Legal — Customer Agreement
General Terms
of Service
Master terms governing professional services, managed services, and consulting engagements — including engagements procured through a reseller or partner.
Preamble
These General Terms of Service (the “Agreement” or “Terms of Service”) govern the relationship between CMF2025 LLC dba Prime Vector Technologies (“Vendor,” “PVT,” “we”) and the customer identified in the associated online agreement, Statement of Work, or Managed Services Agreement (“you,” “Customer”).
Please read these terms carefully before accepting. If you have questions, contact Vendor directly or at support@primevectortech.com. By clicking to accept, signing the associated agreement, or beginning to receive services, both parties agree to be bound by these Terms of Service.
If you do not agree, do not accept the agreement and do not engage the Vendor. You are welcome to review and discuss these terms with the Vendor before acceptance.
Resellers & Partners Signing on Behalf of an End Customer
If you are a reseller, partner, managed service provider, or other intermediary entering into this Agreement for services that will benefit a separate End Customer, you represent and warrant that you are authorized to bind the End Customer, that you have disclosed these Terms of Service to the End Customer, and that you accept all obligations under this Agreement on behalf of both yourself and the End Customer, jointly and severally. See Section 1.5.
Order of Precedence
In the event of conflict, documents control in this order: (a) a fully executed separate Non-Disclosure Agreement (for confidentiality matters only, where more restrictive), (b) an executed Change Agreement, (c) the applicable SOW or Managed Services Agreement, (d) these Terms of Service.
Table of Contents continues on the next page.
1. General & Reseller Authority
1.1 Customer engages Vendor to provide the services described in the associated online agreement, Statement of Work (“SOW”), or Managed Services Agreement (“MSA”), and Vendor agrees to provide those services under these terms.
1.2 The relationship is based on honesty, fairness, and good faith.
1.3 The relationship is transparent and governed by this Agreement.
1.4 Engagement Types. Engagements may be (i) fixed-fee project work, (ii) time-and-materials consulting, (iii) one-off professional services, or (iv) recurring / managed services billed on a subscription, retainer, or per-device basis, as stated in the SOW or MSA. These Terms of Service apply to all such engagement types unless a specific provision expressly states otherwise.
1.5 Reseller / Partner Signing on Behalf of End Customer. If the party executing this Agreement or the associated SOW/MSA (“
Procuring Party”) is a reseller, partner, distributor, managed service provider, consultant, or other intermediary, and the services will be delivered for the benefit of a different end customer (“
End Customer”):
- The Procuring Party represents and warrants that it has full authority to bind the End Customer to this Agreement and to the associated SOW/MSA;
- The Procuring Party has disclosed and made available these Terms of Service to the End Customer prior to acceptance;
- The Procuring Party accepts all Customer obligations under this Agreement — including payment, confidentiality, security, access, cooperation, and compliance — jointly and severally on behalf of itself and the End Customer;
- All references to “Customer” in this Agreement mean the Procuring Party and the End Customer collectively; and
- The Procuring Party will indemnify Vendor against any claim by the End Customer that the Procuring Party lacked authority to bind the End Customer or did not convey these terms.
2. Vendor Commitments
2.1 Vendor will perform services in a professional, workmanlike, and confidential manner, consistent with generally accepted industry standards.
2.2 Vendor will devote the time reasonably necessary to perform the services.
2.3 Vendor is responsible for its own place of work, equipment, and supplies necessary to perform the services, unless otherwise stated in the SOW or MSA.
3. Customer Commitments
3.1 Customer will comply with Vendor’s payment terms.
3.2 Customer will provide, or assist with, timely access to information, environments, credentials, facilities, and material reasonably requested by Vendor.
3.3 Customer is responsible for the accuracy of all material delivered to Vendor.
3.4 Customer will designate a primary point of contact (POC) and a backup POC. All engagement communications will flow through these contacts.
3.5 Customer will confirm first-day logistics (time and point of arrival) for any on-site services.
3.6 Customer is responsible for all Layer-1 cabling, rack space, power, cooling, UPS (recommended), and compatibility of existing cabling and switching with new equipment.
3.7 Customer is responsible for maintaining active, in-good-standing hardware and software maintenance contracts on all relevant systems during the engagement.
3.8 Customer will coordinate downtime and identify non-redundant systems in advance of any work that may cause impact.
3.9 Customer will provide a safe work environment for Vendor personnel performing on-site services, free from harassment, unsafe conditions, and unreasonable health or safety hazards.
