General Terms and Conditions – Residential

1. Agreement Governing Use of Service.

2. Right of Access, Easement, and Right of Way.

a. Access, Easement, and Right of Way.

Customer grants Company an exclusive right to install, operate, maintain, repair, upgrade, and remove Equipment and circuit, and further, grants the exclusive right of access, easement, and right of way, including reasonable rights of ingress and egress to the Customer’s property and/or buildings where Services are ordered (collectively “Premises”) to install, operate, maintain, repair, upgrade, and remove Company Equipment.

b. Photographs.

You agree Company may take photographs of the Equipment installed by or on behalf of Company on the exterior or interior of your residence for quality control purposes. You also agree that Company may use, and that you have the necessary permissions to approve Company’s use of, existing facilities, including existing wiring in and around your residence, to complete the installation services.

c. Rental Property.

If you rent or otherwise do not own your residence, you represent and warrant that you are authorized by the Property owner to order Company installation. You may be asked to provide written evidence of such permission. If Company incurs any costs or losses, including attorneys’ fees, because you lack the necessary authorization(s) for Company to install the Equipment required for the Services, you are responsible for reimbursing Company for those costs or losses.

3. Equipment.

a. Company Equipment.

Company may provide or lease various pieces of Company Equipment to you in connection with the Services and you may be charged a monthly fee for your use. Company will retain title to and ownership of Company Equipment at all times. If Company Equipment is lost, stolen, or damaged after installation, Company may charge you, Equipment replacement and re-installation fees. Company Equipment fees are subject to change. Company will have the sole discretion to determine whether to repair or replace any Company Equipment, and whether such Equipment requires a software upgrade. Repair or replacement of Company Equipment is Company’s only responsibility, and your exclusive remedy, for breach of any warranty regarding Company Equipment. You may not sell, encumber, or otherwise transfer Company Equipment without Company’s prior written consent. If you sell, encumber or otherwise transfer the Equipment, to the maximum extent permitted by applicable law, any warranties will automatically and immediately terminate. You must return all Company Equipment in good working order, normal wear and tear excepted, to Company upon the termination or expiration of the Agreement or upon the Company’s request. Failure to return all Company Equipment in good working order, normal wear and tear excepted, will result in a charge to the payment method that you have provided for the amount as set forth below. If no amount has been specified for the particular model of Company Equipment, you will be charged the retail price for a new replacement. You may also be charged incidental costs that we incur in replacing Company Equipment.

b. Customer Equipment.

Customer Equipment means software, hardware, or services that you elect to use in connection with the Service(s) or Equipment and is not owned by the Company. Company may also offer you Equipment that may be purchased in connection with the Services, which will become Customer Equipment upon purchase. Company may, within its sole discretion, refuse to use Customer Equipment to provide you the Services ordered. Customer will retain title to and ownership of Customer Equipment at all times. If Company agrees to use Customer Equipment, you agree to allow us the right to insert cable cards and other hardware in Customer Equipment, send software, firmware, and/or other programs to the Customer Equipment and install, configure, maintain, inspect, and upgrade the Customer Equipment as necessary to provide any Services ordered. You warrant you are either the owner of the Customer Equipment or that you have the authority to grant us access. Company is not responsible for repairing or replacing Customer Equipment. Further, Company is not liable for, and Customer agrees to defend, indemnify, and hold Company harmless from, any damages, losses, or costs to repair or replace that result from the use of Customer Equipment.

c. Personal Use.

Customer agrees that the Service(s) and the Company Equipment will be used only for personal, residential, non-commercial purposes, unless otherwise specifically authorized by Company in writing. You will not use Company Equipment at any time at an address other than the Premises without our prior written consent. You will not use or permit another to use Equipment or the Service(s), directly or indirectly, for any unlawful purpose, including, but not limited to, in violation of any posted Company policy applicable to the Service(s). Use of Equipment or Service(s) for transmission, communications or storage of any information, data, or material in violation of any U.S. federal, state, or local regulation or law is prohibited. You acknowledge that you are accepting this Agreement on behalf of all persons who use the Equipment and/or Service(s) at the Premises and that you shall have sole responsibility for ensuring that all other users understand and comply with this Agreement, the Service Terms, and any Policies. Company reserves the right to restrict or terminate service for violations of this Agreement, the Service Terms, and any Policies. We also reserve the right to restrict or terminate service if we deem it necessary to prevent harm to our network, fraud, or other abuse of the Services, or as otherwise provided by law. Further, Company retains the right to restrict or throttle usage for high consumption at its sole discretion.

d. Installation and Maintenance.

Company may, at its own expense, install, own, maintain, operate, repair, replace, and upgrade Equipment and the circuit as necessary to provide Services and has the right to broadcast Wi-Fi frequencies and future frequencies for services on the Equipment installed. These Services are not limited to exclusive Customer use. All work performed by Company shall be performed in a good and workmanlike manner. By authorizing installation, you represent and warrant that you either own the Property or have received permission from the owner of the Premises to make any changes to the Premises necessary to install the Equipment and receive the Service, including securing riser or roof rights, if necessary. Further, you represent and warrant that the installation of the Equipment at the Premises will not violate any applicable restrictions or agreements. Company, within its discretion, may refuse to perform any custom installation work or may require inside or external wiring to complete Service delivery at additional hourly or other charges. In the event you fail to keep an installation appointment, or the Premises is not prepared to accept installation, Company may charge you a fee to recover any costs associated with an additional installation appointment. Company will not be liable for any alterations or damage to the Premises that results from the installation, use, or removal of the Equipment, and will not be responsible for removing any of the Equipment, or related costs to remove the Equipment at the end of the Term. In addition to your indemnification obligations in this Agreement, you agree to defend, indemnify, and hold Company harmless from any claims or liabilities associated with Company’s installation of Equipment. The foregoing sentence will survive termination or expiration of this Agreement. Company will not maintain or in any way be responsible for any software, cables, or hardware attached to the Equipment, whether related or unrelated to the use of Service. Company will provide customer care support during its standard business hours for performance and operational issues related to the Service. In the event you request a service call to your Premises, Customer may be billed the cost of the service call and any necessary repairs and/or replacement to Company Equipment.

e. Company Equipment Location and Tampering.

