General Terms and Conditions Business to Business (B2B)

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

https://www.pavlovmedia.com/general-terms-and-conditions

1.  Definitions:

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

2. Representations and Warranties of User: User represents, warrants and agrees that:

1. A User will comply with this Agreement and accept all responsibility and liability for their
2. User has full power and authority to enter into this Agreement and to meet the terms and conditions of the Contract, to grant the licenses provided in this agreement, and the person signing the Contract on behalf of a Client is authorized to bind a
3. User is under no obligation, contractual or otherwise, to grant, and has not granted, to any third party the right to provide the services at the Property or any other rights that would prevent User from performing its obligations under this
4. User is responsible for providing Company all contact information as required.
5. User agrees that User is purchasing the products and services for User’s internal use only, with the approved exception of allowing selected end users to utilize their User understands that it is barred and shall not resell, transfer or make any changes to the products or services without advance written permission of Company for any other use than the utilization of selected users which is hereby approved. User may not attempt any technological measures to utilize or control access to the service.
6. 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 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.
7. 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
8. 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
9. Access Client grants Company and its representatives, subcontractors, agents and employees, a nonexclusive temporary license during the term of the Agreement to enter necessary portions of the Property (subject to the terms of applicable leases and other covenants, conditions, restrictions, and existing and future encumbrances of record validly affecting title to the Property) during reasonable hours upon prior notice and consent from Client for the sole purpose of installing, operating, maintaining, repairing, installing and removing any agreed upon element of the Property Network and the Circuit  (internet access delivered to the property via fiber/conduit in the public right of way to the Point of Entry (PoE) onto the private property and delivered underground to the line of demarcation at building entry) (Right of Entry). Client has the right to require Client’s personnel to be present when Company accesses the Property For purposes of this paragraph, “during reasonable hours” means Monday through Sunday, from 8:30 am to 5:00 pm.  Furthermore, Client agrees that as tenant it has authorized agent status to install and purchase telecommunication services.
10. Client grants Company and its agents an exclusive license to install, attach, and maintain all necessary facilities to perform the services, hardware, and
11. 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

3.  Representation and Warranties of Company:

1. 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 pavlovmedia.com. Company reserves the right to adjust and/ or reduce these hours at its sole discretion at any time without prior notice to Client. The technical support provided by Company applies strictly and specifically to the products and services provided by Company. If Client requests for technical support 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.

1. Bandwdith:

1. Priority Classification: Company will classify Service Disruptions (as defined below) as follows:

1. Network Maintenance: Customer understands that from time to time, Company will perform routine network maintenance for network improvements and preventative maintenance, and in some cases, Company will have to perform urgent network maintenance, which will usually also be conducted within the routine maintenance Company will use reasonable efforts to provide advance notice of the approximate time, duration, and reason for the routine maintenance and if commercially practicable, will provide notice of urgent maintenance. In no event shall any routine or urgent network maintenance be calculated against the foregoing outage measurements. Maintenance Windows: Routine maintenance is typically performed during the following maintenance windows: Monday — Sunday 12 am –6 am, Local Time.

1. Service Disruption of Network Availability: A “Service Disruption” is defined as a disruption or degradation that interferes with the ability of a Company network hub to

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

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

99. Network Availability Goal: Although Company’s Network Availability will be 7%, Company’s monthly Network Availability Goal is 99.97%. The following table contains examples of the percentage of Network Availability translated into minutes of up time and downtime for the 99.97% Network Availability Target..

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

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

1. Packet Loss: Packet Loss is defined as the average number of packets that are more successfully Packet Loss is the average ratio of total packets that are sent compared to those that are received. Ratios are based on packets that are transmitted from a network origination point and received at a network destination point (network edge to network edge).
   1. Packet Loss is calculated as follows: : Packet Loss (%) = 100 (%) – Packet Delivery (%).

1. Mean Time To Restore (“MTTR”): The Mean Time To Restore (“MTTR”) measurement for a Service is the cumulative length of times it takes to restore service for Priority 1 Outage for a specific connection in a calendar month divided by the corresponding number of trouble tickets for Priority 1 Outages opened during the calendar month for that
   1. Company calculates MTTR per calendar month as follows:Cumulative length of response time to Priority 1 Outage(s) per connection.

2.    Total number of Priority 1 Outage trouble tickets per connection.

4. Use of Services:

1. Legal Compliance: Client represents that all users will use the services, software, and hardware in a manner consistent with all applicable Any action or deviation from applicable law, or in Company’s determination compromises or threatens the security of Company’s business, its vendors, its other customers or the services, software, and hardware, whether directly or indirectly, is strictly prohibited and permits Company to suspend or terminate the services without prior notice, at the sole discretion of Company. 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.
2. Unauthorized Use: Company’s services, software, and hardware are designed for normal commercial or residential use and are not intended for usage by organizations such as call centers, fax messaging services, telemarketing firms, or resellers or for use without live dialog, such as use by transcription services, intercom or monitoring services, 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:
   1. Resale to others, except as expressly provided for in this agreement
   2. Auto dialing or fax/voice blasts
   3. Without live dialog, including use as a monitor or for transcription purposes
   4. Continuous or extensive call forwarding
   5. Continuous connectivity
   6. Constant dialing
   7. Iterative dialing
   8. Fax broadcast
   9. Fax blasting
   10. Telemarketing practices that are in violation of any law or regulation; and any other activity that would be inconsistent with small business or residential
   11. Customer 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

5.  Voice Services:

1. Caller name identification (Caller ID) is based on availability of such service from Company’s underlying 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.

