--- title: Standard Terms and Conditions March 2023 description: CMX Service means the on-line service delivered to Customer using the Software. --- [![CMX1_white_Header](https://www.cmx1.com/hs-fs/hubfs/CMX1_white_Header.png?width=142&height=47&name=CMX1_white_Header.png "CMX1_white_Header")](https://www.cmx1.com/) [* *](https://www.cmx1.com/standard-terms-and-conditions-march-2023#) - [Solutions](https://www.cmx1.com/solutions) - [ Auditing, Checklists, Assessments, and Inspections ](https://www.cmx1.com/auditing-software) - [ Policy Management and Employee Communications ](https://www.cmx1.com/policy-management-software) - [ Supplier Relationship Management ](https://www.cmx1.com/supplier-onboarding) - [ Product Lifecycle Management ](https://www.cmx1.com/product-lifecycle-management-sofware) - [ Product Testing and Quality Assurance ](https://www.cmx1.com/product-quality-management-software) - [ Incident Management ](https://www.cmx1.com/quality-incident-management-software) - [ Recalls and Withdrawals ](https://www.cmx1.com/food-recall-software) - [ Document Management ](https://www.cmx1.com/document-management-software) - [ Analytics, Scorecards, and Reporting ](https://www.cmx1.com/vendor-scorecard-software) ## Start small with just one solution or implement CMX1 in full from the get-go CMX1 is the only Enterprise Quality and Risk Management solution designed to manage all your supply chain partners, products, and locations with confidence — all in a single platform. [ READ MORE ABOUT CMX1 ](https://www.cmx1.com/solutions) - [ Auditing, Checklists, Assessments, and Inspections ](https://www.cmx1.com/auditing-software) - [ Policy Management and Employee Communications ](https://www.cmx1.com/policy-management-software) - [ Supplier Relationship Management ](https://www.cmx1.com/supplier-onboarding) - [ Product Lifecycle Management ](https://www.cmx1.com/product-lifecycle-management-sofware) - [ Product Testing and Quality Assurance ](https://www.cmx1.com/product-quality-management-software) - [ Incident Management ](https://www.cmx1.com/quality-incident-management-software) - [ Recalls and Withdrawals ](https://www.cmx1.com/food-recall-software) - [ Document Management ](https://www.cmx1.com/document-management-software) - [ Analytics, Scorecards, and Reporting ](https://www.cmx1.com/vendor-scorecard-software) - [Industries](https://www.cmx1.com/about-you) - [ Restaurant ](https://www.cmx1.com/restaurant-operations-and-food-quality-software) - [ Grocery ](https://www.cmx1.com/grocery-operations-private-label-management-solutions) - [ Hospitality ](https://www.cmx1.com/hospitality-guest-experience-solutions) - [ Manufacturing ](https://www.cmx1.com/about-you#food) - [ All Industries ](https://www.cmx1.com/about-you) ## Industries we serve Our clients come primarily from the food and beverage, retail, grocery, manufacturing, hospitality, and services sectors. However, if your company is highly regulated, distributed and you want to execute with excellence each and every day, let's talk. [ Learn More ](https://www.cmx1.com/about-you) - [ Restaurant ](https://www.cmx1.com/restaurant-operations-and-food-quality-software) - [ Grocery ](https://www.cmx1.com/grocery-operations-private-label-management-solutions) - [ Hospitality ](https://www.cmx1.com/hospitality-guest-experience-solutions) - [ Manufacturing ](https://www.cmx1.com/about-you#food) - [ All Industries ](https://www.cmx1.com/about-you) - [Resources](https://blog.cmx1.com) - [ Client Success Stories ](https://blog.cmx1.com/client-stories) - [ Blog ](https://blog.cmx1.com/blog) - [ Guides & Videos ](https://blog.cmx1.com/resources) - [ News and Press ](https://blog.cmx1.com/news-and-press) - [ Podcasts ](https://blog.cmx1.com/podcast) - [ Events ](https://www.cmx1.com/event) ## Learning & resources We know you're busy, so you can be sure that all of the articles, ebooks, and content we share will provide you with knowledge and insights that will actually help you in your role. [ Read more ](https://blog.cmx1.com/) - [ Client Success Stories ](https://blog.cmx1.com/client-stories) - [ Blog ](https://blog.cmx1.com/blog) - [ Guides & Videos ](https://blog.cmx1.com/resources) - [ News and Press ](https://blog.cmx1.com/news-and-press) - [ Podcasts ](https://blog.cmx1.com/podcast) - [ Events ](https://www.cmx1.com/event) - [Pricing](https://www.cmx1.com/roi-calculator) - [About](https://www.cmx1.com/about-cmx) - [ About us ](https://www.cmx1.com/about-cmx) - [ Our Team ](https://www.cmx1.com/about-cmx#meet) - [ The CMX1 Difference ](https://www.cmx1.com/about-cmx#promise) - [ Careers ](https://www.cmx1.com/cmx-careers) ## About us CMX exists to help organizations of all sizes achieve and maintain Quality and Operational Excellence. We have the tools, people, know-how, and experience to get your business to where it needs to be. [ Learn More ](https://www.cmx1.com/about-cmx) - [ About us ](https://www.cmx1.com/about-cmx) - [ Our Team ](https://www.cmx1.com/about-cmx#meet) - [ The CMX1 Difference ](https://www.cmx1.com/about-cmx#promise) - [ Careers ](https://www.cmx1.com/cmx-careers) - [Schedule a Call](https://www.cmx1.com/schedule-call) - [Support](https://support.compliancemetrix.com/) - [![Search](https://www.cmx1.com/hubfs/magnifying-glass-blue.svg)](https://www.cmx1.com/hs-search-results) [![CMX1_white_Header](https://www.cmx1.com/hs-fs/hubfs/CMX1_white_Header.png?width=142&height=47&name=CMX1_white_Header.png "CMX1_white_Header")](https://www.cmx1.com/) [* *](https://www.cmx1.com/standard-terms-and-conditions-march-2023#) # MASTER SOFTWARE AND SERVICES TERMS March 4, 2023 **MASTER SOFTWARE AND SERVICES TERMS** These Master Software and Services Terms (these “**Terms**”) are entered into as of the date of the later of the two signatures below (the “**Effective Date**”) and govern the Services (as defined below) identified in a proposal, quote, online registration or ordering process, order, or similar document incorporating these Terms by reference (each, an “**Order**”) to be provided by or on behalf of ComplianceMetrix, Inc. (“**ComplianceMetrix**” or “**CMX**”) to [CUSTOMER ENTITY NAME] (“**you**” or “**your**”) through one or more of the ComplianceMetrix websites located at [https://www.cmx1.com/](https://www.cmx1.com/) and [https://www.ComplianceMetrix.com/](https://www.compliancemetrix.com/) (each, the **Site**”) or the ComplianceMetrix online application suite (together with the Site, the “**CMX1 Platform**”), or that ComplianceMetrix otherwise provides or makes available to you. These Terms and each Order are collectively referred to as this “**Agreement**”. In the event of a conflict between these Terms and the terms of an Order, these Terms will control unless the conflicting term of the applicable Order expressly states otherwise.  1. **1. DEFINITIONS. **Capitalized terms used in this Agreement but not otherwise defined herein shall have the following meanings: 2. **2. SERVICES.** 1. **(a) **all services, technology, data, information, programs, material, and other content (including, without limitation, the CMX Service, Module, Offline Module, and Software, as applicable) that ComplianceMetrix makes accessible to you through the CMX1 Platform, including on any desktop, mobile telephone, or handheld device (each, a “**Device**”) owned or controlled by you or your Users (collectively, “**Subscription** **Services**”); and 2. **(b) **any other services that ComplianceMetrix otherwise provides to you; but the Services specifically exclude: 1. **(a) **rent, lease, distribute, license, sublicense, loan, sell, transfer, assign, distribute, or otherwise transfer or provide access to the Subscription Services to any third party; 2. **(b) **reproduce, modify, adapt, alter, translate, or create derivative works of, the Subscription Services or remove or tamper with any disclaimers or other legal notices in the Subscription Services; 3. **(c) **remove, alter, or obscure any proprietary notices (including copyright notices) of ComplianceMetrix or its licensors contained within the Documentation or displayed in connection with the Subscription Services;  4. **(d) **reverse engineer, disassemble, decompile, transfer, exchange or translate the Subscription Services, or otherwise attempt to obtain or derive the source code or API of the Subscription Services; 5. **(e) **interfere in any manner with the operation of the Subscription Services;  6. **(f) **install and use older versions of the Offline Module;  7. **(g) **incorporate the Subscription Services into any service that you provide to a third party;  8. **(h) **use the Subscription Services to provide services, or to create a service that competes with the Subscription Services; or 9. **(i) **otherwise use the Subscription Services except as expressly allowed under this Agreement. 3. You must promptly notify ComplianceMetrix in writing of any breach of the above conditions of use. You are solely responsible for ensuring that your Devices and systems are compatible with the Subscription Services and meet any minimum requirements specified on the CMX1 Platform. 4. **3. PROFESSIONAL SERVICES. **Subject to the terms and conditions of this Agreement and the Professional Services Schedule attached hereto as Exhibit A, including the payment by you of the Professional Service Fees set forth in a Statement of Work, ComplianceMetrix shall provide to you the Professional Services. 5. **4. NO-CHARGE SERVICES. **ComplianceMetrix may offer certain Services to you at no charge, including free accounts, trial use, and access to pre-release and beta products (“**No-Charge Services**”). Your use of No-Charge Services is subject to any additional terms that ComplianceMetrix specifies from time to time and is only permitted for the period designated by ComplianceMetrix, or if no such period is designated, 30 days. ComplianceMetrix may terminate your right to use No-Charge Services at any time and for any reason in ComplianceMetrix’s sole discretion, without liability to you. 6. **5. YOUR ACCOUNTS.