Web Hosting Terms of Service
General Terms and Conditions
The following provisions are incorporated into the contract or agreement between Client and Pavlov Media, Inc. (“Pavlov Media”) and/or its wholly owned subsidiary, Campus Communications Group, Inc. (“CCG”) (which may hereafter be referred to individually, or collectively, as “Company”):
Application of Terms
We may update these General Terms and Conditions from time to time in our sole discretion; the current version may be found at www.pavlovmedia.com/general-terms-and-conditions/. Client’s continued use of the services following such updates constitutes Client’s acceptance of the same. If Client does not agree to the terms of any modification, Client may terminate the Agreement in accordance with the Termination section below.
a. The term “End User” refers to any customer of Client who in any way uses or interacts with the services provided by Company. Client represents that all persons or entities, whether or not under direct control of Client, will comply with this Agreement, and Client accepts all responsibility and liability for the actions of its End Users.
b. Client agrees that Client is purchasing the products and services for Client’s internal use only. Client 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. Client may not attempt any technological measures to utilize or control access to the service.
c. 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.
d. 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.
e. Client shall provide adequate work space, 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.
f. Client grants Company and its representatives, subcontractors, agents and employees a nonexclusive license to enter necessary portions of Property under Client’s control (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.
g. Client grants Company and its agents an exclusive license to install, attach, and maintain all necessary facilities to perform the services, hardware, and software.
h. 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.
In addition to other limitations and conditions set forth in this Agreement, the following service and support limitations apply:
a. Cost of consumables, replacement parts, hardware, software, network upgrades and associated services are outside the scope of this agreement. Company or its affiliates or agents will provide consultative specification, sourcing guidance and/or time and material based or individual project offerings upon request and agreement by Company to provide same.
b. Except as otherwise stated in a written agreement, all service, software, and hardware upgrades are outside the scope of this agreement and will require a mutually agreed amendment.
c. Manufacturer warranties for services, software, and hardware are outside the scope of this agreement.
d. Periodic reboots for such devices as firewalls, routers, and servers are required to apply/activate critical update patches and configuration changes. Company support services within this agreement are predicated upon the Client’s support and commitment to providing time/scheduling for network device reboots with its staff, residents, or other End Users.
e. Application software support is limited to any manufacturer’s products listed in the agreement. Printer maintenance support is limited to non-warranty servicing of printer products listed in the agreement.
f. Restoration of lost data caused by systems/hardware failure is outside the scope of this agreement, unless otherwise stated herein. Company bears no responsibility for data loss resulting from ordinary or emergency maintenance of its services, software, or hardware.
g. This Agreement is contingent on Client’s permission for Company or its agents to have secure remote access to Client’s network (or other solution expressly approved by Company or its agents). Depending on the remote access solution used, additional charges may apply.
h. Support services required or requested outside the scope of this Agreement may not be exchanged for other services within this agreement. Services outside the scope of this Agreement may be available, and will be provided on either a time-and-material basis, or individual project basis.
Ancillary Service Limitations
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 their right to purge all voicemail messages after this minimum retention period.
Use of Services
a. 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 that in Company’s determination compromises or threatens the security of Company’s business, its vendors, its other clients 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. Furthermore, any direct or indirect violation of applicable laws and in the sole discretion of Company, based upon knowledge, information and belief, may cause Company to withhold and not accept any messages or content that Company reasonably believes contains inappropriate content or that is, or which could reasonably become the subject of any legal, regulatory, or other governmental proceeding or process, including a law enforcement proceeding, process or inquiry.
b. 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 use by transcription services, intercom or monitoring services, etc. Unauthorized or excessive use beyond that normally experienced by typical, similarly situated business and residential customers may cause network capacity and congestion issues and interfere with distribution of network services and the third-party networks (if applicable) with which Company connects for call initiation and completion services. Such unauthorized or excessive use or any other use of the services, software, and hardware, beyond that of the typical business or residential customer or any action which causes a disruption in the network integrity of Company, or its vendors, whether directly or indirectly, is strictly prohibited and may be cause for termination of services. Following are examples, and not a comprehensive list of, impermissible uses which are not normal use:
- Resale to others;
- Auto-dialing or fax/voice blasts;
- Without live dialog, including use as a monitor or for transcription purposes;
- Continuous or extensive call forwarding;
- Continuous connectivity;
- Constant dialing;
- Iterative dialing;
- Fax broadcast;
- Fax blasting;
- Telemarketing practices that are in violation of any law or regulation;
- Any service requiring compliance with the federal Health Insurance Portability and Accountability Act (“HIPAA”), requiring secure storage of “protected health information” as defined under HIPAA, requiring a “Business Associate Agreement,” or requiring Companies to be a “Business Associate or subcontractor of pursuant to HIPAA;
- Any service for which storage of or control of access to sensitive data, such as information about children or medical or health information;
- Any service involving high-risk activities where the interruption or malfunction of the services could lead to serious consequences, including but not limited to personal injury, death, or environmental damage, such as in management of nuclear facilities, air traffic control, life or health support; and
- Any other activity that would be inconsistent with small business or residential usage.
c. Client may not use Company’s services, software or hardware in any way that is illegal, improper, or inappropriate, such as uses which are threatening, abusive, harassing, defamatory, libelous, deceptive, of invasive of another’s privacy. Client will not use Company Equipment at any time at an address other than the locations specified in Agreements between Client and Company without Company’s prior written authorization. Client acknowledges that this Agreement is accepted on behalf of all persons who use the Equipment and/or service(s) and that Client shall have sole responsibility for ensuring that all users understand and comply with the terms and conditions of this Agreement and any applicable Company policies including, but not limited to, acceptable use and privacy policies. Client further acknowledges and agree that Client shall be solely responsible for any transactions, including, without limitation, purchases made through or in connection with the service(s).
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 and otherwise confidential information. Both parties shall regard any and all information received, which in any way relates or pertains to personal or business information, including information concerning 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.
INDEMNIFICATION AND LIABILITY OF CUSTOMER 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 COMPANIES FOR ANY DAMAGES, LOSSES OR 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 (a) CLIENT’S USE OF THE SERVICE(S) OR EQUIPMENT; (b) 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; (c) 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; (d) OR IN CONNECTION WITH, THE TRANSMISSION BY OR THROUGH THE IAS OF ANY CONTENT, INCLUDING ANY BREACH OF USER’S SECURITY ON THE IAS, OTHER THAN THOSE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF COMPANY, OR ITS EMPLOYEES; AND (e) CLIENT’S BREACH OF ANY PROVISION OF CLIENT’S AGREEMENT WITH COMPANY.
Governing Law, Jurisdiction, and Venue
This Agreement shall be governed by and construed under the laws of the State of Illinois, 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 Champaign County, Illinois. 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.
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 additional to any other relief to which such prevailing party may be entitled.
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.
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.
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.
This Agreement may not be assigned by Client without the prior written consent of Company. Company may assign this Agreement without Client’s consent, and without notification.
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.
