CM-2021-241 - 9/10/2021
PENDING SIGNATURE FROM
OTHER PARTY
CONFIDENTIAL 9 intele peer
This PDF document canstitules an offer which expires ninety(90)days from the date of email first delivered,unless and until returned
to IntelePeer fully completed and executed with countersignature.
INTELEPEER MASTER SERVICES AGREEMENT
This IntelePeer Master Services Agreement and any Attachments or Addenda
("Agreement") is made effective as of the last date signed ("Effective Date") by and between
IntelePeer Cloud Communications LLC, a Delaware limited liability company ("IntelePeer') and
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a e ak ome- e 'c' ("Customer")(collectively"Parties").
References to IntelePeer, Customer or the Party will irfclude (i) any agent or representative, and
(ii)any entity that controls, is controlled by, or is under common control with, such Party, including,
but not limited to, having the ability to elect a majority of the governing body ("Affiliate").
RECITALS
A. IntelePeer is a provider of on-demand, cloud-based communications services and
advanced applications capabilities, who desires to provide such services to Customer.
B. Customer is a C "� 1 A STQ�e Ck I .01,S who
desires to purchase servic s from IntelePeer.
NOW, THEREFORE, the Parties agree as follows:
1. NOTICES
All notices, including, but not limited to, Invoices and Rate Notifications, will be in writing,
sent to the addresses below:
To IntelePeer: To Customer: With a Copy to(if
applicable):
155 Bovet Road, Suite 405 C rty marlole,/ 5. — ,�v. L Sh�t-s
San Mateo, CA 94402 l '^~
1
Attn.: CFO Z Z icas�' 4-lc6tn S�r�et C t`+� jk+�E rtsen
Fax No.: 650-403-0796 RouvJ 12,ock;rY -7-6 64
Legal Notice Email: Legal Notice Email: vur� ��� .rX
contracts@intelepeer.com &tJmckscn�Aroo,ndroc-f�s.r
Invoice Delivery Email:
opi n Ira ices@ r ou ndro**x4s.501
(Rate Notification Email:
V j a_*S0n p raved f ock+Wa5. 30Y
Technical Email:
doU (a.5evwf.4_ f"orY�e�aS,SoV
Customer agrees to maintain accurate contact information in the Customer portal for all business
notifications. The Parties agree that service of any process, summons, notice or document
delivered by hand or sent by registered or certified mail, courier service, or electronic mail to a
Party's address set forth above shall be effective service of process for any action, suit or
proceeding brought against such Party in any such court.
2. SERVICES
2.1 Services. IntelePeer will provide Customer with the services as specified in the
Attachments ("Services") to route communications, including associated applications and content
("Traffic"),as services are available, in a commercially reasonable manner consistent with industry
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CONFIDENTIAL 9 IntelePeer.
This PDF document constitutes an otter which expires ninety(90)days from the date of email first delivered,unless and until returned
to IntelePeer fully completed and executed with countersignature.
standards and the terms of this Agreement. Nothing in this Agreement will inhibit the right of
IntelePeer to deploy, upgrade, migrate and maintain its network or Services in its sole discretion.
IntelePeer will send Customer an automatic email notice generated from the Customer portal that
the Services are available ("Service Activation Notice"), and will coordinate with Customer to
sufficiently test these Services to the extent required by the Customer.
2.2 Interconnection. Customer is responsible for obtaining and paying for any facilities
to interconnect with IntelePeer. Each Party will use commercially reasonable efforts to coordinate
the identification, investigation, and migration of real-time Traffic flow problems and assist with the
isolation and repair of any network failure, but will have no responsibility or liability related to the
other Party's facilities or networks under any circumstances. Customer agrees to allow Traffic to
route over separate unique trunk groups as required by IntelePeer in its sole discretion.
2.3 Network and Traffic Integrity.
2.3.1 IntelePeer reserves the right, in its sole discretion, to temporarily suspend
any Services if IntelePeer reasonably suspects that Customer is engaged in an activity,which may
potentially disrupt or harm IntelePeer's network or facilities. IntelePeer will use commercially
reasonable efforts to provide advance written notice of suspension.
2.3.2 IntelePeer provides its Services subject to the condition that Customer will
not use the Services for any unlawful purposes. IntelePeer reserves the right, in its sole discretion,
to temporarily suspend or permanently terminate any Services, in whole or in part, and initiate any
other appropriate action to minimize risk of fraud and protect Customer and IntelePeer, if
IntelePeer determines or reasonably suspects: (i)fraud, abuse or misuse on Customer's account;
(ii)an unusually high volume of calls to invalid destinations, of a duration of less than twelve (12)
seconds, or with high attempted calls-per-second on Customer's account in any twenty-four(24)
hour period; (iii) use of the Services violates any applicable law; or (iv) if Customer does not
maintain a minimum of 100 minutes of usage after ninety (90) days after the Effective Date.
IntelePeer will provide written notice of suspension or termination as soon as commercially
reasonable, and will work with Customer to determine the validity of any such activity.
2.3.3 Each Party agrees to(i)not alter, conceal, modify,delete, re-originate or re-
classify originating calling party information, originating ANI, originating point odes, nature of
address, other signaling information, or call detail in any manner; or (ii) not make long distance
traffic appear to be local traffic or local traffic appear to be long distance traffic. Any violation of
this Section constitutes a material breach of the Agreement.
2.3.4 Customer agrees to assume sole responsibility for any and all Traffic sent
from Customer's connection to IntelePeer, including without limitation any instances in which a
third party hacks into Customer's network to send traffic to any destinations with increased risk of
fraudulent traffic. To mitigate the risks associated with such events, Customer will notify IntelePeer
immediately of any unauthorized use of Customer account or other breach of security.
2.4 Disputes. Except for Disputed Invoices in Section 4.6, if Party does not file a legal
action, claim or lawsuit("Claim") relating to this Agreement within one(1)year from the occurrence
of the activity giving cause to the Claim, such Party is deemed to have waived all rights associated
with the Claim; provided that this limitation does not change any right to enforce against any
repeated or continuing activity being disputed. Prior to fling any such Claim, the aggrieved Party
will submit a formal written notice of any dispute with sufficient detail and documentation regarding
the nature and timing of the dispute to efficiently resolve the dispute. If the Parties cannot reach
a resolution within thirty(30) days of a formal dispute being filed using commercially reasonable
efforts, the dispute will be escalated to a representative from each Party at the Director level or
above for an additional thirty(30)days. If the Parties cannot resolve a dispute through this informal
dispute resolution after sixty(60) days, a Party may submit the dispute for binding arbitration with
a sole arbitrator in accordance with the rules established by the American Arbitration Association
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CONFIDENTIAL (P IntelePeer
This PDF document constitutes an offer which expires ninety(90)days from the date of small first delivered,unless and until returned
to IntelePeer fully completed and executed with countersignature.
("AAA"). The Parties agree that the only circumstances in which a dispute will not be subject first
to arbitration are where: (i) IntelePeer seeks to collect any amounts due from Customer subject to
the deemed consent set forth in Section 4.6; (ii) a Party makes a good faith determination that a
breach of this Agreement by the other Party is such that a temporary restraining order or other
injunctive relief is the only appropriate and adequate remedy; or(iii)a Party seeks to exercise the
right to enforce the judgment. The Parties agree to conduct all arbitrations in San Francisco,
California, unless the Parties mutually agree otherwise. The Parties agree that the arbitrator will
be knowledgeable about the subject matter of the Dispute, will control the scheduling so as to
process the matter expeditiously, and will only have the authority to make decisions permitted by
the terms of this Agreement, including without limitation any limitations of liability of the Parties.
The decision of the arbitrator will be final and binding on all parties, may only be appealed for
mistakes of law, and will be entered in any court having jurisdiction for rendering of judgment.
3. TERM AND TERMINATION
3.1 Term. This Agreement will commence on the Effective Date and will continue for a
period of fifteen (15) months ("Term"), at which point the Term may renew upon written agreement
of the Parties.
3.2 Satisfaction Guarantee. If Customer is not completely satisfied with the Services
provided during the first forty-five (45) days after the Effective Date for Atmosphere® Outbound,
Inbound, Toll-Free and CPaaS Services ('Guarantee Period"), Customer will notify IntelePeer at
billingsupport@intelepoer.com to request, pursuant to this Section, a refund of amounts paid for
those Services rendered. Upon receipt of such notification within the Guarantee Period, IntelePeer
will refund Customer up to ten thousand dollars ($10,000) ("Satisfaction Guarantee"); provided
that, notwithstanding any other term of the Agreement, if Customer exercises the Satisfaction
Guarantee, then: (i)such exercise will immediately trigger disconnection of all Customer Services,
cancellation of all orders,and termination of this Agreement without any additional liability by either
Party; and(ii)the resulting refund will be Customer's exclusive remedy for any and all claims under
the Agreement. Under no circumstances will the Satisfaction Guarantee apply to any third-party
charges, or any non-recurring or set-up charges for any Services.
3.3 Evepli of Termination. Each Party will have the right to immediately terminate
this Agreement without liability if the other Party: (i)fails to cure a material breach of this Agreement
after expiration of all applicable notice and cure periods, which will be thirty(30)days after written
notice if not otherwise set forth herein;or(ii)ceases to be actively engaged in business or becomes
financially incapable of fulfilling its obligations under this Agreement. Termination under this
Section will be a nonexclusive remedy for breach without prejudice to any other right or remedy of
such Party, and will have no effect on Customer's payment obligations.
3.4 Customer's Material Breach. Upon any uncured material breach by Customer or
failure by Customer to make undisputed payments within five (5) business days of written notice
of non-payment, IntelePeer will have the additional option to immediately: (i)suspend the Services
without liability; (ii) cease accepting or processing orders for the Services; (iii) cease generating
call detail information for Customer; (iv) enforce any security interest or assurance provided by
Customer; and (v) pursue such other appropriate legal or equitable remedy or relief. IntelePeer
will have no liability associated with suspension of Services under any term of this Agreement.
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CONFIDENTIAL 9 IntelePeer
This PDF document constitutes an offer which expires ninety(90)days from the date of email first delivered.unless and until returned
to IntelePeer fully completed and executed with countersignature.
3.5 Survival. The rights and obligations, which by their nature should survive the Agreement,
will survive termination or expiration of this Agreement. These Sections would include without
limitation Sections 4, 6, 7, 8, and 9.
4. RATES, CREDIT AND BILLING TERMS
4.1 Rates. IntelePeer will provide the rates for Services in Customer's most recent
"IntelePeer Solutions Summary" or Quote ("Rates"), and, the associated methodology for
calculating those Rates ("Rating Methodology") for Services in the Attachments. To initiate a
change in Rates, including any overage charges, IntelePeer will either(i)provide Customer with a
new IntelePeer Solutions Summary, or (ii) notify Customer via email notification from
pricing@intelepeer.com to the Rate Notification Delivery Address provided in Section 1 at least
thirty (30) days prior to the intended effective date ("Rate Notification"). Customer agrees to be
bound by the then-effective Rate Notification. Customer's delivery of Traffic to IntelePeer after the
effectiveness of a Rate Notification will be deemed acceptance by Customer of the changes to the
Rates.
4.2 Credit. Prior to delivery of Services, IntelePeer will conduct a credit review of
Customer to verify creditworthiness and establish a credit limit. From time to time as may be
warranted by increased volume of business, payment history,or any other reason, IntelePeer may,
at its sole discretion, modify the credit limit or require certain form(s) of security from Customer to
continue Services, including without limitation prepayment. Customer will be notified by IntelePeer
if prepayment is required. Upon notice, Customer must make payments in advance of receiving
Services and is required to maintain sufficient funds in its account(s) to continue receiving
Services. If funds in Customer's account are nearing depletion, IntelePeer, at its sole discretion,
may suspend or restrict Service without notice or liability. Customer may replenish the prepayment
balance at any time, upon which IntelePeer will reinitiate Services when the funds have been
received by IntelePeer.
4.3 Billina Terms. On the issuance date of the Service Activation Notice, IntelePeer
will initiate billing for the Services pursuant to the terms of the applicable Attachment(s). Customer
will be responsible for all undisputed charges on its account after the Service Activation Notice,
unless Customer exercises its Satisfaction Guarantee. IntelePeer will bill Customer monthly for
the applicable month of Services, either in advance or arrears as set forth in the applicable
Attachment ("Invoice Date").
4.4 Payment Terms. Undisputed amounts are due and payable thirty (30) days from
the Invoice Date("Due Date"), unless otherwise required in Section 4.2. IntelePeer will send each
invoice from billing@intelepeer.com to Customer's email address in accordance with Section 1.
Customer must make all payments by ACH electronic funds transfer, wire transfer, credit card,
check, or PayPal to the account information provided by IntelePeer on each invoice. For all credit
card payments, Customer agrees to (i) authorize IntelePeer to debit its account on any open
balances, until the earlier of the termination of the Agreement or the cancellation of the
authorization by Customer in writing to billingsupport@intelepeer.com; (ii)not dispute any resulting
authorized payment with the credit card company as long as the transaction corresponds with the
terms of this Section; and (iii) hold IntelePeer harmless for any claims associated with the credit
card transaction provided pursuant to the terms agreed upon with the independent third party
payment provider.
