Managed Solutions Attachment

This Attachment is expressly incorporated into the IntelePeer Master Services Agreement entered into by IntelePeer and Customer (the “Agreement”).

1. Service Description.

1.1 In conjunction with its Automation Services, IntelePeer will provide monthly professional services to assist Customer in its use of the Communications Automation Platform (“Managed Solutions”). Customer may choose to enable any one of the following subscriptions for its Managed Solutions:

IntelePeer will only provide the Managed Solutions listed in the Subscriptions above. Any services that fall outside the Managed Solutions Included for the Subscriptions set forth in this Section will be performed and billed as expressly set forth in a Statement of Work executed by both parties.

1.2 Subscription Term. Customer will purchase any Managed Solutions subscription for a period of no less than twelve (12) months, which will renew automatically on an annual basis (“Managed Solutions Term”), unless terminated by either Party no less than sixty (60) days prior to the end of the current Managed Solutions Term.

1.3 Exclusions. The Subscriptions included herein do not apply to any other Services purchased from IntelePeer other than its Automation Service. IntelePeer will also not manage or maintain any systems used by Customer other than those associated with the Automation Services, or undertake any configuration changes requiring development skills.

1.4 Scheduling of Managed Solutions. Upon execution of this Attachment, Customer may submit requests for Managed Solutions under its Subscription by notifying assigned IntelePeer Customer Success Manager or by emailing CustomerSuccess@intelepeer.com with a detailed description of the Managed Solutions along with proposed acceptance criteria and the desired delivery date. Upon receipt, IntelePeer will review the parameters of your requested Managed Solutions and categorize as either: (i) a single action completed by an individual within a 3-day window, but may be recurring (“Task”); (ii) multiple Tasks completed by multiple people over a period of several weeks (“Project”); or (iii) multiple Projects (or Project phases) grouped together to achieve a larger outcome (“Program”). IntelePeer will then confirm receipt of the requested Managed Solutions, along with the acceptance criteria and the expected delivery date for the particular Task, Project or Program.

1.5 Acceptance of Managed Solutions. Upon completion of a particular Task, Project or Program, IntelePeer will notify Customer of such completion. Customer will validate such completion pursuant to the confirmed acceptance criteria, and issue its written acceptance of the Task, Project or Program.

2. Rates.

2.1 Monthly Recurring Charges. IntelePeer will provide Rates for the monthly recurring charges on each package Subscription of the Managed Solutions, either on the IntelePeer website or in Customer’s Order Form. IntelePeer will assess those Rates each month for the extent of the Subscription Term.

2.2 Early Termination Charges. The charge for early termination of any Managed Solutions Subscriptions will equal the Monthly Recurring Charges times the months remaining in the Subscription Term (“Early Termination Charges”). If Customer seeks to cancel its Managed Solutions under this Attachment, Customer will pay IntelePeer an Early Termination Charge, unless its Agreement is terminated as a result of: (i) a material breach by IntelePeer; (ii) IntelePeer terminating without cause; (iii) Customer exercising its Satisfaction Guarantee right; or (iv) a force majeure event. Customer acknowledges that any charges for early termination under this Agreement represent reasonable liquidated damages, not a penalty. The Early Termination Charge is due, in addition to all unpaid amounts for any Service(s) provided through the date of termination.

3. Additional Provisions.

3.1 Performance Warranty and Disclaimer. IntelePeer warrants its performance of Managed Solutions under this Attachment to be in a thorough and professional manner, consistent with generally recognized professional and industry standards for similar services, by individuals with the requisite training, background, experience, technical knowledge and skills to perform such Managed Solutions. IntelePeer also agrees to correct any defects in the solutions provided as Managed Solutions hereunder to ensure that such solutions work as contracted for, at no extra charge to Customer, for a period of three (3) months from the written acceptance of such Task, Project or Program. IntelePeer makes no warranty that the Managed Solutions will operate without interruption, achieve any intended result, be compatible or work with any other software or system, or be secure, accurate, complete, free of harmful code or error free.

3.2 Infringement Warranty. IntelePeer warrants that its work product from any Task, Project or Program will not infringe, misappropriate or violate the rights of any third party, including, without limitation, any intellectual property rights or any rights of privacy or rights of publicity, except to the extent any portion of the IntelePeer work product is created, designed, developed or supplied by a third party on behalf of Customer.

3.3 Intellectual Property Rights. IntelePeer will be the sole and exclusive owner of all Intellectual Property Rights in and to all intellectual property arising from any Task, Project or Program performed under this Attachment (“Managed Solutions Intellectual Property”), except for any Customer Property as defined in the provisions governing the Automation Services. In addition to the Intellectual Property Rights set forth otherwise in the Agreement, IntelePeer grants Customer a non-exclusive, non-transferable, non-sublicensable, limited license to use and access such Managed Solutions Intellectual Property for the sole purpose of using the Automation Services, until the Agreement or the underlying Services are terminated pursuant to the Agreement.