Master Services Agreement

“Services” means the finance operations, advisory, tax compliance, and other professional services described in the applicable Order Form and any additional services mutually agreed upon in writing. Specific terms applicable to certain Services are set forth in Service-Specific Terms documents (such as the Finance Operations Service Terms, Advisory Service Terms, and Tax Compliance Service Terms), which are incorporated by reference when the applicable Order Form references them.

“Order Form” means the written order form executed by you and us that specifies the Services, fees, term, and other commercial details of our engagement. Multiple Order Forms may be executed, and each will be governed by this Agreement.

“Agreement” means this Master Services Agreement, each applicable Order Form, any Service-Specific Terms documents referenced on the Order Form, and any exhibits, schedules, or addenda attached to or incorporated by reference into any of the foregoing.

You understand and agree that Laya Group LLC is not a certified public accounting firm and does not provide services that would require a license to practice public accounting. Laya is not a member of the American Institute of Certified Public Accountants (AICPA) and is not governed by any AICPA rules. The Services do not include, and you will not rely on them for:

1. audit, attest, examination, verification, investigation, certification, presentation, or review of financial transactions or accounting records;
2. independent advice relating to accounting procedure or to the recording, presentation, or certification of financial information or data within the meaning of applicable public accountancy laws;
3. preparation or certification of reports on audits or examinations of books or records of account, balance sheets, and other financial, accounting, and related schedules, exhibits, statements, or reports that are to be used for publication, for the purpose of obtaining credit, for filing with a court of law or with any governmental agency, or for any other purpose requiring a licensed public accountant;
4. legal or regulatory advice regarding any of your business practices, including with respect to their appropriateness or legality; or
5. unless otherwise expressly included on an Order Form, tax advice or tax return preparation (you may subscribe for tax compliance Services, which are provided through a designated Service Provider and governed by the Tax Compliance Service Terms).

You should seek the services of a duly licensed professional in connection with any of the foregoing. In compliance with applicable law and accounting standards regarding auditor independence, we cannot (and do not) make any representation or warranty whether any financial records are compliant with GAAP, IFRS, or any other accounting standards or rules.

We provide the Services at the request of, and under the direction of, your management. Your management is responsible for all management decisions and performing all management functions, including:

1. setting policies or accepting policy recommendations;
2. evaluating the reasonableness of underlying assumptions and the adequacy and results of the Services; and
3. implementation of any findings or recommendations resulting from the Services.

We may act upon, and will not have liability for acting upon, instructions in any form (e.g., electronic, written, oral) so long as we reasonably believe that the instructions were actually given by you or on your behalf. You are responsible for the legality of your instructions to us. We are not obligated to identify or offer additional Services.

We prepare deliverables resulting from the Services for use by your management. In preparing deliverables, you agree that we (a) do not have an obligation to independently verify the accuracy or completeness of any facts provided by you or any third party, and (b) do not undertake to update deliverables if any facts change, unless the Order Form expressly states otherwise. If you elect to present any deliverable to any third party, such presentation must be made solely by you and not by or on behalf of us, and you agree to remove any references to us from the deliverable and/or from the presentation.

Our provision of the Services requires that you provide us access to corporate, financial, and related information, information technology systems or services, and/or input from you. You agree to timely provide all such information, access, and input and reasonably cooperate with us in our provision of the Services. You agree to provide good faith assumptions and accurate and complete representations, information, and data, and you agree that we may assume you have done so without further investigation or verification. You agree that late or insufficient information, access, or input from you may cause delay in the performance of the Services, inability to provide the Services, or increase in the amount of our fees.

If our performance of the Services is prevented or delayed by any act or omission by you or your agents, vendors, consultants, or employees, we will not be in breach of our obligations or otherwise liable for any related costs, charges, or losses incurred by you.

Laya may perform any or all of its obligations under this Agreement through Service Providers, subcontractors, and other third-party personnel, some of which may be located outside of the United States (each, a “Service Provider”). In such event, Laya will remain liable to you for any nonperformance of the Agreement caused by an act or omission of the applicable Service Provider.

Laya will maintain written agreements with all Service Providers requiring confidentiality and data security obligations substantially similar to those contained in this Agreement. Laya requires that Service Providers maintain appropriate administrative, technical, and physical safeguards to protect Client Data.

The designated Service Provider for tax compliance Services, if applicable, is identified on your Order Form and is further described in the Tax Compliance Service Terms.

