General Terms & Conditions

Auncor, Inc.
d/b/a
Auncor Network Services
ADDITIONAL TERMS AND CONDITIONS
Applicable to Furnishing Services
within the operating territory
of Auncor, Inc. and its affiliates

 

APPLICATION OF ADDITIONAL TERMS AND CONDITIONS
The services ("Services") referenced in the Agreement will be offered in each State to the Customer by an entity (herein, "Company") that is a subsidiary or affiliate of Auncor, Inc. The Agreement (as defined below) between Customer and Company sets forth the legal rights and obligations governing the Company's provisioning, and delivery of Services by Auncor to the Customer and Customer's use of the Services. Customer shall contract for the Services on each Auncor Service Order Agreement, as Company may update such form from time to time ("SOA" or "Order") with applicable operating entities providing such Services. The Agreement consists of the terms and conditions in the Agreement, each SOA, the Product Terms and Conditions (as defined herein) and these general Service terms and conditions (the Product Terms and Conditions and the General Terms and Conditions are collectively herein after referred to as the "Additional Terms"), both set forth herein on this site (collectively, and as applicable, the "Terms and Conditions"), and applicable tariffs (collectively, the "Agreement"). The supplemental product terms and conditions applicable to certain Auncor products are listed on this site and incorporated herein by reference (the "Product Terms and Conditions"). Only those Product Terms and Conditions for specific Services, as listed therein, ordered or used by Customer are applicable to this Agreement. In the event of any inconsistency between the terms contained herein and the Product Terms and Conditions, and only to the extent of the inconsistency, the Product Terms and Conditions shall control. Some Services offered by Company under the Agreement are offered pursuant to applicable tariffs, which are filed with applicable federal and state regulatory agencies ("Tariffed Services"), and the Terms and Conditions. All applicable tariffs are fully incorporated herein. For Tariffed Services, in the event of a conflict between the Terms and Conditions and a tariff, the tariff shall control. Upon cancellation of any applicable tariff, the Terms and Conditions shall control.

In the event of any inconsistency between the Agreement or the Additional Terms, exhibits, or Orders made a part or in accordance with the Agreement precedence shall be given to:

(1) Any applicable tariffs
(2) Product Terms and Conditions posted on this site
(3) General Terms and Conditions set forth herein
(4) The terms of the Agreement; and
(5) Any SOA or Order executed pursuant to this Agreement.

THESE GENERAL TERMS AND CONDITIONS, THE PRODUCT TERMS AND CONDITIONS, THE ACCEPTABLE USE POLICY ("AUP") AND THE TARIFFS MAY BE MODIFIED FROM TIME TO TIME AT COMPANY'S DISCRETION OR AS REQUIRED BY APPLICABLE LAW. CUSTOMER AGREES TO REVIEW SUCH CHANGED ITEMS FROM TIME TO TIME AND BE BOUND BY SUCH CHANGES, AS THEY PERTAIN TO THE PARTICULAR SERVICES CUSTOMER HAS CHOSEN OR MAY CHOOSE IN THE FUTURE. IF COMPANY DETERMINES THAT CHANGES TO THESE GENERAL TERMS AND CONDITIONS, THE PRODUCT TERMS AND CONDITIONS, THE AUP AND/OR THE TARIFFS WILL MATERIALLY AND DETRIMENTALLY AFFECT CUSTOMER'S SERVICE OR RIGHTS THERETO AND ARE NOT MANDATED BY LAW OR REGULATIONS, COMPANY WILL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE NOTICE OF SUCH CHANGES AND AN OPPORTUNITY TO OBJECT IN WRITING IN THE MANNER PRESCRIBED IN SUCH NOTICE. IN ANY CASE, THE CHANGES SHALL NOT DIMINISH ANY APPLICABLE SERVICE LEVEL AGREEMENTS ENTERED INTO AT THE SERVICE COMMENCEMENT DATE. CUSTOMER HEREBY CONSENTS TO THE INCORPORATION OF APPLICABLE TARIFFS AND THE PRODUCT TERMS AND CONDITIONS POSTED ON THIS SITE AND THE AUP. CUSTOMER AGREES THAT ACCEPTANCE OF THE AGREEMENT CONSTITUTES CONSENT TO THE USE OF ELECTRONIC RECORDS. CUSTOMER MAY REQUEST HARD COPIES OF PART OR ALL OF THE TERMS AT ANY TIME BY CALLING [1-612-238-3554]. THE OFFERING AND PROVISION OF SERVICES IS SUBJECT TO ANY Auncor REQUIRED APPROVALS AND ANY REGULATORY COMMISSION REVIEW, APPROVAL AND REQUIREMENTS. IF CUSTOMER USES THE SERVICES, CUSTOMER IS DEEMED TO HAVE ACCEPTED THE TERMS AND CONDITIONS, THE AUP AND THE APPLICABLE TARIFFS.

Terms with initial caps not otherwise defined herein shall have the meanings ascribed in the Agreement.

1.

DEFINITIONS

1.1.

Agreement: The SOA (as defined herein), collectively with its incorporated Terms and Conditions, including but not limited to those set forth herein, including the Product Ts and Cs (as defined herein), is the Agreement between the Customer and the Company.

1.2.

Automatic Number Identification (ANI): The analog of digital digits transmitted by the calling party's carrier indicating the calling party's telephone number.

1.3.

Authorization Code(s): A code in numbers and/or letters employed by a Customer to gain access to a Company Service, such as Calling Card Services.

1.4.

Communications Facilities: Communications facilities that the Company is required to construct and/or to acquire in order to provide Service(s) to the Customer.

1.5.

Company: The applicable Auncor entity that is/are providing Services under the Agreement.

1.6.

Company Calling Card: A telephone calling card issued by the Company at the Customer's request, which enables the Customer or User(s) to place telephone calls and to have the charges for such calls billed to the Customer's account.

1.7.

Customer: The person, firm, corporation or other entity, which order or uses Service and is responsible for the payment of charges for such Service and compliance with the Company's regulations.

1.8.

Directory Assistance: A service that allows the Customer to call for directory listings.

1.9.

Domain Name: In computer networks using the Transfer Control Protocol/Internet Protocol, the domain name is an address on the Internet that is comprised of a hierarchical sequence of names (labels) separated by periods (dots), e.g. auncor.com.

1.10.

End of Service Date: The End of Service Date is the last day of the minimum written notice of termination period.

1.11.

FCC: The Federal Communications Commission.

1.12.

Individual Case Basis (ICB): A service arrangement in which the regulations, rates and charges, product, or terms and conditions are non-standard and are developed based on the specific circumstances of the Customer's situation.

1.13.

Initial Term: The initial service term as set forth on the SOA. If no Initial Term is set forth on the SOA, the term of the Agreement is one (1) year.

1.14.

IntraLATA Service: Service which originates and terminates within the same Local Access Transport Area ("LATA").

1.15.

InterLATA Service: Service which originates within one LATA and terminates in a different LATA.

1.16.

LATA: A Local Access and Transport Area established pursuant to the Modification of Final Judgment entered by the United States District Court for the District of Columbia in Civil Action No. 82-0192 for the provision and administration of communications services.

1.17.

M/M: Month to month.

1.18.

MOU: Minutes of use.

1.19.

Network Number: The part of an Internet address that designates the network to which the addressed node belongs.

1.20.

Non-Recurring Charges: The one-time charges for Services or facilities, including but not limited to, charges for construction, installation or special fees for which the Customer becomes liable at the time the Service Order is executed.

1.21.

Operator Services: A variety of telephone services based on the assistance of an operator, including but not limited to such services as collect calls, third party billed calls and person-to-person calls.

1.22.

Primary InterLATA Carrier ("PIC"): Long distance carrier designated by a Customer to provide the Customer with interLATA service without having to dial a special access code.

1.23.

Product Ts and Cs: The supplemental product terms and conditions for certain Company Services are listed on this site. Only Product Ts and Cs for Services ordered or used by Customer are applicable to Customer.

1.24.

Recurring Charges: The monthly charges to the Customer for services, facilities and equipment which continue until the End of Service Date.

1.25.

Responsible Organization ("Resp Org"): The telecommunications provider responsible for managing and administering the Toll Free Service subscriber's records in the 800 Service Management System.

1.26.

Service Commencement Date: The date on which the Company notifies the Customer that the Services are installed or connected and are available for use. The parties may mutually agree on a substitute Service Commencement Date. The duration of Services is calculated from the Service Commencement Date to the End of Service Date.

1.27.

Service Order Agreement or "SOA": The written agreement for communications Services, including the Terms and Conditions, executed by the Customer and the Company in the format specified by the Company.

1.28.

Services: The services provided to the Customer by the Company either pursuant to an SOA or through the Customer's use of the Company's services.

1.29.

Station: Denotes the network control signaling unit and any other equipment provided at the Customer's premises which enables a customer to establish communications connections and to effect communications through such connections.

1.30.

Station-to-Station: Service where the person originating the call from other than a public or semi-public coin telephone dials the telephone number desired and the call is completed without the assistance of a Company operator and the call is not billed to a number other than the originating number.

1.31.

Toll Free Prefix(es): The 10 digit toll free prefixes such as 800/888/877 including all new and future toll free prefixes.

1.32.

Toll Free Service: An inward calling switched or dedicated access service that permits a call to be completed at the Customer's premises without charge to the calling party. Access to the service is gained by an end user dialing a Toll Free Prefix, which will terminate at the Customer's premises.

1.33.

Two Point Message Toll Service: Furnishing of facilities for telecommunications between different local calling areas in accordance with the regulations and schedule of rates specified in any applicable tariff.

1.34.

United States: The 48 contiguous states and the District of Columbia, Hawaii, Alaska, Puerto Rico, the US Virgin Islands, as well as the off-shore areas outside the boundaries of the coastal states of the 48 contiguous states to the extent that such areas appertain to and are subject to the jurisdiction and control of the United States, including but not limited to, Puerto Rico, U.S. Virgin Islands, and American Samoa.

1.35.

User or End User: Any person or entity that obtains or uses the Company's Services, regardless of whether such person or entity is so authorized by the Customer.

2.

LIMITATIONS ON SERVICE

2.1.

Service Offered Subject to Availability: Service is offered subject to the availability on a continuing basis of all necessary facilities, including facilities the Company may obtain from other entities to furnish Service. The Company reserves the right to limit or to allocate the use of existing facilities, Services or systems, or of additional facilities, Services or systems offered by the Company, when necessary because of lack of facilities, or due to some other cause beyond the Company's control.

2.2.

Right to Make Service Changes: The Company reserves the right to change, increase or decrease from time to time, in its discretion and without liability to Customer, the methods, processes and/or the suppliers by which Company provides Services to Customer, as well as the right to change, add to or delete Service(s) or Service offerings with appropriate notice to Customer.

