HAWAIIAN TELCOM SERVICES COMPANY APPLICATION FOR DIRECTORY ADVERTISING

TERMS AND CONDITIONS GENERAL TERMS AND CONDITIONS APPLICABLE TO BOTH PRINT ADVERTISING AND INTERNET ADVERTISING

SECTION 2 PUBLISHER NOT BOUND TO PUBLISH I understand that this Application is not an agreement by Publisher to publish my advertising and Publisher may choose not to publish my advertising. Publisher may also choose not to publish any Directory. I understand that Publisher will be bound by this Application only if and when Publisher publishes my advertising, and that such publication will evidence Publisher’s agreement to publish my advertising on the terms set forth in this Application (but only as to the advertising published, and not as to any advertising listed on this Application but not published). Publication of my advertising in one issue of a Directory does not obligate Publisher to publish my advertising in any subsequent issue of the Directory. If Publisher does not publish my advertising, it will refund any money I previously paid for the advertising not published and have no further obligation to me, and I will have no further obligation to Publisher.

SECTION 3 PAYMENT FOR ADVERTISING

(a) Late Charges I will pay all bills for advertising by the due date on the bill. If I do not pay my bill by the due date, I will pay a late fee of 1.5% per month of the amount overdue. In addition, if I do not pay any bill within thirty (30) days of the due date on the bill, Publisher may require me to pay immediately all unpaid amounts I owe and will owe for all of my advertising in all Directories for the entire time the Print Directories remain in circulation and for the entire remainder of the term of any Internet Directories. Publisher may require me to pay any collection costs and attorney’s fees incurred by Publisher. Publisher also may remove my advertising from any Print Directory that has not been published or any Internet Directory.

(b) Credit Approval I authorize Publisher to contact such third parties as Publisher may deem appropriate (including without limitation, any of Advertiser’s banks, creditors and any credit reporting agency) for the purpose of verifying any information provided by Advertiser in connection with this Application and obtaining credit information regarding Advertiser.

(c) Restrictive Covenants and Conditional Endorsements No acceptance of any payment or instrument marked with any restrictive covenant or other limited or conditional endorsement shall be deemed a waiver of any of Publisher’s rights under this Application.

(d) Billing Party Bills for advertising may be submitted by Publisher, by an affiliate of Publisher, or by an unrelated party. I understand my obligations to Publisher, as they may arise throughout the period covered by this Application, shall not be enlarged or reduced as a result of any act, or failure to act, by Publisher with respect to billing or by any other billing party pursuant to the terms of its agreement with Publisher pertaining to the submission of bills on behalf of Publisher.

SECTION 4 ADVERTISING CONTENT

(a) Advertising Copy “Advertising Copy” means all content that I provide to Publisher or that is otherwise included in my advertising, including without limitation content that I authorize or request Publisher to include, or that is submitted on-line by me or any person(s) using my password(s) (“Password User(s)”), and including each copyright, trademark, trade name, service mark and name, domain name, sub-domain, website design, template, look and feel, artwork, text, name, address, telephone number, email address, statement, portrait, picture or illustration of any person, or any other intellectual property. I will furnish all Advertising Copy to Publisher prior to the deadlines set by Publisher. Publisher has the right to approve the content, form, size, wording, typography and illustrations of the Advertising Copy. I understand that Publisher may change each name, street address, Internet address and telephone number(s) or any other content in the Advertising Copy to conform to Publisher’s standards, practices and policies or to the policies of InterNIC and any third parties upon whose site or network the Advertising Copy may be published by or through Publisher . I represent that the statements contained in the Advertising Copy are truthful and not misleading and that I am authorized to provide the services and products advertised. I represent that the Advertising Copy complies with all applicable laws and regulations. I represent that I have all of the applicable licenses and permits required to provide the goods and services I am advertising (or offering or selling in connection with my Internet Advertising) in all of the geographic areas covered by the Directory and to advertise under all of the headings under which I am seeking to place my advertising. I will notify Publisher immediately if I become aware of any facts or circumstances indicating that any of my representations in this Section are, or become, untrue. Advertiser acknowledges and agrees that the size, color, font, highlighting and arrangement of enhanced listing items may be adjusted (from that appearing in any sales collateral or copy sheet and from web page to web page), and that the associated listing’s enhancement(s) may be omitted (e.g. the listing may appear as a basic listing) as a result of the user’s browser settings or the manner in which the listing is transferred to any third party prior to its display to the user.