** 1. **(a) **maintain the confidentiality of the User IDs associated with each of Your Accounts; 2. **(b) **ensure that only those individuals authorized by you have access to Your Accounts; and 3. **(c) **ensure that all activities that occur in connection with Your Accounts comply with this Agreement. 7. **6. INTELLECTUAL PROPERTY RIGHTS.** 8. **7. INTEGRATION WITH THIRD PARTY PRODUCTS.** 9. **8. YOUR DATA AND YOUR MODIFICATIONS.** 1. **(a) **are not unlawful, defamatory, offensive, obscene, harmful, of bad taste, or inappropriate; 2. **(b) **comply with the ComplianceMetrix policies provided to you during the Term, as may be updated from time to time (“**ComplianceMetrix Policies**”); 3. **(c) **are not false, misleading, or inaccurate; 4. **(d) **do not infringe, misappropriate, or violate any third party’s rights (including, without limitation, Intellectual Property Rights); 5. **(e) **comply with all applicable laws, rules, and regulations; and 6. **(f) **are not infected with viruses or any other malicious computer code, files, or programs. 10. **9. DOWNLOADING SHARED MATERIALS.** 1. **(a) **your use of Shared Materials is at your own risk; 2. **(b) **ComplianceMetrix has no, and expressly disclaims all, liability to you and any third party in respect of your use of Shared Materials; and 3. **(c) **it is your responsibility to assess (and if necessary, obtain professional advice on) the suitability of Shared Materials for your purposes and any modifications required to meet those purposes. 11. **10. CONFIDENTIALITY.** 1. **(a) **to: 2. **(b) **provided that such each such recipient has a need to know such Confidential Information for purposes of this Agreement and is subject to confidentiality obligations no less stringent than those contained this Agreement with respect to that Confidential Information; and 3. **(c) **where the Recipient is legally compelled to do so by any government or any governmental, administrative, regulatory, or judicial body, authority, tribunal, or agency, provided that Recipient (i) gives Discloser written notice prior to making such disclosure, if permitted by law, (ii) cooperates with the Discloser, at the Discloser’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, and (iii) limits the disclosure to the extent legally compelled. 12. **11. PRIVACY.** 1. **(a) **the Services have not been designed to meet the requirements of laws or standards that may apply to you in respect of Your Data, including, without limitation, HIPPA, PCI DSS, or any other law or standard applicable to the handling, storage, processing, transfer, security, or location of Your Data in any jurisdiction; and 2. **(b) **it is your responsibility to satisfy yourself that your use of the Services will allow you to meet any legal obligations applicable to you in respect of Your Data, and ComplianceMetrix disclaims all liability for your non-compliance with any such laws or standards arising from your use of the Services. 13. **12. ORDERS.** 1. **(a) **completing the online Order page located on the CMX1 Platform which contains details of: 2. **(b) **executing a paper-based Order provided by ComplianceMetrix in a substantially similar form as Exhibit C attached hereto and which sets out the relevant information in Section 12.1(a). 14. **13. FEES AND PAYMENT.** 1. **(a) **for Subscription Services, you must elect one of the following billing cycle options: 2. **(b) **for Services other than Subscription Services, you will be billed the applicable Fees in accordance with the payment milestones specified in your Order, or if none are specified, in advance upon submitting the relevant Order. Services other than Subscription Services may be charged on a “fixed-fee” or “time and materials” basis, as specified in the relevant Order. 1. **(a) **by direct debit of your credit card or debit card, in which case you authorize ComplianceMetrix to debit you in the month prior to the commencement of the annual or monthly billing cycle (as applicable); 2. **(b) **by issuing an invoice in accordance with the billing cycle or payment milestones specified in the applicable Order or Statement of Work; or 3. **(c) **by such other forms of payment that ComplianceMetrix makes available on the CMX1 Platform, which may be subject to additional terms and conditions. 15. **14. WARRANTIES.** 1. **(a) **During the Term, ComplianceMetrix warrants that: 2. **(b) **During the Term, ComplianceMetrix will, at its own expense and as its sole obligation and your exclusive remedy for any breach of the foregoing warranty, correct any reproducible error in the Subscription Services reported to ComplianceMetrix by you in writing during the Subscription Term. ComplianceMetrix does not warrant your use of the Services (including Subscription Services) will be error-free or uninterrupted, and ComplianceMetrix does not warrant any sensors, instruments, equipment, or other items that are not manufactured by ComplianceMetrix and which may operate or integrate with the Services, including without limitation, the accuracy of any data collected or reported by such third-party manufactured items.  