These terms for the Voice 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 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 At the end of each billing cycle, IntelePeer will invoice Customer for the peak number of installed Voice Services Bundles across the account during the previous billing cycle subject to Webex Fair Usage Policy in Section 3.
1.4 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 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:
1.4.1 Domestic Atmosphere® Outbound. Domestic Atmosphere® Outbound includes the delivery of Local and Long Distance Traffic as defined in Atmosphere® Outbound Voice Services Attachment.
1.4.2 Atmosphere® Toll-Free. Atmosphere® Toll-Free excludes Traffic originating from Alaska, Guam, Hawaii, Puerto Rico, Saipan, US Virgin Islands and Canada.
1.5 Bundle Term. Customer agrees to purchase the Voice Services Bundles for the Term of the Agreement, along with any renewal periods set forth in Section 1.5.1 of this Attachment (“Bundle Term”), in consideration for the Rates IntelePeer makes available for the Voice Services Bundles during the applicable Bundle Term pursuant to the terms of this Section.
1.5.1 The 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 Bundle Term. Such termination will be effective on the last day of the current Bundle Term, which means Customer will pay for its Voice Services Bundles until the end of current Bundle Term regardless of the date of the notice.
1.5.2 Customer may order additional Voice Services Bundles during the Bundle Term at the same pricing and Bundle Term as the initial Voice Services Bundles, which will be charged for the portion of that Bundle Term remaining at the time the additional Voice Services Bundles are added. Quantities of Voice Services Bundles may not be decreased during any Bundle Term, unless the Agreement is terminated as a result of: (i) a material breach by IntelePeer; (ii) IntelePeer terminating without cause; (iii) a force majeure event; or (iv) IntelePeer increasing Rates except at the end of the 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 Bundle Term to be applicable in the subsequent Bundle Term, if not terminated by Customer in accordance with Section 1.5.1 of this Attachment. Unless Customer prepays the Bundle Term annually, IntelePeer, in its sole and reasonable discretion and in good faith, may increase Rates once each year of the Bundle Term not to exceed the Consumer Price Index for All Urban Consumers (“CPI-U”) for materially similar services at that time, pursuant to Section 4.1 of the Agreement. If IntelePeer issues any change in Rates at any time other than as set forth in the foregoing sentence, Customer may terminate the Bundle Term without any applicable early termination liability.
2.1 IntelePeer will charge Customer the Rates for each Voice Services Bundles based on the Rates in Section 4.1 of the Agreement. The Rates for the Voice Services Bundle include Taxes associated with the Services provided therein.
2.2 IntelePeer will invoice Customer the fifth day of each month for: (i) the upcoming month’s monthly Rates in advance; and (ii) any previous month’s usage, non-recurring or overage charges for Services. IntelePeer may waive any Rates for partial months at the service activation, but will not pro-rate Voice Services Bundles upon cancellation.
2.3 The following outlines what is included in the Voice Services Bundle:
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.
2.5 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; or (v) sharing between multiple users or multiple endpoints via a PBX, call center, computer or any other means (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.