(b) Right to Use Advertising Copy I represent and warrant that I have the absolute and unrestricted right and authority to use any and all Advertiser Copy in any media and in (or in connection with) any listing or advertisement published under this Application in the way it is used in any such listing or advertisement (or in connection with such listing or advertisement). “Advertiser Copy” means all Advertising Copy except Advertising Copy provided by Publisher. I also represent and warrant that I have the right to provide the Advertiser Copy to Publisher and the right and authority to grant Publisher the additional rights afforded by these terms and conditions (including without limitation Section 4(c) below). If my right and authority to use any Advertiser Copy, or any portion of any Advertiser Copy, changes or any proceedings contesting that right and authority are begun, I will give Publisher written notice promptly. I agree that I am solely responsible for the enforcement and protection of any of my intellectual property included in (or in connection with) my advertising. If Publisher creates or supplies any Advertising Copy for me, I agree that: (i) I am responsible for the content, but that Publisher retains all rights in and/or ownership of any such Advertising Copy and I shall not have any right therein except as expressly set forth in this Application; (ii) Publisher reserves the right to supply such Advertising Copy to other advertisers; (iii) I have no right to use advertising developed with content created or supplied by Publisher except in connection with this Application; and (iv) I shall not have the right to allow others to use such advertising or any such content.

(c) Multi-Media Distribution I grant Publisher the absolute, non-exclusive, irrevocable, royalty-free, unrestricted right, license and authority to: (i) use, reproduce, publish, publicly perform, display, distribute and prepare derivative works based upon any Advertising Copy, and any changes thereto that I or my Password Users or other agents provide to Publisher hereunder, or that Publisher or its agents may otherwise develop or use hereunder, in whole or in part, in such manner, format, and media as Publisher may deem appropriate and for such purposes as it may see fit, subject to applicable law (including without limitation, microfiche, CD-ROM, print and Internet-based information services owned or operated by Publisher, or which are otherwise powered by any such information service, and during the term of this Application and for as long as any such materials remain in circulation, in Publisher’s marketing, research and other materials), which right, license and authority shall be perpetual as to any business name, address, phone number and other basic listing information included in any Advertising Copy; and (ii) grant third parties the right, sublicense and authority to exercise all or any portion of the rights afforded Publisher under the preceding subparagraphs, subject to such terms and conditions as Publisher may deem appropriate. Publisher and its sublicensees may use any presently existing and future means of communications or transmission in their exercise of any of the rights and licenses granted above, without limitation. I further (1) represent and warrant that I am authorized to grant Publisher the rights, licenses and authorizations referenced above without the consent or authorization of any third party, and that the exercise of any such rights, licenses and authorizations by Publisher and its sublicensees will not infringe on any copyright or other intellectual property right, or right of publicity or privacy rights of any other person or entity, and (2) waive any and all rights of attribution and integrity and other statutory and common law rights of every kind relating to any Advertising Copy.

(d) Advertiser’s Obligation to Verify Information I understand that it is my obligation to verify prior to the close date of each issue of each Directory that the information provided to Publisher on this Application correctly matches the information on file with my telephone company relating to my business telephone service account by contacting the local customer service department of my telephone company.

(e) Advertising Including Information on Pricing and Promotions I agree that, in addition to otherwise complying with all policies, specifications and standards issued by Publisher with respect to pricing and/or discount percentage advertising, I will honor the prices or discount percentages quoted in my Print Advertising during the entire circulation period of the Print Directory or until a published expiration date, whichever occurs first, and that I will honor the prices or discount percentages quoted in my Internet Advertising (and online changes thereto) until it is removed from the Internet Directory or until a published expiration date, whichever occurs first. Since circulation periods can change, Advertisers are encouraged to include expiration dates in any advertising that includes this type of information. If I have authorized Publisher to include my advertising in more than one issue of a Directory, I will notify Publisher prior to the close date(s) for issues after the first issue if I wish to change the prices or discount percentages quoted in my advertising.

SECTION 5 LOCATION OF ADVERTISEMENTS AND HEADINGS I understand that Publisher will determine all headings that will appear in the Directory. Publisher may refuse to publish my advertising under a particular heading at its sole discretion. Publisher does not guarantee the position of my advertising on any specific page or position on a page of any Print Directory or under a specific heading or position within a heading in any Print or Internet Directory, or at any specific place, position, or location on the Internet Directory web page(s) or Directory listings for the World Wide Web (“WWW”), or at a specific URL address on the internet. Publisher also does not guarantee that the URL or keywords of any advertising will be placed with any particular search engine.

Headings are included for the user’s convenience, and Publisher does not warrant or guarantee that each Advertiser under a given heading provides the service or product described in that heading or conforms to all applicable legal or regulatory requirements for providing that product or service.

Publisher’s policies, practices, and procedures regarding the placement, position, or location of advertisements and headings are solely for Publisher’s internal business purposes, and Publisher shall not be liable to me for any deviation from such policies, practices , or procedures.