Customer agrees the Company Equipment may be used only at the Premises. You agree not to change any serial numbers or identifiers on Company Equipment, or to perform a factory reset of the Equipment, without written permission from Company. In addition, you will not service, alter, modify, or tamper with Company Equipment, or permit any other person to do so without the express, written consent of the Company.

f. Theft of Equipment or Service.

Customer agrees to notify Company immediately if the Equipment is stolen or if they become aware at any time that the Service is being stolen or fraudulently used.

4. Maintenance

Company may interrupt the Service(s) temporarily to perform scheduled maintenance on any day between the hours of 12:00 a.m. and 6:00 a.m. local time. Company may perform emergency maintenance as needed and will use best efforts to coordinate with the Customer to minimize any impact. In no event shall interruption for scheduled or emergency maintenance constitute a failure of performance by Company. Customer indemnifies and holds harmless Company with respect to any damage to Customer’s Equipment resulting from any maintenance.

5. Service Distinctions.

You acknowledge and agree that each service offered by Company is separate, distinct, and subject to different laws and regulations. The distinction in each service may limit or otherwise affect your rights of redress before federal, state, or local regulatory agencies. Accordingly, you agree to be bound by the Terms and Conditions for each Service purchased, all of which can be found on the Company’s Website.

6. Place of Primary Use.

In order to determine which jurisdiction’s taxes and other assessments to collect, federal law may require Company to obtain your Place of Primary Use (PPU), which must be your residential street address (if the Service is primarily for personal use) or your business street address (if the Service is primarily for business use). This address must be within the coverage area for the Service. You agree that the street address listed on your Service Order is your PPU. You agree to notify Company promptly of any change to your PPU.

7. Back Up.

You acknowledge that the installation, use, inspection, maintenance, repair, and removal of any Equipment may result in service outage or potential damage to Customer Equipment and/or loss of software, files, data, or peripherals. You acknowledge that you are solely responsible for backing up all existing computer files by copying them to another storage medium prior to installation, maintenance, repair, or removal of the Equipment. Company will not be liable for any loss of data or damage to hardware, software, or your Property that occurs during installation of any Equipment or that results from any service performed on Customer Equipment in support of your Service.

8. Power Failure.

You acknowledge that the Service(s) do not function in the event of power failure. A power failure or disruption may require you to reset or reconfigure Equipment prior to utilizing the Service.

9. User Portal / Pavlov My Account.

a. Availability.

Company provides a User Portal available online, which is available to Customer for the purpose of managing Customer’s account, requesting support, or submitting or modifying Orders. An Authorized User may submit of a request for Products, Services, and/or Equipment in the User Portal. Such a submission is an Order and submitting an Order to Company constitutes acceptance by Customer of this Agreement, the Services Terms, and Policies.

b. Account Security.

Customer agrees to protect their username and password and are responsible for any usage of their account. You agree to immediately notify us of any unauthorized use of your account or other security breach.

c. Authorized User(s).

An Authorized User is an individual or entity designated by Customer via the User Portal that may access the User Portal and act on behalf of Customer for the purpose of managing Customer’s account, requesting support, or submitting or modifying Orders. Customer is responsible for managing the Authorized Users and keeping them updated. Customer authorizes Company to provide all applicable support and account information to Customer’s Authorized Users and to make modifications to the Services or Equipment at their direction. Company will only provide support, assistance, and information to Authorized Users who can verify their identity. Notwithstanding the foregoing, if Customer 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 on such credit or debit card.

d. Compliance with Terms.

Customer will require Authorized Users to abide by the terms of the Agreement, and Customer acknowledges and agrees that Customer is fully responsible for the actions and omissions of the Authorized Users and for all costs, overages, or other liabilities incurred through Customer’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 Customer agrees to pay any fees associated with such changes. Customer shall promptly notify us in the event that Customer becomes aware of any violation of this Agreement or any unauthorized use of the accounts of Customer or Customer’s Authorized Users.

10. Charges, Billing, and Payment.

a. Account Authorization and Notices.

You agree to pay any and all applicable monthly charges, fees, and taxes for the Equipment and Services you purchase, whether ordered by you, someone authorized by you, or someone with access to your User Portal. Within the Company’s discretion, Company may send all bills and other required notice via e-mail, first class U.S. postal mail, or overnight mail to your Premises of record on Company’s account records. You may also access this information through your User Portal.

b. Charges, Fees, and Taxes.

You agree to pay all charges associated with the Service(s), including, but not limited to, installation/service call charges, Equipment charges, measured and per call charges, applicable federal, state, and local taxes and fees (however designated), regulatory recovery fees for municipal, state, and federal governments fees or assessments imposed on Company, permitted fees and cost recovery charges, or any programs in which Company participates, including, but not limited to, public, educational, and governmental access, universal service, telecom relay services for the visually/hearing impaired, rights-of-way access, and programs supporting the 911/E911 system and any fees or payment obligations imposed by governmental or quasi-governmental bodies for the sale, installation, use, or provision of the Service(s). You will be responsible for paying any government-imposed fees and taxes that become applicable retroactively. We will provide you with notice and an effective date of any change in our prices or fees, unless the change in price is related to a change in governmental or quasi-governmental taxes, fees, or assessments, in which case we may elect not to provide notice except where required by applicable law. Not all fees apply to all Equipment and Service(s) offered by Company.

c. Monthly Billing.