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 telephone number is 1-888-472-8568. The technical support provided by Company applies strictly and specifically to the products and services provided by Company (i.e., the IAS). If Client requests for technical support exceeds that of similarly situated customers or is outside the scope of our 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, including the owner of the Property, and will not provide technical support related solely to Client’s equipment or devices. Furthermore, Client agrees to treat Company support personnel with normal courtesy and respect in all interactions and acknowledges that repeated episodes (i.e., more than one) of disrespectful, abusive, argumentative, disruptive or similar behaviors directed towards Company support personnel, in the sole discretion and judgment of Company, will result in the termination of support services to Client. Under these circumstances, if Company restricts or terminates support services to Client, Client acknowledges and agrees that no credits, refunds, or discounts will be provided to Client as a result of these actions and all other Terms and Conditions of this Agreement remain in full force and effect.
Representations and Warranties of Client
Client represents, warrants and agrees that:
- Client has full power and authority to enter into this Agreement and to meet the terms and conditions of this Agreement, to grant the licenses provided in this agreement, and the person signing this Agreement on behalf of Client is authorized to bind Client.
- Client 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 Client from performing its obligations under this Agreement
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.
Protection of CCG’s Information and Marks
All service(s) information, documents, and materials on our websites are protected by trademark, copyright or other intellectual property laws, and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos, and domain names (collectively “marks”) of CCG and its affiliates are and shall remain the exclusive property of CCG. Nothing in this Agreement shall grant Client the right or license to use any of the marks. Company performs an annual review of its copyright policy and updates are regularly distributed to management and those designated individuals responsible for compliance and reporting. All complaints are routed to the designated agent for review and, if necessary, Company has several outside legal experts consisting of practicing attorneys specializing in patent, trademark and copyright law for consultation purposes.
Client expressly agrees to comply with all applicable export and re-export laws, including, but not limited to, the Export Administration Act, the Arms Export Control Act, and their implementing regulations. Client further expressly agrees not to use the service(s) in any way that violates any provision of such laws or their implementing regulations.
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 user name 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.
General Terms and Conditions
These Terms of Service are a part of the Website Hosting contract or agreement between Client and Pavlov Media, Inc. (“Pavlov Media” or “Company”) as more particularly described below:
These Terms and Conditions shall apply to all Website Hosting Services provided by Company to Client throughout the entire initial Term or Renewal Term. The entire Agreement consist of the following: the Order (described below in Section 2), these Website Hosting Terms of Service, and General Terms and Conditions (described below in Section 14). Collectively these documents (whether generated physically or available online) form the entire agreement between Company and Client concerning website hosting and are referred to herein collectively as the “Agreement” and supersede any other agreement previously established between Client and Company. If there is a conflict between various provisions of the Agreement, the terms shall govern according to the following order of precedence: 1) the Order, 2) these Terms of Service, 3) the General Terms and Conditions, and 4) any terms incorporated by reference by any of the foregoing documents such as applicable policies. The terms contained in any other transactional document, form, or notice provided by Client shall not be a part of the Agreement, even where Client’s customary business practices require a showing of assent to such terms by Company such as by signature or reference in an invoice.
Order, Authorized Users, User Portal
- Company provides a User Portal available online, which is available to Client for the purpose of managing Client’s account, requesting support, or submitting or modifying Orders. An Authorized User may submit of a request for Products and/or Services in the User Portal. Such a submission is an Order, and submitting an Order to Company constitutes acceptance by Client of these Terms of Service, the online General Terms and Conditions and any other document which is a part of the Agreement as defined above. No Order shall be deemed to be accepted by Company until Company sends Client an email notification of acceptance of the Order.
- An Authorized User is an individual or entity designated by Client via the User Portal that may access the User Portal and act on behalf of Client for the purpose of managing Client’s account, requesting support, or submitting or modifying Orders. Client is responsible for managing the Authorized Users and keeping them up-to-date. Client authorizes Company to provide all applicable support and account information to Client’s Authorized Users and to make modifications to the Services at their direction.
- Client may only add, modify, or remove Authorized Users through the User Portal. Company will not do so on Client’s behalf, and Company will only provide support, assistance, and information to Authorized Users who can verify their identity through the User Portal. Notwithstanding the foregoing, if Client pays for the Services with a credit or debit card, Company may remove that card as a payment method at the request of any individual who is able to provide reasonably satisfactory evidence that he or she is the named individual or an Authorized User for a named business on such credit or debit card.
- Client will require Authorized Users to abide by the terms of the Agreement, and Client acknowledges and agrees that Client is fully responsible for the actions and omissions of the Authorized Users and for all costs, overages, or other liabilities incurred through Client’s account except to the sole extent that any such use or liability is the result of Company’s breach of the Agreement. An Authorized User, within the scope of permissions granted to such Authorized User in the User Portal, may make changes to the Services, and Client agrees to pay any Fees associated with such changes. Client shall promptly notify us in the event that Client become aware of any violation of the terms of the Agreement or any unauthorized use of the accounts of Client or Client’s Authorized Users.
Products and Services
Products and Services are to be provided as described in the Order. The fees for products and services, as well as provisions for invoices and due dates are set forth in the Order.
Term and Automatic Renewal
The initial term of this Agreement is set out in the Order. Unless the Products and Services are terminated as described below or the automatic renewal option is not timely disabled in the User Portal, the Agreement shall renew for subsequent terms of length equal to the initial terms set out in the applicable Orders unless Company, in its sole discretion, determines not to do so. For terms of three months or longer, the Services must be canceled, or the automatic renewal option must be disabled, by at least 15 days prior to the end of the term. For terms of less than three months, the Services must be canceled or the automatic renewal option must be disabled by at least 7 days prior to the end of the term.
If Client seeks to terminate this Agreement, Client will do so through the User Portal. Either party may terminate this Agreement for any material breach by the other party, provided the breaching party has been given written notice and a 30-day opportunity to cure the breach. However, in the case of any breach of the financial obligations under the Agreement, written notice and a 20-day opportunity to cure the breach shall be provided.
Taxes and Surcharges
All fees and charges exclude federal, state, and local taxes, fees, and surcharges, and other charges as may be delineated on invoices. All fees must be paid in advance for the entire term or renewal term described in Section 4. If the fees are not paid in advance, Company may, in its sole discretion, terminate this Agreement.
Suspension, Reactivation Fees and Related Charges
Notwithstanding anything herein to the contrary and without prejudice to any other rights Pavlov Media may have under this Agreement or otherwise, including Pavlov Media’s rights to terminate the Agreement, and without limiting Client’s obligation to make payments due under this Agreement, Pavlov Media may, without liability, suspend or terminate its performance under this Agreement if Client is in breach of the Agreement including breach of the obligation to timely pay invoices. If Client requests to resume Products and Services after any suspension, Pavlov Media may require Client to pay a reactivation fee. If Client reinstates any or all Products and Services after disconnection, Pavlov Media may require Client to pay a service activation fee. These fees are in addition to all past due charges and other fees. Reactivation of Products and Services is subject to Pavlov Media’s credit policies, the Agreement and applicable law.
