LICENSE AGREEMENT FOR AMBARELLA DEVELOPMENT SOFTWARE
This License Agreement for Ambarella Development Software (“Agreement”) is made and entered into as of the Effective Date by and between Ambarella International LP, an Ontario, Canada limited partnership having a place of business located at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“Ambarella”), and the entity you represent (“Licensee,” “you,” or “your”).  By downloading and subsequently using the Development Software, Licensee agrees to these terms.  As the individual acting on Licensee’s behalf to enter into this Agreement, you represent that: (1) you are acting as an agent of your employer, and (2) have the authority to agree to these terms on behalf of such employer.
BY DOWNLOADING AND SUBSEQUENTLY USING THE DEVELOPMENT SOFTWARE, YOU ACCEPT THESE TERMS.  IF YOU DO NOT ACCEPT THESE TERMS, DO NOT DOWNLOAD THE DEVELOPMENT SOFTWARE.
RECITALS
WHEREAS, Ambarella, among other things, develops, manufactures and sells video compression, image processing, and computer vision semiconductor devices (SoCs) and offers: (1) a software development kit containing software that can be used with Ambarella’s semiconductor devices and can be used for the development of software application programs to operate with Ambarella’s semiconductor devices, and (2) a conversion tools module that implements computer vision algorithms in open frameworks like pytorch, and (3) a Basic CVTOOLS module that translates computer vision models in standard frameworks such as Caffe, pytorch and Tensorflow to be compatible with Ambarella’s semiconductor devices.
WHEREAS, Licensee desires to license the Development Software (as defined below) from Ambarella, under the terms and conditions of this Agreement, for the development of computer vision algorithms to operate with Ambarella’s semiconductor devices, 
NOW, THEREFORE, in consideration of the mutual premises and of the performance of the mutual covenants herein, the parties agree as follows:
1.	DEFINITIONS
1.1	“Affiliate” means, in relation to an entity, any entity (i) Controlling, (ii) Controlled by, or (iii) under common Control with, such entity, but only for so long as such Control exists.  “Control,” for the purposes of the preceding definition, means the ownership of or right to control more than 50% of voting securities of such entity.
1.2	“Ambarella Chip(s)” means the semiconductor integrated circuits that are designed, developed, marketed and sold by or on behalf of Ambarella.
1.3	“Development Software” means: (a) Ambarella tools module that Licensee accesses via the Amazon Web Services, Inc., or (b) any updates or error corrections to the items in subpart (a) provided by Ambarella to Licensee or received by Licensee from a third party with Ambarella’s written permission.
1.4	“Documentation” means any electronic or hardcopy manuals or documentation provided by Ambarella to Licensee or received by Licensee from a third party with written permission from Ambarella in connection with the Development Software under this Agreement.
1.5	“Effective Date” means the date that you agree to the terms and conditions herein.
1.6	“Industry Standard(s)” shall mean technical or commercial standards adopted by organizations or consortia or generally recognized as an industry standard, including but not limited to MPEG, JPEG, M-JPEG, MP3, H.264/AVC, H.265/HEVC, AAC, AC3, Linux, 802.11 and 3G/4G wireless networking, FAT32 and exFAT formats, RTSP, I2S, PAL/NTSC, GMAC Ethernet, DDR/LP-DDR, SPI, USB, PCIe, HDMI, MIPI, I2C, SD (Secure Digital), HiSPi (High-Speed Serial Pixel Interface), UART (universal asynchronous receiver/transmitter), MP4, CAN bus (Controller Area Network), AVB (Audio Video Bridging), EXIF (Exchangeable image file format), ITU-R Recommendation BT.656, and ITU-R Recommendation BT.601 standards and their successor standards.
1.7	“Intellectual Property” means patents, certificates of invention, utility models, design rights, mask work rights, chip topographies and similar invention rights, copyrights, moral rights, database rights, trade secret rights and any other intangible property or proprietary rights recognized anywhere in the world under any local, state or national statute or treaty or common law right, including without limitation all applications and registrations with respect to any of the foregoing.