SECTION 6 LIMITATION OF LIABILITY I UNDERSTAND THAT, EXCEPT FOR MY OBLIGATIONS TO PAY PUBLISHER’S DAMAGES UNDER SECTION 9 (AND EXCEPT FOR MY OTHER INDEMNITY OBLIGATIONS IN ANY ADDENDUM HERETO): (1) THE TOTAL AMOUNT OF DAMAGES THAT PUBLISHER MAY RECOVER FROM ME RELATED TO THIS APPLICATION WILL NOT EXCEED THE SUM OF THE MONTHLY CHARGES OWED FOR THE ITEMS OF ADVERTISING AT ISSUE, PLUS LATE CHARGES AND OTHER COSTS PAYABLE UNDER SECTION 3; AND (2) PUBLISHER AGREES TO WAIVE ANY CLAIM FOR DAMAGES TO THE EXTENT SUCH DAMAGES EXCEED THIS AMOUNT. I AGREE: (1) THAT THE TOTAL AMOUNT OF DAMAGES THAT I MAY RECOVER FROM PUBLISHER RELATED TO THIS APPLICATION WILL NOT EXCEED THE SUM OF THE MONTHLY CHARGES I HAVE PAID FOR THE ITEMS OF ADVERTISING AT ISSUE; AND (2) TO WAIVE ANY CLAIM FOR DAMAGES TO THE EXTENT SUCH DAMAGES EXCEED THIS AMOUNT. THIS LIMITATION OF LIABILITY WILL APPLY TO THE FULL EXTENT PERMITTED BY LAW. FURTHER, IT WILL APPLY TO ANY CLAIM THAT I MAY HAVE AGAINST PUBLISHER, ANY AFFILIATE OR AGENT OF PUBLISHER, ANY PARTY THAT PROVIDES FULFILLMENT OR OTHER SERVICES RELATED TO THIS APPLICATION, OR ANY “THIRD PARTY DISTRIBUTION CONTRACTORS”. “THIRD PARTY DISTRIBUTION CONTRACTORS” MEANS THIRD PARTIES FOR WHOM PUBLISHER PROVIDES A CO-BRANDED OR PRIVATE-LABEL DIRECTORY OR THROUGH WHOM PUBLISHER OTHERWISE PROVIDES ITS DIRECTORY SERVICES.

THE CLAIMS COVERED BY THIS LIMITATION OF LIABILITY INCLUDE, BUT ARE NOT LIMITED TO: ANY CLAIMS BASED ON CONTRACT VIOLATIONS, TORTS (SUCH AS NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER LEGAL OR EQUITABLE GROUND; ANY CLAIMS FOR LOST BUSINESS REVENUES, PROFITS OR THE COST OF OTHER FORMS OF ADVERTISING; ANY CLAIMS BASED ON ANY ERROR OR OMISSION IN MY ADVERTISING; AND ANY CLAIMS BASED ON INACCESSIBILITY, INTERRUPTIONS, DELAYS, DEFECTS, DELETION OF FILES OR EMAIL, VIRUSES OR ANY FAILURE OF PERFORMANCE OF PUBLISHER.

IN NO EVENT WILL PUBLISHER, ANY AFFILIATE OR AGENT OF PUBLISHER, OR ANY THIRD PARTY DISTRIBUTION CONTRACTOR, BE REQUIRED TO CORRECT, OR TO GIVE ANY SPECIAL NOTICE REGARDING, ANY ERROR OR OMISSION IN ANY DIRECTORY.

If I do not desire to be bound by the limitation of liability described in this Section 6, I understand that I can increase the limitation of liability described herein by agreeing to pay additional charges which will be determined by mutual agreement between me and Publisher. If Publisher and I agree to, and I pay, these charges, the limitation of liability described above will not apply, but I will be bound by the higher limitation of liability to which Publisher and I agree. In no event will there be no limitation of liability related to this Application. Advertisers interested in obtaining additional information should contact Publisher’s Customer Service Department.

SECTION 7 WHEN I MUST BRING CLAIMS Advertiser and Publisher agree that they have a mutual interest in resolving any disputes promptly. Therefore, if I believe I have a claim against Publisher, any affiliate or agent of Publisher, or any third party distribution contractor, related to any Directory, I must make my claim while the issue of the Print Directory related to the claim is in circulation or, in the case of Internet Advertising, within one year of the date of the Application for the advertisement which is the subject of my claim. I agree that this provision applies to any claims I may have against Publisher or any affiliate or agent of Publisher or any third party distribution contractor related to my advertising, including any claim based on any error or omission in any advertisement. All claims against Publisher or any affiliate or agent of Publisher or any third party distribution contractor must be in writing and must be mailed to Publisher before expiration of the periods referenced above.

SECTION 8 DISCONNECTION OF ADVERTISER’S PHONE NUMBER The change or disconnection of a phone number or Internet address or the sale of the assets or business described in my advertising does not release me from any of my obligations herein. However, if prior to any failure on my part (i) to pay any amount when due or (ii) to comply with any other obligation that exists or may arise under this Application, I establish to the satisfaction of Publisher (1) that all phone numbers, street addresses and Internet addresses identified, referred to or used in any way in connection with my advertising (and of all successors, assigns and parties affiliated with, or related to, me) have been disconnected; (2) that the business (and any successor, affiliated or related business) to which my advertising relates (or may relate) has ceased operation and has not and will not be reestablished during the circulation period of the applicable Directory or Directories; and (3) that neither I nor any successors, assigns or parties affiliated with, or related to, me will receive, directly or indirectly, any further benefit from the advertising, then I will no longer be obligated to Publisher for any monthly charge for which I would otherwise become obligated beginning with the month following the month in which such establishment occurs.

