Order Form - Enterprise SaaS (Connecticut)

ORDER FORM — ENTERPRISE SAAS

State of Connecticut

This Order Form ("Order") is entered into as of the Effective Date below and incorporates by reference the Master SaaS Agreement identified in Section 19 (the "Master Agreement"). Capitalized terms used but not defined herein have the meanings set forth in the Master Agreement.

1. DEFINITIONS

For purposes of this Order, the following terms shall have the meanings ascribed below. To the extent a term is defined both in the Master Agreement and in this Order, the definition in this Order shall control with respect to the subject matter of this Order.

"Authorized Users" means the individual employees, contractors, and agents of Customer who are authorized by Customer to access and use the Services under the credentials assigned pursuant to this Order, subject to the user limits specified in Section 5.

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Order that is designated as confidential or that, given the nature of the information or circumstances of disclosure, ought reasonably to be treated as confidential, including all pricing, commercial terms, and technical specifications set forth herein. Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is independently developed without reference to the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction.

"Customer Data" means all electronic data, content, records, files, and information submitted to, uploaded to, stored within, processed by, or generated through Customer's use of the Services, excluding Provider IP.

"Documentation" means the user manuals, online help files, release notes, training materials, and technical specifications for the Services made generally available by Provider to its customers.

"Force Majeure Event" means any event beyond a party's reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government actions, embargoes, sanctions, labor disputes (other than those involving the affected party's own employees), power or telecommunications failures, cyberattacks by third parties (provided that the affected party maintained commercially reasonable security measures), and failures of third-party hosting or cloud infrastructure providers.

"Personal Data" has the meaning set forth in the Connecticut Data Privacy Act, Conn. Gen. Stat. § 42-515(17), and means any information that is linked or reasonably linkable to an identified or identifiable individual, excluding de-identified data and publicly available information.

"Provider IP" means the Services, software, platform, APIs, tools, algorithms, models, methodologies, Documentation, and all underlying technology, including all improvements, modifications, enhancements, and derivative works thereof, together with all intellectual property rights therein.

"Services" means the cloud-based software-as-a-service application(s) identified in Section 5, including all updates, upgrades, and patches made generally available by Provider during the Subscription Term at no additional charge.

"SLA" means the Service Level Agreement referenced in Section 7, as may be attached to or incorporated by reference into the Master Agreement.

2. PARTIES

Provider

Customer

3. TERM

Connecticut Practice Note: Under Conn. Gen. Stat. § 52-576, the statute of limitations for breach of a written contract in Connecticut is six (6) years from the date the cause of action accrues. Parties should structure Term, renewal, and termination provisions with this limitation period in mind and ensure that post-termination obligations (data return, survival clauses) align accordingly.

4. SERVICES AND ENTITLEMENTS

Usage Limits:

Modules, Add-Ons, and Integrations:

Implementation and Onboarding:

5. FEES AND PAYMENT

5.1 Subscription Fees

5.2 Billing and Payment

5.3 Usage / Overage Fees

Provider shall notify Customer in writing when usage reaches [____]% of the included allocation. Overage charges shall be invoiced in arrears. Customer shall not be liable for overage charges unless Provider has provided the utilization notification required by this Section.

5.4 One-Time Fees

5.5 Renewal Pricing

5.6 Taxes — Connecticut-Specific

All fees stated in this Order are exclusive of applicable taxes. Customer shall be responsible for all sales, use, and similar taxes arising from this Order, excluding taxes based on Provider's net income, property, or employees.

Connecticut Tax Note: Cloud-based SaaS is classified as a "computer and data processing service" under Connecticut law. Pursuant to Conn. Gen. Stat. § 12-407(a)(37)(A) and DRS Special Notice 2019(8), SaaS sold to a business for use by that business (B2B) is subject to Connecticut sales and use tax at a reduced rate of 1%. Consumer-facing SaaS (B2C) and certain "digital goods" (as defined in Conn. Gen. Stat. § 12-407(a)(37)(A)) are taxed at the standard rate of 6.35%. Provider shall separately itemize all applicable Connecticut sales tax on each invoice. If Customer claims an exemption, Customer shall furnish a valid Connecticut resale certificate (Form CERT-100), exemption certificate (Form CERT-119), or other documentation acceptable to the Connecticut Department of Revenue Services prior to the first invoice.

