TERMS OF SERVICE FOR
BUSINESS INTERNET PROFESSIONAL MANAGED SERVICES

These are the Terms of Service to the Agreement between Customer and Verizon Wireless for Business Internet Professional Managed Services, which consist of a Site Survey, Staging/Kitting, Remote or On Site Installation and Proactive Monitoring and Hardware Replacement (“Service(s)”, “Professional Services” and “Business Internet Professional Managed Services” are used interchangeably) as described below.  Work related to the Services may be performed by Verizon Wireless or by third party contractors under the supervision of Verizon Wireless. 

Verizon and Customer may be described as a “Party” and, collectively, the “Parties”. 

These Terms of Service include: (i) Wireless Professional Services Service Attachment, and (ii) Statement of Work (“SOW”). The Professional Services provided to Customer are governed by these Terms of Service and Customer’s Agreement.  The order of precedence (in descending priority) is: (a) SOW, (b) Wireless Professional Services Service Attachment, and (c) Agreement.  

These Terms of Service do not convey any right to access or use any other Verizon Wireless services, including without limitation, wireless connectivity service, which are governed by separate agreements.

VERIZON WIRELESS PROFESSIONAL SERVICES SERVICE ATTACHMENT

Definitions.  The following definitions apply to Wireless Professional Services, in addition to definitions in the Agreement and SOWs:

1.  Service Definition

2.1  Verizon Professional Services provide technical, advisory and consultative services, including reports or other Deliverables specified in the applicable SOW.  Verizon will document any request to change a SOW in a Change Order to be executed by both Parties.

2.2  Verizon controls the means, methods, places and time of its performance of the Professional Services (including the use of subcontractors and consultants).  Nothing in the SOW creates an employer-employee relationship between Customer and either Verizon or any employee or agent of Verizon.

2.3  Verizon reserves the right to decline a Customer request to provide Professional Services at any Customer Site if, in Verizon’s sole discretion: (1) the Customer Site is unsafe for Verizon personnel; (2) applicable tax, regulatory laws, rules, or regulations render performance of Professional Services in a location unreasonable, impracticable, or impossible; or (3) Verizon is unable to obtain a necessary permit, or similar authorization.    

2.4  Customer is solely responsible for determining the suitability of third party products and services, and Verizon has no liability or responsibility for Customer’s third party products and services.  

2.5  Each Deliverable and the Project altogether are deemed accepted and complete at the time of delivery/performance, unless Customer promptly demonstrates to the reasonable satisfaction of Verizon that it fails to meet the Order requirements.     

2.6  Customer will pay the charges stated in a SOW and/or Order (“Charges”).  Verizon may incur reasonable travel, lodging and other associated expenses in connection with the performance of a Project.  Verizon may invoice these expenses monthly in arrears.

3.  Assistance.  Customer will make available to Verizon: (a) any systems to be tested (both physically and remotely), with normal operating throughput; (b) all system, policy, process or other documentation reasonably requested; (c) all necessary personnel (including business partners, and vendors, as appropriate) for meetings or interviews; and (d) emergency contact numbers, if requested, for emergencies occurring outside of Business Days.       

3.1  Customer warrants that it owns all right, title, and interest in and to, or has the license for and the right to grant Verizon access to, any programs, systems, data, materials, internet protocol (“IP”) addresses, domains or other information furnished by Customer to Verizon for the purpose of enabling Verizon to perform the Professional Services.  Customer will ensure the accuracy of the IP addresses, domains, programs, systems, data, materials or other information furnished by Customer to Verizon.

3.2  Customer represents and warrants that: (a) it has and will continue to have full authority to consent to having the Professional Services provided; and (b) it has obtained in writing all authorizations necessary from any third party for Verizon to provide the Professional Services.

4. Conditions.  A SOW may identify Conditions on which the SOW is based.  Each Party will notify the other promptly if it determines that a Condition has not been met or is unlikely to be met.  If Verizon reasonably determines that an unmet Condition will adversely impact Verizon’s performance or delivery of the Project (such as its likely costs, required effort, timelines, etc.), the Parties will work diligently to reach agreement on a Change Order to cure it, and Verizon may suspend work on the Project in the meantime (without limiting any other remedy it may have). If a Condition is not met, and within 45 days the Parties have not agreed on a Change Order to cure it (starting from the date Verizon provides Customer a proposed Change Order), then Verizon may terminate the work.

