SERVICES, RATES AND DISCOUNTS

Interstate Long Distance/Toll Free

Customer will receive the rate of $.0590 per minute on all domestic interstate switched-terminated Inbound Service (i.e., Toll Free) and switched-originated Outbound Service and Card usage, based on Customer also subscribing to Company Local Service.

Intrastate Long Distance/Toll Free

Customer will receive the following per minute rates on all domestic switched-originated intrastate outbound and Card usage and switched-terminated intrastate inbound usage, based on Customer also subscribing to Company Local Service:

STATE*                                    Per Minute Rates                                 STATE*                                    Per Minute Rates

Alabama                                       $0.0453                                        Missouri                                        $0.0885

Arizona                                         $0.0767                                        Nevada                                         $0.0830

Arkansas                                      $0.0750                                        New Hampshire                            $0.0739

California                                      $0.0450                                        New Jersey                                  $0.0560

Colorado                                       $0.0766                                        New Mexico                                 $0.0780

Connecticut                                  $0.0600                                        New York                                     $0.0610

Florida                                           $0.0690                                        North Carolina                               $0.0748

Georgia                                         $0.0495                                        Ohio                                              $0.0650

Illinois                                            $0.0384                                        Oklahoma                                      $0.0647

Indiana                                          $0.0620                                        Oregon                                         $0.0752

Kansas                                         $0.0684                                        Pennsylvania                                $0.0657

Kentucky                                      $0.0646                                        Rhode Island                                 $0.0470

Louisiana                                      $0.0453                                        Tennessee                                   $0.0572

Maine                                            $0.0740                                        Texas                                           $0.0550

Maryland                                       $0.0759                                        Utah                                              $0.0795

Massachusetts                             $0.0541                                        Virginia                                         $0.0548

Michigan                                       $0.0412                                        Washington                                  $0.0696

Minnesota                                     $0.0738                                        Wisconsin                                     $0.0683

                                Mississippi                                     $0.0494

*For states not listed above, Customer will receive Company’s standard per minute rates for domestic switched intrastate long distance service as set forth in the Guide (or Tariffs, if applicable) for those services.

Larga distancia internacional

Customer will receive Company’s International Outbound per-minute rates for Voice Service calls including International Card calls that originate over Company local access facilities in the U.S. Mainland, Hawaii and the U.S. Virgin Islands as reflected in the International Long Distance Rate Table at the end of this document.  For International Card calls, Customer will pay the standard surcharge in the Guide.

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Local Service

Customers subscribing to Company Local Service will receive Company’s standard rates for Local Service as set forth in the Guide or applicable Tariffs and will be eligible to receive the following Interstate Service Credit.

        (a) Interstate Service Credit. 

(i)             Lines: Customer shall receive a monthly recurring credit to be applied to Customer's interstate usage charges hereunder as follows: an amount equal to 10% of Customer's Local monthly recurring charges, any feature charges and/or usage charges (if applicable)  for Local analog lines for the current monthly billing period at standard Tariff or Guide rates. Notwithstanding the foregoing, in no event shall the amount of any Interstate Service Credit exceed Customer's interstate usage charges for the monthly billing period in which such credit is to be applied.

(ii)                  Trunks: Customer shall receive a monthly recurring credit to be applied to Customer's interstate usage charges hereunder as follows: an amount equal to 10% of Customer's monthly recurring charges (exclusive of EUCL and LNP charges), any feature charges and/or monthly usage charges (if applicable) for Full T-1s of local service to include Local Trunk-Basic, Local Trunk-DID, Local Trunk-2 Way Direct, DID/2 Way Direct Number and Local ISDN-PRI T-1 service for the current monthly billing period at the rates set forth below.  Notwithstanding the foregoing, in no event shall the amount of any Interstate Service Credit exceed Customer's interstate usage charges for the monthly billing period in which such credit is to be applied.

As set forth in the applicable Tariffs, Customer will receive the following Local Service recurring charges and applicable usage charges on new Full T-1digital trunks and/or ISDN PRI.  Monthly recurring charges are inclusive of applicable FCC interstate line charges (EUCL) and LNP charges (which are not discountable), but do not include charges for DID number blocks or PRI feature packages.