2.3.

Right To Change Additional Terms: Only Product Ts and Cs for Services ordered or used by Customer are applicable to Customer. Additional Terms may be modified from time to time at the Company's discretion or as required by applicable law. Customer agrees to review such changed items from time to time and be bound by such changes, as they pertain to the particular Services Customer chooses now or may choose in the future. If the Company determines changes to the Additional Terms will materially and detrimentally affect Customer's Service or rights thereto, the Company will use commercially reasonable efforts to provide notice of such changes and an opportunity to object in writing in the manner prescribed in such notice. In any case, the changes shall not diminish any applicable service level agreements entered into at the Service Commencement Date.

2.4.

Company's Right to Block or Discontinue Service

2.4.1.

Network Blockage or Degradation: The Company reserves the right to immediately discontinue furnishing Services when the manner in which the Customer uses or misuses the Services results, or may result, in network blockage or other service degradation which adversely affects service to members of the public, the Customer, or other customers of the Company.

2.4.2.

Customer Violation of the Agreement or the Law: The Company reserves the right to immediately discontinue furnishing Services, when the Customer is using the Services or threatens to use the Services in violation of the provisions of the Agreement, including any applicable tariffs or in violation of the law.

2.4.3.

Unlawful or Unauthorized Use: Services may be discontinued by the Company, at any time and without notice to its Customers, by blocking traffic to or from certain countries, cities, NXX exchanges, or individual telephone stations, by blocking call origination for Company Services, or by blocking calls using certain customer authorization codes and/or access codes when the Company deems it necessary to take such action to prevent unlawful and/or unauthorized use of its Services. The Company also reserves the right to suspend, at any time and without notice to Customer, the origination of domestic and/or international traffic associated with any or all Services if the Company deems that such action is necessary to prevent any unlawful and/or unauthorized use of the Services as a result of the failure (whether in full or in part) of any systems, software and/or equipment, including, but not limited to fraud detection systems, that are utilized by Company to provide and/or support any Service.

2.4.4.

Customer Responsible for Charges: The Customer will be responsible for all charges incurred, including charges associated with the Customer's use of Services that may be owed to other carriers, including but not limited to any access charges the Company may incur as a result of Customer actions.

3.

WARRANTIES AND STANDARDS FOR SERVICES

3.1.

Company represents and warrants to Customer that it has the right to provide Customer the Service specified herein, and that it is an entity, duly organized, validly existing and in good standing under the laws of its origin, with all requisite power to enter into and perform its obligations under this Agreement in accordance with its terms.

Each party represents and warrants that each is an entity, duly organized, validly existing and in good standing under the laws of its origin, with all requisite power to enter into and perform its obligations under this Agreement in accordance with its terms.

Company represents and warrants to Customer that all Service rendered by it hereunder shall be designed, produced, installed, furnished and in all respects provided and maintained in conformance and compliance with applicable federal, state and local laws, administrative and regulatory requirements and any other authorities having jurisdiction over the subject matter of this Agreement and it shall be responsible for applying for, obtaining and maintaining all registrations and certifications which may be required by such authorities.

COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES, SYSTEM EQUIPMENT OR COMPANY-OWNED OR PROVIDED EQUIPMENT USED BY THE CUSTOMER, INCLUDING ANY EQUIPMENT WITH RESPECT TO WHICH TITLE MAY TRANSFER TO CUSTOMER (EXCEPT TO THE EXTENT SET FORTH IN A SEPARATE Auncor SALE TRANSFER DOCUMENT). THIS INCLUDES, BUT IS NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE OR EQUIPMENT FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF ANY THIRD PARTY RIGHTS. ADDITIONAL WARRANTY LIMITATIONS RELATED TO SPECIFIC PRODUCTS MAY BE FOUND ON THIS SITE.

3.2.

Limitation of Liability

3.2.1.

LIMITATION ON COMPANY'S LIABILITY FOR DIRECT DAMAGES: COMPANY SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM: (A) THE DELIVERY, INSTALLATION, MAINTENANCE, OPERATION, USE OR MISUSE OF AN ACCOUNT, THE EQUIPMENT OR SERVICE; (B) ANY ACT OR OMISSION OF CUSTOMER OR ITS END USERS, OR ANY OTHER ENTITY FURNISHING EQUIPMENT, PRODUCTS OR SERVICES TO CUSTOMER; OR (C) PERSONAL OR PROPERTY DAMAGES DUE TO THE LOSS OF STORED, TRANSMITTED OR RECORDED DATA RESULTING FROM THE SERVICE OF THE EQUIPMENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ONLY EXCEPTION SHALL BE TO THE EXTENT PROPERTY DAMAGE TO CUSTOMERS' PREMISES IS CAUSED DUE TO COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PROVIDED, HOWEVER, IN NO EVENT SHALL COMPANY'S LIABILITY FOR DIRECT DAMAGES BE GREATER THAN THE SUM TOTAL OF PAYMENTS MADE BY CUSTOMER TO COMPANY DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT FOR WHICH DAMAGES ARE CLAIMED. CUSTOMER AGREES THAT THE LIMITATIONS OF LIABILITIES SET FORTH IN THIS AGREEMENT ARE FAIR AND REASONABLE IN THE CIRCUMSTANCES OF THIS AGREEMENT.

3.2.2.

LIMITATION ON COMPANY'S OR CUSTOMER'S LIABILITY FOR INDIRECT OR CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHER CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE LOSS OF DATA, GOODWILL OR PROFITS, SAVINGS OR REVENUE, HARM TO BUSINESS, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY CAUSE WHATSOEVER. FOR PURPOSES OF THIS AGREEMENT, A PARTY'S OUT-OF-POCKET COSTS FOR DAMAGES OF THE KINDS SPECIFIED IN THE FIRST SENTENCE OF THIS SECTION 3.2.2 WHICH ARE RECOVERED FROM SUCH PARTY BY A THIRD PARTY SHALL BE DEEMED TO BE INDIRECT DAMAGES TO SUCH PARTY, EXCEPT TO THE EXTENT SUCH DAMAGES ARE PART OF CLAIMS FOR WHICH INDEMNIFICATION IS DUE UNDER SECTION 4 HEREIN.

3.2.3.

Limitation of Company's Liability for Service Interruptions: With respect to claims or suits by Customers or any others for damages relating to or arising out of acts or omissions under the Agreement, Company's liability for service interruptions, if any, shall be limited to credit allowances as expressly provided in the Agreement and applicable tariffs or as otherwise set forth in the Additional Terms.

3.2.4.

Limitation of Company's Liability for Installation Delay: The Company shall not be liable for any damages whatsoever resulting from delays in meeting Service delivery dates requested or specified by Customer, or inability to provide Service. Customer may not cancel the Agreement if there is a delay in installation related to the Services unless such delay is solely due to Company and such delay is longer than ninety (90) days beyond the parties agreed Service Commencement Date; provided however, in no event may Customer cancel if Company has agreed to construct or is constructing Communications Facilities to provide Service to Customer.

3.2.5.

Limitation of Company's Liability for Force Majeure Events: In no event shall Customer have any claim or right against Company for any failure of performance due to causes beyond its control, including but not limited to: acts of God, fire, explosion, vandalism, cable cut, storm, flood or other similar occurrences; any law, order regulation, direction, action or request of the United States Government, or of any other government, including state and local governments having or claiming jurisdiction over Company or of any department, agency, commission, bureau, corporation, or other instrumentality of any federal, state, or local government, or of any civil or military authority; national emergencies; unavailability of materials or rights-of-way; insurrections; riots, wars; or strikes, lock-outs, work stoppages, or other labor difficulties, supplier failures, shortages, breaches or delays.

3.2.6.

Limitation of Company's Liability for the Facilities of Others: The Company assumes no responsibility for the availability or performance of any systems or related facilities under the control of other entities, or for other facilities provided by other entities used for Service to the Customer, even if the Company has acted as the Customer's agent in arranging for such facilities or Services. Such facilities are provided subject to such degree of protection or non-preemptability as may be provided by the other entities. In addition to other limitations of liability set forth in the Agreement, the Company shall not be liable for any act or omission of any other company or companies furnishing a portion of the Service, or for damages associated with Service, circuits, or equipment that it does not furnish, or for damages which result from the operation of Customer-provided systems, equipment, facilities or services which are interconnected with Company Services.

3.2.7.

Limitation of Company's Liability for "On-Line" Services: Company "on-line" Services are provided on an "As Is" basis. Customer acknowledges and accepts that communications and transactions conducted on-line may not be absolutely secure, that there may be system failure that may limit Customer's accessibility to on-line Services and that on-line Services are not guaranteed to be error free. By enrolling for and using such on-line Services, Customer agrees to accept all responsibility and risk associated with the use of such on-line Service and the Internet generally.

3.2.8.

Limitation of Company's Liability for Customer's Failure to Fulfill its Obligations Under the Agreement: The Company shall not be liable for the Customer's failure to fulfill its obligations to take all necessary steps to permit the provision of Services by the Company to the Customer, including, without limitation:

3.2.8.1.

obtaining, installing and maintaining all necessary equipment, materials, and supplies, for interconnecting the terminal equipment or communications system of the Customer, or any third party acting as its agent, to the Company's network ;

3.2.8.2.

securing all licenses, permits, approvals, rights-of-way, access rights, including the buildings, and other arrangements necessary for such interconnection; and

3.2.8.3.

ensuring that Customer's equipment and/or system or that of its agent is properly interfaced with the Company's Service, that the signals emitted into the Company's network are of the proper mode, bandwidth, power, data speed, and signal level for the intended use of the Customer and in compliance with industry standards, and that such signals do not damage the Company's equipment or network or injure Company personnel or degrade service to other Customers.

3.2.9.

Limitation of Company's Liability for Misuse of Customer's Service: The Company shall not be liable at all for the use, misuse, or abuse of a Customer's Service or Customer's facilities by Customer, Customer's agents or employees, third parties including, without limitation, the members of the public. For example, the Company is not liable for any damages, including any damages for claims brought due to a Customer's violation of the Auncor Acceptable Use Policy or toll usage charges, the Customer may incur as a result of the unauthorized placement of calls (i) from the Customer's premises; (ii) through Customer-provided equipment that are transmitted or carried on the Company network; (iii) to Customer's Toll Free Prefixes in error, and (iv) otherwise using Customer's Services. The Company may work with Customer, if requested, to recommend possible solutions to reduce unauthorized use of the Services and Customer's facilities. The Company does not, however, warrant or guarantee that its recommendations will prevent unauthorized use, and the Customer is responsible for controlling access to, and use of, the Service and its own communications facilities.

