Contract ID: Billing Code: Segment: 545035-01 01/02/03/03C Corporate West Account Manager: David H. Zuanelli

Exhibit 10.4

		Contract ID: Billing Code: Segment:		545035-01 01/02/03/03C Corporate West
		Account Manager:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

Verizon Business
Service Agreement

▇▇▇▇▇, Inc. (hereinafter “Customer”) ▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 1508		Pricing and/or promotional benefits in this Agreement may not be available if it is signed and delivered to Verizon after April 02, 2007.
/s/ ▇. ▇▇▇▇▇		3/5/07
▇. ▇▇▇▇▇, VP		Acceptance Date
Verizon Business Network Services Inc.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇		3/13/07
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President		Acceptance Date

General Terms and Conditions

This Verizon Business Service Agreement (“Agreement”) is made by and between “Verizon,” which refers to Verizon Business Network Services Inc, on behalf of MCI Communications Services, Inc. d/b/a Verizon Business Services and any other Verizon affiliates identified in applicable service attachments or the Guide (individually and collectively), and ▇▇▇▇▇, Inc. (“Customer”). The pricing in this Agreement is effective either: a) when Service (defined below) is installed if Customer has no Verizon service at the time this Agreement is accepted by Verizon or b) otherwise, by the first day of the second full billing cycle following acceptance of the Agreement by Verizon, except where a Service Attachment indicates otherwise for a particular service (“Effective Date”). Verizon Acceptance occurs upon Verizon’s signature.

Customer Consent to Use of Customer Proprietary Network Information (CPNI). Verizon acknowledges that it has a duty, and ▇▇▇▇▇▇▇▇ has a right, under federal and/or state law to protect the confidentiality of ▇▇▇▇▇▇▇▇’s CPNI. CPNI includes information relating to the quantity, technical configuration, type, destination, location, and amount of use of the telecommunications services Customer purchases from Verizon, as well as related local and toll billing information, made available to Verizon solely by virtue of Customer’s relationship with Verizon. With Customer consent, Verizon may share Customer CPNI and other Confidential Information among its affiliates, including Verizon Wireless, and with agents and partners, so that all may use this information to offer Customer the full range of products and services offered by Verizon and its affiliates, including local, long distance, wireless, and Internet services (see ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ for a description of Verizon companies and services). By signing this Agreement, ▇▇▇▇▇▇▇▇ consents to ▇▇▇▇▇▇▇ using and disclosing ▇▇▇▇▇▇▇▇ CPNI as described above. Customer may refuse CPNI consent by signing this Agreement and by notifying Verizon in writing at ▇▇▇▇-▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇-▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ of Customer’s decision to withhold Customer’s consent. Customer’s consent or refusal to consent will remain valid until Customer otherwise advises Verizon, and in either case, will not affect Verizon’s provision of services to Customer.

ILECS and Verizon Wireless. The Terms and Conditions below do not apply to Services provided by Verizon incumbent local exchange carriers (“ILECs”) or by Celico Partnership and its affiliates d/b/a Verizon Wireless (“Verizon Wireless”), which are governed solely by the Service Attachments for such Services and in the case of ILEC Services, applicable Tariffs (defined below). A Verizon Wireless Service Attachment becomes a part of this Agreement only once it is executed by Verizon Wireless and the Customer.

1.

Services. Verizon will provide the products and services (“Services”) in the Services Attachments.

	•		Voice Over IP Service
	•		Local Service — CLEC

Contract ID: 545035-01

Verizon Business
Service Agreement

	•		Long Distance Service
	•		Toll Free Service
	•		Audio Conferencing and Net Conferencing Service
	•		Video Conferencing Service
	•		Network Access
	•		Frame Relay — Domestic Service
	•		Private IP — Domestic
	•		Private IP — International
	•		Private Line — Metro Access Service
	•		Internet Dedicated NxT1 Service
	•		Internet Dedicated T1 Service
	•		Internet Dedicated T3 Service
	•		Internet Dedicated Ethernet Service
	•		Internet Dedicated Fast Ethernet Port Only Service
	•		Managed WAN Service
	•		Internet Dedicated — Managed Service
	•		Customer Premises Equipment
	•		Data Center Colocation Service — Standard
	•		Data Center Colocation Service — Advanced
	•		Data Center Colocation Service — Premium
	•		Data Center Colocation Service — Premium IP Bandwidth

2.		Term. The “Initial Term” shall begin upon expiration of the Ramp Period (as hereinafter defined) and end upon the completion of 36 months. The “Ramp Period” shall begin on the Effective Date and continue for a period of 3 Ramp Period months, following the Effective Date. Commencing with the Effective Date and at all times during the Ramp Period thereafter, Customer will receive the rates, discounts, charges and credits set forth herein and will not be subject to the AVC. The Agreement will be automatically extended (“Extended Term”) on a month-to-month basis upon the expiration of the Initial Term, unless either party has delivered written notice of its intent to terminate the Agreement at least 60 days prior to the end of the Initial Term. Either party may terminate this Agreement during the Extended Term upon 60 days prior written notice. Term shall mean the Initial Term and the Extended Term.
3.		Tariff and Guide. Verizon’s provision of Services to Customer will be governed by ▇▇▇▇▇▇▇’s international, interstate and state tariffs (“Tariff(s)”), its “Service Publication and Price Guide” (“Guide”) at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇, and this Agreement. This Agreement incorporates by reference the terms of each Tariff and the Guide. Verizon may modify the Guide from time to time and any modification will be binding upon Customer, as provided in the Guide. If a conflict arises, the order of precedence is: (i) Tariffs to the extent applicable (ii) this Agreement (excluding the Guide and Tariffs), and (iii) the Guide. Among the provisions of the Agreement, the order of precedence is: (i) Service Attachments, and (ii) these Terms and Conditions. If Verizon makes any changes to the Guide (other than to Governmental Charges) that affect Customer in a material and adverse manner, Customer may discontinue the affected Service without liability by providing Verizon with written notice of discontinuance within 60 days of the date the change is posed on the Website, unless within 60 days of receiving customer’s discontinuance notice, ▇▇▇▇▇▇▇ agrees to remove the material adverse effect on Customer. If a Service is discontinued, Customer’s AVC (defined below), will be reduced, as appropriate, to accommodate the discontinuance.

4.

Rates and Charges; Governmental Charges; Taxes. Customer agrees to pay the rates and charges specified in this Agreement. “Standard” rates and charges means the Verizon Business Services II pricing plan (“VBS II”), where applicable. Except where expressly stated otherwise, all rates and charges are subject to change. Verizon may give Customer notice of pricing changes by posting them on the Guide, by invoice message, or by other reasonable means. All charges are exclusive of applicable Taxes, and Verizon may add or adjust rates and charges in order to receive amounts it is required or permitted by governmental or quasi-governmental authorities to collect from or pay to others in support of statutory or regulatory programs (“Governmental Charges”). Customer will not be eligible to receive any other additional discounts, promotions and/or credits (Tariffed or otherwise). The rates and charges set forth in this

Contract ID: 545035-01

Verizon Business
Service Agreement

		Agreement do not include (without limitation) charges for all possible non-recurring charges, access service, local exchange service, charges imposed by a third party other than Verizon, on-site installation, Governmental Charges (defined above), network application fees, customer premises equipment or extended wiring to or at a Customer premises.
5.		Minimum Annual Volume Commitment. Customer agrees to pay Verizon no less than [**] Dollars ($[**]) (the “AVC”) in Total Service Charges (defined below) during each twelve-month period after the Effective Date (“Contract Year”). “Total Service Charges” means all charges, after application of all discounts and credits, for the Services, excluding Taxes, Governmental Charges, equipment, Verizon ILEC, Verizon Wireless, Document Delivery Fax, non-recurring charges, goods and services acquired by Verizon as Customer’s agent, international pass-through access (Type 3/PTT) and charges for international access provided by Verizon (Type 1), and other charges expressly excluded by this Agreement.

A.

Managed Services Subminimum. As a part of the AVC, during each Contract Year, Customer’s charges for Managed Services Service must equal or [**] Dollars ($[**]) (“Managed Services Subminimum”).

6.

Underutilization and Early Termination Charges. If Customer’s Total Service Charges do not reach the AVC in any Contract Year during the Initial Term, Customer shall pay an “Underutilization Charge” equal to [**]. If Customer’s Total Service Charges do not reach the AVC in any Contract Year because the Agreement is terminated early by Customer without Cause or by Verizon with Cause, Customer shall pay an “Early Termination Charge” equal to [**]. If, in any monthly billing period during the Extended Term, Customer’s Total Service Charges do not meet or exceed [**] of the Year Two AVC then Customer shall pay: (a) all accrued but unpaid usage and other charges incurred under this Agreement and (b) an “Underutilization Charge” equal to [**].

A.

Managed Services Subminimum Underutilization Charges. If in any Contract Year during the Term, Customer’s charges for Managed Service do not meet or exceed the Managed Services Subminimum, then Customer shall pay: (i) all accrued but unpaid charges incurred under this Agreement; and (ii) an “Underutilization Charge” (which Customer hereby agrees is reasonable) equal to the difference between [**].

7.		Payment. Customer will pay all Verizon charges (except Disputed amounts) within [**] of invoice date. Customer will pay a late payment charge equal to the lesser of: (a) [**]% per month, (b) the amount indicated in a Service Attachment, or (c) the maximum amount allowed by applicable law. A “Disputed” amount is one for which Customer has given Verizon written notice, adequately supported by bona fide explanation and documentation. Any invoiced amount not Disputed within [**] of the invoice date is deemed correct and binding on Customer. Customer is liable for all fees and expenses, including attorney’s fees, reasonably incurred by ▇▇▇▇▇▇▇ in attempting to collect any charges owned under this Agreement.
8.		Termination. Either party may terminate this Agreement for Cause (excluding Verizon ILEC or Verizon Wireless Services, which are governed by the applicable Service Attachments). “Cause” means (a) Customer’s failure to pay any invoice (excluding Disputed amounts) within [**] of receiving notice that payment is overdue, or (b) breach by a party of a material provision of this Agreement that the breaching party has not cured within [**] of receiving notice from the non-breaching party If interruption of Service is necessary to prevent or protect against fraud or otherwise protected Verizon’s personnel, facilities or services, Verizon may do so without notice.
9.		Confidential Information. The parties will protect Confidential Information, and limit its use and disclosure, as provided further in the Guide. “Confidential Information” means information (in whatever form) designated as confidential by the disclosing party by conspicuous markings (if tangible Confidential Information) or by announcement at the time of the initial disclosure (if oral Confidential Information) or if not so marked or announced should reasonably have been understood as confidential to the disclosing party (or one of its affiliates or subcontractors), either because of legends or other markings, the circumstances of disclosure or the nature of the information itself and that (i) relates to this Agreement or changes to this Agreement; (ii) relates to the disclosing party’s customers, products, services, developments, trade secrets, know-how or personnel; and (iii) is received by the receiving party from the disclosing party during the Term.

Contract ID: 545035-01

Verizon Business
Service Agreement

10.		DISCLAIMER OF WARRANTIES AND CERTAIN DAMAGES. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, VERIZON MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY VERIZON SERVICES, SOFTWARE OR DOCUMENTATION. VERIZON SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL, ARISING IN CONNECTION WITH THIS AGREEMENT, UNDER ANY THEORY OF TORT, CONTRACT, INDEMNITY, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
11.		Limitation of Liability and Action. The total liability of Verizon to Customer in connection with this Agreement is limited to the lesser of (a) direct damages proven by Customer; or (b) the amount paid by Customer to Verizon under this Agreement for the [**] month period prior to accrual of the most recent cause of action, excluding amounts for equipment and the Services of Verizon ILECs and Verizon Wireless. This limitation applies for any and all causes of actions and claims, including without limitation breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts. This section does not limit any Verizon liability: (a) in tort for its willful or intentional misconduct; or (b) for bodily injury or death proximately caused by Verizon’s negligence; or (c) loss or damage to real property or tangible personal property proximately caused by Verizon’s negligence. A party may not bring any action or demand for arbitration arising out of this Agreement more than 2 years after the cause of action has accrued. The parties waive the right to invoke any different limitation on the bringing of actions under state law.
12.		Assignment. Either party may assign this Agreement or any of its rights hereunder to an affiliate or successor upon notice to the other party. A Customer affiliate or successor must meet ▇▇▇▇▇▇▇’s creditworthiness standards for the assignment to become effective. All other assignments are void.
13.		Service Marks, Trademarks and Name. Neither Verizon nor Customer may: (a) use any service mark or trademark of the other party; or (b) refer to the other party in connection with any advertising, promotion, press release or publication unless it obtains the other party’s prior written approval.
14.		Dispute Resolution. Any claim or dispute (“Dispute”) arising out of or relating to this Agreement (other than claims relating to indemnification and equitable relief) must be resolved by binding arbitration of a single arbitrator under the rules of the American Arbitration Association at a mutually agreed upon location. The arbitrator must base his or her decision upon this Agreement and applicable law, and has no authority to order consideration or class arbitration, or award punitive damages or any other relief beyond what the Agreement provides. The arbitrator must apply applicable statutes of limitation, subject to limitation of actions terms set forth in this Agreement. The parties agree that all Disputes must be pursued on an individual basis in accordance with the procedure noted above, and waive any rights to pursue any Dispute on a class basis, even if applicable law permits class actions or class arbitrations.
15.		Business Divestiture. In the event that Customer certifies to MCI in writing that: (a) Customer has sold or divested a subsidiary, affiliate or significant operating unit that uses Services hereunder (“Business Divestiture”); (b) Customer is unable to satisfy the AVC solely as a result of such Business Divestiture; (c) Customer has not substituted services provided by other vendors in place of the Services; and (d) Customer is not able to substitute for such diminished MCI usage other telecommunications services not currently provided to Customer by MCI, then Customer may request in writing that MCI and Customer attempt to negotiate a mutually agreeable amendment to this Agreement to [**]. In the event that MCI and Customer fail to agree on such amendment within [**] of Customer’s written request, then this Agreement will remain in full force and effect and enforceable with its existing terms. This Section shall not apply during the first Contract Year of the Term, and thereafter may only be used [**] during the Term. Following the establishment by MCI of a revised AVC as set forth