SECTION 9 ADVERTISER WILL PAY PUBLISHER’S DAMAGES To the full extent permitted by law, I will pay any expenses or damages incurred by Publisher, any affiliate or agent of Publisher, any party that provides fulfillment or other services to Publisher related to this Application, and any Third Party Distribution Contractor, including all of its attorney’s fees and expenses, which expenses or damages result from claims brought by other parties regarding (a) the publication of advertising as requested by this Application or in accordance with my Advertiser Copy (or changes Advertiser makes or requests thereto) or the content on or the operation of any website(s) to which my advertising links, (b) any breach of any of my obligations, representations, warranties or covenants under this Application, (c) any communications through any Internet Advertising (or any service ancillary thereto), or any collection or use of information obtained from end users of any Internet Advertising (or any service ancillary thereto), (d) transactions initiated through any Internet Advertising (including without limitation, any taxes (or tax rates) or shipping and handling charges applied thereto), (e) payment processing services provided by any third party, or (f) any agreement or arrangement between Advertiser and any third party (including without limitation any agreement(s) between Advertiser and a third party payment processing company). I will be obligated by this Section even after the Directories in which my Print Advertising is published are no longer in circulation and even after my Internet Advertising has been cancelled.

SECTION 10 NO APPROVAL OR ENDORSEMENT BY PUBLISHER I understand that Publisher does not approve or endorse any product or service if it publishes my advertising. I will not make any representation that Publisher does approve or endorse any product or service. I also understand that Publisher may publish advertising of any other person in any Directory at any time.

SECTION 11 PUBLISHER’S COPYRIGHT IN DIRECTORY I agree that Publisher owns the copyright in each Directory and all copyrighted portions of each Directory.

SECTION 12 SUCCESSORS AND ASSIGNS This Application shall be binding on and inure to the benefit of me and my successors. Publisher may assign this Application. I may not assign any of my rights or delegate any of my duties under the Application without prior written consent of Publisher.

SECTION 13 WAIVER OF RIGHTS Except as otherwise set forth in this Application (including the provisions of Section 7), neither Advertiser nor Publisher will lose any of its rights under this Application even if it does not enforce a right or delays in enforcing a right.

SECTION 14 DISCOUNTS AND PROMOTIONS Publisher may create, revise or cancel a discount or promotional offering at any time. No discount offered regarding the current issue of any Print Directory shall obligate Publisher to offer any discount for a subsequent issue and no discount offered regarding any Internet Directory shall obligate Publisher to offer any future discounts or promotional offers.

SECTION 15 REVIEW OF PROOFS If I request and/or at Publisher’s discretion, Publisher may provide me with proofs of new display advertisements for review. I may correct inaccuracies in these proofs up to the close date/deadline set by Publisher. Publisher may require that I sign a proof sheet to approve my advertising before publishing the advertising. However, Publisher may publish my advertising without approval of such proof sheet. Additional charges may apply to any changes I request to any Internet Advertising.

SECTION 16 LINKS If my advertising contains links, I hereby: (1) grant to Publisher and its sublicensees a royalty-free unrestricted right and license to establish such links and to link users of my advertising to the website(s) designated in my advertising (and to cause the link(s) to open new browser window(s) and publish the website(s) designated by such link(s) within such window within my advertising; and (2) represent and warrant that (a) I have the right and authority to grant the foregoing right and license and that the foregoing does not infringe on any copyright or any other right of any other person, and (b) all copy and content of all websites to which my advertising links complies in all respects with all applicable laws and regulations

SECTION 17 REPRESENTATIVE MAY ACT AS SALES AGENT I understand that the Representative may be acting as a sales agent for another publisher. If the Representative is acting as a sales agent for another publisher, I agree that my contract is with the true publisher of the publication in which my advertising appears and that Publisher will not be liable for any damages related to such advertising.

SECTION 18 GOVERNING LAW Advertiser and Publisher agree that this Application and all disputes relating to this Application shall be governed by and interpreted according to the laws of the State of Hawaii without regard to the law of conflicts. Any dispute arising under or relating to the services provided under this Application shall be filed and maintained exclusively in either the State of Hawaii Circuit Court of the First Circuit or the United States District Court for the District of Hawaii. If any portion of the terms and conditions contained herein is modi­fied by statute or declared invalid, the remaining portions nevertheless shall continue in full force and effect.

