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AG 11-195RETURN TO: Thomas Fichtner EXT:2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: IT 2. ORIGINATING STAFF PERSON: Thomas Fichtner EXT: 2547 DATE REQ. BY: ASAP 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT • GOODS AND SERVICE AGREEMENT • REAL ESTATE DOCUMENT • ORDINANCE • CONTRACTAMENDMENT (AG #): 11 -195 ❑ OTHER 5. PROJECT NAME: Qwest / Century Link Long Distance 6. NAME OF CONTRACTOR: Century Link ADDRESS: E -MAIL: SIGNATURE NAME: • HUMAN SERVICES / CDBG • SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) • RESOLUTION ❑ INTERLOCAL TELEPHONE _ FAX: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES 11 PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: COMPLETION DATE:(') l 9. TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY © PURCHASING: PLEASE CHARGE TO: 502 - 1100 -046- 518 -91 -420, 521 -10 -420, 512- 50-420 10. DOCUMENT /CONTRACT REVIEW 11 PROJECT MANAGER It DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 9 LAW 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL /DA E REVIEWED I� l� P 1 J •,2o - 13 COMMITTEE APPROVAL DATE: INITIAL /DATE APPROVED COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT SIGNATORY (MAYOR OR DIRECTOR) • CITY CLERK • ASSIGNED AG# • SIGNED COPY RETURNED COMMENTS: INITIAL / DATE SIGNED AG# DATE SENT: Z 11/9 AMENDMENT TO CENTURYLINK LOYAL ADVANTAGE" AGREEMENT THIS AMENDMENT NO. 1 (this "Amendment ") by and between Qwest Communications Company, LLC d /b /a CenturyLink QCC ( "CenturyLink ") and City of Federal Way ( "Customer"), hereby amends the CenturyLink Loyal Advantage Agreement or Qwest Loyal Advantage Agreement, as applicable, Content ID: 370106, as may have been previously amended (the "Agreement "). Except as set forth in this Amendment, capitalized terms will have the definitions assigned to them in the Agreement. All references to " Qwest Loyal Advantage" or "QLA" are hereby replaced with "CenturyLink Loyal Advantage." CenturyLink and Customer wish to amend the Agreement as follows: 1. Term. By checking one of the boxes below, Customer indicates that it is increasing the length of its existing Term. Customer understands and agrees that it may not decrease the length of its existing Term. ❑ No Changes. Customer's existing Initial Term will remain in effect. ® New Initial Term. The parties agree to start a new Initial Term that begins on the Amendment Effective Date. Customer's new Term is three years (600053 code). ❑ Extension of the Initial Term. The parties agree to extend the existing Initial Term, which will retain the Agreement's existing Effective Date. Customer's new Term is Select Term in Drop -down. 2. Revision of Services. The Services and rates set forth in the table in the Pricing Attachment to the ISDN PRS, DSS Advanced or UAS Service Exhibit of the Agreement are deleted and replaced with the Services and rates in the table outlined below. These Services are added to, and constitute a part of, the Agreement and the existing Services. Type of Service USOC & MRC /line for 36 -month Term NRC ORS Voice /Data DS1 Z4D $325.00 $0.00 3. Pricing. Any new rates applicable to Customer's existing Services will become effective at CenturyLink's earliest opportunity, but in no event later than the second full billing cycle following the Amendment Effective Date. CenturyLink reserves the right to modify rates after the conclusion of each Service's minimum service period upon not less than 30 days' prior written notice to Customer, provided that CenturyLink may reduce the foregoing notice period or modify rates or discounts prior to the conclusion of the minimum service period, as necessary, if such modification is based upon Regulatory Activity. CenturyLink also reserves the right to modify rates when the Agreement renews to the rates that are in effect at that time. If Regulatory Activity causes an increase in the rates for Customer's ordered Services that materially and adversely affects Customer, then Customer may terminate the affected Service upon 30 days prior written notice to CenturyLink without liability for Cancellation Charges for the affected Service, provided, however that Customer: (a) provides such notice within 30 days after the increase occurs; and (b) provides CenturyLink 30 days to cure such increase. If Customer does not provide CenturyLink such notice during the time permitted in this Section, Customer will have waived its right to terminate the affected Service under this Section. 4. Miscellaneous. This Amendment will be effective as of the date it is executed by CenturyLink after the Customer's signature (the "Amendment Effective Date ") and will become part of the Agreement. All other terms and conditions in the Agreement shall remain in full force and effect and be binding upon the parties. This Amendment and the Agreement set forth the entire understanding between the parties as to the subject matter herein, and in the event there are any inconsistencies between the two documents, the terms of this Amendment will control. Using CenturyLink's electronic signature process for the Agreement is acceptable. OMR #N67685 amends #N25247 Page 1 of 2 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.060313 AMENDMENT TO CENTURYLINK LOYAL ADVANTAGE" AGREEMENT The undersigned parties have read and agree to the terms and conditions set forth in this Amendment. CUSTOMER: CITY OF FEDERAL WAY AuthorizecGSig nature S K: b P r: 4-0- Name Typed or Printed CIA crr` Title' l ^ C t� Date QWEST COMMUNICATIONS COMPANY, LLC D /B /A CENTURYLINK QCC Authorized Signature Name Typed or Printed Offer Management Title Date OMR #N67685 amends #N25247 Page 2 of 2 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.060313 AMENDMENTTO CENTURYUNK LOYAL ADVANTAGE'" AGREEMENT The undersigned parties have read and agree to the tenns and conditions set forth In this Amendment QWEST COMMUNICATIONS COMPANY. LLC DWA CENTURYUNK QCC A,Q 11 '_.,,._,,,,_,,� Au#xwW lignMufp/6 De Name Typed or dated Otter M Rl�na/�ernent,,. -� t� . TIN Dale OW "MW emaids *VM47 Page 2 of 2 ® CenburyUnK Irm AN Rights Reserved. CONFIDENTIAL v1.OW313 RETURN TO: EXT: (�S �'( ' / CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM l . ORIGINATING DEPTJDIV: �� 2. ORIGINATING STAFF PERSON: '�'h•✓' EXT: � S N � 3. DATE REQ. BY: � 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT � MAINTENANCE AGREEMENT �GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT �E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACTAMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER _ 5. PROJECT NAME: Q �/' �� �; ,,k. �,,a D����c 6. NAME OF CONTRACTOR: Q✓�'v�'y 1.- �h� ADDRESS: TELEPHONE E-MAIL: F�� SIGNATURE NAME: __TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ scoPE WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS ,� tl 8. TERM: COMMENCEMENT DATE: ��/I S/� ( � COMPLETION DATE: I� S�� � 3 9. TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑�s ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: O CONTRACTOR ❑ CITY t !r � - 1.�1d '�URCHASING: PLEASE CHARGE TO: S� � �� - � l o�'" �� t' 4q - �� �c..- 10. DOCUMENT/CONTRACT REVIEW IN T AL / DATE RE IEWED INITIAL / DATE APPROVED �. PROJECT MANAGER � � 1 S < < ❑ DIRECTOR ❑ RISK MANAGEMENT (tF �Pt,tcaBLE) �,aw A;1 P I D- I�i - 1� 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING n, � � '�.�ENT TO VENDOR/CONTRACTOR DATE SENT: I.V/�� 'O� �l DATE REC C� a 6�� ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT �$IGNATORY (MAYOR OR DIRECTOR� � ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: INITIAL / DATE SIGNED W l� � 1 l.��t AG# ��-�q,� DATE SENT: ►D ' �j�, ' � � ll /9 � �� Mi � `� CenturyLinkTM October 25, 2011 Mr. Thomas Fichtner City of Federal Way 33325 8�' Avenue, S Federal Way, WA 98003 RE: CenturyLink Loyal Advantage Agreement Dear Thomas: Enclosed please find a countersigned original of the CenturyLink Loyal Advantage Agreement for your file that has been signed by Karl Hoyle, Manager of Offer Management. Twee Nguyen requested this agreement be sent to your attention. We appreciate the opportunity to work with you. If you need additional information, please contact Twee at 206-224-1156 or me at 303-992-6971. Sincerely, r � ��� �� �. Kim A. Mortensen Senior Offer Management Analyst Enclosures CENTURYLINK LOYAL ADVANTAGE AGREEMENT This CenturyLink Loyal Advantage Agreement ("AgreemenY') is between Qwest Communications Company, LLC d/b/a CenturyLink QCC, its Affiliates including, Qwest Corporation d/b/a CenturyLink QC ("CenturyLink") and City of Federal Way ("Customer") and is effective on the date the last party signs it ("Effective Date"). CenturyLink QCC is signing on behalf of its Affiliate for the Affiliate Services identified in this Agreement. CenturyLink reserves the right to withdraw this offer if Customer does not execute and deliver the Agreement to CenturyLink before [insert date]. Using CenturyLink's electronic signature process for the Agreement is acceptable. CITY OF FEDERAL WAY QWEST COMMUNICATIONS COMPANY, LLC D/B/A CENTURYLINK QCC v/ Authorized ignatu A orized Si ature Skip Priest �G.�\ V 1-Iry. Ir Name Typed or Printed Name Typed or Printed Ma or Offer Manaqement -1� %� +'t � �°�✓ Title �� � � � � 1 Title f0 . �5—� Date Date Customer's address for notices: City of Federal Way, 33325 8� Ave S, Federal Way, WA 98003 Customer's facsimile number: 253-835-2509 Person designated for notices: Brian Pearson 1. Services. Customer may purchase the products and services ("Services") in the service exhibits ("Service Exhibits") attached to the Agreement. Centurylink QC may be required to submit this Agreement, Service Exhibits, Pricing Attachments, and any subsequent addenda for Service to certain regulatory agencies for approval because the Rates or certain other terms are being offered on an individual case basis ("ICB"). Although the general terms and conditions of this Agreement are effective on the Agreement Effective Date, those service-specific Rates and/or terms, and conditions that require filing with or approval by regulatory agencies ("ICB Terms") will not become effective for a given jurisdiction until the filing and approval requirements for that jurisdiction are fulfilled. Service will be offered in accordance with the applicable Tariff until the ICB terms become effective. If Customer receives reduced pricing under a Pricing Attachment and a regulatory agency later invalidates the ICB Terms after they became effective, Customer will pay Centurylink QC any difference in the amounts listed in the applicable Tariff for the Service and the amounts Customer was charged for the Service. When approved by the regulatory agencies, Customer may add additional quantities of Services under the same terms and conditions with no further filing required. In the event a regulatory agency does not approve the ICB Terms, the parties will enter into good faith negotiations to mutually resolve the failure to receive the necessary approval. The subject Service Exhibit, Pricing Attachment, and subsequent addenda containing the ICB Terms will remain in effect in all other jurisdictions. Each Service Exhibit or subsequent addenda will explain which Rates or terms are ICB. The parties agree that any notation to the "CenturyLink Total Advantage'� AgreemenY' on the Service Exhibits will be disregarded and such exhibits will be governed by the Agreement. The Service Exhibits attached to the Agreement as of the Effective Date and incorporated by this reference are shown below. CenturyLink QCC Services: . Domestic Voice Service Exhibit CenturyLink QC Services (Centurylink QC Services are available only in CenturyLink's local service areas in the following states: Arizona, Colorado, Idaho, lowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington, and Wyoming. ) . ISDN PRS/DSS/UAS 2. Term. Customer selects the following "Initial Term" of the Agreement: two years ("Initial Term"), 600052 code (QLAGESZ). The Initial Term begins on the Effective Date. At the end of the Initial Term, the Agreement will automatically renew for consecutive renewal periods equal to the Initial Term (a "Renewal Term") if not terminated earlier in accordance with the Agreement. The Initial Term and each Renewal Term are referred to as the "Term." 3. Rates. Unless specified otherwise in a Service Exhibit, CenturyLink QCC Services will receive the applicable rates specified in a Service Exhibit, valid Order Form, or CenturyLink-approved quote form, for the duration of the Term. Notwithstanding the preceding sentence, CenturyLink reserves the right to modify rates and charges due to Regulatory Activity and will provide as much prior written notice as practicable but not less than 14 calendar days' notice If Regulatory Activity causes an increase in the rates for Customer's ordered CenturyLink QCC Services that materially and adversely affects Customer, then Customer may terminate the affected CenturyLink QCC Service upon 30 days' prior written notice to CenturyLink QCC without liability for Cancellation Charges for the affected Service, provided, however that Customer: (e) provides such notice within 30 days after the increase occurs; and (fl provides CenturyLink QCC 30 days to cure such increase. If Customer does not provide CenturyLink QCC such notice during the time permitted in this Section, Customer will have waived its right to terminate the affected Service under this Section. The parties agree that the rates set forth in the Service Exhibit are in lieu of all other rates, discounts, or promotions. The rates for any CenturyLink QC Service provided will be those in effect at the time the Service is installed and CenturyLink QC Services will renew at the rate and for the term specified in the applicable Tariff, RSS, or Service Exhibit. 4. Payment. CenturyLink may begin invoicing for specific Services as specified in the applicable Service Exhibit. Customer must pay CenturyLink all charges within 30 days after the invoice date or by the due date on the invoice if specified. Any amount not paid when due is subject to late interest at the lesser of 1.5% per month or the maximum rate allowed by law. In addition to payment of charges for OMR #N25247 (QLAGESZ) Page 1 of 31 OO CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.081511 CENTURYLINK LOYAL ADVANTAGE'� AGREEMENT Services, Customer must also pay CenturyLink any applicable Taxes assessed in connection with Services. Taxes may vary and are subject to change. CenturyLink reserves the right to charge administrative fees if Customer selects paper delivery of an invoice or when Customer's payment preferences deviate from CenturyLink's standard practices. 