These General Terms and Conditions (“General Terms”) are part of the Mail Forwarding Services Agreement executed and entered into by and between United States Corporation Agents, Inc. (“USCA”) and Service Provider. Capitalized terms used and not defined in these General Terms shall have the meaning ascribed to them in the respective Mail Forwarding Services MSA, SOW(s) and Exhibit(s) (as applicable) entered into by and between USCA and Service Provider.
1. Certain Definitions.
1.1. “Affiliate” means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to parent and/or subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a Party. For clarity, Legalinc Corporate Services Inc. is an Affiliate of USCA.
1.2. “Client Information” means any information or documentation that Service Provider receives or otherwise obtains from, on behalf of, concerning, or in connection with a USCA Client, which relates to or concerns such USCA Client, his/her account with USCA and/or Service Provider (if and as applicable), and/or the provision or use of the Mail Forwarding Services under the Agreement, including without limitation USCA Client’s contact information, such as name, title, address, email, IP address, telephone and fax numbers, and the like.
1.3. “MSA Term” shall commence on the MSA Effective Date and end twelve (12) months after the expiration or earlier termination of all SOWs entered into by the Parties. For clarity, USCA shall have the right but not the obligation to enter into additional SOWs with Service Provider during the 12 months period following the expiration or termination of all prior SOWs.
1.4. “USCA Client” means each customer of USCA and/or its Affiliates who request to receive Mail Forwarding Services on the terms and conditions specified herein.
1.5. “USCA Content” means USCA's graphic images, description of USCA and its products or services, and any other content, language, or images, provided and approved in final form by USCA to Service Provider.
1.6. “USCA PII” means any identifying or personal information that is or can be reasonably linked to a specific USCA Client, and/or USCA or its Affiliate officer, director, employee, or agent, or each of their respective computers or devices, including email address, mailing address, telephone number, IP address, or financial, medical, or health information.
1.7. “Security Breach” shall mean (a) any act or omission that compromises or undermines (i) the security, confidentiality, or integrity of USCA PII or Client Information, or (ii) the physical, technical, administrative, or organizational safeguards put in place by or on behalf of Service Provider or USCA; and/or (b) misuse, loss, theft, destruction, alteration, compromise, or unauthorized disclosure/access to or collection of (including retention, storage, or transfer) USCA PII or Client Information.
2. Data Protection
2.1. During the Term, Service Provider covenants and agrees not to use, receive, process, access, sell, rent, transfer, distribute, or otherwise disclose or make available USCA PII and Client Information in violation of applicable laws, rules or regulations, or for its own or any other purposes that are not expressly specified in the Agreement.
2.2. Service Provider covenants and agrees that it shall implement and maintain administrative, physical, and technical safeguards to protect USCA PII and Packages from a Security Breach or any other unauthorized access, acquisition, or disclosure, destruction, alteration, accidents, loss, theft, misuse, or damage. At a minimum, these safeguards shall include: (a) limiting USCA PII and Packages access to Service Provider’s employees who are providing Mail Forwarding Services hereunder; (b) securing its Offices, paper files, servers, computing equipment, phone line and fax line (as applicable).
2.3. Service Provider shall (a) notify USCA of a Security Breach as soon as practicable, but no later than twenty-four (24) hours after Service Provider becomes aware of it by emailing USCA at firstname.lastname@example.org, with a copy by email to Service Provider’s primary business contact within USCA. Service Provider agrees to fully cooperate with USCA in USCA’s handling of the matter as may be reasonably required by USCA or its authorized representatives.
3. Service Provider Business.
3.1. All questions, comments, or concerns regarding USCA Clients, USCA, and USCA Affiliates received by Service Provider shall be directed to USCA.
3.2. Service Provider shall not market, solicit, or contact USCA Clients or otherwise use Client Information in a manner inconsistent with the purposes of the Agreement.
3.3. Except as set forth in the Agreement, Service Provider bears full responsibility, risk and liability for (a) all aspects of the conduct and operations of its business and (b) payment of all expenses related to or arising from its business activities and obligations under the Agreement.