Laya delivers Services using qualified accounting and finance professionals, some of whom are located outside of the United States. These professionals may assist in performing bookkeeping, reconciliation, monthly close, financial reporting, advisory analysis, and other tasks in connection with the Services you subscribe to.

You hereby consent to the following disclosures and uses of your financial and business information, transaction records, entity and ownership information, and any other information provided to Laya or generated by Laya in performing the Services (collectively, “Client Information”):

1. Laya disclosing Client Information to its Service Providers, subcontractors, and personnel, including those located outside of the United States, to perform the Services;
2. Laya's Service Providers, subcontractors, and personnel (including those outside the United States) using Client Information to perform the Services;
3. Laya using Client Information in aggregated, de-identified form for benchmarking, product improvement, and service development; and
4. Disclosure of Client Information in response to lawful subpoenas, court orders, and government investigations, subject to notice to you of the same to the extent permitted by law.

Laya requires all personnel and Service Providers who handle Client Information — regardless of location — to comply with confidentiality and data security obligations substantially similar to those in this Agreement.

Voluntary consent. You are not required to consent to the disclosures described in this Section 1.6. However, if you do not consent, Laya may be unable to provide certain Services. If you wish to limit or revoke your consent, you must notify Laya in writing. Limiting or revoking consent may result in modification or termination of affected Services.

Limiting disclosures. Contact your Laya account manager if you wish to limit the scope of disclosures described in this Section.

Laya uses artificial intelligence, machine learning, and other automated tools in the delivery of Services, including but not limited to transaction categorization, reconciliation, anomaly detection, and document processing. Human professionals review, validate, and are accountable for all deliverables produced using such tools. Laya does not guarantee that automated processes are error-free, and you agree that human review of deliverables by your management remains your responsibility as described in Section 1.3.

You understand that we may modify, change, and/or improve our Services from time to time. We may add or remove functionality or features, and we may suspend or stop part of the Services altogether. Similarly, because some of our Services are provided by our personnel, we reserve the right to determine from time to time, in our sole discretion, the personnel assigned to provide the Services to you.

You will only use the Services in accordance with the Acceptable Use Policy, which is incorporated in this Agreement by reference. We may suspend or terminate provision of the Services, in whole or in part, where it is reasonable to believe that any of our Services are being used in a manner that breaches the Agreement (including the Acceptable Use Policy) or creates risk of personal injury, property damage, or legal liability for us, you, or any third party, or may cause us to lose the services of one of our Service Providers.

To facilitate the provision of the Services, Laya may provide your designated users (each, a “User”) with access to and use of website(s), dashboards, cloud software services, software tools, automated forms, and other technologies developed by or for Laya (collectively, the “Platform”). You are responsible for:

1. the confidentiality of User access credentials that are in your possession or control;
2. setting up appropriate internal roles, permissions, policies, and procedures for the safe and secure use of the Platform;
3. your Users' use of the Platform; and
4. your Users' compliance with the Agreement, including the Acceptable Use Policy, and applicable laws.

You must notify Laya promptly if you become aware, or reasonably suspect, that your account's security has been compromised.

To efficiently provide the Services, we use certain internal technologies and tools, such as integrations with Third-Party Services, software rules, checklists, and other technologies (collectively, “Internal Software”). You agree to reasonably cooperate with us to enable the use of Internal Software in the provision of the Services and to refrain from interfering with the operation of Internal Software. If you obtain new, or make changes to, information technology systems or services that contain relevant data for the Services, you agree to notify us promptly and reasonably cooperate with us to facilitate the efficient use of Internal Software.

“Client Data” means all data, information, content, records, and materials that you provide to us or that we collect, receive, or generate in connection with the provision of Services, including financial records, transaction data, and personal information of your authorized users, employees, vendors, and customers.

Laya will use Client Data as described in this Agreement and in the Laya Privacy Policy, as updated from time to time. By using the Services, you expressly consent to such use, including:

1. use of Client Data in Third-Party Services required for the provision of Services;
2. sharing of Client Data across various Services for which you subscribe (e.g., bookkeeping data for tax preparation services); and
3. use of Client Data in aggregated, de-identified form for benchmarking studies and product improvement, which will not contain any identifying information that can be attributed to you or any of your Users, customers, vendors, employees, or representatives.

Subject to the limited rights expressly granted in this Agreement, you retain all rights, title, and interest, including all intellectual property rights, in and to Client Data. You grant us and our Service Providers a limited license to use Client Data to provide, protect, and improve the Services and to perform our rights and obligations under this Agreement.

