These terms for the Ribbon VoIP-Originated Outbound Services 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 call termination services to deliver voice Traffic, which utilizes TCP/IP as transmission protocol from an end user’s originating equipment to a TCP/IP gateway in the Customer’s network to connect the Customer interconnection point to the owner of the dialed number (“Ribbon VoIP-Originated Outbound Services”). Customer must certify and comply pursuant to Exhibit 1 to purchase Services under this Service Specific Description.
1.2 Local Traffic. Ribbon VoIP-Originated Outbound Services include the termination of calls which originate and terminate in the same local calling area based on the “calling number” and the “called number” (“Local Traffic”).
1.3 Long Distance Traffic. Ribbon VoIP-Originated Outbound Services include the termination to United States and Canada of (i) intraLATA calls, which originate and terminate in different local calling areas within the same LATA; and (ii) interLATA calls, which originate in one LATA and terminate in another LATA (collectively “Long Distance Traffic”).
1.4 Other Traffic. Ribbon VoIP-Originated Outbound Services include the termination of calls which originate in the United States and terminate in destinations outside of the United States or Canada for which the Rate Notification(s) provide a Rate pursuant to Section 2 (“Other Traffic”), in accordance with applicable licenses and export regulations. Ribbon Communications reserves the right, in its sole discretion and without liability, to discontinue service to any international routes with a high risk of fraud, upon the issuance of a Rate Notification.
1.5 The Ribbon VoIP-Originated Outbound Services do not include any functionality or features of 911 or Emergency Service. To obtain Emergency Service from Ribbon Communications, Customer must agree to the separate Service Specific Description for Emergency Services.
2.1 Ribbon Communications will calculate all minute-of-use based Rates on the number of seconds from when an answer supervision signal is recorded to when a disconnect signal occurs, and will bill in sixty (60) second minimums with sixty (60) second increments.
2.2 Ribbon Communications will set forth all variable Rates in its Rate Notification pursuant to the terms of the Agreement and this Service Specific Description.
2.3 For Other Traffic, Ribbon Communications will charge based on the then-effective Rate Notification, or exhibit to the Agreement with the Customer, or as posted.
2.4 The Ribbon VoIP-Originated Outbound Services 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 VoIP-Originated Outbound Services 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.
2.5 Use of the Ribbon VoIP-Originated Outbound Services 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.
2.6 Additional Surcharges. If Customer’s Ribbon VoIP-Originated Outbound Services traffic fails to meet one or more of the following conditions in a given billing cycle, Ribbon Communications will charge, without notice and in addition to the Rates for the calls, a surcharge equal to USD$0.01 per call for calls exceeding thresholds sent by Customer during that billing cycle under this Service Specific Description:
- The total minutes during the billing cycle divided by the total completed calls for the billing cycle or Average Length of Call (“ALOC”), must not drop below one (1) minute;
- The total completed calls during the billing cycle divided by the total call attempts, or Answer Seizure Ratio (“ASR”), for the billing cycle not resulting from any action by Ribbon Communications, must not drop below fifty percent (50%); or
- The number of completed calls during any billing cycle, which are sixty (60) seconds or less in duration, must not exceed more than ten percent (10%) of the total calls made during that billing cycle.
2.7 Ribbon Communications will provide the Rates for Ribbon VoIP-Originated Outbound Services as outlined in the applicable exhibit to the Agreement with the Customer.
3. Fair Usage Policy for Ribbon VoIP-Originated Outbound Services.
3.1 Ribbon Communications provides Ribbon VoIP-Originated Outbound Services 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 VoIP-Originated Outbound Services are intended to be used for general purpose enterprise usage (which may include some limited conferencing or enterprise contact center usage), in which all calls are placed via direct human interaction. Ribbon Communications strictly prohibits any use of the VoIP-Originated Outbound Services inconsistent with the purpose, including without limitation: (i) connecting to any device, computer or telephone system, which can either (a) place calls in an automated fashion (such as any predictive dialer, auto-dialer or robodialer), or (b) makes routing choices based on the cost of a call (such as a least cost routing engine); or (ii) traffic patterns which fail to conform either on a monthly average basis with the thresholds in the Additional Surcharge Section, or to a natural distribution determined by Ribbon using its sole discretion across RBOC, ILEC, CLEC and wireless destinations (collectively “Prohibited Uses”).
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.
RIBBON VoIP-ORIGINATED OUTBOUND SERVICES DESCRIPTION
This Ribbon VoIP-Originated Outbound Services Description is expressly incorporated into the Agreement entered into by Ribbon Communications and Customer. Capitalized terms used and not defined herein will have the meanings set forth in the Agreement and any applicable Schedules.
Whereas, Ribbon Communications is able to offer specialized prices and services for Customer’s VoIP (as defined below) Traffic; and
Whereas, Customer is willing to execute this certification to confirm that its Traffic qualifies as “VoIP”.
Now therefore, Customer certifies as follows:
A. For the purposes of this Agreement, “VoIP” will mean voice Traffic which Customer represents, warrants and certifies to Ribbon Communications utilizes TCP/IP as a transmission protocol from an end user’s originating equipment to a TCP/IP gateway in Customer’s network, and constitutes “Information Services” and “Enhanced Services” according to regulations of the Federal Communications Commission or other applicable law.
B. Ribbon Communications will provide Customer with Rates and related terms applicable to Ribbon VoIP-Originated Outbound Services via electronic Rate Notification. By executing this certification, Customer agrees to pay for Services at Ribbon Communications’ then current Rates as provided in the most recent electronic Rate Notification. Rate Notifications will be delivered to Customer via e-mail or other electronic means to Customer’s rate notice address.
C. Customer hereby represents and certifies to Ribbon Communications that, from and after the Effective Date of the Agreement:
- All of Customer’s VoIP voice Traffic delivered to Ribbon Communications for termination pursuant to this Service Specific Description will be routed across separate trunk groups or IP addresses (as designated by Ribbon Communications) for the sole purpose of terminating Traffic that is and will continue at all times to be VoIP;
- All of Customer’s VoIP voice Traffic delivered to Ribbon Communications for termination over such separate trunk groups or IP addresses is and will at all times continue to be VoIP from an end user’s originating equipment; and
- If Customer is delivering voice Traffic to Ribbon Communications that is not certified VoIP voice Traffic, Customer will use separate trunk groups or IP addresses (as designated by Ribbon Communications) for delivery of such non-VoIP voice Traffic (i.e. separate from the trunks or IP addresses used by Customer to deliver certified VoIP voice Traffic).
- Customer will immediately notify Ribbon Communications if its certification above becomes untrue or misleading.
D. If Customer delivers Traffic to Ribbon Communications which Customer has certified as being VoIP voice Traffic which is, in fact, not VoIP, Customer will indemnify and hold harmless Ribbon Communications from any losses, claims or other damages of whatever kind arising from, or related to, Ribbon Communications’ termination of, or representation of such Traffic as being VoIP. Further, if Customer delivers Traffic to Ribbon Communications that Customer has certified as being VoIP voice Traffic but that Customer cannot demonstrate to Ribbon Communications in a reasonable time is, in fact, VoIP voice Traffic, Ribbon Communications may immediately cease terminating such Traffic without liability.