3.4. Time is of the essence with respect to Service Provider’s obligations and responsibilities in the Agreement.
4. Fees and Payment.
4.1. Mail Forwarding Services Fee. Provided that Service Provider has fulfilled its obligations under, and is not in material breach of, the Agreement, USCA will pay Service Provider the monthly Mail Forwarding Services Fee set forth in Part A within forty-five (45) days of receipt of an accurate and undisputed invoice. Service Provider shall deliver an invoice to USCA no later than five (5) business days following the last day of each calendar month.
5. Term and Termination.
5.1. Term. Тhe MSA Term is defined in the Definitions Section above and the SOW Term is defined in each applicable SOW. Notwithstanding the expiration or termination of the Agreement and/or SOW(s) or any of their respective provisions thereof to the contrary, unless otherwise requested by USCA in writing, the terms and conditions of the MSA and these General Terms shall continue in full force and effect with respect to each SOW that has not been completed, terminated or expired, until such time that all of the Mail Forwarding Services to be performed and the Parties’ obligations related thereto as set forth in the applicable SOW have been fully completed, delivered, or performed in accordance with the applicable terms and conditions contained therein and/or such SOW has been terminated. Additionally, if all SOWs are expired or terminated, either Party may terminate the MSA by providing prior written notice of at least thirty (30) days to the other Party.
5.2. Termination for Material Breach. Either Party may terminate the Agreement and/or any or all SOWs (in whole or in part) if the other Party has materially breached its obligations under the Agreement and such breach is not cured within thirty (30) days of receipt of written notice of such breach. Service Provider’s material changes to any or all of its Mail Forwarding Services shall constitute a material breach of the Agreement. The non-terminating, i.e., breaching, Party shall pay for all fees, costs, and expenses concerning USCA Clients charged by an applicable government agency or entity, including the Secretary of State, resulting from such termination.
5.3. Termination for Insolvency. Either Party shall have the right to terminate the Agreement and any and all SOWs immediately upon written notice to the other Party in the event the other Party is adjudicated bankrupt or becomes insolvent, makes a general assignment for the benefit of its creditors, files a voluntary petition in bankruptcy or for reorganization under the bankruptcy laws or if a petition is filed against it, or if a receiver or trustee is appointed for such Party. The non-terminating, i.e., insolvent, Party shall pay for all fees, costs, and expenses concerning USCA Clients charged by an applicable government agency or entity, including the Secretary of State, resulting from such termination.
5.4. Termination for Convenience or Purported Assignment. USCA shall have the right to terminate the Agreement and/or any or all Statements of Work (in whole or in part) (a) for any or no reason, after the first six (6) months of the SOW Initial Term and upon three (3) months prior written notice to Service Provider, without further obligation or liability of any kind, except that USCA shall pay all fees, costs, and expenses concerning USCA Clients charged by an applicable government agency or entity, including the Secretary of State, resulting from such termination; (b) immediately upon written notice to Service Provider if Service Provider assigns or attempts to assign the Agreement or any of its rights and obligations under the Agreement in breach of Section 11.2, and Service Provider shall pay for all fees, costs, and expenses concerning USCA Clients charged by an applicable government agency or entity, including the Secretary of State, resulting from such termination. The Parties may have an additional right, that may be specified in an SOW, to not renew an SOW after the SOW Initial Term (as defined in an SOW).
5.5. Termination for Cause. If Service Provider provides USCA with at least six (6) months prior written notice (the “Notice Period”) that (a) it intends to wind up, close, and/or liquidate its business or a portion thereof that provides Mail Forwarding Services and cease to provide such Mail Forwarding Services to all third parties; (b) its Office(s) lease (i) will expire and will not renewed by the landlord or Service Provider or (ii) is terminated for any reason; or (c) it loses other material rights to the Office property or its address, then either Party may terminate the Agreement as of the last day of the Notice Period by providing written notice to the other Party during such Notice Period. Regardless of which Party terminates the Agreement based on this Section 5.5, Service Provider shall pay for all fees, costs, and expenses concerning USCA Clients charged by an applicable government agency or entity, including the Secretary of State, resulting from such termination.
