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<br />QWEST ISDN PRS lOSS Advanced SPRING ACTION OFFER
<br />March 10, 2008 - June 6, 2008
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<br />THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED. WITH REGARD TO ANY SERVICE RELATED CLAIM BY
<br />CUSTOMER FOR DAMAGES THAT IS NOT LIMITED BY THE PRECEDING SENTENCE, CUSTOMER'S EXCLUSIVE REMEDIES
<br />FOR SUCH CLAIM WILL BE LIMITED TO THE APPLICABLE OUT-OF-SERVICE CREDITS, IF ANY. This limitation of liability will not
<br />apply to a party's indemnification obligations or Customer's payment obligation for charges under this Agreement, (e.g., Service
<br />charges, Taxes, interest, and termination or cancellation charges).
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<br />11. Personal Injury, Death, and Property Damage. Each party will be responsible for the actual, physical damages it directly
<br />causes to the other party in the course of its performance under this Agreement, limited to damages resulting from personal injury or
<br />death to a party's employees and loss or damage to a party's personal tangible property arising from the negligent acts or omissions of
<br />the liable party; PROVIDED, HOWEVER, THAT NEITHER PARTY, ITS AFFILIATES, AGENTS, OR CONTRACTORS WILL BE
<br />LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY
<br />LOST PROFITS OR REVENUES OR LOST DATA OR COSTS OF COVER.
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<br />12. Confidentiality; Publicity. Neither party will, without the prior written consent of the other party: (a) disclose any of the terms
<br />of this Agreement or use the name or marks of the other party or its Affiliates; or (b) disclose or use (except as expressly permitted by,
<br />or required to achieve the purposes of, this Agreement) the Confidential Information of the other party. Qwest's consent may only be
<br />given by its Legal Department. A party may disclose Confidential Information if required to do so by a governmental agency, by
<br />operation of law, or if necessary in any proceeding to establish rights or obligations under this Agreement, provided that the disclosing
<br />party gives the non-disclosing party reasonable prior written notice. "Confidential Information" means any information that is not
<br />generally available to the public, whether of a technical, business or other nature and that: (c) the receiving party knows or has reason
<br />to know is confidential, proprietary or trade secret information of the disclosing party; andlor (d) is of such a nature that the receiving
<br />party should reasonably understand that the disclosing party desires to protect such information against unrestricted disclosure.
<br />Confidential Information will not include information that is in the public domain through no breach of this Agreement by the receiving
<br />party or is already known or is independently developed by the receiving party.
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<br />13. Governing Law; Dispute Resolution.
<br />13.1 Governina Law: Forum. This Agreement will be governed by the laws of the state of Colorado, except with regard to matters
<br />which are within the exclusive jurisdiction of the state or federal regulatory agency. Those matters alone will be governed by the laws of
<br />the appropriate jurisdiction. Any legal proceeding relating to this Agreement will be brought in a U.S. District Court, or absent federal
<br />jurisdiction, in a state court of competent jurisdiction, in the location of the party to this Agreement not initiating the action, as indicated
<br />in the Notices section. But Qwest may, at its discretion, initiate proceedings in Denver, Colorado to collect undisputed amounts billed.
<br />This provision is not intended to deprive a small claims court or state agency of lawful jurisdiction that would otherwise exist over a
<br />claim or controversy between the parties.
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<br />13.2 Waiver of Jurv Trial and Class Action. Each party, to the extent permitted by law, knowingly, voluntarily, and intentionally
<br />waives its right to a jury trial and any right to pursue any claim or action relating to this Agreement on a class or consolidated basis or in
<br />a representative capacity.
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<br />14. Notices. Unless otherwise provided herein, all required notices to Qwest must be in writing, sent to 1801 California St., # 900,
<br />Denver, CO 80202; fax # 888-778-0054; Attn.: Legal Dept., and to Customer at its then current address as reflected in Qwest's records
<br />Attn.: General Counselor other person designated for notices. Unless otherwise provided herein, all notices will be deemed given: (a)
<br />when delivered in person to the recipient named above; (b) three business days after mailed via regular U.S. Mail; (c) when delivered
<br />via overnight courier mail; or (d) when delivered by fax if duplicate notice is also sent by regular U.S. Mail.
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<br />15. General. Customer may not assign this Agreement or any of its rights or obligations under this Agreement without the prior
<br />written consent of Qwest, which consent will not be unreasonably withheld. Customer may not assign to a reseller or a
<br />telecommunications carrier under any circumstances and Customer represents that it will not resell the Service. This Agreement is
<br />intended solely for Qwest and Customer, and not to benefit any other person or entity e.g., Customer's members, End Users,
<br />customers, or any other third parties who use or access the Service or the Qwest network via the Service. If any term of this
<br />Agreement is held unenforceable, such term will be construed as nearly as possible to reflect the original intent of the parties and the
<br />remaining terms will remain in effect. Neither party's failure to insist upon strict performance of any provision of this Agreement will be
<br />construed as a waiver of any of its rights hereunder. All terms of this Agreement that should by their nature survive the termination of
<br />this Agreement will so survive. In the event of a conflict in any term or condition of any documents that govern the provision of the
<br />Service hereunder, the following order of precedence will apply in descending order of control: the Tariff, this Agreement, the Tech
<br />Pub, and Qwest records. Neither party will be liable for any delay or failure to perform its obligations hereunder if such delay or failure
<br />is caused by a Force Majeure Event. "Force Majeure Event" means an unforeseeable event beyond the reasonable control of that
<br />party, including without limitation: act of God, fire, flood, labor strike, sabotage, cable cuts, acts of terror, material shortages or
<br />unavailability, government laws or regulations, war or civil disorder, or failures of suppliers of goods and services. Except for Tariff or
<br />Service modifications initiated by Qwest, all amendments to this Agreement must be in writing and signed by the parties' authorized
<br />representatives. However, any change in rates, charges, or regulations mandated by the legally constituted authorities will act as a
<br />modification of any contract to that extent without further notice. Each party reserves the right at any time to reject any handwritten
<br />change to this Agreement.
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<br />Copyright @ Qwest. All Rights Reserved.
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