Utilities Service Description

CX360, Inc. will provide the Services set forth in the applicable Statement of Work (“SOW”) and as provided therein and in accordance with this Service Description. Capitalized terms used in this Service Description not otherwise defined herein shall have the definitions specified in the Agreement or SOW, as applicable. In case of conflict between this Service Description and the SOW, the SOW shall control.

HVCA Services Description

Overview. CX360 will provide High Volume Call Answering services (the “HVCA Services”) services by operating, monitoring and maintaining the HVCA Interactive Voice Response Assistant (“IVR”) Platform (the “HVCA Platform”) in accordance with the SOW and CX360 will accept transactions presented to the HVCA Platform as defined by the API Specifications, Technical Requirements, or both.

Regulated Services. The HVCA Services are not telecommunications services or other services regulated by the Federal Communications Commission or state public utility commissions (“Regulated Services”). CX360 may act as a contract and billing agent for providers of Regulated Services by CX360 affiliates and/or third parties.

Service Levels. The HVCA Services shall be provided in accordance with the Service Level Agreement attached hereto as Appendix 1 and incorporated herein by this reference.

Service Components:

Service APIs. CX360 will provide and maintain standard application programming interface (“API”) access to the HVCA Platform in accordance with CX360’s standard API specifications (“API Specifications”). The HVCA Platform and APIs are the sole and exclusive property of CX360.
HVCA Platform Operation. CX360 will provision and manage the HVCA Platform in accordance with the SOW, inclusive of any exhibits attached to the SOW, this Service Description and the appendices attached hereto, each of which are incorporated by reference.
HVCA Platform Transactional Data. CX360 will provide transaction dispositions as part of the API Specifications on a transaction-by-transaction basis.
HVCA Platform Reporting. CX360 will provide access to reporting on specific metrics including as defined in CX360’s reporting specifications. Customers will have access to reports through an authenticated interface. Data will be available for the previous twelve (12) months.

Service Operations

Hours of Operations. CX360 will maintain the HVCA Platform Sunday through Saturday, 24 Hours a day 7 days a week, or as otherwise designated by the Technical Requirements for individual Applications.
Telecommunications Providers. Unless otherwise agreed by the parties in writing, CX360 or its affiliate will be Customer of Record on the originating inbound toll free number(s) supporting Applications. If Customer is Customer of Record, Customer must, no later than the SOW Start Date, provide an executed Letter of Authority to CX360 to allow CX360 to maintain proper functionality of the Services. Customer may be required to provide Public SIP traffic on all inbound telecommunications traffic to CX360’s Communication Edge devices.
Database Backup. Rolling thirty (30) day database backups of telephone transactional data (e.g., call data records) will be performed by CX360 on a daily basis.
No Resale or Third-Party Access. Customer shall not resell the Service or permit any third party to access the Services without the prior written consent of CX360.

Voice Service Details and Pricing Notes. The HVCA Platform provides a scalable, SIP based software solution to allow customers to run applications that create a better customer experience. The HVCA Platform provides flexibility and serviceability without the extra overhead of an on-premise solutions.

Pricing Details and applicable terms:

IVR Usage Pricing unit is per minute.
Partial minutes are rounded up to the next full minute–for example, a 1 minute and 30 second call will be rounded to 2 minutes for usage.
Any outbound call attempts (live answer, answering machine, no answer, busy tone, etc.) will be billed with a minimum of 1-minute duration.
Any inbound call that is answered by the IVR component of the HVCA Platform will be billed with a minimum of 1- minute duration.

Voice Transport Service Details and Pricing Notes

Answering Machine Detection. Answering Machine Detection (“AMD”) enables your outbound IVR application to make call flow decisions off the type of pickup occurred. AMD attempts to detect if a human or a machine has picked up the outbound phone call. The solution also allows the application to set actions to be triggered based on the result of the detection service thus reducing delay in the customer experience.

Pricing Details and applicable terms:

Pricing is on a per-minute basis unless otherwise stated
Minutes are rounded up to the next full minute – for example, a 1 minute and 30 second call will be rounded up to 2 minutes for usage
Overage pricing will be assessed on minutes used over the tiered allotted minutes, as applicable.
Voice transport services usage is billed incrementally with platform services – this will show as a line item on Customer’s invoice
Bridged transfers are in additional to all other platform and voice transport fees
All fees will end after disconnecting of the voice call
Itemization of advanced calling features and corresponding pricing is set forth in the SOW, if applicable.

Responsibilities of the Parties

CX360 Responsibilities. CX360 will:

Provide the Services in accordance with the Service Level Agreement attached hereto as Appendix 1
Provide and maintain cloud resources as it relates to the HVCA Platform, exclusive of Customer Application related servers or infrastructure.
Provide API Specifications documentation for access to and use of the HVCA Platform.
Provide 24x7 support to report service-related issues. The Help Desk can be contacted at 1 (800) 388-9713.
CX360 reserves the right to modify, revise, or upgrade the HVCA Services including, but not limited to, access procedures, API Specifications, documentation, suppliers and services offered. CX360 will use commercially reasonable efforts to inform Customer of such changes within ninety (90) days of such changes being implemented in production.

