Carrier Services Agreement dated May 29, 2001



 Exhibit 10.25 
  
 QWEST COMMUNICATIONS CORPORATION 
 CARRIER SERVICES AGREEMENT 
  
 THIS CARRIER
SERVICES AGREEMENT (the “Agreement”) is entered into by and between Qwest Communications Corporation (“Qwest”), a Delaware corporation, located at 555 17th Street, Denver, Colorado 80202, and CallWave, Inc. (the “Customer”), a California corporation located at 136 West Canon Perdido Street, Santa
Barbara, California 93101, facsimile number (775) 542-1000. Qwest and Customer are sometimes referred to in this Agreement collectively as the Parties and singularly as a “Party.” 
  
 TERMS AND CONDITIONS 
  

	1.	 	Scope of Agreement 

  
 Upon the request of Customer, Qwest agrees to provide to Customer the Qwest services for the prices and subject to the terms and conditions set forth herein described in the exhibits attached hereto (the
“Service(s)”); provided, however, Federal law prohibits Qwest from providing interLATA long distance services in Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah,
Washington, and Wyoming (i.e., voice and data services that originate in such states, private line with one end point in those states, or toll free service that terminates in such states) until Qwest has obtained authorization to provide such
services in those states. The Services shall be provided in accordance with Industry standards for such Services, Customer recognizes that certain of the Services or components of the Services may be provided by Affiliates (as hereinafter defined)
of Qwest. To the extent certain terms are not covered in this Agreement, the Services may be provided pursuant to Qwest Tariff F.C.C. No. 2 and No. 3 and applicable state tariffs (collectively, the “Tariff(s)”), which are on file with the
U.S. Federal Communications Commission (“FCC”) and applicable state regulatory bodies, as modified from time to time by Qwest. As applicable to the furnishing of Services hereunder, the Tariff is hereby incorporated herein, except that the
terms and conditions of this Agreement shall supplement or, to the extent inconsistent, supersede Tariff terms and conditions. 
  

	2.	 	Monthly Minimum Commitment 

  
 (A) Any monthly minimum usage commitments agreed upon by Qwest and Customer shall be set forth in the attached Services Descriptions and rate Exhibits, which such
exhibits are specified in Section 3 of this Agreement (the “Monthly Commitment”). Customer acknowledges and agrees that certain rates and discounts may be being provided to Customer hereunder in consideration of Customer’s agreement
to meet or exceed the Monthly Commitment and that such rates and discounts would not be offered to Customer without Customer’s agreement to make such commitments. 
  
 (B) With respect to Qwest Express switched services (the “Switched Services”), following a one time ramp up period of the first
three billing months after the Effective Date (the “Ramp Up Period”), the minimum monthly usage required per DS-l or equivalent thereof (the “Circuits”) is [*] averaged among all Qwest Circuits used by Customer under this
Agreement (the “Minimum Facility Utilization”). In the event Customer fails to meet or exceed the Minimum Facility Utilization average Qwest shall give Customer five (5) business days notice that the Customer has not met or exceeded such
utilization requirement, Customer agrees, within such five (5) day period, either to (i) bring usage up to such Minimum Facility Utilization average on such Circuits or (ii) release to Qwest those circuits which were under the [*] level for
such month. If Customer does not comply with the above requirement, Customer will be assessed a monthly underutilization fee of [*] the “Underutilization Fee”) for each Circuit that was under the [*] level for such month in
which Customer failed to meet the average Minimum Facility Utilization. 
  


					
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	[*]	 	Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission. 










 QWEST COMMUNICATIONS CORPORATION 
 CARRIER SERVICES AGREEMENT 
  

 (C) Qwest and Customer specifically agree that any underutilization fees, deficiency charges or other relief, if any;
provided for in this Agreement or the Exhibits relating to any of the commitments in this Agreement or the Exhibits represent mutual good faith estimates of, and bear reasonable relationships to, the actual damages to Qwest in the event of
Customer’s failure to meet such commitments or Customer’s underutilization of such circuits; and they do not represent a penalty of any kind. The Parties further agree that such fees, charges and relief are obligations of Customer, subject
to specific performance. 
  

	3.	 	Service Rates and Terms 

  

	(A)	 	Qwest Service descriptions and rates are shown and described in the following Exhibits: 

  

			
		
	Exhibit B1	  	 Qwest Express (Blended) and Terminating Services Description

		
	Exhibit B2	  	 Qwest Express (Blended) and Terminating Services Rate Schedule

		
	Exhibit C1	  	 Qwest Express _XX Originating and RESP ORG Services Description

		
	Exhibit C2	  	 Qwest Express _XX Originating and RESP ORG Services Rate Schedule


  
 Qwest reserves the right to eliminate
any Service offerings and/or modify any charges for Service offerings upon written notice to Customer as follows: 
  
 (1) Rate decreases and additional services offered, If any, in Qwest’s sole discretion, shall be effective immediately upon written notification to
the Customer or upon an effective date set forth by Qwest in such notification: 
  
 (2) All rates, Services and agreements specified in Exhibits and attachments are subject to change immediately, with no prior notice to Customer, in the event there are mandated surcharges imposed by a federal, state
or governmental agency. Further, notwithstanding any statements to the contrary contained in the Tariff, in the event that any regulatory agency, legislative body or court of competent jurisdiction promulgates regulations or modifies existing ones
including, without limitation, regulations regarding payphone compensation, access charges and/or universal service (the “Regulatory Activity”), Qwest reserves the right, at any time upon written notice, to: (i) pass through to Customer
all, or a portion of, any charges or surcharges directly or indirectly related to such Regulatory Activity; or (ii) modify the rates, including any rate guarantees, and/or other terms and conditions contained in this Agreement and/or the Tariff to
reflect the Impact of such Regulatory Activity; 
  
 (3)
International rates, Services and agreements specified in Exhibits and attachments, including Canadian and Mexican services, are subject to change upon five (5) calendar days written notice to Customer. All other rates, Services and agreements
specified in Exhibits and attachments, excluding international, Canadian, and Mexican services, are subject to change upon thirty (30) calendar days written notice to Customer. 
  

	4.	 	System Maintenance 

  
 Subject to Sections 7 and 12 hereof, Qwest expects, but does not guarantee, that system maintenance normally will not result in service interruptions. If system maintenance should result in the interruption of
Service, to the extent possible it shall be accomplished only after prior notification to Customer and will be completed within a reasonable time. Qwest shall use reasonable efforts to give Customer such prior notice. 
  


					
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	5.	 	Customer Service 

  
 Customer acknowledges and agrees that it shall provide all billing, inquiry, an customer service to Customer’s end-users or customers (the “End-Users”). 
  

	6.	 	Representation 

  
 Each Party shall not use any trademark, service mark, brand name or any other Intellectual property of the other Party or its respective affiliate without such Party’s prior express written consent.
Notwithstanding the foregoing, Customer may disclose, during pre-sale activities, that Qwest is the underlying carrier of its service. In no event shall Customer represent or state to End Users or prospective End Users that it has any relationship
with Qwest other than an agreement to purchase Qwest’s services. The Parties agree to promptly and fully cooperate with the other Party to address and resolve all issues, problems, administrative procedures, End User complaints, regulatory
investigations or inquiries or any other circumstances arising from Customer’s use of Qwest Services. 
  

	7.	 	Financial Responsibility, Payment and Security 

  
 (A) Except as (i) otherwise provided in this Agreement or an Exhibit or as (ii) Customer has been otherwise notified by Qwest, all Qwest invoices (the
“Invoices”) are due upon receipt. Any invoice which is not paid in full by Customer within thirty (30) calendar days from Invoice date via check or wire transfer, or in another manner explicitly agreed to by Qwest for Customer, shall be
considered past due (the 31st day being the “Past Due Date”). All discounts and promotions, if any, and taxes, will be included in the monthly Invoice. Any payment received by Qwest on or after the Past Due Date shall be subject to an
interest charge on delinquent amounts at the rate of 1.00% of the late payment per month or the maximum lawful rate allowable under applicable state law, whichever is lower. Such interest charge shall be applied on any late payments, commencing upon
the Past Due Date through the actual date of receipt of payment. Any and all applicable national, federal, state and local taxes, including without limitation, all use, sales, value-added, surcharges, excise, franchise, property, commercial, gross
receipts, license, privilege or other similar taxes, levies, surcharges, duties fees, or other tax-related surcharges whether charged to or against Qwest or Customer, with respect to the Services or underlying facilities provided by Qwest, as well
as any other imposition by any governmental authority which has the effect of increasing Qwest’s cost of providing the Services or the underlying facilities, shall be payable by Customer in addition to the other charges set forth in this
Agreement. If full payment is not made when due, Qwest in its sole discretion, shall have the right, after Qwest has given written notice to Customer, to suspend all or any part of the Services until such time as Customer has paid all unpaid
balances (including interest), or to terminate all or any part of the Service, except where such non-payment which gives rise to the termination is based upon applicable and valid tax exempt certificates already given to Qwest. During any such
suspension, and upon any such termination, no service interruption shall be deemed to occur. 
  
 (B) Customer acknowledges that it may not withhold any sums invoiced by Qwest for acrual calls made by Customer including, without limitation, calls made by Customer’s End Users and/or unauthorized third Parties
(e.g., fraudulent calls) and charges to Customer’s Qwest account(s), Customer will be responsible for full payment of all charges as reflected on any Qwest billing statement, Independent of Customer’s payment obligations set forth in this
section, Customer must notify Qwest within sixty (60) calendar days of receipt of any contested or disputed amount concerning charges as they appear on the Qwest billing statement. Customer’s notification of any contested or disputed amount
must be in writing and sent to: Credit & Collections Department, Qwest Communications Corporation, 4650 Lakehurst Court, Dublin, Ohio 43017 or to (614) 798-6460. by facsimile with duplicate notification to follow via regular U.S. Mail or
overnight delivery. Written notification must be accompanied with a detailed written support, for any service interruption credit or other credit to which Customer believes itself entitled, and Qwest and Customer will promptly address and attempt to
resolve the claim. Qwest, in its sole discretion exercised in good faith, may reject such documentation and/or explanation as in adequate. If Qwest to rejects such documentation, Customer shall have an additional ten(10) business days to provide
additional supporting 

  

  

					
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documentation to Qwest. If Qwest rejects such additional documentation, Qwest shall so notify Customer in which case the disputed portion of the bill shall
be paid by Customer within ten (10) business days of Customer’s receipt of Qwest’s final notice of inadequacy. All Credits or adjustments for service outages will be made pursuant to applicable provisions of the Tariffs. In
consideration of the discounts offered by Qwest pursuant to this Agreement, with respect to any unpaid balance(s) owed by Customer to Qwest, Qwest shall have the right to offset such unpaid balance(s) from any amounts that Qwest owes to Customer and
any of its Affiliates (as hereinafter defined) under any other agreements between the Parties and their respective Affiliates. 
  
 (C) Customer acknowledges and agrees that Qwest may reasonably require additional security and/or payment terms under this Agreement prior to the commencement of Services
hereunder or during the Term hereunder, and Customer agrees to comply with such request, Customer agrees to provide and/or execute any additional collateral security documents as may be reasonably required by Qwest, if there is a material change in
circumstances of Customer’s actual or anticipated usage hereunder or Customer’s financial condition during any time that Customer uses the Service. Qwest shall establish a credit limit for the procurement of the Services by Customer and
such credit limit may change from time to time. Qwest will not automatically notify Customer of any such change but will supply such information to Customer upon Customer’s request. 
  