3.2.10.

Limitation of Company Liability for Billing Errors: The liability of the Company for errors in billing that result in overpayment by the Customer shall be limited to a credit equal to the dollar amount erroneously billed. Furthermore, no errors shall change or diminish Customer's obligation to pay for Services rendered or used.

3.2.11.

Limitation of Company's Liability for Calls to PSAPs or to 911: The Company shall not incur any liability, direct or indirect with respect to the routing of calls by the Company to public safety answering points (PSAPs) or municipal emergency service providers or to any person who dials or attempts to dial the digits "9-1-1" or to any other person who may be affected by the dialing of the digits "9-1-1."

4.

INDEMNIFICATION

4.1.

Customer's Indemnification of Company: Customer and/or end user shall indemnify, defend and hold harmless Company and its parent company, affiliates, employees, directors, officers, and agents from and against all claims, demands, actions, causes of actions, damages, liabilities, losses, and expenses (including reasonable attorney's fees) incurred as a result of:

4.1.1.

Claims for libel, slander, infringement of copyright or unauthorized use of trademark, trade name or service mark arising out of use of the Service, including any violation of the Agreement or related acts or omissions by Customer, its end users, or other users of its account, or the placement or transmission of any message, information, software or other materials on the Internet by Customer or end users of Customer's account;

4.1.2.

Claims for patent infringement arising from combining or connection of Customer or third party materials and/or facilities to use Company's network ;

4.1.3.

Claims for damage to property and/or personal injuries (including death) arising out of the gross negligence or willful act or omission of Customer and/or end user ; and

4.1.4.

Claims related to any Customer representations herein regarding Customer's traffic and Customer's use of Services, including but not limited to those set forth in Sections 5 .8 and 6.1.

4.2.

Company's Indemnification of Customer: Company shall indemnify, defend and hold harmless the Customer and its parent company, affiliates, employees, directors, officers, and agents from and against all claims, demands, actions, causes of actions, damages, liabilities, losses, and expenses (including reasonable attorney's fees) incurred as a result of:

4.2.1.

Claims for patent or copyright infringement relating to the Company's equipment or Company's software used by Company to provide the Services hereunder; and

4.2.2.

Claims for damages to property and/or personal injuries (including death) arising out of the gross negligence or willful act or omission of Company.

4.3.

These indemnifications shall survive the termination of the Agreement .

5.

CUSTOMER'S OBLIGATIONS

5.1.

Initiation of Customer's Obligations: The execution of the Agreement by the Customer and acceptance thereof by the Company initiates the respective obligations of the parties. If the Customer uses the Services, but does not execute an SOA, the Customer is deemed to have consented to the terms of the SOA, including the incorporation of these General Terms and Conditions and any applicable Product Ts and Cs.

5.2.

Use and Maintenance of Customer-Provided Equipment: If the Customer or its agent fails to maintain and operate its equipment and/or system or that of its agent properly, with resulting imminent harm to Company equipment, network, personnel, or the quality of service to other Customers, the Company may, upon notice, require the use of protective equipment at the Customer's expense. If this fails to produce satisfactory quality and safety, the Company may, upon written notice, suspend or terminate the Customer's Service without liability or obligation.

5.3.

Prohibition on Customer's Use of Company Service Marks & Trademarks: A Customer shall not: (a) use any service mark or trademark either of the Company or any of its affiliated companies or of which the Company or any of its affiliated companies is a licensee, or (b) refer to the Company or any of its affiliated companies in connection with any Service, product, equipment offering, promotion, or publication of the Customer, without the prior written consent of the Company.

5.4.

Customer's Agreement to Use of Electronic Records: Customer agrees and consents to the use of electronic records by the Company. Customer may request hard copies of part or all of the Additional Terms at any time by calling [1-612-238-3554].

5.5.

Notice of Claims: Customer shall immediately notify Company of any notices that are served on Customer that might adversely affect Company, including but not limited to notices of any claims or proceedings that involve the Services.

5.6.

Notice of Problems: Customer shall promptly notify Company of any errors, "bugs" or problems with the Services of which Customer becomes aware.

5.7.

Customer's Request for Additional Services: Should additional service(s) be requested by Customer subsequent to execution of the Agreement, Customer and Company agree to execute an additional agreement for such service(s). Customer agrees that additional Services are offered under and pursuant to the terms, conditions and limitations as set forth in any applicable tariff(s) and such additional agreement(s).

5.8.

Cooperation: Customer agrees that, if another carrier and/or regulatory agency determines it is necessary to audit the traffic which is the subject of the Agreement, Customer will cooperate in any such investigation. In addition, to the extent any third party attempts to recover access charges from Company as a result of such audit/investigation, Customer agrees that it will indemnify and hold harmless Company for any and all costs and charges resulting from such third party actions. This does not prohibit Customer from challenging charges assessed by the third party or the classification of its traffic being subject to access charges.

5.9.

Customer's Compliance with FCC Registration Requirement: Customer warrants and represents that if it is required by FCC rules or regulations to file FCC Form 499-A, it had on file with the FCC a valid, accurate and up-to-date FCC Form 499-A prior to the Service Commencement Date.

6.

REGULATORY AND LEGAL COMPLIANCE

6.1.

The rates set forth in this Agreement are subject to the imposition of new regulation, modification of existing regulation, new interpretation, application or enforcement of, or exercise of authority related to, any regulation or finding of any federal, state, and/or local regulatory agency, legislative body, or court of competent jurisdiction, including, without limitation, the imposition of any charges, surcharges, and/or taxes in reliance or as a result of the same (collectively, “Regulatory Activity”). Auncor reserves the right, at any time, (i) to pass through to Customer all, or a portion of, any charges, surcharges, or taxes directly or indirectly related to such Regulatory Activity; and/or (ii) modify the rates and/or other terms and conditions of this Agreement to reflect the impact of such Regulatory Activity, including, without limitation, the impact of any actions by third parties in connection with such Regulatory Activity.

6.2.

Customer represents and warrants that all traffic being delivered by Customer or its End Users or agents to Auncor for local termination, and all traffic that Auncor delivers to Customer or its End Users or agents that has originated in the same local calling area in which Customer’s NPA-NXX is assigned and/or in which such traffic is terminated to Customer or its End Users or agents, is local traffic or is legally entitled to be treated as local traffic under all applicable federal, state and local laws, administrative and regulatory requirements and any other authorities having jurisdiction over such traffic. Customer understands that Auncor will rely upon such representation to assign local telephone numbers to Customer and/or route Customer’s traffic for termination as local calling. Customer represents and warrants that Customer has paid, or shall promptly pay to Auncor all switched access and other charges associated with any of Customer’s traffic that is delivered pursuant to this Agreement. Customer also represents and warrants that neither it nor any of its end users or agents will remove or in any way alter Automatic Number Identification (“ANI”) or Calling Party Number (“CPN”) information associated with any traffic delivered pursuant to this Agreement. Customer agrees to cooperate with Auncor to obtain or verify any necessary regulatory certification or other information regarding the nature of its traffic and/or use of facilities.

6.3.

Customer shall promptly pay to Auncor all access charges, reciprocal compensation, and/or any other charges, surcharges and/or taxes billed to Auncor by a third party, or remitted by Auncor to a third party, that are associated with any of Customer’s traffic delivered or facilities utilized pursuant to this Agreement, including but not limited to any retroactive charges, (collectively, “Additional Charges”) and that are not already reflected in the rates charged by Auncor for the Services rendered pursuant to this Agreement. Although Auncor shall not have any obligation to challenge any Additional Charges levied by a third party, if Auncor successfully challenges imposition of any Additional Charges by a third party, it will refund to Customer any Additional Charges previously paid by Customer to Auncor that were subject to such successful challenge. Within two (2) billing cycles of any such rate increase reflecting Additional Charges, Customer, upon giving written notice to Auncor, may elect to transition any Services affected by such rate increase to another carrier over a period of time not to exceed sixty (60) days. Notwithstanding any other provision of this Agreement, if, within the designated two (2) billing cycle period, Customer does not provide written notice to Auncor of its election to transition the affected Services to another carrier, Customer shall be deemed to have waived its right to such election. Even if Customer elects to transition the affected Services to another carrier, Customer shall still be responsible for paying any and all Additional Charges billed to or remitted by Auncor up to and including the final transition date. The parties agree to cooperate on the scheduling of any such transition.

6.4.

Customer agrees that, if Auncor is subjected to a third party audit relating to Customer’s traffic or use of facilities which is the subject of this Agreement, Customer will cooperate and assist in any such audit. Customer further agrees that it will protect, defend, indemnify and hold harmless Auncor, its subsidiaries, affiliates, officers, directors and employees from any and all costs resulting from or related to such third party action.

6.5.

Customer expressly agrees, represents and warrants that it will not use the Services to originate or terminate voice calls in a manner that bypasses switched access or other applicable charges. Customer understands and agrees that this covenant and the provisions set out above in this Section 6 (collectively, “Restrictions”) are material and essential parts of this Agreement and that Customer’s breach of any of the Restrictions constitutes a material default of this Agreement. Auncor reserves the right to terminate this Agreement and/or the Services provided hereunder for cause immediately upon written notice to Customer if Auncor determines in its sole discretion that Customer is using or plans to use the Services in a manner inconsistent with any of the Restrictions. Without limiting any other provision of this Agreement, Customer further agrees (i) to indemnify, defend and hold harmless Auncor and its Affiliates and all of their employees, directors, officers, and agents from and against all claims, demands, actions, causes of actions, damages, liabilities, losses, and expenses (including reasonable attorney’s fees) incurred as a result of Customer’s breach of this covenant; and (ii) notwithstanding any other provision of this Agreement, damages for breach of this covenant shall not be capped or limited in any way. Auncor may audit customer’s traffic to ensure that Customer is complying with this Section 6.

7.

BILLING AND PAYMENT ARRANGEMENTS

7.1.

Customer Is Responsible For Payment of All Charges, Including Customer Service Misuse: Customer shall pay Company for Services pursuant to the Agreement, including the recurring, non-recurring rates and charges and the usage charges set forth in the Order. An Order shall delineate the type of Service, quantity of product, locations(s) serviced, order term and other information necessary for Company to provide Service to the Customer. The Customer is responsible for payment of all charges for Service furnished to the Customer. This responsibility is not changed by virtue of any use, misuse, or abuse of the Service or Customer provided systems, equipment, facilities, or Services interconnected to the Service, which use, misuse, or abuse may be occasioned by third parties, including, without limitation, the Customer's employees or other members of the public. For example, the Customer agrees to pay the Company for all charges billed as a result of any use of the Customer's authorization code(s), whether such use is by Customer or by a third party in connection with a lost, stolen or misappropriated authorization code, or otherwise. It is the Customer's responsibility to inform the Company that an authorization code(s) has been stolen or lost.