Customer Responsibilities. Customer will:

Provide appropriate personnel and contact information to work in concert with CX360 including the maintenance of a list of Customer representatives who should be contacted during business hours and after hours in the event of service disruption.
Adhere to the API Specifications document in all respects with regards to accessing the HVCA Platform and associated APIs.
Provide approval of Implementation schedule and participate in regularly scheduled status calls. Customer Application deliverables and all life cycle support activities.
Approve and sign off on business requirements and Voice User Interface (VUI) design in a timely and efficient manner and in accordance to the project plan timelines.
Complete and/or coordinate any necessary telecommunications and networking systems configuration changes at any Customer or designated third-party locations, if applicable.
Provide sufficient amounts of test data with the pre-determined attributes in a timely and efficient manner and in accordance to the project plan timelines
Provide API, WSDL, and WebService detailed documentation and functioning technical interface in a timely and efficient manner in accordance to the project plan timelines.
Procure manage, and maintain any required data network connectivity between Customer, or its designated third party and CX360 or retain CX360 to procure, manage, and maintain the data network connectivity in a timely and efficient manner in accordance to the project plan timelines.
Manage any necessary changes to Interfaces to support the Technical Requirements.
If Customer is COR, Customer will manage all pre and post deployment coordination for ordering and provisioning of carrier circuits including advanced features and any subsequent changes to the foregoing that may occur from time to time
Be responsible for providing and maintaining the hardware and software necessary to support the API Specifications and related access to the HVCA Platform and APIs.
Submit all necessary business requirements in order to formalize the Technical Requirements, including all business rules, call flows, scripts, reporting requirements and Go-Live Dates.
Complete testing to confirm that Application call flow, script, and reports are in compliance with Technical Requirements and sign Acceptance forms and Change Orders as set forth herein. Any Acceptance form or Change Order not executed or rejected by Customer within five (5) business days of request by CX360 shall be deemed Accepted by Customer.
Be responsible for providing, maintaining and supporting Customer’s customer premise equipment (“CPE”) and local area network(s) (“LAN”) including, but not limited to, personal computers, site wiring, network and switches, information security and firewalls, telecommunication services, wide area network(s) (“WAN”) and related hardware, software, and peripherals, as well as providing electrical power to all devices and backup power supply if so desired. CX360 shall have no obligation to install, create, configure, or maintain any LAN or to configure, install or support any software, application or other equipment in or on Customer’s computers or LAN.
Except as otherwise provided in the SOW, Customer is responsible for providing all integration points, including, but not limited to APIs and Web Services for any third-party or Customer-developed systems. For the avoidance of doubt, Customer will not require CX360 to integrate with any backend data systems, except as expressly described in the API Specifications document.

Notwithstanding any other provision of the SOW or the Agreement, C360 and Customer acknowledge and agree that (i) CX360 uses the HVCA Platform to provide the HVCA Services to Customer and Customer receives the HVCA Services resulting from such use, (ii) CX360 puts the HVCA Platform into service and controls the HVCA Platform and (iii) any rights of review and approval granted to Customer hereunder relate to program content and the performance of Applications in accordance with the Technical Requirements, but not the HVCA Platform.

Customer understands and agrees that any delays in Customer obligations will have an equal delay in the delivery of services and/or Go Live Date from CX360 and that missed Customer obligations will not impact the SOW Start Date or the MC.

Alert Services Description

Overview. Alert services are a multi-channel (i.e. phone, email, SMS, fax, etc.) communications solution that allows Customer to deliver personalized wording, images and language (“Messages”) to its customers, partners or other recipients (collectively “Recipients”) (the “Alert Services”). CX360 will provide the Alert services by operating, monitoring and maintaining the Alert Platform in accordance with the SOW and CX360 will accept transactions presented to the Alert Platform as defined by the API Specifications, Technical Requirements, or both. Customer may deliver its Messages to Recipients as defined by the functional requirements mutually agreed upon by the parties (the “Functional Requirements”). Changes to the Functional Requirements or other changes to the SOW will be made from time to time by the parties through the creation of amendments or change orders mutually agreed to by the parties. Amendments and change orders will govern in case of conflict with the SOW.

Regulated Services. The Alert Services are not telecommunications services or other services regulated by the Federal Communications Commission or state public utility commissions (“Regulated Services”). CX360 may act as a contract and billing agent for providers of Regulated Services by CX360 affiliates and/or third parties.

Service Levels. The Services shall be provided in accordance with the Service Level Agreement attached hereto as Appendix 1 and incorporated herein by this reference.

Volume Forecasting. Customer communications volumes that are 25% over forecasted volumes may not be supported as resource reallocation may be required. If Customer’s actual volumes are more than 25% over forecasted volumes: (1) Service levels applicable to the Alert Services shall not apply; and (2) communications may be blocked and/or delayed.

Service Components:

Service APIs. CX360 will provide and maintain standard application programming interface (“API”) access to the Alert Platform in accordance with CX360’s standard API specifications (“API Specifications”). The Alert Platform and APIs are the sole and exclusive property of CX360.
Alert Platform Operation. CX360 will provision and manage the Alert Platform in accordance with the SOW, inclusive of any exhibits attached to the SOW, this Service Description and the appendices attached hereto, each of which are incorporated by reference.
Alert Platform Transactional Data. CX360 will provide transaction dispositions as part of the API Specifications on a transaction-by-transaction basis.
Alert Platform Reporting. CX360 will provide access to reporting on specific metrics including as defined in CX360’s reporting specifications. Customers will have access to reports through an authenticated interface or via email as directed by CX360. Data will be available for the previous twelve (12) months.

Service Operations

Hours of Operations. CX360 will maintain the Alert Platform Sunday through Saturday, 24 Hours a day 7 days a week, or as otherwise designated by the Technical Requirements for individual Applications.
Telecommunications Providers. Unless otherwise agreed by the parties in writing, CX360 or its affiliate will be Customer of Record on the originating inbound toll free number(s) supporting Applications. If Customer is Customer of Record, Customer must, no later than the SOW Start Date, provide an executed Letter of Authority to CX360 to allow CX360 to maintain proper functionality of the Services. Customer may be required to provide Public SIP traffic on all inbound telecommunications traffic to CX360’s Communication Edge devices.
Database Backup. Rolling thirty (30) day database backups of telephone transactional data (e.g., call data records) will be performed by CX360 on a daily basis.
No Resale or Third-Party Access. Customer shall not resell the Service or permit any third party to access the Services without the prior written consent of CX360.

