Victory Communications - Telecommunication Solutions

GENERAL TERMS AND CONDITIONS

CONNECTIONS

All Customer equipment connected to Services in the U.S. shall comply with Part 68 of the F.C.C. Rules and Regulations, 47 C.F.R. Part 68 (commonly known as the F.C.C.’s Registration Program). When access or any other services are to be connected to XSI / VTI Services, they must be electrically compatible with the XSI / VTI Services.

Responsibilities of the Customer

The Customer assumes responsibility for the connection of Customer Equipment, access, or Customer-Provided Communications System as follows:

Compatibility With Service

The Customer is responsible for the compatibility of its equipment, systems or access with the Service. This responsibility applies at the initial installation and on a continuing basis as long as the connection is made.

Interface Information

The Customer must specify the type of interface that is required to enable the equipment, access, or system to function with the Service.

Changes to Service

XSI / VTI is not obligated to alter or modify Service because of additions or changes to Customer equipment or a Customer-Provided Communications System.

Customer-Provided Communications System Failures

When a Customer-Provided Communications System fails and the connection to Service is not through switching equipment, the Customer-Provided Communications System must be arranged to promptly return the Service to an idle (on-hook) state. In addition, the Customer must notify XSI / VTI when Customer's system fails.

Testing and Maintenance

If a trouble condition occurs, the Customer must determine whether the fault is in (1) the connected Customer equipment, access, or Customer-Provided Communications System, or (2) the XSI / VTI Service. XSI / VTI will test and maintain only the Service it provides.

Responsibilities of XSI / VTI

XSI / VTI will furnish and maintain its Service components in a manner suitable for Service. XSI / VTI is not responsible to Customer or any other party if a change in XSI / VTI's Service components, operations, or procedures, (1) affects in any way any facilities, Customer equipment or Customer communications systems provided by others, or (2) requires their modification or upgrade in order to be used with XSI / VTI Service.

PROVISION OF SERVICE

Services are offered subject to the availability of suitable Service components furnished by XSI / VTI or obtained from others. XSI / VTI will determine which of those components shall be used and make modifications to those components at its option.

Installation

Service will be installed subject to the availability of installation personnel, network capacity, site readiness, site environmental safety, equipment, and LEC Access. Installations will usually be made during XSI / VTI's normal business hours.

Standard installation intervals may vary by LEC, type of Service or option ordered, level of demand at that time, regional location, and other factors. When a Customer requests an interval that is shorter than the standard interval for that Service and XSI / VTI consents to the expedited date, an expedite charge may apply per order, as specified in the offer-specific section of this Service Guide.

XSI / VTI reserves the right to not install Services in locations XSI / VTI considers to be unduly hazardous.

Standard Interval

Standard intervals are an estimate of the time that it will take to provision service after receipt of a completed order. Standard intervals are not a guarantee that service will be provisioned in a specified period of time. Customer does not have the right to cancel service without penalty in the event XSI / VTI cannot deliver service in the specified interval below.

Standard intervals are:

Provision of Dedicated DS1 Service
30 calendar days
Provision of Dedicated DS3 Service
45 calendar days
8XX Service/Features
10 calendar days

Transfer or Assignment

Service, including any associated telephone numbers, may be transferred from Customer to another party only to the extent permitted by applicable laws, rules and regulations, and if both XSI / VTI and Customer consent to the transfer, the proposed new customer satisfies the XSI / VTI eligibility criteria for the Service and any XSI / VTI deposit conditions, and both the current Customer and proposed new customer sign XSI / VTI's specified Transfer of Service Agreement form. The XSI / VTI Transfer of Service Agreement may require the new customer to assume all of the current customer's obligations and the current Customer to remain jointly and severally liable for any obligations relating to the pre-transfer period.

Cancellation, Delay or Change of an Order

Customers are required to be ready to test and accept service (including having all necessary site preparation work completed) by the Due Date of an order. If Customer requests a delay of the Due Date of an order, charges may apply as specified in the section applicable to the specific Service. Unless otherwise specified within the specific Offer or Service sections, orders are subject to cancellation by XSI / VTI if Customer delays the Due Date for more than thirty (30) days. In such a case, the Customer must pay the applicable cancellation charge.

Unless otherwise specified in the specific Offer section, if an order for a Service element is delayed by XSI / VTI beyond 30 days of a confirmed Due Date and such delay is not caused by: inaccurate or incomplete order information provided by the Customer; a Customer-requested change after an order has been submitted to XSI / VTI; non-compliance of the Customer’s site with XSI / VTI’s site preparation requirements; third party access providers; or a force majeure event, the Customer may, as its sole remedy, cancel the order prior to installation of the affected Service element without liability for termination charges.

Agency Agreement

XSI / VTI will accept orders from one agent appointed by the Customer. An agency appointment must be sent to XSI / VTI in writing. If directed by the Customer, the bill will be sent to the agent. The bill will be issued in the name of the Customer, in care of the agent. The Customer retains responsibility for compliance with XSI / VTI requirements, payment of all bills to Customer's account and for any act or omission of the agent.