Subject to the limited rights expressly granted in this Agreement, Laya owns all rights, title, and interest, including all intellectual property rights, in and to the Platform and Internal Software. Laya grants your Users a non-exclusive license to use the Platform for the purpose of facilitating the provision of Services during the term of the Agreement. All rights not expressly granted in this Agreement are reserved.

Each party represents and warrants to the other that it has the authority, including any and all necessary consents, to grant the licenses above.

The Platform and/or Internal Software may transfer data from or to, or integrate with, third-party products, services, or platforms (each, a “Third-Party Service”), such as your payroll software provider, banking institutions, or expense management tools. We do not endorse or make any representation, warranty, or promise regarding, and do not assume any responsibility for, any Third-Party Service, regardless of whether it is described as “required,” “recommended,” or the like, and regardless of whether the Third-Party Service is included in your Order Form.

You agree to:

1. maintain all subscriptions to Third-Party Services that are required for the provision of the Services or the operation of Internal Software;
2. abide by the terms of your agreements for any Third-Party Services and indemnify us and hold us harmless from any claim related to a breach by you of any such agreement;
3. set up appropriate internal roles, permissions, policies, and procedures for the safe and secure use of Third-Party Services; and
4. if we agree to procure Third-Party Services for you (for example, QuickBooks Online), reimburse us for such costs.

We have no obligation to provide support for Third-Party Services. The initial or continuing interoperability of the Services, Platform, and Internal Software with any Third-Party Service is not guaranteed.

If you provide login credentials (for example, an account name or number, password, or answers to security questions) (collectively, “Login Credentials”), you:

1. give us permission and a limited power of attorney to use them to log in to, or create an integration with, these other third-party websites and services and to access, transfer, reformat, and manipulate your account on your behalf in performance of the Agreement; and
2. represent that you have the authority to give us this permission.

You consent to our use of Login Credentials to provide the Services and perform rights and obligations under the Agreement. We will maintain Login Credentials in encrypted form and will only use them pursuant to the Agreement or as otherwise directed by you.

Laya requires that all facilities used to store Client Data or Login Credentials adhere to reasonable security standards. As part of providing the Services, we may transfer, store, and process Client Data within the United States. By using the Services, you consent to this transfer, processing, and storage of Client Data. Where Services involve Service Providers located outside of the United States, additional consents are addressed in Section 1.6 and in the applicable Service-Specific Terms (e.g., Tax Compliance Service Terms).

If you provide us with feedback, ideas, requests, recommendations, or suggestions about the Platform or Internal Software (“Feedback”), then we may use that information without obligation to you, and you grant us a non-exclusive, worldwide, perpetual, irrevocable license to use, reproduce, incorporate, disclose, and sublicense the Feedback for any purpose.

“Confidential Information” means information of one party (or its affiliates) disclosed to the other party (“Recipient”) pursuant to the Agreement that is marked as confidential or would normally be considered confidential information under the circumstances. Client Data and Login Credentials are your Confidential Information. Our pricing, business strategies, proprietary methodologies, and Internal Software are our Confidential Information.

Confidential Information does not include information that:

1. is known to the Recipient without a confidentiality obligation prior to its disclosure;
2. is independently developed by the Recipient without use of the other party's Confidential Information;
3. is rightfully shared with the Recipient by a third party without confidentiality obligations; or
4. was or becomes publicly known through no fault of the Recipient.

Subject to Sections 3.3 and 3.5, the Recipient will:

1. use the other party's Confidential Information only to exercise rights and fulfill obligations under the Agreement; and
2. use reasonable care to protect against unauthorized disclosure of the other party's Confidential Information to any parties other than the Recipient's employees, agents, and Service Providers who need to know it and who have a legal obligation to keep it confidential (collectively, “Delegates”).

The Recipient agrees to ensure that its Delegates are subject to the same or substantially similar non-disclosure and non-use obligations.

Regardless of any other provision in the Agreement, the Recipient or its affiliates may disclose the other party's Confidential Information:

1. in accordance with a legal process, court order, or governmental regulation (“Legal Process”), subject to Section 3.4;
2. with the other party's written consent; or
3. in connection with performing its obligations and/or enforcing its rights under the Agreement.

The Recipient will use commercially reasonable efforts to notify the other party before disclosing that party's Confidential Information in accordance with Legal Process. Notice is not required before disclosure if the Recipient is legally prohibited from giving notice.

