Master Terms and Conditions

1. Company Scope

NVision Source Technologies provides commercial, institutional, educational, worship, public-sector, nonprofit, and business technology products and services. Services may include:

• Commercial audiovisual system design and integration
• Audio, video, lighting, staging, and live-event production
• Video conferencing and collaboration systems
• Commercial displays, projection, digital signage, and control systems
• Audio systems, microphones, speakers, amplifiers, and digital signal processing
• Live streaming, recording, and hybrid-event technology
• Network, Wi-Fi, structured-cabling, and technology-infrastructure services
• Surveillance, monitoring, and related low-voltage systems where legally authorized
• Equipment installation, configuration, commissioning, programming, testing, and training
• Technology consulting, assessments, system design, documentation, and project management
• Equipment repair, diagnostics, restoration, and maintenance
• Managed technology and support services
• Product procurement, delivery, staging, and logistics
• Professional technology training and workforce-development programs
• Other services identified in an approved proposal, estimate, invoice, or statement of work

NVision primarily provides commercial and institutional services. Unless expressly agreed in writing, NVision does not provide residential consumer services.

2. Authority to Accept Terms

You represent that:

1. You are at least eighteen years old;
2. You possess the legal authority to enter into a binding agreement;
3. When acting for a company, school, church, government entity, nonprofit, or other organization, you are authorized to bind that organization; and
4. Information you provide to NVision is accurate and complete.

The individual approving a proposal, requesting work, signing a document, issuing a purchase order, or authorizing site access represents that they possess the authority required to do so.

3. Proposals, Estimates, and Quotations

Unless otherwise stated:

1. Proposals and quotations remain valid for twenty-one calendar days from their issue date.
2. Estimates are based on information available when prepared and may change after site inspection, engineering review, product selection, concealed-condition discovery, manufacturer changes, or changes in project scope.
3. Product pricing, freight, tariffs, duties, taxes, licensing costs, subscription costs, and availability may change before NVision receives an approved proposal and required payment.
4. A proposal is not binding until accepted by NVision and accompanied by any required deposit, purchase order, or payment.
5. NVision may correct typographical, mathematical, product, or pricing errors before fulfillment.
6. Conceptual drawings, preliminary designs, budgets, and estimates are not final construction documents unless specifically identified as such.
7. Verbal discussions do not modify a written proposal, invoice, or statement of work.
8. Any product or service not specifically listed is excluded.

NVision may withdraw or revise a proposal before acceptance.

4. Orders, Deposits, and Payment

Payment requirements will be identified in the applicable proposal, invoice, estimate, enrollment agreement, service agreement, or purchase order.

Unless otherwise stated in writing:

1. Deposits are required before equipment is ordered, engineering begins, labor is reserved, or course access is provided.
2. Deposits and advance payments become nonrefundable to the extent they are used for equipment, licensing, freight, engineering, programming, administrative work, reserved labor, subcontractors, custom materials, or other committed project costs.
3. Special-order, custom-configured, programmed, fabricated, licensed, activated, downloaded, opened, installed, or discontinued products are noncancelable and nonreturnable.
4. Client-requested delays do not extend payment deadlines.
5. Payment is not contingent on the Client receiving payment from a third party.
6. Purchase-order processing requirements do not supersede agreed payment terms unless NVision expressly accepts the change in writing.
7. NVision does not accept retainage unless specifically agreed in a signed contract.
8. NVision may require full payment before releasing equipment, software credentials, programming files, final documentation, certificates, or other deliverables.
9. All amounts are stated in U.S. dollars.
10. Client is responsible for applicable sales, use, excise, permit, inspection, shipping, delivery, freight, customs, tariff, and similar charges unless a valid exemption applies.

Invoices not disputed in writing within ten calendar days are deemed accepted, except where prohibited by law.

Past-due balances may be subject to:

• A late charge of the lesser of 1.5% per month or the maximum amount permitted by law;
• Reasonable collection costs;
• Court costs;
• Attorneys' fees where permitted;
• Suspension of support, access, warranty service, subscription service, course access, or project performance; and
• Rescheduling charges.

NVision may apply payments to the oldest outstanding balance first.