7.1.1

Rates and Fees: The rates and fees for Services shall be set forth in the applicable SOA and shall be valid for the Initial Term and any renewal term unless otherwise agreed; provided however, all rates for international Services are subject to change on five (5) days notice from Company (with new rates automatically effective on the 6th day from the date of such notice). Customer acknowledges international long distance wireless terminations are billed at higher rates, as further set forth in the Product Ts and Cs. If no rates are set forth all rates shall be Company's then current standard rates.

7.2.

Billing Begins on Service Commencement Date: Regular billing for the Services will begin on the Service Commencement Date. Thereafter, invoices will be for the specified period of Service (monthly) and are due upon receipt. Receipt shall be presumed within three (3) days after mailing. Monthly Recurring Charges are billed in advance while Usage Charges are billed in arrears. When Service is initiated on other than the first day of the month or terminates on other than the last day of the month, the charge for that month shall be determined by prorating the monthly payment by the number of days during which Service was provided.

7.3.

Billing Terminates at End of Service Date: For the purpose of billing, billing terminates at the End of Service Date.

7.4.

Non-recurring Charges: Non-recurring charges are payable upon the Service Commencement Date or as otherwise billed by the Company.

7.5.

Recurring Charges: Recurring charges which are fixed in amount and not dependent on usage are billed in advance.

7.6.

Usage Charges: Usage and related charges will be billed by the Company in arrears.

7.7.

Other Fees Not Included in Service Prices

7.7.1.

Surcharges and Other Service Related Fees

7.7.1.1.

Federal Universal Service Fund Surcharge: All Company invoiced interstate and international charges are subject to a monthly Universal Service Surcharge. This surcharge is not eligible for any discounts or promotions and cannot be waived. Effective July 1, 2004, the Universal Service Surcharge is 8.9% of the Customer's total net interstate and international charges, after application of all applicable discounts and credits with respect to charges billed. This surcharge will change on a quarterly basis in accordance with data released by the FCC.

7.7.1.2.

Long Distance Access Charge: In addition to all other charges and taxes, a monthly Long Distance Access Charge ("LDAC") will be assessed on a per-line basis against all interstate long distance toll Customers. The LDAC is authorized by the FCC to help long distance carriers recover the costs associated with providing service, specifically charges assessed by the Local Exchange Company. This charge will be assessed as follows:

Business Line or Trunk:

$4.31

Centrex Line:

$.48

ISDN BRI- Per Facility:

$2.59

ISDN PRI- Per Facility:

$21.55

Switched T1:

$103.44

7.7.1.3.

Other Service Related Fees: The Company imposes a monthly surcharge in order to recover expenses that the Company incurs with regard to the national fund for Telecommunications Relay Services, national number portability, and FCC licensing fees.

7.7.1.4.

Taxes: The rates and fees for Services do not include any applicable taxes, fees, tax related surcharges, and tax-like surcharges, including but not limited to the Subscriber Line Charge and LDAC. Customer shall be responsible for and shall pay any taxes, arising in any jurisdiction, including without limitation, sales, use, excise, gross receipts, value added, access, bypass, franchise, telecommunications, consumption, or other taxes, fees, duties, charges or surcharges; however, designated, imposed on or based on the provision, sale or use of the Services, including taxes imposed directly on Company. In the event Customer believes either it or the Services are exempt from any tax, Customer will provide Company with a properly executed exemption certificate evidencing such claimed exemption. In no case shall Customer be responsible for any income taxes levied upon Company's or any underlying carrier's net income. Customer agrees that its obligation to pay taxes under this Section shall survive the expiration or earlier termination of the Agreement.

7.7.2.

Set-up, Installation and Disconnect Fees: Customer agrees to pay the applicable set-up, installation and disconnect fees. Installation and disconnect fees are non-refundable Prices for Services contemplate installations made in normal locations and under normal working conditions. Any installations to be made under other circumstances are subject to additional charges.

7.7.3.

Charges Imposed By Another Carrier or Supplier: If an entity other than the Company (e.g. another carrier or supplier) imposes charges on the Company associated with the provision of Services to the Customer, these charges will be passed onto the Customer.

7.7.4.

Local Telephone Company Billing Option Fee: The Company will assess a fee if the Customer elects to receive the Company's charges within the Customer's local telephone bill (where the Company is not the Customer's local telephone provider), instead of receiving a bill for the Company's charges directly from the Company. The Customer will be charged a rate equal to the rate charged by the Customer's local exchange carrier to the Company. The Company reserves the right to adjust such charges to reflect any rate changes instituted by the applicable local exchange carrier. Customers who select the Company as their local exchange carrier will be billed pursuant to applicable Company tariffs.

7.8.

Additional Payment Required for Additional Services: Customer agrees that any additional Services requested, whether verbally or in writing, or used (including but not limited to an upgrade or relocation of Customer's circuit) will incur additional fees and charges, and Customer agrees to pay these fees and charges when invoiced.

7.9.

Interest Owed on Past Due Amounts: Invoices not paid in full within thirty (30) days after the receipt of invoice, unless otherwise specified on the invoice, will be past due and subject to a 1.5% per month interest fee or the maximum rate permitted by law, whichever is less, on all past-due balances.

7.10.

Credit Balance in Closed Accounts: If a Customer whose account for Services has been closed has a credit balance showing, the Company will transfer the credit to another account of the Customer, if there is one, or will mail a check for the balance to the Customer if Company believes it has a valid and current address. If the Company is not certain that it has a valid and current address, it will include a notice with the final invoice, which will be mailed to the Customer's last known address, asking the Customer to verify the address so that it can make a refund, or it will write to the Customer at that address and request verification. Such verification can be made by calling a designated telephone number or by writing to a specified address. Upon receiving verification, a check for the balance will be mailed. If the final invoice or the notification letter is returned by the post office as undeliverable, or if no response is received within thirty (30) days of mailing, the Company at its option may begin applying a closed account maintenance charge of $2.50 per month in the second monthly billing period following the month in which the account was closed, and will continue to apply that charge until the Customer requests a refund in writing or the balance is exhausted.

7.11.

Customer Responsible for Collection Costs: Customer agrees to reimburse Company for any costs incurred as a result of any collection activity, including but not limited to reasonable attorneys' fees, unless otherwise prohibited by law.

7.12.

Billing Modification Due to De Minimus Amounts Owing: The Company's invoices are due upon receipt, as otherwise noted in the Agreement, unless the Company indicates: (1) on the invoice some portion of or all of the charges on the invoice are not due until the balance reaches a specified amount because of the de minimus amount due; or (2) the Company temporarily suspends the billing process because of the de minimus amount due until the amount due from the Customer reaches a level, which, at the Company's sole discretion, is deemed large enough to justify re-initiating the billing process; or (3) or the Company modifies the billing process for Customer, in its sole discretion, because of the de minimus amount due, and invoices Customer every other month rather than monthly unless a Customer invoiced in such a manner requests monthly billing.

8.

AGREEMENT TERM, TERM RENEWAL AND TERMINATION/DEFAULT

8.1.

Termination by Either Party and Renewal: The initial Service term shall be as set forth on the Order (as specified, the "Initial Term" or "Term" of such Order) and shall begin on the Service Commencement Date. If no Initial Term is set forth, the term of such Order shall be one (1) year. If neither the Customer nor Company cancels the Agreement before the end of the Term, the Agreement will automatically renew for a similar term and at the rates specified in the Agreement (unless otherwise stated in the notice) and pursuant to the terms of the Agreement, including any applicable tariffs. Unless Company has already provided notice of its intent to terminate the Order, Company will notify Customer in writing at least sixty (60) days prior to the expiration of the Agreement, regarding the pending expiration of the Agreement and the automatic renewal of the Agreement if no action is taken prior to expiration. If Customer notifies Company of its decision to cancel the Agreement within the notice period, actual termination of Service may not occur until thirty (30) days after receipt of Customer's notification. If Customer chooses to take Service for a minimum term or minimum commitment and Customer cancels Service before the end of the Term or prior to the retirement of the minimum commitment or Service is terminated by Company for cause, actual termination of Service may not occur until thirty (30) days after receipt notice and Customer shall be subject to various early termination charges for the Agreement, or for any commitment shortfall, as set forth therein. If the term of the Agreement is month-to-month, the Agreement may be terminated by either party providing the other with written notice of termination at least thirty (30) days prior to the termination date.

8.2.

Customer Default/Termination After Service Commencement Date: Except as otherwise required by law or applicable regulation, if, after the Service Commencement Date, Customer: (a) fails to pay any amount required under any Agreement with Auncor when due and such failure continues for ten (10) days after written notice to Customer that the same is due and payable; (b) fails to comply with any other material provision of the Agreement and such noncompliance continues for thirty (30) days after written notice to Customer thereof; or (c) Customer cancels or terminates Service, including any part of an integrated Service offering (except for cancellation of international Service in accordance with the Product Ts and Cs) at any time before completion of the Initial Term or any renewal Term, then Company may elect to pursue one or more of the following courses of action, as applicable: (i) terminate, in whole or in part, any or all of Customer's Service(s) ordered hereunder, whereupon all charges for the remaining Term are immediately due and payable for the terminated Service(s), and Customer shall pay an early termination charge that shall be equal to seventy-five percent (75%) of Customer's average monthly usage (for long distance and local voice services usage, as applicable) for the three (3) months prior to the termination month (or such lesser period if fewer than three (3) months of Service were utilized), times the number of months remaining in the Term of the Agreement (provided, however, that in the event Customer has made an annual or other revenue commitment, the shortfall of that commitment over the remaining Term shall be the measure of the early termination charge); (ii) take immediate appropriate action to enforce payment, including suspension or discontinuance, in whole or in part, of all or any part of the Services ordered, and/or (iii) pursue any other remedies as may be provided at law or in equity.

8.3.

Customer Default/Termination Before Service Commencement Date: In addition to any other rights and remedies that Company may have, including those set forth in the Agreement, Customer agrees that if Customer cancels, terminates or breaches the Agreement after execution of the Agreement but prior to the Service Commencement Date, except as termination is otherwise specifically permitted in the Agreement, Customer shall pay Company an early termination charge of two (2) months of the anticipated monthly recurring charges or commitment level, along with all nonrecurring charges.

8.4.