Metered Plan

Promotional monthly recurring Full digital T-1 trunk charge            $445.00 per month               

Promotional monthly usage rate (first minute)                                $.0158 per minute               

Promotional monthly usage rate (each additional minute)              $.0095 per minute               

Flat Plan

            Promotional monthly recurring Full digital T-1 trunk charge            $800.00 per month

By way of example, Customer’s Interstate Service Credit for a single digital Full T-1 trunk subscribed to under the Metered Plan located in Albuquerque, New Mexico (where EUCL is $220.80 and LNP is 92.88) that had 10,001 minutes of usage in a month would be $22.63, calculated as follows: .10 x ($445 minus 220.80 (EUCL) minus 92.88 (LNP)) = .10 x 131.32 = $13.13 plus usage credits.  Assuming an average call length of 4 minutes, the credit would apply as follows:  (2,501 initial minutes @ .0158 x .10 = $3.95) — to account for the first minute of each call; and .10 x ($.0095 x 7,500) = .10 x 71.25 =  $7.13 for the remaining 7,500 minutes of usage in the month for a total credit of  $13.13 + $3.95 + $7.13 = $24.21 applied against Customer’s Interstate usage charges for that monthly billing period.  Feature charges are extra, but would receive a 10% discount.

By way of example, Customer’s Interstate Service Credit for the same digital Full T-1 Trunk subscribed to under the Flat Plan in Albuquerque, New Mexico would be $48.63, calculated as follows:  .10 x ($800 – (220.80 + 92.88)) = .10 x 486.32 = $48.63 applied against Customer’s Interstate usage charges for that monthly period.  Feature charges are extra, but would receive a 10% discount.

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Company Installation Charge Waiver

Customer will receive an installation waiver for one hundred percent (100%) of Company one-time installation or start-up charges for new Digital T1 Access circuits and Local Service ordered for the Term.   Circuits must be ordered with standard installation intervals.  This installation charge waiver will not apply to expedited orders.  Local Exchange Carrier (LEC) Installation Charges are not waived and will be charged to Customer.

Internet DSL

1.        DSL Service Fees (All prices below in U.S. dollars):

1.1  Company Internet DSL Pricing

Service/Options

Start-up Charge

Monthly Fee

Company Internet DSL Office 128 Kbps

$ 0

$ 149

Company Internet DSL Office 384 Kbps

$ 0

$ 199

Company Internet DSL Office 768 Kbps

$ 0

$ 499

Company Internet DSL Office 1 Mbps

$ 0

$ 599

Company Internet DSL Solo

$ 0

$   75

1.2  Customer Equipment

DSL Office Modem/Bridge     $300

DSL Office Router                 $450

DSL Solo Modem                   $200

Please ask your Company Sales Representative which of the listed Customer Equipment is appropriate for your DSL local loop connection.

1.3  Missed Appointment Fee - $99

1.4  Non-Standard Hours Installation Fee - $500 (DSL Office only)

1.5  Additional Costs and DSL Service Restrictions

Prices set forth in this Agreement do not include any telco line charges, and are for DSL Service in the contiguous United States where available from Company. For the DSL Office Service, Customer must provide 30 days' prior written notice to Company before downgrading to a lower DSL Service tier.  Relocation of the DSL local loop connection to another qualified Customer location will result in a retermination fee of $500 and an additional installation process.  The Service Activation Date for a DSL Service ordered under this Agreement will be the date Company notifies Customer that the DSL local loop connection is available to route IP packets at Customer’s site.   For the DSL Office Service, installation may be scheduled between the hours of 8AM and 8PM ET Monday through Friday (excluding holidays).  Prices above do not include any applicable network application fees.

1.        Description of DSL Service. 

1.1     Company Internet DSL Office (“DSL Office”).  Company will provide Internet access via Digital Subscriber Line (“DSL”) broadband technology.  Company may interrupt the Service for scheduled or emergency maintenance or as otherwise set forth in the Agreement.  Customer is responsible for the operation and configuration of its own Local Area Network.  Customer is purchasing the DSL Office Service indicated below, which is comprised of the following features:

1.1.1.     Onsite installation including inside wiring and set-up of the Customer Equipment referenced above.

1.1.2.     Symmetrical Internet IP connection via DSL local loop connection.

1.1.3.     Provision of 7x24 hour customer support.

1.1.4.     Use of up to 128 static IP addresses (subject to Company’s then-current IP address allocation policies).

1.1.5.     Use of up to 20 Company-hosted POP3 e-mail boxes.

1.1.6.     Up to 5 concurrent sessions to Company’s USENET news servers.

1.2   Company Internet DSL Solo (“DSL Solo”).  Company will provide Internet access via Digital Subscriber Line (“DSL”) broadband technology.  Company may interrupt the Service for scheduled or emergency maintenance or as otherwise set forth in the Agreement.  Customer is responsible for the operation and configuration of its own computer.  Customer is purchasing the DSL Solo Service indicated below, which is comprised of the following features:

1.1.1.     Single-user business Internet access service using DSL local loop technology.

1.1.2.     2 static IP addresses per DSL line

1.1.3.     7x24 First-Level Company technical support (note, in some instances the local exchange carrier may not offer 7x24 customer support of the DSL local loop connection)

1.1.4.     Provisioning and activation of an ADSL line-shared DSL local loop with end-user self-installed DSL modem

2.        Available DSL Service Options.

2.1.   Network Applications.  Descriptions of the domain name, mail, news services, and other network applications available in connection with this DSL Service, and the pricing and additional terms applicable to these services, are set forth in the Network Applications Fee Schedule available at www.uu.net/terms.  Company reserves the right to change the Network Applications Fee Schedule from time to time, effective upon posting of the changes to that URL or other notice to Customer.

3.        Geographic Restrictions on Service Availability.  DSL Service is only available in certain geographic areas in the United States.

4.        Conditions of Service.

4.1.   DSL Local Loop Connections.  DSL local loop connections between Customer’s location and Company will be arranged by Company, and are provided through a local exchange carrier.  Customer authorizes Company to act as its agent with respect to the ordering, installing, monitoring, testing, repairing, and performing all related activities regarding the local exchange carrier and the DSL local loop connection.  Customer further authorizes Company and its suppliers, including the local exchange carrier, to access Customer’s premises at mutually convenient times in order to install, monitor, test, repair, or perform related activities regarding the DSL local loop connection and other Service components.  In some instances, the local exchange carrier may not offer 7x24 customer support of the DSL local loop connection.

4.2.   Failed Dispatch.  Company may bill a missed appointment fee as provided above when a technician is dispatched and cannot complete an installation because customer:  (a) does not make the appointment; (b) requests rescheduling or cancels upon arrival; or (c) has not arranged for access to the telephone box or Network Interface Device (“NID”) and it is inaccessible.  To avoid the missed appointment fee, Customer must reschedule at least 2 business days before the scheduled appointment time.

4.3.   Technology Change DSL Solo.  Company will attempt to provision DSL Service initially using ADSL Line-sharing technology with a Customer-installed DSL modem.  In some instances, when the condition of the DSL local loop connection and related service components for Customer’s location does not support this technology, Company will attempt to provision the DSL Service using a second-loop IDSL technology with onsite DSL modem installation by Company.  The Customer will be notified in those cases when IDSL technology will be used.

4.4.   Technology Change DSL Office.  In some instances, the condition of the DSL local loop connection and related service components for Customer’s location may not support Customer’s selected service tier.  In such instances, (a) Company will activate the DSL local loop connection at the maximum speed available (128 Kbps minimum), (b) this Agreement will automatically be altered to reflect the lower service tier, and (c) Customer will be billed accordingly.

4.5.   Minimum Use.  Customer will have a thirty (30) day satisfaction guarantee.  If Customer is not satisfied with the DSL Service after thirty (30) days from the DSL Service Activation Date, Customer may terminate the DSL Service without penalty.  If Customer chooses to terminate the DSL Service within the thirty (30) day guarantee, Customer must return all Equipment to Company as directed by Company and Company will credit Customer for any payments made for the Equipment and any prorated usage charges invoiced to Customer.   If Customer does not terminate the DSL Service within the first thirty (30) days but does not maintain the DSL Service for at least one year following its DSL Service Activation Date, Customer will (a) pay the monthly service fee for such DSL Service for each month remaining in such year, (b) pay any telco line charges Company is required to pay for the remaining portion of such year, and (c) any early termination penalties imposed by the telco line provider.

5.        Use of Facilities and Equipment. 

5.1.   General. Notwithstanding anything herein to the contrary, any Company’s obligation under this Agreement to furnish DSL Service is limited to the use of facilities and equipment that are exclusively of Company’s choosing.  Company may substitute facilities or equipment used to furnish DSL Service, substitute comparable service, or discontinue DSL Service, at any time.