5. Copyright, Intellectual Property and License. For any Deliverables owned by Verizon and Verizon Underlying Materials incorporated into any Deliverable, Verizon grants to Customer a non-exclusive, worldwide, royalty-free license to use them for either: (a) use with or as part of the Professional Services; or (b) perpetually, if such Deliverable is, by its nature and content, intended to be used after the provision of Professional Services, provided that Verizon may terminate that license if Customer is in breach of the Agreement, and Customer may use the Verizon Underlying Materials only as part of the Deliverable and not on a standalone basis. The Deliverables and Verizon Underlying Materials are Verizon Confidential Information and Customer agrees not to sublicense, distribute, sell, assign, decompile, reverse engineer, or otherwise attempt to access the source code of, modify, alter, or make derivative works of them.  Customer grants Verizon, its Affiliates and their contractors a worldwide, non-exclusive, royalty free, non-transferable license to use, disclose, copy, display, and create derivative works of the Original Customer-Unique Content in performing a Project.

5.1   As between Verizon (excluding its suppliers and contractors) and Customer, Customer owns the copyright in the part of the Deliverable that is Original Customer-Unique Content.  All other intellectual property rights in the Deliverables, or based on them, are the sole and exclusive property of Verizon or its vendors.

5.2  Verizon retains ownership, including worldwide intellectual property rights, in any and all: (a) Deliverables, other than the copyright to the Original Customer-Unique Content; and (b) Verizon Underlying Materials that are incorporated into any Deliverable, such as templates, forms, and underlying methodologies.  

6. Financial Terms

6.1  Rates and Charges. Customer will pay the Charges set forth in Exhibit A for the Services ordered. Services will be charged on a non-recurring basis (NRC) or a monthly recurring basis (MRC) depending on the Services Customer orders. Services that are charged NRC will be invoiced upon the completion of Services provided for such NRC SKU.  Services that are charged an MRC will be invoiced monthly, starting upon the completion of Services provided for such MRC SKU. Verizon considers this a standard product offering and therefore the charges set forth in Exhibit A are subject to change for new orders.

7.  Term and Termination of Services 

a)  Term. For all Service options the service term is month-to-month. the Term commences when Verizon fulfills the order and approves the order completion.  Verizon will notify Customer upon order completion. 

b)  Verizon Wireless reserves the right to discontinue or otherwise terminate the Services by providing at least ninety (90) days’ written notice to Customer. Customer shall be responsible for all Charges incurred through the date of termination.  

c)  VERIZON WIRELESS CAN WITHOUT NOTICE AND WITHOUT PENALTY OR OTHER OBLIGATION, LIMIT, SUSPEND, OR CANCEL THE SERVICES IF CUSTOMER BREACHES THE TERMS AND CONDITIONS HEREIN. Customer will, upon termination, be responsible for all outstanding Charges, including early termination charges if applicable. 

STATEMENT OF WORK 

1. Description of Project. Each location where a single FWA Device will be installed is a Customer Site. Verizon will provide Customer with the following Professional Services for a 5G C-Band, 5G mmWave, or 4G Long-Term Evolution (4G LTE) FWA Device at the Customer Site, as ordered by Customer:

• Conduct a site survey (“Site Survey”) as described below;
• Perform staging and kitting for all FWA Devices that will be installed;

Either:

• Provide onsite installation of an FWA Device at each location specified in the Site Survey; or     
• Provide remote installation support;
• Provide device management support.

1.1. Work Order. Verizon and Customer will document each Customer Site in scope for this SOW in an intake form or work order (“Work Order”). Customer will provide Verizon the following information for each Customer Site to include in the Work Order: (a) address, (b) local contact, (c) hours of operation, (d) access requirements, and (e) availability for conducting the ordered Services.

1.2. Personnel Lift. At each Customer Site where the height requirement exceeds twelve (12) feet, Verizon will quote a single-person capacity personnel lift. Verizon will be responsible for procurement, operation and return of the lift from each Customer Site. Verizon will ensure field technicians are trained and qualified to operate the equipment being used.      

1.3. Deliverables. Customer will have two (2) Business Days after receipt of a Deliverable to evaluate that Deliverable. Within such period, Customer may request changes via email to the Verizon project manager, who will evaluate the request, make any mutually agreed changes, and submit any modified Deliverable. Deliverables are intended for Customer and Verizon use only. Customer may disclose a Deliverable to a third party pursuant to the Agreement’s confidentiality terms and upon Verizon’s written approval.

