Please read these terms carefully. By approving this proof, you are entering into a binding agreement.
PROOF APPROVAL AGREEMENT, RELEASE, AND LIABILITY WAIVER
This is a binding legal agreement. Please read it carefully in its entirety before approving. If you do not agree with any portion of this Agreement, do not approve this proof.
1. Parties and Definitions
This Proof Approval Agreement, Release, and Liability Waiver (this "Agreement") is entered into by and between MALA Group, Inc., a Florida corporation with its principal place of business at 622 Banyan Trail, Suite 614-B, Boca Raton, Florida 33431 ("Company"), and the individual or entity approving this proof ("Client"). For purposes of this Agreement:
(a) "Work Product" means the proof displayed on this page, including without limitation the artwork, design, layout, copy, typography, images, photographs, illustrations, logos, trademarks, brand elements, offers, pricing, disclaimers, disclosures, personalization fields, recipient data list, mailing specifications, and all other content and elements, in the precise form in which it is displayed to Client for approval.
(b) "Mailing" means the physical or electronic distribution of the Work Product to any recipient.
(c) "Data" means the mailing list, recipient records, personalization inputs, suppression files, and all other data used in connection with the Work Product or the Mailing, whether supplied by Client, supplied by a third party at Client's direction, or selected from Company's or Fulfillment Partner's databases at Client's direction.
(d) "Fulfillment Partner" means Direct Mail Velocity LLC, a Delaware limited liability company, which acts as a third-party mailing fulfillment provider engaged by Company.
(e) "Third-Party Content" means any content in the Work Product that was not created solely and originally by Client, including without limitation: (i) images, photographs, illustrations, graphic design, artwork, and video stills; (ii) logos, trademarks, service marks, trade dress, brand names, company names, product names, slogans, and taglines, whether registered or unregistered, including third-party brand logos and marks; (iii) celebrity names, athlete names, public-figure names, and any person's name, likeness, image, photograph, voice, or signature; (iv) endorsements, testimonials, quotations, reviews, or statements attributed to any individual or entity; (v) copyrighted text, headlines, literary material, or creative works authored by any third party; (vi) music, sound recordings, or audiovisual content linked from QR codes or URLs; and (vii) any other third-party intellectual property, proprietary content, or licensed content.
(f) "Released Parties" means, collectively, Company, Fulfillment Partner (and Fulfillment Partner shall be a third-party beneficiary of this Agreement with full rights to enforce each provision in favor of the Released Parties), and each of their respective past, present, and future owners, members, managers, partners, shareholders, officers, directors, employees, agents, independent contractors, subcontractors, suppliers, licensors, affiliates, subsidiaries, parents, successors, and assigns.
2. Custom Work Prepared Entirely at Client's Direction; No Creative Authorship by Company
Client acknowledges, represents, and warrants that the entire Work Product — including without limitation all artwork, imagery, photographs, illustrations, design, copy, typography, layout, logos, brand elements, offers, pricing, claims, personalization fields, targeting, and the Data — has been prepared, selected, specified, or supplied by or at the express direction and specification of Client. Client directed the inclusion of every element of the Work Product. Neither Company, nor Fulfillment Partner, nor any Released Party is the creative author, editorial source, originator, publisher, sponsor, or guarantor of any element of the Work Product. Company acts solely in the capacity of a production service provider executing Client's instructions. Client has had full and meaningful opportunity to review, revise, and approve the Work Product prior to giving final approval. Neither Company nor Fulfillment Partner has independently verified, and neither has any duty to verify, the accuracy, truthfulness, substantiation, regulatory compliance, licensing status, intellectual property clearance, or legality of any artwork, image, logo, trademark, brand element, claim, representation, offer, disclosure, disclaimer, price, or data element contained in the Work Product.
3. Client's Representations and Warranties
Client expressly represents, warrants, and covenants to Company and to each of the Released Parties that:
(a) Authority. Client is at least eighteen (18) years of age, has full legal capacity to enter into this Agreement, and (if approving on behalf of an entity) is duly authorized to bind such entity to the terms of this Agreement.