1.8	“Licensed Product” means an electronics device providing computer vision features, and that incorporates and interfaces to an Ambarella Chip. 
1.9	 “Object Code” means code generated by compiling Source Code into a machine-readable form that can be executed by a processor or linked with libraries to create executable code.
1.10	“Open Source Software Terms” means terms in any license for software which require, as a condition of use, modification or distribution of such software or other software incorporated into, incorporating, derived from, distributed or used in conjunction with such software (a “Work”), any of the following (i) the making available to any third party of Source Code, Object Code, or design information regarding the Work, (ii) the granting of permission to any third party for creating derivative works regarding the Work, or (iii) the granting of a license to any third party under Intellectual Property embodied in the Work.  By means of example and without limitation, the following licenses and distribution models have Open Source Software Terms: the GNU General Public License (GPL), the GNU Lesser or Library GPL (LGPL), the Mozilla Public License (MPL) or any similar open source, free software or community licenses.
1.11	“Source Code” means computer program statements and declarations (and related documentation and comments) written by a human programmer in a high-level or assembly language that are not directly executable by a computer and that may be printed out, displayed, reviewed or edited in a form understandable by humans.  
2.	LICENSE TO DEVELOPMENT SOFTWARE
2.1	General.    The Development Software is licensed to Licensee for use only as permitted by this Agreement.  Ambarella reserves all rights in the Development Software not expressly granted to Licensee.   The rights granted below are non-exclusive and limited in nature.  
2.2	Development License.  Subject to the terms and conditions of this Agreement, Ambarella grants Licensee a limited, non-exclusive, non-assignable (except as stated in Section 11.1) license, without the right to sublicense, under Ambarella’s Intellectual Property embodied in the Development Software, to:
2.2.1	run and execute the Development Software to convert Licensee’s computer vision algorithm into Ambarella’s proprietary format; and
2.2.2	with respect to any resulting algorithm converted into Ambarella’s proprietary format, use such algorithm to develop a Licensed Product and distribute such algorithm as embedded in the Licensed Product.
2.3	License Restrictions & Conditions.  Licensee agrees that Licensee shall not use or otherwise exploit the Development Software outside the scope of the express license granted under Section 2.2 (Development License) of this Agreement.  Moreover, Licensee’s use of the Development Software must, in all cases, be in accordance with the Documentation.  Neither the Development Software nor any modifications of the Development Software may be sold, sublicensed or otherwise provided to any third party by Licensee.  Licensee shall not review or analyze the Development Software or any part thereof for the purpose of determining the infringement, validity, or enforceability of any Licensee or third party Intellectual Property.  
2.4	No Reverse Engineering.  Notwithstanding the above, with respect to any Development Software, Licensee shall not (and shall not allow or facilitate any third party to): (a) alter, adapt, modify, translate, reverse engineer, decompile, or disassemble such Development Software in any way for any purpose, including without limitation error correction; or (b) attempt to: (i)  defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in such Development Software, including without limitation any such mechanism used to restrict or control the functionality of such Development Software, or (ii)  derive the Source Code or the underlying ideas, algorithms, structure or organization from such Development Software.  Moreover, Licensee shall not use, inspect or analyze the Development Software other than solely as necessary for the exercise of Licensee’s rights under this Agreement.
2.5	Open Source Restrictions.  Licensee’s rights under this Agreement are conditioned upon Licensee not acting in any manner that would cause the Development Software or any authorized derivative works thereof to be subject to Open Source Software Terms.  
2.6	Notices.  Licensee shall not remove any product identification, proprietary, copyright or other notices contained in the Development Software.  
2.7	Derivative Works.  Licensee shall not modify, amend, adapt or otherwise prepare any derivative works of the Development Software.
