Master Service Agreement

This Master Service Agreement (hereinafter “MSA”) is entered into by and between the signatory (hereinafter “Customer”) and the telecommunications service provider Copper Valley Telephone Cooperative and its subsidiaries, Copper Valley Long Distance, and Copper Valley Wireless, dba Copper Valley Telecom (hereinafter “CVT”).

CVT agrees to provide service to Customer, and Customer agrees to purchase service – including but not limited to, wireless, landline, long-distance, internet, Wi-Fi, and Small Business IT (each, a “Service”; collectively, the “Services”) – subject to the terms and conditions of the MSA and in CVT’s general and special tariffs filed with the local state public service commission as modified from time to time. By accessing and using one or more Services provided by CVT, the Customer hereby agrees to be bound by CVT’s Master Service Agreement and the bylaws, policies, rules, and regulations of CVT as applicable, as updated from time-to-time by CVT. If updated, the MSA will be posted to CVT’s website at www.cvtc.org/terms-and-conditions. Customer agrees to pay the provider a monthly fee established by CVT for the Services; the fee may be updated from time to time by the provider. CVT reserves the right to modify or waive the requirements contained herein at any time and without notice.

AGREEMENT

Customer should read MSA in full prior to signing this agreement. Any blank spaces for information should be filled in at the time of signing. The Customer is entitled to a filled-in copy of the MSA at the time of signing.

This agreement is covered by State of Alaska and federal laws, and the Customer has the rights of a buyer under such laws. Customer agrees that any disputes under this agreement shall be resolved only by arbitration or small-claims court, and Customer waives any right to a judge or jury in any arbitration.

To the extent that Customer may in any jurisdiction claim sovereign immunity for itself or its assets, Customer hereby waives any otherwise applicable sovereign immunity with respect to any action that may be brought by CVT to enforce or interpret this Agreement or to any dispute arising out of or relating to this Agreement, including, but not limited to, actions or measures taken to recover amounts owed by Customer to CVT or the return of property owned by CVT in Customer’s possession.

Should any term or provision of this Agreement, or any portion thereof, be deemed invalid or unenforceable, such invalidity or unenforceability shall not affect the remainder of this Agreement, which shall remain full enforceable in accordance with its terms giving full effect to the evident intent of the parties.

Both Customer and CVT having had the opportunity to review the Agreement with the counsel of their choice, agree that the rule of construction that a contract be strictly construed against the drafter shall not apply.

This Agreement constitutes the complete and exclusive understanding of the parties, and supersedes all prior sales proposals, negotiations, agreements and other representations or communications, whether oral or written. If there is any conflict between the term and conditions of any other purchase or sales document and the term and conditions of this Agreement, this Agreement shall control. The representative executing this Agreement on behalf of Customer represents that they are duly authorized to enter into this Agreement on its behalf and Customer promises to indemnify and hold CVT harmless from any and all costs and damages, including attorney’s fees, incurred by reason of a lack of such authority.

This Agreement may be executed in counterparts and transmitted electronically or by facsimile. Each such counterpart shall constitute an original, and all counterparts together shall be deemed a single document.

ACCEPTABLE USE

This agreement is subject to, and incorporates by reference, CVT’s Acceptable Use Policy Customer Service Agreement, as they may be amended from time to time. Additional information can be obtained at www.cvtc.org/acceptable-use and www.cvtc.org/tariffs

TERMS

The pricing, discounts, speeds, and usage allowances for Services are subject to change at the discretion of CVT. Customers may opt-in to promotions that may require a contract for a specified time and may have an additional addendum to the terms and conditions. If the Customer chooses to disconnect or discontinue Services before the term on the contract is up, Customer is liable for an early termination penalty.

CUSTOMER TYPES

At CVT, we understand that our customers have diverse needs, and we proudly serve a variety of customer types—Residential, Business Basic, and Business Enterprise.

Residential customers are individuals who require telecommunications services for personal, non-commercial use.
Business Basic customers are commercial entities that rely on telecommunications for essential daily operations, such as small offices, professional services, or boutique retailers.
Business Enterprise customers are commercial entities with more advanced networking needs, requiring robust telecommunications solutions to support complex systems and operations, such as large offices, hotels, hospitals, schools and libraries.

DEPOSITS

All new Customers who have not established credit with CVT through previous service must establish credit through one of the following methods:

Customer may submit a letter of credit reference from another telephone or utility company with which the customer has had a recent account. If report is returned from the company as unfavorable the Customer will be required to pay a deposit as outlined below prior to the activation or reactivation of services.
CVT will run a credit check or payment history review on the Customer. If credit check results are unfavorable or if the Customer has a previous unsatisfactory payment record with CVT, the Customer will be required to pay a deposit as outlined below prior to the activation or reactivation of services.

