Email Communication Links

Email Communication Links Agreement

This Email Communication Links Agreement (the Agreement) is entered into as of by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client desires to embed, deploy and manage hyperlinks and associated tracking and redirection mechanisms within electronic mail communications sent on behalf of Client; and

WHEREAS, Provider has expertise and will supply the design, hosting, management, and operational support of email communication links, including but not limited to tracking links, confirmation links, unsubscribe mechanisms, and branded redirect links, subject to the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth the scope, fees, confidentiality and other terms governing Provider’s performance and Client’s use of the links and associated services.

PARTIES AND CONTACTS

SCOPE OF WORK

Provider will perform the following services in accordance with the standards of the industry and this Agreement. Provider’s obligations include design, configuration, hosting, monitoring, support and change management for email links specified below, and reasonable cooperation with Client’s technical staff.

EMAIL LINKS INVENTORY

The parties will maintain an inventory of link identifiers and purposes. Provider will configure each link consistent with the inventory and Client’s instructions. For each link, indicate label, link destination identifier, and function.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for Provider’s services. All fees are due in accordance with the schedule below. Unless otherwise agreed in writing, invoices are payable in United States dollars.

If Client fails to pay undisputed amounts when due, Provider may suspend link services after providing written notice and the opportunity to cure for the period identified in that notice. Client is responsible for reasonable collection costs, including attorneys’ fees, for past-due amounts.

TERM AND TERMINATION

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

Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after written notice. Termination does not relieve Client of payment obligations for services performed prior to termination.

CONFIDENTIALITY

Each party shall treat as confidential and shall not disclose to any third party any Confidential Information of the other party. “Confidential Information” includes technical, operational, business and customer information, link inventories, configurations, and any non-public materials related to the parties’ services under this Agreement. Confidential Information does not include information that is or becomes generally available to the public other than through a breach of this Agreement, or information rightfully received from a third party without restriction.

The receiving party shall use at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Disclosure is permitted to the receiving party’s employees, contractors and advisors who have a need to know and are bound by confidentiality obligations consistent with this Agreement.

DATA SECURITY & COMPLIANCE

Provider shall implement commercially reasonable administrative, technical and physical safeguards to protect data associated with email links and link activity. Provider will promptly notify Client of any unauthorized access or security incidents involving Client data and cooperate in remediation.

Both parties shall comply with applicable anti-spam, consumer protection and privacy laws in the collection, storage and use of data related to email communications and links. Provider makes no warranty that Client’s use will comply with all laws; Client retains responsibility for lawful content and recipient consent.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that services will be performed in a professional manner. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS. PROVIDER’S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall 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, including any attachments, appendices and link inventories agreed in writing, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the contact information provided above. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

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