General Service AgreementFor Small Business Customers

www.mci.com/sb/service_agreement

Effective Date - April 1, 2002

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General Service Agreementfor Small Business Customers

Thank you for choosing service from MCI WORLDCOMCommunications, Inc. or Telecom*USA, Inc., or theirsuccessors (Company).

PLEASE READ THIS GENERAL SERVICEAGREEMENT CAREFULLY. This governs therelationship between you (Customer) and the Companyand explains, among other things, the following:

PageI. The Agreement 1II. Service 2III. Restrictions on the

Use of Service 13IV. Payment Obligations 15V. Cancellation of Service 21VI. Liability 24VII. Privacy 26VIII. Dispute Resolution 26IX. Miscellaneous Provisions 29

I. THE AGREEMENT

The Customerss agreement (Agreement) with theCompany consists of this General ServiceAgreement, the Companys website, and the currentterms of any optional calling plan (for example, MCIBasicssm for Small Business; or MCI OneAdvantagesm for Small Business), promotion, and/orauthorized written communications the Customerhas received from the Company. If the Customer hasnot selected an optional calling plan, all of theCompanys Basic Service(s) and Rates (describedbelow) will apply. If the Customer has selected anoptional calling plan, only some of the CompanysBasic Service(s) and Rates will apply.

BY ENROLLING IN, USING, OR PAYING FORCOMPANY SERVICES, THE CUSTOMER AGREES TOTHE RATES, CHARGES, AND TERMS ANDCONDITIONS IN THIS AGREEMENT. IF THISAGREEMENT IS NOT ACCEPTABLE, THE CUSTOMERSHOULD NOT USE THE SERVICES AND SHOULDNOTIFY THE COMPANY IMMEDIATELY AT 1-800-727-5555.

The Company may change this Agreement at any time.Any changes to the Customers Interstate Dial 1 rates willbecome effective only after the Company notifies theCustomer at least 15 days in advance of such changethrough one of the following means: (i) by postcard or letter;

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(ii) by a message with the Customers invoice; (iii) by callingand speaking to the Customer or by leaving a message forthe Customer; or (iv) by e-mail, with the Customersconsent. Written notice to the Customer will be sent to theCustomers last known address as reflected in theCompanys records. Written notice is deemed received 3days after deposit in the U.S. mail, postage prepaid, andproperly addressed according to the address in theCompanys records. At a minimum, changes to any otherrates, charges (including rates and charges for internationalservices), or terms or conditions in the Agreement will bepublished in the Companys website at least 15 days inadvance of such change and will be incorporated byreference into this Agreement.

For purposes of the Agreement, Customer means theSmall Business Customer, defined as either (i) the personor Small Business entity identified in the Companysaccount records as responsible for payment of allcharges; or (ii) any other person or entity with actual orapparent authority to represent that person or SmallBusiness entity or to use the service(s).

This Agreement covers the Customers state-to-state andinternational services and charges. Rates and charges forinternational calls and any additional terms and conditionsassociated with such calls can be found by visiting theCompanys website at http://www.mci.com/sb/service_agreement or by calling Company Customer Service toll-freeat 1-800-727-5555. To the extent permitted by law, thisAgreement also covers the Companys local or intrastateservice(s) and charges and the Companys dial aroundservice(s) and charges, where the Agreements provisionsrelating to these services and charges are not in conflict withapplicable tariffs filed with state or federal agencies.

The rates and charges found in the Agreement areeffective as of April 1, 2002 and are subject to change. For the Customers most current rates and charges, the most current version of this General Service Agreement, or if the Customer has questions about the Companys services, theCustomer should visit the Companys website athttp://www.mci.com/sb/service_agreement or call toll-freeat 1-800-727-5555.

II. SERVICE

A. Optional Calling Plans

If the Customer requests an optional calling plan, thatcalling plan is described in a separate document that iseither included along with this General ServiceAgreement or was sent to the Customer when theCustomer initially selected the calling plan from the

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Company. For the current terms of any optional callingplan, the Customer should visit the Companys website athttp://www.mci.com/sb/service_agreement or call toll-freeat 1-800-727-5555. The terms of the Customers optionalcalling plan are incorporated by reference in thisAgreement. Please note that, under an optional callingplan that has different per minute rates for different timeperiods, when a call is begun during one time period andthen ends during another time period, the rate for eachtime period applies for the portion of the call occurringduring that time period.

B. Promotions / Bonus Offers

Promotions and/or bonus offers may be communicated tothe Customer orally or in writing at the Companysdiscretion. For all promotions or bonus offers, aCustomers eligibility is limited as follows:

1. Only one bonus program at any one time will beassociated with any account or Customer.

2. Sign-up bonuses or promotions are available only tonew Customers of the Company.

3. To receive on-going benefits of a bonus award orpromotion, a Customer must be a customer of theCompany and in good standing at the time suchaward or promotion is scheduled to be granted.

4. The Company reserves the right to amend orterminate bonus programs and/or promotions uponappropriate notice to the Customer.

5. If a Customer is eligible to receive either free minutesof calling or airline frequent flyer miles under anyCompany promotion(s), the Customer will not beeligible to receive, during any 12-month period, atotal amount of free minutes of calling in excess of1,500 minutes, or a total amount of airline frequentflyer miles in excess of 25,000 miles, not includingmiles earned for on-going usage of Companyservices.

C. Basic Services and Rates

Set forth below are the Companys basic rates for listedservices. The rates in Paragraphs C.1-5 below on pages 3-5 may not apply if the Customer has enrolled in anoptional calling plan, but the rates in Paragraphs C.6-9and 11 below on pages 5-13 will apply regardless of anyoptional calling plan in which the Customer has enrolled.

1. Basic Interstate Dial 1 (Commercial Dial 1)

This service allows the Customer to place a long distancecall to any location within the U.S. mainland, Alaska,Hawaii, or the U.S. territories, from its Small Businesstelephone number(s) that are presubscribed to theCompany for long distance service and that are locatedwithin the city or cities in which the Customer maintains an

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active account with the Company.

Peak (7am-6:59pm M-F): $0.55Off-Peak (all other times): $0.41

When a call is begun during one time period and thenends during another time period, the rate for each timeperiod applies for the portion of the call occurring duringthat time period.

2. International Services

This service allows the Customer to place a long distancecall to an international location. The Customer may findinternational rates and charges on the Companyswebsite at http://www.mci.com/sb/service_agreement orby calling Company Customer Service toll-free at 1-800-727-5555. The Customer may place a call to aninternational location from the Customers businesstelephone by dialing 1 + 011 + country code + telephonenumber for countries other than Canada and certainCarribean areas, or by dialing 1 + area code + telephonenumber for Canada and certain Carribean areas,provided the Customers business telephone is locatedwithin the U.S. mainland, Alaska, Hawaii, or the U.S.territories and the called number is outside the U.S.mainland, Alaska, Hawaii, or the U.S. territories.

