This Attachment is expressly incorporated into the IntelePeer Master Services Agreement and the IntelePeer Terms of Service entered into by IntelePeer and Customer (the “Agreement”). For purposes of this Attachment, IntelePeer LLC is the Affiliate providing the Services under the terms of this Attachment, and hereafter referred to as “IntelePeer”.
1. Service Description. IntelePeer will make available to Customer the Atmosphere® Communications Platform as a Service, which is a cloud computing Software-as-a-Service that allows the Customer to use the software platform to support the orchestration of multi-channel communications, to trigger further additional applications and workflows, and to capture metrics for business intelligence, pursuant to the terms and conditions set forth at: https://intelepeer.ai/terms/atmosphere-cpaas/.
2. Subscription Term and Rates.
2.1 Customer agrees to purchase the quantity of CPaaS packages outlined in any Order Form signed by Customer as a subscription, at the Rates for the package tier designated 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 CPaaS packages in advance 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 and transactional charges, Taxes and Additional Surcharges or overage charges as specified in the Order Form. IntelePeer will not pro-rate subscriptions for CPaaS packages, except as expressly set forth herein.
2.3 Customer may order additional CPaaS packages during the Subscription Term at the same pricing and Subscription Term as the initial CPaaS packages by executing a supplemental Order Form. Customer will pay for any additional CPaaS packages ordered at the pro-rated portion of that Subscription Term remaining at the time of the order of additional CPaaS packages. Customer may also order higher tiers of CPaaS packages, or convert existing CPaaS packages to higher tiers, from IntelePeer for the same Subscription Term under this Attachment.
2.4 The tier of the CPaaS package 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 CPaaS packages 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 The charges set forth in Customer’s Order Form, as CPaaS packages, will apply regardless of the amount of actual usage of the Services.
2.8 Third Party Charges. Notwithstanding Section 4.1 of the Agreement, any changes in pass-through fees or surcharges from any underlying telecommunications carriers or messaging providers will be effective immediately. In addition to the Taxes Section in the Agreement, Customer agrees that IntelePeer may pass through any Taxes from our underlying telecommunications carriers or messaging providers, including without limitation federal, state and local taxes, fees and surcharges, sales and use taxes, utility user’s fees, excise taxes, VAT, business and occupations taxes, emergency services taxes, franchise fees and universal service fund fees, or other similar exactions, imposed on IntelePeer with respect to your Services.