Service Level Agreement

These terms for the Service Level Agreement are expressly incorporated into the IntelePeer Master Services Agreement entered into by IntelePeer and Customer (the “Agreement”). These terms outline the specific service levels (“SLAs”), which IntelePeer has agreed to provide to Customer for the various Services outlined below (collectively “SLA Services”), pursuant to the terms set forth herein.

1. Terms of the SLAs.

1.1 Definitions.

1.1.1 “Service Availability” means the percentage of total minutes during a calendar month that the network equipment is available to the customer for purposes of this Attachment. Under no circumstances will these SLAs apply to any professional services completed by IntelePeer.

1.1.2 “SLA Services” means any Service(s) for which an SLA metric is set forth in this Section.

1.2 SLA Metric for Outbound Voice Services, Inbound Voice Services, Toll Free Voice Services and Automation Messaging – SMS/MMS. IntelePeer agrees to provide Service Availability of 99.999% to Customer for Outbound Voice Services, Inbound Voice Services, Toll Free Voice Services and Automation Messaging – SMS/MMS.

1.3 SLA Metric for Remainder of Automation Services. Except for Automation Messaging – SMS/MMS covered in Section 1.2, IntelePeer agrees to provide Service Availability of 99.99% to Customer for the CAP platform and the Automation Services implementations Customer configures to the design guidelines provided by IntelePeer.

2. SLA Credits.

2.1 SLA failures will be deemed to begin the earliest of: (i) when Customer contacts IntelePeer to open a trouble ticket in connection with the SLA impacting event; (ii) when IntelePeer first becomes aware of the SLA failure and opens a trouble ticket for the problem; or (iii) after the opening of a trouble ticket, the time of actual SLA failure as determined by records or investigation made pursuant to the trouble ticket.

2.2 For any month in which any SLA Service does not meet the SLA metric, IntelePeer will assess an SLA credit equal to ten percent (10%) of the monthly invoice for the month the SLA Service(s) are impacted, and will provide such SLA credits on the invoice issued immediately following the monthly billing cycle in which the SLA credit was requested. Under no circumstances will SLA credits in any given monthly billing cycle exceed ten percent (10%) of the charges for the SLA Services purchased from IntelePeer during that monthly billing cycle.

2.3 The SLA credits shall be Customer’s sole and exclusive remedy with respect to the failure of any SLA Services provisioned under any Attachment to perform in accordance with the applicable SLAs.

3. SLA Exclusions.

3.1 No SLA credit under this Attachment will apply to the failure of the SLA Service to comply with the SLA caused, in whole or in part, by any of the following:

i. Force Majeure events as defined in the Agreement.

ii. Failure of Customer’s premises equipment or equipment of Customer’s vendor other than IntelePeer.

iii. Failure of local facilities or other connection between Customer and IntelePeer network, which is not provided by IntelePeer.

iv. Customer’s negligence or willful misconduct, which may include Customer’s failure to follow agreed-upon procedures.

v. Any acts or omissions of Customer or any third party acting on behalf of the Customer (including but not limited to, Customer’s agents, contractors or vendors), including, but not limited to (i) failing to provide IntelePeer with adequate access to facilities for testing, (ii) failing to provide access to Customer premises as reasonably required by IntelePeer (or its agents) to enable IntelePeer to comply with its obligations regarding the SLA Service, (iii) failing to take any reasonable remedial action in relation to the SLA Service as recommended by IntelePeer, or otherwise preventing IntelePeer from doing so, or (iv) any act or omission which causes IntelePeer to be unable to meet any of the SLAs.

vi. Any emergency maintenance as well as any scheduled maintenance periods of which Customer has been notified of such maintenance.

vii. Any suspension or disconnection of the SLA Service by IntelePeer as permitted under the Agreement.

viii. Traffic from specific ANIs that have low call completion due to attempts to invalid numbers.

ix. Traffic from specific ANIs that have more than 20% of total traffic from specific ANI with 6 seconds or less Average Length of Call (“ALOC”).

x. Messages are sent in excess of the throttling restrictions set for Automation Messaging – SMS.

xi. Any issue or impairment of the SLA Services as a result of, or related to, any third-party platform, equipment, application, systems.

xii. Any issues related to testing or evaluating IntelePeer Services, or any features associated with such Services.

4. Conditions of the SLAs.

4.1 Term Commitment. IntelePeer offers these SLAs in consideration for Customer’s agreement of a Term for this Agreement of no less than one (1) year. If for any reason the Term of the Agreement becomes less than one (1) year, the SLA Services will no longer be subject to the SLAs set forth in this Attachment.

4.2 Additional Conditions. Any failure to substantially meet a particular SLA above in a particular month will entitle Customer to the SLA credits as set forth above on the SLA Services provided during the month in which the SLA failure occurred and any consecutive subsequent months during which IntelePeer continues to fail to meet the applicable SLA; provided however, to be entitled to a service credit, (i) Customer must have notified IntelePeer of the SLA failure within thirty (30) calendar days from when the service-impacting event first occurred, (ii) Customer must have reasonably cooperated with IntelePeer in addressing any reported SLA Service problems; (iii) no SLAs will apply to newly installed services or to SLA Service reconfigurations requested by Customer, until five (5) business days after completion of the installation or SLA Service reconfiguration, as applicable; (iv) no Service Level Exclusions as set forth above have occurred; and (v) IntelePeer has approved the Customer’s network architecture, including its redundant and diverse interconnections.