These terms for the CoreCloud® UC SIP Service Bundles are expressly incorporated into the Master Services Agreement entered into by IntelePeer and Customer (the “Agreement”).
1.1 IntelePeer will provide the CoreCloud® UC SIP Service Bundles (“CoreCloud® UC Bundles”) as a unified communications solution for Services identified in this Attachment.
1.2 CoreCloud® UC Bundles are packaged products which are ordered, deployed and billed on a concurrent port or user basis. A customer may have multiple trunk groups with a single CoreCloud® UC Bundle type configured on each trunk.
1.2.1 Customer may order any number of CoreCloud® UC 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 CoreCloud® 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 or users 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 CoreCloud® 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 CoreCloud® 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 CoreCloud® Outbound.Domestic CoreCloud® Outbound includes the delivery of Local and Long Distance Traffic as defined in Attachment A except for Traffic terminating to Alaska.
1.3.2CoreCloud®Toll-Free.CoreCloud® Toll-Free excludes Traffic originating from Alaska, Guam, Hawaii, Puerto Rico, Saipan, US Virgin Islands and Canada.
1.3.3 IntelePeer will provide temporary no-charge DID numbers during the period required to complete the port-in of Customer’s existing telephone numbers. These DID 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 DID numbers will not count towards a Customer’s allocation for the CoreCloud® UC Bundles. IntelePeer will retain ownership of these DID numbers and will automatically disconnect the numbers upon completion of a Customer port-in request.
1.4 Customer may establish secondary redundant trunks for any CoreCloud® UC Bundles purchased under this Attachment, 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; provided that 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 CoreCloud® UC 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 CoreCloud® UC Bundles.
1.4.2 Customer may send traffic to the CoreCloud® platform from either its primary or redundant trunk.
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.
1.5Bundle Term.Customer agrees to purchase the CoreCloud® 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 CoreCloud® 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 CoreCloud® UC Bundles until the end of current Bundle Term regardless of the date of the notice.
1.5.2 Customer may order additional CoreCloud® UC Bundles during the Bundle Term at the same pricing and Bundle Term as the initial CoreCloud® UC Bundles, prorated for the portion of that Bundle Term remaining at the time the additional CoreCloud® UC Bundles are added. Quantities of CoreCloud® 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 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. Notwithstanding the foregoing, Customer acknowledges that the discounts and rate lock available pursuant to this Attachment reflect charges from IntelePeer’s underlying vendors, and that IntelePeer has agreed to provide the discounts and rate lock associated with this Attachment based on Customer purchasing a certain amount of Services. In its sole and reasonable discretion, IntelePeer may increase Rates in good faith pursuant to Section 4.1 of the Agreement, if IntelePeer’s aggregate costs associated with providing Service(s) increase more than ten percent (10%). If Customer terminates the Agreement as a result of IntelePeer adjusting Rates pursuant to the foregoing sentence, IntelePeer agrees to waive any charges for the remaining months in the current Bundle Term.
2.1 IntelePeer will make available to Customer the Service components of each CoreCloud® UC Bundle based on the Rates and associated terms and conditions listed in Customer’s IntelePeer Solution Summary.
2.2 If Customer enables a redundant trunk on a CoreCloud® UC Bundle trunk by placing an order with IntelePeer 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 CoreCloud® UC Basic/U 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 for Service. IntelePeer will waive any Rates for partial months at the start of the Service(s), but will not pro-rate CoreCloud® UC Bundles upon cancellation of Service(s).
2.3 IntelePeer will charge Customer the Rates for each CoreCloud® UC Bundle as outlined in Customer’s IntelePeer Solution Summary:
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 CoreCloud® UC Bundles, will be deducted from the available allocation.
3.Fair Usage Policy for CoreCloud® UC Bundles.
3.1 IntelePeer provides CoreCloud® 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 CoreCloud® UC Bundles 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 CoreCloud® 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), 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 for the Services in the respective Attachments, or to a natural distribution across RBOC, ILEC, CLEC and wireless destinations; (iii) reselling the CoreCloud® UC Bundles under any circumstances; (iv) the minutes for CoreCloud® Toll Free Services exceed ten percent (10%) of the total minutes of usage generated for all Services in any given billing cycle; or (v) sharing between multiple users via a PBX, call center, computer or any other means (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.