Louisiana Competitive Telecommunications, Inc.
INTERNET SERVICES AGREEMENT
TERMS AND CONDITIONS

This Agreement ("Agreement") sets forth the terms and conditions under which Louisiana Competitive Telecommunications, Inc. ("Provider") will use commercially reasonable efforts to provide service by which you will gain Internet access at your home.

1. THE SERVICE

1.1 Provider will use commercially reasonable efforts to provide you with Service by which you will gain Internet access ("the Service") from a single computer connection in your home.

1.2 No representation, warranty, term or condition other than as specifically set forth in this Agreement shall be binding on Provider or any of its contractors relating to the subject matter of this Agreement.

1.3 Louisiana Competitive Telecommunications reserves the right to change the rates and otherwise modify these Terms and Conditions by notifying you 10 days in advance of the effective date of the change. If you do not request your service to be terminated, it will be conclusively presumed that you consent to the new.

1.4 A contractor or subcontractor of ISP Alliance, Inc. ("ISPA"). You acknowledge that: (1) all rights and protections afforded to Provider in this Agreement shall extend as well to ISPA such that ISPA may assert any and all rights of Provider against you just as if ISPA were Provider hereunder and (2) your rights under this Agreement are subject to the terms of any agreements through which Provider acts as a contractor or subcontractor of ISPA.

2. GENERAL SUBSCRIBER OBLIGATIONS

2.1 You are signing this Agreement on behalf of yourself and any person who accesses the Service through your home computer, under your screen name or password, or through the telecommunications connection in your home. You assume responsibility to ensure that all such other users understand this Agreement and comply with its terms.

2.2 You represent and warrant that you are at least 18 years of age. You may at your discretion permit persons under 18 years of age to use the Service, and you acknowledge that you are responsible to provide adult supervision. You acknowledge further that the Service provides full access to the Internet without restriction. The Service is not intended to be used to enable persons under 18 years of age to obtain material that is prohibited by law to be sent or displayed, including material deemed to be indecent or obscene.

2.3 The Service is provided to you at your residence. You may not transfer your subscription or your rights and obligations under this Agreement to any other person or to yourself at a new residence.

2.4 ACCEPTABLE USE POLICY FOR INTERNET ACCESS

Please read this Policy, and the Terms and Conditions for Dial-Up Services carefully before opening or continuing a account with us. By using our services, you agree to comply with this Acceptable Use Policy, and we may terminate your account if you fail to comply with this policy.

IF YOU DO NOT AGREE TO BE BOUND BY THIS POLICY, YOU SHOULD IMMEDIATELY END YOUR USE OF OUR SERVICES AND OUR SOFTWARE AND NOTIFY US SO THAT WE MAY INITIATE A CLOSURE OF YOUR ACCOUNT.

2.4.1. INTRODUCTION

This Acceptable Use Policy ("AUP") governs your use of the Internet services ("Service") provided by us (the "ISP"), whether you subscribe to the Service or not, and you agree to all the terms set forth herein.

Generally, ISP does not monitor or edit the content posted by users of the Service or other Internet services that may be available on or through the Service (e.g., newsgroups, chat rooms, message boards, etc.). However, ISP and its agents reserve the right at their sole discretion to remove any content that, in ISP's judgment, does not comply with the AUP or is otherwise harmful, objectionable, or inaccurate. ISP is not responsible for any failure or delay in removing such content.

In addition, ISP may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Your violation of this AUP may result in the suspension or termination of either your access to the Service and/or your ISP account. This AUP should be read in conjunction with our Internet Service Agreement and other policies.

