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Inteliquent Cloud Connected PSTN Agreement

These agreements are for Inteliquent Cloud Connected PSTN for Webex Calling and related free trials.

View the Trial Agreement

Inteliquent Cloud Connected PSTN Agreement

This Inteliquent Cloud Connected PSTN Agreement (the “Agreement”) is entered into between Inteliquent, Inc. (together with its affiliates providing the Services defined below, “Inteliquent” or “Carrier”), a Delaware corporation with its principal place of business located at 550 West Adams, Suite 900, Chicago, IL 60661 and the party receiving Services (as defined herein) from Inteliquent (together with its affiliates, “Customer”). For purposes of this Agreement, Inteliquent and Customer are referred to individually as “Party” and collectively as the “Parties”. Customer is responsible for the usage of its affiliates. Customer acknowledges and accepts this Agreement is binding and effective on the date (“Effective Date”) that Customer executes a service order (“Service Order”) pursuant to the Services offered in this Agreement or any attachments thereto.

Background:

A. Inteliquent provides various types of communications services as part of its suite of voice and text messaging products and solutions. Customer is an end user of Cisco Webex1 Services.

B. The Parties desire that Inteliquent provide Customer with the Services more specifically described below.

Agreement:

Intending to be legally bound, the Parties agree as follows:

1. SERVICES

1.1 Inteliquent will provide and Customer will pay for those services (“Services”) set forth in any service schedule, exhibit or addendum (each, a “Service Schedule”) attached hereto or subsequently added to this Agreement and incorporated herein. The Services provided may be used only as expressly authorized under the applicable Service Schedule(s) by Customer, or any affiliate of Customer or any customer of Customer. The Parties agree that in the event of any conflict or inconsistency, the terms and conditions set forth in the Service Schedule(s) will prevail over the terms and conditions of this Agreement. Inteliquent may modify the terms of this Agreement at any time.

1.2 The following Service Schedules, attached and integrated hereto, contain service descriptions as well as service-specific terms and conditions:

(i) Exhibit A: Cloud Connected PSTN VoIP TN and Inbound Calling Services
(ii) Exhibit B: Cloud Connected PSTN Toll Free Services
(iii) Exhibit C: Cloud Connected PSTN Domestic Local, Long Distance, and International Long Distance Services

2. TERM

The term of this Agreement will commence on the Effective Date and remain in full force and effect for the longer of (i) three years or (ii) the date of expiration of the last surviving Service Schedule(s), Addendum or Service Order entered into pursuant to this Agreement. Upon expiration of the term of one or more Service Order(s), the Service Order(s) will automatically continue on a month-to-month basis under the terms and conditions (including rates) then in effect, during which time either Party may terminate the Service Order(s) upon thirty (30) calendar days’ prior written notice to the other Party. Inteliquent may also change the rates on 30 days’ notice during any month-to-month term, unless a shorter period is set forth in the Service Order.

3. TERMINATION/ DEFAULT

3.1 Inteliquent may, without notice, discontinue Services, cancel an application for Services or terminate this Agreement or any Service Order without any liability for any of the following reasons: (a) Customer fails to pay any amount by the Due Date (defined below) and does not correct such failure within five days of receiving written notice; (b) Customer fails to comply with any other material term or condition of this Agreement that is not corrected within 30 days of receiving written notice; (c) a violation by Customer of any law, rule or regulation of any governing authority having jurisdiction over the Services; (d) prohibition against Inteliquent furnishing the Services by any competent court or government authority; (e) for usage by Customer beyond the credit limit set by Inteliquent, if any, and Customer fails to provide within two days of receipt of written notice a security deposit in an amount requested by Inteliquent in its sole discretion; (f) Customer provides false or misleading credit information; or (g) Customer uses any Service(s) in such a manner as to interfere unreasonably with the use of Service(s) by other Inteliquent customers or authorized users.

3.2 Upon termination of this Agreement, all documentation, software, data and other materials of any kind belonging to Inteliquent in the Customer’s possession and any copies thereof will be returned to Inteliquent or destroyed and certificated as such by an officer of the Customer.

3.3 Product Termination by Cisco. Inteliquent may terminate this Agreement for convenience, for no reason or for any reason, upon fourteen (14) days’ written notice of termination to Customer. Inteliquent may also terminate this Agreement and the Services immediately and without notice, upon Cisco’s material modification, suspension or termination of the underlying services. Inteliquent agrees to use commercially reasonable efforts to reduce any negative impact on Customer’s communication services. Customer will not incur termination liability if Cloud Connected PSTN Service is discontinued by Cisco, but agrees to pay any outstanding invoices and prorated Service and usage charges incurred prior to date of termination. INTELIQUENT DISCLAIMS ANY AND ALL LIABILITY ARISING UNDER THE TERMINATIONS REFERENCED IN THIS SECTION.

4. RESPONSIBILITIES OF PARTIES

4.1 Inteliquent will provide, maintain and support the Service(s) at the price and terms set forth in the Service Schedule(s) or subsequent Service Orders related thereto. Customer will (i) pay all charges for the Service(s) set forth in the individual Service Schedule(s) or Service Orders; (ii) obtain, configure, and manage services from Cisco that utilize Cloud Connected PSTN Services, as well as provide any cooperation reasonably required by Inteliquent for the provision of the Service(s); and (iii) report malfunctions of the Service(s) to Inteliquent as soon as reasonably practicable.

4.2 The interconnection point for the Services between Inteliquent and Cisco is managed by Inteliquent. Interconnection between the Customer and Cisco Webex Services is the responsibility of the Customer. Carrier has no responsibility for any service problems related to Customer’s interconnection to Cisco or any service problems with Cisco Webex Services.

5. CHARGES FOR SERVICES

5.1 Customer will make all payments due to Inteliquent within thirty calendar days of the date of Inteliquent’s invoice (the “Due Date”). If Inteliquent incurs any expenses in collecting payments due under this Agreement, including but not limited to reasonable attorney’s fee or fees associated with a collection agency, Customer acknowledges and agrees that Customer is responsible for payment of such expenses. Fraud does not excuse Customer’s payment obligations.

5.2 From time to time, Inteliquent may establish a monthly credit limit. Inteliquent, at its election, will not provide Services in excess of the monthly credit limit.

5.3 If any undisputed amount due under this Agreement is not received by the applicable Due Date, in addition to its other remedies available hereunder, Inteliquent may in its sole discretion (i) impose a late payment charge of the lower of 1.5% per month or the highest rate legally permissible (such late charge will be payable upon demand by Inteliquent); and/or (ii) require the delivery of a security deposit, as a condition of the continued availability of the Services. Customer hereby authorizes Inteliquent to make any investigations of credit worthiness of Customer that Inteliquent deems necessary. Inteliquent may require a security deposit prior to commencing the provision of any Services. Inteliquent may apply the security deposit against any outstanding amounts and require that Customer replenish the security deposit if so applied. The charges set forth herein do not include any surcharges, fees, taxes or governmental charges and Customer will pay all these additional amounts, except to the extent a valid exemption certificate is provided to Inteliquent. Customer acknowledges and agrees that the treatment of some Services may change, and as a result, additional amounts, such as universal service fund charges, that may not apply on the Effective Date may subsequently apply.

5.4 If Customer wishes to dispute any charges due under this Agreement, Customer must do the following: (i) all disputes must be in writing and specifically identify the invoice and the amounts disputed; (ii) such written notice must be received by Inteliquent no later than 60 days from the date of invoice otherwise such invoice shall be deemed to be correct and binding upon Customer; and (iii) Customer may not withhold any amounts in dispute. Any amounts unpaid by Customer, including disputed amounts, are subject to any other remedies available to Inteliquent.