4.5 Late Payments. IntelePeer reserves the right to impose a late payment charge on
amounts not paid on or before the Due Date, In the amount of one and one-half percent (1.5%)
per month compounded monthly, or the maximum rate allowable by law,whichever is less.
4.6 Disputed Invoices. Customer will provide written notice to
billingsupport@intelepeer.com of any disputed charge, including sufficient detail and
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CONFIDENTIAL (P
IntelePeer
This PDF document constitutes an offer►Much expires ninety(90)days from the date of email first delivered,unless and until returned
to IntelePeer fully completed and executed with countersignature.
documentation reasonably requested by IntelePeer to efficiently resolve the dispute ("Dispute
Notice"), within sixty(60)days of the Invoice Date ("Dispute Period"). The Dispute Notice will not
relieve Customer of its obligation to pay all undisputed amounts by the Due Date,and will not affect
the termination or suspension rights of IntelePeer. If Customer does not provide the Dispute Notice
within the Dispute Period, Customer will be deemed to have consented to the amounts charged
on the invoice, and to have waived any right to dispute the invoice.
4.7 Taxes. Customer will pay all sales, use and excise taxes, as well as all regulatory
surcharges, customs and duties assessed from any domestic or international jurisdiction due or
payable upon the provision, sale or use of Services under this Agreement ("Taxes"). Unless
Customer provides IntelePeer with sufficient written documentation, including, but not limited to,
tax exemption certificates, reseller certifications, and copies of receipts of any such foreign taxes
paid, Customer will be responsible for paying all applicable Taxes. In no event will IntelePeer be
liable for any claims arising from, or in connection with, Customer's failure to pay any taxes owed
by Customer in any jurisdiction. Where taxes are based upon the location receiving the benefit of
Services, Customer has the ongoing obligation to notify IntelePeer of locations if different than the
Customer's business address provided during the onboarding process, or if the location changes.
4.8 Roundina. Where applicable, IntelePeer will round the rated amount applied on a
per call basis up to the nearest one one-hundredth (11100)of a cent, which is 4 decimal places or
.XXXX. For illustration purposes only,a per-minute Rate of$0.00018 would be rounded to$0.0002.
S. WARRANTY DISCLAIMER.
INTELEPEER DOES NOT WARRANT THAT USE OF SERVICES OR ACCESS TO
ATMOSPHERE® PLATFORMS OR SYSTEMS WILL BE UNINTERRUPTED OR ERROR-FREE.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH PARTY DISCLAIMS, TO
THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT,
OR WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, SERVICES OR SOFTWARE.
6. INDEMNIFICATION
6.1 Each Party will indemnify, defend and hold harmless the other Party and its officers,
directors, employees and agents, from and against any and all loss, damages finally awarded,
settlement, costs or expense (including reasonable attorney's fees and court costs) resulting from
or arising out of any third party claim which: (i) arises from a material breach by the indemnifying
Party of any obligation, representation or warranty under this Agreement; (ii)is related to any fine,
fee or penalty for negligence, property damage, personal injury, product liability,
misrepresentation, misuse, acts or omission arising from activities performed in connection with
this Agreement by the indemnifying Party; or (iii) alleges that the Services or Traffic infringe,
misappropriate or violate any patents, trademarks, copyrights or other intellectual property rights
of persons, firms or entities who are not parties to this Agreement.
6.2 Exclusions. IntelePeer will have no obligations with respect to infringement of
intellectual property to the extent any claim arises from Customer:(i)using Services in combination
with data, products, programs, services or equipment not authorized by IntelePeer in writing; (ii)
not complying with specifications or directions provided by IntelePeer, or (iii) failing to use
replacement technology or services provided by IntelePeer to avoid an infringement claim.
Customer agrees that any indemnification obligations of IntelePeer do not extend to any Open
Source software used as part of the Services.
6.3 Notice and Assistance. Each Party will provide prompt written notice of any claim
for which the other Party may have an indemnification obligation pursuant to Section 6, and will
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CONFIDENTIAL P IntelePeer
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to IntelePeer fully completed and executed with countersignature.
provide the other Party with reasonable assistance in defending such claim. The indemnifying
Party will be liable to the indemnified Party for any costs or attomeys'fees incurred by indemnified
Party to establish or enforce these rights to indemnification under this Section 6.
6.4 SOLE REMEDY. THE FOREGOING ARE INTELEPEER'S SOLE AND
EXCLUSIVE OBLIGATIONS, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES, WITH
RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
7. LIMITATIONS OF LIABILITY
7.1 EXCEPT FOR LATE FEES PROVIDED FOR IN SECTION 4, NEITHER PARTY
WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL_, OR
CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR
REVENUE, LOST SALES, BUSINESS INTERRUPTION, COMPUTER FAILURE OR
MALFUNCTION, COST OF SUBSTITUTED FACILITIES, EQUIPMENT OR SERVICES, OR ANY
AMOUNT PREVIOUSLY EXPENDED IN CONNECTION WITH THIS AGREEMENT, OR OTHER
ECONOMIC LOSS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES,AND WHETHER ANY CLAIM FOR RECOVERY IS BASED
ON THEORIES OF CONTRACT, NEGLIGENCE OR TORT, INCLUDING STRICT LIABILITY,
EVEN IF THE HARMED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR IF ANY REMEDY UNDER THIS AGREEMENT IS FOUND TO HAVE FAILED ITS
ESSENTIAL PURPOSE.
7.2 TOTAL LIABILITY. IN NO EVENT WILL INTELEPEER'S AGGREGATE LIABILITY
TO CUSTOMER FOR CLAIMS,ACTIONS, LIABILITIES OR EXPENSES ARISING FROM, OR IN
CONNECTION WITH, THIS AGREEMENT EXCEED THE AMOUNT OF PAYMENTS ACTUALLY
RECEIVED BY INTELEPEER FOR SERVICES DURING THE TWO (2)MONTHS IMMEDIATELY
PRECEDING THE EVENT FROM WHICH LIABILITY AROSE, OR FIFTY THOUSAND DOLLARS
($50,000.00), WHICHEVER AMOUNT IS LESS.
7.3 THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS
AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE
LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS
AGREEMENT.
8. PROPRIETARY RIGHTS.
8.1 Intellectual Property Riahts.
8.1.1 Definitions. For this Agreement, "Intellectual Property Rights" means any
and all tangible and intangible: (i) rights associated with works of authorship throughout the world,
including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all
derivative works thereof; (ii) trademark and trade name rights and similar rights; (iii) trade secret
rights, (iv) patents, designs, algorithms and other industrial property rights; (v) intellectual and
industrial property rights(of every kind and nature throughout the world and however designated)
whether arising by operation of law, contract, license, or otherwise, not otherwise described in this
Section 8.1(i), (ii), (iii), (iv) or(vi); and (vi) registrations, initial applications, renewals, extensions,
continuations, divisions or reissues thereof now or hereafter in force(including any rights in any of
the foregoing). For this Agreement, the "application programming interface" or "API" means the
interface and related sample code, specifications, instructions and other documentation made
available by IntelePeer for the purpose of enabling the IntelePeer technology, systems, software
and solutions for the provision of Services.
8.1.2 No patent, copyright, trademark or other Intellectual Property Right is
granted or otherwise transferred by this Agreement or any disclosure hereunder, except as
expressly set forth in this Agreement. There are no implied licenses under this Agreement. The
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CONFIDENTIAL 9 IntelePeer
Thls PDF document constitutes an offer wrrich expires ninety(90)days from the date of email first delivered,unless and until returned
to IntelePeer fully completed and executed with countersignature.
Parties acknowledge that, as between the Parties, and except for the rights expressly granted in
this Agreement, all rights, title, and interest in the Intellectual Property Rights belonging to the
respective Party held at the Effective Date ("Owning Party"), along with any subsequent
modifications, improvements, inventions, discoveries and all associated Intellectual Property
Rights, will remain the property of that Owning Party. 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.
8.1.3 If either Party provides the Owning Party any suggestions, ideas,feedback,
reports, error identifications or other information related to the Owning Party's Intellectual Property
Rights for the services, including the evaluation of services, within the scope of this Agreement
("Feedback"), the Party providing such Feedback hereby grants to the Owning Party a non-
exclusive, worldwide, perpetual, irrevocable, non-terminable, royalty-free right and license,
including the right to grant and authorize sublicenses, to use and otherwise exploit the Feedback
for all purposes, and acknowledges that it is not entitled to any compensation of any kind under
any circumstances for such Feedback.
8.1.4 Unless otherwise approved in advance and in writing by the other Party,
neither Party will: (i) copy, rent, lease, sell, transfer, assign, sublicense, dissemble, reverse
engineer or decompile (except to the limited extent expressly authorized by applicable statutory
law), derive, modify or alter any part of the Intellectual Property Rights, APIs, systems, servers,
the source code of any software, or the safety controls belonging to the other Party; (ii)propagate
any virus, worms, Trojan horses, defects, malware or other programming of a destructive nature
intended to damage any system or data;(iii)disable or circumvent any security device,mechanism,
protocol or procedure for, or otherwise interfere with or disrupt, the intellectual property, APIs,
systems,servers or networks of the other Party;(iv)attempt to obtain the source code or algorithms
of any software, systems or applications of the other Party or its underlying vendors; (v) use the
intellectual property, APIs, systems, servers or networks of the other Party in any manner or for
any purpose that may infringe on any Intellectual Property Rights or that differs from the purpose
intended; or (vi) allow any of its users or customers to undertake any such activities set forth in
subsections(i)-(vi).
8.2 Confidential Information.
8.2.1 Definition. The term "Confidential Information" will include any confidential
and proprietary information of either Party or end users in any form, including but not limited to
discussions, documents, papers, drawings, diagrams, discs, technology, procedures, systems
data and other information of a confidential nature pertaining to, generated or disclosed by either
Party in writing, electronically, computerized, orally or otherwise, which is (i) designated
"Confidential," or a comparable legend, in written, graphic, machine readable or other tangible
form, including but not limited to this Agreement, its terms, or any other agreement executed by
the Parties; or (ii) other information without such designation, which by its nature the receiving
Party should reasonably know is confidential, including without limitation the existence and terms
of this Agreement, all financial details, investment plans, subscriber related data, price
specifications, schemes, tariffs, technological configurations, know-how, software programs,
techniques, scientific data and information relating to business, investments, trade secrets,
transactions or affairs, services being rendered, plans for business investments or for improving
services and discussions on future services, analysis, compilations, studies, summaries, extracts
or other documentation.
8.2.2 Exceptions To Confidential Information Obligations. Confidential
Information does not include information which the receiving Party can document: (i)is or becomes
available to the public through no breach of any confidentiality obligations; (ii) was previously
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CONFIDENTIAL 9 IntelePeer
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known by the receiving Party without any obligation to hold it in confidence and through no breach
of any confidentiality obligations; (iii)is received from a third party free to disclose such information
without restriction; (iv) is independently developed by the receiving Party without the use of or
access to confidential or proprietary information of the disclosing Party; or (v) is approved for
release by written authorization of the disclosing Party, but only to the extent of such authorization.
The disclosing Party also expressly authorizes the receiving Party to disclose Confidential
Information of the disclosing Party in response to either(a)a traceback request from the Industry
Traceback Group on suspected illegal robocalling activity; or(b) a valid order or requirement of a
court or other governmental body as is required by law or regulation,provided that the Party subject
to such order or requirement gives reasonable notice to the other Party, as allowed by law, to
contest such order or requirement at its own expense.
8.2.3 Use And Disclosure Restrictions On Confidential Information. With respect
to any Confidential Information disclosed under this Agreement, the receiving Party agrees that it
will: (i) copy, store, record, transmit, display, view, print, and use the Confidential Information only
for the purpose of performance of this Agreement; (ii) hold the Confidential Information in
confidence, exercising a degree of care but no less than a reasonable degree of care used by such
Party to protect its own proprietary or confidential information; (iii) restrict disclosure of the
Confidential Information to employees, representatives and agents of the receiving Party and its
Affiliates with a "need to know" who have signed a written confidentiality agreement with the
receiving Party containing terms no less restrictive than the terms this Agreement and not disclose
it to any other person or entity without the prior written consent of the disclosing Party; (iv)advise
those employees, representatives and agents who access the Confidential Information of their
obligations; (v) copy the Confidential Information only as necessary for those employees,
representatives and agents, and ensure that all confidentiality notices are reproduced in full on
such copies; and (vi) adhere to any Data Processing Addendum incorporated by reference into
this Agreement. For purposes of this Section, a representative will include any potential acquirers,
merger partners, investors and their representative, attorneys, auditors, accountants and
investment bankers, provided that such disclosure is conducted solely in connection with a review
for due diligence or audit and that such disclosures are made in confidence.
