Amendment 2 -_Redacted.pdf

WISCONSIN DEPARTMENT OF ADMINISTRATION

DIVISION OF ENTERPRISE OPERATIONS

DOA-3051 (R 01/2013)

S. 51.01(5) WIS. STATS.; AND

S. 111.32(13M) WIS. STATS

Contract No.: 15-91579-102

Contract Amendment

I Amendment No.: 2

Contract Title: HI Capacity Local Voice Trunking Communications Services

This Amendment is entered into by and between the State of Wisconsin, Division ofEntemrise Technology, and the Contractor, whose name, address and principal officer appears below.

Contractor Name CenturyLink Sales Solutions, Inc.

Contractor Address 1801 California Street 9'" Floor

City: Denver I State: co Principal Officer:

STATE BUREAU OF PROCUREMENT

101 EAST WILSON STREET, 5TH FLOOR

POST OFFICE BOX 7867

MADISON, WI 53707-7867

FAX (608) 267-0600

TTY (608) 267-9629

HTTP:/NENDORNET.STATE.Wl.US

I Zip: 80202

The parties wish to change the terms of the above-referenced Contract in the following manner:

CenturyLink has done a Technology upgrade from SIP Trunk (Sonus Platform) to IQ SIP (Comhiue Legacy Qwest & Legacy CenturyLink on Broadsoft Platform) which is CenturyLinks go forward product.

Except as expressly changed by this Amendment, the terms, conditions, rights and obligations of Contract No.:

15-91579-102 shall remain in effect unchanged. In the event of any inconsistency or conflict in the Contract and this Amendment, the provision of this Amendment shall control.

For State of Wisconsin Department of Administration Rick S. Hughes

Date

For

By

To Be Completed by Contractor

Company N me · ego IS tL !:

Address

City State

Printed Name

Title

5/3/0\0r:f, Date

Zip

This document can be made avallable in alternate formats to individuals with disabilities upon request.

AMENDMENT TWO TO THE CENTURYLINK CONTRACT

FOR HI CAPACITY LOCAL VOICE TRUNKING COMMUNICATIONS SERVICES

Contract 15-91579-102

This Amendment 2 (N97552) is by and between the State of Wisconsin (Customer) and Centurylink Sales Solutions, Inc, as contracting agent on behalf of the applicable Centurylink affiliated entities providing the Products and Services ("Centurylink"). Except as set forth in this Amendment, capitalized terms will have the definitions assigned to them in the Agreement. This Amendment established the terms and conditions governing Centurylink's provision of the Products and Services priced herein.

It is agreed by the parties to amend the Contract as follows:

1. Term, No changes Customer's existing Initial Term will remain in effect.

1.2 The purpose of this Amendment is to add an upgraded option for SIP Service. Amendment One (N71067 dated 7-28-14) added the Sonus-platform based SIP Service ("SIP Trunk Service Exhibit"). This Amendment two shall provide an upgrade to the Broadsoft-platform CenturyLink IQ® SIP Trunk Service e "Centurylink IQ SIP Trunk Service Exhibit" attached hereto and incorporated herein by this reference.

1.3 Except as herein amended, the provisions of the original Contract between the parties hereto are expressly reaffirmed and remain in full force and effect.

2. Miscellaneous.

2.1 On April 1, 2014, Centurylink completed an internal reorganization resulting in the merger of multiple CenturyLink owned companies into Qwest Communications Company, LLC. Slmultaneously with the merger, Qwest Communications Company, LLC d/b/a Centurylink QCC changed its name to CenturyLink Communications, LLC.

The term "Centurylink QCC" refers to the former "d/bla Centurylink QCC" company and not to any other Centurylink owned companies now a part of Centurylink Communications, LLC. References in the Agreement to "Qwest Communications Corporation,'' "Qwest Communications Company, LLC,'' or "QCC" are replaced with "Centurylink Communications, LLC".

2.2 This Amendment will be effective as of the date it is executed by Centurylink after the Customer's signature (the "Amendment Effective Date") and will become part of the Agreement. All other terms and conditions in the Agreement shall remain in full force and effect and be binding upon the parties. This Amendment and the Agreement set forth the entire understanding between the parties as to the subject matter herein, and in the event there are any inconsistencies between the two documents, the terms of this Amendment will control. Using Centuryllnk's electronic signature process for the Agreement is acceptable.

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1. General; Definitions. Capitalized terms not defined herein are defined in the Agreement. Centurylink QCC will provide CenturyLink IQ® SIP Trunk ("SIP Trunk") (collectively, "Service") under the terms of the Agreement and this Service Exhibit.

"Administrator Portal" enables the Customer administrator to: (a) set up End Users: (b) implement: (i) some moves, adds, changes, and deletions: and (ii) calling restrictions.

"Alien TN" means a telephone number that has not been ported to Service or has not been assigned by Centuryllnk.

Alien TNs are currently only permitted with SIP Trunk.

"ANI" means automatic number identification.

"Approved Connectivity" means a new or existing CenturyLink IQ® Networking port or Data Bundle Solution provided by CenturyLink QCC, or new or existing DIA Service or Internet Bundle provided by a Centurylink Affiliate other than CenturyLink QCC: If Customer selects an access type that does not provide guaranteed end-to-end QoS or if Customer is not using Approved Connectivity at any point in time (e.g., a Wi-Fi or wireless network or device), Customer may experience call quality issues. In these instances, Centurylink's Voice Availability SLA will not apply.