6. INTELLECTUAL PROPERTY

All right and title to, and interest in, any intellectual property, including all modifications, enhancements, improvements, alterations or updates, utilized by Inteliquent or licensed to Customer by Inteliquent to provide the Service(s) pursuant to this Agreement, belong to Inteliquent or the third party from whom Inteliquent procures such intellectual property. Unless specifically stated in this Agreement or related Service Schedule(s), no licenses, expressed or implied, under any patents, copyrights, trademarks, or other tangible or intellectual property rights are granted by Inteliquent to Customer under this Agreement.

7. COMPLIANCE

Customer acknowledges and agrees that the services offered by Inteliquent are subject to: (i) compliance with all applicable laws and regulations; (ii) Inteliquent’s filed and effective tariffs (“Tariff”), the general terms of which will also apply to all services provided under this Agreement; and (iii) any regulatory authorizations.

8. EARLY TERMINATION

If Customer terminates this Agreement (or any Service Schedule) for its convenience or if Inteliquent terminates this Agreement (or any Service Schedule) pursuant to Section 3.1, the Parties acknowledge that Inteliquent’s damages will be difficult to ascertain. Therefore, Customer agrees that as liquidated damages, and not as a penalty, the measure of Inteliquent’s damages will be an amount equal to the average of all monthly amounts paid under the Service Schedule(s) being terminated in the six months (or the average of all monthly periods the Service Schedule has been in effect if less than six-months) before the termination became effective multiplied by the number of months remaining in the term of the applicable Service Schedule(s). Customer will promptly pay Inteliquent after receiving an invoice identifying the applicable amount.

9. DISCLAIMER OF LIABILITY; LIMIT ON LIABILITY

9.1 EXCLUDING PAYMENT AND INDEMNITY OBLIGATIONS, NEITHER PARTY NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ASSIGNS, WILL BE LIABLE TO THE OTHER OR ANY THIRD PARTY, INCLUDING ANY CUSTOMERS OR END USERS, FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, OR FOR ANY LOST PROFITS, LOSS OF BUSINESS OR ANY OTHER PECUNIARY LOSS, ARISING IN ANY WAY OUT OF OR UNDER THIS AGREEMENT, WHETHER IN TORT, CONTRACT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 IF INTELIQUENT IS EVER HELD LIABLE IN RELATION TO THIS AGREEMENT AND WHETHER THE CLAIM IS UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, INTELIQUENT’S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO PROVEN DIRECT DAMAGES AND WILL NOT EXCEED THE GREATER OF (i) THE TOTAL AMOUNT PAID BY CUSTOMER TO INTELIQUENT IN THE THREE MONTHS PRIOR TO THE EVENT OR EVENTS IN QUESTION; OR (ii) $50,000.

10. DISCLAIMER OF WARRANTIES

10.1 Each party warrants that it complies with all applicable laws, rules and regulations applicable to it in connection with this Agreement.

10.2 EXCEPT FOR THE FOREGOING, INTELIQUENT MAKES NO WARRANTY TO CUSTOMER, OR ITS CUSTOMERS, END USERS, OR ANY OTHER PERSON, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS, TITLE, NONINFRINGEMENT, QUIET ENJOYMENT OR QUIET POSSESSION AND ANYTHING PROVIDED OR USED HEREUNDER, AS A RESULT OF THIS AGREEMENT.

11. CONFIDENTIALITY

11.1 Except as provided below, the Parties will not, directly or indirectly, disclose any information concerning the other’s business methods, customers or finances, or any other information which is disclosed to it by the other Party in connection with this Agreement, whether or not in writing and whether or not designated as confidential, without the prior written permission of the disclosing Party (“Confidential Information”). The terms and conditions of this Agreement are deemed to constitute nonpublic Confidential Information subject to the terms of this Section. Inteliquent will only use personal information disclosed to it hereunder in order to provide the Services. Each Party acknowledges that any breach of its obligations under this Section will cause irreparable harm to the other for which its remedies at law will be inadequate and that, in the event of any such breach, the offended Party will be entitled to injunctive or comparable equitable relief (including without limitation, injunctive relief and specific performance) in addition to other remedies provided hereunder or otherwise available.

11.2 The receiving Party will only disclose Confidential Information received from the other Party to its employees and contractors who have a need to know and who are bound by confidentiality obligations at least as strict as those contained in this Section.

11.3 The obligations of the Parties under this Section 11 do not apply to any information that (i) as shown by reasonably documented proof, was in the other’s lawful possession without restriction on use or disclosure prior to receipt thereof from the disclosing Party; or (ii) as shown by reasonably documented proof, was received by one Party in good faith from a third party not subject to a confidential obligation to the other Party and without breach of this Agreement; or (iii) now is or later becomes part of the public domain through no breach of a confidential obligation by the receiving Party; or (iv) was developed by the receiving Party independently from and without the developing person(s) having access to any of the information received from the other Party.

11.4 The receiving Party may disclose Confidential Information pursuant to a lawful requirement or request from a court or governmental agency (including by way of stock market rule or regulation); provided that prior to making any disclosure, the receiving Party will (a) give the disclosing Party written notice, to the extent commercially practicable and not otherwise prohibited by law, sufficient to allow the disclosing Party to seek a protective order or other appropriate remedy and (b) disclose only that portion of the Confidential Information it is required to disclose, in the opinion of its counsel, to comply with such legal requirement, and will use commercially reasonable efforts to obtain confidential treatment for any of the Confidential Information so disclosed.

11.5 In addition:

(i) neither Party will announce the execution of this Agreement without the consent of the other Party to this Agreement;

(ii) neither Party will include the other Party’s name in any advertising, sales promotion, or other publicity materials without prior written approval; except that

(iii) Inteliquent may include and publish Customer’s name on Inteliquent’s customer list without Customer’s prior written approval.

12. INDEMNIFICATION

Customer agrees to defend, at its own expense, and indemnify and hold harmless Inteliquent and its subcontractors (collectively the “Inteliquent Indemnitees”), from and against any third party claims, suits, damages and expenses asserted against or incurred by any of the Inteliquent Indemnitees arising out of or relating to: (i) Customer’s use of any Services or related products, data and documentation provided to Customer hereunder, including where the same results in a violation of any law or regulation (e.g., the Telephone Consumer Protection Act); and (ii) Customer’s connection of any Inteliquent product or service to any third party service or network, including without limitation, damages resulting from unauthorized use of, or access to, Inteliquent’s network and (iii) Customer’s Equipment (as defined below) or Tools and Applications (as defined below). Notwithstanding any other provision of this Agreement, Customer will pay all damages, settlements, expenses and costs, including costs of investigation, court costs and reasonable attorneys’ fees and costs (including allocable costs of in-house counsel) incurred by Inteliquent Indemnitees as set forth in this Section, including, without limitation, reasonable attorneys’ fees and costs (including allocable costs of in-house counsel) incurred in successfully enforcing the terms of this Agreement.

13. ON-LINE ACCESS AND APPLICATION TOOLS

13.1 Customer has the sole and exclusive responsibility for the installation, configuration, security (including firewall security), and integrity of all Customer facilities, systems, equipment, proxy servers, software, networks, network configurations and the like (the “Customer Equipment”) used in conjunction with or related to the Service(s) provided by Inteliquent, including, without limitation, Customer’s connectivity to Cisco or any third party.

