Resale Communications Automation Services Attachment
This Attachment is expressly incorporated into the Agreement 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 use commercially reasonable efforts, consistent with industry standards, to make available to Customer the Resale communications Automation Services, which is a cloud computing Software-as-a-Service on the Communications Automation Platform (“CAP”) that allows Customer to use the software 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 in this Agreement (collectively “Resale Automation Services”). References to Resale Automation Services include any associated automation, analytics, application programming interfaces (“APIs”), routing for messaging, voice and video communications, programs, features, functions, bots, report formats, instructions, code samples, any markup language, the IntelePeer website, account portal, technical support, support and technical documentation, software, and any updates to the foregoing, in connection with the use of Resale Automation Services.
1.1 Enablement. IntelePeer will grant Customer access to use Resale Automation Services for internal purposes and for its End Customers to develop and integrate its applications, implementations and services, or those of End Customers, to interface with the Resale Automation Services (“Applications”), and to provide the functionalities of the Resale Automation Services to the users of Customer, or its End Customers, in connection with the use of its Applications; provided that Customer guarantees that all of its End Customers execute substantially similar terms no less stringent than those set forth, or incorporated by reference, herein. Customer will order Resale Automation Services by expressly authorizing and enabling the Resale Automation Services in the IntelePeer Customer Portal, or any supporting APIs.
1.2 Components. Resale Automation Services includes utilization of any of the following components where available, pursuant to the terms of this Attachment:
1.2.1 SmartFlows, which is an intuitive drag-and-drop visual designer solution to enable Customer to create, design and manage omni-channel communication workflows integrated with business processes to control customer communications experience across voice, messaging, social media channels and third-party business applications. For purposes of this Agreement, each Smartflow triggered on the platform, regardless of the actions or functionality engaged for the workflow, is referred to as an “Interaction”; provided that any ongoing non-voice Interaction involving an exchange of messages will be deemed to have concluded twenty-four (24) hours after at the end of the calendar day of the identifiably unique originating message, making any further exchange of subsequent messages a separate Interaction.
1.2.2 Engage, which is a multichannel campaign management application enabling Customer to schedule, distribute and report on multi-channel communications campaigns with their contacts.
1.2.3 Insights, which gives Customer access to a web-based portal to track all interactions across its campaigns for various CAP components by creating time-aggregated customizable data analytics to monitor performance, results and feedback, including filters by location, time, and caller/calling party, and to establish preferences for automatic multi-channel notifications to desired users for changes in designated data fields.
1.2.4 Automation Voice, which allows Customer’s in-country and international calls using Inbound Voice Services, Outbound Voice Services, Toll Free Services, International Inbound Services or otherwise, which traverse the CAP platform.
1.2.5 Automation Messaging – SMS/MMS, which allows Customer and its End Customers to send text and multi-media messaging in-country or internationally using Long Code telephone or toll free numbers, Alpha-Numeric Codes, or Short Codes from the CAP platform, provided that Customer and its End Customers adhere to the terms set forth at www.intelepeer.ai/messaging-service-description/ as modified from time to time without notice.
1.2.6 Automation Web Service, which allows retrieving and sending data through web-based APIs to access any publicly accessible RESTful web service to support communications workflow execution.
1.2.7 Atmosphere® CPaaS APIs, which support account management, workflow management, messaging status updates, and messaging and call delivery records.
1.2.8 Automation Messaging – WhatsApp, which allows Customer to transmit and receive messages using the WhatsApp application pursuant to this Agreement, as long as Customer, its users, its End Customers and its Applications comply with the terms at www.whatsapp.com/legal/business-solution-terms/, which Customer and its third-party Applications providers will execute directly with WhatsApp at www.intelepeer.aicom/terms/atmosphere-cpaasautomation-services/whatsapp.
1.2.9 Automation Messaging – Facebook, which allows Customer to transmit and receive messages using the Facebook Messenger application pursuant to this Agreement, as long as Customer, its users, its End Customers and its Applications comply with the Terms of Service (www.facebook.com/legal/terms) and the Facebook Commercial Terms (www.facebook.com/legal/commercial_terms), which Customer and its thirty-party Applications providers will execute directly with Facebook.