5.2.  Customer Equipment.  Customer may purchase a DSL modem or router (“Customer Equipment”) from Company for the charges set forth above, or Customer may provide its own DSL modem or router, which must be fully compatible with the Service.  Company is acting only as a reseller with respect to the Customer Equipment, which was manufactured by a third party (“Manufacturer”).  Company will provide first-level support for Customer Equipment, but will not repair or replace Customer Equipment.  Customer’s use of the Customer Equipment is subject to the terms and conditions of the Manufacturer’s end user agreement.  Should Customer purchase Customer Equipment from Company, Company or its suppliers will provide the current approved version of the Customer Equipment to the Customer.

6.        Service Level Agreement.  The Service Level Agreement ("SLA") for this service, which is made a part of this Agreement, is set forth on the Service Level Agreements web site at www.MCI.com/global/terms.  Company reserves the right to amend the SLA from time to time effective upon posting of the revised SLA to the URL or other notice to Customer.   To be eligible for credits under this SLA, Customer is required to have a minimum one-year term for DSL Service. Customer is required to report a non-conformance of the SLA within thirty business days of the incident with a request for credit or the ability to receive a credit for such non-conformance will be waived.  Company’s records and data shall be the basis for all SLA calculations and determinations. The SLA sets forth Customer’s sole remedies for any claim relating to this Service or the Company Network, including any failure to meet any service level set forth in the SLA. Notwithstanding anything to the contrary, for any given month, the maximum credit available to Customer is an amount equal to: a. a one-time one month credit of the DSL Service monthly charges for a missed Install SLA plus; b. the amount equal to one days worth of the DSL Service monthly charges no matter how many other DSL Service levels are missed that month.

TERMS AND CONDITIONS

1.        TERM.  The initial Term of this Agreement is either one year or two years, based on the Customer’s initial recorded selection.  Following the end of the initial Term, the Term will be automatically extended on a month-to-month basis, unless either party has delivered written notice of its intent to terminate the Agreement at least sixty (60) days prior to the end of the then-current Term.

2.        TARIFF AND GUIDE.  Company’s provision of Services to Customer is governed by Company’s international, interstate and state tariffs (“Tariff(s)") and Company’s “Service Publication and Price Guide” (“Guide”), each as supplemented by this Agreement.  This Agreement incorporates by reference the terms of each such Tariff and the Guide. The Guide is available to Customer on Company’s internet website (www.MCI.com) and at Company’s offices during regular business hours at 500 Clinton Center Drive, Clinton, Mississippi 39056.  THE COMPANY MAY MODIFY THE GUIDE FROM TIME TO TIME, AND ANY MODIFICATION WILL BE BINDING UPON CUSTOMER.  Except for new services, service features, service options or service promotions, which will become effective immediately upon posting in the Guide on the Company’s website, any modification made to the Guide will become effective beginning on the first day of the next calendar month following its posting on the Company’s website or, thereafter, on the first day of the next service billing cycle whenever adjustments are made to rates or charges, provided that no modification will become effective and binding on Customers until it has been posted in the Guide for at least fifteen (15) calendar days.  The contractual relationship between Company and Customer is governed by the following order of precedence: (i) the Tariffs to the extent applicable, (ii) the provisions of this Agreement, and (iii) the Guide.

3.        CHANGES TO THE GUIDE.  If Company makes any changes to the Guide which affect Customer in a material and adverse manner, other than changes to Governmental Charges referenced below, Customer, as its sole remedy, may discontinue the affected Service without liability by providing Company with written notice of discontinuance.  Customer shall pay all charges incurred up to the time of Service discontinuance.  A "material and adverse change" shall be interpreted to include the introduction of a new service or any new service feature associated with an existing service, including all terms, conditions and prices relating thereto.

4.        RATES AND CHARGES.  Customer agrees to pay the rates and charges set forth in this Agreement.  Rates are subject to change pursuant to the Guide.  In the event Customer receives services that are not the subject of rates, charges and discounts expressly set forth in this Agreement, Customer shall pay Company’s standard rates as set forth in the Guide (or Tariffs, if applicable) for those services.   Further, for any services ordered after the initial creation of this Agreement, Customer shall pay Company’s standard rates as set forth in the Guide (or Tariffs, if applicable).