16. **15. LIMITATION OF LIABILITY.** 1. **(a) **your misuse of the Services, acts, or omissions of your Representatives; 2. **(b) **Service outage or interruption, or any damage or losses, arising from networks or websites outside of ComplianceMetrix’s control; 3. **(c) **any injury, damage to property, or loss to any person in relation to your use of the Services; 4. **(d) **subject to Section 11, breach of any law applicable to your business activities, including, but not limited to, any work health and safety or food safety law, in connection with your use of the Services; or 5. **(e) **any loss of profits, loss of revenue, loss of anticipated savings, loss of use, loss or corruption of data, costs of delay or procurement of substitute or replacement goods and services, business interruption, failure of security mechanisms, loss of goodwill, or any form of indirect, incidental, special, consequential, or punitive damages. The foregoing limitations will apply even if ComplianceMetrix has been advised of the possibility of such damages. 17. **16. INDEMNIFICATION.** 1. **(a) **promptly providing written notice of any such Claim to ComplianceMetrix; 2. **(b) **giving ComplianceMetrix the exclusive right to control and direct the investigation, defense, or settlement of such Claim; and 3. **(c) **providing all reasonably necessary cooperation and assistance to ComplianceMetrix in the defense, investigation, and settlement negotiations of the Claim at ComplianceMetrix’s request and expense. 1. **(a) **procure the right for your continued use of the Subscription Services or CMX Property (as the case may be) in accordance with this Agreement; 2. **(b) **replace or modify the Subscription Services or CMX Property (as the case may be) so that it becomes non-infringing; or 3. **(c) **terminate this Agreement upon written notice to you and refund you the Fees paid for the applicable Subscription Services or Professional Services during the 12-month period preceding the effective date of termination. 1. **(a) **or in connection with your use of No-Charge Services; 2. **(b) **any use of the Services or CMX Property not in accordance with this Agreement or the Documentation or for purposes not intended by ComplianceMetrix (including, without limitation, as a result of misuse of the Subscription Service or use of the Subscription Service with any third party data (including any Shared Materials)),  3. **(c) **any use of the Services or CMX Property in combination with other products, equipment, or software not intended by ComplianceMetrix to be used with the Services or CMX Property (as the case may be) (including, without limitation, in combination with any Third Party Products other than that for which the Subscription Services were designed or provided); 4. **(d) **any of Your Data; 5. **(e) **any modification to the Services or CMX Property made by any party or third party other than ComplianceMetrix or its authorized agents subcontractors; or 6. **(f) **in connection with circumstances covered by your indemnification obligations under Section 8.8. 18. **17. TERM.** 19. **18. TERMINATION AND SUSPENSION.** 1. **(a) **the other party is in material breach of this Agreement and does not cure the breach within 30 days after written notice of the breach (10 days for nonpayment of any amounts past due); or 2. **(b) **if the other party ceases to operate, has an administrator appointed, enters a deed of company arrangement, or other form of administration involving one or more of its creditors, is subject to an order that it be wound up, declared bankrupt, or that a liquidator or receiver be appointed, or otherwise becomes insolvent or is unable to meet its financial obligations. 1. **(a) **you are in material breach of this Agreement more than two times during the Term notwithstanding any cure of such breaches; 2. **(b) **you have failed to pay any Fees within 30 days after the relevant due date; 3. **(c) **you infringe ComplianceMetrix’s Intellectual Property Rights; or 4. **(d) **your use of the Services or Professional Services breaches any applicable law or any of the ComplianceMetrix Policies. 1. **(a) **ComplianceMetrix will continue to charge you Fees during the suspension period and you must pay any outstanding Fees prior to ComplianceMetrix resuming the provision of the Services; and 2. **(b) **ComplianceMetrix will only resume the provision of the Services once you have cured (to ComplianceMetrix’s reasonable satisfaction) the matter that caused the suspension. 20. **19. EFFECT OF TERMINATION.