1.2.10 Intelligent Assistant, which is artificial intelligence (“AI”) software used by Customer to perform chatbot functionality within Automation Services, provided Customer agrees to third party terms for the underlying chatbot.
1.2.11 Natural Language Processing (“NLP”) – Voice, which Customer may use for conversational AI capabilities such as speech recognition in a voice call.
1.2.12 Natural Language Processing (“NLP”) – Text, which Customer may use for conversational AI capabilities such as sentiment and tone analysis, language detection and translation, and intelligent assistant over text channels.
1.2.13 SmartCommunicatorTM, which is an application (including voice activation) available on a third party platform for download by Customer as a user interface to support voice calls, video and audio conferencing, and SMS messages in the United States and Canada. Upon execution of this Attachment, this Agreement will supersede any prior or contemporaneous online terms adopted on a third party marketplace to download SmartCommunicator.
1.2.14 SmartQueuingTM, which Customers use to process and monitor simultaneous call volume from mass call events, including without limitation high seasonal traffic, and configure the maximum concurrent call paths set by Customer for its End Customers in the IntelePeer Customer Portal based on forecasted average length of call time (“Queue Threshold”) to offload the Traffic to the IntelePeer CAP platform, until the Customer infrastructure has the availability to receive the Traffic in the order the calls were received, pursuant to this Attachment.
1.2.15 Bot Builder, which is a tool for constructing a customized voice or instant messaging chatbot based on user-specific data and recommended responses output from the artificial intelligence solutions IntelePeer has implemented, pursuant to the terms set forth at www.intelepeer.ai/terms/automation-services/bot-builder as modified from time to time without notice.
1.2.16 Call Recording, which allows the Customer to enable the recording and transcription of Interactions involving Automation Voice calls or Bot exchanges made, pursuant to the terms set forth at www.intelepeer.ai/terms/automation-services/call-recording, as modified from time to time without notice.
1.3 Intellectual Property Rights. In addition to the Intellectual Property Rights defined in the IntelePeer Proprietary Policy incorporated by reference into the Agreement, IntelePeer grants Customer a non-exclusive, non-transferable, non-sublicensable, limited license to use, or to sublicense only to its End Customers, the associated IntelePeer APIs and supporting documentation associated with Resale Automation Services, as well as to use, access and configure third party software in machine-readable object code form only for Insights®, for the sole purpose of using the Resale Automation Services in accordance with this Agreement. As between the Customer and IntelePeer, Customer only owns, and reserves all right, title and interest in, the Intellectual Property Rights of certain information from Resale Automation Services related to Customer, its End Customers or its users, which may consist of individual’s name, contact information, business information, billing records, contact lists, traffic logs and routing information, campaign engagement history, associated metadata, and the content of communications sent through or integrated with our Services, such as audio recordings, message bodies, call recording transcriptions and any artificial intelligence input and output (“Customer Information”), its Applications, and any Smartflows® Customer or End Customers built (“Customer Property”); provided that Customer acknowledges that IntelePeer and other users of Resale Automation Services may independently create materials on Resale Automation Services, like SmartFlows®, that could be substantially similar to Customer Property which will not constitute infringements of Customer’s Intellectual Property Rights. Customer grants IntelePeer a non-exclusive, non-sublicensable, royalty-free, irrevocable, limited license in those Intellectual Property Rights to use for the sole purpose of providing, supporting and enhancing Resale Automation Services in accordance with this Agreement and will obtain the same Intellectual Property Rights from its End Customers for IntelePeer. For avoidance of doubt, the aforementioned modifications and improvements include any customization performed under a Statement of Work, unless the Statement of Work expressly allocates ownership of Intellectual Property Rights otherwise.
1.4 Restrictions.
1.4.1 To protect our network and systems for Resale Automation Services, IntelePeer reserves the right, but is under no obligation, to: (i) monitor the use of the Resale Automation Services by Customer or its End Customers under this Attachment; and (ii) suspend, without notice or liability, its performance in whole or in part under this Agreement, including without limitation blocking the transmission of any data or content, which might be in violation of this Agreement.