Deposits are payable in cash, money order or billed to a Visa or MasterCard credit card held in the Customer’s name. Deposit is eligible for a refund after one year of no late payments (12 consecutive months) or will otherwise be returned 60 days after termination of service.

Landline & Long-Distance Service & Toll Deposit – Deposit amount is equal to two months of estimated toll and local services.
Internet Only Deposit – Deposit amounts may be up to $90 per internet agreement based upon credit check.
Wireless Deposit – Deposit amounts may be up to $200 per wireless agreement based upon credit check.
Customers who do not reside within CVT’s service area may be required to pay a $1000 deposit per wireless agreement.

BILLING PRACTICES

Services are billed monthly by CVT. The monthly payment for Services is due and payable through the terms and conditions associated with CVT’s monthly billing statement. CVT invoices are available on the first business day of each month. Customers are given until the last day of the month to pay that month’s bill. Any overpayment will be applied to the next month’s bill.

CVT’s wireless usage cycle is from the 21st of one month through the 20th of the following month. Calls are rated and billed on the 1st of the next month. Device fees are billed in advance, with a one-month minimum, and are prorated for partial months.

DELINQUENCIES, DISCONNECTS, & REINSTATEMENT

CVT considers accounts to be delinquent when a Customer fails to make any payments within fifteen days of the due date; Customer cancels the Agreement; CVT cancels the Customer Agreement for good cause; Customer breaches any covenant, representation or warranty hereunder, or default in the performance of any other obligation which is not cured within ten days after written notice to Customer; or CVT terminates Services for breach (each a “Default”). Upon a Default, CVT has the right to require the Customer to immediately pay the remaining balance due to CVT in full and pay CVT actual and reasonable costs of collection.

Customer credit card on file may be charged for all amounts more than 30 days past due. A $27 fee may be charged for returned checks and declined credit cards. Customer is responsible for all costs incurred by CVT for the collection of any unpaid account in Customer’s name or to the account.

Delinquent notices are mailed with the monthly statement. Disconnects take place between the 15th and the 20th of each month. The Customer agrees that Services disconnected for non-payment will be subject to having Customer’s deposit applied to and/or credit card on file charged. The credit card or bank account on file will be charged the full amount for the balance due.

In order to reinstate service interrupted for non-payment, Customer must bring the account current and provide for an additional cash deposit or agree to automatic credit card billing of the account, or both, at CVT’s sole discretion. A $10 fee is charged for each wireless line to be reconnected, and $25 for each landline, in addition to the full amount overdue.

Financed devices disconnected for any reason, including for non-payment, will be charged the full balance remaining on the device due with your next bill and/or before reconnecting your device, at CVT’s discretion. CVT also reserves the right to remove any promotional credits when reinstating disconnected devices.

AUTO PAY PROGRAM

If the Customer chooses to enroll in the Auto Pay Program, the Customer authorizes CVT to use the bank, credit card, or debit card information provided to initiate payments from checking, savings, or credit card account between the 15th and 22nd day of each month. This authority will remain in effect until the Customer notifies CVT in writing to cancel it. Upon receiving a written request to remove Auto Pay, CVT will, within three business days, cancel future automatic payments for the account. Customer can also stop payment by notifying their bank three days before CVT charges their account. Customer understands that if CVT waived the service deposit because Customer agreed to Auto Payments, the Customer may be required to provide a cash deposit if Auto Payments are canceled.

POST-TERMINATION TRANSITION

If either party terminates services at the conclusion of the term, CVT will assist Customer in the orderly termination of services, including timely transfer of applicable services to another provider. CVT shall either prorate or refund, as necessary, any fees paid by the Customer for the period remaining in the term to reflect the portion of services provided. Customer agrees to pay any costs associated with the rendering of such transfer assistance, and CVT shall have the right to deduct such amounts owed from any outstanding prorated balance due to the Customer. In the case of termination of services by CVT for Customer’s non-payment, CVT shall have no obligation to provide transfer services to Customer.

OPERATIONAL HOURS

CVT operates from 8 a.m. to 6 p.m. Monday, Tuesday, Thursday, & Friday and 9 a.m. 6 p.m. on Wednesdays, excepting the following holidays: ½ day before New Year’s Day, New Year’s Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans’ Day, Thanksgiving Day and the Friday following Thanksgiving, ½ day before Christmas Day, and Christmas Day (Regular Business Hours). Should a holiday fall on a Saturday, it is observed on the Friday prior; should a holiday fall on a Sunday, it is observed on the following Monday. Customer requests for services to be performed outside of Regular Business Hours or if Customer declares an “Emergency” and requests immediate services; CVT retains the right to invoice these services at the “After Hours and Emergency Rate” and will be subject to a minimum charge of two (2) hours.