If (a) you request that we produce documents or personnel as witnesses, or (b) we are required by law or Legal Process in a proceeding or investigation to which we are not a named party to produce documents or personnel or otherwise make information relating to the Services available to a third party, you agree to reimburse us for our professional time, at our then-current standard hourly rates, and expenses, including reasonable attorneys' fees and expenses, incurred in producing documents or personnel or providing information pursuant to such requests or requirements.

The parties agree that a breach of the Recipient's confidentiality obligations in this Section 3 may cause irreparable damage, which money cannot satisfactorily remedy, and therefore the other party may seek injunctive relief for any threatened or actual breach of this Section 3 without the need to prove damages or post a bond or other surety.

The Services operate over the internet via networks only part of which are within our control. Our obligations in Section 3.2 apply only to networks and equipment within our control, and we are not responsible for any delay, loss, interception, or alteration of Client Data or other Confidential Information on a network or infrastructure outside of our control.

We base our subscription fees for Services on certain facts about your business. You agree to provide us with complete and accurate information so we can determine the applicable subscription. If the information is not complete or accurate, materially changes, or you request an expanded or different scope of Services, we may propose a subscription that corresponds to the revised information or your request and reserve the right to terminate the affected Services or the Agreement without liability if we are unable to reach agreement with you on the revised subscription.

Subscription fees (including fees for hourly Services subscribed for on a prepaid basis) are prepaid before or at the start of the subscription period and cannot be carried over to future subscription periods.

As-incurred hourly Services, and all other Services that are not included in your subscription or quoted as a fixed fee, will be billed at our then-current standard hourly rate for the respective Service, as we may update from time to time.

From time to time, we may update our prices for the Services, or, as our Services evolve, we may change the scope of, or subscription model for, certain Services. If we increase your subscription fees and/or materially change the scope of your Services, we will provide you with at least thirty (30) days' advance written notice prior to the start of any new Order Form term. If you do not agree to the updated fees or scope, you may decline to execute a new Order Form or terminate the affected Services by providing written notice before the new term begins.

All fees are exclusive of taxes, which you are responsible for, if applicable. You hereby authorize Laya Group LLC or its payment processor to initiate entries to your business bank checking or credit card account on file in order to pay amounts that you owe to us, and, if necessary, to initiate adjustments for any transactions credited or debited in error.

You represent that you have authority to bind the organization that owns the payment account and to authorize these transactions. You represent that the account you are authorizing for payment is an account that is not primarily used for personal, familial, or household purposes.

This payment authorization will remain in effect until you notify us in writing to cancel it in such time as to afford us and the bank or payment processor reasonable opportunity to act on it.

We may immediately suspend provision of the Services if your account is past due with respect to the payment of fees for any services or any other amounts owed by you to us. In the case of nonpayment of any amount due and owed under the Agreement, in addition to such unpaid amounts you will reimburse us for all costs and fees incurred to collect the unpaid amounts, including reasonable attorneys' fees.

If we terminate the Agreement or any Services without cause, you will be entitled to a prorated refund of prepaid fees for the period following the effective date of termination. Except as expressly set forth in this Agreement, all payments are non-refundable and non-creditable.

Standard subscription pricing is based on typical usage patterns for the applicable Service tier. If your usage of the Services materially exceeds typical patterns for your subscription tier — including but not limited to transaction volume, number of connected accounts, number of entities, or complexity of reconciliation — we may notify you and propose adjusted pricing in accordance with Section 4.1. We will provide at least thirty (30) days' notice before any adjusted pricing takes effect.

Email and chat support is included with your subscription for questions and requests related to your subscribed Services. We reserve the right to establish reasonable usage guidelines for support to ensure availability for all clients. Support does not include services that are outside the scope of your subscription as defined in the applicable Service-Specific Terms.

The term of this Agreement commences on the Effective Date of the first Order Form and continues until all Order Forms have expired or been terminated. Each Order Form will specify its own initial term and renewal provisions.

Either party may terminate this Agreement or any Order Form upon written notice if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

You retain the right to terminate any Order Form upon written notice to us at any time, subject to the following: (a) you will remain liable for all fees accrued through the effective date of termination; (b) prepaid fees for unelapsed months will not be refunded unless otherwise specified in the Order Form; and (c) termination of an Order Form does not terminate this Agreement unless all Order Forms have been terminated.

We retain the right to terminate any Order Form upon sixty (60) days' written notice to you. If we terminate an Order Form for convenience, you will be entitled to a prorated refund of prepaid fees for the period following the effective date of termination.