1.4.2 In order to utilize the functionalities of Resale Automation Services, Customer or its End Customers may load, update and delete its Customer Information, which IntelePeer agrees to use commercially reasonable measures to preserve the confidentiality, integrity and availability of any such Customer Information transmitted or stored on Resale Automation Services pursuant to this Attachment. For content transmitted via Resale Automation Services, IntelePeer will retain: (i) any content of the communications in the SmartFlow in their entirety, along with any transcription or intent study materials, for thirty (30) days from successful processing to assist with addressing any support or technical issues; (ii) any contact engagement history from Engage for no longer than one (1) year; (iii) any call recordings or transcriptions triggered in the Automation Services and saved into cloud storage for ninety (90) days from the creation of the recording or transcription; (iv) Insights analytics for sixty (60) days for call records for any Inbound Voice Services, Outbound Voice Services, International Inbound Services or SmartQueuing, and for three (3) years for any platform usage records for any Automation Services; and (iv) the records for application detail, call detail, message detail or content used in Interactions from the Bot Builder for no longer than three (3) years (“CAP Retention Schedule”). Notwithstanding the CAP Retention Schedule, Customer will be solely responsible, as between Customer and IntelePeer, for retaining any content or any detail records necessary to ensure its compliance with all applicable laws. If your Resale Automation Services account remains inactive for over one hundred and twenty (120) days, IntelePeer reserves the right, in its sole and reasonable discretion and without additional notice, to permanently delete any information the Customer loaded into the platform, including any contact information or content. IntelePeer will have no liability associated with any Customer Information beyond its obligations pursuant to applicable law and the explicit terms of this Agreement.
1.4.3 IntelePeer will have no responsibility or liability associated with: (i) any external APIs or their performance; (ii) any damage to the systems of the Customer or its End Customers, or additional costs resulting, directly or indirectly, from any defects in the Applications or workflow configurations of the Customer or its End Customers or its third party provider; or (iii) any action or inaction of a third party communications carrier that transmits any of the calls or messages generated via Resale Automation Services (“Carrier”), including without limitation any modification, suspension or discontinuance of the Carrier’s services, which impacts the Resale Automation Services.
1.4.4 CUSTOMER ACKNOWLEDGES THAT THE RESALE AUTOMATION SERVICES ARE NOT INTENDED TO SUPPORT OR TRANSMIT ANY COMMUNICATIONS OR CONTACT WITH EMERGENCY SERVICES, AND HAVE NOT BEEN ENABLED OR TESTED FOR SUCH PURPOSES. UNDER NO CIRCUMSTANCES WILL INTELEPEER BE LIABLE TO CUSTOMER OR ANY THIRD PARTY UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM, DAMAGE, OR LOSS ARISING FROM OR RELATING TO THE INABILITY TO USE OUR SERVICES TO CONTACT EMERGENCY SERVICES VIA THE AUTOMATED PLATFORM.
1.4.5 Phone numbers used in association with Resale Automation Services are subject to rules and restrictions imposed by local, federal, or national governmental entities and telecommunications carriers. Customer acknowledges and agrees that IntelePeer is the “customer of record” for all phone numbers, for which IntelePeer has given Customer the right to use on the CAP platform. As the customer of record, IntelePeer has certain rights and obligations with respect to porting the numbers, and may use the phone numbers subject to the terms of the Agreement. Unless otherwise required by law, IntelePeer reserves the right, in its sole discretion, to refuse to allow Customer to port away any phone number, and to require Customer to have its account in good standing prior to such porting. In order to comply with applicable rules and restrictions, IntelePeer also reserves the right, in its sole discretion, to reclaim, without liability, any phone number associated with the Customer account to return the number to the relevant numbering plan, if Customer does not have adequate usage of that phone number or the phone number is otherwise deemed unutilized or underutilized pursuant to the rules and restrictions. If such reclamation occurs for any number on an account that is not otherwise suspended, IntelePeer will use commercially reasonable efforts to: (i) to work with telecommunication carriers to prevent the reclamation of any phone numbers; and (ii) provide Customer written notice prior to any reclamation, to the extent allowed by the applicable legal requirements. IntelePeer will not provide any notice for reclamation of any numbers associated with a suspended account. For avoidance of doubt, the rights of IntelePeer set forth in this Section do not apply to any toll free routing only numbers over which Customer has RESPORG control, or any Customer-provided Short Codes.
