Business SMS Document

BUSINESS SMS DOCUMENT

This Business SMS Document (the "Agreement") is made and entered into by and between:

RECITALS

WHEREAS, Service Provider operates a business offering commercial short message service (SMS) marketing and related messaging services and technologies; and

WHEREAS, Client seeks to engage Service Provider to send SMS messages to Client's customers and prospects and to manage opt-in, opt-out, and campaign reporting under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider will provide SMS campaign management, message delivery, opt-in/opt-out handling, compliance monitoring, reporting, and related services as described below. Specific campaign parameters and deliverables shall be set forth in the scope description.

SMS MESSAGING TERMS AND COMPLIANCE

Client represents and warrants that it has obtained prior, express, written consent from each recipient to receive promotional and transactional SMS messages. Service Provider will not knowingly send messages to numbers lacking valid consent. Client will provide audited consent records upon request. Client is solely responsible for the content of messages and for compliance with applicable communications and privacy laws; Service Provider will apply reasonable procedures to assist compliance and will suspend delivery upon a good-faith belief of noncompliance.

Each message will include clear identification of the sender and an easy mechanism for recipients to opt out. The parties agree the standard opt-out keyword will be STOP (or another mutually agreed keyword), and that opt-out requests will be processed promptly and within applicable timeframes.

Promotional Transactional Alerts/Reminders

PAYMENT TERMS

Client shall pay Service Provider for services in accordance with the terms below. All fees are due in U.S. dollars unless otherwise agreed.

Upfront deposit Monthly invoicing Per-message billing

Client is responsible for any carrier fees and applicable taxes associated with message delivery. Service Provider may suspend services for nonpayment after providing written notice in accordance with the Notices provision below.

TERM AND TERMINATION

This Agreement commences on the Effective Date below and continues for the term specified, unless earlier terminated as provided herein.

Effective Date:    Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure within the notice period set forth above. Termination for convenience by either party requires written notice in accordance with Notices.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public, proprietary, or confidential information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is independently developed without reference to the other's Confidential Information, or is required to be disclosed by law or order of a court or regulatory authority (subject to prior notice to the disclosing party to permit protective measures).

The receiving party shall use Confidential Information only for the performance of this Agreement, restrict access to employees and contractors who have a need to know, and implement reasonable safeguards to protect confidentiality. Upon termination or written request, Confidential Information shall be returned or destroyed except to the extent retained in archival backups.

INDEMNITY AND LIMITATION OF LIABILITY

Client agrees to indemnify and hold harmless Service Provider and its officers, employees, and agents from third-party claims arising out of Client's message content, Client's failure to obtain required consents, or Client's breach of this Agreement. Service Provider shall indemnify Client for claims arising solely from Service Provider's gross negligence or intentional misconduct in the provision of services.

Except for indemnification obligations, neither party shall be liable for incidental, consequential, special, or punitive damages. Each party's aggregate liability for direct damages arising under this Agreement shall not exceed the fees paid by Client to Service Provider in the six (6) months preceding the event giving rise to the claim.

DATA SECURITY AND PRIVACY

Service Provider will maintain commercially reasonable administrative, physical, and technical safeguards to protect personal data processed under this Agreement. Client is responsible for ensuring proper consents and notices with respect to personal data and will provide Data Subjects' requests to the extent required by applicable law. Each party will comply with applicable data protection and privacy requirements.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail (return receipt requested), or recognized overnight courier. Notice is effective upon receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state chosen below without regard to conflict-of-law principles. The parties agree to attempt good-faith negotiation to resolve disputes, and any unresolved dispute shall be resolved in the state or federal courts located in the chosen jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written 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, and communications, whether oral or written. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

CERTIFICATIONS

By executing this Agreement, Client certifies that it has obtained all necessary consents from message recipients and that the messages will comply with applicable laws and carrier requirements. Service Provider certifies that it will operate in accordance with industry-standard practices for message delivery and opt-out processing.

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