PRIVACY POLICY

CVT staff will ask for proof of identification prior to releasing Customer account or Services information. The Customer agrees to present picture identification when visiting a CVT office. The Customer agrees to provide a password or answer a security question when contacting CVT over the phone or the internet.

CVT staff may also call the phone number of record in the Customer’s account as a means of security verification or mail information to the billing address listed on the account (address needs to have been in effect for at least 30 days).

As additional safeguards, CVT will send a notification when Customer’s billing address, password, security question, or email address has changed. CVT requires a list of people authorized to receive information about Customer account and Services, signed by Customer.

Passwords must be a minimum of 8 characters long, including 3 numbers. Customer Service Representatives are available to assist you in setting up these safeguards. These safeguards are required by Order 07-0222 of the Federal Communication Commission (FCC).

CVT may use information on your account for target marketing unless the Customer has formally opted out of these campaigns. CVT will mail an annual opt-out card to all customers. Customer may contact CVT at any time to opt out of these campaigns. CVT will not share your information with any third party for marketing purposes.

CONFIDENTIALITY

The term “Confidential Information” shall mean any and all information which is disclosed by either party to the other verbally, electronically, visually, or in a written or other tangible form that is not generally disclosed to the public by the discloser, including but not limited to, trade secrets, computer programs, software, technology, systems, source code, techniques, processes, security procedures, third party confidential information, customer lists and unpublished financial information, or by its very nature, would cause a reasonable person to know or regard such information as confidential or proprietary. All Confidential Information must be stamped or otherwise marked as such to be treated as Confidential Information under this Agreement.

Both Parties shall keep Confidential Information in strict confidence and shall not disclose Discloser’s Confidential Information to any third party. Recipient shall use Discloser’s Confidential Information in a manner consistent with the terms of this Agreement and only in the performance of Recipient’s responsibilities under this Agreement. Recipient’s internal disclosure of Discloser’s Confidential Information shall be only to those directors, officers, employees, consultants, subcontractors and agents having a need to know such information in connection with this Agreement and only insofar as such persons are bound by nondisclosure obligations consistent with the Agreement. Neither party shall copy or otherwise duplicate such Confidential Information, except for the purpose of this Agreement, or knowingly allow anyone else to copy or otherwise duplicate any Confidential Information then under its control without the prior written approval of the other party. A party shall promptly notify the other of any unauthorized disclosure or use of Confidential Information by any person and/or entity. Upon termination of the Agreement, or Discloser’s written request, Recipient shall cease use of Discloser’s Confidential Information and immediately return all tangible Confidential Information to Discloser.

This Agreement imposes no obligation upon the parties with respect to Confidential Information which either party can establish by legally sufficient evidence: (a) was in the possession of, or was rightfully known by recipient without an obligation to maintain its confidentiality prior to receipt from the other party; (b) is or becomes generally known to the public without violation of the Agreement; (c) is obtained by recipient in good faith from third party having the right to disclose it without an obligation on confidentiality; (d) is independently developed by recipient without the participation of individuals who have had access to the Confidential Information; or (e) is required to be disclosed by court order provided that recipient shall have given discloser reasonable notice and opportunity to object prior to such disclosure, will see confidential treatment of the information disclosed, and shall comply with any applicable protective order or equivalent.

RISK OF LOSS, THEFT, OR DAMAGE

Customer bears the entire risk of loss, theft or damage to the devices or equipment that are purchased, financed or, leased from CVT. Customer is obligated to pay the remaining financed cost on lost, stolen or damaged devices. Customer is obligated to pay the current replacement cost for leased equipment.

LIMITATION OF LIABILITY

To the fullest extent permitted by law, the total liability, in the aggregate, of CVT and CVT’s officers, directors, partners, affiliates, employees, subcontractors, and agents, to the Customer and anyone claiming by or through the Customer, for any and all claims, losses, costs, damages (including reasonable attorney’s fees), or expenses resulting from or in any way related to the services, from any cause or causes, including claims for negligence, shall not exceed the total amount paid by Customer to CVT for work under this Agreement, or the total amount of one million dollars ($1,000,000), whichever is less. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, including claims of negligence, unless otherwise prohibited by law.

INDEMNITY

Customer agrees to indemnify and hold harmless CVT and its officers, directors, partners, affiliates, employees, subcontractors, and agents from and against any and all claims, demands, costs and liabilities (including all reasonable attorneys’ fees) of any kind whatsoever, arising directly out of any action or omission by Customer, including, without limitation, any products, materials, or information provided by Customer for use by CVT under this agreement. CVT agrees to indemnify and hold harmless Customer and its officers, directors, employees and agents from and against any and all claims, demands, costs and liabilities (including all reasonable attorneys’ fees) of any kind whatsoever, arising directly out of any intentional action or gross negligence by CVT.

