This Attachment is expressly incorporated into the IntelePeer Master Services Agreement entered into by IntelePeer and Customer (the “Agreement”).
1. Service Description. IntelePeer will provide the call termination services to deliver voice Traffic, which utilizes TCP/IP as transmission protocol from an end user’s originating equipment to a TCP/IP gateway in the Customer’s network to connect the Customer interconnection point to the owner of the dialed number (“VoIP-Originated Outbound Services”). Customer must certify and comply pursuant to Exhibit 1 to purchase Services under this Attachment. Customer acknowledges that its payment obligations associated with these Services are not contingent upon Customer’s ability to collect payments from any third parties, including its end users.
1.1 Local Traffic. VoIP-Originated Outbound Services includes the termination of calls which originates and terminates in the same local calling area based on the “calling number” and the “called number” (“Local Traffic”). IntelePeer will calculate all minute-of-use based Rates on six (6) second minimums with six (6) second increments.
1.2 Long Distance Traffic. VoIP-Originated Outbound Services includes the termination to United States and Canada of (i) intraLATA calls, which originate and terminate in different local calling areas within the same LATA; and (ii) interLATA calls, which originate in one LATA and terminate in another LATA (collectively “Long Distance Traffic”). IntelePeer will calculate all minute-of-use based Rates on six (6) second minimums with six (6) second increments for calls.
1.3 Other Traffic. VoIP-Originated Outbound Services includes the termination of calls which originate in the United States and terminate in destinations outside of the United States or Canada for which the Rate Notification(s) provide a Rate pursuant to Section 2 (“Other Traffic”), in accordance with IntelePeer’s Section 214 license and other applicable export regulations. IntelePeer has divided these destinations into the following categories: (i) Caribbean and U.S. territories including American Samoa, Anguilla, Antigua & Barbuda, Bahamas, Barbados, Bermuda, British Virgin Islands, Cayman Islands, Dominica, Dominican Republic, Grenada, Guam, Jamaica, Montserrat, Northern Mariana Islands, Puerto Rico, St. Maarten (Dutch), St. Vincent Grenadine, St. Kitts & Nevis, St. Lucia, Trinidad & Tobago, Turks & Caicos Islands, and U.S. Virgin Islands; and (ii) all international countries other than Canada or destinations in (i). IntelePeer will provision the categories of Other Traffic Customer has identified in its account on the IntelePeer Customer Portal. IntelePeer reserves the right, in its sole discretion and without liability, to discontinue service to any international routes with a high risk of fraud, upon the issuance of a Rate Notification. IntelePeer will calculate all minute-of-use based Rates on sixty (60) second minimums with sixty (60) second increments for Mexico, and thirty (30) second minimums with six (6) second increments all remaining Other Traffic destinations.
2. Rates. IntelePeer will provide the Rates for VoIP-Originated Outbound Services in Customer’s IntelePeer Solution Summary.
2.1 IntelePeer will set forth all variable Rates in its Rate Notification pursuant to the terms of the Agreement and this Attachment.
2.2 For Other Traffic, IntelePeer will charge based on the then-effective Rate Notification or Customer’s IntelePeer Solution Summary, or as posted.
2.3 Additional Surcharges. If Customer’s Outbound Services Traffic fails to meet one or more of the following conditions in a given billing cycle, IntelePeer will charge, without notice and in addition to the Rates for the calls, a surcharge equal to $0.01 per call, for calls exceeding thresholds sent by Customer during that billing cycle under this Attachment.
- (i) The total minutes during the billing cycle divided by the total completed calls for the billing cycle or Average Length of Call (“ALOC”), must not drop below one (1) minute;
- (ii) The total completed calls during the billing cycle divided by the total call attempts, or Answer Seizure Ratio (“ASR”), for the billing cycle not resulting from any action by IntelePeer, must not drop below fifty percent (50%); or
- (iii) The number of completed calls during any billing cycle, which are six (6) seconds or less in duration, must not exceed more than twenty percent (20%) of the total calls made during that billing cycle.
3. Fair Usage Policy for VoIP-originated Outbound Services.
3.1 IntelePeer provides VoIP-Originated Outbound Services 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 VoIP-Originated Outbound Services 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 VoIP-Originated Outbound Services 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), or (b) makes routing choices based on the cost of a call (such as a least cost routing engine); or (ii) traffic patterns which fail to conform either on a monthly average basis with the thresholds in the Additional Surcharge Section, or to a natural distribution across RBOC, ILEC, CLEC and wireless destinations (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. 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.
VoIP-Originated Outbound Services Certification
This VoIP-Originated Outbound Services Certification is executed and delivered by IntelePeer and Customer, and is expressly incorporated into the Agreement entered into by IntelePeer and Customer. Capitalized terms used and not defined herein will have the meanings set forth in the Agreement and any applicable Schedules.
Whereas, IntelePeer is able to offer specialized prices and services for Customer’s VoIP (as defined below) Traffic; and
Whereas, Customer is willing to execute this certification to confirm that its Traffic qualifies as “VoIP”.
Now therefore, Customer certifies as follows:
A. For the purposes of this Agreement, “VoIP” will mean voice Traffic which Customer represents, warrants and certifies to IntelePeer utilizes TCP/IP as a transmission protocol from an end user’s originating equipment to a TCP/IP gateway in Customer’s network, and constitutes “Information Services” and “Enhanced Services” according to regulations of the Federal Communications Commission or other applicable law.
B. IntelePeer will provide Customer with Rates, Rating Methodology and related terms applicable to VoIP-Originated Outbound Services via electronic Rate Notification. By executing this Certification, Customer agrees to pay for Services at IntelePeer’s then current Rates as provided in the most recent electronic Rate Notification. Rate Notifications will be delivered from email@example.com to Customer via e-mail or other electronic means to Customer’s Rate Notice Address.
C. Customer hereby represents and certifies to IntelePeer that, from and after the Effective Date:
- (i) All of Customer’s VoIP voice Traffic delivered to IntelePeer for termination pursuant to this Attachment will be routed across separate trunk groups or IP addresses (as designated by IntelePeer) for the sole purpose of terminating Traffic that is and will continue at all times to be VoIP;
- (ii) All of Customer’s VoIP voice Traffic delivered to IntelePeer for termination over such separate trunk groups or IP addresses is and will at all times continue to be VoIP from an end user’s originating equipment; and
- (iii) If Customer is delivering voice Traffic to IntelePeer that is not certified VoIP voice Traffic, Customer will use separate trunk groups or IP addresses (as designated by IntelePeer) for delivery of such non- VoIP voice Traffic (i.e. separate from the trunks or IP addresses used by Customer to deliver certified VoIP voice Traffic).
- (iv) Customer will immediately notify IntelePeer if its certification above becomes untrue or misleading.
D. If Customer delivers Traffic to IntelePeer which Customer has certified as being VoIP voice Traffic which is, in fact, not VoIP, Customer will indemnify and hold harmless IntelePeer from any losses, claims or other damages of whatever kind arising from, or related to, IntelePeer’s termination of, or representation of such Traffic as being VoIP. Further, if Customer delivers Traffic to IntelePeer that Customer has certified as being VoIP voice Traffic but that Customer cannot demonstrate to IntelePeer in a reasonable time is, in fact, VoIP voice Traffic, IntelePeer may immediately cease terminating such Traffic without liability.