Contract ID: 545035-01

Verizon Business
Service Agreement

		herein, the revised AVC shall replace the AVC throughout this Agreement and Customer shall remain liable for charges pursuant to this Agreement, including without limitation, Underutilization Charges and Early Termination Charges, based on the revised AVC. Notwithstanding anything herein to the contrary, in the event of the establishment of a revised AVC, MCI may increase the rates provided and/or lower the discounts to Customer hereunder by sending at least [**] prior written notice thereof to Customer.
16.		Business Downturn. In the event that Customer certifies to MCI in writing, with supporting documentation, that (i) Customer is unable to meet the AVC, notwithstanding Customer’s best efforts to do so and (ii) such failure results solely from a business downturn beyond Customer’s control, which materially and permanently reduces the size or scope of Customer’s operations and the volume of Services required by Customer hereunder, then Customer may request in writing that MCI and Customer attempt to negotiate a mutually agreeable amendment to this Agreement to [**]. In the event that MCI and Customer fail to agree on such amendment within [**] of Customer’s written request, then this Agreement will remain in full force and effect and enforceable with its existing terms. This Section shall not apply during the first Contract Year of the Term, and thereafter may only be used [**] during the Term. Following the establishment by MCI of a revised AVC as set forth herein, the revised AVC shall replace the AVC throughout this Agreement and Customer shall remain liable for charges pursuant to this Agreement, including without limitation, Underutilization Charges and Early Termination Charges, based on the revised AVC.
17.		Notices. All communications hereunder, including disconnection notices, must be made to Customer at the address below and to Verizon at ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, following the procedures in the Guide.

To Customer		With a copy to:
▇▇▇▇▇, Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇
Lexington, MA 024201508

18.		Acceptable Use. Use of Verizon’s Internet Services and related equipment and facilities must comply with the then-current version of the Verizon Acceptable Use Policy (“Policy”) (see ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇). Verizon reserves the right to suspend or terminate Internet Services effective upon notice for a violation of the Policy. Customer will indemnify and hold harmless Verizon from any losses, damages, costs or expenses resulting from any third-party claim or allegation that if true, would constitute a violation of the Policy. Each party will promptly notify the other of any such claim.
19.		Entire Agreement. This Agreement (including Service Attachments and Exhibits referenced herein, and other documents incorporated by reference) constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all other prior or contemporaneous representations, understandings or agreements. Except as otherwise expressly stated herein, no amendment to this Agreement is valid unless in writing and signed by both parties.
20.		Additional Attachments. This Agreement incorporates the following Attachment(s):

Services Attachment
Promotions Attachment
Special Pricing and Special Language Attachment

Contract ID: 545035-01

Verizon Business
Service Agreement

Services Attachment

IP Communications Services

VOICE OVER IP SERVICE

I.

RATES AND CHARGES. Rates and charges and terms and conditions specific to each VoIP Service type are set forth in this Addendum. All rates and charges for VoIP Service are subject to change if VoIP Service is subjected to regulation by any State, or if Federal regulation of VoIP Service is expanded.

A.

IP Flexible T1. Current rates and charges are described below and in the Guide. VoIP IP Flexible T1 service is available via the BUNDLED pricing model with unlimited local and domestic long distance calls.

	1.		Base Monthly Recurring Charge (“MRC”). Customer will pay $[**] as a Base MRC, which is fixed for the Term. The base MRC applies to each bundle at each Customer location and includes Internet Dedicated Price Protected T1 (1.5 Mbps) transport service with a standard router, the applicable VoIP Service Equipment, and local access and unlimited outbound U.S. long distance and local calling (subject to the number of simultaneous calling units selected). Each IP Flexible T1 bundle is limited to a maximum of [**] simultaneous calls.
	2.		Simultaneous Calling Capacity Charge. Customer will pay an MRC of $[**] — which is fixed for the Term — for each simultaneous calling unit multiplied by the number of simultaneous call units Customer has selected. A minimum of two units is required (thus, an MRC of $[**] will be charged for the two-simultaneous-call-minimum. Each such per-call unit includes the ability to make one outbound U.S. long distance or local call at a time. Calls to international locations can also be made but are billed at metered rates as defined in the Guide.
	3.		Bundled Site Activation Fee. Subject to change, a bundled site activation fee of $[**] will be charged for each Internet Dedicated bundle at each location.
	4.		Service Establishment Fee. New Verizon VoIP Service customers will pay a non-recurring service establishment fee of $[**].
	5.		Battery Backup Option. IP Flexible T1 configurations include the option to purchase a battery backup. The one-time purchase price is $[**], or rental is available for an MRC of $[**].
	6.		Voicemail. Voicemail is an optional network feature available to Customer at an MRC of $[**] per configured user, which is fixed for the Term.
	7.		Expedited Provisioning. A service fee of $[**] per circuit will be charged to Customers who request expedited provisioning of Internet Dedicated transport, whether the circuit is provisioned by Verizon or by another local exchange carrier.

B.

IP Integrated Access. Current rates and charges are described below and in the Guide. VoIP IP Integrated Access Service is available via the A LA CARTE pricing model with Tiered pricing options.

1.

Tiered Pricing — Simultaneous Calling Capacity Charge. Customer will pay the following monthly recurring charge (“MRC”) — which is fixed for the Term — per simultaneous calling unit multiplied by the number of simultaneous call units Customer selects. A minimum of two units is required. Each such simultaneous calling unit includes unlimited intra-enterprise VoIP (VoIP origination and termination) calling, unlimited local calling, and an allotment of inter-enterprise VoIP (either origination or termination is non-VoIP) long distance (“LD”) minutes as set forth below. Tiered overage charges will apply as outlined below for minutes in excess of established limits. Minutes cannot be shared between locations [multiple buildings on a campus with a single VoIP connection comprise a single location] nor can they be rolled over from

Contract ID: 545035-01

Verizon Business
Service Agreement

month to month. Calls to international locations can also be made but are billed at metered rates as defined in the Guide.

								Inter-enterprise
		MRC Per		Intra-enterprise		Local Calls		VoIP LD Mins		Domestic Long
Service Type		Simultaneous Call		VoIP mins Included		Included		Included		Distance
Domestic LD and Local		[**]		[**]		[**]		[**]		[**]
Domestic LD only		[**]		[**]		[**]		[**]		[**]

[**].

	2.		Optional Virtual Fx Service Simultaneous Calling Capacity Charge. Virtual Fx allows Customer to receive inbound calls on a Direct Inward Dial (DID) number associated with a location outside the local exchange area for Customer’s physical location. Customer shall pay an MRC per Simultaneous Call for optional Virtual Fx Inbound Local service of $[**]. Each such monthly charge includes the ability to receive one inbound local call at a time. Virtual Fx Service does not permit VoIP outbound calling at any location where a Virtual Fx-originated call may terminate. Customer will pay a separate charge for the DIDs as set forth in Section 2.6 in the Service Attachment.
	3.		Change in Simultaneous Call Count. Customer must maintain its simultaneous call count for at least a [**] period before requesting a change in simultaneous call count.
	4.		Equipment and Access.

	a.		In addition to the fees set forth above, Customer will pay the applicable fees (not included here) for the gateway, access or transport service (e.g., port and permanent virtual circuit charges), CPE, or any other service or equipment not explicitly described as part of the A LA CARTE pricing. Such fees will be described in the separate contract for the attendant service and/or CPE.
	b.		A LA CARTE pricing does not include Verizon Internet Dedicated or Private IP Service which must be purchased separately by Customer as transport for use with IP Integrated Access VoIP Service.

5.

Service Establishment Fee. Customer will pay a non-recurring service establishment fee as set forth below.

		Service Establishment Fee
Number of Active DIDs		(per location)
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]

	6.		Feature Profiles. A “feature profile” is established for every unique DID number. IP Integrated Access sites are provided feature profiles [**].
	7.		Optional Network Features. Customer will pay for the optional network features at the following rates, which are fixed for the Term:

Contract ID: 545035-01

Verizon Business
Service Agreement

Optional Network Features(s)		MRC
Auto Attendant		[**]
Voicemail		[**]

C.

IP Trunking. Current rates and charges are described below and in the Guide. VoIP IP Trunking Service is available via the A LA CARTE pricing model with Tiered pricing options.

1.

Tiered Pricing — Simultaneous Calling Capacity Charge. Customer will pay the following monthlyrecurring charge (“MRC”) — which is fixed for the Term — per simultaneous calling unit multiplied by the number of simultaneous call units Customer selects. A minimum of two units is required. Each such simultaneous calling unit includes unlimited intra-enterprise VoIP (VoIP origination and termination) calling, unlimited local calling, and an allotment of inter-enterprise VoIP (either origination or termination is non-VoIP) long distance (“LD”) minutes as set forth below. Tiered overage charges will apply as outlined below for minutes in excess of established limits. Minutes cannot be shared between locations [multiple buildings on a campus with a single VoIP connection comprise a single location] nor can they be rolled over from month to month. Calls to international locations can also be made but are billed at metered rates as defined in the Guide.

								Inter-enterprise
		MRC Per		Intra-enterprise		Local Calls		VoIP LD Mins		Domestic Long
Service Type		Simultaneous Call		VoIP mins Included		Included		Included		Distance
Domestic LD and Local		[**]		[**]		[**]		[**]		[**]
Domestic LD only		[**]		[**]		[**]		[**]		[**]

[**].

	2.		Optional Virtual Fx Service Simultaneous Calling Capacity Charge. Virtual Fx allows Customer to receive inbound calls on a Direct Inward Dial (DID) number associated with a location outside the local exchange area for Customer’s physical location. Customer shall pay an MRC per Simultaneous Call for optional Virtual Fx Inbound Local service of $[**]. Each such monthly charge includes the ability to receive one inbound local call at a time. Virtual Fx Service does not permit VoIP outbound calling at any location where a Virtual Fx-originated call may terminate. Customer will pay a separate charge for the DIDs as set forth in Section 2.6 in the Service Attachment.
	3.		Change in Simultaneous Call Count. Customer must maintain its simultaneous call count for at least a [**] period before requesting a change in simultaneous call count.
	4.		Equipment and Access.

	a.		In addition to the fees set forth above, Customer will pay the applicable fees (not included here) for the gateway, access or transport service (e.g., port and permanent virtual circuit charges), CPE, or any other services or equipment not explicitly described as part of the A LA CARTE pricing. Such fees will be described in the separate contract for the attendant service and/or CPE.
	b.		A LA CARTE pricing does not include Verizon Internet Dedicated or Private IP Service which must be purchased separately by Customer as transport for use with IP Integrated Access VoIP Service.

Contract ID: 545035-01

Verizon Business
Service Agreement

	5.		Network Application Fees. Network application fees are charged for domain name, mail, new services, and other network applications. See the Network Application Fee Schedule at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇.
	6.		Service Establishment Fee. Customer will pay a non-recurring Service establishment fee as set forth below.

		Service Establishment Fee
Number of Active DIDs		(per location)
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]

7.

Feature Profiles. A “feature profile” is established for every unique DID number. IP Trunking sites are provided feature profiles [**].

8.

Optional Network Features. Customer will pay for the optional network features at the following rates, which are fixed for the Term:

Optional Network Features(s)		MRC
Auto Attendant		[**]
Voicemail		[**]

D.

Hosted IP Centrex. Current rates and charges are described below and in the Guide. VoIP Service is available via the A LA CARTE pricing model with Unlimited or Tiered pricing options and via the BUNDLED pricing model with Unlimited options. For each Customer location, up to two T-1 lines may be utilized (each of which must be purchased as part of a separate bundle).

1.

A LA CARTE Unlimited Pricing — Simultaneous Calling Capacity Charge. Customer will pay the following monthly recurring charge (“MRC”) — which is fixed for the Term — per simultaneous calling unit multiplied by the number of simultaneous call units Customer selects. A minimum of two units is required. Each such simultaneous calling unit includes unlimited intra-enterprise VoIP (VoIP origination and termination) calling, unlimited local calling (if the customer purchases Domestic LD and local), and unlimited inter-enterprise VoIP (either origination or termination is non-VoIP) long distance (“LD”) minutes as set forth below. Calls to international locations can also be made but are billed at metered rates as defined in the Guide.

Service Type		MRC Per Simultaneous Call
Domestic LD and Local		[**]
Domestic LD only		[**]

[**].

			Unlimited pricing is available to Customer only if it is not: [**].
	2.		A LA CARTE Tiered Pricing — Simultaneous Calling Capacity Charge. Customer will pay the following monthly recurring charge (“MRC”) — which is fixed for the Term

Contract ID: 545035-01

Verizon Business
Service Agreement

— per simultaneous calling unit multiplied by the number of simultaneous call units Customer selects. A minimum of two units is required. Each such simultaneous calling unit includes unlimited intra-enterprise VoIP (VoIP origination and termination) calling, unlimited local calling, and an allotment of inter-enterprise VoIP (either origination or termination is non-VoIP) long distance (“LD”) minutes as set forth below. Tiered overage charges will apply as outlined below for minutes in excess of established limits. Minutes cannot be shared between locations [multiple buildings on a campus with a single VoIP connection comprise a single location] nor can they be rolled over from month to month. Calls to international locations can also be made but are billed at metered rates as defined in the Guide.