5. Credit-Card and Electronic Payments

By providing payment information, you authorize NVision and its payment processors to charge the approved amount and any properly disclosed recurring charges.

You agree not to initiate a chargeback for an authorized transaction without first providing NVision written notice and a reasonable opportunity to investigate and resolve the matter.

Improper or fraudulent chargebacks may result in account suspension, collection activity, and recovery of allowable costs.

NVision does not directly store complete payment-card information when payments are processed by a third-party payment provider.

6. Tax-Exempt Clients

Tax-exempt clients must provide valid exemption documentation before invoicing or product ordering. NVision is not responsible for taxes charged because documentation was missing, incomplete, expired, or provided after the transaction.

The Client remains responsible for any tax, interest, assessment, or penalty imposed because the Client was not legally eligible for the claimed exemption.

7. Product Availability and Substitutions

Product availability is not guaranteed until confirmed by the manufacturer, distributor, or supplier.

NVision may recommend a functionally appropriate product change when:

• A specified product is discontinued;
• Supply-chain availability changes;
• Delivery delays threaten the project schedule;
• Manufacturer specifications change;
• A compatibility issue is discovered; or
• A different product is reasonably required to complete the intended system.

No material substitution will be made without Client approval when approval is reasonably practical. Approved substitutions may affect price, lead time, appearance, features, programming, and performance.

Manufacturer product photographs, renderings, colors, dimensions, and specifications are approximate and may change without notice.

8. Shipping, Delivery, Title, and Risk of Loss

Shipping and delivery dates are estimates and are not guaranteed.

NVision is not liable for delays caused by manufacturers, distributors, carriers, weather, labor interruptions, government action, customs, tariffs, shortages, disasters, or other events outside NVision's reasonable control.

Risk of loss transfers to the Client upon:

1. Delivery to the Client or Client-designated location;
2. Placement into Client-controlled storage;
3. Client acceptance;
4. Tender to a carrier when shipment is arranged on the Client's behalf; or
5. Client's refusal or inability to accept scheduled delivery.

To the extent permitted by law, title to products remains with NVision until all amounts associated with those products and the related project are paid in full.

The Client must inspect delivered products promptly and report visible shipping damage, missing items, or quantity discrepancies within two business days.

9. Returns and Restocking

No return is permitted without prior written authorization from NVision.

Approved returns must:

• Be requested within the time stated by NVision;
• Be unused and in resalable condition;
• Include original packaging, accessories, documentation, and serial-number labels;
• Comply with manufacturer or distributor requirements; and
• Be returned at the Client's expense unless NVision agrees otherwise.

Approved returns may be subject to restocking, shipping, handling, inspection, repackaging, and manufacturer charges.

The following are generally nonreturnable:

• Special-order products
• Custom products
• Fabricated materials
• Cut cable
• Activated licenses
• Downloaded software
• Subscription services
• Opened consumables
• Installed products
• Programmed or configured products
• Products damaged after delivery
• Clearance or discontinued products
• Products whose return period has expired

10. Project Scheduling

Project and service dates are estimates until confirmed in writing.

Scheduling depends on:

• Receipt of required payment and documentation;
• Equipment availability;
• Site readiness;
• Building access;
• Approved drawings and selections;
• Availability of Client personnel;
• Completion of electrical, construction, network, and related work;
• Permits and inspections; and
• Safety and environmental conditions.

NVision may reschedule work when a site is not ready, access is unavailable, conditions are unsafe, payment is overdue, required information is missing, or work by others is incomplete.

Client-caused postponements, cancellations, remobilizations, return trips, storage, overtime, expedited shipping, and schedule changes may result in additional charges.

11. Client Responsibilities

The Client must:

1. Provide safe, lawful, and timely access to the worksite;
2. Identify authorized decision-makers and points of contact;
3. Provide accurate plans, measurements, system information, passwords, network requirements, and project requirements;
4. Disclose known hazards, asbestos, lead, mold, structural concerns, water intrusion, electrical defects, security restrictions, and other relevant conditions;
5. Ensure that walls, ceilings, structures, pathways, electrical systems, grounding, HVAC, network services, internet connections, and other supporting infrastructure are suitable;
6. Obtain property-owner, landlord, facility, IT, security, and organizational approvals;
7. Remove or protect furniture, valuables, artwork, confidential information, and sensitive items;
8. Back up data and configuration information before service begins;
9. Maintain appropriate insurance for its property, operations, events, employees, guests, and facilities;
10. Follow manufacturer instructions and NVision operating guidance;
11. Prevent unauthorized persons from accessing equipment or active work areas;
12. Provide lifts, scaffolding, power, parking, loading access, escorts, badges, or other items when identified as Client responsibilities; and
13. Promptly report defects, damage, errors, service interruptions, or safety concerns.

