THIS USER SERVICES AGREEMENT (“Agreement”) is entered into between Pavlov Media Inc., a Delaware Corporation, with offices at 125 West Church Street, Champaign, Illinois 61820 (“Pavlov Media”), and the individual user (“User”) as of the date indicated by your acceptance of these terms for Pavlov Media to provide certain Internet Access Services (services, equipment, and/or software; hereinafter referred to as “IAS”, and defined below in Section 1.4) to the User’s residential unit (the “Unit”; described below). User’s Unit is part of a larger real estate development (hereinafter referred to as the “Property”) and User understands Pavlov Media is under contract to owner of Property for certain terms and conditions associated with providing the IAS. For the purposes of this Agreement, User’s Unit is defined by the same language and terms contained in User’s lease with the Property including but not limited to a single bed in a student housing property to a multiple-bedroom apartment or condominium. Any references in this Agreement to “computer” or “PC” or “network device” are to be understood to include any model of desktop computer, laptop computer, handheld computing device, game console, router, or any other device capable of accessing or connecting to the Local Area Network (LAN).
The IAS are provided to User under the following terms and conditions (“Terms and Conditions”):
SECTION 1. Services Provided
1.1 Use of IAS. Subject to the compliance by User with all Terms and Conditions of this Agreement, and in exchange for the payment of subscription fees where applicable promptly when due, Pavlov Media will provide IAS to User. IAS includes only those features described in Section 1.4 and as described in Property-specific marketing materials available at the time of enrollment. No other special services are implied or included unless specified in writing by Pavlov Media during the time of enrollment as part of User’s Property-specific service plan (the “Service Plan”). User may subscribe for IAS from Pavlov Media only during the period of their lease at the Property. Pavlov Media reserves the right to, and User understands Pavlov Media will, permanently delete, and/or make inactive, any and all IAS account information, email, contacts, documents, and/or any data stored or used by User associated with IAS within 24 hours of the termination of User’s lease with Property (annually in student housing properties), or termination of IAS by User or Pavlov Media, in accordance with Sections 4.1(b) and 4.1(c), respectively. Additionally, once a User’s IAS account has been terminated in accordance with the Terms and Conditions of this Agreement, Pavlov Media may immediately make available for future use to other Users the Username and Pavlov Media email address(s) previously used by User.
1.2 Use of Pavlov Media Email. If User’s Service Plan includes Pavlov Media email, User shall have the right to store up to and including ten Megabytes (10MB) of email data, per Pavlov Media email address, on the Pavlov Media server(s) (“Free Storage Amount”). The Free Storage Amount is allocated per email address and is not cumulative. User can purchase a maximum of four (4) additional email addresses per IAS account (i.e., maximum total of five (5) email addresses per User; one (1) email address with initial enrollment plus four (4) additional email addresses). User can also purchase additional storage space for each email address in 10MB increments, up to a maximum of 40 additional MB per email account (i.e., maximum of 50MB total; 10MB with initial email address plus four 10MB increments per email address).
1.3 Technical and Administrative Support. During the term of this Agreement Pavlov Media shall provide technical and administrative support via telephone to User during the hours indicated at www.pavlovmedia.com. Pavlov Media reserves the right to adjust and/ or reduce these hours at its sole discretion at any time without prior notice to User. The technical support telephone number is 1-888-472-8568. The technical support provided by Pavlov Media applies strictly and specifically to the products and services provided by Pavlov Media (i.e., the IAS). Pavlov Media is not responsible for the functionality of the User’s PC or the building infrastructure, including, but not limited to, wiring, wall plates, and patch panels that were installed and/or maintained by building owner, and will not provide technical support related solely to User’s PC. Furthermore, User agrees to treat Pavlov Media support personnel with normal courtesy and respect in all interactions and acknowledges that repeated episodes (i.e., more than one) of disrespectful, abusive, argumentative, disruptive or similar behaviors directed towards Pavlov Media support personnel, in the sole discretion and judgment of Pavlov Media, will result in the termination of support services to User. Under these circumstances, if Pavlov Media restricts or terminates support services to User, User acknowledges and agrees that no credits, refunds, or discounts will be provided to User as a result of these actions and all other Terms and Conditions of this Agreement remain in full force and effect.
