Interconnected VoIP Services

The following terms are supplemental to the master service agreement previously executed between the Parties (“MSA”). All terms not defined herein are defined as set forth in the MSA.

The following terms are applicable to Customer’s interconnected VoIP services, including, but not limited to, Evolved Office: HPBX and SIP Trunking (“Services”):

a) Line Number Management – Domestic Telephone Numbers. XTIUM will make reasonable efforts to provide new telephone numbers where available but does not guarantee the availability of any numbering resource. Where Customer desires to provide and/or port its own pre-existing telephone numbers to the Service, XTIUM shall be entitled to reject any telephone numbers proposed by Customer. In the event a number port is rejected, XTIUM will provide Customer with all information pertaining to the rejection so that Customer can work with their current provider to cure the cause of the rejection. Based exclusively upon information provided by Customer, XTIUM will register telephone numbers provided to Customer with the appropriate 911 authority. XTIUM will assist in the porting of Customer’s telephone numbers and/or the assignment of new telephone numbers as applicable and where available, and both Parties agree that Customer shall retain all right, title, and interest to such telephone numbers. Prior to each number portability request, Customer shall submit a valid letter of authorization (“LOA”) on a form provided by or acceptable to XTIUM that has been executed by Customer. XTIUM will not attempt to port a telephone number without a valid LOA and other necessary documentation; XTIUM may to deny porting any number where it believes that the authenticity or validity of the LOA or other documentation is questionable. For each telephone number being ported, in addition to any other charges applicable to the Service, Customer shall pay non-recurring porting charges to XTIUM.

b) Line Number Management – International Telephone Numbers. XTIUM will make reasonable efforts to provide new international telephone numbers where available but does not guarantee the availability of any numbering resource. Where Customer desires to provide and/or port its own pre-existing international telephone numbers to the Service, XTIUM shall be entitled in its reasonable discretion to reject any international telephone numbers proposed to be supplied by Customer. In the event an international telephone number port is rejected, XTIUM will provide Customer with all information pertaining to the rejection so that Customer can work with their current provider to cure the cause of the rejection. Both Parties agree that Customer shall not retain any right, title, and interest to such international telephone numbers. Prior to each international telephone number portability request, Customer shall submit a valid letter of authorization (“LOA”) on a form provided by or acceptable to XTIUM that has been executed by Customer. XTIUM will not attempt to port an international telephone number without a valid LOA and other necessary documentation; XTIUM may deny porting any international telephone number where it believes that the authenticity or validity of the LOA or other documentation is questionable. For each international telephone number being ported, in addition to any other charges applicable to the Service, Customer shall pay non-recurring porting charges to XTIUM. Customer understands and agrees that XTIUM’s international voice Service does not support 999, 911, E911 or other emergency response calling functionality. Additionally, XTIUM’s international voice Service supports only inbound calling from the Public Switched Telephone Network (“PSTN”) to either a) new DIDs provided by XTIUM or b) to pre-existing international telephone numbers that were ported into XTIUM for use in conjunction with the Service. All outbound calls from Customer’s international location will be rated at XTIUM’s then current international termination rate schedule. XTIUM may, upon ten (10) days’ prior written or electronic notice, reclaim any international telephone numbers that (i) have not be used to pass traffic within the immediately preceding one hundred twenty (120) day period (or such shorter period as otherwise required by law or by an underlying provider of XTIUM’s international voice services); (ii) are required to be reclaimed pursuant to a change in the national number plan in the local country of such international country; or (iii) XTIUM is otherwise required to do so by any relevant regulatory or governing body or by an underlying provider of XTIUM’s international voice services. XTIUM will use reasonable efforts to provide Customer with thirty (30) days advanced written or electronic notice if XTIUM discontinues international voice Services in a particular country.

c) Service Limitations. Customer’s use of “unlimited” local and long distance calling as a feature of the Services at the MRC stated in the Sales Order presumes industry standard utilization of such features (considered up to 1000 minutes of usage per end user in the aggregate). If Customer makes excessive use of the local and long-distance calling feature, XTIUM is entitled to assess additional charges and/or suspend the Service. Customers utilizing auto-dialing technology (e.g., predictive dialers) will also be subject to additional charges and/or suspension of the Service Certain types of usage are not included as part of the unlimited offering and are instead billed on a per minute basis, including a) calls to non-U.S. mainland destinations, including but not limited to Alaska, Hawaii, Puerto Rico, and the U.S. Virgin Islands, b) international calls, including calls to Canada and Mexico, c) inbound calls to Customer’s toll free numbers, d) conferencing services (including web & audio conferencing), e) use of the Services by Customer (or any third party obtaining access to the Services through Customer) which is not in compliance with the Acceptable Use Section, and f) domestic outbound calls that originate from any licenses other than an Evolved Office Premium User or an Evolved Office Standard User, including calls originating from Auto Attendants, Hunt Groups, ACD/Call Centers, and Virtual Extensions. Customer’s use of the Services at the MRC stated in the Sales Order presumes that the originating and terminating telephone numbers (i.e. Customer’s telephone number and the telephone number of the 3rd party that Customer is calling) associated with all calls initiated by Customer are made available for billing and rating purposes. If the Services are configured to block Customer’s outgoing Caller ID or to otherwise obscure, remove, or manipulate the originating and/or terminating telephone numbers, XTIUM is entitled to assess additional charges and/or suspend the Service. If Customer generates short duration telephone calls with duration of less than or equal to 6 seconds, Customer may be subject to additional charges.

d) Call Recording and Compliance. Customer understands that call recording within the United States is governed by both Federal and State laws. All states require that at least one party on a call consent to a call being recorded and several states require that all parties on a call be notified that recording is occurring. It is Customer’s responsibility to ensure compliance with all applicable Federal and State laws.

e) Fraud. Customer is not excused from paying for Services if fraudulent calls or other usage of the Service comprised a portion (or all) of Customer’s utilization of the Services.