3. Basic In-State Dial 1 Long Distanceand Local Toll

This Agreement applies to in-state long distance and localtoll calls in those states that do not regulate rates throughfilings with the state public utility commission. Rates varyamong such states and are subject to change, so theCustomer should contact the Company for specific rateinformation. Current basic in-state Dial 1 rates in suchstates do not exceed $0.50 per minute.

4. Basic Calling Card

Customers can access the service by dialing a Company-provided toll free number assigned under this service.Subscribers may originate calls from either touch-tone orrotary phones. (Calls originating from rotary phones willbe completed with the assistance of operators and at anadditional charge.)

State-to-State Per-Minute Rate: $0.99

Per-Call Surcharge:

Direct Dial The Customer places a Company-issuedcalling card call without using the Companys operatorservices: $1.50

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In those states referenced in Paragraph II.C.3above on page 4, for Direct Dial in-state longdistance and local toll calls made by a Customerusing the Customers Company-issued callingcard, rates and surcharges vary by state and aresubject to change. The Customer should contactthe Company for specific rate information. Forsuch calling card calls, current basic rates do notexceed $0.60 per minute and current in-statesurcharges do not exceed $0.99 per call.

Station-to-Station The Customer uses theCompanys operator services to place a Company-issued calling card call to reach another number andthe call is billed to the Customers Company-issuedcalling card: $2.25

Person-to-Person The Customer uses theCompanys operator services to place a Company- issued calling card call to reach a specific person andthe call is billed to the Customers Company-issuedcalling card only if the specific person is available:$4.90

5. Basic Small Business 800 (Private 800)

Private 800, which is part of the Companys Basic Servicesand its Optional Calling Plans, provides a toll free numberto receive calls from any point within the U.S. mainland,Alaska, Hawaii, or the U.S. territories. The Customer mayhave multiple Private 800 numbers per account. For eachPrivate 800 account, the Company will provide to theCustomer an 800 number and a 4-digit security code, withwhich the Customer can receive incoming domestic callsfor which the Customer will be charged at the per minuterate below. The Company has the exclusive right todetermine the terminating locations for Private 800numbers. Private 800 Customers share access on thesame 800 number based on PIN and, thus, may not retainuse of the 800 number if Private 800 service is terminated.

State-to-State Per-Minute Rate: $0.40

In those states referenced in Paragraph II.C.3 above onpage 4, for in-state long distance and local toll calls placedto a Customers Private 800 service number, rates vary bystate and are subject to change. The Customer shouldcontact the Company for specific rate information. Currentrates for such calls do not exceed $0.40 per minute.

6. Directory Assistance

The Customer may access Directory Assistance (DA) bydialing 1 + area code + 555-1212. A charge will be applied to

each call for information for any telephone number in the U.S.mainland, Alaska, Hawaii, the U.S. territories, and certaininternational locations. Up to two requests may be made oneach DA call. The DA charge applies to each call regardlessof whether or not the DA operator is able to furnish therequested telephone number. If the Customer fails to requestmore than one listing on any call to the Companys DA, theCustomer will not receive credit for a second listing on anysubsequent call to the Companys DA.

Per-Call Charge: $2.49

Additional Per-Call Charge for Call Completion:The Customer requests a live or automatedCompany operator to complete a call to the DAlisting requested. $0.50

Directory Assistance for International Location Calls:Service is accessed by dialing 00 which connects the Customer with a Company operatorwho will assist the Customer in obtaining directoryassistance in countries outside of the U.S.

For all countries outside of the U.S. (exceptCanada): $7.94

For Canada: $2.49

7. Operator Assistance

The following rates and surcharges apply to long distancecalls that are completed with the assistance of theCompanys automated or live operator services, exceptthat the surcharges do not apply for calls to certaininternational locations that may be reached only with theassistance of operator services (see our website athttp://www.mci.com/sb/service_agreement for a list of suchinternational locations, or call Company Customer Servicetoll-free at 1-800-727-5555). These operator servicesoptions can be accessed by dialing 00 or by dialing 0 +the interstate long distance area code + the 7-digit number.

Per-Minute Rate for all calls identified in this section: $0.89

A Per-Call Surcharge of $4.99 applies to each of thefollowing types of calls:

Station-to-Station The Customer places a call byusing the Companys operator services to reach anothernumber and the call is billed to the originating number.

Station-to-Station Collect The Customer places acall by using the Companys operator services to reachanother number, and, if accepted by the called station,the call is completed and billed to the called number.

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Station-to-Station Third Party-Billed TheCustomer asks the Companys operator services to placea call to reach one number, but to bill the call to a thirdnumber which is neither the originating nor the callednumber. Charges may be billed, and the call may becompleted, only if the operator obtains verbal acceptancefrom the third party.

Station-to-Station Non-Company-Issued CardCalling The Customer places a call by using theCompanys operator services to reach another number,and asks that the call be billed to the Customers creditcard or a local calling card issued by a local telephonecompany.

Person-to-Person Non-Company-Issued CardCalling The Customer places a call by using theCompanys operator services to reach a specific person,and asks for the call to be billed to the Customers creditcard or a local calling card issued by a local telephonecompany. If that person is available, the call is completedand billed to that credit card or non-Company-issuedcalling card.

A Per-Call Surcharge of $6.50 applies to each of thefollowing types of calls:

Person-to-Person The Customer places a call byusing the Companys operator services to reach a specificperson, and, if that person is available, the call iscompleted and billed to the originating number.

Person-to-Person Collect The Customer places a callby using the Companys operator services to reach aspecific person, and, if the specific person is available andaccepts the call, the call is completed and billed to thecalled number.

Person-to-Person Third Party-Billed TheCustomer asks the Companys operator services to placea call to reach a specific person, but to bill the call to a thirdnumber which is neither the originating nor the callednumber. Charges may be billed, and the call may becompleted, only if the person is available and if theoperator obtains verbal acceptance from the third party.

A Per-Call Surcharge of $1.95 applies to the following typeof call:

Coin-Sent Paid Calls The Customer places a longdistance call to a number at a location in the U.S.mainland, Alaska, Hawaii, or the U.S. territories andmakes the call from a public or semi-public payphonelocated in the U.S. mainland, Alaska, Hawaii, or the U.S.territories, which call is paid for by inserting coins duringthe progress of the call.

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The following Per-Call Surcharges also may apply to callsusing the Companys operator services and, if applicable,will be applied in addition to the above surcharges:

Operator Dialed The Customer uses a live Companyoperator to dial the call. (However, this surcharge doesnot apply to Company-issued calling card calls or to Non-Company-Issued Card Calling Station-to-Station or toNon-Company-Issued Card Calling Person-to-Person,as identified above.): $1.55

Casual Calling Surcharge This surcharge applies: (i)to all calls made with the following 3 conditions:(1) by accessing the Companys network via CasualCalling (see II.C.9 below on pages 8-9); (2) with a non-Company-issued calling card or a credit card; and (3) byusing the Companys operator services; and (ii) to all callsmade with the following 2 conditions: (1) when examplesb or c under II.C.9 below on pages 8-9 apply; and (2) byusing the Companys operator services: $2.50

Different rates may apply for operator service-assistedcalls considered local or intra-LATA calls. TheCustomer should contact the Company for specific rateinformation.