Unless you are subject to a minimum term arrangement, Company Equipment and Service(s) are provided to you on a month-to-month basis. You will generally be billed monthly, in advance, for recurring service charges, equipment charges, and fees. Your first bill may include pro-rated charges from the date you first begin receiving Service(s), as well as monthly recurring charges for the next month and charges for non-recurring services you have received.

d. Installation Charges.

On or before the day we install any or all the Service(s) or Equipment, you must pay the first months’ service charges, equipment charges, any deposits, and any installation charges.

e. Deposits.

Company may require you to pay a security deposit when you activate the Service(s), if you add Equipment and/or Service(s), or if you fail to pay any amounts when they are due. Subject to applicable law, any such security deposit shall be used to offset amounts due and owing on your account for the Services and Company Equipment that is not returned, damaged, altered, lost, or stolen. Any remaining deposit amount, if any, will be returned to Customer within 45 days of termination.

f. Payment Methods.

Company may allow you to pay by credit card, debit card, check, or certain third-party services. We may change the payment methods we accept from time to time. Certain additional terms may apply depending on your selected payment method. If we do not receive your payment by the due date, you agree to pay any amounts due upon demand, regardless of your selected payment method. If you pay by check, you authorize us to collect your check electronically. You may not make restrictive endorsements (such as “paid in full”) or other statements or releases on or with checks or other payments accepted by us. If you do so, we may disregard the restrictive endorsement or reject the payment.

If we offer, and you use, automatic credit card billing, automatic payment, or electronic funds transfer plan, you authorize us or our agent to charge or place holds on the credit or debit card or financial institution account number you provide to us, without requiring a signed receipt. You certify you are the owner of the payment method, authorize us to store this information, and authorize us to automatically charge the amount of your monthly bill(s) each month on the date indicated on your monthly bill, and to charge any amounts outstanding if you cancel the Service(s). If you were required to provide a credit/debit card when you enrolled, you also authorize us to charge that card (in lieu of your autopay card, if different) for any amounts outstanding if you cancel Service(s). You agree to provide us with updated credit or debit card or bank account information as needed. You acknowledge that, if your card-issuing bank participates in a card updater program and unless you opt out of this service, your bank may provide us with updated card numbers and expiration dates, and we will update our files with this information and continue to charge your card. You agree that we are not responsible for any insufficient funds or other charges you might incur as a result of any attempts to charge or place holds on your credit or debit card or to transfer funds. When payment is made by credit or debit card, payment will also be subject to the terms and conditions established by the credit or debit card issuer. If charges cannot be processed through your credit or debit card, or if your bank draft or electronic funds transfer is returned for insufficient funds, we may charge you an additional fee and/or terminate the Service(s). You can cancel your authorization for automatic credit-card billing, automatic payment, or electronic funds transfer by contacting us. If you do so, you may lose certain promotions or discounts. You also should contact your card issuer or financial institution to advise that you have cancelled your enrollment.

g. Credit Card Issuer Agreements.

If you use a credit card to pay for the Company Equipment and Service(s), use of the card is governed by the card issuer agreement, and you must refer to that agreement for your rights and liabilities as a cardholder. You will remain responsible for all charges not honored by your credit card issuer.

h. Third-Party Charges.

You acknowledge that you may incur charges with third-party service providers such as accessing on-line services, calling parties who charge for their telephone-based services, purchasing or subscribing to other offerings via the Internet that are separate and apart from the amounts charged by us. You are solely responsible for charges payable to third parties, including all applicable taxes. In addition, you are solely responsible for protecting the security of credit card and other personal information provided to others in connection with such transactions.

i. Late or Non-Payments.

You may be billed fees, charges, and assessments related to late or non-payments if for any reason (a) Company does not receive payment for the Service(s) by the payment due date or (b) you pay less than the full amount due for the Service(s). We do not waive our rights to collect the full balance owed to us by accepting partial payment. We will apply the partial payment to the outstanding charges in the amounts and proportions that we determine. If we use a collection agency or attorney to collect money owed by you, you agree to pay the reasonable costs of collection. These costs include, but are not limited to, any collection agency’s fees, reasonable attorneys’ fees, and arbitration or court costs. If you fail to pay the full amount due for any or all the Service(s) or Equipment then Company, at its sole discretion in accordance with and subject to applicable law, may suspend or disconnect any or all the Service(s) you receive. If you resume Service(s) after any suspension, we may require you to pay a reactivation fee. If you reinstate any or all Service(s) or Equipment after disconnection, we may require you to pay an installation fee and/or service activation fee. These fees are in addition to all past due charges, costs, fees, and applicable taxes. Reactivation of the Service(s) is subject to our credit policies, this Agreement, and applicable law. Company may modify these Terms before reactivating your Service and may require a deposit.

j. Unreturned Equipment Fee.

Within its discretion, Company may charge an “Unreturned Equipment Fee” to you up to the full amount to replace Company Equipment for any unreturned Company Equipment upon termination of the Services provided under this Agreement. Company Equipment remains the property of Company and Company retains title to all Company Equipment, at all times, including but not limited to after payment of an Unreturned Equipment Fee. Payment of an Unreturned Equipment Fee shall not result in a sale of, or the transfer of title to, any Company Equipment and does not constitute a relinquishment or abandonment of Company’s ownership. Company Equipment shall not be resold, used, or operated in any manner even if an Unreturned Equipment Fee has been paid. If Unreturned Equipment Fee is paid and the Customer subsequently returns the Company Equipment consistent with this Agreement, Customer will be refunded the Unreturned Equipment Fee in full.

k. Credits.