Use of Services
Client may upload, store, publish, display and disclose information, text, files, emails, images, designs, graphics, photos, videos, sounds, software and other content on or through the services (“User Content”). User Content includes any content posted by Client or by Client’s End Users of Emails hosted through the services (“User Emails”). Client is solely responsible for any and all User Content and any transactions or other activities conducted on or through User Emails. By posting or disclosing User Content on or through the services, Client represents and warrants to Company that (i) Client has all necessary rights to display and disclose such User Content, and (ii) Client’s posting or disclosure of User Content does not violate the rights of Company or any third party.
Company shall not exercise control over and accepts no responsibility for User Content or any other information passing through Company’s services. The Company may monitor User Content, but is under no obligation to do so. If Client or Client’s End Users post or publish any material in violation of the Agreement, or otherwise violate the Agreement, in order to resolve the issue, Company reserves the right to review User Content and immediately take any corrective action, including without limitation removal of part or all of the User Content or User Emails and suspension or termination of any and all services with no refund. Client hereby agrees that Company shall have no liability due to or arising out of any corrective action that Company may undertake.
Client Responsibilities: Technical Support
Client is responsible for administering the email service, including adding mailboxes, adding wireless or other service components, adding storage capacity, managing settings, and configuring spam filters unless Company agrees in writing to administer such changes and features. If Company agrees make changes to the email service for Client, there may be a delay between the date upon which Client requests a change and the date upon which such change is applied. If Company agrees to apply a custom transport rule to the email service on Client’s behalf, Client agrees that Client is responsible for the consequences of such custom transport rule.
Client agrees that technical support may require Company access to User Content. Client is solely responsible for any instructions provided to Company as part of a technical support request. Client understands and agrees that any modifications performed in order to address a technical support issue may affect the functionality of User Email and/or services. It is Client’s responsibility to ensure that the services are operational and configured to Client’s needs once Company completes work on a technical support request.
Limitations on Email Services
Company provides certain services designed to filter unwanted incoming email, such as spam, phishing scams, and email infected with viruses and designed to filter outgoing email, such as email containing certain Personal Data (the “Filtering System”). Client acknowledges that the technological limitations of such filtering services will likely result in the capture of some legitimate email, and the failure to capture some unwanted email, including email infected with viruses or containing Sensitive Data. Email that is quarantined by the Filtering System is excluded from the service level provisions of section 10 below.
Company shall use commercially reasonable efforts to deliver Client’s email messages. Third party filtering services may from time to time prevent successful delivery of Client’s messages.
Client hereby releases Company and its employees, agents, suppliers, and affiliates from any liability or damages arising from the failure of the Filtering System to capture unwanted email or from the capture of legitimate email; or from a failure of Client email to reach its intended recipient as a result of a filtering service used by the recipient or the recipient’s email service provider.
Client hereby acknowledges that Company is not responsible for any loss of data or any other liability or damages from use of third-party software to access or manage the email services.
Mail that exceeds the storage limit when received may be permanently lost. Client may adjust the storage capacity of Client’s individual mailboxes via the control panel, and it is Client’s obligation to monitor and adjust the storage capacity of individual mailboxes as needed. Enabling features of the email service designed to prevent deletion of emails may cause Client to consume increased storage capacity, may cause additional storage fees to be incurred, and may fail if Client does not have adequate storage capacity. An individual email message that exceeds the per-message size limit of 50MB (including attachments) may also be permanently lost.
Email Sending and Receiving Limits
Client acknowledges that the email services are not designed for sending and receiving a high volume of email messages. Company may limit the number of email messages that a Client may send and receive and the number of recipients per email message sent over a given time period, as determined by Company in its reasonable discretion. Company reserves the right to make changes to such limits at any time without prior notice to Client. Attempts to circumvent these limits by using multiple accounts or by other means shall constitute a material breach of the Agreement.
Client may not send email to anyone with whom Client does not have a pre-existing relationship unless the recipient has published or otherwise provided his or her email address in a manner which implies consent to receive email.
Client may not use the email services in a way that creates technical disturbances for other Company Clients or for the Company systems generally.
No Shared Mailboxes
Each mailbox may be used by one natural person at a time. Attempts to log into a single mailbox simultaneously from more than one computer are prohibited. Client may not use automated tools such as “Fetchmail” or “Microsoft Exchange Connector” to virtualize one mailbox into multiple mailboxes.
Mailboxes are not designed for automated use, such as sending email from web servers, or receiving email from automated programs and such use is not supported.
To the maximum extent applicable under national law and without affecting Client’s rights as a Consumer, this provision governs Client’s sole and exclusive remedy for downtime, or any network, software, hardware or Equipment failure.
Company guarantees network uptime 99.9% on an annual base. If the guaranteed network uptime does not reach this level, Client will be compensated as follows:
- 99.9% – 99.00% uptime: 1 month of free hosting.
- An additional month of free hosting for every 1% of uptime lost below 99.00%.
Client may check the status of Client’s hosting server uptime from Client’s User Portal. Client may contact Company’s customer service team if Client believe an SLA event has occurred. Compensation is limited to the length of Client’s current Term, but cannot exceed twelve months.
The following events do not count towards Company’s calculation of uptime:
- Scheduled Maintenance, meaning any maintenance for which we provide reasonable notice or coordination with Client in advance of the maintenance;
- Emergency Maintenance, meaning any maintenance performed outside the Scheduled Maintenance windows without advance notice where such maintenance is reasonably and urgently required to protect the integrity, availability, or security of any online systems;
- Beta Services, meaning any services which are clearly and conspicuously designated by Company as Beta Services or as in early stages of testing or development;
- Force Majeure, meaning all events beyond Company’s control as more particularly described in Company’s online General Terms and Conditions; and
- Actions or Omissions caused by Client, including any unauthorized use of the Services, breach of the Agreement or Acceptable Use Policy, or any use or configuration of the Services that exceeds Company’s recommendations or advertised limits.
Company’s calculation of network availability is based on Company’s internal records. Company will not accept third-party reports as evidence that Client is entitled to compensation under this provision.
If Client registers, renews or transfers a domain name through Company, Company will submit the request to its domain name services provider (the “Registrar”) on Client’s behalf. Company’s sole responsibility is to submit the request to the Registrar. Company is not responsible for any errors, omissions or failures of the Registrar. Client’s use of domain name services is subject to the applicable legal terms of the Registrar. Client is responsible for closing any account with any prior reseller of or registrar for the requested domain name, and Client is responsible for responding to any inquiries sent to Client by the Registrar.
At Client’s request, Company shall provide an advance estimate of fees based on the information Client provides to Company. Client acknowledges that Company’s fee shall be calculated on the basis of the actual number of mailboxes and amount of data migrated and may exceed the estimate. Client acknowledges that after Company begins the migration services, Company may discover technical limitations related to the configuration of Client’s data that prevent Company from successfully completing the migration. Company shall not charge Client a fee if Company is unable to successfully migrate Client’s data. Client acknowledges that there is a special risk that data will be lost during a migration. Client agrees that Client shall create a reliable back up of all data to be migrated prior to the time that Company begins the migration. Client agrees that Company is not liable to Client for damages resulting from the loss or corruption of Client’s data as part of the migration.
