Terms of Service

1. Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you, whether as an individual or on behalf of an organization, and CVA Advise, operating under CVA CONSULTING SERVICES L.L.C., a limited liability company organized under the laws of the State of Utah, United States.

By accessing our website at https://www.cvadvise.buzz, engaging our computer systems design and IT consulting services, submitting an inquiry through our contact form, or otherwise interacting with CVA Advise, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree with any provision of these terms, you must discontinue use of our website and services immediately.

We reserve the right to modify these terms at any time. Changes become effective upon posting to our website. Your continued use of our website or services following the posting of revised terms constitutes acceptance of those changes. It is your responsibility to review these terms periodically for updates.

2. Definitions and Interpretation

For the purposes of these Terms of Service, the following definitions apply:

• Company, we, us, or our refers to CVA CONSULTING SERVICES L.L.C., doing business as CVA Advise, with its principal place of business at 1341 S Glenmare St, Salt Lake City, UT 84105-2707, United States.
• Client, you, or your refers to the individual or legal entity accessing or using our website, engaging our services, or entering into a service agreement with us.
• Services refers to computer systems design, IT consulting, enterprise architecture planning, cloud infrastructure engineering, cybersecurity architecture, systems integration, network design, technology strategy, and all related professional services offered by CVA Advise.
• Deliverables refers to all reports, designs, specifications, architecture documents, code, configurations, diagrams, and other work products created by CVA Advise in the course of providing Services to a Client.
• Statement of Work (SOW) refers to a written document executed by both parties that defines the specific scope, timeline, deliverables, and fees for a particular engagement.
• Confidential Information refers to all non-public information disclosed by one party to the other in connection with the Services, whether oral, written, or electronic.

3. Services Description

3.1 Scope of Services

CVA Advise provides professional computer systems design and related IT consulting services. The specific scope of work for any engagement shall be defined in a mutually executed Statement of Work or service agreement. Our services include, but are not limited to:

• Enterprise architecture assessment, planning, and design
• Cloud infrastructure strategy, migration, and optimization
• Cybersecurity architecture, risk assessment, and compliance planning
• Systems integration architecture and middleware engineering
• Network infrastructure design and capacity planning
• Technology strategy, roadmapping, and vendor evaluation
• Technical due diligence and systems audit

3.2 Professional Standards

We perform all services with the degree of skill, care, and diligence normally exercised by qualified professionals performing similar services in the computer systems design industry. We adhere to industry-recognized standards, frameworks, and best practices relevant to each engagement.

3.3 No Guarantee of Specific Outcomes

While we employ rigorous methodologies and deep expertise, we do not guarantee specific business outcomes, revenue increases, cost reductions, or performance metrics. Technology systems are complex and outcomes depend on numerous factors beyond our control, including client implementation decisions, third-party dependencies, and evolving technical environments.

4. Client Obligations and Responsibilities

To enable CVA Advise to perform the Services effectively, you agree to the following obligations:

• Timely cooperation: Provide prompt access to your personnel, systems, documentation, facilities, and information reasonably required for us to perform the Services.
• Accurate information: Ensure that all information, data, and materials you provide to us are accurate, complete, and not misleading.
• Designated contact: Appoint a qualified representative with authority to make decisions, provide approvals, and serve as the primary point of contact throughout the engagement.
• Resource allocation: Allocate the internal personnel and resources identified as necessary in the Statement of Work for project success.
• Compliance: Comply with all applicable laws, regulations, and industry standards relevant to your operations and the Services.
• Security environment: Maintain adequate security measures for your own systems, networks, and data independent of and in addition to any security recommendations we provide.

5. Intellectual Property Rights

5.1 Pre-Existing Intellectual Property

Each party retains all right, title, and interest in and to its pre-existing intellectual property. Any tools, frameworks, methodologies, templates, code libraries, or know-how that CVA Advise developed prior to or independently of the engagement remain our exclusive property.

5.2 Deliverables and Work Product

Upon full payment of all fees due under the applicable Statement of Work, CVA Advise grants you a perpetual, irrevocable, non-exclusive, non-transferable license to use the Deliverables for your internal business purposes. We retain ownership of all Deliverables, including all underlying intellectual property rights, unless the Statement of Work expressly provides for an assignment of ownership.