	8.	 	Term 

  
 The Initial term of this Agreement (the “Initial Term”) will begin on the first day of the first billing cycle following the Effective Date (as hereinafter defined) of this Agreement (the “Initial
Service Date”) and will continue for the period of the longer of (i) twenty-four (24) calendar months from the Initial Service Date, or (ii) as long as a term for a Service attached to this Agreement (the “Service Term”) is in effect.
The “Effective Date” is defined as the date this Agreement is signed by an authorized officer of Qwest after having been signed by Customer. Applicable Service rates and discounts, if any, shall be effective as of their respective
effective date in the applicable Service rate or discount schedule. Following the Initial Term, the Agreement shall continue on a monthly basis (each a “Renewal Term”) until either Party provides the other Party with at least thirty
(30) calendar days prior written notice of its intent to terminate this Agreement and the intended date of such termination. This Initial Term and Renewal Terms are sometimes collectively referred to herein as the “Term”. 
  

	9.	 	Obligations Upon Expiration or Termination of Term 

  
 Upon expiration or termination of this Agreement, Customer shall pay all outstanding balances hereunder in accordance with Section 7. Upon expiration or termination of
this Agreement, Customer shall be fully subject to all terms and conditions set forth in the Qwest Tariff for Qwest services by Customer, if any, after such date, and shall receive standard Service rates as provided in any Exhibit(s). 
  

	10.	 	Early Termination 

  
 (A) Termination by Qwest. In addition to any either rights hereunder, Qwest may terminate Agreement and /or the Service without waiving any rights set forth in this Agreement or the Tariff, if
applicable, as follows: 
  
 (1) Qwest may terminate this
Agreement or this Services immediately without notice if: (1) Qwest is prohibited from furnishing such Services, or (2) If any material Rate, Charge or term of such services is substantially changed by order of the highest court of competent
jurisdiction to which the matter is appealed, a legitimate regulatory body, or any other foreign, federal, state or local government authority. 
  


					
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 (2) Qwest may terminate this Agreement or the Services in accordance with the terms of Qwest’s
Tariff, if applicable, and only with respect to the Services affected by such Tariff. Customer acknowledges that such discontinuance may result in termination of its own services to its own End Users. 
  
 (3) Qwest may terminate this Agreement or the Services immediately, without
providing Customer with prior notice or an opportunity to cure, under any of the following circumstances: 
  
 (i) Customer fails to pay any Invoice (as hereinafter defined) or any portion thereof any Charges to Qwest when due under and in accordance with this
Agreement and the relevant Service terms and conditions, other than that otherwise specified within the relevant sections relating to such payments. 
  
 (ii) Customer becomes or is declared insolvent or bankrupt, is the subject of any proceedings related to its liquidation, insolvency or for the
appointment of a receiver or similar officer for it, make an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension, or readjustment of all or substantially all of its
obligations. 
  
 (iii) In the event of a Change of Control of
Customer, unless such change is otherwise permitted under the “Assignment” Section under this Agreement. For the purpose of this Agreement, “Change of Control” shall be deemed to have occurred with respect to Customer If: (X) any
entity having previously Controlled (as hereinafter defined) by Customer, ceases to do so; (Y) any entity acquires Control of Customer (whether by reason of acquisition, merger, reorganization, operation of law or otherwise); or (Z) all, or
substantially all, of the assets of Customer or an entity that Controls Customer are acquired (whether by reason of acquisition, merger, reorganization, operation of law or otherwise) by, or combined by merger with, any other entity. For purposes of
this Agreement, “Control” (and “Controls,” “Controlling,” “Controlled by” and “under common Control with” shall be construed accordingly) as applied to any party means the possession directly or
indirectly of the power to direct or cause the direction of the management and policies of that party, whether through the ownership of voting securities or by contract or otherwise. Where any two parties together satisfy any of this
definition, they shall be deemed to have Control. For purposes of this definition, there shall be attributed to any Party rights and powers of a nominee for it (that is to say, any rights or powers that another Party possesses on its behalf or may
be required to exercise on its direction or behalf). 
  
 (iv) If
Customer fails to abide by any special payment and security terms reasonably required by Qwest in accordance with the Agreement, including, without limitation, Customer’s failure or refusal to provide additional security upon Qwest’s
request as permitted under this Agreement. 
  
 (v) Upon the
commission of any illegal acts on the part of Customer, its officers, directors, employees, contractors, agents, or servants, relating to the subject matter of this Agreement. 
  
 (4) Qwest may terminate this Agreement or Services if Customer breaches any other material term of this Agreement, by
providing Customer with thirty (30) calendar days’ notice if Customer does not cure such breach, if curable, within such thirty (30) calendar day period. 
  

  

					
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 (B) Termination by Customer. In addition to any other rights hereunder, Customer may terminate this Agreement
and/or the affected Service without early termination fee or penalty, except for unpaid charges as of the effective date of termination, as follows: 
  
 (1) As long as Customer has satisfied in full any minimum Revenue Commitment as set forth and described in the applicable Exhibit(s), Customer shall have
the right to terminate this Agreement for convenience during the Initial Term without early termination fee or penalty, except for Customer’s payment of unpaid Services usage charges accrued prior to the date of termination, by providing
written notice of such intent to terminate and the intended date of termination given to Qwest not less than thirty (30) calendar days prior to the date of termination set forth in such notification. 
  
 (2) In the event of any material adverse: (i) increase in rates for Services
utilized by Customer, (ii) change in the Tariff, or (iii) change in the Services, Customer may terminate this Agreement or the affected Services without early termination fee or penalty, if such written notice of termination is delivered to Qwest
within thirty (30) calendar days of the effective date of such material increase or change. If Customer does not deliver such notice to Qwest within such thirty (30) calendar day period, Customer will be deemed to have waived its right to terminate
this Agreement based upon such material increase or change. 
  
 (3) With respect to the Switched Services, Customer may terminate this Agreement or the Switched Services by giving Qwest thirty (30) calendar days written notice prior to the date of such cancellation. If the Switched Service provided
under this Agreement is the subject of service outages or interruptions accumulating one hundred twenty (60) hours or more over any period of one hundred eighty (180) consecutive calendar days. 
  
 (4) Customer may terminate this Agreement or Services if Qwest breaches any
other material term of this Agreement, by providing Qwest with thirty (30) calendar days’ notice if Qwest does not cure such breach, if curable, within such thirty (30) calendar day period. 
  
 (C) Effect of Termination. Upon expiration or earlier termination of this Agreement,
Customer agrees to pay all unpaid balances due under and in accordance with this Agreement to Qwest, Customer agrees that it shall be fully subject to all standard or Tariff terms and conditions then in effect for Services received by it after such
date of expiration or termination. Upon the expiration or termination of this Agreement for any reason, except as otherwise provided in this Agreement and to any rights and/or obligations that have accrued prior to termination, neither Party shall
have any further obligations of a continuing nature. 
  

	11.	 	Default 

  
 Without regard to any other provisions of this Agreement or rights hereunder, the Parties agree that it shall be a material default under this Agreement if Customer fails to pay Qwest in accordance with Section 7 of
this Agreement. Upon default under this Section 11, Qwest shall be entitled to all rights and remedies under the Qwest Tariff and other applicable law. 
  

	12.	 	Liability 

  
 EXCEPT AS PROVIDED OTHERWISE IN A SERVICE EXHIBIT, QWEST’S LIABILITY ARISING OUT OF MISTAKES, ACCIDENTS, OMISSIONS, INTERRUPTIONS, ERRORS, DELAYS, OR DEFECTS IN THE ORDERING, PROCESSING, PROVISIONING,
INSTALLATION OR TRANSMISSION OF ANY SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT OF THE APPLICABLE CREDITS IN ACCORDANCE WITH ITS CREDIT 

  


					
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POLICIES THEN IN EFFECT. WITHOUT LIMITING THE FOREGOING, QWEST SHALL HAVE NO OBLIGATION TO PROVIDE ALTERNATIVE ROUTING WITH RESPECT TO ANY SERVICE OR
TRANSMISSION CAPACITY PROVIDED PURSUANT TO THIS AGREEMENT. IN NO EVENT SHALL QWEST BE LIABLE TO CUSTOMER OR ANY OTHER PERSON, FIRM OR ENTITY IN ANY OTHER RESPECT, FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, ACTUAL, OR PUNITIVE
DAMAGES, OR FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, EVEN IF FORESEEABLE, ARISING OUT OF ANY MISTAKE, ACCIDENT, ERROR, OMISSION, INTERRUPTION, DELAY OR DEFECT IN THE ORDERING, PROCESSING, PROVISIONING, INSTALLATION OR TRANSMISSION OF
ANY SERVICES OR THE OBLIGATIONS OF QWEST PURSUANT TO THIS AGREEMENT AND ANY EXHIBITS HERETO. QWEST MAKES NO WARRANTY WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR ANY PURPOSE OF
THE SERVICE OR LOCAL ACCESS OR AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES BY QWEST ARE HEREBY EXCLUDED AND DISCLAIMED, FOR THE PURPOSE OF THIS SECTION, THE TERM “QWEST” AND “CUSTOMER” SHALL BE DEEMED TO INCLUDE QWEST,
CUSTOMER, AND THEIR RESPECTIVE AFFILIATES, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, AND AFFILIATES. CUSTOMER HAS ACCEPTED THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SET FORTH HEREIN AS PART OF A BARGAIN TO LOWER THE PRICE OF QWEST’S SERVlCES
HEREUNDER AND UNDERSTANDS THAT THE PRICES OF SAID SERVICES WOULD BE HIGHER IF QWEST WERE REQUIRED TO ACCEPT GREATER LIABILITY AND/OR DAMAGE LIABILITY. 
  

	13.	 	Relationship 

  
 Neither Party shall have the authority to bind the other by contract or otherwise make any representations or guarantees on behalf of the other. Both Parties acknowledge and agree that the relationship arising from
this Agreement is one of independent contractor, and does net constitute an agency, joint venture, partnership, employee relationship or franchise. 
  

	14.	 	Assignment or Sale 

  
 This Agreement shall be binding on Customer and its respective Affiliates, successors, and assigns. Customer shall not assign, sell or transfer this Agreement or the right to receive the Services provided hereunder,
whether by operation of law or otherwise, without the prior written consent of Qwest, such consent shall nor be unreasonably withheld by Qwest. Qwest may terminate this Agreement in the event of an actual or purported assignment, sale or transfer of
this Agreement, by Customer without Qwest’s prior written consent. 
  

	15.	 	Reporting Requirements 

  
 Where reporting obligations or requirements are imposed upon Qwest by any third party or regulatory agency, and which such obligations or requirement can only be
satisfied by obtaining information from Customer, Customer agrees to comply with such obligations and requirements, as reasonably required by Qwest, and to hold Qwest harmless for any failure of compliance with any such obligations or requirements.

  

	16.	 	Governing Law, Certifications and Warranties 

  
 (A) Customer understands that Qwest, in conducting its business is the manner set forth herein, is subject to the Communications Act of 1934, as amended, and as
interpreted and applied by the Federal 

  

  

					
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Communications Commission. All terms of this Agreement not subject to the Communications act of 1934 as amended and as interpreted and applied by the F.C.C.
will be interpreted according to New York state law, without regard to the choice of law provisions of such State. 
  
 (B) If service is provided solely within a single state in a manner which subjects the Service to regulation by such state, then the terms and conditions of such Service
of this Agreement shall be subject to such regulations and to any addendum to this Agreement relating thereto which is delivered by Qwest to Customer. Customer shall have the right to terminate this Agreement within ten (10) business days of receipt
of such addendum without further liability hereunder. 
  
