Long Distance Service Agreement

Thank you for selecting Shentel Communications, LLC ("Shentel") as your telecommunications service provider.

BY ENROLLING IN, USING, OR PAYING FOR THE SERVICES, YOU AGREE TO THE PRICES, CHARGES, TERMS AND CONDITIONS IN THIS SERVICE AGREEMENT. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES AND CALL US AT 540-984-5224 (TTY, 1-800-828-1120) TO CANCEL YOUR SERVICE.

Definitions

In this Service Agreement ("Service Agreement"), "you" and "your" mean the customer of Shentel services defined below, and "we," "our," "Company" and "us" mean Shentel.

"Service" or "Services" means the Shentel in-state, state-to-state and international telecommunications services you are enrolled in, use or pay for that Shentel provides. This agreement does not cover services offered by other affiliates of Shenandoah Long Distance Company, including but not limited to, local services, paging or PCS services, Internet services and cable television or video services. The services covered in this agreement are subject to billing availability and may not be available at all locations. Shentel may from time to time discontinue certain services, subject to applicable law and regulation.

"Rates and Services Schedules" contain the specific prices and charges, service descriptions, and other terms and conditions that apply to each of your services in addition to those set forth in this Agreement. You can review the Shentel Rates and Services Schedules on our web site at www.shentel.com or request a copy of the Shentel Rates and Services Schedules by stopping by our office at 106 S. Main Street in Edinburg, Virginia. Our office hours are Monday - Friday 8 a.m. - 4:30 p.m.THIS AGREEMENT INCORPORATES BY REFERENCE THE PRICES, CHARGES, TERMS AND CONDITIONS INCLUDED IN THE SHENTEL RATES AND SERVICES SCHEDULES.

Service Usage

a. Customer Responsibility. Service furnished by Shentel may be used for the transmission of communications by you or by someone that you authorize to use your Service. You are responsible for all usage and associated fees for the Service, whether or not you have authorized such usage. This Service is provided only for your use, and you may not resell, assign, or transfer your rights associated with the Service without prior written consent from Shentel. The Services provided pursuant to this Agreement are offered subject to the availability of facilities and the other provisions of this Agreement.

b. Service Orders. You must place an Application for Service with Shentel to initiate, cancel, or change the Services provided pursuant to this Agreement. (You do not have to place an order to initiate Services you are already receiving at the time this Agreement becomes effective.) All Applications for Services must provide, at a minimum, the following information: (1) your name(s), telephone number(s) and address(es); and (2) name(s), telephone number(s) and address(es) of person(s) to whom notices from Shentel to you shall be addressed, if different from (1) above.

c. Customer Damage. You shall reimburse us for damages to Shentel's facilities caused by your negligence or willful acts.

d. Special services. The procurement, construction, maintenance and provisioning of special services will be considered on a case-by-case basis.

e. Access. Access to the customer's premises may be necessary for installation and/or routine maintenance of Company facilities. The Company will notify customers in advance of such necessary access and will attempt to schedule the access at a mutually convenient time. Access must be available during regular business hours.

f. Emergency Access. Emergency access to the customer's premises may be necessary for inspection, repair and/or removal of Company facilities. Such access shall be on an unrestricted, 24-hour per day, seven-day per week basis.

g. Cancellation. The Company, by written notice to the customer, may cancel or suspend service for non-payment of any sum due to the Company and/or actions of a government agency which force discontinuance of service and/or violation of any of the terms or conditions of Shentel and/or if the Customer becomes insolvent or bankrupt, or makes a general assignment for the benefit of creditors without incurring any liability.

Charges and Payments

a. General. You agree to pay us for the Services at the prices and charges listed in the Shentel Rates and Services Schedules as adjusted from time to time. Services shall be automatically provided and billed on a month-to-month basis until terminated by you or by Shentel. The Service Plan that you select determines your monthly rate and applies to calls you initiate. The prices and charges for any particular call may depend on a number of factors listed in the Shentel Rates and Services Schedules, 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. The prices and charges for the Services may also include, for example, monthly fees, monthly minimums, or connection charges. Service types, for example, may include direct-dialed calls from home or calling card calls.