Pricing Details and applicable terms:

IVR Usage Pricing unit is per minute.
Partial minutes are rounded up to the next full minute–for example, a 1 minute and 30 second call will be rounded to 2 minutes for usage.
Any outbound call attempts (live answer, answering machine, no answer, busy tone, etc.) will be billed with a minimum of 1-minute duration.
Any inbound call that is answered by the IVR component of the HVCA Platform will be billed with a minimum of 1- minute duration.

Voice Transport Service Details and Pricing Notes

Pricing Details and applicable terms:

Pricing is on a per-minute basis unless otherwise stated
Minutes are rounded up to the next full minute – for example, a 1 minute and 30 second call will be rounded up to 2 minutes for usage
Overage pricing will be assessed on minutes used over the tiered allotted minutes, as applicable.
Voice transport services usage is billed incrementally with platform services – this will show as a line item on Customer’s invoice
Bridged transfers are in additional to all other platform and voice transport fees
All fees will end after disconnecting of the voice call
Itemization of advanced calling features and corresponding pricing is set forth in the SOW, if applicable.

Digital Messaging Platform Details and Pricing Notes.

The CX360 Messaging Platform provides a high scaled, integrated solution that will allow Customer to deliver Messages for provided channels to its end users. CX360 provides acquiring, provisioning, and carrier connection for channels contracted by Customer. CX360 will allow access to the services through fully supported APIs. Customer is required to update their integration as requested to maintain supportability of the services.

Pricing Details and applicable terms:

SMS and MMS delivery pricing is on a per-message basis unless otherwise stated. The standard rate is $0.025 per message.
SMS and MMS usage will be assessed for all attempts successfully delivered to the aggregator
SMS Messages over 160 characters will be broken to two or more Messages and therefore be billed as two or more Messages delivered, depending upon Message length
Rates apply to both send and receive of SMS Messages in the US
Carrier charges apply. Such charges are referred to herein as “Pass-Thru” charges because CX360 passes through applicable carrier charges to Customer without markup. Pass Thru Fees are in addition to the delivery fees defined. Customer acknowledges and agrees Pass-Thru charges are subject to change without notice, and CX360 will post updated Pass-Thru charges in this Service Description from time to time. As of the date of this Service Description, Pass-Thru charges as follows:

US Carrier SMS Pass Thru Fees

Carrier Type	Unit	Price Per Unit
AT&T MT	Per Message	$0.0025
AT&T MO	Per Message	$0.0000
T-Mobile MT	Per Message	$0.0025
T-Mobile MO	Per Message	$0.0025
Sprint/NexTel MT	Per Message	$0.0050
Sprint/NexTel MO	Per Message	$0.0050
US Cellular MT	Per Message	$0.0035
US Cellular MO	Per Message	$0.0000
Verizon MT	Per Message	$0.0030
Verizon MO	Per Message	$0.0000
All Others	Per Message	$0.0050
All Others	Per Message	$0.0050

US Carrier MMS Pass Thru Fees

Carrier Type	Unit	Price Per Unit
AT&T MT	Per Message	$0.003
AT&T MO	Per Message	$0.000
T-Mobile MT	Per Message	$0.010
T-Mobile MO	Per Message	$0.010
Sprint/NexTel MT	Per Message	$0.025
Sprint/NexTel MO	Per Message	$0.025
Verizon MT	Per Message	$0.005
Verizon MO	Per Message	$0.000

Canada Carrier SMS Pass Thru Fees

Carrier Type	Unit	Price Per Unit
Telus MT	Per Message	$0.0065
Telus MO	Per Message	$0.0000
Bell Mobility MT	Per Message	$0.0077
Bell Mobility MO	Per Message	$0.0077
Rogers MT	Per Message	$0.0019
Rogers MO	Per Message	$0.0019
Videotron MT	Per Message	$0.0038
Videotron MO	Per Message	$0.0038
Freedom Mobile MT	Per Message	$0.0019
Freedom Mobile MO	Per Message	$0.0019

Provisioning and Maintenance Details and Pricing Notes. CX360 supplies and provisions short codes on behalf of customers. Working with its carrier services team, CX360 will provide guidance on best practices to get certified with carriers.

Included features:

Short Code Provisioning. CX360 will assign a lead to collect all required information from Customer on use cases for SMS short code, fill in the required forms and be the liaison between the aggregator/carriers and Customer to support approval. Short code pricing is as follows:
- $666.67 per month per standard short code with a $3,825.00 one-time provisioning fee per short code
- $1,333.34 per month per vanity short code with a $3,825.00 one-time provisioning fee per short code

Terms and Conditions Support. CX360 will provide a temporary terms and conditions website to allow for approval of the short code while Customer’s web resources update the production site with the appropriate short code terms and condition language.
Message Handler. CX360 will provide response management to ensure testing and approval to individual carriers.

Pricing Details and applicable terms:

Monthly Messaging code fees will be billed based on date of securing the code and not approval timeframe.
Code approval timeframe is dependent on third parties and cannot be provided a specific date. Note, Code approvals can be up to 12 weeks
Maintenance of short code will be a separate line item on Customer’s invoice.
Itemization of SMS Provisioning features and corresponding pricing is set forth in the SOW, if applicable.

