Terms and Conditions

1. Definitions and Interpretation

CUSTOMER TERMS AND CONDITIONS
NPVISION ON-LINE PROGRAMS AND MATERIALS

Last Updated: January 3, 2023
PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT
INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AS A USER AND
CUSTOMER AT AND THROUGH THIS INTERNET SITE AND RELATED INTERNET
SITES, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.
These Terms and Conditions (these “Terms”), together with any documents referenced herein,
contain all of the terms and conditions that apply to the review, access and receipt of information
and materials (collectively, the “NPVISION Materials”) related to nursing matters, concepts,
approaches and principles (collectively, the “Subject Matter”) by those persons (each, a
“Customer”) accessing and ordering programs, presentations and packages containing NPVISION
Materials (collectively, the “Programs”, and each a “Program”) at and through the Internet website
http://npvisioneducation.com, and related websites and social media pages and sites (collectively,
the “Site(s)”), as provided by the Site(s)’ proprietor, NPVISION, LLC, an Arizona limited liability
company (“NPVISION”). By clicking “I accept” and also by placing an Order at or through the
Site(s), or any of them, by accessing, ordering, paying for and receiving any Programs and
NPVISION Materials, and by utilizing the Site(s) in connection therewith, Customer, freely,
voluntarily and with full authority and capacity to do so, agrees to be bound by and accepts these
Terms. If you, as a Customer, do not agree to be bound by all of these Terms, please do not
order or purchase any Programs or NPVISION Materials or use or utilize the Site(s) in
connection therewith. NPVISION reserves the right to cancel your Customer Account, and to
discontinue making the Programs and NPVISION Materials, the Site(s) and all features
thereat, thereof and therethrough available to you, as Customer, should you, as Customer,
violate any of these Terms.
In agreeing to these Terms, you acknowledge that prior to doing so, you have received, read and
understood these Terms, as well as the NPVISION’s Disclaimer Policy, Privacy Policy and other
policies related to the Programs and NPVISION Materials (collectively, the “NPVISION Policies”),
each of which is incorporated into and integrated with these Terms and made part hereof as if
restated in full, as posted at the Site(s), and that you have read, understand and agree to all provisions
and conditions set forth in these Terms. In the event of any conflict or inconsistency between these
Terms and any of the NPVISION Policies or any other document or policy referenced herein, these
Terms shall govern and take precedence, with the sole exception of NPVISION’s Disclaimer Policy
and Privacy Policy, which shall govern and take precedence over all.
1. Becoming an NPVISION Customer. To become an NPVISION Customer, establish a
below-defined Customer Account, and be eligible to order, purchase and receive Programs and
NPVISION Materials through the Site(s), a person must register directly at the Site(s). Customer is
not authorized to market or resell the Programs or NPVISION Materials, or any of them, in any
event or under any circumstances. In registering at the Site(s) and establishing a below-defined

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Customer Account, Customer represents and warrants the following: (a) All information Customer
submits at and through the Site(s) is accurate, truthful and does not infringe upon the rights of any
third parties, including without limitation intellectual property rights; (b) Customer has permission
to submit all information, including without limitation payment information, on-line wallet
information, on-line payment system information and credit card information, where such
information may be required; (c) Customer will keep all related information accurate and up to date;
and (d) Customer is no younger than the age of eighteen (18) or else is supervised by an adult, all
payment information associated with the Customer Account is provided be a person at least eighteen
(18) years of age, and all Orders made by, for or on behalf of Customer are done so by a person at
least eighteen (18) years of age. Customer reaffirms such warranties, and all other representations

and warranties of Customer in these Terms, in the NPVISION Policies and in the applicable below-
defined Order each time Customer accesses and uses the Customer Account and any Programs,