13.2 If Inteliquent grants Customer access, either by online access, by API or access by any other means, to a service ordering/management system and/or any other tools and applications or computer software in connection with the Service(s) or the use of any Service(s) (collectively, the “Tools and Applications”), the following apply:

(i) Subject to Customer’s compliance with this Agreement, Inteliquent grants Customer a non-exclusive, non-transferable license to use such Tools and Applications solely in connection with Customer’s use of the Service(s) during the term. Customer will not, directly or indirectly: (A) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Tools and Applications; (B) modify, translate or create derivative works based on the Tools and Applications; (C) rent, lease, distribute, sell, resell, assign, display, host, outsource, disclose or otherwise commercially exploit or otherwise transfer rights to the Tools and Applications or make the Tools and Applications available to any third party; (D) use the Tools and Applications for timesharing or service bureau purposes or otherwise for the benefit of a third party; (E) remove any proprietary notices or labels on any Tools and Applications; or (F) copy, reproduce, post or transmit any Tools and Applications in any form or by any means, including, without limitation, electronic, mechanical, photocopying, recording or other means.

(ii) The Tools and Applications are Inteliquent’s (or its licensor’s intellectual property). Nothing in this Agreement gives Customer any right or license to any Inteliquent intellectual property.

(iii) Customer is fully and exclusively responsible for all information accuracy, charges, costs, transactions, and activities conducted through or with such Tools and Applications. Customer is fully and exclusively responsible to safeguard, monitor, manage, and maintain access to the Tools and Applications, and to only allow authorized use of the Tools and Applications to persons that Customer designates. Customer retains full and sole responsibility for all charges for the Service(s) even if incurred in connection with fraud or unauthorized access.

14. ASSIGNMENT

Neither this Agreement nor any right or obligation hereunder may be assigned, delegated or otherwise transferred, in whole or part, by either Party without the prior express written consent of the other Party, except that either Party may assign this Agreement without consent to any affiliate or to any party acquiring substantially all of the assets to which this Agreement relates. Notwithstanding the foregoing, Customer’s attempted assignment to an affiliate or a purchaser will be void if such party is not creditworthy.

15. NOTICE

All notices required under this Agreement will be given in writing and either (i) hand delivered, (ii) sent by email, or (iii) delivered by a nationally recognized next business day courier, postage paid, in all cases to the address listed below for Carrier, to Service Location Address as specified on Service Orders for Customer. If Customer’s address is a post-office box, Inteliquent may send any written notice by U.S. mail. Notices will be deemed received on the date of delivery or when delivery is refused; provided, however, that if notice is sent by email and received after 5:00 p.m. in the time zone of the recipient or on a non-business day, the notice will be deemed received on the next business day. A Party may change its notice address using the notice procedures described in this Section. Customer’s rate change notice email address will be the Billing Contact email address provided by Customer.

If to Carrier:
Inteliquent, Inc.
550 West Adams Street, Suite 900
Chicago, IL 60661
Attn: Legal Department

16. FORCE MAJEURE

Other than payment, neither Party shall be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, to the extent that the same is caused by any cause beyond that Party’s reasonable control (a “force majeure event”). The Party experiencing the force majeure event shall use reasonable efforts under the circumstances to avoid, limit and remove such causes of nonperformance and shall proceed to perform with reasonable dispatch whenever such causes are removed or cease. Notwithstanding the foregoing, if a force majeure event results in an interruption of the Services for more than 30 consecutive days, the requesting Party may immediately thereafter terminate the affected Services by notice to the other Party and without liability for any early termination fee or charge, so long as such termination occurs prior to the cessation of the force majeure event.

17. MISCELLANEOUS

17.1. Independent Contractors: The Parties are separate and independent legal entities, and independent contractors as to each other and under this Agreement.

17.2 Severability: If any provision of this Agreement is invalid or unenforceable under applicable law, that provision will be ineffective only to the extent of such invalidity, without affecting the remaining parts of the provision or the remaining provisions of this Agreement. The Parties agree to negotiate any such invalid or unenforceable provision to the extent necessary to render such part valid and enforceable.

17.3 Applicability of Tariffs and AUP: Except as may be set forth herein, nothing modifies any Inteliquent tariff in any manner, which tariffs are incorporated herein to the extent required by law. Any AUP (Acceptable use Policy) that may be posted to Carrier’s website applies to the Services.

17.4 No Waiver: The failure of either Party to give notice of default or to enforce or insist upon compliance with any term or condition of this Agreement does not constitute a waiver of the default of any term or condition of this Agreement.

17.5 Survival: The Parties agree that those provisions of this Agreement that should survive its termination or expiration in order to effectuate the intentions of the Parties do extend beyond its expiration or termination.

17.6 Choice of Law: The Parties agree that this Agreement will be governed by, interpreted, and construed in accordance with the laws of the State of New York without regard to choice of law principles. Exclusive venue for any and all actions arising out of or related to this Agreement will be in the federal or state courts located in Cook County, Illinois.

17.7 Changes: No changes or modifications to these terms and conditions will be effective unless in writing signed by the Party against which enforcement is sought.

17.8 Disclosure of Customer Proprietary Network Information (“CPNI”) and Other Information: The Parties acknowledge and agree that as between Inteliquent and Customer, Inteliquent will not have information related to the identity of the end users using any telephone numbers (“TNs”) assigned to Customer under this Agreement. If Inteliquent receives complaints or information requests from governmental agencies or third parties regarding TNs assigned to Customer or Customer’s use of the Services, Customer acknowledges and agrees that Inteliquent can reveal Customer’s CPNI and other information so as to allow the complaining party to directly contact Customer to resolve any such matters.

17.9 Change in Law: If any federal, state or local statute, rule, order, regulation or order by a court of law or regulatory authority, ILEC tariff change, or anything similar to the foregoing effects a change (a “Change in Law”) which has a material adverse impact upon either Party under this Agreement, then the Parties will use reasonable efforts to revise this Agreement so that such Party is no longer impacted in a material adverse fashion and preserves, to the maximum extent possible, the respective positions of the Parties. If the Parties are unable to agree upon revisions to this Agreement in accordance with the above, then the Party impacted in a material adverse manner shall have the right, at its sole discretion, to cease performance of the obligation(s) that is materially and adversely affected upon prior written notice.

Cloud Connected PSTN Service Schedule

Exhibit A – Cloud Connected PSTN VoIP TN and Inbound Calling Services

This Cloud Connected PSTN Service Schedule (this “Service Schedule”) is made under the Inteliquent Cloud Connected PSTN Agreement (the “Agreement”) between the Parties. This Service Schedule will be effective upon the execution of a Service Addendum or Service Order pursuant to the Services described in the Exhibit (the “Effective Date”).

1. Definitions.

Capitalized terms will have the meanings ascribed to them below or elsewhere in the Agreement or this Service Schedule, as applicable.

1.1 “Cisco Webex Services” means the Cisco communications-as-a-service product that the Customer is obtaining directly from Cisco.

1.2 “Call Time” means the interval between the answer signal from the called party and the disconnect signal from either direction, rounded to the nearest second.

1.3 “Carrier” means Inteliquent, Inc. or one of its affiliates.

1.4 “CDR” means call detail record.

1.5 “CNAM” means caller identification with name.

1.6 “Inbound Calling” means a Service that connects both inbound local calls and long-distance calls (except inbound collect calls and third-party calls) from a calling party to a Customer’s TN.

1.7 “MRC” means monthly recurring charges.

1.8 “NRC” means non-recurring charges.

1.9 “Offered Rate Centers” means those certain Rate Centers served by Carrier and identified on the Inteliquent Portal.

1.10 “Cloud Connected PSTN Portal” means Carrier’s online order entry systems, bulk upload systems or API (or its successor) for ordering Inteliquent Services for use with Cisco Webex Services.

1.11 “PSTN” means public switched telephone network.

1.12 “Rate Center” means a uniquely defined geographical area that is associated for telecommunications industry billing purposes with one or more specific NPA/NXX codes.

1.13 “Service” means the services described in Sections 2 and 6.

1.14 “Subscriber Location Information” means the Subscriber’s postal address information which has been pre-validated by Customer using the Carrier Portal or API and sent by the Customer in the 9-1-1 call SIP invite to Carrier (in a manner and format designated by Carrier).

