CX360 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.
Platform Services Description
Overview. CX360 will operate, monitor and maintain the Conversational AI Platform (“CAIP”), as applicable, in accordance with the SOW and CX360 will accept transactions presented to the Platform as defined by the API Specifications, Technical Requirements, or both (the “Services”).
Regulated Services. CX360 is not a provider of telecommunications 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.
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.
Service Components:
1. Service APIs. CX360 will provide and maintain standard application programming interface (“API”) access to the Platform in accordance with CX360’s standard API specifications (“API Specifications”). The CX360 Platform and APIs are the sole and exclusive property of CX360.
2. Platform Operation. CX360 will provision and manage the 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.
3. Platform Transactional Data. CX360 will provide transaction dispositions as part of the API Specifications on a transaction-by-transaction basis.
4. 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.
5. CX360-Managed Applications. CX360’s Platform Services do not include any CX360-managed Applications as part of the Platform Services. If Customer is purchasing managed Applications, the section below titled “Professional and Managed Services” contains the terms applicable to Customer’s purchase of managed Applications.
Service Operations:
1. Hours of Operations. CX360 will maintain the Platform Sunday through Saturday, 24 Hours a day 7 days a week. The Platform will use the UTC time zone for all output and data analysis.
2. Telecommunications Providers. Unless otherwise agreed by the Parties in writing: (a) CX360 will be Customer of Record on all outbound telecommunications; and (b) Customers will be responsible to provide Public SIP traffic on all inbound telecommunications traffic to Intrado’s Communication Edge devices.
3. Data Backup. Rolling thirty (30) day backups of transactional data will be performed by CX360 on a daily basis.
4. 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 Platform Service Details and Pricing Notes. The CX360 Voice Platform provides a scalable, SIP based software solution to allow customers to run VoiceXML 2.1 applications that create a better customer experience. Whether utilizing the built in touch-tone / DTMF or optionally accessing conversational AI services under a separate rate table, the Platform provides flexibility and serviceability without the extra overhead of an on-premise solutions.
Onboarding and Consulting. CX360 will provide support to provision an account and general access to services to administer functionality provided by the voice platform solution. As needed, customers can request consultation on how best to use the voice platform to integrate to the Application. Consultation estimate will be provided and approved through a Change Order prior to work starting.
Pricing Details and applicable terms:
- IVA Platform 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 IVA Platform will be billed with a minimum of 1- minute duration.
Voice Transport Service Details and Pricing Notes.
For Outbound calls, CX360 is able to transfer to existing toll and toll-free phone numbers to bridge calls.
Answering Machine Detection. Answering Machine Detection (“AMD”) enables your outbound IVA 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
- AMD is charged per call when activated by the IVA application
- AMD support will not be provided if Customer fails to instrument AMD per the then-current product documentation
- Itemization of Advanced Calling Features and corresponding pricing is set forth in the SOW, if applicable.
Conversational Services Details and Pricing Notes. CX360 has partnered with the premier Natural Language Understanding (“NLU”) and Intent technology provider and supports multiple languages for text to speech, speech to text, and intent recognition services.
Languages.
All languages provided by the technology are supported. CX360 does not provide language expertise on any languages other than en-US and es-US for Text to Speech or Speech to Text functionality.
Pricing Details and applicable terms:
- Includes speech recognition, intent identification and text-to-speech services
- 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
- Conversational services do not include creation and training support
- Includes text to speech usage for up to 25% of committed volume. For example, if client commits 1,000,000 IVA Platform minutes per month, the client is eligible for up-to 250,000 minutes of TTS playback for the month. If client surpasses 25% on a given call, CX360 cannot guarantee that text to speech resources will be available
- Itemization of Conversational Services 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 the client. CX360 will allow access to the services through fully supported APIs. The client is required to update their integration as requested to maintain supportability of the services.
Pricing Details and applicable terms:
- 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 |
$0.0030 |
|
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 |
$0.005 |
|
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 the client 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.
- 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:
1. Provide the Services in accordance with the Service Level Agreement attached hereto as Appendix 1
2. Provide and maintain cloud resources as it relates to the Platform, exclusive of Customer Application related servers or infrastructure.
3. Provide API Specifications documentation for access to and use of the CX360 Platform.
4. Provide 24x7 support to report service-related issues. The Help Desk can be contacted at 1 (800) 388-9713.
5. CX360 reserves the right to modify, revise, or upgrade the Services including, but not limited to, access procedures, API Specifications, documentation, suppliers and Services offered. Provider 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:
1. 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.
2. Adhere to the API Specifications document in all respects with regards to accessing the CX360 Platform and associated APIs.
3. 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.