Local Access Facilities:

Customer Provided Local Access Facilities

Customer is responsible for ordering and paying expenses associated with the acquisition and use of local interconnection facilities, related telecommunications capacity and/or cross-connections (“Local Access”) between the designated termination point requested by Customer and an approved XSI / VTI vendor. Customer Provided Access (“CPA”) monthly recurring charges (“CPA Charges”) may apply when the Customer elects to order its own Local Access from another carrier. Customer must identify the local access carrier at the time of order and provide XSI / VTI with a Letter of Authorization (“LOA”) and Connecting Facility Assignment (“CFA”), if applicable. XSI / VTI will notify the Customer if CPA charges will apply. Customer acknowledges that XSI / VTI cannot disconnect or terminate Customer ordered Local Access. Therefore, in order for XSI / VTI to process a Customer disconnect Order for Services provided under this Agreement, Customer must first provide XSI / VTI with the written Disconnect Firm Order Confirmation (“DFOC”) notice(s) from the local access carrier. If Customer fails to provide XSI / VTI with the DFOC, then Customer shall remain liable for CPA charges and DS1 revenue minimums.

XSI / VTI Provided Local Access Facilities

Should Customer desire that XSI / VTI provide Local Access facilities, Customer is responsible for charges, including without limitation, monthly charges, usage charges, installation charges, applicable termination/cancellation charges, or non-recurring charges, of the provider(s) of Local Access facilities. In doing so, XSI / VTI shall be responsible for provisioning and the initial testing of the Local Access (reasonably coordinated with Start of Service Date). Customer acknowledges that the rates and charges described in the Service Order are based on the commitment of Customer to utilize the Local Access facilities for a specified minimum period of time. The Minimum Service Term for each Local Access facility shall be for a period of not less than twelve (12) months and shall begin on the date (the “Start of Service Date”) on which Customer accepts delivery of such Local Access facility or five (5) days after XSI / VTI notifies Customer that the Local Access facility is available for use, whichever is sooner, unless Customer notifies XSI / VTI within said five (5) day period that the Local Access facility is in material non-compliance with prevailing telecommunications industry standards. In the event of notice of material non-compliance, XSI / VTI shall promptly take such reasonable action as necessary to correct any such non-compliance with the Local Access facility and shall, upon correction, notify Customer of a new Start of Service Date. Upon expiration of the Minimum Service Term, each Local Access facility shall automatically renew and remain in effect for consecutive one (1) month terms, unless either party gives thirty (30) days prior written notice that such party does not consent to extension. If Local Access facilities are terminated prior to the expiration of their applicable Minimum Service Term, XSI / VTI may collect the total of all charges specified in the Service Order throughout the remainder of each Local Access facility’s Minimum Service Term as a single amount, which shall become due and payable upon written notification to the Customer of this election by XSI / VTI.

BILLING

Credit

Customer’s execution of this Agreement signifies Customer’s acceptance of XSI / VTI’s initial and continuing credit approval procedures and policies. XSI / VTI reserves the right to withhold initiation of full implementation of Services under this Agreement pending initial satisfactory credit review and approval thereof which may be conditioned upon terms specified by XSI / VTI including, but not limited to, security for payments due hereunder in the form of a cash deposit, guarantee, irrevocable letter of credit, or other means. Upon request by XSI / VTI at any time, Customer agrees to provide financial statements or other indications of financial circumstances. As may be determined by XSI / VTI, in its sole discretion at any time, if the financial circumstances or payment history of Customer is, or becomes unacceptable, XSI / VTI may require a new or increased deposit, guarantee or irrevocable letter of credit at XSI / VTI’s discretion, to secure Customer’s payments for the term of the Agreement. Upon failure of Customer to provide the requested security, XSI / VTI may suspend service.

Billing Disputes

All Bona Fide Disputes along with complete documentation must be submitted by Customer in writing within thirty (30) calendar days of the date of the invoice in question. Customer's failure to notify XSI / VTI within thirty (30) calendar days of the invoice shall create an irrefutable presumption of the correctness of the charges contained in the invoice. Customer must provide in its written notification sufficient detail including XSI / VTI’s invoice number, the dispute period, the amount in dispute, the service in dispute, reason for the dispute and detailed supporting documentation. An amount will not be considered “in dispute” until Customer has provided XSI / VTI with written notification and complete documentation of the Bona Fide Dispute. In the event the Parties conclude that the disputed charges or part thereof is resolved in favor of and is owing to Customer, such charges and any associated late fees shall be thereafter credited to Customer's next invoice. In the event, the Parties conclude the disputed charges or part thereof is resolved in favor of and owing to XSI / VTI, Customer shall be obligated to pay all such charges and any associated late fees to XSI / VTI within seventy-two (72) hours of such determination. The Parties shall use their best efforts to negotiate in good faith to resolve the disputed invoice within seven (7) business days of notice given by Customer.