Additionally, Customer acknowledges that the only way to resolve quality issues on connectivity that does not provide end-to-end QoS may be to move to another connectivity type that provides end-to-end QoS.

"Approved CPE" means internet connectivity routers, Customer premises switches and routers, and IP enabled devices (e.g. handsets) and intangible computer code contained therein, designated by Centurylink. In some cases, Customer may provide its own Approved CPE. If Customer provides Approved CPE, the provisions of the "Customer-Owned CPE" section of this Service Exhibit will apply.

"Calling Party Number" (CPN) means the originating party's telephone number, as displayed on Caller ID (when Caller ID privacy is not restricted).

"Centurylink-Approved 911 Location" means Customer's current 911 location that is displayed on the My 911 Location page of the My Account: VoIP portal, which may be the 911 location of a Customer PPU, or an updated temporary location.that CenturyLink has previously approved. Service may only be used at a CenturyLink-Approved 911 Location.

"Customer Environment" means Customer's data network/equipment and premises environment.

"Enterprise Trunk" means an aggregation of Trunk Groups, primarily for the purpose of applying a routing policy to select a Trunk Group for a call terminating to the PBX from CenturyLink.

"EULA" means an end user license agreement for software of CenturyLink or a third-party provider. Customer End Users must accept a EULA before downloading certain software for use with the Service.

"Initial Term" means the original 60 month term of the Agreement, March 27, 2012 through March 26, 2017.

"IP" means Internet Protocol.

"IP Device" means IP-enabled station sets, expansion modules and handsets approved by CenturyLink for use with the Service.

"ISS" means Information Services Schedule which can be found at http://www.centurylink.com/tariffs/clc info services.pd! and which is subject to change. The ISS contains the current standard rates for domestic and international Off-Net Calls and toll free calls.

"MA TR" means minimum average time requirement.

"Minimum Service Term" is six months from the Start of Service Date.

"Net Rates" are in lieu of all other rates, offers, discounts, and promotions.

"Off-Net Calls" means any calls that are not (a) local calls, (b) Sxx outbound calls, or (c) On-Net Calls.

"On-Net Calls" means calls between the Service and any of the following CenturyLink services: Centurylink IQ SIP Trunk, Hosted VoIP, Managed Office, Managed Office Essentials, SIP Trunk (Sonus platform), Managed VoIP, Analog VoIP, Digital VoIP, or Integrated Access, and that are transmitted through the Service entirely over the CenturyLink IP network and not the PSTN or another carrier's IP network.

"Ported TN" means an existing telephone number that is currently subscribed to a local exchange ·carrier for local, local toll and/or long distance telecommunications services and ported to Centurylink for use with the Service.

DGM/JCP/N97552/Amends N71067 vS 1-27-15 redlines

"PPU" means the location given by the Customer as the Primary Place of Use for a particular TN or Sxx TN.

"Pricing Attachment" means a document containing rates specific to Service and is incorporated by reference and made a part of this Service Exhibit.

"PSAP" means public safety answering point.

"PSTN" means public switched telephone network.

"QoS" means Quality of Service.

"Renewal Term" means renewal periods equal to the Initial Term that commence once the Initial Term is complete.

"Router" means a router or router/switch approved by CenturyLink for use with the Service.

"RSS" means the International Rates and Services Schedule which can be found at http://www.centurvlink.com/tariffs/fcc clc ixc rss no 2.pdf and which is subject to change. The RSS contains provisions relating to international toll free service.

"Session" means a single unit of simultaneous call capacity.

"SIP" means Session Initiation Protocol.

"SIP Trunk Diversion Header" means a header used to support PSTN redirecting services such as Call Forwarding.

"SLAs" means service level agreements posted at http://www.centurvlink.com/leqal which are subject to change.

"Soft Phone" means software for an IP-enabled device that allows Customer's End Users to use the Service to make and receive calls on that-device.

"Start of Service Date" means the date Centurylink notifies Customer that Service is provisioned and ready for use.

"Term" means Initial Term"

Trunk Group" means a group of Sessions used for local or usage-based voice services.

2. Service.

2.1 Description. IQ SIP Trunk is described below. Each IQ SIP Trunk seat includes one TN.

(a) IQ SIP Trunk. IQ SIP Trunk provides the delivery of origination and termination of local, including 911, voice traffic and optionally long-distance and toll-free traffic via a SIP signaling interface enabled to the Customer Premise Equipment (CPE). All voice traffic will be delivered in an IP format over separately purchased Approved Connectivity. Customer must purchase Standard, Enterprise, or Usage Sessions with the Service. Features listed in this section (b) are only available with IQ SIP Trunk. Customer understands that the earliest time IQ SIP Trunk may be available to order is anticipated to be December 1, 2014.

(i) Standard IQ SIP Trunk Sessions. Standard IQ SIP Trunk Sessions include: the ability to make On Net and Off Net calls and terminate Toll Free calls, an End User Portal, an Administrator Portal, Call Wailing, Calling Line ID Delivery Blocking, Calling Name Retrieval, Calling, Malicious Call Trace, as well as other features. They offer sharing of Sessions among Enterprise locations and provide a PSTN failover upon unavailability of Trunk Groups.

(ii) Enterprise IQ SIP Trunk Sessions. Enterprise IQ SIP Trunk Sessions include: all features included in Standard IQ SIP Trunk Sessions, plus Business Continuity options, free Off-Net long distance minutes per Session purchased. They offer sharing of Sessions among Enterprise locations and provide a transparent PRI failover, Enterprise Trunking, and homing to geo diverse session border controllers.