RIGHT TO DISCONTINUE SERVICES

Customer bears the responsibility for ensuring that their personal Equipment does not pass on, through the CVT network, malware, spam, or other destructive programs. CVT reserves the right to suspend or discontinue Services without notice to Customer if CVT detects the passage of destructive programs as listed above, or any misuse or abuse of Services have occurred or if a hazard or danger to person, property, or network exists.

In addition, in the event of a CVT-initiated outage due to customer non-responsiveness during an outbreak, no service credits will be issued for the duration of the outage.

CVT reserves the right to terminate Customer agreements automatically upon the receipt of formal documentation of any of the following events: bankruptcy, insolvency, or dissolution of Business Customers or death of Residential Customers.

FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance under this Agreement to the extent said failures or delays are proximately caused by causes beyond that party’s reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or party to substantially meet its performance obligations under this Agreement, provided that, as a condition to the claim of non-liability, the Customer shall give CVT prompt written notice, with full details following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

CVT shall not be liable for Downtime resulting from network service provider outages, Internet outages, acts of God, or any other events or occurrences.

BUNDLED SERVICES

Price is based on the speed and bundled discounts for which Customer is eligible. Removal of any portion of the bundled services used to determine internet discounts may increase your monthly pricing.

Wireless

PLAN

Customer is responsible for understanding their selected plan, and features. Minutes or data used over and above those included in the plan will be billed as extra. CVT bills a minimum of one minute for each completed call and rounds up to the full minute for subsequent airtime. There is no charge for incomplete calls in CVT’s service area (busy signal, non-connects, etc.).

DATA USAGE

CVT requires data plans on all new wireless device activations. Speeds for internet access on wireless devices are not guaranteed and vary depending on total usage, device model, and other factors. Data connection(s) must be active for the life of the device. Data overage charges are applicable and are automatically billed to the Customer’s account.

CALLING FEATURES

CVT wireless plans include 3-way calling, call forwarding, voicemail, & caller-ID. These features are automatically activated, however, Customers may contact CVT at any time to request the deactivation of any of these features.

NATIONWIDE CALLING & TEXTING

CVT data plans include unlimited nationwide calling and texting. Message blocking is available at no charge to Customers.

ROAMING

Devices are considered roaming when calling from or using the device outside of CVT’s “home” service area. Some roaming markets may charge for incomplete calls. Toll restriction may be added to a phone, which will restrict access to roaming and long-distance capability.

CVT reserves the right to terminate service if more than 50% of a Customer’s usage is on roaming networks. Normal penalties may be applied if lines are terminated for this reason.

INTERNATIONAL CALLING & DIALING

Calls to and from international locations and American Territories will only be completed if the Customer has purchased an international calling plan, and Customer may incur additional charges.

FINANCED DEVICES

A minimum 3 months of Service and financing must be paid on a device before the total amount due can be paid off. After 3 months, the Customer may pay the total amount due for a financed device at any time before the final scheduled payment is due, and no penalty will be applied. If the Customer pays more than the monthly payment due, any excess amount paid is credited to the account and applied to future charges pursuant to CVT’s billing practices listed above unless specific instructions are provided prior to such posting.

When the device financing is paid in full, the financing charges will automatically be removed from the Customer’s monthly bill.

FOREIGN DEVICES

Using a CVT SIM card in a device that is not purchased from CVT is at the customer’s own risk. The foreign devices may not be supported by CVT technical support, and is subject to disconnect if CVT deems it is a hazard to CVT’s network.

RETURN POLICY

CVT offers a trial period of 30 days on new devices. In order to qualify, the device must be returned in like new condition with original packaging, included accessories and instructional manuals, at CVT’s discretion. The customer is responsible for their monthly fee (prorated if applicable) and any toll, over minutes, or additional charges. Devices may be subject to a restocking fee of up to 15% retail value. Some exceptions may apply to certain products, preventing a return of the item.

WARRANTY

Devices may be covered by the manufacturer’s warranty. Customer may contact manufacturer for details.

TRANSFERRING OF CONTACTS & DATA

As a courtesy, CVT will attempt to transfer the Customer’s contacts and photos from one phone to the other. It is the Customers’ responsibility to back up their information prior to attempting transfer as CVT does not guarantee successful transfer and some data may be lost. CVT and its subsidiaries are not responsible for lost content; there is no monetary compensation if the process fails.

Landline & Long Distance

Fixed Wireless Users

Customers with fixed cell phones using DC or inverted power must have a DC power source within six feet of the unit. CVT does not supply power sources or phones for the units.

