Kandy PSTN Services Terms

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For Kandy Public Switched Telephone Network (PSTN) Services

Index

1. Kandy Emergency Services

2. Kandy Inbound Voice Services

3. Kandy Resale Messaging Services

4. Kandy Resale Services Bundles

5. Kandy Toll Free Services

6. Kandy VoIP-Originated Outbound Services

7. Surcharges, Taxes, and Fees

8. Recourse, Complaints and Contact Info

1. Kandy Emergency Services

These terms for the Kandy Emergency 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 Kandy Communications, an AVCtechnologies Company and all of its and their affiliates, subsidiaries, employees, shareholders, agents, vendors, and representatives (“Kandy”) 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 Kandy, through its service delivery affiliate for the applicable jurisdiction, will establish and provide Kandy Emergency Services in accordance with this Service Specific Description, which may be supplemented or revised from time-to-time upon thirty (30) days’ prior written notice from Kandy to Customer. Customer agrees to be solely responsible, and to indemnify Kandy, for ensuring the compliance of Customer’s users with each requirement of the Kandy Emergency Services outlined herein.

1.2 The Kandy Emergency Services is available only for the countries which Kandy expressly certifies the availability of Emergency Services, obtains from the Customer the end user’s Emergency Services address, and has provided Emergency Services Rates to Customer as outlined in the applicable exhibit to the Agreement with the Customer, or on any subsequent Rate Notification.

1.3 Kandy will provide Kandy Emergency Services conditioned upon Customer (i) completing the Set-Up Acknowledgment, Service Limitations Acknowledgment and the Service Certification Form; (ii) providing the respective location data for accurate routing of emergency calls to the most geographically appropriate PSAP by means of the existing emergency calling infrastructure; (iii) delivering the call back number and valid address to the PSAP during an emergency call using existing emergency calling infrastructure; and (iv) procuring and placing the stickers on each enabled device, if required, and (v) consenting to Kandy’s use and sharing of this information for the purposes set forth herein. Services will provide Customer the ability to load endpoint location data into the systems connected to the existing emergency calling infrastructure.

1.4 Customer expressly releases, and will obtain from Customer’s users waivers releasing, Kandy from any claims or liability arising from the provision of the Kandy Emergency Services, except with regard to the obligation to ensure that the interconnection trunking arrangements are compatible with the emergency calling infrastructure. Customer bears sole responsibility for providing emergency services to Customer’s users and for any costs associated with providing these services, including but not limited to the payment of any governmental fees or assessments related to emergency services or privacy or data protection. Customer agrees to indemnify and hold Kandy harmless from any and all claims, damages, suits, costs, charges, or fees (including attorney’s fees and court costs) arising from or related to any claims or liability associated with the provision of Kandy Emergency Services, or Customer’s provision of emergency services to Customer’s users.

1.5 Customer understands that some jurisdictions may require Customer to obtain affirmative acknowledgement from all of Customer’s users concerning the differences between Kandy Emergency Services as compared to traditional providers of telecommunications services as well as other disclosures. Customer acknowledges and agrees that, when necessary, it is solely responsible for (i) the execution and maintenance of the relevant affirmative acknowledgements for each endpoint location served by the Kandy- Emergency Services; (ii) the provision and affixing of labels to all devices at the endpoint location supported by the Kandy Emergency Services if required; and (iii) the compliance with all legal obligations associated with the provision of emergency services to its users including those related to privacy and data protection. Customer indemnifies Kandy from any liability associated with Customer’s failure to comply with any of these obligations in Section 1.

2. Rates

2.1 Kandy sets forth the Rates for Kandy Emergency Services in the applicable exhibit to the Agreement with the Customer.

