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Thank you for selecting Trans Texas Technologies (3TLD). In this Agreement ("Agreement"), "you" and "your" mean the customer of the Trans Texas Technologies (3TLD) services defined below, and "3TLD", "we," "our," and "us" mean Trans Texas Technologies (3TLD) and any Trans Texas Technologies (3TLD) affiliates authorized to provide you with Trans Texas Technologies (3TLD) services. BY ENROLLING IN, USING, OR PAYING FOR THE SERVICES, YOU AGREE TO THE PRICES, CHARGES, TERMS, AND CONDITIONS IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE PRICES, CHARGES, TERMS, AND CONDITIONS, DO NOT USE THE SERVICES, AND CANCEL THE SERVICES IMMEDIATELY BY CALLING TRANS TEXAS TECHNOLOGIES (3TLD) AT 1-800-439-1723 FOR FURTHER DIRECTIONS.

"Service" or "Services" means: the Trans Texas Technologies (3TLD) state-to-state and international consumer telecommunications services you are enrolled in, use, or pay for that Trans Texas Technologies (3TLD) provides after August 15, 2003.

This agreement does not cover Trans Texas Technologies (3TLD) in-state long distance services. The Services covered in this Agreement are subject to billing availability and may not be available at all locations.

"Trans Texas Technologies (3TLD) Calling Plans" contain the specific prices and charges, service descriptions, and other terms and conditions not set forth here that apply to each of your Services. You can review the Trans Texas Technologies (3TLD) Calling Plans on our web site at www.transtexastechnolgies.com or request a copy of the Trans Texas Technologies (3TLD) Calling Plans for the Services you are enrolled in by calling Trans Texas Technologies (3TLD) toll free at 1-800-439-1723. THIS AGREEMENT INCORPORATES BY REFERENCE THE PRICES, CHARGES, TERMS, AND CONDITIONS INCLUDED IN THE TRANS TEXAS TECHNOLOGIES (3TLD) CALLING PLANS.

1. CHARGES AND PAYMENT.

a. General. You agree to pay us for the Services at the prices and charges listed in the Trans Texas Technologies (3TLD) Calling Plans. The prices and charges for any particular call may depend on a number of factors listed in the Trans Texas Technologies (3TLD) Calling Plans, which include, for example, the duration of a call, the time of day and day of week, the distance called, and the type of service. Service types include, for example, direct-dialed from home, operator-assisted, or calling card calls. The prices and charges for the Services may also include, for example, monthly fees, monthly minimums, or connection charges.

b. Price Changes. We may change the prices and charges for the Services from time to time. We may decrease prices without providing advance notice. Increases to the prices or charges for the Services are effective no sooner than fifteen days after we post them on our web site at www.transtexastechnologies.com. Increases to charges that recover our costs associated with government programs are effective no sooner than three days after we post the increases on our web site (excluding taxes and surcharges under Section 1.e.). We will provide further notices of increases to the prices and charges as follows:

For the Services covering direct-dialed calls from home under the state-to-state basic schedule and state-to-state and international calling plans, we will notify you of these increases by bill message or other notices.

c. Payments. You must pay all bills or invoices on time (on or before the due date) and in U.S. money. We do not waive our right to collect the full amount due if you pay late or you pay part of the bill, even if you write the words "Paid in Full" (or similar words) on any correspondence to us.

If you make any late payments, and we bill you for the Services, you may be subject to a late fee of 1.5%, which we will apply to that period's charges and any outstanding charges and late payment charges which remain unpaid at the time of the next bill. If the state law where you receive the Service requires a different rate, we may apply that rate. If a local telephone company or other entity bills you for the Services on our behalf, that company's late payment charges and policies may apply.

If your check, bank draft, or electronic funds transfer is returned for insufficient funds, and we bill you for the Services, you may be subject to an additional $15 charge. If the state law where you receive the Services requires a different fee, we may charge you that amount. If a local telephone company or other entity bills you for the Services on our behalf, that company's returned check charge and policy may apply.

d. Charges and Billing. Charges accrue through a full billing period. We may prorate or adjust a bill if the billing period covers less than or more than a full month (for this purpose, each month is considered to have 30 days). To determine the charge for each call, we round up to the nearest six seconds, with a 30 second minimum. We will determine the format of the bill and the billing period, and we may change both the bill format and the billing period from time to time.