Internet

SERVICE REQUIREMENTS

Customers served via fiber agree to provide electricity to power the Optical Network Terminal (ONT). Customers served via copper facilities are given the fastest speeds attainable to location up to 50Mbps download and 10Mbps upload. Internet speeds are best effort and not guaranteed.

STATIC IP

Static IP reservations are not available with residential internet plans. Copper Valley Telecom recommends using a Dynamic DNS service (DDNS). DDNS is supported with your leased gateway, and we are happy to assist with configuration once you have selected a DDNS provider.

Customers on a Business Basic plan can purchase a single static IP address to enable remote access, host a server, or enhance security. Enterprise-level customers have the flexibility to purchase multiple static IP addresses.

NEW SERVICE DISCONNECT

If Customer disconnects internet Service within 30 days from the date of initiation a minimum of 1-month Service fees will be billed.

Leased Equipment

OVERVIEW

CVT leases to Customer and CVT maintains ownership of the then-current version of the following equipment (the “Equipment) unless the parties agree in a separate piece of writing that the Equipment is being purchased by the Customer from CVT.

AURORA Tower
AURORA Extender
Comtrend Gateway
Optical Network Terminal (ONT)
Other Equipment by CVT

RETURN

No later than 30 calendar days after the termination of Services (the “Return Deadline”), the Customer shall return, at the Customer’s expense, the Equipment (except for the ONT which is to remain on the premises) to CVT at Mile 188.5 Glenn HWY Glennallen, AK. or 329 Fairbanks Dr. Valdez, AK. Equipment must either be mailed through the postal system or delivered to an authorized CVT employee during business hours. Immediately upon termination of the Services, CVT shall charge the Customer a $150 unreturned Equipment fee. CVT shall credit the Customer the $150 upon receiving all Equipment in good working order by the Return Deadline.

DAMAGED EQUIPMENT

Customer shall be responsible for the actual replacement cost of any hardware leased under this Agreement from CVT that is damaged by Customer.

INSTALLATION

CVT will provide a one-time professional installation of leased Equipment. In some scenarios, CVT may determine that a self-installation is feasible, in which case, the Customer agrees to install the Equipment in accordance with the instructions provided by CVT. Self-installations are not available in all service areas and are at the sole discretion of CVT.

REPLACEMENT

CVT will provide the Customer with replacement Equipment if the Customer, while not delinquent on payments to CVT, is deemed by CVT’s technical support team to need replacement Equipment.

AURORA Wi-Fi

EQUIPMENT

AURORA Wi-Fi Service requires Equipment leased by CVT, and cannot be Customer procured or obtained from a source other than CVT.

AURORA Wi-Fi service includes the leasing of the following or then-current version of one AURORA Tower (gateway) and up to one AURORA Extender (mesh extender).

AURORA Extenders may be required to optimize wireless coverage in the home at the CVT technician’s discretion. If more than one such device is required to optimize wireless coverage in the house, Customer may lease additional devices at CVT’s then-current price.

MULTI-DWELLING UNITS

Service may only be used for commercial facilities at CVT’s discretion. Service may only be used for a single unit of multi-dwelling properties (e.g., apartment buildings, nursing homes, condominiums, etc.).

REMOTE CONSULTATION

Service includes remote consultation with CVT technician, consisting of discussion of current in-home wireless experience and requirements, wireless internet signal mapping, and optimal placement of CVT-provided Equipment.

CVT will provide remote assistance connecting up to three of Customer’s wireless-enabled devices to AURORA Wi-Fi. Assistance is best effort and not implied or guaranteed.

CVT will set up additional wireless networks upon the Customer’s request.

CVT is not responsible for repairing, replacing, supporting, or troubleshooting Customer’s Wi-Fi devices (i.e., how to use Customer’s game box, computer virus issues and removal, etc.).

INSIDE WIRE MAINTENANCE

Service includes one onsite visit every calendar year for diagnosis, repair, and replacement of the inside wiring and jacks necessary to provide AURORA Wi-Fi service, subject to the following exclusions:

CVT shall not be required to provide inside wire maintenance if the damage to wiring and jacks is caused by a natural disaster or act of God; or
CVT shall not be required to provide inside wire maintenance if the damage to wiring and jacks is caused by Customer’s or Customer’s agent’s negligence or intentional acts, as solely determined by CVT; or
CVT shall not be required to provide inside wire maintenance if the existing wiring and jacks were not installed in accordance with accepted industry standards or are not up to applicable code/legal requirements.
If necessary, and Customer requests, CVT may repair and rewire the jack or outlet that is not working and complete other rewiring, at our regular installation charges.
Service does not include repainting, plastering, or wallboard repair after a wire and jack are repaired.
Service does not include repair or replacement of defective cords, non-leased equipment, Customer-procured gateways, or other personal electronic devices.
Recreational vehicles, other temporary or moveable structures, and pull trailers are not covered.
CVT shall not be required to provide inside wire maintenance for lines that terminate to a Key/PBX, or other non-basic lines as determined by CVT.
The Service does not pertain to the Customer’s device cords, power cords, or Ethernet cables.
CVT shall not be required to repair and replace the inside wiring and jacks if such repair and replacement work is prohibited by law without CVT having a license authorizing to do such work.

