NetDiverse Voice IP TRUNKING SERVICE Schedule

NetDiverse Voice IP TRUNKING SERVICE Schedule

1. Applicability. This Service Schedule for NetDiverse IP Trunking Service (“Schedule”) applies only to NetDiverse IP Trunking Service (“Service”) and incorporates the terms of the Master Service Agreement under which NetDiverse provides Services to Customer (the “Agreement”).

2. Service Description. NetDiverse’s  IP Trunking Service provides Public Switched Telephone Network (“PSTN”) connectivity and optional advanced features to Customer IP-PBXs through NetDiverse dedicated Internet connections. Call control and features are provided by the NetDiverse VoIP feature server or its partners’ servers.

3.  IP Trunking Service Applications.  IP Trunking Service may be used as local and long-distance voice access service to serve multi-station enterprise premises telephony equipment, such as key systems and IP-PBXs.  IP Trunking is available only to single, distinct enterprises who will utilize the service for customary, normal, and reasonable business use. Under no circumstances will  IP Trunking be available for wholesale or resale applications, or any other application, save for the enterprise application described above.

4. Multiple Locations. Customer may use a common dialing plan across multiple  IP Trunking Service locations for intracompany, interlocation calls. Customer’s IP-PBX equipment must pass the necessary digits to enable proper call routing. Calls between locations using a common dialing plan do not incur usage or toll charges.

5. Nomadic Worker (“Road Warrior”) Use. Subject to the limitations described in this Schedule, IP Trunking Service may be used to serve nomadic worker, or “road warrior” applications. Users with the appropriate features provisioned may originate and receive calls on their primary DID number when away from the primary service location, just as if they were physically present on the corporate LAN/WAN. Nomadic capabilities are available at any location with broadband Internet access and PSTN telephone access. Additionally, call forwarding and remote office features, which enable the use of any PSTN phone for inbound and two-way telephone use, respectively, may be included in applicable feature packages*. *911/E-911 calling is not supported when the Service is utilized at any location other than the user’s fixed, primary service location. See Section 15 below for additional information.

6. Required Complementary Services. The following elements are required with NetDiverse  IP Trunking Serviceand shall be purchased separately through the applicable service schedules:

• NetDiverse Managed Router service OR Managed Firewall service
• NetDiverse Dedicated Internet Access
• NetDiverse VoIP Origination and Termination Long Distance service

7. Optional Features:  IP Trunking Service applications have significant inherent disaster recovery capabilities. If the Customer’s IP-PBX served by  IP Trunking Service and/or LAN/WAN were to experience an outage, the capabilities of the certain feature packages enables users to continue to make and receive calls on their primary DIDs using the appropriate packages’ remote office/forwarding features from alternate location(s).

• Supported Customer Interfaces. Due to the nature and complexity of satisfying ongoing interoperability specifications between VoIP serving platform vendors and enterprise IP-PBXs,  IP Trunking Service availability is limited to support specific IP-PBX manufacturers/models for which an ongoing interoperability maintenance arrangement exists between NetDiverse’s VoIP feature server vendor and the IP-PBX manufacturer. Currently, supported enterprise devices include:

• Cisco CallManager v5.0
• Cisco CallManager Express v4.0(3)Customer is solely responsible for installation and maintenance of its equipment and for any modifications, upgrades, or physical movement of such equipment, including installation of additional equipment. NetDiverse will provide configuration guidelines to Customer for supported IP-PBXs. Customer is solely responsible for implementing such configurations on its equipment. Customer shall provide NetDiverse advance written notice of any modification, upgrade, or replacement of Customer’s equipment not less than ninety (90) days prior to any such modification, upgrade or replacement.

