Voice Services Bundles Subscription

These terms of the Voice Services Bundles Attachment 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 Atmosphere Services as a unified communications solution with bundled pricing for a marketplace platform as set forth herein, as revised by IntelePeer from time to time without notice (“Voice Services Bundles”).

1.2 Voice Services Bundles are packaged Services, which are ordered, deployed and billed on a user basis.

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

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

2. Subscription Term and Rates.

2.1 Customer agrees to purchase the quantity of Voice Services 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 Voice Services Bundles in advance annually 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 Voice Services Bundles, except as expressly set forth herein.

2.3 Customer may order additional Voice Services Bundles during the Subscription Term at the same pricing and Subscription Term as the initial Voice Services Bundles by executing a supplemental Order Form. Customer will pay for any additional Voice Services Bundles ordered at the pro-rated portion of that Subscription Term remaining at the time of the order of additional Voice Services 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 Voice Services 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 Voice Services 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 IntelePeer will charge Customer the Rates as outlined in Customer’s Order Form for each Cisco Voice Services Bundles as defined below:

In addition to the Rates in Section 4.1 of the Agreement, IntelePeer may charge any applicable fees as otherwise set forth in this Agreement, including but not limited to Additional Surcharges.

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

3. Fair Usage Policy for Voice Services Bundles.

3.1 IntelePeer provides Voice 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 Voice Services Bundles are intended to be used for general purpose enterprise UC usage (which may include some limited conferencing or enterprise contact center usage), in which all calls are placed via direct human interaction. IntelePeer strictly prohibits any use of the Voice 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) reselling the Voice Services Bundles under any circumstances; (iv) the minutes for Atmosphere Toll Free Services exceed ten percent (10%) of the total minutes of usage generated for all Services in any given billing cycle; (v) sharing between multiple users or multiple endpoints via a PBX, call center, computer or any other means; or (vi) usage inconsistent with the parameters set forth in the Rating Model column of Section 2.7 (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.