2.4.2. VIOLATIONS

The following constitute violations of ISP's AUP:

(A) Using the Service to gain unauthorized access to any computer systems.
(B) Using the Service to transmit any material (by email, uploading, posting, or otherwise) that, intentionally or unintentionally, violates any applicable local, state, national or international law, or any rules or regulations promulgated thereunder.
(C) Using the Service to interfere with access to the Internet by other parties or disrupt the network used by ISP.
(D) Using the Service to harm, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, race, ethnicity, age, or disability.
(E) Using the Service to transmit any material (by email, uploading, posting, or otherwise) that threatens or encourages bodily harm or destruction of property.
(F) Using the Service to harass, threaten, embarrass or cause distress, unwanted attention or discomfort upon another.
(G) Using the Service to make fraudulent offers to sell or buy products, items, or services or to advance any type of financial scam such as "pyramid schemes," "ponzi schemes," and "chain letters."
(H) Adding, removing or modifying identifying network header information in an effort to deceive or mislead.
(I) Using the Service to transmit any unsolicited commercial email or unsolicited bulk email is prohibited. Activities that have the effect of facilitating unsolicited commercial email or unsolicited bulk email, whether or not that email is commercial in nature.
(J) Using the Service to access, or to attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of ISP's or another entity's computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of data.
(K) Using the Service to transmit any material (by email, uploading, posting, or otherwise) that infringes any copyright, trademark, patent, trade secret, or other proprietary rights of any third party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorized transmittal of copyrighted software.
(L) Using the Service to collect, or attempt to collect, personal information about third parties without their knowledge or consent.
(M) Using the Service to harm minors in anyway.
(N) Reselling the Service without ISP's authorization.
(O) THE LCT-CORP.NET STANDARD ACCESS/SCHOOL & GOVERNMENT PLANS ARE NOT INTENDED FOR LONG-TERM CONNECTIONS. SESSIONS ON THE DIAL-UP ACCOUNTS WHICH EXCEED A REASONABLE TIME MAY BE TERMINATED IN ORDER TO PROTECT NETWORK RESOURCES AND PRESERVE SERVICE AVAILABILITY FOR OTHER USERS. TO PREVENT ABUSE, WE'VE CALCULATED NORMAL INTERNET USAGE TO BE NO MORE THAN 8 HOURS A DAY EVERY DAY (240 HOURS A MONTH). IT IS VERY RARE FOR ANYBODY TO USE THAT MUCH. IF YOU USE MORE THAN 240 HOURS PER MONTH CONSISTENTLY, YOU WILL NEED TO APPLY FOR A DEDICATED CONNECTION. LCT-CORP.NET RESERVES THE RIGHT TO DISCONNECT NON-DEDICATED DIAL-UP CONNECTIONS EXCEEDING 8 HOURS IN CONNECTION DURATION AND TERMINATE ABUSIVE ACCOUNTS. IN THE EVENT LCT-CORP.NET DETERMINES THAT AN ACCOUNT IS EXCEEDING THE RELEVANT BANDWIDTH OR DISK UTILIZATION OR FREQUENTLY EXCEEDING REASONABLE SESSION TIMES FOR DIAL-UP ACCOUNTS, THE ACCOUNT OWNER WILL GENERALLY BE NOTIFIED BY E-MAIL. IF THE EXCESS USE CONTINUES AFTER SUCH NOTIFICATION, THE OWNER MAY BE REQUESTED TO UPGRADE THE ACCOUNT'S SERVICE AGREEMENT OR TO MODIFY THE ACTIVITY CREATING THE EXCESS USE, OR THE ACCOUNT MAY BE TERMINATED.

2.4.3. REVISIONS BY ISP OF THIS AUP ISP reserves the right to revise, amend, or modify this AUP, our Internet Service Agreement and our other policies at any time and in any manner. Any revision, amendment, or modification will be posted in accordance with the terms of the Internet Service Agreement.

3. PAYMENT TERMS

3.1 You agree to pay an initiation fee and a monthly recurring charge for the Service. You agree to pay all applicable federal, state and local fees or taxes.

3.2 Provider reserves the right to change the amount of fees and charges from time to time at its discretion and upon reasonable notice to you.

3.3 Initiation fees are due at the initiation of the Service. Monthly charges are payable in advance. Failure to pay all bills within 30 days of billing will cause disconnection and/or imposition of a LATE PAYMENT CHARGE at a rate of one and one-half percent (1 «%) per month for any outstanding fees or portions thereof not paid as provided herein. Provider may charge a reasonable service fee for all returned checks and bank card or charge card chargebacks.

3.4 If you discontinue the Service or are disconnected, you agree to pay a reconnect charge before reconnection.

3.5 You will be responsible for all expenses (including reasonable attorney's fees)incurred by Provider in collecting any unpaid amounts due in accordance with this Agreement.