Construction or Acquisition of Communications Facilities: In the event Company is required to construct and/or acquire telecommunications facilities in order to provide Service to Customer, Customer acknowledges and agrees that Company will incur significant costs in provisioning Service to Customer, including costs associated with constructing and/or acquiring the communications facilities necessary for delivery of Service to Customer. In addition to any other rights and remedies Company may have, Customer agrees that if Customer cancels, terminates or breaches the Agreement after execution but prior to the Service Commencement Date, Customer will be required to reimburse Company for all costs Company incurs in constructing and/or acquiring such communications facilities. Customer further agrees that if Company constructs or is constructing communication facilities in order to provide Services to Customer or Customer receives any ICB transaction (non-standard pricing, terms or products), Customer shall not be eligible for the Company Satisfaction Guarantee or any other early termination waiver programs or promotions.

8.5.

Installation and Installation Delays: Company will notify Customer that the Services are installed or connected and available for use. The date of such notice shall be the Service Commencement Date. Billing will begin on the Service Commencement Date. The parties may mutually agree in writing upon a substitute Service Commencement Date. If Customer notifies Company in writing that it is not prepared to utilize the Services or facility immediately after Company has notified the Customer that the requested Service is ready for use, Company may nonetheless begin billing the Customer on the Service Commencement Date. Company may bill Customer for any costs Company has incurred in provisioning the Services. Customer agrees to cooperate with Company to accomplish Service activation by providing reasonably access to Customer's premises and facilitating testing and Service delivery requirements and Customer agrees Company shall have reasonable access to Customer's premises to repair, maintain, or retrieve Company's equipment throughout the term of the Agreement. Customer may not cancel the SOA if there is a delay in installation related to the Services unless such delay is solely due to Company and such delay is longer than ninety (90) days beyond the parties agreed Service Commencement Date; provided however, in no event may Customer cancel such Order if Company has agreed to construct or is constructing communications facilities to provide service to Customer.

8.6.

Termination Not an Exclusive Remedy: Any action outlined herein by Company shall not be construed as an exclusive remedy and shall not waive Company 's right to pursue any other rights and remedies. It is agreed that Company's damages in the event of Service cancellation or termination shall be difficult or impossible to ascertain. The early termination charges are intended, therefore, to establish liquidated damages and are not intended as a penalty.

9.

CUSTOMER CREDIT HISTORY, SECURITY DEPOSITS AND OTHER FORMS OF PAYMENT ASSURANCE

9.1.

Company May Seek Customer Credit History: Customer authorizes Company to request information from a reporting agency to enable Company to assess Customer's credit history and agrees that such action is not the extension of "credit" to Customer, and that Company may alter any Service or billing arrangements as a result, upon notice to Customer.

9.2.

Applicants or Customers May be Required to Provide a Deposit or other Assurances of Payment: : Applicants for Service or existing Customers whose financial condition is not acceptable to the Company, or is not a matter of general knowledge, may be required at any time to provide the Company a deposit, bond or other financial assurances as a condition of initial service or continued service. The deposit requested may be in cash or the equivalent of cash, up to an amount equal to the applicable installation charges, if any, and/or up to three (3) month's actual or estimated monthly recurring charges and usage charges for Service to be provided. The Company may also request a deposit, bond or financial assurances relating to potential charges assessed by third parties, should Company deem such assurance necessary or advisable. Any applicant or Customer may also be required, at any time, whether before or after the commencement of Service, to provide such other assurances of, or security for, the payment of the Company's charges for Services to be provided as the Company deems necessary including, without limitation, advance payments for Service, third party guarantees of payment, pledges, or other grants of security interest in the Customer's assets, and similar arrangements. The required deposit, bond or other financial assurances may be increased or decreased by the Company as it deems appropriate in light of changing conditions and Customer's usage pattern. In addition, the Company shall be entitled to require such an applicant or Customer to pay all its bills within a specified period of time, and to make such payments in cash or the equivalent of cash. Simple interest at the rate of three percent (3%) annually will be paid for the period during which the deposit is held by the Company, unless a different rate has been established by the appropriate legal authority in the jurisdiction in which the Company Service in question is provided or such lesser amount as is required by law. At the Company's option, such deposit may be refunded to the Customer's account at any time. The Company also reserves the right to cease accepting and processing service orders and/or suspend or terminate Service after it has requested a security deposit or other assurance of payment and prior to the Customer's compliance with this request.

9.3.

Disconnection for Non-payment: If the Company disconnects a Customer's Service for non-payment of past due amounts, the Customer's Service will remain disconnected until such time as the Company receives payment for all past due amounts, including interest, and confirms the availability of sufficient funds to satisfy the amount of payment.

10.

BILLING DISPUTES

10.1.

Customer Must Dispute Bills Within Thirty (30) Days of Invoice: In the event Customer disputes any billing by Company, Customer shall notify Company in writing within the payment period specified above (providing the billing identification, Circuit number, any trouble ticket number and an explanation for the dispute), and shall nevertheless pay the affected invoice within the payment period specified above, provided that Customer may withhold payment of the disputed amount up to twenty percent (20%) of the invoice. Company will investigate the dispute and attempt to resolve the billing issues within fifteen (15) days. No charges may be disputed more than one hundred twenty (120) days after the date such charges are invoiced and if not disputed within that time, such charges shall be deemed undisputed by Customer. Payment shall not prejudice Customer's right to dispute charges, so long as they are disputed in the manner and within the time specified in this Section. The parties will cooperate in good faith to resolve any such disputes within a thirty (30) day period after the dispute is submitted to Company. If the dispute is not resolved during this period, then either party may seek alternative dispute resolution in accordance with the Dispute Resolution process set forth herein. If a disputed amount is determined to be a legitimate charge, interest, not to exceed 1.5% monthly may be charged on the unpaid balance, not paid within thirty (30) days after the original invoice date. If this interest rate exceeds the maximum rate allowable by law, then the interest chargeable shall be equal to the maximum rate allowed by law.

10.2.

The Date of the Dispute: The date of the dispute shall be the date Company receives sufficient documentation to enable it to investigate the dispute.

10.3.

The Date of Dispute Resolution: The date of the resolution is the date Company completes its investigation and notifies Customer of the disposition of the dispute.

11.

DISPUTE RESOLUTION PROCESS

11.1.

Dispute Resolution Process: Except for (i) action seeking a temporary restraining order or injunction, (ii)a suit to compel compliance with this dispute resolution process, (iii) disputes relating to the lawfulness of rates, terms, conditions or practices concerning Services that are subject to the Communications Act of 1934, as amended, or the rules and regulations of the FCC, a state public utility commission or other administrative agency, (iv) Customer non-compliance with publicity provisions, or (v) billing or payment disputes or collections matters, all of which may be litigated (or brought before the applicable agency in the case of subsection (iii)) at the election of Company, the parties agree to use the dispute resolution procedures set forth in this Section with respect to any controversy or claim arising out of or relating to the Agreement or its breach.

11.2

Upon ten (10) days written notice, either party may submit disputes to binding arbitration by a single arbitrator with a professional arbitration service selected by the parties. If the parties do not otherwise agree on an arbitration service, such services, shall be provided pursuant to the American Arbitration Association (“AAA”) Commercial Arbitration Rules and Mediation Procedures. The costs of arbitration, including the fees and expenses of the arbitrator, shall be paid equally by the parties. Each party shall bear the cost of preparing and presenting its case. The parties agree that Fairfax County, Virginia shall be the location for the arbitration hearing.

11.3

The parties agree that this Section 11 and the arbitrator's authority to grant relief shall be subject to the Federal Arbitration Act, 9 U.S.C. §§ 1-16, et seq. ("FAA"), the provisions of this Agreement, and the AAA Code of Ethics for Arbitrators in Commercial Disputes. The parties agree that the arbitrator shall have no power or authority to make any award that provides for punitive or exemplary damages or damages otherwise limited or excluded in this Agreement. The arbitrator's decision shall be final and binding. The award may be confirmed and enforced in any court of competent jurisdiction. All post-award proceedings shall be governed by the FAA.

12.

CANCELLATION FOR CAUSE BY THE COMPANY

12.1.

Company's General Right To Discontinue Service(s): The Company may discontinue the furnishing of any and/or all Service(s) to a Customer, without incurring any liability, immediately and without notice if the Company deems, in its sole discretion, that such action is necessary to prevent or to protect against fraud, tricks, tampering, schemes, false or invalid numbers, false credit devices, electronic devices, or any other fraudulent means or devices or to otherwise protect its personnel, agents, facilities or services or to protect against actual or potential adverse financial effect.

12.2.

Customer's Refusal to Furnish Information: The Company may discontinue the furnishing of any and/or all Service(s) to a Customer, without incurring any liability, immediately and without notice if Customer refuses to furnish information to the Company regarding the Customer's creditworthiness, its past or current use of Company's communications Services, the jurisdictional nature or characteristics of the Services or its planned use of Service(s).

12.3.

Customer Provided False Information: The Company may discontinue the furnishing of any and/or all Service(s) to a Customer, without incurring any liability, immediately and without notice if Customer provided false information to the Company regarding the Customer's identity, address, creditworthiness, past or current use of Company's communications Services, jurisdictional nature or characteristics of the Services or its planned use of Service(s).

12.4.

Customer Refuses to Provide Payment Security: The Company may discontinue the furnishing of any and/or all Service(s) to a Customer, without incurring any liability, immediately and without notice if Customer states that it will not comply with a request by the Company for security for the payment for Service(s) or will not pay any amounts owing.

12.5.

No Use of Service: The Company may discontinue the furnishing of any and/or all Service(s) to a Customer, without incurring any liability, immediately pursuant to this Section: (i) without notice, if the Customer's account has shown no usage for six (6) consecutive months; (ii) without notice, if a Customer who accesses the Service by use of an authorization code has not used the Service (with the exception of calls to Directory Assistance) for ninety (90) days; or (iii) upon written notice to the Customer's billing address or notice to the Customer who is a subscriber to the Company's Calling Card Service who has not used the Service (with the exception of calls to Directory Assistance) for one-hundred eighty (180) days.

12.6.

Customer Insolvency: The Company may discontinue the furnishing of any and/or all Service(s) to a Customer, without incurring any liability, immediately and without notice if Customer becomes insolvent, assigns for the benefit of creditors, files for bankruptcy or reorganization, fails to discharge an involuntary petition within the time permitted by law, or abandons Service.

12.7.

Condemnation of Facilities: Upon notice, Company may discontinue or suspend Service to Customer upon condemnation of any material portion of the facilities used by Company to provide Service to Customer or if a casualty renders all or any material portion of such facilities inoperable beyond feasible repair.

12.8.

Customer Obligated to Pay: The discontinuance of Service(s) by the Company pursuant to this Section does not relieve the Customer of any obligation to pay the Company for charges past or now due and owing for Service(s) furnished up to the time of discontinuance. In the event the Company cancels the Customer's Service for cause, and the Customer is committed to a term or other plan for which charges apply, the Customer will be obligated to pay as though it had terminated Service early for its own convenience.