Client may recover deleted messages via the webmail interface for up to 14 days from the day deleted. Client may also recover deleted mailboxes via the User Portal for up to 14 days from the day deleted. Client is responsible for retrieving or backing up any mail data prior to Client’s termination of the Services or deletion of a mailbox.
Archiving and Email Retention Services
Archiving and email retention services shall capture only the email that Client sends or receives after the date that the archiving or email retention services are implemented. Upon termination of Client’s account for Mail Services, or Client’s archiving or email retention service, Company shall destroy Client’s archived data unless Client has made other arrangements with Company.
Client agrees to (i) provide accurate, current and complete information about Client and Client’s organization (if applicable) as requested by Company; (ii) maintain the confidentiality of Client’s password and other information related to the security of Client’s account, if applicable; (iii) maintain and promptly update the information provided to Company, to keep such information accurate, current and complete; and (iv) be fully responsible for all use of Client’s account and for any actions that take place through Client’s account.
Client acknowledges and accepts that, despite the security measures Company takes in connection with the services, the services may nonetheless become compromised, including without limitation, by hackers, Internet viruses, worms, Trojan horses, or the like. Under such circumstances, Company may take corrective action as it deems appropriate in its sole discretion, and Client acknowledges and agrees that Company shall have no liability to Client for any damage or loss that Client may incur due to such corrective action.
For the purposes of European Directive 95/46/EC, the General Data Protection Regulation 2016/679) (“GDPR”) and any applicable national implementing laws in Client’s jurisdiction, and with respect to Client’s End Users’ personal data, Client acknowledges and agrees that Client is the Controller (as that term is defined in the GDPR), and Company is a Processor (as that term is defined in the GDPR) insofar as Client may store personal data through use of Company’s services only as permitted and subject to the terms of this Agreement. Client also acknowledges and agrees that Client is responsible for complying with all obligations of a data controller under applicable law (including the GDPR).
To the extent that the GDPR applies to Client, Client represents and warrants that in using our services, Client will ensure Client has a legitimate legal basis to transfer such personal data to Company and that Client has the necessary permission to allow Company to receive and process (e.g., store) such personal data on Client’s behalf. Client permits Company to employ subcontractors as necessary to provide the services described in this Agreement.
Limitation of Liability and Disclaimer of Warranties
COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES TO CLIENT CONCERNING ANY SERVICE(S) OR FACILITIES, AND COMPANY HEREBY EXCLUDES AND DISCLAIMS, WITHOUT LIMITATION, ANY AND ALL WARRANTIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY EXPRESS OR IMPLIED WARRANTIES ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGE OF THE TRADE. CLIENT ACKNOWLEDGES COMPANY HAS NOT REPRESENTED OR WARRANTED THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. COMPANY AND CLIENT SHALL IN NO EVENT BE LIABLE TO EACH OTHER, OR TO ANY PERSON OR PARTY USING ANY EQUIPMENT OR SERVICE PROVIDED UNDER THIS AGREEMENT, OR TO ANY PERSON OR PARTY TO WHOM EQUIPMENT OR SERVICE IS PROVIDED HEREUNDER, FOR LOSS OF TIME, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF CUSTOMERS OR GOODWILL, INCONVENIENCE, LOSS OF USE OF ANY EQUIPMENT OR PROPERTY DAMAGE CAUSED BY ANY EQUIPMENT OR SERVICE OR FAILURE TO OPERATE OR PERFORM PROPERLY, OR FOR ANY OTHER INDIRECT, SPECIAL, RELIANCE, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE ARISING IN ANY MANNER OUT OF THIS AGREEMENT OR ANY OBLIGATION RESULTING THEREFROM, OR THE USE OR PERFORMANCE OF ANY EQUIPMENT OR SERVICE. IN ADDITION, COMPANY SHALL NOT BE LIABLE IN EXCESS OF THE PURCHASE PRICE OF THE EQUIPMENT THAT IS THE SUBJECT OF ANY SUCH CLAIM. THIS SECTION SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT. CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT COMPANY SHALL NOT BE LIABLE FOR ANY FAILURE OR PARTIAL FAILURE OF ANY THIRD-PARTY EQUIPMENT INCLUDING, BUT NOT LIMITED TO, INABILITY TO REACH 911 EMERGENCY SERVICES, ANY ALLEGED INTERFERENCE WITH ALARM OR MEDICAL MONITORING SIGNALS, OR ANY FAILURE OF ALARM OR MEDICAL MONITORING SIGNALS TO REACH THEIR INTENDED MONITORING STATIONS ALLEGEDLY AS A RESULT OF ANY PRODUCT OR SERVICE PROVIDED BY COMPANY AND/OR BATTERY BACKUP. IN ANY EVENT, CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH COMPANY IS A REFUND NOT TO EXCEED THE TOTAL AMOUNT OF SERVICE FEES PAID DURING THE IMMEDIATELY PRECEDING TWELVE-MONTH PERIOD.
Online General Terms and Conditions
This Agreement is subject to the online General Terms and Conditions which are incorporated in full by this reference. These online terms are applicable to all Products and Services provided to Client by Company. The General Terms and Conditions contain important information concerning matters such as, but not limited to: Client Responsibilities, Service Limitations, Ancillary Service Limitations, Use of Services, Indemnification, Confidentiality, Governing Law, Jurisdiction, and Venue, Attorneys’ Fees, Severability, Force Majeure, Waiver and Assignment. These online terms are available at www.pavlovmedia.com/general-terms-and-conditions, and also will be sent by email, regular mail or fax to the Client upon request. By submission of an Order as provided in Section 2 above, Client certifies that it has read and agreed to the General Terms and Conditions and specifically understands that same are a part of Client’s contractual agreement(s) with Company and accepts same. The General Terms and Conditions are subject to change, and the General Terms and Conditions in effect at the time of each new Order shall be those on the Email at the time of such Order.
All Notices provisions as described herein shall be provided as follows:
- for notices provided by CLIENT to COMPANY: by an Authorized User via the User Portal.
- for notices provided by COMPANY to CLIENT: by email to CLIENT via the email address as provided by an Authorized User via the User Portal.
Representations and Warranties of Client
Client represents, warrants and agrees that:
- Client has full power and authority to enter into this Agreement and to meet the terms and conditions of the Agreement, to grant any licenses provided in the Agreement, and the authorized user entering an Order accepting the terms and conditions of the various documents and policies collectively constituting the Agreement on behalf of Client is authorized to bind Client.