No credit or adjustment will be made for interruptions of the Service unless the interruption continues for a period of twenty-four (24) hours or more, measured from the time that you report the interruption to Company. In the event of an interruption of the Service that continues for a period of twenty-four (24) hours or more, credit allowance will be made, at your written request, for an amount not to exceed the prorated monthly charges for your Service during the affected period. The credit will be available only where the interruption is in no part due to your acts or omissions whether negligent or otherwise or by interruptions caused by failure of any Equipment or Service not provided by Company. The foregoing credit will be your sole and exclusive remedy for any interruption of the Service or any degradation of performance of the Service. In order to be eligible for any such credit, you must request the credit in writing within 60 days of the commencement of the interruption. No credit will be available if the interruption period results from abuse, misuse, neglect, theft, vandalism, fire, unusual physical or electrical stress, water, extremes of temperature, other peril or act of God, your failure to comply with Company instructions or the terms stated on the Company’s Website, or actual or attempted alteration of or additions to the Equipment or Service not approved by Company, or from any problems with third party network elements that are not within the control of Company, all as determined in the sole discretion of Company.Billing Disputes.

Subject to applicable law, if you intend to dispute a charge or request a billing credit, you must contact Company within 60 days of the date on the bill. You waive any disputes or credits that you do not report within 60 days.

11. Electronic Communications / Paperless Billing.

a. Type of Communication.

You agree that Company or third parties acting on Company’s behalf may call, text, or e-mail you at any telephone number or e-mail address that you provide to Company, and may do so for any purpose relating to your account, the Service(s) to which you subscribe, this Agreement, the Service Terms, and the Policies. These communications may also include service history questionnaires, marketing materials, and all other communications or documents related to or about your account.

b. Consent.

Your agreement to this Agreement confirms your ability and consent to receive electronic communications related to your account, the Service(s), this Agreement, the Service Terms, the Policies, payment authorizations and transaction receipts or confirmations, account statements, service history questionnaires, marketing materials, and all other communications or documents related to or about your account. This Agreement, the Service Terms, and the Policies are subject to change without direct notice. You expressly consent to receive calls, texts, and e-mails and agree that these calls, texts, and e-mails are not unsolicited. You understand and acknowledge that these calls and texts may entail the use of an automatic telephone dialing system and/or artificial or prerecorded messages. If you do not wish to receive these calls and texts, you may opt out and manage your communications preferences by unsubscribing from them on the communication. You understand and acknowledge that this is the exclusive means of opting out of such communications. You may not opt-out of receiving certain communications pertaining to your account, including but not limited to communications regarding emergencies, fraud, or other violations of law, security issues, and harm caused to the network. Message frequency depends on your activity with your Services. Message and/or data rates may apply.

12. Changes, Modifications, and Amendments.

a. Services/Equipment/Rates and Fees.

You may change Services and Equipment at any time. Should you change your Service or Equipment, the fees will be prorated from the date of the change. Subject to applicable law, we have the right to change our Service(s), Equipment, and rates or charges, at any time with or without notice. We also may rearrange, delete, add to, or otherwise change features or offerings contained in the Service(s), including, but not limited to, Customer Equipment requirements, speed, and upstream and downstream rate limitations.

b. This Agreement, Service Terms, and Policies.

We may modify these this Agreement, the Service Terms, and Policies at any time. You should review these items regularly. Changes will not apply retroactively. If you do not agree to the modified terms, you should discontinue your use of that Service and contact us to change or terminate your Services. Continuing to use the Services and/or Equipment after we provide notice of a change to this Agreement, the Service Terms, and Policies constitutes your acceptance of the modified terms.

c. Notice.

If we give you notice, it may be provided on your monthly bill, as a bill insert, notice, first class U.S. postal mail, or overnight mail to your physical address e-mail, posting it on the Company’s Website, in a newspaper, or other communication permitted under applicable law. You agree that any one of the foregoing will constitute sufficient notice. If you find a change in the Service(s) unacceptable, you have the right to cancel your Service(s). However, if you continue to use the Service(s) and/or use the Equipment or make any payment to us after Company provides notice as specified above of a material modification, and do not provide termination notice to us, you agree to that change. Without limiting the foregoing, Company may revise this Agreement, the Service Terms, or the Policies at any time, and such revisions will be effective immediately upon posting on the Company’s Website, or providing written notice, whether electronic or otherwise, to you.

13. Security.

Company makes an effort to keep its network secure, but no network security is perfect. While Company may provide technical assistance to you, you are responsible for implementing appropriate security measures when using the Service(s), including taking whatever steps are necessary to ensure your data is not accessed by unauthorized third parties. Company makes no warranty regarding network security, encryption employed by any service, the integrity of any data that is sent, backed up, stored, or load balanced, or that Company’s security procedures will prevent the loss or alteration of or improper access to Customer data. Company is not responsible for any loss or damages to any user of the Services that may be caused by unauthorized third parties.

14. Term.

This Agreement, the Service Terms, and the Policies will be in effect from the time that the Service(s) are activated until (1) they are terminated as provided for by this Agreement, the Service Terms, or the Policies or by any addendum, (2) they are replaced by a revised Agreement, Service Terms, or Policies (3) any payment default not immediately reconciled, or (4) the Agreement, Service Terms, or the Policies are violated.

a. Termination.

Notwithstanding the above, Company and Customer retain the right to terminate Service(s) at any time. Company may provide written notice via e-mail, first class U.S. postal mail, or overnight mail to your Premises of record. Unless otherwise agreed, Customer shall provide written notice to Company via first class U.S. postal mail. Subject to applicable law or the terms of any agreements with governmental authorities, all applicable fees and charges for the Equipment and Service(s) will accrue until this Agreement has terminated, the Service(s) have been disconnected, and all Equipment has been returned. We will refund all prepaid monthly service fees charged for Service(s) after the date of termination (less any outstanding amounts due Company for the Service(s), Equipment, or other applicable fees and charges).

b. Default.

An event of default exists under this Agreement upon the occurrence of any of the following events: 1) you or Company do not perform any material term, provision, covenant, agreement or obligation under this Agreement, the Service Terms, or Policies, 2) you or Company become a debtor in a bankruptcy or similar proceeding that is not permanently dismissed or discharged within 120 days, or 3) you or Company become insolvent. If an event of default occurs, and such default continues uncured for a period of 45 days after written notice, either party shall be entitled to terminate this Agreement, the Service Terms, or Policies for cause upon the expiration of such 45-day period.

c. Suspension and Termination.