5.        GOVERNMENTAL CHARGES.  Company may adjust its rates and charges or impose additional rates and charges in order to recover amounts it is required or permitted by governmental or quasi-governmental authorities to collect from or pay to others in support of statutory or regulatory programs (“Governmental Charges”).  Examples of such Governmental Charges include, but are not limited to, Universal Service funding, Carrier Access Charge cost recovery, and compensation payable to payphone service providers for use of their payphones to access Company’s service.

6.        TAXES.  All charges are exclusive of applicable taxes, tax-like charges and surcharges, (as those terms are defined in the Guide), which Customer agrees to pay.  However, if applicable, Company will exempt Customer in accordance with law, effective on the date Company receives a valid exemption certificate for Customer.

7.        PAYMENT.  Customer agrees to pay Company for all Services within thirty (30) days of invoice date. Payment must be made at the address designated on the invoice or other such place as Company may designate.  Amounts not paid on or before thirty (30) days from invoice date shall be considered past due, and Customer agrees to pay a late payment charge equal to the lesser of: (a) one and one-half percent (1.5%) per month, compounded, or (b) the maximum amount allowed by applicable law, as applied against the past due amounts. Customer must give Company written notice of a dispute with respect to Company charges or application of Taxes within six (6) months of the date of an invoice, or such invoice shall be deemed to be correct and binding on Customer. Customer shall be liable for the payment of all fees and expenses, including attorney’s fees, reasonably incurred by Company in collecting, or attempting to collect, any charges owed hereunder.

8.        TERMINATION FOR CAUSE.  Either party may terminate this Agreement for Cause.  As to payment of invoices, “Cause” means the Customer’s failure to pay any invoice within thirty (30) days after the date of the invoice.  For all other matters, “Cause” means a breach by the other party of any material provision of this Agreement, provided that written notice of the breach has been given to the breaching party, and the breach has not been cured within thirty (30) days after delivery of such notice.

9.        TERMINATION BY COMPANY.  If Customer fails to pay an invoice within thirty (30) days of invoice date, Company may issue a notice of default, and may discontinue service and/or terminate this Agreement if Customer has not fully paid all undisputed amounts within fifteen (15) days of the default notice. In addition, Company may discontinue service and/or terminate this Agreement immediately upon notice to Customer (a) if Customer fails, after Company’s request, to provide a bond or security deposit; or (b) if Customer provides false information to Company regarding the Customer’s identity, creditworthiness, or its planned use of the Services.  Company may discontinue service immediately, without notice, if interruption of service is necessary to prevent or protect against fraud or otherwise protect Company’s personnel, facilities or services.

10.     CONFIDENTIAL INFORMATION.  Commencing on the date Customer signs the Agreement and continuing for a period of three (3) years from the termination of the Agreement, each party shall protect as confidential, and shall not disclose to any third party, any Confidential Information received from the disclosing party or otherwise discovered by the receiving party during the Term of this Agreement, including, but not limited to, the pricing and terms of this Agreement, and any information relating to the disclosing party's technology, business affairs, and marketing or sales plans (collectively the "Confidential Information").  The parties shall use Confidential Information only for the purpose of the Agreement. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (a) is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (b) is or becomes publicly known, through no wrongful act or omission of the receiving party; (c) is received without restriction from a third party free to disclose it without obligation to the disclosing party; (d) is developed independently by the receiving party without reference to the Confidential Information, or (e) is required to be disclosed by law, regulation, or court or governmental order.

11.     DESCARGO DE RESPONSABILIDAD SOBRE GARANTÍAS. Except as specifically set forth in this Agreement, Company makes no warranties, express or implied, as to any Company services, related products, equipment, software or documentation. Company specifically disclaims any and all implied warranties, including without limitation any implied warranties or merchantability, fitness for a particular purpose, or title or noninfringement of third party rights.

12.     DISCLAIMER OF CERTAIN DAMAGES. Neither party shall be liable to the other for any indirect, consequential, exemplary, special, incidental or punitive damages, including without limitation loss of use or lost business, revenue, profits, or goodwill, arising in connection with this Agreement, under any theory of tort, contract, indemnity, warranty, strict liability or negligence, even if the party knew or should have known of the possibility of such damages.