13.

TELECOMMUNICATIONS SERVICE PRIORITY PROVISIONING AND RESTORATION OF SERVICE

13.1.

Telecommunications Service Priority Provisioning and Restoration of Service: The provisioning and restoration of voice service in emergencies shall be in accordance with Part 64, Subpart D, Appendix A of the Federal Communications Commission's Rules and Regulations which specifies the prioritization for such activities, unless otherwise superceded by state law.

14.

INSPECTION, TESTING AND ADJUSTING

14.1.

Inspection: The Company may, upon reasonable notice, make such tests and inspections, as may be necessary to determine that the requirements of the Agreement, including applicable tariffs, are being complied with in the installation, operation, or maintenance of the Customer's Service. The Company may interrupt the type Service at any time, without penalty to the Company, because of departure from any of these requirements. No credit will be allowed for any interruptions occurring during such inspections.

14.2.

Testing and Adjusting: Upon reasonable notice, the Service provided by the Company shall be made available to the Company for such tests and adjustments as the Company deems necessary to maintain the Service in satisfactory condition.

15.

COMPANY EQUIPMENT FURNISHED TO CUSTOMER

15.1.

Company Equipment: The Company shall use reasonable efforts to maintain facilities that it furnishes to the Customer. The Customer may not, nor may the Customer permit others to, rearrange, disconnect, remove, attempt to repair or otherwise interfere with any of the facilities installed by the Company, except upon written consent of the Company.

15.2.

Company Equipment Shall Remain Its Property: Company's telecommunications equipment shall remain the sole and exclusive property of Company or its assignee, and nothing contained herein shall give or convey to Customer any right, title or interest whatsoever in such telecommunications equipment, which shall at all times be and remain personal property notwithstanding that it may be or become attached to or embedded in realty. Company shall prominently affix identifying plates, tags or labels on such telecommunications equipment showing Company's ownership thereof. Customer shall not tamper with, remove or conceal such identifying plates, tags or labels. Customer agrees to grant Company any and all access sought or requested to Company's equipment or Customer's premises at any time and Company shall have the right to freely remove or replace its equipment at any time.

15.3.

Customer's Use of Company- Provided Equipment: The Customer agrees to operate the Company-provided equipment in accordance with the instructions of the Company or an agent of the Company.

15.4.

Customer’s Return of Company-Provided Equipment: The Customer agrees immediately upon termination of the Service for any reason, and in any case not later than thirty (30) days following termination of the Service for any reason, to return to the Company all Company-provided equipment. Said equipment shall be in the same condition as when delivered to Customer, normal wear and tear excepted. In the event Customer fails to return such equipment to Company, Customer agrees it shall reimburse Company, upon demand, for the replacement cost of such equipment as well as any costs incurred by the Company due to Customer’s failure to comply with this provision.

15.5.

Costs Incurred at Customer's Premises: The Customer is responsible for all costs, which may include the expenses of Customer personnel, electrical power, etc. incurred at the Customer's premises in the provision of the Service.

16.

SYSTEMS SECURITY

16.1.

Customer's Use of Company's Systems: Where Customers are permitted access to the Company's computer systems and data for the purpose of managing and maintaining their Services, they will comply with the following:

16.1.1.

Customers may access the Company's systems only to the extent required to administer and manage the Customer's systems. Access to information beyond that authorized may result in civil and/or criminal penalties.

16.1.2.

Customers may not disclose or use information which may be learned as a consequence of access to Company systems except as may be directly required to ensure the proper operations of the Customer's systems. Customers must take all reasonable precautions to prevent any other person or entity that does not have a need to know from acquiring such information.

16.1.3.

Customers shall not in any manner or form disclose, provide, or otherwise make available, in whole or in part, Company documentation, any related material or any other confidential material except to those who have a need to know incident to the use of Services. All documentation shall remain the property of the Company and may not be copied, reproduced, or otherwise disseminated without the prior written permission of the Company.

16.1.4.

Customers shall take all responsible precautions to maintain the confidentiality of all Company documents. Such precautions shall include the use of Personal Identification Numbers (PINs) and passwords selected by and known only to the Customer's individual authorized users. Company telephone numbers and dial-up access number(s) assigned to Customers by the Company, PINs, or any aspect of access and sign-on methodology shall not be posted or shared with others under any circumstances. Customers shall follow normal logoff procedures prior to leaving a terminal unattended. Customers should report any known or suspected attempt by others to gain unauthorized access.

16.2.

Security Access Devices: : In the event that a security access device assigned to a Customer for dial-up access is lost, stolen, or misplaced, the Customer must notify the Company immediately.

16.3.

Security of Passwords and Authorization Codes: Certain service offerings by Company may require the use of passwords for access. For these Services, a user ID and password will be selected for each user. Customer agrees that the security of all user ID and password information is extremely important, that it is necessary to access these systems, should be kept strictly confidential and that its accidental or unauthorized disclosure may have serious consequences. By enrolling for and using these Services, Customer accepts sole responsibility for the security of this information. Company shall have no liability for the consequences of Customer's failure to maintain the security of its user information, or the risks associated with using these Services.

16.4.

Security of Web Hosting User IDs: In addition to the section entitled "Security of Passwords and Authorization Codes" above, Customer is responsible for the use of all user IDs associated with Customer's Web Hosting account, whether used under any name or by any person, and for ensuring full compliance with the Agreement by all users of Customer's user IDs or account. Customer is responsible for maintaining the confidentiality of Customer passwords. In the event of a breach of security through Customer's account, Customer will be liable for any unauthorized use of the Web Basics hosting service until Customer notifies Company's customer service department.

17.

ALLOWANCE FOR INTERRUPTIONS

17.1.

Credit for Interruptions: Except as otherwise provided in applicable tariffs or service level agreements, in which event such tariffs or service level agreements shall control, when the use of Service or facilities furnished by the Company is interrupted due to any cause other than the negligence or willful act of the Customer, or the operation or failure of the facilities or equipment provided by the Customer, and except as otherwise provided in the Agreement or applicable tariffs, upon notice by the Customer, a pro rata adjustment of the monthly Recurring Charges subject to interruption will be allowed for the Service and facilities rendered useless and inoperative by reason of the interruption whenever said interruption continues for a period of one (1) hour or more from the time the interruption is reported to or known to exist by the Company. If the Customer reports a Service or facility to be inoperative but declines to release it for testing and repair, it is considered to be impaired, but not interrupted.

17.2.

Application of Credit Allowances: For calculating credit allowances, every month is considered to have thirty (30) days. A credit allowance is applied on a pro rata basis against the monthly Recurring Charges specified in the Agreement and is dependent upon the length of the interruption. Only those facilities on the interrupted portion of the Service will receive a credit. Credit allowances for Service outages that exceed twenty-four (24) hours in duration will be rounded up to the next whole twenty-four (24) hours.

17.3.

Limitations on Allowances: No credit allowance will be made for:

17.3.1.

Interruptions due to the negligence of, or noncompliance with the provisions of the Agreement, including applicable tariffs, by the Customer or other entity providing Service in connection with the Company's Service;

17.3.2.

Interruptions due to the negligence of any person other than the Company including but not limited to, the Customer or other entities connected to the Company's facilities;

17.3.3.

Interruptions due to the failure or malfunction of non-Company equipment, systems or Services;

17.3.4.

Interruptions of Service during any period in which the Company is not given full notice and/or free access to its facilities and equipment for the purpose of investigating and correcting interruptions;

17.3.5.

Interruptions of Service during a period in which the Customer continues to use the Service on an impaired basis;

17.3.6.

Interruptions of Service during any period when the Customer has released Service to the Company for maintenance purposes or for implementation of a Customer order for a change in Service arrangements;

17.3.7.

Interruption of Service due to circumstances or causes beyond the control of the Company.

17.4.

Use of Alternative Service Provided by the Company: Should the Customer elect to use an alternative Service provided by the Company during the period that a Service is interrupted, the Customer must pay the charges for the alternative service used.

18.

SPECIAL CONSTRUCTION

18.1.

Special Construction Arrangements: : Subject to the arrangement of the Company and to all of the regulations contained herein, special construction of facilities may be undertaken on a reasonable effort basis at the request of the Customer. Special construction is that construction undertaken:

18.1.1.

where Company facilities are not presently available, and Company agrees to construct those facilities;

18.1.2.

of a type other than that which the Company would normally utilize in the furnishing of its Services;

18.1.3.

of a type other than that which the Company would normally utilize in the furnishing of its Services;

18.1.4.

in a quantity greater than that which the Company would normally construct;

18.1.5.

on an expedited basis;

18.1.6.

on a temporary basis until permanent facilities are available ;

18.1.7.

involving abnormal costs; or

18.1.8.

in advance of its normal construction.

19.

NON-ROUTINE INSTALLATION/MAINTENANCE

19.1.

Non-routine Installation/Maintenance: At the Customer's request, installation and/or maintenance may be performed outside the Company's regular business hours. In such cases, charges based on cost of actual labor, material or other costs incurred by or charged to the Company will apply. If installation extends beyond regular business hours, additional charges may apply. If hazardous conditions are involved, Company may perform such Services for additional charges, but at Company's sole discretion.

19.2.

Non-routine Installation/Maintenance Charges: Customer will be liable for non-routine installation/maintenance charges for technicians' time when Customer reports a suspected failure of Company equipment and dispatched Company personnel determine that the trouble was not caused by Company facilities or equipment, or if Customer issues a trouble report and Company personnel are denied access to the Customer premises.

20.

CUSTOMER'S USE OF TELEPHONE SUBSCRIBER INFORMATION

20.1.

Use and Sale of Telephone Subscriber Information

20.1.1.

Use of Telephone Subscriber Information: With respect to the use and sale of telephone subscriber information provided pursuant to ANI, charge number services or Toll Free Services, the Company shall permit the Customer to use the telephone number and billing information for billing and collection, routing, screening and completion of the originating telephone subscriber's call or transaction, or to offer a product or services directly related to the products or services previously acquired by the originating telephone subscriber from the Customer.

20.1.2.

Prohibitions on Reusing or Selling Telephone Subscriber Information: The Customer is prohibited from reusing or selling the telephone number or billing information without first:

20.1.2.1.

notifying the originating telephone subscriber and obtaining the affirmative consent of each subscriber for such reuse or resale. Additionally, the Customer is prohibited from disclosing, except as permitted above, any information derived from the ANI, charge number service or Toll Free Services for any purpose other than:

20.1.2.1.1.

performing the services or transactions that are the subject of the originating telephone subscriber's call;

20.1.2.1.2.

ensuring network performance security, and the effectiveness of call delivery;

20.1.2.1.3.

compiling, using, and disclosing aggregate information ; and

20.1.2.1.4.

complying with applicable law or legal process .

