Website Development, Web Hosting, Domain Management, and Microsoft 365 / Cloud Productivity Services
This Master Services Agreement (the “Agreement”) is entered into by and between IUSA LLC (“IUSA”) and the person or entity that accepts an applicable Statement of Work, proposal, quote, invoice, online order, or other written order for services (“Client”). IUSA and Client may be referred to individually as a “Party” and collectively as the “Parties.”
1.1 Incorporation into SOWs. This Agreement applies to each Statement of Work, proposal, quote, invoice, online order, or other written description of services accepted by both Parties (each, an “SOW”). Each SOW is a separate agreement that incorporates this Agreement.
1.2 Acceptance. Client accepts this Agreement and the applicable SOW by signing an SOW, approving an SOW by email or other written communication, electronically accepting the SOW, paying an invoice or deposit, authorizing IUSA to begin work, or using the Services.
1.3 Order of Precedence. If this Agreement conflicts with an SOW, the SOW controls the business terms for that SOW, such as scope, pricing, schedule, and included services. This Agreement controls legal terms unless the SOW expressly states that it overrides a specific section of this Agreement.
1.4 Definitions. “Services” means the services described in an SOW. “Deliverables” means final work product that an SOW requires IUSA to provide to Client. “Client Materials” means content, data, trademarks, logos, images, credentials, instructions, business information, and other materials provided by Client or on Client’s behalf.
2. Services and Scope
2.1 Services Provided. IUSA provides only the Services stated in an applicable SOW. The Services may include website design and development, website hosting, domain name management, Microsoft 365 and related cloud productivity services, configuration, migration, support, and related consulting.
2.2 Services Not Included Unless Stated. Unless an SOW expressly says otherwise, the Services do not include ongoing website content updates, CMS or plugin maintenance, security monitoring, malware removal, backup or restoration services, accessibility audits, legal compliance review, privacy-policy drafting, search-engine optimization, advertising management, marketing management, or business-performance consulting.
2.3 Change Requests. Any request outside the SOW is a change request. IUSA may require a written change order, additional fee, revised schedule, or separate SOW before performing out-of-scope work. If IUSA performs out-of-scope work at Client’s request without a separate written change order, IUSA may bill that work at its then-current hourly rates unless the Parties agree otherwise in writing.
2.4 Schedules. Any timeline, milestone, or launch date depends on Client’s timely cooperation, payment, content delivery, access, feedback, and approvals. Client delays extend IUSA’s deadlines at least day-for-day and may require repricing if the delay materially affects the work.
3. Client Responsibilities
3.1 Cooperation. Client will timely provide the information, content, access, credentials, approvals, feedback, and decisions reasonably needed for IUSA to perform the Services.
3.2 Client Point of Contact. Client will designate one authorized point of contact for approvals and decisions unless the SOW says otherwise. IUSA may rely on instructions, approvals, content, and credentials provided by that person or any person who reasonably appears to have authority from Client.
3.3 Rights in Client Materials. Client represents that it owns or has sufficient rights to use, publish, transmit, and provide all Client Materials, including text, images, video, fonts, logos, trademarks, product information, customer data, account credentials, and instructions.
3.4 Legal and Business Compliance. Client is responsible for the accuracy, legality, and regulatory compliance of Client’s business, website content, products, services, claims, offers, privacy practices, cookie or tracking practices, terms of sale, refund policies, and other public-facing or customer-facing materials. IUSA does not provide legal advice.
3.5 Accounts and Credentials. Client is responsible for maintaining administrative control of its business accounts, recovery information, authorized users, devices, and credentials unless an SOW expressly assigns a particular responsibility to IUSA. Client will not provide IUSA access to systems or data unless Client is authorized to do so.
4. Fees, Deposits, Retainers, and Refunds
4.1 Fees. Client will pay the fees stated in the applicable SOW or invoice. Recurring fees are due in advance unless the SOW says otherwise. Client is responsible for applicable taxes, governmental charges, pass-through provider charges, and third-party expenses stated in the SOW or otherwise approved by Client.
4.2 Project Deposit. Unless the SOW says otherwise, website projects require a fifty percent (50%) non-refundable deposit before work begins.
4.3 Full Payment Upfront. Client may elect to pay a project in full upfront if IUSA agrees. Full upfront payments are non-refundable to the same extent as deposits and other project payments.
