Service Agreement <br>
CP Telecom is in the business of offering dial-up Internet access and related services to subscribing users. By using CP Telecom services, CP Telecom and each subscribing user (“You” or “User”) are agreeing to accept, and be legally bound by, the terms and conditions of this Agreement. THEREFORE, THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CP TELECOM. IF YOU DO NOT WISH TO BE BOUND TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT USE THE SERVICES OF CP TELECOM OR DISCONTINUE USING THE SERVICES OF CP TELECOM WITHIN 3 DAYS AFTER YOUR RECEIPT OF THIS AGREEMENT. YOU MUST NOTIFY CP TELECOM TO CANCEL ACCOUNT.  
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Privacy <br>
  The name, address and payment information that you provide when you subscribe to CP Telecom, together with information regarding the manner in which you use CP Telecom and/or the Internet, will not be processed or disclosed by CP Telecom except as permitted by this Agreement. 
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  By becoming a User, you agree that CP Telecom may share with other parties both aggregate information and limited individual information gathered during your use of CP Telecom and/or the Internet. However, CP Telecom will not disclose your personal name or identification when sharing such information with others. Further, CP Telecom may disclose that you are a subscribing user of CP Telecom services and use your name and identity as a subscriber in its advertising or publicity or as required by law.  
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Subscription Requirements <br>
Users must be at least 18 years old. Local access numbers may not be available in all areas. User is solely responsible for determining if the use of a particular access number will cause the user to incur long-distance, toll, or other charges. CP Telecom is not responsible for any long-distance, toll, or any other telecommunications charges you incur. Cancellations are NOT accepted via email. You must call in to cancel any or all services. 
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User's Account, Password and Security <br>
  You agree to (a) maintain all equipment required for your access to and use of CP Telecom; (b) maintain the security of your User identification, password and other confidential information referring to your CP Telecom account; and (c) be responsible for all charges resulting from use of your CP Telecom account, including unauthorized use prior to your notifying CP Telecom of such use and taking steps to prevent its further occurrence by changing your password. 
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  Either you or CP Telecom may terminate this Agreement and your use of CP Telecom services at any time, with or without cause, upon prior notice. CP Telecom also reserves the right to terminate or suspend your CP Telecom service without prior notice, but CP Telecom will confirm such termination or suspension by subsequent written notice.  
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Assignment; Household Use; Minors <br>
  Your privilege of using CP Telecom services is personal. Subject only to minors in your household, you agree not to assign, transfer or sublicense your rights as a User. 
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  You may allow other members of your household to use your CP Telecom account, provided that you hereby agree to pay all charges that they incur and to be responsible for all other aspects of their usage. 
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  You acknowledge that you are aware that some areas of CP Telecom and the Internet may contain material that is unsuitable for minors, and you agree to supervise usage by minors whom you permit to use your CP Telecom account.  
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Third Parties <br>
  Content, goods and/or services provided to you by any third party through CP Telecom may be subject to additional charges, terms and conditions. You agree to review any such additional charges, terms and conditions before using such services and that your use constitutes your acceptance thereof. 
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  You agree that CP Telecom is not a party to any transaction involving you and a third party. You also agree that CP Telecom is not liable for any costs or damages arising out of any dispute between you and a third party with respect to your use or purchase of its content, services or products. 
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  If I am ordering DSL service, I understand that I am authorizing a 3rd party to charge me for that service and that CP Telecom will charge me for Internet service as specified by CP Telecom. I authorize CP Telecom to order DSL service for me. 
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Payment Obligations of Subscriber <br>
  You agree to pay all charges for use of CP Telecom at the prices then in effect for your place of residence and/or business. CP Telecom user fees will be subject to sales taxes and other taxes as appropriate. 
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  CP Telecom reserves the right to change prices or institute new charges for access to or use of CP Telecom at any time upon not less than thirty (30) days notice to users. 
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  Continued use of CP Telecom or non-termination of your subscription after notification of changes in pricing constitutes your acceptance of the prices as modified. 
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  Payment of your CP Telecom account balance is due by the 15th of the month. 
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  All subscription payment, prepayments and advance payments are non-refundable. Pro-rated credits are not available upon early termination. 
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  Each time you use CP Telecom, you agree and reaffirm that CP Telecom is authorized to charge your designated credit card, if applicable, or your Automated Funds Transfer Account, if applicable. 
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  You must promptly notify CP Telecom of changes to: (a) the account number or expiration date of your designated credit card if you have authorized charges to a designated credit card; (b) the account number of your Automated Funds Transfer Account if you have authorized charges to an Automated Funds Transfer Account; (c) your billing address; and (d) the name of each minor whom you have authorized to use your CP Telecom account. You must also promptly notify CP Telecom if your designated credit card is canceled or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user identification or password. 
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  All communications concerning disputed amounts must be sent to us at the address for billing inquiries, CP Telecom, 209 West 1 st Street , Duluth , Minnesota 55802 . Any disputed amounts must be reported to CP Telecom within 90 days of the invoice date. Checks or other payment instruments in an amount less than the full amount due that you send to us marked “paid in full”, or which you otherwise attempt to tender as full satisfaction of a disputed amount, will not be deemed to be accepted by CP Telecom as satisfaction of the disputed amount even if cashed or otherwise negotiated by CP Telecom. 
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  CP Telecom reserves the right to suspend or terminate this Agreement and your privileges to use CP Telecom services without notice upon rejection of any credit card charges, rejection of your Automated Funds Transfer Account or if your card issuer seeks return of payments previously made to CP Telecom when CP Telecom believes you are liable for the charge. Such rights are in addition to and not in lieu of any other legal rights or remedies available to CP Telecom.Suspended accounts are subject to a $20 reactivation fee per service effective January 1, 2005. 
