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<br />6.5 If after the Minimum Service Period, Customer terminates this Agreement, or any portion of Service, for any
<br />reason other than Cause or Qwest terminates this Agreement under Section 6.1, Customer shall pay a Termination
<br />Charge of fifty percent (50%) of the MRC (or the applicable fraction thereof) multiplied by the number of months remaining
<br />in the Term.
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<br />6.6 A Termination Charge will be waived when all of the following conditions are met: (a) Customer discontinues
<br />Service and signs a new service agreement(s) for any other Qwest provided service(s); (b) the new service agreement(s)
<br />have a total value equal to or greater than one hundred fifteen percent (115%) of the remaining prorated value of the
<br />existing agreement(s) (excluding any special construction charges, applicable nonrecurring charges, or previously billed
<br />but unpaid recurring and/or nonrecurring charges); (c) Customer places the orders to discontinue Service and establish
<br />new service at the same time (within thirty (30) calendar days of each other if service is in New Mexico); (d) the new
<br />service(s) installation must be completed within thirty (30) calendar days of the disconnection of Service, unless such
<br />installation delay is caused by Qwest; and (e) a new minimum service period goes into effect, if applicable, when the new
<br />service agreement term begins. The waiver does not apply to changes between regulated and unregulated or enhanced
<br />products and services.
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<br />7. Out-Ot-Service Credit. If Qwest causes a Service interruption, an out-of-service credit will be calculated under
<br />the state local exchange Tariff. If there is no applicable tariff and the interruption lasts for more than twenty-four (24)
<br />consecutive hours after Qwest receives notice of it, Qwest will give Customer credit calculated by: (a) dividing the monthly
<br />rate for the affected Service by thirty (30) days; and then (b) multiplying that daily rate by the number of days, or major
<br />fraction, that Service was interrupted.
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<br />8. Disclaimer ot Warranties. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER
<br />EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, NONINFRINGEMENT,
<br />MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY
<br />QWEST, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY
<br />WARRANTY.
<br />
<br />9. Limitation ot Liability. NEITHER PARTY, ITS AFFILIATES OR CONTRACTORS SHALL BE LIABLE FOR ANY
<br />INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST
<br />PROFITS OR REVENUES OR LOST DATA OR COSTS OF COVER RELATING TO THE SERVICE OR THIS
<br />AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED.
<br />CUSTOMER'S EXCLUSIVE REMEDIES FOR CLAIMS RELATED TO THE SERVICE SHALL BE LIMITED TO THE
<br />APPLICABLE OUT-OF-SERVICE CREDIT(S), IF ANY. QWEST'S TOTAL AGGREGATE LIABILITY ARISING FROM OR
<br />RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL MRC PAID BY CUSTOMER TO QWEST
<br />PURSUANT TO THIS AGREEMENT IN THE MONTH IMMEDIATELY PRECEDING THE OCCURRENCE OF THE
<br />EVENT GIVING RISE TO THE CLAIM. NOTWITHSTANDING THE FOREGOING, THE LIMITATION OF LIABILITY IN
<br />THIS SECTION SHALL NOT APPLY TO CUSTOMER'S PAYMENT AND INDEMNIFICATION OBLIGATIONS.
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<br />10. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations hereunder if such
<br />delay or failure is caused by an unforeseeable event (other than a failure to comply with payment obligations) beyond the
<br />reasonable control of a party, including without limitation: act of God; fire; flood; labor strike; sabotage; fiber cut; material
<br />shortages or unavailability or other delay in delivery not resulting from the responsible party's failure to timely place orders
<br />therefor; lack of or delay in transportation; government codes, ordinances, laws, rules, regulations or restrictions; war or
<br />civil disorder; or failures of suppliers of goods and services ("Force Majeure Event").
<br />
<br />11. Dispute Resolution. Any dispute arising out of, or relating to, this Agreement shall be settled by arbitration to be
<br />conducted in accordance with the Judicial Arbitration and Mediation Services ("JAMS") Comprehensive Arbitration Rules.
<br />The Federal Arbitration Act, 9 U.S.C. Sections 1-16, not state law, shall govern the arbitrability of the dispute. The costs
<br />of the arbitration, including the arbitrator's fees, shall be shared equally by the parties; provided, however, that each party
<br />shall bear the cost of preparing and presenting its own claims and/or defenses (including its own attorneys fees). The
<br />arbitration will be held in Denver, Colorado. The arbitrator has no authority to award any indirect, incidental, special,
<br />reliance, punitive, or consequential damages, including damages for lost profits. The arbitrator's decision shall be final,
<br />binding, and enforceable in a court of competent jurisdiction. If a party is required to enforce compliance with this Section
<br />(including non-payment of an award), then the non-complying party shall reimburse all of the costs and expenses incurred
<br />by the party seeking such enforcement (including reasonable attorneys' fees).
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<br />12. Lawfulness. This Agreement and the parties' actions under this Agreement shall comply with all applicable
<br />federal, state, and local laws, rules, regulations, court orders, and governmental agency orders. Any change in rates,
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<br />Copyright @ 2004 Qwest. All Rights Reserved.
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