1.15 “Subscriber Record” means a pre-provisioned database record which Customer has validated and provisioned using the Carrier Portal or API and which includes a minimum of the entity name, postal address, and the TN of a Subscriber.

1.16 “Subscriber Service Address” means the Subscriber Location Information if sent by Customer to Carrier with the 9-1-1 call SIP invite, or if not, means the Subscriber Record.

1.17 “Service Order” means a request from Customer to provide a service or feature as outlined in this Schedule

1.18 “TN” means the telephone number assigned by Carrier to Customer.

1.19 “Total Minutes” means the total seconds of Call Time of all calls that terminate in a Billing Cycle divided by 60 and rounded up to the nearest minute.

1.20 “VoIP” means voice over internet protocol.

1.21 “Billing Contact” means Customer provided contact information for billing purposes as indicated on applicable Service Orders.

2. Services.

2.1 Service Descriptions. Customer may receive Cloud Connected PSTN Services by ordering a combination of TNs with usage-based Inbound Calling as described in this Exhibit. In no event may the Services be used for Inbound Calling terminating to a calling card platform (or any similar service by which calls are re-originated). The Services include the following:

a. “Metered Inbound”. A Service whereby Carrier provides Inbound Calling to Customer utilizing TNs exclusively by Carrier. Metered Inbound Calls will be rated with six (6) second intervals.

b. Local Number Portability (or “LNP”).

i. Port-In. Carrier can port-in existing Telephone Numbers registered to another carrier upon request. Customer represents and warrants that Customer has all rights and authorizations required for the porting. Customer must provide necessary documentation before the port request will be processed.
If Customer changes a requested service activation date such that Carrier incurs charges from a donating carrier for Local Number Portability order change, cancellation, or snapback, Carrier will charge Customer any fees or charges incurred as a result of such request. If Customer ports out a number in error, Carrier will charge Customer any fees or charges incurred to retrieve or snapback the number from the winning carrier.

ii. Port-Out. Upon receipt of a request from a third-party to port a Customer’s TN to another carrier (“Port-Out Request”), Carrier may port such TN as requested and Customer agrees that Carrier will have no liability to Customer for the porting out of such TN. Non-recurring “Port-Out Fees” may be incurred upon receipt by Carrier of the Port-Out Request and Customer agrees to pay such Fees in accordance with this Service Schedule. Carrier provides Customer the ability to “Pin Protect” its Onnet TNs to avoid slamming of Customer’s TNs.

Carrier retains ownership and is the customer of record for Carrier-provided Telephone Numbers used with Services. Unless required by law, Carrier reserves the right to refuse porting of Carrier-provided Telephone Numbers unless Customer has paid for the number at least ninety (90) days.

c. Directory Listing (“Directory Listing” or “DL”). Simple Directory Listing service is available for Customer TNs in the Services portal, providing the Customer’s TN, name and/or address (“Primary Listing”) to: (i) directory assistance and the local white pages (or similar directory). Customer represents and warrants that it is the end user of the TN for which the DL was requested. Customer expressly agrees that Carrier will have no liability to Customer, for any claims, damages or expenses arising from or related to a DL that Carrier performs, fails to perform or incorrectly performs. DLs may not be available if the address of the DL is outside of the DL provider’s coverage. Customer will be solely responsible for adhering to state laws and rulings regarding DLs and for configuring applicable DL information. Carrier is not liable for any claims for harm or damages relating to errors or delay in publication of Customer’s DL information. Placement of DL to DL Provider may take place up to ninety (90) days after submission by Customer.

d. CNAM. Caller identification with name (or CNAM) allows a Customer to identify the TN and name of the calling party. CNAM Services are included as part of the Cloud Connected PSTN Service. Carrier will have no liability to Customer in the event CNAM is not accurate or available at all times.

e. CNAM Data Entry. Carrier will populate the CNAM database with the applicable information that has been configured by Customer in the Webex Cloud Calling Service portal. Customer is solely responsible for ensuring the accuracy of the information provided to Carrier via portal configuration and Carrier makes no representation or warranty that CNAM calls that query the CNAM database will result in a correct CNAM listing. Customer agrees to adhere to industry standards, laws, rules and regulations relating to CNAM, including the Truth in Caller ID Act.

f. TN Service. A Service where Carrier provides Inbound Calling for TNs ported in or purchased by Customer on the Cloud Connected PSTN Portal. Pricing for TN Service is identified in Appendix A or subsequently executed Service Orders.

Carrier reserves the right to reclaim Carrier-provided Telephone Numbers that are underutilized or are associated with accounts that are suspended due to non-payment, suspected fraud, or abuse, upon sixty (60) days’ notice.

2.3 CDR. Carrier will use commercially reasonable efforts to provide accurate CDRs, although CDRs may not be available on all Services.

2.4 Service Limitations. Carrier makes no representation or warranty that Service will be available at all times and will have no liability to Customer in the event a Service is temporarily unavailable. Customer’s sole and exclusive remedy is Service deactivation.

2.5 Service Exclusions. Customer will not use the Service for: (i) high-volume traffic with short call durations and (ii) inbound collect calls (collectively, “Excluded Service”). Carrier will have no liability to Customer for any Excluded Service.

2.6 Acceptable Use Policy. Carrier’s Acceptable Use Policy posted on Carrier’s website applies to the Services (as it may be amended from time to time).

3. Fees, Billing and Payment.

The following Section applies only to Services purchased via this Service Schedule.

3.1 Fees Based on the Price List. Unless otherwise specified on a subsequent amendment or Service Order, Customer will pay the fees for the Services set forth on Appendix A and incorporated herein by this reference. Carrier may change any fees by providing Customer with at least thirty (30) days written notice (email sufficient). Customer will incur MRC and NRCs, as applicable, upon the Acceptance Date (defined below) or activation of the Service.

3.2 Monthly Minimum Fees. The “Minimum Monthly Fee” that Customer must meet is identified on Appendix A. The aggregate total of all 1) MRCs and usage charges under (i) this Service Schedule or (ii) any separate services schedule(s) for voice termination and Toll-Free (8XX) services and 2) Transit and Termination Fees under any messaging agreement between the parties will contribute to the calculation of the achievement of the Minimum Monthly Fee. In addition to the NRCs, each month, Customer will pay to Carrier the greater of (a) the Minimum Monthly Fee or (b) the actual MRCs and usage charges. Notwithstanding the foregoing, the Minimum Monthly Fees will not apply until the first full calendar month after the expiration of the Minimum Monthly Fee Ramp Period” (as set forth on Appendix A). The Minimum Monthly Fee Ramp Period will start on the Effective Date.

4. Ordering / Deactivating Service.

4.1 Ordering. The following process will be used:

a. TN Activation. Customer may order Carrier-provided TNs or port in existing Customer TNs associated with specific geographic areas. Any Service Fees associated with TNs (new or ported in) will begin once TNs are active and available for Customer’s use. Carrier may restrict the amount of TNs available to Customer by specific geographic area or Rate Center.

4.2 Service Deactivation. To deactivate a TN, Customer must remove the TN from service within the portal. The date of such removal is the “Deactivation Date.” Customer will remain liable for all Fees incurred up to and including the Deactivation Date.

5. Termination Charge.

5.1 Customer Termination. Customer may terminate this Service Schedule, subject to the following notice periods and payment obligations. Termination of this Service Schedule will occur thirty (30) days after receipt of Customer’s notice, at which time Customer will pay Carrier a termination charge equal to the sum of one hundred percent (100%) of the remaining Minimum Monthly Fees that would have been incurred for the remainder of the Service Term (the “Termination Charge”), plus all Fees incurred prior to the date of termination. Customer may terminate this Service Schedule during the Minimum Monthly Fee Ramp Period without paying the early Termination Charge. Customer agrees that the Termination Charge is a genuine estimate of the actual damages that Carrier will suffer and is not a penalty.