(iii) Usage IQ SIP Trunk Sessions. Usage IQ SIP Trunk Sessions provide the ability to make On-Net and Off- Net calls and terminate toll free calls. Calls delivered over this Session type are all metered.

(iv) Optional IQ SIP Trunk Features. The optional features listed in this section are available only with IQ SIP Trunk.

(1) IQ SIP Trunk Basic Seats. IQ SIP Trunk Basic Seats are designed for use with Usage IQ SIP Trunk Sessions only. All calls made from IQ SIP Trunk Basic seats are metered.

DGM/JCP/N97552/Amends N71067

(2) IQ SIP Trunk Standard Seats. IQ SIP Trunk Standard Seats are for use with Standard IQ SIP Trunk

Sessions and Enterprise IQ SIP Trunk Sessions only. They are designed to address a company's standard calling practices (general business, support and clerical personnel) that do not require an advanced feature set. Standard Seats include a standard feature package.

(3) IQ SIP Trunk Premium Seats. IQ SIP Trunk Premium Seats are for use with any type of IQ SIP Trunk

Session. IQ SIP Trunk Premium Seats are designed to fit the needs of the majority of a company's professional employees. They provide End Users with advanced IP phone features as well as Anywhere and Mobilelink access.

(4) IQ SIP Trunk Mobility Seats. IQ SIP Trunk Mobility Seats are for use with any type of IQ SIP Trunk Session. An IQ SIP Trunk Mobility Seat includes standard IQ SIP Trunk features, Anywhere and Mobilelink.

(5) Enhanced 911 Service. 911 service provided with IQ SIP Trunk is associated with the main business TN at each Customer location, and not with the actual End User location. Customer may purchase optional Enhanced 911 Service for an additional charge. Enhanced 911 Service provides Customer the option to have an E911 service address per TN that is different than a main business TN.

(6) IQ SIP REFER. IQ SIP REFER allows Customer to transfer a call using a specific network protocol that causes the network to complete the call transfer rather than CPE.

(c) Additional Features. Customer may purchase the following optional services with IQ SIP Trunk for additional charges. Other optional features and services may be available on an individual case basis. The local and long distance calling service area for an IQ SIP Trunk telephone number is based on the area code and prefix assigned to the End User and does not depend on the End User's physical location.

(i) Hunt Groups. An additional MRC and NRC apply for each hunt group. An additional MRC will also apply if Customer orders a voice mail box for a hunt group.

(ii) Auto Attendant. An additional MRC and NRC apply for each auto attendant.

(iii) Voice Mail Only Seats. Customer may purchase optional voice mail only seats at the MRC shown on the

Rate Sheet. Voice mail only seats are featureless seats that allow inbound callers to leave a voice mail message.

Since IP handsets and Soft Phones are not available with a voice mail only seat, outbound calls and 911 calls cannot be made from a voice mail only seat.

(iv) Virtual Seats. A virtual seat does not include a physical device (like a phone) and is not associated to a IQ SIP Trunk Group. A TN associated with a virtual seat can be used as a line appearance on a phone, but cannot be used as the primary TN. Virtual seats have the same features as IQ SIP Trunk Premium Seats, except for the associated physical device.

(v) Available TNs. An available number is an unallocated number Customer retains in a pool for later use. An additional MRC applies for each available TN.

(vi) Anywhere TNs. Customer can order optional Anywhere TNs (find me, follow me capability) with IQ SIP

Trunk Premium Seats and with IQ SIP Trunk Mobility Seats. An additional MRC and NRC apply for each Anywhere

TN.

(vii) Local, 8XX and On-Net Calls. Local calls, 8XX outbound calls, and On-Net Calls are included in the

Standard, Premium, Conference Room, Receptionist and Basic Hosted VoIP seat MRCs, and in the Standard and Enterprise IQ SIP Trunk Session MRCs.

(viii) Off-Net Calls. Additional per minute charges apply to international Off-Net Calls. Additional per minute charges also apply to domestic Off-Net calls in excess of the quantity of waived minutes shown in the "Domestic Outbound Off-Net LD and Domestic Inbound 8XX Pricing" section on the applicable Rate Sheet (the "LD/TF Offer").

Centurylink may modify the LD/TF Offer upon expiration of the Initial Term, including reverting to standard Off-Net long distance rates. Standard per minute rates for domestic and international Off~Net long distance are shown in the ISS. If Customer negotiated non-standard Off-Net long distance rates on a Voice Service Exhibit, those negotiated rates will apply to long distance in lieu of the ISS rates or the LD/TF Offer. Regardless of where Off-Net pricing for

DGM/JCP/N97552/Amends N71067 long distance is located, the terms and conditions of this Service Exhibit will continue to apply to long distance used with Service. Additional per minute charges apply to each Off-Net Call leg of a conference call.

(ix) Toll-Free. Inbound toll free services are available with the Service. Centurylink is required by the FCC to state in this Service Exhibit that Customer is prohibited from using any toll free TN. or other TN advertised or widely understood to be toll free, in a manner that would violate FCC rule 47 CFR 64.1504. Additional per minute charges apply to international inbound toll free calls. Additional per minute charges also apply to domestic inbound toll free calls in excess of the quantity of waived minutes shown in the "Domestic Outbound Off-Net LD and Domestic Inbound 8XX Pricing" section on the applicable Rate Sheet (the "LD/TF Offer"). Centurylink may modify the LD/TF Offer upon expiration of the Initial Term, including reverting to standard domestic inbound toll free rates. Standard rates for domestic and international toll free service are in the ISS. If Customer negotiated non-standard toll free rates on a Voice Service Exhibit, those negotiated rates will apply to inbound toll free in lieu of the ISS rates or the LD/TF Offer.