SECTION 19 GENERAL DISCLAIMER

- PUBLISHER DISCLAIMS ANY OBLIGATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, THAT ARE NOT EXPRESSLY SET FORTH IN THIS APPLICATION, INCLUDING WITHOUT LIMITATION:

- PUBLISHER DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;

- PUBLISHER DOES NOT WARRANT THE NUMBER OF RESPONSES TO MY ADVERTISING, ANY OTHER BUSINESS BENEFIT OR THE SUITABILITY OF MY ADVERTISING FOR ANY BUSINESS PURPOSE; AND

- PUBLISHER DOES NOT WARRANT THE NUMBER OR PERCENTAGE OF RESIDENCES OR BUSINESSES THAT WILL ACTUALLY RECEIVE OR USE ANY DIRECTORY OR VIEW ANY HEADING OR ADVERTISEMENT.

ADDITIONALLY, PUBLISHER MAY CHANGE THE CONTENT, FORM OR APPEARANCE OF ANY DIRECTORY AT ANY TIME, INCLUDING BUT NOT LIMITED TO REMOVING, REDUCING OR EXPANDING WHITE PAGES LISTINGS OR SECTIONS. PUBLISHER MAY ALSO CHANGE THE GEOGRAPHIC AREA OR AREAS COVERED BY THE LISTINGS IN, OR THE DISTRIBUTION OF, ANY DIRECTORY.

SECTION 20 FORCE MAJEURE Neither Advertiser nor Publisher will be in breach of its obligations under this Application (other than obligations to pay monies due) in the event that, for cause or causes beyond its control, such party is unable to perform, in whole or in part, any one or more of its obligations under this Application. Such causes shall include, but not be limited to, labor disputes, governmental regulations or controls, fire or other casualty, inability to obtain materials or services, technical failure or difficulties, problems or interruptions with the internet, computer viruses, snow storms, hurricanes or other acts of God, insurrection, or any other cause not within the reasonable control of Publisher or Advertiser.

SECTION 21 ENTIRE AGREEMENT This Application (including any Publisher-provided, pre-printed addendum that has been approved by Publisher and referenced on the cover of this Application) describes the entire agreement between Publisher and Advertiser and supersedes any other verbal or written agreements regarding the Print and/or Internet Advertising listed on the cover section of this Application, except for any increase in the limitation of liability agreed to by both parties in accordance with Section 6. Neither Advertiser nor any agent of Publisher, including the Representative, may amend these terms and conditions or any pre-printed addendum or add any provision to or delete any provision from this Application or any addendum, and any such amendments, additions or deletions are void, except that the Representative may modify the Initial Term of Advertiser’s Internet Advertising by writing on the cover section of this Application.

SECTION 22 AUTHORITY The person signing on behalf of the Advertiser on the cover section of this Application, or otherwise authorizing the placement of advertising, hereby certifies that he or she is either the Advertiser, or that he or she has been lawfully authorized to sign this Application and authorize the placement of advertising on behalf of the Advertiser.

ADDITIONAL TERMS APPLICABLE TO PRINT ADVERTISING

SECTION 23 PUBLISHER I understand that the Publisher of my Print Advertising is identified in Section 1 of this Application.

SECTION 24 AMOUNT OF PAYMENT If Publisher publishes my Print Advertising, I promise to pay to Publisher the monthly rates listed on the cover section of this Application for the number of months each issue of each Directory covered by this Application is in circulation, with any partial month counted as a full month. I will also pay any general excise tax, use tax, or other taxes due on my advertising. The number of months a Directory is in circulation will be measured beginning on the first day Publisher begins distributing the Directory and ending on the first day Publisher begins distributing the next issue of the Directory. Directories typically remain in circulation for 12 months, but Publisher may at any time increase or decrease the number of months that any Directory remains in circulation by up to six (6) months. If Publisher increases or decreases the number of months the Directory remains in circulation, the number of months of advertising I must pay for will increase or decrease accordingly.

SECTION 25 BILLING Unless Publisher requires partial or full payment for my advertising before it is published, Publisher usually will bill me monthly for the advertising charges on the cover section of this Application. However, Publisher may agree to or require other billing arrangements at its discretion. Monthly billing may begin up to forty-five (45) days before or after the beginning of the distribution of a Print Directory. I will pay all bills for advertising by the due date on the bill.

SECTION 26 PUBLISHER’S OBLIGATIONS

(a) If Publisher publishes my advertising in a Directory, Publisher will include my advertising in every copy of the applicable issue of that Directory which is published. The initial distribution of the Directory will begin within forty-five (45) days of the beginning of the first month appearing on the Directory’s cover. The initial distribution of the Directory may take up to eight (8) weeks depending on factors including the area or areas covered by the Directory.

(b) Publisher will initially distribute the Directory to residents and/or businesses in the geographic area or areas covered by the Directory (“Area Residents and Businesses”), in accordance with Publisher’s business practices. After initial distribution, Publisher will distribute the Directory to new Area Residents and/or Businesses connecting to phone service, in accordance with Publisher’s business practices, throughout the period the Directory remains in circulation until Publisher’s supply of the Directory is exhausted. Publisher does not guarantee that every current or new Area Resident and Business will receive a copy of the Directory. Publisher may, but is not required to, distribute or sell the Directory outside of the geographic area or areas covered by the Directory. The geographic area or areas covered by the Directory can change from issue to issue. I may contact my sales representative or Publisher’s customer service department for information regarding the geographic area or areas covered by the next issue of the Directory.