1.5 Warranty Disclaimer. IntelePeer will only provide Resale Automation Services expressly on the condition that Customer uses the Resale Automation Services in accordance with this Agreement and any product documentation provided. Due to the conditions set forth in Section 3, IntelePeer cannot guarantee (i) the delivery, accuracy, content, efficacy, reliability, security, timeliness, or completeness of the Resale Automation Services or its performance; or (ii) the confidential protection of any content or information that must be shared with Carriers for the provisioning of Messaging®. UNDER NO CIRCUMSTANCES WILL INTELEPEER BE RESPONSIBLE FOR THE USE OF RESALE AUTOMATION SERVICES BY CUSTOMER OR ITS END CUSTOMERS, INCLUDING WITHOUT LIMITATION FOR ITS INAPPROPRIATE, FRAUDULENT, OR INACCURATE CONTENT, CONTENT CORRUPTION, BREACH OF PRIVACY, DATA SECURITY, OR THIRD PARTY LICENSES OR THIRD PARTY APPLICATIONS ASSOCIATED WITH SUCH USAGE. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF RESALE AUTOMATION SERVICES WILL BE FOR INTELEPEER TO USE COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR THE ASSOCIATED PLATFORM OR SERVICES. ALL SUCH DISCLAIMERS OF WARRANTY WILL BE ENFORCED ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
1.6 Changes.
1.6.1 IntelePeer may make additions, changes or updates to the Resale Automation Services and associated specifications (including without limitation infrastructure, security, technical configurations, application features, etc.), without additional notice, to reflect changes in, among other things laws, regulations, rules, technology, industry practices, patterns of use and availability of third party offerings, provided that such changes do not materially reduce the level of performance, functionality, security or availability of the Resale Automation Services. IntelePeer will use commercially reasonable efforts to avoid making changes to Resale Automation Services that are not backwards compatible, and to provide Customer written notice prior to implementing any changes which are not backwards compatible.
1.6.2 IntelePeer will determine, in its sole discretion, whether access to such new features, functionality or enhancements will require an additional fee, to be added via notice to the Rate Notification Email. For any revisions for which IntelePeer notifies Customer, IntelePeer will use commercially reasonable efforts to provide prior written notice to Customer’s Legal Notice Email of such revised terms, which will supersede all prior versions. Customer’s continued use or access of our Resale Automation Services after such written notice constitutes acceptance by the Customer of the revisions and any associated fees.
1.6.3 IntelePeer may discontinue the SmartCommunicator application, as available via its own Marketplace, a third-party marketplace or the developer version, upon thirty (30) days’ written notice, at which time the Customer will disassociate any end users and disable any telephone numbers. Notwithstanding the foregoing, IntelePeer in its sole discretion may remove any of its applications on any third-party marketplace without notice, provided that IntelePeer still makes the application available to Customer. Customer acknowledges that the SMS content on the developer version of SmartCommunicator will no longer be available when the Customer migrates to the version of SmartCommunicator on the IntelePeer Marketplace or a third-party marketplace.
2. Rates.
2.1 IntelePeer will provide Rates of the packages for Resale Automation Services, as outlined on IntelePeer’s website or in Customer’s Order Form, for Customer to purchase various components individually, collectively, or as part of a Subscription. Any Rates for customization of Insights will be agreed upon in a Statement of Work.
2.2 For all Services not purchased in a Subscription, after execution of this Attachment, IntelePeer will invoice Customer at the beginning of each month (“Invoice Date”) for any Monthly Recurring Charge for the package and tiered usage designated in the Customer’s Order Form for the upcoming month in advance, as well as any transactional, non-recurring or overage charges for the previous month.
2.3 The charges set forth in Customer’s Order Form, as Resale Automation Services packages, will apply regardless of the amount of actual usage of the Services.
2.4 The Order Form will outline tiered pricing for SmartQueuing, provided that IntelePeer may adjust the SmartQueuing tier automatically without additional notice beginning in the invoice the following month, if the Customer exceeds the number of calls queued in a particular tier for any billing cycle.
2.5 Third Party Charges. Notwithstanding anything to the contrary in 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, provincial 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.
