Client SMS Request Form

CLIENT SMS REQUEST FORM

Parties and Recitals

This Client SMS Request Form and Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: .

WHEREAS, Client desires that Provider send Short Message Service (SMS) communications on Client's behalf in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it maintains systems, operational controls and compliance processes to send SMS messages and to implement required opt-out, consent, and security measures; and

WHEREAS, the parties wish to set forth the scope, payment, confidentiality and termination provisions governing such SMS services.

Client and Contact Information

Scope of Work

Provider will perform the following services on behalf of Client. Provider will send messages only as authorized below and will not materially deviate from these specifications without prior written approval.

Consent, Data and Compliance

Client represents and warrants that it has obtained and shall maintain, prior to submission of any telephone number for messaging, valid, affirmative and documentable consent from each recipient for receiving SMS communications for the purposes identified herein. Client further warrants that all recipient contact data provided to Provider is accurate and that Client will indemnify Provider for claims arising from Client's failure to obtain or maintain such consent.

I certify that I have obtained prior express written consent from all recipients on the lists supplied to Provider and that those recipients have agreed to receive SMS messages for the stated purposes.

Provider will implement and honor a clear opt-out mechanism. Provider is authorized to process opt-out requests and to remove or flag recipients as required to prevent further messaging.

Payment Terms

Payments not made when due shall accrue interest at the rate specified above and Client shall reimburse Provider for any reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate for material breach by the other party if the breach remains uncured for the notice period specified above. Termination does not relieve Client of payment obligations for services performed prior to the effective date of termination.

Confidentiality

Each party shall treat as confidential all non-public business, technical and personal data of the other party disclosed in connection with this Agreement (including recipient lists), and shall not disclose such information to any third party except to its employees, contractors or agents who need access to perform the services and who are bound by confidentiality obligations. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party or is rightfully received from a third party without restriction.

Data Security and Handling

Provider shall maintain commercially reasonable administrative, physical and technical safeguards to protect personal data related to recipients. Provider will promptly notify Client of any unauthorized access or data breach affecting recipient data that materially impacts the services.

Indemnification

Client agrees to defend, indemnify and hold harmless Provider and its affiliates, officers, employees and agents from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's failure to obtain necessary consents, or Client-provided content that infringes third-party rights or violates applicable law.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or Client's indemnification obligations, neither party's cumulative liability to the other for any claim arising under or related to this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during the three months preceding the event giving rise to the claim.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State or jurisdiction specified below without regard to its conflicts of law rules. The parties expressly submit to the exclusive jurisdiction of the courts located therein for disputes arising under this Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any modifications must be made in writing and signed by authorized representatives of both parties.

Acknowledgments and Additional Provisions

Client acknowledges that Provider may engage third-party carriers and subcontractors in performing the services. Provider shall remain responsible for the acts and omissions of such third parties to the extent required by applicable law or as otherwise agreed in writing.

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