CX360 Service Description for Televox Services

 

Televox Services include AI powered patient communication and relationship management platforms to increase and enhance patient provider relationships utilizing web, RCS, SMS and Voice to meet the various needs of patient interactions.

This Service Description governs the purchase and use of Televox Services purchased through CX360 or used by Customer if no such SOW has been executed. In case of conflict between the Agreement and this CX360 Service Description for Televox Services, this CX360 Service Description for Televox Services shall govern and control.

  1. Definitions
    1. “Application” means the unique software for patient interaction programs provided by CX360 or its Affiliates or suppliers.
    2. “Contract Documents” shall mean the Agreement, the SOW, this Service Description and any Exhibits and/or Appendices to any of the foregoing documents.
    3. “Effective Date” is the date of the SOW and shall be as set forth in the SOW.
    4. “Licensed Material” shall mean the items set forth in the Deliverables section of the Contract Documents and the call flow design, scripts, voice prompts, and voice recordings that are created by CX360 under the Contract Documents 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.
    5. “Platform” means the shared standard cloud hardware, software, and facilities used by CX360 to provide the Services for its customers but shall not include anything provided by or through Customer or its third-party providers.
    6. “SOW Start Date” is the agreed-upon date the Initial Term of the SOW commences, and shall be as set forth in the SOW.
    7. “Subscription Service” means the Service(s) purchased under an applicable SOW.
  2. Customer Materials. Customer agrees to provide information reasonably required by CX360 to perform Services, including as applicable, but not limited to: scripts; message content, recipient contact information and lists, program content and materials; Customer or third party databases; forecasts; current process performance statistics; Customer or third party software, routing and network addresses and configurations; and key contacts for problem escalation (collectively the “Customer Materials”). Customer agrees that CX360’s obligation to provide Services is conditioned upon Customer providing all information and assistance reasonably required to perform the Services and Customer compliance with standards set forth by CX360 regarding hardware compatibility and installation requirements and Customer hereby agrees to timely provide all such information, assistance and compliance. CX360 may alter, expand, or reduce the features of the Services from time to time without notice to Customer.
  3. Definition of Provider. A provider is considered any individual or entity who sends patient notifications using the Services. For clarity, this definition is not limited to doctors, but includes without limitations mid-levels such as physician assistants, nurse practitioners, hygienists, radiology technicians and physical therapists. If CX360 identifies a difference between the number of contractually-permitted providers and the actual number of providers making notifications in a given month, CX360 will adjust the monthly billing to reflect the actual number of providers making notifications. Any such adjustment may be made at any time without notice.
  4. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). If Customer is a Covered Entity (as defined by HIPAA) and provides individually identifiable health information or PHI (each as defined by HIPAA) to CX360 as a Business Associate (as defined by HIPAA), then the Business Associate Agreement set forth at https://www.mosaicx.com/legal/business-associate-agreement is incorporated by reference herein.
  5. Data Protection. Each party shall comply with all applicable data protection legislation existing in each jurisdiction in which the Services are performed (together, the “Data Protection Laws”). Each party acknowledges that provision of the Services may involve the collection, processing, storage or recording of certain personal information (or similar term as defined by the applicable Data Protection Laws). CX360 will take appropriate technical and organizational measures to prevent unauthorized or unlawful processing, accidental loss, destruction or damage to such personal information. The parties acknowledge Customer is the “Data Controller” of such personal information and CX360 acts as a Data Processor in relation to such personal information. Personal information may be processed by CX360 and its affiliates or subprocessors throughout the world. CX360 will provide a list of subprocessors to Customer upon written request. Customer shall obtain any patient authorizations and/or individual consents necessary for performance of the Services. Customer acknowledges and agrees that CX360 and its affiliates shall have the right to process, aggregate, and analyze deidentified data relating to the provision, use and performance of the Services. CX360 and its affiliates may, during and after the Term, use the deidentified data to improve and enhance the Services, for the development of Services, and analytics related to the Services. CX360 will provide the Services in accordance with the West Technology Group, LLC Global Privacy Statement set forth at https://www.west.com/legal-privacy/.
  6. Investigation and Enforcement of the Agreement. All users of the Services must adhere to the terms of the Contract Documents. CX360 reserves the right, but is not obligated, to strictly enforce the terms of the Contract Documents through self-help, active investigation, litigation and/or prosecution. CX360 may also access and disclose any information (including transactional information) related to Customer’s access and use of CX360’s website or system(s) for any lawful reason, including but not limited to: (a) responding to emergencies; (b) complying with law, rule or regulation (e.g., a lawful subpoena); (c) protecting CX360’s rights or property and those of CX360’s customers; or (d) protecting users of the Services and carriers from fraudulent, abusive, or unlawful use of such Services.
  7. Term. The duration of the Initial Term shall be as set forth on page 1 of the SOW. Each Subscription begins as set forth in the SOW or if not addressed therein, the earlier of: (a) three (3) months from the execution date; or (b) go live of the applicable Subscription Service. All Services and/or Subscriptions provided under the SOW shall automatically renew for 1-year periods (each a “Renewal Term”) unless either party terminates the SOW or specific Subscription in writing not less than 90 days prior to the expiration of the then-current SOW or Subscription, which termination will be effective at the expiration of then-current SOW or Subscription. The “SOW Term” refers to the Initial Term and all Renewal Term(s).
  8. Termination. The SOW may be terminated as follows (each a “Termination for Cause”):