6. SERVICE LEVELS AND SUPPORT

6.1 SLA and Uptime

6.2 Service Credits

Service credits shall be applied against the next invoice following Customer's written request submitted within [____] days of the end of the affected month. Service credits are Customer's sole and exclusive remedy for failure to meet the uptime commitment, except where downtime constitutes a material breach entitling Customer to terminate under Section 3.

6.3 Scheduled Maintenance

Scheduled maintenance windows: [________________________________] (e.g., Sundays 2:00 AM–6:00 AM ET). Provider shall provide at least [____] hours' advance notice for scheduled maintenance. Emergency maintenance may be performed upon reasonable notice.

6.4 Support

6.5 Response and Resolution Times

6.6 Escalation

Escalation contacts and procedures are set forth in Attachment [____] to the Master Agreement. In the event of a Sev 1 incident, Provider shall escalate to its VP of Engineering (or equivalent) within [____] hours and provide Customer with status updates at least every [____] hours until resolution.

7. SECURITY AND DATA PROTECTION

7.1 General Security Obligations

7.2 Data Classification

Sensitive Data: ☐ No sensitive data categories permitted unless expressly approved in writing. ☐ The following sensitive data categories are approved: [________________________________]

7.3 Data Return and Deletion

Upon expiration or termination of this Order, Provider shall: (a) make Customer Data available for export in a commercially standard, machine-readable format for a period of [____] days following the effective date of termination; and (b) thereafter delete or destroy all Customer Data in its possession or control, including backups, within [____] days, and certify such deletion in writing upon Customer's request. Provider may retain Customer Data only to the extent required by applicable law, and such retained data shall remain subject to the confidentiality obligations of this Order and the Master Agreement.

7.4 Sub-Processor Management

If Customer reasonably objects to a new sub-processor, the parties shall negotiate in good faith to resolve the objection. If the parties cannot reach resolution within [____] days, Customer may terminate the affected Services upon [____] days' written notice without payment of early termination fees.

7.5 Connecticut Data Privacy Act (CTDPA) Compliance

Applicability (Conn. Gen. Stat. § 42-515 et seq., as amended): The CTDPA applies to persons that conduct business in Connecticut or produce products or services targeted to Connecticut residents and that during the preceding calendar year either: (a) controlled or processed the personal data of not fewer than 100,000 consumers (35,000 consumers effective July 1, 2026, per SB 1295 (2025)); or (b) controlled or processed the personal data of not fewer than 25,000 consumers and derived more than 25% of gross revenue from the sale of personal data. Where Provider processes Personal Data as a "Processor" on behalf of Customer acting as a "Controller" (as defined under the CTDPA), the following obligations apply:

☐ Data Processing Agreement. The parties shall execute a data processing agreement governing Provider's processing of Personal Data on behalf of Customer, which shall include: (i) clear instructions for processing; (ii) the nature and purpose of processing; (iii) the type of data subject to processing; (iv) the duration of processing; and (v) the rights and obligations of both parties, in accordance with Conn. Gen. Stat. § 42-520(a).

☐ Consumer Rights Support. Provider shall reasonably assist Customer in fulfilling consumer rights requests under Conn. Gen. Stat. § 42-517, including rights to access, correct, delete, obtain a copy of personal data, and opt out of the sale of personal data, targeted advertising, and profiling.

☐ Universal Opt-Out Mechanism. Effective January 1, 2025, Provider shall enable Customer to honor universal opt-out preference signals (e.g., Global Privacy Control) from Connecticut consumers, in accordance with Conn. Gen. Stat. § 42-520(b)(6).

☐ Data Protection Assessments. Provider shall cooperate with Customer in conducting data protection assessments for processing activities that present a heightened risk of harm, including targeted advertising, sale of personal data, profiling, and processing of sensitive data, as required by Conn. Gen. Stat. § 42-521.