Under the conditions listed below, Company reserves the right, subject to applicable law, to act immediately and without notice to terminate or suspend the Service(s) and/or to remove from the Service(s) any information transmitted by or to any authorized users (e.g., e-mail or voicemail). Company may take these actions if it: (1) determines that your use of the Service(s) does not conform with the requirements set forth in this Agreement, the Service Terms, or Policies, (2) determines that your use of the Service(s) interferes with Company’s ability to provide the Service(s) to you or others, (3) reasonably believes that your use of the Service(s) may violate any laws, regulations, or written and electronic instructions for use, or (4) reasonably believes that your use of the Service(s) interferes with or endangers the health and/or safety of our personnel or third parties. Company’s action or inaction under this Section shall not constitute review or approval of your or any other users’ use of the Service(s) or information transmitted by or to you or users.

d. Customer Responsibilities Upon Termination.

You agree that upon termination of this Agreement you will do the following:

∙ You will immediately cease all use of the Service(s) and all Equipment;

∙ You will pay in full for your use of the Service(s) and Equipment up to the date that this Agreement has been terminated and the Service(s) are disconnected; and

∙ Within ten days of the date on which Service(s) are disconnected, you will return all Equipment, in working order, normal wear and tear excepted, to us at our local business office, to our designee, or place the Equipment with a third-party shipper (such as USPS, UPS, and/or FedEx) as instructed. If you do not return the Equipment timely or it is damaged, you will be charged the amount set forth in the current pricing lists for such Equipment, or the revised amount for which you receive notice. If no amount has been specified for the particular model of Equipment, you will be charged the retail price for a new replacement. You may also be charged incidental costs that we incur in replacing the Equipment. Upon our request during regular business hours at a time agreed upon by you and us, you will permit us and our employees, agents, contractors, and representatives to access the Premises during regular business hours to remove all Equipment and other material provided by your account will not be terminated until all billing obligations are resolved.

e. Data After Termination.

Upon termination, Company reserves the right to delete any voicemails, data, files, electronic messages, or other information stored on Company’s servers or systems. Company has no liability whatsoever as the result of the loss of any such data, names, or addresses or other information.

16. LIMITED LIABILITY.

UNLESS SET OUT IN THIS AGREEMENT, THE SERVICE TERMS, THE POLICIES, OR IN A SEPARATE AGREEMENT PROVIDED TO YOU BY COMPANY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THIS AGREEMENT, INCLUDING ACTS OR OMISSIONS RELATED TO 911, E911 OR EMERGENCY DIALING, OR THE ABSENCE OR DISRUPTION THEREOF, OR UNDER ANY THEORY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, PRIVACY, SECURITY, STRICT OR PRODUCT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY: (A) FOR ANY AMOUNTS IN EXCESS OF THE AGGREGATE OF THE FEES PAID TO COMPANY FOR THE APPLICABLE SERVICE HEREUNDER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE GIVING RISE TO LIABILITY; (B) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES, PRODUCTS, OR RIGHTS; (C) FOR ANY LOSS OR CORRUPTION OF DATA OR DELAYED OR INTERRUPTED USE OF THE SERVICE OR ACCESS TO THE INTERNET; (D) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES AND/OR LOST PROFITS; OR (E) FOR ANY LACK OR BREACHES OF SECURITY OF THE SERVICE OR IN THE STORAGE OR INTEGRITY OF YOUR DATA OR ANY USER’S DATA. THESE EXCLUSIONS AND LIMITATIONS SHALL APPLY WHETHER THE CLAIM IS BASED ON BREACH OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, PRODUCT LIABILITY, OR ANY OTHER BASIS, AND APPLY WHETHER OR NOT COMPANY WAS INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES. IN ADDITION, THESE EXCLUSIONS AND LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IF YOU ARE DISSATISFIED WITH THE SERVICE OR EQUIPMENT OR IF YOU HAVE ANY OTHER DISPUTE WITH COMPANY, OR CLAIM AGAINST COMPANY, THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE AND ANY LIABILITY (IF ANY) WILL BE LIMITED TO THE RECOVERY OF YOUR DIRECT DAMAGES INCURRED IN REASONABLE RELIANCE, LIMITED TO THE AMOUNT AND EXCLUSIONS SET FORTH IN THIS SECTION.

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION WILL SURVIVE THE TERMINATION OR EXPIRATION OF THE AGREEMENT FOR ANY REASON.

17. Other Damages.

a. Unavailable Against Company.

When permitted by law, Company will not be responsible for lost profits, revenues, data, financial losses, or indirect, special, incidental, consequential, exemplary, or punitive damages.

b. Unforeseeable Damages.

In all cases, Company will not be liable for any loss or damage that is not reasonably foreseeable.

c. Liquidated Damages.

Unless actual damages can be calculated, you agree to pay $500.00 per device per month used to receive unauthorized Services as liquidated damages for Company’s lost revenue from the unauthorized use of the Services or tampering as set forth in this Agreement, the Service Terms, the Policies, or any other separate agreement provided to you by Company. These liquidated damages are in addition to any other damages available in this Agreement, the Service Terms, the Policies, or available in law or equity.

d. Criminal Damages.

The unauthorized reception of the Service(s) by Customer or other users may also result in criminal fines and/or imprisonment, and we reserve the right to report any illegal activities to law enforcement. Company will not be responsible for any illegal activities engaged in by Customer or other users.