5.6. Additional Effect of Termination. In addition to the foregoing, upon termination of the Agreement:
5.6.1. The provisions of this Section 5 (Term and Termination); Section 8 (Confidential Information); Section 10 (Indemnity, Insurance, and Limitation of Liability); and Section 11 (General) and any payment obligation that has accrued and is owed by one Party to another Party but has not been paid prior to the termination of the Agreement, shall survive the termination of the Agreement.
5.6.2 If the Agreement is terminated prior to the completion of a full calendar month, USCA's payment obligation shall be pro-rated, and Service Provider shall deliver to USCA an invoice for the mutually agreed pro-rated amount.
5.6.3. On the effective date of termination of the Agreement, (a) each Party shall fully cooperate with the other Party in order to effectuate an orderly transition; (b) USCA will file the necessary documents with each jurisdiction within each Territory to change the agent of record for each USCA Client; (c) Service Provider shall remove the agent of record for each USCA Client; (d) Service Provider shall remove the USCA Content from all Mail Forwarding marketing material; and (e) each Party shall return or destroy the Confidential Information of the other Party.
5.6.4 Notwithstanding the foregoing, Service Provider shall fulfill the obligations for any SOP Deliveries (as defined in an SOW) served on Service Provider on behalf of a USCA Client for a period of three (3) months after the effective date of termination.
6. Intellectual Property License.
6.1. USCA hereby grants Service Provider a limited non-exclusive, non-transferable, revocable license to use, reproduce, publicly display, and distribute USCA or its Affiliate’s name and/or logo (“USCA Content”) on building signage and in marketing materials, all as pre-approved by USCA in writing. USCA retains all right, title and interest in and to the USCA Content along with all intellectual property rights associated therewith. All goodwill arising out of Service Provider's use of any of the USCA Content shall inure solely to the benefit of USCA.
6.2. Service Provider shall not make or cause to be made, any statement, public announcement, public filing, claim or representation of a business relationship between the Parties without the express prior written consent of USCA in each instance. Service Provider will cooperate with USCA in connection with the protection of or maintenance of rights in the USCA Content. USCA shall have the sole authority to determine what, if any, action shall be taken, and the scope of such action or settlement thereof, concerning the USCA Content.
7. No Exclusivity.
7.1. USCA may enter into, and the Agreement shall not preclude or limit, any discussions, negotiations, or agreements with any other entities, including entities that provide the same products or services offered or provided by Service Provider.
7.2. Service Provider may enter into similar agreements with any other third parties, provided that Service Provider shall provide notice to USCA of any arrangement or agreement with a competitor of USCA not later than fourteen (14) calendar days of entering into such arrangement or agreement and, in any event, prior to the commencement of such services.
8. Confidential Information.
8.1. In the course of negotiation or fulfillment of its obligations under the Agreement, each Party may have disclosed or may disclose to the other Party certain Confidential Information. "Confidential Information" means any information that is not generally known to the public and that is or was used, developed or obtained by either Party in connection with its business or the Agreement; provided, however, that “Confidential Information” shall not include information that: (a) is or becomes publicly available through an intentional disclosure by the disclosing party; or (b) was, prior to the time of disclosure to the receiving party, independently developed by the receiving party. For purposes hereof, Confidential Information shall include, without limitation, the terms of the Agreement, nonpublic information related to USCA Clients, vendors, employees, USCA PII, and Client Information.
8.2. If the receiving Party becomes legally compelled by a court of competent jurisdiction, administrative agency, or by applicable law to disclose any of the disclosing party’s Confidential Information, then the receiving Party shall: (a) immediately notify the disclosing Party of such demand; (b) provide reasonable cooperation to the disclosing Party in connection with any effort by the disclosing Party to seek a protective order or other appropriate remedy to prevent, restrict and/or otherwise limit the disclosure of such Confidential Information; and (c) disclose only that portion of the Confidential Information that is legally required to be disclosed (subject to any protective order and/or other appropriate restrictions) and protect the Confidential Information from further disclosure to the extent permitted by applicable law.
