Supplemental Terms and Conditions for Domestic and International Long Distance, Toll-Free, and Calling Card Services

1. BASIC AGREEMENT. Customer has agreed to purchase the Services selected, and such additional Services as may be ordered by Customer from Mpower and its affiliated Companies from time to time in the future, on these terms and conditions, and such other terms and conditions identified in any signed standard service order agreement. Customer agrees to comply with such terms and conditions to timely pay for all Services. Customer is responsible for verifying that all customer information is complete and accurate and reflects Customer's intentions.

2. CUSTOMER AUTHORIZATION. Any Customer authorization of Mpower as a primary long distance carrier or as a local service provider reflects Customer's voluntary Agreement to change its presubscribed carrier to such Mpower entity. If these Services are to be purchased for use in any state, which has special requirements for authorization, the Services shall not be available until Customer meets such special requirements.

3. TOLL LIMIT. The Company has established a toll limit or cap of $150.00. Should the Customer's toll exceed the $150.00 limit, the Company may contact the Customer to request payment on the bill. The Company reserves the right to put toll restriction on the account until the toll is below the $150.00 limit. The Company shall remove the toll restriction upon receiving payment that brings the toll below the $150.00 cap. The Company may grant the Customer a higher limit based on their credit or payment history upon request.

4. CREDIT. It will be the responsibility of the Customer to comply with the credit terms established by the Company or the Company reserves the right to request a Deposit for continuation of service. The fact that a deposit has been made in no way relieves the Applicant or Customer from complying with the Company's regulations and the prompt payment of bills on presentation. The Company may refuse service if satisfactory credit is not established and may deny or disconnect service if a deposit is not paid when requested by the Company.

5. PURCHASE OF SERVICES. For services not provided in whole or part pursuant to a Tariff, such Services shall be provided in accordance with the terms and conditions of this Agreement.

Information on Mpower's current rates and changes can be found on the corporate website (www.mpowercom.com) or by calling customer service at the number on your billing statement.

6. RATES AND PRICING TERMS. Customer is being provided each Service at the per-minute rate stated for the specific Service. If a Service is being procured at a per-minute rate that is not specified, Customer agrees to pay the standard rate that applies to other similarly situated customers with its volume and term commitment. The rates and charges made available to Customer include any standard volume discounts or promotions that may from time to time be offered for the Services. No discounts are cumulative. Percentage discounts are effective only when associated with the standard rates for an identified Mpower plan.

Customer is guaranteed the same net rate for the quoted Service so long as it remains in compliance with this Agreement. Billed charges will include in addition to the rate: any nonrecurring charges; governmental taxes; tax and tax-related surcharges, including ad valorem taxes or surcharges; governmental fees or assessments (including surcharges and fees established or caused by government, a support or subsidy program administrator, or Mpower intended to address costs of governmental programs; and any program-related requirements of Mpower) (all such charges related to government being "Government Program Charges"); temporary surcharges to recover additional charges or fees required to be paid by any local loop or Premise Access charges, of which shall be payable by Customer. Discount credits are not available for locations and accounts for which Customer has not accepted full and primary payment responsibility.

7. CUSTOMER CANCELLATION. In the event that Customer should cancel any Service prior to activation, or prior to the completion of the Term commitment made by Customer pursuant to this Agreement, then Customer shall be responsible: (i) for any Mpower and local service provider installation requirements and charges and any such termination charges; and (ii) for any monthly recurring charges for circuits, loops, or connecting equipment necessary for the Services. Mpower may reconfigure underused or underutilized ports and other facilities to reclaim and reuse them more efficiently, if the provision of Services to Customer is not impacted, and Customer will be given credit for any ports or facilities returned for reassignment.

8. MONTH-TO-MONTH SERVICE. The Company's long distance service is provided only to Customers who subscribe to the Company's local exchange service. The Customer's Service Agreement with the Company is on a month-to-month basis unless the Customer enters into a Term Contract with the Company.

9. AGREEMENT TERM. If the services provided are for a term as specified in a separate Customer Service Agreement or contract, the term of the Agreement shall commence on the Term Start Date shown and shall continue thereafter for the number of months specified for Length of Term shown unless the service is terminated in accordance with the Company's termination provisions. The Agreement automatically renews for a term identical to the term listed unless either party provides written notice of cancellation at least ninety (90) days prior to the expiration of the original or previously renewed term. Mpower reserves the right to cancel service in accordance with its cancellation rights listed in its applicable states' tariffs.

10. NOTICES. All termination notices must be sent to your local Mpower office.

11. CUSTOMER OBLIGATION TO PAY. The Customer is responsible for payment of all charges for services and equipment furnished to the Customer or to an Authorized User of the Customer by Mpower. All charges due by the Customer are payable to the Company by the date due on the billing statement. Any objections to billed charges must be reported in writing within 30 days of receipt to the Company's Customer Service office at the telephone number listed on the bill or the bill will be considered final. Adjustments to Customer's bills shall be made to the extent that circumstances exist which reasonably indicate that such changes are appropriate.