1.4 Scope of IAS. The term “IAS” as used throughout this Agreement shall include all services and equipment provided by or through Pavlov Media, and as associated to User’s Property-specific Service Plan. Examples of these services (although not necessarily available at all Properties) include Internet access, separately hosted Web space, Pavlov Media email addresses and storage, and technical support. Special services or features, including but not limited to, use of “peer-to-peer” filing sharing services, virtual private networks (VPNs), capability to FTP or game to sites on the Internet, capability to connect in an exclusive manner to other users on the network (i.e., virtual LAN, or VLAN), or obtain additional bandwidth allocation may be available, but are not included in the IAS unless specifically stated in this Agreement or specified in writing as part of the User’s Service Plan during enrollment. IAS are subject to change over time and are only guaranteed to remain unchanged for the current Term (“Term” defined in Section 4.1(a)), or for the duration of a defined period if User has selected an IAS Service Plan that includes a minimum period of enrollment. User acknowledges and agrees that Pavlov Media may change this Agreement, any and all conditions, product names and/or prices, and product offerings of a given Service Plan upon 10 days notification and announcement at the Property. Pavlov Media has no obligation to monitor the LAN. However, User agrees and acknowledges that Pavlov Media, its affiliates, or its contractors, has the right to monitor the LAN electronically and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate its services properly, or to protect itself or its residents
1.5 Limitation of IAS. With respect to any software and documentation provided under this Agreement, such software and documentation are provided to User for use only (I) with the IAS offered by Pavlov Media in conjunction with the distribution of such software and documentation and (ii) in accordance with the Terms and Conditions of this Agreement. No right or license is granted to use the software or documentation with any other Internet access or other network service. User expressly acknowledges that Pavlov Media reserves and shall have the right to discontinue any and all IAS to User at any time, without prior notice or liability, for any conduct which Pavlov Media, in its sole discretion, determines to violate the Agreement or is otherwise harmful to Pavlov Media’s interests or the interest of others. IAS are furnished for User use only and not for resale or commercial purposes.
SECTION 2. User’s Obligations
2.1 User definition. A User is defined as any resident, agent, or third-party that accesses the network at the site. By accessing the network, User agrees to be bound by the Terms and Conditions of this Agreement. User agrees to provide Pavlov Media with accurate and valid identification and contact information during initial registration for the IAS and to take reasonable measures to keep Pavlov Media informed of any changes to these data.
2.2 Software and Hardware. User shall, at his/her sole cost and expense, procure and maintain the hardware, software, and cabling and ancillary components for User’s PC (or PCs) and related equipment (“User’s PCs”) so that User’s PCs are compatible with the Local Area Network (the “LAN”), which Pavlov Media operates, and so that User’s PCs are compatible with the IAS. In addition, User shall be solely responsible for maintaining the security of the User’s PC(s), security settings and tools, username, password, files, network and user access, and any information User might disseminate through Pavlov Media’s IAS or other Internet services, and for all use of IAS by User, with or without User’s knowledge or consent. User recognizes and agrees that Pavlov Media, and Pavlov Media’s representatives, will not troubleshoot or install software or hardware applications on User’s PC. User further acknowledges that the use of a PC on a LAN or to access the Internet carries inherent and fundamental risks, including but not limited to unintentional file-sharing and/or, access to User’s personal and financial information stored on the User’s PC, or exposure to offensive, unedited, violent, or sexually-explicit materials. User acknowledges and agrees that it is the sole responsibility of the User to manage these risks and Pavlov Media has no responsibility to manage these risks on User’s behalf as part of the IAS. User also acknowledges that any confidential information transmitted or made available to others via the IAS is strictly the responsibility of the User. User shall install, operate, and frequently update, anti-virus software and critical Operating System updates on User’s PC. If, for any reason, as a result of disruption by the User’s PC on the LAN Pavlov Media’s ability to provide the IAS to User or others at the Property is adversely affected, User may be immediately disconnected from the IAS until such time as User demonstrates to Pavlov Media’s satisfaction that User’s PC will no longer provide a disruption. This may include requiring proof that User’s PC is free of viruses or other detrimental elements.
2.3 Use and Conduct. User agrees to use the IAS in strict compliance with the Terms and Conditions set forth in this Agreement. User acknowledges that failure to comply strictly with the Terms and Conditions shall give rise to the right of Pavlov Media to unilaterally suspend or terminate User’s connection with the IAS, pursuant to the provisions of Section 4 below. In addition, User expressly consents to Pavlov Media’s right to download Web sites (property-specific or otherwise) onto User’s PC’s in utilization of the IAS.
