1.1 Scope of Services. Provider will provide Client a proactive text outreach program utilizing artificial intelligence to increase appointment bookings with Client’s existing customers, as further described in Schedule A (Services) (the “Service”).
1.2 No Guarantee of Results. Provider does not guarantee any specific performance results, response rates, booking volume, or revenue outcomes.
1.3 Subcontractors. Provider may use third-party vendors, carriers, and AI providers to deliver the Service.
1.4 Messaging on Client’s Behalf. Client acknowledges and agrees that all SMS and MMS messages delivered through the Service are sent by Provider solely as an agent of Client and on Client’s behalf. Messages are intended to appear as communications from Client, may reference Client’s business name, and are directed to Client’s existing or prospective customers. Provider does not originate messages for its own purposes and has no independent relationship with message recipients.
2.1 Term. The initial term of this Agreement will begin on the Effective Date and continue for [INITIAL TERM, e.g., 12 months] (“Initial Term”). Thereafter, it will automatically renew for successive [RENEWAL TERM, e.g., 12-month]periods unless either Party provides written notice of non-renewal at least [30] days before the end of the then-current term.
2.2 Termination for Convenience. After the Initial Term, either Party may terminate upon [30] days’ written notice.
2.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure within 30 days after notice.
2.4 Immediate Suspension or Termination. Provider may suspend Services immediately if Provider reasonably believes Client is operating an unlawful campaign, lacks proper consent, violates carrier policies, or exposes Provider to regulatory risk.
2.5 Effect of Termination. All accrued fees become immediately due. Provider will return or delete Customer Data (defined below) within 30 days, subject to backup retention required by law.
3.1 Fees. Client shall pay Provider on a per-use basis at the rates in Schedule B (Pricing & Billing).
3.2 Billing. Provider will invoice monthly in arrears. Payment terms: NET [30].
3.3 Late Fees. Past due amounts accrue interest at 1.5% per month or the maximum allowed by law.
3.4 Taxes. Client is responsible for all taxes excluding Provider’s income taxes.
3.5 Collections. Client shall pay Provider’s reasonable collection costs including attorneys’ fees.
“Use” means one outbound SMS/MMS message attempt to a unique phone number, including multi-segment messages and retries, as detailed in Schedule B.
“Customer Data” means any data provided by Client including contacts and consent records.
“Confidential Information” has the meaning in Section 10.
“Outbound Messages” means SMS or MMS communications transmitted by Provider on Client’s behalf, using Client-provided data, branding, and instructions, to phone numbers designated by Client.
5.1 Consent Warranty. Client represents and warrants it has obtained all required consents for each contact number and will provide proof upon request.
5.2 Compliance. Client is responsible for compliance with TCPA, CAN-SPAM, CTIA, and all applicable laws.
5.3 Data Accuracy. Client warrants its data is accurate, lawful, and updated.
5.4 Indemnified Compliance Risk. Client acknowledges that Provider relies on Client’s representations regarding legality and consent.
5.5 Responsibility for Message Content and Authorization. Client is solely responsible for:
(a) authorizing Provider to send Outbound Messages on Client’s behalf;
(b) the content, timing, audience, and purpose of all Outbound Messages; and
(c) ensuring all messages comply with applicable laws, carrier requirements, and consent obligations.
Client understands that Provider acts only as a technical and operational service provider and does not control or independently determine whom messages are sent to or what they contain.
6.1 Provider may use AI vendors and SMS carriers to deliver the Service.
6.2 Provider will not use Client Data to train other customers’ models without written consent.
6.3 Provider may retain aggregated, de-identified metrics.
7.1 Provider warrants commercially reasonable skill and care.
7.2 EXCEPT AS EXPRESSLY STATED, THE SERVICE IS “AS IS” AND ALL IMPLIED WARRANTIES ARE DISCLAIMED.
8.1 Client Indemnity. Client shall indemnify Provider against claims arising from:
(a) Client’s data; (b) lack of consent; (c) regulatory violations tied to Client content or lists. (d)including claims alleging messages were sent without authorization, consent, or proper identification of Client as the sender.
8.2 Provider Indemnity. Provider shall indemnify Client only for claims arising from Provider’s gross negligence or willful misconduct.
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED FEES PAID IN THE 6 MONTHSPRECEDING THE CLAIM. NO CONSEQUENTIAL OR PUNITIVE DAMAGES.
All Confidential Information must be protected for 5 years (trade secrets indefinitely). Confidential Information includes Customer Data and pricing terms.
11.1 Provider will maintain reasonable safeguards.
11.2 Each Party agrees to comply with privacy laws.
11.3 Breach notification within [72] hours where legally required.
Provider shall maintain commercially reasonable insurance including general liability and cyber insurance upon request.
This Agreement is governed by California law. Venue shall be [COUNTY, CA].
Neither Party may assign without consent except in a merger or sale of substantially all assets.
Notices must be in writing to the addresses above or as later designated.
This Agreement and all Schedules represent the entire agreement between the Parties.