TERMS & CONDITIONS for INTERLATA LONG DISTANCE SERVICE
(Effective October 15, 2004)

The information contained herein details the Terms and Conditions of your SoVerNet Long Distance Service (“Service”). Customer agrees to pay for, and SoVerNet (“SoVerNet”) agrees to provide, Service pursuant to the following:

ACCEPTANCE—Customer has agreed to purchase Service as authorized on the SoVerNet Integrated Communications Service Agreement (“Service Agreement”). Customer agrees to comply with the Terms and Conditions herein by enrolling in, using, or paying for the Service. IF YOU DO NOT AGREE TO THE PRICES, CHARGES, TERMS AND CONDITIONS, DO NOT USE THE SERVICE, AND CANCEL THE SERVICE IMMEDIATELY BY CALLING SOVERNET TOLL-FREE AT 1-877-877-2120.

BILLING AND PAYMENT—Customer agrees to pay SoVerNet for the Service at the prices and charges listed in and/or referenced in the Service Agreement. Customer is responsible for all charges incurred and for all calls placed by or through Customer’s telecommunications equipment by any person. Customer is responsible for preventing the unauthorized use of the Service, and is responsible for payment for any such unauthorized use. Customer agrees to be held responsible for all charges, costs and/or expenses incurred as a result of the theft or loss, misuse or abuse of Services or calling cards (if any) acquired from or through SoVerNet.

Services are billed, and statements mailed, monthly. Charges accrue through a full billing period. SoVerNet may prorate or adjust a bill if the billing period is less than or more than a whole month (a month is considered to have 30 days). To determine the charge for each call, SoVerNet will round up to the next full minute for any fraction of minutes used. Customer must pay all bills on time—on or before the “due date” printed on the bill. Amounts which, by mutual agreement between Customer and SoVerNet, are considered to be in dispute shall not be considered overdue if not paid by Customer while the dispute remains unresolved. Customer shall notify SoVerNet within 14 (fourteen) days of receipt of billing statement of any dispute regarding charges, otherwise, the bill shall be considered correct and binding as rendered. Customer must pay all taxes, fees, surcharges and other charges that SoVerNet bills for with the Service, unless Customer can provide documentation satisfactory to SoVerNet that demonstrates that Customer is exempt.

If Customer makes late payments, SoVerNet will assess a late payment charge of 1.5% per month that is applied on the outstanding balance. A charge of twenty dollars ($20.00) may be imposed for each check, bank draft or electronic funds transfer that is returned for insufficient funds. The Customer shall be responsible for all costs, including attorney’s fees, incurred in the collection of unpaid charges or in any other action to enforce payments and/or obligations arising under the Service Agreement and these Terms and Conditions.

In the case of a “Minimum Use Guarantee” (MUG) Service, the Customer agrees to pay the minimum amount per period agreed to upon commencement of Service. A Customer falling below their MUG will be billed and is liable for the minimum amount due per period pursuant to the MUG agreement (even though this is below their actual usage amount).

LIMITATIONS OF LIABILITY—This Section Describes The Full Extent Of Our Responsibility For Any Claims The Customer May Make For Damages Caused By The Failure Of The Services Or Any Other Claims In Connection With The Services Or The Service Agreement Or These Terms And Conditions. This Section Will Continue To Apply After The Service Agreement Ends.

For All Claims Of Any Nature, SoVerNet Will Not Be Liable For Consequential, Incidental, Indirect, Or Special Damages, Including But Not Limited To, Loss Of Business, Profits, Information, Or Other Commercial Or Economic Loss, Or Increased Costs Of Operation. SoVerNet Also Will Not Be Liable For Punitive, Reliance Or Special Damages. These Limitations Apply Even If The Damages Were Foreseeable Or SoVerNet Was Told They Were Possible, And They Apply Whether The Claim Is Based On Contract, Tort, Statute, Fraud, Misrepresentation, Or Any Other Legal Or Equitable Theory.

SoVerNet Will Not Be Liable For Any Damages If Services Are Interrupted, Or There Is A Problem With The Interconnection Of SoVerNet Services With The Services Or Equipment Of Some Third Party.

SoVerNet’s Liability For Any Claim Or Loss, Expense Or Damage For Any Interruption, Delay, Error, Omission, Or Defect In Any Service, Facility Or Transmission Provided Under The Service Agreement Shall Not Exceed An Amount Equivalent To The Proportional Charges To The Customer For The Service Period Provided During Which Said Interruption, Or Any Delay, Error, Omission, Or Defect Occurs. No Action Or Proceeding Against The Company Shall Be Commenced More Than One Year After The Service Is Rendered.

INDEMNIFICATION—Customer agrees that SoVerNet should not be responsible for any third party claims against it that arise from Customer’s use of the Service. Further, Customer agrees to reimburse SoVerNet for all costs and expenses related to the defense of any such claims, including attorney’s fees, unless such claims are based on SoVerNet’s willful misconduct or gross negligence. This provision will continue to apply after the Service Agreement ends.

WARRANTIES—SoVerNet Makes No Express Warranty Regarding The Service And Disclaims Any Implied Warranty, Including Any Warranties Of Merchantability Or Fitness For A Particular Use. SoVerNet Makes No Warranty That The Service Will Be Uninterrupted Or Error Free. SoverNet Does Not Authorize Anyone, Including But Not Limited To Sovernet Employees, Against Or Representatives, To Make A Warranty Of Any Kind On Its Behalf And Customer Should Not Rely On Any Such Statement.