6. 9-1-1 Services.

6.1 9-1-1 Nomadic Service Description. A Service that allows Subscribers to contact emergency services for TNs (for purposes of this Section, TNs include TNs provided by Carrier and Customer designated TNs provided by third party carriers). 9-1-1 Nomadic Service includes E9-1-1 Service and/or Basic 9-1-1 Service as determined by the capabilities of the Service and of the Public Safety Answering Point (“PSAP”). E9-1-1 Service means that a 9-1-1 call is routed to the PSAP assigned to the Subscriber’s Service Address (as communicated to Carrier hereunder) and information regarding the Subscriber’s Service Address, as provided to Carrier by Customer, is provided to the PSAP. “Basic 9-1-1 Service” means that a 9-1-1 call will be routed to the PSAP assigned to the Subscriber’s Service Address (as communicated to Carrier by Customer) but such call will not provide to the PSAP the caller’s location information and/or call back number.

6.2 9-1-1 Nomadic Service Delivery. Customer will obtain and maintain accurate Subscriber information and promptly configure and maintain such information in the Cloud Connected PSTN Portal so that Carrier can provide such Customer-provided information to applicable databases. Customer will configure an accurate Subscriber Service Address for every Subscriber. Customer will also promptly provide any necessary updates to a Subscriber’s Service Address. 9-1-1 Nomadic Services will not function until the Subscriber Record associated with the Subscriber has been validated by Carrier. Customer will cooperate with Carrier so that such inputs may be performed at the time of Carrier Service activation for each TN with 9-1-1 Nomadic Service. If Carrier (a) receives a 9-1-1 call from Customer without either a TN that has been pre-provisioned in Carrier database and Subscriber Record, or (b) sends invalid or unvalidated Subscriber Location Information, then Carrier will route the call to an emergency call center and Customer will be responsible for paying the 9-1-1 Manual Event fee identified in Appendix A for all such calls.

6.3 9-1-1 Nomadic Service. Customer will fulfill all its obligations with respect to 9-1-1 Nomadic Service through the Cloud Connected PSTN Portal. Customer will not provide service to a Subscriber on an Active TN and will not activate a TN that is intended to have 9-1-1 Nomadic Service until all the information required to provide 9-1-1 Nomadic Services has been validated by Carrier. Carrier may reject a request for 9-1-1 Nomadic Service after it has been submitted to Carrier for processing for various reasons, including rejection for address validation failures. Carrier may also propose or make modifications to Customer supplied Subscriber Service Address information as part of its address validation process. Customer is solely responsible for verifying for accuracy any modifications proposed or applied by Carrier to Customer supplied Subscriber Service Address information. Customer may specify 9-1-1 Nomadic Services on a per-TN basis. When providing 9-1-1 service to any Multi-Line Telephone System (“MLTS”), Customer must comply with all applicable laws, regulations and/or industry standards established to address caller location issues in an MLTS situation. It is Customer’s sole responsibility to correctly identify which TNs will and will not receive 9-1-1 Nomadic Services from Carrier.

6.4 9-1-1 Nomadic Service Functional Limitations. Customer acknowledges that 9-1-1 Nomadic Services will not function, or will not function properly, in the following situations: (i) if a Subscriber attempts to place a 9-1-1 call from any location other than the Subscriber’s Service Address as communicated to Carrier by Customer; (ii) if power is disrupted at the Subscriber Service Address; (iii) if Internet connectivity is disrupted at the Subscriber Service Address; (iv) if service to a Subscriber is cancelled or suspended for any reason (e.g., payment default); (v) if Subscriber provides Carrier with incorrect or invalid Subscriber Service Address information; (vi) if Subscriber fails to promptly notify Customer or Customer fails to promptly notify Carrier of any update to Subscriber’s Service Address information; (vii) if equipment provided to or used by the Subscriber in connection with Carrier Service malfunctions or is improperly installed or configured; (viii) if Customer routes a 9-1-1 call to Carrier on a different trunk group than that which Carrier has designated for 9-1-1 Nomadic Service; (ix) if Customer attempts to send Subscriber Location Information without previously testing integration with Carrier and informing Carrier of its intent to send Subscriber Location Information, so that the proper configurations can be applied to Service; or (x) if the Cisco Webex Service fails to route 9-1-1 calls to Carrier because of, without limitation, service suspension, deficiency, outage, misconfiguration, or any other failure. 9-1-1 Nomadic Services may not be available in all locations that support 9-1-1 calling. If Carrier has agreed to provide 9-1-1 Nomadic Service to Customer for PSAPs that Carrier is only supporting Basic 9-1-1 Service for, then Carrier will only be obligated to provide Basic 9-1-1 Service and not E9-1-1 Service.

6.5 Indemnification. Customer will indemnify and hold harmless Carrier against any and all damages, claims and expenses resulting from Subscriber’s or Customer’s failure to comply with all of the requirements described in Section 6, including without limitation: (i) any 9-1-1 calls routed to Carrier on the wrong Trunk group; (ii) Customer’s incorrect or improper designation of an TN to not receive 9-1-1 Nomadic Service that should have received 9-1-1 Nomadic Service; (iii) failure to strictly comply with Carrier’s process and procedures for designating TN’s to not receive 9-1-1 Nomadic Service; (iv) Customer failing to provision a Subscriber Service Address, Customer provisioning an inaccurate Subscriber Service address, or Customer failing to promptly update a Subscriber Service Address should Subscriber’s Service Address have changed; (v) Customer failing to verify for accuracy any Carrier proposed or applied modifications to Customer supplied Service Address information, and (vi) without limitation, service suspension, deficiency, outage, misconfiguration, or any other failure of the Cisco Webex Service affecting the ability of 9-1-1 calls to route to Carrier

6.6 Manual Intervention. In the event a live operator or manual intervention is required to provide 9-1-1 service to a Subscriber for any reason other than Carrier’s negligence or failure to comply with this Service Schedule, Customer will be responsible for the “9-1-1 Manual Event” per call fee. In addition, Customer will be responsible for the 9-1-1 Manual Event per call fee, even if manual intervention was not required so long as the call results in an NRF (No Records Found).

7. Legal Requirements.

7.1 Emergencies. If Carrier receives a valid request from a law enforcement agency for temporary number change, temporary disconnect, or one-way denial of outbound calls for a TN associated with Customer, to the extent such request is related to Carrier’s facilities, Carrier will comply with a valid emergency request. Carrier will not be liable for any claims, damages, or penalties arising from complying with such requests.

7.2 Call Intercepts. Customer agrees to comply with applicable lawful intercept regulations.

8. Authorization / Use of the Inteliquent Portal.

Customer is authorized to use the Cloud Connected PSTN Portal to manage its account and Services ordered from Carrier and for no other purpose. Customer will be solely responsible for all activities on the Cloud Connected PSTN Portal under Customer’s account or password. Customer may authorize a third party to manage its account with a valid letter of agency, but Customer remains responsible for all activities of authorized users. Carrier may withdraw Customer’s authorization at any time without notice.

9. Maintenance Notifications.

9.1 Scheduled Maintenance. Carrier may, upon 72 hours’ notice, suspend the provision of all or any of the Services to the Customer during the Maintenance Window (defined below), to maintain, test or configure the Services, to upgrade hardware or software, increase capacity or to perform such other non-emergency work as Carrier may determine is necessary or appropriate (“Scheduled Maintenance”). The “Maintenance Window” means 12:00 a.m. to 6:00 a.m. (local time) and certain scheduled weekends, as required. Scheduled Maintenance may degrade the quality of Services or cause an Outage.