12. CREDIT ALLOWANCE FOR OUTAGES. Credit allowance for the interruption of service that is not due to the Company's testing or adjusting, negligence of the Customer, or to the failure of channels or equipment provided by the Customer, is subject to the general liability provisions set forth by each state's applicable tariff. It shall be the Customer's obligation to notify the Company immediately of any service interruption for which a credit allowance is desired. Before giving such notice, the Customer shall ascertain that the trouble is not being caused by any action or omission by the Customer within his control, if any, furnished by the Customer and connected to the Company's facilities. No refund or credit will be made for the time that the Company stands ready to repair the service and the subscriber does not provide access to the Company for such restoration work.

13. SPECIFIC SERVICES. The following provisions apply with respect to certain specific Services, and only if Customer has ordered the Services identified:

1. Local Services. These Standard Terms and Conditions also supplement any effective terms and conditions set out in the applicable tariffs and local service price lists of the applicable Mpower local service provider for the Customer's local serving territory. Local Services are provided by either Mpower Communications Corp. or its operating affiliates.
   
   
2. Toll-Free Services. Customer is responsible for ALL usage on its toll-free and other numbers (including, without limitation, charges for wrong number calls). Customer agrees to defend and indemnify Mpower from all claims related to Customer's use of its toll-free numbers, except to the extent such claim arises from the gross negligence or willful misconduct of Mpower. To protect the integrity of its network, Customer agrees that Mpower may, without liability, block any toll-free number having usage surges or heavy traffic loads that Mpower determines may impact the provision of services to other customers.


Requests for toll-free numbers are controlled by an independent agency based on number availability of any requested toll-free number and is not bound by any verbal or preliminary confirmation to Customer of toll-free number availability. Mpower makes no representation regarding the legal right of Customer to use any word or phrase created by the alphabetical translation of a toll-free number. Customer may not reserve or activate a toll-free number for the purpose of selling, brokering, or releasing the toll-free number to another person for any fee or other consideration. Customer has no ownership interest in any toll-free number, but may have limited control interest in such numbers in use.

If upon cancellation of its toll-free Service, Customer does not submit a written request for the appointment of a new carrier for its toll-free numbers within thirty (30) days of such cancellation, then the number will be returned to the independent administrative agency for reassignment. If Customer subscribes to a toll-free number that is shared with other customers or is part of a bundled Service, Customer may not transfer or port such toll-free number to another carrier, and Customer agrees to give up use of the number when it changes its Service.

Customers subscribing to the Company's 800 service may have their toll-free number listed in the Toll Free Directory, (800) 555-1212, for a monthly charge found under the rates and charges section of Toll Services on the Company's Internet site. The Customer may choose up to three different variations for how their name will be listed in the Toll Free Directory.


3. Calling Card Services. The Company's Terms and Conditions for Calling Card Services are included in the introductory package the Customer receives upon subscribing to Calling Card Services.
   
   
4. Dedicated Internet Services. Customer agrees to comply with the applicable Acceptable Use and Security Policies for such Service, which will be available online to Customer.

14. BREACH, DEFAULT, AND TERMINATION. The following provisions govern breach by a Party:

1. Breach by Customer. If Customer: (i) fails to pay any outstanding charges after ten (10) days' written notice of delinquency, or (ii) fails to comply with any other material term or condition of this Agreement, or (iii) fails to cure any other breach of this Agreement within thirty (30) days after receipt of notice of such breach from Mpower, Customer shall be in default and Mpower may, at its option, take any or all of the following actions: (a) terminate the Services or any portion thereof; (b) temporarily suspend or block the Services; (c) decline to accept or to process additional orders from Customer for new or changed Services or circuits, or for work for customers; (d) remove Customer and Customer's equipment from Mpower facilities and locations; (e) commence action to collect all sums then due or that subsequently become due to Mpower; and (f) take any additional steps permitted by law. In the event of termination, Customer shall be liable for all charges incurred as of the termination date, and for such additional charges and fees set out in this Agreement.
   
   
2. Breach by Mpower. If Mpower fails to comply with any material term or conditions of this Agreement, and fails to cure its breach of any material term or condition of this Agreement within thirty (30) days after Mpower's receipt of notice from Customer of such breach, Customer may terminate the Service that is the subject of such failure or non-observance. Except for charges incurred with continued use, the Customer shall have no further obligation to Mpower for the payment of charges incurred with continued use, the Customer shall have no further obligation to Mpower for payment of charges for the terminated circuit of Service after written notice to Mpower of termination after the expiration of the thirty (30) day notice period. Except for the provisions of Section 12, this subsection states Customer's exclusive remedy for a breach by Mpower.
   
   
3. Termination for Bankruptcy. Any proceeding in bankruptcy, reorganization, insolvency, liquidation, or receivership commenced by or against either Customer or Mpower shall entitle the other Party, upon twenty-four (24) hours' written notice, to terminate this Agreement and services provided. Not withstanding the foregoing, this Agreement will not be subjected to termination if the Customer or Mpower obtains within 60 days a dismissal of an involuntary action brought by a third party. In the event of a termination by Mpower under this subsection, Customer shall be liable for all charges incurred as of the termination date, and for such additional charges and fees as are set out in this Agreement.
   