Responsibilities of the Parties

CX360 Responsibilities. CX360 will:

Provide the Alert Services in accordance with the Service Level Agreement attached hereto as Appendix 1.
Provide and maintain cloud resources as it relates to the Alert Platform, exclusive of Customer Application related servers or infrastructure.
Provide API Specifications documentation for access to and use of the Alert Platform.
Provide 24x7 support to report service-related issues. The Help Desk can be contacted at 1 (800) 388-9713.
CX360 reserves the right to modify, revise, or upgrade the Alert Services including, but not limited to, access procedures, API Specifications, documentation, suppliers and services offered. CX360 will use commercially reasonable efforts to inform Customer of such changes within ninety (90) days of such changes being implemented in production.

Customer Responsibilities. Customer will:

Provide appropriate personnel and contact information to work in concert with CX360 including the maintenance of a list of Customer representatives who should be contacted during business hours and after hours in the event of service disruption.
Adhere to the API Specifications document in all respects with regards to accessing the Alert Platform and associated APIs.
Provide approval of Implementation schedule and participate in regularly scheduled status calls. Customer Application deliverables and all life cycle support activities.
Approve and sign off on business requirements and Voice User Interface (VUI) design in a timely and efficient manner and in accordance to the project plan timelines.
Complete and/or coordinate any necessary telecommunications and networking systems configuration changes at any Customer or designated third-party locations, if applicable.
Provide sufficient amounts of test data with the pre-determined attributes in a timely and efficient manner and in accordance to the project plan timelines
Provide API, WSDL, and WebService detailed documentation and functioning technical interface in a timely and efficient manner in accordance to the project plan timelines.
Procure manage, and maintain any required data network connectivity between Customer, or their designated third party and CX360 or retain CX360 to procure, manage, and maintain the data network connectivity in a timely and efficient manner in accordance to the project plan timelines.
Manage any necessary changes to Interfaces to support the Technical Requirements.
If Customer is COR, Customer will manage all pre and post deployment coordination for ordering and provisioning of carrier circuits including advanced features and any subsequent changes to the foregoing that may occur from time to time.
Be responsible for providing and maintaining the hardware and software necessary to support the API Specifications and related access to the Alert Platform and APIs.
Submit all necessary business requirements in order to formalize the Technical Requirements, including all business rules, call flows, scripts, reporting requirements and Go-Live Dates.
Complete testing to confirm that Application call flow, script, and reports are in compliance with Technical Requirements and signed Acceptance forms and Change Orders as set forth herein. Any Acceptance form or Change Order not executed or rejected by Customer within five (5) business days of request by CX360 shall be deemed Accepted by Customer.
Be responsible for providing, maintaining and supporting Customer’s customer premise equipment (“CPE”) and local area network(s) (“LAN”) including, but not limited to, personal computers, site wiring, network and switches, information security and firewalls, telecommunication services, wide area network(s) (“WAN”) and related hardware, software, and peripherals, as well as providing electrical power to all devices and backup power supply if so desired. CX360 shall have no obligation to install, create, configure, or maintain any LAN or to configure, install or support any software, application or other equipment in or on Customer’s computers or LAN.
Except as otherwise provided in the SOW, Customer is responsible for providing all integration points, including, but not limited to APIs and Web Services for any third-party or Customer-developed systems. For the avoidance of doubt, Customer will not require CX360 to integrate with any backend data systems, except as expressly described in the API Specifications document.

Notwithstanding any other provision of this SOW or the Agreement, CX360 and Customer acknowledge and agree that (i) CX360 uses its Alert Platform to provide the Alert Services to Customer and Customer receives the Alert Services resulting from such use, (ii) CX360 puts the Alert Platform into service and controls the Alert Platform and (iii) any rights of review and approval granted to Customer hereunder relate to program content and the performance of Applications in accordance with the Technical Requirements, but not the Alert Platform.

Professional Services

Professional Services Overview. CX360’s Professional Services team includes analysts, user experience designers, software engineers and other customer experience professionals that Customer may utilize for assistance with building functionality for Applications on either the HVCA or Alert Platform(s). Applicable rates for Professional Services shown in Appendix 2 of this Service Description.

CX360 can provide a budgetary estimate of Professional Services upon request from Customer, and the parties agree any such estimate may differ from the actual billable amount. Customer is responsible to support the needs of the professional service roles identified to ensure efficient execution on requested initiative.

Customer acknowledges that Customer changes and/or deviations from the assumptions made under the Contract Documents that arise during the performance of Services will affect the schedule, fees, expenses, tasks and/or effort required for CX360 to complete the services. The parties agree that such changes and/or deviations and/or the failure of any party to meet its responsibilities will result in adjustment to pricing for the services. The parties agree to negotiate in good faith such adjustments and they shall be documented in a mutually approved change order executed by authorized representatives of CX360 and Customer.

Notwithstanding anything to the contrary in this Service Description, either party may terminate the Professional Services purchased under the SOW upon 30 days’ prior written notice. Any such notice to CX360 must be sent via email to legal@mosaicx.com. Notwithstanding anything to the contrary in this Service Description, the Professional Services purchased under the SOW shall not renew except upon written agreement signed by an authorized representative of each party.

Terms and Conditions

Term and Termination. The Initial Term shall be as set forth on page 1 of the SOW (the “Initial Term”) and shall automatically renew for successive 12-month periods (each a “Renewal Term” unless either party provides notice of its intent to not renew the SOW at least 60 days prior to the end of the then-current Initial Term or Renewal Term, as applicable. The Initial Term and any Renewal Terms shall be referred to collectively as the “SOW Term”.