5. Confidentiality. Except to the extent required by an open records act or similar law, neither CenturyLink nor Customer will, without the prior written consent of the other party: (a) disclose any of the terms of the Agreement; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, the Agreement) the Confidential Information of the other party. Each party will use reasonable efforts to protect the other's Confidential Information, and will use at least the same efforts to protect such Confidential Information as the party would use to protect its own. CenturyLink's consent may only be given by its Legal Department. A party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under the Agreement. 6. CPNI. CenturyLink is required by law to treat CPNI confidentially. Customer agrees that CenturyLink may share CPNI within its business operations (e.g., wireless, local, long distance, and broadband services divisions), and with businesses acting on CenturyLink's behalf, to determine if Customer could benefit from the wide variety of CenturyLink products and services, and in its marketing and sales activities. Customer may withdraw its authorization at any time by informing CenturyLink in writing. Customer's decision regarding CenturyLink's use of CPNI will not affect the quality of service CenturyLink provides Customer. 7. Use of Name and Marks. Neither party will use the name or marks of the other party or any of its Affiliates for any purpose without the other party's prior written consent. CenturyLink's consent may only be given by its Legal Department. 8. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, ALL SERVICES AND PRODUCTS ARE PROVIDED "AS IS." CENTURYLINK DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-fNFRINGEMENT. 9. Limitations of Liability. The remedies and limitations of liability for any claims arising between the parties are set forth below. 9.1 Consequential Damages. NO PARTY OR THEIR AFFILIATES, AGENTS, OR CONTRACTORS IS LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OR FOR ANY LOST PROFITS, LOST REVENUES, LOST DATA, LOST BUSINESS OPPORTUNITY, OR COSTS OF COVER. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED AND REGARDLESS OF FORESEEABILITY. 9.2 Claims Related to Services. For Customer's claims related to Service deficiencies or interruptions, Customer's exclusive remedies are: (a) those remedies set forth in the SLA or applicable Tariff for that Service or (b) the total MRCs or usage charges paid by Customer for any affected Service in the one month immediately preceding the event giving rise to the claim if an SLA or applicable Tariff does not exist for the affected Service. 9.3 Personal Injury; Death; Property Damages. For claims arising out of personal injury or death to a party's employee, or damage to a party's real or personal property, that are caused by the other party's negligence or willful misconduct in the performance of the Agreement, each party's liability, to the extent permitted by law, is limited to proven direct actual, physical damages. 9.4 Other Direct Damages. For all other claims arising out of the Agreement, the maximum liability for Customer and CenturyLink will not exceed in the aggregate the total MRCs and usage charges paid by Customer to CenturyLink under the Agreement in the three months immediately preceding the event giving rise to the claim ("Damage Cap"). The Damage Cap will not apply to a party's obligations under the Responsibilities Section below or Customer's payment obligations under the Agreement. 10. Responsibilities. To the extent permitted under law, each party agrees to be responsible to the other, their Affiliates, agents, and contractors against all third party claims for damages, liabilities, or expenses, including reasonable attorneys' fees, arising directly from performance of the Agreement and related to personal injury or death, or damage to personal tangible property that is alleged to have been caused by the negligence or willful misconduct of the responsible party unless otherwise stated in a CenturyLink QC Service Exhibit or Tariff. To the extent permitted under law, Customer also agrees to be responsible for all third party claims for damages, liabilities, or expenses, including reasonable attorneys' fees against CenturyLink, its Affiliates, and contractors, related to the modification or resals of the Services by Customer or End Users, or any AUP violation. 11. Termination. 11.1 Service. Either party may terminate an individual Service or a Service Exhibit: (a) in accordance with the individual Service ExhibiYs term requirements with 60 days' prior written notice to the other party, or (b) for Cause. If Service or a Service Exhibit is terminated by Customer for Convenience or by CenturyLink for Cause, then Customer will pay Cancellation Charges. 11.2 Agreement. Either party may terminate the Agreement and all Services by: (a) providing written notice to the other party of its intention not to renew the Agreement at least 60 days prior to the expiration of the then current Term or (b) for Cause. Cause to terminate an individual Service Exhibit will not constitute Cause to terminate the Agreement; rather, Cause to terminate the entire Agreement for Service-related claims will exist only if Customer has Cause to terminate all or substantially all of the Services under the applicable SLA, Service Exhibit, RSS or Tariff. If the Agreement is terminated by Customer for Convenience or by CenturyLink for Cause prior to the conelusion of the Term, then Customer will pay: (c) for CenturyLink QCC Services the higher of the Early Termination Charge or the sum of all CenturyLink QCC Cancellation Charges that apply for terminating all CenturyLink QCC Services at the time the Agreement is terminated; and (d) for CenturyLink QC Services, the CenturyLink QC termination charges as set forth in the Tariff or the applicable Service Exhibit(s). 11.3 Unpaid Charges. Customer will remain liable for charges accrued but unpaid as of the termination date. 12. Non-Appropriations. Customer intends to continue this Agreement for its entire Term and to satisfy its obligations hereunder. For each fiscal period for Customer: (a) Customer agrees to include in its budget request appropriations sufficient to cover Customer's OMR #N25247 (QLAGESZ) Page 2 of 31 O CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.081511 � CENTURYLINK LOYAL ADVANTAGE� AGREEMENT obligations under this Agreement; (b) Customer agrees to use all reasonable and lawful means to secure these appropriations, including but not limited to applying for Universal Service Fund Discounts as described in the Federal Communications Commission Docket No. 96-45; (c) Customer agrees it will not use non-appropriations as a means of terminating this Agreement in order to acquire functionally equivalent products or services from a third party. Customer reasonably believes that sufficient funds to discharge its obligations can and will lawfully be appropriated and made available for this purpose. In the event that Customer is appropriated insufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement and has no other funding source lawfully available to it for such purpose (as evidenced by notarized documents provided by Customer and agreed to by CenturyLink), Customer may terminate this Agreement without incurring an Early Termination Charge or CenturyLink QCC Cancellation Charges by giving CenturyLink not less than 30 days' prior written notice. Upon termination and to the extent of lawfully available funds, Customer will remit all amounts due and all costs reasonably incurred by CenturyLink through the date of termination. 13. Miscellaneous. 13.7 General. The AgreemenYs benefits do not extend to any third party (e.g., an End User). If any term of the Agreement is held unenforceable, the remaining terms will remain in effect. Except for time requirements as specifically stated in a Service Exhibit or SLA, neither party's failure to exercise any right or to insist upon strict performance of any provision of the Agreement is a waiver of any right under the Agreement. The terms and conditions of the Agreement regarding confidentiality, indemnification, limitation of liability, warranties, payment, dispute resolution, and all other terms of the Agreement that should by their nature survive the termination of the Agreement will survive. Each party is not responsible for any delay or other failure to perform due to a Force Majeure Event. 13.2 Conflicts Provision. If a conflict exists among provisions within the Agreement, the following order of precedence will apply in descending order of control: Service Exhibit, the Agreement, Order Form, Centurylink QC records, and if applicable, CenturyLink QC Tech Pubs. If Services are provided pursuant to a Tariff, RSS, or ISS as described in the applicable Service Exhibits, the order of precedence will apply in the following descending order of control: Tariff, Service Exhibit, the Agreement, RSS, ISS, Order Form Centurylink QC records, and if applicable, CenturyLink QC Tech Pubs. 13.3 Independent Contractor. CenturyLink provides the Services as an independent contractor. The Agreement will not create an employer-employee relationship, association, joint venture, partnership, or other form of legal entity or business enterprise between the parties, their agents, employees or affiliates. 13.4 ARRA. Customer will not pay for the Services with funds obtained through the American Recovery and Reinvestment Act or other similar stimulus grants or loans that would obligate CenturyLink to provide certain information or perform certain functions unless each of those obligations are explicitly identified and agreed to by the parties in the Agreement or in an amendment to the Agreement. 13.5 HIPAA. CenturyLink does not require or intend to access Customer data in its perFormance hereunder, including but not limited to any confidential health related information of Customer's clients, which may include group health plans, that constitutes Protected Health Information ("PFiI"), as defined in 45 C.F. R. §164.501 under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA Rules"). Any exposure to PHI will be random, infrequent and incidental to CenturyLink's provision of Service and is not meant for the purpose of accessing, managing the PHI or creating or manipulating the PHI. Such exposure is allowable under 45 CFR 164.502(a)(1)(iii). As such, if Customer is a Covered Entity or Health Care Provider under the HIPAA Rules or supports the health care industry, CenturyLink and Customer agree that CenturyLink is not a"Business Associate" or "Covered Entity" under the HIPAA Rules for the purposes of the Agreement. 13.6 Credit Approval. Provision of Services is subject to CenturyLink's credit approval of Customer. As part of the credit approval process, CenturyLink may require Customer to provide a deposit or other security. Additionally during the Term, if Customer's financial circumstance or payment history becomes reasonably unacceptable to CenturyLink, CenturyLink may require adequate assurance of future payment as a condition of continuing CenturyLink's provision of Services. Customer's failure to provide adequate assurances required by CenturyLink is a material breach of the Agreement. CenturyLink may provide Customer's payment history or other billing/charge information to credit reporting agencies or industry clearinghouses. 13.7 Installation, Maintenance and Repair (a) Provision of Services is subject to availability of adequate capacity and CenturyLink's acceptance of a complete Order Form. (b) Customer will reasonably cooperate with CenturyLink or its agents to install, maintain, and repair Services. Customer will provide or secure at Customer's expense appropriate space and power; and rights or licenses if CenturyLink must access the building of Customer's premises to install, operate, or maintain Service or associated CenturyLink equipment. CenturyLink may refuse to install, maintain, or repair Services if any condition on Customer's premises is unsafe or likely to cause injury. (c) Customer is responsible for any facility or equipment repairs on CustomePs side of the demarcation point. Customer may request a technician dispatch for Service problems. Before dispatching a technician, CenturyLink will notify Customer of the dispatch fee. CenturyLink will assess a dispatch fee if it determines the problem is on Customer's side of the demarcation point or was not caused by CenturyLink's facilities or equipment on CenturyLink's side of the demarcation point. 13.8 Governing Law; Dispute Resolution. (a) Billing Disputes. If Customer disputes a charge in good faith, Customer may withhold payment of that charge if Customer makes timely payment of all undisputed charges when due and provides CenturyLink with a written explanation of the reasons for Customer's dispute of the charge within 90 days after the invoice date of such amount. If CenturyLink determines, in its good faith, that the disputed charge is valid, CenturyLink will notify Customer and within five business days after CenturyLink's notification, Customer must pay the charge and accrued interest. (b) Governing Law; Forum. The Agreement will be governed by the laws of the State in which the Customer's principal o�ce is located without regard to its choice of law principles. Any legal proceeding relating to the Agreement will be brought in a U.S. District OMR #N25247 (QLAGESZ) Page 3 of 31 �O CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.081511 CENTURYLINKLOYAL ADVANTAGE� AGREEMENT Court, or absent federal jurisdiction, in a state court of competent jurisdiction, in Denver, Colorado. This provision is not intended to deprive a small claims court or state agency of lawful jurisdiction that would otherwise exist over a claim or controversy between the parties. (c) Waiver of Jury Trial and Class Action. Each party, to the extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a jury trial and any right to pursue any claim or action relating to the Agreement on a class or consolidated basis or in a representative capacity. If for any reason the jury trial waiver is held to be unenforceable, the parties agree to binding arbitration for any dispute relating to the Agreement under the Federal Arbitration Act, 9 U.S.C. § 1, et. seq. The arbitration will be conducted in accordance with the JAMS Comprehensive Arbitration Rules. Judgment upon the arbitration award may be entered in any court having jurisdiction. (d) Limitations Period. Any claim relating to the Agreement must be brought within two years after the claim arises other than Customer disputing an amount in an invoice, which must be done by Customer within 90 days after the invoice date of the disputed amount. 73.9 No Resale; Compliance. Customer must not resell the Services and its use of Services must comply with all applicable laws. 13.10 Assignment. Either party may assign the Agreement without the other party's prior written consent: (a) in connection with the sale of all or substantially all of its assets; (b) to the surviving entity in any merger or consolidation; or (c) to an Affiliate provided such party gives the other party 30 days' prior written notice. Any assignee of the Customer must have a financial standing and creditworthiness equal to or better than Customer's, as reasonably determined by CenturyLink, through a generally accepted, third party credit rating index (i.e. D&B, S&P, etc.). Any other assignment will require the prior written consent of the other party. But Customer may not assign this Agreement or any Service to a reseller or a telecommunications carrier under any circumstances. 