2.8	No Other Licenses.  Except as expressly set forth in this Agreement, no license or other right is granted by either party to the other, directly or by implication, estoppel or otherwise, and no such license or other right will arise from the consummation of this Agreement or from any acts, statements or dealings leading to such consummation.  Without limitation, Ambarella grants no license to any Ambarella Chip or any manufacturing technology hereunder.
3.	INTELLECTUAL PROPERTY
3.1	Ownership.  Ambarella or its licensors retain ownership of all Intellectual Property in and to Development Software, and Licensee shall not acquire any ownership rights in or to the Development Software.  Licensee shall notify Ambarella in writing of any derivative works of the Development Software prepared by Licensee, and assign to Ambarella all right, title, and interest in and to such derivative works. Licensee agrees to assist and cooperate in perfecting Ambarella’s ownership rights in such derivative works. Without limiting the foregoing, Licensee shall not file any application or registration for any Intellectual Property relating to the Development Software or any derivative works thereof.  Any works prepared by Licensee without use of the Development Software will be retained by Licensee.
3.2	No Obligation to Disclose Feedback.  Licensee has no obligation to disclose to Ambarella any feedback, suggestions, modifications, improvements, enhancements or derivative works of or relating to the Development Software or Documentation (“Feedback”).  Notwithstanding the foregoing, Licensee shall grant, and hereby does grant, to Ambarella and Ambarella’s Affiliates a non-exclusive, worldwide, non-terminable, royalty-free, transferable, sublicensable license to use, reproduce, prepare derivative works of, make, have made, import, offer for sale, sell, lease, distribute, publicly display, publicly perform, and otherwise exploit such Intellectual Property in or to any such Feedback in or with any Ambarella products or technology.   
3.3	No License or Sublicense Rights.  Except as expressly provided for in this Agreement, Licensee shall have no right to, and shall not attempt or purport to, grant any license or sublicense to (i) any technology or software provided by Ambarella to Licensee under this Agreement, including without limitation the Development Software, (ii) any derivative works of the Development Software prepared by Licensee pursuant to Licensee’s rights hereunder, and (iii) any Intellectual Property rights in or to any of the foregoing.  
3.4	Third Party Infringement.  Licensee shall give notice to Ambarella, promptly on becoming aware of the same, of any actual or suspected infringement of or challenge to the Intellectual Property rights of Ambarella licensed to Licensee under this Agreement.  Licensee shall, at the expense of Ambarella, perform all actions and render all assistance as may be reasonably requested by Ambarella in any proceedings related to any such actual or suspected infringement or challenge. 
4.	THIRD PARTY TECHNOLOGY 
4.1	The Development Software may include software that Ambarella has licensed from and is subject to the license terms of a third party (“Third Party Software”).  The terms and conditions governing Licensee’s use of such Third Party Software are set forth in the license agreement indicated in the Third Party Software or should be obtained from the respective third party.  Licensee understands that, in some instances, Licensee may need to directly obtain a license from the third party in order to use the Third Party Software.  Licensee’s use of the Third Party Software must comply with the terms of each applicable license agreement.
4.2	The Development Software may include third party software that is subject to Open Source Software Terms or is licensed under a similar license agreement (“Open Source Software”).  The terms and conditions governing Licensee’s rights and obligations with respect to the Open Source Software are set forth in the license agreement indicated in the Open Source Software and not in this Agreement.  Licensee understands and acknowledges that each Open Source Software license is a separate agreement between Licensee and the copyright holder of such Open Source Software and that Ambarella is not a party to any such Open Source Software license.  Licensee’s use of the Open Source Software must comply with the terms of each applicable Open Source Software license.  
4.3	Licensee acknowledges that it may need to obtain software from third parties to use or for use with the Development Software.  It is Licensee’s responsibility to obtain and pay for any such required software.
4.4	Licensee acknowledges that Licensed Products, as well as any products based on the Development Software, may require licenses from certain standards bodies and other third parties holding intellectual property rights essential to the published standards (including but not limited to the Industry Standards) implemented by the Development Software.  Licensee acknowledges that no license is granted hereunder to such third party technology, and that Licensee shall be responsible for procuring such license in connection with the use of such third party technology.