8.3. Each Party (a) shall not disclose the other Party's Confidential Information to any third party without the other Party's prior written consent; (b) shall use Confidential Information only for the limited purpose of and as necessary to carry out its obligations under the Agreement; and (c) shall disclose the other Party's Confidential Information only to those of its employees, subcontractors, agents, attorneys, and consultants who are bound by confidentiality obligations and whose duties require access to the information and then only for the purposes contemplated by the Agreement.
8.4. The Parties acknowledge that the harm caused by the wrongful disclosure of Confidential Information will be difficult, if not impossible, to assess on a monetary basis alone and that legal damages may not be sufficient remedy for the wrongful disclosure. Therefore, in addition to any other remedy that may be available at law and/or in equity, the disclosing Party shall be entitled to seek an injunction, restraining order or other equitable relief to enforce compliance with the provisions hereof without requirement of posting bond or other security.
8.5. Except for that portion of Confidential Information that is considered a trade secret under applicable law, the provisions of this Section 8 will survive termination of the Agreement for three (3) years after its expiration or termination. For that portion of Confidential Information that is considered a trade secret under applicable law, the provisions of this Section 8 will survive termination of the Agreement for the later of the three (3) year period or such time as the information is no longer considered a trade secret.
9. Representations and Warranties.
Service Provider represents and warrants to USCA that as of the Effective Date and for the duration of the MSA Term that:
9.1. (a) it is duly organized and validly existing under the laws of the state in which it is organized and in each jurisdiction in each Territory in which it conducts business; (b) it has full corporate right, power, and authority to enter into the Agreement and to perform its obligations hereunder; (c) the Agreement represents a valid and binding obligation of Service Provider and is fully enforceable against Service Provider according to its terms; and (d) any and all activities and obligations it undertakes, and services (including Mail Forwarding Services) it provides, under the Agreement shall be performed (i) in a manner that is consistent with industry best practice; (ii) in accordance with the terms, conditions and standards of performance set forth in the Agreement; and (iii) in compliance with all applicable laws, rules, regulations (including concerning data privacy and data security), codes and standards of government agencies, authorities, and self-regulatory organizations with jurisdiction over Service Provider and its business and in any jurisdiction in each Territory in which it does or is deemed to be doing business.
9.2. Neither the execution, delivery or performance of the Agreement or consummation of transactions contemplated hereby, nor compliance with any provision hereof, shall conflict with or result in a breach or default under any agreement binding upon Service Provider or its property, or violate any provision of any law, statute, rule, regulation, or order, writ judgment, injunction or decree applicable to Service Provider or its property (including Offices).
9.3. It shall, and shall ensure that its employees and contractors, perform its and their obligations respective under the Agreement, including providing Mail Forwarding Services and operating the Offices in a highly professional, safe, and legal manner consistent with highest industry standards and practices.
9.4. It holds and shall maintain all applicable permits and/or licenses to perform the Mail Forwarding Services in each jurisdiction of each Territory.
9.5. Service Provider or its officers or directors are not a party to any pending litigation which could adversely affect Service Provider's obligations hereunder.
10. Indemnity, Insurance, and Limitation of Liability.
10.1. Indemnification of USCA. Service Provider shall indemnify, defend, and hold harmless USCA and its Affiliates, and each of their respective officers, directors, employees and agents ("USCA Indemnified Parties") from and against any and all action, cause of action, suit, claim, demand, settlement, judgment, controversy, loss, obligation, damage, cost, lien, fine, penalty, charge, court cost, payment, loss, liability and expense (including reasonable attorneys' fees and expenses) (collectively, "Losses") which may be asserted against, imposed upon, or suffered by any of the USCA Indemnified Parties, or which may be claimed by any person as a result of, arising out of or related to (a) the Mail Forwarding Services and Service Provider’s provision of same; (b) breach or alleged breach of Service Provider’s representations, warranties, and/or covenants under the Agreement (except to the extent caused by inaccurate information provided by USCA to Service Provider regarding a USCA Client); (c) violation of applicable laws or regulations by Service Provider or its agents; and/or (d) the failure of Service Provider to perform is obligations under the Agreement, except to the extent, in each case, that any such Losses are caused by USCA’s material breach or violation under the Agreement, gross negligence or willful misconduct. Service Provider hereby agrees to be solely liable for any and all contracts and relationships between Service Provider and any third parties.