8.2.4 Ownership. All Confidential Information remains the property of the
disclosing Party. Each Party retains the right, in its sole discretion, to determine whether to
disclose its Confidential Information to the other Party, and disclosure of information of any nature
will not obligate the disclosing Party to disclose any further information. Upon request, the
receiving Party will return to the disclosing Party all Confidential Information received in tangible
form, or will destroy all such Confidential information and certify in writing to the disclosing Party
that all such information has been destroyed; provided that the receiving Party may retain copies
of such materials to the extent required by applicable law or internal document retention purposes.
8.3 Publicity and References. Customer grants IntelePeer the limited right to use
Customer's name and logo (subject to Customer's usage guidelines provided to IntelePeer, if
applicable) on IntelePeer's marketing materials (including IntelePeer's website) for the sole
purpose of identifying Customer as a customer of IntelePeer. The Parties also acknowledge and
agree that publication of information relating to this Agreement may occur through press releases,
articles, interviews, marketing materials, online materials, or speeches ("Publicity"), upon written
consent not to be unreasonably withheld.
8.4 Access to the IntelePeer Systems. Customer is solely responsible for
administering its user accounts and associated passwords ("Security Credentials"), and keeping
its Security Credentials secure. Customer agrees to at least reasonable means to protect its
Security Credentials from unauthorized disclosure or use by third parties. If Customer shares any
Security Credentials with any third party, such as a sales partner, such third party will be acting on
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CONFIDENTIAL (P IntelePeer
This PDF document constitutes an offer which expires ninety(90)days from the dale of email first delivered,unless and until returned
to IntelePeer fully completed and executed with countersignature.
the Customer's behalf as the Customer's agent, and will be bound by this Agreement. Any
arrangements between Customer and such third party are strictly between Customer and such
third party. IntelePeer is not liable for such other third party's access or actions, or any tosses or
damages resulting from unauthorized access or use of the IntelePeer systems as set forth in this
Section. Customer agrees that IntelePeer may rely and act on all instructions received via our
IntelePeer systems using the Security Credentials, and all transactions performed, even if not
intended by Customer, are considered transactions authorized by the Customer. To mitigate the
risks associated with such events, Customer will contact IntelePeer at support@lntelepeer.com as
soon as reasonably possible if Customer becomes aware of any unauthorized access or use of its
account, its Security Credentials or any other breach of security.
8.5 Remedies For Breach. Any violation of this Section 8 will constitute a material
breach of the Agreement for which the non-breaching Party may immediately terminate the Service
without advance notice or liability. The Parties agree that an impending or existing breach of this
Section 8 could cause the disclosing Party irreparable injury for which it would have no adequate
remedy at law, and that the disclosing Party will be entitled to seek equitable relief including
immediate injunctive relief prohibiting such breach. Such remedies will not be deemed to be the
exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies
available at law or equity.
9. GENERAL PROVISIONS
9.1 Governina Law. This Agreement will be governed by and construed in accordance
with the laws of California without reference or application of conflict of law rules. The Parties
consent exclusively and irrevocably to the jurisdiction and venue of any competent court in the
Northern District of California for any legal action arising under this Agreement, and expressly
waive any right to a jury trial or a class action lawsuit. The Parties agree that this Agreement will
not be governed by the United Nations Convention on Contracts for International Sale of Goods.
9.2 Assignment. Customer may not assign this Agreement without prior written
consent of IntelePeer, which will not be unreasonably withheld, except that Customer may assign
the Agreement pursuant to any sale or transfer of substantially all of the business, subject to
IntelePeer approving the credit of any surviving entity. The terms and conditions contained in the
Agreement will bind and inure to the benefit of the Parties and their respective successor and
assigns. Any attempt to assign this Agreement, without such consent, will be null and void.
9.3 Force Maieure. Except for Customer's obligation to pay for Services rendered
under this Agreement, neither Party will be responsible for any failure or delay in its performance
under this Agreement, in whole or in part, due to causes beyond its reasonable control, including
but not limited to: acts of God,fire, explosion, vandalism, earthquake or other natural occurrences;
any law, order, regulation,action or request of any government entity;any civil or military authority;
or any national emergencies, riots, or wars.
9.4 Attorneys' Fees and Costs. In the event of any litigation or arbitration related to
this Agreement, the prevailing party shall be entitled to all reasonable and documented attorneys'
fees, costs, and expenses relating to the matter regardless of whether the Agreement or any
relevant provision is held to be invalid.
9.5 Severability. If for any reason a court of competent jurisdiction finds any provision
of this Agreement invalid, illegal or unenforceable, that provision will be enforced to the maximum
extent permissible and the remaining provisions of this Agreement will remain in full force and
effect, if the essential provisions of this Agreement for each party remain valid, legal, and
enforceable.
9.6 Waiver. The failure by either Party to enforce any provision of this Agreement will
not constitute a waiver of future enforcement of any provision in this Agreement.
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CONFIDENTIAL 9 IntelePeer
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to IntelePeer fully completed and executed with countersignature.
9.7 Change of Law. In the event, any federal or state legislative or regulatory body or
a court of competent jurisdiction issues a law, rule, regulation, or decision changing any material
term of this Agreement, including, but not limited to, making a Service Illegal or impractical on a
commercially reasonable basis without unreasonable risk of liability, then upon thirty (30) days
written notice IntelePeer may modify the affected terms of this Agreement to comply with the
changes.
9.8 Applicable Law. Each Party will perform its obligations and assert its rights under
this Agreement in accordance with all applicable laws and regulations. Each Party is solely
responsible for obtaining all licenses, approvals and regulatory authorities necessary for its use or
provision of any service associated with this Agreement.
9.9 Export and Import Regulations. Customer acknowledges that applicable laws
and regulations of the United States and other foreign countries may restrict the export and re-
export of certain commodities and technical data of United States origin, including the Services or
associated software, and represents that Customer is not, and will immediately discontinue use of
the Services and software were it to be, on any government exclusion list or under the control of
or agent for any entity on such list.
9.10 Allocation of Risks. The Parties acknowledge and agree that each Party has
entered into this Agreement in reliance on the limitations,disclaimers and indemnifications set forth
herein, that such limitations, disclaimers and indemnifications reflect an allocation of risk between
the Parties and form an essential basis of the bargain between the Customer and IntelePeer.
9.11 Entire Agreement. This Agreement, including any Attachment(s), constitutes the
complete understanding and agreement of the Parties and supersedes all prior or
contemporaneous agreements, communications or understandings, oral or written, relating to the
subject matter in this Agreement. The rights and obligations of the Parties will inure to Affiliates
and may be directly enforced by or against such Affiliates. Electronic signatures will constitute an
original signed document as applicable. Except as otherwise set forth in this Agreement, any
waiver or amendment of any provision of this Agreement will be effective only if in writing and
signed by duly authorized representatives of the Parties. The Parties agree to read any
Attachments or other addenda together with this Agreement to avoid inconsistent interpretations.
However, In the event of irreconcilable conflicts between the terms of this Agreement and any
other document, the order of precedence will be (I) any applicable Rate Notifications; (ii) the
Attachments; and (iii)the Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of
the date indicated below by their duly authorized representatives.
IntelePeer Cloud Communications LLC Customer
By: B J/ 44"&/g'
Name: Frank Fawzi Name:
Title: CEO Title:
Date: Date:_�� �o—21_ _
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CONFIDENTIAL 9 IntelePeer
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to IntelePeer fully completed and executed with countersignature.
ATMOSPHERE®OUTBOUND VOICE SERVICES ATTACHMENT
These terms for the Atmosphere® Outbound Voice Service are expressly incorporated into the
Master Services Agreement entered into by IntelePeer and Customer(the"Agreement').
1. Service Description. IntelePeer will provide call termination services to deliver voice
traffic from the Customer's originating equipment to connect the Customer Interconnection Point
to the owner of the dialed number("Atmospheree Outbound Voice Services"), subject to the terms
of this Attachment.
1.1 Local Traffic. Atmosphere® Outbound Voice Services includes the termination of calls
which originates and terminates in the same local calling area based on the "calling number" and
the"called number"("Local Traffic"). IntelePeer will calculate all minute-of-use based Rates on six
(6)second minimums with six(6)second increments.
1.2 Loner Distance Traffic. Atmosphere® Outbound Voice Services includes the termination
in the United States and Canada of(i) intraLATA calls, which originate and terminate in different
local calling areas within the same LATA;and(ii)interLATA calls, which originate in one LATA and
terminate in another LATA (collectively "Long Distance Traffic"). IntelePeer will calculate all
minute-of-use based Rates on six(6)second minimums with six(6) second increments.
1.3 Other Traffic. Atmosphere® Outbound Voice Services includes the termination of calls
which originate in the United States and terminate in destinations outside of the United States or
Canada for which the Rate Notification(s) provide a Rate pursuant to Section 2 ("Other Traffic"), in
accordance with IntelePeer's Section 214 license and other applicable export regulations.
IntelePeer has divided these destinations into the following categories: (i) Caribbean and U.S.
territories including American Samoa, Anguilla, Antigua & Barbuda, Bahamas, Barbados,
Bermuda, British Virgin Islands,Cayman Islands, Dominica, Dominican Republic, Grenada,Guam,
Jamaica, Montserrat, Northern Mariana Islands, Puerto Rico, St. Maarten (Dutch), St. Vincent
Grenadine,St. Kitts&Nevis, St. Lucia,Trinidad&Tobago, Turks&Caicos Islands, and U.S. Virgin
Islands; and (ii) all international countries other than Canada or destinations in (i). IntelePeer will
provision the categories of Other Traffic Customer has identified in its account on the IntelePeer
Customer Portal. IntelePeer reserves the right, in its sole discretion and without liability, to
discontinue service to any international routes with a high risk of fraud, upon the issuance of a
Rate Notification. IntelePeer will calculate all minute-of-use based Rates on sixty (60) second
minimums with sixty(60)second increments for Mexico, and thirty(30)second minimums with six
(6)second increments all remaining Other Traffic destinations.
2. Rates.
2.1 IntelePeer will provide the Rates for Atmosphere®Outbound Voice Services as outlined in
Customer's IntelePeer Solution Summary.
2.2 For Other Traffic, IntelePeer will charge based on the then-effective Rate Notification, the
Customer's IntelePeer Solution Summary or as otherwise posted.
2.3 Additional Surcharges. If Customer's Outbound Voice Services Traffic fails to meet one
or more of the following conditions in a given billing cycle, IntelePeer will charge, without notice
and in addition to the Rates for the calls, a surcharge equal to $0.01 per call, for calls exceeding
thresholds sent by Customer during that billing cycle under this Attachment.
(i) The total minutes during the billing cycle divided by the total completed calls for the billing cycle
or Average Length of Call ("ALOC"), must not drop below one (1) minute;
(il) The total completed calls during the billing cycle divided by the total call attempts, or Answer
Seizure Ratio("ASR"),for the billing cycle not resulting from any action by IntelePeer,must not
drop below sixty-five percent(65%); or
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CONFIDENTIAL 9 IntelePeer
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to IntelePeer fully completed and executed with countersignature.
(iii)The number of completed calls during any billing cycle, which are six (6) seconds or less in
duration, must not exceed more than twenty percent(20%) of total calls made dining the billing
cycle.
3. Fair Usane Policy for AtmosphereP Outbound Voice Services.
3.1 IntelePeer provides Atmosphere® Outbound Voice 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 and abuse of its Services.
3.2 The Atmosphere®Outbound Voice Services 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 Atmosphere®Outbound Voice Services 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),or(b)makes
routing choices based on the cost of a call(such as a least cost routing engine); (ii)traffic patterns
which fail to conform either on a monthly average basis with the thresholds in the Additional
Surcharge Section, or to a natural distribution across RBOC, ILEC, CLEC and wireless
destinations; or(iii) reselling the Atmosphere®Outbound Voice Services under any circumstances
(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.
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CONFIDENTIAL (P IntelePeer
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to IntelePeer fully oompleled and executed with countersignature.
ATMOSPHERE®INBOUND VOICE SERVICES ATTACHMENT
This Attachment is expressly incorporated into the lntelePeer Master Services Agreement entered
into by IntelePeer and Customer(the"Agreement").
1. Service Description.
1.1 IntelePeer will provide origination of domestic voice traffic for direct inward dialing ("DID")
calls with termination to the Customer interconnection ("Atmosphere® Inbound Voice Service").
1.2 Where commercially available, domestic telephone numbers associated with the Inbound
Voice Services will be provided by IntelePeer or ported from the End User's existing service
provider.The timing and portability of telephone numbers from End User's existing service provider
depend on that releasing provider's policies, and therefore are not guaranteed by IntelePeer.
1.3 The Atmosphere® Inbound Voice Service does not include any functionality or features of
911 or Emergency Service. To obtain Emergency Service from IntelePeer, Customer must adopt
a separate service Attachment.
2. Rates.
2.1 IntelePeer will calculate all minute-of-use based Rates on the number of seconds from when
an answer supervision signal is recorded to when a disconnect signal occurs, and will bill in six(6)
second minimums with six(6) second increments.
2.2 IntelePeer will provide Rates for Atmosphere® Inbound Voice Service as outlined in
Customer's IntelePeer Solution Summary.
