Ribbon Resale Services Bundles

These terms for the Ribbon Resale Services Bundles are expressly incorporated into the agreement pertaining to the voice services described herein entered into by Customer and one of the operating entities that is a subsidiary of Ribbon Communications Inc. (“Ribbon Communications”) including any relevant amendments or addendums (the “Agreement”).  All capitalized terms used herein are as defined in the Agreement unless otherwise specified herein.

1.      Service Description.

1.1        Ribbon Communications, through its service delivery affiliate for the applicable jurisdiction, will provide the Ribbon Resale Services Bundles (“Ribbon Resale Services Bundles”) as a bundled communications solution for Voice Services identified in this Service Specific Description.

1.2        Ribbon Resale Services Bundles are packaged products which are ordered, deployed and billed on a user bundle or concurrent port basis. A Customer may have multiple trunk groups with a single Ribbon Resale Services Bundle type configured on each trunk.

1.2.1     Customer may order any number of Ribbon Resale Services 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. Ribbon Communications will block any additional calls offered to the Ribbon Communications platform if all Customer ports are in use at the time of the call.

1.2.2     At the end of each billing cycle, Ribbon Communications will invoice Customer for the peak number of installed ports across all trunk groups during the previous billing cycle subject to fair use policies below.

1.3        Ribbon Communications bundles a number of discrete Voice Service components into each of the Ribbon Resale Services Bundles offered, which may be supplemented or revised from time-to-time at Ribbon Communications’ sole discretion. Ribbon Communications will provide 7 days written notice of any changes to the content of the Ribbon Resale Services Bundles. Ribbon Communications will provide any Voice Service components within a Ribbon Resale Services Bundle subject to the terms and conditions of the Service Specific Description for that particular Voice Service component, save for the Voice Service components set out below which shall be subject to the following additional terms:

1.3.1     Domestic Outbound. Domestic Outbound includes the delivery of Local and Long Distance Traffic as defined in Ribbon VoIP-Originated Outbound Services Specific Description[ML1] .

1.3.2     Toll-Free. Toll-Free excludes Traffic originating from Alaska, Guam, Hawaii, Puerto Rico, Saipan, US Virgin Islands and Canada.

1.3.3     Local Outbound. Local Outbound has the same meaning as Local Traffic defined in the Ribbon VoIP-Originated Outbound Services Specific Description[ML2] .

1.4        Resale Services Bundle Term. Customer agrees to purchase the Ribbon Resale Services Bundles for a period of thirty-six (36) months commencing on the date the Parties execute the Agreement and this Service Specific Description (“Resale Services Bundle Term”), in consideration for Ribbon Communications deferring any increases in the Rates for the Resale Services Bundles pursuant to this section.

1.4.1     The Resale Services Bundle Term will automatically renew on an annual basis, unless either Party provides written notice of termination of this Service Specific Description or the Agreement no less than ninety (90) days prior to the end of the current Ribbon Resale Services Bundle Term. Such termination will be effective on the last day of the current Ribbon Resale Services Bundle Term, which means Customer will pay for its Ribbon Resale Services Bundles until the end of current Ribbon Resale Services Bundle Term regardless of the date of the notice.

1.4.2     Customer may order additional Ribbon Resale Services Bundles during the Ribbon Resale Services Bundle Term at the same pricing and Ribbon Resale Services Bundle Term as the initial Ribbon Resale Services Bundles, prorated for the portion of that Ribbon Resale Services Bundle Term remaining at the time the additional Ribbon Resale Services Bundles are added. Quantities of Ribbon Resale Services Bundles may not be decreased during any Ribbon Resale Services Bundle Term, unless the Agreement is terminated as a result of: (i) a material breach by Ribbon Communications; (ii) Ribbon Communications terminating without cause; (iii) Customer exercising its rights under the terms of the Agreement; (iv) a force majeure event; or (v) Ribbon Communications increasing Rates pursuant to Section 1.4.3 of this Service Specific Description.