21.

TRAFFIC ORIGINATION/TERMINATION LIMITS

21.1.

Traffic Minimums. It is agreed that in order to receive the rate contemplated in the Agreement, Customer shall maintain at least eighty percent (80%) of the minutes of long distance traffic comprising Customer's Access Service for termination or origination in a facility owned and operated by a Regional Bell Operating Company (RBOC), and subject to the RBOC's tariffed charges, during any Company billing period, or pro rata portion thereof (an "Applicable Period"), as determined by Company in its sole discretion.

21.2.

Surcharge. Customer agrees that should the terminations/originations referenced above exceed twenty percent (20%) to a non-RBOC entity in any Applicable Period, Customer agrees to pay a surcharge to Company in the amount per minute necessary to equate to a fifteen percent (15%) margin for Company on each minute of Customer's long distance traffic delivered to Company in excess of such twenty percent (20%). This calculation shall be based on applicable additional costs and charges incurred by Company, as determined by Company in its sole discretion. Customer agrees to pay such surcharge for any Applicable Period within thirty (30) days of when invoiced for such surcharge by Company.

22.

NETWORK NUMBERS/DOMAIN NAME POLICY.

22.1.

Network Number and Domain Name Policy: If Customer is ordering a Company Service that utilizes Network Numbers or Domain Names, Customer agrees to the Network Number and Domain Name Policies established by Company.

22.2.

Use of Domain Names: Upon termination of Service, use by Customer of all Company Domain Names and TCP/IP Addresses will terminate, to the extent the same belong to Company. Customer further understands that IP assignments are not guaranteed, and may be modified as required by Company and/or the American Registry for Internet Numbers (ARIN). Unless otherwise mutually agreed to in writing by the parties, Customer at all times has responsibility for maintaining its own Domain Name when purchasing Company Internet Services and for paying all charges associated with the Domain Name, including charges billed to Customer for Domain Name registration by third parties. Company has sole discretion as to the Internet routing of Company provided IP addresses.

23.

TELEPHONE NUMBERS AND DIRECTORY LISTINGS

23.1.

Assignment of Telephone Numbers: The assignment of a telephone number to a Customer's telephone service will be made at the discretion of the Company. The Customer has no property right to the telephone number or any other call number designation associated with services furnished by the Company. To the extent Customer's request for service(s)] involves Company obtaining telephone numbers on Customer's behalf, Company will undertake a good faith effort to procure the numbers requested from the North American Numbering Plan Administrator. Customer represents that it has a legitimate business need for the requested telephone numbers. If any telephone number(s) requested by Customer are within a geographic area subject to federal and/or state governmental number conservation measures, Customer acknowledges and agrees that Company may only be able to satisfy a certain percent of the requested allocation of numbers and releases Company from all liability associated with any number resource issues beyond Company 's control. Customer agrees to provide Company and, upon request, to any federal/state governmental agency, information regarding Customer's assignment of any intermediate telephone number(s) to a third party. The Company reserves the right to assign, designate or change telephone numbers, any other call number designations associated with Services or the Company service Central Office prefixes associated with such numbers, when the Company deems it necessary in the conduct of its business or as required by a regulatory body or law.

23.2.

Additional Telephone Numbers: In the event that Customer anticipates its need for Company Service will increase, Company may, at Customer's request, reserve telephone numbers for a maximum of forty-five (45) days ("Reservation Period.") Customer must place the reserved numbers in service prior to termination of the Reservation Period. Otherwise, the reserved numbers will return to Company's telephone number inventory at the termination of the Reservation Period. A renewal of the Reservation Period is not permitted. Company will make all attempts to reserve to specific telephone numbers identified by the Customer. Company reserves the right to substitute number when necessary in the conduct of its business or as required by a regulatory body or by law.

23.3.

Reservation and Administration, and Assignment of Telephone Numbers for Company Toll Free Services: : The Company will accept a prospective Customer's request for a particular 800/888/877 service telephone number. Up to a total of ten (10) such requested numbers may be requested. The Company will accommodate each request to the extent possible. If a requested number(s) can be assigned to a prospective Customer, the Company will notify the Customer and will reserve it for the Customer's use for a fifty-nine (59) day period. If, at the end of the fifty-nine (59) day period, the prospective Customer has not subscribed to the Company 800/888/877 services using a reserved number(s), the Company, in accordance with its procedures, may make the reserved number available for use by another Customer.

23.4.

No Ownership Interest in Telephone Numbers Used for Toll Free Services: Nothing in this Section, or, in any other provision of the Agreement or applicable tariffs, or in any marketing materials issued by the Company, shall give any Customers who have reserved 800/888/877 telephone numbers hereunder or any Customer who subscribe to and use Toll Free Service, or their transferees or assignees, any ownership interest or proprietary right in any particular 800/888/877 telephone number.

23.5.

Company Acting as Resp Org: In its capacity as Resp Org, the Company will reserve, assign, activate, or change, upon receipt of a verified request, 800/888/877 numbers for a Customer or prospective Customer and will administer 800/888/877 numbers, in accordance with customary industry standards and practices, the terms of this Tariff, and the effective procedures of the 800/888/877 Service Management System (SMS) database administration. Customers may request, reserve, assign or activate 800/888/877 numbers on their own behalf, or a Customer that resells Company inbound transmission services may request, reserve, assign, or activate 800/888/877 numbers on behalf of a Customer or prospective Customer of such reseller. A Customer who resells Company inbound transmission services must provide to any Customer or potential Customer, upon reasonable request therefore, information concerning the status of a particular 800/888/877 number or number(s) in which the Customer or potential Customer has interest and, if applicable and available the identity of the Resp Org(s) for the 800/888/877 number(s), the Customer must notify the Company within forty-eight (48) hours so the Company may release the 800/888/877 numbers to the pool of numbers for assignment in accordance with industry practice and standards.

23.6.

Ownership, Use and Assignment of Telephone Numbers for Toll Free Services: 800/888/877 numbers are incidental to the inbound calling service with which they are associated and, as such, may not be sold, transferred, or otherwise conveyed independent of inbound transmission. The assignment of an 800/888/877 telephone number(s) for use with company-provided inbound transmission service confers on the Customer no proprietary interest whatsoever in the number(s) assigned. It shall be a violation of this Agreement if the Customer seeks to acquire, or does acquire, any 800/888/877 associated with inbound service provided by the Company for the primary purpose of selling, brokering, bartering, or releasing for a fee (or other consideration) to another party that 800/888/877 number, independent of the Company service with which it is associated. In any instance in which the Company learns that a Customer or prospective Customer is attempting to sell or otherwise transfer or assign an 800/888/877 number to another person, in violation of this Agreement, the Company may immediately and without notice release the number from reserved status, or it may immediately upon written notice to the Customer discontinue the furnishing of service, or it may immediately upon written notice to the Customer discontinue the furnishing of service via the 800/888/877 number. The Company telephone number forfeited as a result of the impermissible or reassigned to the undertaking will not be reserved for the prospective Customer or reassigned to the Customer under any condition or circumstances by the Company.

23.7.

Actual and Substantial Use of Telephone Numbers Associated with Toll Free Services: Each 800/888/877 service telephone number must be placed in actual and substantial use by the Customer.

23.8.

Directory Listings: Use of the Services may require listing Customer's participation in relevant directories. Customer grants permission to Company to make such listings as Company reasonably determines are necessary or useful. In addition to the other limitations of liability contained here, Customer further agrees that Company shall not be liable for any damages, whether direct, indirect, special, consequential, or otherwise, related to errors, omissions, or failure to submit information with respect to alphabetical telephone directories or directory information listings.

24.

INFORMATION PROVIDER DATA

24.1.

Information Provider Data: A Service Bureau shall promptly furnish to the Company, and keep current on a continuing basis, the name, address, and Customer Service telephone number(s) of the Information Providers to whom it provides service. Where an Information Provider directly subscribes to Company service, it shall promptly furnish to the Company, and keep current on a continuing basis, its name, address, and Customer Service Telephone number(s).

25.

LINE SERVICE

25.1.

Line Service: No provider of pay-per-call services subscribing to the Company's Service shall use automatic dialing devices which deliver a recorded message to the called party unless the device releases that called party's telephone line promptly but in no event longer than current industry standards.

26.

ANSWER SUPERVISION/CALL ACCEPTANCE

26.1.

Answer Supervision: Answer supervision must be provided when a Company service offering is connected to switching equipment or a Customer-provided communications system. The Customer's equipment or system must provide answer supervision so that the measure of chargeable time that begins upon the delivery of the Customer's call to the switching equipment or to the equipment connected to the communications system and ends upon termination of the call by the calling party. If a Customer's communications system fails to promptly return to Company an idle (on-hook) state upon completion of the call, the Customer will be held responsible for all charges that result up until the time the Customer's communication system signals the Company's network that the call has been terminated or until such a time that the Company's own system terminates the call. Furthermore, Customer agrees that Customer and Customer's communications system will not reject, fail to answer or fail to signal calls routed via the Company's network. If Customer fails to comply with these terms, Customer shall be liable for any and all charges Company incurs from third parties as a result of such act or omission.

27.

RESTRICTIONS ON PROVIDERS OF PAY-PER-CALL SERVICES

27.1.

Restrictions on Providers of Pay-Per-Call Services: Providers of pay-per-call services subscribing to Company transmission services, including 900 service, must comply with all requirements of (a) Title I and II of the Telephone Disclosure and Dispute Resolution Act (Pub. L. No. 102-556) (TDDRA); and (b) all requirements of: the regulations presubscribed by the Federal Communications Commission and Federal Trade Commission pursuant to those Titles. The Company shall terminate programs that utilize 900 service if the programs are not in compliance, following written notice to the provider. The provider shall be afforded a period of no less than seven (7) days and no more that fourteen (14) days during which a program may be brought into compliance. Programs not in compliance at the expiration of such period shall be terminated immediately.

28.

INTERCONNECTION WITH OTHER CARRIERS

28.1.

Interconnection with Other Carriers: Service furnished by the Company may be connected with services or facilities of another carrier. Such interconnection may be made at a Company terminal or entrance site, at a terminal of another carrier, or at the premises of a Customer, joint user, or authorized user. Service furnished by the Company is not part of a joint undertaking with other such carriers.

28.2.

Special Interface Equipment: Any special interface equipment or facilities necessary to achieve compatibility between the facilities of the Company and other carriers shall be provided at the Customer's expense, unless otherwise agreed to by the Company. Upon Customer request and acting as the Customer's authorized agent, the Company, in its discretion, may attempt to make the necessary arrangements for such interconnections.

