Legal SMS Contract

Legal SMS Contract

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

Recitals

WHEREAS, Provider operates communications services and infrastructure for sending short message service (SMS) messages and related communications; and

WHEREAS, Client desires to engage Provider to transmit SMS messages to individuals who have consented to receive messages from Client in connection with the campaign described below; and

WHEREAS, the parties wish to define their respective rights, obligations and responsibilities with respect to the transmission, content, management and billing of such SMS messages.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows:

1. Definitions

1.1 "SMS Messages" means text messages, multimedia messages (where applicable), and any automated text-based communications sent via Provider's systems to Recipient telephone numbers on behalf of Client.

1.2 "Recipient" means a natural person to whom Client directs SMS Messages and for whom Client has obtained prior express consent to receive such messages.

2. Services; Scope

2.1 Provider will transmit SMS Messages to Recipient telephone numbers furnished or designated by Client, using the sending identity specified below: Sending Identity / Short Code or Long Code: .

2.2 Message Frequency: . Maximum monthly messages: .

3. Consent; Compliance with Law

3.1 Client expressly represents and warrants that, prior to Provider transmitting any SMS Messages on Client's behalf, Client has obtained and shall maintain valid, documented, prior express written consent from each Recipient in a form sufficient to satisfy federal and applicable state laws governing telephone and electronic communications, including any required disclosures of message frequency and message cost.

3.2 Client shall ensure opt-out instructions are included in each message as follows: reply with the keyword Opt-Out Keyword: . Provider will treat any such reply as a revocation of consent and shall promptly cease messaging that Recipient.

3.3 Client shall not provide phone numbers of individuals who have not consented to receive messages and shall comply with all applicable laws, industry rules, and carrier requirements. Client will maintain records of consent and, upon request, provide such records to Provider or a regulator within ten (10) business days.

4. Fees and Payment

4.1 Client will pay Provider the fees set forth below for transmission and related services. Fee per message (or aggregate fee): . Billing cycle: .

5. Term; Termination

5.1 Term. This Agreement commences on Effective Date and continues until Term End Date: unless earlier terminated in accordance with this Agreement.

5.2 Termination for Cause. Either party may terminate for material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach. Provider may suspend services immediately for any suspected violation of law or carrier policy.

6. Confidentiality

6.1 Each party will keep confidential and not disclose non-public information received from the other party, including Recipient lists, message content, and pricing, except as required by law. Confidential information shall not include information that is publicly known other than by breach of this Agreement.

7. Data Security and Breach Notification

7.1 Provider shall implement commercially reasonable administrative, physical and technical safeguards to protect Recipient data. Provider shall notify Client of any confirmed security breach affecting Client's Recipient data within seventy-two (72) hours of discovery.

8. Intellectual Property; License

8.1 Client retains all right, title and interest in and to Client content. Client grants Provider a limited, non-exclusive, revocable license to use, copy and transmit Client content solely to perform Provider's obligations under this Agreement.

9. Indemnification

9.1 Client Indemnity. Client shall indemnify, defend and hold Provider harmless from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or related to Client content, Client's failure to obtain valid consent from Recipients, or Client's breach of this Agreement.

9.2 Provider Indemnity. Provider shall indemnify Client for claims arising from Provider's gross negligence or willful misconduct in providing the transmission services.

10. Limitation of Liability

10.1 Except for breaches of confidentiality, willful misconduct, or indemnities for third-party claims, neither party shall be liable to the other for incidental, consequential, special or punitive damages. Aggregate liability of either party for any claim arising out of this Agreement shall not exceed the amount of fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

11. Representations and Warranties

11.1 Each party represents and warrants that it has full corporate or individual authority to enter into this Agreement and to perform its obligations hereunder. Client further warrants that all messages transmitted under this Agreement will comply with applicable laws and industry rules.

12. Notices

12.1 All notices under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given upon receipt.

13. Amendments; Waiver; Counterparts

13.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. Failure to enforce any provision shall not constitute a waiver of that provision.

13.2 This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. Governing Law; Entire Agreement; Severability

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Governing State: without regard to conflict of laws principles.

14.2 Entire Agreement. This Agreement, together with any schedules or appendices executed herewith, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior agreements and understandings.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

Additional Administrative Information

Acknowledgment

By signing below, each party acknowledges that it has read and understands this Agreement, has the authority to bind the entity on whose behalf it signs, and agrees to the terms and conditions herein.

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