Terms & Conditions

THIS AGREEMENT GOVERNS YOUR USE OF OUR SERVICES.

BY ACCEPTING THESE TERMS OF SERVICE, EITHER BY REGISTERING ON THIS WEBSITE OR BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM OR ANY OTHER DOCUMENTATION THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" OR "SUBSCRIBER" SHALL 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 MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

IF YOU REGISTER FOR A FREE TRIAL OR FREE ACCOUNT FOR OUR SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR FREE ACCOUNT.

THESE TERMS APPLY TO THE SUBSCRIBER AND ALL ITS AUTHORIZED USERS, AND THE SUBSCRIBER IS RESPONSIBLE FOR ENSURING COMPLIANCE BY SUCH USERS. ANY ACT OR OMISSION OF AN AUTHORIZED USER SHALL BE DEEMED TO BE THAT OF THE SUBSCRIBER. IN THE EVENT OF ANY CONFLICT BETWEEN THESE TERMS AND A SEPARATELY EXECUTED MASTER SUBSCRIPTION AGREEMENT OR ORDER FORM, THE TERMS OF THIS AGREEMENT SHALL PREVAIL TO THE EXTENT OF THE CONFLICT. OMRA SOLUTIONS MAY UPDATE OR MODIFY THESE TERMS FROM TIME TO TIME, AND CONTINUED USE OF THE SERVICES FOLLOWING SUCH CHANGES CONSTITUTES ACCEPTANCE OF THE UPDATED TERMS. MATERIAL CHANGES WILL BE COMMUNICATED THROUGH APPROPRIATE CHANNELS.

Omra Solutions and Subscriber are each a "Party" and together are "Parties" to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and Agreement contained herein, and intending to be legally bound, the Parties agree as follows:

1. Definitions.

1.1 "Account-Related Information" means data that Omra Solutions collects from the Subscriber for account management, billing, authentication and customer support. This includes but is not limited to the Subscriber's name, contact details, payment details, subscription plan, usage metrics, and communication records with Omra Solutions.

1.2 "Agreement" means this Master Subscription Agreement, including all schedules, exhibits, the order form to which this Agreement is appended, and addenda, as amended from time to time.

1.3 "Authorized User" shall mean an individual user authorized by the Subscriber to access and use the Omra Solutions Platform pursuant to this Agreement and shall include the Subscriber's employees, contractors, consultants, agents, or any other personnel explicitly authorized by the Subscriber.

1.4 "Confidential Information" refers to all non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), including, but not limited to, the terms of this Agreement, pricing, business strategies, technical information, Subscriber data and any documentation and communication related to the Services. Confidential Information excludes information that (a) is or becomes publicly available without breach of this Agreement, (b) was known to the Receiving Party prior to disclosure, (c) was lawfully obtained from a third party without restriction, (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information or (e) has been approved to be disclosed by the Disclosing Party.

1.5 "Intellectual Property Rights" means any and all rights, arising under patent law, copyright law, trademark law, trade secret law, treaties or any other applicable intellectual property laws in any jurisdiction, whether registered or unregistered.

1.6 "Omra Solutions Platform" means Omra Solutions's software-as-a-service and subscribed to under an Order Form.

1.7 "Omra Solutions Service Credits" means the subscription fee paid by the Subscriber and credited into the Omra Solutions Wallet. One (1) Omra Solutions Service Credit shall be equivalent to one (1) currency unit to be used to access the Services.

1.8 "Omra Solutions Wallet" means a semi-closed prepaid instrument issued by Omra Solutions that can be used by the Subscriber against Services on the Omra Solutions Platform.

1.9 "Services" means Omra Solutions's proprietary cloud-based platform and any new Services that Omra Solutions may introduce and to which Subscriber may subscribe to, and any updates, modifications, and improvements, thereto, including the API, Software, and related documentation, whether individually or collectively.