TERMINATION & CANCELLATION—A Customer has the right to cancel a new Service at any time for any reason during the first 30 days of Service, and will receive a full refund (excluding taxes and usage charges).

Discontinuance of Service by customer. In the event of a discontinuance of month-to-month service prior to the end of the current billing cycle, the customer is obligated to pay an amount equal to the unpaid balance of the billing cycle’s monthly rates for the products purchased that have a monthly rate. The customer will not receive a pro-rated refund for the remaining time between cancellation and the next and final billing cycle.

In the event of a termination of service(s) prior to the fulfillment of an agreed upon length-of-service term contract, then Early Termination Charge(s) may be due from the Customer to SoVerNet. The Early Termination Charges are listed on our website at www.sover.net/docs/termination.shtml. Customer loses any bundled discount in effect at the time of signing and billing will be reassessed based on remaining products.

SoVerNet will terminate the service of any Customer, on request, when the Customer has reasonable belief that an unauthorized person or persons are using the Service. SoVerNet may require that the request be submitted in writing by the person in whose name the account is held.

SoVerNet may terminate service and sever the connection(s) from the Customer’s premises, after notice in writing to the Customer and after having given the Customer an opportunity to respond to such notice, under the following conditions: (1) in the event of prohibited, unlawful or improper use of the facilities or Service, or any other violation by the Customer of the rules and regulations governing the facilities and Service furnished, or (2) if, in the judgment of SoVerNet, any use of the facilities or Service by the customer may adversely affect SoVerNet’s personnel, plant, property or service.

SoVerNet shall have the right to take immediate action, including termination of the service and severing of the connection, without notice to the Customer when injury or damage to telephone personnel, plant, property or service is occurring, or is likely to occur, or in the event of unauthorized use, where the Customer fails to take reasonable steps to prevent the unauthorized use of the facilities or service received from SoVerNet.

Prohibited, unlawful or improper use of the facilities or service includes, but is not limited to: (1) The use of facilities or Service of the SoVerNet without payment of charges; (2) Calling or permitting others to call another person or persons so frequently or at such times of the day or in such manner as to harass, frighten, abuse or torment such other person or persons; (3) The transmission of impermissible content; (4) The use of the service in such a manner such that it interferes with the service of other customers or prevents them from making or receiving calls; (5) The use of a mechanical dialing device or recorded announcement equipment to seize a customer’s line, thereby interfering with the customer’s use of the service; (6) Permitting fraudulent use.

A restoration charge applies each time a service is reconnected after suspension, or termination for nonpayment, but before cancellation, of the service. In the event that Service is terminated for unauthorized use and Service is subsequently restored to the Customer at the same location: (a) No charge shall apply for the period during which service had been terminated, and (b) Restoration charges will apply when Service is restored. However, no charge shall be made for reconnection if the Service was terminated due to an error on the part of SoVerNet.

In addition, SoVerNet may cancel Service, limit Service, or discontinue Service without notice (other than which is required by law), or impose requirements without prior notice to the Customer without incurring any liability, for any of the following reasons:

• A violation of any law, rule or regulation of any governing authority having jurisdiction over the Service.
• By order of a court or other governmental or quasi-governmental authority having such jurisdiction.
• The Customer provides false or misleading credit or usage information.

CHANGES TO RATES, TERMS, CONDITIONS—All Service provided is subject to SoVerNet’s business practices, policies and procedures, which can change without notice. SoVerNet will notify the Customer of an increase or decrease in rates in accordance with the procedure established by the Vermont Public Service. As a courtesy, and for the convenience of our customers, SoVerNet will post the changes on our Internet website at http://www.sover.net/tariff/interlata-terms.shtml thirty (30) days in advance of their effective date. Payment of charges or continued use of Service after effective date of such posted changes will constitute agreement by Customer to the change.

NOTICE TO SOVERNET—Notice from Customer to SoVerNet shall be in writing, mailed, postage paid, to SoVerNet, Inc. P.O. Box 495, Bellows Falls, VT 05101, and shall be deemed received on the third business day after postmark. To be properly authorized, notice must include the signature of the person in whose name the account is held.

WAIVER—SoVerNet shall not be deemed to have waived any right or option under these Terms, including the right to demand an exact compliance or to declare a breach of the Terms, by virtue of any contrary or customary practice. Failure of SoVerNet to enforce any provision of the Terms on one or more occasions shall not constitute a waiver and shall not prohibit the enforcement of that same provision on a subsequent occasion.

SEVERABILITY—If any part of the Service Agreement or these Terms and Conditions is found invalid, the rest of the Service Agreement and Terms and Conditions will remain valid and enforceable.

JURISDICTION—State law issues concerning the construction, interpretation, and performance under these Terms and Conditions shall be governed by the substantive laws of the State of Vermont, excluding its choice of law rules. The parties agree that the venue for lawsuits arising from or under these Terms and Conditions shall be the State or Federal Court in the State of Vermont, and the parties irrevocably consent to the personal and subject matter jurisdiction of such courts. Any claim or cause of action against SoVerNet shall be commenced within one year after the claim or cause of action has arisen or else it shall be barred.

MISCELLANEOUS—Neither Customer nor SoVerNet will be responsible to the other party for any delay, failure in performance, loss or damage due to accident, fire, explosion, power blackout, earthquake, volcanic action, flood, ice, blizzard or other weather conditions, strike, embargo, labor disputes, natural disaster, civil or military authority, war, terrorism, acts of God, acts of regulatory or governmental agencies, acts or omissions of carriers or suppliers, inability to obtain necessary equipment or Services, or other causes or circumstances beyond SoVerNet’s control, except that Customer must pay for Services used.