(b) Intellectual Property; Third-Party Content. Client owns, controls, or has obtained in writing all necessary rights, licenses, permissions, consents, assignments, and releases for every element of content appearing in the Work Product, including without limitation every item of Third-Party Content. For any Third-Party Content included in the Work Product — including but not limited to any third-party logo, trademark, brand name, company name, product name, celebrity or athlete name or likeness, photograph, endorsement, testimonial, or copyrighted material — Client specifically warrants that Client has obtained, prior to approval, valid written licenses, permissions, consents, or releases from the rights-holder(s) authorizing the specific use of such Third-Party Content in the Work Product and in the Mailing; that such permissions remain in full force and effect as of the date of approval; and that Client will, upon request by Company, promptly produce copies of such written permissions to Company or to any Released Party defending a claim. Client further warrants that the Work Product does not and will not infringe, misappropriate, or violate any patent, registered or unregistered trademark, registered or unregistered copyright, trade secret, trade dress, right of publicity, right of privacy, moral right, or other proprietary or contractual right of any third party, whether in the United States or any foreign jurisdiction where the Mailing may be received. Client further acknowledges that the existence of an image, logo, or brand element on the internet or in public circulation does not constitute a license for its use, and Client accepts sole responsibility for securing proper written authorization for every such use.
(c) Truthfulness. All statements, claims, representations, pricing, testimonials, endorsements, guarantees, offers, comparisons, disclosures, disclaimers, and descriptions contained in the Work Product are truthful, accurate, substantiated by competent and reliable evidence, and not misleading, deceptive, or likely to mislead a reasonable consumer.
(d) Regulatory Compliance. The Work Product, the Mailing, and all activities arising from them comply, and will comply, with all applicable federal, state, local, and foreign laws, statutes, regulations, rules, ordinances, orders, and industry codes, including without limitation: the CAN-SPAM Act (15 U.S.C. § 7701 et seq.); the Telephone Consumer Protection Act (47 U.S.C. § 227) and FCC implementing regulations (including any mailing that solicits an inbound call or provides a callable number); the Federal Trade Commission Act (15 U.S.C. § 45), including all FTC rules and guidance on advertising, endorsements, unfair or deceptive practices, and vertical-specific rules; the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.), including prescreened offer and opt-out notice requirements for Mailings utilizing consumer report information; the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.), where applicable; the Fair Housing Act (42 U.S.C. § 3601 et seq.); the Equal Credit Opportunity Act (15 U.S.C. § 1691 et seq.), where applicable; the Truth in Lending Act (15 U.S.C. § 1601 et seq.), where applicable; the Real Estate Settlement Procedures Act (12 U.S.C. § 2601 et seq.), where applicable; the Mortgage Acts and Practices — Advertising Rule (Regulation N, 12 C.F.R. Part 1014), where applicable; state motor vehicle service agreement, service contract, and vehicle protection product statutes, including without limitation the Florida Motor Vehicle Service Agreement Act (Fla. Stat. Ch. 634, Part I); state home warranty and service warranty statutes, including without limitation the Florida Home Warranty Association Act (Fla. Stat. Ch. 634, Part III); state Unfair and Deceptive Acts and Practices (UDAP) statutes, including the Florida Deceptive and Unfair Trade Practices Act (Fla. Stat. § 501.201 et seq.); state do-not-mail, do-not-call, and consumer protection statutes; state insurance advertising regulations, where applicable; state mortgage and lending advertising regulations, where applicable; state attorney general guidance on vehicle service contracts, home warranty products, and debt relief; data privacy laws, including but not limited to the Florida Digital Bill of Rights (Fla. Stat. § 501.71 et seq.), the California Consumer Privacy Act / California Privacy Rights Act, and other state comprehensive privacy statutes; and all applicable United States Postal Service (USPS) rules, classifications, and indicia requirements.