3. Customer Responsibilities.
3.1 Customer is solely responsible for: (i) any and all use of Resale Automation Services under its account, including without limitation whatever content is communicated via the use of the Services by Customer or its End Customers; (ii) any Applications, integrations, systems, and implementations whether provided by Customer or a third-party, which are enabled in Customer’s presence on Resale Automation Services, including with respect to its configuration, security and the protection of the data integrity, including for any Customer Information; (iii) setting up their own tenant on any third party platform for use of SmartCommunicator, and associating their users with SmartCommunicator; (iv) exercising all reasonable precautions to prevent unauthorized access to or use of the Resale Automation Services; (v) ensuring that any requests Customer makes to the Resale Automation Services are compatible with the then-current Resale Automation Services; (vi) obtaining affirmative consent from its End Customers, including their customers and users, for IntelePeer, its subprocessors and any Carriers, to access and use all Customer Information as necessary to provide Services and ensure quality control; (vii) complying with all system safety controls for Resale Automation Services; (viii) avoiding use of any false identities, forged email addresses or headers, or fake phone numbers, or other attempts to maliciously mislead others as to the identity of the sender or the origin of a communication by Customer; (ix) making frequent backup copies of any Customer Information stored in the platform; (x) informing users of any fees or charges from IntelePeer, Carriers or otherwise, which may be incurred in connection with messages transmitted using Messaging; (xi) all acts or omissions that otherwise occur on the Customer account; (xi) requiring its End Customers to execute substantially similar terms no less stringent that those set forth, or incorporated by reference, herein; and (xiii) obtaining and retaining all documentation sufficient to demonstrate the compliance set forth in this Agreement, and providing such to IntelePeer upon written request. To the extent applicable law permits, Customer releases IntelePeer from any claims or liability related to the responsibilities set forth in this Section, and waives California Civil Code Section 1542, or similar provision in any jurisdiction.
3.2 Customer warrants that, in its configuration, use and resale of Resale Automation Services, Customer: (i) has reviewed the Restrictions of the Service and will comply with the terms of this Attachment; (ii) will be solely responsible, as between Customer and IntelePeer, for its compliance, and the compliance of its End Customers, with all legal requirements applicable in connection with the privacy protections or information security associated with its account, including without limitation, the Telephone Consumer Protection Act (“TCPA”), the Do-Not-Call Implementation Act, the Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act, the Health Insurance Portability & Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Act of 2009 and accompanying regulations (collectively “HIPAA”), the European Union Regulation 2016/679 (“EU GDPR”), the Canadian Anti-Spam Law (“CASL”), and any similar international, federal, state or local laws or regulations governing interactions with third parties in any jurisdiction to the extent applicable; (iii) will adhere, and will expressly require its End Customers adhere, to industry standards, policies and applicable guidelines published by the Cellular Telecommunications Industry Association (“CTIA”), Mobile Marketing Association (“MMA”), the US Common Short Code Administrator, the Canadian Common Short Code Application Guidelines, or any other generally recognized industry associations (“Industry Guidelines”) and to the carrier standards around content, advertising and campaign materials (“Content Standards”); (iv) will refrain, and will expressly prohibit its End Customers, from use, collection, disclosure or storage of information which: (a) is about individuals without their explicit consent or under false pretenses, (b) includes governmental identification numbers, credit card information, security credentials, demographics about the Application’s user(s), personal health information of any kind, or any other sensitive information of any kind, (c) contains material that is obscene, profane, libelous, or defamatory, or (d) is otherwise in violation of this Agreement; and (v) will obtain and retain all documentation sufficient to demonstrate the compliance set forth in this Section, and providing such documentation to IntelePeer upon written request.
3.3 For Resale Automation Services, Customer agrees to indemnify, defend and hold harmless IntelePeer, its affiliated companies, owners, officers, directors, employees, and agents from and against any and all liabilities, damages, costs and expenses (including all legal and professional fees) arising out of or relating to any third party claim related, in whole or in part, to: (i) any failure of Customer or its users to adhere to the terms of this Attachment; (ii) the inability to use Resale Automation Services for emergency services; (iii) any activities related to the Applications or Customer Information, including without limitation IntelePeer’s use or disclosure of such in accordance with this Agreement; and (iv) the testing and use of the developer version of SmartCommunicator which is manually installed by Customer.
