This agreement with MCI Communications Services LLC ("MCI") governs your DSL Services (the "Agreement"). This Agreement incorporates the General Service Agreement, which can be found online at http://www.mci.com/termsandrates and which is included with your Welcome Kit. By using the DSL Service or DSL Equipment, you agree to be bound by the Agreement and to use the DSL Service in compliance with MCI's Acceptable Use Policy (which can be found at http://www.mci.com/global/terms/a_u_p). If you have purchased DSL Service with AOL, you will additionally be subject to AOL terms and conditions, including AOL's Terms of Service, to which you will need to separately agree before using the AOL service. MCI may revise this Agreement for DSL Services from time to time by posting the revisions to MCI's website at http://www.mci.com/ResDSLTerms at least 15 days in advance of the change, and such changes will be incorporated by reference into your Agreement. It is your responsibility to review the on-line terms and conditions. By continuing to use the DSL Service after revisions are posted, you agree to accept and abide by them.

The DSL Service includes a $99.99 non-refundable HiSpeed Activation and Equipment Fee. You will be billed the $99.99 fee upon delivery of the DSL Equipment, and it will appear as HiSpeed Activation & Equipment Fee on the invoice. The Activation and Equipment fee covers your DSL activation, equipment, and shipping costs.

MCI may suspend or cancel the DSL Service if the HiSpeed Activation and Equipment is not paid.

Your DSL Service will be provided on a month-to-month basis. Your account billing start date is determined by MCI and is not dependent on whether or not you have completed installation or used the DSL Service.

You will be billed on your telephone bill for your DSL Service as HiSpeed Internet Service, and utilize the payment method of your choice. Timing of payments and the result of late payment are as set out in the General Service Agreement. Changes to your local service plan may result in changes to your DSL pricing. Your local and long distance services will not be disconnected for nonpayment of charges for DSL Service. However, MCI may suspend or cancel the DSL Service if charges are not paid.

Once you have accepted DSL Service, if you are dissatisfied with the Service in any way, your sole remedy is to cancel your account.

To cancel your account you must call 1-888-MCI-LOCAL.

MCI reserves the right to suspend or terminate the DSL Service to you, or to suspend or terminate any user ID, email address, URL or domain name used by you, in the event it is used in a manner which violates any law, regulation, tariff or the MCI Acceptable Use Policy or which endangers the MCI network, the DSL Service or the use and enjoyment of other users. You understand and agree that any attempt to breach security, or to access an account which does not belong to you, shall be considered a material breach of this Agreement, and may result in suspension or cancellation of the DSL Service. You agree to immediately notify MCI of any unauthorized use of your account and/or and breach or attempted breach of security of which you are aware.

DSL Service is for your home use only. You may not allow others to connect to your DSL Service and you may not resell your DSL Service. Any such actions will result in the immediate cancellation of your account.

To receive DSL Service, DSL Service must be available to your location. You must also keep your telephone service active for the DSL Service to work. Your local phone company must be MCI for you to receive DSL Service. If you change your local telephone company, your DSL Service will be cancelled.

MCI will use best efforts to provide the DSL Service. DSL Service is not always able to be provided. MCI shall have no liability for claims arising out of its failure or refusal to complete installation or provisioning of your DSL Service.

Your DSL Service is a best efforts service. The actual speed you experience may vary depending on several factors including customer location, destination on the Internet, traffic on the Internet, line quality, and other factors beyond MCI's control.

MCI may interrupt the DSL Service for scheduled or emergency maintenance or as otherwise set forth in the Agreement. Also, your DSL Service may be interrupted in the normal course of business.

MCI reserves the right to apply commercially reasonable spam, fraud and abuse prevention methods to inbound and outbound e-mail.

If you have an alarm system and DSL installed on the same telephone line, you may experience trouble with your alarm service. MCI suggests that you test your alarm system once DSL is installed. You should check with your alarm company for the test procedure. If your test reveals that your security system is not working, you will need to contact your alarm company for assistance.

Note that certain MCI Partner benefits, such as airline miles or video certificates, may not apply to the DSL portion of your total services billed on your telephone bill.

MCI MAKES NO WARRANTY THAT THE DSL SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE DSL SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. MCI PROVIDES NO GUARANTEE WITH REGARD TO THROUGHPUT SPEEDS WITH THE DSL SERVICE.

MCI's liability for damages, including but not limited to damages in regards to interruptions of the DSL Service, for mistakes, omissions, delays, errors and defects in the provision of the Service, shall in no event exceed an amount equal to the pro-rata charges to you for the period during which the DSL Service is affected. MCI SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF INCOME OR COST OF REPLACEMENT SERVICES.