☐ Sensitive Data. Provider shall not process sensitive data (as defined in Conn. Gen. Stat. § 42-515(24), as amended to include disability or treatment information, neural data, status as nonbinary or transgender, financial account numbers, and government-issued identification numbers) except with express Controller instructions and, where required, consumer consent.

☐ Sub-Processor Compliance. Provider shall enter into written agreements with each sub-processor requiring the sub-processor to meet the obligations imposed on Provider under the CTDPA, per Conn. Gen. Stat. § 42-520(a)(4).

☐ Enforcement and Cure. The Connecticut Attorney General has exclusive enforcement authority over the CTDPA (Conn. Gen. Stat. § 42-525). Effective January 1, 2025, the mandatory 60-day cure period expired; the Attorney General retains discretion to offer a cure opportunity based on the number of violations, business size and complexity, and whether the violation appears willful. Each party shall promptly notify the other upon receipt of any CTDPA-related inquiry, investigation, or enforcement action by the Connecticut Attorney General.

7.6 Connecticut Data Breach Notification (Conn. Gen. Stat. § 36a-701b)

In the event of a breach of security involving Personal Data of Connecticut residents, Provider shall notify Customer without unreasonable delay and no later than sixty (60) days from discovery of the breach, in accordance with Conn. Gen. Stat. § 36a-701b. Provider's notification shall include: (a) the date or estimated date of the breach; (b) a description of the Personal Data compromised; (c) the estimated number of affected individuals; and (d) remedial actions taken or planned. Customer retains the obligation to notify affected individuals and the Connecticut Attorney General. Where the breach involves Social Security numbers or taxpayer identification numbers, Customer may be required to offer affected individuals not less than twenty-four (24) months of identity theft prevention and mitigation services at no cost. Provider shall reimburse Customer for the reasonable, documented costs of such identity theft services to the extent the breach resulted from Provider's failure to comply with its security obligations under this Order or the Master Agreement. Failure to comply with § 36a-701b constitutes a violation of the Connecticut Unfair Trade Practices Act (CUTPA).

8. LIMITATION OF LIABILITY

8.1 Aggregate Cap

EXCEPT FOR THE CARVE-OUTS SET FORTH IN SECTION 8.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS ORDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS ORDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE "GENERAL CAP").

8.2 Exclusion of Consequential Damages

EXCEPT FOR THE CARVE-OUTS SET FORTH IN SECTION 8.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Carve-Outs

The limitations in Sections 8.1 and 8.2 shall not apply to liability arising from:

(a) IP Infringement Indemnity — either party's indemnification obligations under Section 9 with respect to third-party intellectual property infringement claims;

(b) Data Breach / Security Obligations — Provider's breach of its security, data protection, or breach notification obligations under Section 7, subject to an enhanced cap equal to [____] times the General Cap (the "Enhanced Cap");

(c) Confidentiality Breach — either party's breach of its confidentiality obligations under Section 12, subject to the Enhanced Cap;

(d) Willful Misconduct or Gross Negligence — a party's willful misconduct, gross negligence, or fraud; and

(e) Payment Obligations — Customer's obligation to pay fees due under this Order.

8.4 CTDPA Liability Acknowledgment

The parties acknowledge that violations of the Connecticut Data Privacy Act may give rise to enforcement actions by the Connecticut Attorney General, including civil penalties of up to $5,000 per willful violation pursuant to Conn. Gen. Stat. § 42-110o (as incorporated by Conn. Gen. Stat. § 42-525). Each party shall bear its own liability for CTDPA penalties directly attributable to its own acts or omissions, and such penalties shall not be subject to the General Cap.

9. INDEMNIFICATION

9.1 Provider Indemnification

Provider shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents ("Customer Indemnitees") from and against any third-party claims, actions, suits, and proceedings, and all related damages, liabilities, costs, and expenses (including reasonable attorneys' fees), arising from or relating to:

(a) IP Infringement — allegations that Customer's authorized use of the Services as contemplated by this Order infringes or misappropriates any patent, copyright, trademark, or trade secret of a third party;

(b) Provider Data Breach — Provider's failure to comply with its security obligations under Section 7 that results in a breach of security involving Customer Data or Personal Data; and

(c) Provider Violation of Law — Provider's material violation of applicable law in its performance under this Order, including the CTDPA.