1.10 "Subscriber Content" means any data, information, documents, or other materials that Subscriber or its Authorised Users' input, submit, upload or process using the Omra Solutions Platform and includes any other content generated by Omra Solutions on behalf of the Subscriber in connection with the subscribed Services, excluding Account-Related Information and Subscriber Data. The Subscriber retains all ownership rights to Subscriber Content and Omra Solutions shall process such data only as necessary to provide the Services in accordance with this Agreement and applicable laws.

1.11 "Subscriber Input" means any feedback and suggestions, provided by Subscriber or its employees or third-party service providers relating to Services.

1.12 "Subscription Term" means the period for which Subscriber have agreed to subscribe to the Services as specified in the relevant Order Form.

1.13 "Usage Limits" shall mean the limits on use of the Services based on the subscription plan purchased and Omra Solutions Service credits available in the Omra Solutions Wallet of the Subscriber.

2. Subscriber Responsibilities, and Restrictions.

2.1 Access to Services: Subject to Subscriber's compliance with this Agreement, Omra Solutions grants Subscriber a revocable, non-exclusive, non-transferable right to access and use the Services solely for its internal business purposes during the Subscription Term.

2.2 Subscriber Responsibilities. Subscriber shall (a) Provide accurate, complete, and up-to-date information when accessing the Services (b) Ensure that each Authorized User is uniquely identified and complies with this Agreement (c) Use commercially reasonable efforts to prevent unauthorized access to the Services, including securing login credentials and monitoring usage (d) Comply with all Applicable Laws, including, but not limited to, data privacy regulations and intellectual property laws. (e) obtain the necessary consent from its Authorised Users for Omra Solutions's processing of data, as required under the Data Processing Addendum ("DPA").

2.3 Usage Restrictions: The Subscriber and its Authorized Users shall not, directly or indirectly: (a) Copying, modifying, distributing, sublicensing, transferring, selling, leasing, assigning, or otherwise exploiting the Omra Solutions Platform, including unauthorized access, reverse engineering, disassembly, or decompilation (except as permitted by law), or using it on behalf of third parties, such as in service bureaus or business process Services, without prior authorization. (b) Using the Omra Solutions Platform for competitive purposes, including benchmarking, competitive analysis, or developing competing products or Services. (c) Circumventing or attempting to circumvent Usage Limits specified in the Order Form or sharing Authorized User licenses among multiple individuals (except when reassigning to a new user). (d) Not use the Omra Solutions Platform for any unlawful, illicit, or immoral purpose, including storing or transmitting harmful, defamatory, obscene, infringing, or privacy-violating material, or any malicious code, including hacking, phishing, or malware distribution. Nor interfere with, disrupt, compromise, or overburden the platform's security, infrastructure, system integrity, performance, or availability, including unauthorized data collection or tracking mechanisms. (e) Uploading or transmitting (or attempting to upload or transmit) any passive or active tracking mechanism, such as web bugs, cookies, spyware, tracking pixels, passive content monitoring systems (pcms), or similar devices, is also prohibited. (f) Removing, obscuring, or altering any proprietary or other notices contained in the Omra Solutions Platform.

3. Fees and Payment Terms.

Fees are due and payable as on the invoice date unless otherwise agreed upon in writing. Any invoice disputes shall be raised within five (5) days of receipt. Fees are non-refundable whether or not the Omra Solutions Platform is actively being used. Late payments are subject to interest at a rate of 1% per month or the highest rate permitted by law, whichever is lower. Non-payment of undisputed fees will be treated as a material breach. Additional charges will apply for additional purchases or usage in excess of the purchased subscription(s). The Subscriber shall be responsible for all applicable taxes (any sales tax, use tax, value added tax, goods & service tax or any other similar tax) calculated on an ad valorem basis.

4. Data Protection.

To the extent we process Account-Related Information and Subscriber Content on your behalf, the Data Protection Addendum ("DPA") on the website of the Omra Solutions shall apply and is incorporated by reference into this Agreement.

