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 https://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
- 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.
- 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
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.
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.
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.
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.
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.
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.