13.11 Amendments; Changes. The Agreement may be amended only in a writing signed by both parties' authorized representatives. However, any change in rates, charges, or regulations mandated by the legally constituted authorities will act as a modification of any contract to that extent without further notice. Each party may, at any time, reject any handwritten change or other alteration to the Agreement. CenturyLink may change features or functions of its Services; for material changes that are adverse to Customer, CenturyLink will provide 30 days' prior written notice, but may provide a shorter notice period if the change is based on Regulatory Activity or Tariff provisions. CenturyLink may amend, change, or withdraw the Tariffs, RSS, ISS or AUP, with such updated Tariffs, RSS, ISS or AUP effective upon posting or upon fulfillment of any necessary regulatory requirements. 13.12 Websites. References to websites in the Agreement include any successor websites designated by CenturyLink. 13.13 Required Notices. Unless provided otherwise in the Agreement, all required notices to CenturyLink must be in writing, sent to 1801 California St., #900, Denver, CO Fax: 888-778-0054; Attn.: Legal Dept., and to Customer as provided above. All notices are effective: (a) when delivered via overnight courier mail or in person to the recipient named above; (b) three business days after mailed via regular U.S. Mail; or (c) when delivered by fax if duplicate notice is also sent by regular U.S. Mail. 13.14 Service Termination Notices. Customer's notice of termination for CenturyLink QCC Services must be sent via mail, facsimile or e-mail to: CenturyLink, Attn.: Dublin Service Center, GBM Disconnects, 4650 Lakehurst, 2" Floor Disconnect Center, Dublin, OH 43017, Fax: 866.887.6633, e-mail: GBMdisconnectsCa�awest.com. Such termination is effective 30 days after CenturyLink's receipt of the notice, unless a longer period is otherwise required. For Services under the Select Advantage Service Exhibit or for CenturyLink QC Services, Customer must call the customer care number specified on Customer's invoice to provide notice of termination. 13.15 Entire Agreement. The Agreement (including any applicable Service Exhibit, CenturyLink accepted Order Forms, and all referenced documents) constitutes the entire agreement between the parties and supersedes all prior oral or written agreements or understandings relating to the same service, ports, or circuits at the same locations as covered under the Agreement. 14. Clauses for CenturyLink QC RSS No. 1 Services. The clauses in this section apply only to the CenturyLink QC Service Exhibits stating that service is offered out of CenturyLink QC RSS No. 1. 14.1 Jurisdiction. Customer understands that Service is an interstate telecommunications service, as defined by Federal Communications Commission regulations and represents that during the Term, more than 10% of its usage will be interstate usage. 14.2 Construction and Funding Approval. CenturyLink QC may assess separate Construction charges if facilities are not available to meet an order for Service and CenturyLink QC constructs facilities under one or more of the following circumstances: (a) if the amount of Customer's expected payments over the term of the Agreement does not exceed CenturyLink QC's calculated cost of providing the Service plus its expected rate of return; (b) Customer requests that Service be furnished using a type of facility, or via a route that CenturyLink QC would not normally utilize in providing the requested Service; (c) more facilities are requested than would normally be required to satisfy an order; and (d) Customer requests that Construction be expedited, resulting in added cost to CenturyLink QC. Service provided under this Agreement is subject to Funding approval and that approval will be evidenced in the Funding Concurrence block on the Pricing Attachment. That approval will be granted at the sole discretion of CenturyLink QC. In the event contract documents are signed, under which Customer is ordering Service for which Funding is not approved, CenturyLink QC will cooperate with Customer in good faith to develop an alternative service solution if Funding cannot be achieved on the contracted solution and CenturyLink QC may immediately terminate, without penalty, the Pricing Attachment under which Customer ordered the Service, when Funding of the contracted and alternate Service solutions is determined to not be possible. 14.3 Expedite. Any Customer requests for CenturyLink QC to Expedite the delivery of Service before the standard or negotiated Service Due Date will be deemed an expedited order and Expedite charges will apply. Upon CenturyLink QC's receipt of an Expedite request from Customer, Customer and CenturyLink QC will mutually agree to a new Service Due Date. OMR #N25247 (QLAGESZ) Page 4 of 31 �O CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.081511 CENTURYLINK LOYAL ADVANTAGE'� AGREEMENT 14.4 Service Changes. Customer may add, move, or upgrade each Service in a Pricing Attachment via an Amendment to this Agreement. New Service and any addition, move, or upgrade to existing Service is subject to the terms of the RSS in effect when the Amendment to add, move, or upgrade existing Service is executed or for new Service when the new Service is installed. Existing terms and conditions will continue to apply to existing Service. But if an RSS change results in a conflict with the terms and conditions applicable to the Service, then Customer must agree to an amendment modifying the terms and conditions before CenturyLink QC will provision the new Service or the additions, moves, or upgrades to existing Service. 14.5 Service Interruptions. Service interruption means a total disruption of the Service subject to restrictions and exclusions outlined in an SLA or in the RSS. Services with a Service-specific SLA are subject to the credit for service interruptions contained in the applicable SLA and described in the RSS posted at qwest.centurylink.com/legal. Services without a Service-specific SLA are subject to the credit for service interruptions contained in the RSS. The credits outlined in the SLAs or RSS are CustomePs sole and exclusive remedy for interruptions of any kind to the Service. CenturyLink QC may, from time to time, suspend Service for routine maintenance or rearrangement of facilities or equipment. CenturyLink QC will give advance notification of any such suspension of Service. Such suspension of Service is not considered an out-of-service condition unless Service is not restored by the end of the period specified in the notification. 14.6 Additional Payment Language. (a) Rates, including Rates for optional features or functions, are set forth in each Pricing Attachment applicable to the Service. The Rates shown on each Pricing Attachment are for informational purposes. Customer will receive the Rates in effect in the RSS on the Service Acceptance Date. CenturyLink QC will keep an archive of the RSS Web pages listing Rates, including dates of Rate changes. Customer agrees that CenturyLink QC's archive is conclusive evidence in the event of a dispute. (b) If Customer requests items from the RSS for which charges do not appear in a Pricing Attachment, CenturyLink QC will inform Customer of the charges at the time of the request, giving Customer the opportunity to cancel the request, rather than incurring the charges. Those items may include, but are not limited to: (a) Expedites, including third-party charges incurred by CenturyLink QC in connection with the Expedite; (b) CPE; (c) Construction; (d) Termination Charges; (e) charges for labor, testing, or design changes: (fl inside wiring; and (g) additional administrative charges that may be applied for services not described on Pricing Attachments or for requests to provision Services in a manner inconsistent with CenturyLink QC's then-current practices. Customer will pay such charges regardless of whether Customer cancels Service or CenturyLink QC fails to deliver on the requested Expedite date, unless such failure was caused by CenturyLink QC. (c) CenturyLink QC will require Customer to accept Service by the end of the Grace Period, in which case CenturyLink QC will commence with regalar monthly billing for the Service and Customer agrees to pay for the billed Service. If Customer has not accepted the Service by the end of the Grace Period, then CenturyLink QC may terminate the Service subject to the Termination section of this Agreement. 14.7 Customer Responsibilities. Customer is responsible for the following: (a) Access. Customer will provide prompt access to its premises to CenturyLink QC authorized personnel and other authorized parties, responding to Service restoration, equipment failure, maintenance, or other relevant situations. (b) On-Site Operations. AII Customer operations concerning Service at Customer's premises witl be performed at Customer's expense, and Customer will be required to conform to all applicable specifications that CenturyLink QC may adopt as necessary to maintain Service. Any special structural work required for supporting telecommunications facilities needed to provide Service orr Customer's premises will be provided only at Customer's expense. (c) Customer will properly use the Service. Customer will not itself or permit others to use the Service in ways it is not intended or alter, tamper with, adjust, or repair the Service. 14.8 QC RSS No. 1 Service Termination. (a) Service; Service Exhibit Before Service Due Date. If Customer cancels an order for Senrice before the Service Due Date or does not accept the Service by the conclusion of the Grace Period, and CenturyLink QC terminates the Service at the end of the Grace Period, Termination Charges will apply, including the full NRCs that would have otherwise applied and any non-reusable and non-recoverable portions of expenditures or liabilities, such as Construction charges incurred exclusively on behalf of the Customer by CenturyLink QC and not fully reimbursed by NRCs. (b) Service; Service Exhibit After Service Acceptance Date. Either party may terminate an individual Service ordered under a Service Exhibit after the Service Acceptance Date under the terms of the applicable Service Exhibit. CenturyLink QC will waive the Termination Charge in excess of the Minimum Service Period if Customer terminates due to a move or upgrade of all or a portion of Service and all of the following conditions are met ("Waiver Policy"): (i) Customer must have satisfied the Minimum Service Period for the existing Service or be subject to the Termination Charge . applicable to the unexpired portion of the Minimum Service Period; OMR #N25247 (QLAGESZ) Page 5 of 31 OO CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.081511 CENTURYLINK LOYAL ADVANTAGE AGREEMENT (ii) Customer must agree to a new service term and Minimum Service Period for the new service; (iii) The total value of the new Service must be equal to or greater than 115% of the remaining value of the Service being terminated. NRCs and Construction charges will not contribute toward the 115% calculation; (iv) The request to disconnect the existing Service and the request for the new service are received by CenturyLink QC at the same time and both requests must reference this Waiver Policy; (v) For ATM, FR, and Metro Ethernet, the new Service installation due date must be within 30 days of the due date of the disconnection of the existing Service, unless the installation is delayed by CenturyLink QC; for SHNS, SST, GeoMax, and HDTV-NET the new Service installation due date must be on or before the due date of the disconnection of the existing Service, unless the installation is delayed by CenturyLink QC; (vi) Customer agrees to pay all outstanding MRCs and NRCs for existing Service; (vii) The NRCs in effect at the time the Service is moved or upgraded will apply to the move or upgrade; and (viii) This Waiver Policy only applies to moves or upgrades to other CenturyLink QC services that are subject to a CenturyLink QC Tariff or the QC RSS. 14.9 CenturyLink QC RSS No. 4 Service Definitions. "Construction" means when Service may not be available due to facilities limitations and it is necessary for CenturyLink QC to construct facilities. � "Demarcation Point" means the CenturyLink QC designated: (a) physical interface between the CenturyLink QC Domestic Neiwork and Customer's telecommunications equipment; or (b) physical interface between a third-party carrier connecting the CenturyLink QC Domestic Network to Customer's telecommunications equipment. "CenturyLink QC Domestic Nefinrork" means the CenturyLink QC operated facilities located within CenturyLink QC's 14-state local service area (those states are listed in the opening paragraph of this Agreement) and which consists of transport POPs, physical media, switches, circuits and/or ports that are operated solely by CenturyLink QC. "Expedite" means Customer's request to CenturyLink QC to provision a Service more quickly than the CenturyLink QC standard or negotiated interval for which an additional Expedite charge will apply. "Funding means Customer charges over the term of a Service contract that covers CenturyLink QC's calculated costs for provid'mg Service and iYs expected rate of return when network infrastructure is not available to provide Service to Customer. "Grace Period" means a period of 30 business days from the later of the Service Due Date or the date when Service is made available to the Customer, and during which the applicable Service will be held available for Customer upon Customer's request. "Minimum Service Period" means 12 months following the Service Acceptance Date, as evidenced by CenturyLink QC records. In the case of Frame Relay, this means 6 months following the Service Acceptance Date. "Pricing Attachment" means each document containing Service Rates, Term, and location-specific infoRnation, all of which are incorporated by this reference and made a part of each Service Exhibit. "Rates" means the MRCs and NRCs for the Service. "Service Acceptance Date" means the date Customer accepts the Service and billing commences, as evidenced by CenturyLink QC records. "Service Due Date means the date CenturyLink QC makes the Service available to Customer for testing. "SONET" means Synchronous Optical Nefinrork. "Termination Charge" means the termination charges detailed in the Service Exhibits. 