Business Email Link Template

BUSINESS EMAIL LINK AGREEMENT

Effective Date:

RECITALS

WHEREAS, Service Provider operates or controls commercial email communications, including employee email signatures and outbound marketing emails, and offers placement of a promotional hyperlink or linked content in such emails; and

WHEREAS, Client desires to obtain placement of a link to Client content or promotions within Service Provider's specified email placements, subject to the terms, scope, and compensation set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective obligations and payment terms with respect to the placement of such link(s).

1. SCOPE OF WORK

Service Provider will implement and maintain the link(s) described below (the "Link Placement") in the specified email placements and formats during the Term. The Link Placement shall be implemented in a commercially reasonable manner and shall conform to the technical and content specifications approved in writing by both parties.

2. PAYMENT TERMS

In consideration for the Link Placement, Client shall pay Service Provider the fees set forth below in accordance with the invoicing and payment schedule. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

All late payments shall accrue interest at the rate specified above from the invoice due date until paid. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred to collect any overdue amounts.

3. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until the End Date or until earlier terminated as provided below.

Either party may terminate this Agreement for the other's material breach that remains uncured after written notice and a cure period equal to the Notice Period specified above. Either party may also terminate for convenience upon the Notice Period. Termination will not relieve Client of its obligation to pay for Link Placement performed prior to termination or for invoiced amounts due.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public business, technical and financial information disclosed by the other party (the "Disclosing Party") in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information includes, without limitation, email recipient lists, customer data, campaign metrics, and any non-public pricing.

The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that: (i) is or becomes generally known to the public other than through a breach of this Agreement; (ii) was in the Receiving Party's lawful possession before receipt from the Disclosing Party; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

If disclosure is compelled by law, the Receiving Party shall provide prompt written notice to the Disclosing Party (to the extent legally permitted) and cooperate in any reasonable effort to obtain confidential treatment or a protective order.

5. INTELLECTUAL PROPERTY

Client represents and warrants that it has all rights necessary to authorize the Link Placement and to grant any licenses to the content it provides to Service Provider. Client retains all right, title and interest in and to Client Content; Service Provider retains all right, title and interest in and to its preexisting materials, templates and tools. Client grants Service Provider a limited, non-exclusive, revocable license to use Client Content solely to perform the Link Placement during the Term.

6. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of that party's breach of its representations, warranties or obligations under this Agreement, or arising from its negligent or willful misconduct. The indemnifying party's obligations are conditioned on the indemnified party providing prompt written notice of the claim, permitting the indemnifying party to control the defense and settlement, and providing reasonable cooperation.

7. LIMITATION OF LIABILITY

EXCEPT FOR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUES OR PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY. EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

9. ENTIRE AGREEMENT

This Agreement, together with any exhibits or ordered statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest in connection with a merger or sale of substantially all assets. The parties are independent contractors; no agency, partnership, joint venture or employment relationship is created by this Agreement.

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