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  CP Telecom reserves the right at any time to limit or terminate the use of your Account without giving you notice in advance unless we are required to give you notice by applicable law. If you want to cancel a monthly or other term service, the request must be made to CP Telecom prior to the end of that term to avoid billing of the next term. 
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  You agree to pay all charges by the due date listed on your statement. In the event you account goes over terms and becomes past due, you will be charged a $5 minimum finance charge, or 1.5% (18% per annum) of the unpaid balance, whichever is greater. 
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  CP Telecom reserves the right to refer your CP Telecom account to a third party for collection and/or report the unpaid balance to a credit reporting agency in the event of ongoing default. 
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  If any check presented in payment on your Account is returned to us unpaid by your bank, we may charge to your Account the amount of the check plus a recollection fee of $20.00 to cover our collection costs, and bank service fee, along with such other amount as may be authorized under Minnesota law. Any payments made via direct debit from checking or savings account , that are returned as unpaid by the customer's bank, will be subject to the $20.00 return check fee. We will add any such fees to the balance due on your Account.   
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Indemnification <br>
  You agree to indemnify CP Telecom, its affiliates, officers, agents, directors, shareholders and employees from and against any and all liabilities, expenses (including attorney's fees) and damages arising out of claims based upon use of your CP Telecom account, including any claim of libel, defamation, violation of rights of privacy or publicity, loss of service by other users and infringement of intellectual property or other rights.  
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Disclaimer of Warranties and Limitation of Liability <br>
  All programs, services, processes, designs, software, technologies, trademarks, tradenames, inventions and materials comprising CP Telecom are wholly owned by CP Telecom. You shall have the nonexclusive privilege of using such materials during the term of this Agreement. 
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  CP TELECOM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES TO YOU REGARDING THE USABILITY, CONDITION OR OPERATION THEREOF. CP TELECOM MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING CONTENT, GOODS OR SERVICES PROVIDED BY ANY THIRD PARTY. CP TELECOM DOES NOT WARRANT THAT ACCESS TO OR USE OF CP TELECOM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT CP TELECOM SOFTWARE OR SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. CP TELECOM EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. 
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  YOUR USE OF CP TELECOM AND ALL CP TELECOM SOFTWARE AND SERVICES IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES OR OTHER MATERIAL OBTAINED THROUGH CP TELECOM. 
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  CP TELECOM SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU AGREE THAT CP TELECOM WILL NOT BE LIABLE FOR DAMAGES (INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES) ARISING OUT OF YOUR USE OF OR INABILITY TO USE CP TELECOM OR ANY CP TELECOM SOFTWARE OR SERVICES, OR THE ACTIONS OR INACTIONS OF ANY THIRD PARTY, AND YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF CP TELECOM HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. CP TELECOM'S LIABILITY TO YOU FOR BREACH OF THIS AGREEMENT IS LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR ACCESS TO AND USE OF CP TELECOM FOR A PERIOD OF TIME NOT TO EXCEED THREE CONSECUTIVE MONTHS, EXCLUSIVE OF PAYMENTS RELATING TO GOODS AND SERVICES PURCHASED FROM THIRD PARTIES. YOU HEREBY RELEASE CP TELECOM FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES AND CONDITIONS TO BE EXCLUDED OR MODIFIED OR LIABILITY TO BE LIMITED, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU.  
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Effective Date and Changes to Terms <br>
  This Agreement takes effect on the date on which you first use CP Telecom and continues until this Agreement and your privilege to use CP Telecom services is terminated either by you or by CP Telecom. CP TELECOM RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AT ANY TIME BY PROVIDING TO YOU WRITTEN, E-MAIL OR POSTED NOTICE. YOUR NON-TERMINATION OR CONTINUED USE OF CP TELECOM AFTER NOTIFICATION OF CHANGES CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AS MODIFIED.  
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General <br>
  You acknowledge that no joint venture, partnership, employment or agency relationship exists between you and CP Telecom as a result of your use of CP Telecom or CP Telecom services. You agree not to hold yourself out as a representative, agent or employee of CP Telecom, and that CP Telecom will not be liable by reason of any representation, act or omission to act by you. 
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  This Agreement and the CP Telecom Acceptable Use Policy constitutes the entire agreement between you and CP Telecom and supersedes all prior or contemporaneous communications and proposals, whether oral or written. There are no representations, understandings or agreements which are not fully set forth in this Agreement. 
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  Users subscribing to CP-Unlimited Internet Access are granted space on CP Telecom's equipment for the storage of e-mail, webmail, a personal web site, or storage of files. This space is restricted based on the product purchased, and CP Telecom reserves the right to remove or block any information that exceeds the allowed amount. Other users are not entitled to any storage on CP Telecom's equipment. 
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  No purported amendment, modification or waiver of any provision of this Agreement shall be binding unless set forth in a written document signed by CP Telecom. 
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  This Agreement and the legal relations between you and CP Telecom shall be governed by and construed in accordance with the laws of the State of Minnesota . The place for any legal disputes shall be at CP Telecom's choice of venue. 
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  The headings are for convenience of reference only and do not define, limit or construe the contents. 
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  If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never constituted a part hereof, and the remaining provisions shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a legal, valid and enforceable provision as similar in terms to the illegal, invalid or unenforceable provision as may be possible. 
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  The representations, warranties and indemnifications in this Agreement shall not be deemed to be waived or otherwise affected by any investigation made by any other party. The representations, warranties and indemnifications contained in this Agreement shall survive the termination of this Agreement. 
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Revised: 12/04