MASTER SERVICES AGREEMENT

This Master Services Agreement ("Agreement") is entered into by and between PROPER, LLC, a Florida limited liability company ("PROPER"), and Client ("Client") as identified in a Statement of Work ("SOW"). PROPER and Client may be referred to individually as a "Party" and collectively as the "Parties."

The date on which a Statement of Work ("SOW") is accepted in writing by both Parties shall constitute the commencement of the contractual relationship between the Parties ("Effective Date").

This Agreement governs the relationship between the Parties, including the provision of Services and/or Products by PROPER to Client as set forth in any current or future Statement of Work ("SOW"). Each Statement of Work ("SOW") is hereby incorporated by reference and shall be subject to the terms and conditions of this Agreement.

RECITALS

WHEREAS, PROPER provides Services and/or Products.

WHEREAS, Client desires to engage PROPER to provide Services and/or Products.

WHEREAS, PROPER agrees to provide Services and/or Products subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

"Agreement" means this Master Services Agreement, together with any current or future Statement of Work ("SOW"), amendment, or modification made in accordance with its terms and conditions.

"Effective Date" means the date on which a Statement of Work ("SOW") is accepted in writing by both Parties and marks the commencement of the contractual relationship between them.

"PROPER" means PROPER, LLC, a Florida limited liability company.

"Client" means the entity identified in a Statement of Work ("SOW") that engages PROPER to provide Services and/or Products.

"Party" or "Parties" means, individually, PROPER or Client, and collectively, both.

"Statement of Work" or "SOW" means any Proposal, Exhibit, Schedule, or similar document accepted in writing by both Parties that outlines the terms of an Engagement, including the Deliverables, scope, responsibilities, assumptions, timelines, prices, payment terms, and other relevant provisions.

"Engagement" means any arrangement between PROPER and Client pursuant to a Statement of Work ("SOW") for the provision of Services and/or Products.

"Project-Based Engagement" or "Investment – One-Time" means any one-time, fixed-scope, or milestone-based Engagement under which PROPER provides Services and/or Products on a non-recurring or as-needed basis.

"Ongoing Engagement" or "Investment – Recurring" means any continuing Engagement under which PROPER provides Services and/or Products on a recurring basis, subject to a minimum term and automatic renewal provisions.

"Deliverables" means the specific Services and/or Products to be provided by PROPER to Client as part of an Engagement, as expressly identified in a Statement of Work ("SOW").

"Change Order" means any documented amendment or modification to a Statement of Work ("SOW") that is accepted in writing by both Parties.

"Out-of-Scope Work" means any work, tasks, and other activities relative to performing Services and/or delivering Products that are not expressly defined or included in a Statement of Work ("SOW").

"Electronic Communication" means any commonly accepted form of written digital communication, including but not limited to email, e-signature platforms, online estimating or invoicing systems, and general messaging applications. 

"Authorized Representative" means an individual designated by a Party as having authority to act on its behalf with respect to approvals, decisions, and communications related to this Agreement or a Statement of Work ("SOW").

"Fees" means the amounts payable by Client to PROPER under a Statement of Work ("SOW"), including all one-time, fixed-scope, milestone-based, or recurring charges for Deliverables, as well as any additional amounts arising from Change Orders or Out-of-Scope Work.

"Force Majeure Event" means an event beyond a Party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or utility outages, pandemics, and similar unforeseeable or extraordinary circumstances that prevent or delay performance and/or delivery.

"Third-Party Services" means any services, products, platforms, or tools not wholly owned or controlled by PROPER that may be integrated, accessed, or required in connection with an Engagement.

"Services" means, without limitation, the professional, technical, creative, consulting, or related work performed by PROPER under this Agreement or a Statement of Work ("SOW").

"Products" means any digital or physical goods developed, licensed, or sold by PROPER, including but not limited to software, applications, tools, templates, AI solutions, and subscription-based offerings.