8. Basic Minimum Monthly Charge

In any month, the Company will bill the Customer aminimum of $10.00 for the Customers total usagecharges for any or all of the Basic Services in II.C.1-7above on pages 3-8. If, in any month, the Customerstotal usage charges for any or all of such Basic Servicesare less than $10.00, the Company will bill the Customeran additional amount for the difference, so that theCustomers total usage charges for any or all of suchBasic Services for that month are equal to the $10.00monthly minimum charge.

9. Casual (Non-Account) Calling

Casual rates, as set forth in this paragraph below, will becharged when calls are completed over the Companysnetwork and the caller does not have an active accountwith the Company. Examples of the situations whenCasual rates will be charged include, but are not limitedto, the following:

a. If the Customer signs up for Company service bycontacting the Customers local telephone company, butthe local telephone company fails to notify the Companyof the Customers selection.

b. If the Customers local telephone company notifiesthe Company that the Customer has requested

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cancellation of its Company service or if the Customer orthe Customers local telephone company has otherwiseprovided assurances to the Company that the Customerhas switched carriers, then the Company will cancel theCustomers service account. If, however, aftercancellation resulting from the Customer providingassurances to the Company that the Customer hasswitched carriers, the Customers telephone line actuallyremains designated to the Company at the localtelephone companys switch, then, beginning 30 daysafter cancellation, the Customer will be charged Casualrates for calls placed on the Companys service network.For calls placed on the Companys network during thefirst 30 days after such cancellation, the Customer will becharged Basic rates.

c. If the Company cancels the Customers account andblocks its line from placing calls on the Companysnetwork for a reason described in Section V.B. below onpages 22-24 and the Customer has not changed carrierswithin 120 days of the line being blocked, the Companymay lift such block and allow the Customer access to theCompanys network. In this situation, the Customer willbe charged Casual rates for calls placed on theCompanys network.

d. Casual rates will apply when a Customer dials1010222 before placing a long distance call from atelephone that is not associated with an active accountwith the Company.

Domestic Casual calling is billed at the following rates:

Per-Minute Rate: $0.6212Per-Call Surcharge: $3.7500In-State Surcharge (where applicable): $3.4900

If, after accessing the Companys network via Casualcalling, the Customer places a call using the Companysoperator services, the Casual calling per-minute rate andper-call surcharge will not apply, but the per-minute rateand the applicable surcharge(s) as set forth in II.C.7above on pages 6-8 will apply. If the Customer believesthat the Customer is being charged Casual rates andsurcharges in error, the Customer should contact aCompany Customer Service representative immediately.If these rates are being charged due to an error causedby the Company, the Customers local telephonecompany, or some other cause beyond the Customerscontrol, the Customer will receive appropriate credits.

10. Rounding Policy

For billing purposes, the length of each call is rounded tothe next higher full minute. Except for Basic InterstateDial 1 calls, if the computed charge for a call includes a

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fraction of a cent, the fraction is rounded down to thenearest whole cent. The computed charge for BasicInterstate Dial 1 calls is rounded to the next highest fullminute. If the computed charges for taxes andsurcharges include a fraction of a cent, the fraction isrounded to the nearest whole cent.

11. Other Charges

a. Federal Universal Service Fee (FUSF)

9.3% of all invoiced interstate and international charges,not including taxes.

b. Federal Excise Tax

3.0% of all invoiced interstate, intrastate, local toll, andinternational charges, not including certain taxes.

c. Federal Excise Tax Surcharge related to air travel awards

If the Customer receives airline miles, flight credits, orother air travel awards in relation to the CustomersCompany account, then the Customer will receive thissurcharge on its invoice, after the miles, flight credits, orother travel awards are posted to the Customers airlineaccount. The surcharge will not exceed $0.0013 per mileor other air travel award earned; and the surcharge forflight credits will not exceed $1.1000 per flight creditearned.

d. Local Telephone Company Billing Option Fee

The Company reserves the right to assess a fee if theCustomer elects to receive the Companys charges withinits local telephone bill (where the Company is not theCustomers local telephone provider), instead of receivinga bill for the Companys charges directly from theCompany. Currently, upon notice from the Company, aCustomer may be subject to a $1.50 monthly fee if theCustomer receives such a combined bill from theCustomers local telephone company. The fee will notapply toward the satisfaction of usage volumerequirements and will not apply to blind and visuallyimpaired Customers who request invoices in Braille orlarge print.

e. Payphone Use Charge

Charges for state-to-state calls that originate from anydomestic payphone and are carried over the Companysnetwork will include a $0.28 charge. This charge will bein addition to applicable basic charges and surcharges.

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f. Carrier Access Charge (Primary InterexchangeCarrier Charge)

Monthly charge per each telephone number on theCustomers account: $1.41

g. Accounting Code Summary

This feature provides the Customer with 3-digitauthorization codes. This feature is only available inareas where the company has billing arrangements witha local telephone company that permit this type of billing.The Customer will be charged a $10.00 installation feeand a $10.00 monthly fee, per account, if the Customerselects this feature.

h. Taxes

1. The Companys charges for services provided to youdo not include:

a. applicable federal, state, local, and foreign sales,use, excise, utility, gross receipts and value addedtaxes;

b. any tax imposed by an authority on the benefits ofa promotion offered by the Company involvingservices or goods of a third party;

c. other taxes;d. tax-like charges to recover amounts the Company

is required by a governmental or quasi-govern-mental authority to collect from others or pay toothers in support of statutory or regulatory funds orprograms;

e. other tax-like charges; andf. a tax-related surcharge imposed on all charges

(net of bad debts) for outbound service originatingin, or inbound service terminating in, a jurisdictionwhich levies, or asserts a claim of right to levy: 1. a gross receipts tax, a license tax, or other tax-

like charge on the Companys operations inthat jurisdiction based on the Companys grossreceipts, revenues or operations in thatjurisdiction; or

2. a tax on interstate access charges incurred bythe Company for access to telephoneexchanges in that jurisdiction based on theamount paid for interstate access charges inthat jurisdiction; or

3. an ad valorem tax on the Companys propertylocated in that jurisdiction which is used inproviding interstate or international service, theamount for which is derived by multiplying theratio of interstate plus international revenue inthe jurisdictions state to total revenue in thatstate times total ad valorem taxes imposed on

the Company in that state during the currentcalendar year.