Regardless of where toll free pricing is located, the terms and conditions of this Service Exhibit will continue to apply to toll free used with the Service.

(x) Operator Services. Available for calling or credit card billed calls only. No collect or third party billing calls are supported. Pricing for Operator Services is located in the FCC Operator Services Informational Tariff posted at:

http://www.centurvlink.com/tariffs/fcc clc ops t.pdf.

(xi) Directory Listing. An additional MRC applies to each basic business white page listing of a telephone number.

(xii) Directory Assistance. A flat per call charge applies to directory assistance.

(xiii) Receptionist Web Console. Receptionist Web Console is a Web-based application that provides receptionist console capabilities for Service on a Customer PC. An additional MRC applies for each Receptionist Web Console.

(xiv) Desktop/Mobile Soft Phones. Desktop and mobile Soft Phones are Internet-based software that allows Customer End Users to utilize the calling features of the Service on a Customer Windows/PC, Apple/Mac, Android, or iOS device using available Internet access. Voice quality and the ability to utilize the Soft Phones may be impacted by the availability of Customers Internet access, Internet capacity and associated Customer-provided hardware limitations. Customer End Users must accept a EULA wheri downloading Soft Phone software. Additional charges for available Soft Phones are shown on the Rate Sheet. . When purchased with IQ SIP Trunk, desktop and mobile Soft Phones can only be purchased in conjunction with Premium or Mobility Seats.

(xv) PAC/VPAC. PAC/VPAC are optional product account authorization codes available with the Service.

These authorization codes restrict access to outbound long distance dialing. End Users attempting to call long distance outside the authorized group are prompted to enter a code prior to placing the long distance call. Calls are not connected unless a valid code is entered.

2.2. Service Conditions. The following conditions apply to the Service:

(a) Site Conditions. Customer is responsible for ensuring that its Customer Environment is fully prepared for the convergence of voice and data services during the Term. Customer is responsible for fully understanding how changes in its data network will affect voice quality and reliability of the Service. The addition of new data network applications, increased usage, movement of Customer personnel, and equipment failures can all have an impact on Service using that network. Centurylink has no liability for Service deficiencies or interruptions caused by failures or malfunctions in the Customer Environment. A Centurylink representative will assist Customer in a technical interview to determine if the Customer Environment meets the specifications. Customer is responsible for providing all the necessary information to complete the technical interview. If Centurylink determines in the technical interview that the Customer Environment does not meet the specifications needed to use the Service, Customer may terminate the Service without liability for any Cancellation Charge.

(b) Access. Customer must provide Centurylink and/or its representative access to the Customer premises to the extent reasonably determined by Centurylink for the installation, repair, replacement, inspection and scheduled or emergency maintenance of the Service. The installation NRC covers either a single Customer site visit by a

DGM/JCP/N97552/Amends N71067

Centurylink technician (where Service is added to existing Approved Connectivity), or a maximum of two Customer site visits (where installation of the Service includes new Approved Connectivity). If additional site visits are required, time and material charges will apply at CenturyLink's then current rates. Customer is responsible for providing a safe place to work at its premises and complying with all laws and regulations regarding the working conditions at its premises.

(c) Voice Services (Long Distance and Toll Free). Centurylink will provide the voice services under the terms of the Agreement, ISS, and this Service Exhibit, or the State of Wisconsin LO Contract 15-91577-101 (Centurylink contract number 367786). Customer must choose one of the two options stated above.

(i) Description; Service Guide and SLA. Long Distance accepts domestic and international dedicated long distance traffic in IP format and converts such traffic for transmission across the telecommunications network. Toll Free accepts domestic and international toll free traffic and converts it into IP format for transmission to Customer.

The voice services are dedicated offerings. All use of the voice services will comply with and be subject to the Services Guide and applicable sections of the Centurylink IQ SIP Trunk SLA, which is posted at http://www.centurylink.com/legal/. Centurylink reserves the right to refuse to accept, suspend, or limit any or all of Customer's IP traffic not complying with the Service Guide technical specifications or that Centurylink believes is adversely affecting other customers on the Centurylink network. The Service Guide is incorporated into this Service Exhibit by this reference. Centurylink may reasonably modify the Service Guide to ensure compliance with applicable laws and regulations and to protect Centurylink's network and customers, and such change will be effective upon posting to the Web site.

(ii) Telemarketing. With respect to any outbound long distance: (a) Per the Federal Trade Commission ("FTC"), telemarketers are required to transmit their telephone number to Caller ID services. As such, all telemarketers using Centurylink commercial services are required to provide CPN/pseudo-CPN and a CGN provisioned with the service: IF A TELEMARKETER DOES NOT PROVIDE CENTURYLINK WITH A NUMBER FOR THIS PURPOSE, THE CALL WILL BE BLOCKED BY CENTURYLINK; and (b) Federal Do Not Calls rules require that companies that telemarket or engage in telephone solicitations adhere to the requirements set forth in 47 C.F.R.

section 64.1200 (FCC) and 16 C.F.R. Part 310 (FTC). Please consult with your company's legal advisor for more information.

(iii) Non-Completed Calls. "Non-completed Call Percentage Threshold" means 30% of all attempted calls, both completed and non-completed. If the percentage of Customer's calls that do not complete (out of all attempted calls) meets or exceeds the Non-completed Call Percentage Threshold for any given monthly billing cycle, Centurylink may, upon 30 calendar days notice to Customer, disconnect any and all circuit(s) providing Service on which the Non-completed Call Percentage Threshold was exceeded.