"Term" means the period during which this Agreement remains in effect, beginning on the Effective Date and continuing unless and until terminated in accordance with Section 8 (TERMINATION).

"Client Content" means any content, claims, data, materials, specifications, instructions, directions, or other inputs provided by Client to PROPER for purposes of fulfilling an Engagement.

2. INDEPENDENT CONTRACTOR

PROPER is an independent contractor for all purposes under this Agreement. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between the Parties. Neither Party shall have the authority to bind or obligate the other in any manner without prior written consent. Each Party shall be solely responsible for its own employees, agents, contractors, and subcontractors, including the payment of all applicable compensation, benefits, taxes, and insurance.

3. SCOPE OF ENGAGEMENT

PROPER shall provide Services and/or Products to Client as described in one or more SOWs incorporated herein by reference. No Services and/or Products shall be provided unless and until a corresponding SOW has been accepted in writing by both Parties and any required deposit or payment has been received by PROPER. This Agreement governs all such Engagements unless otherwise expressly stated in a particular SOW.

4. STATEMENT OF WORK (SOW)

4.1 Function and Incorporation

An SOW outlines the terms of an Engagement between the Parties, including the Deliverables and other relevant provisions as detailed therein. Each SOW is incorporated by reference into this Agreement and shall be governed by its terms and conditions, unless expressly stated otherwise in the applicable SOW.

4.2 Priority and Conflict

In the event of a direct conflict between this Agreement and an SOW, the SOW shall control, but only with respect to the specific Engagement addressed therein. Notwithstanding the foregoing, no SOW shall limit, waive, or override Client's payment obligations as set forth in this Agreement.

4.3 Estimated Nature of Scope

Unless expressly stated otherwise, all Deliverables, scope, responsibilities, assumptions, timelines, prices, payment terms, and other relevant provisions contained in any SOW are good-faith estimates provided for planning purposes and are not guaranteed to be exact. The Parties acknowledge that actual work requirements may vary. However, such estimates do not relieve Client of its obligation to pay for Services, Products, or Deliverables rendered in accordance with the applicable SOW, Change Orders, Out-of-Scope Work, or other written requests made by Client.

4.4 Scope Modifications and Change Orders

Any additions, modifications, or clarifications to the scope described in an SOW must be documented and accepted in writing by both Parties through a Change Order. PROPER reserves the right to assess and communicate any resulting impact on pricing, timelines, or resource allocation before accepting the change. Minor or administrative adjustments that do not affect material terms may be acknowledged informally, at PROPER's discretion.

4.5 Out-of-Scope Work 

Out-of-Scope Work refers to any work, tasks, and other activities not expressly defined or included in an applicable SOW. PROPER retains sole discretion to determine whether a particular item falls outside the defined scope of an SOW. Out-of-Scope Work is subject to additional Fees, revised timelines, and resource availability.

4.6 Commencement of Performance

For each Engagement, the performance of Services and/or delivery of Products shall commence on the start date specified in the applicable SOW or as otherwise designated by PROPER in its sole discretion and communicated to Client. The Engagement shall continue for the duration stated in the applicable SOW, including any automatic renewal provisions, unless earlier terminated in accordance with Section 8 (TERMINATION).

5. ENGAGEMENT MODELS

5.1 Project-Based Engagements (Investment – One-Time)

Project-Based Engagements (Investment – One-Time) refer to any one-time, fixed-scope, or milestone-based Engagements under which PROPER provides Services and/or Products on a non-recurring or as-needed basis.

Fees for such Engagements may be structured as follows, subject to the nature of the Engagement and at PROPER's sole discretion:

Split Payment Plan

  1. Payment of a non-refundable deposit of fifty percent (50%) of the total Fees, which shall be due upon acceptance of the applicable SOW.

  2. Payment of the remaining balance of fifty percent (50%) of the total Fees, which shall be due upon the earlier of:

    1. completion of the Deliverables;

    2. achievement of defined milestones; or

    3. expiration of any estimated timeline, if provided in the SOW.

