General Terms and Conditions Business to Business (828)

Note that the following Terms and Conditions apply to all commercial customers of Pavlov Media, Inc., its affiliates and subsidiaries, hereinafter referred to as “Company.” Link to accept these General Terms and Conditions in order to obtain service is: https://www.pavlovmedia.com/general-terms-and-conditions

1. Definitions

a. “User” — A user of the services offered may be considered “User,” “Client,” or “End User.” b. “Client” — An individual or entity who purchases services, utilizes services, and pays invoices, and may allow access downstream to others. c. “End User” — An individual or entity who takes advantage of or utilizes services, whether as the Client or as a User downstream of the Client.

2. Representations and Warranties of User

User represents, warrants, and agrees that: a. A User will comply with this Agreement and accept all responsibility and liability for their actions. b. User has full power and authority to enter into this Agreement and to meet the terms and conditions of the Contract, to grant the licenses provided in this agreement, and the person signing the Contract on behalf of a Client is authorized to bind a Client. c. User is under no obligation, contractual or otherwise, to grant, and has not granted, to any third party the right to provide the services at the Property or any other rights that would prevent User from performing its obligations under this Agreement. d. User is responsible for providing Company all contact information as required. e. User agrees that User is purchasing the products and services for User’s internal use only, with the approved exception of allowing selected end users to utilize their network. User understands that it is barred and shall not resell, transfer, or make any changes to the products or services without advance written permission of Company for any other use than the utilization of selected users, which is hereby approved. User may not attempt any technological measures to utilize or control access to the service. f. Client shall be responsible for any damages caused by Client, its employees, or agents to any products or services, or to Company’s network, including but not limited to the conduit or fiber cabling of Company or its subsidiaries. Client agrees to immediately notify Company of any modifications, installations, or services performed on the network by any non-Company employee or non-Company affiliated entity. g. Client agrees to provide Company or its agents with the appropriate personnel for assistance or decision-making as required by Company or its agents to perform tasks or provide services, hardware, or software as outlined herein. h. Client shall provide adequate workspace, heat, light, ventilation, electric current and outlets, internet, remote access, or other necessary tools as required by Company or its agents to install, provide, or maintain services, software, or hardware. i. Client grants Company and its representatives, subcontractors, agents, and employees a nonexclusive license to enter necessary portions of the Property (subject to the terms of applicable leases and other covenants, conditions, restrictions, and existing and future encumbrances of record validly affecting title to the Property) for the purpose of installing, operating, maintaining, repairing, and removing facilities of Company or its agents. j. Client grants Company and its agents an exclusive license to install, attach, and maintain all necessary facilities to perform the services, hardware, and software. k. Client further represents that it is empowered and authorized to fulfill the foregoing responsibilities, particularly the grant of the license to access the Property and to install, attach, and maintain facilities.

3. Representations and Warranties of Company

a. Technical and Administrative Support

During the term of this Agreement, Company shall provide technical and administrative support on an as-is, as-available basis via telephone to Client during the hours indicated at www.pavlovmedia.com. Company reserves the right to adjust and/or reduce these hours at its sole discretion at any time without prior notice to Client. The technical support provided by Company applies strictly and specifically to the products and services provided by Company. If Client requests for technical support exceed that of similarly situated customers or are outside the scope of free technical support, Company reserves the right to deny service related to such request. Company is not responsible for the functionality of the Client’s equipment or devices or the infrastructure of any Property where services are provided, including but not limited to wiring, wall plates, and patch panels that were installed and/or maintained by Clients or a third party. Furthermore, Client agrees to treat Company support personnel with normal courtesy and respect in all interactions and acknowledges that repeated episodes (more than one) of disrespectful, abusive, argumentative, disruptive, or similar behaviors directed toward Company support personnel, in the sole discretion and judgment of Company, will result in the termination of support services to Client. Under these circumstances, no credits, refunds, or discounts will be provided and all other Terms and Conditions remain in full force and effect.

b. Bandwidth

Service	Availability	Restore	Latency	Packet Loss	Jitter
DIA/Ethernet (Metro & Regional Services)	End to End: 99.7%	Priority 1 outage within 4 hours	50ms (Round Trip)	<0.01%	N/A

c. Priority Classification

Company will classify Service Disruptions as follows:

