1. Services: Service Provider agrees to perform email marketing services as described in the attached Exhibit A ("Services").
2. Client Responsibilities: Client agrees to provide all necessary information, materials, and approvals for the successful execution of the Services. Client acknowledges that timely and responsive communication is critical. Delays in responses or approvals from Client may result in delays in the execution of the Services.
3. Compliance: Client is solely responsible for ensuring that all content, including text, images, and links, complies with all applicable laws and regulations. Service Provider is not responsible for the content provided by Client or its compliance with laws.
4. Indemnification: Client agrees to indemnify, defend, and hold harmless Service Provider from any claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys' fees) arising out of or related to (a) Client's breach of this Agreement; (b) any content provided by Client; (c) any violation of laws or regulations by Client.
5. Limitation of Liability: Service Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from the Services. Service Provider's total liability under this Agreement shall not exceed the amount paid by Client to Service Provider for the Services.
6. No Guarantee: Service Provider does not guarantee any specific outcomes from the execution of the Services.
7. Force Majeure: Service Provider shall not be liable for any failure to perform due to circumstances beyond its reasonable control, including but not limited to acts of God, war, government regulations, disasters, strikes, and communication failures.
8. Termination: Either party may terminate this Agreement with [number] days written notice for any reason.
9. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, whether written or oral.
10. Governing Law: This Agreement shall be governed by the laws of [Jurisdiction].
11. Amendment: No amendment to this Agreement shall be effective unless it is in writing and signed by both parties.