MCI's liability for willful misconduct, if established as a result of judicial, administrative, or arbitration proceedings, is not limited by this Agreement.

Your computer must meet the following minimum requirements:

For PC:

One of the following Operating Systems - Windows 98, 98SE, Me, 2000 or XP
200 MHz (or faster) Pentium-based processor (or equivalent)(233MHz required for Windows XP)
64 MB RAM (128 MB required for DSL Service with AOL)
70 MB of available hard drive space (205 MB required for DSL Service with AOL)
Installed CD-ROM drive
Installed, functional 10BaseT or better Ethernet interface
Web browser: Microsoft Internet Explorer 5.0 or higher or Netscape Navigator 4.7 or higher (Microsoft Internet Explorer 5.5 or higher required for DSL Service with AOL; Microsoft Internet Explorer 6.0 required with Windows XP)
E-mail client (For DSL Service without AOL: Outlook Express, Netscape Communicator or Eudora)

For Macintosh:

PowerPC or faster processor
Mac OS v.10.1 and higher
Open Transport 2.0 enabled
128 MB RAM
75 MB of available hard drive space
Installed CD-ROM drive
Installed, functional 10BaseT or better Ethernet interface
Web browser: Microsoft Internet Explorer 5.0 or higher or Netscape Navigator 4.7 or higher (Microsoft Internet Explorer 5.0 or higher required for DSL Service with AOL)
E-mail client (For DSL Service without AOL: Outlook Express, Netscape Communicator or Eudora)

You will be provided with DSL Equipment, which will be subject to additional terms and conditions. Your DSL Equipment may be repackaged. If the DSL Equipment does not work, and DSL Service is otherwise available to you, you must contact MCI at the following toll free numbers:

HiSpeed Internet Service with AOL - 1-800-888-0093
HiSpeed Internet Service with MCI - 1-800-888-8100
HiSpeed Internet Service Access Only - 1-800-444-5478

New DSL Equipment will be sent to you and a shipping label will be included. Please return the damaged DSL equipment with the enclosed shipping label.

The installation, use, inspection, maintenance, repair and removal of the DSL Equipment may result in service outage or potential damage to your computer. You are solely responsible for backing up all of your existing computer files and data. You are solely liable for impacts to or loss of any warranty associated with the opening of your computer for installation of the DSL modem.

This is a self-installation product. If you have questions during your installation, please call the number noted above.

MCI DOES NOT REPRESENT, WARRANT, OR COVENANT THAT INSTALLATION OF THE DSL EQUIPMENT WILL ENABLE YOU TO SUCCESSFULLY ACCESS, OPERATE, OR USE THE DSL SERVICE, OR THAT SUCH INSTALLATION WILL NOT CAUSE DAMAGE TO YOUR COMPUTER, DATA, SOFTWARE, FILES OR PERIPHERALS. MCI SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE, OR FOR THE FAILURE TO PROPERLY INSTALL, ACCESS, USE OR OPERATE THE DSL EQUIPMENT OR DSL SERVICES BECAUSE OF YOUR INSTALLATION. THIS LIMITATION OF LIABILITY IS IN ADDITION TO AND SHALL IN NO WAY BE CONSTRUED TO LIMIT ANY AND ALL LIMITATIONS OF LIABILITY SET FORTH ELSEWHERE IN THE AGREEMENT.

Please note: MCI Customer Service can only handle questions related to the DSL modem that comes with your DSL self-installation kit. All other router, hardware or computer questions should be directed to the actual manufacturer.

You will receive a user name, password and account designation. You are solely responsible for use of your DSL Service. Keep your password confidential. You must notify MCI immediately upon discovering any unauthorized use of your account.

You will be allocated a dynamic IP address. MCI reserves the right to timeout inactive connections.

To be eligible for DSL Service outage credits, you must report an outage within 30 business days of the incident with a request for credit. For any given month, the maximum credit available to you is an amount equal to the allocated cost for the DSL portion of your plan fee, or the separate line item cost for your HiSpeed Internet Service.

Use of the DSL Service may involve access to the Internet, including information and services provided thereon. MCI specifically denies any responsibility for the accuracy of quality of data, information, images, audio and video ("Content") obtained on the Internet and or through MCI's network, your equipment, facilities or systems. You assume total risk and responsibility for any and all access to the Internet or use, alteration or transport of any Content or information thereon.

