Business Text List

Business Text List Agreement

This Agreement is made effective as of by and between:

Recitals

WHEREAS, Client desires to obtain from Service Provider a curated list of business mobile contact numbers and related contact metadata for use in permitted text messaging communications (the "Business Text List"); and

WHEREAS, Service Provider represents that it compiles, maintains, and will deliver the Business Text List in accordance with the terms, representations, and warranties set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the Business Text List and related services.

Scope of Work

Service Provider shall compile, verify, and deliver to Client a Business Text List meeting the specifications below and shall provide ongoing updates or maintenance as agreed. Deliverables, format, and schedule are described in the Scope of Work.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for delivery and ongoing maintenance of the Business Text List. All amounts are in U.S. dollars unless otherwise stated.

Client shall pay reasonable collection costs, including attorneys' fees, for past-due amounts if Service Provider pursues collection. Check if Client agrees to reimburse reasonable collection costs:

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period above. Upon termination, Service Provider shall deliver any completed portions of the Business Text List and Client shall pay for all services performed through the effective termination date.

Confidentiality

"Confidential Information" means nonpublic business, technical, financial, and customer data, including the Business Text List itself, provided by one party to the other. Each party shall: (a) use Confidential Information only to perform under this Agreement; (b) restrict disclosure to its employees, agents, and contractors on a need-to-know basis and who are bound to confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes publicly known through no breach hereof; (ii) is already in the receiving party's possession without obligation of confidentiality; (iii) is received from a third party without duty of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Compliance, Representations, and Indemnification

Service Provider represents and warrants that it has obtained all necessary rights to compile and provide the Business Text List and that the delivery and use of the Business Text List, as contemplated by this Agreement, will be performed in compliance with applicable telemarketing, privacy, and data-protection laws and regulations. Client represents that it will use the Business Text List only in compliance with applicable law and industry best practices.

Each party shall indemnify, defend, and hold harmless the other from and against any third-party claims, liabilities, losses, damages, fines, or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of its representations, warranties, or obligations under this Agreement, or the indemnifying party's negligent or willful misconduct.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY, FRAUD, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict-of-law principles. The parties shall attempt to resolve disputes through good faith negotiation prior to initiating litigation.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Acknowledgments

Client acknowledges that Service Provider's obligations are limited to those expressly set forth in this Agreement and that Service Provider does not guarantee the outcome of Client's messaging campaigns. Client is solely responsible for message content and compliance with recipient consent requirements.

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