								Inter-enterprise
		MRC Per		Intra-enterprise		Local Calls		VoIP LD Mins		Domestic Long
Service Type		Simultaneous Call		VoIP mins Included		Included		Included		Distance
Domestic LD and Local		[**]		[**]		[**]		[**]		[**]
Domestic LD only		[**]		[**]		[**]		[**]		[**]

[**].

	3.		Optional Virtual Fx Service Simultaneous Calling Capacity Charge. Virtual Fx allows Customer to receive inbound calls on a Direct Inward Dial (DID) number associated with a location outside the local exchange area for Customer’s physical location. Customer shall pay an MRC per Simultaneous Call for optional Virtual Fx Inbound Local service of $[**]. Each such monthly charge includes the ability to receive one inbound local call at a time. Virtual Fx Service does not permit VoIP outbound calling at any location where a Virtual Fx-originated call may terminate. Customer will pay a separate charge for the DIDs as set forth in Section 2.6 in the Service Attachment.
	4.		Change in Simultaneous Call Count. Customer must maintain its simultaneous call count for at least a [**] period before requesting a change in simultaneous call count.
	5.		Equipment and Access.

	a.		In addition to the fees set forth above, Customer will pay the applicable fees (not included here) for the gateway, access or transport service (e.g., port and permanent virtual circuit charges), CPE, or any other services or equipment not explicitly described as part of the A LA CARTE pricing. Such fees will be described in the separate contract for the attendant service and/or CPE.
	b.		A LA CARTE pricing does not include Verizon Internet Dedicated or Private IP Service which must be purchased separately by Customer as transport for use with IP Integrated Access VoIP Service.

6.

BUNDLED Pricing — Base MRC.

a.

Base MRC. Customer will pay the MRC set forth below for BUNDLED pricing — which is fixed for the Term — based on the attendant transport service (either Internet DSL or Internet Dedicated) and router option (standard or upgraded). The applicable VoIP Service Equipment (defined in Section 3.12.2 in the Service Attachment) is included in the base MRC.

BUNDLED Pricing Transport Options		Base MRC
Internet DSL Office 384 kbps		[**]
Internet DSL Office 768 kbps		[**]
Internet Dedicated Tiered 768 kbps with standard router		[**]
Internet Dedicated Tiered 768 kbps with upgraded router		[**]

Contract ID: 545035-01

Verizon Business
Service Agreement

Internet Dedicated Price Protected T1 (1.5 Mbps) with standard router		[**]
Internet Dedicated Price Protected T1 (1.5 Mbps) with upgraded router		[**]
Optional Internet Dedicated Shadow T1 (1.5 Mbps)		[**]

b.

Composition of Base MRC. The base MRC applies to each bundle at each Customer location and includes the selected BUNDLED transport service (including Shadow T1, if applicable), the applicable VoIP Service Equipment, local access and unlimited outbound U.S. long distance and local calling (subject to the number of simultaneous calling units selected). Each bundle is limited to the capacity of the transport service selected (either 384 kbps, 768 kbps or 1.5 Mbps) and to the simultaneous calling capacity available and selected for that transport service (for example, up to a maximum of 41 simultaneous calls on a 1.5 Mbps T1). The capacity of the Ethernet switch provided via BUNDLED pricing (whether standard or upgraded) is based on the simultaneous calling capacity selected. Additional capacity must be purchased separately.

	7.		BUNDLED Pricing — Simultaneous Calling Capacity Charge — Unlimited Plan. Customer will pay a monthly recurring charge (“MRC”) of $[**] — which is fixed for the Term — per simultaneous calling unit multiplied by the number of simultaneous call units Customer selects. A minimum of two units is required. (So, for example, $[**] will be charged for the two-simultaneous-call minimum). Each such simultaneous calling unit includes unlimited intra-enterprise VoIP (VoIP origination and termination) calling, unlimited local calling (if the customer purchases Domestic LD and local), and unlimited inter-enterprise VoIP (either origination or termination is non-VoIP) long distance (“LD”) minutes as set forth below. Calls to international locations can also be made but are billed at metered rates as defined in the Guide.
			Unlimited pricing is available to Customer only if it is not: [**].
	8.		BUNDLED Pricing Limitations. Optional IP phones, external firewalls, or any other services or equipment not explicitly described as part of BUNDLED pricing are not included with BUNDLED pricing.
	9.		Shadow T1 Service. In addition, Customer may order optional BUNDLED Internet Dedicated Shadow T1 Service (available only if the upgraded router option is selected for the transport service), to back up Customer’s primary BUNDLED transport service, for the base MRC indicated above in Section 2.5.1, above. When in use, BUNDLED Internet Dedicated Shadow T1 Service uses the Verizon Service Equipment included with Customer’s primary BUNDLED Internet Dedicated Service).
	10.		Optional Switching Capacity.

	a.		Analog Gateway. The BUNDLED pricing Base MRC covers VoIP Service Equipment sufficient for a number of analog gateway ports equal to the simultaneous calling capacity selected. Customer will pay an additional MRC for any analog gateway capacity needed to support additional end-users (the “Extra Analog Gateway MRC”). The Extra Analog Gateway MRC is $[**] for each block of [**] additional end-users to be supported above the simultaneous calling capacity selected.
	b.		Ethernet Switch for Upgraded Router. If Customer selects one of the types of BUNDLED transport service which include an upgraded router as indicated above, for an additional MRC of $[**], Customer may select a Cisco 2950 optional Ethernet switch, supporting up to [**] ports, used in connection with BUNDLED Internet Dedicated service. Other upgraded Ethernet switches, not

Contract ID: 545035-01

Verizon Business
Service Agreement

described here, are also available pursuant to the separate CPE Service Attachment.

	11.		BUNDLED Site Activation Fee. Subject to change, a BUNDLED Site Activation Fee of $[**] and $[**] will be charged respectively for each Internet Dedicated bundle and each Internet DSL bundle at each location.
	12.		Service Establishment Fee. Customer will pay a non-recurring Service Establishment Fee as set forth below (subject to change):

Number of active DID		Charge per Location
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]

	13.		Expedited Provisioning (Bundled Pricing). A service fee of $[**] per circuit will be charged to Customers who request expedited provisioning of Internet Dedicated transport, whether the circuit is provisioned by Verizon or by another local exchange carrier.
	14.		Optional Network Features available with A LA CARTE or BUNDLED pricing. Customer will pay for the optional network features at the following rates, which are fixed for the Term:

Optional Network Features(s)		MRC
Auto Attendant		[**]
Accounting and Authorization codes		[**]
Attendant Console		[**]
Remote Office		[**]
Additional feature profiles**		[**]
Voicemail		[**]

E.

SUPPLEMENTAL RATES AND CHARGES — VoIP SERVICE

	1.		Network Application Fees. Network application fees are charged for domain name, mail, new services, and other network applications. See the Network Application Fee Schedule at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇.
	2.		Dispatch Charge. Subject to change, Customer will pay a dispatch charge of $[**] for each occasion in which Verizon dispatches a technician to make a Customer-requested change or adjustment in VoIP Service during the installation process.
	3.		Billing Initiation. Customer can arrange to port its numbers using LNP (Local Number Portability) at the same time VoIP service with BUNDLED pricing is made available for use, or delay LNP for up to [**] afterwards. Billing for VoIP service with BUNDLED pricing will begin no later than the [**] after the VoIP service is available for use.

Contract ID: 545035-01

Verizon Business
Service Agreement

	4.		Outbound “Off-Net” International Calling. U.S. VoIP-to-International PSTN calls are charged at the rates set forth in the Guide.
	5.		Optional Local Service Features. The optional local service features are charged at the rates set forth in the Guide.
	6.		Direct Inward Dial (DID) Service. Customer may purchase DID service at the current rate of $[**] per month per block of [**] DID numbers plus an installation charge (currently $[**] per block of [**] DID numbers).
	7.		On-Site Training Charge. On-site training is available pursuant to a separate site service attachment at the rates set forth for VoIP service.
	8.		Equipment. Optional equipment required for any VoIP service (“CPE”) is provided pursuant to a separate CPE Service Attachment.

II.

Discounts.

A.

Term discounts shown in the table below are applicable only:

	•		Within A LA CARTE and BUNDLED Pricing: Simultaneous Call Charge; Optional Network Feature Charges; DID blocks; and
	•		Within BUNDLED Pricing: Pricing Base Charge; Shadow T1 redundancy; and rental price for the first [**] Cisco 2950 Ethernet Switches.

Discounts are not available for any other VoIP Services, charges, or features.

Service Type		Discount
[**]		[**]%

II.

TERMS AND CONDITIONS

	A.		Business Application. VoIP Service is offered only to commercial business customers.
	B.		Equipment. Optional CPE required for any VoIP Service is provided pursuant to the CPE Service Attachment.
	C.		Emergency Calling Services. Enhanced 911 service (“E-911”) currently enables users to access an appropriate public safety answering point (“PSAP”) by dialing 911 with Automatic Number Identification (hereinafter referred to as “ANI”) and Automatic Location Identification (“ALI”) displayed at the PSAP. The ANI may be the calling party number (“CPN”) or the billing telephone number (“BTN”) depending on Customer’s configuration. The ability to access an appropriate PSAP depends on the type, configuration and location of the phone used. Verizon provides E-911 only in locations where such 911 calling is available and only under the limited circumstances described below. Furthermore, much like access to 911 emergency service via traditional PSTN local service, access to a PSAP will be unavailable if Customer’s access circuit or local gateway fails. Customer is responsible for complying with all applicable 911 emergency calling service laws.

	1.		Long Distance Service/Limitations on E-911. VOIP-based Long Distance Voice Service does not provide E-911 access. Thus, to ensure proper E-911 access and support, Customer must obtain separate Local service when only Long Distance Voice Service is ordered from Verizon.
	2.		PS/ALI. If Customer requires location-specific ALI (such as floor and room number within a building) delivery to the PSAP for TDM KSU systems, TDM PBX/KSU systems, IP PBX/KSU systems, or otherwise desires E-911 service to be provided for multiple user configurations, Customer must implement Private Switch/Automatic Location Identification (PS/ALI). Customer may obtain the software and support that enable PS/ALI from a third-party provider. In all cases, VoIP Service can only support the delivery of the caller’s station level phone number to a PSAP when such telephone numbers are ported to Verizon during the initial provisioning process or are numbers assigned by Verizon. Before Verizon will support Customer’s use of PS/ALI, Customer must execute Verizon’s LOA (see Section 3.4, below). Once PS/ALI is implemented, Verizon will continue to send 911 calls to the PSAP; however, Customer and not Verizon

Contract ID: 545035-01

Verizon Business
Service Agreement

			will be entirely responsible for the content of the information delivered in ALI to the PSAP.
	3.		Other Access Limitations. Common events that can limit access to E-911 include but are not limited to:

	•		Loss of Electric Service. VoIP Service will be interrupted if there is a loss of electric service. Customers are urged to implement a battery backup system for VoIP Service.
	•		Loss of Broadband Service. VoIP Service will be interrupted if the attendant broadband connection is not available.
	•		Failure of Equipment. The malfunction or failure of equipment, software or hardware necessary for end-to-end Internet functionality (e.g., routers, IP phones, analog gateways, etc.) can limit access to E-911.
	•		Failure to Register New Location of Equipment. Currently, Verizon is not able to provide E-911 except at the user’s registered primary service location. If a VoIP phone is to be used at a location other than the user’s registered primary service location, E-911 will not be available.
	•		Non-Recognition of Phone Number. If an end-user uses a non-native telephone number (i.e., a telephone number from a local exchange area different from where the caller is located), E-911 access may be limited.

	4.		End-User Notice Requirements. Customer will notify all of its end users of Verizon VoIP of the interaction and/or limitations of E-911 with Verizon VoIP. Customer also will notify all such end-users what procedures they must follow for registering a new location prior to moving an IP phone.
	5.		Corrupt ANI and Emergency Call Trace Limitations. If the ANI delivered to Verizon in the 911 call setup message is not recognized and therefore considered “corrupt,” the call will be automatically routed by Verizon to an Emergency Call Relay Center (ECRC). Such a call will be answered by operators who will relay the call to the appropriate emergency service provider based on the caller’s ability to communicate a current location and emergency service needed. If the caller is unable to communicate current location, call trace procedures will be implemented. Note that call trace capabilities may be limited.
	6.		Disclaimer of Certain Damages. E-911 service is offered solely as an aid in contacting an appropriate PSAP in connection with fire, police and other emergencies. Verizon is not responsible for any losses, claims, demands, suits or any liability whatsoever (“Losses”), including without limitation (i) losses to or relating to Customer or a third party, (ii) losses for any personal injury or property damage or loss, (iii) losses claimed to have been caused by (a) mistakes, omissions, interruptions, delays, errors or other defects in the provision of E-911, or (b) installation, operation, failure to operate, maintenance, removal, presence, condition, location or use of any equipment and facilities furnishing VoIP service. Verizon also is not responsible for any infringement or invasion of the right of privacy of any person or persons caused or claimed to have been caused, directly or indirectly, by the installation, operation, failure to operate, maintenance, removal, presence, condition, occasion or use of E-911 and the equipment associated with it, or by any services furnished by Verizon including, but not limited to, the identification of the telephone number, address or name associated with the phone used by the party or parties accessing E-911, and which arise out of the negligence or other wrongful act of Verizon, customer, its users, agencies or municipalities, or the employees or agents of any one of them.
	7.		Indemnity. CUSTOMER WILL INDEMNIFY, DEFEND, AND HOLD VERIZON HARMLESS FROM ANY CLAIMS OR CAUSES OF ACTION ARISING FROM THE NON-IMPLEMENTATION OF PS/ALI AND/OR ENABLING OF STATION LEVEL 911 SERVICE, OR THE FAILURE OF PS/ALI OR STATION LEVEL 911 SERVICE IF ENABLED.