(iv) International Toll Free. International Toll Free Service "ITFS"/Universal International Freephone Number "UIFN" billing increments, usage restrictions and descriptions are found in the RSS. All rates are located in the ISS.

(c) Approved Connectivity and CPE. Service may only be used with Approved Connectivity and Approved CPE. Customer must purchase Approved Connectivity and Approved CPE separately. Centurylink may add to the Approved Connectivity and Approved CPE lists from time to time. The then current lists are available to Customer upon request. Centurylink has no liability for Service deficiencies or interruptions caused by Customer, its employees, contractors or agents, or End Users reconfiguring or misconfiguring the Approved Connectivity or Approved CPE.

(e) Queuing Method. Customers using Centurylink IQ Networking Private or Enhanced Ports for Approved Connectivity are strongly encouraged to select Queuing Method ("QM") C, if available. If unavailable, Customers are strongly encouraged to select QM B. If Customer instead selects QM A or QM D, Customer may experience call quality and/or call set-up problems under normal usage patterns. If that occurs, Centurylink's first troubleshooting step will be to implement QM C or QM B. Centurylink will thereafter only engage in further troubleshooting if implementing QM C or QM B does not resolve the problem. If changing the QM resolves the call quality and/or set up problems, Customer agrees to continue using the QM implemented by Centurylink to resolve the issue.

DGM/JCP /N97552/ Amends N71067

(f) Customer-Owned CPE. Instead of renting Approved CPE from Centurylink, Customer may, at its option, utilize Customer-owned CPE with Service. Customer-owned CPE includes CPE purchased from Centurylink or another CPE vendor. All Customer-owned CPE used with Service must: (i) be on Centurylink's Approved CPE list;

(ii) be covered by a Centurylink CPE maintenance plan during the entire Term; (iii) include an operating system that complies with Centurylink's minimum requirements; and (iv) be re-imaged or programmed by Centurylink to work with Service. Notwithstanding subpart (iv), Centurylink will not re-image, program or adjust settings on Customer owned LAN switches unless Customer purchases separate network management service from Centurylink. A copy of Centurylink's current Approved CPE list and list of current minimum operating system requirements are available upon request. Unless Customer purchases CPE maintenance from CenturyLink, Centurylink will not maintain the Customer-owned CPE. Centurylink will also not install or maintain operating system software on Customer-owned CPE. Except where Customer has purchased CPE maintenance from CenturyLink on a Customer-owned CPE device, Customer will not be entitled to SLA remedies if Service fails to meet a Centurylink SLA due to a failure or malfunction of that device.

(g) Off-Net Call Billing. Off-Net Call charges are quoted in full minutes. Each domestic Off-Net Call is measured and billed for an initial 18 seconds and rounded up to the next 6 second increment after the first 18 seconds. Domestic Off-Net Calls are also subject to a 30 second MATR per call. If the MATR is not met in a particular month, CenturyLink may add $0.01 to the per minute charge for all domestic Off-Net Calls during that month. Each international Off-Net Call (except to Mexico) is measured and billed for an initial 30 seconds and rounded up to the next 6 second increment after the first 30 seconds. Each International Off-Net Call to Mexico is measured and billed for an initial one minute and rounded up to the next minute after the first minute.

(h) Unsupported Calls. The Services do not support collect or third party billing. The Services may not support 311, 511 and/or other x11 services (other than 911, 711 and 411 dialing) in all service areas. The Services do not support any outgoing calls from seats that are not associated with an IP Device or Soft Phone (i.e., from Voice Mail Only Seats), unless another telephony device from which the call can be originated via the End User Portal is used. The Services do not support remote bridged line appearances ("Remote BLAs") or remote shared call appearances ("Remote SCAs"). Customer is specifically instructed not to enable Remote BLAs or Remote SCAs on its IP devices used with the Services. Additional information regarding potential issues with Remote BLAs and Remote SCAs is found in the "911 Emergency Service" section of this Service Exhibit.

(i) Area of use. The Service is intended to be used only at one of the Customer PPU locations in the United States (not including U.S. territories). Additionally, Customer may not use IP enabled stationary devices that are assigned to, designated for, or configured for use at one PPU location in any other location, unless Customer has requested a temporary change of its 911 location, and has received approval and the 911 Update Confirmation from Centurylink as set forth in the "Use of Service at a Temporary Location" section below. 911 emergency calls automatically route to the appropriate 911 center based upon the Centurylink-Approved 911 Location. If Customer or an End User tries to use the Service (i) at a location other than a Centurylink-Approved 911 Location (including without limitation, using IP enabled devices assigned to, designated for, or configured for use at one location in a different location) or (ii) outside of the United States (including in any U.S. territories), they do so at their own risk (including without limitation, the risk that Customer will not have access to 911 emergency services and/or such activity violates local laws in the jurisdiction where Customer or an End User tries to use the Service).

OJ Use of Service at a Temporary Location. This section only applies to IQ SIP Trunk if Customer purchases the 911 Emergency Service optional feature with IQ SIP Trunk. Customer may temporarily use the Service at a location other than the Customer PPU location only after obtaining Centurylink's approval either (i) by contacting Centurylink at 1-877-878-7543 or (ii) by submitting a 911 location change requestthrough the MyAccount: VoIP portal. Customer must submit a 911 location change request both before using Service at the temporary location and before returning to the Customer PPU location. Failure to obtain Centurylink's approval is prohibited and constitutes a misuse of the Service. Such misuse will result in 911 calls being routed to the incorrect 911 operator based on incorrect address information. Use of Service at a temporary location may not exceed six (6) months in duration.