NVision is not responsible for delays, defects, costs, or damage caused by inaccurate information, concealed conditions, insufficient infrastructure, or failure to satisfy these responsibilities.

12. Site Conditions and Concealed Conditions

Pricing assumes reasonably accessible and ordinary site conditions unless otherwise stated.

Additional charges may apply for:

• Concealed structural, electrical, network, environmental, or construction conditions;
• Inaccessible pathways;
• Blocked conduit;
• Unidentified utilities;
• Hazardous materials;
• Work above ceilings containing unknown hazards;
• Unplanned firestopping;
• Core drilling;
• Concrete, masonry, steel, historic, or specialty surfaces;
• After-hours work;
• Restricted-access facilities;
• Required escorts or security;
• Changes required by inspectors or authorities;
• Correction of preexisting deficiencies; or
• Conditions that could not reasonably have been identified before work began.

NVision may stop work if unsafe, illegal, hazardous, or materially different conditions are discovered.

13. Change Orders and Additional Work

Changes to scope, design, schedule, quantities, locations, products, programming, functionality, training, or site conditions require a written change order or other written authorization.

Electronic approval, including email, portal approval, text message from an authorized representative, or approval through a project-management system, may constitute written authorization.

Additional work may be billed at NVision's prevailing rates when it is:

• Requested by the Client;
• Required because of Client changes;
• Required by concealed conditions;
• Necessary to correct work performed by others;
• Caused by inaccurate Client information;
• Required to restore modified or damaged systems; or
• Outside the approved scope.

Failure to execute a formal change order does not make authorized or necessary additional work free.

14. Work by Others

NVision is not responsible for the work, products, delays, errors, code compliance, or performance of:

• Electricians
• General contractors
• Architects
• Engineers retained by others
• Internet providers
• Network administrators
• IT departments
• Security contractors
• Furniture providers
• Millworkers
• Ceiling contractors
• Structural contractors
• Manufacturers
• Distributors
• Carriers
• Client employees
• Third-party programmers
• Other vendors

NVision may rely on information and work supplied by others without independently verifying every detail.

Changes made by others after NVision's testing or commissioning may void applicable workmanship coverage.

15. Electrical, Structural, Code, and Permit Matters

NVision will perform work within the scope of its applicable licenses and qualifications.

Unless expressly included, the Client is responsible for:

• Electrical circuits and receptacles;
• Structural engineering;
• Architectural drawings;
• Building permits;
• Electrical permits;
• Fire-alarm modifications;
• Sprinkler relocation;
• Hazardous-material testing;
• Asbestos or lead remediation;
• Painting, patching, and finish repair;
• Roof penetrations;
• Internet service;
• Enterprise network configuration; and
• Work requiring a trade outside NVision's contracted scope.

NVision does not guarantee that preexisting systems or work by others comply with current codes or standards.

16. Technology Compatibility and Third-Party Services

Technology systems depend on products, software, firmware, networks, internet services, cloud services, operating systems, cybersecurity settings, user accounts, licenses, and third-party platforms.

NVision does not control and is not responsible for:

• Manufacturer changes or discontinued features;
• Third-party software updates;
• Cloud-service outages;
• Internet failure;
• Platform policy changes;
• Subscription price changes;
• Account suspension by third parties;
• Unsupported operating systems;
• Client network restrictions;
• Cyberattacks;
• Credential compromise;
• Changes made by Client personnel or other vendors;
• Interoperability changes occurring after installation; or
• Loss of functionality caused by future updates.

Unless expressly included in a managed-service agreement, ongoing updates, subscription renewals, license administration, cybersecurity monitoring, backups, and compatibility maintenance are the Client's responsibility.