4.4 No Refunds. All payments to IUSA are earned when received and are non-refundable, including deposits, upfront payments, recurring fees, retainers, discounted hours, setup fees, hosting fees, cloud-service fees, and third-party or pass-through charges. The only exception is that if IUSA decides, in its sole discretion, to reject or not proceed with a project before any work has begun, IUSA will refund the amount paid for that rejected project.
4.5 When Work Begins. Work begins when IUSA performs discovery, planning, design, development, configuration, setup, migration, account administration, procurement, domain registration, licensing, scheduling, project management, consultation, or other labor or expense for the project.
4.6 Retainer Hours. Client may purchase discounted retainer hours for future work. Retainer hours are deducted as work is performed. Retainer payments are non-refundable, are not cash equivalents, cannot be used for third-party fees unless IUSA agrees, and are not refundable if the relationship ends or if Client does not use all purchased hours.
4.7 No Launch or Final Delivery Until Paid. IUSA has no obligation to launch a website, publish a website, make final delivery, release website files, transfer domains, or provide migration or offboarding assistance until all amounts then due for the applicable project, service, or account are paid.
4.8 Suspension for Nonpayment. Although IUSA may choose not to pursue collection, IUSA may suspend or stop work, hosting, cloud administration, support, or access to Services for nonpayment or failed payment. Suspension for nonpayment is not downtime or a service failure.
5. Website Development, Review, Acceptance, and Launch
5.1 Development Standard. IUSA will perform website development Services in a professional and workmanlike manner and will use commercially reasonable efforts to deliver the website in material conformity with the applicable SOW.
5.2 Client Review. When IUSA provides Client a review link, staging link, preview, draft, or other version of a Deliverable for review, Client will review it promptly and provide one consolidated written list of requested corrections or changes.
5.3 Acceptance. A Deliverable is accepted when Client approves it in writing, authorizes launch, uses it in production, makes it publicly available, or fails to provide specific written notice of material nonconformity within ten (10) business days after IUSA provides it for review. A rejection must identify specific ways the Deliverable materially fails to conform to the SOW. General dissatisfaction, preference changes, new requests, or items not stated in the SOW are change requests, not grounds for rejection.
5.4 Corrections. If Client timely identifies a material nonconformity, IUSA will use commercially reasonable efforts to correct it. Corrections do not include new features, redesigns, preference changes, changes to approved work, changes caused by third-party systems, or issues caused by Client Materials, Client instructions, or Client modifications.
5.5 Launch. IUSA is not required to launch or publish a website until Client has provided all required approvals, content, access, and payments. Launch, publication, or production use constitutes acceptance of the website as launched.
6. Intellectual Property and Website Files
6.1 Client Materials. Client retains ownership of Client Materials. Client grants IUSA a limited right to use Client Materials as needed to perform the Services and operate, host, support, transfer, or deliver the applicable website or cloud service.
6.2 Final Client Deliverables. After IUSA receives full payment for the applicable SOW, Client owns the final, client-specific website content, visual design, and custom deliverables that IUSA creates specifically for Client under that SOW, excluding IUSA Background Materials and Third-Party Materials.
6.3 IUSA Background Materials. IUSA retains all rights in its pre-existing and reusable materials, including tools, methods, processes, know-how, workflows, templates, code snippets, libraries, frameworks, scripts, design patterns, documentation, internal files, project-management materials, configuration methods, development environments, and other materials that are not created exclusively for Client (“IUSA Background Materials”). To the extent IUSA Background Materials are incorporated into a paid Deliverable, IUSA grants Client a perpetual, non-exclusive, non-transferable license to use them only as part of Client’s use and operation of that Deliverable.
6.4 Third-Party Materials. Websites and cloud services may use third-party materials and services, including hosting platforms, CMS software, plugins, themes, fonts, stock assets, scripts, APIs, registrars, Microsoft services, open-source software, and other provider services (“Third-Party Materials”). Third-Party Materials remain subject to their own license terms, fees, renewals, restrictions, and provider changes. IUSA does not grant Client ownership of Third-Party Materials.
6.5 No Continued Licensing Responsibility. After a subscription, hosting relationship, software license, or other provider service ends, IUSA has no responsibility for continued asset licensing, software licensing, provider fees, renewal fees, subscription charges, or the continued availability or legality of any Third-Party Materials.
