Televox Service Description

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

This Televox Service Description (“Service Description”) governs the purchase and use of Televox Services or used by Customer if no such Order Form has been executed. In case of conflict between the Agreement and this Service Description, this Service Description shall govern and control.

Definitions.
1. “Application” means the unique software for patient interaction programs provided by Televox or its Affiliates or suppliers.
2. “Contract Documents” shall mean the Agreement, the Order Form, this Service Description and any Exhibits and/or Appendices to any of the foregoing documents.
3. “Customer” shall have the same meaning as “Client” as that term is used in the Agreement.
4. “Effective Date” is the date of the Order Form and shall be as set forth in the Order Form.
5. “Go Live date” shall mean the date when Subscription Services are available for Client’s use.
6. “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 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.
7. “Platform” means the shared standard cloud hardware, software, and facilities used by Televox to provide the Services for its customers but shall not include anything provided by or through Customer or its third-party providers.
8. “Subscription Service” means the Service(s) purchased under an applicable Order Form.
Customer Materials. Customer agrees to provide information reasonably required by Televox to perform the 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”). Where required for carrier registration or review, Customer Materials include the applicable public Privacy Policy and messaging Terms and Conditions URLs and a description or evidence of the opt-in process. Customer agrees that Televox’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 Televox regarding hardware compatibility and installation requirements and Customer hereby agrees to timely provide all such information, assistance and compliance. Televox may alter, expand, or reduce the features of the Services from time to time without notice to Customer.
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 Televox identifies a difference between the number of contractually-permitted providers and the actual number of providers making notifications in a given month, Televox 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.
Privacy and Data Use. 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). Televox 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 Televox acts as a Data Processor in relation to such personal information. Personal information may be processed by Televox and its affiliates or subprocessors throughout the world. Televox 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 remains responsible for its required privacy notices and messaging consent disclosures. Customer acknowledges and agrees that Televox and its affiliates shall have the right to process, aggregate, and analyze deidentified data relating to the provision, use and performance of the Services. Televox 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. Televox will provide the Services in accordance with the WestCX Privacy Statement set forth at https://www.westcx.com/legal/privacy/.
Investigation and Enforcement of the Agreement. All users of the Services must adhere to the terms of the Contract Documents. Televox 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. Televox may also access and disclose any information (including transactional information) related to Customer’s access and use of Televox’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 Televox’s rights or property and those of Televox’s customers; or (d) protecting users of the Services and carriers from fraudulent, abusive, or unlawful use of such Services.
Term. The duration of the Initial Term shall be as set forth on page 1 of the Order Form. Each Subscription Term shall begin on the earlier of (a) Go Live of the applicable Subscription Service or (b) 3 months from the execution date, and end on the last day of the applicable Subscription Term, including any renewal(s) thereof. Invoicing of the monthly minimum fee, if applicable, will commence when the Subscription Term commences. All Subscription Terms shall automatically renew without interruption for successive one-year renewal terms (each a “Renewal Term”) unless either party terminates the Order Form or specific Subscription in writing not less than 90 days prior to the then-current Subscription Term or Renewal Term (as applicable), which termination will be effective at the expiration of then-current Order Form or Subscription. The “Order Form Term” refers to the Initial Term and all Renewal Term(s).
Termination. The Order Form 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 sixty (60) 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 Order Form; 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 Televox, upon ten (10) days written notice if undisputed payments are in arrears. In addition, Televox may take any or all of the following actions any time undisputed payments are ten (10) days in arrears: (i) suspend the Services; or (ii) withhold data or reports.
In the event of any termination of the Order Form other than a Termination for Cause by Customer, Customer shall compensate Televox 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 Order Form Term within thirty (30) days of such termination. All termination and non-renewal notices must be sent in writing to Televox via e-mail to legal@westcx.com. Any individual Subscription Services may be terminated in the same manner. Any use of the Services after termination of the applicable Order Form or Subscription may be billed at Televox’s standard rates.

Minimum Commitment.Customer shall have a Minimum Annual Commitment (“MAC”) and/or Minimum Monthly Commitment (“MMC”), as specified in the Order Form. Beginning on the first day of the applicable Subscription Term, Customer shall meet any and all MMCs and/or MACs documented in the Order Form (collectively the “MC”) and the following terms apply during the Order Form Term to each commitment type:
1. MAC. At the end of each 12-month period during the Order Form 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 Order Form 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.
All Subscription fees set forth herein are due for the entire Order Form Term. The Parties agree and acknowledge that Televox has made pricing concessions based on the minimum commitments agreed to in the Order Form and that any shortfall payments due under the Order Form are a reasonable estimate of Televox’s actual damages resulting from Customer's failure to meet such commitments and do not constitute a penalty. Customer acknowledges that Televox’s actual damages would be difficult to calculate with precision.