Minimum Utilization Requirement

Each DS1 circuit used has a minimum monthly revenue requirement of Seven Hundred Dollars ($700.00), provided however that this is an aggregate revenue requirement which shall be averaged across all active Customer’s DS1 circuits (“Minimum Facility Utilization”). Following a one time ramp-up period of the first month after Service activation, if, in any given monthly billing period, the Customer fails to meet or exceed the Minimum Facility Utilization, XSI / VTI has the right to charge, in addition to all other appropriate charges, an underutilization fee equal to Seven Hundred Dollars ($700.00) times the number of DS1 circuits minus the amount of usage billed. Although this charge may be waived in any month, it does not negate XSI / VTI's right to assess the charge in subsequent months.

Call Jurisdiction

(a) For the purpose of determining each call's jurisdiction (Interstate or Intrastate), Customer acknowledges that the originating and terminating information in the call stream data [i.e. Calling Party Number (CPN), Local Routing Number (LRN), Originating and Terminating ANI, etc.] will be used to assign jurisdiction. Local Number Portability (LNP) will be used in determining jurisdiction and is addressed by using a combination of fields in the call stream to accurately determine the originating or terminating end office. In the event that the appropriate call jurisdictional information (a valid ANI is a 10-digit telephone number with a valid NPA/NXX; a 8XX number is not a valid ANI) is not available to VTI/XSI in the call stream, the jurisdiction of Customer’s calls will be determined, by the location of Customer’s Service Interconnection and the state where VTI/XSI terminated or originated the call, as applicable. Customer agrees to indemnify VTI/XSI for any liability VTI/XSI incurs due to Customer’s traffic not containing appropriate call jurisdictional information.

(b) In the event VTI/XSI or any other third party requires an audit of VTI/XSI’s interstate/intrastate minutes of traffic, Customer agrees to cooperate in such audit at its expense and make its call detail records, billing systems and other necessary information reasonably available to VTI/XSI or any third party solely for the purpose of verifying Customer’s interstate/intrastate minutes of traffic. Customer agrees to indemnify and hold VTI/XSI harmless for any failure to provide accurate originating information available to VTI/XSI’s billing system and any liability VTI/XSI incurs in the event Customer’s interstate/intrastate minutes of traffic are different that that determined by the audit.

ANCILLARY CHARGES

The following charges are associated with service provisioned by XSI / VTI with MCI and are subject to change upon sixty (60) days prior written notice by XSI / VTI. Any charges not specifically addressed herein will be determined on an individual case basis. Unless otherwise agreed to in writing, the changes herein only apply to new service installed on or after the date this Exhibit B is executed by both parties.

NON-RECURRING CHARGE SCHEDULE

1. ORDER EXPEDITE CHARGES:	DS-3	DS-1	DS-0
PER CIRCUIT	$125.00	$125.00	$50.00
PER CROSS-CONNECT	$125.00	$75.00	N/A
INITIAL LOCAL ACCESS ASR*	$25.00	$25.00	$25.00
MODIFICATION TO ASR*	$100.00	$50.00	$25.00

EXPEDITE CHARGES: Expedite charges apply when Customer requests installation of Service in less time than otherwise established by XSI / VTI/MCI’s published intervals. XSI / VTI will charge for the expedited handling of the order and will pass along to Customer any LEC expedite charges associated with Customer’s request for expedited installation. When LEC expedite charges are incurred for reasons other than Customer’s expedite request, these charges will not be passed on to Customer.

2.CHANGE OF REQUESTED SERVICE DATE ONLY CHARGES (ORDER SUPPLEMENT):

FIRST CHANGE AND STANDARD NOTICE:	DS-3	DS-1	DS-0
PER CIRCUIT OR CROSS-CONNECT	N/C	N/C	N/C
PER LOCAL ACCESS ASR*	$25.00	$25.00	$25.00

PLUS ANY CHARGES INCURRED BY XSI / VTI/MCI FROM THIRD PARTY SERVICE PROVIDERS

SUBSEQUENT CHANGES OR SHORT NOTICE:	DS-3	DS-1	DS-0
PER CIRCUIT	$125.00	$125.00	$125.00
PER CROSS-CONNECT	$125.00	$125.00	N/A
PER LOCAL ACCESS ASR*	$25.00	$25.00	$25.00
MODIFICATION TO ASR*	$100.00	$50.00	$25.00

PLUS ANY CHARGES INCURRED BY XSI / VTI/MCI FROM THIRD PARTY SERVICE PROVIDERS

CHANGE OF REQUESTED SERVICE DATE CHARGES (ORDER SUPPLEMENT):