 (C) Customer certifies
and warrants that it, and its business of resale of the Services, is in compliance with and will continue to be in compliance, in all material respects, with all international, federal, state and local laws and regulations relating to its
performance under this Agreement. Customer certifies further that it is in good standing under the laws of the States in which it was organized, is existing or is doing business. Customer is solely responsible for obtaining all licenses, approvals
and regulatory authority for its operation and the provision of services to its End Users. Any breach of the obligations of a Party under this Section shall be a material breach of this Agreement. If Customer does not comply with this Section, in
addition to any remedies available to it at law or in equity, Qwest, in its sole discretion, may elect to decline to accept additional orders under this Agreement or it may immediately terminate this Agreement without further liability or obligation
to Customer. 
  

	17.	 	Survival 

  
 All warranties, representations, indemnities, covenants and other agreements of the Parties hereto shall survive the execution, delivery and termination of this Agreement and shall, notwithstanding the execution,
delivery and termination of this Agreement continue in full force and effect. The terms and conditions of the Qwest Tariff along with Section 6, 7, 9, 11, 12, 13, 15, 18, 19, 24 and any provision hereof, which, by its context is intended to survive
the termination or expiration hereof, shall also survive. Additionally, any obligation to hold harmless and indemnify a Party hereunder shall survive the termination or expiration of this Agreement. 
  

	18.	 	Indemnification 

  
 Customer shall indemnify, defend and hold harmless Qwest from and against any claims, actions, damages, liabilities, costs, judgments or expenses (including attorney fees and an allocable portion of in-house counsel
fees) arising out of third Party claims resulting from the resale or reselling of the Services, including but not limited to the provision or termination of, or failure to provide, service by Customer to End Users. 
  

	19.	 	Nondisclosure 

  
 Neither Party shall disclose to any third Party during the term of this Agreement and during the one (1) year period immediately following termination of this Agreement, any of the terms and conditions set forth in
this Agreement unless disclosure is required by any state or federal governmental agency, is otherwise required to be disclosed by law, or is necessary in any proceeding establishing rights or obligations under this Agreement. Each Party reserves
the right to terminate this Agreement, upon written notification, upon discovery of any disclosure prohibited hereunder. 
  

	20.	 	Integration and Amendments 

  
 The Agreement together with all Exhibits, represents the entire understanding of the Parties with respect to the subject matter under this Agreement. Any and all prior
offers, contracts, agreements, representations 

  

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and understandings made to or with Customer by Qwest or any Affiliate or any Affiliate or predecessors-in-interest with respect to the subject matter under
this Agreement, whether oral or written, shall be superseded by this Agreement. All amendments to this Agreement shall be in writing and signed by both Parties. 
  


	21.	 	Waiver 

  
 The terms, covenants, representations and warranties of this Agreement may be waived only by a written instrument executed by the Party waiving compliance. The failure of either Party at any time to require
performance of any provision hereof shall, in no manner, affect the right at a later date to enforce the same. No waiver by either Party of any breach of any term, covenant, representation or warranty contained in this Agreement, whether by conduct
or otherwise, in any one or more instances, shall be deemed to be construed as a further or continuing waiver of any such breach or the breach of any other term, covenant, representation or warranty of this Agreement. 
  

	22.	 	Severability 

  
 In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Further, In the event that any provision of this Agreement shall be
held to be invalid, illegal or unenforceable by virtue of its scope or period of time, but may be made enforceable by a limitation thereof, such provision shall be deemed to be amended to the minimum extent necessary to render it valid, legal and
enforceable or in the alternative both Parties shall negotiate in good faith to substitute for such invalid, illegal, or unenforceable provision a mutually acceptable provision that is consistent with the original intent of the Parties. 

 

	23.	 	Notice 

  
 Except when actual receipt is expressly required by the terms hereof, notice is considered given either (i) when delivered by facsimile service to the phone number listed below with duplicate notifications sent via
regular U.S. Mail or overnight delivery or; (ii) when delivered in person to the recipient named below; or (iii) after deposit in the United States mail id & sealed envelope or container, either registered or certified mail, return receipt
requested, postage prepaid, or via overnight courier service, addressed by name and address to the Party or person intended as follows: 
  

			
	 To Customer:
	  	CallWave, Inc.
	 	  	 136 West Canon Perdido Street

	 	  	 Santa Barbara, California 93101

	 	  	Facsimile #: (775) 542-1000
	 	  	Attention: David Trandal, Chief Operating Officer
		
	 To Qwest:
	  	Qwest Communications Corporation
	 	  	____17th Street
	 	  	 Denver, Colorado 80202

	 	  	 Facsimile #: (303) 291-1724

	 	  	 Attention: General Counsel


  
 Any Party may at any time change its
address or facsimile number for notification purposes by giving the other Party prior written notice as provided in this Section by              forth the new address and the date on
which it will become effective. Either Party may require, by prior written notice given at any time or from time to time, subsequent notices to be given to another individual person, whether a Party or an officer or 

  

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 QWEST COMMUNICATIONS CORPORATION 
 CARRIER SERVICES AGREEMENT 
  

 
representative or to a different address or both; provided, however, that a P.O. Box shall not be considered to be an address for purposes of this Agreement.

  

	24.	 	Arbitration Of Disputes 

  
 (A) Any dispute arising out of this Agreement relating to Qwest invoices or balances owed by Customer to Qwest for Services rendered, which cannot be resolved between the
Parties, shall be settled by binding arbitration at the office of the American Arbitration Association (“AAA”) located in Washington, D.C. The arbitration shall be held in accordance with the commercial Arbitration Rules of the American
Arbitration Association (“AAA Rules”), as amended by this Agreement. 
  
 (B) Either Qwest or the Customer may initiate arbitration by providing written demand for arbitration, a copy of this Agreement and the administrative fee required by the AAA Rules to the AAA its Washington, D.C. A copy of the notice shall
also be provided to the other Party. The remaining cost of the arbitration, including the fees and expenses of the arbitrator, shall be shared equally by the Parties unless the arbitration award provides otherwise. Each Party shall bear the
cost of preparing and presenting its case. 
  
 (C) One arbitrator shall be
appointed in accordance with the AAA Rules within sixty (60) days of the submission of the demand for arbitration, unless both Parties otherwise agree in writing. The arbitrator shall designate the time and place in the Washington, D.C. area, as
applicable, for the hearing within thirty (30) days of his or her appointment. Qwest and the Customer agree that the Arbitrator’s authority to grant relief shall be subject to the provisions of this Agreement, the United States Arbitration Act,
(“USAA”), the ABA-AAA Code of Ethics for Arbitrators in Commercial Disputes, Qwest Tariffs, substantive law, and the Communications Act of 1934, as amended. The Arbitrator shall not be able to award, nor shall any Party be entitled to
receive positive, Incidental, consequential, exemplary, reliance or special damages, including damages for lost profits. The Arbitrator’s decision shall follow the plain meaning of the relevant documents, and shall be final, binding, and
enforceable in a court of competent jurisdiction. The decision of the Arbitrator is appealable only for perceived mistakes or misapplication of the law. 
  
 (D) Any dispute not outlined in Section 24 (A) and arising out of or related to this Agreement regardless of the form of action whether in contract, indemnity, warranty,
strict liability, or tort, including negligence of any kind with regard to Qwest Services or other conduct under this Agreement may be subject to arbitration upon the written consent of both Parties. 
  

	25.	 	Force Majeure 

  
 Neither Party shall be liable to the other for any delay or failure in performance of any part of this Agreement to the extent that such delay or failure is caused by a Force Majeure Event. “Force Majeure
Event” means an unforeseeable event (other than a failure to comply with payment obligations) caused by any of the following conditions; act of God; fire; flood; labor strike; sabotage; fiber cut; material shortages or unavailability or other
delay in delivery not resulting from the responsible Party’s failure to timely place orders therefor; lack of or delay in transportation; government codes, ordinances, laws, rules, regulations of restrictions; war or civil disorder; or
any other cause beyond the reasonable control of such Party. The Party claiming relief under this Section shall notify the other in writing of the existence of the Force Majeure Event relied on and shall be excused on a day-by-day basis to the
extent of such prevention, restriction or interference until the cessation or termination of said Force Majeure Event. 
  

 QWEST CONFIDENTIAL AND PROPRIETARY 
 10 
  

					
	 	  	 	  	May 29, 2001
	 	  	 	  	[GRAPHIC]










 QWEST COMMUNICATIONS CORPORATION 
 CARRIER SERVICES AGREEMENT 
  


	26.	 	Attachments and Exhibits 

  
 All Attachments and Exhibits annexed to this Agreement are expressly made a part of this Agreement as fully as though completely set forth in it. All references to this
Agreement shall be deemed to refer to end include this Agreement and all such Attachments and Exhibits. 
  

	27.	 	Headings 

  
 The headings of sections and subsections used in this Agreement are for convenience only and are not part of its operative language. They shall not be used to affect the construction of any provisions hereof.

  

	28.	 	Third-Parties 

  
 The representations, warranties, covenants and agreements of the Parties set forth in this Agreement are not intended for, nor shall they be for the benefit of or enforceable by, any person not a party hereto,
including, without limitation, the End Users and Affiliates. For purposes of this Agreement, “Affiliate” shall mean: (1) any individual, corporation, partnership, limited liability company, limited liability partnership, practice,
association, joint stock company, trust, unincorporated organization or other venture or business vehicle (each an “Entity”) in which a Party owns a twenty percent (20%) or greater equity interest: or (ii) any Entity which, directly or
indirectly, is in control of, is controlled by or is under common control with a Party, as applicable, after applying the attribution rules of Section 318 of the Internal Revenue Code. For the purpose of this definition, control of an Entity shall
include the power, directly or indirectly, whether or not exercised: (i) to vote fifty percent (50%) (or such lesser percentage as is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) or more of the securities or
other interests having ordinary voting power for the election of directors or other managing authority of such Entity; or (ii) to direct or cause the direction of the management or policies of such Entity, whether through ownership of voting
securities, partnership interest or equity, by contract or otherwise. 
  

	29.	 	Authorization 

  
 (A) Customer represents and warrants that the full legal name of the legal entity intended to receive the benefits under this Agreement and intended to use the Services is the name set forth in this Agreement and in
the execution block. Each Party represents to the other Party that the person executing this Agreement on its behalf has been duly authorized by such Party to execute and bind such Party to the terms and conditions contained in this Agreement. Each
Party, with full knowledge of all terms and conditions herein, does hereby warrant and represent that the execution, delivery, and performance of this Agreement are within such Party’s corporate and/or partnership powers, have been duly
authorized, and are not in conflict with Law or the terms of any charter or bylaw or any agreement to which such Party is a party or by which it is bound or affected. 
  
 (B) Qwest may act in reliance upon any instruction, instrument, or signature reasonably believed by Qwest to be genuine. Qwest may assume
that any employee of a party to this Agreement who gives any written notice, request or instruction has the authority to do so. 
  
 *** 
  

 QWEST CONFIDENTIAL AND PROPRIETARY 
 11 
  

					
	 	  	 	  	May 29, 2001
	 	  	 	  	[GRAPHIC]










 QWEST COMMUNICATIONS CORPORATION 
 CARRIER SERVICES AGREEMENT 
  

 IN WITNESS WHEREOF, an authorized representative of each party has executed this Agreement effective as of the date
of execution by Qwest as set forth below. 
  