Full Payment Plan

Payment of one hundred percent (100%) of the total Fees, which shall be due upon acceptance of the applicable SOW. PROPER may require this structure for certain Services, Products, or Deliverables, as specified in the applicable SOW. Alternatively, Client may elect to remit full payment upfront at any time, subject to PROPER's approval.

All Project-Based Engagements are non-cancelable upon acceptance of the applicable SOW. Early termination by Client does not relieve Client of its obligation to pay all Fees due for the full scope of the Engagement, regardless of actual usage, performance, delivery, or completion status. All prepaid Fees are nonrefundable.

5.2 Ongoing Engagements (Investment – Recurring)

Ongoing Engagements (Investment – Recurring) refer to any continuing Engagements under which PROPER provides Services and/or Products on a recurring basis (typically monthly). 

Unless expressly stated otherwise in the applicable SOW, such Engagements are subject to the following:

  1. A minimum term of twelve (12) months.

  2. Automatic renewal for successive twelve (12) month periods unless either Party provides at least ninety (90) days' prior written notice of non-renewal.

  3. Fees are billed monthly in advance and are due on the first calendar day of each month. Unless otherwise agreed in writing, payment shall be processed on that date using the authorized payment method on file. 

  4. In the event of early termination by Client without cause, all remaining Fees for the balance of the committed term shall become immediately due and payable.

All Ongoing Engagements are non-cancelable for the duration of the committed term of the Engagement, as outlined in the applicable SOW. Early termination by Client does not relieve Client of its obligation to pay all Fees due for the full remainder of the term, regardless of actual usage, performance, delivery, or completion status. All prepaid Fees are non-refundable.

6. FEES AND PAYMENT TERMS

6.1 Payment Obligation

Client shall pay PROPER the Fees specified in each applicable SOW, in accordance with the terms and conditions set forth therein.

6.2 Accepted Forms of Payment

  1. ACH Transfer (U.S. Bank-to-Bank)

  2. Wire Transfer (Domestic & International)

  3. Credit/Debit Card (Visa, Mastercard, AMEX, Discover)

  4. Digital Wallet (Apple Pay, PayPal, Zelle, Venmo)

  5. Check (Payable to: PROPER, LLC)

6.3 Due Date and Acceptance

Invoices are due upon receipt unless otherwise stated in the applicable SOW. Failure to dispute an invoice in writing within ten (10) calendar days of receipt shall constitute acceptance of the invoice as issued.

6.4 Late Payments

Payments not received within thirty (30) days of the invoice date shall incur:

  1. A late fee of five percent (5%) of the outstanding balance; and

  2. Interest at the rate of one percent (1%) per month (twelve percent (12%) annually), or the maximum rate permitted by applicable law, whichever is lower.

6.5 NSF and Failed Transactions

Returned or failed payments shall incur a non-sufficient funds (NSF) fee of fifty dollars ($50) per occurrence.

6.6 Suspension of Services

PROPER reserves the right to suspend performance of Services and/or delivery of Products if payment is not received within ten (10) calendar days following written notice of nonpayment.

6.7 Collection Costs and Personal Liability

Client shall reimburse PROPER for all reasonable costs of collection, including attorneys' fees and expenses incurred in recovering any past due amounts. Officers, Directors, or Authorized Representatives of Client may be held personally liable under Florida law for any unpaid amounts owed by Client entity.

7. CLIENT RESPONSIBILITIES

Client agrees to cooperate fully and in good faith to facilitate PROPER's ability to perform Services and/or deliver Products described in any applicable SOW. Without limiting the generality of the foregoing, Client shall:

Assign and maintain an Authorized Representative with authority to approve Deliverables, request changes, and receive communications on behalf of Client.

Grant PROPER timely administrative or technical access to relevant platforms, systems, tools, and Third-Party Services as reasonably required to perform Services and/or deliver Products.