6.6 Website Files at Offboarding. If IUSA hosts Client’s website and Client chooses to leave, IUSA’s obligation is to turn over the website files then reasonably available to IUSA and any domain name registrations held by IUSA on Client’s behalf to Client or Client’s authorized agent, by a method chosen by IUSA. Website files do not include IUSA Background Materials except as embedded in the website, internal development repositories, design drafts, unused concepts, server images, proprietary systems, proprietary documentation, administrative notes, credentials not controlled by IUSA, or Third-Party Materials that cannot be transferred under their license terms.
7. Web Hosting Services
7.1 Hosting Obligation. For web hosting Services, IUSA’s only obligation is to make the hosted website live and available for public access from the hosting environment that IUSA provides or arranges, subject to this Agreement and the applicable SOW.
7.2 Hosting Exclusions. Unless an SOW expressly says otherwise, web hosting does not include website content updates, design changes, CMS or plugin updates, security monitoring, malware cleanup, backup or restoration services, uptime service-level guarantees, speed or performance guarantees, SEO services, advertising services, email deliverability services, or cloud productivity services.
7.3 Downtime Definition. “Downtime” means a period during which the public website is unavailable due solely to a failure of hosting infrastructure controlled by IUSA. Downtime does not include unavailability caused by scheduled maintenance, emergency maintenance, Client action or inaction, Client content or software, domain or DNS issues, registrar issues, Internet backbone or connectivity issues, cyberattack, abuse, excessive traffic, third-party platforms or providers, CMS/plugins/themes, payment processors, APIs, force majeure events, suspension for nonpayment, suspension for security reasons, or issues outside IUSA’s reasonable control.
7.4 Hosting Liability Cap and Sole Remedy. Client’s sole remedy for Downtime is a credit or refund equal to the portion of the monthly hosting fee attributable to the Downtime incurred for the affected website. The credit will be calculated on a prorated basis using the monthly hosting fee for the affected website and the length of qualifying Downtime. IUSA’s maximum liability for web hosting Services is limited to the portion of the monthly fee attributable to qualifying Downtime, with a maximum liability period of thirty (30) days. This limit applies regardless of the legal theory asserted and regardless of whether the website outage causes business loss, lost customers, lost revenue, lost search visibility, or other damages.
7.5 Maintenance and Security Suspension. IUSA may suspend or restrict hosting to perform maintenance, address security concerns, prevent harm to IUSA systems or third-party systems, respond to abuse complaints, comply with law, comply with provider rules, or address nonpayment. Suspension under this section is not Downtime.
7.6 End of Hosting. When hosting ends, IUSA may disable public access to the website and remove the website from IUSA-controlled hosting systems after IUSA makes the website files available as provided in Section 6.6. Client is responsible for obtaining replacement hosting, licenses, software, accounts, DNS services, email services, SSL certificates, and other services needed to keep the website operating elsewhere.
8. Domain Name Services
8.1 Domain Management. If an SOW includes domain name services, IUSA may register, renew, transfer, configure, or manage domain names on Client’s behalf. Domain names registered for Client remain Client’s property, subject to registrar, registry, ICANN, and other applicable provider rules.
8.2 Client Responsibilities. Client is responsible for providing accurate registrant information, approving renewals and transfers, paying domain-related fees, maintaining valid contact information, and responding to registrar or registry requests. IUSA is not responsible for domain expiration, suspension, transfer delay, lock, loss, or additional fees caused by Client delay, nonpayment, inaccurate information, provider rules, or circumstances outside IUSA’s reasonable control.
8.3 Domain Transfer at Offboarding. If Client leaves IUSA hosting or requests domain transfer, IUSA will use commercially reasonable efforts to transfer or release domain names held by IUSA on Client’s behalf to Client or Client’s authorized agent by a method chosen by IUSA, after amounts then due are paid and after IUSA receives information reasonably needed to complete the transfer.
9. Microsoft 365 and Cloud Productivity Services
9.1 Services. If an SOW includes Microsoft 365 or other cloud productivity services, IUSA may assist with licensing, setup, configuration, migration, administration, support, and related consulting. Microsoft 365 services are provided by Microsoft, not by IUSA.
