Texting Agreement

TEXTING AGREEMENT

This Texting Agreement ("Agreement") is entered into as of by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of sending and managing short message service (SMS) and similar electronic messaging campaigns and systems, and possesses the personnel, systems, and expertise to provide texting services under the terms set forth herein;

WHEREAS, Client desires to retain Service Provider to provide texting services for Client's business communications and marketing campaigns, and Service Provider is willing to provide such services under the terms and conditions of this Agreement;

WHEREAS, the parties intend for this Agreement to set forth the parties' respective rights and obligations with respect to the provision, payment, confidentiality, and lawful conduct of texting services;

DEFINITIONS

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

"Services" means the delivery, management, monitoring, and reporting of text messages and any ancillary support specified in the Scope of Work.

"Subscriber Data" means telephone numbers, names, opt-in status, and any personal information provided by Client or collected in connection with the Services.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. All amounts are stated in United States dollars unless otherwise indicated.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period above. Termination shall not relieve Client of its obligation to pay accrued fees for Services rendered prior to termination.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party except as necessary to perform its obligations under this Agreement. "Confidential Information" includes Subscriber Data, pricing, campaign strategies, and any non-public business information. Confidential Information does not include information that is: (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without restriction; or (c) independently developed without use of the other party’s Confidential Information.

Upon termination or upon written request, the receiving party shall return or securely destroy Confidential Information and certify in writing to the disclosing party that such return or destruction has been completed.

COMPLIANCE, CONSENT, AND MESSAGE CONTENT

Client represents and warrants that Client has obtained all necessary prior express written consent from subscribers to receive text messages sent in connection with the Services and that the Subscriber Data provided to Service Provider is accurate and lawful to use for the Services described herein. Client shall maintain records of consent and shall provide such records to Service Provider upon request.

All messages sent on behalf of Client must contain a clear mechanism for recipients to opt out of receiving future messages. Service Provider may suspend sending messages if instructed by carriers or required to maintain compliance with applicable communications and privacy laws, or if Service Provider reasonably believes messages expose Service Provider or Client to legal or operational risk.

DATA SECURITY

Service Provider shall implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect Subscriber Data against unauthorized access, disclosure, alteration, or destruction. In the event of a security incident materially affecting Subscriber Data, Service Provider shall notify Client without undue delay and cooperate in any required remediation and notifications.

INDEMNIFICATION; LIMITATION OF LIABILITY

Client shall indemnify, defend, and hold harmless Service Provider and its officers, directors, employees, and agents from and against any third-party claims arising out of Client's breach of its representations and warranties, failure to obtain required consents, or the content of messages provided by Client.

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement 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 Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice.

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