10.2. Indemnification of Service Provider. USCA shall indemnify, defend, and hold harmless Service Provider and its officers, directors, and employees (“Service Provider Indemnified Parties”) from and against any and all Losses which may be asserted against, imposed upon, or suffered by any of the Service Provider Indemnified Parties as a result of, arising out of or related to (a) inaccurate information provided by USCA to Service Provider regarding a USCA Client; (b) its breach of any of the representations, warranties, or covenants made by USCA in the Agreement; and/or (iii) violation of applicable laws or regulations by USCA or its agents, except to the extent, in each case, that any such Losses are caused by Service Provider’s material breach or violation under the Agreement, gross negligence or willful misconduct. USCA hereby agrees to be solely liable for any and all contracts and relationships made between Service Provider and any third parties.
10.3. Insurance. Service Provider shall, during the MSA Term and for a period of one (1) year thereafter, procure and maintain, at its own cost and expense, liability insurance in amount reasonably expected in its industry, but in no event less than necessary to meet its obligations hereunder. Notwithstanding the foregoing, at a minimum, Service Provider shall procure and maintain, during the MSA Term (i) general liability insurance in the amount of $100,000 per occurrence (ii) errors and omissions insurance in the amount of $100,000 per occurrence and (iii) workers compensation with limits meeting applicable statutory requirements. USCA and all of its affiliates shall be included as an additional insured under the coverage specified in this Section 10.3. Within seven (7) calendar days of USCA's request, Service Provider shall deliver to USCA certificates of insurance evidencing the requirements in this section. Such certificates shall contain a provision that coverage will not be materially changed, cancelled or allowed to expire until at least thirty (30) days prior written notice has been given to USCA.
10.4. Limitation of Liability. IN NO EVENT SHALL USCA, ITS PARENTS, SUBSIDIARIES, AFFILIATES OR ANY OF THEIR RESPECTIVE CLIENTS, SUPPLIERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AND/OR AGENTS (“USCA RELATED PARTIES”) BE LIABLE TO SERVICE PROVIDER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES RELATED TO LOST PROFITS, TOLL FRAUD, LOSS OF USE, AND LOSS OF DATA, OR FAILURE TO REALIZE SAVINGS OR BENEFITS) ARISING UNDER THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.
THE TOTAL AGGREGATE LIABILITY OF USCA RELATED PARTIES UNDER OR IN CONNECTION WITH THE AGREEMENT WILL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED AMOUNTS ACTUALLY PAID BY USCA TO SERVICE PROVIDER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECECING THE DATE OF THE CIRCUMSTANCES GIVING RISE TO THE CLAIM FOR DAMAGES.
USCA EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATED TO THE SERVICE PROVIDER WITH RESPECT TO ANY PRODUCT OR SERVICE OFFERED OR SOLD BY SERVICE PROVIDER, INCLUDING, BUT NOT LIMITED TO MAIL FORWARDING SERVICES; FURTHER, NOTHING HEREIN SHALL BE DEEMED TO BE AN APPROVAL, ENDORSEMENT OR RECOMMENDATION OF SERVICE PROVIDER OR ITS MAIL FORWARDING SERVICES BY USCA.
11.1. Force Majeure. To the extent permitted by law. In the event that either Party fails, in whole or in part, to fulfill its obligations under the Agreement, including payment of fees, as a consequence of a fire, flood, earthquake, or other similar act of God (each a "Force Majeure Event"), the failure to perform shall not be considered a breach of the Agreement during the period of the Force Majeure Event. In the case of any Force Majeure Event, the disabled Party shall (a) promptly and in writing advise the other Party if it is unable to perform due to a Force Majeure Event, the expected duration of the inability to perform, and any developments that appear likely to affect its ability to perform any of its obligations, in whole or in party and (a) use its best efforts to meet its obligations under the Agreement. If any Force Majeure Event continues in excess of seven (7) calendar days, the non-disabled Party may terminate the Agreement upon notice to the disabled Party.