3.4 For SmartQueuing, Customer agrees to: (i) set the maximum amount of time that Customer wants any call to wait at which point the call will be disconnected (“Maximum Queue Timeout Duration”), which will not exceed one (1) hour and the maximum number of calls per second combined across all Customer trunks and Queue Thresholds will not exceed one hundred and fifty (150) calls; (ii) adjust the parameters for any unique Queue Threshold as needed based on the analytics from Insights to support the individual needs of their teams, campaigns and End Customers, and acknowledging that such changes will become effective immediately; (iii) ensure that Customer and its End Customers retain a legal right to use any audio file provided by Customer for IntelePeer to play during their wait for calls, whether on-hold, timeout, close for the day, or general error (“Waiting Audio”); (iv) coordinate between IntelePeer and any third party vendor Customer choses to utilize any call traffic (instead of IntelePeer Voice Services) for SmartQueuing (to determine the number of trunks, the type of traffic on each trunk, the number of concurrent call paths, and the call route advance parameters in case of trunk failure or congestion), and ensure that any such third party vendor will route in sequential manner and access IntelePeer’s network via the public internet within the desired timeframe; and (v) provide periodic, non-binding forecasts necessary to support the Queue Threshold(s) established.
3.5 Customer and its End Customers may access and use the Resale Automation Services, Insights® portal or any associated software only to the extent of authorizations obtained by Customer. Any unauthorized use, including for any purpose other than for which authorization was granted or for use after the expiration of the Services, may affect the Resale Automation Services performance and may result in service suspension and additional fees.
3.6 Customer acknowledges that IntelePeer may from time to time provide Customer with information in its supporting documentation on best practices and applicable law as a convenience, which does not constitute legal advice and is neither warranted or guaranteed that compliance with this information suffices for compliance with Customer’s obligations under this Agreement or applicable law.
3.7 Customer acknowledges that IntelePeer relies on the adherence by Customer and its End Customers to the terms of this Section 3 as an essential basis of the bargain between the Parties as to the offering of the Resale Automation Services to Customer, and that any violation of this Section 3 will constitute a material breach of the Agreement for which IntelePeer may immediately terminate the Service without advanced notice, notwithstanding anything in the Agreement to the contrary.
3.8 After termination of Service under this Agreement, Customer will have thirty (30) days to obtain copies of any stored information for a particular customer account on the Resale Automation Services at that time, otherwise IntelePeer will delete such information pursuant to its record retention requirements without additional notice. For Insights, the only information available for download will be a copy of the current dashboards and reports. If Customer has obtained copies of any software for the performance of Resale Automation Services, Customer must discontinue use upon termination of this Agreement, and irrevocably erase the software including without limitation any archival copies. Customer also acknowledges that IntelePeer will disable any telephone numbers used with SmartCommunicator, and agrees to disassociate its users and uninstall applications, like SmartCommunicator, from the third party tenants which Customer downloaded IntelePeer applications for additional functionality with the Automation Services.
4. Fair Usage Policy
4.1 IntelePeer provides Resale Automation 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 of its Resale Automation Services and abuse of the associated Rates.
4.2 The Resale Automation Services is intended to be used internally for general enterprise communications usage or by End Customers for their internal communication purposes only. IntelePeer strictly prohibits any use of the Resale Automation Services, or any of its components, inconsistent with this purpose, including without limitation reselling the Resale Automation Services under any circumstances, or disproportionately or excessively using natural language processing features, such as more than thirty percent (30%) of overall CAP platform usage, except as otherwise provided for in this Agreement (“Prohibited Use”).
4.3 IntelePeer may monitor application, configurations, capacity, usage patterns and data consumption associated with the Services in order to manage and operate its Services and protect its platform. IntelePeer may notify Customer of any concerns identified, including without limitation any Prohibited Use, which may require Customer to adjust its use of the Services and if necessary to temporarily suspend Services until the Customer addresses the issue. If Customer utilizes any Services or storage beyond the parameters set forth in the Rating Models for the Bundles, then Customer agrees to pay any applicable Overage charges as set forth in the Order Form in that billing cycle. 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 Use appears 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 Use or terminate the Services for cause.