9.2 Provider Terms. Client’s use of Microsoft 365 and other cloud services is subject to the provider’s terms, licensing rules, data practices, service commitments, feature changes, support policies, cancellation terms, and pricing. Client is responsible for complying with those terms.
9.3 Client Responsibilities. Client is responsible for its users, devices, passwords, multifactor authentication, recovery methods, data, retention settings, litigation holds, email practices, security practices, acceptable use, and license quantities unless an SOW expressly assigns a specific administrative task to IUSA.
9.4 No Provider Liability. IUSA is not responsible for Microsoft outages, provider downtime, data loss, feature changes, discontinued services, licensing changes, authentication failures, email filtering, deliverability issues, security incidents, or service limitations except to the extent caused solely by IUSA’s willful misconduct.
9.5 No Backup or Archive Unless Stated. Unless an SOW expressly says otherwise, IUSA does not provide Microsoft 365 backup, archive, eDiscovery, legal hold, compliance, data-retention, or disaster-recovery services.
9.6 End of Cloud Services. When cloud productivity Services end, IUSA may remove its administrative access and stop providing support. If IUSA controls administrative access needed for transition, IUSA will use commercially reasonable efforts to provide or transfer administrative control to Client or Client’s authorized agent by a method chosen by IUSA, after amounts then due are paid.
10. Search Visibility, Marketing, Leads, and Business Performance
10.1 No Performance Responsibility. IUSA is not responsible for any loss, reduction, or change in visibility, marketing performance, customers, leads, search positions, search rankings, traffic, impressions, clicks, conversions, revenue, sales, profits, reputation, account standing, or other actual, anticipated, or projected business result.
10.2 No Performance Warranties. Unless an SOW expressly states a specific written warranty, IUSA makes no warranty or guarantee regarding search positions, rankings, traffic, lead volume, lead quality, conversion rate, website speed, marketing performance, Microsoft 365 performance, email deliverability, or business results.
10.3 Third-Party Algorithms and Policies. Client acknowledges that search engines, browsers, email providers, social platforms, ad platforms, security vendors, Microsoft, registrars, hosting providers, CMS providers, and other third parties may change their algorithms, policies, technologies, prices, availability, or requirements at any time, and those changes are outside IUSA’s control.
11. Confidentiality
11.1 Confidential Information. “Confidential Information” means non-public business, technical, financial, customer, security, credential, pricing, project, or proprietary information disclosed by one Party to the other that is marked confidential or should reasonably be understood to be confidential under the circumstances.
11.2 Use and Protection. Each Party will use the other Party’s Confidential Information only to perform or receive Services, administer the relationship, or exercise rights under this Agreement. Each Party will use reasonable care to protect the other Party’s Confidential Information.
11.3 Permitted Disclosures. IUSA may disclose Client Confidential Information to its employees, contractors, vendors, hosting providers, Microsoft or cloud providers, registrars, payment processors, professional advisors, and other service providers as reasonably needed to perform the Services, provided the disclosure is limited to the purpose of the Services or administration of the relationship. Either Party may disclose Confidential Information if required by law, subpoena, court order, provider requirement, or governmental authority.
11.4 Exclusions. Confidential Information does not include information that is publicly available without breach of this Agreement, already known to the receiving Party without confidentiality obligation, independently developed without use of the disclosing Party’s Confidential Information, or received from a third party without confidentiality obligation.
11.5 Credentials. Credentials, passwords, recovery codes, API keys, and administrative access information are Confidential Information. Client should rotate credentials after offboarding or when reasonably necessary for security.
12. Warranties and Disclaimers
12.1 Limited Services Warranty. IUSA warrants that it will perform the professional Services in a professional and workmanlike manner. Client’s exclusive remedy for breach of this limited warranty is for IUSA to use commercially reasonable efforts to re-perform the affected Services or correct the affected Deliverable if Client reports the issue within thirty (30) days after delivery, launch, or performance of the affected Service.
12.2 Excluded Causes. The limited warranty does not apply to issues caused by Client Materials, Client instructions, Client delay, Client modifications, third-party software or services, provider changes, open-source software, plugins, themes, hosting providers, registrars, Microsoft services, Internet connectivity, cyberattacks, force majeure events, or any item outside IUSA’s reasonable control.