18. INDEMNIFICATION AND LIABILITY OF CUSTOMER.

YOU AGREE THAT YOU AND ANY OTHER INDIVIDUAL USING THE SERVICE AT THE PROPERTY SHALL BE RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS COMPANY AND SHALL REIMBURSE US FOR ANY DAMAGES, LOSSES, OR EXPENSES (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS) INCURRED BY US IN CONNECTION WITH ANY CLAIMS, SUITS, JUDGMENTS, AND CAUSES OF ACTION ARISING OUT OF (A) YOUR 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 YOUR 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) YOUR BREACH OF ANY PROVISION OF THIS AGREEMENT; (E) THE USE OF THE SERVICES OR THE INTERNET OR THE PLACEMENT OF ANY MESSAGE, INFORMATION, SOFTWARE OR OTHER MATERIALS ON THE INTERNET BY CUSTOMER OR ITS CUSTOMERS; AND (F) ACTS OR OMISSIONS OF CUSTOMER OR ITS CUSTOMERS IN CONNECTION WITH THE CONSTRUCTION, INSTALLATION, MAINTENANCE, PRESENCE, USE OR REMOVAL OF SYSTEMS, CHANNELS, EQUIPMENT, OR SOFTWARE NOT PROVIDED BY BLUEBIRD WHICH ARE CONNECTED OR ARE TO CONNECT TO THE SERVICES. THE TERM “PROPERTY” AS USED IN THIS SECTION SHALL INCLUDE REAL, PERSONAL, TANGIBLE, AND INTANGIBLE PROPERTY, INCLUDING BUT NOT LIMITED TO DATA, PROPRIETARY INFORMATION, INTELLECTUAL PROPERTY, TRADEMARKS, COPYRIGHTS, PATENTS, AND KNOWLEDGE.

19. Force Majeure.

Company shall not be liable for failure of performance due to causes beyond its reasonable control, including but not limited to: acts of God, actions of any governmental entity or agency, national emergencies, labor disputes, insurrection, vandalism, acts of civil or military authority, acts of a public enemy, riot, war, hurricanes, tornadoes, storms, earthquakes, floods, terrorism, fires, explosions, cable cuts not caused by Company, governmental regulation or order, or strikes, lockouts or other work interruptions, or other acts beyond Company’s or Customer’s control.

20. Attorneys’ Fees.

If any action at law, in equity, or pursuant to the Dispute Resolution below is necessary to enforce this Agreement, the Service Terms, or Policies, 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.

21. Severability.

If any provision of this Agreement, the Service Terms, or Policies 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, the Service Terms, or Policies shall be interpreted as if such provision were so excluded.

22. 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 Warrant, Summons, and Court Order, or Subpoena. 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. 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.

23. Company Intellectual Property and End User Licensing Terms.

The Service(s) and Equipment and any firmware or software used to provide the Service(s), or embedded in the Equipment, or used in connection with the Service(s), and all Service(s), information, documents, and materials delivered to you by Company or located on the Company’s Website are protected by trademark, copyright, and other intellectual property laws and international treaties. All websites, names, service marks, trademarks, trade names, logos, and domain names (collectively “Marks”) of Company are and shall remain the exclusive property of Company. Nothing in this Agreement, the Service Terms, or Policies grants you the right or license to use any of such Marks. You acknowledge that you are not given any license to use any firmware or software under this Agreement. You agree that the Equipment is exclusively for use in connection with the Service. You will not use the Service except by means of the Equipment. If you decide to use the Service(s) using equipment not provided by Company, you represent and warrant that you possess all required rights, including software and/or firmware licenses, to use that equipment with the Service(s) and, in addition to your indemnification obligations, you agree to defend, indemnify and hold Company harmless against any and all liability arising out of your use of such equipment with the Service(s). The foregoing sentence will survive termination or expiration of the Agreement for any reason. You agree not to reverse compile, disassemble, or reverse engineer or otherwise attempt to derive the source code from the binary code of any firmware or software used to provide the Service(s) or used in connection with the Service(s).

If you connect to Company Services by using, downloading, or installing an application or other Software that we made available, whether directly or indirectly through vendors, your use of the Software is subject to this Agreement and any End User License Agreement (EULA) for the Software. We (or for vendors’ Software, the vendor) remain the owner of the Software and is not being sold to you, unless otherwise specified. So long as you comply with the terms of this Agreement and any EULA provided with the Software, Company grants you a revocable, nonexclusive, nontransferable, limited right to install and use the Software on a single computer or device that you own and control and to access and use the Software on such device. We are not responsible for any material or content that you transmit, store, delete, record, or play using the Software.

24. Copyright Infringement.

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you think somebody is violating your copyrights and want to notify us, send notifications to Service Provider’s Designated Agent pursuant to Title 17, United States Code, Section 512(c)(2) (as amended).

25. Acceptable Use Policy.

a. General.

All Customers or Users, whether authorized or unauthorized, will be required to agree to Company’s Acceptable Use Policy (AUP) as a condition for gaining access to the Service(s). Company’s AUP can be found on the Company’s Website.

b. Customer/User Liability and Responsibility.

You are liable for any and all liability that may arise out of the content transmitted by or to you or any User. You will assure that your or Users’ use of the Service and content will at all times comply with the requirements set forth in this Agreement, the Service Terms, the Policies, all applicable laws and regulations, and written and electronic instructions for use. Company reserves the right to terminate or suspend affected Service(s), and/or remove your or any other User’s content from the Service, if Company determines that such use or content does not conform with these requirements or interferes with Company’s ability to provide Service to you or others or receives notice from anyone that your or Users’ use or content may violate any laws or regulations. Company’s actions or inaction under this Section will not constitute review or approval of your or Users’ use or content. In addition to your indemnification obligations set forth in this Agreement, the Service Terms, and the Policies, you will defend, indemnify and hold Company harmless against any and all liability arising from the content transmitted by or to you or to Users using the Service. The foregoing sentence will survive termination or expiration of the Agreement for any reason.

c. Company as a Conduit.

