Resale Services Bundle 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 Resold Services Bundles (“Resold Services Bundles”) as a unified communications solution as a unified communications solution supported by a combination of the Services as identified and governed in this Attachment.

1.2 Resold Services Bundles are packaged products which are ordered, deployed and billed on a concurrent user basis. A customer may have multiple trunk groups with a single Resold Services Bundle type configured on each trunk.

1.2.1 Customer may order any number of bundles and may change the number of installed ports on any trunk group at any time. Customer must ensure that they have sufficient port capacity installed. IntelePeer will block any additional calls offered to the IntelePeer platform if all Customer ports are in use at the time of the call.

1.2.2 At the end of each billing cycle, IntelePeer will invoice Customer for the peak number of users across all trunk groups during the previous billing cycle subject to fair use policies below.

1.3 IntelePeer bundles a number of discrete Service components into each of the Resold Services 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 changes to the content of the Resold Services 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 Outbound. Domestic Outbound includes the delivery of Local and Long Distance Traffic as defined in VoIP-Originated Outbound Services Attachment, except for Traffic terminating to Alaska.

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

1.3.3 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 Resold Services 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 Resold Services Basic/User 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 Resold Services Basic/User 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 Resold Services Basic/User Bundle.

1.4.2 Customer may send traffic to the IntelePeer 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.

1.5 Resold Services Bundle Term. Customer agrees to purchase the Resold Services Bundles for a period of twelve (12) months commencing on the date the Parties execute this Attachment (“Resold Services Bundle Term”), in consideration for IntelePeer deferring any increases in the Rates for the Resold Services Bundles pursuant to this Section. Notwithstanding anything to the contrary, if Customer executes a Minimum Commitment at any time, this Section 1.5 in its entirety will no longer apply to Services under this Attachment.

1.5.1 The Resold Services Bundle 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 twenty (20) days prior to the end of the current Resold Services Bundle Term. Such termination will be effective on the last day of the current Resold Services Bundle Term, which means Customer will pay for its Resold Services Bundles until the end of current Resold Services Bundle Term regardless of the date of the notice.

1.5.2 Customer may order additional Resold Services Bundles during the Resold Services Bundle Term at the same pricing and Resold Services Bundle Term as the initial Resold Services Bundles, prorated for the portion of that Resold Services Bundle Term remaining at the time the additional Resold Services Bundles are added. Quantities of Resold Services Bundles may not be decreased during any Resold Services Bundle 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; (iv) a force majeure event; or (v) IntelePeer increasing Rates except at the end of the Resold Services Bundle Term pursuant to Section 1.5.3 of this Attachment.

1.5.3 IntelePeer may initiate a change in Rates, subject to Section 4.1 of the Agreement, no less than thirty (30) days’ written notice prior to the end of the current Resold Services Bundle Term to be applicable in the subsequent Resold Services Bundle Term, if not terminated by Customer in accordance with Section 1.5.1 of this Attachment. If IntelePeer issues any change in Rates at any time other than as set forth in the foregoing sentence, Customer may terminate the Resold Services Bundle Term without any applicable early termination liability.

2. Rates.

2.1 IntelePeer will make available to Customer the Service components of each Resold Services Bundle based on the Rates and associated terms and conditions listed in Customer’s IntelePeer Solution Summary.

2.2 If Customer enables a redundant trunk on a Resold Services Basic/User 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 IntelePeer Solution Summary, as Resold Services Basic/U Backup, will apply regardless of the amount of actual traffic usage on the redundant trunk.

2.3 IntelePeer will invoice Customer the first day of the month for (i) the upcoming month’s monthly Rates and redundant trunk charges in advance; and (ii) any previous month’s usage, non-recurring or overage charges. IntelePeer will waive any Rates for partial months at Service activation, but will not pro-rate Resold Services Bundles upon cancellation of Service.

2.4 IntelePeer will charge Customer the Rates as outlined in Customer’s IntelePeer Solution Summary for each Resold Services Bundle as defined below:

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

2.5 Any DID or Toll Free telephone numbers, which Customer orders with the Resold Services Basic/User Bundles, will be deducted from the available allocation.

3. Fair Usage Policy for Resold Services Bundles.

3.1 IntelePeer provides Resold Services 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 Resold Services 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 Resold Services 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) the minutes for Toll Free Services in Resold Services Basic/User Bundles exceed ten percent (10%) of the total minutes of usage generated for all Services in any given billing cycle; (iv) sharing a single Resold Services Basic/User Bundle between multiple users via a PBX, call center, computer or any other means; or (v) using Resold Services Bundle not associated with a DID Number provided by IntelePeer (collectively “Prohibited Uses”). As between Customer and IntelePeer, Customer will be solely responsible for ensuring that all of its customers comply with this Fair Usage Policy.

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. 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.