Email Marketing Bulk Email

EMAIL MARKETING BULK EMAIL SERVICES AGREEMENT

Parties and Effective Date

This Agreement is made effective as of by and between:

Recitals

WHEREAS, Client desires to engage Service Provider to deliver bulk email marketing campaigns and related services in accordance with the terms and conditions of this Agreement; and

WHEREAS, Service Provider represents that it has the technical capability, systems, and expertise to send, monitor, and report on bulk email campaigns while implementing industry-standard deliverability and compliance practices; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, compliance responsibilities, and other provisions governing the relationship.

Scope of Work

Service Provider shall perform the services described below in accordance with the specifications, schedules, and approval processes set forth in this Agreement.

Anticipated monthly volume: recipients per month.

Client-supplied list    Provider-supplied list    Third-party list (identify below)

Client represents and warrants that all recipients on lists provided by Client have given prior, lawful consent to receive commercial electronic messages and that Client will maintain documentation of such consent for a period of .

Unsubscribe handling: Service Provider will process opt-outs within and maintain suppression lists. Client shall not attempt to re-upload unsubscribed addresses.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services. All amounts are due in U.S. dollars unless otherwise agreed in writing.

Invoices are due within days of invoice date. Late payments accrue interest at per month or the maximum permitted by law, whichever is lower.

Term and Termination

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

Start Date:    End Date:

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breach is not cured within days after written notice specifying the breach.

Confidentiality

Each party acknowledges that during the term of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidentiality obligation survives termination for years, except that trade secrets shall remain protected for as long as permitted by law.

Compliance, Data Protection and Indemnification

Both parties shall comply with all applicable laws and regulations governing commercial electronic messaging, including requirements related to consent, content, header information, and unsubscribe handling. Client is responsible for the accuracy and lawfulness of recipient data; Provider is responsible for lawful transmission practices.

Client confirms: Client has obtained lawful consent for recipients on client-provided lists.

Provider confirms: Provider will implement commercially reasonable deliverability and anti-abuse controls.

Each party shall indemnify and hold harmless the other party from and against third-party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, violation of applicable law, or negligent or willful misconduct.

Intellectual Property

Client retains ownership of Client Content and recipient lists provided by Client. Client grants Provider a limited, non-exclusive, non-transferable license to use Client Content and recipient lists solely to perform the services. Provider retains ownership of Provider tools, templates, deliverability technology, and any general know-how developed independently of Client Content.

Warranties; Limitation of Liability

Provider warrants that services will be provided with reasonable care and skill. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

Except for liability arising from willful misconduct or gross negligence or a party's indemnification obligations, each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider in the preceding twelve (12) months. Cap on liability:

Governing Law

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

Entire Agreement

This Agreement, together with any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendments to this Agreement must be in writing and signed by authorized representatives of both parties.

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