5.	SUPPORT
Ambarella has no obligation to provide support under this Agreement.  However, upon Licensee’s request, Ambarella may elect to provide limited support with respect to the Development Software, the nature and amount of which support shall be in Ambarella’s discretion.  To the extent provided, this support is offered to Licensee as a courtesy, and is accordingly contingent upon reasonable cooperation by Licensee and is provided “as is,” without warranty.
6.	CONFIDENTIAL INFORMATION
6.1	“Confidential Information” means, any business or technical information of Ambarella, including without limitation know-how, whether or not patentable or copyrightable, that is designated as confidential or proprietary at the time it is disclosed to Licensee.  The terms of this Agreement, the Development Software, Documentation and all Intellectual Property therein and thereto, and any information obtained, directly or indirectly, by Licensee through inspection, review or analysis of the Development Software or Documentation shall in any event be deemed to be the Confidential Information of Ambarella.
6.2	Exceptions.  Confidential Information does not include any information that the Licensee can demonstrate by written records: (a) was known to Licensee, without any confidentiality obligation, prior to its disclosure hereunder by Ambarella; (b) is independently developed by the Licensee without any use or reference of Confidential Information; (c) is or becomes publicly known through no wrongful act of the Licensee; (d) has been rightfully received without any confidentiality obligation from a third party whom the Licensee has reasonable grounds to believe is authorized to make public disclosure without restriction; or (e) has been approved for public release by Ambarella’s prior written authorization.  Licensee may disclose any Confidential Information to the extent required to be produced or otherwise disclosed pursuant to applicable law, regulation or order of a court or other government body, provided that Licensee provides prompt written notice of such requirement prior to any such disclosure and cooperates with Ambarella’s efforts to seek a protective order or to otherwise prevent or limit such disclosure.
6.3	Non-Disclosure and Non-Use.  Licensee will: (i) not use any Confidential Information of Ambarella except as permitted by this Agreement; (ii) not disclose any such Confidential Information to any person or entity other than its own employees who have a need to know and who have executed in advance of receiving such Confidential Information suitable nondisclosure and restricted use agreements that comport with the applicable provisions of this Agreement; and (iii) use all reasonable efforts to keep such Confidential Information strictly confidential, but in no event less efforts than are accepted in the industry for protecting each type of Confidential Information.  Licensee will use reasonable efforts to enforce such nondisclosure and restricted use agreements.  Licensee shall immediately notify Ambarella of any unauthorized use or disclosure of, any unauthorized access to, or any theft or loss of any Confidential Information of Ambarella which Licensee suspects or which comes to Licensee’s attention.  
7.	PAYMENT
All payments related to this Agreement are non-refundable, and Licensee shall make all payments in U.S. dollars and be responsible for all taxes, withholdings, duties and levies arising from the order (excluding taxes based on the net income of Ambarella).  Following receipt of all payments due, Ambarella will provide Licensee with access to the Development Software.
8.	TERM AND TERMINATION
8.1	Term.  Unless earlier terminated in accordance with the terms of this Agreement, this Agreement shall terminate on the third (3rd) anniversary of the Effective Date, unless extended by a written agreement by the parties prior to termination.
8.2	Termination for Convenience.  Either party shall have the right to terminate this Agreement for convenience by giving the other party at least thirty (30) days prior written notice.
8.3	Termination for Breach, Dissolution and Bankruptcy.  Either party may terminate this Agreement: (i) if the other party fails to cure any material breach, default or non-compliance of or with any term or condition hereof that is capable of cure within thirty (30) days of receiving notice of such breach, default or non-compliance, (ii) upon notice in the event of a material breach, default or non-compliance by the other party that is not capable of cure, (iii) if the other party ceases to do business, or otherwise terminates its business operations, or (iv) if the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement or comparable proceeding, or if any such proceeding is instituted against the other party and such proceeding is not dismissed within ninety (90) days.