These charges apply when a change of the Requested Service Date is the only Customer modification to the original Service Order relevant to the Service in question. The amount of the charge depends on when in the stage of order processing Customer’s request is made to XSI / VTI/MCI and whether the Requested Service Date for the Service in question has been previously modified. If the first request to change a Requested Service Date is received more than ten (10) working days prior to the original Requested service Date request “(Standard Notice”), there will be no charge. If the Requested Service Date has been changed once already, or if the request is made within ten (ten) working days of the established Requested Service Date (“Short Notice”), the applicable charge will apply. An ASR charge will be assessed whenever a change of Requested Service Date is made with respect to Service Orders pursuant to which XSI / VTI/MCI is to act as agent to obtain Local Access. When Customer requests that a Requested Service Date be changed, the new Requested Service Date is to be within thirty (30) days of the previous Requested Service Date. If the new Requested Service Date is more than thirty (30) days following the previous Requested Service Date, or is unknown, the Service affected thereby will be deemed to be canceled by Customer and subject to applicable cancellation charges. In no event will XSI / VTI/MCI be obligated to accept more than three (3) changes to a Requested Service Date, and as of the fourth (4th) such request the Service in question will be deemed to be canceled by customer and subject to applicable cancellation charges. A change of Requested Service Date charge also applies when Customer requests an earlier Requested Service Date that does not require an expedited installation interval. If an expedited interval is required, the Order Expedite Charge supersedes the Change of Requested Service Date Charge. Customer will also be charged for any charges incurred by XSI / VTI/MCI from third party providers of facilities or services relevant to Service affected by change Requested Service Date.

3.CHANGE OF ORDER CHARGES (ORDER SUPPLEMENT):

ADMINISTRATIVE CHANGES:	DS-3	DS-1	DS-0
PER CIRCUIT OR CROSS-CONNECT	N/C	N/C	N/C
PER LOCAL ACCESS ASR*	$25.00	$25.00	$25.00

NON-ADMINISTRATIVE CHANGES:	DS-3	DS-1	DS-0
PER CIRCUIT	$250.00	$125.00	$100.00
PER CROSS-CONNECT	$200.00	$100.00	N/A
PER LOCAL ACCESS ASR*	$25.00	$25.00	$25.00

CHANGE OF ORDER CHARGES (ORDER SUPPLEMENT): Change of Order Charges apply when Customer requests a modification to the information contained in a fully executed or binding Service Order prior to completion of installation of the circuit (ICOM) other than a change of Requested Service Date. Administrative changes (e.g. billing address, contact, etc.) will be made without charge. There will be an ASR charge for Administrative Changes with respect to Service Orders pursuant to which XSI / VTI/MCI is to act as agent to obtain Local Access. Change of Order is defined as a change of Local Access Service type (voice grade to data grade or vice versa), change of transmission speed (speed of DS-0, e.g. 4.8 to 9.6), transmission mode or termination interface (WASH.CPT to WASH.ICC), or to reflect a partial cancellation of the order. Order Cancellation Charges as described in Section 4 below will apply if the origination or termination city changes (e.g., DLLS.SWB to HSTN.SWB). Order modifications outside this Change of Order definition will be deemed as Customer’s cancellation of affected Service and as an order for a new Service which must be described in Service Order.

Change of Order Charges apply if the change necessitates a modification of the local access portion of the circuit (e.g. change – local access from ESF to B8ZS or 56K/DS0 to 56K DDS). Local Access ASR Change of Order Charges apply if the change requires a change in a LEC ASR or that a new ASR be sent. For example, a change on a DS-0 order form 2-wire to 4 wire local loops requires a new ASR, but does not require nay change to the XSI / VTI/MCI circuit. There would, therefore, be an ASR Change of Order charge, but not a Circuit Change of Order charge. Charges apply per affected circuit or ASR, not per Service Order in which the affected Service (which may be comprised of multiple circuits one or more of which may be affected by the change order) was originally described.

4. ORDER CANCELLATION CHARGES:

NON-ADMINISTRATIVE CHANGES:	DS-3	DS-1	DS-0
PER CIRCUIT	$250.00	$125.00	$100.00
PER CROSS-CONNECT	$250.00	$100.00	N/A
PER LOCAL ACCESS ASR*	$25.00	$25.00	$25.00

ORDER CANCELLATION CHARGES: Order Cancellation Charges apply for orders canceled prior to completion of installation (ICOM). These charges are applied in addition to any cancellation charges specified in the relevant Service agreement between XSI / VTI/MCI and Customer or cancellation charges relevant to associated M13, DCS, Echo Cancellation equipment or incurred by XSI / VTI/MCI from third party service providers. Cancellation charges apply per Circuit.

5. CHANGE OF SERVICE CHARGES (CHANGE OR RECONFIGURATION OF EXISTING SERVICE):

Administrative changes:	DS-3	DS-1	DS-0
PER CIRCUIT OR CROSS-CONNECT	N/C	N/C	N/C
PER LOCAL ACCESS ASR*	$25.00	$25.00	$25.00

NON-ADMINISTRATIVE CHANGES:	DS-3	DS-1	DS-0
PER CIRCUIT	$200.00	$150.00	$75.00
PER CROSS-CONNECT	$100.00	$25.00	N/A
PER LOCAL ACCESS ASR*	$25.00	$25.00	$25.00

Change of service CHARGES: Change of Service charges apply to Customer orders for changes made after a circuit has completed installation (ICOM). Administrative changes, i.e., changes to Customer’s files such as billing address, billing contact, etc., will only be charged on affected Service for which XSI / VTI/MCI also administers relevant Local Access. The Change of Service Charge will be applied per Local Access ASR. Changes to initial cross-connects requested by Customer are covered under Cross-connect Re-arrangement Charges.

