INTERSTATE AND INTERNATIONAL LONG DISTANCE SERVICE AGREEMENT

This INTERSTATE AND INTERNATIONAL LONG DISTANCE SERVICE AGREEMENT ("AGREEMENT") contains the general rates, terms and conditions for provision by Hayneville Fiber Transport, Inc., doing business as Camellia Long Distance, (the "Company") of your Interstate and International long distance services between points within the United States (the "Service"). Throughout this AGREEMENT, our use of the term "you" or "your" refers to the individual or entity using or paying for the Service. UNDERSTAND THAT THIS AGREEMENT INCORPORATES BY REFERENCE THE SPECIFIC RATES, CHARGES, AND OTHER TERMS AND CONDITIONS SET OUT IN THE COMPANY'S SERVICE DESCRIPTIONS AND RATES DOCUMENT. The Company Service Description and Rates Document (the "SDR Document"), as well as a copy of this AGREEMENT, may be accessed by visiting the Company's website or the Company's office at 201 Greenville Bypass, Suite 3, Greenville, Alabama 36037.

YOU ARE NOT REQUIRED TO TAKE ANY ACTION. UNDERSTAND THAT YOUR CONTINUED USE OF THE COMPANY'S SERVICE CONSTITUTES YOUR ACCEPTANCE OF THE AGREEMENT (INCORPORATING BY REFERENCE THE SDR DOCUMENT).

  1. AVAILABILITY OF SERVICE. Subject to the availability of facilities and subject to transmission and like conditions, Service is available for your use twenty-four (24) hours a day, seven (7) days a week. The specific rates, charges and other terms and conditions of your Service not set forth herein are found in the Company's SDR Document.
  2. USE OF SERVICE. You may use the Service for any lawful purpose. Any unlawful use of the Service is strictly prohibited and may be grounds for immediate termination of Service by the Company.
  3. RATES AND CHANGES IN RATES, TERMS AND CONDITIONS. Current rates, charges and other Service terms and conditions not set forth herein are found in the Company's SDR Document. The Company reserves the right to make price changes for Service in the SDR Document or changes in the terms and conditions in this Agreement or the SDR Document upon providing seven (7) days' advance notice. The Company may elect to provide such notice by any reasonable commercial method including, but not limited to, a bill insert or a bill message. YOU AGREE THAT YOU WILL BE BOUND BY ANY CHANGE IN THE RATES, TERMS AND CONDITIONS OF YOUR SERVICE UNLESS YOU CANCEL YOUR SERVICE AS PROVIDED FOR IN PARAGRAPH 13 BELOW PRIOR TO THE EFFECTIVE DATE OF THE CHANGE. Again, the Company maintains this AGREEMENT and the SDR Document, as updated from time to time, in its office located at 201 Greenville Bypass, Suite 3, Greenville, Alabama 36037 and on its website.
  4. LIABILITY OF THE COMPANY. Subject to Section 12 below, the liability of the Company, if any, for interruption, delays, or failures in transmissions ("Service Problems"), whether caused by the negligence of the Company or otherwise, is expressly limited to a credit for the charges billed by the Company to you for such Service during the period during which the Service Problem occurred. The Company will issue a credit for such charges only when the Service Problem has a continuous duration of more than two hours. You are obligated to notify the Company immediately of any interruption in Service for which a credit allowance is desired. Before giving such notice, you shall ascertain that the trouble is not being caused by any action or omission of yours within your control, or is not in wiring or equipment, if any, furnished by you and connected to the Company's facilities.