17. Networking and Cybersecurity

No network, wireless, cloud, surveillance, access-control, streaming, or technology system can be guaranteed to be continuously available, completely secure, or immune from unauthorized access.

The Client remains responsible for:

• Password policies;
• Multifactor authentication;
• User-account administration;
• Data governance;
• Security policies;
• Regulatory compliance;
• Backups;
• Cyber-insurance;
• Endpoint protection;
• Firewall policies;
• Software updates; and
• Responding to cybersecurity incidents.

NVision may recommend security practices, but such recommendations do not constitute a guarantee against loss, breach, interception, intrusion, or attack.

Unless expressly contracted, NVision is not acting as the Client's cybersecurity officer, compliance officer, data-protection officer, managed security provider, or legal adviser.

18. Surveillance, Recording, and Privacy

The Client is solely responsible for the lawful placement and use of cameras, microphones, recording systems, analytics, access systems, monitoring tools, facial-recognition tools, and related technology.

The Client must obtain all required notices, consents, authorizations, permits, policies, and signage.

NVision does not determine whether surveillance or recording is lawful in a particular location. The Client must consult qualified legal counsel regarding privacy, employment, education, healthcare, public-records, wiretap, biometric, and surveillance laws.

NVision is not responsible for unauthorized recording, unlawful monitoring, misuse of recordings, failure to retain recordings, or disclosure of captured information after the system is transferred to the Client.

19. Live Events and Production Services

Live events involve conditions that may change without notice. NVision does not guarantee uninterrupted event performance.

The Client is responsible for:

• Event permits;
• Venue approval;
• Crowd management;
• Security;
• Talent and performance rights;
• Music and content licensing;
• Weather decisions;
• Emergency planning;
• Stage and structural safety;
• Adequate electrical power;
• Internet service;
• Accessibility;
• Audience behavior; and
• Insurance appropriate for the event.

NVision may stop, delay, or modify services when weather, electrical, structural, crowd, security, venue, or other conditions present a safety risk.

NVision is not liable for event interruption caused by venue systems, internet outages, utility failures, performer delay, Client-provided content, third-party platforms, weather, emergency conditions, or circumstances beyond NVision's reasonable control.

Unless expressly included, no backup generator, redundant internet, redundant streaming platform, backup recording, or spare equipment is included.

20. Content, Streaming, and Intellectual-Property Rights

The Client represents that it owns or possesses all rights necessary to display, record, transmit, reproduce, stream, publish, or distribute content provided for a project or event.

The Client is responsible for music licenses, performance rights, image releases, speaker permissions, trademarks, copyrighted media, presentation materials, and streaming permissions.

The Client will defend and indemnify NVision from claims arising from Client-provided content or instructions, except to the extent caused by NVision's willful misconduct.

NVision may refuse to display, transmit, host, or reproduce unlawful, infringing, defamatory, harmful, or unauthorized content.

21. Repair, Diagnostic, and Restoration Services

Diagnostic and repair services are subject to the following:

1. Diagnostic or bench fees compensate NVision for inspection, testing, disassembly, research, and assessment and are generally nonrefundable.
2. A diagnostic fee does not guarantee that equipment can be repaired.
3. Estimates may change after disassembly or additional testing.
4. Older, damaged, modified, contaminated, corroded, obsolete, or previously repaired equipment may contain multiple defects.
5. Repairing one defect does not guarantee that unrelated components will not fail.
6. Replacement parts may be new, used, refurbished, remanufactured, manufacturer-authorized, or functionally equivalent, as disclosed or reasonably required.
7. Cosmetic matching may not be possible.
8. NVision is not responsible for preexisting damage, data loss, hidden defects, unavailable parts, obsolete software, or manufacturer restrictions.
9. Client should remove storage media, accessories, and personal information unless required for testing.
10. Equipment must be collected and paid for within thirty days after completion notice unless another period is stated.
11. Storage fees may apply after thirty days.
12. Equipment remaining more than ninety days after written notice may be treated as abandoned to the extent permitted by law.
13. NVision may retain possession of repaired equipment until all charges are paid.
14. Shipping repaired equipment is at the Client's risk unless otherwise agreed.

NVision does not guarantee that repaired equipment will perform like new or remain compatible with modern systems.