** 1. **(a) **subject to any further access to the Subscription Services granted by ComplianceMetrix under Section 19.2(b), all rights granted by ComplianceMetrix to you in this Agreement will immediately cease to exist and you and your Users must cease all access to and use of the relevant Services, Your Modifications, and any Shared Materials; 2. **(b) **if the Agreement or any Order or Statement of Work is terminated in accordance with Section 18.2: 3. **(c) **subject to Section 19.1(d), you shall delete any software or other materials that ComplianceMetrix has provided to you, or made accessible for download by you, for use in connection with the Services (including any Shared Materials) and Professional Services from any Devices; and 4. **(d) **you shall return, or if requested by ComplianceMetrix, destroy all copies of the Offline Module, Documentation, and all of ComplianceMetrix’s Confidential Information in your possession or control and provide written certification to ComplianceMetrix that you have done so. 1. **(a) **deleted (or fail to provide ComplianceMetrix notice of your election), then ComplianceMetrix will delete Your Data by removing pointers to it on ComplianceMetrix’s active and replication servers and overwriting it over time; or 2. **(b) **returned, ComplianceMetrix will, at your election, and at no additional charge, transfer any of Your Data (in ComplianceMetrix's then-current standard XML format) to any of your designated and owned Amazon AWS S3 Bucket, or SFTP site with adequate storage space. Any other transfer of Your Data shall be subject to your payment of ComplianceMetrix's then-current applicable Fees. If you do not opt for the above transfer method, ComplianceMetrix will provide you with access to the relevant Subscription Service (other than a No-Charge Service) to access Your Data during the Transition Period provided that you continue to pay ComplianceMetrix the then-current rates for the applicable Subscription Services in respect of that period. ComplianceMetrix reserves the right, without providing any notice to you, to delete any and all of Your Data following the Transition Period 21. **20. NON-SOLICITATION. **During the Term of this Agreement and for 6 months thereafter, neither party may directly solicit for hire as an employee, any of the other party’s personnel (including, but not limited to, employees and independent contractors) who have had material direct involvement with the business relationship between the parties. Should either party wish to employ a person covered by this Section, they may only do so with the other party’s express written consent. Any violation of this provision shall constitute a material breach of this Agreement, and upon any such breach, the breaching party shall pay to the other party, liquidated damages consisting of the amount of all compensation (e.g., salary, bonuses, fees, etc.) paid or to be paid by the breaching party to the person during the first 12 months after such person was hired/retained by the breaching party. Each party acknowledges and agrees that the amount of liquidated damages stated herein is a good faith estimate of the training and personnel related investment costs the non-breaching party will lose if its employee or independent contractor is hired or retained by the breaching party. In the event this Section is deemed unenforceable for any reason, each party shall nevertheless be entitled to recover its actual damages resulting from the other party’s breach. 22. **21. AMENDMENTS. **ComplianceMetrix may update or modify the terms of the ComplianceMetrix Policies and any other documents reference in this Agreement (including the Service Descriptions or Documentation) to respond to changes in ComplianceMetrix’s products, services, business, or as required by law, by giving notice to you.  23. **22. GENERAL.** 1. **(a) **[privacy@cmx1.com](mailto:privacy@cmx1.com), if the inquiry is related to privacy or your Personal Information; 2. **(b) **[support@cmx1.com](https://mail.google.com/mail/?view=cm&fs=1&tf=1&to=support@cmx1.com), if the inquiry is related to support or billing; or 3. **(c) **[legal@cmx1.com](https://mail.google.com/mail/?view=cm&fs=1&tf=1&to=legal@cmx1.com) for all other inquiries.  24. Either party may change its address by giving notice of the new address to the other party.   ### Exhibit B - CMX1 Product Module and Support   **PART I: CMX1 SERVICES**   - ● General -   - ● CMX1 Services - ComplianceMetrix will make CMX1 Services available to you on Devices owned or controlled by you or your Users during the Subscription Term. - ● CMX1 Disclaimer  You acknowledge and agree that: -   - **PART II: SUPPORT** -   - As part of the support services for the CMX1 Services, ComplianceMetrix will use commercially reasonable efforts to: (a) ensure that the Software is accessible through the Site over normal network connections, excepting downtime due to necessary maintenance and troubleshooting; (b) maintain the security of the CMX1 Services; (c) provide telephone, e-mail and web-based support services during ComplianceMetrix’s regular business hours for Software related questions and (d) make available Updates in accordance with ComplianceMetrix’s schedule but in no case later than general availability provided to ComplianceMetrix’s other customers.  “Update” means subsequent maintenance releases of the Software and bug fixes and patches that ComplianceMetrix generally makes available to other customers of the CMX1 Services for no additional fee. Updates shall not include any Module, release, option, or future product which ComplianceMetrix makes available as part of the CMX1 Services for an additional fee. - Without limiting the foregoing, ComplianceMetrix shall use commercially reasonable efforts to meet the following service levels. In the event that ComplianceMetrix fails to achieve the applicable service level, you will be entitled, as your sole and exclusive remedy, to a credit in accordance with the terms set forth in this Exhibit B. ComplianceMetrix’s system logs and other records shall be used for calculating any service level events.   - Service Levels: | Service Level | Description and Measurement Method | Target Service Levels | Minimum Service Levels | | --- | --- | --- | --- | | System Availability | The percentage of time that the CMX1 Services are in service and fully available for access and data input by Users | 100% | 99% | Classification of Severity for Support Cases: | Severity | Description | Service-Level Agreement (SLA) | | --- | --- | --- | | S1-Critical | A problem for which there is no known Workaround and which (a) prevents the execution of a Primary Function for a majority of Users, or (b) results in data corruption or crash. | Response: 15 Minutes Workaround: 10 Hours Status Update: 2 Hours Resolution: 24 Hours 90% of the time | | S2 - Urgent | A problem which (a) causes difficulty in execution of a Primary Function or (b) prevents the execution of a Secondary Function, and as to any of the preceding, for which there is no known Workaround. | Response: 30 Minutes Workaround: 24 Hours Status Update: 4 Hours Resolution: 3 Days 90% of the time | | S3 - High | A problem which causes difficulty in execution of a Secondary Function, but for which there is a Workaround, although with significant User inconvenience | Response: 24 Hours Workaround: 5 Days Status Update: 3 Days Resolution:  14 Days 80% of the time | | S4 - Medium | A problem which causes inconvenience, but for which there is an acceptable Workaround.  | Response: 96 Hours Workaround: 8 Days Status Update: 10 Days Resolution:  30 Days 80% of the time | Definitions: - “Excused Delay” means any failure or delay which is beyond the reasonable control of ComplianceMetrix, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, telecommunications failures or delays, computer failures involving hardware or software not within CMX’s possession or reasonable control, and acts of vandalism (including network intrusions and denial of service attacks), but only if such unavailability results notwithstanding the exercise of reasonable care and diligence to avoid or mitigate the same in anticipation of or in response to such causes. Excused Delay shall also include downtime due to necessary maintenance and troubleshooting. - “Primary Function” means a function that is essential and represents a significant amount of your utility gains from the CMX1 Services, which if not supported, would have a serious detrimental impact. - “Secondary Function” means a function that is not frequently used or does not represent an essential function of the CMX1 Services. - “Workaround” means a feasible change in operating procedures whereby a User can avoid the deleterious effects of a non-conformance without material inconvenience. - “Day” means a 24 period starting at the submission of case via the CMX support portal Defined Services: | **Service** | **Description** | | --- | --- | | **Tier 2 & Above Support for Core Product** | CMX will support Levels 2-3 as defined in section Exhibit B: CMX Support Tiers section. The scope of support is intended for core functionality for the CMX platform as well as any custom features delivered by CMX during the onboarding process | | **Single point of entry from client** | CMX will provide a single point of entry for all support tickets. All tickets will be submitted via the CMX Support Desk and CMX's SLA's as defined in Exhibit B will apply to all tickets. Any communication done outside of the Support Desk will not guarantee the SLA's defined for the customer. | | **Train, Do, Teach** | CMX training model is to provide training to our customers via online presentations demonstrating the proper way to use our products. The second phase is for the customer to perform the activities demonstrated and ask any questions necessary. The final phase is for the customer to start training and teaching their internal teams to use the CMX products. | | **Access to KB** | Access to our knowledge base will be provided inside in the Help Center inside as part of the CMX Support Desk. Access to the knowledge base is unlimited and any questions that you are unable to find the answer for can be asked via our support systems. | | **Customer Success** | CMX will assign Customer Success resources during the implementation process and turn over the customer engagement to CS upon delivery of products. | CMX Support Tiers | **Tier 1 (Client)** | **Tier 2 (CMX)** | **Tier 3 (CMX)** | | --- | --- | --- | | Help desk resolution and service desk delivery | In-depth technical support | Expert product and service support | | Support for basic customer issues such as solving usage problems and fulfilling service desk requests that need IT involvement.   