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CONFIDENTIAL (P IntelePeer
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to IntelePeer fully completed and executed with countersignature.
ATMOSPHERE®TOLL FREE SERVICES ATTACHMENT
This Attachment is expressly incorporated into the IntelePeer Master Services Agreement entered
into by IntelePeer and Customer(the "Agreement").
1. Service Description. IntelePeer will provide origination of voice traffic for toll free calls
within the United States and Canada with termination to the Customer ("Atmosphere®Toll Free
Service"). The Atmosphere®Toll Free Service does not include any functionality or features of
911 or Emergency Service. To obtain Emergency Service from IntelePeer, Customer must adopt
a separate service Attachment.
2. Rates.
2.1 IntelePeer will calculate all minute-of-use based Rates on the number of seconds from
when an answer supervision signal is recorded to when a disconnect signat occurs, and will bill in
six (6)second minimums with six(6)second increments.
2.2 Additional Surcharees.
2.2.1 If 10% or more of the Customer's calls are not able to be completed, IntelePeer
may impose a surcharge of$0.05 per call.
2.2.2 if 10% or more of the Customer's calls are equal to or less than six (6) seconds,
IntelePeer may impose a surcharge of$0.01 per call.
2.2.3 Customer agrees to assume sole responsibility for all payphone surcharges
incurred in use of these Services, including without limitation any instances in which
separate arrangements are made with a third-party payphone provider or other third-party
that exempts Customer from payphone surcharges.Customer must provide IntelePeerwith
sufficient written documentation evidencing any such arrangement, including without
limitation contact information, prior to seeking waiver of any applicable payphone
surcharges on the particular number(s) ("Payphone Surcharge Exemption"). Upon
IntelePeer's verification of Customer's Payphone Surcharge Exemption, Customer must
submit a list of telephone numbers to the IntelePeer Number Administration at
numberadmin@intelepeer.com to identify which telephone numbers the Payphone
Surcharge Exemption will apply prospectively. Customer will provide written notice to
billingsupport@intelepeer.com of any disputed charge in connection with its Payphone
Surcharge Exemption(s), including sufficient detail and documentation reasonably
requested by IntelePeer to efficiently resolve the dispute with respect to the application of
any payphone surcharges to any telephone numbers under any existing Payphone
Surcharge Exemption ("PSE Dispute Notice") within thirty (30) days of the Invoice Date
("PSE Dispute Period"). The PSE Dispute Notice will not relieve Customer of its obligation
to pay all undisputed amounts by the Due Date, and will not affect the termination or
suspension rights of IntelePeer. if Customer does not provide the PSE Dispute Notice
within the PSE Dispute Period, Customer will be deemed to have consented to the amounts
charged on the invoice, and to have waived any right to dispute the invoice.
2.3 IntelePeer will provide the Rates for Atmospheres Toll Free Service as outlined in
Customer's IntelePeer Solution Summary.
3. Fair Usage Policy for AtmosphereP Toll Free Services.
3.1 IntelePeer provides Atmosphere®Toll Free 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 and abuse of its Services.
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CONFIDENTIAL P IntelePeer
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to IntelePeer fully completed and executed with countersignature.
3.2 The Atmosphere® Toll Free Services are intended to be used for general purpose
enterprise usage(which may include conferencing or enterprise contact center usage). IntelePeer
strictly prohibits any use of the AtmosphereP Toll Free Services inconsistent with the purpose,
including without limitation that traffic patterns fail to conform to a natural distribution across RBOC,
ILEC, CLEC and wireless origination points (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 without any additional notice.
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CONFIDENTIAL P IntelePeer
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to IntelePeer fully completed and executed with countersignature.
ATMOSPHERE® EMERGENCY SERVICES 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 IntelePeer will establish and provide Atmosphere® Emergency Services to support enhanced and
dynamic emergency calling('Services")in accordance with this Attachment,which may be supplemented
or revised from time-to-time upon thirty (30) days' prior written notice from IntelePeer to Customer.
1.2 The Services is available only for the countries which IntelePeer has provided Rates to Customer
as outlined in Customer's IntelePeer Solution Summary, or on any subsequent Rate Notification.
1.3 IntelePeer will provide Services conditioned upon compliance by Customer,its users and customers
with the obligations set forth in Section 3 of this Attachment.
1.4 Using the information provided by the Customer, IntelePeer will work with telecommunications
carriers on Customer's behalf for the purpose of establishing any required interconnections between
IntelePeer, Customer and the telecommunications carrier in order to provide Services. Services will
provide Customer the ability to load and batch load endpoint location data into the systems connected to
the existing emergency calling infrastructure.
1.5 IntelePeer will have no obligation to provide Services with respect to any call that does not include
ANI and will not be liable for any claims arising from any efforts undertaken by IntelePeer to provide the
Service under such circumstances.
1.6 If a call is made from a non-provisioned or improperly provisioned telephone number in US and
Canada, the call will be handled by the backbone provider 2417 Emergency Call Center("ECC"), instead
of automatically routed to the correct Public Safety Answering Point("PSAP").
2. Rates
2.1 IntelePeer sets forth the Rates for Services in Customer's IntelePeer Solution Summary.
2.2 ECC Charges in US and Canada. In the event of a call being routed to the ECC pursuant to
Section 1.6, Customer must also pay a per-call ECC charge of $75. Customer acknowledges
responsibility for all ECC charges even if erroneous calls are placed by unknown persons accidentally or
purposefully. Customers placing five or more calls per month to the ECC are subject to an additional
$500 fee. The Parties acknowledge that this additional fee represents a good faith estimate of the
additional cost, which will be incurred by IntelePeer and is not a penalty.
3. Customer Responsibilities-,
3.1 Customer expressly releases IntelePeer from any liability arising from the provision of the
Services or the outcome of any emergency call, except with regard to the obligation to ensure that the
interconnection trunking arrangements from IntelePeer to the PSAP or ECC are compatible with the
emergency calling infrastructure. Customer acknowledges that, for emergency call routing, IntelePeer
has no ability to assist the caller in the event that: (i)the caller cannot speak or identify their location; (ii)
the data connectivity between the location database and the ECC is interrupted; or (iii) the Customer
cannot provide the endpoint location Information or incorrectly configures any third-party software or
connections therewith. Customer agrees that IntelePeer is not responsible for IntelePeer's inability to
provide the Service due to IntelePeer's reliance on inaccurate or incomplete data provided by Customer
under Section 3.2, or Customer's failure to cooperate as required by this Section 3.
3.2 Customer agrees to be solely responsible for: (I) executing and maintaining the relevant
affirmative Set-Up Acknowledgment, Service Limitations Acknowledgment), the Certification Form for all
telephone numbers registered for emergency services in the Cpstomer Portal, and the disclosures from
Customer's users or customers for each endpoint location served by the Services; (ii) disclosing the
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CONFIDENTIAL (P IntelePeer
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to IntelePeer fully completed and executed with countersignature.
inherent service limitations to its users and customers,through affixing of labels to devices at the endpoint
location supported by the Services or some other conspicuous means; (iii)provisioning of the services to
its users and customers, including the payment of any governmental fees or assessments related to
emergency services;(iv)submitting and prompt updating of all data for each telephone number registered
to receive the Services, including without limitation a valid emergency response address, the telephone
number, an alternative or additional end user identifier, a call-back number, and Customer's user's full
name or business name; (v)submitting and transmitting of the respective location data to IntelePeer for
accurate routing of emergency calls to the most geographically appropriate PSAP by means of the
existing emergency galling infrastructure; (vi) configuring Customer's equipment to transmit data,
including without limitation all endpoint records for any dynamic emergency calling capabilities and the
SIP INVITE with the required fields and parameters from the Customer's session boarder controller,
accurately during an emergency call using existing emergency calling infrastructure; (vii) providing the
origination telephone number, also known as the Automatic Number Identification ("ANI") with every
subscriber call presented to IntelePeer for processing; and (viii) complying with all legal obligations
associated with the provision of emergency services to its users.
3.3 Customer acknowledges that in regions where Services are provided by means of a non-native
9-1-1 solution, including but not limited to emergency calls which do not flow through the Public Switched
Telephone Network selective router and route to the trunk group serving the appropriate PSAP, in the
event a caller cannot speak, no information will be provided to the PSAP to contact either IntelePeer or
Customer to obtain information on how the call should be handled.
3.4 If Customer fails to comply with any of the requirements set forth in this Attachment, including
without limitation providing the correct non-provisioned or improperly provisioned telephone numbers and
addresses, Customer acknowledges that such failure will be deemed a material breach of the Agreement
for which IntelePeer may exercise any of its rights or remedies available in this Agreement or at law,and
disclaims all liability.
3.5 Indemnification. In addition to any indemnification obligations in the Agreement, Customer will
indemnify and hold IntelePeer and all of its affiliates, subsidiaries, employees, shareholders, agents,
vendors, and representatives harmless from any and all claims, damages, suits, costs, charges, or fees
(including attorney's fees and court costs) arising from or related to any claims or liability associated with:
(i)the use of the emergency services by Customer, Customer's users or customers; (ii) the compliance
by Customer, its users or customers with each requirement set forth in this Attachment; (Iii) any
circumstances outlined in Section 3.1; or(iv)intelePeer's use of or reliance upon the information provided
by Customer.
4. Limitations. CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS ALL LIMITATIONS
TO THE EMERGENCY SERVICES AND AGREES TO CONVEY THESE LIMITATIONS TO ALL
PERSONS WHO MAY HAVE OCCASION TO PLACE CALLS OVER THE SERVICE. IF THE LOCATION
INFORMATION ASSOCIATED WITH A TELEPHONE NUMBER PROVISIONED WITH INTELEPEER IS
NOT CORRECT, THE "ANI" DELIVERED WITH A CALL IS NOT CORRECT, OR OTHER DATA
DELIVERED WITH A CALL IS NOT CORRECT, SUCH CALLS MAY BE DIRECTED TO THE WRONG
EMERGENCY AUTHORITY, MAY BE DELIVERED WITH INCORRECT LOCATION INFORMAITON,
OR OTHERWISE NOT COMPLETE OR NOT BE DELIVERED PROPERLY. ALL CHANGES REQUIRE
INTELEPEER'S PRIOR WRITTEN APPROVAL. EMERGENCY CALLS MAY FAIL IF THERE IS AN
ELECTRICAL OUTAGE OR NETWORK ISSUES INCLUDING NETWORK CONGESTION, OR OTHER
TECHNICAL PROBLEMS. CALLS WILL FAIL IF THE SERVICE IS SUSPENDED OR TERMINATED.
CUSTOMER ACKNOWLEDGES AND AGREES THAT INTELEPEER WILL NOT BE LIABLE FOR ANY
SERVICE OUTAGE, ANY INABILITY TO USE THE SERVICES, OR ANY INABILITY TO ACCESS
EMERGENCY SERVICES PERSONNEL.
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CONFIDENTIAL (P IntelePeer.
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to IntelePeer fully completed and executed with countersignature.
ATMOSPHERES PORT AND CALL PATH BUNDLES 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 IntelePeer will provide the Atmosphere® UC Basic/Port Bundles and Atmosphere® Call
Path Bundles ("Atmosphere® UC Bundles") as a unified communications solution supported by a
combination of the Services as identified and governed in this Attachment.
1.2 Atmospheres UC Bundles are packaged products which are ordered, deployed and billed
on a concurrent port basis. A customer may have multiple trunk groups with a single Atmosphere®
UC Bundle type configured on each trunk.
1.2.1 Customer may order any number of bundles and may change the number of
installed ports on any trunk group at any time. Customer must ensure that they have sufficient port
capacity installed. IntelePeer will block any additional calls offered to the Atmosphere*platform if
all Customer ports are in use at the time of the call.
1.2.2 At the end of each billing cycle, IntelePeer will invoice Customer for the peak
number of installed ports across all trunk groups during the previous billing cycle subject to fair use
policies below.
1.3 IntelePeer bundles a number of discrete Service components into each of the Atmospheree
UC Bundles offered, which may be supplemented or revised from time-to-time at IntelePeer's sole
discretion. IntelePeer will provide 30 days written notice of any changes to the content of the
Atmospheres UC Bundles. IntelePeer will provide any Service components with a Service
Attachment in this Agreement pursuant to the terms of that corresponding Attachment, except that
IntelePeer will provide the following Services as follows:
1.3.1 Domestic Atmosphere* Outbound. Domestic Atmosphere® Outbound includes
the delivery of Local and Long Distance Traffic as defined in Atmosphere® Outbound Voice
Services Attachment, except for Traffic terminating to Alaska.
1.3.2 Atmosphere*Toll-Free. Atmosphere®Toll-Free excludes Traffic originating from
Alaska, Guam, Hawaii, Puerto Rico, Saipan, US Virgin Islands and Canada.
1.3.3 Local Atmosphere® Outbound. Local Atmosphere® Outbound has the same
meaning as Local Traffic defined in the Atmosphere*Outbound Voice Services Attachment.
