These terms for the Customer Premise Equipment Attachment are expressly incorporated into the IntelePeer Master Services Agreement entered into by IntelePeer and Customer (the “Agreement”).
1. Service Description.
1.1 1.1 IntelePeer will obtain devices as Customer Premises Equipment (“CPE”) from a third-party provider (“CPE Supplier”) to support Customer’s Services, pursuant to the terms, restrictions and warranties of the CPE Supplier set forth or incorporated by reference in this Attachment.
1.2 IntelePeer Obligations. IntelePeer will order such CPE for the location(s) identified by Customer to support the provision of Services under this Agreement (“Customer Designated Location(s)”), and agrees to allow Customer to have and use the CPE in accordance with this Attachment.
1.2.1 Upon receipt of the CPE from CPE Supplier, IntelePeer will register and configure the CPE using the associated software licensed to IntelePeer, and will install such devices at the Customer Designated Location(s), based on the deployment schedule mutually agreed to by the Parties in the applicable Statement of Work (“SOW”), as incorporated by reference into this Agreement (“Installation Date”). Notwithstanding anything to the contrary in the Agreement, for any Services provided via CPE, the Satisfaction Guarantee in Section 3.2 of the Agreement will trigger off of the Installation Date, instead of the date of the Service Activation Notice, and will be refunded only after the return of any CPE.
1.2.2 IntelePeer agrees to assist Customer in managing the quality of service on any trunks carrying Services by monitoring the activity tracked with the device, along with any other obligations agreed to by IntelePeer in the applicable SOW. IntelePeer will own any reports or analytics generated by the CPE Supplier software as part of this monitoring effort, and will provide copies of those reports or analytics to Customer upon written request.
1.2.3 When needed, IntelePeer agrees to provide technical support on the CPE, either directly or indirectly thru the CPE Supplier technical support.
1.3 Customer Requirements Customer agrees to lease the CPE, expressly conditioned by CPE Supplier on Customer adhering to the requirements set forth in this Section 1.3, for the period of time set forth in the Solution Summary (“CPE Term”).
1.3.1 Customer agrees to comply with the terms set forth by the respective CPE Supplier at www.intelepeer.com/terms/CPE-professional-services/general, which are incorporated by reference into this Agreement,
1.3.2 The CPE Term will automatically renew on an annual basis, unless terminated by either Party upon thirty (30) days’ written notice after the initial CPE Term. Unless the Agreement is terminated as a result of: (i) a material breach by IntelePeer; (ii) IntelePeer terminating without cause; or (iii) a force majeure event, Customer will pay IntelePeer an early termination charge upon termination of the Agreement. The early termination charge will equal the monthly recurring Rate times the number of months remaining in any CPE Term after the termination of the Agreement, in addition to all unpaid amounts for CPE provided through the date of termination. Customer acknowledges that any charges for early termination under this Agreement represent reasonable liquidated damages, not a penalty.
1.3.3 In addition to Section 3.4 of the Agreement, upon 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 turn off the CPE remotely without additional notice.
1.3.4 Customer will provide or coordinate with the owner of the Customer Designated Location to provide IntelePeer with, depending on the building requirements, either access to the Customer Designated Location on a 24×7 basis, or on-site technical support performed at the direction of IntelePeer (“smart hands”) for installation, maintenance or repair of the CPE. As applicable, Customer will allow IntelePeer access to CPE for installation, troubleshooting and warranty replacement as necessary to establish or maintain service.
1.3.5 Customer will not make any alterations, changes, additions or improvements to the CPE without IntelePeer’s prior written consent. Customer will also maintain, at its sole expense, the Worker’s Compensation Insurance, Property Insurance, and Commercial General Liability Insurance sufficient to cover any damage or injury to the CPE, or any IntelePeer employee or agent servicing the CPE. Customer will provide (i) no less than thirty (30) days prior written notice to IntelePeer in the event of cancellation of any policy; and (ii) a copy of any Certificates of Insurance demonstrating compliance with these requirements upon request by IntelePeer.
1.3.6 If Customer fails to timely pay the monthly invoiced Rates during the initial CPE Term, or if this Agreement is terminated for any reason during the initial CPE Term, Customer will remove all CPE and return to IntelePeer, at its sole cost.
1.3.7 If the CPE is damaged, lost, stolen or destroyed under any circumstances, the Customer agrees to pay the costs of repairing or replacing the CPE in its Customer Designated Location.
2.1 IntelePeer will provide Rates for the monthly payments on the CPE as outlined in Customer’s IntelePeer Solution Summary.
2.2 IntelePeer will invoice Customer monthly recurring charges for the CPE, and use of the associated software, pursuant to the Rates and the associated CPE Term as set forth in the Solution Summary.