If no solution is available, tier 1 personnel escalate incidents to a higher tier. | Experienced and knowledgeable technicians assess issues and provide solutions for problems that cannot be handled by tier 1.   If no solution is available, tier 2 support escalates the incident to tier 3. | Access to the highest technical resources available for problem resolution or new feature creation.   Tier 3 technicians attempt to duplicate problems and define root causes, using product designs, code, or specifications.   Once a cause is identified, the company decides whether to create a new fix, depending on the cause of the problem. New fixes are documented for use by Tier 1 and Tier 2 personnel. | **Scheduled Maintenance:** All scheduled and emergency maintenance will be communicated via the CMX Status system located at: [https://status.cmx1.com/](https://status.cmx1.com/). To receive updates please register any email addresses who would like to be informed of CMX updates. 1. Scheduled “Routine” Maintenance: Scheduled, routine maintenance occurs nightly, and is required to ensure performance, availability, and recoverability of the system.  It includes (but is not limited to) activities such as (a) backups, (b) log-pruning, (c) database indexing and query optimization.  Maintenance under this category is architected to have minimal impact on any given client site and scheduled during hours to have no impact on customers Regular Business Hours.   2. Emergency Maintenance: If CMX needs to bring the system offline to conduct emergency maintenance, CMX will provide a detailed description of the change as well as the reason for the change and the impact if the change is not made. Such downtime will be counted towards the Uptime SLA unless it meets one or more of the Exceptions defined under the CREDIT WAIVERS AND EXCEPTIONS.   **Credits Waivers and Exceptions: ** Waivers:  Customer may waive any obligation of CMX to pay any Credit, but no such waiver shall be binding or effective unless given in writing, and no such waiver shall constitute a continuing waiver of CMX obligation to pay Service Level Credits.  Exceptions: CMX shall not be responsible for a failure to meet any Service Level to the extent such failure is directly attributable to any of the following: - Customers acts, errors, omissions, or breaches of this Agreement; - Willful misconduct or violations of law by Customer or Other Suppliers; - service or resource reductions requested or approved by Customer and agreed to by the parties through operational change control procedures, provided that CMX has previously notified Customer in writing as a part of such operational change control procedures that the implementation of such request might result in a failure to meet Service Levels; - Failure of CMX to repair service that has been identified and agreed in writing by Customer to be unserviceable; - Execution of the Disaster Recovery Plan, the execution of which is in accordance with the Disaster Recovery Plan; - A Force Majeure Event; or failures or delays, computer failures involving hardware or software not within CMX’s possession or reasonable control, and acts of vandalism (including network intrusions and denial of service attacks), but only if such unavailability results notwithstanding the exercise of reasonable care and diligence to avoid or mitigate the same in anticipation of or in response to such causes.  Excused Delay shall also include downtime due to necessary maintenance and troubleshooting. - A failure for which Customer has given CMX a written exemption. **Exclusive Remedy:** If ComplianceMetrix fails to meet any of the above “Minimum Service Levels” during any calendar month, and such failure is not excused due to any Excused Delay, you shall promptly notify ComplianceMetrix in writing of such failure, but in any event within 15 days following the end of the applicable month, and you may choose to request a service credit to be applied against future payments that become due from you to ComplianceMetrix under this Agreement. Such service credit shall be computed as follows: - For System Availability:  The ratio of unavailable minutes to total potentially available minutes (net of Excused Delays) in the applicable calendar month during which the Minimum Service Level was not met multiplied by the monthly fees due for such month; provided, however, in no event will the service credit due exceed 10% of the applicable monthly fees.   - For Support and Help Desk Response Times:  1% for each full hour during any calendar month that the Minimum Service Level was not met multiplied by the monthly fees due for such month; provided, however, in no event will the service credit due exceed 10% of the applicable monthly fees.   