Priority	Criteria
Priority 1	a. Total loss of service (“Priority 1 Outage”) b. Service degradation to the point where Customer is unable to use the Service and is prepared to release it for immediate testing.
Priority 2	Degraded service where Customer is able to use the Service and is not prepared to release it for immediate testing.
Priority 3	a. A service problem that does not impact the Service. b. A single non-circuit-specific quality of service inquiry.

d. Network Maintenance

Customer understands that from time to time, Company will perform routine network maintenance for network improvements and preventative maintenance, and in some cases, urgent network maintenance, which will usually also be conducted within the routine maintenance windows. Company will use reasonable efforts to provide advance notice of the approximate time, duration, and reason for routine maintenance and, if commercially practicable, will provide notice of urgent maintenance. Routine or urgent network maintenance shall not be calculated against outage measurements. Maintenance Windows: Routine maintenance is typically performed Monday–Sunday, 12:00 AM–6:00 AM, Local Time.

e. Service Disruption of Network Availability

A “Service Disruption” is defined as a disruption or degradation that interferes with the ability of a Company network hub to (i) transmit and receive network traffic on a Customer’s dedicated access port; and (ii) exchange network traffic with another Company network hub. Service Disruptions include Priority 1 Outages. Service Disruptions exclude planned outages, routine maintenance (Planned Outage), service problems resulting from acts or omissions of Customer, Customer equipment failures, and Force Majeure Events. Company will use commercially reasonable efforts to provide Customer with advance notice of any known or anticipated Planned Outage.

f. Network Availability

Company calculates Network Availability as the total number of minutes the circuit is up (other than a Priority 1 Outage) in a calendar month for a specific Customer connection, divided by the total number of minutes in a calendar month.

g. Network Availability Goal

Although Company’s Network Availability will be 99.7%, Company’s monthly Network Availability Goal is 99.97%. The following table contains examples of the percentage of Network Availability translated into minutes of uptime and downtime for the 99.97% Network Availability Target.

Target by Days/Month	Total Minutes/Month	Minutes Up	Minutes Down
99.97% for 31 days	44,640	44,627	13
99.97% for 30 days	43,200	43,187	13
99.97% for 29 days	41,760	41,747	13
99.97% for 28 days	40,320	40,307	13

h. Service Credits

Service Credits shall be Customer’s sole right and remedy for Company’s failure to provide the Service(s). In no circumstance shall damages exceed three times the monthly recurring charges as defined in the Company’s Contract. Service credits for Service Disruption shall be calculated as follows: the Monthly Service Fee divided by 30 days (average days in one month) equals the average daily rate, which is then divided by 24 hours in one day to arrive at the Average Service Hour Rate.

i. Latency

Latency is the average roundtrip network delay, measured every 5 minutes, to adequately determine a consistent average monthly performance level for latency at the relevant Company Hub/PoP. The Roundtrip Delay is expressed in milliseconds (ms). The observation period is one calendar month. For DIA, Company measures latency using a standard 64-byte ping from Customer premise device to the Company Internet access router in a round trip fashion. For Ethernet, Company measures latency using a standard 64-byte ping from Customer premise device between Site A and Site Z. Formula: Latency = Sum of Roundtrip Delay for relevant Hub-Hub connections.

j. Packet Loss

Packet Loss is defined as the average number of packets that are not successfully received. Packet Loss is the average ratio of total packets that are sent compared to those that are received. Ratios are based on packets transmitted from a network origination point and received at a network destination point (network edge to network edge). Formula: Packet Loss (%) = 100% − Packet Delivery (%)

k. Mean Time to Restore (MTTR)

The Mean Time to Restore (“MTTR”) measurement for a Service is the cumulative length of time it takes to restore service for Priority 1 Outages for a specific connection in a calendar month, divided by the corresponding number of trouble tickets for Priority 1 Outages opened during that calendar month for that connection. Formula: MTTR = Cumulative length of response time to Priority 1 Outages per connection ÷ Total number of Priority 1 Outage trouble tickets per connection.

