE COMPANY AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT (A) VIRUSES, WORMS, TROJAN HORSES, AND OTHER UNDESIRABLE DATA OR SOFTWARE MAY BE TRANSFERRED OVER THE INTERNET AND (B) UNAUTHORIZED USERS SUCH AS HACKERS MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE CLIENT’S DATA, WEBSITES, PROPERTIES, COMPUTERS, OR NETWORKS. COMPANY WILL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. THE COMPANY DOES NOT WARRANT ANY DATA PROVIDED BY THE COMPANY OR THROUGH THE SOLUTION WILL BE ACCURATE OR COMPLETE. CLIENT IS RESPONSIBLE FOR PRESERVING AND MAKING ADEQUATE BACKUPS OF ITS DATA. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE ANY OTHER WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF COMPANY’S OBLIGATIONS HEREUNDER.
10. Confidentiality; Proprietary Rights
    • 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 the Company includes non-public information regarding features, functionality, and performance of the Solution. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in the performance of services, provision of the Solution, 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 to any portion of 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 10.6 (Compelled Disclosures).
    • Client Data. As between Client and Company, Client shall own all rights, title, and interest in and to the data Client loads into the Solution (“Client Data”). Client grants Company a non-exclusive, worldwide, royalty-free license to use Client Data to perform this Agreement. The Client will be responsible for obtaining all rights, permissions, and authorizations to provide the Client Data to the Company for use under this Agreement. Client shall comply with all applicable laws related to Client Data and shall comply with all legal duties applicable to Client. Client shall provide the relevant individuals, including, as applicable, End Users, with all information or notices related to the collection, receipt, transmission, access, storage, disposal, use, or disclosure of Client Data that Client is required to provide by applicable privacy and data protection law to provide and, if necessary, obtain the consent of or provide choices to such individuals as required by law.
    • Ownership. Company shall own and retain all rights, titles, and interest in and to (i) the Solution, all improvements, enhancements, customizations, configurations, derivatives, or modifications thereto, (ii) any software, applications, inventions, or other technology developed in connection with the Services, (iii) any and all ideas, processes, techniques, designs, architecture, and “know-how” embodying the Services, (iv) the Documentation, (v) any deliverables, works of authorship, and any other work product produced by Company under this Agreement, and (vi) 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 Solution, title to which always will vest exclusively in Company. 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. The Client will preserve the Solution from any liens, encumbrances, and claims of any individual or entity. Client will not use any Company Confidential Information to contest the validity of any intellectual property rights of Company or its licensors. Any such use of the Company’s Confidential Information will constitute a material, non-curable breach of this Agreement.
    • Feedback. Client may provide suggestions, comments, or other feedback (collectively, “Feedback”) to Company with respect to the Solution and related services. Feedback is voluntary, and the Company is not required to hold it in confidence. The Company 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 Company an irrevocable, non-exclusive, perpetual, royalty-free license to use the Feedback in connection with Company’s business, including the enhancement of Company’s products and services.
    • Return of Client Data. Within a reasonable time after expiration or termination of this Agreement for any reason, the Company will make all Client Data available to Client for electronic retrieval for a period of sixty (60) days.
11. Security. Consistent with any law or regulation applicable to the Solution and the Company’s then-current practices and procedures, the Company will maintain and enforce administrative, technical, and physical safeguards designed to reasonably protect the Client’s Confidential Information and the Client Data from unlawful unauthorized access or disclosure. The Company will promptly report to the Client any compromise of security that it becomes aware of and confirms about Client Data.
12. Compliance with Certifications & Industry Standards: The Company represents and warrants that it will comply with all applicable laws, regulations, and industry standards relevant to the services provided under this Agreement, including HIPAA and SOC 2. The Company shall furnish the Client with evidence of such compliance, including copies of certifications or attestations, upon reasonable written request.
13. Disaster Recovery & Business Continuity: The Company shall maintain and implement commercially reasonable disaster recovery and business continuity plans to ensure the continued provision of its services in the event of a disruption. The Company shall, upon reasonable written request by the Client, provide high-level summaries of such plans, subject to confidentiality obligations.
14. Indemnification
    • By Company. Company 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 Solution infringes that third party's United States copyright, trademark or trade secret right. Client shall: (i) give Company prompt written notice of such Claim, and (ii) allow Company to control and fully cooperate with Company (at Company’s sole expense) in the defense and all related negotiations. Company 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 Solution is held by a court of competent jurisdiction to be or is believed by the Company to be infringing, the Company may, at its option and in its sole discretion, (a) replace or modify the Solution 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 Solution pursuant to this Agreement. If neither of these remedies is reasonably available to the Company, the Company may, in its sole discretion, immediately terminate this Agreement and return the prorated portion of any pre-paid, unused fees for the relevant Solution. The provisions of this Section state the sole and exclusive obligations and liability of Company and Client’s sole and exclusive remedy, for any claim of intellectual property infringement arising out of or relating to the Solution or this Agreement and are in lieu of any implied warranties of non-infringement and title, all of which are expressly disclaimed.
    • By Client. Client agrees to defend, indemnify, and hold harmless Company 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 based on (a) Client Data, (b) Client’s unauthorized use of the Solution, or (c) Client’s breach of any representations or warranties hereunder, including Section 9.2 (Client’s Warranty), or (d) Client’s violation of applicable law. Company 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 Company without Company’s express written authorization, which shall not be unreasonably withheld or delayed.