4. Complete and/or coordinate any necessary telecommunications and networking systems configuration changes at any Customer or designated third-party locations, if applicable.
5. Be responsible for providing and maintaining the hardware and software necessary to support the API Specifications and related access to the CX360 Platform and APIs.
6. 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.
7. 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.
Professional and Managed Services
Professional Services Overview. CX360’s Professional Services team includes analysts, user experience designers, software engineers and other customer experience professionals necessary to build IVA and/or Messaging Applications. The specific work product to be produced for Customer is detailed in a scope document or a change request, if and as applicable.
Application Management Services Overview. Application Management Services are comprised of Application monitoring and Customer Services support, as well as features only available to fully managed service configurations. An Application Management Service Fee of fifteen percent shall be applied to all Services purchased by Customer other than nonrecurring charges and charges for Professional Services shown in Appendix 2 of this Service Description.
Application Management. CX360 will design, develop, test, deploy and operate the Application as described in Exhibit a to the SOW, if applicable.
Included Features:
Infrastructure. Application components including compute, database, caching service, 24x7 monitoring, incident support and business continuity plan
Reporting and Analytics. Standard performance reporting allows you to gain insight into the performance of your Application.
Support. Success Coach support includes up to a total aggregate amount of ten (10) hours per month of Success Coach time regardless of the number of individuals supporting the program, which may be applied to any of the following activities:
- Answer reasonable questions with regards to Application operation
- One monthly Application performance review
- One quarterly business review
- Consultation on application performance improvements
- Business as usual, non-project-related intake requests
Any Success Coach hours in excess of 10 hours per month will be billed at the rates in Appendix 2 to this Service Description.
In the event Success Coach personnel participate in technical support troubleshooting and CX360 determines in its reasonable judgement that the issue was not caused by an Excluded Event as defined in the Terms and Conditions section of this Service Description, Success Coach hours spent on troubleshooting will not be decremented from the monthly allotment of 10 hours.
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.
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:
1. 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.
2. CX360 is not responsible for any work activities or tasks in this document that are not specifically stated as CX360’s responsibility.
3. 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.
4. If Customer does not specifically state in writing to CX360 a failure of a task, Deliverable or Service to meet its satisfaction within five business days of delivery, the task will be deemed accepted.
5. 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.
6. 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.
7. 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.
8. 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.
9. No load or performance testing is offered in the SOW. CX360 can provide further information about load testing services upon request.
License.
1. 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 IP to enable CX360 to provide the Services.
2. 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 Licensed Materials will be provided along with source code where applicable and will be provided in the format of CX360’s standard format including relevant development environment which may change from time to time at CX360’s sole discretion. The license granted herein from CX360 to Customer shall immediately terminate upon any breach of the Contract Documents or the Agreement by Customer which remains uncured for a period of 10 days after written notice from CX360 including, but not limited to, any payment of costs, fees or minimum commitment fees owed by Customer. In such case, Customer agrees to immediately cease all use of the Licensed Materials and any derivative works thereof.
Additional Terms Specific to Professional Services:
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@mail.intrado.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 and may be renewed in writing by the Parties prior to the end of the SOW Term. The Parties shall use reasonable efforts to begin renewal discussions one hundred twenty (120) days prior to the expiration of the SOW Term. In the event the Parties fail to renew the SOW prior to expiration of the SOW Term, and neither party has provided notice to the other that it does not intend to renew the SOW, the SOW shall automatically renew for successive thirty (30) day periods at three (3) times the rates that were in place under the immediately preceding SOW Term and at three (3) times the then-current MC. The current term shall be referred to as the “SOW Term” herein.
Either party may terminate the SOW 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 is aware or should have been aware of 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. All termination and non-renewal notices must be sent in writing to CX360 via e-mail to legal@intrado.com.
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 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 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.
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' completion of delivery of Services;
5. Customer’s environment, code, network or related systems components; or
6. 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 in Schedule 3.
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; (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;
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.
Ownership. CX360 or its 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.
Referrals. 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 CX360's services. In addition, CX360 shall be entitled to include Customer on CX360's published customer lists.
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, based on the pricing set forth in Schedule 1, incorporated herein by reference, for the Services. 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 provided by CX360 in Schedule 1 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.
Invoicing. Payment terms shall be as set forth in the Agreement. 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 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.
Technology Migration. Customer acknowledges that their IVA application is currently deployed on legacy technology managed by CX360. CX360 reserves the right to discontinue use of such technology with ninety (90) day notice. CX360 will work in good faith with Customer to provide an alternative technology platform and negotiate with Customer the cost of migration.
Customer Premise Equipment. Except as otherwise agreed between the parties, CX360 does not provide support for Customer Premise Equipment (“CPE”). Although Customer may receive support for its CPE from Cisco, as between Customer and CX360, Customer shall be solely responsible for maintenance, support and troubleshooting of all CPE.