Professional Services. Unless otherwise agreed in the Order Form: (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.
Excluded Events.Customer expressly acknowledges and agrees that Televox’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 Televox 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 Televox's completion of delivery of Services;
5. Customer’s environment, code, network or related systems components; or
6. anything outside the control of Televox.
If Customer engages Televox’s technical support personnel to diagnose an issue and Televox determines in its reasonable judgment that the issue is caused by an Excluded Event, Customer shall pay for any time incurred by Televox in diagnosing, troubleshooting, and/or repairing the issue at Televox’s hourly rates for professional services as set forth above.

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.
Responsibility, Messages and Accounts. Customer represents and warrants that:
1. Customer is solely responsible for the information or content submitted, posted, transmitted or made available through your use of the Services. Customer may use the Services to transmit personalized wording, images and language (“Messages”) or direct Televox to make contacts via any channel to, or with, Customer’s customers, partners, or other recipients (the “Recipients”). Customer is responsible for maintaining the confidentiality of its accounts and passwords used in conjunction with the Services and for all uses of the Services in association with their accounts whether or not authorized by Customer.
2. Customer acknowledges and agrees that Televox does not control nor monitor your Messages nor guarantee the accuracy, integrity, security or quality of such Messages. Customer represents and warrants that: (a) Customer is solely responsible for 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; (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, and applicable carrier and messaging-platform requirements; (d) Televox’s use of the Messages as directed shall not violate the rights of any third party or any law, rules or regulation.
3. Customer has prior express consent to contact each wireless phone number delivered by Customer to Televox 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 Televox, Customer shall promptly provide, in writing, proof of prior express consent and Customer’s processes for consent management and Televox shall have no obligation to provide Services where Televox reasonably believes that Customer has not so complied;
4. 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;
5. 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
6. The Parties agree that, where Televox reasonably believes Customer may not have complied with the provisions of this Section or with all applicable laws, rules and regulations, Televox 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 Televox, 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 Televox following Customer’s instructions in sending the Messages and/or Customer’s breach of any representation and warranty set forth in this Section.

Quality Assurance. Customer authorizes Televox’s monitoring including recording of calls.
Ownership. Televox 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. Televox may use any feedback Customer provides to Televox 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 Televox and shall, upon Televox's reasonable request, participate in white papers about Customer's use of Televox's services. In addition, Televox shall be entitled to include Customer’s name and/or logo on Televox's published customer lists.
Fees. In consideration of Televox providing the Services, Customer shall pay to Televox fees in U.S. Dollars, to a location in the United States of America designated by Televox, for the Services provided under the Order Form. Televox 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 no more than 5% of the previous term’s pricing, and such rate increases shall appear on Customer’s invoices in accordance with the SOW. The pricing set forth in the Order Form 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 agrees to pay in advance for all Televox Services other than usage-based Services which will be invoiced as incurred. One-Time Charges shall be invoiced upon execution of the Order Form. Except as expressly provided herein, all prepaid amounts are non-refundable. Customer’s address shown at the top of the Order Form will be used in the determination of the state and local tax jurisdiction to be applied by Televox during the invoice process. In the event Customer is a tax-exempt organization, Customer will provide Televox with its tax-exempt certification; otherwise, Televox 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 Televox, Customer shall pay Televox such additional amounts so that the net amount Televox receives from Customer is equal to the full amount for the charges which Televox would have received from Customer had such withholding not been made.
Travel. A required travel expenses are not included in the fees and will be billed separately. Televox 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. TELEVOX 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, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER TELEVOX, ITS AFFILIATES OR SUPPLIERS WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. TELEVOX IS NOT LIABLE FOR INFORMATION OR CONTENT OF COMMUNICATIONS, THIRD PARTY SERVICES OR EQUIPMENT FAILURE.
Change in Law.If any present or future change in applicable law requires a modification or waiver of any term of the Order Form, 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, Televox reserves the right to immediately suspend, modify or terminate Services.
Technology Migration. Televox 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.
Customer Premise Equipment. Televox does not provide support for Customer Premise Equipment (“CPE”). Customer shall be solely responsible for maintenance, support and troubleshooting of all CPE.

Last modified: October 14, 2026