5. Confidentiality.

(a) Each Party agrees to maintain the confidentiality of the other Party's Confidential Information using at minimum the same degree of care it uses to protect its own information, but no less than reasonable care and shall not disclose to any third party except with accordance to this clause. (b) Either Party may disclose Confidential Information to its employees, agents, affiliates, advisors, contractors, and service providers on a need-to-know basis, provided such recipients are bound by confidentiality obligations that are at least as restrictive as those set forth in this section. (c) If required by law, the Receiving Party may disclose Confidential Information after providing reasonable notice to the Disclosing Party (unless prohibited by law) and seeking protective measures. (d) The Receiving Party shall not use Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement. (e) Any disclosure of Confidential Information in accordance with this clause shall require prior written notice to the other party.

6. Third Party Services.

Certain functionalities on the Omra Solutions Platform may involve integrations with third-party tools, software, or Services ("Third-Party Services"). Any third-party integrations shall be at Subscriber's sole discretion. Their use is subject to the respective terms and conditions of such third parties and, Omra Solutions makes no representations or warranties regarding Third-Party Services and disclaims all liability for any interruptions, errors, or damages arising from their use. Subscriber may opt out of certain Third-Party Services by adjusting account settings or by notifying Omra Solutions in writing. If Subscriber elects to integrate Third-Party Services that require the transfer of Subscriber Data, Subscriber acknowledges and agrees that Omra Solutions shall not be liable for any data processing by such third parties.

7. Rights and Licenses.

(a) Omra Solutions owns all rights, title, and interest in the Omra Solutions Platform and its Intellectual Property Rights, including updates, modifications, and derivative works, whether created by Omra Solutions or on its behalf. This Agreement does not grant the Subscriber any additional rights to Omra Solutions's Intellectual Property. (b) Subscriber grants Omra Solutions a perpetual, royalty-free license to use any Subscriber Input provided, including for sublicensing and integration into Omra Solutions Services. (c) Omra Solutions may collect and use non-identifiable Usage Data from the Subscriber's use of the Services for improvement, marketing, and operational purposes. (d) Promotional Rights: Subscriber agrees that Omra Solutions may use the fact of its involvement with the Subscriber and refer Subscriber's name, trademarks, logos, Feedback, comments, suggestions, case studies, testimonials, name and pictures of individual issuing testimonials or comments in its marketing, advertising, customer references and website.

8. Limitation of Liability.

Neither party shall be liable to the other for any indirect, incidental, punitive, special, exemplary, or consequential damages, whether or not such damages were foreseeable or the possibility of such damages was disclosed, including without limitation, damages for loss of profits, goodwill, use, data loss, interruption of business, loss or unauthorized access to information, or other intangible losses, arising out of or in connection with this agreement, regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise. Either Parties liability, under no circumstance, shall exceed value of aggregate of all amounts paid by the Subscriber to Omra Solutions in the last twelve (12) months preceding the first event giving rise or during the Subscription Term, which ever period is lower, to such claim or action.

9. Warranty by Omra Solutions.

Omra Solutions warrants that during the Subscription Term, the Omra Solutions Platform will function as per Agreement and applicable documentation and will be free from any material defects that hinders the intended use. Omra Solutions will implement safeguards to protect the security and confidentiality of Subscriber Data.

10. WARRANTY DISCLAIMER.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE OMRA SOLUTIONS PROVIDES ITS SERVICES ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, INCLUDING ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WHILE THE OMRA SOLUTIONS STRIVE FOR A SEAMLESS EXPERIENCE, IT CANNOT GUARANTEE UNINTERRUPTED ACCESS, ERROR-FREE FUNCTIONALITY, MALICIOUS CODE, VIRUSES, DATA LOSS OR CYBERATTACKS OR SPECIFIC OUTCOMES. ANY USE OF THE OMRA SOLUTIONS PLATFORM INVOLVE CERTAIN INHERENT RISKS. OMRA SOLUTIONS IS NOT LIABLE FOR DELAYS, INTERRUPTIONS, OR ISSUES ARISING FROM THE INTERNET, ELECTRONIC COMMUNICATIONS, OR SYSTEMS BEYOND ITS REASONABLE CONTROL.