If the Services become, or in Provider's reasonable opinion are likely to become, the subject of an infringement claim, Provider shall at its expense: (i) obtain for Customer the right to continue using the Services; (ii) modify the Services to make them non-infringing without material reduction in functionality; or (iii) replace the Services with a functionally equivalent non-infringing alternative. If none of the foregoing remedies is commercially practicable, Provider may terminate the affected Services and refund to Customer any prepaid fees attributable to the unused portion of the Subscription Term.

9.2 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Provider and its officers, directors, employees, and agents ("Provider Indemnitees") from and against any third-party claims, actions, suits, and proceedings, and all related damages, liabilities, costs, and expenses (including reasonable attorneys' fees), arising from or relating to:

(a) Customer Data — the content, accuracy, or legality of Customer Data, including any claim that Customer Data infringes or violates the rights of a third party; and

(b) Customer Misuse — Customer's use of the Services in breach of this Order, the Master Agreement, or applicable law.

9.3 Indemnification Procedures

The indemnified party shall: (a) provide prompt written notice to the indemnifying party of any claim (provided that failure to give prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced by such failure); (b) grant the indemnifying party sole control of the defense and settlement of such claim; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on, or requires admissions by, the indemnified party without the indemnified party's prior written consent (not to be unreasonably withheld).

10. INSURANCE

Provider shall maintain, at its sole cost and expense, the following minimum insurance coverages during the Term and for a period of two (2) years following expiration or termination of this Order:

All policies shall be issued by carriers rated A- VII or better by AM Best. Provider shall name Customer as an additional insured under the Commercial General Liability policy. Upon Customer's written request, Provider shall furnish certificates of insurance evidencing the coverages required herein within [____] business days. Provider shall provide Customer at least thirty (30) days' advance written notice of any material change, cancellation, or non-renewal of the required coverages.

11. INTELLECTUAL PROPERTY

11.1 Provider IP

Provider retains all right, title, and interest in and to Provider IP, including all patent, copyright, trademark, trade secret, and other intellectual property rights therein. Nothing in this Order transfers ownership of Provider IP to Customer. All rights not expressly granted herein are reserved by Provider.

11.2 Customer Data Ownership

Customer retains all right, title, and interest in and to Customer Data. Provider acquires no ownership rights in Customer Data except the limited license expressly granted in Section 11.3(b).

11.3 License Grants

(a) Provider to Customer. Provider grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Services and Documentation during the Subscription Term solely for Customer's internal business purposes, subject to the usage limitations in Section 4.

(b) Customer to Provider. Customer grants Provider a non-exclusive, worldwide, royalty-free license to use, process, store, copy, and transmit Customer Data solely to the extent necessary to provide, maintain, support, and improve the Services under this Order. This license terminates upon expiration or termination of this Order, subject to post-termination data retention obligations in Section 7.3.

11.4 Feedback

Any suggestions, enhancement requests, recommendations, or other feedback provided by Customer regarding the Services or Provider IP ("Feedback") may be freely used by Provider without restriction, obligation, attribution, or compensation to Customer. Customer hereby assigns to Provider all right, title, and interest in and to such Feedback.

11.5 Customizations

Custom integrations, configurations, or developments created under this Order shall be owned by:

☐ Provider — with a perpetual, irrevocable, royalty-free license granted to Customer for internal use

☐ Customer — as a work made for hire under 17 U.S.C. § 101, or by express assignment if the work-for-hire doctrine does not apply

☐ Jointly Owned — each party shall have an independent, non-exclusive right to use, license, and exploit

Connecticut Practice Note: Work-for-hire status under federal copyright law (17 U.S.C. § 101) requires that the work fall within one of nine enumerated categories and be created pursuant to a signed written agreement. See Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989). Connecticut does not have a state-specific statute equivalent to California Labor Code § 2870 restricting employer invention assignment agreements. Practitioners should include an express written assignment as a fallback where work-for-hire status is uncertain. Under Connecticut common law, ambiguities in assignment provisions are generally construed against the drafter.