Appendix 1
Service Level Agreement
CX360 will use best practices and commercially reasonable efforts to provide the Services with at least 99.99% uptime. Based upon the 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 an amount equal to the monthly average of the applicable Minimum Commitment for the affected Service(s) for the month in which the Service Level failure occurred:
Table 1
|
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 Platform during the Month)).
For example, and for illustrative purposes only:
- Suppose customer is in the middle of a 3-year Initial Term with a minimum annual commitment of $1,200,000.00. Suppose further that CX360's uptime during a given month was 99.91% and customer's request for a service level credit was timely and proper. In this case, the applicable service level credit would be $3,000.00 (calculated as (($1,200,000.00 ÷ 12) * 0.03)).
- Suppose customer is in he middle of a 3-year Initial Term with a minimum annual commitment of $1,800,000.00. Suppose further that CX360's uptime during a given month was 99.65% and customer's request for a service level credit was timely and proper. In this case, the applicable service level credit would be $2,500.00 (calculated as (($1,800,000.00 ÷ 36) * 0.05)).
CX360 is not responsible for failure to meet any Service Level resulting from:
- failures attributable to Customer including but not limited to Customer: (a) equipment, (b) internet connection, (c) input, (d) network, (e) facility, (f) databases, (g) error, (h) software, (i) services, (j) third-party-providers; or (k) transaction volume twenty-five percent (25%) greater than Customer’s average monthly transaction volume based on the preceding three (3) months;
- approved Scheduled Maintenance windows;
- failure of Customer or its agents to abide by the terms of the Agreement or SOWs;
- negligence of Customer or others authorized by Customer to use the Service; and/or
- Force Majeure incidents as defined in the Agreement.
In order to receive any Service Level credit, Customer must request the credit in writing no later than thirty (30) days after the end of the month the credit was earned and Customer must not be past due on any invoices. The Service Level credit is the Customer’s sole remedy for any failure by CX360 to meet the Service Level. Customer shall not be entitled to more than one credit for any given incident.
Appendix 2
Professional Services Hourly Rates
|
Project Management |
||||
|---|---|---|---|---|
|
Skill |
Rate ($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 |
|
Application Developer (Offshore) |
$100 |
$200 |
$150 |
$250 |
|
Quality Assurance Analyst (Offshore) |
$75 |
$150 |
$113 |
$188 |
|
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. Provider 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
“Application” means the unique software for an IVA or SMS program associated with a defined set of Technical Requirements.
“Change Order” means a document executed by the Parties that modifies existing, approved Technical Requirements or other supporting infrastructure for an Application on the IVA 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” or “Customer IP” 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 hereunder.
“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.
“CX360 Intellectual Property” or “CX360 IP” shall mean all intellectual property rights relating to or embodied in the Services and the Licensed Materials including without limitation all software, hardware, systems, documentation, development tools, phone numbers, know-how, data, analytical procedures, techniques, skills, ideas and models related thereto.
“DTMF” means Dual Tone Multi-Frequency.
“Edge Device” is a device that provides an entry point into enterprise or service provider core networks.
“Effective Date” is the date of the SOW and shall be as set forth in the SOW.
“IVA” means an Interactive Virtual Assistant capability of CX360’s Platform.
“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.
“Mobile Terminated” (“MT”) Refers to a message being sent to a mobile handset from a short code or long code. The message is TERMINATED at the mobile/cellphone end.
“Mobile Originated” (“MO)” refers to a message being sent from a mobile handset to a short code or long code. The message is ORIGINATED at the mobile/cellphone end.
“Platform” means the shared standard cloud hardware, software, and facilities used by CX360 to provide services for its customers including but not limited to IVA and/or SMS, but shall not include anything provided by or through Customer or its third-party providers.
“Platform Availability” means the availability of adequate Platform resources to support incoming and outgoing IVA calls and SMS messages.
“Service Levels” means the standards by which the Services are delivered by CX360 as set forth in Schedule 2. Service Levels are reported and measured on a monthly basis.
“Services” means the IVA and/or SMS services set forth in the SOW.
“Solution Description Document” means the preliminary description of services to be delivered by CX360 upon which set up fees and pricing has been established. This document is the pre cursor to the final business requirements documents which are drafted after contract execution and become part of the overall Technical Requirements.
“SOW Start Date” is the agreed-upon date the Initial Term of the SOW commences, and shall be as set forth in the SOW.
“Technical Requirements” means the final set of written documents supporting initial implementation of the Customer’s CX360-Managed Application which will be documented under a separate Professional Services SOW.
Last modified: September 29, 2023