1.3.4 Telephone Numbers. IntelePeer will provide temporary no-charge DID telephone
numbers during the period required to complete the port-in of Customer's existing telephone
numbers. These telephone numbers will be provided on a one for one basis for each telephone
number port-in ordered, and cannot be provided for specific rate centers. These telephone
numbers will not count towards a Customer's allocation for the Atmospheres UC Bundles.
IntelePeer will retain ownership of these telephone numbers and will automatically disconnect the
numbers upon completion of a Customer port-in request.
1.4 Where available, Customer may establish secondary redundant trunk(s) for any
Atmospheres UC Basic/Port Bundle for IntelePeer to exchange Traffic with Customer over the
redundant trunk, upon failover or if the primary trunk is fully utilized, to increase reliability of the
Service, based on the following terms and conditions.
1.4.1 Customer may place an order with IntelePeer to enable a redundant trunk for any
individual Atmosphere® UC Basic/Port Bundle purchased; provided that the redundant trunk is
connected to the same type of equipment and carries the same type of traffic as the primary trunk
supporting the Services in the Atmosphere*UC Basic/Port Bundle,
1.4.2 Customer may send traffic to the Atmosphere* platform from either its primary or
redundant trunk.
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CONFIDENTIAL (? IntelePeer
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1.4.3 IntelePeer will send traffic to Customer over the redundant trunk, upon failover or if
the primary trunk is fully utilized.
1.4.4 IntelePeer expressly disclaims all warranties of any kind, express or implied,
associated with the provision of any redundant trunks under this Attachment.
1.5 Bundle Term. Customer agrees to purchase the Atmosphere', UC Bundles for a period of
twelve (12) months commencing on the date the Parties execute this Attachment ("Bundle Term'),
in consideration for IntelePeer deferring any increases in the Rates for the AtmosphereT UC
Bundles pursuant to this Section. Notwithstanding anything to the contrary, if Customer executes
a Minimum Commitment at any time, this Section 1.5 in its entirety will no longer apply to Services
under this Attachment.
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 Atmosphere", UC Bundles until
the end of current Bundle Term regardless of the date of the notice.
1.5.2 Customer may order additional Atmosphere® UC Bundles during the Bundle Term
at the same pricing and Bundle Term as the initial Atmosphereo UC Bundles, prorated for the
portion of that Bundle Term remaining at the time the additional AtmosphereO UC Bundles are
added. Quantities of Atmosphere® UC 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) Customer exercising its rights under Section 3.2 of the Agreement;
(iv)a force majeure event; or(v) 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. 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. Rates.
2.1 IntelePeer will make available to Customer the Service components of each Atmosphere
UC Bundle based on the Rates and associated terms and conditions listed in Customers
IntelePeer Solution Summary.
2.2 If Customer enables a redundant trunk on an Atmosphere° UC Basic/Port Bundle by
placing an order to do so, applicable charges will apply, prior to the application of any available
discounts. The charges set forth in Customer's IntelePeer Solution Summary, as Atmosphere' UC
Basic/P Backup, will apply regardless of the amount of actual traffic usage on the redundant trunk.
2.3 IntelePeer will invoice Customer the first day of the month for (i) the upcoming month's
monthly Rates and redundant trunk charges in advance; and (ii) any previous month's usage, non-
recurring or overage charges. IntelePeer will waive any Rates for partial months at Service
activation, but will not pro-rate Atmosphere`' UC Bundles upon cancellation of Service.
2.4 IntelePeer will charge Customer the Rates as outlined in Customer's IntelePeer Solution
Summa for each Atmos here°UC Bundle as defined below:
ATMOSPHIERE@ UC BUNDLES RATING MODEL PRODUCTID
Atmosphere*UC Basic/Port_ _'10000074
Domestic Atmosphere' Unlimited
Outbound
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to IntelePeer fully completed and executed with countersignature.
•SPHERE�' UC BUNDLES RATING MODEL • ! !
Atmosehere®Toll-Free Unlimited
Atmos hereP Inbound Unlimited _
Includes 10 per port
DID Number 10000002
DID or Toll Free Numbers Includes Set Up Fee 10000001
(Assigned or Ported) Includes Port Fee 10000003
Or Toll Free Number 10000013
Includes Set Up Fee 10000076
Includes Port Fee 10000012
DID - Caller ID Name Delivery Includes up to 10 per port 10000006
Includes Set Up Fee 10000008
DID - Directory Listing Included
Emergency Services Unlimited
T38 Fax relay and bypass Unlimited
Atmos here®UC Basic/P Backup 10000371
Atmos here° UC Basic/Call Path 10000601
Local Atmos here®Outbound Unlimited
Atmos hereOInbound Unlimited
DID Numbers Includes Set Up Fee 10000001
(Assigned or Ported) Includes Port Fee-when assigned to a Call Path Trunk 10000003
DID - Caller ID Name Delivery Includes Recurring Charge 10000006
when assigned to a Call Path Trunk _
DID - CNAM Registration Includes Set Up Fee 10000008
-,when assigned to a Call Path Trunk_
DID - Directory Listing Included J�
_ -when assigned to a Call Path Trunk
Emer enc}}r Services Unlimited
T38 Fax relay and bypass Unlimited
In addition to the Rates in Customer's IntelePeer Solution Summary, IntelePeer may charge any
applicable fees as otherwise set forth in this Agreement, including but not limited to Taxes and
Additional Surcharges.
2.5 Any DID or Toll Free telephone numbers, which Customer orders with the Atmospheres
UC Basic/Port Bundles, will be deducted from the available allocation.
3. Fair Usage Policy for Atmosphere® UC Bundles.
3.1 IntelePeer provides Atmosphere® UC 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 Atmosphere®UC Bundles are intended to be used for general purpose enterprise UC
usage (which may include some limited conferencing or inbound enterprise contact center usage),
in which all calls are placed via direct human interaction. IntelePeer strictly prohibits any use of
the Atmosphere° UC 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
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to IntelePeer fully completed and executed with countersignature.
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
Additlonal Surcharge Section for the Services in the respective Attachments, or to a natural
distribution across RBOC, ILEC, CLEC and wireless destinations; (iii) reselling the Atmosphere®
UC Bundles under any circumstances; (iv) the minutes for Atmosphere® Toll Free Services in
Atmosphere® UC Basic/Port Bundles exceed ten percent (10%) of the total minutes of usage
generated for all Services in any given billing cycle; (v) using the Atmosphere®UC Basic/Call Path
Bundles for only local outbound calling in outbound contact center applications; (vi) using
Atmosphere*UC Bundle not associated with a DID Number provided by IntelePeer; or(vii)having
less than 90% of the local Traffic on a trunk for Atmosphere*Call Path Bundles associated with a
single local calling area (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.
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to IntelePeer fully completed and executed with countersignature.
ATMOSPHERE®COMMUNICATIONS PLATFORM AS A SERVICE ATTACHMENT
This Attachment is expressly incorporated into the IntelePeer Master Services 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 make available to Customer the Atmospheres
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 in this Agreement("Atmosphere®CPaaS"). References to
Atmosphere®CPaaS 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 Atmosphere®CPaaS.
1.1 Enablement. IntelePeer will grant Customer access to use Atmosphere® CPaaS to develop
and integrate applications, implementations and services to interface with the Atmosphere® CPaaS
("Applications"), and to provide the functionalities of the Atmosphere®CPaaS to its users in connection
with the use of its Applications. Customer will order Atmospheres CPaaS by expressly authorizing and
enabling the Atmosphere®CPaaS in the IntelePeer Customer Portal, or any supporting APIs.
1.2 Components. Atmospheres CPaaS includes utilization of any of the following components
where available, pursuant to the terms of this Attachment:
1.2.1 Atmosphere SmartFlowss,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.
1.2.2 Atmosphere 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 Atmosphere Insights®,which gives the Customer access to a web-based portal to track
all interactions across its campaigns for various CPaaS 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 Atmospheres CPaaS Voice, which allows Customer's in-country and international
voice calls using Atmosphere® Inbound Voice Services, Atmospheres Outbound Voice Services,
Atmosphere® Toll Free Services, Atmosphere® International Inbound Services or otherwise, which
traverse the Atmospheres CPaaS platform.
1.2.5 Atmospheres CPaaS Messaging - SMS, which allows Customer to send text
messaging in-country or internationally using Long Code telephone or toll free numbers, Alpha-Numeric
Codes, or Short Codes from the CPaaS platform, provided that Customer adheres to the terms set forth
at www.intelepoer.com/products/documentation/sms/messaging as modified from time to time without
notice.
1.2.6 Atmospheres CPaaS 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.
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1.2.7 Atmosphere® CPaaS APIs, which support account management, workflow
management, messaging status updates, and messaging and call delivery records.
1.2.8 Atmospheres CPaaS Messaging - WhatsApp, which allows Customer to transmit and
receive messages using the WhatsApp application pursuant to this Agreement, as long as Customer, its
users and its Applications comply with the terms at www.whatsapp.com/legal/business-solution4enns/,
which Customer and its third-party Applications providers will execute directly with WhatsApp.
1.2.9 Atmosphere®CPaaS 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 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 third-party Applications
providers will execute directly with Facebook.
1.2.10 Atmosphere®CPaaS Intelligent Assistant, which is artificial intelligence('Al")software
used by Customer to perform chatbot functionality within CPaaS, provided Customer agrees to third party
terms for the underlying chatbot.
1.2.11 Atmospheres CPaaS Natural Language Processing ("NLP") - Voice, which Customer
may use for conversational Al capabilities such as speech recognition in a voice call.
1.2.12 Atmospheres CPaaS Natural Language Processing ("NLP") - Text, which Customer
may use for conversational Al capabilities such as sentiment and tone analysis, language detection and
translation, and intelligent assistant over text channels.
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 the associated IntelePeer
APIs and supporting documentation associated with Atmosphere®CPaaS,as well as third party software
in machine-readable object code form only for Atmosphere Insightss, for the sole purpose of using the
Atmosphere® CPaaS 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 Atmospheres CPaaS related to Customer, its customers or 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,
and call recording transcriptions ("Customer Information"), its Applications, and any workflows Customer
built into Atmosphere Smartflowse ("Customer Property"); provided that Customer acknowledges that
other customers or users of Atmospheres CPaaS may independently develop materials 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, limited
license in those Intellectual Property Rights to use for the sole purpose of providing, supporting and
enhancing Atmosphere®CPaaS in accordance with this Agreement.
1.4 Restrictions.
1.4.1 To protect our network and systems for Atmosphere®CPaaS, IntelePeer reserves the
right, but is under no obligation, to: (i) monitor the Customer's use of the Atmospheres CPaaS 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, without notice or liability.
1.4.2 In order to utilize the functionalities of Atmospheres CPaaS, Customer may load,
update and delete its Customer Information. For content transmitted via Atmosphere®CPaaS, IntelePeer
will retain: (i) any content of the communications in their entirety, along with any transcription materials,
for thirty(30)days from successful processing to assist with addressing any support or technical issues;
(ii) any contact engagement history from Atmosphere Engages for no longer than one (1) year; (iii)
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to IntelePeer fully completed and executed with countersignature.
Atmosphere Insights® analytics for sixty (60) days for any Atmosphere® Inbound Voice Services,
Outbound Voice Services and International Inbound Services call records,and for three(3) years for any
platform usage records for Atmosphere® CPaaS; and (Iv) the records for application detail, call detail,
and message detail for no longer than three (3) years ("CPaaS Retention Schedule"). Notwithstanding
the CPaaS Retention Schedule, Customer will be solely responsible for retaining any content or any detail
records necessary to ensure its compliance with all applicable laws. If your Atmosphere®CPaaS 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 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 Customer's systems, or additional costs resulting, directly or
indirectly, from any defects in Customer's Applications or workflow configurations; (iii) the storage of
Customer Information or access to such Customer Information; or (iv) any action or inaction of a
downstream communications carrier that transmits any of the calls or messages generated via
Atmosphere® CPaaS ("Carrier"), including without limitation any modification, suspension or
discontinuance of the Carrier's services, which impacts the Atmospheree CPaaS.
1.4.4 ATMOSPHEREe CPAAS IS 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.
1.4.5 Phone numbers used in association with Atmosphere®CPaaS 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 light to use on the Atmosphere® CPaaS 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 Atmosphere® CPaaS expressly on the
condition that Customer uses the Atmosphere® CPaaS 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 Atmosphere®CPaaS or its performance;or(ii)the confidential protection of any content or information
that must be shared with Carriers for the provisioning of Atmosphere Messaging®. UNDER NO
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to IntelePeer fully completed and executed with countersignature.
CIRCUMSTANCES WILL INTELEPEER BE RESPONSIBLE FOR THE CUSTOMER'S USE OF
ATMOSPHERES CPAAS, INCLUDING WITHOUT LIMITATION FOR ITS INAPPROPRIATE,
FRAUDULENT, OR INACCURATE CONTENT, CONTENT CORRUPTION, BREACH OF PRIVACY,
DATA SECURITY, OR THIRD PARTY LICENSES ASSOCIATED WITH SUCH USAGE. CUSTOMER'S
SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF ATMOSPHERES
CPAAS 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 Atmosphere* CPaaS
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 Atmosphere® CPaaS. IntelePeer will use commercially reasonable efforts
to avoid making changes to Atmosphere® CPaaS 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. All notices provided under this Section will be provided no less
than thirty(30)days in advance of the change becoming effective. Customer's continued use or access
of our Atmosphere®CPaaS after such written notice constitutes acceptance by Customer of the revisions
and any associated fees.