Provide all required materials, assets, information, and internal approvals necessary to initiate and progress the Engagement in a timely manner and within the timeframes outlined in the applicable SOW, or within forty-eight (48) business hours if none are specified. This includes, but is not limited to:

  1. responding to PROPER's communications regarding Engagement status, timelines, and requests for input or decisions;

  2. reviewing Deliverables and providing approvals or revision requests.

Help arrange timely, clear communication and coordination between PROPER and any necessary internal stakeholders or third parties (e.g., vendors) whose involvement is required to execute on the Engagement.

Maintain an accurate and authorized payment method on file for recurring and/or scheduled payments.

Comply with all applicable laws and regulations, including those that govern intellectual property, content, advertising, privacy, and data use.

If Client fails to fulfill any of the above responsibilities within the required timeframe, PROPER may, at its discretion:

  1. deem Deliverables accepted;

  2. pause or adjust the Engagement schedule; or

  3. invoice for completed work and any delay-related costs.

8. TERMINATION

8.1 Termination for Cause

Either Party may terminate this Agreement or any SOW if the other Party materially breaches any of its representations, warranties, or obligations under this Agreement or any applicable SOW and fails to cure such breach within thirty (30) days following written notice thereof. If the breach is incapable of cure, the non-breaching Party may terminate immediately upon written notice.

8.2 Termination by PROPER for Convenience

PROPER may terminate this Agreement or any SOW, in whole or in part, at any time for convenience by providing ninety (90) days' written notice to Client. In such event, Client shall be responsible for all Services rendered, Products supplied, and any non-cancelable commitments incurred by PROPER prior to the effective termination date.

8.3 Client's Inability to Terminate for Convenience

Client may not terminate this Agreement or any SOW for convenience prior to the completion of the minimum term or the full duration of the Engagement, unless expressly permitted by the terms of the applicable SOW.

8.4 Payment Obligations Upon Termination

Upon any termination (whether for cause or convenience), Client shall promptly pay PROPER for:

  1. deem Deliverables accepted;

  2. all Services and/or Products provided up to the date of termination;

  3. any work in progress; and

  4. the remaining Fees due under any applicable committed term or minimum service period specified in the SOW.

Client shall also reimburse PROPER for any Third-Party Services expenses or liabilities incurred as a result of the termination.

8.5 Effect of Termination

Termination of this Agreement shall not relieve either Party of its obligations that have accrued prior to the official date of termination. Any termination of this Agreement shall also constitute a termination of all active SOWs unless otherwise agreed in writing by the Parties.

9. WARRANTIES

9.1 Mutual Warranties

Each Party represents and warrants that it has the right and authority to enter into this Agreement and perform its obligations hereunder.

9.2 PROPER Warranties

PROPER warrants that the Services and/or Products provided will be performed and/or delivered in a professional and workmanlike manner consistent with industry standards. This warranty shall apply for a period of thirty (30) days following delivery of the applicable Deliverable.

9.3 Client Warranties

Client warrants that it has the right to provide all content, materials, and instructions supplied to PROPER and that PROPER's use of such content in accordance with this Agreement will not infringe the rights of any third party.

9.4 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROPER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

9.5 Remedies and Limitations

Client's sole and exclusive remedy for any breach of warranty shall be the re-performance and/or re-delivery of the deficient Services and/or Products. If PROPER is unable to re-perform and/or re-deliver such Services and/or Products in a commercially reasonable manner, PROPER may, in its sole discretion, issue a credit toward future Services and/or Products. Under no circumstances shall any amounts paid be refundable. Any claim under this Section must be made in writing within five (5) business days of the alleged breach, with sufficient specificity for PROPER to investigate and address the issue. Claims made outside of this period are waived.

10. FORCE MAJEURE

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (excluding payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, civil unrest, pandemics, governmental orders, power or internet outages, failure of vendor platforms, deficiencies in partner work product, or other similar extraordinary events ("Force Majeure Events"). The affected Party shall provide prompt written notice to the other Party and shall be excused from performance for the duration of the Force Majeure Event.