(e) Data; Marketing and Non-Marketing Uses. The Data was lawfully obtained, lawfully maintained, and may be lawfully used for the Mailing and for any and all uses that Client intends to make of the Data, whether such use is for marketing, advertising, solicitation, or lead generation, or is for any non-marketing purpose, including without limitation customer relationship management, analytics, market research, list enrichment, identity verification, risk assessment, account servicing, follow-up communications, or any other purpose Client intends. Client has obtained all consents, opt-ins, opt-outs, notices, and permissions required by applicable law for the specific use of the Data contemplated by Client. The Data was not obtained through unauthorized web scraping, unauthorized access, breach of contract with any data source, unlicensed use of a data broker's product, unlawful aggregation, or any other unlawful means. The Data does not include individuals on any suppression list, do-not-mail list, do-not-contact list, deceased list, incarcerated list, or DMA (Data & Marketing Association) suppression file that Client was obligated to honor. Where the Data was derived from consumer report information, Client has fulfilled all FCRA prescreened offer, firm offer of credit, opt-out notice, and other applicable regulatory requirements. Client's possession, storage, transfer, and use of the Data complies with all applicable data privacy and data protection laws.
(f) Disclosures. The Work Product contains all legally required disclosures, disclaimers, opt-out notices, licensing notices, state registration notices, and material terms required by any applicable law or regulation for the products or services being advertised.
(g) Proof Review. Client has carefully and completely reviewed the Work Product, including spelling, grammar, layout, phone numbers, URLs, QR codes, offers, pricing, disclaimers, disclosures, and regulatory content. Client waives any claim against any Released Party based on any error, omission, typographical mistake, graphic defect, data inaccuracy, or deviation from prior instructions that is present in the Work Product at the time of approval.
(h) High-Risk Mail Formats; Simulated Checks, Vouchers, and Official-Looking Mail. If the Work Product includes, resembles, simulates, or incorporates any check, draft, voucher, money order, rebate check, refund check, cashier's check, negotiable instrument, or any item that could reasonably be perceived by a recipient as resembling a check or negotiable instrument (collectively, "Check-Like Items"); or if the Work Product resembles, simulates, or incorporates any government notice, court notice, Internal Revenue Service notice, Social Security notice, certified mail receipt, return receipt, official-looking correspondence, simulated invoice, simulated bill, collection notice, or "URGENT," "FINAL NOTICE," or "ACTION REQUIRED" communication that could reasonably be perceived as originating from a government agency, court, law enforcement entity, or official body (collectively, "Official-Looking Items"); or if the Work Product is a sweepstakes, prize, skill-contest, or award promotion subject to the Deceptive Mail Prevention and Enforcement Act (39 U.S.C. § 3001 et seq.) or analogous state law, Client specifically represents and warrants that: (i) the Work Product complies in all respects with all applicable United States Postal Service ("USPS") regulations, including without limitation the Domestic Mail Manual ("DMM"), 39 U.S.C. § 3001 (nonmailable matter), 39 U.S.C. § 3005 (false representation statute), 39 U.S.C. § 3009 (unordered merchandise), and the Deceptive Mail Prevention and Enforcement Act; (ii) the Work Product complies with all applicable state simulated-check, simulated-document, and deceptive mail statutes and regulations, including without limitation Fla. Stat. § 817.062 (simulated check statute), Cal. Bus. & Prof. Code § 22433 et seq., N.Y. Gen. Bus. Law § 369-cc, Tex. Bus. & Com. Code § 17.921 et seq., and every other state statute applicable to any state into which the Mailing will be delivered; (iii) the Work Product contains every legally required disclosure, disclaimer, and warning in the form, size, typeface, placement, and prominence required by applicable law, including without limitation any required statement that the item is not a negotiable instrument, any required "advertisement," "promotional offer," "this is not a check," or "no cash value" designation, and the absence of any false implication of governmental, law enforcement, judicial, or official origin or affiliation; and (iv) Client has independently confirmed compliance of the Work Product with qualified counsel or a compliance professional familiar with direct mail regulation, and Client is not relying on any statement, representation, prior acceptance, or production of similar items by Company, Fulfillment Partner, or any Released Party as to the legality, regulatory compliance, or deliverability of the Work Product. Client specifically acknowledges and agrees that: (A) the United States Postal Service, its Postmasters, and the United States Postal Inspection Service may, in their sole discretion, refuse to accept, delay, withhold, investigate, return, destroy, seize, or halt delivery of any Mailing they deem non-compliant, deceptive, or in violation of any postal regulation or federal statute; (B) state attorneys general, the Federal Trade Commission, the Consumer Financial Protection Bureau, and other regulators have brought, and continue to bring, enforcement actions, civil investigative demands, and injunctive proceedings against senders of Check-Like Items and Official-Looking Items; (C) Client assumes full and sole responsibility for all costs, delays, lost or forfeited postage, production charges, reprint costs, return-processing charges, investigation costs, fines, penalties, settlements, and damages arising from any USPS refusal, Postal Inspection Service investigation, or regulatory enforcement action directed at the Work Product or the Mailing; and (D) no Released Party makes any representation or guarantee that any Check-Like Item, Official-Looking Item, or sweepstakes promotion will be accepted by USPS, delivered, or found compliant by any regulator, and no Released Party shall be liable for any such refusal or determination.