    In no event is the Company liable to any person for any cost, damage or harm whatsoever arising from: (a) your negligence or willful act; (b) the attachment or use of any facilities or equipment by you which you use in conjunction with the Service; (c) the use of any facilities of other carriers by the Company in rendering the Service to you; (d) errors or omissions associated with your telephone number or listing information provided via directory assistance; or (e) any acts beyond the control of the Company including, but not limited to: (1) acts of God, war, civil disturbance, fire, explosion, vandalism, cable cut, storm or other similar catastrophe; or (2), any law, regulation, direction, order or request of any a federal or state governmental authority or agency having jurisdiction over the Company. Without limiting the forgoing, under no circumstances shall the Company be liable for any incidental, indirect, special, punitive, exemplary, or consequential damages (including lost revenue or profits) of any kind whatsoever regardless of the cause or foreseeability.
  5. INDEMNITY. You agree to indemnify and hold harmless the Company for any liability with respect to any and all claims and damages, of every kind (including the costs of reasonable attorneys' fees), arising from your use of the Service. Your indemnity of the Company also extends to: (a) any claims or damages arising out of or attributed, directly or indirectly, to Service Problems; (b) any claims or damages of the owner of your premises or equipment; or (c) any other third party claims and damages.
  6. NO WARRANTIES. EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, THE COMPANY MAKES NO WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO THE PROVISION OF ITS SERVICES, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  7. PAYMENT. You will provide the Company with your name, address and telephone number for billing purposes. Business entities will provide the name of a designated officer or agent. All information provided will be accurate and the Company has the right to access and verify credit information.

    Once Service is activated, you are responsible for paying all charges associated with the Service. Monthly Service charges are billed in advanced and any usage charges are billed in arrears. Your payment for Service will be due as specified on your bill. The Company reserves the right to assess an administrative charge not to exceed one and one half percent (1.5%) per month on any balance that remains unpaid for one calendar month following the invoice date. Subject to Section 15 of this Agreement, you are responsible to pay all the Company's cost of collection, including bank charges and reasonable attorneys' fees.

    If you pay for Service by a check, draft or similar instrument (collectively "check") that is not accepted for payment by the bank or other financial institution upon which it is written, the Company reserves the right to assess a returned check charge of $20.00. In addition, you will be required to replace the returned check with a payment in cash or equivalent to cash, such as a cashier's check, certified check or money order. Such charge will be applicable on each occasion when a check is returned or not processed. Notwithstanding the returned check charge provision as set forth in this Section 7, the Company may disconnect your Service in the event of a returned payment, as set forth in Section 14 of this Agreement.

    REFER TO THE SDR DOCUMENT FOR ANY ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO PAYMENT.
  8. CALCULATION OF USAGE. Long distance usage charges are based on the duration of calls. Chargeable time begins when your called party answers the call (i.e., when two way communications are established). Chargeable time ends you or your called party disconnects from the call. Minimum call duration periods, or increments, vary by Service offering and are as specified in the SDR Document (which is incorporated by reference). All calls will be rounded up to the next highest increment.

    REFER TO THE SDR DOCUMENT FOR ANY SERVICE PLAN SPECIFIC USAGE CHARGES, OPTIONS AND TERMS AND CONDITIONS.
  9. TAXES, FEES AND SURCHARGES. In addition to the charges for the Service, you will be billed for and are also responsible for paying all applicable federal, state and local use, excise, sales or privilege taxes, and all fees chargeable to or against the Company as a result of its provision of Service to you.
  10. BILLING ENTITY CONDITIONS. When billing for the Company's Services is performed by local exchange telephone companies, credit card companies or others, the payment conditions and regulations of such companies apply, including any applicable interest and/or administrative charges, including, but not limited to interest, charges or fees imposed due to your failure to pay your bills timely.
  11. DEPOSITS. In order to safeguard its interests, the Company may also require you to make a deposit to guarantee payment for Service before activating or reactivating Service and may apply such deposit against past due charges. Such deposit shall not exceed two times your estimated monthly charges. Interest will by paid by the Company upon your deposit at a rate of seven percent (7%) annually. The collection of a deposit in no way relieves you from your obligation of making payments when due.