11. Indemnification.

11.1. By Omra Solutions: Omra Solutions shall defend, indemnify, and hold harmless the Subscriber, its directors, officers, employees, affiliates, agents, and representatives from and against any and all third-party direct claims, demands, actions, proceedings, liabilities, losses, damages, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Omra Solutions's breach of its confidentiality obligations under this Agreement (b) any claim that the Subscriber's authorized use of the Omra Solutions Services infringes or misappropriates any valid intellectual property right of a third party, including patents, copyrights, trademarks, or trade secrets (an "IP Claim"); Omra Solutions shall, at Omra Solutions's expense, defend such IP claims and bear the full cost of such defense, subject to the following conditions: (a) the Subscriber promptly notifies Omra Solutions in writing upon becoming aware of any actual or threatened claim. (b) Omra Solutions shall have sole control over the defense and settlement of the claim, including the right to appoint legal counsel of its choice; provided, however, that Omra Solutions shall not enter into any settlement that imposes any admission of liability or financial obligation on the Subscriber without the Subscriber's prior written consent; and (c) the Subscriber shall provide Omra Solutions with all reasonable cooperation and assistance in connection with the defense of such claim.

11.2. Excluded Claims: Omra Solutions shall have no liability or obligation under this Clause in the event the IP claim arises out of or relates to: (a) any instructions, specifications, materials, or modifications made to the Omra Solutions Platform or Services by the Subscriber or at the Subscriber's direction, or otherwise not performed or authorized by Omra Solutions; (b) any combination or use of the Omra Solutions Services with software, hardware, or data not provided or approved by Omra Solutions, where such use causes the infringement; (c) use of the Omra Solutions Services in violation of the terms of this Agreement or applicable laws; or (d) any third-party claims arising out of or relating to the Subscriber's Data, including alleged infringement of intellectual property, breach of privacy rights, or inclusion of unlawful or infringing content. Further, any and all claims arising from, related to, or in connection with the use of the AI tool provided by Omra Solutions, including but not limited to claims regarding the accuracy, reliability, or legality of outputs or recommendations produced by the AI tool, and any reliance placed upon such outputs.

11.3. By Subscriber: The Subscriber agrees to defend, indemnify, and hold harmless Omra Solutions, its directors, officers, employees, affiliates, agents, and representatives from and against any and all third-party direct claims, demands, actions, proceedings, liabilities, losses, damages, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Subscriber's breach of its confidentiality obligations under this Agreement; (b) the Subscriber's unauthorized or improper use of the Omra Solutions Services; (c) any claim arising from or relating to the Subscriber's Data, including but not limited to claims of intellectual property infringement, privacy violations, defamation, or unlawful content; or (d) any instructions, specifications, materials, or modifications provided or performed by the Subscriber that result in third-party claims against Omra Solutions.

11.4 Conduct of Claims: The indemnified Party shall promptly notify the indemnifying Party of any indemnity claim. Delay in notification shall not relieve the indemnifying Party of its obligations unless such delay materially prejudices its ability to defend the claim. The indemnified Party shall provide reasonable cooperation and relevant information at the indemnifying Party's expense. The indemnifying Party shall have sole authority over the defense and settlement of any third-party claim. If the indemnifying Party fails to assume control of the defense within thirty (30) days of receiving notice, the indemnified Party may undertake the defense at the indemnifying Party's reasonable expense. The indemnified Party shall not admit liability or settle any claim without the indemnifying Party's prior written consent, which shall not be unreasonably withheld, delayed, or conditioned.