3.10 Badge & Physical Access. For any engagement requiring Vendor personnel on-site for more than one (1) hour on a single visit, or for more than three (3) on-site visits over the course of the project, Customer will provide appropriate badge or escort access, parking, and documented building-entry procedures. Delays or additional costs caused by Customer’s failure to provide access are the responsibility of Customer under Section 5.10.
4. The Service & Managed Services
4.1 Performance
Vendor will perform the service diligently and professionally in accordance with the SOW or MSA.
4.2 Changes
Any change to scope, tasks, hours estimate, deliverables, timeline, or price must be documented in a Change Agreement (a written amendment) and accepted by both parties in writing before the change takes effect.
4.3 Project Management
For project engagements, a Project Kick-off meeting will precede work to review scope, objectives, technical approach, communications plan, and schedule. A Project Close-out meeting will review completed tasks, deliverables, and acceptance.
4.4 Taxes
Each party is solely responsible for its own tax liabilities arising out of or related to this Agreement.
4.5 Recurring & Managed Services
For recurring or managed services engagements (e.g., monitoring, patching, helpdesk, co-managed IT, security operations, subscription-based consulting retainers), the following apply in addition to the rest of this Agreement:
- Term & Auto-Renewal. Recurring engagements run for the initial term stated in the MSA and renew for successive terms of equal length unless either party provides written non-renewal notice at least thirty (30) days before the end of the then-current term.
- Fee Adjustments. Vendor may adjust recurring fees at each renewal upon at least thirty (30) days’ written notice; changes to covered scope (e.g., user, device, or endpoint counts) take effect the following billing cycle.
- Scope Creep. Work requested outside the covered scope of the MSA (including project work, break/fix outside covered hours, or remediation of a pre-existing condition) is billable at Vendor’s then-current rates under a separate SOW or Change Agreement.
- Service Levels. Any specific response time, uptime, or availability commitment applies only if expressly stated in the MSA or a Service Level Addendum — see Section 6.3.
- Suspension. Vendor may suspend managed services for non-payment under Section 5.9 or for Customer conduct that creates legal, safety, or security risk under Section 23.
5. Billing & Payment Terms
5.1 Project / T&M engagements. Unless the SOW states otherwise, Vendor will bill 80% of the estimated time and materials after the Project Kickoff meeting, with the remaining 20% billed after Project Close-out. If actual billable time is less than the estimate, the pre-invoiced remaining hours must be used within twelve (12) months of invoicing.
5.2 Recurring / Managed Services. Subscription, retainer, and per-unit managed services are invoiced in advance for the billing cycle stated in the MSA (typically monthly) and are due per Section 5.9.
5.3 Minimum commitments. On-site services carry a minimum of eight (8) hours per occurrence. Remote recurring meetings are billed a minimum of one (1) hour per resource per call.
5.4 On-call / after-hours. If engineers are requested to be “on call” outside normal business hours without a separate Managed Services Contract, a minimum of four (4) hours per week will be billed in addition to actual time worked. Overtime rates may apply.
5.5 “On Hold” status. Engagements placed on hold will be billed up to four (4) hours per month for engagement maintenance while status and planning are updated.
5.6 Idle / Stalled Projects. Except for gaps explicitly scheduled in the SOW, a project will be considered
idle and subject to administrative closure if either of the following occurs:
- Zero billable hours are worked for fifteen (15) consecutive business days; or
- The project is blocked awaiting action by Customer or a Customer-designated third party (e.g., ISP, vendor, manufacturer, compliance auditor) and no firm resolution date has been communicated in writing for that action to be completed.
Vendor will notify Customer in writing prior to closure. Once closed, resumption requires a new or amended SOW with updated pricing and availability. Hours already invoiced remain subject to Section 8.5 (Prepaid Hours on Termination).
5.7 Quote validity. SOW pricing is valid for 30 days from issuance. If the proposed start date is more than 90 days from SOW creation, the SOW and pricing may need to be updated and re-executed.
5.8 Currency, tax, freight, credit. All prices are in U.S. dollars and do not include tax, freight, or customs charges. All orders are subject to credit approval.
5.9 Late payments & suspension. A service charge of 1.5% per month (18% per annum) will be assessed on past-due amounts unless otherwise negotiated in writing. Vendor may suspend services (including managed services) on any account more than thirty (30) days past due after written notice.
5.10 Customer-caused delays. Delays caused by Customer (including failure to provide access, badge, credentials, or decisions) may result in additional billable costs; Vendor will provide written notice through the PM or Account Manager.