Neither party may terminate the SOW without cause or for convenience. Either party may terminate the SOW as follows (each a “Termination for Cause”):

By either party upon the failure by the other party to perform any material obligation hereunder that is not cured within thirty (30) days after receipt of written notice and demand for cure from the affected party.
By either party upon the material violation by the other party of any applicable state or federal law, statute, rule or regulation in relation to its performance of the SOW; provided that such right to terminate shall only be available for thirty (30) days from the time that the non-violating party is aware or should have been aware of such breach.
By CX360 upon 14 calendar days’ written notice if undisputed payments are in arrears. In addition, CX360 may take any or all of the following actions any time undisputed payments are 14 or more calendar days’ in arrears: (i) suspend the Services and/or web interfaces relating to the Services; or (ii) withhold data or reports.

In the event of any termination of the SOW other than a Termination for Cause by Customer, Customer shall compensate CX360 for all Services provided and costs incurred in accordance with the Contract Documents as well as all MC fees that may be due for all remaining months in the SOW Term. All termination and non-renewal notices must be sent in writing to CX360 via e-mail to legal@mosaicx.com or any successor email address communicated by CX360 to Customer.

Minimum Commitment. Beginning on the SOW Start Date, Customer shall meet any and all monthly service commitments documented in the SOW (collectively the “MC”) during the SOW Term. At the end of each month during the SOW Term, Customer agrees to full payment of any shortfall resulting from Customer’s failure to meet the MC and any such shortfall shall appear as a line item on Customer’s invoice. All transactions billed to the Customer for the Services will go towards the MC. Any taxes, training charges, ancillary charges, recording, monitoring, storage, carrier Pass-Thru fees, or surcharges of any kind will not apply towards the MC. Upon any termination of the SOW for any reason other than a Termination For Cause by Customer, Customer shall pay the MC fees due for each month remaining in the SOW Term within thirty (30) days of such termination. The parties agree and acknowledge that CX360 has made pricing concessions based on the provisions agreed to in the Contract Documents and that any shortfall payments due under the Contract Documents are a fair approximation of the damages that would be caused to CX360 and does not constitute a penalty.

Purchase Orders. Any purchase order submitted by Customer is for administrative purposes only and any provisions in such purchase order which are different from or in addition to the terms of the SOW shall not be binding on CX360, even if signed by CX360 and returned to Customer.

Excluded Events. Customer expressly acknowledges and agrees CX360’s obligation to perform the Services provided under the SOW does not include the performance of any services that may be required to resolve issues caused by any of the following (each, an “Excluded Event”):

Issues caused by Customer-owned or third-party applications or Customer-maintained infrastructure including, but not limited to, wide area network, local area network, equipment, agent desktop, customer relationship management, Web servers, databases, stored procedures, and mainframes;
Systems interoperability, requirements modifications, software compatibility;
Customer's failure to properly maintain Customer's site and/or equipment which CX360 needs to use during the delivery of Services;
Alterations to Customer's site or equipment made by Customer or a third party during and/or after CX360's completion of delivery of Services;
Customer’s environment, code, network or related systems components; or
Anything outside the control of CX360.

If Customer engages CX360’s technical support personnel to diagnose an issue and CX360 determines in its reasonable judgment that the issue is caused by an Excluded Event, Customer shall pay for any time incurred by CX360 in diagnosing, troubleshooting, and/or repairing the issue at CX360’s then-current hourly rates for the applicable professional services as set forth in Appendix 2.

Dependencies and Assumptions. The SOW and pricing set forth therein was developed based on the following dependencies and assumptions, which if not accurate or adhered to, may require a change in the applicable scope of Services and/or fees. The dependencies and assumptions include:

Customer’s Primary Contact (“PC”), as identified in the SOW, or the PC’s designee, must be available to CX360 during the entire engagement. The representative must have sufficient authority to schedule testing and address any issues that may arise.
CX360 is not responsible for any work activities or tasks in this document that are not specifically stated as CX360’s responsibility.
Customer will provide resources and information as needed or requested to enable CX360 to sufficiently perform the Services, and to ensure timely participation of key technical and business personnel so that the objectives of the project can be accomplished without delay and cost over-runs. This will include access to Customer personnel who can provide timely information related to the business operations, organizational structure, network architecture, security controls, disaster recovery and general daily operational processes and procedures. Customer is solely responsible for providing access to and coordinating any required interviews or testing with Customer’s third parties or service providers.
If Customer does not specifically state in writing to CX360 a failure of a task, Licensed materials or Service to meet its satisfaction within five business days of delivery, the task will be deemed accepted.
Any services to be performed that are not specifically outlined in this document will be billed at the hourly rates outlined in Appendix 2 to this Service Description.
Any disagreement on the scope of CX360’s obligations will be documented in writing. Both parties will identify and use commercially reasonable efforts to agree to a resolution within three business days of the disagreement being documented and furnished to both parties.
CX360, with input from Customer, will be responsible for planning and performing user level testing, including re-testing after problem fixes. User testing serves as another level of testing and quality assurance before bringing the solution on-line for customers. After each round of testing, Customer will document in writing any way(s) in which the solution does not conform to the specification. CX360 will make commercially reasonable efforts to correct the documented defect(s) for re-testing as part of the time allocated to support Customer’s user testing activities.
Test data and availability of Customer APIs for Customer’s systems is Customer’s responsibility, including any third-party vendors’ edge systems. Customer will provide the associated expected outcome of Customer systems which will be incorporated into the user test plan.
No load or performance testing is offered in the SOW. CX360 can provide further information about load testing services upon request.

License.