15. Definitions. "Affiliate" means any entity controlled by, controlling, or under common control with a party. "AUP" means the Acceptable Use Policy incorporated by this reference and posted at qwest.centurvlink.com/leQal/. "Cancellation Charge" means cancellation or termination charges that apply when Customer cancels Senrice without Cause: (a) as described in a Service Exhibit (or in the Tariff for applicable CenturyLink QC Services); and (b) when charges are incurred by CenturyLink QCC from a third party provider as a result of an early termination. "Cause" means the failure of a party to perform a material obligation under the Agreement, which failure is not remedied: (a) for payment defaults by Customer, within five days of separate written notice from CenturyLink of such default; or (b) for any other material breach, within 30 days after written notice. "Confidential Information" means any information that is not generally available to the public, whether of a technical, business, or other nature, (including CPNI), and that: (a) the receiving party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party; or (b) is of such a nature that the receiving party should reasonably understand that the disclosing party desires to protect the information from disclosure. Confidential Information will not include information that is in the public domain OMR #N25247 (QLAGESZ) Page 6 of 31 OO CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.081511 CENTURYLINK LOYAL ADVANTAGE�' AGREEMENT through no breach of the Agreement by the receiving party or is already known or is independently developed by the receiving party. "Convenience° means any reason other than for Cause. "CPE" means any customer equipment, software, and/or other materials of Customer used in connection with the Service. "CPNI" means Customer Proprietary Network Information, which includes confidential account, usage, and billing-related information about the quantity, technical configuration, type, destination, location, and amount of use of a customer's telecommunications services. CPNI reflects the telecommunications products, services, and features that a customer subscribes to and the usage of such services, including call detail information appearing in a bill. CPNI does not include a customer's name, address, or telephone number. "Early Termination Charge" means an amount equal to 35% of the average monthly charges billed under this Agreement through the date of termination multiplied by the number of months remaining in the Term. "End User" means Customer's members, end users, customers, or any other third parties who use or access the Services or the CenturyLink network via the Services. "Force Majeure Event" means an unforeseeable event beyond the reasonable control of that party, including without limitation: act of God, fire, explosion, lightning, hurricane, labor dispute, cable cuts by third parties, acts of terror, material shortages or unavailability, government laws or regulations, war or civil disorder, or failures of suppliers of goods and services. "ISS" means CenturyLink's Information Services Schedule incorporated by this reference and posted at: http�//tariffs awest com�8000/idGqroups/public/documents/service aqreements/qcc info services pdf. "MRC" means monthly recurring charge. "NRC" means nonrecurring charge. "Order Form" includes both order request forms and quotes issued by CenturyLink. If a CenturyLink service requires a quote to validate the Order Form pricing, the quote will take precedence over the order request form, but not over the Service Exhibit. "Regulatory Activity" is a regulation or ruling by any regulatory agency, legislative body or court of competent jurisdiction. "RSS" means as applicable CenturyLink QCC's Rates and Services Schedules incorporated by this reference and posted at http'//tariffs Qwest com•8000/idGgrouas/publiGdocuments/rss/htmltoc qcc rss2.htm for CenturyLink QCC's International RSS and at http�//tariffs awest com�8000/idc/qroups/publicldocuments/rss/htmltoc qcc rss no 3.htm for CenturyLink QCC's Interstate RSS. "SLA" means the service level agreement applicable to a Service as described in a Service Exhibit. . "State" means one of the 50 states of the United States or the District of Colu.mbia. "TarifP' includes as applicable: CenturyLink QCC or CenturyLink QC state tariffs, price lists, price schedules, administrative guidelines, catalogs, and rate and term schedules incorporated by this reference and posted at htta�//tariffs awest com�8000/Q Tariffs/QT Tariff State Paqe/index.htm. "Taxes" means foreign, federal, state, and local excise, gross receipts, sales, use, privilege, or other tax (other than net income) now or in the future imposed by any governmental entity (whether such Taxes are assessed by a govemmental authority directly upon CenturyLink or the Customer) attributable or measured by the sale price or transaction amount, or surcharges, fees, and other similar charges that are required or permitted to be assessed on the Customer. These charges may include state and federal Carrier Universal Service Charges, as well as charges related to E911, and Telephone Relay Service. "Tech Pub" means the technical publication specific to each CenturyLink QC service, all of which are located at http://www.awest.com/techpub/. Each CenturyLink QC Service Exhibit stipulates the Tech Pub that applies to that service, if any. OMR #N25247 (QLAGESZ) Page 7 of 31 O CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.081511 CENTURYLINK LOYAL ADVANTAGE AGREEMENT DOMESTIC VOICE SERVICE EXHIBIT 1. General; Definitions. Capitalized terms not defined herein are defined in the Agreement. CenturyLink QCC will provide domestic Voice Services ("Service") under the terms of the Agreement, Tariff, RSS, ISS, and this Service Exhibit. "Net Effective Rate" means the rates less the Custom Discount. Net Effective Rates are subject to change if there is a change in the underlying rates and/or applicable discount(s), with any such changes to be done in accordance with the terms of the Agreement or this Service Exhibit. "Net Rate" is in lieu of all other rates, tliscounts, and promotions, including the CTA Discount. "Pricing Attachment" means a document containing rates specific to the Service and is incorporated by reference and made a part of this Service Exhibit. "SLA" means the service level agreement specific to the Service, located at http://www.qwest.centurylink.com/legal/, which is subject to change. 2. Service. 2.1 Description. Voice Service consists of domestic Long Distance, domestic Toll Free (including features), domestic Virtual Network Service ("VNS"), domestic worldcard�, and domestic Directory Assistance service. Domestic Long Distance service is avaifable both interstate and intrastate, through switched and dedicated facilities. Toll Free service is also available through switched or dedicated facilities. CenturyLink is required by the FCC to state in this Service Exhibit that Customer is prohibited from using any Toll Free telephone number, or other telephone number advertised or widely understood to be Toll Free, in a manner that would violate FCC rule 47 CFR 64.1504. Directory Assistance offers one rate to Voice Service customers domestically. With respect to Outbound Long Distance: (a) Per the Federal Trade Commission ("FTC"), telemarketers are required to transmit their telephone number to Caller ID services. As such, all telemarketers using CenturyLink commercial services are required to provide CPN/pseudo-CPN according to the rules below: IF A TELEMARKETER DOES NOT PROVIDE CENTURYLINK WITH A NUMBER FOR THIS PURPOSE, THEIR BILLING TELEPHONE NUMBER WILL BE USED AS THE TRUNK GROUP'S CPN; and (b) Federal Do Not Calls rules require that companies that telemarket or engage in telephone solicitations adhere to the requirements set forth in 47 C.F.R. section 64.1200 (FCC) and 16 C.F.R. Part 310 (FTC). Please consult with your company's legal advisor for more information. The SLA provides Customer's sole and exclusive remedy for service interruptions or service deficiencies of any kind whatsoever for the Service. worldcard offers domestic calling card services available either interstate or intrastate and is available through switched access only. worldcard is offered with three options: 1) the standard option includes CenturyLink's trademarks and telephone number; 2) the "cologo" option includes CenturyLink's and Customer's names and trademarks and/or logos and will include either CenturyLink's or Customer's telephone number; and 3) the "private label" option only includes Customer's names trademarks and/or logos and will include either CenturyLink's or Customer's telephone number. If Customer selects the cologo or private label worldcard options, then Customer grants CenturyLink permission to create a card using Customer's name, trademarks and/or logos as provided to CenturyLink by Customer. Customer further agrees that even though Customer's name, trademarks, logo and/or phone number may appear on the cards, except for Customer's rights in its name, trademarks, and/or logo, CenturyLink will be sole owner of all right and title in and to all intellectual property associated with the cards and the worldcard service. Furthermore, if Customer selects either the cologo or private label cards, then Customer agrees to indemnify and hold CenturyLink harmless for any costs, fees, damages, or expenses of any sort incurred by CenturyLink as a result of claims arising from CenturyLink's use of Customer's name, trademarks or logo in accordance with this Agreement. In addition to the other worldcard charges listed herein, Customer will pay to CenturyLink any set-up charges associated with the design and production of the cologo and private label cards. CenturyLink will notify Customer of the total amount of set-up charges prior to production of the cards. If Customer objects to the set-up charges, then the parties will work together to create a less expensive design than originally requested by Customer (this sentence and the previous sentence combined constitute the "Set-up Process"). If Customer revokes the use of its mark for the cologo or private label cards or requests new cards due to its mark changing, then Customer must cease using those cards and CenturyLink will issue replacement cards that either do not include Customer's mark or contain the new mark, as appropriate. The Set-up Process will apply to the replacement cards and Customer will pay CenturyLink the set-up charges for the replacement cards. The person(s) named on the calling card and those identified on CenturyLink's records for the associated account are jointly and severally responsible for the charges made using the calling card. The calling card is not transferable, but the cardholder may authorize others to use it. The cardholder is responsible for all charges incurred by authorized users, and giving the calling card to someone else or telling someone else the security code is such authorization. The calling card will be cancelled at the cardholder's request. CenturyLink may cancel the calling card if the cardholder cancels or fails to pay, if CenturyLink suspects fraud, improper, or unauthorized use or observes unusual use, or if it changes its policies for issuing worldcard calling cards. CenturyLink may cancel the calling card without notice. CenturyLink is not liable for any damages for any reason due to the cancellation of, or failure to accept the calling card. If a calling card is canceled for any reason, the cardholder must notify all authorized users and destroy all calling cards. The cardholder should notify CenturyLink immediately if the cardholder changes address or telephone number or if a calling card is lost, stolen, or misplaced or if a cardholder suspects unauthorized use or misuse of a calling card. To report a loss, theft, or suspected misuse, please call 1 800-860-1020. Some uses of the worldcard calling card may be subject to rules, regulations, and tariffs of state public utility commissions and the Federal Communications Commission. 2.2 Domestic IP Voice. Domestic IP Voice Service consists of IP intrastate and interstate dedicated Long Distance and IP dedicated Toll Free. Domestic IP Voice accepts intrastate and interstate dedicated Long Distance traffic in IP format and converts such traffic for transmission across the telecommunications network. Domestic IP Voice also accepts domestic Toll Free traffic and converts it into VoIP format for transmission to Customer. The pricing for pomestic IP Voice services is the same as for non-IP intrastate and interstate dedicated Long Distance and non-IP dedicated Toll Free. Domestic IP Voice does not support local services, 911, E911, V911, operator services, local number portability, or directory listings. All use of Domestic IP Voice will comply with and be subject to the service guide, AUP, and applicable sections of the SLA which are posted at http://www.qwest.centurylink.comAegal/. CenturyLink OMR #N25247 (QLAGESZ) Page 8 OO CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT DOMESTIC VOICE SERVICE EXHIBIT reserves the right to refuse to accept, suspend, or limit any or all of Customer's IP traffic not complying with the service guide technical specifications or that CenturyLink believes is adversely affecting other customers on the CenturyLink network. The service guide and AUP are incorporated into the Agreement by this reference. CenturyLink may reasonably modify the service guide, AUP, and SLA to ensure compliance with applicable laws and regulations and to protect CenturyLink's network and customers, and such change will be effective upon posting to the Web site. 2.3 CenturyLink 8XX Outbound Service. CenturyLink 8XX Outbound Service ("8XX Outbound") allows Customer to place Toll Free TDM or IP calls to CenturyLink owned or non-CenturyLink owned Toll Free numbers on Customer's CenturyLink dedicated access lines ("DALS"). 8XX Outbound is only available on DALs provisioned on CenturyLink DMS250, NGS, and IPLD switched. 8XX Outbound is not subject to an SLA. 8XX Outbound is governed by the CenturyLink RSS and/or Tariffs. CenturyLink reserves the right, upon 30 calendar days prior written notice to Customer, to cancel or modify 8XX Outbound. If Customer does not agree to the 8XX Outbound modifications, then Customer must notify CenturyLink prior to the expiration of the 30 day time frame that Customer wishes to cancel 8XX Outbound. Customer's continued use of 8XX Outbound after the 30-day time frame will indicate that Customer agrees to the modifications. Limitations. CenturyLink provides 8XX Outbound by routing and terminating the toll-free call to a CenturyLink dedicated facility that is connected to a LEC facility to allow re-origination to the dialed Toll Free number. CenturyLink is only responsible for getting the call to the LEC for re-origination. CenturyLink cannot provide any kind of support or help troubleshoot problems with toll free origination or termination once the call is delivered to the LEC for re-origination. Because all outbound Toll Free calls will re-originate from a LEC central office, the outbound toll-free call will route as if the call originates from the LEC central office, and not from the geographic location of Customer's DAL. If there is regional (i.e., calls only allowed to originate from specific states or disallowed from specific states) or point of call (geographic) routing on the dialed Toll Free number, the calt may not be completed. From time to time CenturyLink may add, change, and/or remove the central offices from which calls are re-originated, without notice to Customer. Customer requests for 8XX Outbound changes or additions, including additional 8XX Outbound traffic volumes, are subject to availability and CenturyLink's acceptance of the order. 