During any such period of non-performance, PROPER may suspend the affected Services and/or Products without penalty. If the Force Majeure Event continues for more than thirty (30) consecutive days, the Parties shall confer in good faith to assess the feasibility of continuing the Engagement or amending the affected SOW. If no mutually acceptable resolution is reached within fifteen (15) days following such good faith discussions, PROPER may, in its sole discretion, terminate the affected portion of the applicable SOW upon written notice to Client.

11. INTELLECTUAL PROPERTY AND USAGE RIGHTS

All original work product, content, designs, and Deliverables created by PROPER specifically for Client under a fully paid SOW shall become the property of Client upon final payment.

Notwithstanding the foregoing, PROPER retains: 

  1. all rights, title, and interest in any pre-existing intellectual property, including without limitation any trademarks, service marks, trade names, logos, copyrights, patents, trade secrets, proprietary methodologies, templates, tools, code, know-how, and other proprietary assets, whether registered or unregistered, developed independently or used in connection with the Engagement; and

  2. a non-exclusive, royalty-free, perpetual license to use any non-confidential, non-branded portions of the Deliverables.

12. DATA SECURITY AND COMPLIANCE

PROPER shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Client data from unauthorized access, disclosure, alteration, or destruction. These safeguards shall be appropriate to the nature of the data processed and consistent with industry best practices for organizations of similar size and scope.

Client acknowledges and agrees to the following:

12.1 Client Responsibilities

Client remains responsible for:

Ensuring that any data or content provided to PROPER complies with applicable laws, including but not limited to Intellectual Property, data privacy, and consumer protection laws.

Securing all internal systems, access credentials, and Third-Party Services accounts used in connection with the Services and/or Products.

Notifying PROPER promptly of any suspected or actual data breach, unauthorized access, or misuse of data that may impact the Engagement.

12.2 Third-Party Tools and Integrations

Where Services and/or Products involve the use of Third-Party Services (e.g., software applications, hosting environments, cloud storage solutions, content management systems, analytics engines, APIs, etc.), PROPER shall not be liable for data security practices or breaches attributable to such third parties. Use of such platforms is subject to their respective terms and policies.

12.3 No Duty to Store Data

Unless otherwise expressly stated in a particular SOW, PROPER shall not be responsible for the long-term storage, backup, or preservation of Client data, files, or project assets. Client is solely responsible for retaining any materials or Deliverables it considers necessary for future operational, legal, or archival purposes.

12.4 Legal Compliance

Each Party shall comply with all applicable federal, state, and international laws, regulations, and directives governing data privacy, digital communications, and cybersecurity (including but not limited to the Florida Information Protection Act (FIPA), CCPA, CAN-SPAM, and any applicable GDPR obligations, if relevant to the Engagement).

12.5 Security Incident Response

In the event of a confirmed security incident involving Client data while in PROPER's possession, PROPER shall:

  1. notify Client without undue delay;

  2. provide reasonable details of the nature and scope of the incident; and

  3. cooperate in good faith to address and mitigate any resulting harm.

13. CONFIDENTIALITY

Both Parties shall keep confidential all proprietary or sensitive information received in connection with this Agreement. Disclosure is permitted only to those with a legitimate need to know who are bound by equivalent confidentiality obligations. This obligation survives for three (3) years post-termination. Exceptions apply for information that is public, legally compelled, or independently developed.

14. PUBLICITY, CREDITS, AND PUBLIC STATEMENTS

14.1 Publicity Rights and Attribution

Unless expressly accepted in writing by both Parties, PROPER retains the right to identify Client as a customer or collaborator for promotional purposes. This includes the use of Client's name, logo, and non-confidential aspects of the Engagement or Deliverables in PROPER's website, case studies, portfolios, social media, award submissions, presentations, and marketing materials.

PROPER may include a discreet attribution credit on any public-facing Deliverables, provided it is customary for the medium. Requests to remove or modify such attribution may be considered at PROPER's discretion, but shall not be required unless the credit is demonstrably misleading, false, or in violation of law.