									
	 QWEST COMMUNICATIONS CORPORATION
	 	 	 	 
					
	 By:
	 	/s/    Illegible        	 	 	 	 Date
	 	6/6/01
	 	 	
	 	 	 	 	 	 
	 Name:
	 	Illegible	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
	 Title:
	 	Illegible	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
					
	 By:
	 	/s/    Illegible        	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
	 	 	Qwest Contracts Administrator	 	 	 	 	 	 

  

									
	 CALLWAVE, INC.
	 	 	 	 
					
	 By:
	 	/s/    DAVID TRINDAL        	 	 	 	 Date
	 	9-29-00
	 	 	
	 	 	 	 	 	 
	 	 	 David Trindal
 Chief Operating Officer
	 	 	 	 	 	 

  
  

 QWEST CONFIDENTIAL AND PROPRIETARY 
 12 
  

					
	 	  	 	  	September 29, 2000
	 	  	 	  	[GRAPHIC]










			
	[GRAPHIC]	  	Carrier International Rates

  

							
	 Country

	  	Country
Code

	  	 City Code(s)

	  	Rate


	 Afghanistan
	  	03	  	N/A	  	[*]
	 _____________
	  	355	  	N/A	  	 
	 Algeria
	  	213	  	N/A	  	 
	 American Samoa
	  	684	  	N/A	  	 
	 Andona
	  	376	  	N/A	  	 
	 Ango__
	  	244	  	N/A	  	 
	 _____________
	  	809/264	  	N/A	  	 
	 Antartica
	  	672	  	N/A	  	 
	 Antig__
	  	NPA ___	  	N/A	  	 
	 Argentina
	  	54	  	___________________	  	 
	 Argentina - Buenos Aries
	  	54	  	10, 11, 12, 13	  	 
	 Argentina - Mobile / Special Services
	  	54	  	____________________	  	 
	 _____________
	  	374	  	N/A	  	 
	 _____________
	  	2_7	  	N/A	  	 
	 _____________
	  	247	  	N/A	  	 
	 Australia
	  	61	  	N/A	  	 
	 Australia - Mobile/Special Services
	  	81	  	14, 15, 16, 17, 18, 19, 4, 500	  	 
	 Austria
	  	43	  	N/A	  	 
	 Austria - Mobile/Special Services
	  	43	  	6	  	 
	 Austria - Vienna
	  	43	  	1	  	 
	 _____________
	  	994	  	N/A	  	 
	 Bahamas
	  	NPA 347	  	N/A	  	 
	 Bahrain
	  	973	  	N/A	  	 
	 Bangladesh
	  	850	  	N/A	  	 
	 Bangladesh Dhaka
	  	850	  	7	  	 
	 Bangladesh - Chittagong
	  	850	  	11	  	 
	 Bangladesh - Mobile / Special Services
	  	850	  	_	  	 
	 Barbados
	  	_46	  	N/A	  	 
	 Belarus
	  	375	  	N/A	  	 
	 Belgium
	  	32	  	N/A	  	 
	 Belgium - Mobile/ Special Services
	  	32	  	16, 17, 18, 45, 47, __ ,7, 88, _0, 9_, 95, 96, 98	  	 
	 ____________
	  	501	  	N/A	  	 
	 Benin
	  	229	  	N/A	  	 
	 Bermuda
	  	809	  	N/A	  	 
	 Bhutan
	  	975	  	N/A	  	 
	 Bolivia
	  	591	  	N/A	  	 
	 ____________
	  	591	  	2	  	 
	 ____________
	  	387	  	N/A	  	 
	 Botswana
	  	267	  	N/A	  	 
	 Brazil
	  	55	  	N/A	  	 
	 Brazil _________
	  	55	  	__	  	 
	 Brazil - Mobile / Special Services
	  	55	  	219, 2__	  	 
	 Brazil _________
	  	55	  	210, 218	  	 
	 Brazil Sao Pa___
	  	55	  	110, 128	  	 
	 British Virgin Islands
	  	809	  	N/A	  	 
	 ___________
	  	673	  	N/A	  	 
	 Bulgaria
	  	359	  	N/A	  	 
	 _____________
	  	226	  	N/A	  	 
	 _____________
	  	257	  	N/A	  	 
	 Cambodia
	  	855	  	2_	  	 
	 Cambodia - Cellular
	  	859	  	______, 16	  	 
	 Cameroon
	  	237	  	N/A	  	 
	 Canada (NPA 204)
	  	1	  	N/A	  	 
	 Canada (NPA 2_0)
	  	1	  	N/A	  	 
	 Canada (NPA 306)
	  	1	  	N/A	  	 
	 Canada (NPA ___)
	  	1	  	N/A	  	 
	 Canada (NPA ___)
	  	1	  	N/A	  	 
	 Canada (NPA ___)
	  	1	  	N/A	  	 
	 Canada (NPA 450)
	  	1	  	N/A	  	 

  
  

 Page 1 
  

	[*]	 	Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission. 










			
	[GRAPHIC]	  	Carrier International Rates

  

							
	 Country

	  	 Country
 Code

	  	City Code(s)

	  	Rate


	 Canada (NPA 506)
	  	1	  	N/A	  	[*]
	 Canada (NPA 514)
	  	1	  	N/A	  	 
	 Canada (NPA 519)
	  	1	  	N/A	  	 
	 Canada (NPA 604)
	  	1	  	N/A	  	 
	 Canada (NPA 615)
	  	1	  	N/A	  	 
	 Canada (NPA 706)
	  	1	  	N/A	  	 
	 Canada (NPA 70_)
	  	1	  	N/A	  	 
	 Canada (NPA 7_0)
	  	1	  	N/A	  	 
	 Canada (NPA 807)
	  	1	  	N/A	  	 
	 Canada (NPA 819)
	  	1	  	N/A	  	 
	 Canada (NPA 857)
	  	1	  	N/A	  	 
	 Canada (NPA 00_)
	  	1	  	N/A	  	 
	 Canada (NPA 005)
	  	1	  	N/A	  	 
	 _____________ Islands
	  	238	  	N/A	  	 
	 Cayman Islands
	  	809/345	  	N/A	  	 
	 __________ African Republic
	  	235	  	N/A	  	 
	 __________
	  	235	  	N/A	  	 
	 Chile
	  	56	  	N/A	  	 
	 Chile - Mobile/Special Services
	  	56	  	9	  	 
	 Chile - ________
	  	56	  	2	  	 
	 China
	  	86	  	N/A	  	 
	 China - Beijing
	  	86	  	10-12, 14-1_	  	 
	 China - Car__on
	  	86	  	20	  	 
	 China - Mobile/Special Services
	  	86	  	13, 8, 9	  	 
	 China - Shanghai
	  	86	  	22	  	 
	 __________
	  	672	  	N/A	  	 
	 Colombia
	  	57	  	N/A	  	 
	 Colombia – Bara_quill__
	  	57	  	58	  	 
	 Colombia - _____________
	  	57	  	_	  	 
	 Colombia - _____________
	  	57	  	2_	  	 
	 Colombia - _____________
	  	57	  	59	  	 
	 Colombia - ____________
	  	57	  	4	  	 
	 Colombia - Mobile/Special Services
	  	57	  	3	  	 
	 __________
	  	265	  	N/A	  	 
	 Congo Republic of
	  	242	  	N/A	  	 
	 __________ Islands
	  	682	  	N/A	  	 
	 Costa Rica
	  	506	  	N/A	  	 
	 Costa Rica - Mobile/Special Services
	  	506	  	183,259,8	  	 
	 __________
	  	385	  	N/A	  	 
	 Cuba
	  	53	  	0, _, 2 _, _, _, 4, 2, 7	  	 
	 Cyprus
	  	357	  	N/A	  	 
	 ______ Republic
	  	420	  	N/A	  	 
	 ______ Republic - Mobile/Special Services
	  	420	  	602, 603, 60_	  	 
	 Denmark
	  	45	  	N/A	  	 
	 Denmark - Mobile/Special Services
	  	45	  	20, 21, 22, 26, 28, 30, 40	  	 
	 _____________
	  	246	  	N/A	  	 
	 _____________
	  	253	  	N/A	  	 
	 Dominic ________
	  	809	  	N/A	  	 
	 Dominican Republic
	  	809	  	N/A	  	 
	 _____________
	  	593	  	N/A	  	 
	 _______ - Mobile/Special Services
	  	593	  	_	  	 
	 _____________
	  	593	  	2	  	 
	 Egypt
	  	20	  	N/A	  	 
	 Egypt - Cairo
	  	20	  	_	  	 
	 Egypt - Mobile/Special Services
	  	20	  	10,12	  	 
	 El Salvadar
	  	503	  	N/A	  	 
	 El Salvadar - Mobile/Special Services
	  	509	  	_	  	 
	 _______________
	  	340	  	N/A	  	 
	 _______________
	  	291	  	N/A	  	 
	 E______
	  	372	  	N/A	  	 
	 Ethiopia
	  	251	  	N/A	  	 
	 ________ Islands
	  	298	  	N/A	  	 
	 ________ Islands
	  	500	  	N/A	  	 
	 F___ Islands
	  	679	  	N/A	  	 
	 Finland
	  	358	  	N/A	  	 

  

 Page 2 
  

	[*]	 	Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission. 










			
	[GRAPHIC]	  	Carrier International Rates

  

							
	 Country

	  	Country
Code

	  	 City Code(s)

	  	Rate


	 ___ Mobile Special/Services
	  	358	  	4, 5, 6, 7, 8	  	[*]
	 France
	  	33	  	N/A	  	 
	 France Mobile/Special Services
	  	33	  	6	  	 
	 ___
	  	33	  	1	  	 
	 French ____
	  	596	  	N/A	  	 
	 French ____
	  	504	  	N/A	  	 
	 French ____
	  	859	  	N/A	  	 
	 ____ Republic
	  	241	  	N/A	  	 
	 ____
	  	220	  	N/A	  	 
	 ____
	  	595	  	N/A	  	 
	 Germany
	  	49	  	N/A	  	 
	 Germany _____
	  	49	  	____	  	 
	 Germany Mobile/Special Services
	  	49	  	15, 17	  	 
	 Ghana
	  	233	  	N/A	  	 
	 Ghana Cellular
	  	233	  	26, 27, 28	  	 
	 Gibraltar
	  	350	  	N/A	  	 
	 Greece
	  	30	  	N/A	  	 
	 Greece-Athens
	  	30	  	1	  	 
	 Greece Mobile Special/Services
	  	30	  	2, 10	  	 
	 Greenland
	  	299	  	N/A	  	 
	 Canada
	  	809	  	N/A	  	 
	 ___
	  	590	  	N/A	  	 
	 Guyana Bay
	  	53	  	9	  	 
	 ___
	  	502	  	N/A	  	 
	 ___ Mobile/Special Services
	  	502	  	20, 22, 220, __, __, 320, 40, 42, 420, 50, 51, 528, 528, 70, __, 728, 83, 828, 90, __, 878	  	 
	 ___
	  	224	  	N/A	  	 
	 ___
	  	345	  	N/A	  	 
	 Guyana
	  	592	  	N/A	  	 
	 ___
	  	509	  	N/A	  	 
	 ___
	  	504	  	N/A	  	 
	 Hong Kong
	  	852	  	N/A	  	 
	 Hong Kong Mobile/Special Services
	  	852	  	1, _12, _, ___, 5	  	 
	 Hungary
	  	36	  	N/A	  	 
	 Hungary
	  	36	  	2	  	 
	 Island
	  	354	  	N/A	  	 
	 India
	  	91	  	N/A	  	 
	 Hungery_Budapest
	  	36	  	3	  	 
	 India-Ahmedabad
	  	91-79	  	79	  	 
	 India - Bangalore
	  	91	  	80	  	 
	 India - Bombay
	  	91	  	22	  	 
	 India - Hyderabad
	  	91	  	___	  	 
	 India - Madras
	  	91	  	44	  	 
	 India Mobile/Special Services
	  	91	  	98	  	 
	 India - New Delhi
	  	91	  	11	  	 
	 Indonesia
	  	62	  	N/A	  	 
	 Indonesia - Jakarta
	  	62	  	21	  	 
	 ___
	  	871	  	N/A	  	 
	 ___
	  	874	  	N/A	  	 
	 ___
	  	873	  	N/A	  	 
	 ___
	  	872	  	N/A	  	 
	 Iran
	  	98	  	N/A	  	 
	 Iraq ___ ___
	  	984	  	N/A	  	 
	 Ireland
	  	353	  	N/A	  	 
	 Ireland___
	  	353	  	1	  	 
	 Ireland Mobile/Special Services
	  	353	  	8	  	 
	 ___
	  	881	  	N/A	  	 
	 Israel
	  	972	  	N/A	  	 
	 Israel ___
	  	972	  	___	  	 
	 Israel Mobile/Special Services
	  	972	  	5	  	 
	 Italy
	  	39	  	N/A	  	 
	 Italy ___
	  	39	  	2	  	 
	 Italy Mobile Special Service.
	  	38	  	330, 335, 336, 337, 338, 347, 348, 349, 360, 368	  	 
	 Italy Rome
	  	38	  	6	  	 
	 Italy - Vatican City
	  	38-66	  	___	  	 
	 Ivory Coast
	  	225	  	N/A	  	 

  

 Page 3 
  

	[*]	 	Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission. 