22. Client-Provided and Third-Party Equipment

NVision may decline to install, program, connect, support, or warrant equipment it did not sell, approve, or specify.

When NVision agrees to work with Client-provided equipment:

• Compatibility is not guaranteed;
• Additional diagnostic or integration labor may apply;
• NVision is not responsible for missing parts, prior damage, counterfeit products, unsupported firmware, expired licenses, or incorrect specifications;
• Manufacturer support may be unavailable;
• The Client assumes the risk that the product will not function as intended; and
• NVision's warranty applies only to its own workmanship, if applicable.

NVision is not responsible for damage caused by defective Client-provided equipment unless directly caused by NVision's proven negligence.

23. Design, Consulting, and Engineering Services

Consulting, assessment, system-design, programming, documentation, and proposal-development services are professional services and may be separately billable.

Unless expressly included:

• Designs are based on information reasonably available at the time;
• Drawings are not architectural, structural, electrical, or engineering documents requiring professional licensure;
• Final field conditions may require changes;
• Budget estimates are not guaranteed construction prices;
• Product availability may change;
• Performance projections are estimates; and
• Third-party approval is not guaranteed.

Designs, bills of materials, drawings, programming concepts, workflows, pricing methods, templates, and documentation prepared by NVision remain NVision's intellectual property until paid in full.

Unless expressly transferred in writing, the Client receives a limited license to use final paid deliverables solely for the identified project.

The Client may not use NVision's unpaid design work to solicit competing bids, purchase products independently, or have another contractor implement the design.

24. Software, Programming, and Digital Deliverables

Custom programming, automation, dashboards, websites, portals, scripts, configurations, user interfaces, databases, and digital deliverables may depend on third-party platforms and services.

Unless otherwise stated:

• NVision retains ownership of its preexisting tools, templates, libraries, methods, reusable code, processes, and know-how;
• The Client receives the rights specifically stated in the proposal after full payment;
• Third-party software remains subject to its own license terms;
• Source code is not included unless expressly stated;
• Hosting, domains, API usage, storage, subscriptions, and maintenance are separate unless expressly included;
• Browser, platform, API, or operating-system changes may require future paid updates; and
• No software is guaranteed to be error-free, uninterrupted, or permanently compatible.

The Client is responsible for reviewing and approving content, workflows, calculations, permissions, and outputs before operational use.

25. Artificial Intelligence

Some services, platforms, training tools, or deliverables may use artificial intelligence.

AI-generated or AI-assisted content may contain errors, omissions, outdated information, or unexpected results. The Client must independently review AI-generated outputs before relying on them for business, technical, legal, medical, financial, safety, employment, academic, or regulatory decisions.

NVision does not guarantee the accuracy, uniqueness, noninfringement, availability, or suitability of third-party AI outputs.

The Client must not submit confidential, regulated, export-controlled, or personally identifiable information to an AI feature unless the use has been expressly approved and appropriate safeguards are in place.

26. Managed Services and Support

Managed services, maintenance plans, monitoring, help-desk services, and support subscriptions are governed by the applicable service agreement.

Unless a service-level commitment is expressly stated:

• Support is provided on a commercially reasonable basis;
• Response times are targets, not guarantees;
• On-site service, parts, travel, after-hours work, and third-party charges may be additional;
• Preventive maintenance does not eliminate failure;
• Remote access depends on Client connectivity and permissions;
• Support may be suspended for nonpayment or unsafe conditions; and
• Unused support time does not roll over unless stated.

Emergency and after-hours service is subject to availability and premium rates.

27. Training and NVision Source Institute of Technology

Training may be offered through NVision Source Institute of Technology or another NVision division.

Unless expressly stated otherwise:

1. Programs provide private professional training, workforce development, certificates of completion, proprietary credentials, and skill development.
2. Programs do not award academic degrees, transferable college credit, professional licensure, or government certification.
3. Completion does not guarantee employment, promotion, income, licensure, contract awards, or acceptance by an employer.
4. Manufacturer-specific instruction does not constitute manufacturer authorization or certification unless expressly stated.
5. Students must complete required coursework, attendance, assignments, assessments, identity verification, and payment obligations.
6. NVision may establish passing scores, deadlines, retake limits, conduct rules, and credential requirements.
7. Course access may expire.
8. Course content may be updated or replaced.
9. Students may not share accounts, exam questions, recordings, course files, or login credentials.
10. Cheating, plagiarism, impersonation, unauthorized assistance, exam copying, or circumvention of testing controls may result in course failure, access termination, or credential revocation.
11. Certificates may include verification numbers and may be revoked for fraud, misrepresentation, nonpayment, or violation of program rules.
12. Practical technology work involves risks. Students must follow safety instructions and should not perform regulated, energized, elevated, structural, or hazardous work without proper supervision, licensing, equipment, and authorization.