1.4. Dispatch Charges. For Site Survey, Site Readiness and On-Site Installation, as applicable, Verizon will schedule a technician to perform Services during a four-hour (4) arrival window during a Business Day at the Customer Site (a “Dispatch”). If during the scheduled arrival window, the Verizon technician is turned away or otherwise refused entry for reasons outside Verizon’s control, Customer will pay a missed appointment Charge for that Dispatch in addition to Charges associated with any additional Dispatch to complete the Service for that Customer Site. Customer may request afterhours Services for an additional fee which will be quoted upon Customer request.

1.5. Admin Access. Customer must provide Verizon (or its subcontractor) with collaborator admin access to its cloud management platform for all FWA Devices installed as part of this SOW. All licenses for FWA Devices installed under this SOW will be on a Service specific sub-account within the cloud management platform.

2.    Scope of Work

2.1    Site Survey – Standard for 4G LTE and 5G C-Band. A physical assessment and throughput testing indoors and outdoors.  Assess the cellular radio frequency (“RF”) characteristics and performance of up to three (3) locations within the Customer Site where the cellular device is intended to be installed (“Location(s)”). 

2.2 Site Survey for 5G Millimeter Wave (mmW or mmWave). Indoor/Outdoor. Verizon will conduct a directional FWA Site Survey to assess the cellular radio frequency (“RF”) characteristics and performance from the roof or exterior of the Customer Site where the directional device is intended to be installed (“Receiver Location”) as well as cabling path from the receiver to the router.  

2.3 Site Survey Multi-Carrier: 
Active signal strength survey of up to three (3) major carriers - Indoor/Outdoor. Pre Site Survey (Physical assessment and throughput testing Indoors and outdoors).  Assess the cellular radio frequency (“RF”) characteristics and performance of up to three (3) locations within the Site where the cellular device is intended to be installed (“Location(s)”). 

2.4 Business Internet Remote Installation
Remote Installation Support.  Remote installation support consists of phone support from CTS Mobility working w/ customer to install/activate their router and does not require onsite support. Remote Installation Support Deliverables: Verizon will provide a report showing the equipment is active and functioning on the End User’s cloud management platform.

2.5 Business Internet Indoor Installation. 
Device Indoor Installation Only with no cable pull or CAT6e. Interior Antenna Installation only. If a cable pull or CAT6e is required per the Site Survey, Customer will be charged an NRC for such installation.
An interior antenna Site installation consists of the installation of an Omni FWA cellular antenna, mounted internally to the Site building, that requires a cabled connection to an FWA device located internally to the Site building (“Interior Antenna Install”). An Interior Antenna Installation will only be conducted as part of an Interior Site Install and not as a separate Site visit. 

2.6 Business Internet OD Wall installation
Device Wall Mount Installation with up to 300ft Cat5e drop, grounding, and mounting hardware (Includes Wall Mount BOM). Exterior FWA Device or Antenna Installation: An exterior FWA device or antenna Site installation consists of the installation and service activation of an exterior mounted FWA device or installation of a remote, detached  antenna, mounted externally to the Site, which requires a cabled connection to a router or FWA device located internally at the Site (“Receiver/Antenna Install”). 

2.7 Business Internet Roof Top Installation 
Device Rooftop Installation with non-pen rooftop mount, 300ft Cat5e cable and drop, grounding, lightning arrestor, and mounting hardware (Includes Rooftop BOM). Exterior FWA Device or Antenna Installation: 
An exterior FWA device or antenna Site installation consists of the installation and service activation of an exterior mounted FWA device or installation of a remote, detached  antenna, mounted externally to the Site, which requires a cabled connection to a router or FWA device located internally at the Site (“Receiver/Antenna Install”). 

2.8 Business Internet Service Management – Remote
Remote Installation Support 24x7 Monitoring and Help Desk Management Tier 1 & 2 with escalation to BGCO for Tier 3 + Remote Support for NBD Device Replacement and Return Merchandise Authorization (RMA).  Verizon will replace device at no cost to the end customer.  Verizon will use the cloud-based platforms to proactively monitor approved devices twenty-four (24) hours a day, three hundred and sixty-five (365) days a year, and notify the Verizon help desk upon alerts for resolution. Verizon help desk will verify equipment related issues and will verify supported software or SIM card related issues.