Notwithstanding anything to the contrary, the foregoing credits will be your sole and exclusive remedy with respect to any unscheduled downtime or any failure by ComplianceMetrix to meet any Minimum Service Level and in no event will the cumulative service credits for any calendar month exceed 10% of the applicable monthly fees.   **Approved Browsers:** To maximize the ComplianceMetrix’s ability to adequately support your needs, ComplianceMetrix uses statistical data from web visitors and registered users to identify the web browsers used by ComplianceMetrix’s target audience. ComplianceMetrix regularly reviews this data to determine which browsers are eligible for support. Due to their wide applicability across a vast number of technologies, browsers are continuously evolving. In order to maintain parity with industry standards, ComplianceMetrix maintains compatibility with a limited number of browser technologies and versions. Additionally, to safeguard Your Data, only browsers which receive security updates from the browser manufacturer are considered for support. Below is a list of the desktop browsers supported by ComplianceMetrix (“Approved Browsers”). Current Active Support (Desktop Browsers) | Edge | Chrome | Firefox | Safari | | --- | --- | --- | --- | | (Current - 1) or Current | (Current - 1) or Current | (Current - 1) or Current | (Current - 1) or Current | “(Current - 1) or Current” denotes that we support the current stable version of the Approved Browser and the version that preceded it. For example, if the current version of an Approved Browser is 24.x, supports the 24.x and 23.x versions. Any problem with the CMX1 Services when utilizing Approved Browsers that meet this criteria shall be considered a bug and you shall report such bug to ComplianceMetrix. Unsupported Browsers You may install and operate the CMX1 Services on versions of browsers that do not meet the Approved Browser criteria. If you use any browser other than an Approved Browser in connection with the CMX1 Services (i) ComplianceMetrix shall not be responsible for meeting the service level commitments set forth herein, and (ii) you assume all responsibility for any performance issues, loss or corruption of data, and any other damages caused as a direct or indirect consequence of such usage.  **Native App / Device Specification:** Operating systems and devices are subject to frequent change, due to their wide applicability across a vast number of technologies and commercial use cases. Given the vast combinations of operating systems and devices, ComplianceMetrix maintains compatibility with a limited number of operating systems (each an “Approved Operating System”) and devices (each an “Approved Device”) for use with the Offline Module. Further, in order to ensure compatibility between the CMX1 Services and the Offline Module, ComplianceMetrix performs extensive testing of the CMX1 Services on combinations of Approved Operating Systems and Approved Devices, which it deems suitable for the intended use. The testing is performed in a controlled technical environment and requires (i) an Approved Device certified and approved by ComplianceMetrix, (ii) an Approved Operating System approved and certified by ComplianceMetrix, (iii) installation of an Approved Operating System on an Approved Device, (iv) installation of approved version of the CMX1 Services on an Approved Device, and (v) no additional third-party applications installed on the Approved Device. When ComplianceMetrix has verified the satisfactory performance of the CMX1 Services through an Offline Module in the aforementioned technical environment, items (i) – (v) will be considered a supported “Native App / Device Specification.” To clarify, a supported Native App / Device Specification means the following conditions are in place: - Approved Operating System - Approved Device - No third-party software installed on such Approved Device - Approved version of CMX1 Services installed on such Approved Device ComplianceMetrix will furnish a then-current list of supported Native App / Device Specifications upon request from you at any time. If you use the Offline Module on un-supported Native App / Device Specifications (i) ComplianceMetrix shall not be responsible for meeting the service level commitments set forth herein, and (ii) you assume all responsibility for any performance issues, loss or corruption of data, and any other damages caused as a direct or indirect consequence of such usage [![CMX1_white_Footer](https://www.cmx1.com/hs-fs/hubfs/CMX1_white_Footer.png?width=139&height=46&name=CMX1_white_Footer.png "CMX1_white_Footer")](https://www.cmx1.com/) - [![.](https://www.cmx1.com/hubfs/CMX-2019/mail--white.svg)sales@cmx1.com](mailto:sales@cmx1.com) - [![.](https://www.cmx1.com/hubfs/CMX-2019/mail--white.svg)support@cmx1.com](mailto:support@cmx1.com) - [![.](https://www.cmx1.com/hubfs/CMX-2019/Slick%20slider/phone--white.svg)858-866-8888](tel:858-866-8888) - ![.](https://www.cmx1.com/hubfs/CMX-2019/pin--white.svg)[4180 La Jolla Village Dr](https://goo.gl/maps/ndqzshR6HCXf5MNt9). 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