Subscriptions and NPVISION Materials at and through the Site(s).
2. Sale and Purchase of Programs and NPVISION Materials.
a. Program Packages. NPVISION will offer to Customer the opportunity to select and
purchase one or more Programs, which in turn address one or more items of Subject Matter. At the
Customer’s option and selection, the Programs may include without limitation one or more certain
subscription packages (each, a “Subscription”, and collectively, the “Subscriptions”), the features
of which will be set forth in the corresponding Order provided in Section 2(b), below. The Subject
Matter of each Program, and of any applicable Subscription, is identified at the Site(s) and will be
confirmed in the corresponding Order made by Customer.
b. Orders. NPVISION hereby agrees to provide to Customer the Programs,
Subscriptions and NPVISION Materials as set forth in greater detail in each order (each, an “Order”,
and collectively, the “Orders”) provided by Customer to NPVISION through the Customer Account
and accepted by NPVISION in writing (including without limitation through written verification at
the Site(s) or by verifiable electronic mail) in connection with these Terms. The Orders, solely upon
NPVISION’s acceptance and confirmation of each such Order at and through the Site(s),
automatically shall be incorporated herein and integrated herewith by this reference without the need
for any amendment of these Terms. Each Order shall contain the following, each as applicable: (i)
information identifying the Program or Programs, and Subscription or Subscriptions, which
Customer is purchasing and in which Customer will participate; (ii) the corresponding Subject
Matter; (iii) the corresponding NPVISION Materials; (iv) the price for each Program; (v) the
monthly charge for each Subscription; (vi) the dates, times and means by which the corresponding
Programs, Subscription features and NPVISION Materials will be made available and provided to
Customer; (vii) credentials and related information needed for Customer to access the corresponding
Programs, Subscription features and NPVISION Materials; (viii) certain below-defined NPVISION
Subs, including without limitation third-party presenters, who/which will be providing certain
Programs; and (ix) warranties and guaranties regarding the Programs, Subscriptions and NPVISION
Materials that are the subject of the Order, if any. As applicable, in the event Customer elects a
Subscription, the Order shall also confirm that the Subscription shall renew automatically on a
monthly basis, with the Customer being charged automatically for each subsequent month, until
such time as Customer provides advance written notice of Customer’s election to terminate the

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Subscription. In the event of any conflict or inconsistency between these Terms and the terms of any
Order, these Terms shall govern and take precedence.
c. Fulfillment of Orders. NPVISION shall be obligated to provide to Customer, and
Customer shall be obligated to purchase, solely those Programs and NPVISION Materials as
expressly referenced in an Order provided by Customer to NPVISION through the Customer
Account and accepted by NPVISION as set forth in Section 2(b), above. If NPVISION, for any
reason, does not accept an Order from Customer, NPVISION shall not be entitled to any
corresponding payment from Customer, and any sums paid by Customer in relation to such Order
shall be refunded within fourteen (14) calendar days. Once NPVISION accepts an Order,
NPVISION shall exercise reasonable efforts to fulfill such Order and make available to Customer
the corresponding Programs, Subscription features and NPVISION Materials within two (2) to three
(3) business days, or otherwise within a reasonable period of time, unless there are exceptional
circumstances. In the event NPVISION cannot fulfill the Order within a reasonable period of time,
NPVISION will inform Customer accordingly. Customer acknowledges that time is not of the
essence with respect to fulfillment of Orders, so NPVISION’s failure to fulfill any Order or provide
any corresponding Programs, Subscription features and NPVISION Materials within any specified
time period shall not be considered a material breach of these Terms, and NPVISION shall not in
any event or under any circumstances be held liable or responsible in relation thereto.
d. Cancellation of Orders – General. Customer may cancel any Order at any time by
advance written notice to NPVISION, including without limitation through the Customer Account;
provided that in the event certain Programs, Subscription features and/or NPVISION Materials have
already been provided to or accessed by Customer at the time of such cancellation, Customer shall
be required to pay, and NPVISION shall be entitled to payment for, the same, prorated based on the
proportion of Programs, Subscription features and NPVISION Materials provided to or accessed by
Customer relative to the total Programs, Subscription features and NPVISION Materials purchased
by Customer under the Order, it being understood, acknowledged and agreed by Customer that with
respect to Programs, Subscription features and/or NPVISION Materials, Orders or payments may
only be cancelled up until such items are provided or otherwise made available to Customer under
the terms of the Order, and in the event of any unauthorized provision or availability of such items
prior to Customer’s notice of cancellation or lack of authorization to NPVISION, Customer shall
remain responsible for payment for such items for the period beginning when such items were
provided or otherwise made available by NPVISION and extending through the date of such
notification or through the full then-current monthly billing cycle, as applicable; provided further,
that, any amounts theretofore paid by Customer in excess of such prorated amounts owed by
Customer shall be refunded to Customer within fourteen (14) calendar days after NPVISION’s
receipt of Customer’s notice of cancellation of the Order; but provided, finally, that notwithstanding
anything to the contrary in this Section 2(d), cancellation of any Order may be subject to specific
terms governing the corresponding Programs, Subscription features and/or NPVISION Materials as
set forth in the Order, which may include a minimum duration and/or minimum payment obligation
prior to cancellation.
e. Cancellation of Orders – European Union. Notwithstanding the foregoing in Section
2(d), above, in the event Customer is based within the European Union, Customer is entitled by