2.4 User Representations and Warranties. User represents, warrants, covenants and agrees that he/she will not engage in any of the types of conduct listed below, or allow any content on User’s PC (“Content”; as described below) to be used in violation of the following types of conduct, in conjunction with the utilization of the IAS. Content shall include information made available, displayed or transmitted in connection with Pavlov Media or the IAS, including all trademarks, service marks and domain names contained therein, as well as the contents of any bulletin boards or chat forms, and, all updates, upgrades, modifications, and other versions of the foregoing. Violations of the following may result in termination or suspension of the IAS in accordance with Section 4.1(c) below:
2.5 Additional Affirmative Representations and Warranties. User also represents, warrants, covenants, and agrees that he/she will do the following in utilizing the IAS or in utilizing any content on User’s PC:
2.6 Indemnification. User agrees to defend (by counsel acceptable to Pavlov Media), indemnify and hold harmless Pavlov Media and its affiliated companies, its officers, directors, employees, shareholders, contractors, licensees and independent content providers from all liabilities, claims and expenses, including attorneys’ fees, arising from breach, by User, of the Agreement or from use of, or in connection with, the transmission by or through the IAS of any Content, including any breach of User’s security on the IAS, other than those caused by the gross negligence or willful misconduct of Pavlov Media, or its employees. Nothing in this Agreement shall interfere with the right of Pavlov Media to retain independent counsel with respect to any such claims or proceedings, at the sole expense of Pavlov Media, and in said event, the obligations of User shall not be amended or changed thereby, but shall continue as herein above provided.
SECTION 3. Payment of Costs and Fees
3.1 Payment of fees. User acknowledges and understands that Pavlov Media will charge various fees to User’s credit card (when applicable) in accordance with the IAS (i.e., Service Plans) selected by User, and it is User’s responsibility to monitor those charges as being consistent with the IAS services they have selected. Pavlov Media expects, and User agrees, that User will review each monthly charge for accuracy and failure to review those charges or statements by User in a timely manner does not constitute a basis for refunds or credits after the fact. Charges to User’s credit card dated 65 days or older (from date of contact to Pavlov Media) will not be considered by Pavlov Media for refunds or credits.
User agrees to allow Pavlov Media to charge User’s credit card the following amounts:
This hourly charge may increase at any time without prior warning to User at the sole discretion of Pavlov Media, and may charged independently and in conjunction with other charges set forth in this Agreement.
SECTION 4. Termination
4.1 Term and Termination for Breach
SECTION 5. Pavlov Media’s Liability
5.1 Limited Warranty. Pavlov Media or its subcontractors shall perform all work for User under this Agreement in a good and workmanlike manner, in accordance with manufacturers and/or suppliers standards and specifications, both respecting materials to be used and manner of installation. User expressly agrees and acknowledges that use of the IAS is at User’s sole risk, and is provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind, either expressed or implied. If User purchases or is provided with equipment from Pavlov Media, Pavlov Media does not provide separate warranty(s), guarantees, or support for such equipment beyond those provided by, and passed through by Pavlov Media, the original equipment manufacturer.
5.2 Disclaimer of Other Warranties. TO THE EXTENT PERMITTED BY LAW, PAVLOV MEDIA DISCLAIMS ALL OTHER WARRANTIES ON THE IAS, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. PAVLOV MEDIA, ITS EMPLOYEES, OFFICERS, SHAREHOLDERS, INVESTORS, AGENTS, SUPPLIERS, VENDORS AND DISTRIBUTORS MAKE NO OTHER WARRANTY OF ANY KIND, EITHER EXPRESSEDOR IMPLIED, REGARDING THE QUALITY, ACCURACY, OR VALIDITY OF THE DATA AND/OR INFORMATION AVAILABLE THROUGH THE IAS OR RESIDING ON OR PASSING THROUGH ITS INTERCONNECTING NETWORKS, OR THAT PAVLOV MEDIA’S IAS WILL BE UNINTERRUPTED OR ERROR FREE. THE DURATION OF ANY STATUTORILY REQUIRED WARRANTY PERIOD SHALL BE LIMITED TO THE TERM OF THE LIMITED WARRANTY. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, DEPENDING UPON WHERE YOU LIVE. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.