(c) Publisher shall have sole discretion over the means and methods of distribution, which may include distributing Directories by hand, mailing Directories or distributing Directories in bulk where applicable, such as to apartment, office or governmental buildings. Publisher will make a copy of the Directory available upon request to any Area Resident or Business who did not receive the Directory unless Publisher’s supply of the Directory is exhausted. If Publisher’s supply of the Directory is exhausted, Publisher will not be required to order additional copies of the Directory.

(d) I understand that certain multi-unit buildings are not open to the general public, and that Publisher may not be able to distribute the Directory to some or all of the residents and businesses in such buildings. Accordingly, I agree that Publisher shall be deemed to have distributed the Directory to any such building by offering to deliver the Directory to the building, and that Publisher shall not be liable if any such building does not accept delivery or does not allow Publisher to distribute the Directory within the building.

(e) Publisher will advertise or otherwise promote use of its Directories in accordance with Publisher’s business practices. Publisher does not guarantee every Directory will be the subject of advertising or other promotion or that the geographic area or areas covered by the Directory will receive such advertising or other promotion. Publisher shall have sole discretion over the media, means, methods, frequency and geographic areas of such advertising and promotion.

SECTION 27 REVISIONS AND CANCELLATIONS If I wish to revise or cancel my advertising, I must do so by giving written notice to Publisher no later than 14 days from the date of this Application or by the Directory Advertising close date, whichever is earlier. If I have authorized Publisher to publish my advertising in more than one issue of a Directory, I understand that, for issues after the first issue covered by this Application: (a) I may not cancel or reduce my advertising, and (b) I may request Publisher to change my advertising by notifying Publisher in writing before the close dates for each such issue.

SECTION 28 AUTOMATIC RENEWAL I understand that this Application automatically will renew and Publisher will continue to insert my advertising in subsequent issues of the Directory, at the then prevailing annual rate, unless this Application is cancelled in writing by Representative at least 15 calendar days prior to the Directory closing date. I agree that the then current version of the terms and conditions will apply to any advertising published pursuant to this Section. Notwithstanding the foregoing, Publisher shall have no obligation to automatically renew my advertising. This Section does not apply to any advertising I have authorized Publisher to publish in more than one issue of a Directory.

SECTION 29 ADDITIONAL DISCLAIMERS Without limiting the scope of the general disclaimer in Section 19 above:

- PUBLISHER DOES NOT WARRANT THAT THE DISTRIBUTION OF ANY DIRECTORY WILL BEGIN OR END ON A PARTICULAR DAY; AND

- PUBLISHER DOES NOT WARRANT THE SPECIFIC NUMBER OF DIRECTORIES THAT WILL BE DISTRIBUTED OR ANY PARTICULAR METHOD OF DISTRIBUTION.

ADDITIONAL TERMS APPLICABLE TO INTERNET ADVERTISING

SECTION 30 PUBLISHER I understand that, with respect to my Internet Advertising, “Publisher” shall mean Hawaiian Telcom Services Company or any affiliate thereof.

SECTION 31 AMOUNT OF PAYMENT If Publisher publishes my advertising, I promise to pay to Publisher the rates listed on the cover section of this Application for the Initial Term of this Application (Section 34) and the then current rates for any additional period of advertising (Section 35), with any partial month counted as a full month. I will also pay any general excise tax, use tax, or other taxes due on my advertising. Advertiser acknowledges and agrees that the rates for Internet Advertising shown on the cover section of the Application(s) do not include any facilities or services for access or interconnection to the Internet, or any consulting or technical services or changes to Advertising Copy other than those changes, if any, included in the standard pricing for such items. Advertiser further agrees to pay for any additional services provided by Publisher according to Publisher’s then-current rates and charges for such additional services within 30 days from the date of Publisher’s invoice.

SECTION 32 BILLING Unless Publisher requires partial or full payment for my advertising before it is published, Publisher usually will bill me monthly for the advertising charges on the cover section of this Application. However, Publisher may agree to or require other billing arrangements at its discretion. I will pay all bills for advertising by the due date on the bill.

SECTION 33 PUBLISHER’S OBLIGATION For the purposes of this Application, Publisher will be deemed to have published my Internet advertising if it includes my advertising in the Hawaiian Telcom Services Company internet service database or otherwise hosts the advertising so that it is accessible to Internet users through the Hawaiian Telcom Services Company internet service in response to appropriate queries. I understand that Publisher may change the specifications of my advertising at any time upon notice. In such event, notwithstanding anything in Section 36 (Cancellation/Suspension ) to the contrary, I may cancel such advertising by providing Publisher with written notice of cancellation immediately after receipt of Publisher’s notice of changes.

