WestCX Terms & Conditions
This WestCX Service Agreement (the “Agreement”), effective upon execution of an Order Form (the “Effective Date”), is hereby entered into by and between Televox, Inc. (“Televox” or “Provider”), with an address 11650 Miracle Hills Dr., Omaha, NE 68154 and Customer (“Customer”).
1. Services and Order Forms . The services are customer engagement and related services agreed to in the applicable Order Form(s) (each an “Order Form”) and provided by Provider (“WestCX Services”) or its third party suppliers (“Third Party Services”) (the WestCX Services and Third Party Services are referred to collectively as the “Services”). Order Forms may be executed by Customer and Provider or by Customer and a Provider Affiliate (for the purposes of this Agreement, a “Provider Affiliate” is a wholly-owned direct or indirect subsidiary of West Technology Group, LLC) and must incorporate this Agreement by reference and in conjunction with this Agreement shall form a separate agreement between Customer and Provider or between Customer and the Provider Affiliate that executes the applicable Order Form. Customer shall look only to the Provider Affiliate that executes the Order Form with respect to any right or obligation with respect to such Order Form.
2. Term and Termination .
2.1. Term. This Agreement will begin on the Effective Date and continue in effect until the expiration or termination of the latest-ending Order Form. Order Form will specify its duration (each an “Order Form Term”). The termination of any Order Form shall not otherwise effect this Agreement or any other Order Form. Provider may, upon not less than 90 days' notice to Customer, terminate any Service provided under this Agreement without penalty.
2.2. Termination of an Order Form For Cause. Any Order Form may be terminated as follows: (a) by either party upon the failure by the other party to perform any material obligation related to such Order Form that is not cured within sixty (60) days after receipt of written notice and demand for cure from the affected party; (b) by either party upon the 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 is aware or should have been aware of such breach; or (c) by Provider, upon fourteen (14) days written notice if undisputed payments are in arrears. In addition, Provider may take any or all of the following actions any time undisputed payments are more than fourteen (14) days in arrears: (i) suspend the Services; or (ii) withhold data, materials or reports.
3. Charges . Customer agrees to pay for the Services in accordance with the rates set forth in the applicable Order Form in addition to all applicable taxes, fees and surcharges set forth on Customer’s invoice. Provider may increase the rates on each twelve (12) month anniversary of the applicable Order Form by the CPI-U for all items, not seasonally adjusted, for Midwestern Size Class B/C cities (CPI) for the same period. Any sum due Provider hereunder will be due and payable via electronic funds (ACH, EFT or wire) forty five (45) days from the date of invoice. Invoices will be transmitted electronically. Customer will pay interest on all past due sums at a rate which is the lesser of one and a half percent (1.5%) per month, or the highest rate allowed by law. In the event part of an invoice is in dispute, Customer must: (a) pay the undisputed portion of the invoice in accordance with the timeframe set forth above; and (b) notify Provider in writing of any disputed charges within forty five (45) days from the date of invoice, otherwise Customer will be deemed to agree to such charges and Provider will not be subject to making adjustments to charges or invoices.
4. Maintenance of Service . Provider agrees to provide and maintain the Services in a workmanlike manner customary for service providers in the industry. Provider does not warrant or guarantee the results from the Services. Customer agrees to provide and maintain systems and materials reasonably required by Provider to perform the Services, including as applicable, but not limited to: scripts; program content and materials; Customer or third party databases; forecasts; current process performance statistics; Customer or third party software, hardware, systems, routing and network addresses and configurations; and key contacts for problem escalation (collectively the “Customer Systems and Materials”). Provider shall not be liable hereunder relating to the Customer Systems and Materials including the failure by Customer to timely provide the Customer Systems and Materials.
5. Representations And Warranties .
5.1. Each party represents and warrants to the other that: (a) its execution and performance of this Agreement and the applicable Order Form(s) will not violate any provision of law, rule, regulation to which such party is subject; and (b) such party will comply with all laws, rules and regulations pursuant to which such party conducts its business.
5.2. Each party represents and warrants to the other that: (a) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the applicable Order Form(s); (b) the execution, delivery and performance of this Agreement and the applicable Order Form(s) have been duly authorized by such party; (c) no approval, authorization or consent of any governmental or regulatory authority is required to be obtained by it in order for it to enter into and perform its obligations under this Agreement and the applicable Order Form(s); and (d) the signatory to this Agreement and the applicable Order Form(s) possesses all necessary authority to enter into the Agreement and applicable Order Form(s).
