Atmosphere Port and Call Path Bundles Attachment

This Attachment is expressly incorporated into the IntelePeer Master Services Agreement entered into by IntelePeer and Customer (the “Agreement”).

1. Service Description.

1.1 IntelePeer will provide the Atmosphere UC Basic/Port Bundles and Atmosphere Call Path Bundles (“Atmosphere UC Bundles”) as a unified communications solution supported by a combination of the Services as identified and governed in this Attachment.

1.2 Atmosphere UC Bundles are packaged products which are ordered, deployed and billed on a concurrent port basis. A customer may have multiple trunk groups with a single Atmosphere UC Bundle type configured on each trunk. Customer must ensure that they have sufficient port capacity installed. IntelePeer will block any additional calls offered to the Atmosphere platform if all Customer ports are in use at the time of the call.

1.3 IntelePeer bundles a number of discrete Service components into each of the Atmosphere UC Bundles offered, which may be supplemented or revised from time-to-time at IntelePeer’s sole discretion. IntelePeer will provide 30 days written notice of any material changes to the content of the Atmosphere UC Bundles. IntelePeer will provide any Service components with a Service Attachment in this Agreement pursuant to the terms of that corresponding Attachment, except that IntelePeer will provide the following Services as follows:

1.3.1 Domestic Atmosphere Outbound. Domestic Atmosphere Outbound includes the delivery of Local and Long Distance Traffic as defined in Atmosphere Outbound Voice Services Attachment, except for Traffic terminating to Alaska.

1.3.2 Atmosphere Toll-Free. Atmosphere Toll-Free excludes Traffic originating from Alaska, Guam, Hawaii, Puerto Rico, Saipan, US Virgin Islands and Canada.

1.3.3 Local Atmosphere Outbound. Local Atmosphere Outbound has the same meaning as Local Traffic defined in the Atmosphere Outbound Voice Services Attachment.

1.3.4 Telephone Numbers. IntelePeer will provide temporary no-charge DID telephone numbers during the period required to complete the port-in of Customer’s existing telephone numbers. These telephone numbers will be provided on a one for one basis for each telephone number port-in ordered, and cannot be provided for specific rate centers. These telephone numbers will not count towards a Customer’s allocation for the Atmosphere UC Bundles. IntelePeer will retain ownership of these telephone numbers and will automatically disconnect the numbers upon completion of a Customer port-in request.

1.4 Where available, Customer may establish secondary redundant trunk(s) for any Atmosphere UC Basic/Port Bundle for IntelePeer to exchange Traffic with Customer over the redundant trunk, upon failover or if the primary trunk is fully utilized, to increase reliability of the Service, based on the following terms and conditions.

1.4.1 Customer may place an order with IntelePeer to enable a redundant trunk for any individual Atmosphere UC Basic/Port Bundle purchased; provided that the redundant trunk is connected to the same type of equipment and carries the same type of traffic as the primary trunk supporting the Services in the Atmosphere UC Basic/Port Bundle.

1.4.2 Customer may send traffic to the Atmosphere platform from either its primary or redundant trunk.

1.4.3 IntelePeer will send traffic to Customer over the redundant trunk, upon failover or if the primary trunk is fully utilized.

1.4.4 IntelePeer expressly disclaims all warranties of any kind, express or implied, associated with the provision of any redundant trunks under this Attachment.

2. Subscription Term and Rates.

2.1 Customer agrees to purchase the quantity of Atmosphere UC Bundles outlined in any Order Form signed by Customer as a subscription, at the Rates and for the Subscription Term provided therein. The Order Form will identify the Subscription Start Date on which the Subscription Term commences. Customer agrees to pay the Rates set forth in the Order Form for the Services rendered as part of the subscription for the Subscription Term regardless of actual usage of the Services, and acknowledges that amounts paid for these subscriptions are non-refundable.

2.2 Customer agrees to pay for the Atmosphere UC Bundles in advance for the Subscription Term, which will be on an annual basis unless the applicable Order Form sets forth a different payment frequency. Regardless of payment frequency, IntelePeer will invoice Customer the first day of the month for (i) the upcoming month’s monthly Rates charges in advance, subject to Fair Use Policy below; and (ii) any previous month’s non-recurring charges, Taxes and Additional Surcharges or overage charges as specified in the Order Form. IntelePeer will not pro-rate subscriptions for Atmosphere UC Bundles, except as expressly set forth herein.