5.3 Residual Knowledge

Nothing in these terms shall prevent CVA Advise from using general knowledge, skills, experience, ideas, concepts, and techniques acquired during the course of providing Services, provided that we do not disclose your Confidential Information or violate our confidentiality obligations.

6. Confidentiality

6.1 Confidentiality Obligations

Each party agrees to hold the Confidential Information of the other party in strict confidence and to use such information solely for the purpose of performing its obligations or exercising its rights under these terms. Neither party shall disclose Confidential Information to any third party without the disclosing party's prior written consent, except as required by law.

6.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is rightfully obtained by the receiving party from a third party without restriction.

6.3 Duration

The obligations of confidentiality shall survive termination or expiration of any service agreement for a period of five years, or indefinitely with respect to trade secrets and information protected by data privacy laws.

7. Fees, Payment, and Invoicing

7.1 Fee Structure

Fees for Services shall be as specified in the applicable Statement of Work. Fee structures may include fixed-price project fees, time-and-materials arrangements with hourly or daily rates, retainer agreements, or milestone-based billing. The specific fee arrangement will be clearly defined in each Statement of Work.

7.2 Expenses

You agree to reimburse CVA Advise for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services, including travel, lodging, software license fees, and third-party service costs. Reimbursable expenses must be supported by receipts or other documentation.

7.3 Payment Terms

Unless otherwise specified in a Statement of Work, invoices are payable within thirty calendar days of the invoice date. Late payments shall accrue interest at a rate of one and one-half percent per month, or the maximum rate permitted by applicable law, whichever is lower.

7.4 Taxes

Fees are exclusive of applicable taxes, levies, and duties. You are responsible for payment of all sales, use, value-added, withholding, and similar taxes imposed on the Services, other than taxes based on our net income.

8. Limitation of Liability

8.1 Exclusion of Certain Damages

To the fullest extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, revenue, data, business opportunity, or goodwill, whether arising in contract, tort, strict liability, or otherwise, even if advised of the possibility of such damages.

8.2 Liability Cap

The aggregate liability of CVA Advise for all claims arising out of or relating to these Terms of Service or any Services provided hereunder shall not exceed the total fees paid or payable by you to CVA Advise during the twelve-month period immediately preceding the event giving rise to the claim. For engagements of less than twelve months, the cap shall be the total fees paid under the applicable Statement of Work.

8.3 Exceptions

The limitations set forth in this section shall not apply to: (a) liability arising from a party's fraud, gross negligence, or willful misconduct; (b) breach of confidentiality obligations; (c) infringement or misappropriation of intellectual property rights; or (d) any liability that cannot be limited or excluded under applicable law.

9. Warranties and Disclaimers

9.1 Mutual Warranties

Each party represents and warrants that: (a) it has the full right, power, and authority to enter into and perform its obligations under these terms; (b) its execution and performance of these terms does not violate any other agreement to which it is a party; and (c) it will comply with all applicable laws and regulations in performing its obligations.

9.2 Service Warranty

CVA Advise warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. If any Service fails to meet this standard, we will, as your sole and exclusive remedy, re-perform the non-conforming Service at no additional charge, provided you notify us in writing within thirty days of delivery of the relevant Deliverable.

9.3 Disclaimer

Except as expressly set forth in these terms, CVA Advise provides all services and deliverables on an AS IS basis and disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that any recommendations, designs, or deliverables will be error-free, uninterrupted, or achieve any specific result.

10. Indemnification

10.1 By CVA Advise

We agree to indemnify, defend, and hold you harmless from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) our gross negligence or willful misconduct; (b) bodily injury or damage to tangible property caused by our personnel; or (c) infringement of third-party intellectual property rights by our Deliverables, provided such Deliverables were used in accordance with the applicable Statement of Work and not modified by you.

10.2 By You

You agree to indemnify, defend, and hold CVA Advise harmless from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) your use of Deliverables in a manner inconsistent with our recommendations or the applicable Statement of Work; (b) your breach of these terms; or (c) your violation of applicable laws or third-party rights.

10.3 Procedure

The indemnified party shall provide prompt written notice of any claim, tender sole control of the defense and settlement to the indemnifying party, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim that imposes unindemnified liability on the indemnified party without prior written consent.