- Client is under no obligation, contractual or otherwise, that would prevent Client from performing its obligations under this Agreement
User Service Agreement
THIS USER SERVICES AGREEMENT (“Agreement”) is entered into between Pavlov Media Inc., a Delaware Corporation, with offices at 125 West Church Street, Champaign, Illinois 61820 (“Pavlov Media”), and the individual user (“User”) as of the date indicated by your acceptance of these terms for Pavlov Media to provide certain Internet Access Services (services, equipment, and/or software; hereinafter referred to as “IAS”, and defined below in Section 1.4) to the User’s residential unit (the “Unit”; described below). User’s Unit is part of a larger real estate development (hereinafter referred to as the “Property”) and User understands Pavlov Media is under contract to owner of Property for certain terms and conditions associated with providing the IAS. For the purposes of this Agreement, User’s Unit is defined by the same language and terms contained in User’s lease with the Property including but not limited to a single bed in a student housing property to a multiple-bedroom apartment or condominium. Any references in this Agreement to “computer” or “PC” or “network device” are to be understood to include any model of desktop computer, laptop computer, handheld computing device, game console, router, or any other device capable of accessing or connecting to the Local Area Network (LAN).
The IAS are provided to User under the following terms and conditions (“Terms and Conditions”):
Section 1. Services Provided
1.1 Use of IAS. Subject to the compliance by User with all Terms and Conditions of this Agreement, and in exchange for the payment of subscription fees where applicable promptly when due, Pavlov Media will provide IAS to User. IAS includes only those features described in Section 1.4 and as described in Property-specific marketing materials available at the time of enrollment. No other special services are implied or included unless specified in writing by Pavlov Media during the time of enrollment as part of User’s Property-specific service plan (the “Service Plan”). User may subscribe for IAS from Pavlov Media only during the period of their lease at the Property. Pavlov Media reserves the right to, and User understands Pavlov Media will, permanently delete, and/or make inactive, any and all IAS account information, email, contacts, documents, and/or any data stored or used by User associated with IAS within 24 hours of the termination of User’s lease with Property (annually in student housing properties), or termination of IAS by User or Pavlov Media, in accordance with Sections 4.1(b) and 4.1(c), respectively. Additionally, once a User’s IAS account has been terminated in accordance with the Terms and Conditions of this Agreement, Pavlov Media may immediately make available for future use to other Users the Username and Pavlov Media email address(s) previously used by User.
1.2 Use of Pavlov Media Email. If User’s Service Plan includes Pavlov Media email, User shall have the right to store up to and including ten Megabytes (10MB) of email data, per Pavlov Media email address, on the Pavlov Media server(s) (“Free Storage Amount”). The Free Storage Amount is allocated per email address and is not cumulative. User can purchase a maximum of four (4) additional email addresses per IAS account (i.e., maximum total of five (5) email addresses per User; one (1) email address with initial enrollment plus four (4) additional email addresses). User can also purchase additional storage space for each email address in 10MB increments, up to a maximum of 40 additional MB per email account (i.e., maximum of 50MB total; 10MB with initial email address plus four 10MB increments per email address).
1.3 Technical and Administrative Support. During the term of this Agreement Pavlov Media shall provide technical and administrative support via telephone to User during the hours indicated at www.pavlovmedia.com. Pavlov Media reserves the right to adjust and/ or reduce these hours at its sole discretion at any time without prior notice to User. The technical support telephone number is 1-888-472-8568. The technical support provided by Pavlov Media applies strictly and specifically to the products and services provided by Pavlov Media (i.e., the IAS). Pavlov Media is not responsible for the functionality of the User’s PC or the building infrastructure, including, but not limited to, wiring, wall plates, and patch panels that were installed and/or maintained by building owner, and will not provide technical support related solely to User’s PC. Furthermore, User agrees to treat Pavlov Media support personnel with normal courtesy and respect in all interactions and acknowledges that repeated episodes (i.e., more than one) of disrespectful, abusive, argumentative, disruptive or similar behaviors directed towards Pavlov Media support personnel, in the sole discretion and judgment of Pavlov Media, will result in the termination of support services to User. Under these circumstances, if Pavlov Media restricts or terminates support services to User, User acknowledges and agrees that no credits, refunds, or discounts will be provided to User as a result of these actions and all other Terms and Conditions of this Agreement remain in full force and effect.
1.4 Scope of IAS. The term “IAS” as used throughout this Agreement shall include all services and equipment provided by or through Pavlov Media, and as associated to User’s Property-specific Service Plan. Examples of these services (although not necessarily available at all Properties) include Internet access, separately hosted Web space, Pavlov Media email addresses and storage, and technical support. Special services or features, including but not limited to, use of “peer-to-peer” filing sharing services, virtual private networks (VPNs), capability to FTP or game to sites on the Internet, capability to connect in an exclusive manner to other users on the network (i.e., virtual LAN, or VLAN), or obtain additional bandwidth allocation may be available, but are not included in the IAS unless specifically stated in this Agreement or specified in writing as part of the User’s Service Plan during enrollment. IAS are subject to change over time and are only guaranteed to remain unchanged for the current Term (“Term” defined in Section 4.1(a)), or for the duration of a defined period if User has selected an IAS Service Plan that includes a minimum period of enrollment. User acknowledges and agrees that Pavlov Media may change this Agreement, any and all conditions, product names and/or prices, and product offerings of a given Service Plan upon 10 days notification and announcement at the Property. Pavlov Media has no obligation to monitor the LAN. However, User agrees and acknowledges that Pavlov Media, its affiliates, or its contractors, has the right to monitor the LAN electronically and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate its services properly, or to protect itself or its residents
1.5 Limitation of IAS. With respect to any software and documentation provided under this Agreement, such software and documentation are provided to User for use only (I) with the IAS offered by Pavlov Media in conjunction with the distribution of such software and documentation and (ii) in accordance with the Terms and Conditions of this Agreement. No right or license is granted to use the software or documentation with any other Internet access or other network service. User expressly acknowledges that Pavlov Media reserves and shall have the right to discontinue any and all IAS to User at any time, without prior notice or liability, for any conduct which Pavlov Media, in its sole discretion, determines to violate the Agreement or is otherwise harmful to Pavlov Media’s interests or the interest of others. IAS are furnished for User use only and not for resale or commercial purposes.
Section 2. User’s Obligations
2.1 User definition. A User is defined as any resident, agent, or third-party that accesses the network at the site. By accessing the network, User agrees to be bound by the Terms and Conditions of this Agreement. User agrees to provide Pavlov Media with accurate and valid identification and contact information during initial registration for the IAS and to take reasonable measures to keep Pavlov Media informed of any changes to these data.
