Resale Services Bundle Attachment

These terms for the Resale Services Bundles are expressly incorporated into the Master Services Agreement entered into by IntelePeer and Customer (the “Agreement”).

1. Service Description

1.1 IntelePeer will provide the Resale Services Bundles (“Resale Services Bundles”) as a unified communications solution for Services identified in this Attachment.

1.2 Resale Services 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 Resale 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 installed ports 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 Resale 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 Resale 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. Toll-Free excludes Traffic originating from Alaska, Guam, Hawaii, Puerto Rico, Saipan, US Virgin Islands and Canada.

1.3.3 Local Outbound.Local Outbound has the same meaning as Local Traffic defined in the VoIP-Originated Outbound 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 Resale 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 Intentionally omitted.

1.5 Resale Services Bundle Term. Customer agrees to purchase the Resale Services Bundles for a period of twelve (12) months commencing on the date the Parties execute this Attachment (“Resale Services Bundle Term”), in consideration for IntelePeer deferring any increases in the Rates for the Resale Services Bundles pursuant to this Section.

1.5.1 The Resale 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 Resale Services Bundle Term. Such termination will be effective on the last day of the current Resale Services Bundle Term, which means Customer will pay for its Resale Services Bundles until the end of current Resale Services Bundle Term regardless of the date of the notice.

1.5.2 Customer may order additional Resale Services Bundles during the Resale Services Bundle Term at the same pricing and Resale Services Bundle Term as the initial Resale Services Bundles, prorated for the portion of that Resale Services Bundle Term remaining at the time the additional Resale Services Bundles are added. Quantities of Resale Services Bundles may not be decreased during any Resale 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 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 Resale Services Bundle Term to be applicable in the subsequent Resale Services Bundle Term, if not terminated by Customer in accordance with Section 1.5.1 of this Attachment. Notwithstanding the foregoing, Customer acknowledges that the discounts and Rates available pursuant to the Customer’s IntelePeer Solution Summary reflect charges from IntelePeer’s underlying vendors, and that IntelePeer has agreed to provide the discounts and Rates associated with the Customer’s IntelePeer Solution Summary based on Customer purchasing a certain amount of Services. In its sole and reasonable discretion, IntelePeer may increase Rates in good faith pursuant to Section 4.1 of the Agreement, if IntelePeer’s aggregate costs associated with providing Service(s) increase more than five percent (5%). If Customer terminates the Agreement as a result of IntelePeer adjusting Rates pursuant to the foregoing sentence, IntelePeer agrees to waive any charges for the remaining months in the current Resale Services Bundle Term.

2. Rates

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

2.2 IntelePeer will invoice Customer the first day of the month for (i) the upcoming month’s monthly Rates 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 Resale Services Bundles upon cancellation of Service.

2.3 IntelePeer will charge Customer the Rates as outlined in Customer’s IntelePeer Solution Summary for each Resale 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.

2.4 Any DID or Toll Free telephone numbers, which Customer orders with the Resale Services Bundles, will be deducted from the available allocation.

3. Fair Usage Policy for Resale Service Bundles

3.1 IntelePeer provides Resale 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 Resale 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 Resale 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; or (iii) using Resale 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 Downstream Channel 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.