1. 911 Notices, Terms and Conditions, and User Advisory [See sample E911 Advisory at end of this document.]

1. Company Voice services (“Voice”) may have the E911 limitations specified as
   1. In order for 911 calls to be properly directed to emergency services, Company must have the correct service address for the caller, including applicable room, floor, or suite If equipment is moved to a different location without Company’s approval, 911 calls may be directed to the wrong emergency authority, may transmit the wrong address, and/or may fail altogether. Different equipment may employ different methods of updating address as described in documentation for that equipment; however, all equipment may update the service address by calling 217-353-3026 or emailing phone_techs@pavlovmedia.com. Please note that it may take several days to update a Customer service address in the E911 System.
   2. Voice uses electrical power in the Customer’s If there is an electrical power outage, 911 calling may be interrupted.
   3. 911 calls may not be completed if there is a problem with network facilities, including network congestion, network/equipment/power failure, or another technical
2. iFederal Communications Commission regulations require that end user subscribers, such as tenants and employees, be advised “prominently and in plain language, of the circumstances under which E911 service may not be available through the service or may be in some way limited by comparison to traditional E911 ” 47 CFR § 9.11(a)(5)(i); 47 CFR § 9.11(b)(5)(i). Thus, as a condition of its services, Company requires that the Voice Customer:

1.    Provide to all tenants and/or employees the attached E911 User Advisory at the beginning of their tenancy or employment and annually thereafter; and

2. Require all tenants and/or employees to review and sign the E911 User Advisory at the beginning of their tenancy or employment and annually thereafter; and
3. Maintain on record all signed E911 User Advisories received from your employees and/or

• Federal Communications Commission regulations require that a multi-line telephone system send a 911 notification to a central location at the facility where the system is installed or to another person or This notification must be sent to a location where someone is likely to see or hear it. 47 CFR § 9.16(b)(2). Thus, as a condition of its services, Company requires that the Voice Customer:

1.    Prepare and return to Company the attached Kari’s Law Certification. [Certification link is: Get form posted on web site and provide url.

1. E911 Compliance. Any failure by Customer to comply with these E911 terms and conditions will be considered a material breach of this contract justifying Furthermore, Customer agrees to indemnify Company as follows for any failure to comply with these terms: Customer shall be responsible for and shall defend, indemnify, and hold harmless Company and its 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 failure to comply with the terms required by the E911 Notices, Limitations, and User Advisory.

6. Payment Options: All fees as noted on foregoing contract will be paid within thirty (30) days of receipt of The non-recurring charges (NRC) and/or monthly recurring charges (MRC) do not include taxes, fees or other surcharges. Any tariffs or other governmentally imposed charges will be added to invoices. Company agrees to notify Customer of any newly enacted, fees, taxes, tariffs or other surcharges within thirty (3) days of Company receiving the notice of pending imposition. The MRC noted on the foregoing contract shall remain in effect throughout the term of the contract commitment.

7. Term and Termination: These terms and conditions will remain in effect, unless modified by Amendment and mutual agreement, throughout the term as described in the foregoing Once the initial term has expired, this Agreement automatically renews on a month-to-month basis at the current market rate, unless either party provides ninety (90) day notice of its intention to terminate the agreement at the end of the then current term.

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1. Termination for Default. Any breach of service level commitments shall constitute a material breach by Any breach of financial obligations as noted on the foregoing Contract shall constitute a material breach by Customer. Should either party claim a material breach, a twenty (20) day cure period will be allowed for remedy to the alleged breach. A breach of financial obligations by Customer may result in payment of all remaining monthly fees, plus court costs, if applicable. If Company defaults and is unable to provide a cure during the 20-day period Customer may terminate the Agreement without any penalty and without any further payments to Company.
2. Termination for Convenience. Sixty (60) days’ notice is required from Client for termination for Should that occur, Client agrees to pay 50% of the remaining monthly charges on the then current term.

8. Renting/Leasing/Purchase Equipment. Leasing and/or purchase Term and

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

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

10. Confidentiality. This Confidentiality portion of this Agreement is in addition to other terms and conditions set forth in any and all contracts currently existing or hereafter created between Client and This agreement shall under no circumstances be deemed to alter any such contract except as specifically provided below.

1. Both parties acknowledge that in the course of providing services, software, and hardware, they each may learn from the other certain non-public personal and otherwise confidential information relating to each party’s business, including customers, consumers or Both parties shall regard any and all information it receives, which in any way relates or pertains to each respective business, including its customers, consumers or employees as confidential. Both parties agree that such confidential information remains the property of the originating party.
2. 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
3. This provision shall survive termination of this Agreement and any other agreements between Client and

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

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

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

14. Indemnification. 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 emergency access system of any content, including any breach of user’s security on the emergency access system, other than those caused by the gross negligence or willful misconduct of company, or its employees; and (e) client’s breach of any provision of client’s agreement with

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

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

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

18. Independent Contractors. This Agreement does not create any agency, partnership, joint venture, or franchise relationship. Neither party has the right or authority to, and shall

not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.

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

20. Retention of Nothing contained in this Agreement shall be construed to limit Company’s rights and remedies available at law or in equity. Upon termination of this Agreement for any reason, Company and its suppliers reserve the right to delete all Client’s data, files, electronic messages or other Customer information that is stored on Company’s or its suppliers’ servers or systems. In addition, Client may forfeit its account’s 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.

Customer acknowledges that by signing up for services all terms and conditions noted above, plus the E911 Terms and Conditions have been agreed to and understood.