During the SOW Term and subject to CX360’s compliance with these terms and conditions, Customer hereby grants to CX360 a royalty free, limited, nonexclusive, personal, non-transferable, license to use the Customer Intellectual Property to enable CX360 to provide the Services.
Upon the payment of all costs and fees due hereunder by Customer, CX360 hereby grants to Customer a nonexclusive, limited, personal, non-transferable license to use, and make derivative works of the Licensed Material solely for Customer’s internal business purposes provided that Customer may not resell, timeshare or sub-license the Licensed Material. The license granted herein from CX360 to Customer shall immediately terminate upon any breach of any of the Contract Documents by Customer which remains uncured for a period of 10 days after written notice from CX360. In such case, Customer agrees to immediately cease all use of the Licensed Materials and any derivative works thereof.

Responsibility for Messages. Customer represents and warrants that:

Customer is solely responsible for pre-recorded voice and/or text messages sent to recipients (“Messages”), including the need to include an interactive opt-out mechanism if required by law; (b) Customer has the legal right to use and send all Messages to the recipients (“Recipients”); (c) the timing (including any limits on number of Messages) and purpose of all Messages, campaigns and programs are in compliance with all applicable laws, rules and regulations; (d) CX360’s use of the Messages as directed shall not violate the rights of any third party or any law, rules or regulation;
Customer has prior express consent to contact each wireless phone number delivered by Customer to CX360 in connection with the provision of any Services delivering a prerecorded or text message (“Notification Services”) and the intended contact Recipient is the current subscriber to, or the non-subscriber customary user of, the wireless phone number. Upon request by CX360, Customer shall promptly provide, in writing, proof of prior express consent and Customer’s processes for consent management;
If the Messages are initiated to induce the purchase of goods or services or to solicit a charitable contribution (“Solicitations”), Customer has incorporated an interactive opt-out mechanism as part of the program;
Customer has, unless an exemption applies, obtained from the Recipient of any Solicitation an express written agreement that meets the requirements set forth in Section 310.4(b)(1)(v)(A) of the FTC’s Telemarketing Sales Rule and Section 64.1200(f)(8) of the FCC’s Telephone Consumer Protection Act Rules; and
The parties agree that, where CX360 reasonably believes Customer may not have complied with the provisions of this section or with all applicable laws, rules and regulations, CX360 may, at its option and Customer’s cost: (i) scrub all numbers against any appropriate data base deemed necessary to remove all wireless phone numbers and promptly notify Customer of such action, (ii) insert an interactive opt-out mechanism and pass the resulting data to Customer, and/or (iii) temporarily suspend Services related to the compliance concern.

Customer shall indemnify, defend and hold CX360, its affiliates and their officers, directors, employees and agents harmless from and against any and all claims of loss, damages, liability, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from CX360 following Customer’s instructions in sending the Messages and/or Customer’s breach of any representation and warranty set forth in this Section.

Ownership. CX360 or its suppliers retain all right, title, and interest, including all intellectual property rights, relating to or embodied in the Platform(s), Application(s), Services, Licensed Material(s) and solution description document(s), including without limitation all technology, telephone numbers, web addresses, software, systems, configurations, output and/or customizations relating to the Services. None of the foregoing shall be considered work for hire. CX360 may use any feedback Customer provides to CX360 or its representatives in connection with Customer’s use of the Services and Customer consents to same without remuneration.

Fees. In consideration of CX360 providing the Services, Customer shall pay to CX360 fees in U.S. Dollars, to a location in the United States of America designated by CX360. CX360 may commence charging for Professional Services and usage-based services as early as the SOW Start Date. On each twelve (12) month anniversary of the SOW, CX360 may, in its sole discretion, increase pricing by the CPI-U for all items, not seasonally adjusted, for Midwestern Size Class B/C cities (CPI) for the same period, if applicable, and such rate increases shall appear on Customer’s invoices. The pricing provided by CX360 assumes Customer will be operating under its normal business hours and conditions. In the event Customer requires a special or expedited campaign or other accommodation(s) to address an unusual event including but not limited to a Force Majeure Event, such campaign, services or other accommodation(s) and corresponding pricing will be addressed in a separate statement of work or amendment.

Invoicing. Payment terms shall be as set forth in the Agreement. In the event that Customer is 14 or more days in arrears on any payment to CX360, CX360 suspend the services provided under the SOW. Customer’s Primary Place of Use is identified in the SOW. If the Primary Place of Use field is not populated on the SOW, then the Primary Place of Use shall be deemed to be the Customer Address shown at the top of the SOW. “Primary Place of Use” is defined as the location which will be used in the determination of the state and local tax jurisdiction to be applied by CX360 during the invoice process. In the event Customer is a tax-exempt organization, Customer will provide CX360 with its tax-exempt certification; otherwise, CX360 will include tax if applicable to Customer invoices. In the event Customer is required by law to make any deductions or to withhold from Customer’s payment to CX360, Customer shall pay CX360 such additional amounts so that the net amount CX360 receives from Customer is equal to the full amount for the charges which CX360 would have received from Customer had such withholding not been made.

Travel. Any required travel expenses are not included in the fees and will be billed separately. CX360 will use commercially reasonable efforts to travel as efficiently and cost effectively as possible given timing and travel requirements. Valid travel expenses typically include parking, meals, lodging, airfare, mileage, and/or automobile rental, and shall be paid in accordance with the terms of the Agreement.

Disclaimer of Warranties. CX360 AND ITS SUPPLIERS PROVIDE THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER CX360, ITS AFFILIATES OR SUPPLIERS WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

Change in Law. If any present or future change in applicable law, rule or regulation requires a modification or waiver of any term of the SOW, the parties will promptly and in good faith undertake the actions required by such change in law, rule or regulation. In the event of any governmental prohibition or required alteration of the Services, CX360 reserves the right to immediately suspend, modify or terminate Services.