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statutory law to a “cooling off” period with respect to each Order submitted, which shall begin upon
NPVISION’s confirmation and acceptance of such Order, and which shall extend for fourteen (14)
calendar days thereafter (the “Statutory Cancellation Period”); provided that no Programs,
Subscription features and/or NPVISION Materials referenced in the Order shall be made available
to Customer within such Statutory Cancellation Period unless Customer expressly requests
otherwise in writing, including without limitation through the Customer Account or Order; provided,
further, that in the event of such request, Customer acknowledges and agrees that if all Programs,
Subscription features and/or NPVISION Materials referenced in the Order have been provided to or
accessible by Customer within the Statutory Cancellation Period, Customer thereby waives
Customer’s right thereafter to cancel the Order, even within the Statutory Cancellation Period;
provided, further, that in any event, if certain but not all Programs, Subscription features and/or
NPVISION Materials have already been provided to or accessed by Customer at the time of
cancellation within the Statutory Cancellation Period, Customer shall be required to pay, and
NPVISION shall be entitled to payment for, the same, prorated based on the proportion of Programs,
Subscription features and NPVISION Materials provided to or accessed by Customer relative to the
total Programs, Subscription features and NPVISION Materials purchased by Customer under the
Order, it being understood, acknowledged and agreed by Customer that with respect to Programs,
Subscription features and/or NPVISION Materials, Orders or payments may only be cancelled up
until such items are provided or otherwise made available to Customer under the terms of the Order,
and in the event of any unauthorized provision or availability of such items prior to Customer’s
notice of cancellation or lack of authorization to NPVISION, Customer shall remain responsible for
payment for such items for the period beginning when such items were provided or otherwise made

available by NPVISION and extending through the date of such notification or through the full then-
current monthly billing cycle, as applicable; provided further, that, any amounts theretofore paid by

Customer in excess of such prorated amounts owed by Customer shall be refunded to Customer
within fourteen (14) calendar days after NPVISION’s receipt of Customer’s notice of cancellation
of the Order; but provided, finally, that notwithstanding anything to the contrary in this Section 2(e),
cancellation of any Order after the Statutory Cancellation Period has elapsed may be subject to
specific terms governing the corresponding Programs, Subscription features and/or NPVISION
Materials as set forth in the Order, which may include a minimum duration and/or minimum
payment obligation prior to cancellation.
f. Subcontractors and Sub-Consultants. NPVISION shall have full control over the
means and methods of performance and provision of the Programs, Subscriptions and NPVISION
Materials, and in connection therewith, NPVISION, in providing and making available to Customer
the Programs, Subscription features and NPVISION Materials, shall have the right, but not the
obligation, in its sole discretion, to enter into written service provider agreements, subcontract
agreements and sub-consulting agreements with persons or entities of NPVISION’s choice
(collectively, the “NPVISION Subs”, and each an “NPVISION Sub”), including without limitation
certain consultants, such as AbbVie, Allergan, Boehringer Ingelheim, Corium, Eisai Inc., ITI, Inc.
Otsuka, Teva and USWM LLC, and further including without limitation certain speakers and
presenters, such as AbbVie, Allergan, Alkermes, Corium, ITI Inc., Otsuka, Teva and USWM LLC,
any of which may or may not be principles of or affiliated or commonly controlled with NPVISION.
NPVISION shall not be responsible for any acts or omissions of the NPVISION Subs, or any of
them, except to the extent such acts or omissions result from the gross negligence or intentional