13.     LIMITATION OF LIABILITY. The total liability of Company to customer in connection with this Agreement, for any and all causes or actions and claims, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts, shall be limited to the lesser of: (a) direct damages proven by Customer; or (b) the amount paid by customer to Company under the Agreement for the one (1) month period prior to accrual of the most recent cause of action. Nothing in this section limits Company’s liability: (a) in tort for its willful or intentional misconduct; or (b) for bodily injury or death proximately caused by Company’s negligence; or (c) for loss or damage to real property or tangible personal property proximately caused by Company’s negligence.

14.     ASSIGNMENT. Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided that Company may assign this Agreement to an affiliate or successor without the Customer’s written consent.

15.     SERVICE MARKS, TRADEMARKS AND PUBLICITY.  Neither Company nor Customer may: (a) use any service mark or trademark of the other party; or (b) refer to the other party in connection with any advertising, promotion, press release or publication unless it obtains the other party’s prior written approval.

16.     GOVERNING LAW. This Agreement is governed by the laws of the State of New York without regard to its choice of law principles.

17.     ACCEPTABLE USE.  Use of the “Network” (meaning those points of presence, network hubs, and host computers owned or operated by Company or a Provisioning Entity in connection with the DSL Service provided under this Agreement), Service Equipment or any Service must comply with the then-current version of the Company Acceptable Use Policy ("Policy") of the countries from which Customer uses a Service (and in the event no Policy exists for a country, the U.S. Policy shall apply). “Provisioning Entity” means the entity providing a Service to Customer or its affiliates, and may include Company, any Company affiliate, or a subcontractor.  The applicable Policy is available at the following URL: www.uu.net/terms or other URL designated by Company.  Customer is responsible to insure that each user of the Services adheres to the Policy.  Company reserves the right to change the Policy from time to time, effective upon posting of the revised Policy at the designated URL or other notice to Customer.  Company also reserves the right to suspend or terminate a Service or terminate this Agreement effective upon notice for a violation of the Policy.  Customer agrees to indemnify and hold harmless Company from any losses, damages, costs or expenses resulting from any third party claim or allegation ("Claim") arising out of or relating to Content (as defined below), use of the Network, Service Equipment, or a Service, including without limitation any Claim which, if true, would constitute a violation of the Policy, provided that each party shall promptly notify each other of any such Claim.

18.     CONTENT DISCLAIMER.  Company exercises no control over and accepts no responsibility for the content of the information passing through the Network, Service Equipment, or a DSL Service.  Company specifically denies any responsibility for the accuracy or quality of information obtained through the Network, Service Equipment, or the DSL Service.  Use of any information obtained via the Network, Service Equipment, or a DSL Service is at Customer’s own risk.

19.     DOMAIN NAMES AND INTERNET PROTOCOL NUMBERS.  Customer warrants that any domain name registered or administered on its behalf will not violate the trademark or other intellectual property rights of any third party and that Customer shall comply with the rules and procedures of the applicable domain name registries, registrars, or other authorities.  Customer irrevocably waives any claims against Company and the applicable Provisioning Entity that may arise from the acts or omissions of domain name registries, registrars or other authorities.  Any Internet Protocol numbers (“IP Numbers”) assigned to Customer by a Provisioning Entity in connection with the DSL Service may be used only in connection with that DSL Service.  If Customer discontinues use of a DSL Service for any reason, or the DSL Service Terms expire or are terminated for any reason, Customer’s right to use the IP Numbers also terminate and the IP Numbers must immediately be returned to Company.  Company reserves the right to suspend the applicable DSL Service or terminate the applicable Agreement upon written notice for any violation of this Section 19.