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.shentel.com, except increases to charges that are made to 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). We may provide further notices of increases to the prices and charges by notifying you of these increases by bill message or other notice.

c. Payments. You must pay all bills or invoices on time (on or before the due date specified in the bill or invoice) 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. Beginning twenty (20) days after the due date listed on the bill, a late charge of 1.5% per monthly billing period or the highest rate allowable by law will be applied to all amounts past due. The late payment charge does not apply to unpaid balances associated with properly disputed amounts. Undisputed amounts on the same bill are subject to the late payment charge if unpaid and carried forward to the next bill. If your check, bank draft, or electronic funds transfer is returned for insufficient funds, we will charge you an additional $10. If the state law where you receive the Services requires a different amount, we will charge you that amount. When payment is made by credit card, payment will also be subject to terms and conditions required by the credit card issuer.

d. Charges and Billing. Usage charges are billed after each monthly usage cycle, unless otherwise specified in the Rates and Services Schedules. Usage charges and monthly recurring charges may be billed in advance or in arrears, depending upon the Service Plan selected by you.

e. Taxes and Other Charges. All charges stated in the Rates and Services Schedules are computed by Shentel exclusive of any federal, state, local, use, excise, gross receipts, sales or privilege taxes, universal service fees, duties, surcharges, fees or similar liabilities. Such taxes, fees, surcharges, duties, liabilities or other charges must be paid in addition to the rates and charges set forth in the Rates and Services Schedules. You must pay all taxes, fees, surcharges, and other charges that we bill you for the Services. Taxes and surcharges will be in the amounts that federal, state, and local authorities require us to bill you. 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. We may require a deposit (or an advance payment as permitted by state law) to ensure payment for the Services. We may require you to make a deposit prior to or at any time after provision of any Service. The amount of the deposit will be no more than any two (2) months' estimated charges. We may increase the amount of the deposit to reflect increases in your annual bill. We will pay interest at the rate prescribed annually by the Virginia State Corporation Commission and it will accrue for the period during which the deposit is held by the Company. The fact that a deposit is made does not relieve the Customer from making advance payments or from complying with the Company's regulations for the payment of bills in accordance with the terms set and does not constitute a waiver or modification of the regulations of the Company providing for the discontinuance of Service for nonpayment of any sums due the Company for Service rendered. If you fail to pay for the Services when due, we may use the deposit without giving notice to you. Upon termination of Service, any remaining deposit (together with accrued interest) will be credited to your account and any credit balance will be refunded after all amounts due to us have been paid.

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 (911) will not be affected by this restriction. If you fail to make timely payments, we may also lower your credit limit.

h. Billing Errors. Shentel may make adjustments to charges calculated in error. You must make claims for any errors in billing or Service quality in writing within 30 days of your receiving the invoice for the billing period during which the claim arose.

Interruption of Service

a. Repair. No credit will be allowed for Service interruption in order to perform routine maintenance.

b. Service Failure. Credit for Service failure will be allowed only when such Service failure is caused by or occurs in facilities provided by the Company, and will only apply to recurring service charges, and not usage based charges. All facilities and/or Services for which the Company renders a bill for payment are considered provided by the Company whether or not the facilities and/or Services are owned and operated by the Company.

c. Negligence. No credit will be allowed for Service failures due to customer-provided facilities or negligence on the part of the customer or authorized user.

d. Notification. Credit allowance time for Service failure starts when the customer notifies the Company of the failure or when the Company becomes aware of the failure, and ceases when the facility has been restored to a working condition and an attempt has been made to notify the customer. The customer shall notify the Company of Service failures and make reasonable attempts to ascertain that the failure is not caused by the customer-provided facilities.

e. Credit. Only those portions of the Service disabled due to Service failure will be credited.

Termination or Denial of Service

a. Your Cancellation of the Services. You may change or cancel individual Services by calling the Shentel customer Service number on your Shentel bill, subject to the applicable terms and conditions in the Shentel Rates and Services Schedules. This Agreement remains in effect for any Services that you continue to be enrolled in, use, or pay for.

b. Restriction on Use of Service. You will not use the Services for any illegal, unlawful, abusive, or fraudulent purpose, including, for example, (1) for any purpose that is in violation of the law; (2) to avoid or attempt to avoid payment for the Service; (3) to interfere with or attempt to interfere with our ability to provide Services to you or other customers; or (4) to annoy, harass or abuse another person. If Shentel has reason to suspect unlawful use, abuse, fraudulent usage, interference, or actual or anticipated non-payment in connection with the Service or the Service network by you or by others using your Service, Shentel may immediately, without notice or liability, suspend, restrict, or terminate the Service. If you suspect fraudulent or unlawful use of your Service, please contact Shentel immediately at (540) 984-5224. Shentel may temporarily refuse, limit, interrupt, or curtail your Service as appropriate. Shentel may, without notice and at its option, cancel Service if your account has shown no usage for six (6) consecutive months.