			
	[GRAPHIC]	  	Carrier International Rates

  

							
	 Country

	  	Country
Code

	  	City Code(s)

	  	Rate


	 Jamaica
	  	____/876	  	N/A	  	[*]
	 Japan
	  	61	  	N/A	  	 
	 Japan Mobile/Special Services
	  	81	  	30, 30, 30, 31, 40, 50, 60, 51, 70, 80, 90	  	 
	 Japan ____
	  	81	  	_____	  	 
	 Japan _____
	  	81	  	11	  	 
	 Japan - Tokyo
	  	81	  	__-39	  	 
	 Jordan
	  	962	  	N/A	  	 
	 Jordan Mobile/Special Services
	  	962	  	__	  	 
	 _____
	  	7	  	_________, 320-330, 336	  	 
	 Kenya
	  	254	  	N/A	  	 
	 _____
	  	685	  	N/A	  	 
	 Korea North
	  	850	  	N/A	  	 
	 Korea South
	  	82	  	N/A	  	 
	 Korea South Services
	  	82	  	______________	  	 
	 ___________
	  	82	  	2	  	 
	 Kuwait
	  	965	  	N/A	  	 
	 Kuwait Mobile/Special Services
	  	985	  	__	  	 
	 ___________
	  	7 or ___	  	N/A	  	 
	 ________ Mobile/Special Services
	  	7 or 996	  	31, 32, 34, 35, 36, 37, 39	  	 
	 _____
	  	856	  	N/A	  	 
	 _____
	  	371	  	N/A	  	 
	 _____
	  	961	  	N/A	  	 
	 ________________
	  	561	  	__	  	 
	 ________________
	  	266	  	N/A	  	 
	 _____
	  	231	  	N/A	  	 
	 Libya
	  	218	  	N/A	  	 
	 _____
	  	423	  	N/A	  	 
	 _____
	  	370	  	N/A	  	 
	 _____
	  	352	  	N/A	  	 
	 _____
	  	853	  	N/A	  	 
	 _____
	  	389	  	N/A	  	 
	 _____
	  	261	  	N/A	  	 
	 _____
	  	265	  	N/A	  	 
	 Malaysia
	  	60	  	N/A	  	 
	 Malaysia-Kuala Lumpur
	  	60	  	3	  	 
	 _____
	  	60	  	1	  	 
	 _____
	  	_60	  	N/A	  	 
	 _____
	  	223	  	N/A	  	 
	 _____
	  	356	  	N/A	  	 
	 ____ Islands
	  	6_2	  	N/A	  	 
	 _______
	  	222	  	N/A	  	 
	 Mauritius
	  	230	  	N/A	  	 
	 _____ Island
	  	269	  	N/A	  	 
	 Mexico _____ Economy
	  	52	  	________________
________________
________________
________________	  	 
	 Mexico _____ Standard
	  	52	  	________________
________________
________________
________________	  	 
	 Mexico _____ Economy
	  	52	  	________________	  	 
	 Mexico _____ Standard
	  	52	  	________________	  	 
	 Mexico _____ Economy
	  	52	  	________________
________________
________________
________________	  	 
	 Mexico _____ Standard
	  	52	  	________________
________________
________________
________________	  	 
	 Mexico ____ Step 1 Economy
	  	52	  	N/A	  	 
	 Mexico ____ Step 1 Standard
	  	52	  	N/A	  	 
	 Mexico ____ Step 2 Economy
	  	52	  	N/A	  	 
	 Mexico ____ Step 2 Standard
	  	52	  	N/A	  	 
	 Mexico ____ Step 3 Economy
	  	52	  	N/A	  	 
	 Mexico ____ Step 3 Standard
	  	52	  	N/A	  	 
	 Mexico ____ Step 4 Economy
	  	52	  	N/A	  	 
	 Mexico ____ Step 4 Standard
	  	52	  	N/A	  	 
	 Mexico ____ Step 5 Economy
	  	52	  	N/A	  	 
	 Mexico ____ Step 5 Standard
	  	52	  	N/A	  	 

  

 Page 4 
  

	[*]	 	Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission. 










			
	[GRAPHIC]	  	Carrier International Rates

  

							
	 Country

	  	 Country
 Code

	  	 City Code(s)

	  	Rate


	 Mexico – Rate Step 5 Economy
	  	52	  	N/A	  	[*]
	 Mexico – Rate Step 6 Standard
	  	52	  	N/A	  	 
	 Mexico – Rate Step 7 Economy
	  	52	  	N/A	  	 
	 Mexico – Rate Step 7 Standard
	  	52	  	N/A	  	 
	 Mexico – Rate Step 8 Economy
	  	52	  	N/A	  	 
	 Mexico – Rate Step 8 Standard
	  	52	  	N/A	  	 
	 ______
	  	691	  	N/A	  	 
	 ______
	  	373	  	N/A	  	 
	 Monaco
	  	377	  	N/A	  	 
	 Moncolla
	  	876	  	N/A	  	 
	 Monticrat
	  	664	  	N/A	  	 
	 Morocco
	  	212	  	N/A	  	 
	 Mozambiqu_
	  	2__	  	N/A	  	 
	 Myanmar (Formerly Burma)
	  	95	  	N/A	  	 
	 Namibia
	  	254	  	N/A	  	 
	 _______
	  	674	  	N/A	  	 
	 Nepal
	  	_77	  	N/A	  	 
	 Netherlands
	  	31	  	N/A	  	 
	 Netherlands – Mobile/Special Services
	  	31	  	_	  	 
	 Netherlands ______
	  	399	  	N/A	  	 
	 New ______
	  	6_7	  	N/A	  	 
	 New Zealand
	  	64	  	N/A	  	 
	 New Zealand – Mobile/Special Services
	  	64	  	21, 22, 23, 24, 25, _, __, __, __	  	 
	 ______
	  	505	  	N/A	  	 
	 ______
	  	505	  	_, __, __, __, __, __	  	 
	 _____ Republic
	  	227	  	N/A	  	 
	 Nigeria
	  	234	  	N/A	  	 
	 Nigeria – Lagos
	  	234	  	1	  	 
	 ______
	  	683	  	N/A	  	 
	 ______
	  	672	  	N/A	  	 
	 Norway
	  	47	  	N/A	  	 
	 Norway – Mobile/Special Services
	  	47	  	90, 92, 94	  	 
	 Oman
	  	968	  	N/A	  	 
	 Pakistan
	  	92	  	N/A	  	 
	 Pakistan – Karachi
	  	92	  	21	  	 
	 Pakistan – Mobile Special/Services
	  	92	  	3	  	 
	 ____ Republic
	  	_	  	N/A	  	 
	 Panama
	  	507	  	N/A	  	 
	 Panama______
	  	507	  	__	  	 
	 Paupa New Guinea
	  	675	  	N/A	  	 
	 Paraguay
	  	595	  	N/A	  	 
	 Peru
	  	51	  	N/A	  	 
	 Peru – Uma
	  	51	  	__	  	 
	 Peru – Mobile/Special Services
	  	51	  	__	  	 
	 Philippines
	  	63	  	N/A	  	 
	 Philippines-____
	  	63	  	___________________	  	 
	 Poland
	  	48	  	N/A	  	 
	 Poland -_
	  	48-22	  	__	  	 
	 Poland - Mobile Special/Services
	  	48	  	50,60,90	  	 
	 Portugal
	  	351	  	N/A	  	 
	 Portugal-____
	  	351	  	1	  	 
	 Portugal – Mobile/Special Services
	  	351	  	__,676	  	 
	 ______
	  	___	  	N/A	  	 
	 Reunion Islands
	  	262	  	N/A	  	 
	 Romania
	  	40	  	N/A	  	 
	 Romania-______
	  	40-1	  	__	  	 
	 Romania-______
	  	40	  	__	  	 
	 Russia
	  	7	  	N/A	  	 
	 Russia – Moscow
	  	7	  	___	  	 
	 Russia – St. Petersburg
	  	7	  	___	  	 
	 Rwanda
	  	250	  	N/A	  	 
	 ______
	  	378	  	N/A	  	 
	 ___ Tame
	  	239	  	N/A	  	 
	 Saudi Arabia
	  	96_	  	N/A	  	 
	 Senegal Republic
	  	221	  	N/A	  	 

  
  

 Page 5 
  

	[*]	 	Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission. 










