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TR GO .JNICATIONS Terms and Conditions to the Agreement IMPORTANT: SECTION 8 OF THESE TERMS AND CONDITIONS INCLUDES A PROVISION REGARDING BINDING ARBITRATION AND A WAIVER OF CUSTOMER'S RIGHT TO JURY TRIALS AND CLASS ACTIONS. General (a) Incorporation of TAA MSA or Service Agreement. These Terms and Conditions (these "Terms and Conditions') to the Telecommunications Account Agreement ("TAX), Master Service Agreement ("MSA") or Service Agreement (referred to herein, as so amended and modified, as the "Agreement") are part of the Agreement between Customer and U.S. TelePacific Corp. All capitalized terms used but not defined herein will have the meanings given to such terms in the TAA or MSA (as applicable). "TPx" as used in the Agreement means the TPx entity executing the TAA, MSA or Service Agreement and/or its Affiliates. (b) Services. Services are offered to Customer by TPx either under tariffs (i.e., documents which list services, prices and other terms and conditions, referred to herein as "Tariffs") filed with the Federal Communications Commission and state regulatory agencies having jurisdiction over the Services ("Tariffed Services"), or on a non- Tariffed basis ("Non-Tariffed Services"). Tariffs are available online at www.tpx.com/tariffs. All services provided under the Agreement are collectively referred to as the "Services" In the event that the rates and terms in the Agreement conflict at any time with those set forth in TPx's federal and/or state Tariffs applicable to the Services, the rates and terms of the Tariffs will control. The rates and terms of Tariffed Services may change, subject to the approval of the applicable regulatory agency. If the Tariffs for any Services are cancelled as a result of regulatory action during the term of this Agreement, TPx will publish a revised price list and related terms and conditions for such Services on its website (wAm .tpx.com/rates) which will become part of the Agreement. In the event that any agreement between the parties is terminated and Tariffed Services are still provided by TPx, applicable Tariff rates and terms will apply to the Tariffed Services provided to Customer. (c) Pass Through of Price Increases. TPx may increase the rates for non-Tariffed Services to pass through any price increases imposed on it or its Affiliate by the providers of the underlying facilities used to provide the Services or, in the case of long distance services, by wholesale providers of such services. "Affiliate" means any entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or under common control with a party, and where the term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise. (d) Revisions. TPx may change the rates and terms applicable to Non-Tariffed Services ("Revisions") by giving Customer at least thirty (30) days prior written notice. Customer will receive notice of the Revisions at least thirty (30) days prior to the effective date of any change. Such notice will generally be provided in Customer's monthly invoice. (i) With regard to any such Revisions that are changes to the terms and conditions, Customer will then have thirty (30) days from the date of the invoice to provide TPx with written notice that the Revisions to the changed terms or conditions will have a material adverse effect on Customer's use of the Service(s). If TPx is able to verify such adverse effect and eliminate the adverse effect, TPx will provide Customer with a written addendum to the Agreement to confirm Customer's assent to the elimination of the adverse effect on the Services(s). However, if TPx is unable, after making a commercially reasonable effort, to eliminate the Revision's impact on such Service(s), TPx will notify Customer and Customer may terminate the impacted Service(s) without further obligation to TPx beyond the termination date, including termination charges, if any. If Customer does not notify TPx in writing of Customer's election to terminate the affected Service(s) for changed terms or conditions within five (5) business days after receipt of written notice of TPx's inability to eliminate the Revision's impact, Customer will be deemed to have consented to the Revisions and to a continuation of the Service(s), subject to the Revisions. (ii) With regard to any such Revisions that materially increase the rates applicable to any of the Non-tariffed Services, except for pass -through rate increases, Customer may terminate the affected Service(s) 000120 9V91971328-9742-EAEE-4663-DBAC