You are responsible to prevent the unauthorized use of the Services, and you are responsible for payment of any such unauthorized use.

e. Taxes and Other Charges. You must pay all taxes, fees, surcharges, and other charges that we bill you for the Services, unless you can show with documentation satisfactory to us that you are exempt. Taxes and surcharges will be in the amounts that federal, state, and local authorities require us to bill to us. We will not provide advance notice of changes to taxes and surcharges, except as required by applicable law.

f. Credit Check and Deposits. You give us permission to obtain your credit information from consumer credit reporting agencies at any time. If we bill you for the Services and we determine that you may be a credit risk for (1) unsatisfactory credit rating; (2) insufficient credit history; (3) fraudulent or abusive use of any Trans Texas Technologies (3TLD) services within the last five years; or (4) late payments for current or prior bills, we may require a deposit (or an advance payment as permitted by state law) to ensure payment for the Services. The amount of the deposit will be no more than any estimated one-time charge required for the Services, plus three months of the estimated average per-minute charges and/or monthly fees for the Services. We will pay simple interest at the annual rate of 4% on the deposit, subject to the state law where you receive the services. If you fail to pay for the Services when due, we may use the deposit without giving notice to you. If you pay undisputed bills by the due date for twelve consecutive billing months, we will credit the deposit without giving notice to you. If a credit balance remains on your account, we will refund or credit that amount.

g. Credit Limits. If we bill you for the Services, we may set a credit limit based on your payment history or your credit score from consumer credit reporting agencies. If we do this, we will notify you of your initial credit limit and all changes to your credit limit. If you exceed your credit limit, we will restrict your access to the Services, including direct-dialed, operator-assisted, and calls requiring a 900 or 976 prefix. Access to emergency services (9-1-1) will not be affected by this restriction. If you fail to make timely payments, we may also lower your credit limit.

2. SUSPENDING AND CANCELING THE SERVICES.

a. Your Cancellation of the Services. If you use more than one Service, you may change or cancel individual Services by calling the Trans Texas Technologies (3TLD) customer service number on your Trans Texas Technologies (3TLD) bill, subject to the applicable terms and conditions in the Trans Texas Technologies (3TLD) Calling Plans. This Agreement remains in effect for any Services that you continue to be enrolled in, use, or pay for. If you want to cancel all of the Services and/or discontinue your use of all of the Services call us at 1-800-439-1723 for further instructions.

b. Fraudulent Use. You will not use the Services for any unlawful, abusive, or fraudulent purpose, including, for example, using the Services in a way that (1) interferes with our ability to provide Services to you or other customers; or (2) avoids your obligation to pay for the Services. If Trans Texas Technologies (3TLD) has reason to believe that you or someone else is abusing the Services or using them fraudulently or unlawfully, we can immediately suspend, restrict, or cancel the Services without advance notice.

c. Failure to Pay. Upon advance notice, we may suspend, restrict, or cancel the Services and this Agreement, if you do not make payments for current or prior bills by the required due date, including payments for late fees or any other required additional charges.

d. Other. Trans Texas Technologies (3TLD) may from time to time discontinue certain Services, subject to applicable law and regulation.

e. Outstanding Charges. If the Services are suspended, restricted, or cancelled, any charges will accrue through the date that Trans Texas Technologies (3TLD) fully processes the suspension, restriction, or cancellation. You must pay all outstanding charges for these Services, including payment of any bills that remain due after the date of cancellation. Subject to Section 7, you must reimburse us for any reasonable costs we incur, including attorneys' fees, to collect charges owed to us. If you want us to renew the Services, we may require that you pay a deposit.

3. INDEMNIFICATION.

YOU AGREE THAT WE SHOULD NOT BE RESPONSIBLE FOR ANY THIRD PARTY CLAIMS AGAINST US THAT ARISE FROM YOUR USE OF THE SERVICES. FURTHER, YOU AGREE TO REIMBURSE US FOR ALL COSTS AND EXPENSES RELATED TO THE DEFENSE OF ANY SUCH CLAIMS, INCLUDING ATTORNEYS' FEES, UNLESS SUCH CLAIMS ARE BASED ON OUR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. THIS PROVISION WILL CONTINUE TO APPLY AFTER THE AGREEMENT ENDS.

4. LIMITATIONS OF LIABILITY.

THIS SECTION DESCRIBES THE FULL EXTENT OF OUR RESPONSIBILITY FOR ANY CLAIMS YOU MAKE FOR DAMAGES CAUSED BY THE FAILURE OF THE SERVICES, OR ANY OTHER CLAIMS IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT.

IF OUR NEGLIGENCE CAUSES DAMAGE TO PERSON OR PROPERTY, WE WILL BE LIABLE FOR NO MORE THAN THE AMOUNT OF DIRECT DAMAGES TO THE PERSON OR PROPERTY. FOR ANY OTHER CLAIM, WE WILL NOT BE LIABLE FOR MORE THAN THE AMOUNT OF OUR CHARGES FOR THE SERVICES DURING THE AFFECTED PERIOD. FOR ALL CLAIMS, WE WILL NOT BE LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR REVENUE OR INCREASED COSTS OF OPERATION. WE ALSO WILL NOT BE LIABLE FOR PUNITIVE, RELIANCE, OR SPECIAL DAMAGES. THESE LIMITATIONS APPLY EVEN IF THE DAMAGES WERE FORESEEABLE OR WE WERE TOLD THEY WERE POSSIBLE, AND THEY APPLY WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

WE WILL NOT BE LIABLE FOR ANY DAMAGES IF SERVICES ARE INTERRUPTED, OR THERE IS A PROBLEM WITH THE INTERCONNECTION OF OUR SERVICES WITH THE SERVICES OR EQUIPMENT OF SOME OTHER PARTY. THIS SECTION WILL CONTINUE TO APPLY AFTER THE AGREEMENT ENDS.