			
	[GRAPHIC]	  	Carrier International Rates

  

							
	 Country

	  	 Country
 Code

	  	 City Code(s)

	  	Rate


	 ____________
	  	248	  	N/A	  	[*]
	 ____________
	  	232	  	N/A	  	 
	 Singapore
	  	65	  	N/A	  	 
	 Singapore-Mobile/Special Services
	  	65	  	__	  	 
	 _____ Republic
	  	421	  	N/A	  	 
	 ____________
	  	386	  	N/A	  	 
	 ____________
	  	677	  	N/A	  	 
	 Somalia
	  	252	  	N/A	  	 
	 South Africa
	  	27	  	N/A	  	 
	 South Africa-Johannesburg
	  	27	  	11	  	 
	 South Africa-Mobile/Special Services
	  	27	  	1,12	  	 
	 Spain
	  	34	  	N/A	  	 
	 Spain __________
	  	34	  	___	  	 
	 Spain-Madrid
	  	34	  	___	  	 
	 Spain-Mobile/Special Services
	  	34	  	___	  	 
	 Sri Lanka
	  	___	  	N/A	  	 
	 St. Helens
	  	290	  	N/A	  	 
	 ___________
	  	___	  	N/A	  	 
	 St. Lucia
	  	758	  	N/A	  	 
	 ___________
	  	508	  	N/A	  	 
	 ___________
	  	809	  	N/A	  	 
	 Sudan
	  	249	  	N/A	  	 
	 ___________
	  	597	  	N/A	  	 
	 Switzerland
	  	268	  	N/A	  	 
	 Sweden
	  	4__	  	N/A	  	 
	 Sweden – Mobile/Special Services
	  	46	  	___________	  	 
	 Switzerland
	  	41	  	___	  	 
	 Switzerland – Mobile/Special Services
	  	41	  	___	  	 
	 _____ Arab Republic
	  	563	  	N/A	  	 
	 Taiwan
	  	886	  	N/A	  	 
	 Taiwan-Mobile/Special Services
	  	886	  	__	  	 
	 Taiwan______
	  	886	  	___	  	 
	 Taiwan______
	  	886	  	___	  	 
	 ___________
	  	7	  	___	  	 
	 ___________
	  	255	  	N/A	  	 
	 Thailand
	  	66	  	N/A	  	 
	 Thailand-Bangkok
	  	66	  	2	  	 
	 Thailand-Cellular
	  	66	  	1	  	 
	 ___________
	  	228	  	N/A	  	 
	 _____________
	  	630	  	N/A	  	 
	 ___________
	  	676	  	N/A	  	 
	 Trinidad and Tobago
	  	809	  	N/A	  	 
	 ___________
	  	216	  	N/A	  	 
	 Turkey
	  	90	  	N/A	  	 
	 Turkey – Istanbul
	  	90	  	212, 216	  	 
	 Turkey-Mobile/Special Services
	  	90	  	___	  	 
	 Turkmenistan
	  	7 or 993	  	N/A	  	 
	 ___________
	  	809/868	  	N/A	  	 
	 ___________
	  	688	  	N/A	  	 
	 Uganda
	  	256	  	N/A	  	 
	 Ukraine
	  	380	  	N/A	  	 
	 _____________
	  	971	  	N/A	  	 
	 United Kingdom
	  	44	  	 _____________
 _____________
 _____________
 _____________
 _____________
	  	 
	 United Kingdom – London
	  	44	  	_____________	  	 
	 United Kingdom-Mobile/Special Services
	  	44	  	3, 4, 5, 6, ____	  	 
	 ___________
	  	538	  	N/A	  	 
	 Uzbekistan
	  	7 or 998	  	N/A	  	 
	 ___________
	  	67__	  	N/A	  	 
	 ___________
	  	58	  	N/A	  	 
	 ___________
	  	58	  	20, 21, 23, 24, __	  	 
	 ___________
	  	58	  	______	  	 
	 ____________
	  	84	  	N/A	  	 

  

 Page 6 
  

	[*]	 	Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission. 










			
	[GRAPHIC]	  	Carrier International Rates

  

								
	 Country

	  	 Country
 Code

	  	 City
 Code(s)

	  	Rate

	 
	 _______________City
	  	84	  	___	  	[	*]
	 _______________Mobile Special/Services
	  	__	  	___	  	 	 
	 _______________Islands
	  	__	  	N/A	  	 	 
	 _______________
	  	__	  	N/A	  	 	 
	 _______________Republic
	  	__	  	N/A	  	 	 
	 _______________Republic
	  	__	  	N/A	  	 	 
	 _______________
	  	381	  	N/A	  	 	 
	 _______________Republic of
	  	243	  	N/A	  	 	 
	 Zambia
	  	260	  	N/A	  	 	 
	 Zimbabwe
	  	263	  	N/A	  	 	 

  
 _________________________________________________________________________ 
  
 _________________________________________________________________________ 
  
 _________________________________________________________________________ 
  

 Page 7 
  

	[*]	 	Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission. 










			
	[GRAPHIC]	  	 Qwest Express
 Domestic Toll Free Origination Rates


  

					
	 LATA

	  	 PRIMARY STATE

	  	 BASE RATES


	 120
	  	ME	  	[*]
	 122
	  	NH	  	[*]
	 124
	  	VT	  	[*]
	 126
	  	MA	  	[*]
	 128
	  	MA	  	[*]
	 130
	  	RI	  	[*]
	 132
	  	NY	  	[*]
	 133
	  	NY	  	[*]
	 134
	  	NY	  	[*]
	 136
	  	NY	  	[*]
	 138
	  	NY	  	[*]
	 140
	  	NY	  	[*]
	 220
	  	NJ	  	[*]
	 222
	  	NJ	  	[*]
	 224
	  	NJ	  	[*]
	 226
	  	PA	  	[*]
	 228
	  	PA	  	[*]
	 230
	  	PA	  	[*]
	 232
	  	PA	  	[*]
	 234
	  	PA	  	[*]
	 236
	  	DC	  	[*]
	 238
	  	MD	  	[*]
	 240
	  	MD	  	[*]
	 242
	  	MD	  	[*]
	 244
	  	VA	  	[*]
	 246
	  	VA	  	[*]
	 248
	  	VA	  	[*]
	 250
	  	VA	  	[*]
	 252
	  	VA	  	[*]
	 254
	  	WV	  	[*]
	 256
	  	WV	  	[*]
	 320
	  	OH	  	[*]
	 322
	  	OH	  	[*]
	 324
	  	OH	  	[*]
	 325
	  	OH	  	[*]
	 326
	  	OH	  	[*]
	 328
	  	OH	  	[*]
	 330
	  	IN	  	[*]
	 332
	  	IN	  	[*]
	 334
	  	IN	  	[*]
	 336
	  	IN	  	[*]
	 338
	  	IN	  	[*]
	 340
	  	MI	  	[*]
	 342
	  	MI	  	[*]
	 343
	  	MI	  	[*]
	 346
	  	MI	  	[*]
	 348
	  	MI	  	[*]
	 350
	  	WI	  	[*]
	 352
	  	WI	  	[*]
	 354
	  	WI	  	[*]
	 356
	  	WI	  	[*]
	 358
	  	IL	  	[*]
	 360
	  	IL	  	[*]

  

	[*]	 	Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission. 

  

					
	 	  	QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL	  	Exhibit C2

  










			
	[GRAPHIC]	  	 Qwest Express
 Domestic Toll Free Origination Rates


  

					
	 LATA

	  	 PRIMARY STATE

	  	 BASE RATES


	 362
	  	IL	  	[*]
	 364
	  	IL	  	[*]
	 366
	  	IL	  	[*]
	 368
	  	IL	  	[*]
	 370
	  	IL	  	[*]
	 374
	  	IL	  	[*]
	 376
	  	IL	  	[*]
	 420
	  	NC	  	[*]
	 422
	  	NC	  	[*]
	 424
	  	NC	  	[*]
	 426
	  	NC	  	[*]
	 428
	  	NC	  	[*]
	 430
	  	SC	  	[*]
	 432
	  	SC	  	[*]
	 434
	  	SC	  	[*]
	 436
	  	SC	  	[*]
	 438
	  	GA	  	[*]
	 440
	  	GA	  	[*]
	 442
	  	GA	  	[*]
	 444
	  	GA	  	[*]
	 446
	  	GA	  	[*]
	 448
	  	FL	  	[*]
	 450
	  	FL	  	[*]
	 452
	  	FL	  	[*]
	 454
	  	FL	  	[*]
	 456
	  	FL	  	[*]
	 458
	  	FL	  	[*]
	 460
	  	FL	  	[*]
	 462
	  	KY	  	[*]
	 464
	  	KY	  	[*]
	 466
	  	KY	  	[*]
	 468
	  	TN	  	[*]
	 470
	  	TN	  	[*]
	 472
	  	TN	  	[*]
	 474
	  	TN	  	[*]
	 476
	  	AL	  	[*]
	 477
	  	AL	  	[*]
	 478
	  	AL	  	[*]
	 480
	  	AL	  	[*]
	 482
	  	MS	  	[*]
	 484
	  	MS	  	[*]
	 486
	  	LA	  	[*]
	 488
	  	LA	  	[*]
	 490
	  	LA	  	[*]
	 492
	  	LA	  	[*]
	 520
	  	MO	  	[*]
	 521
	  	MO	  	[*]
	 522
	  	MO	  	[*]
	 524
	  	MO	  	[*] 
	 526
	  	AR	  	[*] 
	 528
	  	AR	  	[*] 
	 530
	  	AR	  	[*] 

  
 QWEST COMMUNICATIONS
PRIVILEGED AND CONFIDENTIAL                Exhibit C2 
  

	[*]	 	Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission. 

  
  


					
	 	  	 	  	 










			
	[GRAPHIC]	  	 Qwest Express
 Domestic Toll Free Origination Rates


  

					
	 LATA

	  	 PRIMARY STATE

	  	 BASE RATES


	 532
	  	KS	  	[*]
	 534
	  	KS	  	[*]
	 536
	  	OK	  	[*]
	 538
	  	OK	  	[*]
	 540
	  	TX	  	[*]
	 542
	  	TX	  	[*]
	 544
	  	TX	  	[*]
	 546
	  	TX	  	[*]
	 548
	  	TX	  	[*]
	 550
	  	TX	  	[*]
	 552
	  	TX	  	[*]
	 554
	  	TX	  	[*]
	 556
	  	TX	  	[*]
	 558
	  	TX	  	[*]
	 560
	  	TX	  	[*]
	 562
	  	TX	  	[*]
	 564
	  	TX	  	[*]
	 566
	  	TX	  	[*]
	 568
	  	TX	  	[*]
	 570
	  	TX	  	[*]
	 620
	  	MN	  	[*]
	 624
	  	MN	  	[*]
	 626
	  	MN	  	[*]
	 628
	  	MN	  	[*]
	 630
	  	IA	  	[*]
	 632
	  	IA	  	[*]
	 634
	  	IA	  	[*]
	 635
	  	IA	  	[*]
	 636
	  	ND	  	[*]
	 638
	  	ND	  	[*]
	 640
	  	SD	  	[*]
	 644
	  	NE	  	[*]
	 646
	  	NE	  	[*]
	 648
	  	MT	  	[*]
	 650
	  	MT	  	[*]
	 652
	  	ID	  	[*]
	 654
	  	WY	  	[*]
	 656
	  	CO	  	[*]
	 658
	  	CO	  	[*]
	 660
	  	UT	  	[*]
	 664
	  	__	  	[*]
	 666
	  	AZ	  	[*]
	 668
	  	AZ	  	[*]
	 670
	  	OR	  	[*]
	 672
	  	OR	  	[*]
	 674
	  	WA	  	[*]
	 676
	  	WA	  	[*]
	 720
	  	NV	  	[*]
	 721
	  	NV	  	[*]
	 722
	  	CA	  	[*]
	 724
	  	CA	  	[*]
	 726
	  	CA	  	[*]

  

					
	             QWEST COMMUNICATIONS
PRIVILEGED AND CONFIDENTIAL
	  	Exhibit C2

  

	[*]	 	Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission. 

  
  










			
	[GRAPHIC]	  	 Qwest Express
 Domestic Toll Free Origination Rates


  

					
	 LATA

	  	 PRIMARY STATE

	  	 BASE RATES


	 728
	  	CA	  	[*]
	 730
	  	CA	  	[*]
	 732
	  	CA	  	[*]
	 734
	  	CA	  	[*]
	 736
	  	CA	  	[*]
	 738
	  	CA	  	[*]
	 740
	  	CA	  	[*]
	 820
	  	PR	  	[*]
	 822
	  	USVI	  	[*]
	 832
	  	AK	  	[*]
	 834
	  	HI	  	[*]
	 836
	  	MID/WAKE	  	[*]
	 920
	  	CT	  	[*]
	 921
	  	NY	  	[*]
	 922
	  	OH	  	[*]
	 923
	  	OH	  	[*]
	 924
	  	PA	  	[*]
	 927
	  	VA	  	[*]
	 928
	  	VA	  	[*]
	 929
	  	VA	  	[*]
	 930
	  	VA	  	[*]
	 932
	  	WV	  	[*]
	 937
	  	IN	  	[*]
	 938
	  	IN	  	[*]
	 939
	  	FL	  	[*]
	 949
	  	NC	  	[*]
	 951
	  	NC	  	[*]
	 952
	  	FL	  	[*]
	 953
	  	FL	  	[*]
	 955
	  	AL	  	[*]
	 956
	  	TN	  	[*]
	 958
	  	NE	  	[*]
	 960
	  	ID	  	[*]
	 961
	  	TX	  	[*]
	 963
	  	MT	  	[*]
	 973
	  	CA	  	[*]
	 974
	  	NY	  	[*]
	 976
	  	IE	  	[*]
	 977
	  	IE	  	[*]
	 978
	  	__	  	[*]
	 980
	  	__	  	[*]
	 981
	  	__	  	[*]

  
 Canadian 8XX Origination 
  

			
	 	  	BASE RATE


	 CANADA*
	  	[*]

  

	*	 	Canadian 8XX Origination Rates are not eligible to receive discounts. 