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misconduct of NPVISION. With the exception of such gross negligence or intentional misconduct
of NPVISION, Customer may not under any circumstances hold NPVISION responsible or liable
for any act or omission of any NPVISION Sub, Customer’s sole recourse therefor shall be limited
exclusively to the appropriate NPVISION Sub, and Customer shall indemnify and hold harmless
NPVISION in relation to the same as set forth under Section 11, below. To the extent not prohibited
under any applicable agreement between NPVISION and an NPVISION Sub, NPVISION hereby
assigns to Customer NPVISION’s rights, benefits, claims and remedies under NPVISION’s
agreement with such NPVISION Sub and in relation to such NPVISION Sub for such purpose. Each
NPVISION Sub may, but is not otherwise obligated to, require Customer to agree to certain
additional requirements, terms and conditions (the “NPVISION Sub Requirements”) as a condition
precedent to providing or making available certain materials, products or services to Customer. Such
NPVISION Sub Requirements shall be determined by the applicable NPVISION Sub solely in
cooperation with NPVISION. Customer is expected to comply fully with all corresponding
NPVISION Sub Requirements in the event Customer elects to receive any Programs, Subscription
features or NPVISION Materials through an NPVISION Sub as identified in the corresponding
Order; provided that in the event of any conflict or inconsistency between these Terms, any
NPVISION Policies or any Order and any NPVISION Sub Requirements, these Terms, the
NPVISION Policies and the applicable Order shall govern and take precedence. In no event and
under no circumstance shall NPVISION be responsible for or liable to any Customer or NPVISION
Sub, or to any third party, for or in relation to any Customer or NPVISION Sub’s compliance with
any NPVISION Sub Requirements, it being understood, acknowledged and agreed that any recourse
of Customer or any NPVISION Sub in relation to the same shall be solely against the applicable
Customer or NPVISION Sub, as the case may be, and Customer shall indemnify and hold harmless
NPVISION in relation to the same as set forth under Section 11, below. To the extent not prohibited
under any applicable agreement between NPVISION and an NPVISION Sub, NPVISION hereby
assigns to Customer and to the applicable NPVISION Sub all of NPVISION’s rights and benefits in
relation to such applicable NPVISION Sub and Customer, respectively, for such purpose.
g. Programs, Subscriptions and NPVISION Materials Not Exclusive. Customer
acknowledges and agrees these Terms are non-exclusive, and that NPVISION may produce and
provide similar programs, subscription packages and materials for or on behalf of other parties,
including without limitation those engaged in the same or other businesses and endeavors.
h. No Purchase Required. Customer acknowledges and agrees that there are no
minimum purchase requirements for NPVISION Customers. All Program, Subscription and
NPVISION Materials purchases are optional; provided that once an Order is fully executed and
accepted by NPVISION, Customer shall be responsible for purchase of Programs and NPVISION
Materials, and for all Subscription fees as applicable, as set forth in such Order, subject to
Customer’s cancellation rights under Section 2(d) or Section 2(e), above, as applicable.
i. Conformity to Orders. While NPVISION will exercise reasonable efforts to ensure
that all Programs, Subscription features and NPVISION Materials correspond to the general
description thereof provided at the Site(s) and in the Orders, NPVISION shall not in any event or
any circumstance be responsible for any minor variations from such descriptions, as the exact nature
of such items may vary depending on Customer’s individual requirements and circumstances;

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provided that in the event any such items provided or made available to Customer by or through
NPVISION or the Site(s) do not conform substantially to those referenced in a corresponding Order
and in fact differ materially from the Programs, Subscription features and NPVISION Materials
referenced in such Order, and if Customer provides written notice to NPVISION, including without
limitation through the Customer Account, of such non-conformity prior to further provision and
availability of such items to Customer, NPVISION shall correct such items accordingly within five
(5) business days. Failure to provide such written notice of non-conformity to NPVISION prior to
further provision and available of such items to Customer shall be deemed to be Customer’s
acceptance of such items and waiver of any claim that such items do not substantially conform to
those referenced in the corresponding Order.
j. Application of NPVISION Policies. All Programs, Subscriptions and NPVISION
Materials are subject to the applicable NPVISION Policies, and as a condition precedent to placing
any Order for any Programs, Subscriptions or NPVISION Materials, Customer understands,
acknowledges and agrees that such NPVISION Policies govern Customer’s purchase, receipt, and
if and where applicable cancellation, of any Programs, Subscriptions and NPVISION Materials.
3. Terms Subject to Change.
a. General Terms Subject to Change. These Terms may change at any time, in
NPVISION’s sole discretion, including, but not limited to, the protocols for use of the Site(s), access
to the Programs, Subscriptions and NPVISION Materials at and through the Site, pricing of the
Programs, Subscriptions and NPVISION Materials, availability of the Programs, Subscriptions and
NPVISION Materials, availability of the Site(s), content and materials made available at or through
the Site(s) in connection with or in relation to the Programs, Subscriptions and NPVISION
Materials, features and components of the Programs, Subscriptions and NPVISION Materials, and
other e-commerce related information and/or functionality. NPVISION reserves the right, its sole
discretion, to discontinue the Site(s), or any of them (including Programs, Subscriptions and
NPVISION Materials, or any of them, available thereat and therethrough), and/or modify the
contents of the Site(s); provided that in the event of any change to these Terms, NPVISION shall
notify Customer through the Customer Account and the e-mail address on file there that these Terms
have been changed, whereupon it shall be Customer’s sole and exclusive responsibility to review
these Terms and become aware of and comprehend such changes. Upon such notice to Customer,
any subsequent use by Customer of the Site(s), any subsequent Order made by Customer and any
subsequent receipt and use by Customer of any Program, Subscription or NPVISION Materials,
shall bind Customer to the updated and changed version of these Terms. Customer agrees
NPVISION will not be liable to Customer for any discontinuance or modification of the Site(s), or
any of them (including features of Programs, Subscriptions and NPVISION Materials, or any of
them); provided that once an Order is made, processed, confirmed, accepted by NPVISION and paid
for by Customer, NPVISION shall provide the Programs, Subscriptions and NPVISION Materials
that are the subject of such Order under the terms set forth in such Order, and NPVISION shall
continue to make the Site(s) and Programs, Subscriptions and NPVISION Materials available as
provided in such Order and as otherwise provided in these Terms at the time of NPVISION’s
acceptance of and receipt of payment for such Order; but provided, further, that NPVISION still