2.2 ECC Charges in US and Canada. If a call is made from a non-provisioned or improperly provisioned telephone number in US and Canada, the call will not be automatically routed to the correct PSAP. Instead, that call may be handled by the backbone provider 24/7 Emergency Call Center (“ECC”). Customer acknowledges that for emergency call routing involving the ECC, Kandy has no ability to assist the caller in the event that (i) the caller cannot speak or identify their address; (ii) the data connectivity between the address database and the ECC is interrupted; or (iii) the Customer cannot provide the endpoint location information. Customer agrees to indemnify and hold harmless Kandy from all third party claims arising from such circumstances. In the event of a call being routed to the ECC under such circumstances, Customer must also pay a per-call ECC charge of USD $75, which is a pass through charge for routing calls to the National Call Center. Customer acknowledges responsibility for all ECC charges even if erroneous calls are placed by unknown persons accidentally or purposefully. Customers placing five or more calls per month to the ECC are subject to an additional USD $500 fee. The Parties acknowledge that this additional fee represents a good faith estimate of the additional cost, which will be incurred by Kandy and is not a penalty. Kandy may terminate this Attachment and Service, if Customer fails to correct non-provisioned or improperly provisioned telephone numbers and addresses, resulting in the imposition of repeated monthly additional fees.

3. Provisioning

Customer agrees to execute the required forms on the portal for each endpoint location served by the Service, which will enable Kandy to work with telecommunications carriers on Customer’s behalf for the purpose of establishing any required interconnections between Kandy, Customer and the telecommunications carrier in order to provide Services. The Parties understand and acknowledge that should Customer fail to provide the required forms, Kandy may not be able to provide the Services, in whole or in part. For each telephone number, for which Customer desires Kandy Emergency Services, Customer must provide Kandy with the telephone number and a correct and valid emergency response address for that telephone number, along with evidence of the end user’s consent. Customer must update this information whenever necessary to reflect changes, again, with the end user’s written consent.. Customer will provide the origination telephone number, also known as the Automatic number identification (“ANI”) with every subscriber call presented to Kandy for processing. Kandy will have no obligation to provide Services with respect to any call that does not include ANI and will not be liable for any claims arising from any efforts undertaken by Kandy to provide the Service under such circumstances.

Additionally, Customer acknowledges that in regions where Services are provided by means of a non-native Emergency Services solution, including but not limited to emergency calls which do not flow through the Public Switched Telephone Network selective router and route to the trunk group serving the appropriate Public Safety Answering Point (PSAP), in the event a caller cannot speak, no information will be provided to the PSAP to contact either Kandy or Customer to obtain information on how the call should be handled. Customer agrees to indemnify and hold harmless Kandy from all third party claims arising from such circumstances.

4. Limitations

CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS ALL LIMITATIONS TO THE EMERGENCY SERVICES AND AGREES TO CONVEY THESE LIMITATIONS TO ALL PERSONS WHO MAY HAVE OCCASION TO PLACE CALLS OVER THE SERVICE. IF THE ADDRESS ASSOCIATED WITH A TELEPHONE NUMBER CHANGES OR THE “ANI” DELIVERY CHANGES, CALLS MAY BE DIRECTED TO THE WRONG EMERGENCY AUTHORITY, MAY TRANSMIT THE WRONG ADDRESS, OR MAY FAIL ALL TOGETHER. ALL CHANGES REQUIRE KANDY'S PRIOR WRITTEN APPROVAL. EMERGENCY CALLS CAN FAIL IF THERE IS AN ELECTRICAL OUTAGE OR NETWORK ISSUES INCLUDING NETWORK CONGESTION, OR OTHER TECHNICAL PROBLEMS. CALLS WILL FAIL IF THE SERVICE IS SUSPENDED OR TERMINATED. CUSTOMER ACKNOWLEDGES AND AGREES THAT KANDY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF ASERVICE OUTAGE, ANY INABILITY TO USE THE SERVICES, OR ANY INABILITY TO ACCESS EMERGENCY SERVICES PERSONNEL.

5. Fair Usage Policy for Kandy Emergency Services

5.1 Kandy provides Kandy Emergency 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.

5.2 Kandy strictly prohibits any use of the Kandy Emergency Services inconsistent with the purpose, including without limitation that traffic patterns fail to conform to a natural distribution determined by Kandy using its sole discretion (collectively “Prohibited Uses”).

5.3 Kandy 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 Kandy 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 Kandy, or if Prohibited Uses appear in any subsequent billing cycles, Kandy 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.

6. Cooperation with Third Parties

6.1 Kandy is providing the Voice Services through third party service providers with whom Kandy 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 Kandy to the Customer) in the delivery of the Voice Services.