12.3 Disclaimer. Except for the limited warranty in Section 12.1, the Services and Deliverables are provided “as is” and “as available.” To the maximum extent permitted by law, IUSA disclaims all express, implied, statutory, and other warranties, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted service, error-free operation, security, data preservation, and business results.
13. Client Indemnification
13.1 Indemnity. Client will defend, indemnify, and hold harmless IUSA and its owners, officers, directors, members, managers, employees, contractors, agents, successors, and assigns from and against claims, demands, damages, liabilities, losses, costs, expenses, and reasonable attorneys’ fees arising out of or related to: (a) Client Materials; (b) Client’s business, products, services, claims, offers, or customer relationships; (c) Client’s breach of this Agreement or an SOW; (d) Client’s violation of law or third-party rights; (e) Client’s users, employees, contractors, or agents; (f) Client’s use or misuse of the Services; (g) third-party provider accounts or services used for Client; or (h) instructions, approvals, or modifications provided by Client or on Client’s behalf.
13.2 Procedure. IUSA will provide Client reasonable notice of an indemnified claim when practical and will reasonably cooperate with Client at Client’s expense. IUSA may participate in the defense with counsel of its choice at its own expense. Client may not settle a claim in a way that admits fault by IUSA, imposes obligations on IUSA, or restricts IUSA’s business without IUSA’s written consent.
14. Limitation of Liability
14.1 No Indirect Damages. To the maximum extent permitted by law, IUSA will not be liable for indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages; lost profits; lost revenue; lost savings; lost business opportunities; lost goodwill; lost data; lost customers; lost leads; lost traffic; lost search positions; replacement services; business interruption; or any actual, anticipated, or projected performance metric, even if IUSA has been advised of the possibility of such damages.
14.2 General Liability Cap. Except for web hosting Services, which are governed by Section 7.4, IUSA’s total aggregate liability arising out of or related to an SOW or Service will not exceed the amount Client actually paid to IUSA for the affected SOW or affected Service during the three (3) months before the event giving rise to the claim. For a fixed-fee website project, the cap will not exceed the amount Client actually paid to IUSA for that project. Amounts paid to or for third-party providers, licenses, subscriptions, taxes, governmental charges, and pass-through expenses are excluded from this cap.
14.3 Hosting Cap Controls. For web hosting Services, Section 7.4 is Client’s sole remedy and IUSA’s maximum liability.
14.4 Basis of the Bargain. The limitations in this Agreement apply regardless of legal theory, whether in contract, tort, negligence, strict liability, warranty, statute, equity, or otherwise. Client acknowledges that the pricing for the Services reflects these limitations.
15. Term, Termination, and Offboarding
15.1 Term. This Agreement begins when Client first accepts it and continues until terminated. Termination of this Agreement does not automatically terminate an SOW unless the Parties agree or the SOW provides otherwise.
15.2 Termination by Either Party. Either Party may terminate an SOW or recurring Service as stated in the SOW. If the SOW is silent, either Party may terminate a recurring Service on thirty (30) days’ written notice. IUSA may terminate or suspend Services immediately for nonpayment, security risk, abuse, unlawful content, provider requirement, Client breach, or risk to IUSA systems or third-party systems.
15.3 Effect of Client Termination. If Client cancels or terminates a project or Service after work begins, all amounts paid remain non-refundable, and Client remains responsible for fees and third-party costs incurred or committed before termination.
15.4 Effect of IUSA Rejection Before Work Begins. If IUSA decides, in its sole discretion, to reject or not proceed with a project before work begins, IUSA will refund payments received for that rejected project. This is the only refund obligation unless an SOW expressly says otherwise.
15.5 Offboarding Assistance. Offboarding assistance is limited to the obligations expressly stated in this Agreement or the applicable SOW. IUSA may require payment for additional migration, consultation, troubleshooting, reconfiguration, or support after termination.
15.6 Deletion After Termination. After Services end and IUSA has made applicable website files, domain-transfer information, or cloud-administration transition information available as required by this Agreement, IUSA may delete Client data, files, backups, copies, configurations, accounts, and credentials from IUSA-controlled systems after thirty (30) days unless the SOW says otherwise or law requires otherwise.
15.7 Survival. Sections relating to fees, refunds, intellectual property, confidentiality, warranties and disclaimers, indemnification, limitation of liability, termination effects, governing law, and general provisions survive termination.