5.3 Provider represents and warrants that Provider can grant the licenses, and privileges granted by this Agreement (“Licensed Materials”). The Licensed Materials are provided “AS IS.”
5.4 Customer represents and warrants that: (a) the Customer Systems and Materials, all representations to be made by Provider as a part of Customer's programs, and the content, timing, recipients and nature of all programs will be in compliance with all laws, rules and regulations; and (b) Customer is solely responsible for the content and rights to use the Customer Systems and Materials and Provider’s use of the Customer Systems and Materials shall not violate the rights of any third party or any law, rule or regulation. Customer specifically acknowledges and agrees that Provider has not and is not expected to provide Customer with any analysis, interpretation or advice regarding the compliance of any aspect of the Customer Systems and Materials or programs (or execution of any program through the Services) with any third party rights or laws, rules or regulations. Upon request, Customer shall provide reasonable proof of compliance with the provisions set forth in this section and Provider shall have no obligation to provide Services where Provider reasonably believes that Customer has not so complied.
5.5 Customer represents that it and its directors, officers, agents, employees, affiliates and subsidiaries are not “specially designated nationals” or “blocked persons” and are not subject to any sanctions administered or enforced by the U.S. government (including without limitation the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)) and any other relevant international sanctions (collectively “Sanctions”). Customer further represents that it and its affiliates, subsidiaries and employees are not located, organized or resident in a country or territory that is the subject or target of Sanctions. Customer shall comply with all applicable Sanctions laws.
6. Responsibility for Accounts and Messages
6.1. Customer is responsible for maintaining the confidentiality of Customer’s accounts, owner numbers, codes, passwords and personal identification numbers used in conjunction with the Services and for all uses of the Services in association with Customer’s accounts whether or not authorized by Customer. Customer agrees to immediately notify Provider of any unauthorized use of Customer’s account of which Customer becomes aware.
6.2. Customer represents and warrants that: (i) Customer is solely responsible for all prerecorded or text messages (the “Messages”), including the need to include an interactive opt-out mechanism if required by law; (ii) has the legal right to use and send all Messages to the recipients; (iii) 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; (iv) Provider’s use of the Messages as directed shall not violate the rights of any third party or any law, rules or regulation.
6.3. Customer represents and warrants that it has prior express consent to contact each wireless phone number delivered by Customer to Provider 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 or regular user of, the wireless phone number. Upon request by Provider, Customer shall promptly provide, in writing, proof of prior express consent and Customer’s processes for consent management.
6.4. 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; 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.
6.5. The Parties agree that, where Provider reasonably believes Customer may not have complied with the provisions of this Section or with all laws, rules and regulations, Provider 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.
6.6. Customer shall indemnify, defend and hold Provider, 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 Provider following Customer’s instructions in sending the Messages or Customer’s breach of any representation and warranty set forth in this Section.
7. License . Subject to Customer’s compliance with the terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferrable, revocable license during the applicable Order Form Term to use the Services set forth in the applicable Order Form. Except as specifically set forth herein, Provider or its suppliers retain all right, title, and interest, including all intellectual property rights, relating to or embodied in the Services, including without limitation all technology, telephone numbers, web addresses, software, or systems relating to the Services. Customer agrees not to reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of any software related to the Services. Other than using the Services for Customer’s internal business purposes, Customer may not resell the Services or otherwise generate income from the Services.
8. Confidentiality and Proprietary Information .
8.1. Each party may disclose (the “Discloser”) confidential and proprietary information (“Confidential Information”) to the other party (the “Receiver”). In each such case, the Receiver shall hold such Confidential Information in confidence and shall not disclose such Confidential Information except to a party’s Affiliates, employees or agents who have a need to know such Confidential Information in order to perform such party’s obligations under this Agreement. Customer’s Confidential Information shall include information relating to the trade secrets or business affairs of Customer including consumer data, merchandising plans, marketing plans and product design and information. Provider’s Confidential Information shall include the computers, systems and software operating the Service and all documentation, development tools, phone numbers, know-how and data related thereto, and any derivative works thereof as well as physical property, analytical procedures, techniques, skills, ideas, models, research, development, trade secrets or business affairs of Provider, its Affiliates or their employees, suppliers or agents. Neither party shall have any rights in the other party’s Confidential Information and shall return or destroy all such Confidential Information upon the termination of the applicable Order Form or the request of the Discloser. Notwithstanding the foregoing, the parties acknowledge that Receiver shall not be required to return to Discloser or destroy those copies of Confidential Information residing on Receiver’s backup, disaster recovery, or business continuity systems and the obligations hereunder with respect to such Confidential Information shall survive until such Confidential Information is destroyed.