2.2 Software and Hardware. User shall, at his/her sole cost and expense, procure and maintain the hardware, software, and cabling and ancillary components for User’s PC (or PCs) and related equipment (“User’s PCs”) so that User’s PCs are compatible with the Local Area Network (the “LAN”), which Pavlov Media operates, and so that User’s PCs are compatible with the IAS. In addition, User shall be solely responsible for maintaining the security of the User’s PC(s), security settings and tools, username, password, files, network and user access, and any information User might disseminate through Pavlov Media’s IAS or other Internet services, and for all use of IAS by User, with or without User’s knowledge or consent. User recognizes and agrees that Pavlov Media, and Pavlov Media’s representatives, will not troubleshoot or install software or hardware applications on User’s PC. User further acknowledges that the use of a PC on a LAN or to access the Internet carries inherent and fundamental risks, including but not limited to unintentional file-sharing and/or, access to User’s personal and financial information stored on the User’s PC, or exposure to offensive, unedited, violent, or sexually-explicit materials. User acknowledges and agrees that it is the sole responsibility of the User to manage these risks and Pavlov Media has no responsibility to manage these risks on User’s behalf as part of the IAS. User also acknowledges that any confidential information transmitted or made available to others via the IAS is strictly the responsibility of the User. User shall install, operate, and frequently update, anti-virus software and critical Operating System updates on User’s PC. If, for any reason, as a result of disruption by the User’s PC on the LAN Pavlov Media’s ability to provide the IAS to User or others at the Property is adversely affected, User may be immediately disconnected from the IAS until such time as User demonstrates to Pavlov Media’s satisfaction that User’s PC will no longer provide a disruption. This may include requiring proof that User’s PC is free of viruses or other detrimental elements.
2.3 Use and Conduct. User agrees to use the IAS in strict compliance with the Terms and Conditions set forth in this Agreement. User acknowledges that failure to comply strictly with the Terms and Conditions shall give rise to the right of Pavlov Media to unilaterally suspend or terminate User’s connection with the IAS, pursuant to the provisions of Section 4 below. In addition, User expressly consents to Pavlov Media’s right to download Web sites (property-specific or otherwise) onto User’s PC’s in utilization of the IAS.
2.4 User Representations and Warranties. User represents, warrants, covenants and agrees that he/she will not engage in any of the types of conduct listed below, or allow any content on User’s PC (“Content”; as described below) to be used in violation of the following types of conduct, in conjunction with the utilization of the IAS. Content shall include information made available, displayed or transmitted in connection with Pavlov Media or the IAS, including all trademarks, service marks and domain names contained therein, as well as the contents of any bulletin boards or chat forms, and, all updates, upgrades, modifications, and other versions of the foregoing. Violations of the following may result in termination or suspension of the IAS in accordance with Section 4.1(c) below:
- (a) transmitting, receiving, displaying, printing, forwarding, or otherwise disseminating material that is, in the reasonable judgment of Pavlov Media, fraudulent, illegal, harassing, tortuous, abusive, libelous, defamatory, profane, offensive, embarrassing, sexually explicit, obscene, threatening, defamatory, or constitutes illegal content, or potentially illegal content, of any kind under applicable law;
- (b) uploading, transmitting, receiving, displaying, printing, forwarding or otherwise disseminating material, content, communication, information, or software that contains, or is, or has characteristics of a virus, Trojan horse, cancelbot, self-replicating code, and/or other harmful component;
- (c) uploading, transmitting, receiving, displaying, printing, forwarding or otherwise disseminating material, content, communication, information or software which is protected by patent, copyright, trademark, rights of privacy, or other proprietary rights without first obtaining any necessary permission of the owner of such rights. Furthermore, User understands and acknowledges that Pavlov Media will not, and has no responsibility to, prevent User from violating any copyright or privacy laws. Pavlov Media strictly prohibits and forbids any and all activities conducted by User that constitute a violation of the Digital Millennium Copyright Act of 1998, and all associated subsequent legislation. This restriction is particularly, but not solely, focused on Title II “Online Copyright Infringement Liability Limitation”;
- (d) utilizing the IAS to commit a crime, or to plan, encourage, aid, abet, help or assist others to commit a crime or otherwise violate any local, state, national or international law, including without limitation, any federal or state securities laws or export control laws;
- (e) utilizing the IAS in such a manner so as to violate the terms and conditions, operating rules or security requirements of any other computer network or interactive service;
- (f) utilizing the IAS to flood a user group, network, or other online system with unsolicited, inappropriate or unwanted email (“Spam”), ICMP traffic (“Denial of Service Attack”), or other intrusive or disruptive traffic, regardless of the point of origin;
- (g) utilizing the IAS to send an electronic message or file via the Internet in such a manner so as to make the message or file to appear to originate from a false source, such as another Internet user or domain altogether (“Spoofing” or “Forging a Header”);
- (h) utilizing the IAS to host Web servers, proxy servers, DHCP servers or any other server;
- (i) utilizing the IAS to create sessions to peer-to-peer file sharing services for exchange of materials protected or potentially protected by copyright or trademark protection, or otherwise protected and proprietary and not subject to public distribution without the owners written consent;
- (j) utilizing the IAS to resell the Service or otherwise make available to anyone inside or outside the Unit the ability to use the IAS (i.e. Wi-Fi, or other methods of networking). The Service is for residential, personal use only and User agrees not to use the Service for operation as an Internet Service Provider or for any other for-profit, non-profit, or promotional business purpose;
- (k) utilizing the IAS in any manner to bypass, tamper, degrade, modify, attack, or to gain like access to Pavlov Media equipment and/or networks, either directly or indirectly;
- (l) utilizing the IAS in any manner to restrict, inhibit, or interfere with any other User’s access to the IAS;
- (m) utilizing the IAS in an attempt to circumvent User authentication or the security of any equipment, software or account (“Cracking”);
- (n) attempting to use any other IP number than the one assigned by Pavlov Media’s DHCP server or the one assigned by Pavlov Media staff;
- (o) misrepresenting your IP number or adapter address and/or using a translation scheme to misrepresent or hide your IP number or adapter address; or,
- (p) utilizing the IAS to post or transmit any material that is y to result in retaliatory attacks against Pavlov Media, its affiliates, or its contractors by offended users.
2.5 Additional Affirmative Representations and Warranties. User also represents, warrants, covenants, and agrees that he/she will do the following in utilizing the IAS or in utilizing any content on User’s PC:
- (a) provide recipients of unsolicited emails a clear and easily exercisable means to be excluded from additional emails from User;
- (b) honor any request by any party to be excluded from unsolicited emails (which means among other things, that User will not provide such party’s email address to any third party for the purpose of sending unsolicited email); and
- (c) ensure that any email User sends clearly and accurately identifies the sender, the senders return email address and the email address of the originator.
2.6 Indemnification. User agrees to defend (by counsel acceptable to Pavlov Media), indemnify and hold harmless Pavlov Media and its affiliated companies, its officers, directors, employees, shareholders, contractors, licensees and independent content providers from all liabilities, claims and expenses, including attorneys’ fees, arising from breach, by User, of the Agreement or from use of, or in connection with, the transmission by or through the IAS of any Content, including any breach of User’s security on the IAS, other than those caused by the gross negligence or willful misconduct of Pavlov Media, or its employees. Nothing in this Agreement shall interfere with the right of Pavlov Media to retain independent counsel with respect to any such claims or proceedings, at the sole expense of Pavlov Media, and in said event, the obligations of User shall not be amended or changed thereby, but shall continue as herein above provided.