12. Term.

This Agreement is effective from the date of the Order Form (the "Effective Date"). Thereafter, this Agreement shall automatically renew for successive terms of equal duration to the Initial Term (each renewal term, a "Term"), unless either party provides the other party with written notice of its intent not to renew at least thirty (30) days prior to the expiration of the then-current Term. Upon any renewal, the recurring fees shall be subject to an increase, the extent of which will be mutually discussed and agreed upon by Omra Solutions and the Subscriber. Notwithstanding the foregoing, any downgrade in subscription scope including but not limited to volume, plan, term, or billing cycle may be subject to re-pricing at the time of renewal, regardless of prior Term pricing.

13. Termination.

Either Party may terminate this Agreement for cause by providing 30 days' written notice to the other party in the following cases: (a) Material Breach – If the other Party materially breaches this Agreement and fails to remedy the breach within the notice period. (b) Other Grounds – If the other Party: (i) Enters into an unauthorized Agreement with creditors or initiates winding-up proceedings (except for legitimate restructuring). (ii) Is reasonably suspected of engaging in illegal activities or acts prejudicial to the other Party's interests. (iii) Engages in misconduct, fraud, dishonesty, or misuse of the Software or other property. (iv) Breaches any representations or warranties under this Agreement. (v) Ceases or threatens to cease business operations.

14. Refund.

Upon termination by the Subscriber in accordance with clause 13, Omra Solutions will refund any prepaid fees on a pro-rata basis for the remaining Subscription Term. However, termination does not relieve the Subscriber from payment obligations, if any.

15. Retrieval of Subscriber Data.

Upon termination, Omra Solutions will provide Subscriber limited access to the Omra Solutions Platform for up to thirty (30) days, at no additional cost, solely for purposes of retrieving Subscriber Data. After this period, unless legally required, Omra Solutions may delete the Subscriber Data but may retain backup copies until scheduled for deletion. Subscribers can request earlier removal of Subscriber data and backups in writing.

16. Change of Control.

A 'Change of Control' refers to any event in which (a) more than 25% of the voting stock or ownership interest of the Subscriber is transferred; or (b) the Subscriber merges with or is acquired by another entity. In the event of an anticipated Change in Control, Omra Solutions shall receive written notice at least 30 days prior to its effective date Omra Solutions shall not unreasonably withhold its consent to such Change of Control, provided that the new controlling entity agrees to be bound by the terms of this Agreement. If consent is not granted, Omra Solutions may terminate the Agreement upon 15 days' notice

17. General Provisions.

17.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India, without reference to conflict of laws principles. The courts at Hyderabad, Telangana shall have exclusive jurisdiction over all disputes arising out of or in connection with this Agreement.

17.2. Arbitration: In the event of any dispute arising out of or in connection with the present contract, including any question regarding its existence, validity or termination, the parties shall refer the same for arbitration to be finally resolved under the administration of International Arbitration and Mediation Centre ("IAMC") in accordance with the Arbitration Rules of International Arbitration and Mediation Centre ("IAMC Rules") for the time being in force. The seat of Arbitration shall be Hyderabad. The Tribunal shall consist of one or more arbitrators appointed in accordance with the said Rules. The language of the arbitration proceedings shall be English. The law governing the contract shall be Indian Laws.

17.3. Injunctive Relief: The Parties agree that breaches of confidentiality, non-use, or other obligations under this Agreement causing irreparable harm to entitle the affected Party to seek injunctive relief or specific performance.

17.4. Notices: Unless expressly stated otherwise, all notices under this Agreement must be in writing. Notices to Omra Solutions must be sent addressing Legal Department at legal@omrasolutions.com. Notices to Subscriber must be sent addressing the email address of the undersigned representative as provided below, unless otherwise agreed in writing by the Parties.

17.5. No Third-Party Beneficiaries: The terms of this Agreement are binding solely on the Parties, their successors, and permitted assigns. Nothing in this Agreement, whether expressed or implied, creates any rights, benefits, or remedies for any individual or entity other than the Parties, their successors, and permitted assigns.

