Invoca Billing Policy

This Invoca Billing Policy (the “Billing Policy”) is entered into contemporaneously with the Master Services and Subscription Agreement (“MSSA”) or such other written agreement executed between the Parties and either or both an Order Form or Statement of Work (“SOW”) by and between Invoca, Inc. (“Invoca”) and Customer, on the Order Form Effective Date as set forth in such Order Form. By executing an agreement that incorporates this Billing Policy, Customer agrees to the terms and conditions of this Billing Policy. All capitalized terms not defined herein shall have the meanings attributed in the MSSA, Order Form or SOW.

1. Call Volume in Excess of Invoca Platform Package.
   
   1. Any Invoca Platform packages which have a specified call quantity (“Base Call Volume” or “BCV”) shall be subject to following: In the event Customer consumes its entire Base Call Volume plus ten percent (10%) of its BCV before the end of the Order Term, Customer’s Invoca Platform fee shall increase to the next tier of then-current Invoca Platform pricing (each new pricing tier is referred to herein as an “Adjusted Invoca Platform Fee”). Thereafter, Customer’s Adjusted Invoca Platform fee shall increase in accordance with the same structure in the event Customer consumes its entire Adjusted Invoca Platform Fee plus ten percent (10%).
   2. Customer shall be billed for the difference between the Adjusted Invoca Platform Fee and Customer’s previous Invoca Platform fee such that the total amount paid by Customer for the Invoca Platform fee over the course of the Order Term is equal to its final Adjusted Invoca Platform Fee.
2. Exhaustion of Subscribed Services. In the event Customer uses the entire Quantity of any applicable Subscription Services prior to the expiration of the Usage Period; or uses Services in excess of the amounts invoiced and paid when entering into a subsequent Order, Customer will be invoiced and responsible for payment of all used, but unpaid Services. Thereafter, Customer will be billed at the Overage Rates for the duration of the then-current Usage Period, unless Customer executes an Additional Order for such Subscription Services.
3. One-Time Promotional Considerations. Rates and Discounts for any Subscription Services within an Order Form entered into by Customer, as set out in Section 3 of a given Order Form, are provided to Customer on a one-time discounted promotional fee basis for (the initial term of such Order Form). In the event Customer elects to renew the Order Form, Customer shall have the option to remove any and all services previously subjected to promotional rates or subscribe to such subscription services at the then-current rate, as mutually agreed on by both parties.
4. Renewal Treatment for Additional Order(s). Absent delivery of written notice by Customer to the contrary, upon renewal, any Subscription Services procured by Customer, as evidenced by an executed additional Order Form shall be added to Customer’s Renewal Order Form for purposes of the automatic renewal as described in the Agreement.
5. Notification of Usage. Invoca shall advise Customer of its actual annual usage to date against any Subscription Service accrued and invoiced against an annual allotment, as specified in a fully executed Order Form. Invoca shall notify the Business Contact in Section 1 of such applicable Order Form when actual annual usage to date has surpassed 75% of Customer’s contractually committed quantity (in such case not later than 10 business days after such occurrence) and it is Customer’s responsibility to inform Invoca of any change to the Business Contact information.