9. Traffic Rating. Voice usage rating is based on the origination and termination point of the traffic. Termination point is based on geographic location using the specific rate center(s) of the called party’s NPA/NXX. To determine originating call jurisdiction, NetDiverse will utilize Customer-delivered Calling Party Number (“CPN”). Delivery of valid CPN to NetDiverse is a material obligation of Customer. Customer warrants and represents that the NetDiverse telephone numbers provided for each call represent the originating location of the call. NetDiverse reserves the right to charge the highest applicable rates in the local call plan for any calls that originate from non-NetDiverse or unknown numbers (not 10 digits or not in the LERG); in addition, NetDiverse retains the right to terminate the Service if Customer continues to deliver traffic to NetDiverse without a valid CPN after NetDiverse has notified Customer of previous failures. A valid CPN is the calling party’s NetDiverse assigned ten (10) digit telephone number within the North American Numbering Plan, excluding special-purpose phone numbers, such as 8XX, 950, 555 and N11. Customer may not, in any case, send outbound (end user/Customer to PSTN) traffic over a NetDiverse circuit that did not originate from a NetDiverse phone number specific to the rate center in which the circuit is located. In the event any third party requires an audit of NetDiverse’s minutes of traffic, Customer will cooperate with such audit, at an expense to be shared equally by the parties. Customer shall grant access to CDRs and other necessary information reasonably available to NetDiverse or any third party solely for the purpose of verifying Customer’s minutes of traffic.
10. Other Database Updates. Customer will utilize NetDiverse-provided order forms to provide accurate data required by NetDIverse to complete all updates to the LIDB, CARE, LNP, Directory Assistance and any other necessary databases. Customer agrees to pay NetDiverse for performing these updates as specified in NetDiverse’s price list, which is incorporated by reference into this Schedule. In regards to LNP, Customer agrees to complete and verify LNP before updating the 911 database.
11. Pricing. In addition to the applicable non-recurring charges, rates for  IP Trunking Service consist of (i) per minute usage charges, including Long Distance (IntraState & InterState) and Toll Free (which shall be provided in  accordance with the Long Distance Voice Services Schedule AND Long Distance and Toll Free Usage Rates) and (ii) monthly recurring charges for the number of concurrent call paths, DIDs, and optional features. Service includes unlimited local usage. Rates are specified in the applicable Customer Order.
12. Additional Charges. Customer is subject to the applicable charges for moves, adds, changes, and upgrades for those items covered by this Schedule. All Services other than those stated herein will be provided at the prevailing charges set forth in the applicable tariff. Service records will constitute full proof of the content and nature of Customer’s Service(s).
13. Use of Service. Customer may use the Service for any lawful purpose provided that: a) such use does not interfere with or impair service over any of the facilities and associated equipment constituting NetDiverse’s network; b) such use does not impair the privacy of any communications over the facilities and equipment of NetDiverse; c) Customer will use the Service in accordance with all laws and regulations, and the terms and conditions contained in this Schedule and NetDiverse’s applicable tariff; and d) Customer may not use the Service for outbound call center (or similar enterprise), 900/976 based or other information or entertainment services, telemarketing, autodialing, continuous or extensive call forwarding, fax broadcast, or fax “blasting.” NetDiverse may make changes to the Service provided that any such change will not materially adversely affect the performance of the Service. NetDiverse reserves the right to immediately terminate the Service if NetDiverse determines, in its sole discretion, that theCustomer has violated any term of this Schedule.13.1 Customer agrees to use the Service solely for Customer’s own internal purposes. Customer shall not use the Service, either on a stand-alone basis or in combination with any other services or products, to provide any telecommunications or other service to a third-party. Any such use by Customer shall be deemed a default under this Agreement.13.2 Customer is solely responsible for the content of any transmissions of Customer and any third party utilizing Customer’s facilities or NetDiverse’s facilities; use of other organization’s network or computing resources are subject to their respective permission and usage policies. Customer shall limit access to and use of the Internet Services to its employees and end-users solely for Customer’s business purposes. Customer agrees to abide by NetDiverse’s Acceptable Use Policy and Privacy Policy, each as amended from time to time, and to require any and all employees, contractors, end-users or other representatives using the Customer’s Internet Services to abide by same, each can be found at www.netdiverse.com/aup and www.netdiverse.com/privacy respectively.

14. Fraudulent Calls. Customer shall be responsible for paying NetDiverse for all charges for Service, even if incurred as a result of fraudulent or unauthorized use. In the event NetDiverse discovers or reasonably believes fraudulent calls being made, NetDiverse may take immediate action that is reasonably necessary to prevent such fraudulent calls from taking place, including without limitation, denying Service to particular Automatic Number Identifiers (ANIs) or terminating Service to or from specific locations. NetDiverse shall use reasonable efforts to notify Customer in the event NetDiverse takes action upon discovery of fraudulent calls. In the event Customer discovers or reasonably believes fraudulent calls being made, Customer shall notify NetDiverse as soon as possible at 1-877-763-1014