2.4 Non-Completed Calls. "Non-completed Call Percentage Threshold" means 30% of all attempted calls, both completed and non- completed. If the percentage of Customer's calls that do not compfete (out of all attempted calls) meets or exceeds the Non-completed Call Percentage Threshold for any given monthly billing cycle, CenturyLink may, upon 30 calendar days notice to Customer, disconnect any and all circuit(s) providing Service on which the Non-completed Call Percentage Threshold was exceeded. 3. Term. This Service Exhibit will expire or terminate coterminous with the Agreement, unless terminated earlier by either party by providing 60 days advance written notice. 4. Charges. As applicable, Customer will pay the rates, Net Rates, Net Effective Rates, and all other charges set forth in the Pricing Attachment, RSS, ISS, Tariff, or Order Form. Customer is responsible for all metered usage charges and per call charges that occur from the point Service is available for Customer use, regardless of whether CenturyLink notifies Customer of Service availability. Domestic Long Distance calls crossing state boundaries, within the same LATA, will be billed at the interstate rate. The rates, Net Rates, and Net Effective Rates do not include costs associated with local access or CPE, which rates are described in the Service Exhibits specific to those services or in a separate agreement for such service. Customer's 8XX Outbound will bill the same rates as Customer's dedicated outbound Long Distance (1+). Customer understands and agrees that all 8XX Outbound calls will be billed to the trunk group owner, even if the dialed toll-free numbers belong to CenturyLink. CenturyLink reserves the right, upon 30 calendar days prior written notice to Customer, to charge an MRC for 8XX Outbound. If Customer does not agree to the MRC, then Customer must notify CenturyLink prior to the expiration of the 30 day time frame that Customer wishes to cancel 8XX Outbound. Customer's continued use of 8XX Outbound after the 30-day time frame will indicate that Customer agrees to pay the MRC. Unless a Net Rate or Net Effective Rate is specified in the Pricing Attachment, domestic Outbound Long Distance and 8XX Outbound, domestic Toll Free (including any features), domestic VNS, and domestic worldcard voice services will be charged at the Agreement rates in the Tariff, ISS, and RSS. Rates and Net Rates will be used for calculating Contributory Charges. Customer represents that it has received from a CenturyLink competitor an offer comparable to the offer in this Service Exhibit for the Services. OMR #N25247 (QLAGESZ) Page 9 O CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT DOMESTIC VOICE SERVICE EXHIBIT PRICING ATTACHMENT 1. Interstate. For all Interstate Long Distance usage, CenturyLink will bill Customer an 18 second minimum per call and 6 second increments. Domestic Interstate Per Minute Outbound Lon Distance Net Rate Ori ination — Termination Dedicated — Switched $0.0100 Switched — Switched $0.0230 Dedicated — Dedicated NS $0.0100 Domestic Interstate Per Minute Toll Free Net Rate Ori ination - Termination Switched — Dedicated $0.0189 Switched — Switched $0.0250 Domestic Interstate Net Rate worldcard — O tion 1 Ori ination — Tennination Per Minute Switched — Switched $0.0250 Per Call Surchar e from Non- Pa hone $0.3500 er call $0.3500 plus Per Call Surcharges from Payphone $0.5500 surcharge per a hone call Domestic Interstate Net Rate Directo Assistance (all states Directory Assistance — per call (up to two numbers ma be rovided er call $1.9900 2. Intrastate. Domestic Intrastate (including interLATA and intraLATA) Outbound Long Distance Per Minute By State Net Rate State Origination — Termination Washin ton Dedicated — Switched $0.0187 Washin ton Switched - Switched $0.0370 Domestic Intrastate (including interLATA and intraLATA) per Minute Toll Free Rates By State State Origination — Teimination Washin ton Switched — Dedicated $0.0189 Washin ton Switched — Switched $0.0361 Intrastate (including interLATA and intraLATA)worldcard - Option 1 Net By State Effective Rates State Per Minute Switched - Switched $0.0370 Washington Per Call Surchar e from Non-Pa hone $0.3500 Per Call Surcharges from Payphone $0.3500 $0.3000 OMR #N25247 (QLAGESZ) Page 10 �O CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.081111 3. LOCATIONS THRESHOLD. The Switched Inbound and Outbound Interstate rates and Dedicated Inbound and Outbound Interstate rates described under the Agreement will be provided to no more than 25 total locations (the "Locations Threshold"). Each location in excess of the Location Threshold requiring Switched Inbound and Outbound Interstate Service or Dedicated Inbound and Outbound Interstate Service will receive standard month-to-month RSS rates in lieu of the rates, discounts and/or credits specified herein. 4. INBOUND 8XX FEATURE(S). Customer will pay the following NRCs, MRCs, Change Charges and Surcharges, if applicable, for the Enhanced 8XX Features listed below ("Feature(s)"). Pricing for Features listed below is subject to change without notice and is sub'ect to a licable federal, state and local taxes, fees and surchar es. Feature NRC MRC Chan e Surchar e AltarnatP Call R�utina $50.00 per 8XX $50.00 er 8XX $50.00 per 8XX N/A Busy Ring No Answer (BRNA) Day of Week Routing (DOV� Day of Year (Holiday) Routing (DOY) Dialed Number ldentification Service (DNIS Direct Termination Overflow (DTO) EZ Route-Enhanced Reporting Manager (ERM) EZ Route-Menu and Database " EZ Route-Speech Recognition Menu & Database Routing " EZ Route-Percent Allocation, Time of Day, Day of Week, Area Code & Customer - Entered Digit Routing ' EZ Route-Bridging EZ Route Enhanced Reporting Manager (ERM) Extended Call Coveraqe (ECC) Industry Toll Free Directory Assistance Menu Project Account Codes (PAC) CenturyLink GeoPlus� Real Time ANI Tailored Call Coverage (TCC) Time of Day Routing (TOD) Transfer and Release (TnR) Control Center for Toll Free Super Trunk Overflow In Switch Overflow Trunk " Limited to 500 nodes per application. $150.00 per 8XX $50.00 per 8XX $50.00 per 8XX $15.00 per 8XX $50.00 per 8XX $500.00 per 8XX $150.00 per 8XX $150.00 per 8XX Included with EZ Route $0.00 ).00 er 8XX $50.00 ).00 er 8XX $50.00 00 $50.00 00 $15.00 ).00 er 8XX $50.00 $0 $50.00 per 8XX $50.00 per 8XX Included with EZ Route $0.05 ner MOU $0.01 aer call N/A 8XX N/A $0 $0.00 $0.08 per call Included with EZ Included with EZ Route Route $50.00 er 8XX $50.00 er 8XX $50.00 er 8XX N/A $35.00 per 8XX $35.00 per 8XX (standard) $3.00 per 8XX �standard) $2,00 per query $100.00 per 8XX $100.00 per 8XX ex edite ex edite $250.00 er 8XX $25:00 er 8XX $100.00 er 8XX $0.05 er call $50.00 er 8XX $50.00 er 8XX $50.00 er 8XX N/A $15.00 er 8XX $15.00 er 8XX $15.00 er 8XX N/A This advanced routing option is only offered through an alliance with AdGeo. Please contact AdGeo directly at 888-947-3100 or visit www.QwestGeoPlus.com Log-in: west PIN: west1 $0.00 $0.00 $0.00 N/A $50.00 er 8XX $0.00 $50.00 er 8XX N/A $50.00 er 8XX $50.00 er 8XX $50.00 er 8XX N/A $1,000.00 er 8XX $100.00 er 8XX $100.00 er 8XX $0.05 er transfer $0.00 $0.00 $0.00 N/A $50.00 er 8XX $50.00 er 8XX $50.00 er 8XX N/A $50.00 aer 8XX $50.00 per 8XX $50.00 per 8XX N/A OMR #N25247 (QLAGESZ) Page 11 O CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT DOMESTIC VOICE SERVICE EXHIBIT CENTURYLINK LOYAL ADVANTAGE AGREEMENT INTERNATIONAL VOICE SERVICE EXHIBIT 1. General; Definitions. Capitalized terms not defined in this Service Exhibit are defined in the Agreement. CenturyLink will provide International Voice Service ("Service under the terms of the Agreement, RSS, ISS, and this Service Exhibit. "Pricing AttachmenY' means a document containing rates specific to the Service and is incorporated by reference and made a part of this Service Exhibit. 2. Service. 2.1 Description. International Voice Service consists of International Outbound Long Distance, Intemational Toll Free and International worldcard�. Except where specified otherwise, for international outbound voice service, the rates specified herein will only apply to international outbound voice service originating in the U.S. (subject to availability) and terminating intemationally using land- line facilities and will not apply to international outbound voice service terminating internationally using cellular facilities or, for international inbound voice service, the rates specified herein will only apply to intemational inbound voice service originating internationally using land-line and cellular facilities. However, airtime is charged for mobile calls. With respect to International Outbound Long Distance: (a) Per the Federal Trade Commission ("FTC"), telemarketers are required to transmit their telephone number to Caller ID services. As such, all telemarketers using CenturyLink commercial services are required to provide CPN/pseuda CPN according to the rules below: IF A TELEMARKETER DOES NOT PROVIDE CENTURYLINK WITH A NUMBER FOR THIS PURPOSE, THEIR BILLING TELEPHONE NUMBER WILL BE USED AS THE TRUNK GROUP'S CPN; and (b) Federal Do Not Calls rules require that companies that telemarket or engage in telephone solicitations adhere to the requirements set forth in 47 C.F.R. section 64.1200 (FCC) and 16 C.F.R. Part 310 (FTC). Please consult with your company's legal advisor for more information. 2.2 International IP Voice. Intemational IP Voice Service consists of IP international Long Distance and IP dedicated international Toll Free. Intemational IP Voice accepts international dedicated Long Distance traffic in IP format and converts such traffic for transmission across the telecommunications network. International IP Voice also accepts dedicated international Toll Free traffic and converts it into VoIP format for transmission to Customer. The pricing for International IP Voice services is the same as for non-IP dedicated international Long Distance and Toll Free. International IP Voice does not support local services, 911, E911, V911, operator services, local number portability, or directory listings. All use of International IP Voice will comply with and be subject to the Service Guide and AUP which are posted at http://www.qwest.centurylink.com/legal/. CenturyLink reserves the right to refuse to accept, suspend, or limit any or all of Customer's IP traffic not complying with the Service Guide technical specifications or that CenturyLink believes is adversely affecting other customers on the CenturyLink network. The Service Guide and AUP are incorporated into the Agreement by this reference. CenturyLink may reasonably modify the Service Guide and AUP to ensure compliance with applicable laws and regulations and to protect CenturyLink's network and customers, and such change will be effective upon posting to the Web site. 3. Charges. Customer will pay all applicable rates and charges as set forth in the Pricing Attachment, in the RSS, ISS, or Order Form. The per minute rates, country/mobile codes and charges contained in the Pricing Attachment are provided for informational purposes only, but should reflect the applicable rates as of the Effective Date of the underlying Agreement. The rates for International Voice Service are controlled by the RSS and are subject to change. The rates set forth in the Pricing Attachment do not inctude costs associated with local access. If a Term of less than one year is in effect, then Customer will not receive any discounts. No other discounts or promotions will apply. OMR #N25247 (QLAGESZ) Page 12 OO CenturyLink, Inc. All Rights Reserved. FOR INFORMATIONAL PURPOSES ONLY v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT INTERNATIONAL VOICE SERVICE EXHIBIT PRICING ATTACHMENT All rates are quoted in minutes and will be billed in the following initial and incremental time periods based on traffic type: International Voice Service Initial Billing Incremental Period Billin Period Outbound U.S. to International 30 seconds 6 seconds Outbound U.S. to Canada 30 seconds 6 seconds Outbound U.S. to Mexico 60 seconds 60 seconds International Toll Free Service "ITFS"/Universal International Freephone Number "UIFN" billing increments: ITFS/UIFN Initial Billing Period Incremental Billin Period Inbound International excludin Mexico to US 30 seconds 6 seconds Inbound Canada to US 30 seconds 6 seconds Inbound US to Canada 30 seconds 6 seconds Inbound Mexico to US 60 seconds 60 seconds International Outbound Long Distance. Switched Dedicated Origination - Origination - Country of Termination Switched Switched Termination Termination Rate Per Rate Per Minute Minute Afghanistan $0.8535 $0.8355 Albania $0.4104 $0.3924 Albania - Mobile/Special Services $0.3243 $0.3063 Algeria $0.3528 $0.3348 Algeria - Mobile/Special Services $0.3888 $0.3708 Andorra $0.1680 $0.1500 Andorra - Mobile/S ecial Services $0.3494 $0.3314 Angola $0.5256 $0.5076 Angola - Mobile/Special Services $0.5616 $0.5436 Anguilla $0.3024 $0.2844 Anguilla - Mobile/Special Services $0.3321 $0.3141 Antarctica $0.5850 $0.5670 Antigua $0.2671 $0.2491 Antigua - Mobile/Special Seroices $0.4230 $0.4050 Argentina $0.1125 $0.0945 Argentina - Mobile/Special Services $0.3454 $0.3274 OMR #N25247 (QLAGESZ) Page 13 O CenturyLink, tnc. All Rights Reserved. FOR INFORMATIONAL PURPOSES ONLY v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT INTERNATIONAL VOICE SERVICE EXHIBIT Armenia $0.4464 $0.4284 Armenia - Mobile/Special Services $0.4824 $0.4644 Aruba $0.2304 $02124 Aruba - Mobile/Special Services $0.2664 $0.2484 Ascension Island $1.1224 $1.1044 Australia $0.0614 $0.0434 Australia - Mobile/Special Services $0.2538 $0.2358 Austria $0.1066 $0.0886 Austria - Mobile/Special Services $0.3248 $0.3068 Azerbaijan $0.4976 $0.4796 Azerbaijan - Mobile/Special Services $0.4976 $0.4796 Bahamas $0.1440 $0.1260 Bahamas - Mobile/Special Services $0.1980 $0.1800 Bahrain $0.3816 $0.3636 Bahrain - Mobile/Special Services $0.4176 $0.3996 Bangladesh $0.4241 $0.4061 Bangladesh - Mobile/Special Services $0.6247 $0.6067 Barbados $0.3024 $0.2844 Barbados - Mobile/Special Services $0.3370 $0.3190 Belarus $0.4230 $0.4050 Belarus - Mobile/Special Services $0.4500 $0.4320 Belgium $0.0540 $0.0360 Belgium - Mobile/Special Services $0.2970 $0.2790 Belize $0.3816 $0.3636 Belize - Mobile/Special Services $0.5542 $0.5362 Benin $0.3384 $0.3204 Benin - Mobile/Special Services $0.4680 $0.4500 Bermuda $0.1872 $0.1692 Bermuda - Mobile/Special Services $0.2232 $0.2052 Bhutan $0.7584 $0.7404 Bhutan - Mobile/Special Seroices $0.8280 $0.8100 Bolivia $0.2873 $0.2693 Bolivia - Mobile/Special Services $0.3869 $0.3689 Bosnia & Herzegovina $0.3010 $0.2830 Bosnia & Herzegovina - Mobile/Special g0.4032 $0.3852 Services Botswana $0.3240 $0.3060 Botswana - Mobile/Special Services $0.3960 $0.3780 Brazil $0.1440 $0.1260 Brazil - Mobile/Special Services $0.3022 $0.2842 British Virgin Islands $0.2376 $0.2196 British Virgin Islands - Mobile/Special $0.1917 $0.1737 Services Brunei $0.3816 $0.3636 Brunei - Mobile/Special Services $0.4176 $0.3996 Bulgaria $0.2520 $0.2340 Bulgaria - Mobile/Special Services $0.3348 $0.3168 Burkina Faso $0.4176 $0.3996 Burkina Faso - Mobile/Special $0.4680 $0.4500 Services Burundi $0.8208 $0.8028 Burundi - Mobile/Special Services $0.3448 $0.3268 Cambodia $0.9216 $0.9036 OMR #N25247 (QLAGESZ) Page 14 �O CenturyLink, Inc. All Rights Reserved. FOR INFORMATIONAL PURPOSES ONLY v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT INTERNATIONAL VOICE SERVICE EXHIBIT Cambodia - Mobile/Special Services $0.9576 $0.9396 Cameroon $0.3967 $0.3787 Cameroon - Mobile/Special Services $0.5929 $0.5749 Canada $0.0449 $0.0269 Cape Verde Islands $0.4770 $0.4590 Cape Verde Islands - Mobile/Special $0.6030 $0.5850 Services Cayman Islands $0.2160 $0.1980 Cayman Islands - Mobile/Special $0.2430 $0.2250 Services Central African Republic $0.7942 $0.7762 Central African Republic - $0.8280 $0.8100 Mobile/S ecial Services Chad $1.2494 $1.2314 Chad - Mobile/Special Services $0.8972 $0.8792 Chile $0.1632 $0.1452 Chile - Mobile/Special Services $0.3402 $0.3222 China $0.1642 $0.1462 China - Mobile/Special Services $0.2664 $0.2484 Christmas & Cocos Islands $0.1366 $0.1186 Colombia $0.1778 $0.1598 Colombia - Mobile/Special Services $0.3096 $0.2916 Comoros $0.6696 $0.6516 Comoros - Mobile/Special Services $0.6480 $0.6300 Congo, Republic of $0.5292 $0.5112 Cook Islands $5.4000 $5.3820 Cook Islands - Special Services $4.6980 $4.6800 Costa Rica $0.2268 $0.2088 Costa Rica - Mobile/Special Services $0.2628 $0.2448 Croatia $0.2873 $0.2693 Croatia - Mobile/Special Services $0.3606 $0.3426 Cuba $0.9180 $0.9000 Cuba - Guantanamo Bay $1.0080 $0.9900 Cyprus $0.3024 $0.2844 Cyprus - Mobile/Special Services $0.4102 $0.3922 Czech Republic $0.2376 $0.2196 Czech Republic - Mobile $0.3246 $0.3066 S ecial/Services Denmark $0.1080 $0.0900 Denmark - Mobile/Special Services $0.2880 $0.2700 Diego Garcia $2.7180 $2.7000 Djibouti $0.5263 $0.5083 Djibouti - Mobile/Special Services $0.7063 $0.6883 Dominica $0.3134 $0.2954 Dominica - Mobile/Special Services $0.4230 $0.4050 Dominican Republic $0.1778 $0.1598 Dominican Republic - Mobile/Special $0.2160 $0.1980 Services East Timor $1.3500 $1.3500 Ecuador $0.2668 $0.2488 Ecuador - Mobile/Special Services $0.3672 $0.3492 Egypt $0.3283 $0.3103 Egypt - Mobile Special/Services $0.4608 $0:4428 EI Salvador $0.2189 $0.2009 OMR #N25247 (QLAGESZ) Page 15 �O CenturyLink, Inc. All Rights Reserved. FOR INFORMATIONAL PURPOSES ONLY v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT INTERNATIONAL VOICE SERVICE EXHIBIT EI Salvador - Mobile/Special Services $02518 $0.2338 Equatorial Guinea $0.9648 $0.9468 Equatorial Guinea - Mobile/Special $1.0080 $0.9900 Services Eritrea $0.6703 $0.6523 Estonia $0.3096 $0.2916 Estonia - Mobile/Special Services $0.4918 $0.4738 Ethiopia $0.6120 $0.5940 Ethiopia - Mobile/Special Services $0.6480 $0.6300 Faeroe Islands $0.2760 $0.2580 Falkland Islands (Islas Malvinas) $1.1250 $1.1070 Fiji Islands $0.5220 $0.5040 Fiji Islands - Mobile/Special Services $0.6539 $0:6359 Finland $0.1080 $0.0900 Finland - Mobile Special/Services $0.2340 $0.2160 France $0.0540 $0.0360 France - Mobile/Special Services $0.2662 $0.2482 French Antilles (incl. Martinique) $0.2736 $0.2556 French Guiana $0.3564 $0.3384 French Guiana - Mobile/Special $0.4680 $0.4500 Services French Polynesia $0.4976 $0.4796 Gabon Republic $0.4248 $0.4068 Gabon Republic - Mobile/Special $0.4608 $0.4428 Services Gambia $0.3672 $0.3492 Gambia - Mobile/Special Services $0.5189 $0.5009 Georgia $0.5294 $0.5114 Georgia - Mobile/Special Services $0.5506 $0.5326 Germany $0.0540 $0.0360 Germany - Mobile/Special Services $0.2970 $0.2790 Ghana $0.3312 $0.3132 Ghana - Mobile/Special Services $0.3672 $0.3492 Gibraltar $0.3812 $0.3632 Gibraltar- Mobile/Special Services $0.4342 $0.4162 Greece $0.1300 $0.1120 Greece - Mobile Special/Services $0.2662 $0.2482 Greenland $0.7650 $0.7470 Greenland - Mobile/Special Services $0.7650 $0.7470 Grenada $0.3254 $0.3074 Grenada - Mobile/Special Services $0.3614 $0.3434 Guadeloupe $0.2808 $0.2628 Guadeloupe - Mobile/Special Services $0.4630 $0.4450 Guatemala $0.2189 $0.2009 Guatemala - Mobile/Special Services $0.3276 $0.3096 Guinea $0.4320 $0.4140 Guinea - Mobile/Special Services $0.5758 $0.5578 Guinea-Bissau $1.4189 $1.3976 Guinea-Bissau - Mobile/Special $2,2500 $2.2320 Services Guyana $0.5280 $0.5100 Guyana - Mobile/Special Services $0.6075 $0.5895 OMR #N25247 (QLAGESZ) Page 16 �O CenturyLink, Inc. All Rights Reserved. FOR INFORMATIONAL PURPOSES ONLY v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT INTERNATIONAL VOICE SERVICE EXHIBIT Haiti $0.3706 $0.3526 Haiti - Mobile $0.4342 $0.4162 Haiti - Special Services $0.5400 $0.5220 Honduras $0.4500 $0.4320 Honduras - Mobile/Special Services $0.5220 $0.5040 Hong Kong $0.1150 $0.0970 Hong Kong - Mobile/Special Services $0.1656 $0.1476 Hungary $0.0836 $0.0656 Hungary - Mobile/Special Services $0.3502 $0.3322 Iceland $0.2520 $0.2340 Iceland - Mobile/Special Services $0.3745 $0.3565 India $0.2610 $0.2430 India - Mobile/Special Services $0.4176 $0.3996 Indonesia $0.1215 $0.1035 Indonesia - Mobile/Special Services $0.3238 $0.3058 INMARSAT - 870 $6.3000 $6.2820 INMARSAT - Atlantic East $6.3000 $6.2820 INMARSAT - Atlantic West $6.3000 $6.2820 INMARSAT - Indian $6.3000 $6.2820 INMARSAT - Pacific $6.3000 $6.2820 International Nefinrorks $4.2353 $4.2142 Iran $0.4651 $0.4471 Iran - Mobile/Special Services $0.6264 $0.6084 lraq $0.7835 $0.7709 Ireland $0.1080 $0.0900 Ireland - Mobile/Special Services $0.3150 $0.2970 Iridium $3.6529 $3.6318 Israel $0.0630 $0.0450 Israet - Mobile/Special Services $0.1726 $0.1546 Italy $0.0529 $0.0349 Italy - Mobile/Special Services $0.2835 $0.2655 Ivory Coast $0.5335 $0.5155 Ivory Coast - Mobile/Special Services $0.6408 $0.6228 Jamaica $0.3215 $0.3035 Jamaica - Mobile/Special Services $0.4553 $0.4246 Japan $0.0656 $0.0476 Japan - Mobile/Special Services $0.3023 $0.2753 Jordan $0.4651 $0.4471 Jordan - Mobile/Special Services $0.5352 $0.5172 Kazakhstan $0.1984 $0.1804 Kazakhstan - Mobile/Special Services $0.2650 $0.2470 Kenya $0.4320 $0.4140 Kenya - Mobile/Special Services $0.4680 $0.4500 Kiribati $0.9212 $0.9032 Kiribati - Mobile/Special Services $1.1250 $1.1070 Korea, North $0.8208 $0.8028 Korea, South $0.1222 $0.1042 Korea, South - Mobile/Special Services $0.1510 $0.1330 Kuwait $0.3830 $0.3650 Kuwait - Mobile/Special Services $0.5328 $0.5148 Kyrgyzstan $0.2531 $0.2351 Kyrgyzstan - Mobile/Special Services $0.4658 $0.4478 OMR #N25247 (QLAGESZ) Page 17 OO CenturyLink, Inc. All Rights Reserved. FOR INFORMATIONAL PURPOSES ONLY v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT INTERNATIONAL VOICE SERVICE EXHIBIT Laos $0.8304 $0.8124 Laos - Mobile/Special Services $1.0397 $1.0217 Latvia $0.3010 $02830 Latvia - Mobile/Special Services $0.4492 $0.4312 Lebanon $0.4378 $0.4198 Lebanon - Mobile/Special Services $0.5198 $0.5018 Lesotho $0.4392 $0.4212 Lesotho - Mobile/Special Services $0.4752 $0.4572 Liberia $0.3312 $0.3132 Liberia - Mobile/Special Services $0.6982 $0.6802 Libya $0.4464 $0.4284 Libya - Mobile/Special Services $0.5580 $0.5400 Liechtenstein $0.1300 $0.1120 Liechtenstein - Mobile/Special Services $0.1958 $0.1778 Lithuania $0.3010 $0.2830 Lithuania - Mobile/Special Services $0.4953 $0.4773 Luxembourg � $0.1080 $0.0900 Luxembourg - Mobile/Special Services $0.3150 $0.2970 Macau $0.4024 $0.3844 Macau - Mobile/Special Services $0.4464 $0.4284 Macedonia $0.3096 $0.2916 Macedonia - Mobile/Special Services $0.4230 $0.4050 Madagascar $1.2672 $1.2492 Madagascar - Mobile/Special Services $1.3032 $1.2852 Malawi $0.3456 $0.3276 Malawi - Mobile/Special Services $0.3816 $0.3636 Malaysia $0.0667 $0.0487 Malaysia - Mobile/Special Services $0.1726 $0.1546 Maldives $0.6864 $0.6684 Maldives - Mobile/Special Services $2.2500 $2.2320 Mali Republic $0.5616 $0.5436 Mali Republic - Mobile/Special $0.4782 $0.4602 Services Malta $0.2952 $0.2772 Malta - Mobile/Special Services $0.3312 $0.3132 Marshalllslands $0.6750 $0.6570 Mauritania $0.5184 $0.5004 Mauritius $0.5824 $0.5644 Mauritius - Mobile/Special Services $0.6930 $0.6750 Mayotte Island $0.6696 $0.6516 Mayotte Island - Mobile/Special $0.8518 $0.8338 Services Mexico Step 1-3 $0.1150 $0.0970 Mexico Step 4 - 7 $0.1154 $0.0974 Mexico Step 8 $0.1260 $0.1080 Micronesia $0.5130 $0.4950 Moldova $0.3967 $0.3787 Moldova - Mobile/Special Services $0.7729 $0.7549 Monaco $0.1080 $0.0900 Monaco - Mobile/Special Services $0.3494 $0.3314 Mongolia $0.8640 $0.8460 Montserrat $0.3420 $0.3240 Montserrat - Mobile/Special Services $0.5130 $0.4950 OMR #N25247 (QLAGESZ) Page 18 �O CenturyLink, Inc. All Rights Reserved. FOR INFORMATIONAL PURPOSES ONLY v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT INTERNATIONAL VOICE SERVICE EXHIBIT Morocco $0.4129 $0.3949 Morocco - Mobile/Special Services $0.4673 $0.4493 Mozambique $0.4549 $0.4369 Mozambique - Mobile/Special Services $0.5760 $0.5580 Myanmar (Formerly Burma) $1.0906 $1.0726 Namibia $0.4950 $0.4770 Namibia - Mobile/Special Services $0.4032 $0.3852 Nauru $1.4400 $1.4220 Nauru - Mobile/Special Services $2.2235 $2.1706 Nepal $0.5544 $0.5364 Nepal - Mobile/Special Services $0.6930 $0.6750 Netherlands $0.0540 $0.0360 Netherlands - Mobile/Special Services $0.3420 $0.3240 Netherlands Antilles $0.2435 $0.2255 Netherlands Antilles - Mobile/Special $0.3282 $0.3082 Services New Caledonia $0.6048 $0.5868 New Zealand $0.1300 $0. New Zealand - Mobile/Special Services $0.3033 $0.2853 Nicaragua $0.3060 $0.2880 Nicaragua - Mobile/Special Services $0.3420 $0.3240 Niger Republic $0.5136 $0.4956 Niger Republic - Mobile/Special $0.3613 $0.3433 Services Nigeria $0.4230 $0.4050 Nigeria - Mobile/Special Services $0.5026 $0.4846 Niue $2.2680 $2.2500 Niue - MobilelSpecial Services $2.2680 $2.2500 Norfolk Island $1.7894 $1.7714 Norway $0.1080 $0.0900 Norway - Mobile/Special Services $0.2223 $0.2043 Oman $0.4860 $0.4680 Oman - Mobile/Special Services $0.5220 $0.5040 Pakistan $0.5400 $0.5220 Pakistan - Mobile/Special Services $0.5328 $0.5148 Palau, Republic of $0.5400 $0.5220 Palestine $0.1510 $0.1330 Palestine Mobile $0.2025 $0.1845 Panama $0.3010 $0.2830 Panama - Mobile/Special Services $0.3456 $0.3276 Papua New Guinea $0.3600 $0.3420 Papua New Guinea - Mobile/Special $1.8000 $1.7820 Services Paraguay $0.3312 $0.3132 Paraguay - Mobile/Special Services $0.3851 $0.3671 Peru $0.2285 $0.2105 Peru - Mobile/Special Services $0.3382 $0.3202 Philippines $0.2070 $0.1890 Philippines - Mobile/Special Services $0.3330 $0.3150 Poland $0.0784 $0.0604 Poland - Mobile Special/Services $0.3650 $0.3470 Portugal $0.0688 $0.0508 Portugal - Mpbile/Special Services $0.2970 $0.2790 OMR #N25247 (QLAGESZ) Page 19 OO CenturyLink, Inc. All Rights Reserved. FOR INFORMATIONAL PURPOSES ONLY v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT INTERNATIONAL VOICE SERVICE EXHIBIT Qatar $0.5670 $0.5490 Qatar - Mobile/Special Seroices $0.6300 $0.6120 Reunion Island $0.6671 $0.6491 Reunion Island - Mobile/Special $0.7222 $0.7042 Services Romania $0.1980 $0.1800 Romania - Mobile/Special Services $0.4234 $0.4054 Russia $0.1915 $0.1735 Russia - Mobile/Special Services $0.2520 $0.2340 Rwanda $0.6216 $0.6036 San Marino $0.1424 $0.1244 San Marino - Mobile/Special Senrices $2.0250 $2.0070 Sao Tome $2.0250 $2.0070 Saudi Arabia $0.3967 $0.3787 Saudi Arabia - Mobile/Special Services $0.5544 $0.5364 Senegal Republic $0.5335 $0.5155 Senegal Republic - Mobile/Special $0.6565 $0.6385 Services Seychelles Islands $0.7404 $0.7224 Seychelles Islands - MobilelSpecial $0.4998 $0.4818 Services Sierra Leone $0.5850 $0.5670 Sierra Leone - Mobile/Special Services $0.5436 $0.5256 Singapore $0.1573 $0.1393 Singapore - Mobile/Special Services $0.2160 $0.1980 Slovak Republic $0.2326 $0.2146 Slovak Republic - Mobile/Special $0.3606 $0.3426 Services Slovenia $0.2520 $0.2340 Slovenia - Mobile/Special Services $0.4024 $0.3844 Solomon Islands $1.3500 $1.3320 Solomon Islands - Mobile/Special $1.8000 $1.7820 Services Somalia $1.3235 $1.3055 South Africa $0.0900 $0.0720 South Africa - Mobile/Special Services $0.3382 $0.3202 Spain $0.0540 $0.0360 Spain - Mobile/Special Services $0.3389 $0.3187 Sri Lanka $0.5184 $0.5004 Sri Lanka - Mobile/Special Services $0.5544 $0.5364 St. Helena $0.9106 $0.8926 St. Kitts/Nevis $0.2729 $0.2549 St. Kitts/Nevis - Mobile/Special $0.4242 $0.4062 Services St. Lucia $0.2808 $0.2628 St. Lucia - Mobile/Special Services $0.4712 $0.4532 St. Pierre/Miquelon $0.2688 $0.2508 St. Vincent/Grenadines $0.3336 $0.3156 St. VincenUGrenadines - $0.4417 $0.4237 Mobile/S ecial Services Sudan $0.6336 $0.6156 Sudan - Mobile/Special Services $0.4995 $0.4815 Suriname $0.6468 $0.6288 Suriname - Mobile/Special Services $0.6008 $0.5828 Swaziland $0.2952 $0.2772 OMR #N25247 (QLAGESZ) Page 20 �O CenturyLink, Inc. All Rights Reserved. FOR INFORMATIONAL PURPOSES ONLY v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT INTERNATIONAL VOICE SERVICE EXHIBIT Swaziland - Mobile $0.3312 $0.3132 Sweden $0.0900 $0.0720 Sweden - Mobile/Special Services $0.3282 $0.3102 Switzerland $0.0540 $0.0360 Switzerland - Mobile/Special Services $0.3918 $0.3738 Syrian Arab Republic $0.5328 $0.5148 Syrian Arab Republic - Mobile/Special $0.5688 $0.5508 Services Taiwan $0.1150 $0.0970 Taiwan - Mobile/Special Senrices $0.1510 $0.1330 Tajikistan $0.3812 $0.3578 Tajikistan - Mobile/Special Services $0.3812 $0.3578 Tanzania $0.4860 $0.4680 Tanzania - Mobile/Special Services $0.5832 $0.5652 Thailand $0.1292 $0.1112 Thailand - Mobile/Special Services $0.2952 $0.2772 Togo $0.5436 $0.5256 Togo - Mobile/Special Services $0.6930 $0.6750 Tokelau $1.8090 $1.7910 Tokelau - Mobile/Special Services $1.8360 $1.8180 Tonga Islands $0.5537 $0.5357 Tonga Islands - Mobile/Special $0.5027 $0.4847 Services Trinidad & Tobago $0.3010 $0.2830 Trinidad & Tobago - Mobile/Special $0.2986 $0.2806 Services Tunisia $0.3918 $0.3738 Tunisia - Mobile/Special Seroices $0.3918 $0.3738 Turkey $0.2736 $0.2556 Turkey - Mobile/Special Services $0.3398 $0.3218 Turkmenistan $0.6035 $0.5855 Turkmenistan - Mobile/Special $0.6035 $0.5855 Services Turks & Caicos $0.4024 $0.3844 Turks & Caicos - Mobile/Special $0.4455 $0.4275 Services Tuvalu $2.0118 $1.9938 Tuvalu - Mobile/Special Services $4.9680 $4.9500 Uganda $0.3967 $0.3787 Uganda - Mobile/Special Services $0.4464 $0.4284 Ukraine $0.2462 $0.2282 Ukraine - Mobile/Special Services $0.3600 $0.3420 United Arab Emirates $0.4342 $0.4098 United Arab Emirates - Mobile/Special $0.5850 $0.5670 Services United Kingdom $0.0518 $0.0338 United Kingdom - Mobile/Special $0.3600 $0.3420 Services Uruguay $0.3240 $0.3060 Uruguay - Mobile/Special Services $0.3600 $0.3420 Uzbekistan $0.2531 $02351 Vanatu - Mobile/Special Services $2.1389 $2.1209 Vanatu, Republic of $1.3702 $1.3522 Venezuela $0.1984 $0.1804 Venezuela - Mobile/Special Services $0.3454 $0.3274 OMR #N25247 (QLAGESZ) Page 21 �O CenturyLink, Inc. All Rights Reserved. FOR INFORMATIONAL PURPOSES ONLY v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT INTERNATIONAL VOICE SERVICE EXHIBIT Vietnam $0.4500 $0.4320 Vietnam - Mobile/Special Services $0.5400 $0.5220 Wallis & Futuna Islands $2.2680 $2.2500 Western Samoa $0.5718 $0.5538 Yemen Arab Republic $0.5054 $0.4874 Yemen Arab Republic - Mobile/Special �0.5882 $0.5702 Services Yugoslavia - Mobile/Special Services $0.3960 $0.3780 Yugoslavia (incl. Serbia) $0.3488 $0.3308 Zaire, Republic of $0.5718 $0.5538 Zaire, Republic of - Mobile/Special $0.6882 $0.6702 Services Zambia $0.3967 $0.3787 Zambia - Mobile/Special Services $0.4464 $0.4284 Zimbabwe $0.3240 $0.3060 Zimbabwe- Mobile/Special Services $0.4565 $0.4385 ITFS/UIFN. In certain countries, the following applications are not permitted for ITFS/UIFN: calling card, VRU (Voice Response Unit), operator services, third-country termination, dial tone, dial up access, dead air or any other response the individual carrier deems inappropriate to ITFS. Originating carriers treat all carriers equally regarding these restrictions. Restrictions on usage are imposed on all other carriers, including CenturyLink, by the originating carriers. ITFS service orders violating the restrictive guidelines of the originating carrier will not be processed by CenturyLink's ITFS/UIFN implementation group. Toll-free originating carriers finding usage in violation of their guidelines can, and will, block toll-free numbers on the originating side of the call without notice or appeal. Carriers may change their restrictions to be more restrictive without notice to CenturyLink. Information regarding which country has this type of limitation is located in the "ITFS/UIFN Availability Matrix." CenturyLink is able to supply a copy of the ITFS/UIFN Availability Matrix upon request. ITFS/UIFN MRC Per Number NRC Per Number ITFS $10.00 N/A UIFN $10.00 $160.00 UIFN is a service which allocates 1 toll free number to be used in multiple foreign countries to call the United States and bill to the number in the United States. Countries which are currently available for UIFN are indicated in the table below. There is an NRC and an MRC, which are applicable per number, regardless of the number of countries in which the number is active. The per minute rates using the UIFN number are the same as the ITFS rates listed in the table below. The UIFN nonrecurring charge and monthly rate applies to any CenturyLink product where the customer subscribes to UIFN(s). UIFN Switched Origination - Switched Origination - Country of Origination Switched Termination Dedicated Termination Availability Rate Per Minute Rate Per Minute An uilla $1.0260 $1.0080 Anti ua $0.5292 $0.5112 Ar entina YES $0.8730 $0.8550 Australia YES $0.1530 $0.1350 Bahamas $0.2430 $0.2250 Bahrain $0.5148 $0.4968 Barbados $0.3330 $0.3150 Bel ium YES $0.1080 $0.0900 Bermuda $0.4212 $0.4032 Brazil YES $0.4644 $0.4464 British Vir in Islands $1.0260 $1.0080 Canada $0.0630 $0.0450 OMR #N25247 (QLAGESZ) Page 22 OO CenturyLink, Inc. All Rights Reserved. FOR INFORMATIONAL PURPOSES ONLY v1.081111 worldcard Switched Origination to Switched Termination Rate Schedule. CENTURYLINK LOYAL ADVANTAGE AGREEMENT INTERNATIONAL VOICE SERVICE EXHIBIT Ca man Islands $0.2192 $02012 Chile $0.3708 $0.3528 China YES $0.7740 $0.7560 Colombia $0.4212 $0.4032 Costa Rica $0.9828 $0.9648 C rus $0.1662 $0.1482 Denmark YES $0.1260 $0.1080 Dominica $0.6703 $0.6523 Dominican Re ublic $0.1350 $0.1170 Fi'i $0.8190 $0.8010 Finland YES $0.2430 $0.2250 France YES $0.0810 $0.0630 German YES $0.0810 $0.0630 Greece $0.2107 $0.1927 Grenada $0.5710 $0.5530 Guatemafa $0.8820 $0.8640 Hon Kon YES $0.3150 $0.2970 Hun a YES $0.5292 $0.5112 India $0.9630 $0.9450 Indonesia $0.7164 $0.6984 Ireland YES $0.0900 $0.0720 Israel YES $0.1530 $0.1350 Ital YES $0.0810 $0.0630 Jamaica $0.2298 $0.2118 Ja an YES $0.3150 $0.2970 Korea, South YES $0.9180 $0.9000 Luxembour YES $0.2844 $0.2664 Macau YES $0.3780 $0.3600 Mala sia YES $0.4860 $0.4680 Mexico (Zone 1) $0.1530 $0.1350 Mexico (Zone 2) $0.1530 $0.1350 Mexico (Zone 3) $0.1530 $0.1350 Mexico (Zone 4) ' $0.1530 $0.1350 Montserrat $1.0260 $1.0080 Netherlands YES $0.0900 $0.0720 Netherlands Antilles $0.6750 $0.6570 New Zealand YES $0.1530 $0.1350 Norwa YES $0.2430 $0.2250 Panama $0.4284 $0.4104 Peru $1.2330 $1.2150 Phili ines YES $0.3150 $0.2970 Poland $0.5292 $0.5112 Portu al YES $0.2430 $0.2250 Sin a ore YES $0.3150 $0.2970 South Africa YES $0.6084 $0.5904 S ain YES $0.2430 $0.2250 St. Kitts $0.5882 $0.5702 St. Lucia $1.3860 $1.3680 St. VincenUGrenadine $0.7380 $0.7200 Sweden YES $0.2430 $0.2250 Switzerland YES $0.2430 $0.2250 Taiwan YES $0.5220 $0.5040 Thailand YES $0.5652 $0.5472 Trinidad & Toba o $0.5292 $0.5112 OMR #N25247 (QLAGESZ) Page 23 �O CenturyLink, Inc. All Rights Reserved. FOR INFORMATIONAL PURPOSES ONLY v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT INTERNATIONAL VOICE SERVICE EXHIBIT United Kinqdom YES $0.0810 $0.0630 Venezuela Canada Services - To and From Toll Free Services to and from Canada From Canada to United States Switched Origination - $0.063 Switched Termination Switched Origination - $0.045 Dedicated Termination Toll Free Service Switched termination service Terminatin in Canada available onl United States Switched Origination - Canada $0.063 Switched Termination $0.5904 worldcard Usage Switched Origination - Switched Per Call Termination Rate Per Minute Surchar e Canada to US $0.0720 $0.2500 Canada to International Per US to International rates in $0.5000 Section 5.1 worldcard International Origination to U.S. Termination. Switched Origination - Per Call Surcharge Country of Origination Switched Termination Rate per Minute Anti ua Barbuda $1.4040 $1.0000 Ar entina $1.4040 $1.0000 Australia (Tasmania, Chismas Islands, Cocos $0.5544 $1.0000 Islands Austria $0.7200 $1.0000 Bahamas $1.1448 $1.0000 Bahrain $2.0250 $1.0000 Barbados $0.8352 $1.0000 Belarus (Vitebsk, Grodno, Brest, Minsk, Moghilev, $1.1520 $1.0000 Gomel Bel ium $0.7200 $1.0000 Bermuda $1.1250 $1.0000 Bolivia $1.8360 $1.0000 Brazil � $0.7488 $1.0000 Brunei $2.2536 $1.0000 Bul aria $1.1520 $1.0000 Chile $1.0440 $1.0000 China $1.2384 $1.0000 Colombia San Andres Isl. $0.9720 $1.0000 Cook Island $7.1400 $1.0000 Costa Rica $0.8136 $1.0000 Croatia $1.1520 $1.0000 C rus $1.1520 $1.0000 Czech Re ublic $1.0440 $1.0000 Denmark $0.7200 $1.0000 Dominica $1.3500 $1.0000 Dominican Re ublic $0.8280 $1.0000 E t $1.4040 $1.0000 EI Salvador $1.4040 $1.0000 Fi'i Islands $2.2536 $1.0000 Finland $0.7200 $1.0000 OMR #N25247 (QLAGESZ) Page 24 O CenturyLink, Inc. All Rights Reserved. FOR INFORMATIONAL PURPOSES ONLY v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT INTERNATIONAL VOICE SERVICE EXHIBIT France Corsica Island $0.4608 $1.0000 French Guiana $1.1255 $1.0000 German $0.4536 $1.0000 Greece $0.9936 $1.0000 Guadeloupe (St Barthelemy, St. Martin French $1.1255 $1.0000 Part, Marie Galante Hon Kon $0.5904 $1.0000 Hun a $0.7200 $1.0000 Iceland $0.8568 $1.0000 India $2.7000 $1.0000 Indonesia Do not cover East Timor $1.3104 $1.0000 Ireland $0.6840 $1.0000 Israel-Beze Not cover Palestinian Territories $0.9648 $1.0000 Ital Elba Island, San Marino, Vatican Cit $0.6480 $1.0000 Ja an $0.5616 $1.0000 Jordan $1.7400 $1.0000 Ken a $2.1600 $1.0000 Korea South $1.0368 $1.0000 Lativa $1.4040 $1.0000 Lithuania $1:0440 $1.0000 Luxembour $0.7200 $1.0000 Macedonia $1.6200 $1.0000 Mala sia Peninsular Mala sia and East Mala sia $1.2312 $1.0000 Malta $0.9000 $1.0000 Martini ue $1.4040 $1.0000 Mauritius $2.2536 $1.0000 Mexico $0.9288 $1.0000 Monaco $0.7200 $1.0000 Netherlands $0.4392 $1.0000 New Zealand Chatham Islands $1.1520 $1.0000 Nicara ua $1.4328 $1.0000 Norwa Jan Ma en, Svalbard Islands $0.7200 $1.0000 Pakistan • $1.2600 $1.0000 Panama $1.4040 $1.0000 Peru $0.8568 $1.0000 Phili ines $1.1376 $1.0000 Poland $1.0584 $1.0000 Portu al Azores, Madeira $1.1016 $1.0000 Reunion Island France $0.9000 $1.0000 Romania $1.3500 $1.0000 Russia $1.1520 $1.0000 Sene al $2.2536 $1.0000 Sin a ore $1.1520 $1.0000 Slovak Re ublic $1.1520 $1.0000 Slovenia $0.3396 $1.0000 South Africa $0.9504 $1.0000 Spain (Balearic Island, Canary Islands, Ceuta, $0.8784 $1.0000 Melilla Islands SriLanka $1.8000 $1.0000 St. Kitts & Levis $1.4040 $1.0000 St. Pierre $1.4040 $1.0000 Sweden $0.7200 $1.0000 Switzerland Do not cover Liechtenstein $0.7200 $1.0000 S rian Arab Re ublic $1.7550 $1.0000 Taiwan $0.5976 $1.0000 Thailand $1.3608 $1.0000 Trinidad & Taba o $1.3500 $1.0000 U krai ne $1.1520 $1.0000 OMR #N25247 (QLAGESZ) Page 25 �O CenturyLink, Inc. All Rights Reserved. FOR INFORMATIONAL PURPOSES ONLY v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT INTERNATIONAL VOICE SERVICE EXHIBIT United Arab Emirates $0.8400 $1.0000 United Kingdom (England, Scotland, Wales, Nothern Ireland, Isle of Man, Guernsey, Channel $0.3168 $1.0000 Island Venezuela Mar arita Island $0.8100 $1.0000 Vietnam $1.7604 $1.0000 worldcard International Origination to Internationai Termination. Switched Origination - per Call Country of Origination Switched Termination Rate er Minute Surcharge Ar entina $1.4774 $1.00 Australia (Tasmania, Christmas Islands, Cocos Islands $0.7135 $1.00 Austria $0.8864 $1.00 Azores Portu al $1.7609 $1.00 Bel ium $0.7270 $1.00 Bolivia $2.4001 $1.00 Chile $1.6124 $1.00 China $1.7226 $1.00 Colombia San Andres IsL $1.6832 $1.00 Croatia, Re ublic of $1.4999 $1.00 Czech Re ublic $1.1768 $1.00 Denmark $0.5807 $� •� Dominican Re ublic $1.0645 $1.00 EI Salvador $1.2861 $1.00 Finland $0.6370 $1.00 France Corsica Island $0.5245 $1.00 French Gu ana $1.4346 $1.00 German $0.6721 $1.00 Greece $0.9092 $1.00 Guadeloupe (St Barthelemy, St. Martin French Part, Marie Galante $1.4346 $1.00 Hon Kon $0.5605 $1.00 Hun a $0.9824 $1.00 Iceland $1.2524 $1.00 Ireland $0.9809 $1.00 Israel-Beze Not cover Palestinian Territories $0.9998 $1.00 Ital Elba Island, San Marino, Vatican Ci $0.7614 $1.00 Ja an $0.9745 $1.00 Korea, South $0.7101 $1.00 Latvia $0.9850 $1.00 Luxembour $0.8586 $1.00 Macedonia $2.3663 $1.00 Madeira Islands $1.7609 $1.00 Martini ue $1.6463 $1.00 Mexico $1.0836 $1.00 Monaco $0.9938 $1.00 Netherlands $0.5234 $1.00 New Zealand Chatham Islands $0.6820 $1.00 Norwa Jan Ma en, Svalbard Islands $0.6280 $1.00 Panama $0.7758 $1.00 Phili ines $1.0274 $1.00 Poland $0.9722 $1.00 OMR #N25247 (QLAGESZ) Page 26 �O CenturyLink, Inc. All Rights Reserved. FOR INFORMATIONAL PURPOSES ONLY v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT INTERNATIONAL VOICE SERVICE EXHIBIT Portu al Azores, Madeira $1.7609 $1.00 Reunion Island $1.4346 $1.00 Russia $1.6124 $1.00 San Marino $0.7614 $1.00 Sin a ore $0.5189 $1.00 Slovak Re ublic $1.6911 $1.00 South Africa $1.3446 $1.00 Spain (Balearic Island, Canary Islands, Ceuta, $0.7742 $1.00 Melilla Islands St. Pierre & Mi uelon $1.4346 $1.00 Sweden $0.5796 $1.00 Switzerland Do not cover Liechtenstein $0.4289 $1.00 Ukraine $2.0061 $1.00 United Kingdom (England, Scotland, Wales, Northern Ireland, Isle of Man, Guernsey, Channel $0.6314 $1.00 Island Vatican Ci $0.7614 $1.00 OMR #N25247 (QLAGESZ) Page 27 �O CenturyLink, Inc. All Rights Reserved. FOR INFORMATIONAL PURPOSES ONLY v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT ISDN PRS, DSS ADVANCED OR UAS SERVICE EXHIBIT INDIVIDUAL CASE BASIS 1. General; Definitions. In order to qualify for the pricing in the Pricing Attachment under this individual case basis service exhibit ("Service ExhibiY'), Customer must order the total circuits indicated on the Pricing Attachment for each state, for CenturyLink QC Integrated Services Digital Network Primary Rate Service ("ISDN PRS"), or Digital Switched Service ("DSS") with "Advanced" or "Basic" trunks, or Uniform Access Solution Service ("UAS") (individually and collectively referred to as the "Service"). The Minimum Circuits must be installed within 30 days of the Effective Date ("Ramp Period"), unless an installation delay is caused by CenturyLink, and must remain installed during the Term of this Agreement.. The circuits may be aggregated across CenturyLink's local serving areas in Arizona, Colorado, Idaho, lowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington and Wyoming. CenturyLink will provide Service under the terms of the Agreement, Tariff, and this Service Exhibit. CenturyLink may be required to submit this Service Exhibit and any subsequent addenda for the Service to certain regulatory agencies for approval because the rates and some terms in this Service Exhibit are being offered on an individual case basis ("ICB"). The service specific rates, and the terms and conditions in the Termination Section of this Service Exhibit ("ICB Terms") require filing with or approval by regulatory agencies. Although the general terms and conditions of this Service Exhibit are effective on the Effective Date, the ICB Terms will not become effective for a given jurisdiction until the filing and approval requirements for that jurisdiction are fulfilled. The Service will be offered in accordance with the applicable Tariff until the ICB Terms become effective. If Customer receives reduced pricing under this Service Exhibit and a regulatory agency later invalidates the ICB Terms after they had become effective, Customer will pay to CenturyLink any difference in the amounts listed in the applicable Tariff for the Service and the amounts Customer was charged for the Service. When approved by the regulatory agencies, Customer may add additional quantities of Services pursuant to the Service Changes Section under the same terms and conditions with no further filing required. In the event a regulatory agency does not approve this Service Exhibit, the parties will enter into good faith negotiations to mutually resolve the failure to receive the necessary approval. This Service Exhibit will remain in full force and effect for the Service in all other jurisdictions. Other than the ICB Terms in this Service Exhibit, the Service will be governed by: (i) the Tariff applicable to the Service; and (ii) to the extent a comparable Tariff term or condition does not apply to the Service, the terms and conditions set forth in this Service Agreement. Capitalized terms not defined herein are defined in the Agreement. "Minimum Circuits" means the total circuits initially ordered for all states, as shown on each state's Pricing Attachment. "Minimum Service Period° means 12 months from the Start of Service date. "Pricing AttachmenY' means the document containing Rates, Service Term and other location-specific information, which is incorporated by reference and made a part of this Service Exhibit. "Rates" means the MRCs and NRCs for the Service. "Service Term" means the term length for Service on the Pricing Attachment(s), which will commence on the Start of Service date for the first Service added on the Pricing Attachment. "Start of Service" means the effective bill date of the service order to add Service to Customer's account, as evidenced by CenturyLink records. 