16. Third-Party Services and Force Majeure
16.1 Third-Party Services. IUSA may use, recommend, configure, resell, or integrate third-party products and services. IUSA is not responsible for third-party acts or omissions, outages, price changes, license changes, discontinued services, security incidents, data practices, support decisions, or policy changes.
16.2 Provider Flow-Down. Client agrees to comply with applicable third-party provider terms. If a provider requires action, suspension, migration, price adjustment, feature change, or termination, IUSA may take commercially reasonable action to comply.
16.3 Force Majeure. IUSA is not liable for delay, failure, outage, loss, or inability to perform caused by events outside IUSA’s reasonable control, including acts of God, severe weather, fire, flood, labor disruption, power failure, Internet outage, provider outage, cyberattack, war, terrorism, civil unrest, government action, pandemic, supply-chain disruption, payment-network issue, registrar or registry issue, Microsoft issue, or other third-party service failure.
17. Independent Contractor
17.1 Relationship. IUSA is an independent contractor. This Agreement does not create a partnership, joint venture, franchise, agency, employment relationship, fiduciary relationship, or exclusive relationship. Neither Party may bind the other without written authorization.
17.2 Subcontractors and Vendors. IUSA may use employees, contractors, vendors, hosting providers, cloud providers, registrars, and other service providers to perform the Services, provided IUSA remains responsible for the Services expressly assigned to IUSA under the applicable SOW.
18. Publicity and Portfolio Use
18.1 Portfolio Rights. Unless Client requests otherwise in writing, IUSA may identify Client as a customer and display publicly available portions of completed websites or Deliverables in IUSA’s portfolio, proposals, case studies, website, and marketing materials. IUSA will not disclose Client Confidential Information in doing so.
18.2 Client Use of IUSA Marks. Client may not use IUSA’s name, logos, trademarks, or branding in press releases, advertising, or public statements without IUSA’s prior written consent, except to identify IUSA as a service provider in ordinary business communications.
19. Assignment
19.1 Client Assignment. Client may not assign this Agreement, an SOW, or rights to Services without IUSA’s prior written consent, which IUSA may withhold in its discretion. A sale, merger, transfer of substantially all assets, change of control, or transfer of the website, domain, Microsoft tenant, or business receiving Services is an assignment requiring IUSA’s consent unless IUSA agrees otherwise in writing.
19.2 IUSA Assignment. IUSA may assign this Agreement or an SOW to a successor, affiliate, or purchaser of substantially all of IUSA’s assets or business related to the Services, or as part of a merger or reorganization.
20. Notices
20.1 Notice Method. Notices must be in writing and may be delivered by personal delivery, recognized courier, certified mail, or email to the addresses stated in the SOW, invoice, Client account, or other written notice. Email notices are deemed given when sent unless the sender receives an automated delivery-failure notice.
20.2 Operational Communications. Routine project communications, approvals, support requests, credentials, notices of downtime, and other operational communications may be handled through email, ticketing systems, project-management systems, or other methods IUSA uses for the Services.
21. Governing Law and Venue
21.1 Law. This Agreement and each SOW are governed by the laws of the State of Arkansas, without regard to conflict-of-law rules.
21.2 Venue. The Parties consent to exclusive jurisdiction and venue in the state and federal courts serving Independence County, Arkansas, for disputes arising out of or related to this Agreement, any SOW, or the Services.
22. General Provisions
22.1 Entire Agreement. This Agreement, together with the applicable SOW, is the entire agreement between the Parties regarding the Services and supersedes all prior or contemporaneous proposals, discussions, understandings, and agreements regarding those Services.
22.2 Amendments. This Agreement may be amended only by a written document signed or electronically accepted by both Parties. An SOW may be amended by a written change order, written approval, or other written communication accepted by both Parties.
22.3 No Waiver. A Party’s failure to enforce a provision is not a waiver. A waiver must be in writing and applies only to the specific instance stated.
22.4 Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in effect.
22.5 Electronic Signatures and Counterparts. This Agreement and any SOW may be signed or accepted electronically and in counterparts. Electronic signatures, electronic approvals, scanned signatures, and records of electronic acceptance are intended to have the same effect as original signatures.
22.6 Headings. Headings are for convenience only and do not affect interpretation.