SECTION 34 INITIAL TERM Subject to the provisions of Section 36 (Cancellation/Suspension) below and, except as otherwise expressly set forth on the cover section of the Application and approved by Publisher, I agree to advertise in each Internet Directory listed on this Application for an initial term (the “Initial Term”) of one (1) year beginning with respect to each item of my Internet advertising on the date Publisher publishes such item of Internet advertising.

SECTION 35 AUTOMATIC RENEWAL My advertising will continue to appear in the Directory and my Application will renew automatically after expiration of the initial term on a month to month basis, subject to the provisions of Section 36 (Cancellation/Suspension). I agree to pay Publisher for my advertising for any additional months at the then current rates unless I cancel my advertising, or Publisher cancels my advertising, in accordance with Section 36 below.

SECTION 36 CANCELLATION / SUSPENSION

(a) I may cancel my advertising for the Initial Term upon written notice received by Publisher within fourteen (14) days from the date of this Application.

(b) After the Initial Term, I many cancel my advertising by providing written notice to Publisher at least fourteen (14) days before the end of my final month of advertising.

(c) In the event I cancel my advertising during or after the Initial Term, I will remain liable for the payment of all changes incurred through the final month of my advertising.

(d) Publisher may cancel any or all of my advertising without notice at any time in its sole discretion for any reason, including without limitation, if Publisher concludes that: (i) I am in breach of any term of this Application; (ii) my advertising might be obscene or indecent; (iii) my advertising might violate a third party’s intellectual property: or (iv) my advertising might be legally actionable or otherwise objectionable for any reason.

(e) If Publisher determines, in its sole discretion, that I have violated my obligations under this Application, or any of the rules set forth above, then Publisher may temporarily and/or permanently suspend its provisioning of, my access to, and/or my ability to use my Internet Advertising, in whole or in part, without prior notice.

SECTION 37 SECURITY/ ELECTRONIC TRANSACTIONS. I agree that no one other than Publisher or Publisher’s agent may modify any Directory, any portion of any Directory or any other website related to this Application, and that no one other than Publisher or Publisher’s agent may provide any additional service or services in relation to any Directory, any portion of any Directory or any other website related to this Application (except that Password Users may make changes to advertising to the extent permitted by Publisher in its sole discretion). I acknowledge that I am responsible for maintaining and ensuring the security of any and all passwords I obtain from Publisher or its contractor in connection with my Advertising, and that I will be directly responsible for all conduct, acts or omissions on the part of any Password Users. Advertiser acknowledges and agrees that Password Users may be called upon to indicate their consent or agreement through their conduct online. I acknowledge and agree that the conduct of any password users in clicking on any on-screen buttons, or engaging in any other similar conduct, will be legally sufficient for all purposes to bind me, to the same extent as though evidenced by my original signature.I HEREBY WAIVE ALL CLAIMS OR DEFENSES, KNOWN OR UNKNOWN, NOW EXISTING OR HEREAFTER ARISING, WHICH ARE INCONSISTENT WITH THE FOREGOING ACKNOWLEDGEMENTS, INCLUDING WITHOUT LIMITATION, ANY CLAIMS AND DEFENSES THAT ANY PASSWORD USER(S) LACKED PROPER AUTHORITY TO BIND ME, OR WERE OTHERWISE ACTING OUTSIDE THE SCOPE OF ITS AUTHORITY. Publisher may revoke my Password or deny me or any Password User access to my back office, in whole or in part (including without limitation the website edit tool) at any time in Publisher’s reasonable discretion. I acknowledge that the server space upon which Internet Advertising is hosted, and the Internet connections through which any transactions conducted in connection with e-commerce enabled advertising, will be unsecure, unless otherwise indicated by Publisher in writing.

SECTION 38 DOMAIN NAMES

(a) If, within this Application, I authorize Publisher to host any website Internet Advertising at any extension or subdomain of any of Publisher’s web domains which Publisher deems appropriate, I understand that I may only use such extension or subdomain for the limited purpose of promoting my advertising during the term of this Application, or for so long as Publisher may use it in the hosting of the website, whichever ends earlier.

(b) At my request, Publisher may, but is not required to, assist me in obtaining and/or managing a custom domain name to use in connection with the Internet Advertising subject to this Application. I acknowledge it is my sole responsibility to confirm that any custom domain name for which I have requested Publisher's assistance in registering and/or renewing has in fact been registered and/or renewed, and I waive any and all claims that I may have, or which may later arise, known or unknown against Publisher, for any loss, damage, claim or expense arising out of, or related to, the acquisition, evaluation, registration, renewal, administration, or use of any custom domain

name(s) used in connection with the Internet Advertising hereunder. Publisher retains all rights and administrative responsibilities for any such custom domain name. I acknowledge that I have sole responsibility for conducting any trademark searches or similar activities which may be necessary or appropriate in relation to the selection of a custom domain name, and Publisher shall have no liability or obligation to me whatsoever in the event of any third party claims against me relating to the registration and/or use of any such custom domain name.