Non-Administrative Change charges apply to orders that are re-engineered due to Customer requested change in Local Access Service type (e.g., 2-wire to 4-wire), transmission speed,, Transmission mode (e.g., AMI to B8ZS), IXC or Local Access termination location or terminating equipment (DACS, MUX, cross-connects, etc.). Changes which require only modification of Local Access, but do not affect relevant IXC (e.g. 2-wire loop to 4-wire loop) will only result in a charge for the ASR(s) required to effect the order. Any LEC charges or third party service provider incurred by XSI / VTI/MCI because of a Customer requested change will be passed on to the Customer.

6. CROSS-CONNECT REARRANGEMENT CHARGES:

ASSOCIATED WITH DCS OR M13 - $50.00

M13 RE-ARRANGEMENT CHARGES

PER DS-1 CONNECTION - $25.00
MAXIMUM PER ORDER - $150.00

DCS RE-ARRANGEMENT CHARGE

PER DS-0 CONNECTION - $25.00

MAXIMUM PER ORDER - $150.00

LEC D4 CHANNEL BANK

PER SPECIAL ACCESS ASR* - $25.00

CROSS-CONNECT RE-ARRANGEMENT CHARGES: Cross-connect Re-arrangement charges apply when Customer requests to be cross-connected to a higher level circuit(s) that are already being paid for by the customer (i.e. slotted end POP to end POP on a customer’s service).

7. ROLL UP CHARGES (PRE-ENGINEERING & CHANGE OF CROSS CONNECTS):

Non-Recurring

Roll-up DS-0 to DS-1 CIRCUIT - $150.00

Roll-up DS-0 to DS-1 ASR’S - $100.00

Roll-up DS-1 to DS-3 CIRCUIT - $150.00

Roll-up DS-1 to DS-3 ASR’S - $100.00

ROLL-UP CHARGES: When permitted by terms of the relevant Service agreement between XSI / VTI/MCI and Customer or as otherwise agreed to in a writing subscribed to by authorized representatives of Customer and XSI / VTI/MCI, Customer requested upgrades of either multiple XSI / VTI/MCI provided DS-0’s to a new XSI / VTI/MCI provided DS-1 Local Access circuit, or multiple DS-1’s to a new XSI / VTI/MCI provided DS-3 Local Access circuit, will be subject to a single lump-sum re-engineering and/or ASR charge, rather than a charge for the re engineering of each of the existing circuits individually.

8. ADDITIONAL INSTALLATION/MAINTENANCE/ENGINEERING CHARGES:

During normal hours - $100.00 per hour, per person
AFTER normal hours
$125.00 per hour, per person

ADDITIONAL INSTALLATION/MAINTENANCE CHARGES: Additional Installation and/or Maintenance Charges apply when Customer requests installation or circuit changes to be effected outside of normal business hours for XSI / VTI/MCI. These charges also apply when a Customer requests and XSI / VTI/MCI agrees to perform other engineering, design or activities which are not provided by XSI / VTI/MCI as part of its then standard design and installation of Service.

Customer Provided Equipment failure charge: Applies when customer has utilized extensive XSI / VTI/MCI resources to determine the cause of an issue to be the customer provided Equipment. $250 Non-Recurring Charge

9. SWITCH PORT INSTALLATION:

Non-Recurring
IN ADDITION TO LOOP CHARGES - $150.00

switch port installation: DS-1 circuits comprising all Service Interconnections will be subject to a nonrecurring $200 per DS-1 switch port installation charge (provided the maximum charge hereunder will be $1,000 for up to 28 DS-1’s ordered at the same time), and DS-3 circuits comprising all Service Interconnections will be subject to a nonrecurring per DS-3 switch port installation charge as determined on an individual case basis.

MONTHLY RECURRING AND NO-RECURRING CHARGE SCHEDULE

10. CROSS-CONNECT CHARGES:

ASSOCIATED WITH DCS OR M13	$50.00

M13 RE-ARRANGEMENT CHARGES
PER DS-1 CONNECTION	$25.00
MAXIMUM PER ORDER	$150.00

DCS RE-ARRANGEMENT CHARGE
PER DS-0 CONNECTION	$25.00
MAXIMUM PER ORDER	$150.00

LEC D4 CHANNEL BANK
PER SPECIAL ACCESS ASR*	$25.00

Where facilities exist, XSI / VTI/MCI will provide cross connects as outlined. If facilities do not exist, additional time and material charges to construct facilities within the build would apply. Cross Connect Charges are applicable in instances where connections are required, including but not limited to, the following configurations:

Customer requests a connection with in the same city between:
*A POP and XSI / VTI/MCI Network Collocation space.