2. Rates.
2.1 IntelePeer will provide Rates of the packages for Atmosphere® CPaaS, as outlined on
IntelePeer's website or in Customer's IntelePeer Solution Summary or Quote, for Customer to purchase
various components individually, or collectively as a license. Any Rates for customization of Insights will
be agreed upon in a Statement of Work.
2.2 IntelePeer will invoice Customer upon execution of this Attachment for any applicable Monthly
License Fee for the current month and for the upcoming month, and then on the first day of each month
("invoice Date") for the upcoming month's Monthly License Fee in advance, as well as any previous
month's transactional, non-recurring or overage charges,for any month in which Customer has an active
account for Atmosphere*CPaaS.
2.3 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.
3. Customer Responsibilities.
3.1 Customer will execute the Data Processing Addendum if Customer uses or makes available
any personal data protected by the EU General Data Protection Regulation for processing performed for
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the purposes of provisioning, maintaining, monitoring and improving Atmosphere® CPaaS. IntelePeer
may disclose information in our systems, including Customer Information, if required by law or other
contractual requirement,or by circumstances to protect the security or integrity of our Services, network,
customers or the public's health and safety.
3.2 Customer is solely responsible for. (i)any and all use of Atmosphere®CPaaS under its account,
including without limitation whatever content is communicated via Customer's use of the Services; (ii)
any Applications, integrations, systems, and implementations whether provided by Customer or a third-
party, which are enabled in Customer's presence on Atmosphere® CPaaS, including with respect to its
configuration, security and the protection of the data integrity, including for any Customer Information;
(iii) exercising all reasonable precautions to prevent unauthorized access to or use of the Atmospheres
CPaaS; (iv)ensuring that any requests Customer makes to the Atmosphere®CPaaS are compatible with
the then-current Atmospheres CPaaS; (v)obtaining affirmative consent from its 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; (vi) complying with all system safety controls for
Atmosphere® CPaaS; (vii) 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; (viii) making frequent backup copies of any Customer
Information stored in the platform; (ix) informing users of any fees or charges from IntelePeer, Carriers
or otherwise, which users may incur in connection with messages transmitted using Atmosphere
Messaging®; (x) all acts or omissions that otherwise occur on the Customer account; and (xi) 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.
3.3 Customer warrants that, in its configuration and use of Atmosphere®CPaaS, Customer: (i)has
reviewed the Restrictions of the Service and will comply with the terms of this Attachment; (ii) will be
solely responsible for compliance with all legal requirements applicable in connection with the privacy
protections or information security, including without limitation, the Telephone Consumer Protection Act
("TCP"'), 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 General Data Protection Regulation 2016/679
("EU GDPR"), the Canadian Anti-Spam Law ("CASL"), and any similar international, federal, state,
provincial or local laws or regulations governing interactions with third parties in any jurisdiction to the
extent applicable; (iii)will adhere to any applicable industry standards, policies and applicable guidelines,
Including without limitation those 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 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 to IntelePeer upon written request.
3.4 For Atmosphere®CPaaS, 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
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to IntelePeer fully completed and executed with countersignature.
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 Atmosphere® CPaaS for emergency
services; or(Iii)any activities related to the Applications or Customer Information.
3.5 Customer may access and use the Atmospheres CPaaS, Atmosphere 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 Atmospheres CPaaS performance and may result in service suspension and
additional tees.
3.6 Customer acknowledges that IntelePeer may from time to time provide you 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 Customer's adherence to the terms of this
Section 3 as an essential basis of the bargain between the Parties as to the offering of the Atmosphere®
CPaaS 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, Customer will have thirty (30) days to obtain copies of any
information stored on the Atmosphere's CPaaS at that time, otherwise IntelePeer will delete such
information pursuant to its record retention requirements without additional notice. For Atmosphere
Insightss, 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 Atmosphere® CPaaS,
Customer must discontinue use upon termination of this Agreement, and irrevocably erase the software
including without limitation any archival copies.
4. Fair Usaae Policy
4.1 IntelePeer provides Atmosphere®CPaaS 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 Atmosphere®CPaaS.
4.2 The Atmosphere®CPaaS is intended to be used internally for general purpose enterprise unified
communications usage only. IntelePeer strictly prohibits any use of the Atmosphere®CPaaS, or any of
its components, inconsistent with this purpose, including without limitation reselling the Atmosphere®
CPaaS under any circumstances ("Prohibited Use").
4.3 IntelePeer may monitor usage of the Services and notify Customer of any usage that appears
to be a Prohibited Use, 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 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.
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to IntelePeer fully completed and executed with countersignature.
MINIMUM COMMITMENT ATTACHMENT
This Attachment is expressly incorporated into the IntelePeer Master Services Agreement entered
into by IntelePeer and Customer(the"Agreement"}.
1. Minimum Commitment.
1.1 IntelePeer offers to discount its Rates for Atmosphere®Services as set forth in the Solution
Summary, as well as to defer any increases in Rates, pursuant to Section 3, for Atmosphere®
Outbound Voice, Inbound Voice, Tall Free, CPaaS Services and Managed SBC, except Other
Traffic as defined in the Atmosphere®Outbound Voice Attachment or the international voice calls
under Atmosphere® CPaaS Voice as set forth in the Atmospheres CPaaS Attachment, in
consideration for Customer's agreement to purchase Services in an amount that equals or
exceeds one thousand one hundred dollars ($1,100.00) per month each and every month
pursuant to this Attachment("Minimum Commitment").
1.2 IntelePeer agrees to provide Customer a ninety (90) day ramp period beginning on the
date this Attachment is executed to ramp its usage of the Services ("Ramp Period"). For this
reason, the Minimum Commitment will take effect in the billing cycle starting after the expiration
of the Ramp Period, and will continue (along with any associated discounts or rate lock) for a
period of no less than twelve (12) months ("Commitment Term"); provided that the conditions
outlined in Section 3 are not triggered.
1.3 If Customer does not satisfy the Minimum Commitment in any month of the Commitment
Term, IntelePeer will bill Customer the difference between actual Commitment Charges, as
defined in Section 2,and the Minimum Commitment amount during such period.
1.4 At the end of the initial Commitment Term, the Minimum Commitment will terminate.
2. Charvies for Minimum Commitment. Charges attributable to the Minimum Commitment
include all Rates and Monthly Recurring Charges for each Services Attachment(s), and expressly
excludes charges for any Atmospheres Connect charges, any non-recurring, One Time Charges,
and any taxes, fees, or surcharges ("Commitment Charges").
3. Conditions for Increasing Rates. 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 Commitment Term to be applicable in the subsequent Commitment Term if not terminated
by Customer in accordance with Section 1.4 of this Attachment. If IntelePeer issues any change
in Rates that are covered by this Minimum Commitment Attachment at any time other than as set
forth in the foregoing sentence, Customer may terminate the Minimum Commitment without any
applicable early termination charges set forth in Section 4.
4. Early Termination Charges. Unless the 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; (iv) a force majeure event; or (v) IntelePeer increasing Rates
pursuant to Section 3, Customer will pay IntelePeer an early termination charge upon termination
of the Agreement. The early termination charge will equal the Minimum Commitment remaining
in any Commitment Term after the termination of the Agreement, in addition to all unpaid amounts
for any Service(s) provided through the date of termination. Customer acknowledges that any
charges for early termination under this Agreement represent reasonable liquidated damages, not
a penalty.
Page 28 of 30
CONFIDENTIAL 9 IntelePeer
This PDF document constitutes an offer which expires ninety(90)days from the dale of email first delivered,unless and until returned
to IntelePeer fully completed and executed with countersignature.
SERVICE LEVEL AGREEMENT ATTACHMENT
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 speck service levels ("SLAs"), which IntelePeer has agreed to provide to
Customer, for ATMOSPHERE* OUTBOUND VOICE SERVICES, ATMOSPHERE* INBOUND
VOICE SERVICES, ATMOSPHERE* TOLL FREE SERVICES and ATMOSPHERE* CPAAS
MESSAGING—SMS(collectively "SLA Services") pursuant to the terms set forth herein.
1. Terms of the SLAB.
1.1 Service Availability. IntelePeer agrees to provide customer Service Availability of 99.999%
for SLA Services. For purposes of this Attachment, "Service Availability" means the percentage of
total minutes during a calendar month that the network equipment is available to the customer.
Under no circumstances will these SLAB apply to any professional services completed 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:
L 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.
Page 29 of 30
CONFIDENTIAL � IntelePeer
This PDF document constitutes an offer which expires ninety(90)days from the date of email first delivered,unless and until returned
to IntelePeer fully completed and executed with countersignature.
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 speck ANI with 6 seconds
or less Average Length of Call("ALOC").
X. Messages are sent in excess of the throttling restrictions set for Atmospheres CPaaS 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.
Page 30 of 30
IntelePeer Customer Legal Name City of Round Rock
Customer Contact Jennifer Patton
Customer Email j(,)dllOJ :9r!n di❑r:k7 rcaorw
Sales Director
Port _
Port Bundle _ Bundle 65 rJtiEC 81700 ] i1,1��G
Telephone Number[OID]'assi ed or ported! Up to 10 per Bundle
CallerlDNameRegistration SetupFee(CNAMJ Up to 10 per Bundle
Callin Party Number k Callingparty Name Delivery Per Month lCaller 4D' Vp to toper Bundle
Oireowq Listi Number Included _
Domestic DID Ori nation Number a Included
Enhanced 9115upport Services Number Included
'Domestic Toll-Free Origination _Minute Included
Standard Voice Termination Minute Facluded
Wireless Termination T Minute ncluded
International Termination Minute Pe URN Vrdahk
QuantityProduct II)s Description un�t
NmosplFereePort&dap
BackupTrunk For 10000074 lorAtmosphere•Port "rank 63 r•'Rl to 88 ;R.`
r r1
.....TelecomUsa*Rates_InhoundGUirtj--._.
10000424 U S Domestic,pay per MOV-Flat Rate Usar Minute — Per Unit PA250 50.00
10000423 US Domestic Switched 010,pay per MOU-Flat Rale Usage Minute Per Unit f0-MYD $0.00
I Oescription U61 Quantity
If.emm11 Rates-7dlFteaGlll
10000378 Dedicated Toll Free Service-U.S.Domestic 48,pay per MOU-Flat Rate Usage Minute Per Ur it $0.0250 S0.0o
10000375 Switched Tell Free Service-U-S,Domestic 48,pay perMOU-Flat Rate Usage Minute Per Unit 50.0000 50,00
!0000378 Dedicated Toll Free Service-U.S.Alaska,pay per MOU-Flat Rate Usage Minute Per Ur.it $0.3500 $0.00
10000378 Dedicated Toll FreeService-US.Hawaii,pay per MOU-Flat Rate Usage Minute Per U+it $0.0820 $0.00
10000378 Dedicated Toll Free Service-Canada,pay per MOU-Fiat Rate Usage Minute Per Unit $0.0250 50.00
1OW378 Dedicated Toll Free Service-Pueno Rico,pay per MOU-Flat Rate(787,939) Minute Per Unit $0.1100 $0.00
10000378 Dedicated 7011 Free Service Guam,pay per MOU-Flat Rate(671] Minute Per Unit $0.1500 so 00
10000378 bedicated Toll Free Service-Saipan,pay per MOV-Flat Rate(670) Minute Per Unit 50.2900 50-OD
10000378 I Dedicated Toll Free Service-U.S.Virgin Islands,pay per MOU-Flat Rate(340) Minute Per Unit 50.1100
ApowahwO Tellegim L!"M Rata-OutboundCaRln FS&25.00
10000388 UC utaAland Termination US Domestic 48,Hawaii and Canada,pay per MOU-Flat Rale Mimme Per Unit0.0200 SO.00
skaOutbound Termination,pay per MOU-Flat Rate Usage MIrF74+ Per Unit $0.00
International Outbound Termination,pay per MOU-Flat Rate Usage MiAi" j Per Unit Variable 50.00
Product I Ds I Qvantky Charge Type Charge Exterded Price
iAtrnosphane F911 EIMERGENCYSERVIlFS
10000028 11mergencyServicespercalltoECC Call per ��� LL
50.00
1OD00050 Emergency Svcs/DID Setup Fee(Dom USI Number NRC 50.00
10000029 Emergency$vcslplp per Month(Dom US] Number MRr So.0010000730 Emergency Svrs)iDID Setup Fee(Canadal Number NRC 50.0010000431
Emergency SvesliDID per Month(Canadar Number MR[ 50.00 r I+
Page 1 of 2
Ma11ARY FEFS .
