Fill and Sign the Text Message Agreement Form

Opt-In Text and E-Mail Message Marketing and Service Agreement Agreement made on the ___________________ (date) , between __________________ (Name of Service Provider) of ___________________________________________________ ______________________________ (street address, city, state, zip code) , referred to herein as Service Provider , and ____________________ (Name of Client) , of __________________ ____________________________________ (street address, city, state, zip code) , referred to herein as Client . Whereas, Service Provider provides opt-in based text message and e-mail advertising (the Service); and Whereas, Customers of Client shall opt-in to the Service by sending a text message to Service Provider with a Customer specific 3-8 character long keyword; and Whereas, a chosen keyword will be assigned to the Customer if available; if the requested keyword(s) are not available, a representative from Service Provider will contact Client to assist in selecting a keyword; and Whereas , an automatic confirmation message is sent to new Customers when they opt- in to the Service ; and this message will be developed by the Service Provider and the Client; and Whereas , this Agreement sets forth the Terms and Conditions that apply to the Client’s use of the Service ; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Client Eligibility Client represents and warrants that he is the person legally responsible for all use of the Service. Client agrees to provide Service Provider with Client’s full legal name or legal business name, postal address and telephone number for the records of Service Provider , and Client has a continued obligation to keep this information current. Client also agrees that Client is an authorized user of any credit card or check that Client supplies to Service Provider . Client understands and agrees that Service Provider has an obligation to fully investigate any possible fraudulent online check or credit card use. 2. Contents of Messages Client is responsible for the contents of Client ’s text messages and the consequences thereof. Client further agrees not to use the Service to send any text messages that are not based on Customer opt-in or material that is unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or may otherwise constitute a criminal offense or gives rise to civil liability. Client shall not use otherwise objectionable material of any kind or nature or that encourages conduct that could constitute a criminal offense, gives rise to civil liability or otherwise violates any applicable local, state, national or international law, regulation or court order. Service Provider reserves the right to terminate Client’s account without prior notice if Service Provider becomes aware of and determines, in its sole discretion, that Client is violating any of the foregoing guidelines. 3. Unlawful or Prohibited Use As a condition of Client’s use of the Service, Client warrants to Service Provider that Client will not use Service for any unlawful purpose. 4. Service Plan and Pricing The Service Package selected by Client will include a predetermined number of sent text messages or e-mails per month. The service fee for the Service Package is payable in advance in one month intervals. A one time set up fee may apply. Additional text messages or e-mails over and above the number included are purchased separately by Client at a cost of no more than $ __________ each and will vary based upon the Service Package selected. Service Packages may be upgraded at any time during the Agreement term listed in Section 5 . 5. Term The initial term of this Agreement varies and is based upon on the Service Package selected. This Agreement will automatically renew in increments of _____ (number) month(s) or based upon the Service Package selected unless cancelled 30 days prior the end of the current term. 6. Terms of Payment Client agrees to pay Service Provider the appropriate payment for the Service s received from Service Provider one month in advance for the time period during which such Service s are provided. Client agree to provide Service Provider with current billing and contact information and authorizes Service Provider to bill all account and related charges to Client’s credit card on file with Service Provider. 7. Cancellation Client further agrees that Client will notify Service Provider in writing, with adequate delivery confirmation, of Client ’s desire to cancel any or all Service s to be received. Service s will be paid in full at the time of cancellation. Client agrees that monthly prepayments will be billed and charged automatically and Service Provider may apply the amount due to the provided credit card at any time, and will issue absolutely no refunds. 8. Credit Card Payments If Client credit card payment is denied for any reason on the first attempt, Service Provider or Client will automatically attempt to resubmit Client’s card on or around the _________________ (date) of the month. A credit card resubmission fee of $10.00 will be charged against the Client’s account for every time Client or Service Provider attempts resubmission. Should the card be denied a second time, Client may terminate the account, and resubmission fees must be paid before the account can be reactivated. All files within the account may be deleted on termination. Client may notify Service Provider (number) days in advance of Client ’s next billing cycle if Client desires to provide for alternative payment arrangements. 9. Pay by Check. If Client elects to pay by check and payment is late, an administrative fee of $10.00 per instance will be applied. There will be a $__________ fee for a dishonored check. If after the first month, should payment continue to be late, Service Provider may choose to terminate the account at any time and has the right to collect all accumulated fees. Service Provider reserves the right to change prices at any time upon ______ (number) days written or e-mail notice. It is the responsibility of the Client to maintain accurate billing information with Service Provider. This may include updated credit card information, email addresses and mailing addresses. 10. Spam Service Provider takes a zero tolerance stance against sending of unsolicited e-mails or text messages, commonly known as spam. Any user who sends out spam will have their account terminated without notice, and will be billed at a rate of $100.00 for each recipient to whom the message was sent. All commercial text messages or e-mail must comply with all applicable federal, state or local laws. Service Provider reserves the right to require changes or disable as necessary any Clien t’s account, database, or other component that does not comply with this policy, at its sole discretion. Service Provider also reserves the right to make any such modifications in an emergency in its sole discretion. Service Provider will not be liable for any damages incurred related to spam. 11. Monitoring of Service Client agrees that Service Provider has the right to monitor the Service electronically at any time and to disclose any information as necessary to satisfy the law, or to protect itself or its subscribers. Service Provider reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of this Agreement. Service Provider also reserves the right to refuse money paid in cases where Service Provider believes abuse has taken place. Service Provider reserves the right to monitor any and all communications through or with our facilities. Client agrees that Service Provider is not considered a secure communications medium for the purposes of this the Agreement, and that no expectation of privacy is afforded in the event that such Service is monitored and/or disclosed. 12. Refund Policy Service Provider and Client agree that all payments made pursuant to this Agreement shall be non-refundable. 13. Termination Either party may terminate this Agreement at any time by giving ______ day’s written notice at the addresses set forth above. Any outstanding amount due on the account will still be payable as scheduled. 14. Relationship of the Parties Nothing contained in this Agreement shall be construed as creating any agency, legal representative, partnership, or other form of joint enterprise between the parties. Neither party shall have authority to contract for or bind the other in any manner whatsoever. 15. Disclaimer of Warranties and Limitation of Liability Service Provider makes no express warranties of any kind with respect to the Services sold pursuant to this Agreement. Service Provider gives no warranty that the Service will be fit for any particular purpose. Statements or descriptions are informational only, and not made or given as a warranty of the Service in any way. Service Provider disclaims any warranty that the Services are fit for any particular purpose. Client will be solely responsible for determining the adequacy of the Service for any and all uses to which Client uses the Services, and the application of the Service by Client will not be subject to any implied warranty of fitness for that purpose. Under no circumstances shall any damages to Client include loss of business or loss of profits, whether based on breach of the Agreement, breach of warranty, product liability or otherwise to any party in privity to this Agreement or any third party not in privy to this Agreement. 16. Remedies Client agrees that his sole and exclusive remedy to any issues relating to the Agreement shall be to terminate the Agreement. 17. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 18. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 19. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _____________. 20. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 21 . Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 22. Force Majeure If by reason of failures of telecommunications or internet service providers, labor disputes, riots, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions or other causes beyond the control of Service Provider, Service Provider is unable to perform in whole or in part its obligations as set forth in this Agreement, then Service Provider shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make Service Provider liable to Client or other third parties. 23. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 24. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 25. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 26. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ________________________ _________________________ (P rinted name) (P rinted name) ________________________ __________________________ (Signature of Service Provider) (Signature of Client)