Training materials are educational and are not a substitute for manufacturer documentation, applicable codes, professional engineering, employer policies, or legal requirements.

28. Website Accounts and Acceptable Use

Users must maintain accurate account information and protect their login credentials.

You may not:

• Access another person's account;
• Attempt to bypass access controls;
• Scrape or copy website or course content;
• Introduce malware;
• Interfere with platform operation;
• Reverse engineer restricted systems;
• Misrepresent your identity;
• Use the website unlawfully;
• Resell course access;
• Share paid content;
• Test system security without written permission; or
• Use automated tools in a manner that burdens the platform.

NVision may suspend or terminate access for suspected fraud, security threats, nonpayment, unlawful conduct, misuse, or violation of these Terms.

29. Intellectual Property

NVision's websites, trademarks, names, logos, crest, course content, videos, graphics, manuals, templates, proposals, drawings, designs, software, documentation, photographs, processes, and other materials are owned by NVision or licensed to it.

No material may be copied, reproduced, distributed, modified, republished, sold, taught, uploaded, recorded, reverse engineered, or used to create competing materials without written authorization.

“NVision Source Technologies,” “NVision Source Institute of Technology,” associated logos, and related names may not be used without permission.

Limited personal or internal-business access does not transfer ownership.

30. Confidentiality

Each party may receive confidential information from the other.

Confidential information includes nonpublic pricing, designs, credentials, network information, customer data, business plans, security information, programming, technical documentation, and trade secrets.

Each party will use reasonable care to protect confidential information and will use it only for the applicable transaction.

Confidentiality obligations do not apply to information that:

• Was lawfully known without restriction;
• Becomes public without breach;
• Is independently developed;
• Is received lawfully from another source; or
• Must be disclosed by law.

NVision may disclose information to employees, subcontractors, manufacturers, distributors, insurers, advisers, and service providers who reasonably need it to perform the work.

31. Photographs and Project References

NVision will not intentionally publish confidential or security-sensitive information.

Unless the Client provides written restrictions before work begins, NVision may photograph nonconfidential completed work and identify the general type of project for portfolio, training, documentation, quality-control, or marketing purposes.

NVision will not knowingly publish protected student information, medical information, access credentials, surveillance views, security plans, or confidential operational information.

Government, security-sensitive, and confidential projects will be handled according to applicable restrictions.

32. Safety

NVision personnel may stop work whenever conditions appear unsafe.

The Client must prevent employees, students, visitors, performers, contractors, and members of the public from entering controlled work areas.

NVision is not responsible for injury or damage caused by unauthorized access, interference with barriers, misuse of equipment, overloading, climbing, hanging objects from equipment, defeating safety devices, or failure to follow instructions.

No person should open, modify, service, energize, rig, suspend, or relocate equipment unless qualified and authorized.

33. Force Majeure

NVision is not liable for failure or delay caused by events beyond its reasonable control, including:

• Severe weather;
• Hurricanes;
• Flooding;
• Fire;
• Epidemics or public-health emergencies;
• War;
• Terrorism;
• Civil unrest;
• Government action;
• Utility failure;
• Internet outage;
• Cyberattack;
• Transportation interruption;
• Labor dispute;
• Manufacturer shortage;
• Supply-chain disruption;
• Carrier delay;
• Tariff or import restriction;
• Material shortage;
• Venue closure; or
• Acts or omissions of third parties.

Deadlines will be reasonably extended, and NVision may adjust pricing for material cost increases caused by such events.