9.2 Emergency Maintenance. Carrier may, without notice, perform work at any time to correct, replace or repair network conditions which are likely to cause an Outage, and which require immediate correction (“Emergency Maintenance”). Emergency Maintenance while being conducted, may degrade the quality of the Services or cause an Outage.

Appendix A

Default VoIP TN and Inbound Calling Price List / Monthly Minimum Fees

Product Name Domestic United States
Including Alaska and Hawaii
Canada
Webex – Local DID MRC per TN $3.00
Webex – E911 Emergency Service per TN Included
Webex – E911 Emergency Service Manual Event Per Call* $75.00
CNAM DIP NRC per Call Included
CNAM Data Entry Included
Simple Directory Listing Included
Webex – Metered Inbound per MOU $0.01
LNP NRC per TN Included
LNP Port Out NRC per TN $2.00
LNP Snap Back NRC per TN $200.00
*9-1-1 Manual Event Call includes NRF (No Records Found)

 

NOTE: ALL SERVICES AND FEES DESCRIBED IN THIS APPENDIX ARE FURTHER DESCRIBED AND SUBJECT TO THE CLOUD CONNECTED PSTN CUSTOMER AGREEMENT AND SERVICE SCHEDULE. PRICING ABOVE DOES NOT INCLUDE ANY TOLL USAGE, TAXES, AND FEDERAL, STATE OR LOCAL SURCHARGES.

Exhibit B – Cloud Connected PSTN Toll Free Services

Pursuant to this Service Schedule and the Cloud Connected PSTN Agreement between Carrier and Customer (the “Agreement”), Customer hereby subscribes to Inteliquent’s Cloud Connected PSTN Toll Free Service (as more specifically described in Section 2 below).

1. Definitions. The definitions in the Agreement apply to this Service Schedule. In addition, the following terms have the following meanings.

“8XX IP Toll Free Service” or the “Service” means the Service described in Section 2(A).

“ANI” means automatic number identification.

“Customer Voice Application” means the IP voice application provided and used by Customer in connection with 8XX IP Toll Free Service.

“IP” means Internet Protocol.

“CIC” means Carrier Identification Code.

“LATA” means Local Area Transport Area.

“NADP” means the North American Dialing (or Numbering) Plan.

“NASC” means the Number Administration and Service Center.

“Network Ready” means that Customer has completed successfully interoperability testing for the applicable Customer Voice Application.

“PSTN” means the public switched telephone network.

“Responsible Organization” or “RespOrg” means the party hereto that is responsible for managing and administering the account records in the Toll-Free Service Management System Data Base (SMS/800).

“Toll Free Dialed Number” or “TFN” means a telephone number that supports NADP or international toll free dialing plan and is assigned by Carrier to Customer or that Customer ports to Carrier for use with the 8XX IP Toll Free Service.

“POTS” Number is an ordinary 10-digit telephone number, 1-NPA-NXX line number, where NPA is the area code of the region, and NXX is the exchange related to an end office.

“SIP” means Session Initiation Protocol.

“SMS” means the Service Management System.

2. Service Description. The 8XX IP Toll Free Service will be provided in the following manner:

(A) The 8XX IP Toll Free Service is an IP service for PSTN originated calls that terminate to Customer using TFNs. Carrier will deliver voice traffic to Customer via Session Initiation Protocol (“SIP”) signaling.

(B) Cisco Webex Services. Toll Free Service is delivered via Customer obtained and managed Cisco Webex Services. Customer is responsible for connectivity required to interconnect the Customer Voice Application with the Service via (1) the public Internet or (2) a dedicated IP connection at Customer’s expense.

(C) No overflow to PSTN for termination. Toll Free Service is only available via interconnection with Customer’s Cisco Webex Services.

(D) Routing to Toll Free Numbers Only. Customer will associate the Toll Free Numbers with corresponding terminating VoIP TN that is also on the Cloud Connected PSTN Service as described elsewhere in this Service Schedule. Routing to a 10-digit POTS number via PSTN and not on the Webex Service is not allowed.

(E) No Blocking of Payphone Originations. Calls originating from payphones will not be blocked by Carrier. Customer will be responsible for payphone origination charges per call.

3. Customer’s Responsibilities. Customer is strictly prohibited from using the Service with any (i) outbound calls placed by Customer, (ii) routing an emergency service call, (iii) SMS database mapping to ANIs, (iv) directory assistance calls, (v) mass calling events, excessive non-completed and invalid calls and failed calls due to inadequate Customer capacity (subparts (i-v) collectively, “Improper Calls”). In addition to any other remedies it may have, Carrier may take immediate action to prevent Improper Calls from taking place, including without limitation, suspending Service to particular ANIs or terminating Service at a specific affected location.

4. Charges.

(A) Charges for the Cloud Connected PSTN Toll Free Service are comprised of Carrier’s then current usage rates for voice traffic, additional usage-based charges, monthly recurring charges and nonrecurring charges for ancillary services, all as set forth below.

(B) The current billing increments for the 8XX IP Toll Free Service are set forth in the table below. All partial increments shall be rounded up to the next increment.

Originating Destination Initial Billing Increment (seconds) Additional Billing Increments (seconds) Rate per Minute Toll-Free TN MRC CNAM DIP per Call
48 Contiguous United States 6 6 $0.012 $1.50 Included
Alaska 6 6 $0.075
Hawaii 6 6 $0.024
Canada 6 6 $0.020
Canada Yukon Territory 60 60 $0.250
Puerto Rico/USVI 6 6 $0.050

 

(C) Rate Adjustments. The Service rates, charges, surcharges, billing increments and non-recurring charges are subject to change upon seven (7) days’ prior written notice from Carrier.

5. Traffic Jurisdiction Determination. Customer will certify to Carrier that its connections at termination are IP in nature. Jurisdiction for each call will be based on the location of the calling party.

6. Porting. If Customer elects to “port out” any TFN (a “Ported Number”), Customer agrees that until such time as the Ported Number is fully ported to a third party and no further traffic for such Ported Number traverses Carrier’s network, Customer shall remain bound by the terms of this Service Schedule and the Agreement (including Customer’s obligation to pay for the applicable Service) for all calls that are carried to the Ported Number. Porting by Customer of TFNs pursuant to this Section shall in no event relieve Customer of its obligations hereunder, including any financial or usage commitments associated with the Service.

7. Liability. Without limiting the terms of the Agreement, Carrier is not liable for any loss or damage sustained by Customer, its Toll Free subscriber, end users, or any third party by reason of defects or malfunctions in the facilities, hardware or software not provided by Carrier or not directly under its control; or (c) by reason of errors made by NASC in connection with the SMS.

9. RespOrg.

(A) If Carrier Is Acting As RespOrg:

(i) Carrier will be the Responsible Organization for all TFNs. Carrier will manage and administer Customer’s records in the SMS, provided that Customer signs a letter of agency (“LOA”) designating Carrier as the RespOrg for each TFNs. Carrier may require Customer to provide additional or different LOA(s) if the original LOA is not accepted. Carrier’s responsibilities are limited to coordinating data entry, record changes, trouble acceptance, and trouble-shooting referrals and clearances.

(ii) For all TFNs for which Carrier is the RespOrg, Carrier will be Customer’s provider of 8XX Origination based on the area of service requested by Customer.

(iii) For all TFNs for which Carrier is the RespOrg, Carrier will charge Customer a monthly fee per toll free number as shown in the pricing table.

(B) If Customer Is Acting As RespOrg. Customer may elect to be Customer’s own RespOrg using an approved third party RespOrg provider. Customer represents and warrants that by using an approved third party provider that it is the Responsible Organization for all TFNs used in conjunction with the Service and that Customer has authority for any changes in Responsible Organization. Customer will provide copies of letters of authority upon request and defend, indemnify and hold harmless Carrier from any third party claim related to or arising out of any such changes or requests for changes. Customer acknowledges that Carrier may, in the SMS/800 database, request prior approval of a customer record as part of the SMS/800 process, where Carrier’s CIC Code is being used in the customer record.