Cross-connect Charges are determined by the level and type of facilities being connected. Initial cross-connects will be provided at no additional charge when there is an associated XSI / VTI/MCI provided local access circuit of the same level (i.e. DS-1 cross-connect with associated XSI / VTI/MCI provided DS-1 local access circuit) or when the DS-1 or DS-3 terminates to a XSI / VTI/MCI-provided DACS or M13 and there is a subordinate local access circuit usage. Charges for additional cross-connects after initial installation or reconfiguration of existing cross-connects are covered under the Cross-Connect Re-Arrangement Charges.

11. M13 MULTIPLEXING CHARGES:**

	Non-Recurring
Roll-up DS-0 to DS-1 CIRCUIT	$150.00
Roll-up DS-0 to DS-1 ASR’S	$100.00
Roll-up DS-1 to DS-3 CIRCUIT	$150.00
Roll-up DS-1 to DS-3 ASR’S	$100.00

M13 MULTIPLEXING (DS-3 to DS-1) CHARGES: This Service provides M13 multiplex equipment (MUX) in a XSI / VTI/MCI or XSI / VTI/MCI designated third party POP to perform the function of deriving up to twenty-eight (28) DS-1 level circuits out of a single DS-3 level Circuit. M13 Multiplexing Service is only available at the XSI / VTI/MCI approved M13 locations.

Charges: M13 Multiplexing Charges are applied on a per M13 basis and automatically apply when FT-3 (fractional DS-3) Service is provided. M13’s will not be provided without an associated XSI / VTI/MCI provided full DS-3 circuit. Initial cross-connects necessary to establish this Service are included in the M13 Multiplexing Charges. Charges for additional cross-connects after initial installation or reconfiguration of existing cross-connects are covered under Cross-Connect Re-arrangement Charges. Charges for DS-3 to DS-1 Drop & Insert applications are applied based upon the number of M13’s utilized. When Customer requires that XSI / VTI/MCI be able to isolate and test individual DS-1 channels on a DS-3 circuit connected to M13 multiplexing equipment, the DS-3 Sub-Rate Maintenance Charge will also apply.

12. DCS (or DACS) SERVICE:***

During normal hours	$100.00 per hour, per person
AFTER normal hours	$125.00 per hour, per person

DIGITAL CROSS-CONNECT SERVICE (DCS or DACS) CHARGES: DCS/DACS service provides m4 multiplex equipment (DCS/DACS) in a XSI / VTI/MCI or XSI / VTI/MCI designated third party POP to perform the function of deriving up to twenty-four (24) DS-0 level circuits out of a single DS-1 level circuit. DSC Service is only available at XSI / VTI/MCI approved DCS locations.

Charges: The charge for DCS is applied per DCS/DACS. XSI / VTI/MCI is under no obligation to provide DCS for use in conjunction with transmission services not provided by XSI / VTI/MCI. Charges for cross-connects after installation or reconfiguration of existing cross-connects are covered under Cross-Connect Re-Arrangement Charges.

13. SUB-RATE MAINTENANCE CHARGES:

A. DS-3 SUB RATE MAINTENANCE

	Monthly Recurring	Non-Recurring
PER DS-1 CHANNEL	$50.00	N/C
MAXIMUM PER DS-1	$500.00	N/C

B. DS-1 SUB RATE MAINTENANCE

	Monthly Recurring	Non-Recurring
PER DS-0 CHANNEL	$25.00	N/C
MAXIMUM PER DS-1	$250.00	N/C

SUB-RATE MAINTENANCE CHARGES: Sub-Rate Maintenance Charges are applied to recover and compensate XSI / VTI/MCI for the additional administration and maintenance costs incurred by XSI / VTI/MCI when higher capacity service (DS-3 and DS-1) is broken down into lower level channels which require individual tracking, testing and maintenance. DS-3 Sub-Rate Maintenance Charges will apply when a DS-3 – local access circuit has associated M13 MUX equipment and XSI / VTI/MCI is responsible for testing and maintaining individual DS-1 channels within the DS-3 local access circuit. DS-1 Sub-Rate maintenance Charges will apply when a DS-1 local access circuit is connected to multiple DS-0 level (VF or DDS) Local Access channels either through XSI / VTI/MCI DCS or through LEC provided D4 Channel Banks. DS-1 Sub-Rate maintenance charges will also apply when XSI / VTI/MCI DCS equipment is used to Drop & Insert channels between DS-1 –local access circuits and XSI / VTI/MCI is responsible for testing and maintaining individual DS-0 channels within a DS-1 local access circuit.

Charges: Pricing of DS-3 and DS-1 Sub-Rate Maintenance are applied per sub-rate Local Access channel end with a maximum change per DCS or M13 MUX. Where M13 or DCS connection are to be made between different Services provided to two different XSI / VTI/MCI customers, the customer ordering the connection(s) will be charged by XSI / VTI/MCI for the applicable Sub-Rate maintenance.