Contract ID: 545035-01

Verizon Business
Service Agreement

	D.		Letter of Authorization. To the extent Customer’s VoIP Service includes the provision of ▇▇▇▇▇▇▇’s Local voice service and Customer implements PS/ALI, Customer will execute Verizon’s Letter of Authorization (“LOA”) that lists affected telephone numbers (via range, if applicable) and the attendant street addresses. Verizon will use the LOA to notify the appropriate Incumbent Local Exchange Carrier (ILEC) that Customer, not Verizon, is now responsible for building, loading, and maintaining the location-specific ALI database for the CPNs associated with the BTNs.
	E.		No Resale. VoIP Service is provided only to Customer. Resale by Customer of VoIP Service as a stand-alone service is prohibited. However, if Customer subscribes to a tiered pricing plan for VoIP Service, Customer may provide to and be compensated by end users for VoIP-based services as a component of a larger service offering provided, for example, to a retirement home, campus-living facility, or hotel.
	F.		Customer Responsibilities. In addition to the other obligations of Customer contained in this Service Attachment and the Agreement, Customer will be responsible for the following obligations:

1.

Customer-Obtained Facilities. Except as otherwise expressly stated herein, Customer is responsible for obtaining, installing, configuring and maintaining all equipment (including, but not limited to, SIP Phones, gateways and firewalls), software, wiring, power sources, telephone connections and/or communications services necessary for inter-connection with Verizon’s network or otherwise for use in conjunction with VoIP Service (“Facilities”). Customer is responsible for ensuring that such Facilities are compatible with Verizon’s requirements (including being certified for use with VoIP Service where applicable), and that they continue to be compatible with subsequent revision levels of Verizon-provided equipment, software and services. Customer is responsible for operation and configuration of its computer(s) and LAN/WAN. If Customer connects any Facilities to VoIP Service that Customer reasonably should know may not be compatible with VoIP service, Customer is solely responsible for any effects that arise from that connection on VoIP service, equipment or software of Verizon, Customer, or any third party, and Customer waives any claims against Verizon relating to the performance of VoIP service.

Contract ID: 545035-01

Verizon Business
Service Agreement

2.

Security. Use of VoIP service, like other network-based services, carries certain security risks to the systems and networks of Customer, Verizon and third parties including, but not limited to: misuse, unauthorized access; alterations; theft; destruction; corruption; and attacks (“Occurrences”). Customer shall, at its own expense, take security measures, including but not limited to use of firewalls, passwords, access restrictions, encryption, policies and physical access restrictions (“Security Measures”) to protect from Occurrences all VoIP Service traffic, Facilities and other equipment, software, data and systems located on Customer’s premises or otherwise in Customer’s control and used in connection with VoIP service, whether owned by Customer, Verizon or Verizon’s subcontractors. Customer agrees that Verizon is not liable, in contract, tort, or on any other basis, for any loss resulting from any Occurrences or use of such VoIP Service traffic, Facilities, or other equipment, software, data and systems. Customer is responsible for all Security Measures, even if Customer uses a third party (or Verizon) to configure and implement them.

	G.		Design Approval. Notwithstanding the inclusion of this VoIP Service Attachment in Customer’s contract, availability of VoIP Service on a site-by-site basis is subject to having a site design reviewed and approved by Verizon.
	H.		Service Disclaimer. Verizon shall not be responsible for certain conditions r equipment that may affect VoIP Service, including, without limitation:

	•		Failure or poor performance of Customer’s Domain Name Server (“DNS Server”) and/or local area network (“LAN”) upon which VoIP Service relies. Network-related outages also may occur, and service restoration intervals may vary from those associated with traditional telecommunications service.
	•		Communications from analog modems may have protocol interaction issues when used over VoIP technology (due to their handshake and error-checking rules) and cannot be assured of the same quality as other communications;
	•		VoIP Service is provided without any warranty whatsoever with respect to modems. Modems may not be used on VoIP Service except with Codec G.711 without silence suppression.
	•		Alarm lines (whether or not they use modems) are wholly unsupported on VoIP Service (with respect to both service and wiring, without limitation).
	•		Customer will be responsible for all inside wiring and special construction charges.

	I.		Geographic Coverage. VoIP Service is not available in Hawaii or Alaska and may not be available in other states or regions.
	J.		Restrictions. Customer understands that use of VoIP Service is restricted in the following manner:

	•		Customer may not extend its VoIP service to locations outside of the U.S. without written permission from Verizon.
	•		At any given time, Customer may only place as many concurrent calls as it has purchased;
	•		Customer may not modify the Verizon-installed design and/or configuration without the previous written consent of Verizon; Customer expressly acknowledges that any violation of the foregoing restrictions on its use of VoIP Service will result in the immediate termination of services.

K.

Call Origination Information. Customer acknowledges that Verizon classifies local and long distance calls to determine appropriate rate allocation (i.e., local, intrastate or interstate). Verizon bases this classification on the information in Verizon’s systems identifying each call’s originating

Contract ID: 545035-01

Verizon Business
Service Agreement

			location. As accurate information regarding the origination point of calls is necessary to make the appropriate rate allocation, it is a material condition of this Service Attachment that customer provide Verizon with accurate information reflecting its calls’ originating location. Customer therefore warrants that it will, at all times use, for each telephone station, a telephone number with an NPA-NXX code ()i.e., the first six digits of a 10-digit number, representing the area code and exchange) that Verizon has assigned to the rate center area in which that customer telephone station is located. Customer further warrants that it will not alter the originating location of any its calls to reflect the NPA-NXX code associated with an intermediate point or some point other than where the call originated and will, upon request from Verizon, provide Verizon with supporting information to confirm the accuracy of the originating call information from all such calls. Customer hereby indemnifies Verizon with respect to any third-party claims associated with Customer’s failure to fulfill its obligations under this section.
	L.		Additional Terms and Conditions for BUNDLED pricing Model. The BUNDLED pricing model is subject to the following additional terms and conditions.

	1.		Verizon may interrupt BUNDLED Internet DSL or Internet Dedicated Services for scheduled or emergency maintenance or as otherwise set forth in this Agreement. Internet DSL local loop connections between Customer’s location and Verizon will be arranged by Verizon, and are provided through a local exchange carrier. Customer authorizes Verizon to act as its agent with respect to the ordering, installing, monitoring, testing, repairing, and performing all related activities regarding the local exchange carrier and the Internet DSL local loop connection. Internet DSL may be unavailable in any particular location, even after being ordered. Service availability and speed level cannot be determined until a technician visits the site and performs installation tests. If Internet DSL is not available (either entirely or at the speed level ordered) after being ordered, the order will be deemed canceled. If Internet DSL is available at a lower speed level, customer may reorder the service at the new speed level. Once in service, Internet DSL may be interrupted as a result of various circumstances, including those involving the local exchange carrier, over which Verizon may have limited control. In particular, the resolution of a local loop interruption may be delayed if local exchange carrier support is not available or effective.
	2.		VoIP Service Equipment.

	a.		General. At all times, title to any equipment provided by Verizon as part of VoIP Service (“VoIP Service Equipment”) will remain with Verizon. Customer shall (i) maintain the VoIP Service Equipment and any associated software, systems, cabling and facilities in accordance with the reasonable instructions or Verizon as may be given from time to time; (ii) not modify, relocate, or in any way interfere with the VoIP Service Equipment unless expressly authorized by a representative of Verizon to do so; and (iii) not cause the VoIP Service Equipment to be repaired, serviced, or otherwise accessed except by an authorized representative of Verizon. Failure of Customer to permit Verizon representatives entry, upon reasonable request, to Customer premises or service locations to repair or maintain VoIP Service or equipment will discharge Verizon from its service obligation. Upon termination or expiration of this Agreement, Customer will return the VoIP Service Equipment to Verizon at Verizon’s expense in the manner set forth in the Guide.
	b.		Maintenance. With respect to the VoIP Service Equipment only, Verizon will provide the following maintenance services (“Maintenance Services”): (i) Use commercially reasonable efforts to isolate any problems with the VoIP Service Equipment that resides on Customer’s site and send a technician to Customer’s site if necessary; (ii) replacement of affected components if Verizon, in its sole discretion, determines that any VoIP Service Equipment that resides on Customer’s premise needs to be replaced; such component to be replaced with a

Contract ID: 545035-01

Verizon Business
Service Agreement

			component in good working order and of like kind and functionality from a manufacturer of Verizon’s choice at the time of replacement.
	c.		Normal Use Limitation. Maintenance Services only apply to problems arising out of the normal use of the VoIP Service Equipment and do not apply if the VoIP Service Equipment is damaged as a result of the negligence or willful misconduct of Customer. If repair and/or replacement is required because of damage caused by Customer’s negligence or willful misconduct, Customer will be charged time at a rate of $[**] per hour during normal business hours to repair the VoIP Service Equipment, and Customer will be charged the replacement cost of VoIP Service Equipment requiring replacement.

3.

Service Level Agreement. The Service Level Agreement (“SLA”) for VoIP is set forth at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇. Verizon reserves the right to amend SLAs from time to time, effective upon either posting of the revised SLA to that URL or providing other notice to Customer. These SLAs set forth Customer’s sole remedies for any claim relating to VoIP Service (including the Internet Dedicated or Internet DSL Office service), including any failure to meet the conditions set forth in these SLAs. ▇▇▇▇▇▇▇’s records and data are the basis for all SLA calculations and determinations. Under these SLAs, the maximum amount of credit available to Customer for any calendar month shall not exceed the following (a) for A LA CARTE pricing, the [**]; or (b) for BUNDLED pricing, the [**].

M.

Additional Terms and Conditions for IP Flexible T1

1.

E-911 — Calling Limitations

	a.		E-911 provided via IP Flexile T1 will pass ANI and the registered primary service address of that ANI as ALI. If Customer requires location-specific ALI (such as floor and room number within a building) delivery to the PSAP for TDM KSU systems, Customer must implement Private Switch/Automatic Location Identification (PS/ALI). Customer may obtain the software the support that enable PS/ALI from a third-party provider. In all cases, VoIP Service can only support the delivery of the caller’s station level phone number to a PSAP when such telephone numbers are ported to Verizon during the initial provisioning process or are numbers assigned by Verizon.
	B.		Before Verizon will support Customer’s use of PS/ALI, Customer must execute ▇▇▇▇▇▇▇’s LOA (see Section 3.4 in the Service Attachment). Once PS/ALI is implemented, Verizon will continue to send 911 calls to the PSAP; however, Customer and not Verizon will be entirely responsible for the content of the information delivered in ALI to the PSAP.

2.

IP Flexible T1 Service Restrictions:

	•		For each Customer location, up to two T-1 lines may be utilized (each of which must be purchased as part of a separate bundle).
	•		Customer may not utilize auto-dialers or any similar type of device in connection with IP Flexible T1 VoIP Service.
	•		Customer may not utilize IP Flexible T1 VoLP Service in any call center environment or in connection with any similar such application.
	•		Customer may not utilize IP Flexible T1 VoIP Service for telemarketing, fax broadcasting, fax blasting, or continuous or extensive call forwarding.
	•		Customer may not aggregate traffic from multiple sites into a single site configured with IP Flexible T1 VoIP Service.
	•		Customer expressly acknowledges that any violation of the foregoing restrictions on its use of IP Flexible T1 VoIP Service will result in the immediate termination of services.

N.

Additional Terms and Conditions for IP Integrated Access

1.

E-911 — Calling Limitations.

Contract ID: 545035-01

Verizon Business
Service Agreement

	a.		E-911 provided via IP Integrated Access will pass ANI and the registered primary service address of that ANI as ALI. If VoIP Service is provided to a campus environment where all buildings have the same service address and rate center using a TDM PBX/KSU, then Customer acknowledges and agrees that when 911 is dialed, the call will be routed to the appropriate PSAP based on the primary service address of the calling ANI.
	b.		If Customer purchases VoIP Service in a single-site tenant or hotel configuration with a TDM PBX/KSU, it is responsible for complying with all applicable emergency 911 laws. The latter may include state or local laws that require it (as owner of the TDM PBX) to implement PS/ALI to ensure required E-911 support for multiple user configurations to enable station level 911 ANI and ALI display.
	c.		If Customer purchases VoIP Service in a geographically-distributed multi-site environment using a TDM PBX or Key System, then only Long Distance Voice Services will be available and Customer will be responsible for obtaining separate Local service as set forth in Section 3.3.1 in the Service Attachment.

O.

Additional Terms and Conditions for IP Trunking

1.

E-911 — Calling Limitations.

	a.		E-911 provided via IP Trunking will pass ANI and the registered primary service address of that ANI as ALI. If VoIP Service is provided to a campus environment where all buildings have the same service address and rate center using a IP PBX/KSU, then Customer acknowledges and agrees that when 911 is dialed, the call will be routed to the appropriate PSAP based on the primary service address of the calling ANI.
	b.		If Customer purchases VoIP Service in a single-site tenant or hotel configuration with a IP PBX/KSU, it is responsible for complying with all applicable emergency 911 laws. The latter may include state or local laws that require it (as owner of the IP PBX) to implement PS/ALI to ensure required E-911 support for multiple user configurations to enable station level 911 ANI and ALI display.
	c.		If Customer purchases VoIP Service is a geographically-distributed multi-site environment using an IP PBX, then only Long Distance Voice Service will be available and Customer will be responsible for obtaining separate Local service as set forth in Section 3.3.1 in the Service Attachment.