2.9 Business Internet Service Management - Indoor
Professional Installation Support 24x7 Monitoring and Help Desk Management Tier 1 &2  with escalation to BGCO for Tier 3 + 8x5XNBD On Site Tech + Return Merchandise Authorization (RMA). Verizon will replace device at no cost to the end customer. On Site Maintenance services will be provided to End Users that receive an On Site Installation from the  Verizon. If Verizon is unable to resolve the issue remotely, Verizon will contact the End User to schedule  a physical dispatch to the Site to resolve the issue. 

2.10 Business Internet Service Management – Outdoor
Professional Installation Support 24x7 Monitoring and Help Desk Management Tier 1 &2  with escalation to BGCO for Tier 3 + 8x5XNBD On Site Tech + Return Merchandise Authorization (RMA). Verizon will replace device at no cost to the end customer. On Site Maintenance services will be provided to End Users that receive an On Site Installation from the  Verizon. If Verizon is unable to resolve the issue remotely, Verizon will contact the End User to schedule  a physical dispatch to the Site to resolve the issue. 

2.11 Business Internet Service – Installation Support for Multi-Carrier devices
Professional Installation Support Multi-carrier devices - 24x7 Monitoring and Help Desk Management Tier 1 &2 and with escalation to BGCO for Tier 3 +8 x5XNBD On Site Tech + Return Merchandise Authorization (RMA). Verizon will replace device at no cost to the end customer.  On Site Maintenance services will be provided to End Users that receive an On Site Installation from the Verizon. If Verizon is unable to resolve the issue remotely, Verizon will contact the End User to schedule a physical dispatch to the Site to resolve the issue.

2.12 Staging and Kitting. Verizon will perform the following staging and kitting services to prepare the separately purchased Customer FWA Devices for installation:

2.12.1    Device Warehousing. Verizon will receive the FWA Devices and be responsible for the following activities:

• Device Receipt
• Almacenamiento del dispositivo
• Device Configuration
• Shipment of Device and installation materials to Customer Site.       

2.13    On Site Installation. Verizon will perform the following installation Services (“On-Site Installation”) for the separately purchased Customer FWA Devices at the Customer Site:

• Mount the FWA Device at the Location specified in the Site Survey according to the manufacturer requirements;
• Connect the required cables for the FWA Device;
• For an external FWA Device, confirm the FWA Device is grounded according to manufacturer requirements;
• Connect the power source to the FWA Device, and plug the power source into the identified outlet;
• Execute and record the results of cellular service quality tests, including validation of upload and download speeds for all approved carriers as needed; and
• When the installation Location requires cable installation, install up to three hundred (300) feet of cable for the FWA Device.

2.14    Remote Installation. Verizon will perform the following remote installation Services (“Remote Installation”) for 5G C-Band or 4G Long-Term Evolution FWA Devices:

• Provide self-installation guide to Customer
• Provide twenty-four (24) hour, seven (7) day a week support to resolve activation issues during installation;
• Verify the correct set up of FWA Devices;
• Review connection status;
• Work with Customer to determine optimal placement of FWA Devices; and 
• Monitor FWA Devices until we verify stable state.

2.15    FWA Device Management. Verizon will perform the following device management support services (“Device Support Services”) as ordered: 

2.15.1   Remote Monitoring. Verizon will provide remote monitoring of the FWA Device in the cloud based platform twenty-four (24) hours a day, seven (7) days a week, three hundred sixty-five (365) days a year. Each alert will be registered as an incident with Help Desk Support for resolution. Customer will receive a notification of the issue and a timeline for resolution. Monitoring of non-Verizon carriers will be limited to up/down status monitoring with only alert notification to the Customer for Customer resolution. 

2.15.2    Help Desk Support. Customers will be provided a phone number and email address to submit incidents directly to Help Desk Support to assess and diagnose, and resolve FWA Device issues. If the FWA Device is found to be defective, Verizon will initiate the FWA Device replacement process with the FWA Device manufacturer.

• Sites that received On-Site Installation will have a technician dispatched for FWA Device replacement the next Business Day after the replacement FWA Device is confirmed to be at the Customer Site.
• Sites that received Remote Installation will have a remote technician scheduled for assistance with FWA Device replacement the next Business Day after the replacement FWA Device is confirmed to be at the Customer Site. Customer will be responsible to re-package the defective FWA Device and return to the manufacturer per manufacturer directions.  

Exhibit A
Charges

Standard Non Recurring Charges (NRC)

 Monthly-Recurring Charges (MRCs)

NRC – a la carte Services