14.2 Reviews, Disparagement, and Public Comments

Client agrees not to make, publish, or distribute knowingly false, defamatory, or misleading statements, whether written or oral, about PROPER, its business, personnel, Services, Products, or Deliverables, including through online reviews, public forums, or social media. This clause shall not prohibit Client from expressing truthful, good-faith opinions based on actual experience.

Before issuing any public comments or reviews that could reasonably be expected to damage PROPER's reputation or goodwill, Client shall first make a good-faith effort to resolve the matter confidentially, including participation in the dispute resolution process in accordance with Section 19 (DISPUTE RESOLUTION).

PROPER reserves the right to issue public responses solely to correct misinformation or defend its reputation, without waiving any contractual or legal remedies.

14.3 Mutual Consent for Co-Branded Publicity

Nothing in this Agreement obligates either Party to endorse or promote the other. Any co-branded marketing, press releases, joint announcements, or similar public communications shall require the prior written approval of both Parties.

15. LIMITATION OF LIABILITY

15.1 GENERAL LIMITATION

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROPER, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND — INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR COST OF SUBSTITUTE GOODS OR SERVICES — ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY SOW, OR THE PERFORMANCE OR NON-PERFORMANCE OF SERVICES AND/OR PRODUCTS, EVEN IF PROPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 MONETARY CAP

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROPER'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY SOW, OR ANY ENGAGEMENT — REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) — SHALL BE LIMITED TO THE GREATER OF:

  1. THREE THOUSAND DOLLARS ($3,000); OR

  2. THE TOTAL FEES ACTUALLY PAID BY CLIENT TO PROPER IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THIS MONETARY LIMITATION IS CUMULATIVE AND SHALL APPLY NOTWITHSTANDING THE NUMBER OF CLAIMS OR SOWs. MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMIT.

15.3 EXCLUSIONS

THE FOREGOING LIMITATIONS SHALL NOT APPLY TO:

  1. CLIENT'S OBLIGATION TO PAY FEES OR EXPENSES UNDER THIS AGREEMENT OR ANY SOW;

  2. CLIENT'S BREACH OF SECTION 13 (CONFIDENTIALITY), SECTION 11 (INTELLECTUAL PROPERTY AND USAGE RIGHTS), OR SECTION 17 (NON-SOLICITATION);

  3. LIABILITY ARISING FROM CLIENT'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; OR

  4. ANY INDEMNIFICATION OBLIGATIONS EXPRESSLY OUTLINED IN SECTION 16 (INDEMNIFICATION).

15.4 TIMING OF CLAIMS

NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT BY CLIENT MORE THAN SIX (6) MONTHS AFTER THE DATE ON WHICH THE CLAIM AROSE. ANY CLAIM NOT MADE WITHIN SUCH PERIOD SHALL BE DEEMED WAIVED.

15.5 BASIS OF BARGAIN

CLIENT ACKNOWLEDGES THAT THE FEES CHARGED BY PROPER UNDER THIS AGREEMENT REFLECT THE ALLOCATION OF RISK OUTLINED IN THIS SECTION AND THAT PROPER WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

16. INDEMNIFICATION

16.1 Client Indemnification

Client shall indemnify, defend, and hold harmless PROPER and its Officers, Directors, Employees, Contractors, and Agents from and against any and all claims, damages, liabilities, losses, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  1. Client's breach of this Agreement or any applicable SOW;

  2. Client's violation of any applicable laws or regulations;

  3. any third-party claim that Client Content or instructions infringe or misappropriate intellectual property rights or violate privacy or publicity rights;

  4. Client's misuse or unauthorized modification of any Deliverables; or

  5. any negligence or willful misconduct by Client or its personnel.