Small Business IT

IT MANAGED SERVICES

CVT will identify descriptions and pricing of monthly included services and hardware as well as pricing per unit of hardware to be leased and provide those services to the Customer. Additionally, CVT will provide services on an “as requested” basis for additional work, and in accordance with specific projects as described in Statement of Work (“SOW”) agreements between CVT and the Customer.

Customer agrees to provide CVT with all data, files, and other information relevant to the services to be performed and agrees to provide CVT with all assistance as may be reasonably required to properly perform the services.

“As Requested” services will be performed by CVT, following verbal approval by the Customer, for general assistance beyond the regular services provided, and not relating to a specific project or SOW. CVT reserves the right to accept or reject requests for “As Requested” services. Services are billed on a time and material basis. CVT has the right to update the rates from time to time and shall provide the Customer with written notice at least sixty (60) days prior to the new rates going into effect.

Tasks relating to a specific project or recurring network services will be mutually agreed to by both CVT and the Customer, and the terms and conditions of this Agreement will apply unless otherwise superseded by a written Addendum.

PAYMENT TERMS

Payment for all hardware, software, and service plans may be required prior to CVT placing orders. CVT shall be under no obligation to order (or deliver or install) the scheduled hardware, or software programs until after payment in full for same has been received by CVT. Once hardware, software and service plans have been ordered by CVT, CVT will not provide a refund or credit for the purchase price unless the manufacturers or software license owners will provide a refund or credit for the purchase price. Client’s failure to contest any CVT invoice in writing, or the adequacy of the services represented in any invoice, within sixty (60) days of the date of the invoice, shall be deemed an acceptance of the adequacy of CVT’s services and charges therefor.

CVT records and invoices consulting services in minimum billing increments of 0.25 hours. Including for travel time of CVT technicians when visiting Customer location.

TERMS & TERMINATION

The terms of this Agreement shall commence on the Effective Date of the signed contract and shall continue thereafter on a month-to-month basis, unless terminated by the Customer with at least thirty (30) days written notice. CVT retains the right to terminate the contract at any time and with notice.

If Customer’s IT service needs are seasonal and do not require full calendar year coverage, Customer may seasonally suspend services, however once service is reconnected the initial terms of the contract shall be extended until the agreed upon length of service has been achieved. Customer shall pay for all of CVT’s time related to the collection, removal, and reinstallation of any leased hardware at the start and end of all suspension periods of services.

REPRESENTATIONS AND WARRANTY

Both CVT and the Customer hereby represent and warrant that the execution, delivery and performance of this Agreement does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which it is a party or by which it is bound.

CVT represents and warrants that the services shall be performed in a competent and professional manner, in accordance with standards common and prevalent in the industry. If the Customer notifies CVT, in writing and in reasonable detail, of the nature and extent of a failure in the services within thirty (30) days after the completion of the applicable services, CVT shall re-perform or cure any portion of such services that fail to satisfy the foregoing limited warranty. If CVT and the Customer mutually determine that CVT is unable to re-perform or cure the services in a manner that complies with this warranty section through the exercise of commercially reasonable efforts, CVT shall refund to the Customer the fees paid for such portion of the services. An uncured breach of this warranty constitutes cause to terminate this Agreement.

CVT shall provide or assign to Customer all third party manufacturer product warranties associated with the hardware and software provided pursuant to this Agreement. Customer acknowledges and agrees that CVT shall not provide any separate, independent, or concurrent warranty of any kind or nature for such hardware and software; and Customer shall make any warranty claims, if any, with respect to third party hardware equipment or software programs supplied by CVT, directly to the manufacturer of such hardware equipment or software, and not to CVT.

Except as expressly set forth in this Agreement, the services and products provided are “As-Is” and, to the maximum extent permitted by applicable law, CVT makes no representations or warranties of any kind, whether express or implied (either in fact or by operation of law) with respect to the services. For all services and products provided under this Agreement or within a specific SOW, CVT expressly disclaims all warranties of merchantability and fitness for a particular purpose, all warranties arising from conduct, course of dealing, or custom of trade, and all warranties of title and non-infringement. Use of CVT’s services and products provided by CVT is entirely at Customer’s own risk and, CVT shall have no liability or responsibility for Customer’s such use.