8.2. Notwithstanding any other term hereof, the term “Confidential Information” shall not include information that: (a) was already in the lawful possession of the Receiver prior to receipt thereof, directly or indirectly, from the Discloser; (b) lawfully becomes available to Receiver on a non-confidential basis from a source other than Discloser that is not under an obligation to keep such information confidential; (c) is generally available to the public other than as a result of a breach of this Agreement by Receiver or its representative(s); or (d) is subsequently and independently developed by employees, consultants or agents of the Receiver without reference to the Confidential Information disclosed hereunder. In addition, a party shall not be considered to have breached its obligations by disclosing Confidential Information of the other party as required to satisfy any request of a competent governmental body provided that, promptly upon receiving any such request and to the extent that it may legally do so, such party advises the other party of the request prior to making such disclosure in order that the other party may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information.
9. Indemnification .
9.1. Customer Indemnity . Customer shall indemnify, defend and hold Provider, its Affiliates and their officers, directors, employees and agents harmless from and against any and all third party claims of loss, damages, liability, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from: (a) a breach by Customer of any term of this Agreement or any Order Form; (b) the Customer Systems and Materials; or (c) a claim relating to any defect in any product or service offered by Customer, its Affiliates or any of their agents or customers.
9.2. Provider Intellectual Property Indemnity . Provider will have the obligation and right at the entire expense of Provider to defend any claim, suit or proceeding brought against Customer its Affiliates or their officers, directors, employees or agents so far as it is based on a third party claim that the Services supplied by Provider infringe a United States copyright or a United States patent issued as of the effective date of the applicable Order Form, provided that Provider will have no indemnity obligation or other liability hereunder arising from: (1) Customer’s willful, reckless, wanton, wrongful, or otherwise negligent acts, (2) breach of the Agreement or an Order Form or alteration of the Services as provided by Provider; (3) the Customer Systems and Materials or Services that are based upon the Customer Systems and Materials, or information, design, specifications, directions, instruction, software, data, or material not furnished by Provider; (4) combination of the Services with the Customer Systems and Materials or any materials, products or services not provided by Provider; or any (5) Third Party Services. If such a claim is or is likely to be made, Provider will, at its own expense and sole discretion, exercise one or the following remedies: (1) obtain for Customer the right to continue to use, the Services consistent with this Agreement; (2) modify the Services so they are non-infringing and in compliance with this Agreement; (3) terminate the applicable Services without liability for such termination other than the ongoing indemnity obligation hereunder. The foregoing states the entire obligation of Provider and its suppliers, and the exclusive remedy of Customer, with respect to infringement of proprietary rights.
9.3. Indemnification Procedure . The party claiming indemnification shall: (a) provide timely notice to the indemnifying party of any claim in respect of which the indemnity may apply; (b) relinquish control of the defense of the claim to the indemnifying party; and (c) provide the indemnifying party with all assistance reasonably requested in defense of the claim. The indemnifying party shall be entitled to settle any claim without the written consent of the indemnified party so long as such settlement only involves the payment of money by the indemnifying party and in no way affects any rights of the indemnified party. The indemnities set forth herein shall not apply to willfulness on the part of the indemnified party or the negligence of the indemnified party.
10. Limited Warranty and Limitation of Liability .
10.1. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, AND PROVIDER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PROVIDER EXPRESSLY DENIES ANY REPRESENTATION OR WARRANTY ABOUT THE ACCURACY OR CONDITION OF DATA OR THAT THE SERVICES OR RELATED SYSTEMS WILL OPERATE UNINTERRUPTED OR ERROR-FREE. PROVIDER IS NOT LIABLE FOR ACTS OR OMISSIONS OF OTHER SERVICE PROVIDERS, FOR INFORMATION OR CONTENT OF COMMUNICATIONS, THIRD PARTY SERVICES, EQUIPMENT FAILURE OR MODIFICATION, OR CAUSES BEYOND PROVIDER’S REASONABLE CONTROL.
10.2. NO CAUSE OR ACTION WHICH ACCRUED MORE THAN TWO (2) YEARS PRIOR TO THE FILING OF A SUIT ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED BY EITHER PARTY.