2.3 Customer may order additional Atmosphere UC Bundles during the Subscription Term at the same pricing and Subscription Term as the initial Atmosphere UC Bundles by executing a supplemental Order Form. Customer will pay for any additional Atmosphere UC Bundles ordered at the pro-rated portion of that Subscription Term remaining at the time of the order of additional Atmosphere UC Bundles. Customer may also order other types of Bundles from IntelePeer for the same Subscription Term under their respective Bundle Attachment.

2.4 Quantities of Atmosphere UC Bundles may not be decreased during any Subscription Term, unless the Agreement is terminated as a result of: (i) a material breach by IntelePeer; (ii) IntelePeer terminating without cause; (iii) Customer exercising its rights under Section 3.2 of the Agreement; or (iv) a force majeure event.

2.5 The Subscription Term will automatically renew on an annual basis, unless either Party provides written notice of termination of this Attachment or the Agreement no less than thirty (30) days prior to the end of the current Subscription Term. Such termination will be effective on the last day of the current Subscription Term, which means Customer will pay for its Atmosphere UC Bundles until the end of current Subscription Term regardless of the date of the notice.

2.6 No less than thirty (30) days prior to the end of each Subscription Term, IntelePeer, in its sole and reasonable discretion, may notify Customer of an increase to Rates for the following Subscription Term on renewal, pursuant to Section 4.1 of the Agreement.

2.7 If Customer enables a redundant trunk on an Atmosphere UC Basic/Port Bundle by placing an order to do so, applicable charges will apply, prior to the application of any available discounts. The charges set forth in Customer’s Order Form, as Atmosphere UC Basic/P Backup, will apply regardless of the amount of actual traffic usage on the redundant trunk.

2.8 IntelePeer will charge Customer the Rates as outlined in Customer’s Order Form for each Atmosphere UC Bundle as defined below:

In addition to the Rates in Customer’s Order Form, IntelePeer may charge any applicable fees as otherwise set forth in this Agreement, including but not limited to Taxes and Additional Surcharges.

2.9 Any DID or Toll Free telephone numbers, which Customer orders with the Atmosphere UC Basic/Port Bundles, will be deducted from the available allocation.

3. Fair Usage Policy for Atmosphere UC Bundles.

3.1 IntelePeer provides Atmosphere UC Bundles under this Agreement conditioned upon compliance at all times with the Fair Usage Policy set forth in this Section, which is designed to prevent fraud and abuse of its Services.

3.2 The Atmosphere UC Bundles are intended to be used for general purpose enterprise UC usage (which may include some limited conferencing or inbound enterprise contact center usage), in which all calls are placed via direct human interaction. IntelePeer strictly prohibits any use of the Atmosphere UC Bundles inconsistent with the purpose, including without limitation: (i) connecting to any device, computer or telephone system, which can either (a) place calls in an automated fashion (such as any predictive dialer, auto-dialer or robodialer), (b) makes routing choices based on the cost of a call (such as a least cost routing engine) , or (c) automatically distribute calls based on location, time zone, department, skill-based or other method; (ii) traffic patterns which fail to conform either on a monthly average basis with the thresholds in the Additional Surcharge Section for the Services in the respective Attachments, or to a natural distribution across RBOC, ILEC, CLEC and wireless destinations; (iii) reselling the Atmosphere UC Bundles under any circumstances; (iv) the minutes for Atmosphere Toll Free Services in Atmosphere UC Basic/Port Bundles exceed ten percent (10%) of the total minutes of usage generated for all Services in any given billing cycle; (v) using the Atmosphere UC Basic/Call Path Bundles for only local outbound calling in outbound contact center applications; (vi) using Atmosphere UC Bundle not associated with a DID Number provided by IntelePeer; (vii) having less than 90% of the local Traffic on a trunk for Atmosphere Call Path Bundles associated with a single local calling area; or (viii) usage inconsistent with the parameters set forth in the Rating Model column of Section 2.8 (collectively “Prohibited Uses”).

3.3 IntelePeer will monitor usage patterns and notify Customer of any usage that appears to be Prohibited Use(s), and reserves the right to take any unusual activity into account in making its determination. IntelePeer may assess any overage charges set forth in the Order Form for additional use of Services or storage. For any Rates not otherwise subject to an overage under this Attachment, if Customer does not correct the Prohibited Use by the end of the billing cycle following the notification by IntelePeer, or if Prohibited Uses appear in any subsequent billing cycles, IntelePeer reserves the right, in its sole discretion and without any additional notice, to adjust the amounts invoiced to Customer for any affected billing cycles to reflect the appropriate pricing for such Prohibited Uses or terminate the Agreement.