17.6. Force Majeure: Neither Party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including but not limited to natural disasters, government actions, wars, riots, strikes, lockouts, epidemic, pandemic other concerted acts of workmen or acts of God. A Party invoking force majeure shall promptly notify the other Party in writing, providing full details of the cause or event, along with the date of its first occurrence, as soon as reasonably possible. The affected Party must keep the other Party updated on developments and make all reasonable efforts to resolve the cause of non-performance. Once the impediment is removed, both Parties shall promptly resume their obligations under the Agreement. The Subscriber shall have the right to terminate the Agreement if force majeure continues for thirty (30) days.

17.7. Anti-corruption: Each party shall comply with all applicable anti-corruption Laws, in relation to this Agreement. Each party agrees that it will not offer to pay or give anything of value to anyone, including foreign governmental officials or related persons or entities on either party's behalf to corruptly: (a) influence any official act or decision; (b) secure any improper advantage; (c) obtain or retain business, or direct business to any person or entity; or (d) for the purpose of inducing or rewarding any favorable action in any matter related to the subject of this Agreement or the business of either party. Each party further agrees to keep accurate books and records in relation to this Agreement. Each party further agrees to cooperate with the other party in any anti-corruption due diligence process and/or investigation in relation to this Agreement.

17.8. Non-Disparagement: During and after the term of this Agreement, both Parties shall act in good faith and refrain from making or publishing any false, misleading, derogatory, defamatory, or otherwise harmful statements about the other Party, its services, personnel, or business, whether publicly or privately on any digital/public platforms. Any bona fide feedback provided by the Subscriber shall not be restricted and may be given freely, without limitation or prior approval, but in confidence.

17.9. Relationship of the Parties: The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

17.10. Confirmation: In the event of conflict between the clauses of this MSA and Order Form, Order Form Shall prevail.

17.11. Amendments: Any amendments or modifications must be in writing and signed by authorized representatives of both Parties.

17.12. Third-Party Partner Applicability: If the Omra Solutions Services are procured through a third-party partner authorized by Omra Solutions, the terms of this Agreement shall apply to such use of the Services, unless explicitly superseded by a separate agreement executed between Omra Solutions and the Subscriber.

17.13. Third-Party Partner Relationship Precedence of Terms: In the event of any inconsistency or conflict between the terms of this Agreement and those contained in any agreement between Subscriber and the Third-Party Partner in relation to the Services, the terms of this Agreement shall prevail as between Omra Solutions and Subscriber. Omra Solutions disclaims any responsibility for any representations, warranties, or obligations made by such Reseller that are not expressly authorized by Omra Solutions in writing.

17.14. Assignment: Neither party may not assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party.

17.15. Severability: If any provision of this Agreement is held to be illegal, invalid or unenforceable under any Applicable Law from time to time: (a) such provision will be fully severable from this Agreement; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from.

17.16. Waiver: Except as otherwise provided in this Agreement, failure on the part of either Party to exercise any right hereunder or to insist upon strict compliance by the other Party with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such right, term, covenant or condition.

17.17. Surviving Provisions: Sections "Confidentiality," "Fees and Payments," "Warranty Disclaimers," "Limitation of Liability," "Indemnification," "Termination," "Surviving Provisions" and "General" shall survive termination of this Agreement up to 3 years from date of termination of this Agreement or any cause of action post termination, whichever is later.

17.18. Interpretation: No provision of this Agreement shall be construed against one Party by reason of being deemed the "author" of the Agreement. The headings used in this Agreement are for convenience only and shall not affect the interpretation of the terms of this Agreement.

17.19. Electronic Signatures: The Parties agree that this Agreement and any other documents to be delivered in connection herewith may be executed by electronic means, via digital signatures, and such electronic execution shall be deemed to have the same legal effect as delivery of an original executed copy. The Parties further agree that electronic signatures shall be binding and enforceable to the same extent as physical, handwritten ("wet") signatures, in accordance with applicable laws.