16.2 PROPER Indemnification

PROPER shall indemnify, defend, and hold harmless Client from and against any third-party claim that a final Deliverable provided solely by PROPER (and not incorporating or dependent on Client Content or Third-Party Services) infringes a valid U.S. copyright, trademark, or trade secret. This obligation shall not apply to:

  1. any modifications made by Client or third parties;

  2. combinations with systems, platforms, or materials not provided by PROPER;

  3. uses not contemplated by the applicable SOW; or

  4. any content supplied or directed by Client.

16.3 Conditions

The indemnified Party must promptly notify the indemnifying Party of any claim (provided that failure to do so shall not relieve the indemnifying Party of its obligations, except to the extent prejudiced), permit control of the defense and settlement, and cooperate reasonably at the indemnifying Party's expense. Neither Party may settle a claim that imposes liability or obligations on the other without prior written consent.

17. NON-SOLICITATION

17.1 Restriction on Solicitation

During the Term of this Agreement and for a period of twelve (12) months following its termination or expiration, Client agrees not to directly or indirectly solicit, hire, or engage (as an employee, contractor, or otherwise) any individual who is, or was within the preceding six (6) months, an employee, contractor, or agent of PROPER who was involved in the performance of Services or delivery of Products under any Engagement.

17.2 No Circumvention

Client further agrees not to encourage or induce any PROPER personnel to reduce or terminate their relationship with PROPER, or otherwise interfere with PROPER's contractual relationships.

17.3 Exceptions

The foregoing shall not restrict Client from hiring any individual who responds to a general public advertisement or solicitation not specifically directed at PROPER personnel.

17.4 Remedies

In the event of a breach of this Section, Client agrees to pay PROPER, as liquidated damages and not as a penalty, an amount equal to one hundred percent (100%) of the affected individual's projected annualized compensation (or total fees paid if a contractor) based on their role, position, or nature of relationship with PROPER at the time of the breach.

18. LEGAL COMPLIANCE

Each Party shall comply with all applicable federal, state, and local laws, rules, regulations, and ordinances in connection with the performance of its obligations under this Agreement and any SOW.

Client is solely responsible for ensuring that all Client Content complies with all applicable laws and regulations, including those governing intellectual property, privacy, data protection, accessibility, advertising, and consumer protection.

Client further acknowledges and agrees that it is solely responsible for identifying and complying with the laws, rules, and regulatory requirements of any jurisdiction in which its Services and/or Products may be offered, accessed, distributed, or used, whether within or outside of the United States.

PROPER shall not be liable for any legal violations or regulatory non-compliance arising from Client-provided information or Client-guided activities of any kind. Client shall indemnify and hold PROPER harmless from any third-party claims, fines, or penalties resulting from such non-compliance.

19. DISPUTE RESOLUTION

19.1 Good Faith Efforts and Informal Resolution

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or any SOW, the Parties agree to engage in good-faith efforts to resolve the matter informally.

Either Party may initiate this process by providing written notice to the other Party describing the nature of the matter. The Parties agree to engage in direct discussions for a period of at least ninety (90) days, or as otherwise agreed in writing by the Parties, before initiating formal proceedings.

PROPER may, in its discretion, suspend performance of Services and/or delivery of Products during the pendency of a material dispute without liability or waiver of its rights. Suspension shall not relieve Client of its payment obligations for Services or Products already rendered or scheduled.

19.2 Mediation

If the dispute is not resolved through informal negotiations within ninety (90) days, or as otherwise agreed in writing by the Parties, the Parties agree to attempt resolution through non-binding mediation administered by a mutually agreed-upon mediator in Miami-Dade County, Florida. 

Mediation costs shall be shared equally. 

Failure by Client to participate in mediation waives any right to further dispute resolution under this Section.

19.3 Arbitration or Litigation

If the dispute remains unresolved through mediation, within thirty (30) days, or as otherwise agreed in writing by the Parties, the Parties agree to pursue final resolution through binding arbitration or litigation, as determined in PROPER's sole discretion. Client waives any right to initiate litigation without PROPER's written consent and acknowledges that this provision is material to the business relationship.