4. COMPUTER EQUIPMENT REQUIREMENT In order to make use of the Service, you must have, as a minimum, one of the types of computer equipment and software suites listed below installed on your home computer (the "Home Computer"):

PC EQUIPMENT REQUIRED: 486 processor or higher, with at least 16MB RAM, 30+ MB hard disk space available, CD-ROM drive, 33.6 Kbps modem, and either Windows 3.1, Windows95, Windows 98, or NT operating system.

MACINTOSH EQUIPMENT REQUIRED: 68030 processor, 16MB RAM, 30+ MB hard disk space available, CD-ROM drive, 14.4 Kbps modem, and MacOS 7.6.1 or above.

5. USER BACK UP RECOMMENDATION: In order to install certain materials which may be provided to you in connection with the Service or may be required to make use of the Service, it may be necessary to open the Home Computer. When software is installed on the Home Computer, the system files may be modified. Provider does not warrant that the opening of the Home Computer or the installation of software will not disrupt the normal operations of the Home Computer or cause the loss of files. FOR THESE AND OTHER REASONS, PROVIDER RECOMMENDS THAT YOU BACK UP ALL FILES PRIOR TO INSTALLATION.

6. OWNERSHIP AND USE OF EQUIPMENT AND SOFTWARE

6.1 Any equipment supplied and installed by Provider under this Agreement shall at all times remain the property of Provider or its third party contractors and must be returned to Provider in good condition at the termination of service. You will use reasonable care to avoid damaging the equipment and will not move, relocate, alter, sell, lease, assign, encumber or otherwise tamper with the equipment. If the equipment is not returned to Provider in good condition immediately upon termination, you will be charged and you agree to pay an amount as reasonably determined by Provider for its replacement.

6.2 Provider grants you a limited, non-exclusive license to use any software provided and installed by Provider for use in connection with the Service only. You may make one copy for archival purposes only. The license terminates upon termination of this Agreement, disconnection or discontinuance of the Service. Upon termination, discontinuance or disconnection, you will promptly destroy all such software and any copy you have made.

7. SERVICE AND PERFORMANCE: Provider will make reasonable efforts to assure that the Service is available to you 24 hours per day, seven days per week. It is possible, however, that there will be interruptions of service. If an outage condition is known sufficiently in advance, Provider may attempt to provide you with electronic mail notification.

8. CUSTOMER USE.

8.1 The Service is a telecommunications service for personal use. You agree not to resell or redistribute access to the Service in any manner. Provider reserves the right to disconnect or reclassify the Service to a commercial grade for failure to comply with any portion of this provision.

8.2 You agree to abide by the policies of the Service as they are electronically posted and modified from time to time. A copy of the current policies are set forth in Exhibit B. You agree not to use the Service or any equipment or software provided by Provider:

a) for any illegal purpose,

b) to achieve unauthorized access to any computer systems,

c) to achieve unauthorized access or distribution with regard to any software, data, or material protected by copyright, patent, trademark, or trade secret law,

d) to copy, distribute or sublicense any software provided by Provider, except that you may make one copy of each software program for back-up or archival purposes only,

e) for excessive data transfer which interferes with the experience of other users,

f) to interfere with access to the Internet by other parties or disrupt the network used by Provider,

g) to harass, threaten, embarrass or cause distress, unwanted attention or discomfort upon another user,

h) to post or transmit any unsolicited advertising, promotional materials or other forms of solicitation to other customers, except in those areas that are designated for such a purpose, or

i) to post or transmit any sexually explicit, hateful, vulgar, threatening, abusive, harassing, defamatory, or racially, ethnically or otherwise objectionable material.

In the event of your violation of any of the above, Provider reserves the right, in its sole discretion, to take any one or more of the following actions:

a) remove those materials that violate these policies,

b) hold you liable for any damages resulting from the violation of these policies,

c) terminate this Agreement and your continued purchase of the Service.

9. SUPPORT AND MAINTENANCE

9.1 If your use or modification of the software, hardware or equipment supplied by Provider requires a visit to your home for repair or correction, Provider reserves the right to charge you for the visit and labor required to correct the situation. Provider does not undertake to correct or repair software, hardware or equipment which it does not supply.