(c) I am solely responsible for any costs associated with the purchase of any domain names.

(d) Publisher may, at its sole discretion, reject the use of any domain name that fails to meet its policy for appropriateness of publication.

SECTION 39 ADDITIONAL DISCLAIMERS Without limiting the general disclaimer in Section 19 above:

- PUBLISHER DOES NOT WARRANT THAT MY ADVERTISING WILL BE PUBLISHED OR WITHDRAWN ON A PARTICULAR DAY;

• PUBLISHER DOES NOT WARRANT THAT A SPECIFIC NUMBER OF PERSONS WILL ACCESS OR DOWNLOAD THE DIRECTORY, ANY PORTION OF THE DIRECTORY, ANY HEADING OR ANY ADVERTISING (AND DOES NOT OTHERWISE WARRANT THE EFFECTIVENESS OF ANY INTERNET ADVERTISING OR ANY SERVICE ANCILLARY THERETO);
• PUBLISHER DOES NOT WARRANT THAT THE HAWAIIAN TELCOM SERVICES COMPANY INTERNET SERVICE, ANY INTERNET ADVERTISING OR ANY SERVICE ANCILLARY THERETO WILL BE UNINTERRUPTED OR ERROR FREE AND DOES NOT WARRANT ANY CONNECTION TO OR TRANSMISSION OVER THE INTERNET;
• PUBLISHER DOES NOT WARRANT THAT MY ADVERTISING WILL BE PLACED ON ANY CO-BRANDED OR PRIVATE-LABEL VERSION OF PUBLISHER'S INTERNET DIRECTORY (OR ANY OTHER VERSION PROVIDED THROUGH A THIRD PARTY DISTRIBUTION CONTRACTOR);
• PUBLISHER MAKES NO WARRANTIES AND SHALL HAVE NO LIABILITY REGARDING SERVICES PROVIDED BY THIRD PARTIES (INCLUDING WITHOUT LIMITATION ANY INTERNET SERVICE PROVIDER OR LOCAL EXCHANGE CARRIER)

ADDITIONAL TERMS APPLICABLE TO “CLICK-TO-CALL” SERVICES

SECTION 40 “CLICK-TO-CALL” SERVICES The “click-to-call” services are comprised of a “click-to-call” button on the Internet Directory associated with Advertiser’s business listing , which button enables a voice over internet protocol (“VOIP”) calling service that provides interested end users of the Internet Directory with the ability to initiate a PC-to-phone or phone-to-phone call to Advertiser, after clicking on Advertiser’s “click-to-call” button . For purposes of this Application, the “click-to-call” services shall be referred to as “Internet Advertising”. I acknowledge and agree that:

(a) Publisher will be deemed to have fulfilled its obligations regarding the “click-to-call” services if it includes a “click-to-call” button next to my listing in the Internet Directory;

(b) The “click-to-call” services do not include any wire-line, wireless or other telephone service or equipment, and Publisher is not obligated to provide me with any software or hardware, notwithstanding anything to the contrary;

(c) Subject to Publisher’s acceptance of my Application, my payment of all applicable fees, and my further adherence to the terms and conditions of this Application and such rules as Publisher may promulgate from time to time, I will be able to market my products and services to interested parties who call me through the “click-to-call” services after clicking on my “click-to-call” button;

(d) Under no circumstances will Publisher have any obligation to provide me with information regarding end users of the “click-to-call” services.

SECTION 41 YOUR USE OF “CLICK-TO-CALL” SERVICES . I acknowledge and agree that I am responsible for all matters related to how I use the “click-to-call” services, including without limitation, my choice of telephone service and telephone equipment. I further acknowledge, covenant and agree that:

(a) No Right of Resale I will not resell any “click-to-call” services.

(b) Compliance with Laws I will not use or permit others to use the “click-to-call” services in ways that violate any local, state, national, or international law or applicable regulations, or infringe the rights of others. For example, I will not violate any laws relating to defamation, obscenity, fraud, deceptive trade practices or privacy in connection with my use of the “click-to-call” services.

(c) Miscellaneous Rules I will not:

(i) Provide false information on my Application or copy sheet, or fail to notify Publisher of any change in my telephone number associated with my “click-to-call” button;

(ii) Make any communications through the “click-to-call” services that are unlawful, harmful, threatening, abusive, invasive of another's privacy, harassing, defamatory, slanderous, vulgar, obscene, indecent, hateful, racist, embarrassing or otherwise objectionable to any other person or entity as determined by Publisher in its sole discretion;

(iii) Engage in any other conduct that inhibits any other person from using or enjoying the Hawaiian Telcom Services Company internet website and/or the “click-to-call” services; or

(iv) Use the “click-to-call” services in any other manner that, in Publisher’s sole discretion, is inconsistent with the purpose of the “click-to-call” services.