4. No Review by Company or Fulfillment Partner; AS-IS
CLIENT EXPRESSLY ACKNOWLEDGES THAT NEITHER COMPANY NOR FULFILLMENT PARTNER HAS REVIEWED THE WORK PRODUCT OR THE DATA FOR LEGAL COMPLIANCE, REGULATORY SUITABILITY, TRUTHFULNESS, ACCURACY, SUBSTANTIATION, LICENSING, INTELLECTUAL PROPERTY CLEARANCE, OR FITNESS FOR ANY PARTICULAR PURPOSE, AND HAS NO DUTY TO DO SO. THE WORK PRODUCT, THE SERVICES, AND ALL RELATED DELIVERABLES ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, LEGAL COMPLIANCE, TITLE, QUIET ENJOYMENT, OR RESULTS. NO RELEASED PARTY MAKES ANY WARRANTY OR GUARANTEE REGARDING RESPONSE RATES, CALL VOLUME, CONVERSION RATES, DELIVERY TIMES, DELIVERABILITY, BUSINESS OUTCOMES, OR REGULATORY APPROVAL.
5. Final and Irrevocable Approval
Upon Client's electronic approval, the Work Product is deemed fully, finally, and irrevocably approved for printing, production, and Mailing. Any and all errors, omissions, typographical mistakes, spelling errors, graphic defects, color variances, data inaccuracies, misspellings, misstatements of offer, incorrect phone numbers or URLs, regulatory non-compliance, or deviations from Client's prior instructions that are present in the Work Product at the time of approval are knowingly and voluntarily waived by Client. No Released Party shall have any obligation to reprint, refund, credit, reissue, remediate, or otherwise make Client whole for any such matter. Any modifications requested by Client after approval may require a new proof cycle and may incur additional charges at Company's then-current rates.
6. Release of Claims
To the maximum extent permitted by law, Client, on behalf of itself and its heirs, executors, administrators, successors, assigns, insurers, and anyone claiming by or through Client, hereby fully, finally, and forever releases, discharges, and covenants not to sue each of the Released Parties from and for any and all claims, demands, causes of action, suits, damages, losses, liabilities, fines, penalties, judgments, and costs of every kind and nature, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, liquidated or contingent, arising out of or relating to the Work Product, the Data, the Mailing, or this Agreement. Client acknowledges that this release is a material inducement for Company to produce and distribute the Mailing.