Upon submission of Customer's 911 location change request, Centurylink will reject the request, or accept and begin processing the request. Customer is responsible for checking the My 911 Location page of the portal to confirm if the request was rejected or accepted. Customer will be notified of the 911 Update Interval (defined in Section 3.1 below) at the time the request is accepted via the My 911 Location page of the portal. Upon completion of the 911 location change and the 911 Update Interval, an e-mail will be sent to Customer's e-mail address of record notifying Customer

DGM/JCP/N97552/Amends N71067 vs 1-27-15 red!ines that 911 service has been successfully moved and is ready for use ("911 Update Confirmation"). In the event Customer does not receive such confirmation by expiration of the 911 Update Interval, Customer agrees to contact Centurylink at 1-877-878-7543. Any 911 calls placed prior to receiving the 911 Update Confirmation will be routed according to the last Centurylink-Approved 911 Location. If, upon submission of a 911 location change request, Centurylink rejects the change request, Customer understands that Centurylink has not approved using the Service at that new location and, as such, Customer is prohibited from using the Service there. To ensure proper routing of calls to 911, Customer and its End Users must not install or use IP Devices or Soft Phones with the Service to dial 911 at another address without following the above address change process.

(k) Compliance. The Service cannot be used for any unlawful, abusive, or fraudulent purpose, including without limitation, using the Service in a way that: (i) interferes with CenturyLink's ability to provide service to Centurylink customers; (ii) avoids Customer's obligation to pay for communication services; (iii) constitutes a criminal offense; (iv) gives rise to a civil liability; or (v) otherwise violates any laws. Without limiting the foregoing, the Service cannot be used for auto-dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting, or for uses that result in excessive usage inconsistent with normal usage patterns.

(I) Authorized Use. Customer and its End Users are the only parties authorized to access the Service.

Customer and its End Users are responsible for maintaining the confidentiality of passwords used by Customer and its End Users and will ensure that all use of the Service complies with the Agreement and this Service Exhibit.

Customer is responsible for unauthorized use of the Service.

(m) Power Outages; Internet Connectivity, Customer Data Network and CPE Failures; Maintenance Work; Moving Equipment. The Service will not operate (including, without limitation, End Users will be unable to access emergency 911 services) if any of the following items fail: (i) power used with the Service; (ii) the Internet connectivity used with the Service (including without limitation, failures caused by suspension or termination of the Internet connectivity under the terms of that service); (iii) the Customer Environment; (iv) the Approved Connectivity router; (v) Customer premises routers and switches; or (vi) the IP enabled devices used with the Service.

Additionally, the Service will not operate (including, without limitation, End Users will be unable to access emergency 911 services) (vii) while maintenance work is being performed, (viii) if the SIP signaling interface fails; or (ix) if equipment used with the Service is moved from the Customer PPU location (equipment is assigned to, designated for, or configured for use at one location and may not be used in any other location including without limitation to another location where Centurylink installed Service). If Customer has requested a temporary change of its 911 location, and has received approval and the 911 Update Confirmation from Centurylink as set forth in the "Use of Service at a Temporary Location" section above, Customer may move the IP Device or Soft Phone only.

(n) Privacy. Centurylink, its affiliates and third-party vendors, may access and use infonmation regarding Customer bandwidth usage and performance of Service to: (i) perform related registration (equipment serial number, activation date, and WTN provided to manufacturer), maintenance, support, and other service-quality activities and

(ii) verify AUP compliance and network performance.

(o) Telephone Numbers. Customer must provision at least one TN for use with Service. The TNs may be new TNs or Ported TNs. If Customer requests Ported TNs, Customer authorizes Centurylink to process its order for Service and notify Customer's current carrier of Customer's decision to switch its local, local toll and long distance services to the Service. Customer will be responsible to promptly provide Centuryllnk with its Customer Service Record (CSR) from customer's current carrier to facilitate porting of numbers. CenturyLink's approved porting window is 7:00 a.m. to 7:00 p.m. eastern time. If Customer does not order new TNs from Centurylink, and Ported TNs are not ported within 60 days of the Start of Service Date for a specific location, Centurylink reserves the right to terminate Service at that location. Additionally, the Start of Service Date and commencement of billing will not depend on completion of porting. If Customer requests cancellation of Service, it is Customer's sole responsibility to arrange porting of any telephone numbers Customer wants to retain. If porting of numbers is not completed within 30 days following Customer's request for Service cancellation, Centurylink may terminate Service and Customer will lose all telephone numbers. There may be limitations to number porting between providers. Due to the portability of VoIP services, for example, providers may allow non-geographic numbers to be used in connection with their service.

DGM/JCP/N97552/Amends N71067

(p) Third Party Billed Services. The Service does not support billing for third party services such as online subscription services, equipment leases and wireless services. Customer will be responsible for payment of all such charges directly to the third party provider.

(q) Local Origination. Customer agrees that the IQ SIP Trunk Diversion Header, ANI and Calling Party Number delivered with each outbound call will accurately reflect the location of the originating party so that appropriate long distance charges may be applied for each call, where applicable. For example, Customer may not utilize tail end hop off routing to route long distance calls across a private WAN VoIP network and drop off the long distance calls to the PSTN as local calls at a remote gateway. Failure to comply will constitute a material breach of the Agreement.

