Terms Proof Approval

1. Reviewing and Approving Your Proof

Yellow Letter HQ, LLC (“YLHQ”) shall produce and furnish to Customer a proof for each order prior to production or mailing. Customer’s approval of such proof, effected by selecting the approval checkbox on YLHQ’s proof page, shall constitute Customer’s final and binding acceptance of the order in its entirety, including without limitation:

  • All spelling, grammar, names, and addresses
  • All personalization and mail-merge fields, including names, property addresses, and other customer-specific data
  • Layout, color, imagery, and design
  • Paper stock, envelope, and mail piece format
  • Quantities ordered
  • The mail date or drop date reflected in the order
  • Ownership and licensing of all content depicted therein, as further set forth in Section 6 below

Upon Customer’s approval of a proof, YLHQ shall produce and mail the order strictly in accordance with the approved proof and the schedule set forth therein. Customer shall not be entitled to a refund, reprint, or remail at no additional charge for any error present in the approved proof, including without limitation errors in dates, personalization, addresses, or content as to which Customer lacked the right of use.

Customer’s approval shall be effected solely by Customer’s affirmative selection of the approval checkbox. YLHQ shall record the date, time, and Internet Protocol address associated with such approval, which record shall constitute conclusive evidence of Customer’s approval for all purposes.

Customer agrees that such electronic approval shall have the same legal force and effect as a signature affixed to a written instrument, and that the IP address, timestamp, and checkbox selection so recorded shall be admissible as evidence of Customer’s approval in any proceeding. No approval shall be inferred from Customer’s silence or failure to respond; approval requires an affirmative act by Customer or its authorized agent.

2. Who Can Approve on Your Behalf
Customer shall be solely responsible for controlling access to its account and to YLHQ’s proofing portal. Any individual who accesses Customer’s account, or whom Customer permits or authorizes, expressly or by course of conduct, to review or approve proofs on Customer’s behalf, including without limitation employees, contractors, or virtual assistants, shall be deemed Customer’s authorized agent for such purpose. Approval rendered by any such authorized agent shall bind Customer to the same extent as if rendered by Customer personally, and Customer shall not be entitled to later dispute the validity of any such approval on the ground that it was rendered by an authorized agent rather than by Customer directly.

3. Indemnification and Defense
Customer shall defend, indemnify, and hold harmless YLHQ and its respective owners, officers, employees, and agents (collectively, the “YLHQ Parties”) from and against any and all claims, demands, damages, liabilities, losses, and costs, including without limitation reasonable attorneys’ fees, arising out of or relating to any claim that Customer’s content, or any design selected, approved, or utilized by Customer, infringes, misappropriates, or otherwise violates the rights of any third party. Customer’s obligation to defend shall arise immediately upon assertion of any such claim and shall not be contingent upon final adjudication; Customer shall bear the YLHQ Parties’ reasonable costs of defense as such costs are incurred. In the event any YLHQ Party is named in any action arising from Customer’s content or a design selected or approved by Customer, YLHQ shall be entitled to implead or otherwise join Customer as a third-party defendant in such action to enforce Customer’s representations and obligations under this Agreement.

4. Limitation of Liability
IN NO EVENT SHALL YLHQ’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY ORDER EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER FOR SUCH ORDER, EXCEPT TO THE EXTENT SUCH LIABILITY ARISES FROM YLHQ’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD. IN NO EVENT SHALL YLHQ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE
DAMAGES, OR FOR ANY DAMAGES ARISING FROM THIRD-PARTY CLAIMS RELATING TO CUSTOMER CONTENT, REGARDLESS OF THE THEORY OF LIABILITY ASSERTED, EXCEPT TO THE EXTENT SUCH EXCLUSION IS PROHIBITED BY APPLICABLE LAW.

5. Service Realities
Customer acknowledges the following with respect to YLHQ’s services:

  • Data and lists: Customer is solely responsible for the accuracy and lawful sourcing of any data or mailing list it provides. YLHQ mails as furnished, without independent verification unless Customer separately purchases such services, and bears no liability for mail that fails to reach its recipient because of Customer’s data.
  • No results guarantee: YLHQ provides production and mailing services only and makes no guarantee of response rates, leads, closed deals, revenue, or return on investment. Campaign results depend on factors outside YLHQ’s control, including the data, offer, and design Customer selects and Customer’s own follow-up.
  • No refunds: YLHQ’s fees are earned upon production and mailing. No refund, chargeback, or reimbursement is available once an order has been produced or tendered for mailing, including for dissatisfaction with results attributable to Customer’s own choice of data or design.
  • Mail delivery: once tendered to USPS, delivery timing and manner are entirely within USPS’s control; any mail date YLHQ provides is an estimate, not a guarantee. YLHQ’s tracking confirms only that mail was processed into the postal system, not that it was actually delivered; USPS does not scan every piece, so a missing scan does not mean the mail was not delivered.
  • Print variance: differences in color and image quality between an on-screen proof and the finished printed piece are inherent to print production and do not constitute a defect.
  • Force majeure: YLHQ is not liable for delays caused by events beyond its reasonable control, including material shortages, equipment failure, labor shortages, or postal disruptions.
  • Data security: YLHQ takes commercially reasonable measures to protect Customer’s data, but makes no warranty against unauthorized access or breach and disclaims liability therefor to the extent permitted by law.

6. Content, Design Ownership, and Intellectual Property Representations
Any proof, template, or design YLHQ furnishes, whether based on Customer’s content, created at Customer’s direction, or selected from YLHQ’s template offerings, is provided solely for Customer’s review of layout, wording, personalization, and production specifications, not as any verification of intellectual property rights. Customer represents and warrants that it, or its authorized agent, owns or holds all rights necessary to use every element of its order, regardless of source, and that such use will not infringe any third party’s rights. YLHQ has no independent duty or practical ability to investigate the foregoing across its customer base and relies entirely on Customer’s representations.

Reference material Customer supplies pertains only to Customer’s own order and does not authorize YLHQ to reuse it for other customers or in its general template library. YLHQ’s templates are developed from general industry concepts and customer direction, consistent with common practice in the direct mail industry. YLHQ does not knowingly derive templates from an identified third party’s proprietary work, but makes no warranty as to the actual origin of any concept in its library, and this Section’s representations apply equally to templates offered generally. YLHQ reviews any credible infringement notice and revises or discontinues use of a flagged design where warranted.

7. General

  • Governing law and venue: this Agreement is governed by the laws of the State of California, without regard to its conflict of law principles, and any dispute arising from this Agreement shall be brought exclusively in the state or federal courts located in San Diego County, California.
  • Severability: if any provision of this Agreement is held invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
  • Survival: the provisions of this Agreement that by their nature are intended to survive shall survive completion of Customer’s order and any termination of the parties’ business relationship. The complete terms governing Customer’s order are available at [link] and are incorporated herein by this reference