Legal Messaging Policy

LEGAL MESSAGING POLICY

This Legal Messaging Policy (the "Policy") is made effective as of Effective Date: , by and between Company Name: , an entity organized as: Corporation LLC Partnership Individual , with principal place of business at (hereafter "Company"), and Counterparty Name: , with address at (hereafter "Counterparty"). Company and Counterparty are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Company operates messaging channels for communications with consumers, customers, or other recipients and desires to ensure that such communications comply with applicable legal, regulatory and contractual obligations; and

WHEREAS, Counterparty will send, receive, facilitate, or otherwise be involved with the transmission of electronic messages on behalf of Company or its customers and must adhere to standards governing content, consent, security, recordkeeping and recipient rights; and

WHEREAS, the Parties desire to set forth the obligations, procedures and remedies that apply to messaging activity subject to this Policy.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

1. DEFINITIONS

For purposes of this Policy, the following terms have the meanings set forth below:

"Message" means any text, multimedia message, automated communication, push notification, or electronic notice transmitted to a recipient via short message service (SMS), multimedia message service (MMS), over-the-top messaging, email, or other electronic messaging channel.

"Consent" means an affirmative authorization by a recipient to receive Messages in the form required by applicable law and as documented in Company or Counterparty systems.

2. SCOPE

This Policy governs all Messages transmitted by Counterparty on behalf of Company, including Messages to prospective and existing customers, vendors, and partners, and applies to all messaging channels used for business communications.

3. PERMITTED USE AND CONTENT STANDARDS

3.1 Message Content. Messages must be accurate, not misleading, and limited to content necessary to the business purpose stated at the time of Consent. Messages that contain fraudulent, abusive, harassing, or otherwise unlawful content are strictly prohibited.

3.2 Mandatory Disclosures. Each Message that promotes a product, service, or account information must contain clear identification of the sender and, where applicable, a concise description of the nature of the Message and any material terms.

3.3 Prohibited Practices. Call-to-action phrases that are deceptive, automated dialing where prohibited, spoofing of sender identity, and use of harvested or otherwise unlawful recipient lists are prohibited.

4. CONSENT, OPT-IN AND OPT-OUT

4.1 Documentation of Consent. Counterparty shall obtain, verify and retain records evidencing Consent where required by law. Records shall include the method of consent collection, the identity of the consenting party, the date and time, and the consent language presented.

4.2 Opt-Out Mechanisms. Every Message that is not transactional in nature shall include a clear, conspicuous and operable mechanism for recipients to opt out. Opt-out Keyword: . Opt-out Contact Method:

4.3 Timing and Effect. Opt-out requests shall be processed promptly and no later than the time period required by applicable law. Counterparty shall not send further marketing Messages to recipients who have opted out, except as permitted for retention or notice communications.

5. SECURITY, DATA HANDLING, AND PRIVACY

5.1 Data Protection. Counterparty shall implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of messaging data, including encryption in transit and at rest where practicable, access controls, and logging sufficient to identify unauthorized access.

Encryption Standard: . Data Retention Period:

5.2 Limited Use. Counterparty shall use messaging data only as necessary to provide the services contemplated by the Parties, and shall not sell, transfer, or disclose recipient contact data to third parties except as required by law or as authorized in writing.

6. RECORDKEEPING AND AUDIT

Counterparty shall maintain complete records of messaging activities, consents, opt-outs, message content and transmission logs for the retention period specified above. Company or its authorized representative may audit Counterparty's compliance with this Policy upon reasonable notice and during normal business hours.

7. COMPLIANCE, INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Compliance. Each Party shall comply with all applicable laws, rules and regulations governing electronic messaging and communications in jurisdictions where Messages are sent.

7.2 Indemnification. Counterparty shall indemnify, defend and hold harmless Company from and against any loss, liability, claim, damage, fine or expense (including reasonable attorneys' fees) arising out of Counterparty's breach of this Policy, negligent acts, willful misconduct, or unauthorized messaging activities.

Limitation of Liability Cap: . The Parties acknowledge that the foregoing limitation is a material term and that damages may be difficult to quantify.

8. TERM AND TERMINATION

8.1 Term. This Policy shall commence on the Effective Date and shall continue until terminated by either Party as provided herein.

8.2 Termination for Cause. Either Party may terminate this Policy for material breach by the other Party if such breach is not cured within thirty (30) days after written notice specifying the breach.

9. NOTICES

Notices shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized courier service, and shall be effective upon receipt.

10. AMENDMENTS, WAIVER AND COUNTERPARTS

10.1 Amendments. Any amendment or modification to this Policy must be in writing and signed by authorized representatives of both Parties.

10.2 Waiver. No waiver of any provision of this Policy shall be effective unless in writing and signed by the Party waiving compliance.

10.3 Counterparts. This Policy may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

11. GOVERNING LAW, ENTIRE AGREEMENT, SEVERABILITY

Governing Law. This Policy shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

Entire Agreement. This Policy constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings, whether written or oral.

Severability. If any provision of this Policy is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

12. MISCELLANEOUS ADMINISTRATIVE PROVISIONS

12.1 Monitoring and Training. Counterparty shall ensure that personnel involved in messaging are trained on this Policy and that reasonable monitoring is performed to identify non-compliant activity.

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