2. All taxes, tax-like charges, and tax-related surchargesare referred to collectively as Tax(es). The Company mayelect to impose and collect such Taxes, unless otherwiseconstrained by court order or direction. The Customeragrees to pay all Taxes imposed. If the Company hascollected Taxes and a challenged Tax is found to have beeninvalid and unenforceable, the Company, in its solediscretion, will either reduce service rates for a fixed period oftime in the future in order to flow-through to customers anamount equivalent to the amounts collected, or it will credit orrefund such amounts to affected customers (less itsreasonable administrative costs), if the amounts collectedwere retained by the Company or if they were deliveredover to the jurisdiction and returned to the Company, or it willnegotiate an arrangement with the jurisdiction to provide afuture benefit for customers in that jurisdiction.

3. If the Customer provides the Company with a dulyauthorized tax exemption certificate, the Company willexempt the Customer in accordance with law, effective onthe date the Company receives the certificate.

4. Taxes based on the Companys net income will be theCompanys sole responsibility.

5. If the Customer is required by the laws of any foreigntax jurisdiction to withhold income or profit taxes from apayment, within 90 days of the withholding, the Customerwill provide the Company with official tax certificatesdocumenting remittance of the taxes. The tax certificateswill be in a form sufficient to document qualification of thetaxes for the foreign tax credit allowable against theCompanys U.S. corporation income tax, and will beaccompanied by an English translation. Upon receipt ofthe tax certificate, the Company will issue the Customer acredit for the amounts represented thereby.

i. Additional Surcharges

The Company may adjust its rates and charges or imposeadditional rates and charges in order to recover amountsit is required or permitted by governmental or quasi-governmental authorities to collect from others or pay toothers in support of statutory or regulatory funds, fees, orprograms (Governmental Charges). Examples of suchGovernmental Charges include, but are not limited to,Universal Service funding, utility and other fees imposedon communications providers, Primary InterexchangeCarrier Charge cost recovery, and compensation payableto payphone service providers for use of their payphonesto access the Companys service.

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j. Telecommunications Relay Service (TRS) Discount

TRS is comprised of several services including traditionalrelay services providing translation services between ahearing-impaired or speech-impaired individual using aText Telephone (TTY) and the spoken word of a hearingindividual using a voice telephone. Other relay servicessuch as Speech to Speech and Video Relay are alsoavailable. TRS is available any day at any time at noextra charge.

If the Customer places a call via the Company NationalTRS Center, the Customer will receive a 15% interstatediscount off the Companys basic rates during all timeperiods. TRS calls are not eligible for any discounts orrates associated with optional calling plans and/orpromotions. The TRS discount does not apply for callsplaced to 900-type information service numbers.

III. RESTRICTIONS ON THE USE OF SERVICE

A. The Company offers its services subject to availabilityof facilities, limitations of service offerings, and theprovisions of this Agreement.

B. Services provided by the Company under thisGeneral Service Agreement for Small BusinessCustomers will not be used:

1. For any unlawful purpose; or

2. For making telephone calls that use automatic dialingdevices and terminate into electronic informationservices, pay-per-call services, or other domestic orinternational audiotext services; or

3. For international call-back offerings usinguncompleted call signaling to any country, when thatcountry has prohibited such an offering by statute orregulatory decision; or

4. For residential purposes.

C. The Company may (a) deny, for any lawful reason,the Customers request for service, or (b) limit or allocatethe facilities available to or utilized by any service, ifnecessary, to manage its network in an efficient manner;meet reasonable service expectations; furnish service toexisting and future customers based on forecastedcustomer requirements; or for any other lawful reason.

D. The Company may, without notice (consistent withgoverning laws or regulations), block traffic to or fromspecific countries, country codes, cities, city codes, local

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telephone exchanges (NXX exchanges), individualtelephone stations, groups or ranges of individualtelephone stations, or calls using certain customerauthorization codes, whenever the Company deems itnecessary to take such action to prevent (1) the unlawfuluse of service; (2) nonpayment for service; (3) the use ofservice in violation of this Agreement; or (4) networkblockage or the degradation of service furnished to theCustomer or other Customers.

E. Due to the portable nature of the Companys callingcard codes that are issued to the Companys customers,the Company reserves the right to block, without notice,any calling card code that the Company deems to havebeen used, or that might be used, for fraudulentpurposes. The Company may also intercept calling cardcalls for the dual purposes of verifying customerinformation and fraud avoidance. The Company willprovide subsequent written notification by mail, and/orvoice notification, of such blocking or termination. TheCompany will unblock as soon as it determines it can doso without undue risk, and it will, upon request by anaffected customer, assign new card authorization codesto replace any that were deactivated.

F. Whenever call blocking occurs on lines designated tothe Company at the local telephone companys switch,customers or former customers will be unable to accessthe Companys network in order to make long distanceand local toll calls, including, but not limited to, placingcalls by dialing 1+ or 1010222 or by dialing any dial-around code belonging to the Company.

G. Calls may not be placed or received using 1010222dialing, Collect, Sent Paid, or 3rd Party callingconventions whenever (1) there is no obligation on the partof the serving local telephone company to perform billingand collection on behalf of the Company; or(2) where an obligation exists on the part of the servinglocal telephone company to perform billing and collectionon behalf of the Company, but the local telephonecompany fails to discharge the obligation properly; or(3) the serving local telephone company fails to furnish, orprovides untimely or inadequate, billing name and address(BNA) to the Company; or (4) the serving local telephonecompany fails to furnish timely or adequate telephonenumber installation and disconnect information to theCompany. For the purposes of this paragraph, callblocking will occur whenever the Company is unable torecover at least 60% of its billable revenues fromcustomers within a local telephone company service areaduring any monthly billing period as the result ofunavailable, untimely, or inadequate billing and collectionor as the result of unavailable, untimely, or inadequate BNA

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or telephone number installation and disconnectinformation.

IV. PAYMENT OBLIGATIONS

A. The Customer is responsible for payment of allcharges for services furnished to the Customer. Thisresponsibility is not changed, by virtue of any use,misuse, or abuse of the Customers service or Customer-provided systems, equipment, facilities, or servicesinterconnected to the Customers service, undertaken orcaused by third parties, including, without limitation, theCustomers employees or other members of the public.

B. The Customer must promptly notify the Company ofany change in the Customers invoicing address or, ifapplicable, in the credit card or bank account used forpayment. The Customer should notify the Company viaCustomer Service or U.S. mail to the following address:PO Box 4656, Iowa City, IA 52244-4656.

C. Usage charges and any recurring monthly chargesare billed after each billing period. In the event theCompany changes its rates, recurring monthly chargesaffected by such change will be assessed at the new ratefor the full billing period during which the new recurringcharge rate became effective.

D. The Companys bills for service are due upon receipt.Amounts not paid within 21 days of the invoice date willbe considered past due. If the Company becomesconcerned at any time about the Customers ability to payfor services, the Company may require that the Customerpay its charges within a specified number of days and/orthat the Customer make such payments in cash or theequivalent of cash.