34. Disclaimer of Warranties

Except for an express written warranty issued by NVision and except to the extent prohibited by law:

THE WEBSITE, INFORMATION, PRODUCTS, SERVICES, DESIGNS, SOFTWARE, TRAINING, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

NVISION DISCLAIMS ALL WARRANTIES NOT EXPRESSLY STATED IN WRITING, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, CONTINUOUS OPERATION, SECURITY, AND RESULTS.

NVISION DOES NOT WARRANT THAT:

• A PRODUCT OR SYSTEM WILL MEET EVERY UNDISCLOSED EXPECTATION;
• A SYSTEM WILL NEVER FAIL;
• INTERNET, CLOUD, NETWORK, OR STREAMING SERVICES WILL BE UNINTERRUPTED;
• THIRD-PARTY PRODUCTS WILL REMAIN COMPATIBLE;
• TRAINING WILL PRODUCE EMPLOYMENT OR LICENSURE;
• SOFTWARE WILL BE ERROR-FREE;
• SECURITY SYSTEMS WILL PREVENT EVERY INCIDENT; OR
• SURVEILLANCE SYSTEMS WILL CAPTURE EVERY EVENT.

Some jurisdictions do not allow certain disclaimers. In those jurisdictions, disclaimers apply only to the maximum extent permitted.

35. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVISION WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING:

• LOST PROFITS;
• LOST REVENUE;
• LOST BUSINESS;
• LOSS OF USE;
• LOSS OF DATA;
• LOSS OF RECORDINGS;
• LOSS OF GOODWILL;
• BUSINESS INTERRUPTION;
• SUBSTITUTE EQUIPMENT;
• THIRD-PARTY CLAIMS;
• MISSED EVENTS;
• MISSED OPPORTUNITIES;
• SECURITY INCIDENTS;
• CYBERATTACKS;
• UNAUTHORIZED ACCESS;
• STREAMING INTERRUPTION; OR
• FAILURE OF THIRD-PARTY PRODUCTS OR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVISION'S TOTAL AGGREGATE LIABILITY ARISING FROM A CLAIM WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO NVISION FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

For a claim involving only free website access, NVision's aggregate liability will not exceed $100.

These limitations do not apply to liability that cannot lawfully be limited.

The parties acknowledge that pricing reflects this allocation of risk.

36. Client Indemnification

To the maximum extent permitted by law, the Client will defend, indemnify, and hold harmless NVision and its owners, officers, employees, subcontractors, and representatives from third-party claims, damages, losses, penalties, fines, costs, and reasonable attorneys' fees arising from:

• Client-provided content;
• Client instructions;
• Unlawful surveillance or recording;
• Infringement by Client materials;
• Unsafe Client-controlled conditions;
• Client misuse of products or systems;
• Client modification of completed work;
• Failure to obtain permissions or licenses;
• Violation of law by the Client;
• Injury caused by Client personnel, guests, performers, students, or contractors;
• Client's breach of these Terms; or
• Products or work supplied by others.

This obligation does not apply to the extent a claim is finally determined to have resulted from NVision's gross negligence or willful misconduct.

37. Notice and Opportunity to Cure

Before filing a claim relating to NVision's work, the Client must:

1. Provide written notice describing the alleged problem in reasonable detail;
2. Provide supporting documentation;
3. Preserve relevant equipment, logs, photographs, and evidence;
4. Prevent unauthorized modification of the affected work; and
5. Provide NVision a reasonable opportunity to inspect and, where applicable, repair, replace, reperform, or otherwise cure the issue.

Emergency measures reasonably required to protect persons or property are permitted, but the Client should document the condition before alteration when safely possible.

Failure to provide a reasonable opportunity to cure may reduce or eliminate responsibility for costs that could have been avoided.

38. Dispute Resolution, Governing Law, and Venue

The parties will first attempt in good faith to resolve disputes through direct business discussions.

A party asserting a dispute must provide written notice describing:

• The relevant transaction;
• The nature of the dispute;
• The requested resolution; and
• Supporting documentation.

Unless prohibited by law, Mississippi law governs these Terms without regard to conflict-of-law principles.

Any lawsuit arising from these Terms or NVision's products or services must be filed in a state or federal court with jurisdiction over Harrison County, Mississippi, unless a signed agreement requires another venue.

Each party consents to personal jurisdiction in those courts.