P.

Additional Terms and Conditions for Hosted IP Centrex.

1.

E-911 — Calling Limitations.

	a.		E-911 provided via IP Integrated Access will pass ANI and the registered primary service address of that ANI as ALI. If VoIP Service is provided to a campus environment where all buildings have the same service address and rate center using a TDM PBX/KSU, then Customer acknowledges and agrees that when 911 is dialed, the call will be routed to the appropriate PSAP based on the primary service address of the calling ANI.
	b.		If Customer purchases VoIP Service in a single-site tenant or hotel configuration with a TDM PBX/KSU, it is responsible for complying with all applicable emergency 911 laws. The latter may include state or local laws that require it (as owner of the TDM PBX) to implement PS/ALI to ensure required E-911 support for multiple user configurations to enable station level 911 ANI and ALI display
	c.		If Customer purchases VoIP Services in a geographically-distributed multi-site environment using a TDM PBX or Key System, then only Long Distance Voice Service will be available and Customer will be responsible for obtaining separate Local service as set forth in Section 3.3.1 in the Service Attachment.

2.

E-911 — Limitations on Mobility.

Contract ID: 545035-01

Verizon Business
Service Agreement

	a.		When 911 is dialed on an IP phone used with VoIP Service, the call is routed to the appropriate PSAP based on the primary service address of the ANI for the customer’s configuration. Therefore, if moved to a new location, Customer must report the change of location and the phone may need to be reconfigured in order for an E-911 call to be routed to the appropriate PSAP. If Customer moves an IP phone without reporting the change of location or moves an IP phone outside Verizon’s E-911 service area, VoIP Service may be suspended until Customer informs Verizon of the change or moves the IP phone back within Verizon’s E-911 service area.
	b.		Change in Registered Location. Any of Customer’s end users who want to use a VoIP Service-enabled IP phone other than at its current registered location, must call Verizon’s Customer Service Center at ▇▇▇-▇▇▇-▇▇▇▇ (or at such number as Verizon subsequently informs Customer) in order to process a Move/Change service order to be re-registered for the new location. These procedures may require a change in the end user’s telephone number. Moving an IP phone may cause the phone’s IP address to change. Turning the power to a phone off and then back on, or unplugging it and then plugging it back in may also cause the IP address to change. A change in an IP phone’s IP address indicates to Verizon that the phone may have been moved. Verizon may, but is not obligated to, monitor the IP phone’s IP address. If Verizon detects that an IP phone’s IP address has changed, and Verizon is unable to confirm that the IP phone has not been moved, ▇▇▇▇▇▇▇ will conclude the phone has been moved and will suspend VoIP Services to that phone. VoIP Service will remain suspended to that phone until Customer has confirmed to Verizon that the IP phone is at its registered location, or until a new fixed location within Verizon’s coverage area has been registered for the location to which that end user’s phone has been moved. End users with suspended VoIP Service will only be able to call Verizon’s Customer Service Center or make outbound 911 calls; however, the call will be rerouted to the emergency service provider associated with the registered location.

3.

Service Disclaimer. Customer understands that use of Hosted IP Centrex VoIP Service is restricted in the following manner:

	•		Customer may not utilize VoIP Service in any call center environment or in connection with any similar such application.
	•		Customer may not use VoIP Service for telemarketing, fax broadcasting, fax blasting or continuous or extensive call forwarding.
	•		Customer may not aggregate traffic from multiple sites into a single site configured with Hosted IP Centrex VoIP Service.
	•		Customer’s design may not be configured with more than [**] oversubscription, i.e., no more than [**] DIDs per simultaneous call.
	•		Customers may not utilize continuous or extensive call forwarding.
	•		Customer may not utilize auto-dialers or any similar type of device in connection with VoIP service.

Voice Services

LOCAL SERVICE — CLEC

The Local Service — CLEC local exchange services provided pursuant to this Attachment (“Local Service) are provided by MCImetro Access Transmission Services LLC d/b/a Verizon Access Transmission Services, MCImetro Access Transmission Services of Virginia, Inc. d/b/a Verizon Access Transmission Services of Virginia, or

Contract ID: 545035-01

Verizon Business
Service Agreement

MCImetro Access Transmission Services of Massachusetts, Inc. d/b/a Verizon Access Transmission Services of Massachusetts, as applicable.

I.

Rates and Charges. Service is governed by applicable Tariff provisions relating to Verizon Business Services II, as supplemented by this Attachment and the related Agreement.

1.

Local Lines. Customer will pay the Monthly Recurring Charges (“MRC”), which include unlimited local usage and the install charges indicated in the table below. IntraLATA toll; interstate, intrastate and international long distance; toll free and calling card minutes and NOT included. Customer understands that the limitations may apply, based on location, as provided in applicable tariffs. Verizon will install the local lines from the nearest Central Office to the location where the telecommunications provider’s wiring crosses or enters a property. Customer will be responsible for all inside wiring and special construction charges. Features are provided pursuant to the applicable state tariffs.

		Install Charge
Market		Per Line		MRC Per Line*
▇▇▇▇▇▇, ▇▇▇▇▇▇, Fort Worth, Houston & San Antonio, TX		[**]		[**]
California; Hartford, CT; Philadelphia & Pittsburgh, PA; Stamford, CT		[**]		[**]
Illinois; Michigan; Salt Lake City, UT; Washington		[**]		[**]
Cincinnati, Cleveland & Toledo, OH; Indianapolis, IN; Oregon;		[**]		[**]
Delaware; Kansas City, Springfield & St. Louis MO; Milwaukee, WI; PA (rest of state); UT (rest of state); WI (rest of state)		[**]		[**]
IN (rest of state); Iowa: Jacksonville, Miami, Orlando (BellSouth), Orlando (Sprint) (Winter Park) & Tampa, FL; Nebraska; Nevada		[**]		[**]
Arizona; Charlotte, NC, Colorado; Idaho; Minnesota; New Mexico; OH (rest of state);		[**]		[**]
Raleigh, NC
Boca Raton, FL; North Dakota		[**]		[**]
FL (rest of state); South Dakota; TX (rest of state)		[**]		[**]
CT (rest of state); Kansas		[**]		[**]
▇▇▇▇▇▇▇▇▇▇, ▇▇; Washington, DC		[**]		[**]
Atlanta, GA; New Jersey; New York; Tennessee		[**]		[**]
Arkansas; Baltimore, MD; Louisiana; Massachusetts; MO (rest of state); Montana; N. Virginia; New Hampshire;		[**]		[**]
▇▇▇▇▇▇▇, MS; NC (rest of state)		[**]		[**]
Kentucky; Maine; Rhode Island		[**]		[**]
AL (rest of state); VA (rest of state)		[**]		[**]
GA (rest of state)		[**]		[**]
MD (rest of state); Oklahoma		[**]		[**]
MS (rest of state); South Carolina; Vermont		[**]		[**]
Wyoming		[**]		[**]
West Virginia		[**]		[**]
Hawaii		[**]		[**]

2.

Local Trunks. Customers will pay the MRCs and the install charges indicated in the table below for Local Trunks, which include unlimited local usage and EUCL/LNP. Interstate, intrastate and international Long Distance, Toll Free or Calling Card Minutes, Direct Forward Dialing numbers and local features ate NOT included and are provided pursuant to the applicable state tariffs.

Contract ID: 545035-01

Verizon Business
Service Agreement

				Monthly Recurring
Service Type		Install		Charge Per Trunk
[**]		[**]		[**]
[**]		[**]		[**]

3.

Regional Metered Line. Customer will pay an MRC, and a rate-per-minute charge (“RPM”) for all local exchange usage at the rates indicated in the able below, for Regional Metered Line service, based on Customer’s commitment to a minimum term for Regional Metered Line of either one, two or three years. Additional charges apply for IntraLATA toll, interstate, intrastate, international long distance, toll free and calling card service. Verizon will install the local lines from the nearest Central Office to the location where the telecommunications provider’s wiring crosses or enters a property. Customer will be responsible for all inside wiring and special construction charges. Features are provided pursuant to the applicable state tariffs.

Market City

Base

Base

Market City

Base

Base

Market City

Base

Base

State

Location

MRC*

RPM

State

Location

MRC*

RPM

State

Location

MRC*

RPM

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

A total of 1 page has been omitted and filed separately with the Securities and Exchange Commission.

4.

Local Metered T1. Customer will pay an MRC, and a RPM charge for all local exchange usage at the rates indicated in the table below, for Local Metered T1 (ISDN-PRI) service, based on Customer’s commitment to a minimum term for Local Metered T1 (ISDN-PRI) service of either one, two or three years. Additional charges apply for IntraLATA toll, interstate, intrastate, international long distance, toll free and calling card service. No additional EUCL charge or LNP charge applies. Verizon will install the local lines from the nearest Central Office to the location where the telecommunications provider’s wiring crosses or enters a property. Customer will be responsible for all inside wiring and special construction charges. Features are provided pursuant to the applicable state tariffs.

Service Type		Base MRC		Base RPM
[**]		[**]		[**]

5.

Hosted Voice Messaging Service (Voicemail). Voicemail services provided pursuant to this Attachment (“Voicemail Service”) are governed by, and will change in accordance with, the Guide and any applicable Tariffs, as supplemented by this Attachment and the related Agreement. Customer will pay the Monthly Recurring Charge (“MRC”) for Voicemail service as well as applicable one-time charges set forth below.

Service		Install		MRC per Mailbox
[**]		[**]		[**]
[**]		[**]		[**]
[**]		[**]		[**]
[**]		[**]		[**]
[**]		[**]		[**]
[**]		[**]		[**]

6.

Local Installation Waiver Promotion. As a promotional offering for Local Service ordered between October 1, 2006 and December 31, 2006, Verizon will waive installation and other one-time charges associated with Verizon Local Service ordered under this Agreement at the time Customer signs it except for those related to disaster

Contract ID: 545035-01

Verizon Business
Service Agreement

recovery, Telecommunications Service Priority, expedited installation, non-listed/non-published service, and any charges imposed by third parties (including access, egress, jack or wiring changes). Without limitation, usage and usage-related charges (e.g. taxes, tax-like surcharges, and Governmental charges) also will not be waived. Waived installation fees are set out above for reference with respect to orders to which the promotion does not apply.

A.

Discounts. Customer will receive the following discount percentage off the MRCs and RPM for Local Service listed above.

Service Type		Discount off MRC
Local		[**]%

LONG DISTANCE SERVICE

I.

Rates and Charges.

A.

Intrastate Outbound, Inbound (Toll Free) and Calling Card Service. Customer will pay the following per minute rates, which are fixed for the Term of this Agreement, for domestic intrastate outbound (based on origination type), inbound (toll free) usage (based on termination type), and calling card usage (based on switched origination). Other Long Distance rates and charges are set forth in the applicable Tariffs.

		Rate Per-Minute
		Switched &
		Card, as		Dedicated &
State		applicable		Local*
Alabama		[**]		[**]
Arizona		[**]		[**]
Arkansas		[**]		[**]
California		[**]		[**]
Colorado		[**]		[**]
Connecticut		[**]		[**]
Delaware		[**]		[**]
Florida		[**]		[**]
Georgia		[**]		[**]
Hawaii		[**]		[**]
Idaho		[**]		[**]
Illinois		[**]		[**]
Indiana		[**]		[**]
Iowa		[**]		[**]
Kansas		[**]		[**]
Kentucky		[**]		[**]
Louisiana		[**]		[**]
Maine		[**]		[**]
Maryland		[**]		[**]
Massachusetts		[**]		[**]
Michigan		[**]		[**]
Minnesota		[**]		[**]
Mississippi		[**]		[**]
Missouri		[**]		[**]
Montana		[**]		[**]
Nebraska		[**]		[**]
Nevada		[**]		[**]
New Hampshire		[**]		[**]
New Jersey		[**]		[**]
New Mexico		[**]		[**]
New York		[**]		[**]
North Carolina		[**]		[**]
North Dakota		[**]		[**]
Ohio		[**]		[**]
Oklahoma		[**]		[**]
Oregon		[**]		[**]
Pennsylvania		[**]		[**]
Rhode Island		[**]		[**]
South Carolina		[**]		[**]
South Dakota		[**]		[**]
Tennessee		[**]		[**]
Texas		[**]		[**]
Utah		[**]		[**]
Vermont		[**]		[**]
Virginia		[**]		[**]
Washington		[**]		[**]
West Virginia		[**]		[**]
Wisconsin		[**]		[**]
Wyoming		[**]		[**]

Contract ID: 545035-01

Verizon Business
Service Agreement

B.

Interstate Outbound (Toll Free) Service and Calling Card Service. Customer will pay the following per minute rates, which are fixed for the Term of this Agreement, for domestic interstate outbound usage (based on origination type), inbound (toll free) usage (based on termination type) and calling card usage (based on switched origination). Other Long Distance rates and charges are set forth in the Guide Provisions for Voice Services.