Section 3. Payment of Costs and Fees
3.1 Payment of fees. User acknowledges and understands that Pavlov Media will charge various fees to User’s credit card (when applicable) in accordance with the IAS (i.e., Service Plans) selected by User, and it is User’s responsibility to monitor those charges as being consistent with the IAS services they have selected. Pavlov Media expects, and User agrees, that User will review each monthly charge for accuracy and failure to review those charges or statements by User in a timely manner does not constitute a basis for refunds or credits after the fact. Charges to User’s credit card dated 65 days or older (from date of contact to Pavlov Media) will not be considered by Pavlov Media for refunds or credits.
User agrees to allow Pavlov Media to charge User’s credit card the following amounts:
- (a) Set-Up or Installation Fees. User shall pay the costs for the set-up of User’s IAS as shown on the online registration and information pages (i.e., Service Plans) for each of User’s PCs. User acknowledges that this fee is non-refundable under any circumstances;
- (b) Subscription Fees. User shall pay for its use of the IAS pursuant to the schedule of fees shown on the online registration pages and property-specific marketing materials at the time of enrollment. Subscription fees shall not be modified during the Term (“Term” is defined in Section 4.1(a) below). IAS subscription fees for User who is on a one-month renewable Term may be changed, upon thirty (30) days advance notice to User. See Section 4.1(a) below for termination rights upon such event;
- (c) Re-connection Fees. In the event that User’s IAS is suspended or terminated by Pavlov Media for violations of this Agreement (Section 4.1), and once the cause of the suspension or termination has been fully resolved to bring User back into full compliance with all terms and conditions of this Agreement, if User should desire to reinstate IAS, User shall be required to pay a re-connection fee. This fee will be no less than twenty-five dollars ($25.00) per event, and is subject to change at the sole discretion of Pavlov Media. Additionally, if User requires assistance from Pavlov Media to resolve issues, User will be required to reimburse Pavlov Media for time spent resolving the issue in accordance with Section 3.1(j). Suspension or termination of the IAS does not eliminate or reduce the obligation of User to pay all sums due hereunder that were incurred as part of User’s usage of the IAS or Pavlov Media’s efforts to collect fees as part of the IAS;
- (d) Network Outages. The IAS is provided using the public Internet domain, and wiring and infrastructure built and maintained by Property owner. Therefore, the IAS cannot be solely controlled by Pavlov Media. Outages in service should be expected and are considered unavoidable. Individual, continuous service disruptions of seven (7) days or less will not be subject credit from Pavlov Media to User. Outages exceeding seven (7) days may be credited to User on a prorated basis per day for each full day of outage beyond the first seven (7) days. Any credits issued will correspond directly to the charges from Pavlov Media directly to User for the current month. Credits will not be issued to User at any time, or under any circumstances, for IAS services not paid for directly by User to Pavlov Media, including, but not limited to, all property provisioned service plans;
- (e) Creation of additional accounts. User shall pay for all IAS accounts, and partial services, created by or enrolled in by the User. If a User creates additional IAS account(s) or enrolls in additional services to their primary IAS, on purpose or by accident, Pavlov Media reserves the right to invoice the User and collect payment for these additional accounts and services in accordance with the fees set-forth in their Service Plan. User’s IAS (both primary account and all subsequent accounts) may be suspended or terminated in accordance with Section 4.0 until all fees and costs associated with User’s additional accounts are paid to Pavlov Media in full;
- (f) Failure to promptly return Pavlov Media Equipment. User shall pay Pavlov Media for Pavlov Media-supplied equipment that is not returned promptly following termination of service in accordance with Section 4.1(b), including new equipment shipping and configuration costs, and any outstanding fees or other costs currently pending in User’s billing account with Pavlov Media;
- (g) Credit or Charge Card Decline Fees, Bad Check Fees, or Collection Fees. In the event that User’s credit or charge card is declined or cannot be charged for fees as described in this Agreement, for any reason, Pavlov Media may promptly suspend or terminate IAS to User and User agrees to pay Pavlov Media no less than a $10 Credit/Charge Card decline Fee, per event. In the event a check is returned to Pavlov Media for Insufficient Funds or any reason, Pavlov Media may promptly suspend or terminate IAS to User and User agrees to pay Pavlov Media no less than a $20 Bad Check Fee, per event. These fees will be deducted from User’s credit or charge card directly, or if not possible, billed directly to customer for payment by other means. In the event that Pavlov Media must enlist a Collection Agency or other means to collect monies owed to Pavlov Media, the User agrees to pay any fees associated with such collections;
- (h) Trial Promotions. Should Pavlov Media offer discounted or free trial promotions, User is limited to one discounted or free trial per Unit. If more than one User lives in a given Unit as described in this Agreement, only one discounted or free trial promotion shall be provided to that Unit on a first come, first serve basis. If User enrolls for more than one discounted or free trail promotions per Unit, whether or not knowledgeable of the actions of other Users living in the same Unit, User will be considered in violation of this Agreement and Pavlov Media reserves the right to terminate or suspend IAS to User until Pavlov Media is fully compensated by User at the currently published fees for consumed services in excess of legitimate promotion;
- (i) Credits and Refunds. Should a credit or refund be warranted for User, Pavlov Media will provide that credit or refund to User’s account within Pavlov Media’s billing system rather than directly to User’s credit card. The only exception to this will occur if User has terminated the IAS with Pavlov Media and closed their account. If credits or refunds are considered by Pavlov Media for User for any reason, those credits or refunds will be strictly limited to a maximum of the most recent (one) billing cycle and the prorated portion of the current billing cycle, or a maximum of 60 days, whichever is less; and,
- (j) Technical Support time. User understands and agrees that Pavlov Media will charge up to ninety-five dollars ($95) per hour for technical support time related to resolving User issues, which the User cannot or will not resolve using their own means.
This hourly charge may increase at any time without prior warning to User at the sole discretion of Pavlov Media, and may charged independently and in conjunction with other charges set forth in this Agreement.
Section 4. Termination
4.1 Term and Termination for Breach
- (a) The term of service (“Term”). The Term shall end 30 calendar days following the start date of the service. User is bound to a minimum number of Terms if specified on the online registration pages and/or the Property-specific Service Plan subscribed to by User. Unless cancelled in accordance with Section 4.1(b) below, the original Term shall be continually renewed for additional 30-day terms in accordance with the Terms and Conditions of this Agreement.
- (b) Termination by User. If User chooses to terminate subscription to the IAS, User must submit to Pavlov Media notice of cancellation of IAS at least ten (10) days prior to the end of a Term (including initial or subsequent Terms, and all promotional or trial offer Terms). If User is bound to a minimum number of Terms by their Service Plan, User must notify Pavlov Media ten (10) days prior to the Anniversary Date of the current Term. In cases of early termination by User for Service Plans that include a minimum number of Terms, Pavlov Media will charge User an early-termination fee of not less than $200. Actual IAS usage will be terminated by Pavlov Media on User’s monthly Anniversary Date, prior to an additional billing cycle. Any Pavlov Media equipment and/or cables, must be returned to Pavlov Media within ten (10) days of IAS termination, or User shall pay an amount equal to that which is required by Pavlov Media to replace such items at the time of termination (including, but not limited to, purchase, shipping, configuration, and all labor associated with the replacement equipment), or $200, whichever is greater. User agrees that Pavlov Media shall deduct these fees directly from User’s credit card in accordance with Section 3.1.
