Business SMS Agreement

Business SMS Agreement

This Business SMS Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider: with address and Client Name: with address .

WHEREAS

WHEREAS, Provider operates an SMS messaging platform and associated services for the delivery, management and reporting of text messages to end users; and

WHEREAS, Client desires to engage Provider to send text message communications to Client's subscribers, customers, or other recipients on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Services include but are not limited to: message delivery, campaign scheduling, reporting, handling opt-out requests, and basic deliverability support. Provider will attempt reasonable efforts to deliver messages but does not guarantee delivery or delivery times.

Payment Terms

Client shall pay Provider for the services as follows:

Late payments shall accrue interest at on overdue balances, or the maximum rate permitted by law, whichever is less. Client is responsible for all taxes, assessments, or levies related to services, excluding taxes based on Provider's net income.

Term and Termination

The initial term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Provider may suspend or terminate services immediately for material breach, unlawful activity, non-payment, or actions that threaten network integrity or violate applicable law.

Upon termination, Client shall pay Provider for all services performed and messages transmitted through the effective date of termination. Provider will, at Client's written request and subject to payment of outstanding fees, provide a reasonable export of Client message data.

Confidentiality

Each party shall maintain in confidence and not disclose to any third party Confidential Information of the other party, defined as non-public information marked or identified as confidential or that should reasonably be understood to be confidential. Confidential obligations shall continue for years following termination, except where a longer retention period is required by law.

Data Security and Privacy

Client is responsible for obtaining all consents and authorizations required under applicable telecommunications, privacy and consumer protection laws prior to submission of any recipient contact information to Provider. Client warrants that it will not submit numbers for which it does not have valid consent to receive SMS messages.

Opt-out and Message Compliance

Client shall include in each message clear opt-out instructions (e.g., reply STOP). Provider will honor opt-out requests and implement suppression of opted-out numbers. Client agrees to accept and handle inbound replies, and to comply with carrier and industry standards governing content, frequency, and prohibited material.

Client represents and warrants that it has obtained prior express written or electronic consent from all message recipients to receive the messages described in this Agreement.

Indemnification and Liability

Client shall indemnify, defend and hold harmless Provider and its officers, directors and agents from any claims, losses or liabilities arising out of Client's content, violation of law, or failure to obtain required consents. Provider's sole liability for direct damages arising under this Agreement shall be limited to the lesser of actual damages or USD. Neither party shall be liable for special, incidental, punitive or consequential damages.

Representations and Warranties

Each party represents that it has the full power and authority to enter into this Agreement and perform its obligations. Provider warrants that it will exercise commercially reasonable efforts to provide the services in a professional manner consistent with industry standards.

Force Majeure

Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including but not limited to acts of nature, telecommunications failures, or governmental actions. Affected obligations shall be suspended for the duration of the force majeure event.

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.

Entire Agreement

This Agreement, together with any exhibits or addenda executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral.

Notices

Additional Provisions

No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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