11. Termination

11.1 Termination for Convenience

Either party may terminate any Statement of Work for convenience by providing thirty days written notice to the other party. Upon termination for convenience, you shall pay CVA Advise for all Services performed through the effective date of termination and for all non-cancellable third-party costs reasonably incurred.

11.2 Termination for Cause

Either party may terminate any Statement of Work immediately upon written notice if the other party materially breaches any provision of these terms or the applicable Statement of Work and fails to cure such breach within fifteen days after receiving written notice describing the breach in reasonable detail.

11.3 Effect of Termination

Upon termination: (a) CVA Advise shall deliver to you all completed and in-progress Deliverables for which payment has been received; (b) you shall pay all outstanding fees and expenses due; (c) each party shall return or destroy the Confidential Information of the other party; and (d) provisions that by their nature should survive termination shall continue in effect.

12. Website Use and Acceptable Conduct

12.1 Permitted Use

You may access and use our website for lawful purposes related to evaluating or engaging our Services. You agree not to use our website in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use of the website.

12.2 Prohibited Activities

When using our website, you agree not to:

• Attempt to gain unauthorized access to any portion of the website, our systems, or networks
• Use any automated means, including robots, spiders, or scrapers, to access or collect data from the website without our express written permission
• Upload or transmit viruses, malware, or any other malicious code
• Engage in any activity that violates applicable laws or regulations
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Submit false, misleading, or fraudulent information through our contact forms or other communication channels

12.3 Website Content

All content on our website, including text, graphics, logos, images, and software, is the property of CVA Advise or its content suppliers and is protected by United States and international copyright and trademark laws. You may not reproduce, distribute, modify, or create derivative works of any website content without our prior written consent.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms of Service and any dispute arising from them shall be governed by and construed in accordance with the laws of the State of Utah, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

13.2 Negotiation

In the event of any dispute, claim, or controversy arising out of or relating to these terms, the parties shall first attempt to resolve the matter through good-faith negotiations. Either party may initiate this process by providing written notice to the other party describing the nature of the dispute and the desired resolution.

13.3 Mediation

If the parties are unable to resolve a dispute through negotiation within thirty days, they shall submit the dispute to non-binding mediation administered by a mutually agreed-upon mediation service in Salt Lake County, Utah. Each party shall bear its own costs of mediation, and the parties shall share equally the fees of the mediator.

13.4 Arbitration

If mediation is unsuccessful, any unresolved dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Salt Lake City, Utah, before a single arbitrator mutually selected by the parties. The arbitration award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.

13.5 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm, including infringement or misappropriation of intellectual property rights or breach of confidentiality obligations.

14. General Provisions

14.1 Entire Agreement

These Terms of Service, together with any executed Statement of Work, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

14.2 Severability

If any provision of these terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

14.3 Waiver

No waiver of any provision of these terms shall be effective unless in writing and signed by the waiving party. The failure of either party to enforce any right or provision shall not constitute a waiver of future enforcement of that right or provision.

14.4 Force Majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government orders, pandemics, internet or utility failures, or labor disputes. The affected party shall promptly notify the other and use reasonable efforts to resume performance.

14.5 Assignment

Neither party may assign or transfer these terms, or any rights or obligations hereunder, without the prior written consent of the other party, except that CVA Advise may assign these terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this provision shall be void.

14.6 Independent Contractor

The relationship between the parties is that of independent contractors. Nothing in these terms shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other or incur obligations on the other's behalf.

14.7 Third-Party Beneficiaries

These terms are for the sole benefit of the parties hereto and their permitted assigns. Nothing herein shall confer upon any third party any right, benefit, or remedy of any nature whatsoever.

15. Contact and Notices

All notices, requests, and communications required or permitted under these Terms of Service shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice.

Notices sent by email shall be deemed received on the business day following transmission, provided no delivery failure notification is received. Notices sent by certified mail shall be deemed received three business days after deposit. For urgent matters, we recommend using both email and telephone communication.

If you have questions about these Terms of Service, wish to report a violation, or need to discuss a potential dispute, please contact us using the information above. We are committed to addressing your concerns promptly and professionally.