This Sales Agreement ("Agreement") is made and entered into on [Date] by and between [Textin], a Mississippi corporation with its principal place of business at [Address] ("Company"), and [Customer Name], a [State] corporation with its principal place of business at [Address] ("Customer").
Services. Company agrees to provide Customer with access to Textin, a text marketing platform, along with any related documentation and support as described in Exhibit A attached hereto (the "Services").
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Term. The term of this Agreement shall commence on the date of acceptance by Customer and shall continue for a period of one year ("Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
Fees. In consideration for the Services, Customer shall pay to Company the fees set forth in Exhibit B attached hereto. All fees are due and payable in advance and are non-refundable.
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Termination. This Agreement may be terminated by either party upon thirty (30) days written notice if the other party breaches any material term or condition of this Agreement. Upon termination, Customer shall immediately cease using the Services and shall pay to Company any unpaid fees.
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Representations and Warranties. Each party represents and warrants to the other that (a) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, and (b) the execution and delivery of this Agreement by such party and the performance by such party of its obligations hereunder do not and will not violate any agreement to which such party is a party or by which such party is bound.
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Indemnification. Customer shall indemnify and hold Company, its affiliates, and their respective directors, officers, employees, and agents harmless from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this Agreement by Customer or the use of the Services by Customer or any third party acting on behalf of Customer.
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Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Confidentiality. Each party agrees to keep confidential and to use only for the purposes of this Agreement, any confidential or proprietary information of the other party.
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Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi, without giving effect to any principles of conflicts of law.
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Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements or understandings, whether oral or written. This Agreement may not be amended or modified except in writing signed by both parties.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