5. WARRANTIES.

EXCEPT AS THIS AGREEMENT EXPRESSLY STATES, WE MAKE NO EXPRESS WARRANTY REGARDING THE SERVICES AND DISCLAIM ANY IMPLIED WARRANTY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE ALSO MAKE NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. WE DO NOT AUTHORIZE ANYONE, INCLUDING, BUT NOT LIMITED TO, TRANS TEXAS TECHNOLOGIES (3TLD) EMPLOYEES, AGENTS, OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT.

6. CREDIT ALLOWANCES FOR INTERRUPTIONS.

If an interruption or failure of Services is caused solely by Trans Texas Technologies (3TLD) and not by you or a third party or other causes beyond our reasonable control, you may be entitled to a credit allowance as specified in the applicable Trans Texas Technologies (3TLD) Calling Plan.

7. MISCELLANEOUS.

a. No Third Party Rights. This Agreement does not provide any third party with a remedy, claim, or right of reimbursement.

b. Acts Beyond Our Control. Neither you nor we will be responsible to the other for any delay, failure in performance, loss or damage due to fire, explosion, power blackout, earthquake, volcanic action, flood, the weather elements, strike, embargo, labor disputes, civil or military authority, war, acts of God, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, or other causes beyond our reasonable control, except that you must pay for any Services used.

c. Assignment. We can assign all or part of our rights or duties under this Agreement without notifying you. If we do that, we have no further obligations to you. You may not assign this Agreement or the Services without our prior written consent.

d. Notices. Notices from you to Trans Texas Technologies (3TLD) must be provided as specified in this Agreement. Notice from you to Trans Texas Technologies (3TLD) made by calling Trans Texas Technologies (3TLD) is effective as of the date that our records show that we received your call.

3TLD's notice to you under this Agreement will be provided by one or more of the following: posting on our web site, recorded announcement, bill message, bill insert, newspaper ad, postcard, letter, call to your billed telephone number, or e-mail to an address provided by you.

e. Separability. If any part of this Agreement is found invalid, the rest of the Agreement will remain valid and enforceable.

f. Governing Law. This Agreement will be governed by the law of the State of Texas, without regard to its choice of law rules, except that the arbitration provisions in Section 7 will be governed by the Federal Arbitration Act. This governing law provision applies no matter where you reside, or where you use or pay for the Services.

g. Entire Agreement. This Agreement (which incorporates by reference the Trans Texas Technologies (3TLD) Calling Plans) constitutes the entire agreement between us and supersedes all prior agreements, understandings, statements or proposals, and representations, whether written or oral. This Agreement can be amended only as provided in Section 9 below. No written or oral statement, advertisement, or service description not expressly contained in the Agreement will be allowed to contradict, explain, or supplement it. Neither you nor Trans Texas Technologies (3TLD) is relying on any representations or statements by the other party or any other person that are not included in this Agreement.

8. CHANGES TO THIS AGREEMENT.

This Agreement may only be changed in the manner provided for in this Section 9.

We may change this Agreement, including the incorporated Trans Texas Technologies (3TLD) Calling Plans, from time to time. If we make any changes to the prices or charges, we will comply with our notice commitments described in Section 1 of this Agreement. With respect to all other changes to this Agreement, we will notify you of the changes, and they will be effective no sooner than fifteen days after we post them at www.transtexastechnologies.com. You may also request a copy of the revised Agreement, including revised Trans Texas Technologies (3TLD) Calling Plans for the services you are enrolled in, by calling Trans Texas Technologies (3TLD) toll free at 1-800-439-1723.

IF YOU CONTINUE TO BE ENROLLED IN, USE, OR PAY FOR THE SERVICES AFTER ANY CHANGES IN THE PRICES, CHARGES, TERMS, OR CONDITIONS, YOU AGREE TO THE CHANGES.

9. ENROLLMENT IN ANOTHER TRANS TEXAS TECHNOLOGIES (3TLD) SERVICE.

To enroll in additional Trans Texas Technologies (3TLD) Services, or to switch from your existing Service to a different Service, you must notify us by: (1) calling the Trans Texas Technologies (3TLD) customer service number on your Trans Texas Technologies (3TLD )bill; (2) calling the Trans Texas Technologies (3TLD)customer service number provided in Trans Texas Technologies (3TLD) marketing materials; or (3) going to our web site at www.transtexastechnologies.com and following any further instructions provided for enrollment. The terms and conditions of this Agreement, including those in the incorporated Trans Texas Technologies (3TLD) Calling Plans, will apply to the new or additional Service.

BY ENROLLING IN, USING, OR PAYING FOR THESE NEW OR ADDITIONAL SERVICES, YOU AGREE TO THE PRICES, CHARGES, TERMS, AND CONDITIONS IN THIS AGREEMENT.