4. Use of Services

a. Legal Compliance

Client represents that all users will use the services, software, and hardware in a manner consistent with all applicable laws. Any action or deviation from applicable law, or any action that in Company’s determination compromises or threatens the security of Company’s business, its vendors, its other customers, or the services, software, and hardware, whether directly or indirectly, is strictly prohibited and permits Company to suspend or terminate the services without prior notice, at the sole discretion of Company.

b. Unauthorized Use

Company’s services, software, and hardware are designed for normal commercial or residential use and are not intended for usage by organizations such as call centers, fax messaging services, telemarketing firms, or resellers, or for use without live dialog, such as transcription services, intercom, or monitoring services. Unauthorized or excessive use may cause network capacity and congestion issues and interfere with distribution of network services. Examples of impermissible uses include:

1. Resale to others, except as expressly provided for in this agreement
2. Auto dialing or fax/voice blasts
3. Use without live dialog, including use as a monitor or for transcription purposes
4. Continuous or extensive call forwarding
5. Continuous connectivity
6. Constant dialing
7. Iterative dialing
8. Fax broadcast
9. Fax blasting
10. Telemarketing practices that are in violation of any law or regulation, and any other activity inconsistent with small business or residential usage
11. Any use that is illegal, improper, or inappropriate — including uses which are threatening, abusive, harassing, defamatory, libelous, deceptive, or invasive of another’s privacy

5. Voice Services

a. Caller name identification (Caller ID) is based on availability of such service from Company’s underlying providers. Client acknowledges that such services are not available for all numbers in all serving areas. b. Client acknowledges that each voicemail message recorded by Company shall be retained for a minimum of three (3) months from the date the message was recorded. Company reserves the right to purge all voicemail messages after this minimum retention period. c. 911 Notices, Terms and Conditions, and User Advisory

6. Payment Options

All fees as noted on the foregoing contract will be paid within thirty (30) days of receipt of invoice. The non-recurring charges (NRC) and/or monthly recurring charges (MRC) do not include taxes, fees, or other surcharges. Any tariffs or other governmentally imposed charges will be added to invoices. Company agrees to notify Customer of any newly enacted fees, taxes, tariffs, or other surcharges within thirty (30) days of Company receiving notice of pending imposition. The MRC noted on the foregoing contract shall remain in effect throughout the term of the contract commitment.

7. Term and Termination

These terms and conditions will remain in effect, unless modified by Amendment and mutual agreement, throughout the term as described in the foregoing contract. Once the initial term has expired, this Agreement automatically renews on a month-to-month basis at the current market rate, unless either party provides ninety (90) days’ notice of its intention to terminate the agreement at the end of the then-current term. a. Termination for Default. Any breach of service level commitments shall constitute a material breach by Company. Any breach of financial obligations as noted on the foregoing Contract shall constitute a material breach by Customer. Should either party claim a material breach, a twenty (20) day cure period will be allowed for remedy to the alleged breach. A breach of financial obligations by Customer may result in payment of all remaining monthly fees, plus court costs, if applicable. If Company defaults and is unable to provide a cure during the 20-day period, Customer may terminate the Agreement without any penalty and without any further payments to Company. b. Termination for Convenience. Sixty (60) days’ notice is required from Client for termination for convenience. Should that occur, Client agrees to pay 50% of the remaining monthly charges on the then-current term.

8. Renting / Leasing / Purchase of Equipment

a. The default lease is for a term specified on page 1 of the agreement. After the end of this term, with notice to terminate the services as required, there is no termination fee due Company. b. At the end of the term, Company has the option to purchase all phone equipment initially purchased by Client (buy back) at the end of term. Client is not obligated to sell phone equipment to Company. Both parties will consider depreciation. c. If phone equipment is financed and owned by Company, Client will assist Company in retrieving any and all phone equipment within thirty (30) days of contract termination.

9. Risk of Loss

Risk of loss for the Goods will be entirely with the Customer. Customer is responsible for any and all damage of or to the Goods and hereby agrees to pay Company the full cost of any repair and/or replacement. Company will assess the cost at Company’s sole and exclusive discretion, and will provide Customer with an invoice to be paid immediately.

10. Confidentiality

This Confidentiality portion of this Agreement is in addition to other terms and conditions set forth in any and all contracts currently existing or hereafter created between Client and Company. This agreement shall under no circumstances be deemed to alter any such contract except as specifically provided below. a. Both parties acknowledge that in the course of providing services, software, and hardware, they each may learn from the other certain non-public personal and otherwise confidential information relating to each party’s business, including customers, consumers, or employees. Both parties shall regard any and all information received that in any way relates or pertains to each respective business, including its customers, consumers, or employees, as confidential. Both parties agree that such confidential information remains the property of the originating party. b. Both parties shall take commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose other than purposes which serve this Agreement or as expressly and specifically permitted in writing by the other party or as required by applicable law. c. This provision shall survive termination of this Agreement and any other agreements between Client and Company.