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2. Kandy Inbound Voice Services

These terms for the Kandy Inbound Voice Services are expressly incorporated into the agreement pertaining to the voice services described herein entered into by Customer and Kandy or one of the operating entities that is a subsidiary, parent or affiliate of Kandy, 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 Kandy, through its service delivery affiliate for the applicable jurisdiction, will provide origination of domestic voice traffic for direct inward dialing (“DID”) calls with termination to the Customer interconnection (“Kandy Inbound Voice Services”).

1.2 Where commercially available, domestic telephone numbers associated with the Kandy Inbound Voice Services will be provided by Kandy or ported from the end user’s existing service provider. The timing and portability of telephone numbers from end user’s existing service provider depend on that releasing provider’s policies, and therefore are not guaranteed by Kandy.

1.3 The Inbound Voice Service does not include any functionality or features of 911 or Emergency Service. To obtain Emergency Service from Kandy, Customer must agree to the separate Service Specific Description for Emergency Services.

2. Rates

2.1 Kandy 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 Kandy will provide Rates for Kandy Inbound Service as outlined in the applicable exhibit to the Agreement with the Customer.

3. Fair Usage Policy for Kandy Inbound Voice Services

3.1 Kandy provides Kandy Inbound Voice 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 Kandy Inbound Voice Services are intended to be used for general purpose enterprise usage (which may include conferencing or enterprise contact center usage). Kandy strictly prohibits any use of the Kandy Inbound Voice Services inconsistent with the purpose, including without limitation that traffic patterns fail to conform to a natural distribution determined by Kandy using its sole discretion across Regional Bell operating company (RBOC), incumbent local exchange carrier (ILEC), competitive local exchange carrier (CLEC) and wireless origination points (collectively “Prohibited Uses”).

3.3 Kandy 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 Kandy 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 Kandy, or if Prohibited Uses appear in any subsequent billing cycles, Kandy 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 Kandy is providing the Voice Services through third party service providers with whom Kandy 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 Kandy to the Customer) in the delivery of the Voice Services.

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3. Kandy Resale Messaging Services

These terms for the Kandy Resale Messaging Services are expressly incorporated into the agreement pertaining to the voice services described herein entered into by Customer and Kandy or one of the operating entities that is a subsidiary, parent or affiliate of Kandy, 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 Kandy, through its service delivery affiliate for the applicable jurisdiction, will provide Customer a Service that allows Customer to incorporate the Kandy solution into the Customer application for its customers (“Messaging End Customers”) to send and receive short message service (“SMS”) text messages on any telephone number the Customer enables (“Resale Messaging”), pursuant to the terms and conditions set forth in the Agreement. Kandy will use commercially reasonable efforts to process the message and promptly route messages with downstream communications carriers for delivery to the final destination.

1.2 Enablement. Kandy will grant Customer access to its portal, or the supporting application protocol interface (“API”), for Customer to enable its telephone numbers obtained from its Kandy Inbound Voice Services or its Kandy Toll Free Services (“Messaging Enabled Numbers”), to send and receive any messages delivered via Kandy Resale Messaging Service, and to track delivery analytics provided therein.

1.3 Message Retention Schedule. For messages transmitted via Kandy Resale Messaging Services, Kandy will retain: (i) the messages in their entirety (message detail record and content) for no longer than fifteen (15) days from successful processing to assist with addressing any support or technical issues; and (ii) the message detail record for no longer than three (3) years (“Message Retention Schedule”), unless Kandy is required by law to or pursuant to an outstanding legal obligation to retain for a longer period. Notwithstanding the Message Retention Schedule, Customer will be solely responsible, as between Kandy and Customer, for retaining, or requiring its Messaging End Customers in writing to retain, any messages or message detail records necessary to ensure its compliance with all applicable laws.

1.4 Restrictions. To protect our network and connections with underlying providers for this Service, Kandy will employ throttling on outbound SMS Messages consistent with industry standards and guidelines. Kandy reserves the right to employ any other throttling measures, including without limitation restricting the number of messages per number per day, as Kandy deems necessary in its sole and reasonable discretion. Kandy also reserves the right, but is under no obligation, to: (i) monitor the use of the Kandy Resale Messaging Service by Customer, or its Messaging End Customers, under this Service Specific Description, including without limitation messages sent using the Kandy Resale Messaging Service, in the normal course of provisioning its Services; (ii) block the transmission of any data or content, which might be in violation of the Agreement or any applicable law, without notice; and (iii) discontinue Service under this Service Specific Description, without notice, if Kandy determines, in its reasonable and sole discretion, that Customer is presenting, directly or via proxy, to its Messaging End Customers an application without additional features beyond the Kandy API.