8.4	Effect of Termination or Expiration.  Upon any termination of this Agreement, all licenses granted to Licensee herein will automatically cease as of the date of termination, and unless otherwise expressly agreed in a written agreement signed by Ambarella, Licensee shall promptly either return to Ambarella or, with Ambarella’s prior written consent, destroy to the satisfaction of Ambarella all Development Software, Documentation, Confidential Information, and copies thereof that are in Licensee’s possession or control.  
8.5	Survival of Certain Provisions.  The following Sections of this Agreement will survive any expiration or termination of this Agreement: Sections 2.3, 2.4, 2.5, 2.6, 2.7, 3 (Intellectual Property), 6 (Confidential Information), 8.4 (Effect of Termination or Expiration), 8.5 (Survival of Certain Provisions), 9 (Warranty Disclaimer), 10 (Limitation of Liability) and 11 (General Provisions).  
9.	WARRANTY DISCLAIMER
9.1	AMBARELLA MAKES NO WARRANTY OR REPRESENTATION AS TO THE DEVELOPMENT SOFTWARE, DOCUMENTATION, OR ANY OTHER MATERIALS PROVIDED BY AMBARELLA HEREUNDER, ALL OF WHICH ARE PROVIDED TO LICENSEE “AS IS” AND AMBARELLA DISCLAIMS ANY WARRANTY TO LICENSEE OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY WITH REGARD TO PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS.  
9.2	AMBARELLA MAKES NO WARRANTY OR REPRESENTATION THAT THE DEVELOPMENT SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR WORK IN COMBINATION WITH ANY HARDWARE OR APPLICATIONS SOFTWARE PROVIDED BY LICENSEE OR THIRD PARTIES, THAT THE OPERATION OF THE DEVELOPMENT SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS IN ANY DEVELOPMENT SOFTWARE WILL BE CORRECTED.
10.	LIMITATION OF LIABILITY
10.1	EXCEPT WITH RESPECT TO LICENSEE’S BREACH OF SECTION 2 (LICENSE TO DEVELOPMENT SOFTWARE), SECTION 3 (INTELLECTUAL PROPERTY) OR SECTION 6 (CONFIDENTIAL INFORMATION), OR FOR LIABILITY ARISING FROM FRAUD, BAD FAITH BREACH, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR GOODWILL, OR ANY SPECIAL, INDIRECT, INCIDENTAL, RELIANCE, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND WHETHER ARISING FROM CONTRACT, TORT, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY OF LIABILITY, ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT. 
10.2	 IN NO EVENT WILL AMBARELLA’S TOTAL AGGREGATE LIABILITY ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY LICENSEE TO AMBARELLA UNDER THIS AGREEMENT FOR THE LICENSE OF THE DEVELOPMENT SOFTWARE, IF ANY.  THE LIMITATIONS IN THIS SECTION 10 WILL APPLY EVEN IF AMBARELLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11.	GENERAL PROVISIONS
11.1	Assignment.  Neither all nor any part of Licensee’s rights or obligations under this Agreement are assignable or transferable by Licensee, whether directly or indirectly, by merger, acquisition, change of Control, operation of law or otherwise, without the prior written consent of Ambarella and any attempt to do so shall be void.  Ambarella has the right to freely assign all or part of its rights and obligations under this Agreement, including without limitation to any Affiliate of Ambarella.  Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
11.2	Severability.  If any paragraph or provision of this Agreement shall be found to be void or invalid as a matter of law, such paragraph or provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remaining paragraphs or provisions of this Agreement shall nevertheless remain in full force and effect.
11.3	Waiver.  No failure, relaxation, forbearance, delay or negligence by any party hereto in enforcing any of the terms and conditions of this Agreement, or the granting of time by any party to another, shall operate as a waiver or prejudice, affect or restrict the rights, powers or remedies of any party hereto.