20.     CUSTOMER DATA AND PRIVACY.  Customer (a) acknowledges that Company, its affiliates and agents will, by virtue of the provision of Services under this Agreement, come into possession of information and data regarding Customer, its employees and authorized users of Customer.  This information and data ("Customer Data") shall include, but not be limited to, data transmissions (including the originating and destination numbers and IP addresses, date, time and duration of voice or data transmissions, and other data necessary for the establishment, billing or maintenance of the transmission), data containing personal and/or private information of Customer, its employees or authorized users of the Services, and other data provided to or obtained by Company, its affiliates and agents in connection with the provision of Services under this Agreement; (b) acknowledges and agrees that Company and its affiliates and agents, may use, process and/or transfer Customer Data (including intra-group transfers and transfers to entities in countries that do not provide statutory protections for personal information): (i) in connection with provisioning of Services; (ii) to incorporate the Customer Data into databases controlled by Company and its affiliates for the administration, provisioning, billing and reconciliation, verification of Customer identity and solvency, maintenance, support and product development, fraud detection and prevention, sales, revenue and customer analysis and reporting, and market and customer use analysis; and (ii) to communicate to Customer about products and services of Company and its affiliates by voice, letter, fax, or E-mail.  Customer may withdraw consent for such communications (or any use, transfer or processing of Customer Data except for that required to provision, administer, bill or account for the Services) by sending written notice to Company;  (c) warrants that it has obtained and will obtain all legally required consents and permissions from relevant parties (including subjects of Customer Data) for the use, processing and transfer of Customer Data as described in this Section.

21.     FORCE MAJEURE.  Neither party shall be liable for any delay or failure in performance due to reasons of Force Majeure, which shall include acts of God, earthquake, fire, labor disputes, riots, war, acts of terrorism, epidemics, changes in law or regulation, action by government or other competent authority, transportation difficulties, malicious or criminal acts of third parties (provided use of the Network or a Service through Customer’s access, regardless of a malicious or criminal act in gaining access, shall not be a reason of Force Majeure), or other causes that are beyond its reasonable control.

22.     COMPANY RESPONSIBILITIES.   Company’s obligation under this Agreement is to furnish Services consisting of Service Equipment that is exclusively of Company’s choosing.   Unless otherwise provided for in this Agreement, Company may substitute Service Equipment used to furnish the Services, modify any Service, or substitute comparable service for any Service furnished under this Agreement, at any time.  Company reserves the right to reject any order for any reason, including without limitation due to Company’s obligations under applicable laws, regulations, directives, governmental authority or orders, or third party contracts or Customer or its affiliates failure to meet Company’s credit standards.

23.     CUSTOMER RESPONSIBILITIES.  Customer will provide the Provisioning Entity with such access to Customer Equipment and “Service Equipment” (meaning the hardware, software, equipment, systems, cabling, and facilities provided by a Provisioning Entity for use in connection with a Service, all rights to which shall remain with Company.  Service Equipment shall not include the Network or any Customer Equipment, including Customer Equipment acquired by Customer from a Provisioning Entity) under Customer’s control and such assistance as the Provisioning Entity reasonably requires to provide the Service.  Customer shall: (a) maintain the Service Equipment in accordance with the reasonable instructions of the Provisioning Entity as may be given from time to time; (b) not modify, relocate, or in any way interfere with the Service Equipment; and (c) not cause the Service Equipment to be repaired, serviced, or otherwise accessed except by, or under the instruction of, an authorized representative of the Provisioning Entity.  Customer shall be liable for any and all damage to Service Equipment caused by the act or omission of Customer or the malfunction or failure of any Customer Equipment.

24.     NOTICE.  All notices (including Customer’s notice of disconnect), requests, or other communications (excluding invoices) hereunder must be in writing and either transmitted via overnight courier, electronic mail, hand delivery or certified or registered mail, postage prepaid and return receipt requested to the parties at the following addresses. Notices will be deemed to have been given when received.  Company has no obligation to cancel Service sooner than sixty (60) days after Company receives written notice of cancellation. 

              To Customer:                                               To Company:                                                     With Copy to: James Ohngemach 

              At the above provided Billing Address       MCI Communications Services, Inc.                  MCI Communications Services, Inc.

                                                                                  20855 Stone Oak Parkway                               22001 Loudoun County Parkway

                                                                                  San Antonio, TX 78258                                     Ashburn, VA 20147

                                                                                  SA-CUST-SVC@wcom.com                             Attn: Vice President and Chief Counsel

                                                                                                                                                            Business Transactions Law & Public Policy

18.    ENTIRE AGREEMENT.  The Agreement (consisting of these Terms together with your recorded verbal agreement to subscribe to the Services and to the Terms, the accompanying cover letter and other documents incorporated herein by reference) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all other representations, understandings or agreements that are not expressed herein, whether oral or written.  Except as otherwise set forth herein, no amendment to this Agreement shall be valid unless signed by both parties, including through electronic signature under the E-sign Act.