11.2. Assignment. USCA may assign the Agreement to an Affiliate of USCA or to the surviving entity pursuant to a merger or consolidation, or in connection with the sale or transfer (including to an unaffiliated party) of all or substantially all of the transferring party’s stock or assets to which the Agreement relates, provided that each such assignee or successor agrees in writing to be bound by all terms and conditions of the Agreement. Service Provider shall not assign the Agreement nor any rights or obligations under the Agreement, in whole or in part, to any third party or its Affiliate without USCA’s prior express written consent and approval, which shall not be unreasonably withheld, conditioned, or delayed.
11.3. Relationship of the Parties. Service Provider and USCA are independent contractors under the Agreement, and nothing herein shall be construed to create a partnership, joint venture, franchise, employment or agency relationship between Service Provider and USCA. Neither Party has any authority to enter into agreements of any kind of behalf of the other Party.
11.4. Waiver. No delay or omission by either Party to exercise any right or power it has under the Agreement shall impair or be construed as a waiver of such right or power by either Party. A waiver by either Party of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant under the Agreement. All waivers must be in writing and signed by the Party waiving its rights.
11.5. Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law or unenforceable, then the remaining provisions of the Agreement will remain in full force and effect.
11.6. Modification. The Agreement may be modified only by a written instrument executed by both Parties that specifically refers to the Agreement and expressly recites the purpose of the modification.
11.7. Governing Law and Arbitration.
11.7.1 Any dispute arising out of or relating to the Agreement shall be decided by final and binding arbitration, before a single retired State or Federal Judge or Justice, or in instances of trademark, copyright, or patent disputes, a Federal Judge, in Los Angeles County, California. The dispute shall be governed by the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time arbitration is filed, unless the amount in controversy is under $500,000, and in which case, JAMS Streamlined Arbitration Rules and Procedures in effect at the time arbitration is filed shall apply, both of which are incorporated herein by reference. Commencement of an arbitration under the Agreement may be accomplished by service of the required “Demand for Arbitration Before JAMS” in accordance with the notice requirements of the Agreement.
11.7.2 In reaching a decision, the arbitrator shall have no authority to change, extend, modify or suspend any of the terms of the Agreement, and shall be required to follow applicable federal and state law. The arbitrator shall issue a written reasoned award, which may be entered as a judgment in any court of competent jurisdiction, and the parties, and each of them, irrevocably consent to personal jurisdiction in Los Angeles, California with respect to any disputes arising out of or related to the Agreement. The arbitrator shall have the authority to issue as part of his/her award a permanent injunction, but such authority shall not serve as a bar to any party seeking a preliminary injunction or other form of prejudgment remedy with a Court of competent jurisdiction if so allowed under applicable law. This transaction involves interstate commerce, and as such, the parties agree that the Federal Arbitration Act applies. To the extent of a conflict between the Federal Arbitration Act and the California Arbitration Act, the Federal Arbitration Act controls.
11.7.3 Unless otherwise required by applicable law, the Parties to the arbitration shall share equally the costs of arbitration (including arbitrator’s fees).
11.7.4 The Parties, each of which represent and warrant that they have been afforded the right to consult with an attorney of their choosing regarding the Agreement, understand that by agreeing to use arbitration they are each giving up any right that they may have to a judge or jury trial with regard to claims arising out of or related to the Agreement.
11.8. Notice. Unless otherwise specifically stated, all notices pursuant to the Agreement shall be in writing and shall be deemed to have been duly given to the other Party (a) on the day (i) delivered by a same day courier; or (ii) after being sent by an overnight delivery service, all fees prepaid; or (b) on the second day after being mailed by United States certified or registered mail, postage prepaid. All notices shall be sent by one Party to the other Party at the address set forth in the MSA.
11.9. Entire Agreement. The Agreement (a) constitutes the entire agreement between the Parties with respect to the subject matter hereof; (b) supersedes any previous oral or written arrangements or understandings relating thereto; and (c) is binding on and shall inure to the benefit of the Parties hereto and successors and assigns of Service Provider.
11.10. Counterparts. The Parties agree that (a) the Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument; (b) signatures on the Agreement communicated by facsimile or other similar electronic transmission or a digital signature provided through DocuSign (or some other similar service) shall be considered an original signature.
Last updated December 2, 2022