14. ISDN PRI:

	Monthly Recurring
OPTION 1 – PER DATA “D” CHANNEL (maximum of $500 per DS3) (PLUS ANY ISDN LOCAL ACCESS CHARGES)	$25.00

Monthly Recurring

OPTION 1 – PER DATA “D” CHANNEL (maximum of $500 per DS3)

(PLUS ANY ISDN LOCAL ACCESS CHARGES)

$25.00

15. ENTRANCE FACILITY CHARGES:

	Monthly Recurring	Non-Recurring
A. ENTRANCE FACILITY – DS-0	$50.00	$50.00
B. ENTRANCE FACILITY – DS-1	$155.00	$150.00
C. ENTRANCE FACILITY – DS-3	$1,250.00	$350.00

Entrance Facility charges apply when the customer orders their own local access loop from an RBOC. Entrance Facility charges will NOT apply when the customer orders the local access from a CLEC or MFS directly.

CLEC examples are Time Warner, ELI, ICG, XO, etc

RBOC: Ameritech, Verizon, BellSouth, PacBell, Southwestern Bell, Qwest

16. Miscellaneous Charges:

	MRC	NRC	Change
DIRECTORY ASSISTANCE	$0.65	$0.00	NA
PAYPHONE SURCHARGE (per Call)	$0.65	$0.00	NA
CDR DELIVERY (per CD ROM)	$75.00	$0.00	NA

17. 8XX Charges:

	MRC	NRC	Change
EXTENDED CALL COVERAGE (AK,HI,PR,USVI,CAN)	$0.00	$0.00	N/A
DNIS DELIVERY (per Order/per Arrangement)	$0.00	$50.00	NA
ANI DELVIVERY (per Order/per Arrangement)	$0.00	$50.00	NA
SMS FEE (per 8XX Number)	$0.80	$0.50	NA
NASC FEE (per 8XX Number)	$0.80	$75.00	NA
PAYPHONE BLOCKING (per 8XX Number)	$3.00	$75.00	$75.00
ANI BLOCKING (per 8XX Number)	$3.00	$75.00	$75.00
NATIONAL 8XX LISTING (per 8XX Listed)	$50.00	$75.00	$75.00
DIRECT TERMINATION OVERFLOW (per 8XX Listed)	$30.00	$75.00	$75.00
AREA CODE BLOCKING (per 8XX Listed)	$30.00	$75.00	$75.00
DAY OF WEEK ROUTING (per 8XX Listed)	$30.00	$75.00	$75.00
HOLIDAY ROUTING (per 8XX Listed)	$30.00	$75.00	$75.00
TIME OF DAY ROUTING (per 8XX Listed)	$30.00	$75.00	$75.00
PERCENT ALLOCATION ROUTING (per 8XX Listed)	$30.00	$75.00	$75.00
GEOGRAPHIC ROUTING (per 8XX Listed)	$30.00	$75.00	$75.00
DISCONNECT MESSAGE REFERRAL (per 8XX Listed)	$30.00	$75.00	$75.00

NOTES:

*APPLIES PER CIRCUIT, PLUS ANY CHARGES INCURRED BY XSI / VTI/MCI FROM THIRD PARTY SERVICE PROVIDERS

**PRE START OF SERVICE CANCELLATIONS WILL BE SUBJECT TO THE STATED NON-RECURRING CHARGE, IF ANY, AND TWELVE (12) TIMES THE STATED MONTHLY RECURRING CHARGE. Cancellation following START of service an BEFORE competing TWELVE (12) months of service will be SUBJECT TO A CANCELLATION CHARGE EQUAL TO THE DIFFERENCE BETWEEN THE TOTAL RECURRING CHARGES FOR THE SERVICE PERIOD COMPLETED AND TWELVE (12) TIMES THE STATED MONTHLY RECURRING CHARGE.

DISCONNECT MESSAGE REFERRAL (per 8XX Listed)

***PRE START OF SERVICE CANCELLATIONS WILL BE SUBJECT TO THE STATED NON-RECURRING CHARGE, IF ANY, AND THREE (3) TIMES THE STATED MONTHLY RECURRING CHARGE. CANCELLATION FOLLOWING START OF SERVICE AND BEFORE COMPLETING THREE (3) MONTHS OF SERVICE, WILL BE SUBJECT TO A CANCELLATION CHARGE EQUAL TO THE DIFFERENCE BETWEEN THE TOTAL RECURRING CHARGES FOR THE SERVICE PERIOD COMPLETE AND THREE (3) TIMES THE STATED MONTHLY RECURRING CHARGE.

N/A = NOT APPLICABLE

IXC = INTEREXCHANGE

N/C = NO CHARGE

LAP = LOCAL ACCESS PROVIDER/LEC

ASR = ACCESS SERVICE REQUEST

LEC = LOCAL EXCHANGE PROVIDER/LAP

CFA = CARRIER/CONNECTING FACILITY ASSIGNMENT

EF = ENTRANCE FACILITY

ICB = INDIVIDUAL CASE BASIS

DISCONTINUANCE AND SUSPENSION OF SERVICE

Termination/Discontinuance by XSI / VTI

XSI / VTI may terminate Services and suspend the performance of any of its obligations hereunder and XSI / VTI shall have no further obligation to provide the Services requested by Customer if:

