Email Service Contract

EMAIL SERVICE CONTRACT

RECITALS

This Email Service Contract ("Agreement") is entered into as of Effective Date: , by and between Provider Name: and Client Name: .

WHEREAS, Provider maintains and operates email delivery, reputation management, and related messaging services and agrees to provide such services to the Client on the terms set forth herein; and

WHEREAS, Client desires to engage Provider to perform the services described below and Provider agrees to perform such services subject to the terms of this Agreement.

PARTIES AND CONTACTS

SCOPE OF SERVICES

Provider will perform email services which may include campaign delivery, transactional email processing, deliverability monitoring, reputation management, template hosting, bounce handling, and reporting, as further described below.

PAYMENT TERMS

Client shall pay Provider the fees specified below in consideration for the Services. Fees are exclusive of taxes unless otherwise stated.

A late fee of per month (or the maximum allowed by law, if lower) and a fixed administration charge of shall apply to overdue amounts. Provider may suspend Services for nonpayment after days' written notice.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of thirty (30) days after written notice, or immediately upon insolvency or assignment for the benefit of creditors. Upon termination, Client will pay Provider for all Services performed through the effective date of termination and any non-cancellable third-party charges incurred by Provider.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential information shall not include information that is (i) publicly known through no breach of this Agreement, (ii) rightfully received from a third party without restriction, or (iii) independently developed without use of the other's confidential information.

The receiving party shall use at least the same degree of care to protect confidential information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Upon termination, the receiving party shall return or destroy confidential materials and certify destruction upon request, except to the extent retention is required by law or reasonable archival policies.

DATA PROTECTION AND EMAIL CONTENT

Provider shall implement and maintain commercially reasonable technical and organizational measures to protect personal data contained in email content against unauthorized access, disclosure, alteration, and destruction. Provider shall not disclose Client email content to third parties except as necessary to perform the Services or as required by law, and shall notify Client of any unauthorized access affecting Client data within hours of discovery.

INTELLECTUAL PROPERTY

Client grants Provider a limited, non-exclusive, non-transferable license to use Client trademarks, logos, and content solely to perform the Services. Provider retains ownership of its preexisting tools, platforms, and methodologies. Deliverables created specifically for Client under this Agreement shall be deemed "work made for hire" to the extent permitted by law; if not, Provider assigns to Client all right, title and interest in such deliverables upon full payment, except for Provider's underlying proprietary software and tools.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES.

Client agrees to indemnify, defend, and hold harmless Provider from and against any third-party claims arising out of Client's content, misuse of the Services, or violation of applicable law. Provider agrees to indemnify Client for third-party claims arising from Provider's gross negligence or willful misconduct in performing the Services.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt to resolve disputes in good faith prior to initiating litigation.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any statements of work or exhibits executed contemporaneously, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an acquirer of substantially all of Provider's assets. Notices shall be given in writing to the contact addresses provided above.

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