1.5 Warranty Disclaimer. Kandy will only transmit such messages, expressly conditioned on a basis of good faith that Customer and its Messaging End Customers use the Services in accordance with the Agreement, including without limitation Section 3 below. Due to the conditions set forth in Section 3, Kandy cannot guarantee the delivery, accuracy, content, reliability, security, performance, or timeliness or success of delivery of messages using the Kandy Resale Messaging Service. Under no circumstances will Kandy be responsible for the messages Customer or any of its Messaging End Customers transmits via Kandy Resale Messaging Service, including without limitation for the accuracy, message corruption, inappropriate, fraudulent, or inaccurate content, breach of privacy, or breach of data security associated with such messages. Customer agrees to include a disclaimer no less stringent than this Section in the agreements with its Messaging End Customers.

1.6 Internal Use. For avoidance of doubt, Kandy agrees that Customer may also use the Kandy Resale Messaging Service for its internal business purposes pursuant to the terms of this Service Specific Description.

2. Rates

2.1 Kandy will calculate all Rates for Kandy Resale Messaging Services on a per-message basis for any message received into the Kandy platform, regardless of the successful delivery of the message.

2.2 Kandy will provide Rates for Kandy Resale Messaging Services as outlined in the applicable exhibit to the Agreement with the Customer.

3. Customer Responsibilities

3.1 Customer will order Kandy Resale Messaging Services by expressly authorizing and enabling the Service in the Kandy portal, or the supporting API, and consenting to the collection, use or disclosure of any personal information, to enable the Messaging Enabled Number, which will result in the registration of such Messaging Enabled Numbers for messaging. Such authorization will require Customer to ensure that the Messaging Enabled Numbers used in Kandy Resale Messaging Services are provisioned on behalf of legitimate owners of the telephone numbers.

3.2 Customer acknowledges, and will ensure that its Messaging End Customers acknowledge in writing, that delivery time for messages using Resale Messaging depend on various factors associated with the third-party networks used to deliver messages, including without limitation their default practices on discarding undelivered messages.

3.3 Though Kandy utilizes electronic and physical security to reduce the risk of improper access to or manipulation of data during transmission and storage, Customer acknowledges, and will ensure that its Messaging End Customers acknowledge in writing, that (i) text messages are transmitted unencrypted when traversing the Public Switched Telephone Network; and (ii) Kandy does not guarantee the security or integrity of the personal information in transmission or storage with Kandy Resale Messaging Services. Customer agrees to communicate all such sensitive information by a different protected or encrypted method, and require the same of its Messaging End Customers in writing.

3.4 Customer warrants that: (i) Customer will be solely responsible for complying with all applicable regulations and restrictions prohibiting or regulating messages transmitted via Kandy Resale Messaging Services in each jurisdiction where messages are transmitted, distributed or received, including privacy and data protection laws and regulations (“Applicable Consumer Protection Laws”); (ii) the owners of the telephone numbers Customer uses to initiate unsolicited text messages through Kandy Resale Messaging Service have expressly consented, or otherwise opted-in, in writing to receive such messages for commercial purposes as required by any applicable law or regulation; (iii) Customer will provide clear opt-out or unsubscribe information on text messages as required by any applicable law or regulation; and (iv) Customer will obtain warranties set forth in subsections (i), (ii) and (iii) in writing from any of its Messaging End Customers using the Kandy Resale Messaging Service.

3.5 Customer agrees to be solely responsible for: (i) scrubbing and maintaining the list of recipients of their messaging; (ii) obtaining and retaining all documentation sufficient to demonstrate the compliance set forth in this Section, and providing such to Kandy upon written request; (iii) setting and securing any endpoints used in conjunction with Kandy Resale Messaging Services; (iv) all acts or omissions that otherwise occur under the Customer account; and (iv) obtaining warranties as set forth in subsections (i), (ii) and (iii) in writing from any of its Messaging End Customers using the Kandy Resale Messaging Service.