(i) Customer fails to pay any amount in accordance with this Agreement or fails to furnish a security deposit as may be required pursuant to this Agreement; or

(ii) Customer breaches any material provision of this Agreement, other than those related to payment of charges, and fails to cure such breach within thirty (30) calendar days after the receipt of notice thereof; or

(iii) Customer fails to maintain the licenses, approvals or other authorizations in accordance with this Agreement or uses the Services for any unlawful, unauthorized or fraudulent purpose or in any unlawful or materially abnormal manner; or

(iv) In the reasonable judgment of XSI / VTI and upon thirty (30) calendar days prior written notice, the passage or adoption of any law, rule, regulation will make it materially more expensive or difficult to provide Services under this Agreement, or

(v) Customer fails to activate Services by passing minutes of use within thirty (30) calendar days after notification by XSI / VTI that Services are available for activation (testing and turn-up of Services).

Suspension by XSI / VTI

In the event payment in full is not received from Customer on or before the Past Due Date, or Customer fails to furnish a security deposit and/or reroute traffic as may be required by this Agreement, XSI / VTI shall also have the right, after giving Customer twenty-four (24) hours prior written notice, via overnight delivery service, email or facsimile transmission, to suspend all or any portion of Services until such time as Customer has paid in full all charges then due, including any late fees as specified herein.

Termination by Either Party

Either Party may terminate this Agreement if:

(i) The other Party ceases doing business as a going concern, makes an assignment for the benefit of creditors, admits in writing to its inability to pay its debts as they become due; or

(ii) The other Party files a voluntary petition in bankruptcy, is adjudicated a bankrupt or an insolvent; or

(iii) The other Party files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future voluntary petition in bankruptcy, is adjudicated a bankrupt or an statute, law or regulation or files an answer admitting the material allegations of a petition filed against it in any such proceeding; or

(iv) The other Party consents or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any substantial part of its assets or properties, or it or its shareholders shall take any action looking to its dissolution or liquidation; or

(v) The other Party fails to perform any material obligation under this Agreement or violates any material term or condition of this Agreement, including a payment or security obligation, (“Cause”), and such failure or violation is not cured within thirty (30) calendar days [24 hours for a payment or security default] following receipt of a default notice from the other Party, then the other Party shall have the right to terminate this Agreement upon written notice to the defaulting Party.

Termination for Convenience

Either Party may terminate this Agreement for convenience upon thirty (30) days advance written notice, and the parties shall have no further obligations under this Agreement except for payment due for any Services rendered by XSI / VTI prior to the effective date of such termination for which Customer has not paid to XSI / VTI and which is due under this Agreement.

Cancellation/Termination Charges

If Customer terminates Service, Customer shall only be obligated to pay for charges accrued but unpaid as of the termination date. Where a Customer cancels a Service Order prior to the start of Service, a cancellation charge equal to the actual costs incurred by XSI / VTI may apply. Such cost could include termination liabilities associated with local access ordered on the behalf of the Customer.

WARRANTIES, LIMITATION OF LIABILITY AND INDEMNIFICATION

Disclaimer of Warranties

EXCEPT FOR THE WARRANTIES STATED IN THIS AGREEMENT, XSI / VTI MAKES NO REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, CONCERNING THE SERVICES PROVIDED HEREUNDER OR DESCRIBED HEREIN. XSI / VTI SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES; INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

Limitation of Liability

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON, FIRM, ENTITY, OR THIRD PARTY IN ANY RESPECT, FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO, ANY LOST OF USE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF PROFITS, LOSS OF CUSTOMERS OR GOODWILL AND REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY OR TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE OF ANY KIND, AND REGARDLESS WHETHER A PARTY WAS ADVISED, HAD REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF LIABILITY. XSI / VTI SHALL NOT BE LIABLE FOR THE ACTS, ERRORS, OMISSIONS OR DELAYS CAUSED BY THIRD PARTY VENDORS. UNLESS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, ANY XSI / VTI LIABILITY TO CUSTOMER FOR ANY DAMAGES OF ANY KIND SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED $25,000. REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND LIMITED TO THOSE EXPRESSLY STATED IN THIS AGREEMENT.

Indemnification

Each party shall indemnify ("Indemnifying Party") and hold harmless the other Party and its respective officers, directors, employees, and stockholders (the "Indemnified Party") harmless from and against, any and all claims, demands, suits, actions, causes, losses, damages, assessments or payments brought by third parties to the extent they arise from or in connection with the Indemnifying Party or its contractors, consultants, agents and suppliers: (a) fault or negligence; (b) performance of this Agreement; (c) failure to comply with applicable laws; or (d) breach of this Agreement. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any known claims covered by this indemnity. Promptly after receipt of such notice, the Indemnifying Party shall assume the defense of such claim. If the Indemnified Party so elects, the Indemnified Party may also participate in the defense of such actions by employing counsel at its expense, without waiving the Indemnifying Party's obligations to indemnify or defend. Neither party shall settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the other party and without an unconditional release of all liability by each claimant or plaintiff to the Indemnified Party.