  


					
	 	  	QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL	  	Exhibit C2

  

	[*]	 	Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission. 









 EXHIBIT S 
 SECURITY AND PAYMENT TERMS 
  
 GENERAL 
  
 Qwest and the Customer hereby
agree that Qwest has established specific terms and conditions of security for payment of the Services acceptable to Qwest, in its sole determination, prior to the commencement of Services hereunder, as set forth below. Customer acknowledges and
agrees that if Customer does not comply with such terms and requirements of security for payment, that Qwest shall be entitled to refuse to fulfill any orders for Services and to terminate this Agreement without penalty. Customer also agrees to the
following basic terms and conditions as security for payment of services rendered by Qwest to Customer. 
  
 WEEKLY BILLING AND PREPAYMENT 
  
 As security under this Agreement for the provision of Services. Customer agrees to make weekly payments on its unbilled Service toll. The weekly billing cycle is the
7th, 14th, 21st, and 27th of each week (or upon such other weekly schedule as Qwest should determine). Unless the foregoing weekly bill cycle is changed by Qwest, Qwest will provide
Customer with a written statement of the payment due based on Customer’s unbilled Service toll which will be issued on the 8th, 15th, 22nd, and 29th of the month regardless of the day of the week, unless
one of these days fall on a weekend or holiday, in which case the bill will go out the next business day. Customer shall pay such statement in accordance with the above-specified terms by wire transfer to National City Bank, Louisville, Kentucky
RTA# 083000056, Qwest DDA# 71451569 (or to any other such account or in any other manner as Qwest may designate in writing) and include a designation of Customer’s account number. Customer’s failure to provide the payments as agreed to
herein may, in Qwest’s sole discretion, result in the immediate termination of all and/or any part of the Service hereunder or refusal to accept any orders for additional Service with or without notice. Customer shall receive from Qwest 3
standard monthly invoice which shall comprise Customer’s promotions, discounts, if any, taxes, any applicable monthly recurring charges, the entire month’s Service usage and the credit amount of Customer’s weekly payments as provided
in this subsection. Weekly payments made by Customer totaling in excess of Customer’s entire monthly invoice combined with the setoff amount from Qwest’s usage of Customer’s services, if any, will be applied to the Customer’s
immediately succeeding monthly invoice. Any amounts due and owing by Customer as of the rendering of the monthly invoice must be paid by Customer in accordance with the terms and conditions of the Agreement. 
  

 QWEST CONFIDENTIAL AND PROPRIETARY 
 1 
  

					
	 	  	 	  	6/7/2001
	 	  	 	  	 









 EXHIBIT B1 
 QWEST EXPRESS TERMINATING SWITCHED SERVICE DESCRIPTION 
 CARRIER SERVICES AGREEMENT 
  
 GENERAL 
  
 Interstate rates are per Local Access and Transport Area (“LATA”) and are for
LATA-wide termination. Domestic Rates set forth in the Qwest Express Rate Exhibit are shown in terms of full minutes and are billed is six (6) second increments. Qwest reserves the tight to charge excessive quantities of short duration calls (i.e.,
calls under 6 seconds in length) a minimum of one-cent ($0.01) per answered call, Rates set forth in the Qwest Express Rate Exhibit are Base Rates. 
  
 Intrastate rates are per State and are for State-wide termination. For the purposes of determining each call’s jurisdiction, the originating and terminating
information present in the call stream will be evaluated. In the event that either the originating or terminating information is not available to Qwest’s billing system, the classification of the call, for rating purposes, will default to the
Interstate classification. To the extent that calls are defaulted to the Interstate classification, and to the extent Customer’s traffic of this nature includes intrastate traffic, Customer shall provide to Qwest in writing, on a monthly basis,
the “Percentage of Inter/Intra-state Usage” on a state-by-state basis, by LEC, for the traffic terminated by Qwest hereunder. 
  
 International rates are set forth as for country or city termination as specified in the rate exhibit. If an International call terminates to a city, which has any type
of specific city code rate, the call will be rated according to the city’s rate for that type of termination and not the associated country’s rate. Mobile city areas that are rated differently than the associated countries shall also be
set forth as city codes. From time to time, Qwest may add specific city code rates for cities not set forth above, and the IDDD Services shall be provided based upon such rates, Rates shown in the Qwest Express International Termination Services
Rate Exhibit art Shown in terms of full minutes and are billed in six (6) second increments with an initial thirty (30) second increment Carrier Canadian Terminating Service rates are per NPA and are for NPA—Wide termination. Rates shown in the
Carrier Canadian Terminating Service Rate Exhibit are shown in terms of full minutes and are billed in six (6) second increments with an initial thirty (30) second increment, Mexican rates are per Mexican Rate Step and are for Rate Stop-wide
termination. Rates shown in the Mexican Terminating Service Rate Exhibit are shown in terms of full minutes and are billed in full minute increments. International Rates, including Mexican and Canadian, are subject to change upon five (5) calendar
days notice. Service availability is subject to the availability of facilities to and in the particular countries. 
  
 Directory Assistance rates are per NPA and are valid NPA-wide. Rates shown in the Carrier Directory Assistance Termination Rate Exhibit are shown on a per call basis and
are billed per call. 
  
 ROUNDING 
  
 Currently, all Qwest Express Services, excluding Directory Assistance, utilize “bulk
rounding”. For the purposes of this Agreement, bulk rounding is defined as carrying over the 3rd and
4th place amounts of a call charge to the next call, and continuing to do so until one full cent ($0.01) is accrued.
When this has occurred, the one-cent is applied to the next call. In addition, the Qwest Express Terminating Switched Service employs whole call rounding, which means that all calls are rounded only once, as opposed to once for each element (e.g.
initial and incremental). 
  
 “RBOC-ITC” SURCHARGE 
  
 Customer agrees to maintain at least
80% of the traffic comprising Customers Domestic Terminating Switched Service for termination in a Tandem owned and operated by a Regional Bell Operating Company (“RBOC”) and subject to such RBOCs terrified access charges. Qwest shall have
the right to apply a two cents ($0.02) per minute of use surcharge to the number of Domestic minutes by which Non-RBOC ‘terminations” exceed 20% of total monthly Terminating Service minutes. For the purpose of automating the billing
of the surcharge, the OCN number of the terminating carrier will be used. OCN numbers of 9000 and above are classified as RBOC; and OCN numbers less than 9000 are classified as “ITC,” or Non-RBOC. 
  

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 EXHIBIT B1 
 QWEST EXPRESS TERMINATING SWITCHED SERVICE DESCRIPTION 
 CARRIER SERVICES AGREEMENT 
  

 POINT(S) OF MEET 
  
 Customer is responsible for all access and related costs of DS-0, DS-l or DS-3 dedicated facilities to connect to Qwest’s nearest
applicable meet point. The Base rates shown in the Qwest Express Intrastate RBOC/ITC Rate Exhibit will apply for all traffic that meets the Qwest network at any switch or POP site. 
  
 REVENUE COMMITMENT 
  
 Committed Revenue: Customer hereby agrees to commit to a specified revenue volume of
[            *            ] per month (the “Revenue Commitment”) and term of two (2) years (the “Term
Commitment”). The Revenue Commitment must be met within the agreed-upon Term Commitment however, the Customer may not meet the total Revenue Commitment (monthly Revenue Commitment X (times) the number of months in the Term Commitment) in less
time than one-half of the Term Commitment. 
  

	1)	 	If this Revenue Commitment is not met by the end of the Term Commitment, the Customer agrees that it will pay the shortfall charge as follows: 

  
 Revenue Commitment X Term Commitment (in months) 
 Less Customer’s Actual Services Revenue 
 _______________________________________________ 
  
 =
Shortfall Charge Owed by Customer 
  
 In addition, the
Customer’s Revenue Commitment will be evaluated on a periodic basis, depending upon the agreed-upon Term Commitment. The formula and milestones used to evaluate a Customer’s Revenue Commitment progress are described in the Term Commitment
Ramp Schedule. 
  
 Customer acknowledges and agrees that if the Customer fails to
meet any of the specified milestones, Qwest may, at Qwest’s sole determination, either: 
  

	 	•	 	“Terminate the Agreement and, upon thirty (30) calendar days written notice to Customer, collect the Shortfall Charge consisting of the difference between the Revenue
Commitment owed to Qwest by the end of the particular measuring milestone period and the aggregate revenue actually paid to and retained by Qwest by such milestone, or 

  

	 	•	 	Renegotiate the Agreement at rates and term mutually acceptable to Qwest and Customer. 

  
 Customer acknowledges and agrees that certain rates would not be offered to Customer without Customer’s agreement to make the Revenue
Commitment. Customer and Qwest agree that any Shortfall Charge or relief provided hereunder represents a mutual good faith estimate of, and bears a reasonable relationship to actual damages to Qwest in the event of Customer failure to meet such
Revenue Commitment. Customer agrees that such Shortfall Charge does not represent a penalty of any kind and that such charges shall be obligations of Customer subject to specific performance. 
  
 [*] Confidential treatment has been requested for the bracketed portions. The confidential
redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 
  

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 EXHIBIT B1 
 QWEST EXPRESS TERMINATING SWITCHED SERVICE DESCRIPTION 
 CARRIER SERVICES AGREEMENT 
  

 Contributing Services Schedule 
  

	
	 Contributing Services

	 All Domestic Qwest Express Originating and Terminating Usage

	 All Qwest Express International Terminating Usage

	 All Qwest Express Directory Assistance Usage

	 All Qwest Express Canadian Termination Usage

	 All Qwest Express Mexican Terminating Usage

	 All Dedicated Facilities Monthly Recurring Charges*


  
 Term Commitment Ramp Schedule 
  

							
	 Ramp Milestone

	 	 Milestone ___________________________________


	 	 One Year

	 	 Two Year

	 	 Three Year


	 6th
Month
	 	[*]	 	[*]	 	[*]
	 12th
Month
	 	 	 	 	 	 
	 24th
Month
	 	 	 	 	 	 
	 36th
Month
	 	 	 	 	 	 

  

	*	 	Charges, fees and other amounts owing for, related to or constituting taxes, surcharges, credits, uncollectable Customer charges, pass-through charges, installation charges and
local loops shall not be included as part of Revenue Commitment or Contributing Services. 

  
  

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	[*]	 	Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission. 