11.4	Complete Agreement.  This Agreement and the Exhibits attached hereto represent the full and complete agreement and understanding of the parties with respect to the subject matter hereof, and supersede and replace all prior and contemporaneous understandings or agreements, whether oral, written or otherwise, regarding such subject matter.  Any amendment thereof must be in writing and executed by the parties hereto.  Each party acknowledges that it has not relied upon and, except in the case of fraud, shall have no remedy in respect of any draft agreement, warranty, promise, assurance, arrangement, representation or statement, whether or not in writing, relating to the subject matter of this Agreement made or given by any person at any time except as specifically set forth in this Agreement.  
11.5	Independent Contractors.  The parties to this Agreement are independent contractors.  There is no relationship of partnership, joint venture, employment, franchise or agency between the parties.  Neither party shall be liable for any debts, accounts, obligations or other liabilities of the other party.  Neither party is authorized to bind the other nor incur any debts or other obligations of any kind on the part of or as agent for the other except as may be specifically authorized in writing.
11.6	No Third Party Beneficiaries.  Unless otherwise expressly provided in this Agreement, no provisions of this Agreement are intended to or shall be construed to confer upon any person or entity other than Licensee and Ambarella any rights, remedies or other benefits under or by reason of this Agreement.
11.7	Governing Law, Jurisdiction & Venue.  All questions of law, rights and remedies regarding any act, event or occurrence undertaken in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to or application of choice of law rules or principles, and of the United States. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.  The parties agree that all actions, proceedings, disputes and claims concerning the interpretation or the performance of this Agreement, including without limitation questions involving its existence, validity and duration shall be resolved by courts in Santa Clara County, California, and the parties consent to the exclusive jurisdiction and venue of such courts.
11.8	Compliance with Laws.  Licensee agrees to comply with, and to cooperate for the other party to comply with, all applicable export and reexport control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce.  Licensee covenants that it shall not, directly or indirectly, sell, export, reexport, transfer, divert, or otherwise dispose of the Development Software, Documentation, or any other software, source code, or technology received from the other party under this Agreement (and any derivatives of the foregoing) to any country (or any individual national thereof) subject to antiterrorism controls or U.S. embargo, or to any other person, entity, or destination prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.  Licensee agrees to comply with all applicable laws and regulations in respect of the development and sale of the Licensed Products and in the exercise and performance of its rights and obligations under this Agreement.
11.9	Remedies Cumulative.  Except as expressly provided herein, all rights and remedies enumerated in this Agreement will be cumulative and none will exclude any other right or remedy permitted herein or by law or in equity.
11.10	Equitable Relief.  Licensee agrees that Licensee's breach of Section 2, 3 or 6 would cause Ambarella irreparable harm.  Accordingly, without limiting its other remedies, Ambarella shall have the right to obtain equitable relief for Licensee's breach of such sections without the requirement of establishing irreparable harm or posting of a bond.
11.11	Force Majeure.  No party shall be responsible or liable to another party for nonperformance or delay in performance of any terms or conditions of this Agreement due to acts or occurrences beyond the reasonable control of the nonperforming or delayed party, including but not limited to, acts of God, acts of government, wars, riots, strikes or other labor disputes, fires and floods, provided the nonperforming or delayed party provides to the other party written notice of the existence and the reason for such nonperformance or delay.
11.12	Headings.  The headings contained in this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
11.13	Language.  This Agreement is in the English language and any versions of this Agreement in any other language shall not be binding on the parties.  All communications and notices to be made or given pursuant to this Agreement shall be in the English language. 
11.14	Multiple Counterparts; Electronic Signatures.  This Agreement may be executed in multiple counterparts, each of which will be considered an original and all of which together will constitute one agreement.  This Agreement may be executed by the attachment of signature pages which have been previously executed. The parties agree that this Agreement may be electronically signed.  The parties agree that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
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