IntelePeer minimum revenue guarantee

Minimum revenue guarantee

This Minimum Revenue Guarantee is expressly incorporated into the IntelePeer Terms of Service entered into by IntelePeer and Customer (the “Agreement”).

1. Minimum Revenue Guarantee.

IntelePeer offers to discount its Rates for CoreCloudTM Services as set forth in the Solution Summary, as well as to defer any increases in Rates for CoreCloud TM Outbound, Inbound and Toll-Free Services pursuant to Section 3, in consideration for Customer’s agreement to purchase Services in an amount that equals or exceeds five hundred dollars ($500.00) in monthly charges (“Minimum Commitment”).

The Minimum Commitment and any associated discounts or rate lock will continue for a period of no less than twelve (12) months beginning on the date of execution of this Attachment (“Commitment Term”); provided that the conditions outlined in Section 3 are not triggered. IntelePeer agrees to provide Customer a period of time to ramp its use of the Services. For this reason, the Minimum Commitment will take effect at the beginning of the fourth billing cycle following the execution of this Attachment.

If Customer does not satisfy the Minimum Commitment in any month of the Commitment Term, IntelePeer will bill Customer the difference between actual monthly Commitment Charges, as defined in Section 2, and the Minimum Commitment amount during such monthly period.

At the end of the Commitment Term, the Minimum Commitment will continue on a month-to-month basis in an amount that equals or exceeds five hundred dollars ($500.00) in monthly charges, which will become the new Minimum Commitment, unless this Attachment or the Agreement is terminated or superseded.

2. Charges for Minimum Commitment. Charges attributable to the Minimum Commitment include all Rates and Monthly Recurring Charges in the Solution Summary, and expressly excludes charges for any CoreCloudTM Connect charges, any non-recurring, One Time Charges, and any taxes, fees, or surcharges (“Commitment Charges”).

3. Conditions for Increasing Rates. Customer acknowledges that the discounts and rate lock available pursuant to this Attachment reflect charges from IntelePeer’s underlying vendors, and that IntelePeer has agreed to provide the discounts and rate lock associated with this Attachment based on Customer purchasing a certain amount of traffic under this Agreement. In its sole and reasonable discretion and in good faith, IntelePeer may increase Rates pursuant to Section 4.1 of the Agreement, if IntelePeer’s aggregate cost associated with providing Services increases more than ten percent (10%). If Customer terminates the Agreement as a result of IntelePeer adjusting Rates pursuant to this Section 3, IntelePeer agrees to waive the early termination charges set forth in Section 4 for the current Commitment Term.

4. Early Termination Charges. Unless the Agreement is terminated as a result of: (i) a material breach by IntelePeer; (ii) IntelePeer terminating without cause; (iii) Customer exercising its Satisfaction Guarantee right; (iv) a force majeure event; or (v) IntelePeer increasing Rates pursuant to Section 3, Customer will pay IntelePeer an early termination charge upon termination of the Agreement. The early termination charge will equal the Minimum Commitment remaining in any Commitment Term after the termination of the Agreement, in addition to all unpaid amounts for any Service(s) provided through the date of termination. Customer acknowledges that any charges for early termination under this Agreement represent reasonable liquidated damages, not a penalty.