- (c) Termination by Pavlov Media. In the event that User violates the Terms and Conditions of this Agreement, Pavlov Media shall have the right to immediately terminate or suspend User’s access to the IAS without notice. Pavlov Media reserves the right to terminate or suspend any User (without notice) that Pavlov Media, at its sole discretion, determines to be an abuser to the IAS. Any Pavlov Media equipment and/or cables must be returned to Pavlov Media immediately upon request or, if User fails to return such equipment on a timely basis, User shall pay and all fees as described in Section 3.1.
- (d) Reconciliation of Accounts upon Termination. In the event that User’s use of the IAS is terminated for any reason, no refund of any fees or credits will be granted. Upon termination, User shall remain obligated to pay all charges due hereunder (up to and through the end of current Term). In such event, User shall have no right to be re-connected, except on terms acceptable to Pavlov Media in its sole discretion.
Section 5. Pavlov Media’s Liability
5.1 Limited Warranty. Pavlov Media or its subcontractors shall perform all work for User under this Agreement in a good and workmanlike manner, in accordance with manufacturers and/or suppliers standards and specifications, both respecting materials to be used and manner of installation. User expressly agrees and acknowledges that use of the IAS is at User’s sole risk, and is provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind, either expressed or implied. If User purchases or is provided with equipment from Pavlov Media, Pavlov Media does not provide separate warranty(s), guarantees, or support for such equipment beyond those provided by, and passed through by Pavlov Media, the original equipment manufacturer.
5.2 Disclaimer of Other Warranties. TO THE EXTENT PERMITTED BY LAW, PAVLOV MEDIA DISCLAIMS ALL OTHER WARRANTIES ON THE IAS, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. PAVLOV MEDIA, ITS EMPLOYEES, OFFICERS, SHAREHOLDERS, INVESTORS, AGENTS, SUPPLIERS, VENDORS AND DISTRIBUTORS MAKE NO OTHER WARRANTY OF ANY KIND, EITHER EXPRESSEDOR IMPLIED, REGARDING THE QUALITY, ACCURACY, OR VALIDITY OF THE DATA AND/OR INFORMATION AVAILABLE THROUGH THE IAS OR RESIDING ON OR PASSING THROUGH ITS INTERCONNECTING NETWORKS, OR THAT PAVLOV MEDIA’S IAS WILL BE UNINTERRUPTED OR ERROR FREE. THE DURATION OF ANY STATUTORILY REQUIRED WARRANTY PERIOD SHALL BE LIMITED TO THE TERM OF THE LIMITED WARRANTY. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, DEPENDING UPON WHERE YOU LIVE. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.
5.3 Exclusive Remedy. USER’S EXCLUSIVE REMEDY FOR BREACH OF THIS AGREEMENT BY PAVLOV MEDIA, SHALL BE, AT PAVLOV MEDIA’S OPTION, EITHER (A) THE REPAIR OR REPLACEMENT OF THE IAS PRODUCT THAT DOES NOT MEET PAVLOV MEDIA’S LIMITED WARRANTY; OR (B) A REFUND OF THE SUBSCRIPTION FEES USER HAS PAID PAVLOV MEDIA UNDER THIS AGREEMENT OVER THE LAST TWELVE (12) MONTHS
5.4 Disclaimer of Consequential Damages. UNDER NO CIRCUMSTANCES SHALL PAVLOV MEDIA BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER ARISING OUT OF THE USE OF THE IAS, ADVICE OF PAVLOV MEDIA STAFF, OR INABILITY TO USE THE IAS INCLUDING WITHOUT LIMITATION, COMPUTER FAILURE, WORK STOPPAGE OR ANY OTHER DAMAGES, EVEN IF PAVLOV MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
5.5 Limitation On Liability. PAVLOV MEDIA’S LIABILITY SHALL IN NO EVENT EXCEED THE LESSER OF FIVE HUNDRED DOLLARS ($500.00) OR THE LAST TWELVE (12) MONTHS OF SUBSCRIPTION FEES PAID BY USER TO PAVLOV MEDIA HEREUNDER.
Section 6. Governing Law and Dispute Resolution
6.1 Arbitration. The parties agree to submit any dispute arising out of or in connection with this Agreement to binding arbitration in Champaign, Illinois, before the American Arbitration Association pursuant to the provisions of this Section 6.1, and, to the extent not inconsistent with this Section 6.1, the rules of the American Arbitration Association. The parties agree that such arbitration will be in lieu of either party’s rights to assert any claim, demand or suit in any court action, (provided that either party may elect either binding arbitration or a court action with respect to obtaining injunctive relief to terminate the violation by the other party of such party’s proprietary rights, including without limitation any trade secrets, copyrights or trademarks). Any arbitration shall be final and binding and the arbitrator’s order will be enforceable in any court of competent jurisdiction.
6.2 Governing Law; Venue. The validity, construction, and performance of this Agreement shall be governed by the laws of the State of Illinois, including its conflict of law principles, and all claims and/or lawsuits in connection with this agreement must be brought in Champaign County, State of Illinois.
Section 7. Miscellaneous Provisions
7.1 Force Majeure. Neither party shall be held responsible for damages caused by any delay, default, or interruption in IAS due to any contingency beyond its control preventing or interfering with performance hereunder.
7.2 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.
7.3 Severability. If any provision shall be invalid or unenforceable, the remaining provisions shall not be affected thereby, and every provision hereof shall be valid and enforceable to the fullest extent permitted by law.
7.4 Assignment. This Agreement may not be assigned by User without the prior written consent of Pavlov Media. Pavlov Media may assign this Agreement without the consent the User, without notification.
7.5 Entire Agreement. This Agreement is the entire agreement between the parties with respect to the IAS. Nothing may be amended except by an agreement in writing signed by the parties hereto or their respective successors in interest. The rights and obligations of User shall be governed by and construed in accordance with the laws of the State of Illinois.
7.6 User Information. User acknowledges and understands that Pavlov Media may from time to time share User information with the Property Owner, Property Management staff, or their authorized agents to aid them in their communication with residents of the property. The information shared under these circumstances will be limited to those data obtained by Pavlov Media in the normal course of User enrollment and/or account maintenance and updates. Additionally, User acknowledges and understands that Pavlov Media will share User information with any and all legal authorities, if requested, in accordance with federal, state or local laws.
7.7 Third Party Beneficiary. Pavlov Media has entered into an agreement with the owner of the Property (“Owner”), whereby Pavlov Media provides services to User using equipment and/or facilities owned by Owner. Owner is not an Internet Service Provider (ISP). However, if Owner is ever deemed to be an Internet Service Provider, Owner may enforce the benefits of this Agreement as a third party beneficiary, but Owner is not responsible for any of the obligations under this Agreement.
Acceptance of the Terms and Conditions presented in this Agreement is hereby indicated by User either 1) by signing in the space provided below or 2) by acknowledging and accepting through the online sign-up process.