12. CONFIDENTIALITY

12.1 Obligations

Each party shall: (a) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own Confidential Information, but in no event less than a reasonable degree of care; (b) not disclose Confidential Information to any third party except to its employees, contractors, affiliates, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) not use Confidential Information for any purpose other than performing or exercising its rights under this Order.

12.2 Order-Specific Confidential Information

Without limiting the generality of the Confidential Information definition in Section 1, the parties agree that: (a) all pricing, fees, discounts, and commercial terms in this Order are Confidential Information of both parties; and (b) Provider shall not publicly identify Customer as a client or user of the Services, whether in press releases, case studies, marketing materials, or customer lists, without Customer's prior written consent.

12.3 Survival

Confidentiality obligations under this Section 12 shall survive expiration or termination of this Order for a period of three (3) years, except that obligations with respect to trade secrets shall continue for so long as the information qualifies as a trade secret under applicable law, including the Connecticut Uniform Trade Secrets Act (Conn. Gen. Stat. §§ 35-50 to 35-58).

13. AUDIT RIGHTS

Customer (or an independent third-party auditor, subject to reasonable confidentiality obligations) may audit Provider's compliance with its security, data protection, and CTDPA obligations under this Order once per twelve (12) month period upon at least thirty (30) days' prior written notice. Audits shall be conducted during Provider's normal business hours and in a manner that minimizes disruption to Provider's operations. Provider shall cooperate with such audits and provide reasonable access to relevant systems, facilities, records, and personnel. If an audit reveals a material non-compliance, Provider shall remediate the non-compliance at its expense within thirty (30) days (or such other period as the parties may agree in writing) and shall bear the reasonable costs of the audit. If no material non-compliance is found, Customer shall bear the costs of the audit.

14. FORCE MAJEURE

Neither party shall be liable for any delay or failure in performance (other than payment obligations) caused by a Force Majeure Event, provided that: (a) the affected party provides written notice to the other party within five (5) days of the onset of the Force Majeure Event, describing the event and its expected duration; (b) the affected party uses commercially reasonable efforts to mitigate the impact of the Force Majeure Event and resume performance; and (c) the affected party's performance obligations are suspended only to the extent and for the duration necessitated by the Force Majeure Event. If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate this Order upon thirty (30) days' written notice, and Customer shall receive a pro rata refund of any prepaid fees for the period following the effective date of termination.

15. PROFESSIONAL SERVICES

If Customer rejects a deliverable, Customer shall provide written notice specifying the deficiencies in reasonable detail. Provider shall correct such deficiencies and redeliver within [____] business days. If the corrected deliverable is still non-conforming, Customer may: (a) accept the deliverable with an equitable adjustment in fees; (b) require Provider to re-perform at no additional cost; or (c) terminate the affected SOW and receive a refund of fees paid for the non-conforming deliverable.

16. CUSTOMER CONTACTS

All formal notices under this Order shall be sent to the Legal / Notices contact via certified mail, nationally recognized overnight courier, or email (with confirmation of receipt) to the addresses specified above.

17. SPECIAL TERMS / EXCEPTIONS

☐ No special terms or exceptions apply to this Order.

☐ The following special terms or exceptions apply and, to the extent they conflict with the Master Agreement, shall control for purposes of this Order only:

1. [________________________________]
2. [________________________________]
3. [________________________________]

18. ORDER OF PRECEDENCE

In the event of a conflict or inconsistency among the documents governing this transaction, the following order of precedence shall apply (highest precedence first):

1. Data Processing Addendum (DPA) — to the extent related to data protection obligations
2. This Order Form (including exhibits and schedules hereto) — with respect to commercial entitlements, pricing, usage limits, and scope of Services specific to this Order
3. Master SaaS Agreement
4. Service Level Agreement (SLA)
5. Statements of Work (SOWs)
6. Support and Maintenance Terms
7. Acceptable Use Policy

Notwithstanding the foregoing, to the extent the Master Agreement contains terms that are more protective of Customer's data protection rights than the DPA, the more protective terms shall govern.