CONFIDENTIALITY

The confidentiality obligations set forth in this agreement shall continue for a period of three (3) years from the date of the receipt of such Confidential Information or three (3) years from the date of termination of this Agreement, whichever occurs last.

Nothing in this Agreement shall prohibit Customer, after termination of this Agreement, from sharing information regarding its software, hardware, IT needs and other information reasonably necessary to allow another supplier to provide for Customer’s IT needs.

OTHER TERMS

Customer agrees not to offer employment to CVT’s consultants (regardless of whether such individual is CVT’s employee or subcontractor) directly or indirectly through any subsidiary or affiliate of Customer during the engagement or within an 18-month period following the termination of Agreement. Should Customer hire a consultant of CVT during or within 18 months of the termination of this Agreement, Customer shall pay to CVT $75,000 per CVT consultant hired by Customer as a personnel replacement fee to compensate CVT for the loss of each such individual. CVT will indemnify, defend and hold Customer harmless against any claim that this provision of this Agreement violates any state or federal law.

Customer consents CVT’s use of Client’s Customer’s name and corporate logo as a reference in the promotion of CVT’s services.

INCLUDED SERVICES

The Services outlined below, will be provided to the Customer during the term of this agreement Projects and/or Services outside of this scope shall be billed to the Customer.

A systems and network audit will be conducted by CVT to ascertain the configuration and state of the existing Customer network, network security and systems infrastructure in comparison to best practices; the audit will be used to identify and document Customer goals relative to its computer network including known areas of concern.

The final deliverable of the audit will be a report that includes documentation of Customer network and systems infrastructure including a recommended plan to make necessary systems, network and/or network security improvements based upon any risks identified by CVT during the audit.

The data gathered during the audit will be converted to documentation to be used for the future management of Customer’s computer environment and stored within the CVT portal; the data may include items such as system configuration, logical network diagrams, physical network diagrams, network addressing information, and server configuration work sheets.

At the request of the Customer CVT will provide Customer with communication templates that the Customer may use to announce CVT as a provider of support services to Customer’s employees.

CVT will install an agent on each Windows system within the Customer network to enable the collection and analysis of Customer owned servers, server operating systems, server applications, workstations and other Devices identified as being critical to Customer business including those applications that are used to maintain aspects of Customer servers which may include data protection software and centralized anti-virus protection, as a few examples.

CVT will conduct testing to validate that all Customer PCs, Servers, and Devices are monitored. Upon completion of this testing, CVT will notify Customer that monitoring systems are in place.

CVT will conduct routine maintenance on Customer owned servers and server operating systems including manual review of data protection systems; this may include updates provided by the hardware manufacturer or operating system service packs and hot fixes that are not suited for remote installation.

CVT will perform analysis on Customer network server(s) being monitored by software to understand trends in the data and make recommendations to the Customer as necessary relative to changes needed in the systems and/or network infrastructure to resolve ongoing issues reported.

CVT staff will create trouble tickets for Customer employees in the Customer support portal and track all relevant information relating to the support case. CVT will also provide an emergency number providing 24-hour response for logging support issues that are identified as Critical Errors or High Errors. Customer may designate up to 3 personnel who will be authorized to use the 24-hour response service.

CVT will use its best efforts to resolve the Customer employee problems as expeditiously as possible. CVT will utilize remote support tools to assist Customer employees whenever possible rather than dispatching personnel to Customer site. Customer trouble tickets that cannot be resolved remotely will be escalated to CVT personnel for onsite resolution at CVT’s discretion.

The agent installed by CVT is a service that is meant to support common business applications, devices, and operating systems. Customer may have specific line-of-business applications, hardware or IT services that CVT, at its discretion, may not support under this agreement due to lack of familiarity, lack of manufacture support or requirement for specific skill, training or certification. Unsupported applications, hardware and services will be documented as part of the onboarding process and may include software installed by the Customer, with or without CVT’s knowledge, after Services have commenced.

CVT shall have no obligation to provide Services for any software or hardware unknown to CVT. Further, CVT shall have no obligation to support any defect or failure of the Customer IT System caused by the improper use of the Customer IT System by Customer or unauthorized personnel of Customer but will nevertheless use all reasonable efforts to provide the requested services, subject the terms in the agreement.

CVT shall periodically install updates to supported software and hardware at no additional cost to Customer. For the avoidance of doubt, updates do not include, installation of upgrades, feature enhancements and other modifications or extensions to supported software or hardware which are all subject to additional charge in accordance with the agreement.

CVT will provide Customer with on-site desktop support services within a thirty (30) mile radius of CVT’s offices in Valdez and Glennallen without costs for travel time. Customer systems outside of those limits will be supported via on-site support as negotiated with Customer, subject to travel time and expenses as called for in the agreement, or the PC may be transported to CVT’s office at the Customer’s expense.