Technology Migration. Customer acknowledges that maintain the Services requires occasional technology updates. CX360 reserves the right to modify the technology from time to time, and in such case: (1) CX360 shall provide a timeline for technology changes; and (2) Customer shall use best efforts to complete any and all required tasks necessary for a technology update within the timeline communicated by CX360. CX360 will work in good faith with Customer to support such technology updates. Customer acknowledges and agrees that in the event that Customer fails to complete tasks required to facilitate a technology update, (1) any Service Level Agreement applicable to the legacy technology/platform shall no longer apply; (2) CX360 shall not be responsible or liable for any failure of the legacy technology/platform; (3) any cost to maintain the legacy technology/platform shall be at Customer’s sole expense; and (4) CX360 may terminate the SOW without penalty upon 30 calendar days’ notice to Customer and Customer’s failure to cure the missed migration timeline.

Customer Premise Equipment. Except as otherwise agreed between the parties, CX360 does not provide support for Customer Premise Equipment (“CPE”). As between Customer and CX360, Customer shall be solely responsible for maintenance, support and troubleshooting of all CPE. In the event that Customer.

Private Connectivity Convenience Fee. Customer acknowledges that VPN and/or MPLS connectivity to CX360’s on-premise HVCA platform requires dedication of physical space, maintenance and overhead expenses in order to maintain such connectivity. Wherefore, the parties agree that in the event that Customer connects to the legacy, on-premise HVCA platform, the following fees will apply beginning on the SOW Start Date and continuing for each month (or portion thereof) until Customer removes such connectivity:

Connection Type	Monthly Private Connectivity Convenience Fee
VPN connection	$2,000.00
MPLS / physical connection	$4,000.00
VPN and MPLS	$6,000.00

For the avoidance of doubt, connection to the cloud-based HVCA platform will be via secure connection to the Internet.

Last modified: October 23, 2023

Appendix 1-A

Service Level Agreement

applicable to HVCA Services

CX360 will use best practices and commercially reasonable efforts to provide the HVCA Services with at least 99.99% uptime. Based upon the HVCA Platform Availability uptime percentage achieved by CX360 during the month as shown in Table 1 below, when applicable, CX360 will issue a Service Level credit to Customer equal to the applicable credit percentage shown in Table 1 multiplied by the applicable Minimum Monthly Service Commitment for the affected HVCA Service(s) for the month in which the Service Level failure occurred:

Table 1

HVCA Platform Availability Uptime Percentage	Credit Percentage
Less than 99.99% and greater than or equal to 99.95%	1%
Less than 99.95% and greater than or equal to 99.80%	3%
Less than 99.80% and greater than or equal to 99.50%	5%
Less than 99.50% and greater than or equal to 98.50%	7%
Less than 98.50%	9%

The uptime percentage equals (1- (Transactions Impacted by Outage / Total Transactions Offered to HVCA Platform during the Month)).

CX360 is not responsible for failure to meet any Service Level resulting from:

failures attributable to Customer including but not limited to Customer: (a) equipment, (b) internet connection, (c) input, (d) network, (e) facility, (f) databases, (g) error, (h) software, (i) services, (j) third-party-providers; or (k) transaction volume twenty-five percent (25%) greater than Customer’s average monthly transaction volume based on the preceding three (3) months;
approved Scheduled Maintenance windows;
failure of Customer or its agents to abide by the terms of the Agreement or SOWs;
negligence of Customer or others authorized by Customer to use the Service; and/or
Force Majeure incidents as defined in the Agreement

In order to receive any Service Level credit, Customer must request the credit no later than thirty (30) days after the end of the month the credit was earned and Customer must not be past due on any invoices. The Service Level credit is the Customer’s sole remedy for any failure by CX360 to meet the Service Level. Customer shall not be entitled to more than one credit for any given incident.

Appendix 1-B

Service Level Agreement

applicable to Alert Services

CX360 will use best practices and commercially reasonable efforts to provide the Alert Services with at least 99.99% uptime. Based upon the Alert Platform Availability uptime percentage achieved by CX360 during the month as shown in Table 1 below, when applicable, CX360 will issue a Service Level credit to Customer equal to the applicable credit percentage shown in Table 1 multiplied by the applicable Minimum Monthly Service Commitment for the affected Alert Service(s) for the month in which the Service Level failure occurred:

Table 1

Alert Platform Availability Uptime Percentage	Credit Percentage
Less than 99.99% and greater than or equal to 99.95%	1%
Less than 99.95% and greater than or equal to 99.80%	3%
Less than 99.80% and greater than or equal to 99.50%	5%
Less than 99.50% and greater than or equal to 98.50%	7%
Less than 98.50%	9%

The uptime percentage equals (1- (Transactions Impacted by Outage / Total Transactions Offered to Alert Platform during the Month)).

CX360 is not responsible for failure to meet any Service Level resulting from:

failures attributable to Customer including but not limited to Customer: (a) equipment, (b) internet connection, (c) input, (d) network, (e) facility, (f) databases, (g) error, (h) software, (i) services, (j) third-party-providers; or (k) transaction volume twenty-five percent (25%) greater than Customer’s average monthly transaction volume based on the preceding three (3) months;
approved Scheduled Maintenance windows;
failure of Customer or its agents to abide by the terms of the Agreement or SOWs;
negligence of Customer or others authorized by Customer to use the Service; and/or
Force Majeure incidents as defined in the Agreement.