5.11 Disputed invoices. Customer must notify Vendor in writing of any disputed charge within fifteen (15) days of the invoice date; undisputed portions remain payable on the original due date.
5.12 Expenses. Pre-approved travel, lodging, per-diem, and out-of-pocket expenses are billed at cost and are the responsibility of Customer.
6. Support Considerations
6.1 Day 1 support (cutover support) is included as part of implementation.
6.2 Day 2 support (post-cutover) beyond any amount explicitly stated in the SOW is provided through (a) Customer’s own technical team, (b) a Managed Services Agreement, or (c) a Change Agreement adding hours. Day 2 items include bug troubleshooting and patching, moves/adds/changes, break/fix, and general maintenance.
6.3 Response targets. Any response-time commitments, service levels, or uptime targets apply only when expressly stated in a Managed Services Agreement or Service Level Addendum. These Terms of Service do not, by themselves, establish any service level.
7. Place of Performance & On-Site Work
7.1 The place of performance is stated in the SOW or MSA or defined at Project Kickoff.
7.2 Off-site work allocation. A meaningful portion of engagement work (typically in the range of 40%–80%, and varying by project) is performed off-site to allow for peer review, documentation, research, and analysis. For any given engagement, Vendor may reserve up to one (1) day per week as an off-site work day, and the specific day may be adjusted by mutual written agreement. Vendor will communicate the expected allocation and reserved off-site day during Project Kickoff or at MSA commencement.
7.3 Planning tasks are performed during regular business hours. Cutover tasks are performed outside regular business hours or on weekends.
8. Term, Termination & Prepaid Hours
8.1 Term. The period of performance is stated in the SOW or MSA. If not stated for a project, the engagement spans from SOW execution for up to four (4) weeks, extendable by a documented Change Agreement. Recurring engagements follow Section 4.5.
8.2 Termination for convenience. Either party may terminate this Agreement or an engagement for any reason upon thirty (30) days’ prior written notice. Customer remains responsible for all services performed and expenses incurred through the effective date of termination, plus any non-cancellable commitments (e.g., hardware orders, third-party licenses).
8.3 Termination for cause. Either party may terminate immediately for (i) the other party’s material breach not cured within fifteen (15) days of written notice, or (ii) the other party’s insolvency, bankruptcy, or assignment for the benefit of creditors.
8.4 Effect of termination. Upon termination, Vendor will deliver any paid-for work product in its then-current state, invoice any outstanding amounts, and — at Customer’s written request — cooperate reasonably with transition assistance at then-current hourly rates.
8.5 Prepaid Hours on Termination. If, at the effective date of termination, Customer has prepaid for hours or services that were not yet delivered, Customer may elect one of the following remedies by written notice within
thirty (30) days of the termination effective date:
- Option A — Service Credit (default). A credit equal to 100% of the undelivered prepaid amount, applied toward any PVT professional, managed, or consulting services, valid for twelve (12) months from the termination effective date. Credits are non-transferable and have no cash value.
- Option B — Refund. A cash refund equal to the undelivered prepaid amount, less a fifteen percent (15%) administrative handling fee to cover scheduling, resource reservation, financial processing, and account wind-down costs. Refunds are issued within thirty (30) days of election.
If Customer fails to make an election within the thirty (30) day window, Option A applies automatically. Termination for cause by Customer under Section 8.3 waives the 15% handling fee in Option B.
9. Relationship of Parties
9.1 Independent Contractor. Vendor is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employer/employee relationship.
9.2 No Authority. Neither party may act as agent for, or bind, the other.
10. Intellectual Property
10.1 No Automatic Transfer. Nothing in this Agreement transfers either party’s pre-existing Intellectual Property to the other party.
10.2 Pre-Existing and Background IP. Each party retains exclusive ownership of Intellectual Property developed before, or outside the scope of, this Agreement.
10.3 Work Product. Deliverables created specifically for Customer under an SOW or MSA become Customer’s property upon full payment of all amounts owed for the associated engagement.
10.4 Vendor Tools & Methods. Vendor retains ownership of its tools, templates, libraries, scripts, methodologies, know-how, and any generally-applicable improvements thereto (collectively, “Vendor Tools”), even when embedded in a deliverable. Vendor grants Customer a perpetual, non-exclusive, non-transferable license to use Vendor Tools solely as embedded in paid-for deliverables for Customer’s internal business purposes.
10.5 Original Work. Vendor will ensure work product created for Customer is original and does not knowingly infringe, misappropriate, or violate third-party rights.