(r) Sending Alien TNs Over CenturyLink's Network (for IQ SIP Trunk only). CenturyLink allows delivery of outbound calls from Alien TNs, including an 8XX number, to CenturyLink for transmission over IQ SIP Trunk only.

Customer agrees to send a valid TN as a Calling Party Number, whether the TN is registered with CenturyLink or with other providers. The TN must correctly represent the physical location of the call where the call is originating.

(s) End User License Agreements. To utilize certain features of the Service, Customer and its End Users must agree to applicable software license agreements governing such software from Centurylink's software vendors. If Customer or its End Users decline, they will not be able to use the applicable features of the Service.

All software license agreements are between Customer (including its End Users) and CenturyLink's software vendors. CenturyLink has no obligations or responsibility for such software. Customer's sole rights and obligations related to such software, in any way, are governed by the terms of the software license agreements with Centuryllnk's vendors. Notwithstanding any provisions in a third-party provider's end user license agreement, if Customer or its End Users use the third-party software .with Service, the Service will support 911 calling with the software, provided Customer and its End Users expressly follow the instructions for 911 calling found in this Service Exhibit and in the 911 advisory for the Service. In part, those instructions state that a Customer End User must not use the third-party software client to dial 911 except from that End User's registered physical location. Use at a location other than the registered physical location may route 911 calls to an incorrect 911 dispatch center, potentially delaying emergency services. CenturyLink strongly recommends Customer and its End Users become familiar with all of the functional limitations described in this Service Exhibit and the 911 advisory. The URL to access the CenturyLink CenturyLink IQ SIP Trunk 911 advisory is http://www.centurvlink.com/legal/HVIQSIP/911 advisorv.pdf.

That URL is also found on the Help screen in the End User portal. It is also recommended that Customer and its End Users maintain alternative access to 911 services.

(t) Customer's Use of Third-Party Content. Customer is responsible for all content it uses in the music on hold feature of the Service. Customer agrees that it has rights from third parties to use any content belonging to others and will not use any content that is unlawful or violates any copyright, trademark or other laws protecting intellectual property. Customer will defend and indemnify CenturyLink, its Affiliates, agents and contractors against all third party claims for damages, liabilities, or expenses, including reasonable attorneys' fees, related to Customer's violation of this provision.

2.3 SLA. Service is subject to the CenturyLink IQ SIP Trunk SLA. The SLA is posted at http://www.centurvlink.com/legal/. CenturyLink reserves the right to amend the SLA effective upon posting to the website or other notice to Customer. All other services, facilities, and components relating to Service, including without limitation any CPE, the Customer Environment, Routers, the Customer SIP signaling interface, Customer premise switches and routers, devices used with the Service, another carrier's IP network, and the PSTN are not included in the ·sLA measurement. The SLA credit will provide Customer's sole remedy for any interruptions or deficiencies in the Service.

3. 911 Emergency Service.

POTENTIALLY HAZARDOUS SITUATION WHICH IF NOT AVOIDED COULD RESULT IN

DEATH OR SERIOUS INJURY. PLEASE READ CAREFULLY.

DGM/JCP/N97552/Amends N71067

3. 1 Required Federal Communications Commission ("FCC'] Warning. The FCC requires that CenturyLink inform Customer of potential limitations to 911 services using Service. The Setvice provides access to 911 emergency service only on stationary devices (and not mobile devices). The Setvice does not support any outgoing calls, including calls to 911 emergency service from IQ Sf P Trunk seats that are not associated to a stationary IP enabled device (e.g, from Voice Mail Only Seats), unless another telephony device from which the call can be originated via the End User Porlaf is used. 911 emergency services will not be available or may not function properly (e.g., they may not route to the correct public safety answering point or "PSAP'J under the following circumstances:

(a) if the Service is used at a location other than a CenturyLink-Approved 911 Location in the United States (not including U.S. territories), or if an I P-enabfed stationary device is moved within the CenturyLink-Approved 911 Location and not reconfigured; (b) if Customer selects a telephone number that is not associated with the geographic area of the installed service and Customer neglects to ensure that the telephone number is registered for the installed CenturyLink-Approved 911 Location (e.g., if Customer chooses a California number for use in a Colorado location);

(c) for initial installation of Service - on average 5 days, but for as long as 30 days after installation of Service due to time required to update 911 databases with customer information; {d) for use of Service at a temporary location untif CenturyLink has completed the 911 Update Interval and sentthe 911 Update Confirmation to Customer's e-mail address of record. '911 Update Interval" is approximately 15 minutes, unless fwther address verification is required, in which case the 911 Update Interval could be up to 72 hours (Important: Customer and End Users should always check for the 911 Update Confirmation before using 911 service after a temporary move); (e) if the Service fails or degrades for any reason, such as failures resulting from power outages, CPE failure (e.g., Internet connectivity routers, Customer's data network and equipment, Customer premises switches and routers, phones, handsets, Soft Phones, and other IP-enabled devices), cable cuts, or any Service or broadband outage or degradation (including without limitation, failures caused by suspension or termination of the Se1Vice); or (f) while maintenance work is being performed. Additionally, CenturyLink does not support Remote BLAs or Remote SC As on IP Devices used with the Service. ff a Remote BLA or Remote SCA is enabled, and Customer or an End User make a 911 call from the Remote BLA or Remote SCA fine, the 911 calf will incorrectly route to the PSAP associated with the 911 location of the telephone number assigned to the Remote BLA or Remote SCA, and not to the 911 location of the calling party.