Upon termination or expiration of the Agreement:

1. we will cease providing the Services;
2. we will provide commercially reasonable cooperation to facilitate your transition to another service provider, including providing access to your data for a period of thirty (30) days following termination;
3. you must export any data you need from the Platform within thirty (30) days of termination, after which we may delete your data from our systems (subject to legal retention requirements);
4. all provisions of this Agreement that by their nature should survive termination will survive, including Sections 2.4 (Intellectual Property), 3 (Confidentiality), 4 (Fees — to the extent of accrued obligations), 6 (Limitation of Liability), and 7 (Dispute Resolution).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LAYA'S (INCLUDING ITS AFFILIATES' AND SERVICE PROVIDERS') CUMULATIVE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING IN ANY MANNER TO THIS AGREEMENT OR THE SERVICES SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID BY CLIENT TO LAYA UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LAYA (INCLUDING ITS AFFILIATES AND SERVICE PROVIDERS) BE LIABLE FOR ANY OF THE FOLLOWING, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LAYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES:

1. INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES;
2. DAMAGES RELATING TO LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS;
3. COST OF PROCUREMENT OF SUBSTITUTE SERVICES; OR
4. DAMAGES ARISING FROM OR RELATED TO ANY THIRD-PARTY CLAIMS AGAINST CLIENT.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, PLATFORM, AND INTERNAL SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” LAYA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LAYA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. LAYA MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY OR COMPLETENESS OF ANY DATA PROCESSED OR DELIVERABLES PREPARED USING AUTOMATED OR AI-ASSISTED TOOLS.

You agree to indemnify, defend, and hold harmless Laya and its officers, directors, employees, agents, Service Providers, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

1. your breach of this Agreement;
2. your use of the Services in violation of applicable law;
3. the inaccuracy or incompleteness of any information or data provided by you;
4. any third-party claim arising from your use of the Services or the deliverables prepared by us; or
5. your violation of any third party's rights.

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator. The seat of arbitration shall be New York, New York. The language of the arbitration shall be English.

The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with the arbitration, unless the arbitrator determines that the claims were frivolous, in which case the arbitrator may award reasonable attorneys' fees to the prevailing party.

CLASS ACTION WAIVER: YOU AND LAYA AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

30-DAY OPT-OUT: You may opt out of this arbitration provision by sending written notice to Laya within thirty (30) days of the Effective Date of your first Order Form. The opt-out notice must be sent to: Laya Group LLC, Attn: Legal, or by email to legal@withlaya.com. If you opt out, disputes will be resolved in the courts specified in Section 7.2.

This Agreement and all claims arising out of or relating to the relationship between the parties shall be governed by the laws of the State of New York, without regard to its conflict of laws principles. To the extent that litigation is permitted (including where a party has opted out of arbitration pursuant to Section 7.1), each party consents to the exclusive jurisdiction and venue of the state and federal courts located in the Borough of Manhattan, New York, New York.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

The Agreement (consisting of this Master Services Agreement, each applicable Order Form, any Service-Specific Terms documents incorporated by reference, and any other exhibits, schedules, or addenda) constitutes the entire agreement between you and us with respect to its subject matter, and supersedes any and all prior agreements, discussions, negotiations, and offers, whether oral or written.

If one or more of the provisions contained in this Agreement is held invalid, illegal, or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.

You may not assign this Agreement, or your rights or obligations under it, in whole or in part, without our prior written consent. We may freely assign this Agreement, or our rights or obligations under it, in whole or in part, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent that such delay or failure is caused by events beyond the party's reasonable control, including natural disasters, pandemics, acts of government, internet or utility failures, or labor disputes.

All notices under this Agreement must be in writing and will be deemed given when: (a) delivered personally; (b) sent by confirmed email; or (c) sent by nationally recognized overnight courier, in each case to the addresses specified in the Order Form. Either party may change its notice address by providing written notice to the other party.

The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party's right to enforce that provision or any other provision in the future.

The relationship between the parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, agency, or fiduciary relationship between the parties. Our personnel are not your employees, officers, agents, or fiduciaries.

This Agreement may not be amended except by a written instrument signed by both parties, provided that Laya may update these terms from time to time by posting updated terms at the URL referenced in the Order Form. Material changes will be communicated to you in advance, and your continued use of the Services following such notice constitutes acceptance of the updated terms.

Order Forms may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.