   
4. Other Issues on Termination. In the event that Mpower initiates litigation under this Agreement, then, unless Customer prevails in such litigation by order or judgement, Mpower shall be entitled to recover its reasonable attorneys' fees and other costs of collection. Customer specifically acknowledges that numbers are an addressing convention as part of the North American Numbering Plan and that it has no right in any number(s) or address(es), and that Mpower is authorized not to transfer any transportable, toll-free, local, or other number or address to any other telecommunications provider if Customer has an outstanding balance on its Mpower account at the time this Agreement is terminated.

15. TERMINATION FEE FOR CERTAIN EARLY CANCELLATION(S). Company may terminate this Agreement without notice to Customer if Customer is in arrears in the payment of any amount, disputed or undisputed, which is due hereunder for more than thirty (30) days from the date of the initial bill or in less than thirty (30) days when in the judgment of Company, Customer lacks the financial ability to perform under this Agreement, Company may also terminate this Agreement without further notice to Customer if Company reasonably determines that Customer is misusing or abusing the system or is using such service for an unlawful purpose or if Customer breaches any provision, term, or condition of this Agreement.

If Company terminates this Agreement for cause, or Customer terminates this Agreement without cause, Customer shall pay early termination charges. If termination is prior to installation of service but after execution of this Agreement, early termination charges shall be those reasonable expenses incurred by Company through the date of termination. If termination is after activation of service, Customer will pay an early termination charge equivalent to the difference between the prevailing list price and discounted package rate for each month of actual service, plus any installation charges waived from the initial service date to the termination of this Agreement.

Customer agrees that the Termination Fee and the cancellation charges each are based on an agreed Minimum Usage commitment or term commitment, or both, by Customer and neither is a penalty.

16. WARRANTIES AND LIMITATION OF LIABILITY. The liability of the Company, if any, shall be limited to the extent provided in this Agreement. Company accepts liability for defacement or damage to the Customer's premises resulting from furnishing of a service only when such defacement or damage is caused solely by the gross negligence or willful misconduct of the Company. It would be impractical and extremely difficult to fix actual damages that may arise in situations where there may be a failure of the service or equipment provided by Company, due to the uncertain nature of the volume, content, and value of messages, signals, or communications transmitted and received by customer. Therefore, if any liability is imposed on Company, such liability shall be limited as provided herein, which shall be Company's sole and exclusive liability regardless of whether loss or damage is caused by the performance or nonperformance of Company's obligations under this agreement, or by negligence, active or otherwise, of Company, its employees, agents, or representatives. Neither Company nor customer shall be liable for any special, incidental, indirect, consequential, or punitive damages of any nature or for the loss of revenue, profit, data, or economic loss of any kind for any reason whatsoever.

The liability of the Company for damages arising out of mistakes, omissions, interruptions, delays, errors, or defects in the service or equipment provided by Company shall in no event exceed an amount equivalent to the proportionate charge to Customer for the affected service or equipment for the period during which mistake, omission, interruption, delay, or error of defect occurs.

17. MISCELLANEOUS.

1. ASSIGNMENT. Customer may not assign this Agreement or any of its rights or obligations herein without Mpower's prior written consent, which consent shall not be unreasonably withheld. Any unconsented assignment shall be void.
   
   
2. FORCE MAJEURE. Company shall be excused for any failure, delay, or interruption in performing its obligations hereunder that is due to causes or conditions beyond its control, including, without limitation, acts of God, elements, weather conditions, earthquakes, settlements, fire, accidents, sabotage, power failures, cable cuts, acts or omissions of governmental authorities (including regulatory authorities and courts), shortages of labor and materials, acts of third parties for which Company is not responsible, injunctions, labor disputes of every kind (including those which affect Company or its contractors, suppliers, or subcontractors), or any other condition or circumstance, whether similar to or different from the foregoing, which is beyond the control of Company or which cannot be prevented or remedied by reasonable effort and at reasonable expense.
   
   
3. ENTIRE AGREEMENT. This contract, including any Attachments agreed to by the Parties and terms and conditions of service as they may be amended from time to time on notice, along with any applicable tariff sections, represents the entire understanding between Mpower and Customer with respect to the Services and supersedes any prior written or oral offers or proposals provided by Mpower or its representatives not specifically incorporated herein by reference.
   
   
4. NO WAIVER. If either Party fails, at any time, to enforce any right or remedy available to it under this Agreement, that failure shall not be construed to be a waiver of the right or remedy with respect to any other breach or failure by the other Party.
   
   
5. CONSTRUE AGREEMENT TO BE VALID. In the event any of the provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the unaffected provisions of this Agreement shall remain in full force and effect to the extent practicable and consistent with the legitimate original expectations of the Parties. Mpower and Customer shall negotiate to substitute for such invalid, illegal, or unenforceable provision a mutually acceptable provision consistent with such original expectations.
   
   
6. APPLICABLE LAW. This Agreement shall be governed by New York law, and the parties agree that any related litigation may be brought in Federal courts or New York State, including Monroe County and courts within the Western District of New York. Customer and Mpower consent to personal jurisdiction in such courts.