For example, if an End User has a Remote BLA or Remote SCA for a colleague in Chicago on a phone located in San Francisco, and End User in San Francisco places a 911 calf on the Remote BLA or Remote SCA line, emergency setvices will be routed to the 911 location in Chicago associated with the phone number of the Remote BLA or Remote SCA, not to the 911 location in San Francisco.

3.2 Additional Information Regarding the Limitations of 911 Services. When dialing 911 with the Service, End Users should always state the nature of the emergency, and include End User location and number. The default PSAP may not be able to calf the End User back if the calf is not completed, is dropped or is disconnected, or if End User is unable to tell the PSAP their number and physical location. For Hosted VoIP: The PSAP to which the calf is directed will be based on the street address and Calling Party Number for the CenturyLink-Approved 911 Location.

The Calling Party Number will be delivered to the PSAP with the 911 calf and the PSAP will have the CenturyLink Approved 911 Location associated with that Calling Party Number End User's CenturyLink-Approved 911 Location may not sufficiently pinpoint the specific location of the emergency; therefore, End Users must immediately tell the dispatcher the specific location of the emergency so the PSAP can locate the End User and assist with the emergency. For IQ SIP Trunk: Unless Customer has purchased the 911 Emergency Service optional feature with IQ SIP Trunk, the PSAP to which the calf is directed will be based on the street address for the PPU where IQ SIP Trunk is installed. The number delivered to the PSAP with the 911 calf will have the TN for the PPU where IQ SIP Trunk is installed and the address associated with that number. The number delivered to the PSAP may be different from the number from which an End User is calling 911 based on the options Customer has selected for its PBX and/or /AD, and the PPU address may not sufficiently pinpoint the specific location of the emergency; therefore, End Users must immediately tell the dispatcher their phone number and the specific location of the emergency so the PSAP can calf the End .User back if the calf is not completed or is disconnected, and locate the End User and assist with the emergency. ff Customer orders the 911 Emergency Service optional feature with IQ S/ P Trunk, the "For Hosted VoIP" provisions of this section will apply in lieu of the "For IQ SIP Trunk" provisions of this section.

CENTURYLINK RECOMMENDS THAT CUSTOMER AND END USERS ALWAYS HAVE AN ALTERNA f/VE

MEANS OF ACCESSING TRADITIONAL 911 SERVICES.

DGM/JCP/N97552/Amends N71067

3.3 No Privacy Rights. Customer acknowledges that there is no right of privacy with respect to the transmission of number, name, or address when the Setvice is used to access 911 or other numbers used in conjunction with 911 or similar emergency services, either by Customer or End Users.

3.4 Customer Must Notify End Users of 911 Limits.

Customer will notify all End Users (a) of the limitations on access to 911 emergency service described in the Agreement and this Service Exhibit; and (b) that access to 911 emergency service and an appropriate PSAP is only available at the CenturyLink-Approved 911 Location and is not available using an IP enabled mobile device.

CenturyLink will provide labels that will indicate that 911 service has limited availability and functionality when used with Service, and CenturyLink recommends that the labels be placed on or near the equipment associated with the Services. Additionally, when Customer End Users use a Soft Phone with CenturyLink-provided VoIP services, a 911 warning will appear on the Soft Phone device. The End User will need to click on the display to acknowledge the warning. Customer should direct its End Users to the following URL to review these 911 Emergency Service limitations: http://www.centurv/ink.com!legal/HV/QS/P/911 advisorv.pdf.

3.5 Limitation of Liability. CENTURYLINK, ITS AFFILIATES, AGENTS AND CONTRACTORS (INCLUDING WITHOUT LIMITATION, ANY SERVICE PROVIDER PROVIDING SERVICES ASSOCIATED WITH ACCESS TO 911 EMERGENCY SERVICE) WILL NOT HAVE ANY LIABILITY WHATSOEVER FOR ANY PERSONAL INJURY TO OR DEATH OF ANY PERSON, FOR ANY LOSS, DAMAGE OR DESTRUCTION OF ANY PROPERTY RELATING TO THE USE, LACK OF ACCESS TO OR PROVISION OF, 911 EMERGENCY SERVICE. CUSTOMER AGREES TO DEFEND AND INDEMNIFY CENTURYLINK, ITS AFFILIATES, AGENTS AND CONTRACTORS FROM ALL THIRD PARTY CLAIMS, LIABILITIES, FINES, PENALTIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING FROM OR RELATED TO 911 DIALING (INCLUDING WITHOUT LIMITATION, LACK

OF ACCESS TO 911 EMERGENCY SERVICES, CUSTOMER'S FAILURE TO ADVISE CENTURYLINK OF

CORRECT ADDRESSES WHERE IP ENABLED DEVICES USED WITH THE SERVICE ARE LOCATED,

CUSTOMER'S FAILURE TO NOTIFY ALL END USERS OF THE LIMITATIONS ON ACCESS TO 911 EMERGENCY SERVICE, OR CUSTOMER'S MOVEMENT OF AN IP ENABLED DEVICE TO A LOCATION THAT HAS NOT BEEN

INPUT INTO THE SERVICE SYSTEMS).

3.6 Use of IQ SIP Trunk Diversion Headers on 911 Calls (for IQ SIP Trunk only). Customer may only use IQ SIP Trunk Diversion Headers when using the Call Forwarding feature with Service. Customer shall not send IQ SIP Trunk Diversion Headers on all calls, and in particular shall never send IQ SIP Trunk Diversion Headers on 911 calls.