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may update the Site(s) and Programs, Subscriptions and NPVISION Materials from time to time in
NPVISION’s sole and absolute discretion, and any future Order shall be subject to such updating.
b. Price and Payment Terms Subject to Change. NPVISION reserves the right, in its
sole discretion, to change the price(s) of the Programs, Subscriptions and NPVISION Materials, and
each of them, at any time, such price(s) being subject to change each time Customer accesses the
order page for Programs, Subscriptions and NPVISION Materials at the Site(s). In addition, all
payment terms are similarly subject to change by NPVISION. Unless and until Customer places an
Order at the Site(s) for Programs, Subscriptions and NPVISION Materials, or any of them, through
the Customer Account (as defined under Section 4(c)(i), below), and such Order is accepted and
confirmed as provided under Section 2(b), above, and Section 6(a), below, Customer shall have no
expectations as to price or payment terms based on previous access to and receipt of information at
the Site(s).
4. Use, Operation and Maintenance of Site(s), System(s) and Platform(s).
a. Operating and Maintenance Responsibilities of NPVISION. NPVISION shall
exercise reasonable efforts to maintain the Site(s) in condition and operating order, or with respect
to third-party tools and applications to cause the appropriate third party(s) to so maintain.
NPVISION shall not be responsible for any inaccessibility of Customer due to scheduled
maintenance and upgrades of the Site(s) or any corresponding Internet servers or software.
NPVISION shall use reasonable efforts to ensure, or to cause an NPVISION Sub to ensure, that any
inaccessibility shall be remedied as soon as is reasonably practicable. In the event that the Site(s),
Programs, Subscriptions or NPVISION Materials become inaccessible, or their operation deviates
materially from that provided in these Terms, and such deviation can be replicated by Customer,
then Customer shall give written notification of the inaccessibility or the deviation, and in the case
of deviations, sufficient information to permit replication and analysis. Upon receipt of notice from
Customer of any inaccessibility or deviation, NPVISION shall use reasonable efforts to diagnose,
or cause an NPVISION Sub to diagnose, the cause of the inaccessibility or deviation. Upon
completion of the diagnosis, NPVISION shall advise Customer of the cause of the inaccessibility or
deviation and shall use efforts, or cause an NPVISION Sub to use efforts, that NPVISION considers
to be reasonable in its sole discretion, without charge, to restore access to and use of the Site(s) or
avoid the deviation. Notwithstanding the foregoing, NPVISION shall have no obligation to resolve,
or to cause any NPVISION Sub to resolve, any inaccessibility or deviation, or any functionality
issues, caused by or attributable to: (i) modification of the Site(s) or NPVISION Materials by anyone
other than NPVISION or an actually authorized NPVISION Sub; (ii) use of the Site(s), Programs,
Subscriptions or NPVISION Materials for any purpose other than intended; (iii) misuse or incorrect
use of the Site(s), Programs, Subscriptions or NPVISION Materials; or (iv) malfunction or
incompatibility of any Customer computer or any telecommunications services or equipment, or
software or Internet features, not under the control of NPVISION. NPVISION shall provide
Customer reasonable technical support, or cause an NPVISION Sub to so provide such technical
support, during normal business hours of NPVISION or such NPVISION Sub, as the case may be,
through an on-line support forum at the Site(s) and/or by telephone. NPVISION shall implement, or
with respect to third-party tools and applications NPVISION shall cause the appropriate third
party(s) to implement, the data archive procedures resident in the Site(s) at regular intervals, and