Exhibit C – Cloud Connected PSTN Domestic Local, Long Distance, and International Long Distance Services

Pursuant to the terms and conditions of Customer’s Cloud Connected PSTN Agreement with Inteliquent and this Exhibit, Customer hereby subscribes to Inteliquent’s Domestic Local and Long Distance Termination Service and International Long Distance Service (the “Service”).

This Service Schedule will be effective on the date the trunks utilized to carry the Local and Long Distance (“LLD”) Service Traffic or the International Long Distance (“ILD”) Service Traffic at the rates described in Section 4 below are available (such date, the “Effective Date”).

1. Definitions:

A. LLD Service Traffic means (a) traffic that originates in a local exchange and terminates in either the same exchange or another calling area associated with the originating exchange, as generally defined and specified in the general subscriber service tariff of the applicable Incumbent Local Exchange Carrier (“Local Traffic”) and (b) all other traffic, whether interLATA, interMTA or intraLATA toll traffic (“Long Distance Traffic”).

B. LLD Service Traffic that is jurisdictionally indeterminate due to lack of signaling information will be treated as interstate traffic.

C. “ILD Service Traffic” means traffic that terminates (i) outside of World Zone 1 (“World Zone 1” means areas covered by the North American Numbering Plan (NANP) – see www.nationalnanpa.com) or (ii) in the following Caribbean countries that are part of NANP: American Samoa, Anguilla, Antigua, Barbuda, Bahamas, Barbados, Bermuda, British Virgin Islands, Cayman Islands, Dominica, Dominican Republic, Grenada, Guam, Jamaica, Montserrat, Northern Marianna Islands, Saint Kitts, Nevis, Saint Lucia, Saint Vincent, Grenadines, Saint Maarten, Trinidad & Tobago, Turks & Caicos and US Virgin Islands. The foregoing destination locations are collectively referred to herein as the “International Destinations”.

2. Termination of Originating LLD Service Traffic to Certain Carriers:

A. Customer will deliver to Carrier originating LLD Service Traffic for termination to NPA-NXXs that (i) are located in the 50 states in the United States or the District of Columbia and (ii) conform to the North American Numbering Plan. Carrier will deliver these calls for termination by the terminating service provider network. NPA 0XX and Toll Free calls are excluded from termination under this Service Schedule.

B. Customer will send to Carrier all of its total traffic that (i) meets the definition of LLD Service Traffic and is (ii) destined to terminate in the US-48, Washington D.C., Hawaii, Puerto Rico and Canada (Non-Yukon) (such destinations, the “Main Footprint”). The foregoing obligations to send this amount of its traffic to the Main Footprint is referred to herein as the “Preferred Provider Commitment”.

C. Customer acknowledges that the LLD Service Traffic is only intended to terminate traffic destined to the permitted NPA-NXXs described above, and that if Customer routes other calls to Carrier, those calls will fail to complete.

D. If a dialed number has been ported, it will have an LRN. The NPA-NXX of the LRN will be treated as the terminating NPA-NXX for all purposes under this Service Schedule.

4. Termination and Other Charges:

A. Customer will pay the following per minute rate for termination of LLD Service Traffic (rates are based on the location of the terminating NPA-NXX):

Terminating Destination Initial Billing Increment (seconds) Additional Billing Increments (seconds) Rate per Minute
48 Contiguous United States, Puerto Rico and Canada (Non-Yukon) 6 6 $0.010
Canada Yukon Territory 60 60 $0.250
Alaska 6 6 $0.075
Hawaii 6 6 $0.020

 

i) Carrier may change rates upon seven days’ written notice

B. For ILD Traffic Service, the minutes of use charges for the ILD Traffic Service will be set forth on a pricing sheet that Carrier will send to Customer via electronic transmission. The pricing will be based on the number to which the call is terminating. When new country codes become available, new pricing for those codes will be delivered to Customer and pricing associated with these new country codes will be effective immediately.

C. Carrier may also provide a pricing attachment with a default rate for any NPA-NXX not covered above. When new E.164 numbers are delivered to Customer, pricing associated with these new E.164 numbers are effective immediately.

D. Customer will not groom the traffic, meaning it will send a natural distribution of traffic so that Inteliquent will receive a natural distribution of traffic.

E. Charges for LLD Service Traffic are billed in six-second initial and six-second additional increments (6/6) except where a different increment is set forth on a pricing sheet or update.

i) Charges to non-World Zone 1 destinations are billed in one-second initial and one-second additional increments (1/1), except Fiji, French Polynesia, Haiti, Kiribati, Lesotho, Maldives, Mexico, Nauru, New Caledonia, Papua New Guinea, Solomon Islands, Suriname, Tonga, Vanuatu, Western Samoa and all Global Mobile Satellite destinations will be billed at 60-second initial and 60-second additional increments (60/60); China and Gambia will be billed at 60-second initial and 1-second additional increments (60/1); and Cook Islands, Niue, and Tokelau will be billed at 1-second initial and 60-second additional increments (1/60). Billing increments may be changed from time to time as part of a pricing update.

ii) Charges to World Zone 1 destinations are billed in six-second initial and six-second additional increments (6/6).

F. Carrier will periodically send Customer rate updates via electronic transmission of an Excel spreadsheet. For new country codes, Carrier will provide E.164 numbers and pricing when available.

G. Price changes applicable to existing NPA-NXXs are effective upon seven days’ written notice via electronic transmission of an Excel spreadsheet; price decreases may be effective on less than seven days’ notice if a shorter notice period is stated in the notice.

5. Short Duration Calls:

A. If (i) 20% or more of Customer’s completed calls are equal to or less than 6 seconds in length (each a “Short Duration Call”), or (ii) more than 25% of Customer’s total call attempts do not complete (the “Incomplete Call Threshold”), each measured by month, then Carrier may re-rate services upon seven (7) days’ written notice via electronic transmission of an Excel spreadsheet. Additionally, Carrier may terminate Customer’s use of the Service and disconnect all relevant connections on 30 days prior written notice.

B. Carrier may in its sole discretion temporarily block duplicate or repeated numbers dialed in succession or abnormally short duration calls where Carrier considers the number of attempts to be potentially harmful to the network. Carrier shall have no liability for damages of any type to Customer for actions taken under this clause to protect the integrity of its network.

C. If Carrier needs to exercise this right, where practicable, Carrier will attempt to inform Customer of its intention to apply such controls, however the Carrier reserves the right to apply such measures without advance notice should immediate action be required to protect the integrity of its network.

D. Customer will not route auto-dialer traffic under this Service Schedule. For purposes of this Service Schedule, auto-dialer traffic means machine generated calls associated with outbound call center sales/solicitation campaigns.

6. Fraudulent Calls:

A. Customer is responsible for protecting against fraudulent usage of the Service, including implementing systems and procedures to monitor, detect, and prevent fraud. Notwithstanding any provision to the contrary, Customer will be liable for any charges for the use of the Service under this Service Schedule resulting from fraudulent usage or other unauthorized calling, regardless of whether Carrier could have detected the fraudulent usage or unauthorized calling.

B. Subject always to the prior bullet, Carrier will attempt to block traffic destined to countries that are known to be target destinations for fraudulent traffic. For the current list of blocked countries (“ILD Fraud Blocked Country List”), Customer may contact Carrier’s Account Management team. Carrier may change the list of blocked countries at any time without notice to Customer. Nothing in this Section limits Customer’s liability to pay for any fraudulent traffic, including traffic to any destinations on the LD Fraud Blocked Country List, whether or not Customer has requested traffic be opened to any particular destination.

