Business Texting Service Agreement

BUSINESS TEXTING SERVICE AGREEMENT

This Business Texting Service Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: with principal place of business at , and Client Name: with principal place of business at .

RECITALS

WHEREAS, Service Provider operates and maintains a platform and related services for sending text (SMS/MMS) messages for business purposes and related messaging infrastructure, and offers compliance, deliverability, and reporting services to business customers; and

WHEREAS, Client desires to engage Service Provider to provide business texting services for the purpose of contacting Client’s customers and prospects for the campaign types described as: , and Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. Fees are exclusive of taxes unless otherwise stated.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice of such breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"). Confidential Information includes non-public business information, customer lists, message content that is not public, and technical and pricing information. The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, is rightfully received from a third party without restriction, or is independently developed without using the Disclosing Party’s Confidential Information.

DATA SECURITY AND COMPLIANCE

Service Provider will implement commercially reasonable administrative, physical, and technical safeguards appropriate to the nature of the data processed to protect message content and recipient data. Client acknowledges that messaging services involve third-party carriers and routing and that absolute message delivery cannot be guaranteed.

Client represents and warrants that it has obtained all consents and authorizations necessary under applicable law to send messages to each recipient and that the content and use of the messaging service will comply with all applicable legal requirements, industry standards, and carrier policies. Client agrees to indemnify and hold Service Provider harmless for claims arising from Client’s failure to secure required consents.

Client affirms that it has obtained prior express consent from recipients to receive text messages and that Client will maintain records of such consent for the retention period required by applicable law.

MESSAGE CONTENT AND OPT-OUT

Client is solely responsible for the content of messages sent through the Service. Messages must not contain unlawful, fraudulent, obscene, or otherwise prohibited material. Client must provide an automated and functioning opt-out mechanism (e.g., reply "STOP") and honor opt-out requests promptly as required by applicable standards.

INDEMNIFICATION

Client shall defend, indemnify and hold Service Provider and its officers, directors, employees and agents harmless from and against any and all claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of or related to Client’s content, Client’s failure to obtain required consents, or Client’s breach of this Agreement.

LIMITATION OF LIABILITY

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR A PARTY’S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SERVICE PROVIDER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

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; AMENDMENT

This Agreement (including all exhibits and schedules hereto, if any) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements, representations, and understandings. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign or transfer this Agreement in connection with a merger, acquisition or sale of substantially all its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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