Origination/Termination Type		Rate Per-Minute
Switched/Card		[**]
Dedicated/Local Network Connection		[**]

	C.		International Outbound, Inbound (Toll-Free) and Calling Card Service. For international outbound and calling card service, Customer will pay the per minute rates, which are fixed for the Term of this Agreement, specified in the Guide provisions relating to outbound Service (a Voice Service), including Card, usage that originates in the U.S. Mainland, Hawaii and U.S. Virgin Islands, and terminates to mobile telephone in international locations (based on origination type). Customer will pay an additional per-minute surcharge for calls that terminate to mobile telephones in international locations at the rates set forth in the Guide (where applicable). Customers will pay the per minutes rates, which are fixed for the Term of this Agreement, specified in the Guide provisions relating International Toll Free Service usage which originates from the applicable international locations and terminates via switched, dedicated, or local terminations in the U.S. Mainland, Hawaii, and the U.S. Virgin Islands.
	D.		LD Voice Package. Customer will pay the following flat rate monthly charge (“MRC”), fixed for the Term of the Agreement, for all intrastate and interstate outbound Long Distance calls from any single Customer site up to [**] minutes per month originating from a T1 or PRI purchased from Verizon.

Agreement Term		MRC*
One Year		[**]
Two Years		[**]
Three Years		[**]

Customer understands that the LD Voice Package is restricted in the following manner:

	1.		International long distance, inbound (toll free), and calling card minutes are NOT included.
	2.		Customer may not utilize auto-dialers or any similar type of device in connection with the LD Voice Package.
	3.		Customer may not utilize the LD Voice Package in any call center environment or in connection with any such similar environment.

		Customer expressly acknowledges that any violation of the foregoing restrictions will result in the immediate termination of the LD Voice Package by Verizon and the resumption of standard rates for affected services.
II.		Discounts.

A.

Interstate. Customer will receive a discount off the Interstate rates listed above.

Service Type		Discount off per Minute Rate
Interstate Outbound Long Distance And Calling Card Usage		[**]%

Contract ID: 545035-01

Verizon Business
Service Agreement

Service Type		Discount off per Minute Rate
Interstate Inbound (Toll Free) Usage		[**]%

B.

International Outbound, Inbound (Toll Free) and Calling Card Service. Customer will receive the following discount off the per minute rates listed in the Guide provisions relating to International Outbound, Inbound (Toll Free) and Calling Card service.

Service Type		Discount off per Minute Rate
International Outbound Long Distance And Calling Card Usage		[**]%

Service Type		Discount off per Minute Rate
International Inbound (Toll Free) Long Distance Usage		[**]%

III.

Special Pricing.

A.

Interstate Outbound Voice Service (Option 1), including interstate Calling Card Service. Verizon interstate outbound voice services (“Outbound Voice Service”) provided pursuant to this Attachment are governed by the Guide provisions relating to Voice Service. The following rates per minute for Interstate Outbound Voice Service will be fixed for the Term and are in lieu of all other rates, discounts and promotions, including those set forth herein:

Interstate Outbound, Option 1

Origination		Rate Per minute
Local		[**]
Dedicated		[**]
Switched		[**]

			For Calling Card Service, Customer will pay the Switched/Dedicated or the Switched/Switched rates, based on the type of termination.
	B.		Interstate Inbound Voice Service (Option 1). Verizon interstate inbound voice services (Inbound Voice Service”) provided pursuant to this Attachment are governed by the Guide provisions relating to Voice Service. The following rates per minute for Interstate Inbound Voice Service will be fixed for the Term and are in lieu of all other rates, discounts and promotions, including those set forth herein:

Interstate Inbound, Option 1

Origination		Rate Per minute
Local		[**]
Dedicated		[**]
Switched		[**]

	C.		Intrastate Voice Service State-Specific Option 1. In lieu of all other rates, discounts and promotions, including those set forth herein, Customer will pay the following per minute rates, which are fixed for the Term, for domestic intrastate outbound (based on origination type), inbound (toll free) usage (based on termination type), and calling card usage (based on switched origination) for the following States. Other long distance rates and charges are set forth in the applicable Tariffs.
			These rates apply in response to competitive marketplace conditions, as Customer asserts that otherwise it will accept another company’s offer.

Contract ID: 545035-01

Verizon Business
Service Agreement

Intrastate Outbound Voice Service — State Specific — (Option 1)

State(s)		Local Origination		Dedicated Origination		Switched Origination
Massachusetts		[**]		[**]		[**]

Intrastate Inbound Voice Service — State Specific — (Option 1)

State(s)		Local Origination		Dedicated Origination		Switched Origination
Massachusetts		[**]		[**]		[**]

Conferencing Services

AUDIO CONFERENCING AND NET CONFERENCING SERVICE

I.

Rates and Charges. Customer will pay the following rates and charges below including those charges set forth in the Audio and Net Conferencing Services Additional Charges section.

A.

Audio Conferencing.

1.

US Audio Conferencing. Customer will pay the following per minute per-bridge port rates, which are fixed for the Term of this Agreement, for Audio Conferencing service covering calls that originate and terminate in the U.S. Mainland, Alaska, Hawaii, Puerto Rico and the U.S. Virgin Islands. Except as noted below charges are inclusive of both bridging and transport. Customer is responsible for all other charges associated with domestic Audio Conferencing at standard rates, which are described in the Guide.

Level		Domestic Audio Conferencing Service Type		Rate Per Minute
Premier		Dial Out Access		[**]
Premier		Toll-Free Meet Me		[**]
Premier		Toll Meet-Me Access (bridging only)		[**]
Standard		Standard Level Dial Out Access		[**]
Standard		Standard Level Toll-Free Meet-Me Access		[**]
Standard		Standard Level Toll Meet-Me Access (bridging only)		[**]
Unattended		Toll-Free Meet-Me Access		[**]
Unattended		Toll Meet-Me Access		[**]
Instant Meeting		Dial Out Access		[**]
Instant Meeting		Toll-Free Meet-Me		[**]
Instant Meeting		Toll Meet-Me Access (bridging only)		[**]

2.

Canadian Audio Conferencing. For Audio Conferencing Dial Out and Toll Free Meet-Me Access (1) originating in the U.S. Mainland, Alaska, Hawaii and the U.S. Virgin Islands and terminating in Canada, and (2) originating in Canada and terminating in the U.S. Mainland, Alaska, Hawaii, and the U.S. Virgin Islands, Customer will pay, in lieu of standard rates and any discounts, the per-minute per-bridge port fixed rates described herein. Charges are inclusive of both bridging and transport. Customer is responsible for all other charges not indicated under this Agreement associated with Canadian Audio Conferencing Service at standard rates. The following rates per minute will be fixed for the Term.

Level		Domestic Audio Conferencing Service Type		Rate Per Minute
Premier		Canada Dial Out Access		[**]
Premier		Canada Toll-Free Meet Me		[**]
Standard		Canada Dial Out Access		[**]

Contract ID: 545035-01

Verizon Business
Service Agreement

Level		Domestic Audio Conferencing Service Type		Rate Per Minute
Standard		Canada Toll-Free Meet-Me Access		[**]
Unattended		Canada Toll-Free Meet-Me Access		[**]
Instant Meeting		Canada Toll -FreeMeet-Me Access		[**]

	3.		US Dial Out International Audio Conferencing. International Audio Conferencing (dial out from a US bridge). In lieu of any other discounts, Customer will receive a fixed discount of [**] percent ([**]%) off of the current standard rates in the Guide (which include both transport and bridging) for domestically bridged International Dial-Out Audio Conferencing, and those current standard rates are set forth below.
	4.		Global Access Transport Charges (U.S. Bridged). The following per-minute per bridge-port usage charges apply in the following countries based on availability of service, zone and origination access type. Bridging charges are additional and are priced at Customer’s applicable Toll Meet Meet-Me Access rate per minute. Global Access Transport charges are not eligible for any additional discounts. The following rates per minute will be fixed for the Term.

Originating Access Method/Zone		Rate Per Minute
Local Toll
A		[**]
B		[**]
C		[**]
D		[**]
E		[**]
Local Freephone
A		[**]
B		[**]
C		[**]
D		[**]
E		[**]
F		[**]
G		[**]

B.

Net Conferencing.

1.

Per-Minute Option. Customer will pay the following per minute rates, which are fixed for the term of this Agreement, for Net Conferencing. The Net Conferencing services provided under this Service Attachment are described in the Guide.

Service Type		Rate Per Minute
Net Conferencing Per-Minute Option		[**]

2.

Net Conferencing Seat-Based Option (“Seat-Based Net”). Customer will be eligible for the following rates for Seat-Based Net Services. In order to utilize Seat-Based Net, Customer must sign or submit a Seat-Based Net Enrollment/Order Form (“Enrollment/Order Form”). Any additions or modifications to Customer’s Seat-Based Net Service during the Term will be controlled by the submission of a completed change form (“Seat-Based Change Form”). The effective date of any Enrollment/Order Form will be no later than the first day of the second full billing cycle following Customer’s submission of the Enrollment/Order Form to Verizon. No back credits will be available. Customer will be responsible for all other charges associated with Seat-Based Net, including, but not limited to, Set-Up charges and Overage charges, at the then standard

Contract ID: 545035-01

Verizon Business
Service Agreement

rates set forth in the Guide. The per seat per month charges are fixed for the Term; all other charges are subject to change from time to time with changes in the Guide.

Product: Seat Commitment		Per Seat Per Month
[**]		[**]

[**]

3.

Net Conferencing Enterprise Edition (“EE”). Customer will be eligible for the following rates for EE. In order to utilize EE, Customer must sign or submit an EE Enrollment/Order Form (“Enrollment/Order Form”). Any additions or modifications to Customer’s EE Service during the Term will be controlled by the submission of a completed change form (“Change Form”). The effective date of any Enrollment/Order Form will be no later than the first day of the second full billing cycle following Customer’s submission of the Enrollment/Order Form to Verizon. No back credits will be available. Customer will be responsible for all other charges associated with EE, including, but not limited to, Set-Up charges and Overage charges, at the then standard rates set forth in the Guide. The per minute charges are fixed for the Term; all other charges are subject from time to time with changes in the Guide.

US Enterprise Edition Committed		Rate Per Minutes/Overage
Minutes Range		Per Minute
[**]		[**]
[**] [**]		[**] [**]
[**] [**] [**]		[**] [**] [**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]

II.

Discounts. Customer will receive the following discount percentage, off the Audio Conferencing and New Conferencing rates listed in the Guide. Discounts do not apply to any charges, if applicable, for Operator Hosting (without limitation) and Seat-Based pricing.

Service Type		Discount off Rate Per Minute
Audio Conferencing and Net Conference		[**]%

III.

Audio and Net Conferencing Services Additional Charges. Customer will pay the standard rates in the Guide for Audio and Net Conferencing Services and those current standard rates are set forth below. Unless otherwise notes, the following rates and charges are not fixed for the Term.

US Dial Out International Audio Conferencing
		Rate Per Minute Per				Rate Per Minute Per				Rate Per Minute Per
Termination Country		Participant		Termination Country		Participant		Termination Country		Participant
[**]		[**]		[**]		[**]		[**]		[**]

A total of 6 pages have been omitted and filed separately with the Securities and Exchange Commission.

Contract ID: 545035-01

Verizon Business
Service Agreement

VIDEO CONFERENCING SERVICE

I.

Rates and Charges. Customer will pay the rates indicated below, which are fixed for the Term of this Agreement (unless otherwise indicated), for the Video Conferencing services provided pursuant to this Attachment (“Video Conferencing Service”). Customer is responsible for all other charges associated with Video Conferencing Service at standard rates.

A.

ISDN Port (Bridging) Usage.

Charge Type		Per Minute Rate Per Site
[**]		[**]
[**]		[**]

			An additional $[**] per call per minute charge applies for Premier Level Video Conferencing.
	B.		ISDN Dial Out Transport. Transport for Video Conferencing Service is based upon Participant’s site location.

Location		112/128 Kbps Per Minute Rate Per Site
[**] [**]		[**] [**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]

C.

IP Access Port (Bridging) Usage.

IP Access Video Port		Premier */Standard/Unattended		Instant Video
Bridging Speed		Rate Per Minute per Site		Rate per Minute per Site
[**]		[**]		[**]
[**]		[**]		[**]
[**]		[**]		[**]

			An additional $[**] per call per minute charge applies for Premier Level Video Conferencing.
	D.		Additional Video Conferencing Service Charges. These charges are not fixed for the Term.

Description		Charge		Billing Unit
[**]		[**]		[**]

A total of 1 page has been omitted and filed separately with the Securities and Exchange Commission.

Network Access Services

NETWORK ACCESS

Contract ID: 545035-01

Verizon Business
Service Agreement

I.

Rates and Charges. Customer will pay the monthly recurring charges (“MRC”) and one-time charges related to network access services as follows:

	▇.		▇▇▇▇▇▇ Local Access, DSO (Hubless) Access, T-1 (DS1) Digital Access, DS3 Local Access and SONET Access (collectively know as “Time Division Multiplexor (“TDM”) — based access services”) are provided pursuant to the Guide provisions relating to Network Services Local Access Services, Verizon Business Services II.
	B.		Converged Ethernet Access and Ethernet Private Line (“EPL”) Access (collectively known as Ethernet Access services”) are provided pursuant to the Guide provisions relating to Ethernet Services, Verizon Business Services II.

II.

Discounts. Customer will receive the following discount percentage off the MRC’s listed in the Guide for the following types of Access.

Service Type		Discount off MRC
[**]		[**]
[**]		[**]
[**]		[**]

III.

Terms and Conditions. Network access services are provided by MCI Legacy Company, TDM — based network access services are provided pursuant to the Guide provisions relating to Network Services Local Access Services. Ethernet Access services are provided pursuant to the Guide provisions relating to Ethernet Services.

Data Networking Services

FRAME RELAY — DOMESTIC SERVICE

I.

