Email Authorization Form

EMAIL AUTHORIZATION AGREEMENT

This Email Authorization Agreement (the "Agreement") is made by and between Client Name: with primary contact email: , and Service Provider Name: with contact email: . Effective Date:

WHEREAS

WHEREAS, Client desires to authorize Provider to send, receive, access, and manage certain categories of email communications on Client's behalf and to use designated email addresses for the purposes described in this Agreement; and

WHEREAS, Provider has the systems, personnel and technical controls necessary to perform such email-related services and to maintain records of communications in accordance with industry standards and the terms of this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the authorization, control, limitations, and legal obligations applicable to the sending and handling of electronic mail on behalf of Client.

SCOPE OF AUTHORIZATION

AUTHORIZATION AND CONSENT

Client expressly authorizes Provider to send, receive, access, store and otherwise process emails using the authorized addresses and domains listed above for the purposes set forth in the Scope of Authorization. This authorization includes the sending of transactional, informational, marketing, and administrative messages only to the extent expressly permitted in the Scope of Authorization and consistent with applicable law.

Client represents and warrants that Client has the right to grant this authorization for the email addresses provided and that use of such addresses for the authorized purposes will not violate any third-party rights or applicable law. Provider will act only within the limits of this authorization and any written instructions provided by Client.

PAYMENT TERMS

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period set forth above. Upon termination, Provider shall cease sending any new emails on behalf of Client and shall, where requested, return or securely delete Client data in Provider possession in accordance with the Confidentiality and Data Handling provisions.

CONFIDENTIALITY

Each party shall treat as confidential all non-public business, technical and personal data disclosed by the other party in connection with this Agreement, including email content and recipient lists ("Confidential Information"). Confidential Information shall not be disclosed to third parties except as required to perform the authorized services, and each party shall use at least the same degree of care to protect the other party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

SECURITY, DATA HANDLING AND RECORDS

Provider shall implement reasonable administrative, physical and technical safeguards appropriate to the nature of the data to protect email content and recipient information from unauthorized access, disclosure, alteration or destruction. Provider shall maintain records of email transmissions and deliverability data sufficient to demonstrate compliance with this Agreement and applicable law. Provider shall notify Client promptly of any security incident materially affecting Client data.

REVOCATION, OPT-OUT AND COMPLIANCE

Client may revoke this authorization in whole or in part by providing written notice to Provider. Provider shall implement any revocation within a commercially reasonable period and shall honor recipient opt-out requests promptly. Provider and Client each agree to comply with all applicable anti-spam, privacy, consumer protection and other laws governing electronic communications.

LIABILITY AND INDEMNIFICATION

Each party shall indemnify and hold harmless the other from claims, liabilities, losses and expenses arising out of the indemnifying party's breach of this Agreement, violation of law, or negligent or willful acts relating to the email activities authorized hereby. Except for willful misconduct or gross negligence, neither party's liability for direct damages under this Agreement shall exceed the total fees paid by Client to Provider in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written instructions executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof, superseding all prior and contemporaneous agreements and understandings, whether written or oral.

By signing below, the undersigned represent and warrant that they are authorized to bind their respective parties to the terms of this Agreement. Electronic signatures, including signatures transmitted by scanned image or other electronic means, shall have the same force and effect as original signatures.

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