E. If the Customers telecommunications paymenthistory is not acceptable to the Company or if theCustomers telecommunications payment history isunknown or indeterminable, the Customer may berequired, at any time, to provide (i) pre-invoice paymentbased on usage incurred; (ii) a valid major credit cardaccount number from an issuer acceptable to theCompany and authorization for the Company to chargeusage to the Customers credit card account; or(iii) agreement that the Customers usage of the Companynetwork and services will be subject to toll usage limits tobe determined by the Company. Prior to the Customerscompliance with this request, the Company reserves theright to cease accepting and processing service orders.The Company may request subsequent additional pre-invoice payments for usage and may increase or decreasetoll usage limits as it deems appropriate. The Companymay refuse to furnish services if any charges owed by the

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Customer to the Company or any Company affiliate arepast due for service(s) provided to the Customer.

F. When billing and collection for the Company serviceis performed on the Companys behalf by a localtelephone company, the security deposit requirements,and late payment provisions set forth in the Customersservice agreement with its local telephone companyand/or in the local tariff of the local telephone companywill apply to the Customers Company-provided service.In addition, where a local telephone company purchasesthe Companys customer receivables, late paymentprovisions imposed by the local telephone company willapply to the Customers Company service.

G. If the Company hires a collection agency to collect, orattempt to collect, any charges owed the Company, theCustomer will be liable to the Company for an additionalpayment equal to 35 percent of the charges owed, wherepermitted by applicable law. If the Company incurs anyfees or expenses, including attorneys fees, in collecting,or attempting to collect, any charges owed the Companyother than by hiring a collection agency, the Customer willbe liable to the Company for the payment of all such feesand expenses reasonably incurred.

H. In the event payment is made by check and theCustomers check is not honored by the institution onwhich it was drawn, the Company will impose, and theCustomer will be required to pay, a $15.00 fee, wherepermitted by applicable law, in addition to other remediesavailable to the Company.

I. If billing systems or other support are not available fora service, feature, surcharge, or other charge element atthe time of service provision, the Company will bill for thatservice, feature, surcharge, or other charge element assoon as it is capable of doing so.

J. Handling of Certain Specific Credits

1. If the Customers account has been closed but has acredit balance remaining, the Company will transfer thecredit to another account of the Customer, if there is one.If the Customer does not have another account and if thecredit balance amount is $10 or more, the Company willmail a check for the balance to the Customer. If theCustomer does not have another account and if the creditbalance amount is less than $10, then the Company willmail a check for the balance to the Customer upon itsrequest, provided the Customer makes its request within12 months of the closing of the Customers account.

2. Customers whose telephone line is designated to theCompany at the local telephone companys switch and

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who have been certified in writing to be unable to accessor use a manual directory because of a visual or otherphysical impairment are eligible to receive a credit whichwill be applied against the per call charge and anyapplicable operator assistance surcharges specified bythe Company for domestic Directory Assistance callsmade by dialing Area Code + 555-1212. Only onetelephone number per location is entitled to this credit. Amaximum of fifty directory assistance calls, includingoperator-assistance surcharges, per monthly billingperiod will be eligible for the credit. The actual credit forany one call to directory assistance (including operator-assistance surcharges) will not exceed $5.00.

3. Promotional and other credits offered by theCompany in the marketing of its services cannot beassigned, but must be used by the entity to which theywere offered and that earned them in strict accordancewith the terms of the offer.

4. In the event that the Customer has been awarded apromotional credit for subscribing to the Company serviceand does not use the service within 12 months followingthe date of the Customers service order, the Companyreserves the right to cancel the credit from theCustomers account and collect the sum involved fromthe Customer.

5. A credit allowance will be given, or the charge thatwould otherwise apply will be waived, when (a) theCustomer experiences poor transmission or is cut offduring a call to Directory Assistance or (b) the Customeris given an incorrect telephone number by a DirectoryAssistance operator. To obtain such a credit/waiver, theCustomer must notify the Company.

6. Except as provided in Paragraphs IV.J.2 and IV.J.5above on pages 16-17 pertaining to Directory Assistance,the following credit allowances for interruptions of theCompany services will be made:

a. For all of the Companys domestic services for whichcharges are specified on the basis of per minute ofuse, or on usage of a fraction of a minute, and in whichthere may be interruption of an individual call, due to acondition in the Companys shared interexchangefacilities or in shared access or termination facilitiesprovided by other carriers, which interruption can beremedied by redialing the call:

1. A credit allowance will be made for that portionof a call that is interrupted due to poortransmission (for example, noisy circuit), one waytransmission (one party is unable to hear theother), or involuntary disconnection caused by

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deficiencies in the Companys service. TheCustomer may also be granted credit for reachinga wrong number. To receive a credit, theCustomer must notify a Company CustomerService representative and furnish information,including the called number, the servicesubscribed to, the difficulty experienced, and theapproximate time the call was placed.

2. Where a call has been disconnected, theCustomer will be given a credit allowanceequivalent to the charge for the initial minute of thecall made to reestablish communications with theother party. If the Customer reaches a wrongnumber, the Customer will be given a creditallowance equivalent to the charge for the initialminute of the call to the wrong number if theCustomer reports the situation promptly to aCustomer Service Representative. This creditallowance for reaching wrong numbers is limitedto an aggregate total of $100 over a 12-monthperiod.

b. For interruptions in service due to the performance ofthe telecommunications network furnishing theCompany service where such interruptions exceed anindividual call and cannot be remedied by redialing thecall, the Customer will be given a credit allowance foran interruption subject to conditions related tolocation, timing, and other pertinent conditions. Toreceive a credit, the Customer must notify a CompanyCustomer Service representative and furnishinformation, including the called number, the servicesubscribed to, the difficulty experienced, and theapproximate time of the service interruption.

7. No credit allowances will be made for:

a. Interruptions caused by the Customers negligence orthe negligence of others authorized by the Customerto use the Customers Company-provided service.

b. Interruptions due to the failure of power, equipment,systems, or services not provided by the Company.

c. Interruptions during any period during which theCompany or its agents are not afforded access to thepremises where access lines associated with theCustomers services are terminated.

d. Interruptions during any period when the Customerhas released the service to the Company formaintenance or rearrangement purposes, or for theimplementation of the Customers order.

e. Interruptions during periods when the Customerelects not to release the service for testing or repairand continues to use it on an impaired basis.

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f. Noncompletion of calls due to network busyconditions.

g. Interruptions not reported to the Company.

An interruption period begins when the Customer reportsto the Company that the service has been interrupted andreleases it for testing and repair. An interruption periodends when the service is operative again. If theCustomer reports the service to be inoperative butdeclines to release it for testing and repair, the service isdeemed to be impaired, but not interrupted. If theCustomer elects to use another means of communicationduring the period of interruption, the Customer must paythe charges for the alternative service used.