- Inbound
10000002 Telephone Number per Month Number W MRC 50.25 $87.50
10000001 Telephone Number Setup Fee Number NRC _ $0.00 WOO
1OOWW3 Telephone Number Part Fee Number NRC $7.50 _ $0.00
1000DO81 Telephone Number Port Fee Expedited(within 48 hrs of FOCI Number NRC $15.00 WOO
10000644 After Hours Port Fee _ _ Order NRC 5150.00 50.00
100 W70 Port Cancelalion Fee Number NRC $7.50 SO.00
100110082 Port Cancelation Fee-Expedited(within48 his of FOC: Number NRC $75.00 50.00
10010IM2�Emer nsy$nap Back Fee _Number NRC 5500.00 $0.00
10000004 Directory Listing Setup Fm Number NRC $1.00 SO.W
1000)005 'Directory Listing per Month Number MRC $2.00 $0.00
10000008 .Caller 10 Registration Setup feeNumber NRC $1.00 SO.ob
10000006 }CallerloMameDelh,e per Month Number MRC $2.00 SO.W
10000460 Sequential Number Setup Fee Order NRC $50.00 $0.00
1WW461 jVarijty Number Setup Fee Number NEC 550.00 $0.00
1WW030 lHigh Volume/Short Duration Surcharge per CaH Call per Unit S0.01 $0.00
10000035 ,OutboundToLLFree-Domestic Minute PerUnit 50.00 SO.W
TaU Fran
10000D13 Toll Free-Telephone Number per Month•IntelePeer RESPORG Number MAC $1.W $0.00
10000012 Telephone Number(RespOrg)Port Fee Number NRC _ $0.00 50.011
I0000076 Telephone Number Setup Fee Number NRC S1.00 $0.00
10000013 Toll Free-Telephone Number per Month-Customer RESPORG Number MRC $0.00 $0.00
10000017 National Toil Free Directory Listing Setup Fee Number NRC 520.0050.00
10000018 National Toil Free Directory Listing per Month Number MRC 520.00 $0.00
10000071 Prison Phone Surcharge-pay per MOU Minute Per Unit Pass Through 50.00
10000010 Payphone Surcharge per call Catl Per Unit $0.60 $O.W
10000090 Non Complete Surcharge perCall in excess of 10% call Per Unit $0.05 _$0.00
IODD0077 Number Adini
mstration Service Center(NASQForced IDChange Fee Number NRC $40.00 SO.W
10)00009 Vanity Number Setup Fee Number NRC 50.00
Usage and MonthV Recurring Charges
12 Non Recurring Charges
s1,loo.00
[Expected Recurring invoice Amount at Volume
By signing this tmelePeer Solution Summary,Customer acknowledges that the Rates
set Fath herein represent all agreed-upon pricing for ImelePeer Services contained
herein.The Rales will be sublem to the terms and conditions of the IntelePeer Master
Services Agreement(MSA)executed between the Parties,Including without limitation
specific terms on Rate changes.
Quote Generation Date 8/24/2021
The pricing contained in this Solution Summary expires on 12/22/2027
Customer Signature Dale Signed
Page 2 of 2
In to l e Peer Customer Legal Name:City of Round Rock
Customer contact.Jennifer Patton
Customer Email:
Sales Director
14rv&WWA'<e`Port .•
Port Bundle _ Bundle 65 MRC $;7.D0 5�105AF
Telephone Number(DID)(assigned or ported) Up to 10 per Bundle
CallerlD Name Re;istration Setup Fee(CNAM) Up to 10 per Bundle
Calling Party Number&Calling Party Name Delivery Per Month(Caller ID) Up to 10 per Bundle
Directory Listing Number Included
DOmestic01D0ri'nation Number Included
Enhanced 911 Support Services Number Included
'Domestic Foll-Free Origination Minute Included
r
15[andard Voke Termination Minute Included
Wireless _
1 reless Termination --I Minute Included
hnternational Termination { Minute Per Unit Variable _
- 1
Product I
Us Description
PartBacku
Backup Trunk For IODM74 for Atmosphere'Port Trunk 65 MRC $0.00 50.00
1 11
ProductlDs 1
reT@kcom Usap Inboundcall.ing
10000424 JUS.Domestic,pay per MOU-Flat Rate Usage Minute Per Unit $0.0250 50.00
10000423 U.S.Domestic Switched DID,pay per MOU-Flat Rate Usage Minute Per Unit $0.0000 $0,00
$0.00
los t Quantity
T1 777,7lUsagleRate;-7ollFlaeC, , .
1OW378 Dedicated Toll Free Service U.S.Domestic 48,pay per MOU Flat Rate Usage Minute Per Unit 50.0250 $0,00
10000375 Switched Toll Free Service.U.S.Domestic 48,pay per MOU-Flat Rate Usage Minute Per Unit 50.0000 $0.00
1OW378 Dedicated Toll Free Service U.S.Alaska,pay per MOU-Flat Rale Usage Minute Per Unit $0.3500 $0.00
]0000379 Dedicated Toll Free Service U.S.Hawaii,pay per MOV-Flat Rate Usage Minute Per Unit $0.0820 $0.00
10000378 Dedicated Toll Free Serv'ce-Canada,pay per MOU-F at Rate Usage Minute Per Unit So.0250 50,00
10000379 Dedicated Toll Free Sent ce-Puerto Rica,pay per MOV-Flat Rale 1787,939} Minute Per Unit $0.1100 $0.00
10000378 Dedicated Toll Free Serve-Guam,pay per MOU-Flat Rate(6711 Minute her Unit 50.1500 $0.00
!0000378 Dedicated Toll Free Servce-Saipan,pay per MOU Flat Rate;670; Minute Per Unit $0.2900 50.00
10000378 IDedicated Toll Free Servce-U.S.Virgin Islands,pay per MOU.Flat Rate 1340) Minute Per Unit $0.1100 SO-OD
$0.00
7eW OmUSIt Rates-puthoun4CaIB
10006388 Outbound Termination-US Domestic 48,Hawaii and Canada,pay per MOU-Fiat Rate Minute Per unit $04200
ge
Alaska Outbound Tetirr"tion,pay per MOU-Flat Rate Usage Minute $0.2500
International Outbound Termination,pay per MOU Flat Rate Usage Minute Variabl-
c
�E931 EpeF1TGENCYSERVICES
10000028 Emergency Services per call to ECC call o^r 11n1 $75.00
111000050 Emer6}ncy Svcs/DID Setup Fee'Dom US1 Number $1.50 50.00 I
10000029 Emergency Svcs I DID per Month;Dom US1 Number MRC $1.50 $0.00
a
10000430 Emergency Svcs J iDID Setup Fee(Canada) Humber NRC $1.50 50.00
10000431 Emergency Svcs/OD per Month JCanadaj Number MRC 51.50 $0.00 -
Page 1 of 2
ILtRYF U
Inbound
IODD 002 Telephone Number per Month Number 35r MRC $0.25 S87-50
10000001 Telephone Number Setup Fee i Number NRC $0.00 _ So.00
10000003 Telephone Number Port Fee Number NRC S750 T 50100
10000081 Telephone Number Port Fee Expedited(within 48 hrsof FOC) Number NRC $15.00 SO.00
10000644 After Hours Port Fee Order NRC $150.00 $0.00
_10000070Port Carice lation Fee_ __ Number NRC $7.50 $0.00
1ODDOO82 Port Cancelation Fee-Expedited{within 48 hrsof FOCI Number NRC S75,00 $0.00
10000652 tErnerotricy Snap Back Fee Number NRC $500.00 50-00
10000004 Directory Listing Setup Fee _ Number NRC SI.OD SOAO
10000005 Directory Listing per Month Number MRC $2.00 $0.00
10000008 .Caller ID RepMfalion Setup Fee Number NRC $1.00 50,00
10000006 *Caller IDlName Delivery per Month T Humber _ MRC $2.00 $0.00
10000460 Sequential Number Setup Fee Order NRC $50.00 50.00
10000461 Vanity Number Setup Fee Humber NRC $50.00 50.00
�#Olr11f0und
10000030 High Volume/Short Duration Surcharge per Call Call Peruml $0.01 50.00
10000036 Outbound Toll Free-Domestic Minute Perunil S0.00
Tou Free �
10000013 ITdl Free-Telephone Number per Month-IntelePeer RESPORG Number MAC 51.00 $0.00
10000012 Telephone Number(Resporg)Port Fee Number NRC $0.00 SO.00
10000076 Telephone Number Setup Fee Number NRC $1.00 $0.00
10000013 Toll Free-Telephone Number per Month.Customer RESPORG Number MRC 50.00 $0.00
10000017 National Toll Free Directory Listing Setup Fee_ Number 'NRC 520.00 50.00
10000018 National Toll Free Direttory Listing per Month Number MRC 520.00 SO-DO
10000071 Prison Phone Surcharge-pay per MOU Minute Per Unit PasSThrough 50.00
10000010 Ipayphone Surcharge per Call Call Per Unit $0.60 50.00
10000090 Non Complete Surcharge per Call in excess of 10% Call Per Unit $0.05 50.00
10000077 Number Administration Service Center(NASC)Forced ID Change Fee number NRC $40.00 50.00
1011001109 Vanity Number Setup Fee %Dmber NRC $50.00 50.00
Usage and Monthly Recurring Charges
72 Non Recurring Charges
57,100.00
1.
lEmpected Recurring Invoice Amount at Volumei '.i
By signing this InletePeer Solution Summary,Customer acknowledges that the Rales
set forth herein represent all agreed-upon pricing for IntelePeer Services contained
herein The Rates will be subject to the lei ms and conditions of the IntelePeer Master
Services Agreement(MSA)executed between the Parties,including without limitation
specific terms on Ratechanges.
Quote Generation Date 8/24/2021 f� r
The pricing conlained in this Solution Summary expires on: 12/22/2021 � ( ��
y 1!
Customer Signature 3aI ra
Page 2 of 2
CONFIDENTIAL IntelePeer
Customer Acknowledgement of
Emergency Service Limitations
(Please Sign and Return)
Dear Customer,
Please take a moment to review this important information about the limitations
associated with IntelePeer's Emergency Services. We are required by federal law to obtain your
affirmative acknowledgement that you have read and understand these limitations, and to the
extent you are reselling IntelePeer's Services you maintain similar affirmative acknowledgements
from your end users. Each of the obligations set forth in this acknowledgement extend in each
instance to Customer and its end users if any. Please sign and return this acknowledgement in
order for IntelePeer to establish Services.
The IntelePeer Emergency Service differs from a traditional telephone company.
You acknowledge and understand that IntelePeer (or "IntelePeer") does not support traditional
911 and access to emergency services under the Emergency Service.
IntelePeer's Emergency Service differs from traditional emergency 911 services that you
receive from the telephone company in several important ways described below. YOU AND ANY
OF YOUR END USERS SHOULD MAINTAIN AN ALTERNATIVE MEANS OF CALLING
EMERGENCY 911 SERVICES.
1. Customer releases, and will obtain from its end users waivers releasing, IntelePeer from any
and all claims or liability that may arise related to Emergency Service, except with regard to
the obligation to ensure that the interconnection trunking arrangements are 9111E911
compatible. Customer bears sole responsibility for providing any emergency services to its
end users and for any costs associated with providing these services and payment of any
governmental fees or assessments related to 9111E911 or alternative 911 services.
Customer agrees to indemnify and hold IntelePeer and all of its affiliates, subsidiaries,
employees, shareholders, agents, vendors, and representatives harmless from any and all
claims, damages(direct and indirect), suits, costs, charges, or fees (including attorney's fees
and court cost)arising from or related to the provision of Emergency Services, or
Customer's provision of emergency services to its end users.
2. Emergency Service Responders MAY Not Automatically Know The
Number or Location
Unlike traditional emergency 911 services, when you or your end users call 911 using the
IntelePeer Emergency Services, the emergency personnel receiving the call may not be able
to automatically identify the phone number or the physical address from which the call
originates. You or your end users might need to tell the emergency personnel the nature of
the emergency, give them the phone number, and describe the physical location. If the call is
dropped for any reason, emergency personnel may not be able to call back or find the
location.
3. The Call May Not Reach the Correct Emergency Service If the Service
Registers An Incorrect Service Address
If you register for Emergency Service using an incorrect physical address, emergency calls
may be routed to the incorrect emergency service provider. The emergency personnel may
not be able to respond to the emergency, transfer the call to the geographically appropriate
emergency center or otherwise provide assistance.
CONFIDENTIAL 9 IntelePeer
4. The Call May Not Reach the Correct Emergency Services If the
IntelePeer Telephone Number Does Not Match Your Actual Geographic
Location
Emergency service personnel cannot accurately track the location through our system and it
is therefore important that the location registration remains updated. For example, if you live
and use your IntelePeer equipment in Virginia where the area code is 703, but your assigned
IntelePeer telephone number has an area code of 212, an area code associated with New
York City, when you dial 911, you may not be able to reach any emergency personnel. Even
if you do reach emergency personnel, you may not be calling the emergency personnel near
your actual location (the Virginia caller may be calling emergency services located in New
York) and the emergency personnel may not be able to transfer the call to respond to the
emergency, or otherwise provide assistance.