39. Claim Limitation Period

To the maximum extent permitted by law, any contractual claim arising from NVision's products or services must be commenced within one year after the claimant knew or reasonably should have known of the facts giving rise to the claim.

This provision does not shorten a limitations period where doing so is prohibited.

40. Termination and Suspension

NVision may suspend or terminate work, access, support, enrollment, hosting, subscriptions, or account privileges for:

• Nonpayment;
• Unsafe conditions;
• Abusive or threatening behavior;
• Fraud;
• Security concerns;
• Illegal activity;
• Material breach;
• Misuse of content;
• Unauthorized chargebacks;
• Repeated failure to cooperate; or
• Circumstances making performance unlawful or impractical.

The Client remains responsible for products ordered, services performed, committed costs, cancellation charges, demobilization, storage, and other accrued obligations.

41. Non-Solicitation of Personnel

During an active project and for twelve months afterward, the Client will not knowingly solicit for direct employment an NVision employee materially involved in the project without NVision's written consent.

This provision does not prohibit general public job advertisements not directed at NVision personnel and applies only to the extent permitted by law.

42. Independent Contractor

NVision is an independent contractor and is not the Client's employee, agent, fiduciary, joint venturer, legal counsel, insurer, architect, or professional engineer unless a separate written agreement expressly states otherwise.

NVision controls the manner and means of its work, subject to the agreed scope and site requirements.

43. Subcontractors and Assignment

NVision may use qualified employees, independent contractors, manufacturers, distributors, specialists, carriers, instructors, and subcontractors.

The Client may not assign an agreement with NVision without written consent. NVision may assign payment rights or transfer an agreement in connection with financing, reorganization, merger, or sale of substantially all relevant business assets.

44. Electronic Communications and Signatures

The parties consent to conducting business electronically.

Electronic signatures, emailed approvals, portal approvals, electronic payments, and other electronic records may have the same effect as paper records and handwritten signatures to the extent permitted by law.

The Client is responsible for maintaining accurate contact information and monitoring authorized email addresses and portal accounts.

45. Communication Consent

By providing contact information, you authorize NVision to send transactional communications relating to:

• Proposals;
• Projects;
• Scheduling;
• Deliveries;
• Invoices;
• Payments;
• Service notices;
• Security alerts;
• Course access;
• Certificates; and
• Account administration.

Marketing communications will be handled according to applicable law, and recipients may use provided opt-out methods.

46. Privacy

Use of personal information is governed by NVision's Privacy Policy.

The Client is responsible for ensuring that it has authority to provide personal information concerning employees, students, attendees, contractors, or other individuals.

47. Government and Public-Sector Clients

Terms that legally cannot apply to a government entity will be limited only to the extent required by applicable law.

No government-specific term, procurement clause, flow-down requirement, cybersecurity clause, prevailing-wage obligation, bonding requirement, sovereign-immunity waiver, or funding condition applies unless NVision expressly accepts it in writing.

Incorporation of terms by reference into a purchase order does not bind NVision unless expressly accepted.

48. Order of Precedence

Unless a signed agreement states otherwise, the following order controls:

1. Signed contract or statement of work;
2. Written change order;
3. NVision proposal or estimate;
4. NVision invoice;
5. These Master Terms and Conditions;
6. Client purchase order.

Client boilerplate or preprinted purchase-order terms are rejected unless expressly accepted by an authorized NVision representative.

49. Severability

If any provision is found invalid or unenforceable, that provision will be limited or modified to the minimum extent necessary, and the remaining provisions will remain effective.

50. Waiver

A failure to enforce a provision is not a waiver of that provision or any other right.

A waiver is effective only when made in writing by an authorized NVision representative.

51. Entire Agreement

These Terms and the applicable approved proposal, invoice, enrollment agreement, service agreement, or statement of work constitute the agreement concerning the relevant transaction.

The parties do not rely on representations not included in the applicable written agreement.

52. Changes to Website Terms

NVision may update the website version of these Terms periodically.

Changes apply prospectively from the posted effective date. The terms in effect when a specific proposal or order is accepted generally govern that transaction unless the parties agree otherwise.

53. Contact

Questions, notices, warranty requests, and disputes should be sent to:

Legal notices should be clearly identified as “Legal Notice” or “Warranty Claim.”