8. Fraud Credits

a. The Company will issue full credit for invoicedcharges for Customer calls when the charges aredetermined to result from a theft of service (for example,unauthorized usage following the involuntary theft or lossof a Company product or the establishment of service thatthe Customer did not intentionally facilitate) involving (a)Company PCS, cellular, or pager services; (b) verifiedClip-on Fraud associated with equal access service(1010XXX or 1+/0+/0-); or (c) theft of identity or theft ofservice. To qualify for credit, the Customer must notifyCompany in writing within 90 days of receipt of an invoicecontaining alleged fraudulent charges. In the event a PCSor cellular phone or pager is lost or stolen, Customer mustnotify the Company immediately. The Company will thencredit Customer for all charges incurred during a 48-hourtime period beginning with the first fraudulent call made.The Company will not issue credit for invoiced charges forfraudulent use resulting from the negligent or willful actsof the Customer or an authorized user of the Customersservice.

b. Detect Program for Remote Toll Fraud

1. Remote Toll Fraud is defined as:(i) unauthorized outbound calls to international

locations (including all international locationsthat utilize the North American Dialing Plan)placed via remote accessing of the CustomersPBX or single electronic key system, wheresuch equipment is located on the Customerspremises within the U.S. mainland, Hawaii,Puerto Rico, and the U.S. Virgin Islands (CPE)(CPE does not include CPE not owned orleased or under the direct control of theCustomer); or

(ii) unauthorized use of the Company domestic 800

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inbound services, excluding 800 servicesterminating at any international location.

Remote Toll Fraud does not include any calls placed bymeans of wireless access or PCS or cellular calls,1010XXX calls, calls placed by means of operatorservice, calls accessing the network by dialing 0- or 0+ fornetwork access, 800/900 pay-per-call traffic, orunauthorized usage as defined in (i) or (ii) above that isplaced via any non-Company conference service orcentrex systems.

2. Customers complying with the following provisions willbe eligible to receive the limit on liability for Remote TollFraud usage charges as set forth in IV. J.8.b.3 below onpage 21:

a. Company will notify the Customer of suspected RemoteToll Fraud by calling, faxing, or paging the Customer at thenotification number given to the Company by the Customer.The Customer will provide the Company with 7x24 hourscontact information, including, if necessary, pager and off-hours notification numbers. The Company will attemptnotification three times. If Company cannot contact theCustomer after three attempts, the Customer will bedeemed to have been notified at the time of the first attempt.

b. Customer will notify the Company of suspectedRemote Toll Fraud by calling the Companys Detect FraudCenter at 1-800-309-3338. Customer will immediatelynotify the Company any time suspected Remote TollFraud is detected, even if Companys network is notimpacted.

c. Customer must identify all alleged Remote Toll Fraudusage charges in writing to the Company within 90 daysafter the date of the Company invoice that contains theusage charges in question. Any claim for alleged RemoteToll Fraud submitted after this 90 day period will not beconsidered for credit. In addition, Customer will notify theCompany in writing within 60 days of the termination ofthe Remote Toll Fraud incident, identifying to theCompany in such notice (a) the means by which suchfraud occurred, if known, and (b) the changes made to theCPE in question to stop Remote Toll Fraud.

d. During the Companys investigation of Remote TollFraud, the Company reserves the right to obtain specificpassword information used to access the CPE inquestion. Customer will fully cooperate with theCompanys efforts to stop Remote Toll Fraud, including,but not limited to, providing the Company access to theCPE in question within 24 hours of the Companysrequest; permitting the Company to investigate currentand/or former configuration of the CPE in question; and

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permitting the Company, within 12 hours of thetermination of the suspected Remote Toll Fraud, toinspect the CPE location, if requested.

3. Eligible Customers will be liable for up to the first$20,000, per incident, in Remote Toll Fraud usage chargesfor calls that commence prior to either the Customer notifyingthe Company or the Company notifying the Customer. TheCustomer is liable for all Remote Toll Fraud usage chargesincurred after Customer notifies the Company or theCompany notifies the Customer.

a. The liability cap per incident will not cover theimpacted CPE, or any other CPE connected to the CPEin question, until a 30-day fraud-free period hasoccurred since the date of the last fraudulent call duringthe last incident affecting the CPE in question, as certifiedby Company.

b. To the extent the Company reduces or otherwisedoes not collect any Remote Toll Fraud usage charges forwhich the Customer would have been liable if theCompany did not offer the Detect Remote Toll FraudProgram, the Company will be subrogated to any and allrights of the Customer with respect to any associatedclaims against third parties (including, but not limited to,any persons who made the unauthorized calls).

4. Failure by the Customer to comply with any of itsobligations under the Detect Program will disqualify theCustomer from current and future participation in theDetect Program at all Customer locations.

c. Other Service Fraud

For fraudulent usage charges that are established, to thereasonable satisfaction of the Company, to arise out of thecompromise of a Calling Card through no intentional ornegligent act or omission of the Customer, the Companywill credit the Customer the total amount of chargesresulting from such fraudulent usage. To qualify for credit,the Customer must notify the Company in writing within 90days of receipt of an invoice containing the allegedfraudulent charges, and the Customer must notify theCompany by telephone immediately upon learning that aCalling Card has been compromised.

V. CANCELLATION OF SERVICE

A. By the Customer

1. If the Customer wishes to change its service toanother long distance carrier at any time, the Customershould call its new preferred long distance carrier or itslocal telephone company to set up service. Once theCompany receives notification of this change from the

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Customers local telephone company, the Customersaccount will be cancelled. If for some reason, theCompany does not receive a cancellation order from theCustomers local telephone company and the Customercontinues to receive invoices from the Company foroptional calling plan monthly fees and/or monthlyminimum charge amounts, the Customer should call theCompanys Customer Service to request that theCustomers account be cancelled.

2. If, within 90 days of signing up for the Companysservice(s), the Customer is dissatisfied, for any reason,with the long distance service(s) provided by theCompany and wishes to cancel such service(s) andreturn to its prior long distance carrier, the Customer mayreceive a credit equal to any Primary InterexchangeCarrier change and order processing charges it incurs inreturning to its prior carrier, up to $5.00 per line, maximumof 50 lines. Such credits are limited to one suchreimbursement per customer, for each of up to 50 linesper customer. In order to obtain such credits, theCustomer is required to call the Companys CustomerService and request a Satisfaction Guarantee credit.