Because Company acts only as a conduit for transmission of data, it is not subject to the Health Insurance Portability and Accountability Act (as per 65 FR Vol 78 No.17 Section 13408 of the HITECH Act); CUSTOMER IS SOLELY RESPONSIBLE FOR COMPLYING WITH SUCH STATUTES, RULES, AND REGULATIONS. Customer shall have full responsibility and liability for all content transmitted. Company shall have no responsibility or liability for any material contained in the signals transmitted by Customer, including any responsibility or liability with respect to the content of what is transmitted or any copyright or other intellectual property right therein, and Customer agrees to defend, indemnify, and hold Company harmless with respect to any claims.

26. Cooperation with Investigations.

You acknowledge that Company may cooperate fully with investigations of possible illegal activity or violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations. If we suspect violations of this Agreement, the Service Terms, Policies, or applicable law, we may, without prejudice to any other rights or remedies we may have: a) institute legal action, b) immediately, without prior notice to you terminate the Agreement and the Service, c) terminate any other Company agreements between us and you and the applicable Company Service(s) provided under those agreements, and d) cooperate with law enforcement authorities in bringing legal proceedings against violators. You agree to reasonably cooperate with us in investigating suspected violations. Those who violate systems or network security requirements may incur criminal and/or civil liability. Your failure to provide reasonable cooperation may result in your liability for such violations.

27. Privacy.

a. Policy

Company’s Privacy Policy can be found on the Company’s Website and is incorporated here by reference.

b. Third Parties

Company will not share your personal information, such as address, telephone number(s), or e-mail address(es), with third parties. You understand and agree that information provided to and collected by Company in connection with the Services may be used internally for quality control standards and such information may be aggregated without identifying information and used for Company marketing materials and other studies.

c. Children

Children under the age of 13 should not be permitted to access Company’s Services unless allowed by an Account holder who is their legal guardian. By permitting a child to access a Company Service, you are giving your child access to all features (such as email, texts, and device applications), the internet, and a broad range of third-party content. It is your sole responsibility to determine whether the features are appropriate for a minor.

Company is not responsible for any content accessed by you or minors. In addition, Company does not guarantee the accuracy of any access controls that may be available, and you agree that you will not hold Company liable for any loss or damage of any kind incurred as a result of the use of any such access controls.

d. Contact with Company

You agree that we may monitor and record any telephone calls or other communications when interacting with customer service/tech support, regardless of medium, between (1) us (and our agents) and you or your agents, or (2) us (and our agents) and any user of your Services or Customer Equipment, or any phone number associated with your account.

28. Assignment.

This Agreement and the Service(s) furnished hereunder may not be assigned by you unless Company provides prior written consent. Any unauthorized assignment or delegation will be null and void. You agree to notify us immediately of any changes of Residency or occupancy of the Premises. Company may freely assign our rights and obligations under this Agreement without restriction and with or without notice to you.

29. Additional Representations and Warranties.

In addition to representations and warranties you make elsewhere in this Agreement, you also represent and warrant that:

e. Age.

You are at least 18 years of age.

f. Customer Information.

During the term of this Agreement, you have provided and will provide to Company information that is accurate, complete and current, including without limitation your legal name, address, telephone number(s), the number of devices on which or through the Service(s) is being used, and payment data (including without limitation information provided when authorizing recurring payments). You agree to notify us promptly, in accordance with this Agreement, if there is any change in the information that you have provided to us. Failure to provide and maintain accurate information is a breach of this Agreement.

g. Information Provided to Third Parties.

Company is not responsible for any information provided by you to third parties, and this information is not subject to the privacy provisions of this Agreement or the privacy notice for the Service(s). In addition, you are responsible for controlling access to any Equipment and any other device you use to access the Services (“Connected Device”). You assume all privacy, security, and other risks associated with providing any individual with access to a Connected Device or providing any information including Customer Proprietary Network Information (“CPNI”) or personally identifiable information, to third parties via the Service(s). For a description of the privacy protections associated with providing information to third parties, you should refer to the privacy policies, if any, provided by those third parties.

h. Export Laws.

You expressly agree 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. You further expressly agree not to use the Service(s) in any way that violates any provision of such laws or their implementing regulations.

i. 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 reserves the right to delete all your data, files, electronic messages or other Customer information that is stored on Company’s servers or systems. In addition, you may forfeit your account username and all e-mail, IP and Web space addresses, and voice mail. In the event you cancel without porting your voice service and the telephone number to another service provider, you will forfeit the telephone number. We shall have no liability whatsoever as the result of the loss of any such data, names, addresses, or numbers.

j. Relationship Between the Parties.

This Agreement, the Service Terms, and Polices create no partnership, joint venture, or agency relationship between the Parties and results in no joint service offerings.

k. Executed Counterparts.

Any documents executed by the Parties may be executed in counterparts which together shall constitute a single agreement.

l. Headings and Subheadings.

Descriptive headings used herein shall not affect the construction or interpretation of this Agreement.

30. DISPUTE RESOLUTION.

PLEASE READ THIS SECTION CAREFULLY. The provisions of this Section shall be the sole and exclusive method and procedure to resolve any disputes, unless otherwise noted below:

a. Notice and Negotiation.

The Parties shall first attempt in good faith to resolve any dispute by negotiations between individual representatives who have authority to settle that dispute upon written notice of any dispute. If a dispute arises, that party must provide the other with written notice. Your notice to Company must (1) provide your name, mailing address, e-mail address, and your Pavlov Media account number; (2) describe the dispute; and (3) state the relief you are requesting. Notice to the Customer may be sent to the Customer’s registered e-mail or Property address. Written notices to you will be effective three days following the date deposited in the U.S. Mail addressed to your address as kept in our files. You are responsible for notifying us of any changes in your address. Within ten days after delivery of the notice, individual representatives of both Parties shall meet at a mutually acceptable time and place, including via remote means, and attempt to resolve the dispute. All negotiations pursuant to this clause are confidential and treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and any state’s Rules of Evidence. If we are unable to reach an agreement to resolve the dispute within 30 days after the notice is received, binding arbitration may be requested.

b. Binding Arbitration.