C. Carrier has systems that are designed to monitor outbound traffic anomalies, trends and activity for traffic destined to locations that are, on a relative basis, more frequently the subject of fraud. Without limiting any other provision related to Customer’s responsibility for fraudulent traffic, if Carrier believes it has identified fraudulent activity, it reserves the right to take any action it deems necessary to reduce or eliminate the fraudulent activity.

 


 

Inteliquent Cloud Connected PSTN Trial Agreement

This Inteliquent Cloud Connected PSTN Trial Agreement (“Agreement”) is made between Inteliquent, Inc. (together with its affiliates providing the Services defined below, “Inteliquent” or “Carrier”), and and the party receiving Services (as defined herein) from Inteliquent (together with its affiliates, “Customer”). This Agreement is effective on the date (“Effective Date”) that Customer executes a Service Addendum, Service Order or other Exhibit relating to the Trial Services offered in the Agreement or any attached Exhibits.

Background:

A. Customer would like to test the services identified on Exhibit A attached hereto (collectively, the “Trial Services”) and provide feedback on the Trial Service.

B. Carrier desires to have Customer participate in the testing of the Trial Service.

Agreement:

Intending to be legally bound, the parties agree as follows:

1. Trial. Customer agrees to work cooperatively with Carrier in the testing of the Trial Service. Additional terms and conditions related to the Trial Service are set out on Exhibit A, attached hereto and incorporated herein. The Trial Service is being provided by Carrier.

2. Term. This Agreement will commence on the Effective Date and terminate thirty (30) days after the Effective Date, unless extended by written mutual agreement of the parties. Inteliquent may terminate this Agreement and the Trial Service at any time, for any reason.

3. Risks of Tests Assumed by Customer. Customer acknowledges that the Trial Service is being provided as part of a trial offering and is not designed to carry anything other than test traffic. As such, Customer assumes all related risks and harm. Customer is under no obligation to use the Trial Service and may terminate its participation in the test at any time.

4. Interconnection. The interconnection point for the Services between Inteliquent and Cisco is managed by Inteliquent. Interconnection between Customer and Cisco Webex Services is Customer’s responsibility. Carrier has no responsibility for any service problems related to Customer’s interconnection to Cisco or any service problems with Cisco Webex Services.

5. No Warranty. Given the purpose of this Agreement, Customer acknowledges that the Trial Service is provided “AS IS’’ and may not be functional for the purpose for which it is intended. Operation at any given time does not guarantee operation at any other time. CARRIER DISCLAIMS ALL WARRANTIES RELATING TO THE TRIAL SERVICE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6. Limitation of Remedies and Liability. Excluding Customer’s breach of the terms of Exhibit A, neither party will be liable to the other party with respect to the subject matter of this Agreement under any contract, negligence, strict liability or other theory or for any direct, indirect, incidental or consequential damages including, but not limited to loss of revenues and loss of profits.

7. Further Limitation of Liability. IF CARRIER (OR ANY OF ITS AFFILIATES) IS EVER HELD LIABLE IN RELATION TO THIS AGREEMENT AND WHETHER THE CLAIM IS UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, SUCH PARTY’S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO PROVEN DIRECT DAMAGES AND WILL NOT EXCEED TEN THOUSAND DOLLARS ($10,000).

8. Notices. All notices required under this Agreement will be given in writing and either (i) hand delivered, (ii) sent by email, or (iii) delivered by a nationally recognized next business day courier, postage paid, in all cases to the address listed below for Carrier, to Service Location Address as specified on Service Orders for Customer. If Customer’s address is a post-office box, Inteliquent may send any written notice by U.S. mail. Notices will be deemed received on the date of delivery or when delivery is refused; provided, however, that if notice is sent by email and received after 5:00 p.m. in the time zone of the recipient or on a non-business day, the notice will be deemed received on the next business day. A Party may change its notice address using the notice procedures described in this Section. Customer’s rate change notice email address will be the billing contact email address identified by the Customer on the Trial Service Order.

If to Carrier:

Inteliquent, Inc.
550 West Adams Street, Suite 900
Chicago, IL 60661
Attn: Legal Department

Notices will be deemed received on the date of delivery (or when receipt is refused).

9. Miscellaneous. The parties are separate and independent legal entities, and independent contractors as to each other and under this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, that provision shall be ineffective only to the extent of such invalidity, without affecting the remaining parts of the provision or the remaining provisions of this Agreement. To the extent practicable, the parties agree to negotiate revisions to any such invalid or unenforceable provision to the extent necessary to render such part valid and enforceable. The parties agree that this Agreement shall be governed by, interpreted, and construed in accordance with the laws of the State of New York without regard to choice of law principles. The parties agree to the exclusive jurisdiction and venue of the state and federal courts in the Borough of Manhattan in the State of New York. This Agreement comprises the complete and exclusive statement of the agreement of the parties and supersedes all previous statements, representations, and agreements, oral or written, concerning the subject matter hereof. This Agreement may be executed in counterparts, each of which when executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Facsimile or electronically reproduced (e.g., a PDF) and emailed signatures will be treated as originals for all purposes.

Exhibit A
The Trial Service

1. The Trial Services.

The Trial Service is for evaluation of Inteliquent Cloud Connected PSTN, which provides VoIP TNs, Inbound and Outbound Calling for use with Customer’s Cisco Webex Services.

The following terms and conditions will apply to the Trial Services:

VoIP TN and Inbound Calling Service: Limited to ten (10) US and Canada TNs.
Cloud Connected PSTN Domestic Local, Long Distance Service: Not to exceed 5,000 minutes of use. Carrier may modify usage limitations without notice.

For the avoidance of doubt, the Trial Service excludes:

  • Toll Free Calling
  • Outbound Calling to destinations outside of the United States and Canada
  • Outbound Calling to destinations which Carrier has determined are high cost (“Blocked List”)

Carrier may modify the Block List at any time, for no reason, without notice.

2. Charges for the Trial Services. Notwithstanding any provision of the Agreement, Trial Services will be provided at no charge to the Customer.

3. Customer Responsibilities. CUSTOMER ACKNOWLEDGES AND AGREES THAT TRIAL SERVICES ARE TO BE USED FOR EVALUATION PURPOSES ONLY AND NOT FOR USE IN A PRODUCTION ENVIRONMENT. EMERGENCY SERVICE CAPABILITIES (E.G., 9-1-1) ARE AVAILABLE FOR TESTING AND EVALUATION, BUT CUSTOMER AGREES TO NOT DEPLOY TRIAL SERVICES, INCLUDING BUT NOT LIMITED TO EMERGENCY SERVICES, IN A PRODUCTION ENVIRONMENT WITHOUT CARRIER’S PRIOR WRITTEN CONSENT. ANY END USER DEVICES THAT CAN ACCESS TRIAL SERVICES SHOULD CLEARLY IDENTIFY THE NON-AVAILABILITY OF EMERGENCY SERVICE CAPABILITIES ASSOCIATED WITH THE DEVICE.

4. Production Agreement. Any Customer that wishes to purchase Inteliquent Cloud Connected PSTN outside of this Trial Service must execute a standard Service Order subject to the Inteliquent Cloud Connected PSTN Agreement posted at https://www.inteliquent.com/legal/webex-calling. Upon execution of a standard Service Order, this Trial Agreement shall be terminated.

5. Indemnification. Customer agrees to defend, at its own expense, and indemnify and hold harmless Carrier and its affiliates and subcontractors (collectively the “Carrier Indemnitees”), from and against any third party claims, suits, damages and costs and expenses (including legal fees) asserted against or incurred by any of the Carrier Indemnitees arising out of or relating to (1) Customer’s use of the Trial Service; and (2) Customer’s breach of this Agreement.

 


1 Webex® is a registered trademark of Cisco and/or its affiliates.

Confidential and Proprietary