1.4.3     Ribbon Communications may initiate a change in Rates, subject to the terms of the Agreement, no less than seven (7) days’ written notice prior to the end of the current Ribbon Resale Services Bundle Term to be applicable in the subsequent Ribbon Resale Services Bundle Term, if not terminated by Customer in accordance with Section 1.4.1 of this Service Specific Description. Notwithstanding the foregoing, Customer acknowledges that the discounts and Rates available pursuant to the applicable exhibit to the Agreement with the Customer reflect charges from Ribbon Communications’ underlying vendors, and that Ribbon Communications has agreed to provide the discounts and Rates associated with the applicable quote or proposal to the Customer from Ribbon Communications based on Customer purchasing a certain amount of Services. In its sole and reasonable discretion, Ribbon Communications may increase Rates in good faith pursuant to the terms of the Agreement, if Ribbon Communications’ aggregate costs associated with providing Service(s) increase more than five percent (5%). If Customer terminates the Agreement as a result of Ribbon Communications adjusting Rates pursuant to the foregoing sentence, Ribbon Communications agrees to waive any charges for the remaining months in the current Ribbon Resale Services Bundle Term.

2.      Rates.

2.1        Ribbon Communications will make available to Customer the Service components of each Resale Services Bundle based on the Rates and associated terms and conditions listed in exhibit to the Agreement with the Customer.

2.2        The Ribbon Resale Services Bundles are intended to be used for general purpose enterprise usage (which may include some limited conferencing or inbound enterprise contact center usage) but does not include any functionality or features to support call center use. Such usage falls outside the fair usage policy for Ribbon Resale Services Bundles and is subject to separate agreement on special pricing to be negotiated in good faith in respect of any use for call centers and contact centers.

2.3        Use of the Ribbon Resale Services Bundles to contact premium rate numbers (namely numbers for telephone calls during which certain services are provided and for which a premium or higher rate is charged, such as adult chat lines, directory enquiries, weather forecasts, competitions and voting to name but a few) is subject to an additional surcharge per minute for all calls to such numbers, such additional surcharge to be advised by Ribbon to the Customer.

2.4        Ribbon Communications will invoice Customer the first day of the month for (i) the upcoming month’s monthly Rates in advance; and (ii) any previous month’s usage, non-recurring or overage charges. Ribbon Communications will not pro-rate Ribbon Resale Services Bundles upon cancellation of Service.

2.5        In addition to the Rates in the applicable exhibit to the Agreement with the Customer , Ribbon Communications may charge any applicable fees as otherwise set forth in the Agreement, including but not limited to Taxes and Additional Surcharges.

2.6        Any DID or Toll Free telephone numbers, which Customer orders with the Ribbon Resale Services Bundles, will be deducted from the available allocation.

3.      Fair Usage Policy for Ribbon Resale Services Bundles.

3.1        Ribbon Communications provides Ribbon Resale Services Bundles under the 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 the Services.

3.2        The Ribbon Resale Services Bundles are intended to be used for general purpose enterprise usage (which may include some limited conferencing or inbound enterprise contact center usage), in which all calls are placed via direct human interaction. Ribbon Communications strictly prohibits any use of the Ribbon Resale Services Bundles inconsistent with the purpose, including without limitation: (i) connecting to any device, computer or telephone system, which can either (a) place calls in an automated fashion (such as any predictive dialer, auto-dialer or robodialer), (b) makes routing choices based on the cost of a call (such as a least cost routing engine), or (c) automatically distribute calls based on location, time zone, department, skill-based or other method; (ii) traffic patterns which fail to conform either on a monthly average basis with the thresholds in the Additional Surcharge Section for the Services in the respective Service Specific Description(s), or to a natural distribution as determined by Ribbon using its sole discretion across RBOC, ILEC, CLEC and wireless destinations; or (iii) using Ribbon Resale Services Bundle not associated with a DID Number provided by Ribbon Communications (collectively “Prohibited Uses”). As between Customer and Ribbon Communications, Customer will be solely responsible for ensuring that all of its Downstream Channel Customers comply with this Fair Usage Policy.

3.3        Ribbon Communications 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 as determined by Ribbon using its sole discretion 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 Ribbon Communications, or if Prohibited Uses appear in any subsequent billing cycles, Ribbon Communications 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.

4.      Cooperation with Third Parties.

4.1     Ribbon Communications is providing the Voice Services through third party service providers with whom Ribbon Communications has entered into a contractual relationship whereby it can offer the voice services the subject of this Service Specific Description to the Customer. Customer will be required to co-operate with such third parties (as notified by Ribbon Communications to the Customer) in the delivery of the Voice Services.

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