Client Communication SMS Form

CLIENT COMMUNICATION SMS AGREEMENT

This Client Communication SMS Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Service Provider offers electronic messaging and campaign management services, including short message service (SMS) distribution and related analytics to business clients; and

WHEREAS, Client desires to engage Service Provider to send SMS messages to the Client's customers and contacts listed under this Agreement subject to the terms, representations and warranties set forth herein; and

WHEREAS, the parties intend to memorialize the services to be performed, payment obligations, compliance responsibilities, and confidentiality protections in this Agreement.

SCOPE OF WORK

Service Provider will provide SMS campaign services to Client as described below. Services include message composition assistance, message scheduling, delivery, reporting, and limited contact list management. Specific obligations and deliverables are set forth by the parties in the space below.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services rendered. All fees are exclusive of applicable taxes which shall be the responsibility of Client unless otherwise agreed in writing.

Monthly billing for ongoing services

One-time setup/implementation fee

Per-message billing at agreed unit rates

Service Provider will invoice Client in accordance with the selected schedule. Payments not received within thirty (30) days of invoice date shall accrue the late fee specified above and may result in suspension of services until payment is made. Client remains responsible for all collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated, continues until .

Either party may terminate this Agreement upon written notice if the other party materially breaches a provision and fails to cure within thirty (30) days after receipt of written notice. Service Provider may immediately suspend services upon Client's failure to timely pay any undisputed fees.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information provided by the other party that is marked or reasonably understood to be confidential ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, independently developed by the receiving party, or rightfully obtained from a third party without restriction. The receiving party shall use Confidential Information solely for performance under this Agreement and shall not disclose it to third parties except to employees, subcontractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Upon termination of this Agreement, each party will promptly return or destroy the other party's Confidential Information and certify such destruction upon request.

Client acknowledges and agrees to the confidentiality obligations set forth above.

COMPLIANCE, CONSENT AND INDEMNIFICATION

Client represents and warrants that, prior to providing contact numbers to Service Provider, Client has obtained all legally required consents from recipients to receive SMS communications, including any required written or electronic opt-in acknowledgments. Client shall maintain records of such consents and provide them to Service Provider upon request.

Client shall indemnify, defend and hold harmless Service Provider and its affiliates from and against any claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client's failure to obtain required consents, Client-provided content that is unlawful or infringing, or Client's breach of this Agreement. Service Provider will promptly notify Client of any claim that may give rise to indemnification and will reasonably cooperate in the defense.

Client authorizes Service Provider to transmit messages on Client's behalf. Messages will include a clear and conspicuous opt-out instruction such as "Reply STOP to unsubscribe." Client acknowledges that recipients who reply with an opt-out request will be removed from future messaging lists in accordance with the parties' procedures.

DATA SECURITY

Service Provider will implement commercially reasonable administrative, physical and technical safeguards designed to protect Client data from unauthorized access, use or disclosure. Service Provider's obligations do not extend to breaches resulting from Client's negligence, client's failure to follow instructions, or acts of third parties beyond Service Provider's control.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any action to enforce this Agreement shall be brought in the state or federal courts located in the county of the chosen governing state.

ENTIRE AGREEMENT

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

Sign Now