15. Call Detail Records. Customer will be billed according to the rates in the Customer Order based on call duration of each Call Detail Record (“CDR”). Call duration for outbound services will be from answer supervision of the called party to disconnect. Call duration for inbound service will be from trunk seizure of the Customer’s platform to disconnect. Rating and rounding periods for local, intraLATA and interLATA traffic are rate-plan specific. Time zones for billing of domestic traffic will be determined by point of interconnection with NetDiverse. Due to error suspense, some calls may appear on a later-dated file, but such calls will retain their original dates.
16. Emergency Services (911; E-911). PLEASE READ THE INFORMATION BELOW ABOUT 911 DIALING CAREFULLY. BY USING AND PAYING FOR THE SERVICE, CUSTOMER ACKNOWLEDGES AND AGREES TO ALL OF THE INFORMATION BELOW REGARDING THE LIMITATIONS OF THE SERVICE WITH REGARD TO 911 EMERGENCY DIALING SERVICE, AND THE DISTINCTIONS BETWEEN SUCH SERVICE AND TRADITIONAL WIRELINE 911 OR E-911 CALLS.In particular, please note that Customer will not be able to place traditional wireline 911 or E-911 calls with this VOIP service:

• In the event of a power outage;
• In the event of a loss of connectivity to the internet;
• In the event Customer uses the phone at a location other than the established fixed, primary location as determined by NetDiverse’s service records (commonly known as “nomadic” use).Customer acknowledges that NetDiverse has advised that the Service does not support traditional wireline 911 or E911 in these instances. Customer agrees to advise all individuals of this limitation who may have occasion to place calls using this Service.Notwithstanding anything in the Agreement, any Emergency Services (911; E-911 calling) that are provided by NetDiverse are provided pursuant to applicable tariffs, which tariffs set forth NetDiverse’s sole liability related to the same.

17. Warranties. EXCEPT AS OTHERWISE PROVIDED HEREIN, THERE ARE NO AGREEMENTS, WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORILY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE SERVICE(S). NETDIVERSE ALSO MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. ALL SUCH WARRANTIES ARE EXPRESSLY EXCLUDED AND DISCLAIMED. NETDIVERSE DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR AT ANY MINIMUM SPEEDS.
18. Service LevelsThe following Service Levels apply to Customers who are end-users of NetDiverse voice Services only. They do not apply in any case where Services are re-sold (where resale is allowed).(A) Availability Service Level. The Availability Service Level for this Service is 99.9% in a 30 day month. Service is considered “unavailable” if it is unable to send or receive traffic for reasons other than an Excused Outage. An unavailability event is measured from the time Customer opens a trouble ticket with NetDiverse until the affected Service is restored. In the event that Service is unavailable, Customer will be entitled to a service credit off of the Monthly Recurring Charge (MRC) for the affected Service based on the cumulative unavailability of the affected Service in a given calendar month as set forth in the following table:(% of MRC)Service Availability00:00:01 – 00:43:00 0%00:43:01 – 02:00:00 5%02:00:01 – 04:00:00 15%

    04:00:01 + 25%

    (B) Voice Call Success Rate (CSR). The CSR Service Level for Voice Service is 99.9% per month. CSR is measured by NetDiverse as a monthly average across the NetDiverse network calculated based on the number of voice sessions established against the total sessions offered. In the event NetDiverse does not meet the CSR Service Level for reasons other than an Excused Outage, Customer will be entitled to a service credit off of the MRC for the affected Service in the particular month as set in the following table:

    CSR Level

    98 – 99.90% 5%

    94 – 97.99% 10%

    90 – 93.99% 15%

    89.99% or less 25%

    *The CSR Service Level does not apply during the 90 days following the Service Commencement Date.

    (C) Limitation. The Service Levels stated herein do not apply to any Services which originate or terminate outside of the United States. Customer will be entitled to receive credits on only one Service Level in any calendar month (even if NetDiverse fails to meet more than one such Service Level). Customer will elect which Service Level it seeks to exercise when its claim for credits is made to NetDiverse.

    (D) Chronic Outage. As its sole remedy, Customer may elect to terminate any affected Voice Service prior to the end of the Service Term without termination liability if, for reasons other than an Excused Outage, the Service is “unavailable” (as defined in subpart A immediately above) for more than 1 consecutive hour in 3 consecutive calendar months, or for more than 24 hours in the aggregate in any calendar month. The termination right must be exercised within 30 days of the event giving rise to it.