4. Fair Usage Policy for Kandy Resale Messaging Services

4.1 Kandy provides Kandy Resale Messaging 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.

4.2 The Kandy Resale Messaging Services are intended to be used for general purpose enterprise usage (which may include conferencing or enterprise contact center usage). Kandy strictly prohibits any use of the Kandy Resale Messaging Services inconsistent with the purpose, including without limitation that traffic patterns fail to conform to a natural distribution determined by Kandy using its sole discretion across RBOC, ILEC, CLEC and wireless origination points (collectively “Prohibited Uses”).

4.3 Kandy 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 Kandy 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 Kandy , or if Prohibited Uses appear in any subsequent billing cycles, Kandy 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.

5. Cooperation with Third Parties

5.1 Kandy is providing the Voice Services through third party service providers with whom Kandy 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 Kandy to the Customer) in the delivery of the Services.

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4. Kandy Resale Services Bundles

These terms for the Kandy Resale Services Bundles are expressly incorporated into the agreement pertaining to the voice services described herein entered into by Customer and Kandy or one of the operating entities that is a subsidiary, parent or affiliate of Kandy, 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 Kandy , through its service delivery affiliate for the applicable jurisdiction, will provide the Kandy Resale Services Bundles (“Kandy Resale Services Bundles”) as a bundled communications solution for Voice Services identified in this Service Specific Description.

1.2 Kandy 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 Kandy Resale Services Bundle type configured on each trunk.

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

1.2.2 At the end of each billing cycle, Kandy 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 Kandy bundles a number of discrete Voice Service components into each of the Kandy Resale Services Bundles offered, which may be supplemented or revised from time-to-time at Kandy ’ sole discretion. Kandy will provide seven (7) days written notice of any changes to the content of the Kandy Resale Services Bundles. Kandy will provide any Voice Service components within a Kandy 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 Kandy VoIP-Originated Outbound Services Specific Description.

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 Kandy VoIP-Originated Outbound Services Specific Description.

1.4 Resale Services Bundle Term. Customer agrees to purchase the Kandy 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 Kandy 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 Kandy Resale Services Bundle Term. Such termination will be effective on the last day of the current Kandy Resale Services Bundle Term, which means Customer will pay for its Kandy Resale Services Bundles until the end of current Kandy Resale Services Bundle Term regardless of the date of the notice.

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

1.4.3 Kandy 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 Kandy Resale Services Bundle Term to be applicable in the subsequent Kandy 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 Kandy’s underlying vendors, and that Kandy has agreed to provide the discounts and Rates associated with the applicable quote or proposal to the Customer from Kandy based on Customer purchasing a certain amount of Services. In its sole and reasonable discretion, Kandy may increase Rates in good faith pursuant to the terms of the Agreement, if Kandy’s aggregate costs associated with providing Service(s) increase more than five percent (5%). If Customer terminates the Agreement as a result of Kandy adjusting Rates pursuant to the foregoing sentence, Kandy agrees to waive any charges for the remaining months in the current Kandy Resale Services Bundle Term.

2. Rates

2.1 Kandy 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 Kandy 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 Kandy 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 Kandy 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 Kandy to the Customer.

2.4 Kandy 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. Kandy will not pro-rate Kandy Resale Services Bundles upon cancellation of Service.

2.5 In addition to the Rates in the applicable exhibit to the Agreement with the Customer , Kandy 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 Kandy Resale Services Bundles, will be deducted from the available allocation.

3. Fair Usage Policy for Kandy Resale Services Bundles

3.1 Kandy provides Kandy 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. A fair use policy of 250 minutes per user per month applies.

3.2 The Kandy 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. Kandy strictly prohibits any use of the Kandy 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 Kandy using its sole discretion across RBOC, ILEC, CLEC and wireless destinations; or (iii) using Kandy Resale Services Bundle not associated with a DID Number provided by Kandy (collectively “Prohibited Uses”). As between Customer and Kandy , Customer will be solely responsible for ensuring that all of its Downstream Channel Customers comply with this Fair Usage Policy.

3.3 Kandy 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 Kandy 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 Kandy , or if Prohibited Uses appear in any subsequent billing cycles, Kandy 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

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5. Kandy Toll-Free Services

These terms for the Kandy Toll-Free Services are expressly incorporated into the agreement pertaining to the voice services described herein entered into by Customer and Kandy or one of the operating entities that is a subsidiary of Kandy, 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 Kandy, through its service delivery affiliate for the applicable jurisdiction, will provide origination of voice traffic for toll free calls within the Territory with termination to the Customer (“Kandy Toll Free Services”).