Rates and Charges. Customer will pay the following monthly recurring charges (“MRC”), which are fixed for the Term of this Agreement, for each port and Permanent Virtual Circuit (“PVC”) as indicated in the table below for Frame Relay circuits, based on the port and PVC speed ordered by Customer. One-time charges and recurring feature and PVC usage charges are set forth in the Guide provisions relating to Frame Relay for Verizon Business Services II.

A.

Port MRCs.

Port		MRC		Port		MRC
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]

B.

PVC MRCs

PVC		MRC		PVC		MRC
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]

Contract ID: 545035-01

Verizon Business
Service Agreement

PVC		MRC		PVC		MRC
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]

II.

Discounts. Customer will receive the following discount percentage off the Frame Relay Port and PVC MRCs listed in the Guide.

Service Type		Discount off MRC
Frame Relay — Ports and PVCs		[**]%

III.

Terms and Conditions. The Verizon frame relay (IXC) services provided pursuant to this Attachment (“Frame Relay Service”) are governed by the Guide provisions relating to Frame Relay for Verizon Business Services II; as supplemented by this Attachment and the related Agreement.

PRIVATE IP SERVICE

1.

Rates and Charges. For the purposes of the pricing below, “ICB” means charges are determined on an individual case basis. The monthly recurring charges (“MRC”) shown below include DiffServ Control Point (“DSCP”) 24 (Also referred to as IP Precedence 3) committed access rate (“CAR”). Customer may order optional enhanced traffic management (“ETM”) by subscribing to the Gold CAR with the Additional MRC in the table shown below. (Customer’s billing statement may reflect Gold CAR charges as “EF-Real Time” charges.) Customer may order a secondary PVC for each of its primary PVC. A secondary PVC will be priced in the same manner as a primary PVC as shown below. Where available, a Disaster Recovery CAR can be ordered and will be priced in the same manner as a Silver CAR. The terms PVC and CAR are used interchangeably throughout this service attachment.

A.

Definitions: For the purposes of the Private IP pricing below, the following definitions apply:

Term		Definition
“ICB”		Charges are determined on an individual case basis
“NA”		Service is not available

B.

Domestic Private IP. Customer will pay Verizon’s standard domestic MRCs for Private IP Port and CARs (as defined below), which are fixed for the Term of this Agreement, and non-recurring charges (“NRC”) shown below.

1.

Non-Recurring Charges

a.

Installation and Ancillary NRCs for Contiguous United States and Puerto Rico Installations.

US & Hawaii				Puerto Rico
Speed		NRC (per port)		Speed		NRC (per port)
56/64 Kbps.		[**]		56/64 Kbps — 2.048 Mbps		[**]
128 Kbps — 1.024 Mbps		[**]		3.072 Mbps — 4.096 Mbps		[**]

Contract ID: 545035-01

Verizon Business
Service Agreement

US & Hawaii				Puerto Rico
Speed		NRC (per port)		Speed		NRC (per port)
1.536 Mbps		[**]		Greater than 4.096 Mbps		[**]
Greater than 1.536 Mbps up to and including 44.736 Mbps		[**]

Ancillary Type		NRC (per port)
Cancellation charge prior to install		[**]
Order expedite		[**]

b.

Disaster Recover, Geographic Gateway Diversity and Router Diversity NRCs for US and Hawaii.

		NRC per Port
				Geographic Gateway
				Diversity and Router
Speed		Disaster Recovery		Diversity
64 Kbps		[**]		[**]
128 Kbps — 1.024 Mbps		[**]		[**]
1.536 Mbps		[**]		[**]
Greater than 1.536 Mbps up to and including 44.736 Mbps		[**]		[**]

c.

Remote Configuration Charges for Contiguous United States Installations.

Charge Type		NRC (per port)
Standard — Remote Configuration standard work time ([**] hours per site).		[**]
Non-Standard — each additional hour spent on Remote Configuration per site.		[**]

2.

Monthly Recurring Charges

a.

Port Charges for the Contiguous United States and Hawaii Installations.

Bundled Subrate

Bundled Ethernet

Disaster

Bundled Port Speed

Disaster Recovery

DS-3 Port Speed

Disaster Recovery

Flow Port Speed*

Bundled

Recovery

(dedicated only)

Bundled Port MRC

MRC

(dedicated only)

Bundled Port MRC

MRC

(dedicated only)

Port MRC

MRC

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

b.

Gold CAR Charges for the contiguous United States and Hawaii Installations

Contract ID: 545035-01

Verizon Business
Service Agreement

Speed (Kbps)

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

A total of 3 pages have been omitted and filed separately with the Securities and Exchange Commission.

c.

Puerto Rico Installations. Puerto Rico receives international discounts.

Bundled Port Speed		Puerto Rico Bundled				Puerto Rico
(dedicated only)		Port MRC		Gold CAR Speed		Additional MRC
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
[**]		[**]		[**]		[**]
				[**]		[**]
				[**]		[**]
				[**]		[**]
				[**]		[**]
				[**]		[**]
				[**]		[**]
				[**]		[**]
				[**]		[**]

C.

International Private IP. Customer will pay the following MRC and one-time non-recurring charges (“NRC”) for each international Private IP port and CAR. Actual speeds available to Customer may be from [**] Kbps below those set forth below, depending on the bandwidth offered by local loop providers.

1.

Non-Recurring Charges: For ports and PVCs in international locations, the following non-recurring charges apply per fort for each installation and reconfiguration.

Contract ID: 545035-01

Verizon Business
Service Agreement

International Private IP
Speed		NRC (per port)
[**]		[**]
[**]		[**]

2.

Bundled Port Charge. The following MRCs apply based upon country and port speed.

64

Country

Kbps

128 Kbps

256 Kbps

384 Kbps

512 Kbps

768 Kbps

[**]

[**]

[**]

[**]

[**]

[**]

[**]

A total of 4 pages have been omitted and filed separately with the Securities and Exchange Commission.

a.

Bundled Ethernet Flow Port Rates. The following MRCs apply based upon country and port speed.

Country

Ethernet 1M

Ethernet 2M

Ethernet 3M

Ethernet 4M

Ethernet 5M

Ethernet 6M

Ethernet 7M

Ethernet 8M

Ethernet 9M

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

A total of 6 pages have been omitted and filed separately with the Securities and Exchange Commission.

4.

Other International Private IP charges:

	a.		Cancellation Charge: A $[**] charge applies per port in international locations for cancellation of Private IP Service prior to installation.
	b.		Expedite Charges: A $[**] non-recurring charge applies per port for expedited installation of a port.

5.

International Access. Customer will pay the following International Access rates based upon building type. Current Verizon standard rates and charges for International Access service are available from Verizon upon request, and have been provided to Customer

	a.		For international circuits providing lit building (i.e., type 1) local access service to non-US-based ports, Customer will pay Verizon’s standard list rates, in effect at the time of circuit installation.
	b.		For international circuits providing non-lit building local access service to non-US-based ports, Customer will pay the PTT access rate in effect at the time of order based on the conversion of the local currency to US dollars at the exchange rate in effect at time of order.

D.

MVIC Service.

1.

General. In addition to the domestic and international Private IP service locations where Verizon maintains Provider Edge equipment, Private IP service is available in select locations through arrangements with third party MPLS service providers (“MPLS Partners”) using MPLS VPN Interprovider Connection (“MVIC”). MVIC connects the Verizon Private IP network to an MPLS Partner’s MPLS networks. Customer will receive all invoices and customer support services only from Verizon (in countries where Verizon is working with an MPLS Partner, in-country provision of any of these services by ▇▇▇▇▇▇▇ is as authorized agent for the MPLS Partner or as a reseller). MVIC service for each MPLS Partner has unique pricing as specified below, and other terms including, but not limited to, rules pertaining to the amount of AF traffic that is allowed, or the number of Classes or Service available. Such MPLS Partner and associated MVIC information is available through Customer’s Verizon account representative upon request. The MCIV “Interconnect” rate applies to the MVIC connecting the Verizon

Contract ID: 545035-01

Verizon Business

Service Agreement

			Private IP network to the MPLS Partner’s network (where applicable). The “Partner” rate applies to the MPLS service on the MPLS Partner’s network.
	2.		MVIC Interconnect and Partner Port Charges. The following NRCs and MRCs apply based on location and port speed selected.

a.

MVIC Port NRC.

MVIC Private IP Brazil, Canada, China, India, Mexico
Speed		NRC (per port)
[**]		[**]
[**]		[**]

MVIC Private IP Alaska
Speed		NRC (per port)
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]

b.

MVIC Port MRC. All MVIC MRCs receive International Private IP discounts.

MPLS

64

Location

Port Type

Partner

Kbps

128 Kbps

256 Kbps

384 Kbps

512 Kbps

768 Kbps

1.024 Kbps

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

A total of 4 pages have been omitted and filed separately with the Securities and Exchange Commission.

F. Shared Port. A Customer who accesses Private IP Service via a Verizon-provided frame relay port or a Verizon-provided ATM service port existing at the time Private IP Service is implemented and continues to receive frame relay services or ATM service through such port will be charged for such port under the terms and conditions applicable to Customer’s frame relay services or ATM service.

G. Dynamic Bandwidth. Customer will pay Verizon’s MRCs and the NRCs shown below per CAR. In addition, any changes to Customer’s CAR speed will be billed in accordance with the rates shown above for such CAR speed.

Dynamic Change		NRC Set-Up Fee		MRC
DCAR		[**]		[**]

H. Application Analysis and Application Priority. (available in the U.S. only) Application Analysis and Application Priority are available through an amendment to this service attachment.

I. Network Assessment Service. Network Assessment service is available through a separate service attachment.

J. Multicasting CAR.

1.

Monthly Recurring Charges. Customer will pay Verizon’s MRCs and NRCs shown below per sending site.

Sending Sites		MRC
[**]		[**]

Contract ID: 545035-01

Verizon Business

Service Agreement

Sending Sites		MRC
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]

2.

Non Recurring Charge. Customer will pay a set up charge of $[**] for each Multicasting enabled site.

II.

Discounts. Customer will receive the following discount off the port and CAR MRCs.

Service Type		Discount off MRC
[**]		[**]
[**]		[**]

III.

Special Pricing.

	A.		Domestic Private IP Service (Option 1). In lieu of all other discounts and promotions, including those set forth herein, Customer will pay Verizon’s VBSII rates during the Term, less a fixed discount of [**]%. The discount will be applied to Customer’s recurring port charge, CAR circuit charges and Gold circuit charges originating from such ports. This discount does not apply to Access charges.
	B.		International Private IP Service (Option 1). In liew of all other discounts and promotions, including those set forth hereinf, Customer will pay Verizon’s VBSII rates during the Term, less a fixed discount of [**]%. The discount will be applied to Customer’s recurring port charges and CAR circuit charges originating from such ports. This discount does not apply to Access charges.
	C.		Installation Waiver. Verizon will waive the installation charges associated with Verizon-provided International Private IP Ports only. This waiver does not apply to MVIC or Partner-provided ports, or to international access loop installs. This waiver only applies to Verizon owned port locations.

IV.

Terms and Conditions. The following terms and conditions are applicable, in addition to others set forth in the Guide.

	A.		General. Customer can only subscribe to ETM via the option Gold CAR at a speed that is less than or equal to [**]% of the port speed. If Customer orders a 0 Kbps Gold CAR to subscribe to ETM, Customer will receive Standard Reproting only. The 0 Kbps Gold CAR may not be available in all international locations in which Private IP services is available.
	B.		Service Level Agreement. The Service Level Agreement (“SLA”) for the Service is attached hereto. Verizon reserves the right to amend the SLA from time to time effective upon written notice, that may be delivered in the invoice or other reasonable means; provided that in the event of any amendment resulting in a material reduction of the SLA’s service levels or credits, Customer may terminate the Service without penalty by providing Verizon written notice of termination during the 30 days following Customer’s notice of such amendment. If Customer chooses to so terminate the Service, Verizon will disconnect the Service within 60 days of its receipt of Customer’s notice of termination. The SLA sets forth Customer’s sole and exclusive remedies for any claim relating to the Service or Verizon’s network, including any failure to meet any service level set forth in the SLA. Verizon will determine in its sole discretion what records and data will be the basis for all SLA calculations and determinations. Notwithstanding anything to the contrary, the maximum amount of credit in any calendar month under the SLA will not exceed the amount that, absent the credit, would have been charged for the Service that month.
	C.		Private IP Service Options. Customer must choose from Standard or Enahnced Traffic Management Private IP Service options.
	D.		Remote Configuration. Remot Configuration Service is an optional service available upon Customer’s request. If choosing Remote Configuration, Customer must report detected CPE failures and provide information to Verizon or its designated point of contact (“Verizon or its

Contract ID: 545035-01

Verizon Business

Service Agreement

			Designees”) that is necessary or useful for Verizon to perform its obligations, including any information Verizon or its Designees specifically request. Neither Verizon nor its Designees is responsible or liable for Customer’s document files or for data or files lost during the performance of the Private IP Service. Upon Customer’s acceptance of the implementation of Private IP Service by Verizon, Customer will be fully responsible for maintenance and management of Private IP Service.
	E.		WAN Analysis. Customer’s use of WAN Analysis is subject to the terms and conditions of the third party end user license agreement, if any. All reports and information provided by WAN Analysis are for Customer’s informational purposes only and may not form the basis for service level agreement claims. Customer agrees that such reports are Company confidential information.
	F.		No Resale. The Services is provided only to Customer. Resale or use by another organization is prohibited.
	G.		Change in Service. Verizon may modify or eliminate Private IP Service offerings or features upon 30 days prior written notice to Customer; provided that Customer may terminate the Private IP Service without penalty in the 15 days following implementation of any change that has a material adverse affect on the functionality of the Private IP Service if Verizon fails to correct the adverse effect in the 10 days following Customer’s written notification to Verizon of such effect.
	H.		Diversity and Disaster Recovery. Customers may subscribe to one or more optional features enabling access to the Private IP Network under circumstances where primary access is unavailable. The term of such optional features is co-extensive with the term for Customer’s Private IP Service.