Circumstances may impact the delivery of this service, e.g., hardware related problems that require procurement of replacement equipment, inability of CVT to contact the employee reporting problem, or research is necessary to resolve the problem.

CVT will may conduct regular meetings with Customer appointed contact on a mutually agreed upon schedule to provide Customer insights into the status of their operational systems and network infrastructure; CVT will may provide Customer with reports on user requests, progress on implementation of improvements required as part of initial discovery, and insight into technology products that may improve Customer business operations.

CVT will make all reasonable efforts to schedule maintenance between the hours of 5:00 PM Alaska Time and 8:00 AM Alaska Time. It is understood by the parties that the number of scheduled maintenance occurrences will be kept to a minimum and within acceptable levels under industry standards, but that CVT may be required to perform more scheduled maintenance as necessary to meet requirements set forth by software, hardware, and other third-party service vendors. CVT shall not be liable for Downtime resulting from the installation of patches or updates provided by the software or hardware vendor.

CVT shall not be liable for Downtime resulting from network service provider outages, Internet outages or any other events or occurrences.

CVT may choose, at its sole discretion, but when possible in consultation with the Client, to interrupt or shut down service of the Customer IT System due to circumstances reasonably believed by CVT to be a significant threat to the normal operation of the Customer IT System, the CVT facility, or access to or integrity of Customer data, in each case that are outside CVT’s control. In the event of such an interruption or shutdown, CVT will return Customer IT System to normal operation as soon as reasonably possible. CVT will use security measures at least equal to prevailing industry standards and as agreed upon and paid for by the Customer, including, without limitation, firewall protection and backup copies of data.

CVT will not be liable for any delays in response or resolution of any error in the Customer IT System that affects the Primary Functionality or Secondary Functionality due to the failure of a hardware manufacturer to provide hardware replacement parts or services. CVT will make a reasonable effort to provide a work around. If the hardware vendor is not able to fulfill its obligations in a timely manner and where that failure extends the response and resolution times, CVT and Customer may agree to an alternate solution to resolve the hardware failure subject to additional charge in accordance with the terms of this agreement. In the event that the Customer does not maintain current warranties and service contracts on any hardware covered by this agreement, CVT shall not be obligated to provide support for the affected hardware.

If an error occurs with the Customer software, CVT will not be liable for any delays in response or resolution as the result of a failure by the software vendor to provide a fix, update, correction, patch, information, work around or other resolution to the software error. CVT will make a reasonable effort to work with the software vendor to investigate the problem and only for software supported by CVT. Any additional support for custom software or unsupported software, regardless of the critical nature of the software to the Functionality, may be provided subject to additional charge in accordance with the terms of this agreement. In the event that the Customer does not maintain current warranties and service contracts on any software covered by this agreement, CVT shall not be obligated to provide support for the affected software.

PRIORITY LEVELS; RESPONSE AND RESOLUTION.

Upon notification of an issue, CVT shall categorize all issues per the priority levels set forth in this agreement. For each reported issue, CVT shall respond per the response and resolution times set forth in this agreement. Any unscheduled downtime shall be categorized as a Critical Error.

Critical Errors (Emergency) CVT shall work diligently to identify the problem and will provide an estimated correction time for a critical error within 2 hours of notification. CVT will make reasonable accommodation to communicate the problem to Customer and will begin implementation of a fix or a work around as soon as reasonably possible.
High Errors (Quick) CVT shall work diligently to identify the problem and will provide an estimated correction time for a high error within four (4) hours of notification. CVT will make reasonable accommodation to communicate the problem to Customer and CVT will begin implementation of a fix or a work around as soon as reasonably possible.
Medium Errors (Normal) CVT shall work diligently to identify the problem and will provide an estimated correction time for a medium error within one (1) business day of notification. CVT will make reasonable accommodation to communicate the problem to Customer and CVT will begin implementation of a fix or a work around as soon as reasonably possible.
Low Errors (Scheduled Maintenance) CVT shall work diligently to identify the problem and will provide an estimated correction time for a low error within three (3) business days of notification. CVT will make reasonable accommodation to communicate the problem to Customer and CVT will begin implementation of a fix or a work around in the next scheduled downtime of the Customer IT System.
After Hours CVT shall perform necessary After-Hours work to resolve issues as specifically requested by Customer. Authorized work will be charged pursuant to the terms and conditions of this agreement. CVT shall work diligently to identify the problem and will provide an estimated correction time for a after hours within 4 hours of Customer notification. CVT may, at its sole discretion, waive fees associated with work performed after hours on a case-by-case basis.

Updated: 04.04.25