1.2 The Kandy Toll Free Services do not include any functionality or features of 911 or Emergency Service. To obtain Emergency Service from Kandy, Customer must agree to the separate Service Specific Description for Emergency Services.

1.3 The Kandy Toll Free 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 Kandy Toll Free 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.

1.4 Use of the Kandy Toll Free 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 Kandy to the Customer.

2. Rates

2.1 Kandy 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 Additional Surcharges.

2.2.1 If 10% or more of the Customer’s calls are not able to be completed, Kandy may impose a surcharge of USD $0.05 per call.

2.2.2 If 10% or more of the Customer’s calls are equal to or less than sixty (60) seconds, Kandy may impose a surcharge of USD $0.01 per call.

2.3 Kandy will provide the Rates for Kandy Toll-Free Services as outlined in the applicable exhibit to the Agreement with the Customer.

3. Fair Usage Policy for Kandy Toll-Free Services

3.1 Kandy provides Kandy Toll Free 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 Kandy Toll Free Services are intended to be used for general purpose enterprise usage (which may include conferencing or enterprise contact center usage). Kandy strictly prohibits any use of the Kandy Toll Free Services inconsistent with the purpose, including without limitation that traffic patterns fail to conform to a natural distribution determined by Kandy using its sole discretion across RBOC, ILEC, CLEC and wireless origination points (collectively “Prohibited Uses”).

3.3 Kandy 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 Kandy 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 Kandy, or if Prohibited Uses appear in any subsequent billing cycles, Kandy 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

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6. Kandy VoIP-Originated Outbound Services

These terms for the Kandy VoIP-Originated Outbound Services are expressly incorporated into the agreement pertaining to the voice services described herein entered into by Customer and Kandy or one of the operating entities that is a subsidiary of Kandy, 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 Kandy, 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 (“Kandy 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. Kandy 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. Kandy 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. Kandy 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. Kandy 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 Kandy VoIP-Originated Outbound Services do not include any functionality or features of 911 or Emergency Service. To obtain Emergency Service from Kandy, Customer must agree to the separate Service Specific Description for Emergency Services.

2. Rates

2.2 Kandy 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, Kandy will charge based on the then-effective Rate Notification, or exhibit to the Agreement with the Customer, or as posted.

2.4 The Kandy 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 Kandy 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 Kandy 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 Kandy to the Customer.

2.6 Additional Surcharges. If Customer’s Kandy VoIP-Originated Outbound Services traffic fails to meet one or more of the following conditions in a given billing cycle, Kandy 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 Kand, 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 Kandy will provide the Rates for Kandy VoIP-Originated Outbound Services as outlined in the applicable exhibit to the Agreement with the Customer.

3. Fair Usage Policy for Kandy VoIP-Originated Outbound Services

3.1 Kandy provides Kandy 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 Kandy 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. Kandy 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 Kandy using its sole discretion across RBOC, ILEC, CLEC and wireless destinations (collectively “Prohibited Uses”).

3.3 Kandy 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 Kandy 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 Kandy , or if Prohibited Uses appear in any subsequent billing cycles, Kandy 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

Exhibit 1

Kandy VoIP-ORIGINATED OUTBOUND SERVICES DESCRIPTION

This Kandy VoIP-Originated Outbound Services Description is expressly incorporated into the Agreement entered into by Kandy and Customer. Capitalized terms used and not defined herein will have the meanings set forth in the Agreement and any applicable Schedules.

RECITALS:

Whereas, Kandy 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 Kandy 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. Kandy will provide Customer with Rates and related terms applicable to Kandy VoIP-Originated Outbound Services via electronic Rate Notification. By executing this certification, Customer agrees to pay for Services at Kandy’s 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 Kandy that, from and after the Effective Date of the Agreement:

All of Customer’s VoIP voice Traffic delivered to Kandy for termination pursuant to this Service Specific Description will be routed across separate trunk groups or IP addresses (as designated by Kandy) 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 Kandy 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 Kandy that is not certified VoIP voice Traffic, Customer will use separate trunk groups or IP addresses (as designated by Kandy) 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 Kandy if its certification above becomes untrue or misleading.