  








 EXHIBIT C1 
 QWEST EXPRESS 8XX ORIGINATING SERVICE DESCRIPTION 
 CARRIER SERVICE AGREEMENT 
  
 GENERAL 
  
 Interstate rates are per Local Access and Transport Area (“LATA”) and are for
LATA-wide origination. Rates shown in the attached Rate Exhibit are shown in terms of full minutes and are billed in six (6) second increments. Qwest reserves the right to charge excessive quantities (i.e. 10% or greater) of short duration calls
(i.e. calls under 6 seconds in length) a minimum of one-cent ($,01) per answered call. 
  
 ROUNDING 
  
 Currently, the Qwest Express 8XX Originating Service utilizes “bulk rounding”. For the purposes of this agreement, bulk rounding is defined as carrying over the
3rd and 4th place amounts of a call charge to the next call, and continuing to do so until one full cent ($.01) is accrued. When this has occurred, the cent ($.01) is applied to the next call. In addition, the
Qwest Express 8XX Originating Service employs whole call rounding, which means that all calls are rounded only once, as opposed to once for each element (e.g. initial and incremental). 
  
 “RBOC-ITC” SURCHARGE 
  
 Customer will maintain at least 80% of the traffic comprising Customers 8XX Origination Service for origination in a Tandem owned and
operated by a Regional Bell Operating Company (“RBOC”) and subject to such RBOC’s tariffed access charges. Qwest will have the right to apply a [*] per minute of use surcharge to the number of minutes by which Non-RBOC
Originating minutes exceed 20% of total monthly Origination service minutes. For the purposes of automating the billing of the surcharge, the OCN number of the originating carrier will be used. OCN numbers of 9000 and above are classified as RBOC;
and OCN numbers less than 9000 are classified as “ITC”, or Non-RBOC. 
  
 LIABILITY 
  
 (A) Without limiting the Agreement, Qwest shall not be liable for any act or omission of the Number Administration and Service Center (“NASC”), other
Responsible Organizations (“RESP ORGs”), or any other carrier providing a portion of the Service. 
  
 (B) Without limiting the Agreement, Qwest shall not be liable for any loss or damage sustained by Customer, its 8XX subscriber or any third party by reason of defects or malfunctions in the hardware or software
provided by NASC, or by reason of errors made by NASC in connection with the Service Management System (“SMS”)/8XX. 
  
 (C) Without limiting the Agreement, Qwest shall not be liable for any loss or damage sustained by the Customer, its 8XX subscriber or any third party by reason of defects
or malfunctions in any Qwest Service Management System (“LSMS”), Service Control Point (“SCP”), Service Transfer Point (“STP”), or Service Switch Point (“SSP”), or any other facilities, hardware or software
not directly under Qwest’s control. 
  

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	[*]	 	Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission. 










 EXHIBIT C1 
 QWEST EXPRESS 8XX ORIGINATING SERVICE DESCRIPTION 
 CARRIER SERVICE AGREEMENT 
  

 (D) Without limiting the Agreement, Qwest shall not be liable for any loss of revenue or profit by Customer or its
8XX subscriber or for any loss or damage arising out of this Agreement or out of the use of the SMS/8XX or any of the Services provided under this Agreement by any person, whether arising in contract, tort (including, without limitation, negligence
or strict liability) or otherwise and whether or not informed of the possibility of such damages in advance. 
  
 INDEMNIFICATION 
  
 Without limiting the Agreement, Customer hereby agrees to indemnify, defend and hold harmless Qwest, its Affiliates, and theft respective directors, officers, employees
and agents against any third party claim, loss or damage arising from the use of 8XX Originating Services offered under this Agreement, involving without limitation: claims for libel, clander, invasion of privacy or infringement of copyright arising
from the Customer’s or its 8XX subscriber’s own communications 
  
 CARRIER INTEREXCHANGE CODE (“CIC”] CONFIDENTIALITY 
  
 Qwest’s CIC map and underlying provider is Qwest’s propriety information and Customer agrees to keep such information in the strictest of confidence by Customer. Such information shall not be used or
disclosed by Customer except as necessary to carry out the intent of this Agreement. 
  
 CUSTOMER OBLIGATIONS FOR RELEASE OF QWEST CIC INFORMATION 
  
 Notwithstanding anything herein to the contrary, and provided Customer is not in default of any obligation hereunder, Customer may provide
Qwest’s CIC map or a portion thereof to a RESP ORG if Customer fully complies with all of the following conditions: 
  

	1.	 	Customer shall obtain Qwest’s prior explicit written consent in each instance. 

  

	2.	 	No more than one SMS record in which any portion of Qwest’s CIC map is referenced shall be created. 

  

	3.	 	Customer shall ensure that the SMS record will be applied by the RESP ORG consistently to all 8XX numbers under its control whenever Qwest has transport responsibility.


  

	4.	 	Customer shall cause the RESP ORG to notify Qwest of the assignment of the applicable record and Customer shall ensure such record is not implemented without Qwest’s approval.


  

	5.	 	Customer shall be ready to accept traffic prior to submitting to Qwest an order to turn up 8XX Service. 

  

	6.	 	Customer shall be responsible for all costs in connection with updating or changing the applicable SMS record in the event Qwest changes its mapping. Customer shall ensure that the
RESP ORG completes such changes within sixty (60) calendar days of Qwest’s notification to Customer of any such change. 

  
 CUSTOMER OBLIGATIONS FOR USE OF ALTERNATE CIC MAP 
  
 Customer hereby agrees and understands that: 
  

	1.	 	 Customer shall ensure that no CICs other than the Customer’s CICs will be used in conjunction with Qwest’s CIC without ten (10) business days prior
written notification to 



  

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 EXHIBIT C1 
 QWEST EXPRESS 8XX ORIGINATING SERVICE DESCRIPTION 
 CARRIER SERVICE AGREEMENT 
  


	 	 
Qwest. Qwest reserves the right to not approve of a change to a CIC other than the Customer’s or Qwest, Customer understands that it will be responsible
for all usage associated with traffic related to an 8XX number that Qwest refused to approve for a CIC change if the call is carried on Qwest’s network. 


  

	2.	 	Customer shall not enter into any arrangement with a third party for the provision or carriage of any component of any 8XX traffic transported by Qwest. 

  

	3.	 	Customer shall promptly and accurately perform all Qwest requested changes to its CIC map. Customer shall be responsible for all costs resulting from its failure to comply with this
provision. 

  

	4.	 	Qwest provides CIC mapping at the LATA level only. 

  

	5.	 	No person or entity other than Customer shall act as RESP ORG or apply Qwest’s CIC map for 8XX transport, either acting directly or indirectly, or by assignment or agency from
Customer. 

  

	6.	 	Where Customer chooses to select itself for 8XX origination in a particular LATA, Customer must provide complete LATA coverage. 

  
 QWEST AS RESPONSIBILE ORGANIZATION (“RESP ORG”)

  
 If Customer selects Qwest as the Responsible Organization for Customer’s
Toll Free services, Customer hereby agrees to and understands that: 
  

	1.	 	Qwest agrees to act as RESP ORG, to manage and administer Customer’s records in the 8XX Service Management System. Qwest’s responsibilities shall be limited to
coordinating data entry, record change, trouble acceptance, referral and/or clearance. As RESP ORG, Qwest will also provide coordination to provision, maintain, and test 8XX Data Base (“DB”) service between various entities, such as: Local
Exchange Carriers (“LECs”), Interexchange Carriers (“IXCS”), Number Administration and Service Centre (“NASC”), and the Service Management System (“SMS”). 

  

	2.	 	Qwest will provide Customer with a contact number for referrals of 8XX troubles on a twenty-four (24) hour a day, seven (7) days a week basis. Qwest will make reasonable best
efforts to resolve troubles by sectionalizing trouble to determine if the reported trouble is in its translations or facilities or in another provider’s service. If necessary, Qwest will test cooperatively with other providers to further
identify and address a trouble when it has been sectionalized to another provider’s service. Qwest will Keep Customer, advised as to the status of trouble clearance. Qwest’s responsibilities shall be limited to make a good faith effort to
identify end coordinate trouble resolution. 

  

	3.	 	As RESP ORG, Qwest is limited in the number of 8XX number reservations it can hold; therefore, reservations will be available on a first come first serve basis. Customer
reservations may at no time exceed ten (10) percent of its active 8XX numbers. Reservations cannot be held for more than forty-five (45) calendar days. At the end of the reservation period the 8XX number will be returned to the pool of numbers
available for general assignment. 

  

	4.	 	For Qwest to properly fulfill its obligation as RESP ORG, Customer shall make available to Qwest an 8XX number and personnel, on a twenty-four (24) hour & day, seven (7) day a
week basis, for trouble reporting and resolution. The Customer further agrees that it shall make its best effort to assist Qwest in the resolution of any end user dispute involving an end user of the Customer. 

  

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 EXHIBIT C1 
 QWEST EXPRESS 8XX ORIGINATING SERVICE DESCRIPTION 
 CARRIER SERVICE AGREEMENT 
  

 CUSTOMER AND QWEST OBLIGATIONS WHERE QWEST PROVIDES RESPORG SERVICES 
  

	1.	 	Customer hereby agrees that Qwest shall be Customer’s sole provider of Carrier 8XX Service for all 8XX numbers for which Qwest is providing transport and/or Responsible
Organization Services (“ROS”), as such services are described herein, during the term hereof. 

  

	2.	 	Qwest agrees that Customer may, at its sole discretion, designate itself as the 8XX carrier in selected LATAs. Customer’s designation is only applicable when used in
conjunction with Qwest 8XX ROS and transport and customer provides one hundred percent (100%) coverage in the LATA(s). 

  

	3.	 	Qwest will not provide ROS for 8XX numbers transported by other Common Carriers (“OCCs”), except as indicated in Section (B) above. 

  

	4.	 	Qwest shall provide ROS described herein consistent with the Guidelines for 8XX Database, subject to the understanding that those ROS and the terms and conditions of those services
may be modified by Qwest as a result of changes in said Guidelines, governmental action or acts of third parties including but not limited to changes in LEC tariffs that relate to ROS. 

  
 POINT(S) OF MEET 
  
 Customer agrees that it is responsible for all access and related costs of DS-0, DS-1 or
DS-3 dedicated facilities to connect to Qwest’s nearest applicable meet point. In addition, the Customer may meet Qwest at each Qwest-owned voice POP site available at the time of Customer’s request, subject to capacity at that site and to
Qwest’s agreement. 
  
 REVENUE COMMITMENT

  
 Committed Revenue: Customer hereby agrees to commit a specified volume
of [*] per month (the “Revenue Commitment”) and term of two (2) years (the “Term Commitment”). The Revenue Commitment must be met within the agreed-upon Term commitment however, the Customer may not meet the total Revenue
Commitment (monthly Revenue Commitment X (times) the number of months in the Term Commitment) in less time than one-half of the Term Commitment. 
  

	1)	 	If this Revenue Commitment is not met by the end of the Term Commitment, the Customer agrees that it will pay the shortfall charges as follows: 

  
 Revenue Commitment X Term Commitment (in months) 
 Less Customer’s Actual Service Revenue 
 _________________________________________________ 
  
 =
Shortfall Charge Owned by Customer 
  
 In addition, the
Customer’s Revenue Commitment will be evaluated on a periodic basis, depending upon the agreed-upon Term Commitment. The formula and milestones used to evaluate a Customer’s Revenue Commitment progress are described in the Term Commitment
Ramp Schedule. 
  

 QWEST CONFIDENTIAL AND PROPRIETARY 
 4 
  

					
	 	  	 	  	4/21/99
	 	  	 	  	[GRAPHIC]

  

	[*]	 	Confidential treatment has been requested for the bracketed portions. The confidential redacted portions has been omitted and filed separately with the Securities and Exchange
Commission.