10. CHARGES FOR ON-LINE SERVICES/ INTERNET TRANSACTIONS

10.1 Through use of the Service, you may access certain information, products, and services from persons other than Provider for which there is a charge, including certain on-line services such as America Online and CompuServe. YOU AGREE THAT ALL SUCH FEES OR CHARGES FOR ON-LINE SERVICES, PRODUCTS, OR INFORMATION ARE YOUR SOLE RESPONSIBILITY AND NOT THE RESPONSIBILITY OF PROVIDER.

10.2 YOU ARE ALSO ADVISED THAT YOU ARE SOLELY RESPONSIBLE FOR PROTECTING THE SECURITY OF YOUR CREDIT CARD OR OTHER FINANCIAL INFORMATION FROM UNWANTED OR UNAUTHORIZED CHARGES FOR INTERNET- BASED TRANSACTIONS.

10.3 PROVIDER DOES NOT ENDORSE OR WARRANT ANY THIRD PARTY PRODUCTS, SERVICES OR CONTENT THAT ARE DISTRIBUTED OR ADVERTISED OVER THE SERVICE.

11. LIMITATION OF LIABILITY; NO WARRANTIES

PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY, MADE ON BEHALF OF PROVIDER, ISPA, AND ALL THEIR AFFILIATES.

11.1 Damage To Your Home Computer. Except in cases of Provider's negligence, Provider assumes no responsibility for any damage to or loss or destruction of the Home Computer.

11.2 Damage, Loss Or Destruction Of Software Files And/Or Data. Provider assumes no responsibility whatsoever for any damage to or loss or destruction of any of your software, files, data, or peripherals which may result from your use of the Service, or from the installation, maintenance, or removal of the Service, equipment or software. Provider does not warrant that any datato you will be transmitted in uncorrupted form or within a reasonable period of time.

11.3 NO WARRANTIES/LIMITATION OF LIABILITY. PROVIDER MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL EQUIPMENT, SOFTWARE, AND SERVICES ARE SUPPLIED AS IS. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES ARISING IN ANY MANNER OUT OF THE INSTALLATION, MAINTENANCE, FAILURE, REMOVAL OR USE OF THE EQUIPMENT, SOFTWARE OR SERVICE.

11.4 No Liability For Unauthorized Access. Provider treats private communications on or through its network as strictly confidential and does not access, use, or disclose the contents of private communications. However, the applicable telecommunications network is a shared network used by subscribers to telecommunications services. Since the network is shared and beyond the network the Internet does not provide security, others may access or monitor your traffic. Provider does not warrant that any data or files sent or received by you over the network, or communications directed to or received from outside of the network, will not be subject to unauthorized access by others or that other users will not gain access to your Home Computer. Provider has no responsibility and assumes no liability for such acts or occurrences. If you choose to run applications from your Home Computer which permit others to gain access to it, you must take appropriate security measures. Provider is not responsible for and assumes no liability for any damages resulting from the use of such applications. Provider is not responsible and assumes no liability for damages resulting from others accessing the Home Computer.

11.5 No Liability For Viruses. Provider makes no representation or warranty that any software installed on the Home Computer or which you may download from the Internet, on-line service provider, or other information provider does not contain any virus or other damaging or destructive attribute. Provider has no responsibility and assumes no liability for such acts or occurrences.

11.6 No Liability For Content. While Provider supplies access to the Internet, it is not the publisher of any information provided by others through the Internet. Provider does not review, censor, or monitor and is not in any manner responsible for any programs or content sent or accessed over the Internet or made available by any individual, user, information provider, on-line service, or content provider. Such content or programs may include, but are not limited to, programs or content of an infringing, inaccurate, abusive, profane, or sexually offensive nature. All content from other parties accessed via the Service is accessed by you and those you have authorized, all at your own risk, and Provider assumes no liability whatsoever for any claims, losses, actions, damages, suits or proceedings arising out of or otherwise relating to such content accessed using the Service.