    The Company will return your deposit as follows: (a) when an application for Service has been cancelled prior to the time that your Service is activated, your deposit will be applied to any existing charges, and any excess portion of the deposit, if any, will be returned by the Company within fifteen (15) days following settlement of your account; (b) upon the discontinuance of Service, the Company will refund your deposit with accrued interest to the extent that it exceeds any unpaid charges for Service provided to you; (c) if your account is in good standing for twelve (12) months after the date the initial deposit was made, the unused portion of your deposit will be refunded to you, with accrued interest by crediting your next month's billing that follows said twelve (12) month period; or, (d) upon your application to and approval by the Company. The refunding or crediting of your deposit and accrued interest in no way relieves you of your obligation to comply with all of the terms and conditions of this AGREEMENT (incorporating by reference the SDR Document) or from making payments when due.
  12. TESTING AND INSPECTIONS. The Company may, upon reasonable notice, make such tests and inspections as may be necessary to determine that the requirements of this AGREEMENT (which incorporates by reference the SDR Document) are being complied with in the installation, operation or maintenance of your or the Company's Service, facilities or equipment. The Company may interrupt Service at any time, without penalty or liability to the Company, should you violate any of these requirements. Upon reasonable notice, the facilities provided by you shall be made available to the Company for such tests and adjustments as may be necessary for their maintenance in a condition satisfactory to the Company. In the event of a Service interruption during such tests and inspections, you will cooperate in good faith to the extent necessary to reinstate the Service. No interruption of Service allowance will be granted for the time during which such tests and adjustments are made.
  13. TERMINATION OF SERVICE OR CHANGES IN SERVICE BY YOU. Upon providing the Company adequate information as to your identity, you may terminate Service by providing written notice to Hayneville Fiber Transport, Inc., d/b/a Camellia Long Distance, Attention: Customer Service Department, P.O. Box 129, Greenville, AL 36037 or by telephone to the Company's Customer Service Department. You shall be responsible for all amounts due and payable upon termination, including, without limitation, all outstanding charges incurred before termination and any amount due as a result of such termination of Service as set forth in the SDR Document.

    You may also make changes or alterations in your Service by written or telephonic notice as set forth above.
  14. TERMINATION OF SERVICE BY THE COMPANY. The Company may discontinue or terminate your Service as set forth below: (a) for nonpayment: The Company, by five (5) days written notice to you, may discontinue Service or cancel an application for Service without incurring any liability when there is an unpaid balance for Service that is more than thirty (30) days overdue; (b) for returned checks: If your check for Service is returned unpaid for any reason, after one attempt at collection, the Company may discontinue Service in the same manner as provided for nonpayment of overdue charges; (c) for any violation of law or of any of the provisions governing the furnishing of Service under this AGREEMENT (incorporating by reference the SDR Document): You shall be subject to discontinuance of Service, without notice, for any violation of any law, rule, regulation or policy of any governmental authority having jurisdiction over Service, or by reason of any order or decision of a court or other government authority having jurisdiction which prohibits the Company from furnishing such Service; or, (d) for the Company to comply with any order or request of any governmental authority having jurisdiction: You shall be subject to discontinuance of Service, without notice, for the Company to comply with any order or request of any governmental authority having jurisdiction.

    If the Company terminates Service as set forth above, you shall pay to Company all amounts due and payable upon termination, including, without limitation all outstanding charges incurred before termination and any amount due as a result of such termination of Service, the same as if you had terminated Service as set forth in Section 13 above.

    If Service has been discontinued for nonpayment or as otherwise provided herein and you wish it continued, Service shall, at the Company's discretion, be restored when all past due amounts are paid or the event giving rise to the discontinuance (if other than nonpayment) is corrected.
  15. BINDING ARBITRATION. TO THE EXTENT THAT ANY DISPUTE IS NOT GOVERNED BY THE JURISDICTION OF THE ALABAMA PUBLIC SERVICE COMMISSION OR THE FCC, UNDERSTAND THAT PURSUANT TO THIS PROVISION YOU AND THE COMPANY AGREE TO USE BINDING ARBITRATION, INSTEAD OF THE COURTS, TO DECIDE ANY DISPUTE THAT MAY ARISE AS A RESULT OF THIS AGREEMENT (INCORPORATING BY REFERENCE THE SDR DOCUMENT), ANY BREACH THEREOF OR YOUR SERVICE AS PROVIDED HEREUNDER.

    Any controversy or claim arising out of or relating to this AGREEMENT (incorporating by reference the SDR Document), the breach thereof or your Service as provided hereunder, and not otherwise subject to the jurisdiction of the Alabama Public Service Commission or the FCC, shall be settled by arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules, except to the extent those rules are inconsistent with this Section 15, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Provided however that should your claim or controversy be under $10,000, the claim or controversy shall be settled by arbitration by the AAA in accordance with its Rules for the Resolution of Consumer-Related Disputes ("CRD Rules"), except to the extent that those rules are inconsistent with this Section 15. You and the Company agree that should any claim or controversy qualify for settlement by arbitration by the AAA in accordance with its CRD Rules, you and the Company are prohibited from seeking relief in an Alabama small claims court, even if the claim or controversy is within its jurisdiction.