If arbitration is elected, it shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA), with one (1) arbitrator, in Miami-Dade County, Florida. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Each Party shall bear its own costs and attorneys' fees, except as otherwise awarded by the arbitrator.

If litigation is elected, exclusive jurisdiction and venue shall lie in the state or federal courts located in Miami-Dade County, Florida, and each Party irrevocably consents to the personal jurisdiction of such courts.

19.4 Injunctive and Emergency Relief

Notwithstanding the foregoing, either Party may seek injunctive or emergency relief to prevent imminent harm or preserve the status quo.

19.5 Legal Fees

The prevailing Party in any action or proceeding arising out of or related to this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

20. GOVERNING LAW

This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the State of Florida, without giving effect to any principles of conflicts of laws. The Parties agree that venue and jurisdiction shall exclusively lie in the state or federal courts located in Miami-Dade County, Florida.

21. NOTICES

Unless expressly stated otherwise, all notices, approvals, requests, demands, consents, and other communications under this Agreement or any SOW shall be in writing and may be delivered by: 

  1. Electronic Communication;

  2. certified mail, return receipt requested; or

  3. a nationally recognized courier service.

Unless expressly stated otherwise, any requirement under this Agreement or any SOW for a notice, approval, request, demand, consent, or other action to be "in writing" or "written" may be satisfied by Electronic Communication, provided that such communication originates from or is expressly acknowledged by an Authorized Representative of the sending Party. Such communications shall have the same legal force and effect as a signed physical document, unless a greater formality is expressly required by this Agreement or applicable law.

Notices related to breach, termination, or legal disputes ("Legal Notices") may be sent via Electronic Communication, but must:

  1. include "LEGAL NOTICE" in the subject line;

  2. be addressed to the designated contact or Authorized Representative listed on the applicable SOW; and

  3. request and receive confirmation of receipt. Failure to meet these conditions may result in delayed or unacknowledged delivery.

Notices shall be deemed received upon the earlier of:

  1. actual delivery or acknowledgment by the receiving Party;

  2. confirmation of successful transmission via Electronic Communication; or

  3. three (3) business days after dispatch by mail or courier to the receiving Party's last known address or designated contact.

Either Party may update its contact information for notice purposes by delivering written notice in accordance with this Section.

22. ASSIGNMENT

Neither Party may assign or transfer its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed.

Notwithstanding the foregoing, PROPER may assign this Agreement without Client's consent to:

  1. any affiliate or successor entity in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets; or

  2. qualified third parties or subcontractors engaged by PROPER to assist in the performance of Services and/or delivery of Products, provided that PROPER remains responsible for their performance under this Agreement.

Any unauthorized assignment shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

23. SEVERABILITY

Invalidity of any part of this Agreement does not affect the enforceability of the rest. The remaining provisions remain in effect and enforceable to the fullest extent permitted by law.

24. WAIVER

No failure or delay by either Party in exercising any right, remedy, or privilege under this Agreement shall operate as a waiver thereof. Any waiver must be expressly stated in a signed writing and shall not be deemed a continuing waiver unless so specified.

25. ENTIRE AGREEMENT

This Agreement and any SOWs constitute the full and final Agreement between the Parties, overriding any prior communications, negotiations, or representations.

26. AMENDMENTS AND UPDATES

PROPER may amend or update this Agreement at any time in its sole discretion, effective immediately upon either posting a revised version or providing written notice via Electronic Communication.

Any such amendment shall apply prospectively and shall not modify the terms of any active SOW unless expressly accepted in writing by both Parties.

Client's continued use of PROPER's Services and/or Products, execution of a new SOW, or failure to object in writing within ten (10) business days of receiving notice of the amendment or update shall constitute acceptance of the revised Agreement.

No amendment, update, modification, or waiver of this Agreement or any SOW shall be valid unless expressly accepted in writing by an Authorized Representative of PROPER.

27. SURVIVAL

All provisions of this Agreement that, by their nature, context, or express terms, are intended to survive termination or expiration shall remain in full force and effect notwithstanding such termination or expiration.