19. CONNECTICUT-SPECIFIC PROVISIONS

19.1 Unfair Trade Practices (CUTPA)

Each party represents and warrants that its performance under this Order shall comply with the Connecticut Unfair Trade Practices Act (Conn. Gen. Stat. §§ 42-110a to 42-110q). Neither party shall engage in any unfair or deceptive acts or practices in the conduct of trade or commerce in connection with this Order. The parties acknowledge that a violation of Conn. Gen. Stat. § 36a-701b (data breach notification) constitutes a per se violation of CUTPA, and that CUTPA provides for recovery of actual damages, punitive damages, costs, and reasonable attorneys' fees, with civil penalties of up to $5,000 per willful violation and $25,000 per violation of a restraining order (Conn. Gen. Stat. §§ 42-110g, 42-110o).

19.2 Governing Law

This Order and all claims or disputes arising out of or relating to this Order, including its formation, validity, interpretation, performance, breach, and termination, shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of laws principles.

19.3 Venue and Jurisdiction

Each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in [________________________________] County, Connecticut, for the resolution of any disputes arising under or in connection with this Order. Each party waives any objection to such jurisdiction and venue on the grounds of inconvenient forum or otherwise.

19.4 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS ORDER, THE MASTER AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

19.5 Statute of Limitations

Pursuant to Conn. Gen. Stat. § 52-576, any action on this Order or the Master Agreement must be commenced within six (6) years after the right of action accrues. The parties agree that no action arising out of or relating to this Order shall be brought more than six (6) years after the cause of action accrues, or such shorter period as may be agreed in the Master Agreement to the extent enforceable under Connecticut law. For the avoidance of doubt, the statute of limitations for executory oral contracts under Conn. Gen. Stat. § 52-581 is three (3) years.

19.6 Injunctive Relief

Nothing in this Order, the Master Agreement, or any dispute resolution provision shall prevent either party from seeking temporary restraining orders, preliminary injunctions, or other equitable relief from any court of competent jurisdiction in Connecticut to prevent irreparable harm pending resolution of any dispute. Each party acknowledges that a breach of Section 7 (Security and Data Protection), Section 11 (Intellectual Property), or Section 12 (Confidentiality) may cause irreparable harm for which monetary damages would be an inadequate remedy.

20. ELECTRONIC SIGNATURES

This Order and any amendments, exhibits, addenda, or other documents executed in connection herewith may be executed by electronic signature, which shall be considered as valid and binding as an original handwritten signature.

Electronic signatures are recognized and enforceable under:

• Connecticut Uniform Electronic Transactions Act (CT UETA) — Conn. Gen. Stat. §§ 1-266 to 1-286. Pursuant to Conn. Gen. Stat. § 1-272, a record or signature shall not be denied legal effect or enforceability solely because it is in electronic form. Pursuant to Conn. Gen. Stat. § 1-273, a contract shall not be denied legal effect or enforceability solely because an electronic record was used in its formation. Pursuant to Conn. Gen. Stat. § 1-276, if a law requires a signature, an electronic signature satisfies the requirement.

• Federal Electronic Signatures in Global and National Commerce Act (E-SIGN) — 15 U.S.C. §§ 7001–7031.

Each party consents to conducting this transaction by electronic means and agrees that its electronic signature shall have the same legal effect, validity, and enforceability as a manually executed signature. Each party further represents that the individual executing this Order on its behalf has the authority to bind such party.

21. SIGNATURES

By executing this Order, each party agrees to be bound by the terms and conditions set forth herein and in the Master Agreement referenced above.

PROVIDER:

CUSTOMER:

ENTIRE AGREEMENT. This Order, together with the Master Agreement and all attachments, exhibits, schedules, DPAs, SLAs, and SOWs referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written proposals, negotiations, agreements, representations, and understandings relating thereto. No modification of this Order shall be effective unless set forth in a writing signed by authorized representatives of both parties. This Order 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.

Prepared for use on the ezel.ai platform. This template does not constitute legal advice. Retain Connecticut-licensed counsel before execution.