28.3.

Terms and Conditions of Interconnection: Service furnished by the Company may be connected with the facilities or services of other carriers under the terms and conditions of the other carriers' tariffs applicable to such connections.

29.

CUSTOMER PROPRIETARY NETWORK INFORMATION

29.1.

Customer Proprietary Network Information: To inform Customer of other Company-affiliated products and services that may interest Customer, the Company may wish to access information related to the Customer's account(s), particularly information known as Customer Proprietary Network Information ("CPNI"). Information constituting CPNI includes the kind of services the Customer subscribes to, how the Customer uses those services and how the services are billed. Federal law restricts the use of CPNI for purposes other than providing service, without the Customer's approval.

29.2.

Approval of Use of CPNI by Company: Until the Customer contacts the Company and tells the Company that it does not want the Company to access and use the Customer's CPNI, the Company will understand that the Customer has approved of its internal use of the Customer's CPNI for purposes reasonably related to its offering or provisioning of other products and services to the Customer. If Customer wishes to have its CPNI "restricted," Customer must contact Company at 1-612-238-3554. Customer may request that Company restrict its use of Customer information, and the restriction will remain in effect until Customer notifies Company to lift the restriction.

30.

TERMINAL EQUIPMENT

30.1.

Terminal Equipment Responsibility of Customer: Terminal equipment, such as teleprinters, handsets, or data sets at the premises of the Customer and between such premises and the Company terminals, shall be furnished by and maintained at the expense of the Customer, except as otherwise provided.

30.2.

Required Characteristics of Terminal Equipment: The characteristics of equipment at either end of the channel shall be such that its connection to the channel complies with the minimum protection criteria set forth below, and does not interfere with services furnished to other Customers. Additional protective equipment, where required, shall be provided and maintained at the Customer's expense.

30.3.

Required Characteristics for Services using LEC Voice Grade Facilities: When Services using local exchange carrier voice grade facilities are terminated in Customer-provided terminal equipment, channel derivation devices, or communications systems, the Customer shall comply with the minimum protective criteria set forth below.

30.3.1.

When the facilities furnished under this Agreement are used in common with local exchange carrier services, it is necessary, in order to prevent excessive noise and crosstalk, that the power of the signal applied to local exchange lines be limited. A single valued limit for all applications cannot be specified. Therefore, the power of the signal in the band above 300 Hertz, which may be applied by the Customer-provided equipment at the point of termination, will be specified by the Company for each application.

30.3.2.

To protect the telecommunications services from interference at frequencies which are above the band of service provided, the Company will specify the acceptable signal power in the following bands to be applied by the Customer-provided equipment or communications systems at the point of termination to ensure that the input to local exchange carrier facilities does not exceed the limits indicated:

30.3.2.1.

The signal applies by the Customer provided equipment to the interface at no time shall have energy solely in the 2450 Hertz to 2750 Hertz range. If the signal is in the 2450 to 2750 Hertz range, it must not exceed the power present at the same time in the 800 to 2450 Hertz band.

30.3.2.2.

The power in the band from 3995 Hertz to 4005 Hertz shall be at least 18 dB below the power of the signal as specified above for the 2450 Hertz to 2750 Hertz range.

30.3.2.3.

The power in the band from 4000 Hertz to 10,000 Hertz shall not exceed 16 dB below one milliwatt.

30.3.2.4.

The power in the band from 10,000 Hertz to 25,000 Hertz shall not exceed 24 dB below one milliwatt .

30.3.2.5.

The power in the band from 25,000 Hertz to 40,000 Hertz shall not exceed 36 dB below one milliwatt .

30.3.2.6.

The power in the band above 40,000 Hertz shall not exceed 50 dB below one milliwatt .

30.4.

Customer-Provided Equipment in the spectrum 300 Hertz: Where such Customer-provided equipment or communications systems applies signals having components in the spectrum 300 Hertz, excluding ringing signals, the currents and voltages (including all harmonics and spurious) at the interface shall not exceed the following limits:

30.4.1.

The maximum root-means-square (rms) value, including DC and AC components, of the current per conductor will not exceed .035 ampere.

30.4.2.

The magnitude of the peak of the conductor or ground voltage shall not exceed 70 volts.

30.4.3.

The conductor voltage shall be such that the conductor ground voltage limit in .10 proceeding is not exceeded. If the signal source is not grounded, the voltage limit in .0342 preceding applies to the conductor-to-conductor voltage.

30.4.4.

The total weighted rms voltage within the band from 50 Hertz to 300 Hertz shall not exceed 100 volts. The total weight rms is the square root of the sum of the products times the square of the rms voltage of the individual frequency components.

30.4.5.

The weighting factors are as indicated

For Frequencies Between

Weight Factor

50 Hertz and 100 Hertz

f 2/104

100 Hertz and 300 Hertz

f33/106.6

31.

APPLICATION OF BUSINESS AND RESIDENTIAL RATES

31.1.

In General: The application of business or residential rates is dependent upon: the character of the primary use; the location of the service; and the type of directory listing. If any one of these three (3) factors indicates a business classification, business rates apply to the entire service except in the case of certain professional people as covered in this Section. If it is found that a Customer is using residential service for business purposes, the Company will thereafter require the Customer to take business Services, except in cases where the Customer thereafter uses the Service in accordance with the following Section concerning specific conditions under which business rates apply.

31.2.

Specific Conditions under which Business Rates Apply

31.2.1.

At all locations of a strictly business nature and at such locations as: colleges; clubs (including college fraternity and sorority houses); churches except for: services located in the study of a member of the clergy and listed only in his/her name and provided solely for his/her use.

31.2.2.

Whenever the listing of the service: is the name of a firm, company or corporation; or in any way that connotes a business or trade; or contains a title indicating a profession except as modified the following section concerning specific conditions under which residential rates apply.

31.2.3.

Where the substantial use of the Service is occupational rather than social regardless of the location of the Service or the type of listing except as modified in the following Section concerning specific conditions under which residential rates apply.

31.3.

Specific Conditions Under Which Residential Rates Apply

31.3.1.

In private residences, or residential apartments or rooms in such locations as hotels, apartment houses, dormitories or boarding houses when: the primary use is social in nature; the exchange service termination and all customer premises inside wire including associated equipment are in locations which are part of a Customer's domestic establishment; no business listings are provided.

31.3.2.

To Midwives or Nurses under the conditions specified in the preceding Section concerning specific conditions under which business rates apply except that the listing may indicate the profession of the Customer.

31.3.3.

In the study of a member of the clergy in a church where the Service is listed only in that person's name and provided solely for his/her use.

32.

ASSIGNABILITY

32.1.

Assignment: Customer may not sell, transfer or assign the Agreement without the prior written consent of the Company. Any such assignment without Company's prior written consent shall be void. Notwithstanding the foregoing, in the event the Agreement is assigned by Customer to any other party, by assignment, operation of law or otherwise, which party, prior to the assignment, has an agreement (the "Prior Agreement") with the Company or any of its affiliates for the provision of services, the Services being provided shall continue to be governed by the Prior Agreement, and the Service provided hereunder shall continue to be governed by the Agreement, each without reference to the other except that the Company may require a deposit or additional financial assurances as provided in the Agreement.

Company shall designate, from time to time, the Authorized Entities, as defined herein, that own and/or operate telecommunications facilities in various geographical areas to provide Services under this Agreement. Such designation shall constitute an assignment to and assumption by such Authorized Entity of all of Company's rights and responsibilities related to the provision of Services under this Agreement in such Authorized Entities' respective geographical areas; provided, however, that Company shall continue to invoice Customer for Services rendered and shall manage ordering pursuant to the applicable Order. The term "Authorized Entities" shall mean either an affiliate or subsidiary of Company.

33.

NOTICES

33.1.

Notice: Notices under the Agreement shall be in writing and delivered by certified mail, return receipt requested, to the persons whose names and business addresses appear below and such notice shall be effective on the date of receipt or refusal thereof by the receiving party. If to Company:

Auncor, Inc.
1201 Hawthorne Ave, Ste 100
Minneapolis, MN 55403
Attn: President

34.

MISCELLANEOUS

34.1.

Neither Party the Legal Representative of the Other: The Agreement does not render either party the agent or legal representative of the other party and does not create a partnership or joint venture between Customer and Company. Neither party shall have any authority to agree for or bind the other party in any manner whatsoever. The Agreement confers no rights of any kind upon any third party.

34.2.

Severability: Any provisions struck by a court or legal body shall be deemed severed.

34.3.

Choice of Law and Venue: The Agreement is made pursuant to and shall be construed and enforced in accordance with the substantive law of the Commonwealth of Virginia without reference to its principles of conflicts of laws, and Customer consents to the jurisdiction and venue of the Federal District Court for the Eastern District of Virginia or the State Courts in Fairfax County, Virginia.

34.4.

Non-exclusive: The Agreement is non-exclusive. Nothing in the Agreement shall prevent Customer or Company from entering into similar arrangements with, or otherwise providing services to, any other person or entity.

34.5.

No Publicity: Customer shall not issue a news release, public announcement, advertisement, or other form of publicity concerning the existence of the Agreement or the supplies or Services to be provided hereunder without obtaining the prior written approval of Company. Failure to comply shall permit the Company to immediately terminate the Agreement, in addition to any and all other rights and remedies the Company may have at law or equity.

34.6.

Survivability: The terms and provisions contained in the Agreement that by their sense and context are intended to survive the performance thereof by the parties shall survive the completion of performance and termination of the Agreement, including, without limitation, the making of any and all payments hereunder.

34.7

No Waiver: No Waiver of any of the provisions of the Agreement shall be binding unless it is in writing and signed by both parties. The failure of either party to insist on the strict enforcement of any provision of this Agreement shall not constitute a waiver of any provision and all terms shall remain in full force and effect.

34.8

Rights to Offset: Should Customer be in default of an invoiced contractual obligation for more than a thirty (30) day period and Company has moneys payable to the defaulting Customer, upon notification to the defaulting Customer, Company may offset respective payments by first applying such moneys to the full balance due by the defaulting Customer and the remaining balance remitted in the normal course of business.

34.9

Complete Agreement: The Agreement, incorporating all the items referenced herein, represents the complete agreement of the parties with respect to the Services, and supersedes all other agreements whether written or oral. The Agreement may be modified only by written agreement executed by authorized representatives of the parties, changes to the URL sites referenced herein, changes to the applicable tariffs or as otherwise specifically provided herein. In no event shall the Agreement, including all appendices, addenda, order forms and exhibits, be modified or amended in anyway by e-mail.