15. Disclaimer of Consequential Damages; Limitation of Liability. IN NO EVENT SHALL COMPANY, ITS VENDORS, OR LICENSORS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF SALES, TRADING LOSSES, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS INFORMATION, OR OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE, OF ANY KIND OR NATURE ARISING OUT OF OR CONNECTED IN ANY WAY WITH COMPANY’S PERFORMANCE UNDER THIS AGREEMENT, OR USE OF OR INABILITY TO USE THE SOLUTION, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF COMPANY AND ITS VENDORS AND LICENSORS TO CLIENT OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT OR USE OF THE SOLUTION IN CONNECTION WITH ANY CLAIM OR TYPE OF DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), SHALL NOT EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY BY CLIENT FOR THE PORTION OF THE SOLUTION GIVING RISE TO THE LIABILITY. THIS LIMITATION OF LIABILITY SHALL APPLY EVEN IF THE EXPRESS WARRANTIES SET FORTH ABOVE FAIL OF THEIR ESSENTIAL PURPOSE.
16. Third-Party Services and Materials. The Company partners with various third parties and integrates the Solution with various third-party services in connection with its provision of the Solution. Company is not responsible and will not be liable for (i) any acts or omissions by, or claims from, such third parties in connection with the services they offer, (ii) any failure, latency, rendering defect, or other malfunction of such third party services, (iii) any inaccurate or incomplete data, content, creative, or other material provided by such third parties, or (iv) Client’s failure to correctly enter information in connection with Client’s use of such third party services. The Solution and Documentation may contain third-party data, content, material, or information, or content, products, services, or links to other independent third-party web sites, applications, or tools (“Third-Party Material”). The Company does not control Third Party Material and is not responsible for its content. Company’s inclusion of Third-Party Material in the Solution or accessibility of Third-Party Material through the Solution does not imply any endorsement of the information, and Company makes no representations or warranties with respect to any Third-Party Material. If Client or its End Users are subject to or required to agree to any third-party software licenses, consents, user agreements, privacy notices, or other third-party policies or terms and conditions, Client shall be responsible for complying with such third-party requirements and for compliance by its End Users.
17. Termination
    • Termination. Each Party shall have the right to terminate any open Work Order and this Agreement immediately in the event the other Party materially breaches any provision hereof and such breach remains uncured for five (5) calendar days after receipt of notice specifying the nature of such breach. After the initial term of 1 year, any open Work Order and this Agreement will automatically renew for subsequent 1-year periods unless either Party provides written notice to the other of intent not to renew at least ninety (90) days prior to the end of the then-current Term.
    • Suspension. Company may, in its sole discretion, immediately suspend or terminate Client’s access to the Solution for any of the following reasons: (a) to prevent damages or risk to, or degradation of, the Solution; (b) to comply with any law, regulation, court order, or other governmental request; (c) to otherwise protect Company from potential legal liability; or (d) in the event an invoice remains unpaid for more than forty-five (45) days from the invoice date. The Company will use reasonable efforts to provide the Client with notice prior to or promptly following any suspension. The Company will promptly restore access to the Solution as soon as the event giving rise to suspension has been resolved. This Section will not be construed as imposing any obligation or duty on the Company to monitor the use of the Solution.
    • 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 Solution and Documentation will cease as of the effective date of termination; (b) Company will cease to provide the Solution, and (c) Client will pay to Company all fees and expenses due to Company.
    • Survival. The following Sections shall survive any termination or expiration of this Agreement: 9 (Representations and Warranties); 10 (Confidentiality; Proprietary Rights); 12 (Indemnification); 13 (Disclaimer of Consequential Damages; Limitation of Liability); 15.4 (Survival); and 16 (General Provisions).
18. General Provisions
    • Independent Contractor. Company is an independent contractor and is not an agent or employee of, and has no authority to bind, Client by contract or otherwise. Further, it is not the intention of this Agreement or of the Parties to confer a third-party beneficiary right of action upon any third party or entity whatsoever, and nothing in this Agreement will be construed to confer upon any third party or entity other than the Parties hereto a right of action under this Agreement or in any manner whatsoever.
    • Affiliates, Subcontractors, and Vendors. Some or all aspects of the Solution may be provided by the Company’s affiliates, agents, subcontractors, and information system vendors. The rights and obligations of the Company may be, in whole or in part, exercised or fulfilled by the foregoing entities.
    • Publicity. The Company may identify the Client as a customer and may use the Client’s name and logo in the Company’s customer listings, websites, and other promotional and marketing materials. In addition, during the Term, the Company may issue press releases regarding the Parties’ relationship under this Agreement.
    • Assignment. Client may not assign, transfer, or delegate its rights or obligations under this Agreement without the prior written consent of Company. 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.
19. Force Majeure. Other than for payment obligations, 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.
20. 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 a waiver of any other provision.
21. 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 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.”
22. Attachments. All Work Orders and other terms and addenda that are referenced herein or are executed by the Parties and reference this Agreement after the Effective Date are hereby incorporated by reference.
23. Notices. All notices under this Agreement shall be in writing and will be deemed duly given: (i) when received, if delivered in person; or (ii) when sent, if delivered by email to the designated email address of the receiving Party, provided no automated delivery failure notification is received. Each Party shall designate an email address for official notices in the signature block below. Either Party may update its designated email address or contact person for notice purposes by providing written notice to the other Party, specifying the new contact details and the effective date of such change.
24. 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.

Electronic Signatures and Facsimiles Binding.

This Agreement, including the Work Order, this Agreement, the SLA, 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 the Work Orders, this Agreement, the SLA, and related documents, including under any applicable statute of fraud 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 because it lacks an original handwritten signature. Electronic, PDF, or facsimile signatures shall be considered valid as of the date. 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.