Company and you agree to arbitrate all disputes and claims that arise from or relate to these Terms, except for claims arising from bodily injury. Unless we agree otherwise, the demand for arbitration should be sent in the same manner and method as the Notice of Dispute. Unless otherwise agreed, Arbitration shall occur in Champaign, Illinois. The parties will use their reasonable best efforts to conclude the Arbitration as expeditiously as possible and, if possible, within 90 days following commencement of any Arbitration proceeding. The Arbitration will be before a three-arbitrator panel. Each party will each select one arbitrator and those two arbitrators will select the third arbitrator. The three arbitrators by majority ruling may adopt such procedures as they deem efficient and appropriate for making the determinations submitted to them for adjudication. The parties agree that no court shall have the power to interfere with the proceedings and judgments of the arbitrators other than to enforce the final determination of the arbitrators. No statements by, or communications between, the parties during negotiation or mediation, or both, will be admissible for any purpose in Arbitration. It is the intent of the parties to first allow the arbitrators an opportunity to meet and negotiate a unanimous decision. However, if a unanimous agreement cannot be reached through negotiation, then the decision(s) of a majority of the arbitrators. The powers of the arbitrators are to interpret and apply these Terms. The arbitrators shall have no power to add to, subtract from, or modify these Terms. All decisions of the arbitrators shall be final and binding on the parties with no right to appeal. In addition to any damages, the prevailing party shall be entitled to recover its internal expenses, the arbitrators’ fees and costs, its attorneys’ fees and costs, its expert(s) fees and costs. No interest shall be applied to any arbitration award so long as the award is paid in full within 90 days. Each Party is required to continue to perform its obligations under the Agreement pending the final resolution of any dispute covered by this section.

c. Enforcement.

If the arbitration award is not paid in full within 90 days, the prevailing party shall be entitled to draw interest at the rate of 15% per annum from the date of the arbitration award until satisfied. If a party must enforce the arbitration award in any court having jurisdiction and prevails, the prevailing party shall recover: a) all fees and costs incurred during arbitration; b) reasonable attorneys’ fees and costs incurred since the beginning of the Dispute, including any and all costs and fees incurred during negotiations; c) any and all expert fees incurred since the beginning of the Dispute; d) any and all expenses and costs to enforce the arbitration award, including but not limited to court costs, filing fees, and service fees; and e) interest at the rate of 15% per annum from the date of the arbitration award until satisfied.

d. Class Actions.

All claims will be arbitrated individually and there will be no right or basis for consolidation, class treatment, or claims brought in a representative capacity (such as a private attorney general) of any claim unless previously agreed to in writing by Company. You waive any right to participate as a plaintiff or as a class member in any claim on a class or consolidated basis or in a representative capacity.

e. Intellectual Property Exclusion.

Nothing in the Agreement will prevent company from seeking conservatory, protective, or injunctive relief with respect to a violation of its intellectual property rights in any court of competent jurisdiction pending the outcome of the arbitration, or enforcement or recognition of any award or order in any court of competent jurisdiction.

f. Survivability.

This duty to arbitrate and the provisions in this Section will survive the termination or expiration of this Agreement, the Service Terms, and Policies.

g. Venue.

To the extent any suit is permitted to be filed, the venue for any action arising out of this this Agreement, the Service Terms, or Policies shall be either 1) Champaign County, Illinois, or 2) the Federal District Court for the Central District of Illinois – Urbana Division. Each party hereby consents to the jurisdiction and venue of such courts and waives any right to object to such jurisdiction and venue.

31. Governing Law.

This Agreement, the Service Terms, and Policies shall be governed by and construed and enforced in accordance with the laws of the State of Illinois without regard to conflicts of law principles.

32. Incorporation of Other Agreements or Warranties.

Your Services (such as Internet, Voice, and/or Video) or Equipment may come with separate written Terms and Conditions and warranties that govern their use. Please see those other agreements or warranties for your rights and duties regarding such use, all of which are incorporated into this Agreement.

33. Notices.

Unless instructed otherwise, all notices to Company mentioned in this Agreement, the Service Terms, or the Policies shall be sent to the following address via third-party shipper (such as USPS, UPS, and/or FedEx:

Pavlov Media, Inc.
Attn. Legal Department
601 N. Country Fair Drive
Champaign, Illinois 61821

Unless agreed otherwise, all notices to Customer mentioned in this Agreement, the Service Terms, or the Policies may be sent to the Customer via e-mail, third-party shipper (such as USPS, UPS, and/or FedEx), User Portal, or posting on the Company’s Website.

34. Entire Agreement/Severability.

This Agreement, including the Order Form, the Service Terms, and the Policies (each as they may be amended from time to time) together contain the entire agreement and understanding concerning the Service and Equipment and supersede all prior negotiations, proposed agreements, and all other agreements, whether electronic, written, or oral. In the event that it is determined by a court of competent jurisdiction as a part of a final non-appealable judgment that any provision of the Agreement (or part thereof) is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of the Agreement will remain in full force and effect.

35. Customer Acceptance.

Acceptance of the Residential General Terms and Conditions is hereby indicated by Customer either 1) by signing in the space provided below or 2) by acknowledging and accepting through the online sign-up process.

BY CLICKING “AGREE”, CUSTOMER VERIFIES THEY HAVE THE AUTHORITY, HAVE REVIEWED AND THOROUGHLY UNDERSTOOD, AND AGREE WITH THE TERMS ABOVE.

2. Eligibility

3. Card Issuance

4. Service Cancellation

5. Non-transferable

6. Laws and Regulations

7. Card Issuer’s Terms and Conditions

8. Agreement to Terms

9. Promo Period

10. Substitution

11. Taxes and Fees

12. Waiver

13. Release and Limitations of Liability

14. Term Modifications