B. By the Company

1. The Company reserves the right to discontinuefurnishing services, cancel the Customers account,and/or block the Customers access to the Companynetwork, without incurring any liability, immediately andwithout notice if the Company deems that such action isnecessary to prevent or to protect against fraud or tootherwise protect the Companys personnel, agents,facilities, or services. Without limitation, the Companymay take such actions if:

a. The Customer refuses to furnish information orfurnishes false information that (i) is essential forbilling; or (ii) pertains to the Customers credit-worthiness, its status under federal and/or state lowincome programs, its past or current use of commoncarrier communications service, or its planned use ofsuch service;

b. The Customer indicates that he or she will not complywith a request for security for the payment forservices;

c. The Company has received notice from theCustomers local telephone company that the localtelephone company has cancelled the Customerslocal exchange service;

d. The Customers service usage charges exceedestablished parameters based on the Customershistory of usage, which may indicate an unlikelihoodof payment or possible fraud;

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e. The Customer has been given written notice by theCompany of any past due amount (which remainsunpaid, in whole or in part) for any of the Companysor an affiliated carriers service to which the Customereither subscribes or had subscribed or used;

f. The Customer either refuses to pay when billed forservice or indicates to the Company or an entitybilling on the Companys behalf that the Customerdoes not intend to pay for service used by theCustomer;

g. The Customer uses the service to transmit or receivea message, locate a person, or otherwise give orobtain information without payment for the service(i.e., signaling);

h. The Customer uses, or attempts to use, service withthe intent to avoid the payment, either in whole or inpart, of the charges for the service by (i) using orattempting to use service by rearranging, tamperingwith, or making connections to service in anunauthorized manner; or (ii) using tricks, schemes,false or invalid numbers, false credit devices, or otherfraudulent means or devices;

i. The Customer acts, or fails to act, in a manner thathinders or frustrates any investigation by theCompany or others having legal authority toinvestigate the Customers legal obligations;

j. The Customers telephone equipment fails to passback to the Company the appropriate signal to startand stop billing for a call;

k. The Customer was previously provided with notice ofbreach of contract, took corrective action, butthereafter engages in the same breach activity;

l. The Customer subscribes to a Company-issuedcalling card service and has not used the service(with the exception of calls to Directory Assistance)for 24 months. In such case, the Company willdeactivate the calling card to reduce the risk of fraudor abuse. If the Customer wishes to renew service,the Company will promptly provide a new card; or

m. The Company has made available service to theCustomer and the Customer has failed to place theavailable service into actual and substantial useduring the 90-day period immediately following itsavailability, or, if during any service term, theCustomer has not actually and substantially used theavailable service for any consecutive 90-day period.As used in this paragraph, actual and substantialuse will mean a pattern of use that discloses anintent on the Customers part to employ the service totransmit information of the Customers choosing.

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2. The Company reserves the right to discontinuefurnishing services, cancel the Customers account,and/or block the Customers access to the Companynetwork, without incurring any liability, immediately uponwritten notice to the Customer if:

a. Any invoice charges remain outstanding and owed bythe Customer after the 21st day from the date of theinvoice notifying the Customer of the charges; or

b. The Customer fails to comply with a request by theCompany for security for the payment for services.

3. The discontinuance of service(s) by the Companypursuant to these provisions does not relieve theCustomer of any obligation to pay the Company forcharges due and owing for service(s) furnished up to thetime of discontinuance.

VI. LIABILITY

A. Except for granting credit allowances for interruptionsof service as provided for in Paragraph IV.J above onpages 16-21, the Company will not be liable for: (i) anyfailure of performance due to causes beyond its control,including, but not limited to, acts of God, fires, floods orother catastrophes; national emergencies, insurrections,riots or wars, terrorist acts, strikes, lockouts, workstoppages or other labor difficulties; preemption ofexisting services to restore service in compliance with theFCCs Rules and Regulations; and any law, order,regulation or other action of any governing authority oragency thereof; or (ii) delayed installation of theCompanys facilities or commencement of service.

B. With respect to any other factual allegation, legalclaim, or dispute by the Customer or by any others, fordamages associated with the ordering (including thereservation of any specific number for use with a service),installation (including delays thereof), provision,termination, maintenance, repair, interruption, orrestoration of any service or facilities offered by theCompany, the Companys liability, if any, will be limited tocredit allowances for interruptions of service as providedfor in Paragraph IV.J above on pages 16-21. In additionto these credit allowances, if any, the Companys liabilityis limited as follows:

1. With respect to the routing of calls by the Company topublic safety answering points or municipal emergencyservice providers, the Companys liability, if any, will belimited to the lesser of: (a) the actual monetary damagesincurred and proved by the Customer as the direct result ofthe Companys action, or failure to act, in routing the call,or (b) the sum of $1,000.00.

2. With respect to the Companys offering of TRS, anyservice provided by the Company that involves receiving,

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translating, transmitting, or delivering messages bytelephone, text telephone, a Telecommunications Device forthe Deaf, or any other instrument over the facilities of theCompany or any connecting carriers or through any TRScenters operated by the Company or its agents, theCompanys liability will not exceed an amount equal to theCompanys charge for a one minute call to the called stationat the time the affected call was made.

3. With respect to the provisioning of, or any error oromission in, data, information, or content furnished inconnection with any service provided by the Company, forexample, Directory Assistance, the Companys liabilitywill be limited to the lesser of: (a) the amount of actualmoney damages proven by the Customer to have beenincurred as the proximate result of its reliance on suchdata, information, or content; or (b) $100.

C. The Companys liability for willful misconduct, ifestablished as a result of judicial or administrativeproceedings, is not limited by this Agreement.

D. IN NO EVENT WILL THE COMPANY BE LIABLE TOTHE CUSTOMER FOR ANY INDIRECT, SPECIAL,INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, ORPUNITIVE LOSS OR DAMAGE OF ANY KIND,INCLUDING LOST PROFITS (WHETHER OR NOT THECOMPANY HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH LOSS OR DAMAGES) BY REASON OF ANYACT OR OMISSION IN ITS PERFORMANCE UNDERTHIS AGREEMENT.

E. The Company will be indemnified, defended, andheld harmless by the Customer and/or by othersauthorized by the Customer to use the service against allclaims of loss or damage arising from the use of servicefurnished by the Company, including:

1. Allegations or claims for libel, slander, invasion ofprivacy, or infringement of copyright arising out of thematerial, data, information, or other content transmittedvia the Company service; and

2. All other allegations and claims arising out of any actor omission by the Customer or others using the service,in connection with any service provided by the Company.

F. THE COMPANY MAKES NO EXPRESS OR IMPLIEDREPRESENTATIONS OR WARRANTIES ABOUT ITSSERVICES AND DISCLAIMS ANY IMPLIEDWARRANTIES, INCLUDING, BUT NOT LIMITED TO,WARRANTIES OF TITLE OR IMPLIED WARRANTIESOF MERCHANTABILITY OR FITNESS FOR APARTICULAR PURPOSE OR USE OR NON-INFRINGEMENT. THE COMPANY DOES NOTAUTHORIZE ANYONE TO MAKE A WARRANTY ON THE

COMPANYS BEHALF AND THE CUSTOMER MAY NOTRELY ON ANY STATEMENT OF WARRANTY AS AWARRANTY BY THE COMPANY. THIS SECTIONSURVIVES TERMINATION OF THIS AGREEMENT.

G. The Company will not be liable for any act oromission of any other company or companies furnishinga portion of the service, or from any act or omission of athird party, including those vendors participating in theCompany offerings made to the Customer, or fordamages associated with service, channels, orequipment that it does not furnish, or for damages thatresult from the operation of customer provided systems,equipment, facilities or services that are interconnectedwith the Company services.