10.6 Residual Knowledge. Either party may use the general residual knowledge (ideas, concepts, techniques) retained in the unaided memory of its personnel, provided no Confidential Information is disclosed.
11. Confidentiality & NDAs
11.1 Obligation. Each party will hold the other’s Confidential Information in strict confidence, using at least the same care it uses for its own confidential information (and no less than a reasonable standard of care). “Confidential Information” includes all information provided by, or relating to, the disclosing party — including the contents of any SOW or MSA, which are proprietary and privileged.
11.2 Exclusions. Confidential Information does not include information (i) already known or independently developed by the receiving party without access to the disclosing party’s Confidential Information, (ii) publicly available through no fault of the receiving party, or (iii) received from a third party free to disclose it.
11.3 Use Solely for Purpose. The receiving party will use Confidential Information only to perform its obligations under this Agreement and will apply industry-standard precautions to preserve its secrecy.
11.4 Non-Disclosure. The receiving party will not disclose Confidential Information to any third party except as permitted by this Agreement, with the disclosing party’s written consent, or as required by law (with prompt notice to the disclosing party where lawful).
11.5 Return or Destruction. Upon termination, each party will return or destroy the other’s Confidential Information upon written request, subject to (i) archival retention for legal, audit, or backup purposes, and (ii) ongoing confidentiality obligations.
11.6 Credential Handling. Customer is responsible for rotating any passwords, API keys, MFA enrollments, or other credentials provided to Vendor promptly following engagement close or personnel change.
11.7 Separate NDAs Take Precedence for Confidentiality. If the parties have executed, or later execute, a separate Non-Disclosure Agreement (“NDA”) covering the engagement or a specific disclosure, that NDA governs confidentiality matters to the extent its provisions are more restrictive or more specific than this Section 11. This Agreement does not reduce the protections of any such NDA. Where the NDA is silent or less restrictive, this Section 11 continues to apply.
12. Customer Environment Documentation
12.1 Customer is the System of Record. Customer is the authoritative custodian of documentation describing its own environment — including network diagrams, asset inventories, credentials, configurations, policies, runbooks, and third-party contracts. Vendor may produce, update, or annotate such documentation as part of a deliverable, but Customer is responsible for ongoing retention, storage, distribution, and version control of its own documentation after delivery.
12.2 Vendor Retention of Customer Documents. Following delivery or the conclusion of an engagement, Vendor will, consistent with any applicable NDA and Section 11.5, either (i) encrypt and retain local copies of Customer-provided documents solely for the minimum period required for legal, audit, warranty, or operational-continuity purposes, or (ii) securely destroy such local copies. Customer should not rely on Vendor as a permanent repository of Customer’s environment documentation.
12.3 Re-Supply on Request. If Customer has lost its copy of a deliverable Vendor previously produced, Vendor will use commercially reasonable efforts to re-supply it if a copy is still available, but makes no guarantee of availability beyond the retention period in Section 12.2.
13. Mutual Non-Solicitation
During this Agreement and for twelve (12) months after its termination or expiration, neither party will directly or indirectly, on its own behalf or for others: (i) induce or attempt to induce any officer, director, or employee to leave the other party; or (ii) solicit or accept, or attempt to solicit or accept, the business of any customer, consultant, or patron of the other party that was introduced or served in connection with this Agreement. General advertising, public job postings, and responses to unsolicited inquiries not directed at the other party’s personnel or customer base are not a violation of this Section.
14. Warranty & Disclaimer
14.1 Limited Services Warranty. Vendor warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry practice. Customer’s sole remedy for breach of this warranty is re-performance of the non-conforming services, provided Customer notifies Vendor in writing within thirty (30) days of performance.
14.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND ANY DELIVERABLES ARE PROVIDED “AS IS” AND VENDOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE OPERATION, AND ACCURACY OF DATA.
15. Third-Party Products & Pass-Through
15.1 Hardware, software, SaaS, and licenses procured from third parties (e.g., Fortinet, Microsoft, cloud providers) are provided to Customer subject to the applicable manufacturer or publisher’s terms. Vendor does not warrant third-party products or their availability.
15.2 Warranty, support, and end-of-life obligations for third-party products rest with the applicable manufacturer or publisher. Vendor will reasonably assist Customer in pursuing manufacturer warranty claims.
16. Data Backup & Data Loss
16.1 Customer Backups. Customer is responsible for maintaining current backups of all data, configurations, and systems before any work performed by Vendor that may affect those systems. Vendor may request confirmation of a backup prior to engaging in high-risk changes.