10.3. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR LOSS OF GOODWILL, DATA OR PROFITS, OR COST OF COVER. EXCEPT FOR DAMAGES THAT MAY NOT BE EXCLUDED BY LAW, THE TOTAL LIABILITY OF PROVIDER FOR ANY REASON, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO PROVIDER BY CLIENT UNDER THE ORDER FORM APPLICABLE TO THE EVENT GIVING RISE TO SUCH ACTION DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE LIMITS ON LIABILITY IN THIS SECTION SHALL APPLY IN ALL CASES INCLUDING IF THE APPLICABLE CLAIM ARISES OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT PRODUCT LIABILITY, AND EVEN IF THE PARTY HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE OR FORESEEABLE.
11. Miscellaneous .
11.1. Entire Agreement and Integration . This Agreement, in conjunction with the applicable Order Form constitutes the entire agreement between the parties to such Order Form with respect to the subject matter of this Agreement and the applicable Order Form and supersede all prior agreements, discussions, proposals, representations or warranties, whether written or oral. The Agreement and Order Forms may be executed in any number of counterparts, all of which shall together be considered an original and may be evidenced by a scanned electronic (e.g. .pdf, .tif) copy.
11.2. 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 Provider as a Business Associate (as defined by HIPAA), then the Business Associate Agreement set forth at https://televox.com/baa is incorporated by reference herein.
11.3. Notices . Any notice to be provided shall be in writing and shall be deemed given: (a) if by hand delivery, upon receipt thereof, (b) if mailed, three (3) days after deposit in the United States mail, postage prepaid, certified mail return receipt requested, or (c) if by next day delivery service, upon such delivery.
11.4. Assignment . This Agreement and Order Forms may not be assigned or transferred by a party thereto without the prior written consent of the other party thereto, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Provider may freely assign this Agreement and Order Forms to an Affiliate or to an acquirer of all or part of Provider’s business or assets, whether by merger or acquisition.
11.5. Waiver . No course of dealing or failure of a party to enforce strictly any term or provision or to exercise any right, obligation, or option provided, will waive such term, provision, right, obligation or option.
11.6. Independent Contractors . The Agreement and Order Form(s) are not a joint venture or partnership, and each party is entering the relationship as a principal and not as an agent of the other. The parties hereto agree that Provider is an independent contractor in performing the Services.
11.7. Choice of Law . This Agreement and Order Form(s) shall be governed under the laws of Nebraska without regard for its choice of law principles. Customer agrees that any legal action involving this Agreement or Order Form(s) in any way will be instituted in a court of competent jurisdiction located in Douglas County, Nebraska, and Customer consents to jurisdiction of the state or Federal courts in the State of Nebraska over Customer's person for purpose of such legal action. Application of the United Nations Convention on the International Sale of Goods is hereby expressly excluded.
11.8. Market Events. Customer agrees that it will not identify Provider as the provider of the Services to the media or any governmental, regulatory, or other official without prior notice to Provider and Provider’s prior consent, unless required by legal process, law, rule or regulation, in which case Customer shall still notify Provider of such requirement. Except for materials already made public, neither party will distribute any news releases, articles, brochures, statements or advertisements concerning this Agreement or Order Form(s), nor use the other party’s name or trademarks (or any variation thereof), without the other party’s prior written consent. Customer agrees that after execution of this Agreement, subject to Customer’s review and written consent, such consent not to be unreasonably withheld, conditioned or delayed, Provider shall have the right to place advertisements in financial and other newspapers and journals and in marketing materials at its own expense describing its services to Customer hereunder. Notwithstanding the foregoing, upon such public announcement, Provider shall, without the Customer’s further consent, have the right to include a “tombstone” with respect to such transaction on its web site or in any “pitch-book” or similar marketing materials to the extent such tombstone does not include any information not previously publicly disclosed by Customer (or by Provider pursuant to this provision).
11.9. Recording . Customer agrees that all calls may be recorded or monitored by Provider at Provider’s option. Such recording or monitoring shall not violate any state or federal law.