c. Failure to Pay. Upon five (5) days' written 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, deposits, or any other required additional charges.

d. Outstanding Charges. If Services are suspended, restricted, or cancelled, charges will continue to accrue through the date that Shentel 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. You must reimburse us for any reasonable costs we incur, including attorneys' fees, to collect charges and other amounts owed to us. If you want us to restore Services following any such suspension, restriction, or cancellation, we may require that you pay a deposit and installation charges.

e. Credit Allowances/Service Interruptions. You may be entitled to a credit allowance as specified in the applicable Shentel Rates and Services Schedules.

Indemnification

YOU AGREE THAT WE SHALL 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 LOSSES, LIABILITIES, 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.

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.

NEITHER SHENTEL NOR ITS SUPPLIERS OF EQUIPMENT, AGENTS, OR AUTHORIZED DISTRIBUTORS OF SERVICE ARE LIABLE FOR ANY LOSS OR DAMAGE WHATSOEVER RESULTING FROM MISTAKES, FAILURE TO REACH 911, NETWORK FAILURE, UNAUTHORIZED ACCESS TO DATA, FILES, OR EQUIPMENT, INTERRUPTIONS OR DEGRADATION IN SERVICE, OR DELAYS IN TRANSMISSION.

THE LIABILITY OF SHENTEL FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM OR ARISING IN CONNECTION WITH THE FURNISHING OF SERVICE UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, DEGRADATION, ERRORS OR OTHER DEFECTS, OR MISREPRESENTATIONS SHALL NOT EXCEED AN AMOUNT EQUAL TO THE CHARGES UNDER THIS AGREEMENT APPLICABLE TO THE SPECIFIC CALL (OR PORTION THEREOF) THAT WAS AFFECTED. NO OTHER LIABILITY SHALL ATTACH TO SHENTEL.

FOR ANY OTHER CLAIM, WE WILL NOT BE LIABLE FOR MORE THAN THE AMOUNT OF OUR CHARGES FOR THE SERVICES DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 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, INCIDENTAL, 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, EXCEPT FOR THE SERVICE CREDIT AS SPECIFIED IN THE RATES AND SERVICES SCHEDULES, OR IF 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.

Warranties

EXCEPT AS THIS AGREEMENT EXPRESSLY STATES, WE MAKE NO EXPRESS WARRANTY REGARDING THE SERVICES OR THIS AGREEMENT AND DISCLAIM ANY IMPLIED WARRANTY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, NON-INFRINGEMENT, DATA ACCURACY, 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, SHENTEL EMPLOYEES, AGENTS, OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT.

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 Shentel must be provided as specified in this Agreement or the Rates and Services Schedules. Notice from you to Shentel made by calling Shentel is effective as of the date that our records show that we received your call. Shentel'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 Virginia, without regard to its choice of law rules. 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 Shentel Rates and Services Schedules) constitutes the entire agreement between us and supersedes all prior agreements, understandings, statements or proposals, and representations, whether written or oral. 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 Shentel is relying on any representations or statements by the other party or any other person that are not included in this Agreement.

h. Privacy. It is Shentel's policy not to sell or rent its personally identifiable customer information to unaffiliated companies or organizations.

Changes to Terms and Conditions

We may change this Agreement, including the incorporated Rates and Services Schedules, from time to time. If we make any changes to the prices or charges, we will comply with our notice commitments described in this Agreement. With respect to all other changes to this Agreement, they will be effective no sooner than fifteen (15) days after we post them at www.shentel.com. You may also request a copy of the revised Agreement, including revised Shentel Rates and Services Schedules for the Services you are enrolled in, by calling Shentel at 540-984-5224, or stopping by our office at 106 S. Main Street in Edinburg, Virginia.

AFTER ANY CHANGES IN THE PRICES, CHARGES, TERMS, OR CONDITIONS BY SHENTEL, YOUR CONTINUED USE, ENROLLMENT IN, OR PAYMENT FOR THE SERVICES WILL CONSTITUTE YOUR ACCEPTANCE OF THE NEW PRICES, CHARGES, TERMS, AND CONDITIONS.