11. Governing Law, Jurisdiction, and Venue

This Agreement shall be governed by and construed under the laws of the state where the property is located, without regard to conflict of laws principles. All suits, proceedings, and other actions relating to, arising out of, or in connection with this Agreement, whether founded in contract or tort, shall be submitted to the in personam jurisdiction of the courts of the state of Illinois, and the exclusive venue for all such suits, proceedings, and other actions shall be in the circuit court of local county. Each party hereby waives any claim against or objection to in personam jurisdiction and venue of such courts. Either party shall have the right to seek specific performance of the provisions of this Agreement without the requirement to post a bond or other monetary obligation.

12. Severability

If any provision of this Agreement should be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and the balance of this Agreement shall be interpreted as if such provision were so excluded.

13. Force Majeure

If either party’s performance of any of its obligations under this Agreement is interfered with by any reason or any circumstances beyond its control, including without limitation fire, explosion, power failure or power surge, acts of God, war, revolution, civil commotion, or requirement of any government or legal body or any representative of any such government or legal body, non-performance of any obligation of a third-party contractor, labor unrest including without limitation strikes, slowdowns, picketing, boycotts, failures of bandwidth providers, or failures of video programming providers, then that party shall be fully excused from performance on a day-by-day basis to the extent of such interference, and that party shall have no liability nor be in default for any interruption in service.

14. Indemnification

Client agrees that Client shall be responsible for and shall defend, indemnify, and hold harmless Company and their employees, affiliates, suppliers, agents, contractors, distributors, licensors, and business partners and shall reimburse Company for any damages, losses, expenses, penalties, government forfeitures, government fines of any kind including without limitation, reasonable attorneys’ fees and costs, interest, penalties, expert witness fees and expenses, and all costs of investigation which may be imposed on, incurred by, or asserted by a third party in connection with any claims, suits, judgments, and causes of action arising out of:

1. Client’s use of the service(s) or equipment;
2. Violation or infringement of contractual rights, privacy, confidentiality, copyright, patent, trademark, trade secret, or other intellectual property and proprietary rights arising from Client’s use of the service(s) or any unauthorized apparatus or system;
3. Any claims or damages arising out of the lack of 911/E911 or dialing associated with a home security, home detention, or medical monitoring system;
4. In connection with the transmission by or through the emergency access system of any content, including any breach of user’s security on the emergency access system, other than those caused by the gross negligence or willful misconduct of Company or its employees; and
5. Client’s breach of any provision of Client’s agreement with Company.

15. Attorneys’ Fees

If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, expert witness fees, costs of suit, and expenses in addition to any other relief to which such prevailing party may be entitled.

16. Waiver

The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right.

17. Assignment

This Agreement may not be assigned by User without the prior written consent of Company. Company may assign this Agreement without User’s consent and without notification.

18. Independent Contractors

This Agreement does not create any agency, partnership, joint venture, or franchise relationship. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.

19. CALEA

Pursuant to the Communications Assistance for Law Enforcement Act (CALEA) (47 U.S.C. §§ 1001–1010), Company will provide assistance to all local, state, and/or federal authorities who provide the Company with a Summons and Court Order or a Subpoena. All requests are evaluated and reviewed on a case-by-case basis in light of any special procedural or legal requirements and applicable laws. For example, lawful demands involving child exploitation, Company will prioritize those demands and make the information available to the National Center for Missing and Exploited Children as required by 18 U.S.C. § 2258A.

20. Retention of Rights

Nothing contained in this Agreement shall be construed to limit Company’s rights and remedies available at law or in equity. Upon termination of this Agreement for any reason, Company and its suppliers reserve the right to delete all Client’s data, files, electronic messages, or other Customer information that is stored on Company’s or its suppliers’ servers or systems. In addition, Client may forfeit its account’s username and all email, IP, and web space addresses, and voice mail. In the event Client cancels without porting its voice service and the associated telephone number(s) to another service provider, Client will forfeit the telephone number. Company shall have no liability whatsoever as the result of the loss of any such data, names, addresses, or numbers.