5. The Call May Not Reach the Correct Emergency Services If The
IntelePeer Equipment Is Moved to a Location Different From the
Address Initially Registered
It is important that the location of the Emergency Service is accurately registered every time
the IntelePeer equipment is moved. If the IntelePeer equipment is moved to another location
without reregistering, when a call is made to 911, to the call may not reach any emergency
personnel. Even if emergency personnel is reached, the call may not be completed to the
emergency personnel near the actual location if the location has not been updated and
emergency personnel may not be able to transfer the call, respond to the emergency, or
otherwise provide assistance.
6. The Call May Not Reach the Correct Emergency Services If The New
Location Is Not Re-Registered Or Call 911 Within 148 Hours] of Updating
Your Location
It is important that the location of the Emergency Service is accurately registered every time
the IntelePeer equipment is moved. Location changes may take up to 48 hours for the
location change to be reflected in our records. During that time, to the calls may not reach
any emergency service provider or may not reach the correct emergency services provider.
7. 911 Service Will NOT Work If There Is A Power Outage, A Network
Outage Or Disruption
Outages in the electricity and problems with the connection, including network congestion,
will disrupt the Emergency Service making emergency calling using Emergency Service
unavailable.
8. 911 Service Will NOT Work If the Service Is Disconnected
If a service outage occurs due to a suspension of the service account, due to billing issues or
for any other reason, the Emergency Service will not be available for making any emergency
calfs.
I have read and understand the above information regarding the limitations on the
rE rgency Service.
jCumer Name( lease print)
Customer Si na ure Date I
CONFIDENTIAL IntelePeer
Customer Acknowledgement of
Emergency Service Limitations
(Please Siqn and Return)
Dear Customer,
Please take a moment to review this important information about the limitations
associated with IntelePeer's Emergency Services. We are required by federal law to obtain your
affirmative acknowledgement that you have read and understand these limitations, and to the
extent you are reselling IntelePeer's Services you maintain similar affirmative acknowledgements
from your end users. Each of the obligations set forth in this acknowledgement extend in each
instance to Customer and its end users if any. Please sign and return this acknowledgement in
order for IntelePeer to establish Services.
The IntelePeer Emergency Service differs from a traditional telephone company.
You acknowledge and understand that IntelePeer (or "IntelePeer") does not support traditional
911 and access to emergency services under the Emergency Service.
IntelePeer's Emergency Service differs from traditional emergency 911 services that you
receive from the telephone company in several important ways described below. YOU AND ANY
OF YOUR END USERS SHOULD MAINTAIN AN ALTERNATIVE MEANS OF CALLING
EMERGENCY 911 SERVICES.
1. Customer releases, and will obtain from its end users waivers releasing, IntelePeer from any
and all claims or liability that may arise related to Emergency Service, except with regard to
the obligation to ensure that the interconnection trunking arrangements are 9111E911
compatible. Customer bears sole responsibility for providing any emergency services to its
end users and for any costs associated with providing these services and payment of any
governmental fees or assessments related to 9111E911 or alternative 911 services.
Customer agrees to indemnify and hold IntelePeer and all of its affiliates, subsidiaries,
employees, shareholders, agents, vendors, and representatives harmless from any and all
claims, damages(direct and indirect), suits, costs, charges, or fees (including attorney's fees
and court cost)arising from or related to the provision of Emergency Services, or
Customer's provision of emergency services to its end users.
2. Emergency Service Responders MAY Not Automatically Know The
Number or Location
Unlike traditional emergency 911 services, when you or your end users call 911 using the
IntelePeer Emergency Services, the emergency personnel receiving the call may not be able
to automatically identify the phone number or the physical address from which the call
originates. You or your end users might need to tell the emergency personnel the nature of
the emergency, give them the phone number, and describe the physical location. If the call is
dropped for any reason, emergency personnel may not be able to call back or find the
location.
3. The Call May Not Reach the Correct Emergency Service If the Service
Registers An Incorrect Service Address _
If you register for Emergency Service using an incorrect physical address, emergency calls
may be routed to the incorrect emergency service provider. The emergency personnel may
not be able to respond to the emergency, transfer the call to the geographically appropriate
emergency center or otherwise provide assistance.
CONFIDENTIAL (P
IntelePeer
4. The Call May Not Reach the Correct Emergency Services If the
IntelePeer Telephone Number Does Not Match Your Actual Geographic
Location
Emergency service personnel cannot accurately track the location through our system and it
is therefore important that the location registration remains updated. For example, if you live
and use your IntelePeer equipment in Virginia where the area code is 703, but your assigned
IntelePeer telephone number has an area code of 212, an area code associated with New
York City, when you dial 911, you may not be able to reach any emergency personnel. Even
if you do reach emergency personnel, you may not be calling the emergency personnel near
your actual location (the Virginia caller may be calling emergency services located in New
York) and the emergency personnel may not be able to transfer the call to respond to the
emergency, or otherwise provide assistance.
5. The Call May Not Reach the Correct Emergency Services If The
IntelePeer Equipment Is Moved to a Location Different From the
Address Initially Registered _
It is important that the location of the Emergency Service is accurately registered every time
the IntelePeer equipment is moved. If the IntelePeer equipment is moved to another location
without reregistering, when a call is made to 911, to the call may not reach any emergency
personnel. Even if emergency personnel is reached, the call may not be completed to the
emergency personnel near the actual location if the location has not been updated and
emergency personnel may not be able to transfer the call, respond to the emergency, or
otherwise provide assistance.
6. The Call May Not Reach the Correct Emergency Services If The New
Location Is Not Re-Registered Or Call 911 Within [48 Hours] of Updating
Your Location
It is important that the location of the Emergency Service is accurately registered every time
the IntelePeer equipment is moved. Location changes may take up to 48 hours for the
location change to be reflected in our records. During that time, to the calls may not reach
any emergency service provider or may not reach the correct emergency services provider.
7. 911 Service Will NOT Work If There Is A Power Outage, A Network
Outage Or Disruption _
Outages in the electricity and problems with the connection, including network congestion,
will disrupt the Emergency Service making emergency calling using Emergency Service
unavailable.
8. 911 Service Will NOT Work If the Service Is Disconnected
If a service outage occurs due to a suspension of the service account, due to billing issues or
for any other reason, the Emergency Service will not be available for making any emergency
calls.
I have read and understand the above information regarding the limitations on the
Emergency Service.
CLptofner Name (p"e print)
-A
Customer Signa re Date
CONFIDENTIAL P IntelePeer.
Customer Acknowledgement of Atmosphere®Emergency Service Set-up
(Please Sian and Return)
Please take a moment to review this important information about the limitations
associated with IntelePeer's Atmosphere® Emergency Service. We require your affirmative
acknowledgement that you have read and understand these limitations, and to the extent you
are reselling IntelePeer's Services you maintain similar affirmative acknowledgements from your
end users. Each of the obligations set forth in this acknowledgement extend in each instance to
Customer and its end users if any. Please complete all sections, sign and return this
acknowledgement prior to IntelePeer setting up your Service.
The IntelePeer Atmosphere® Emergency Service set-up requires specific settings
that can only be changed by Customer in IntelePeer portal. Failure to make changes in
IntelePeer Portal may result in disruption of your Atmosphere® Emergency Service.
1. Customer configuration changes include the following:
a) Customer IP address(es)
b) IP address fail over or round robin routing configuration
C) Customer equipment static dial plans
2. Customer understands that only the below dial digit plans are acceptable for
completion of emergency calls using IntelePeer's Atmosphere® Emergency Service:
a) 911
b) 1911
c) +911
d) +1911
Trailing digits will not be accepted.
3. Customer acknowledges that 933 test calls will be made for each telephone
number provisioned in order to validate the location. If any errors occur during this
process, please contact us immediately for Service to work properly.
4. Customer acknowledges that sticker(s), which explain these limitations and can
be found at https://customer.intelepeer.com/ files/Emer-gency Services Stickers.docx,
have been placed on all relevant VolP devices on which the Service may be used.
I have read and understand the above information regarding the limitations on the IntelePeer
Atmosphere Emergency Service,
Customer Name(please print)
i
Customer Sign t re Date
CONFIDENTIAL (P lntelePeer
Customer Acknowledgement of Atmosphere® Emergency Service Set-up
(Please Sign and Return)
Please take a moment to review this important information about the limitations
associated with IntelePeer's Atmosphere® Emergency Service. We require your affirmative
acknowledgement that you have read and understand these limitations, and to the extent you
are reselling IntelePeer's Services you maintain similar affirmative acknowledgements from your
end users. Each of the obligations set forth in this acknowledgement extend in each instance to
Customer and its end users if any. Please complete all sections, sign and return this
acknowledgement prior to lntelePeer setting up your Service.
The lntelePeer Atmosphere® Emergency Service set-up requires specific settings
that can only be changed by Customer in lntelePeer portal. Failure to make changes in
lntelePeer Portal may result in disruption of your Atmosphere®Emergency Service.
1. Customer configuration changes include the following:
a) Customer IP address(es)
b) IP address fail over or round robin routing configuration
C) Customer equipment static dial plans
2. Customer understands that only the below dial digit plans are acceptable for
completion of emergency calls using IntelePeer's Atmosphere® Emergency Service:
a) 911
b) 1911
c) +911
d) +1911
Trailing digits will not be accepted.
3. Customer acknowledges that 933 test calls will be made for each telephone
number provisioned in order to validate the location. If any errors occur during this
process, please contact us immediately for Service to work properly.
4. Customer acknowledges that sticker(s), which explain these limitations and can
be found at https:t/customer.intelepeer.com/ files/Emergency Services Stickers.docx,
have been placed on all relevant VoIP devices on which the Service may be used.
I have read and understand the above information regarding the limitations on the lntelePeer
Atmosphere® Emergency Service,
Customer Name (please print)
A.;
Customer Signatu a Date
City of Round Rock Purchasing
I. R'(03UNOROCK fLXASJustification Form
x�A.40�Y1NW
Date: 8/26/2021 Department Information Technology
Name:
To: Purchasing Requestor Jennifer Patton
Name:
Phone 512-218-3296
Number:
Instructions: Complete this form for all purchases that will exceed $3,000 and will be exempted from
competition as prescribed in Texas Local Government Code Chapter 252.022. Attach additional
information as needed to support the exemption request.
The City declares the competitive bidding procedures in Texas Local Government Code Chapter 252 to
be exempt for this procurement. This Justification Form is executed and filed with the Purchasing
Division as follows:
1. The undersigned is authorized and certifies that the following exemption is applicable to this
purchase.
Please check the criteria listed below that applies to this purchase request:
® Sole Source (check one)
El Items that are available from only one source because of patents, copyrights, secret process, or
natural monopolies.
❑Films, manuscripts or books.
®Gas, water and other utilities.
❑Captive replacement parts or components for equipment
❑Books, papers and other library materials for a public library that are available only from the persons
holding the exclusive rights to the materials
❑ Goods Purchased for Subsequent Retail Sale
o A procurement of goods being purchased for subsequent resale by the City.
❑ Public Calamity
o A procurement made because of a public calamity that requires the immediate appropriation of
money to relieve the necessity of the municipality's residents or to preserve the property of a
municipality.
❑ Public Health and Safety
o A procurement necessary to preserve or protect the public health or safety of the municipality's
residents.
❑ Unforeseen Damacie
o A procurement necessary because of unforeseen damage to public machinery, equipment, or other
property.
1 � � � ge
❑ Personal, Professional or Planning Services
o A procurement of personal (an individual performing service), professional, or planning services
❑ Other
o Cite the applicable Texas Local Government Code Chapter 252 exemption in the justification box
below.
2. Justification: Describe in detail below why an exemption according to Section 252.022 of the Local
Government Code is being submitted for this purchase. (Attach additional pages if needed)
IntelePeer provides telephone voice communications, direct routing, 911 capabilities, and
managed provisioning and onboarding for Microsoft Teams. This service is a utility currently
provided by Spectrum, the City's internet provider. However, this service offers hunting/transfer
services for our Police Dispatch including dynamic (or nomadic) 911, providing emergency call
routing and location capabilities based on the caller's location at the time of the call to ensure
compliance with industry regulations.
3. Attach and submit the following documentation that supports this justification as applicable.
• Vendor's proposal/quote.
• If sole source a Manufacturer's letter declaring the purchase is sole source and why. The letter
should be no older than 6 months old and signed by an authorized representative on company
letterhead.
4. Because the above facts and supporting documentation the City of Round Rock exempts this
procurement from LGC Chapter 252 and intends to contract with:
Vendor Name: IntelePeer
Description: Atmosphere Voice Services with CPaaS
5. Check the purchase type and fill in the dollar amount and purchase term as applicable
❑ This is a one-time purchase request for$
® This is a term contract reque fo 12 (# months) in the amount of$ 14310.00
Recommended
By Re u o Date
G
Approved / 3" ;n _-1A
By De artment Managbr,!No Erfrector or Director Date
Purchasing Office
Review Purchaser Date
Purchasing Office
Management Review Purchasing Manager (over$50,000) Date
2Pac