11.7 No Liability for Parental Empowerment Tools. While you may license certain blocking and filtering software developed by others that empower parents and teachers to restrict their children's and students' access to objectionable or inappropriate material and to protect them from disclosing personal or other information, Provider is not the publisher of this software. Provider is not in any manner responsible for the effectiveness of these blocking and filtering technologies.

11.8 No Liability for Long Distance Charges. Louisiana Competitive Telecommunications/Pace Communications assumes no responsibility for long distance telephone charges that may occur when a customer accesses the LCT-CORP.NET internet service.

12. INFRINGEMENT: While Provider believes strongly in copyright law and other laws that protect the rights of persons transmitting communications within and outside of its network, Provider in most instances merely provides carriage of material contained in electronic communications, browser software, and access to networks and facilities not under its control. Provider assumes no liability whatsoever for any losses, claims, damages, expenses, liabilities or costs (including legal fees) arising out of or in connection with any allegation, claim, suit or other proceeding based upon a contention that the use of the equipment, software, or Service by you or a third party infringes the copyright, patent, trademark, trade secret or other industrial or intellectual property rights or contractual rights of any third party.

13. TERMINATION

13.1 You may terminate this Agreement at any time. Any equipment and other material of Provider must be returned within 15 days to avoid additional charges.

13.2 Provider does not visit your home upon termination to restore or reconfigure the Home Computer.

14. ASSIGNMENT Neither this Agreement nor any of your rights or obligations hereunder shall be assigned by you, in whole or in part, or by operation of law or otherwise, without the prior written consent of Provider. Any attempt to sublicense, assign or transfer this Agreement or any rights of you herein, by any means or in any form, without the prior written consent of Provider shall be null and void. Provider may assign this Agreement to any party controlling, controlled by, or under common control with Provider.

15. AMENDMENT No additional terms, consent, waiver, alteration or modification of any provision of this Agreement shall be binding unless in writing and signed by an authorized representative of both parties.

16. WAIVER AND SEVERABILITY Failure by either party to enforce at any time any of the provisions of this Agreement shall not constitute a waiver of such provision nor in any way affect the validity of this Agreement or any part thereof or the right of the other party thereafter to enforce the provisions hereof. The provisions of this Agreement are severable, and any provision of this Agreement that is determined to be void or unenforceable by a court of competent jurisdiction shall not affect the enforceability of the remaining provisions herein, and the remaining provisions shall be enforced as if this Agreement was originally written without the invalid provision. All exhibits or schedules attached hereto are incorporated herein by reference.

17. FORCE MAJEURE Neither party shall be liable for any delay or failure in performance of this Agreement if caused by an act of God or any factor beyond control of the party, or as a result of a third party other than Provider or you, including, but not limited to, (i) failure of the other party to comply with its obligations and responsibilities hereunder or to provide materials or information specified herein or (ii) failure in operation of the relevant portion of the Internet due to a technology failure (other than arising out of the neglect or mishandling by either party hereunder). In any such event, the date of the party's performance shall be deferred for a period of time equal to the time lost by reason of such act of God or other factor beyond control, provided that the delayed party shall cooperate with the other party in minimizing any adverse impact of such occurrence.

18. NOTICES All notices required by or relating to this Agreement shall be in writing and shall be sent to the parties to this Agreement at their address set forth below or to such other address as either party may substitute by written notice to the other.

19. GOVERNING LAW This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Louisiana without giving effect to its conflict of laws. Any litigation or legal action to enforce or interpret this Agreement shall be filed and heard only in the state court located in Abbeville, Louisiana or federal court located in Lafayette, Louisiana, and Customer consents and submits to the exclusive jurisdiction and venue over any action, suit, or other legal proceeding that may arise out of or in connection with this Agreement in such courts. If any legal action is brought by either party relating to this Agreement, the prevailing party will be entitled to reimbursement by the other party of its reasonable attorneys' fees and related expenses.

20. ENTIRE AGREEMENT This Agreement and the exhibits and schedules hereto constitute the entire understanding of the parties with respect to the subject matter hereof and shall supersede all proposals and prior agreements and understandings, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. In the case of any conflict between this Agreement and any of the Exhibits hereto, the terms and conditions of this Agreement shall control and govern.