    1. 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.
    2. 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 discovered or should have discovered such breach.
    3. By CX360, upon fourteen (14) 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 fourteen (14) days in arrears: (i) suspend 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 within thirty (30) days of such termination. All termination and non-renewal notices must be sent in writing to CX360 via e-mail to legal@mosaicx.com. Any use of the Services after termination of the applicable SOW or Subscription may be billed at CX360’s standard rates.
  1. Minimum Commitment.Customer shall have a Minimum Annual Commitment (“MAC”) or Minimum Monthly Commitment (“MMC”), as specified in the SOW. Beginning on the SOW Start Date, Customer shall meet any and all MMCs and/or MACs documented in the SOW (collectively the “MC”) and the following terms apply during the SOW Term to each commitment type:

    1. MAC. At the end of each 12-month period during the SOW Term, Customer agrees to full payment of the shortfall resulting from Customer’s failure to meet the MAC 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 MAC. Any taxes, training charges, ancillary charges, recording, monitoring, storage fees or surcharges of any kind will not apply towards the MAC.
    2. MMC. At the end of each month during the SOW Term, Customer agrees to full payment of the 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 MMC. Any taxes, training charges, ancillary charges, recording, monitoring, storage fees or surcharges of any kind will not apply towards the MMC.
    The Parties agree and acknowledge that CX360 has made pricing concessions based on the minimum commitments agreed to in the SOW and that any shortfall payments due under the SOW are a reasonable estimate of CX360's actual damages resulting from Customer's failure to meet such commitments and do not constitute a penalty. Customer acknowledges that CX360's actual damages would be difficult to calculate with precision.
  1. Professional Services. Unless otherwise agreed in the SOW: (a) Professional Services are billed at a rate of $400 per hour; and (b) the hourly rate for Professional Services used during nights, weekends, holidays or as a result of a request for expedited services is $800. All Professional Services are performed on a time and material basis.
  2. Excluded Events.Customer expressly acknowledges and agrees that CX360’s obligation to perform the Services hereunder 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”):

    1. 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;
    2. Systems interoperability, requirements modifications, software compatibility;
    3. Customer's failure to properly maintain Customer's site and/or equipment which CX360 needs to use during the delivery of Services;
    4. 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;
    5. Customer’s environment, code, network or related systems components; or
    6. (f) 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 hourly rates for professional services as set forth above.
  1. Platform Transactions. A transaction is defined as any of:

    1. Email: 1 email (inbound or outbound).
    2. Voice: 1 minute or partial minute, outbound or inbound call. Voice calls exceeding one minute are billed at $0.08 per minute.
    3. Text Message (SMS/MMS): 1 segment (inbound or outbound). The first segment in any message is up to 160 characters, and each additional segment within a single message is up to 153 characters. Non-English language characters and some special characters (for example, emojis) are encoded differently and may be counted as multiple characters.
    4. Text Message (RCS): 1 segment (inbound or outbound). A Standard RCS message is under 5MB. A Rich Media RCS message is 5MB or more and is charged at a higher rate than a Standard RCS message. RCS Messaging is an add-on feature that is subject to a separate service description.
  2. Responsibility for Messages. Customer represents and warrants that:

    1. 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; (i) Customer has the legal right to use and send all Messages to the recipients (“Recipients”); (ii) 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; (iii) CX360’s use of the Messages as directed shall not violate the rights of any third party or any law, rules or regulation;
    2. 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;
    3. 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;
    4. 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
    5. 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 (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.
  1. Quality Assurance. Customer authorizes CX360’s monitoring including recording of calls
  2. CX360 or its affiliates or suppliers retain all right, title and interest, including all intellectual property rights, relating to or embodied in any Platform, Application, Services, Licensed Material and Solution Description Document, including without limitation all technology, telephone numbers, web addresses, software, systems and/or customizations relating to the Services. None of the foregoing shall be considered work for hire, and Customer's pricing for use of any of the foregoing reflects the fact that none of the foregoing are 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.
  3. Customer agrees to make reasonable efforts to act as a customer reference for CX360 and shall, upon CX360's reasonable request, participate in white papers about Customer's use of the Services. In addition, CX360 shall be entitled to include Customer’s name and/or logo on CX360's published customer lists.
  4. 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, for the Services provided under the SOW. CX360 may commence charging for Professional Services and usage-based services as early as the Effective 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 in accordance with the SOW. The pricing set forth in the SOW assumes Customer will be operating under its normal business hours and conditions. In the event Customer requires a special or expedited campaign to address an unusual event including but not limited to a Force Majeure Event, the campaign, services and pricing for that campaign will be addressed in a separate statement of work or amendment.
  5. Payment terms shall be as set forth in the Agreement. Customer agrees to pay in advance for all CX360 Services other than usage-based Services which will be invoiced as incurred. One-Time Charges shall be invoiced upon execution of the SOW. Except as expressly provided herein, all prepaid amounts are non-refundable. 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.
  6. 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.
  7. 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.
  8. Change in Law.If any present or future change in applicable law 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. In the event of any governmental prohibition or required alteration of the Service, CX360 reserves the right to immediately suspend, modify or terminate Services.
  9. Technology Migration. CX360 reserves the right to change the technology platform upon which it provides services upon at least 90 days’ notice and in such case, the parties will cooperate to achieve a successful, timely migration.
  10. Customer Premise Equipment. CX360 does not provide support for Customer Premise Equipment (“CPE”). Customer shall be solely responsible for maintenance, support and troubleshooting of all CPE.

Last modified: January 14, 2026