    In the event of any dispute, claim, question or disagreement arising from or relating to this AGREEMENT (incorporating by reference the SDR Document), the breach thereof or your Service as provided hereunder, you and the Company agree to first use your collective best efforts to settle the dispute, claim, question, or disagreement. To this effect, you and the Company shall consult and negotiate with each other in good faith and, recognizing mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. In the event that the dispute concerns your bill, you must bring your billing inquiry or dispute to the Company's attention, either in writing to Hayneville Fiber Transport, Inc., d/b/a Camellia Long Distance, Attention: Customer Service Department, P.O. Box 129, Greenville, AL 36037 or verbally by calling the Company. If you and the Company do not reach such solution within a period of sixty (60) days, then, upon notice by either party to the other, all disputes, claims, questions or differences shall be finally settled by arbitration administered by the AAA in accordance with the provisions of its Commercial Arbitration Rules or, as applicable its CRD Rules, except to the extent those rules are inconsistent with this Section 15.

    You and the Company both agree that in the event that arbitration is necessary, a single arbitrator, mutually selected by the parties, shall conduct the arbitration. If the parties cannot agree on the appointment of such arbitrator within ten (10) days following the date notice of the dispute is provided by you or the Company to the adverse party, the arbitrator will be selected according to the applicable AAA Rules. The place of any in-person arbitration shall be Montgomery, Alabama. As far as is practical, the parties agree that such arbitration shall be conducted as informally and expeditiously as the arbitrator may allow.

    YOU AND THE COMPANY BOTH AGREE THAT AN AWARD OF DAMAGES, IF ANY, BY THE ARBITRATOR WILL BE SUBJECT TO ANY AND ALL STATUTORY MAXIMUMS IMPOSED BY ALABAMA LAW.

    The arbitrator shall award reasonable attorneys' fees and other reasonable costs, including, but not limited to, the costs of the arbitrator, to the party prevailing in such arbitration whether or not the controversy is reduced to judgment or award. The prevailing party will be that party who is determined by the arbitrator to have prevailed on the major disputed claims.

    Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties.
  16. MISCELLANEOUS
    1. Entire Agreement. This AGREEMENT (which incorporates by reference the SDR Document) contains the entire agreement between you and the Company and supersedes all prior oral or written agreements, understandings and representations to the extent that they relate in any way to the subject matter hereof. This AGREEMENT can be amended only as provided in Section 3 above.
    2. Governing Law. This AGREEMENT (which incorporates by reference the SDR Document) and the rights of the parties under it shall be governed by and construed in all respects in accordance with the laws of the State of Alabama without giving effect to its choice of law rules, except that the arbitration provisions in Section 15 will be governed by the Federal Arbitration Act.
    3. Savings Clause. Any term or provision of this AGREEMENT (which incorporates by reference the SDR Document) that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
    4. No Third-Party Beneficiaries. This AGREEMENT (which incorporates by reference the SDR Document) shall not confer any rights and remedies upon any person other than you and the Company and any permitted assigns.
    5. Assignment by You. You may not assign or transfer, at any time prior to or after the commencement of Service, your Service or any rights or obligations hereunder without the prior written consent of Company, which consent shall not be unreasonably withheld. In the event you are a business entity, an assignment shall be deemed to include any change of voting or management of you. All terms and conditions contained in this AGREEMENT (which incorporates by reference the SDR Document) shall apply to all such assignees or transferees. Any unauthorized assignment by you shall become null and void except as ratified by the Company.
    6. Assignment by the Company. The Company may assign all or part of its rights or duties under this AGREEMENT (which incorporates by reference the SDR Document) without notifying you.
    7. No Waiver. The Company's failure to insist upon strict performance of the terms of this AGREEMENT (which incorporates by reference the SDR Document) or to exercise any rights or remedies set forth in the same shall not waive any of the Company's rights to require strict performance of such terms, to assert any of the same rights, or to rely on any such terms any time thereafter.

      The rates, terms and conditions of your intrastate long distance service are also still governed by tariff on file with the Alabama Public Service Commission, which has also adopted regulations that govern the manner in which the Company bills for all of its services.