16.2 No Backup Guarantee. Unless an SOW or MSA expressly provides for backup services, Vendor is not responsible for the creation, integrity, or restoration of Customer backups.
17. Limitation of Liability
17.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, REPUTATION, PROFITS, DATA, BUSINESS INTERRUPTION, OR COST OF COVER — EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.2 Cap on Direct Damages. EACH PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES AND THE ENGAGEMENT IS CAPPED AT THE TOTAL FEES PAID BY CUSTOMER TO VENDOR DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
17.3 Exceptions. The limitations in this Section do not apply to (i) a party’s indemnification obligations, (ii) breach of confidentiality (including under any applicable NDA), (iii) infringement or misappropriation of Intellectual Property, (iv) a party’s gross negligence or willful misconduct, or (v) Customer’s payment obligations.
18. Mutual Indemnification
Each party (the “Indemnifying Party”) will indemnify, defend, and hold the other party (the “Indemnified Party”) harmless from and against any claims, demands, costs, liabilities, losses, expenses, and damages (including reasonable attorneys’ fees and expert witness fees) arising out of or in connection with any third-party claim that, taking the claimant’s allegations as true, would result in a breach by the Indemnifying Party of any of its warranties or covenants under this Agreement, or from the Indemnifying Party’s gross negligence or willful misconduct. The Indemnified Party shall promptly notify the Indemnifying Party, permit the Indemnifying Party to control the defense, and reasonably cooperate.
19. Insurance
Vendor maintains, at its own expense, commercial general liability, professional liability / errors & omissions, and cyber liability insurance in commercially reasonable amounts consistent with industry practice for an IT managed services and consulting firm of its size. Certificates of insurance are available upon written request. Customer is responsible for its own property, business interruption, and cyber insurance.
20. Subcontractors
Vendor may engage qualified subcontractors to perform portions of the services. Vendor remains responsible for the acts and omissions of its subcontractors in connection with the services and will bind subcontractors to confidentiality obligations no less protective than those in this Agreement.
21. Compliance & Regulatory Responsibility
21.1 Vendor will comply with laws generally applicable to the conduct of its business.
21.2 Customer retains ultimate responsibility for its own regulatory and compliance obligations, including (without limitation) HIPAA, PCI-DSS, CJIS, SOC 2, GLBA, FERPA, CMMC, and state-level data protection laws. Vendor’s services are technical in nature and do not constitute legal, accounting, tax, or regulatory compliance advice.
21.3 Where a Business Associate Agreement, Data Processing Agreement, or CJIS Security Addendum is required, such agreement shall be executed separately and will govern handling of regulated data.
21.4 Export & Sanctions. Each party represents that it is not subject to U.S. export controls or economic sanctions that would prohibit performance, and that it does not appear on any U.S. government denied-parties list.
22. Security Incidents & Customer-Originated Risk
22.1 Vendor will promptly notify Customer of any actual unauthorized access to Customer systems or data of which Vendor becomes aware while performing services.
22.2 Vendor is not liable for security incidents, breaches, outages, or losses arising from (i) pre-existing vulnerabilities or misconfigurations not introduced by Vendor, (ii) Customer-supplied credentials, systems, or devices, (iii) Customer’s refusal to implement Vendor’s documented recommendations, (iv) end-user actions by Customer personnel, or (v) third-party platforms, services, or supply-chain events.
23. Right to Refuse & No Unlawful Work
Vendor reserves the right to decline or cease any task that (i) violates applicable law, a third-party license, or a manufacturer’s terms of use; (ii) is reasonably likely to cause material harm to a third party or the public; (iii) is unsafe for Vendor personnel; or (iv) conflicts with Vendor’s professional or ethical standards. Refusal under this Section is not a breach of this Agreement.
24. Remote Access & Session Logging
Customer authorizes Vendor to establish remote access for the delivery of services. Vendor may log commands, screen content, and session metadata for quality assurance, security, audit, and incident response purposes. Vendor will handle such logs under the Confidentiality obligations of this Agreement and retain them only as long as reasonably necessary.
25. Force Majeure
Neither party will be liable for delay or failure in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, governmental action, labor disputes, utility or telecommunications outages, internet backbone failures, cloud-provider outages, and malicious cyber events targeted at third-party infrastructure (“Force Majeure”). The affected party will provide prompt notice and use commercially reasonable efforts to resume performance. If a Force Majeure condition persists more than sixty (60) days, either party may terminate the affected SOW or MSA upon written notice.