5.3 Exclusive Remedy. USER’S EXCLUSIVE REMEDY FOR BREACH OF THIS AGREEMENT BY PAVLOV MEDIA, SHALL BE, AT PAVLOV MEDIA’S OPTION, EITHER (A) THE REPAIR OR REPLACEMENT OF THE IAS PRODUCT THAT DOES NOT MEET PAVLOV MEDIA’S LIMITED WARRANTY; OR (B) A REFUND OF THE SUBSCRIPTION FEES USER HAS PAID PAVLOV MEDIA UNDER THIS AGREEMENT OVER THE LAST TWELVE (12) MONTHS
5.4 Disclaimer of Consequential Damages. UNDER NO CIRCUMSTANCES SHALL PAVLOV MEDIA BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER ARISING OUT OF THE USE OF THE IAS, ADVICE OF PAVLOV MEDIA STAFF, OR INABILITY TO USE THE IAS INCLUDING WITHOUT LIMITATION, COMPUTER FAILURE, WORK STOPPAGE OR ANY OTHER DAMAGES, EVEN IF PAVLOV MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
5.5 Limitation On Liability. PAVLOV MEDIA’S LIABILITY SHALL IN NO EVENT EXCEED THE LESSER OF FIVE HUNDRED DOLLARS ($500.00) OR THE LAST TWELVE (12) MONTHS OF SUBSCRIPTION FEES PAID BY USER TO PAVLOV MEDIA HEREUNDER.
SECTION 6. Governing Law and Dispute Resolution
6.1 Arbitration. The parties agree to submit any dispute arising out of or in connection with this Agreement to binding arbitration in Champaign, Illinois, before the American Arbitration Association pursuant to the provisions of this Section 6.1, and, to the extent not inconsistent with this Section 6.1, the rules of the American Arbitration Association. The parties agree that such arbitration will be in lieu of either party’s rights to assert any claim, demand or suit in any court action, (provided that either party may elect either binding arbitration or a court action with respect to obtaining injunctive relief to terminate the violation by the other party of such party’s proprietary rights, including without limitation any trade secrets, copyrights or trademarks). Any arbitration shall be final and binding and the arbitrator’s order will be enforceable in any court of competent jurisdiction.
6.2 Governing Law; Venue. The validity, construction, and performance of this Agreement shall be governed by the laws of the State of Illinois, including its conflict of law principles, and all claims and/or lawsuits in connection with this agreement must be brought in Champaign County, State of Illinois.
SECTION 7. Miscellaneous Provisions
7.1 Force Majeure. Neither party shall be held responsible for damages caused by any delay, default, or interruption in IAS due to any contingency beyond its control preventing or interfering with performance hereunder.
7.2 Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right.
7.3 Severability. If any provision shall be invalid or unenforceable, the remaining provisions shall not be affected thereby, and every provision hereof shall be valid and enforceable to the fullest extent permitted by law.
7.4 Assignment. This Agreement may not be assigned by User without the prior written consent of Pavlov Media. Pavlov Media may assign this Agreement without the consent the User, without notification.
7.5 Entire Agreement. This Agreement is the entire agreement between the parties with respect to the IAS. Nothing may be amended except by an agreement in writing signed by the parties hereto or their respective successors in interest. The rights and obligations of User shall be governed by and construed in accordance with the laws of the State of Illinois.
7.6 User Information. User acknowledges and understands that Pavlov Media may from time to time share User information with the Property Owner, Property Management staff, or their authorized agents to aid them in their communication with residents of the property. The information shared under these circumstances will be limited to those data obtained by Pavlov Media in the normal course of User enrollment and/or account maintenance and updates. Additionally, User acknowledges and understands that Pavlov Media will share User information with any and all legal authorities, if requested, in accordance with federal, state or local laws.
7.7 Third Party Beneficiary. Pavlov Media has entered into an agreement with the owner of the Property (“Owner”), whereby Pavlov Media provides services to User using equipment and/or facilities owned by Owner. Owner is not an Internet Service Provider (ISP). However, if Owner is ever deemed to be an Internet Service Provider, Owner may enforce the benefits of this Agreement as a third party beneficiary, but Owner is not responsible for any of the obligations under this Agreement.
Acceptance of the Terms and Conditions presented in this Agreement is hereby indicated by User either 1) by signing in the space provided below or 2) by acknowledging and accepting through the online sign-up process.