11.10. Increased Cost of Services . Notwithstanding the terms of this Agreement or any Order Form, if at any time Provider’s variable labor costs in providing the Services from a particular location increase by 5% or more (i) as a result of any law, regulation, order, arbitral or judicial award or negotiated agreement; or (ii) at the discretion of Provider provided (a) such increase is incurred within any thirty (30) day period and (b) Provider has given prior written notice to Customer no less than thirty (30) days earlier that such increase is likely to occur, Customer shall, within thirty (30) days of receipt of written notice of such cost increase from Provider under section (i) or (ii) above, either (x) execute an amendment to the applicable Order Form to revise pricing to reflect such increased costs, (y) execute an amendment to the applicable Order Form permitting Provider to provide the Services under the applicable Order Form from one or more alternate locations, or (z) terminate the applicable Order Form upon thirty (30) days written notice to Provider. In the event of a termination in accordance with the foregoing sentence, any transition assistance and ramp down provisions under the applicable Order Form shall be reduced to a period no longer than sixty (60) days.
11.11. Non-solicit . Without the prior written consent of the other party, during the applicable Order Form Term and continuing through the first anniversary of the termination of the applicable Order Form Term, neither party shall, and shall ensure that its Affiliates do not, directly or indirectly, solicit or attempt to solicit for employment any employees or agents of the other party who are directly involved in carrying out the obligations of such party related to the Services. If any employee or agent of a party, as a result of active recruitment solicitation by the other party, becomes employed by such other party within the time periods defined above, such other party agrees to pay the party at the time of such employment an amount equal to seventy-five percent (75%) of the employee’s or agent’s estimated income during the first year of employment. This paragraph does not pertain to unsolicited individuals that voluntarily approach a party for employment or respond to general advertising.
11.12. Taxes . Provider shall add to each invoice and Customer shall pay any sales, use, excise, value-added, gross receipts, services, labor related, consumption and other similar taxes,surcharges, or assessments, however designated, in connection with the provision or use of Services under this Agreement or any Order Form. If at any time during the Term of this Agreement or any Order Form, Provider believes that it is required by law to collect any new or additional taxes for which Customer would be responsible for paying, Provider shall notify Customer of such taxes, collect such taxes directly from Customer and remit such taxes to the appropriate governmental authority. If any taxing or regulatory authority determines at any time that Provider has incorrectly determined any tax liability regarding taxes for which Customer is responsible pursuant to this Agreement or any Order Form, Provider shall have the right to invoice Customer for such taxes determined by such taxing authority to be due and owing. In the event Customer is required by law to make any deductions or to withhold from Customer’s payment to Provider, Customer shall pay Provider such additional amounts so that net amount Provider receives from Customer is equal to the full amount for the charges which Provider would have received from Customer had such withholding not been made. Customer shall pay the applicable tax authorities any such required deduction or withholding.
11.13. Severability . If any provision of this Agreement or the applicable Order Form is held invalid or unenforceable at law, such provision shall be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable and the remainder of this Agreement and the applicable Order Form will continue in effect and be valid and enforceable to the fullest extent.
11.14. No Third party Beneficiaries. This Agreement and any Order Forms are for the sole benefit of the parties to such Order Form and are not intended to, nor shall it be construed to, create any right or confer any benefit on or against any third party.
11.15. Interpretation . “Including” means “including, without limitation”, and “days” refers to calendar days. This Agreement and each Order Form is the joint work product of the parties thereto, and no inference may be drawn or rules of construction applied against either party to interpret ambiguities. If any terms of this Agreement and an Order Form conflict, the terms of the Order Form will govern for that Order Form only. No preprinted or form terms, including on any purchase order, will apply.
11.16. Force Majeure . Neither party shall be liable for delays and/or defaults in its performance (other than Customer's obligation to pay fees for Services performed) due to causes beyond its reasonable control, including, but without limiting the generality of the foregoing: acts of God or of the public enemy; fire or explosion; flood; stability or availability of the Internet; the elements; telecommunication system failure; war; technology attacks; epidemic; acts of terrorism; riots; embargoes; quarantine; viruses; strikes; lockouts; disputes with workmen or other labor disturbances; total or partial failure of transportation, utilities, delivery facilities, or supplies; acts or requests of any governmental authority; or any other cause beyond its reasonable control, whether or not similar to the foregoing.
11.17. Amendments . Each amendment, change, waiver, or discharge shall only be valid if made in writing by authorized representatives of all applicable parties.
11.19. Survival. All provisions of this Agreement or any Order Forms which by their nature should survive termination shall survive termination including Sections 3, 5, 6, 7, 8, 9, 10 and 11 of this Agreement.
Last Modified: February 5, 2026