26. Publicity & References
Unless Customer opts out in writing, Vendor may identify Customer by name and logo as a client in case studies, marketing collateral, proposals, and its website, without disclosing Confidential Information. Quotations and detailed case studies require Customer’s prior written approval.
27. Dispute Resolution & Attorneys’ Fees
27.1 Good-Faith Negotiation. Before initiating litigation, the parties will attempt in good faith to resolve any dispute through escalation to senior executives for at least thirty (30) days.
27.2 Venue. The state and federal courts located in the State of Colorado have exclusive jurisdiction over any dispute not resolved under Section 27.1.
27.3 Attorneys’ Fees. The prevailing party in any action to enforce this Agreement is entitled to recover its reasonable attorneys’ fees, expert fees, and costs.
27.4 Jury Waiver. EACH PARTY KNOWINGLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT.
28. Material & Data Access
Customer agrees to provide Vendor with full access to all requested data, systems, and environments reasonably necessary to perform the services. Customer assumes full responsibility for the accuracy of all material delivered to Vendor.
29. Survival
The following Sections survive termination or expiration of this Agreement: 5 (for amounts owed), 8.5, 10, 11, 12, 13, 14.2, 16, 17, 18, 19 (for coverage period), 21, 22, 24, 27, 29, 30, and 31, along with any other provision that by its nature is intended to survive.
30. General Provisions
30.1 Entire Agreement. This Agreement, together with the associated SOW or MSA, any executed Change Agreements, and any separate NDA, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, oral or written, on the subject matter.
30.2 Amendment. This Agreement may be amended only by a written amendment accepted by both parties.
30.3 Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
30.4 No Waiver. Failure to enforce any provision is not a waiver of that or any other provision.
30.5 Assignment. Neither party may assign this Agreement without the other party’s written consent, except that either party may assign to a successor by merger, acquisition, or sale of substantially all assets upon written notice.
30.6 Electronic Signatures & Notices. The parties agree that electronic signatures are binding and that a photocopy or electronic copy of this Agreement is treated as an original. By accepting this Agreement you consent to receive electronically all communications, amendments, payment notices, and disclosures related to this engagement. Communications will be sent to the email address on file unless updated.
30.7 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original.
30.8 Headings. Headings are for convenience only and do not affect interpretation.
30.9 Governing Law. CMF2025 LLC dba Prime Vector Technologies is located in the State of Colorado, U.S.A. This Agreement is governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict-of-laws rules.
30.10 Order of Precedence. In the event of conflict: (a) a separately executed NDA (as to confidentiality matters, where more restrictive), then (b) an executed Change Agreement, then (c) the SOW or MSA, then (d) these Terms of Service.
31. Definitions
| Term | Meaning |
|---|
| Agreement | These Terms of Service together with the associated SOW or MSA and any Change Agreements. |
| Change Agreement | A written amendment modifying the SOW or MSA. |
| Confidential Information | As defined in Section 11. |
| Customer | The party receiving services, as identified in the SOW or MSA. Where a Procuring Party signs on behalf of an End Customer (Section 1.5), “Customer” means the Procuring Party and the End Customer collectively. |
| Deliverable | Tangible work product created for Customer under an SOW or MSA. |
| End Customer | As defined in Section 1.5. |
| Force Majeure | As defined in Section 25. |
| MSA | Managed Services Agreement — a recurring/subscription services contract. |
| NDA | A separately executed Non-Disclosure Agreement. See Section 11.7. |
| Procuring Party | As defined in Section 1.5. |
| SOW | Statement of Work describing a specific engagement. |
| Vendor / PVT | CMF2025 LLC dba Prime Vector Technologies. |
| Vendor Tools | As defined in Section 10.4. |
Acceptance
By clicking to accept, signing the associated SOW or MSA, or continuing to receive services after receipt of these Terms of Service, Customer (and, where applicable, the Procuring Party on behalf of the End Customer) agrees to be bound by this Agreement in its entirety.
Revision History
| Date | Version | Author | Changes |
|---|
| 2026-04-14 | 1.0 | Craig Mock (craigmockPTV) | Initial publication. |
Change Classification
| Level | Meaning | Customer Action |
|---|
| Major (X.0) | Substantive change to scope of services, liability, payment, or governing law. | Vendor will notify in writing; re-acceptance required at renewal. |
| Minor (1.X) | Clarification, reordering, or non-material additions that do not reduce Customer rights. | Notice only; no action required. |
| Editorial (1.0.X) | Typographical, formatting, or reference corrections. | No action required. |