VII. PRIVACY

A. Privacy Policy

It is the Companys policy not to sell or rent its personally-identifiable customer information to unaffiliatedcompanies or organizations. In the future, should theCompany decide to sell or rent such information to thoseentities, it will provide notification and the opportunity forits customers to indicate that they would prefer theCompany not sell or rent such information about them tosuch third parties. Such notice may be provided byamending the Agreement or any other comparably-effective means. The Company reserves the right tocontact its customers regarding the Companys productsand services.

B. Caller ID

Due to federal rules, the Customers telephone number(i.e., calling party number or CPN) may be identified toa called party if that party has Caller ID capability. TheCustomer can prevent this from occurring on an interstatecall by dialing *67 (or 1167 on rotary or pulse-dialingtelephones) prior to placing the interstate call. If theCustomer has per-line blocking, the Customer must dial*82 (or 1182 for rotary or pulse-dialing telephones) priorto placing an interstate call to allow a called party toidentify the Customers CPN. Because these Caller ID-related services are provided by the Customers localtelephone company, the Customer should contact theCustomers local telephone company for rate informationfor such services.

VIII. DISPUTE RESOLUTION

THIS SECTION PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH BINDINGARBITRATION.

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A. If the Customer has a dispute regarding theCustomers service or bill, the Customer should first callCompany Customer Service at 1-800-727-5555.

B. Before initiating or participating in any arbitration orother resolution proceeding concerning any aspect of thisAgreement or regarding the Companys products orservices, the Customer must notify the Company in writing of such a dispute and give the Company at least60 days (from the time the Customer first notifies theCompany in writing) to resolve the dispute. Such writtennotice should be mailed to: MCI, P.O. Box 4607, IowaCity, IA 52244-9853

C. If the Customer does not notify the Company inwriting of a dispute with respect to the Companyscharges, or application of Taxes, within 6 months from thedate of the disputed invoice, such invoice will be deemedto be correct and binding on the Customer.

D. Any dispute arising out of or related to this Agreementor the Companys products or services that is notsatisfactorily resolved within 60 days from the date theCustomer notifies the Company in writing, regardless as towhether the dispute is based in contract, tort, statute, fraud,misrepresentation, or any other legal or equitable theory,must be submitted either to the American ArbitrationAssociation (AAA) or to JAMS (JAMS), for final andbinding arbitration. The arbitration will be conductedpursuant to the AAA Arbitration Rules for the Resolution ofConsumer-Related Disputes (AAA Rules) or the JAMSStreamlined Arbitration Rules and Procedures andMinimum Standards of Procedural Fairness (JAMSRules), respectively, as such rules are in effect on the dateof commencement of the arbitration, and as such rules aremodified by this Agreement . Either party may contact AAAin writing at: AAA Central Case Management Center,13455 Noel Road, Suite 1750, Dallas, TX 75240-6636; orJAMS in writing at: 1101 17th Street, N.W., Suite 808,Washington, DC 20036. For more information regardingAAA or JAMs, the Customer may visit their respectivewebsites at http://www.adr.org or http://www.jamsadr.com.

E. Under the AAA Rules and the JAMS Rules, theCustomer may also have the right to take certain disputesto small claims court. Additionally, the Customer may beable to seek relief from an appropriate governmentaladministrative agency (such as the FederalCommunications Commission).

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F. The arbitration will be based only on the writtensubmissions of the parties and documents submitted tothe arbitrator, unless the parties agree or the arbitratororders otherwise. Additional charges may apply for suchprocedures.

G. The arbitration procedures set forth in this DisputeResolution section are governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16 et seq. (USAA). Anycontroversy over whether an issue is arbitrable will bedetermined by the arbitrator. The arbitrator will have noauthority to award punitive or exemplary damages unlesssuch damages are expressly authorized by an applicablestatute. The award may be confirmed and enforced in anycourt of competent jurisdiction. All post-award proceedingswill be governed by the USAA.

H. Unless otherwise provided for in the AAA Rules, theJAMS Rules, or in the arbitration award, all administrativefees and expenses of an arbitration, including the feesand expenses of the arbitrator, will be divided equallybetween you and the Company. Each party will bear thecost of preparing and presenting its own case.

I. Any in-person arbitration proceedings will be held atthe location that AAA or JAMS selects in the state wherethe Customer is located, unless otherwise mutuallyagreed upon by the parties.

J. Each dispute will be decided on an individual basisand will not be consolidated in any action with thedisputes or claims of other consumers or customers. TheCustomer agrees that the Customer may not bring anydispute or claim as a class action or as a private attorneygeneral, and the Customer agrees not to act as a classrepresentative or participate as a member of a class ofclaimants with respect to any dispute or claim relating tothis Agreement or the services provided by the Company.

K. Any dispute or claim arising out of or relating to thisAgreement or the services provided by the Companymust be brought within two (2) years or within the periodof time provided by an applicable statute after the date onwhich the basis for the dispute or claim first arises.

L. If any portion of this Dispute Resolution section isdetermined by a court to be inapplicable or invalid, thenthe remainder will still be fully effective and enforceable.

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IX. MISCELLANEOUS PROVISIONS

A. This General Service Agreement and the terms of anyoptional calling plan, promotion, and/or authorized writtencommunications the Customer has received constitutethe entire Agreement between the Customer and theCompany, and supersedes any and all prior agreements,oral or written, concerning the subject matter. If there isany inconsistency or conflict between the terms of anyoptional calling plan, promotion, and/or authorized writtencommunications the Customer has received and theprovisions of this Agreement, the provisions of thisAgreement will control.

B. If the Customer either voluntarily cancels theCustomers Company account or if the Company cancelsthe Customers service for any reason set forth above,the Company will have no obligation whatsoever to assistthe Customer in any respect in switching from theCompany to another carrier.

C. Customers may not modify or assign this Agreement.In its sole discretion, the Company may assign thisAgreement.

D. No waiver of this Agreement or any of its terms andconditions is valid.

E. This Agreement is binding upon the Customer andthe Company and upon, respectively, the Customers andthe Companys agents and heirs.

F. If any part or provision of this Agreement is finallydetermined to be invalid or unenforceable underapplicable law by a court of competent jurisdiction, thenthat part or provision will be ineffective only to the extentof such invalidity or unenforceability, without in any wayaffecting the remaining parts or provisions of thisAgreement.

G. This Agreement is governed by and construed underthe laws of the State of New York and applicable federallaw, without regard to choice of law principles.

H. Any liability or obligation of a party to the other partyunder the provisions of Sections I, III, IV, VI, VIII, and IX,as applicable, will, in each case, survive cancellation ortermination of this Agreement.

© 2002, WORLDCOM, Inc. All rights reserved. The names, logos and taglinesidentifying WorldComs products and services are proprietary marks ofWorldCom, Inc. or its subsidiaries.

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