	1.		Diversity Feature. Geographic. Diversity automatically directs a second Customer circuit to a different Verizon gateway. Router Diversity automatically directs a second Customer circuit to a different Private IP switch/router.
	2.		Disaster Recovery Port Feature. When Customer’s primary port on the Private IP Network is unavaiulable due to circumstances prevailing in Customer’s geographic locale, this feature allows a customer to redirect their circuit to a different Verizon gateway at a different Verizon point-of-presence (POP). Customer’s Disaster Recovery port may be located either at the site of a third-party disaster recovery vendor, or on Customer’s own network. Customers purchasing a Disaster Recovery port must also have primart port on the Verizon Private IP Network and must also subscribe to either a Geographic or Router Diversity feature. The Disaster Recovery Port features may be used by Customer only if its primary access is unavailable or for periodic Customer disaster recovery testing. If Verizon determines that Customer is using these features for other purposes, including but not limited to, load balancing between two circuits, Customer will be charged for full use of two circuits.
	3.		Availability. Private IP Diversity and Disaster Recovery do not guarantee that Customer’s Private IP Service will be always available when the primary access is not available. Private IP Service accessed through the use of the Disaster Recovery may be unavailable due to the same or other circumstances that caused the primary Private IP Network access to be unavailable. No Service Level Agreement is provided for the Private IP Diversity or Disaster Recovery features.

I.

Route Limits. Customer may not introduce into the PIP network more routes than it has been assigned, based on the topology and number of sites in the customer’s network. Verizon allows the following number of routes in Customer’s Virtual Routing and Forwarding (VRF) table based upon the number of Customer sites (circuits) in a given VPN.

Expected Total Number of Sites		Maximum Routes
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]

Contract ID: 545035-01

Verizon Business

Service Agreement

J.

Dynamic Bandwith. Custsomer’s access circuits must be un-channelized. Dynamic changes to CAR values may be made not more than [**] per day. Dynamic changes to CAR values are set to occur based on the Greenwich Meridian Time Zone and not Customer’s local time zone.

PRIVATE LINE — METRO ACCESS SERVICE

I.

Rates and Charges.

A.

Metro Private Line Access Service. Metro Private Line (“MPL”) Access Service is provided by MCI Legacy Company. Customer will pay monthly recurring charges (“MRC”) for ▇▇▇▇▇▇▇’s MPL Access Service, which are fixed for the Term of this Agreement at the then-current rate at time of circuit installation, and non-recurring charges, as set forth in the Guide under Metro Private Line Access Service. MRCs will begin accruing on the Service Activation Date applicable to each MPL Access Service, unless Customer has not provided Verizon with all information reasonably requested by Verizon for the provisioning of MPL Access Services. If Customer fails to provide Verizon with such information, MRCs will begin accruing on the [**] following the date of Customer’s execution of the Agreement or Customer’s placement of an order.

II.

Terms and Conditions.

▇.

▇▇▇▇ and Termination.

	1.		Service Activation Date. The Service Activation Date for MPL Service ordered hereunder will be the date the MPL Service is available for Customer’s use.
	2.		Term/Minimum Term. The term of MPL Service ordered hereunder will automatically renew, expire and terminate according to the terms of the Agreement. Notwithstanding the preceding, Customer commits to a minimum one-year term per circuit.
	3.		Early Termination. If Customer terminates any MPL Service during the term commitment, except for Termination for Cause as provided in the Agreement, such termination shall not be effective until 60 days after Verizon receives written notice of termination and Customer may be required to pay, within 30 days after wuch date: (a) all accrued but unpaid charges for the MPL Service incurred through the effective date of termination plus (b) an amount equal to the total of the remaining in the first year of the MPL Service term, if any, plus (c) an amount equal to [**]% of the MRCs for the balance fo the MPL Service term after the first year; provided that, in no event shall Customer’s total termination liability exceed the full contract value of the terminated MPL Service.

B.

Service Not To Be Resold: MPL Services are intended for the use of Customer and Customer’s customers and authorized end users. Customer may charge End Users a user fee, but may not resell MPL Service in its entireto to another person or entity. ▇▇▇▇▇▇▇’s relationship is solely with Customer. Customer is solely responsible for interacting with End Users regarding any administration, processes, and/or issues arising from any use of any MPL Service by End Users.

Internet Services

INTERNET DEDICATED SERVICE

I.

Rates and Charges. Customer will pay the monthly recurring Charges (“MMRC”), which are fixed for the Term of this Agreement, for Internet Dedicated Services (includes Internet Dedicated NxT1 Service, Internet Dedicated T1 Service, Internet Dedicated T3 Service, Internet Dedicated OC3 Service, Internet Dedicated OC12 Service, Internet Dedicated OC48 Service, Internet Dedicated GigE Port Only Service, Internet Dedicated Ethernet Service and Internet Dedicated Fast Ethernet ▇▇▇▇▇ Only Services), (“Internet Dedicated Service”) and attendant options are listed, as applicable, in the Pricing Schedule(s) set forth below. Additional charges are also set forth below. Prices below are for Internet Dedicated Service in the contiguous United States. Local access (“local loop”) service is required to connect Customer’s premises to Verizon’s network hub and is sold separately.

Contract ID: 545035-01

Verizon Business

Service Agreement

A.

Internet Dedicated NxR1 Service

1.

NxT1 Ports

NxT1 MLFR		Start-up Fee		MRC
[**]		[**]		[**]
[**]		[**]		[**]
[**]		[**]		[**]
[**]		[**]		[**]
[**]		[**]		[**]
[**]		[**]		[**]
[**]		[**]		[**]
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[**]		[**]		[**]
[**]		[**]		[**]
[**]		[**]		[**]
[**]		[**]		[**]
[**]
[**]		[**]		[**]

[**].

2.

Relocation/Retermination Fee: $[**]

B.

Internet Dedicated T1 Service

1.

T1 Ports

Burstable T1		Start-up Fee		MRC
[**]		[**]		[**]

[**].

2.

Relocation/Retermination Fee: $[**]

C.

Internet Dedicated T3 Service

1.

T3 Ports

T3 Tiered		Start-up Fee		MRC
[**]		[**]		[**]

A total of 1 page has been omitted and filed separately with the Securities and Exchange Commission. [**].

2.

Relocation/Retermination Fee: $[**]

D.

Internet Dedicated Ethernet Service

1.

Internet Dedicated Ethernet Bandwidth

Contract ID: 545035-01

Verizon Business

Service Agreement

Tiered		Start-up Fee		MRC
[**]		[**]		[**]

			A total of 3 pages have been omitted and filed separately with the Securities and Exchange Commission. [**].
	2.		Relocation/Retermination Fee: $[**]

E.

Internet Dedicated Fast Ethernet Port Only Service

1.

Internet Dedicated Fast Ethernet (“FE” Bandwidth)

Burstable Select Bandwith		Start Up Charge		MRC		Per Meg Overage
[**]		[**]		[**]		[**]

A total of 1 page has been omitted and filed separately with the Securities and Exchange Commission. [**].

	F.		Installation. Installation may be scheduled between the hours of 8AM and 7PM ET Monday through Friday (excluding holidays). If Customer requires installation outside of these hours, Verizon will charge an additional $[**] fee,
	G.		Access Charges. Access (“local loop”) circuit charges are separately priced and may be found in the Access portion of the Guide. If Customer orders its own local loop circuits, Verizon’s Network Connection Charge — also set forth in the Guide — shall apply.
	H.		Expedited Service Fee. At Customer’s request, Verizon will request expedited service from the telco. Customer shall pay an expedited service fee of $[**] per circuit for all expedited telco provisioning.
	I.		Cancellation Prior to Installation. A $[**] per-order charge applies to orders for installation of Internet Dedicated Service which are cancelled by the Customer after submission to Verizon and prior to installation of Internet Dedicated Service.

II.

Discounts. Customer will receive the following discounts off the MRC set forth above, except as otherwise specified.

Service Type		Discount Off MRC
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]

III.

Special Pricing.

A.

Internet Dedicated Service. In lieu of all other discounts and promotions, including those set forth herein, Customer will receive the following fixed discounts off the montly recurring charges set forth herein for Interned Dedicated Service, based on the Service Types set forth below. Access is not eligible for these discounts and is additional.

Internet Dedicated Service Type		Discount
[**]		[**]
[**]		[**]
[**]		[**]

IV.

Terms and Conditions.

Contract ID: 545035-01

Verizon Business
Service Agreement

	A.		The Internet Dedicated Services (“Internet Dedicated Service(s)”) provided pursuant to this Attachment are governed by the Guide provisions relating to Internet Dedicated Service, as supplemented by this Attachment and the related Agreement. Pricing for ARM-to-IP, Frame-to-IP, and Integrated Internet Access (collectively, “Internet Service Options”) are also included, as applicable, in the Pricing Schedule attached hereto.
	B.		Minimum Term Commitment. The minimum Service Term for Verizon Internet Dedicated OC-3, OC-12, OC-48 and Ethernet Service and GigE Port Only, is one year. If the termination of the Agreement causes a Service Attachment, with any of the aforementioned Services to terminate prior to the expiration of a minimum one-year Service Term, Customer shall be liable for the Early Termination Charges defined below.
	C.		Access. Access to a router at an Verizon Network hub near Customer’s site may be interrupted for (i) scheduled maintenance (usually scheduled during off-hours at an Verizon hub, such as Tuesdays and Thursdays between 3:00 AM and 6:00 AM local time), (ii) emergency maintenance, or (iii) as otherwise set forth in the Agreement.
	D.		Verizon Internet Dedicated GigE Port Only Services. Verizon’s Internet Dedicated GigE Port Only Service is an intra-building connectivity product, and thus the Customer’s demarcation point must reside within the same building as a GigE-qualified Verizon-owned network hub. To ensure proper installation, Verizon will order all telco lines within the telco facility where the Verizon hub is located.
	E.		Customer Obligations — Service Not To Be Resold. While Customer can resel Internet connectivity, Customer cannot resell the Internet Dedicated Service in its entirety to another person or entity without the express prior written consent of Verizon. If Customer resells Internet connectivity to end users, Customer is responsible for (i) providing the first point of contact for end user support inquiries, (ii) providing software fulfillment to end users; (iii) running its own primary and secondary domain name service DNS for end users; (iv) registering end users’ domain names, (v) using BGP routing to the Verizon Network, if requested by Verizon; (vi) collecting route additions and changes, and providing them to Verizon; and (vii) registering with the appropriate agency all IP addresses provided by Verizon to Customer that are allocated to end users.
	F.		Burstable Downgrade. Customer may downgrade to a lower Burstable Service level if Customer’s Measured Use Level is at or below such Burstable Service level for at least [**] consecutive months and Customer thereafter requests the downgrade in writing
	G.		Burstable Select Upgrades/Downgrades. Customer may change (upgrade or downgrade) its Burstable Select Service Level [**] within a given calendar month, by requesting the same in writing. The new Service Level and applicable charges will take effect on the first day after the end of the billing cycle during which the written request is received.
	▇.		▇▇▇▇/Early Termination. The “Service Activation Date” for an Internet Dedicated Service ordered hereunder will be the date the Internet Dedicated Service is available to route IP packets at Customer’s site. The term of any Internet Dedicated Service ordered hereunder shall commence upon the Service Activation Date and will automatically renew, expire and terminate according to the terms of the Agreement. Notwithstanding the above, the minimum Service Term for Internet Dedicated OC-3, OC-12, OC-48, Ethernet, Fast Ethernet Port Only and/or GigE Port Only Service is one year, and if the Agreement terminates or expires prior to the termination of this Service Attachment, this Service Attachment with respect to Internet Dedicated OC-3, OC-12, OC-48, Ethernet, Fast Enternet Port Only and/or GigE Port Only Service shall continue in full force and effect under the terms and conditions of the Agreement for the longer of the minimum Service Term or the Service Term otherwise agreed to by Customer. If Customer terminates Internet Dedicated OC-3, OC-12, OC-48, Ethernet, Fast Ethernet Port Only and/or GigE Port Only Service before the end of the one-year minimum Service Term (or longer committed Service Term) for reasons other than Customer termination for Cause, Customer will pay an amount equal to [**]% of the MRC for the discontinued service(s) multiplied by the number of months remaining in the unexpired portion of the one-year commitment or committed Service Term, plus a pro rata portion

Contract ID: 545035-01

Verizon Business
Service Agreement

of any and all credits received by Customer, in addition to any amounts owed for service already received.

Managed Network Services

MANAGED WAN SERVICE

I.

Rates and Charges.

A.

Monthly Recurring Charges (“MRC”) for all Domestic and International Locations including Canada. Verizon activates, monitors, and manages Customer’s Network for Domestic and International locations for the following MRCs per router based upon router size. Verizon may modify the MRCs and other fees by providing [**] prior written notice to Customer.

1.

Monitor and Notify

		MRC by Router Size
		Small		Medium		Large
Monitor and Notify		[**]		[**]		[**]

2.

Physical Management

		MRC by Router Size
		Small		Medium		Large
Physical Management		[**]		[**]		[**]

3.

Full Management

		MRC by Router Size
		Small		Medium		Large
Full Management		[**]		[**]		[**]