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Customer acknowledges that the liability for loss, destruction or damage to any data Customer may
store in at any such Site(s) is limited pursuant to these Terms. As between NPVISION and Customer,
NPVISION has the sole right and responsibility to maintain and update the logical and physical
organization and structure of the databases and associated files within the Site(s). In connection
therewith, NPVISION, in its sole discretion, shall have authority and access at all times these Terms
are in effect to set up, utilize and administer third-party tools and applications for and on behalf of
Customer and all Authorized End Users, as well as to make administrative setting changes in all
technology platforms and services used and operated by or on behalf of Customer, each as they
relate to the Site(s), Programs, Subscriptions and NPVISION Materials.
b. Security. NPVISION shall, or shall cause an NPVISION Sub to, establish and
maintain commercially reasonable security measures designed to protect Customer from any
security breaches at or through the Site(s). However, NPVISION shall not under any circumstances
be responsible for any security breaches caused by, arising from, resulting from or attributable to
any factor other than NPVISION’s gross negligence or intentional misconduct. Specifically, among
other things, NPVISION shall have no responsibility for any security breaches caused by, arising
from, resulting from or attributable to any causes set forth in Section 4(a)(i) through Section 4(a)(iv),
above, or any features employed by any third party hosting company, it being understood and agreed
that Customer may not under any circumstances hold NPVISION responsible or liable therefor and
that Customer’s recourse therefor shall be limited to the appropriate third party hosting company or
companies.
c. Responsibilities of Customer.
i. Customer Account. Customer shall access and use certain features of the
Site(s), and the Programs, Subscriptions and NPVISION Materials, through an account designated
for Customer, which shall be tied to an e-mail address and a password, each to be provided by
Customer (the “Customer Account”). Customer have the opportunity to change the e-mail address
and/or password for the Customer Account from time to time in accordance with NPVISION’s
security policies and protocols, which shall be included among the NPVISION Policies, and which
NPVISION shall make known to Customer with reasonable updates, which policies and protocols
are incorporated herein and integrated herewith by this reference, with the understanding that in the
event of any conflict or inconsistency between these Terms and any such policies or protocols, these
Terms shall govern and take precedence. Customer acknowledges and agrees that Customer shall be
responsible for maintaining the confidentiality of any username and password associated with the
Customer Account, and Customer shall be liable for any consequences that may result from their
disclosure, including but not limited to any resulting access to, use of, or modification of the Site(s)
and access to, integrity of and loss of Customer’s data and/or Authorized End Users data or of
Customer Content defined in Section 4(c)(ii), below. Customer agrees to accept full responsibility
for all activities that occur under the Customer Account, specifically under Customer’s designated
username, e-mail address and/or password. NPVISION reserves the right to refuse service, terminate
the Customer Account, or remove or edit content, including without limitation Customer Content,
in NPVISION’s reasonable discretion. The Customer Account and corresponding e-mail and
password are non-shareable, non-transferable and non-assignable, except upon written agreement
by NPVISION, in NPVISION’s sole and absolute discretion, whereupon any transferee or assignee

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shall become an “Authorized End User”, and Customer Account and e-mail and password
information may not under any circumstances be shared except with Authorized End Users as
expressly set forth in this Section 4(c)(i). Customer agrees to (A) maintain all equipment necessary
for Customer and any Authorized End Users’ access to and use of the Site(s), Programs,
Subscriptions and NPVISION Materials at and through the Customer Account; (B) maintain the
security of Customer’s account identification, designated e-mail address, designated password,
Customer Content and any other confidential information relating to the Customer Account; and (C)
take responsibility for all charges resulting from use of the Customer Account, including without
limitation those pertaining to any unauthorized use prior to Customer notifying NPVISION of such
unauthorized use and taking the legal steps to prevent its further occurrence by contacting
NPVISION to change Customer’s assigned e-mail address and/or password.

ii. Customer Content. Customer and each Authorized End User, as the case may
be, shall have the sole responsibility to input and maintain personal data, portfolio data, customer
data and other data required for Customer’s activities, affairs and operations at the Site(s), in order
for NPVISION to provide the Programs, Subscriptions and NPVISION Materials to Customer or
any Authorized End User, which data may include identifying information and credit card, on-line
wallet, on-line payment system and/or bank account information necessary to process Orders and
pay for Programs, Subscriptions and NPVISION Materials. Customer shall maintain Customer’s
own proprietary content and that of each of the Authorized End Users provided and utilized in
connection with the use and utilization of the Site(s), Programs, Subscriptions and NPVISION
Materials (collectively, “Customer Content”), and to test to ensure that Customer Content is
processed as expected. NPVISION shall exercise, or cause one or more NPVISION Subs to exercise,
reasonable efforts to secure Customer Content, and Customer Content shall be maintained and
managed at or through the Site(s) in accordance with NPVISION’s Privacy Policy. Except as
otherwise expressly provided in these Terms and NPVISION’s Privacy Policy, NPVISION shall not
secure, maintain, test or alter Customer Content in any way. Except as otherwise expressly provided
in these Terms and NPVISION’s Privacy Policy, NPVISION does not warrant that any Customer
Content will be maintained or up to date in any manner, and NPVISION shall not have any
responsibility or liability for any failure to provide Programs, Subscriptions or NPVISION Materials
to Customer or any Authorized End User as a result of Customer’s failure to maintain and update
Customer Content as appropriate. Specifically, Customer shall remain solely responsible for all
errors or problems in Customer Content impacting the Site(s) and/or the functionality thereof with
respect to any Programs, Subscriptions, NPVISION Materials or Orders. Except as otherwise
expressly provided in these Terms and NPVISION’s applicable Privacy Policy, NPVISION does not
warrant that any Customer Content shall be made available after the time period set forth in Section
4(c)(iii), below.

