Communication Texting Agreement

COMMUNICATION TEXTING AGREEMENT

This Communication Texting Agreement ("Agreement") is entered into effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to receive and authorize certain communications by short message service (SMS), multimedia messages (MMS) or similar text-based messaging channels from Provider in connection with the services described below; and

WHEREAS, Provider maintains systems and processes to send, receive, store and, where authorized, bill for text-based communications and agrees to comply with the terms of this Agreement governing content, frequency, consent, confidentiality, and security.

WHEREAS, the parties wish to set forth their respective obligations and the terms under which texting communications will occur.

SCOPE OF WORK

Provider will send and manage text-message communications to Client for the purposes set forth below. The specific nature, frequency and content categories of permitted messages are described in the box.

AUTHORIZED COMMUNICATIONS; CONSENT

Client hereby expressly consents to receive text messages at the telephone number(s) provided to Provider and authorizes Provider to use automated dialing or messaging systems where necessary. Client acknowledges that message frequency may vary based on service needs.

Message categories (select all that apply):

Transactional or service-related (e.g., appointment reminders, service notifications)

Marketing or promotional communications (requires affirmative consent)

Client acknowledges that standard message and data rates from Client's mobile carrier may apply. Client may withdraw consent for future messages at any time by providing notice to Provider using the opt-out procedure described below; withdrawal does not relieve Client of payment obligations for communications already sent or services already performed.

PAYMENT TERMS

In consideration for Provider's communications and related services, Client will pay Provider as set forth below.

Provider may suspend texting services if payments are overdue beyond any grace period set forth above. Client remains responsible for fees for communications sent prior to suspension or termination.

TERM AND TERMINATION

This Agreement commences on and will continue until unless earlier terminated as provided herein.

Either party may terminate for material breach if the breaching party fails to cure within the notice period set forth above. Termination does not relieve Client of obligations to pay for services and messages sent prior to termination.

CONFIDENTIALITY

Each party will treat as Confidential Information the non-public information disclosed in connection with this Agreement, including message content, telephone numbers, and any contact lists. Confidential Information does not include information that (i) is or becomes publicly available other than through a breach of this Agreement, (ii) is rightfully obtained from a third party without breach, or (iii) is independently developed without access to Confidential Information.

Receiving party will use at least reasonable administrative, technical and physical safeguards to protect Confidential Information and will restrict access to personnel with a need to know. On termination or upon written request, receiving party will return or securely destroy Confidential Information, except as retention is required by law or to preserve proof of compliance with opt-out requests.

DATA SECURITY AND COMPLIANCE

Provider will implement commercially reasonable security measures appropriate to the sensitivity of the information to protect texting data from unauthorized access. Provider will process opt-out requests promptly and will not use Client contact information for purposes beyond those authorized in this Agreement without additional consent.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for breaches of confidentiality or willful misconduct, neither party will be liable for incidental, consequential, special, or punitive damages arising from this Agreement. Provider's aggregate liability for any claim arising out of or related to this Agreement will not exceed the fees paid by Client to Provider in the twelve (12) months preceding the claim.

Client will indemnify, defend and hold Provider harmless from and against any third-party claims arising from Client-provided content, lists, or instructions that cause Provider to violate applicable law or third-party rights, except to the extent such claims result from Provider's gross negligence or willful misconduct.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties with respect to texting communications and supersedes all prior oral or written agreements on the subject. Any amendment must be in writing and signed by both parties.

NOTICES

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