2. Service. Service is subject to Tech Pub 77400. 2.1 Service Description. (a) ISDN PRS. If Customer purchases ISDN PRS, CenturyLink will provide digital intraLATA, intrastate, switched local exchange telecommunications service utilizing ISDN PRS technology that transports and distributes voice, data, image, and facsimile communications separately or simultaneously over the public, switched, local exchange network. An ISDN PRS circuit includes a DS1 facility, an ISDN PRS service configuration, and trunks. ISDN PRS operates at 1.544 megabits per second (Mbps). ISDN PRS may be configured as 23 B channels and one D channel, 24 B channels only (246), or 23 B channels and one back-up D channel (236+BUD). Each B channel transmits voice or data at 64 kilobits per second (Kbps). The D channef carries signaling information at 64 Kbps. (b) ISDN PRS-UAS. If Customer purchases ISDN PRS, Customer may also select Uniform Access Solution service as an optional feature as that service is defined in the Tariff under Primary Rate Service. An ISDN PRS-UAS circuit provides digital service with single-number route indexing, which includes a DS1 facility with common equipment, and a network connection which provides for local exchange, toll network access. Each DS1 facility utilizes channels configured as: (i) in-only trunking; or (ii) two-way trunking. (c) DSS. If Customer purchases DSS, CenturyLink will provide Customer with a circuit that includes a digital DS1 facility, common equipment to interconnect with CenturyLink's local exchange switching office and Advanced or Basic flat-usage trunks and DID trunk termination for access to the local exchange and toll networks. DSS Advanced and Basic operates at a maximum speed of 1.544 Mbps. (d) UAS. If Customer purchases UAS, CenturyLink will provide Customer with a digital circuit with single-number route indexing, which includes a DS1 facility with common equipment, and a network connection which provides for local exchange, toll network access. Each DS1 facility utilizes channels configured as: (i) in-only trunking; or (ii) two-way trunking. 2.2 Information Service Providers. Customer represents and warrants that it (check one box): � IS NOT a provider of "information service," as that term is defined in 47 U.S.C. §153 (20). OMR #N25247 (QLAGESZ) Page 28 OO CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT ISDN PRS, DSS ADVANCED OR UAS SERVICE EXHIBIT INDIVIDUAL CASE BASIS ❑ IS a provider of "information service," as that term is defined in 47 U.S.C. §153 (20), and that ISDN PRS under this Service Exhibit WILL NOT be used to provide information service to its Subscribers, including termination or origination of Voice over Internet Protocol ("VoIP"). "Subscribers" means any entity to which Customer provides information service. If at any time during the Exhibit Term of this Service Exhibit this representation and warranty is no longer accurate, Customer agrees to notify CenturyLink and execute an amendment to add the ISP Certification Addendum. ❑ IS a provider of "information service", as that term is defined in 47 U.S.C. §153 (20), and that ISDN PRS under this Agreement WILL be used to provide information service to its Subscribers, including but not limited to termination or origination of Voice over Internet Protocol ("VoIP") and therefore agrees to the additional terms and conditions set forth in the ISP Certification Addendum attached hereto and incorporated herein by reference. "Subscribers" means any entity to which Customer provides information service. 2.3 Service Provided. (a) CenturyLink will provide and maintain the Service at the locations specified in the Pricing Attachment(s), and as requested on any subsequent order for Service or amendment to this Agreement. (b) CenturyLink will notify Customer of the date Service is available for use. In the event Customer informs CenturyLink that it is unable or unwilling to accept Service at such time, the subject Service will be held available for Customer for a period not to exceed 30 business days from such date ("Grace Period°). If after the Grace Period, Customer still has not accepted Service, CenturyLink may either: (i) commence with regular monthly billing for the subject Service; or (ii) cancel the subject Service. If Customer cancels an order for Service prior to the date Service is available for use, or is unable to accept Service during the Grace Period and CenturyLink cancels the Service at the end of the Grace Period, the Tariff cancellation charges may apply. 2.4. Customer Responsibilities for 911 Call Routing. (a) Customer understands and acknowledges that the PBX's main number Automatic Number ldentification (ANI) may be forwarded to a Public Safety Answering Point ("PSAP") during a 911 call. DID digits assigned to a PBX station may not be used for 911 calls unless an Automatic Location Identification (ALI) record has been created for the DID number. (b) Customer's PBX must be capable of recognizing "911" or "9911" digits as a complete dialing sequence, and routing those calls as an outbound local call. (c) Customer hereby agrees to release CenturyLink from any liability if an incorrect telephone number is forwarded to a PSAP as a result of PBX or ISDN PRS signaling parameters set by Customer. 2.5 Service Changes. (a) Moves. Customer may move the physical location of all or part of a Service to another location within a CenturyLink serving area, provided the following conditions are met: (i) Service moved to the new location is provided to Customer by CenturyLink; (ii) Customer advises CenturyLink that Service at the new location replaces the existing Service; (iii) Customer's request for disconnection of the existing Service and installation of the Service at the new location are received by CenturyLink on the same date; (iv) Customer requests that CenturyLink install the Service at the new location on or prior to the disconnection date of the existing Service; and (v) Customer agrees to pay all applicable rate and charges for the requested move and Service at the new location. (b) Additions to Service. Service may be added under a pricing Attachment up to 12 months prior to the expiration date its Service Term, at the MRCs specified therein. CenturyLink will supply such additions to Customer, subject to the following conditions: (i) the necessary facilities are available as determined by CenturyLink to provide the Service; and (ii) a new Minimum Service Period is established for each new addition to Service. If the Service being added is not itemized in the Pricing Attachment, Customer agrees to execute a written amendment evidencing such addition to Service. (c) Additions During Last 12 Months of Term. Service ordered during the last 12 months of the Term must be added (a) pursuant to a new agreement that may include the existing Service; or (b) on a, month-to-month basis at the rates in effect in the Tariff. 2.6 Out-of-Service Credit. If CenturyLink causes a Service interruption, an out-of-service credit will be calculated under the state local exchange Tariff. If there is no applicable Tariff and the interruption lasts for more than 24 consecutive hours after CenturyLink receives notice of it, CenturyLink will give Customer a credit calculated by dividing the MRC for the affected Service by 30 days and multiplying that daily rate by the number of days that Service was interrupted. 2.7 Use of Service. Customer represents and warrants that it will use ISDN PRS and its optional features for communiption purposes only. If CenturyLink determines that ISDN PRS or any optional feature is being used inappropriately, CenturyLink may disconnect the ISDN PRS service or feature without notice in accordance with any applicable termination provision of the Tariff, and the Termination Charges specified in the Termination section below may apply. 3. ExhibiUService Term; Termination. 3.1 Exhibit/Service Term. This Service Exhibit will begin on the Effective Date of the Agreement (or an amendment to the Agreement if Customer adds this Service Exhibit after the Effective Date of the Agreement) and will continue until the expiration or cancellation of the last to expire (or cancel) Service ("Exhibit Term"). The Service Term for each Service will be indicated on a Pricing OMR #N25247 (QLAGESZ) Page 29 OO CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.081111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT ISDN PRS, DSS ADVANCED OR UAS SERVICE EXHIBIT INDIVIDUAL CASE BASIS Attachment. Each Service ordered wiil have its own Minimum Service Period. Any Service installed for 12 consecutive months prior to being added under a Pricing Attachment will be deemed to have met the Minimum Service Period. At the conclusion of the Service Term, the MRC will revert to the month-to-month rate in the Tariff, unless Service is renewed for a new Service Term on a Pricing Attachment or new agreement. 3.2 Termination. (a) Either party may terminate this Service Exhibit in accordance with the applicable Tariff or for Cause. Customer may disconnect the number of "Permitted Disconnects" indicated on the Pricing Attachment, if any, without incurring a Termination Charge; provided that such Service has satisfied the requirements of the Minimum Service Period before any termination may be effective. If, prior to the conclusion of the Service Term, Service is terminated in excess of the Permitted Disconnects, either by CenturyLink for Cause or by Customer for any reason other than Cause, then Customer will also be liable for 100% of the MRC for terminated Service in excess of the Permitted Disconnects times the number of months (or fraction thereo� remaining (if any) in the Minimum Service Period, and 50% of the MRC times the number of months (or fraction thereofl remaining in the Service Term after the Minimum Service Period ("Termination Charge"). If no Permitted Disconnects are indicated on the Pricing Attachment, Customer will pay the Termination Charge for each circuit terminated, either by CenturyLink for Cause or by Customer for any reason other than Cause, prior to the Service Term. (b) A Termination Charge will be waived when all of the following conditions are met: (i) Customer discontinues Service and signs a new service agreement(s) for any other CenturyLink provided service(s); (ii) the new service agreement(s) have a total value equal to or greater than 115% of the remaining prorated value of the existing agreement(s) (excluding any special construction charges, applicable nonrecurring charges, or previously billed but unpaid recurring and nonrecurring charges); (iii) Customer places the orders to discontinue the Service and establish new service at the same time (within 30 calendar days of each other if service is in New Mexico); (iv) the new service(s) installation must be completed within 30 calendar days of disconnection of the Service, unless such installation delay is caused by CenturyLink; and (v) a new minimum service period, if applicable, goes into effect when the new service agreement term begins. The waiver does not apply to changes between regulated and unregulated or enhanced products and services. 3. Charges. 4.1 Charges for the Service are as set forth in the Pricing Attachment. Customer will pay the total MRC and NRC for the Service specified in the Pricing Attachment. For Service requested on any subsequent orders or amendments to this Agreement, Customer will also pay the total MRC and NRC specified on the subsequent orders or amendments. The MRC for the Service is based on the then current Service Term set forth in the Pricing Attachment and will not change during the Service Term provided that the Minimum Circuits are installed by the end of the Ramp Period and the total circuits do not drop below the Minimum Circuits threshold. ff due to Custome�'s request, actions or failure to act, the Minimum Circuits are not installed by the end of the Ramp Period or drop below the Minimum Circuits threshold, CenturyLink may adjust the pricing and Permitted Disconnects defined herein based on the actual number of circuits installed. Such adjusted pricing will be effective immediately following the rate adjustment. The MRCs will be used to calculate Contributory Charges. Customer will not be eligible for any discounts or promotions other than those specifically set forth herein. Such promotions will not be effective unless the applicable promotion term sheet is appended to this Service Exhibit. 4.2 If the MRCs herein are based upon Customer's intent to transition DS1 facilities to contracted DS3 or higher facilities ("Higher Facility") when available as indicated in a Pricing Attachment, Customer will have ten business days from the date the contracted Higher Facility is installed to migrate the Service contained herein to the contracted Higher Facility. In the event Customer's Service is not migrated, a pricing adjustment will be made to all DS1 facilities in service. The adjustment will be retroactive to the original installation date, as evidenced by CenturyLink records, and will be the difference between the rates provided herein based on the facilities riding a Higher Faality and the applicable rates for facilities not riding a Higher Facility. 4.3 If Service is not available in Customer's wire center, standard interoffice private line mileage charges ("Mileage MRC° and "Mileage NRC") for transport between switches will apply in addition to the rates and charges for the Service. ATTENTION: FINAL EXECUTED AGREEMENT, THIS SERVICE EXHIBIT AND THE PRICING ATTACHMENT MUST BE FORWARDED TO THE APPROPRIATE STATE REGULATORY FILING MANAGER. OMR #N25247 (QLAGESZ) Page 30 OO CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.0�1111 CENTURYLINK LOYAL ADVANTAGE AGREEMENT ISDN PRS, DSS ADVANCED OR UAS SERVICE EXHIBIT INDIVIDUAL CASE BASIS FOR THE STATE OF WASHINGTON PRICING ATTACMMENT CITY OF FEDERAL WAY Service Term: 24 Months Type of Service USOC & MRC/line for NRC 24 month Term � � � � ��,, , „�; ��'��� y%; ,�-; :��.� ,, ,. PRS Voice/Data DS1 Z4D $365.00 � $0.00 Service Location Circuit ID including City and State or BTN 33325 8 Ave. . Federal Way, WA 18003 Wire Center. 206 T350078404 AQCB Contract Number: Higher Facility I � (Yes or No) D) � No � 1 Total MRC: Total Circuits: 1 Permitted Disconnects: 0 Total MRC per location .00 Type of Service PRS Voice/Data DS1 OMR #N25247 (QLAGESZ) Page 31 OO CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.080811