iii. Maintenance of Customer Content; Termination of Customer Account.
Customer shall maintain a copy of all Customer Content in an accessible way prior to termination
of the Customer Account and access by Customer and Authorized End Users to the Site(s),
Programs, Subscriptions and NPVISION Materials. Any Customer Content uploaded to the Site(s)
shall be for the sole use by Customer, each applicable Authorized End User and NPVISION;
provided that NPVISION will not share any such Customer Content with any other customer or any
third party except as authorized under these Terms (which authorization hereby automatically

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includes sharing the same with all NPVISION Parties and NPVISION Subs as reasonably necessary
to provide the Programs, Subscriptions and NPVISION Materials under these Terms, as well as any
licenses of Customer Content granted to NPVISION under these Terms), or as reasonably necessary
to operate and maintain the Site(s) as required under these Terms; and provided, further, that upon
termination of the Customer Account and access by Customer and Authorized End Users to the
Site(s), Programs, Subscriptions and NPVISION Materials therethrough and thereat, Customer and
Authorized End Users shall have no further ability to access or use the Site(s) or any data Customer
may have stored at or through the Customer Account. NPVISION shall retain all Customer Content
stored at the Site(s) under the Customer Account for a period of ninety (90) calendar days after
termination of the Customer Account and access by Customer and Authorized End Users to the
Site(s), Programs, Subscriptions and NPVISION Materials through the Customer Account, and so
long as Customer has paid all amounts due in accordance with Section 5, below, NPVISION shall
during such ninety (90) day period work with Customer to transfer such Customer Content to other
site(s), system(s) and platform(s), as requested and designated by Customer. Upon the expiration of
such ninety (90) day period, Customer agrees that NPVISION may at its sole option purge all
Customer Content from the Site(s); provided that if reasonably necessary to complete the transfer
requested and designated by Customer, NPVISION and Customer may mutually agree to extend
such ninety (90) day period; provided, further, that the transfer has commenced and proceeds
diligently to completion.

iv. Third Party Hosts. Customer acknowledges that certain aspects, features and
functions of the Site(s), Programs, Subscriptions and NPVISION Materials shall reside in one or
more third-party hosting companies’ computing environment(s), which comprise both servers and
telecommunications services, and that certain uses of the capabilities offered by the Site(s),
Programs, Subscriptions and NPVISION Materials may render the Site(s), Programs, Subscriptions
and NPVISION Materials inaccessible or may impair the performance of the computing
environment(s) for Customer, Authorized End Users and/or NPVISION’s other customers. In the
event of any such use by Customer, NPVISION shall so notify Customer, whereupon Customer and
Authorized End Users shall be obligated to put an immediate stop to such use, and Customer will
notify NPVISION in writing that such use has ceased. In the event of Customer’s failure to put an
immediate stop to such use, NPVISION reserves the right to suspend or terminate the Customer
Account and access by Customer and any of the Authorized End Users to the Site(s), Programs,
Subscriptions and NPVISION and Services therethrough and thereat. In the meantime, in the event
of any damage or delay suffered by Customer that is caused by, arising from, resulting from or
attributable to any acts or omissions of any third-party hosting company, as opposed to NPVISION,
Customer agrees that NPVISION shall not be liable or responsible for such damage or delay, and
Customer agrees that Customer’s sole recourse in connection with such damage or delay shall be
such third-party hosting company and/or said hosting company’s insurers or sureties. To the extent
not prohibited under the applicable agreement between NPVISION and such third-party hosting
company, NPVISION’s rights, benefits, claims and remedies under NPVISION’s agreement with
such third-party hosting company and in relation to such third-party hosting company for such
purpose.

v. Limited License. NPVISION grants to Customer and each of the Authorized
End Users authorized to purchase and access the Programs, Subscriptions and NPVISION Materials

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a limited license to access and make personal use of the Site(s) and NPVISION Materials solely as
needed to consider, order, pay for and receive the Programs and Subscriptions as set forth in these
Terms, the NPVISION Policies and the accepted and confirmed Orders incorporated in and
integrated with these Terms, and to enforce any rights, duties or obligations under these Terms or
any such Order. This license does not include any resale or commercial use of the Site(s) or any
contents thereof or of the Programs, Subscriptions and NPVISION Materials, or any of them; any
collection and use of any content posted by NPVISION at any of the Site(s), or any listings,
descriptions, features, qualifications or related information of NPVISION at the Site(s); any
derivative use of the Site(s) or contents thereof or of the Programs, Subscriptions or NPVISION
Materials; any downloading or copying of account information for the benefit of another; or any use
of data mining, robots, cookies or similar data gathering and extraction tools. Customer and
Customer’s Authorized End Users shall have the ability to post certain limited content at the Site(s)
upon prompting. Neither Customer nor any of Customer’s Authorized End Users may reproduce,
copy, distribute, store or in any other fashion re-use any NPVISION Materials, or resell, sublicense,
assign or otherwise allow the use of the Site(s), Programs, Subscriptions or NPVISION Materials,
or any of them, by or for the benefit of any other person, entity or group, without the express written
approval of NPVISION, in NPVISION’s sole and absolute discretion.