D. If Customer delivers Traffic to Kandy which Customer has certified as being VoIP voice Traffic which is, in fact, not VoIP, Customer will indemnify and hold harmless Kandy from any losses, claims or other damages of whatever kind arising from, or related to, Kandy’s termination of, or representation of such Traffic as being VoIP. Further, if Customer delivers Traffic to Kandy that Customer has certified as being VoIP voice Traffic but that Customer cannot demonstrate to Kandy in a reasonable time is, in fact, VoIP voice Traffic, Kandy may immediately cease terminating such Traffic without liability.

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7. SURCHARGES, FEES, AND TAXES

In addition to the service charges invoiced by Kandy, various surcharges, fees and taxes may be applied to your invoice based on the type of service you have and the geographic location. This guide is intended to help you better understand surcharges, fees and taxes which are assessed by Kandy.

1. Cost Recovery Fee

The Federal Cost Recovery Fee is a non-discountable charge which is not a tax or a government mandated fee but is assessed by Kandy as permitted by the United States Federal Communication Commission (“FCC”) regulation. The Federal Cost Recovery Fee allows Kandy to defray portions of certain costs such as charges assessed by the FCC and indirect costs associated with administering and complying with government programs. The Federal Cost Recovery Fee percentage is subject to change as the cost of compliance changes and is currently set at 3.1%.

2. State & County E911 Fees

State and local jurisdictions impose E911 fees on certain services in order to fund the provision of 911 emergency telephone services. These fees are administered by the states and local jurisdictions. E911 fees are intended to be passed onto the customer on the invoice. Nonprofit organizations are generally subject to E911 fees, whereas they might be exempt from taxes or other fees. Kandy collects E911 fees from customers when required by applicable state and/or local law. The E911 fees commenced January 1, 2022.

3. Federal Universal Service Fund (FUSF)

The FCC regulates telecommunications service providers in the United States. It established the Federal Universal Services Fund (“FUSF”) in its current form in 1996. The FCC created the FUSF so telecommunications service providers that serve rural areas could offer services that are reasonably comparable in quality and price to those in urban areas, as well as help make affordable services available to low-income consumers, rural health care providers, and eligible schools and libraries. The FUSF is paid for by contributions from providers of telecommunications based of an assessment on their interstate and international end-user telecommunications revenues.

The contribution factor is found at FCC.gov. If your company files the FCC Form 499-A and pays FUSF contributions directly to the FUSF as a provider of telecommunications, your company may qualify for an exemption from FUSF pass-through charges that we impose on FUSF-assessable services. Please complete the FUSF Exemption Form, and then email it to AVCT-legal@avctechnologies.com. Please note that you are required to renew this exemption certificate annually.

4. State Universal Service Fund (USF)

Kandy may also be required to contribute to State Universal Service Funds (“SUSF”) on certain services. The funds may be used to assist in providing universal service and to support a variety of other programs at the state level. Kandy may collect applicable charges from its end-user customers. These charges are permissible pass-through surcharges but are not taxes or charges mandated by the government.

5. Sales and Use Taxes

All states, with limited exceptions, impose some form of state level sales and use tax. This tax is generally imposed on the sale or use of tangible personal property and certain services. These taxes are imposed upon the consumer. In many states, local jurisdictions also impose a sales or use tax. Certain exemptions apply for sales for resale, and sales to certain types of entities including government customers, non-profit entities, etc. Kandy collects sales and/or use taxes as required by state and/or local law.

6. State Utility or Gross Receipts Taxes

Many states impose a tax on gross receipts of telecommunications service providers. Certain exemptions may exist for the type of entity making the purchase of services, including other utilities. Kandy pays state utility and/or gross receipts taxes and may collect them from customers when required (or permitted) by applicable state laws and regulations.

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8. Recourse, Complaints and Contact Info

Individuals who wish to file a complaint or who take issue with Kandy's policies should direct such communications to:

Kandy c/o American Virtual Cloud Technologies

1720 Peachtree Street, Suite 629

Atlanta, GA 30309, USA

avct-legal@avctechnologies.com

Kandy undertakes periodic compliance review of our policies and procedures with respect to data privacy to ensure that the policy is implemented as presented and, in particular, to address any cases of non-compliance. Please refer to our Privacy Policy (which is updated on a regular basis to reflect evolving changes in privacy and data protection laws and regulations) or contact our Privacy Officer at privacy@kandy.io.

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