MCI has no obligation to monitor the DSL Services or your email or web space but may do so and disclose information regarding use of the services for any reason if MCI, in its sole discretion, believes that it is reasonable to do so, including to: satisfy laws, regulations, or governmental or legal requests, operate the service properly, or protect itself and its users. MCI may immediately remove your material or information from the servers, in whole or in part, which MCI, in its sole and absolute discretion, determines to infringe another's property rights or to violate our Acceptable Use Policy.

MCI will treat your personal information in accordance with our current Privacy Policy, which may be found at http://global.mci.com/legal/privacy. You agree to the terms of the Privacy Policy, which describes MCI's use and disclosure of information about your account and your use of the DSL Service. You consent to MCI providing personally identifiable information, as defined in the Privacy Policy, to partners or vendors necessary to the provisioning or service of your blended product.

You agree to defend, indemnify and hold harmless MCI from and against all liabilities, costs and expenses, including reasonable attorneys' fees, related to or arising from (a) any violation of applicable laws, regulations, tariff or this Agreement by you (or anyone who uses your account, with or without your permission); (b) the use of the DSL Service or the Internet or the placement or transmission of any message, information, software or other materials on the Internet by you (or anyone who uses your account, with or without your permission); (c) negligent or intentional acts, errors or omissions by you (or anyone who uses your account, with or without your permission); (d) injuries to or death of any person and damages to or loss of any property, which may in any way arise out of or result from your obligations under this Agreement or your use of the DSL Service or the Internet, except to the extent that such liabilities arise from the willful misconduct of MCI; or (e) claims for infringement of any intellectual property rights arising from your use of the DSL Service or the Internet.

You consent to arbitration in accordance with the arbitration provisions contained in the General Services Agreement. Any dispute will be decided on an individual basis and will not be consolidated in any action with the disputes or claims of other consumers or customers. You agree that you may not bring any dispute or claim as a class action or as a private attorney general, and you agree not to act as a class representative or participate as a member of a class of claimants with respect to any dispute or claim relating to this Agreement or the DSL Services.

This Agreement is governed by and construed under the laws of the State of New York and applicable federal law, without regard to choice of law principles.

You may not modify or assign this Agreement. MCI may assign this Agreement in its sole discretion.

If any part or provision of this Agreement is finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, then that part or provision will be ineffective only to the extent of such invalidity or unenforceability, without in any way affecting the remaining parts or provisions of this Agreement.

FOR ACCESS ONLY DSL SERVICE, THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS APPLY:

The Neighborhood HiSpeed Internet Service Access Only includes:

(1) DSL access on a single telephone number
(2) DSL Modem and Installation Kit

FOR DSL SERVICE WITHOUT AOL SERVICE, THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS APPLY:

The Neighborhood HiSpeed Internet Service with MCI includes:

(1) DSL access on a single telephone number
(2) DSL Modem and Installation Kit
(3) Up to 8 Email addresses with 10 MB storage per address
(4) Personal web space - 10 MB per Email address *
(5) My Account
(6) Personal Start Page
(7) Spam Blocker
(8) Pop-up Blocker *
*Not currently available to Macintosh users.

Cancellation of your DSL Service will result in the cancellation of email service and the deletion of all files stored in or for your account.

Email accounts exceeding 10MB in size may be inactivated until you reduce the size of the mail being stored.

IF YOU ARE PURCHASING DSL SERVICE WITH AOL, YOU MUST AGREE TO ADDITIONAL TERMS AND CONDITIONS REQUIRED BY AOL. YOU WILL NEED TO PROVIDE AN AOL APPROVED BILLING METHOD TO AOL FOR PURCHASE OF SERVICES NOT INCLUDED IN YOUR HISPEED WITH AOL SERVICE.

The Neighborhood HiSpeed Internet Service with AOL includes:

(1) DSL access on a single telephone number
(2) DSL Modem and Installation Kit
(3) AOL Account
(4) Up to 7 Email addresses
(5) Personal web space - 12 MB per Email address
(6) 5 hours of dial-up service per month (if you exceed the 5 hours, AOL will charge you via your approved AOL billing method at a rate of $2.95 per hour)

NOTE: If you have DSL Service with AOL and cancel local service with MCI or disconnect MCI DSL Service, your AOL membership will automatically continue pursuant to AOL's Terms of Service, to which you will need to separately agree before using the AOL service. MCI will not continue to bill you for this AOL account. If you do not cancel your AOL account directly with AOL, AOL will use your billing method on file to bill you at the then current monthly rate for unlimited access to the AOL service.