Appendix 2

Professional Services Hourly Rates

Project Management
Skill	Rate ($USD)	Expedited Request	Nights & Weekends	Holidays
Product Owner	$200	$400	$300	$500
Scrum Master	$150	$300	$225	$375
Technical Requirement Analyst	$150	$300	$225	$375

Solution Delivery
Skill	Rate ($USD)	Expedited Request	Nights & Weekends	Holidays
Application Developer	$200	$400	$300	$500
Quality Assurance Engineer	$175	$350	$263	$438
Application Reporting Specialist	$150	$300	$225	$375
Success Coach/Customer Engagement	$150	$300	$225	$375

Subject Matter Experts
Skill	Rate ($USD)	Expedited Request	Nights & Weekends	Holidays
Business Solution Architecture	$350	$700	$525	$875
IT Operations	$200	$400	$300	$500
Business Intelligence & Analytics	$300	$600	$450	$750
UI / UX Design	$250	$500	$375	$625
Speech Science, Recognition, & Design	$250	$500	$375	$625
Systems Engineer	$200	$400	$300	$500
Audio Recording / Studio Production	$150	$300	$225	$375

All Professional Services are performed on a time and material basis for the purpose of any support needs outside of Help Desk as described in section 2.1.4.

Travel and expenses are not included in the fees and will be billed separately. CX360 will use commercially reasonable efforts to travel as efficiently and cost effectively as possible given timing and travel requirements. Valid expenses typically include parking, meals, lodging, photocopying, communication costs, airfare, mileage, and/or automobile rental.

Appendix 3

Definitions

“Acceptance” means either (i) written notification from Customer that the Application or Change Order meets the Technical Requirements or (ii) such Application or Change Order begins processing traffic on the applicable Platform.

“Advanced Speech Recognition” or “ASR” means the ability for a caller to speak directed dialogue within the Application to navigate within the Application.

“Answer Supervision” means the response provided by the applicable Platform when it accepts a call offered to it by the carrier network.

“Application” means the unique software for an IVR program associated with a defined set of Technical Requirements. Applications are not considered work for hire.

“Change Control Management” means the formal process by which modifications to the Technical Requirements for an Application on the applicable Platform or other supporting infrastructure are formally executed to ensure mutual approval, communication and notification between all parties. The Change Control Management process shall be as follows: upon receipt of written requests for change, CX360 will provide a written time and cost to Customer subject to the fees as defined by the SOW and shall only proceed with such change if a Change Order is approved by the parties. The parties acknowledge and agree the Change Control Management process does not agree to Technology Migration.

“Change Order” means a document executed by the parties that modifies existing, approved Technical Requirements or other supporting infrastructure for an Application on the applicable Platform.

“Contract Documents” shall mean the SOW, this Service Description and any Exhibits and/or Appendices to any of the foregoing documents.

“Customer Intellectual Property” shall mean all intellectual property rights to any software, hardware, systems, documentation, phone numbers, or data owned by Customer or its licensors and provided to CX360 by Customer under the SOW or as reasonably necessary for CX360 to provide the Services set forth in the SOW.

“Customer of Record” or “COR” means the party responsible for inbound long distance charges, toll free transport, and related advanced features required by the SOW, including responsibility for the provisioning and troubleshooting of carrier services and features.

“DTMF” means Dual Tone Multi-Frequency.

“Go-Live Date” means the date on which a Customer Application or Application Change Order is moved to production on the applicable Platform.

“Implementation” means the initial set-up process by which a new Application is designed, developed, tested and ultimately Goes Live on the applicable Platform.

“Interface” means the process associated with connecting a device or system on the applicable Platform to a device or system outside such Platform for the purpose of exchanging data in accordance with Technical Requirements. If applicable, the devices or systems may be resident within a Customer premise or at a Customer-designated third party premise.

“Licensed Material” shall mean the items that are created by CX360 under the SOW (such as call flow design, scripts, voice prompts, and voice recordings) and provided to Customer, but does not include any other item including but not limited to billing, host interface messaging, provisioning, reporting, monitoring, or database access materials.

“Platform” means the shared standard hardware, software, and facilities used by CX360 to provide services for its customers including but not limited to interactive voice response units, telecommunications access equipment, database servers, communication servers (to remote sites), LAN/WAN infrastructure, and power infrastructure, but shall not include anything provided by or through Customer or its third party providers. Platforms available under the SOW are the HVCA Platform and/or the Alert Platform.

“Platform Availability” means the availability of adequate resources for CX360 to operate the applicable Platform.

“Script” means the documentation detailing the voice slots and associated verbiage for an Application.

“Service Levels” means the standards by which the Services are delivered by CX360 as set forth in Appendix 1, incorporated herein by reference.

“Services” means the services purchased under the SOW.

“SOW Start Date” is the agreed-upon date the Initial Term of the SOW commences, and shall be as set forth in the SOW. Billing for the Services commences on the SOW Start Date.

“Technical Requirements” means the final set of written documents supporting initial implementation of the Customer’s Application on the applicable Platform, as agreed upon and executed by Customer and CX360. Technical Requirements are sustained throughout the SOW Term and include any applicable Change Orders or amendments mutually approved by Customer and CX360 in accordance with the Contract Documents. The Technical Requirements associated with each Application shall be drafted in a final business requirements document which defines the features, functionality, call flow, business rules, IVR Script, reporting and Go-Live Date for each Application. Once executed by both parties, the Technical Requirements shall be the final, defining documents upon which Application code is created, test plans (which will include, but not be limited to, tests of CX360 systems and integration with Customer systems) are developed and validated and performance metrics are measured.

“Usage Charges” means the charges associated with any call received or made by the applicable Platform upon which an Answer Supervision response has been returned by such Platform to the carrier network. Unless otherwise agreed to in writing by the parties, Usage Charges will be billed in: 30/:01 increments for all minutes with the initial 30 seconds will be billed as a minimum per call with per second (:01) billing thereafter for each call.

Utilities Service Description

HVCA Services Description

Alert Services Description

Professional Services

Terms and Conditions

Appendix 1-A

Appendix 1-B

Appendix 2

Appendix 3

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