7. Indemnification
Client shall, at Client's sole expense, defend, indemnify, and hold harmless each of the Released Parties from and against any and all claims, demands, actions, suits, proceedings, investigations, inquiries, losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, reasonable attorneys' fees, expert witness fees, consultant fees, investigation costs, and court costs) of any kind or nature, whether direct, indirect, incidental, consequential, special, exemplary, or punitive, and whether brought by a private party, class, governmental authority, regulatory body, attorney general, or any other person or entity, arising out of, resulting from, or relating in any way to: (a) the content, design, artwork, imagery, offer, pricing, claim, or any element of the Work Product; (b) the Data, including recipient selection, suppression, targeting, use, storage, or transfer, and whether used for marketing or non-marketing purposes; (c) any breach or alleged breach by Client of any representation, warranty, covenant, or obligation in this Agreement; (d) any claim that the Work Product, the Data, or the Mailing infringes, misappropriates, or violates any third-party right (including intellectual property, privacy, publicity, or contractual rights); (e) any federal, state, or local regulatory inquiry, investigation, enforcement action, civil investigative demand, subpoena, or administrative proceeding relating in any way to the Work Product, the Data, or the Mailing; (f) any claim, complaint, or proceeding (including any class, collective, or mass action) brought by a recipient of the Mailing or by any third party; (g) any violation or alleged violation by Client of any applicable law, regulation, or industry rule; (h) any act or omission of Client, Client's employees, agents, or contractors in connection with the Work Product or the Mailing; (i) any claim, demand, cease-and-desist letter, DMCA notice, takedown demand, or enforcement action brought by any rights-holder of Third-Party Content — including any brand owner, trademark owner, copyright owner, photographer, stock-image agency, celebrity, athlete, or other person or entity asserting an intellectual property, publicity, or privacy right — whether or not Client believed in good faith that it had permission to use such Third-Party Content; and (j) any refusal to accept, stoppage, withholding, seizure, destruction, return, investigation, civil investigative demand, subpoena, administrative complaint, injunction, cease-and-desist, enforcement action, or proceeding by the United States Postal Service, its Postmasters, the United States Postal Inspection Service, any state attorney general, the Federal Trade Commission, the Consumer Financial Protection Bureau, or any other federal, state, or local regulator relating to or arising from any Check-Like Item, Official-Looking Item, sweepstakes, prize, or skill-contest promotion, simulated check, simulated government document, deceptive mail allegation, or alleged violation of the Deceptive Mail Prevention and Enforcement Act or any analogous law, in connection with the Work Product or the Mailing, including without limitation all lost or forfeited postage, transportation costs, return-processing charges, reprint costs, disposal costs, investigation costs, fines, penalties, restitution, disgorgement, settlements, and consumer redress. Company shall have the right, at its own expense, to participate in the defense of any matter with counsel of its choosing, and Client shall not settle any matter that imposes any obligation, admission, or restriction on any Released Party without Company's prior written consent.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) THE RELEASED PARTIES' AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE WORK PRODUCT, THE DATA, OR THE MAILING, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE), SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO COMPANY FOR THE SPECIFIC PRODUCTION RUN OR MAILING GIVING RISE TO THE CLAIM, AND (b) IN NO EVENT SHALL ANY RELEASED PARTY BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF DATA, COST OF COVER, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT AGREES THAT THESE LIMITATIONS ARE A MATERIAL BASIS OF THE BARGAIN AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF ITS ESSENTIAL PURPOSE.
9. Production Tolerances
Client acknowledges that printed and mailed output is subject to ordinary commercial variations in color, registration, trim, paper stock, finishing, and delivery timing. Variations of approximately five percent (5%) in quantity, color, or finish are customary in the industry and do not constitute defects or breach of this Agreement.
10. Risk of Loss; USPS and Carrier Handoff; USPS Refusal and Stoppage
Risk of loss for any Mailing passes to Client upon tender of the Mailing to the United States Postal Service or other designated carrier. No Released Party shall be liable for delays, damage, loss, misdelivery, or non-delivery occurring within the mail stream or after carrier handoff. Without limiting the foregoing, Client shall bear all risk, cost, and loss arising from: (a) any refusal by USPS or any Postmaster to accept a Mailing for any reason, including without limitation a determination that the Work Product constitutes a Check-Like Item, Official-Looking Item, or is otherwise non-compliant or deceptive under USPS regulations; (b) any USPS stoppage, withholding, seizure, destruction, or return of a Mailing under 39 U.S.C. § 3005, 39 U.S.C. § 3001, the Deceptive Mail Prevention and Enforcement Act, or any other postal authority; (c) any United States Postal Inspection Service investigation, detention, or disposition of a Mailing; and (d) any forfeiture of prepaid postage, permit fees, meter-impression value, or indicia rights resulting from any of the foregoing. Client shall promptly reimburse Company for any such costs upon demand.
11. Force Majeure
No Released Party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, fire, flood, hurricane, pandemic, epidemic, war, terrorism, civil unrest, labor shortage, strike, cyberattack, utility failure, supply chain disruption, USPS disruption, paper or ink shortage, governmental action or order, or any other event of force majeure.
12. No Agency; No Endorsement
Nothing in this Agreement creates any partnership, joint venture, agency, employment, fiduciary, or franchisor-franchisee relationship between Client and any Released Party. No Released Party endorses, sponsors, certifies, or vouches for any claim, product, service, offer, or representation contained in the Work Product.
13. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-law principles. Subject to Section 14 (Binding Arbitration), the exclusive venue for any action permitted to be brought in court shall be the state or federal courts located in Palm Beach County, Florida. Client consents to personal jurisdiction in such courts and waives any objection based on forum non conveniens.
14. Binding Arbitration; Class Action Waiver; Jury Trial Waiver
IMPORTANT — PLEASE READ CAREFULLY. THIS SECTION AFFECTS YOUR LEGAL RIGHTS.
(a) Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement, the Work Product, the Data, the Mailing, or the relationship between Client and any Released Party (each, a "Dispute") shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in Palm Beach County, Florida, before a single arbitrator, in the English language. Judgment on the award may be entered in any court of competent jurisdiction. This arbitration provision is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.).
(b) Class Action Waiver. CLIENT AND THE RELEASED PARTIES EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, MASS, OR PRIVATE ATTORNEY GENERAL ACTION, WHETHER IN COURT OR IN ARBITRATION. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. The arbitrator shall have no authority to consolidate claims of more than one individual or to preside over any form of representative proceeding. If this class action waiver is found unenforceable as to any claim, then such claim shall be severed and litigated in a court of competent jurisdiction in Palm Beach County, Florida, while all other claims remain in arbitration.
(c) Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENT AND THE RELEASED PARTIES EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(d) Exceptions. Either party may seek provisional injunctive relief in a court of competent jurisdiction in Palm Beach County, Florida to protect intellectual property, confidential information, or to enforce indemnification or payment obligations, without waiving this arbitration provision.
15. Attorneys' Fees
In any action, arbitration, or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert witness fees, arbitration fees, and costs from the non-prevailing party, in addition to any other relief to which it may be entitled.
16. Electronic Signature; Evidence of Approval
Client consents to transact with Company by electronic means. Client's typed legal name, affirmative selection of each acknowledgment, and click of the "Approve Proof" button shall together constitute Client's legally binding electronic signature under the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.), the Uniform Electronic Transactions Act as adopted in applicable jurisdictions, and the Florida Electronic Signature Act (Fla. Stat. § 668.001 et seq.), and shall have the same legal effect as a handwritten signature. Company shall capture and retain, as evidence of approval: (i) Client's typed legal name, title, and entity; (ii) Client's IP address; (iii) Client's user-agent and device identifiers; (iv) date and time of approval (UTC); (v) a cryptographic hash (SHA-256) of the approved Work Product; (vi) the full text of this Agreement as displayed to Client at the time of approval; and (vii) a record of each acknowledgment checkbox affirmed by Client. Such record shall constitute prima facie and admissible evidence of Client's approval and acceptance.
17. Authority to Bind
The individual approving this Agreement represents and warrants that he or she is at least eighteen (18) years of age and, if approving on behalf of an entity, has full legal authority and all necessary corporate, organizational, limited liability company, or partnership power to bind such entity to every term of this Agreement.
18. Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or, if no such modification is possible, severed from this Agreement, and all remaining provisions shall continue in full force and effect.
19. Entire Agreement
This Agreement, together with any separately executed master services agreement or statement of work between the parties that expressly references this Agreement, constitutes the entire agreement between the parties with respect to the approval of the Work Product and supersedes all prior or contemporaneous communications, proposals, agreements, or understandings regarding the same subject matter. This Agreement may be modified only by a writing signed by both parties.
20. Assignment
Client may not assign this Agreement or any rights or obligations hereunder without Company's prior written consent. Company may assign this Agreement in its sole discretion. This Agreement shall bind and benefit the parties' permitted successors and assigns.
21. Survival
Sections 3 (Representations and Warranties), 4 (No Review; AS-IS), 5 (Final and Irrevocable Approval), 6 (Release), 7 (Indemnification), 8 (Limitation of Liability), 10 (Risk of Loss), 12 (No Agency), 13 (Governing Law and Venue), 14 (Arbitration; Class and Jury Waivers), 15 (Attorneys' Fees), 16 (Electronic Signature), and 18 (Severability) shall survive the approval of the Work Product, the completion of any Mailing, and the termination of this Agreement indefinitely.