vi. Impact of Customer Content and Computing Environment. Customer shall
remain solely responsible for all errors or problems in Customer Content impacting the Site(s),
Orders, Programs, Subscriptions and NPVISION Materials, or any of them, or the performance or
effectiveness thereof, maintaining and providing any necessary operating environments in which
Customer and any of Customer’s Authorized End Users utilize the Site(s), Programs, Subscriptions
and NPVISION Materials, or any of them, errors caused by third party software or hardware or the
configuration of such items as they relate to such access, utilization or application, and interruptions
in access to the Site(s), Orders, Programs, Subscriptions and NPVISION Materials, or other
downtime attributable to any Internet provider of Customer or any of Customer’s Authorized End
Users.

vii. No Unauthorized Non-NPVISION Links. Other than page caching, neither
Customer nor any of the Authorized End Users is authorized to download or modify the Site(s) or
NPVISION Materials, or any portion thereof. Unless otherwise authorized in writing by NPVISION,
in NPVISION’s sole and absolute discretion, neither Customer, nor any of Customer’s Authorized
End Users, nor any other third-party, is authorized to place a hyperlink at the Site(s) home page, or
to deep link to any web page contained at the Site(s) (i.e., no links are permitted under any
circumstances from third-party websites to any page of the Site(s) other than a Site’s home page).
Such links are expressly prohibited. In addition, neither Customer, nor any of Customer’s
Authorized End Users, nor any third party may link any Site’s home page in such a manner as to
create a reasonable possibility or likelihood of confusion by users of a third party website as to the
true ownership or sponsorship of any Site(s) and/or as to the existence or lack thereof of some
affiliation or other relationship between NPVISION and the third party and/or its website.
viii. No Offensive Activities. Neither Customer nor any of Customer’s Authorized
End Users may post or transmit through any of the Site(s) or the Customer Account any content,
item or material, or otherwise access or utilize the Site(s), Orders, Programs, Subscriptions and

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NPVISION Materials, or any of them, in any way, in any manner that violates or infringes in any
way upon the rights of others, or that is unlawful, misleading, threatening, abusive, defamatory,
invasive of privacy or publicity rights, vulgar, obscene, profane, ageist, sexist, racist, bigoted,
confidential or proprietary to third parties, or that is otherwise objectionable, or that is intended to
or has the effect of promoting or inviting violence, or that encourages conduct that would constitute
a criminal offense, give rise to civil liability or otherwise violate any law, or that is inconsistent with
the non-religious and non-political purposes of the Site(s), Orders, Programs, Subscriptions and
NPVISION Materials, or that contains advertising or any solicitation with respect to products or
services, each as determined by NPVISION in its sole discretion. Customer and each of Customer’s
Authorized End Users are also prohibited from using any of the Site(s), Orders, Programs,
Subscriptions and NPVISION Materials, or any of them, in any way that restricts or inhibits any
other user or customer of the Site(s), Programs, Subscriptions and NPVISION Materials, or any of
them, from using or enjoying the same. Also, Customer shall not use any of the Site(s), Orders,
Programs, Subscriptions and NPVISION Materials for any illegal purpose, including without
limitation uses in violation of the CAN-SPAM Act of 2003 or in violation of any privacy laws.
ix. Other Use Restrictions. In accessing and using the Site(s), Programs,
Subscriptions and NPVISION Materials, Customer shall not, and shall cause each of the Authorized
End Users not to:

(A) Engage in behaviors or activities that have the intention or effect of
artificially causing an item or collection to appear at the top of search results, or artificially
increasing traffic, view counts, favorites or other metrics that NPVISION might use to sort search
results;

(B) Access, use or utilize the Site(s), Programs, Subscriptions or
NPVISION Materials from any country or jurisdiction sanctioned by the government of the United
States or to facilitate transactions involving individuals or entities sanctioned by the government of
the United States or located in sanctioned countries or jurisdictions;

(C) Carry out any financial activities subject to registration or licensing,
including but not limited to creating, selling or buying securities, commodities, options or debt
instruments, except in strict compliance with applicable international, federal, state and local laws,
statutes, ordinances, codes, rules, regulations, policies and procedures (collectively, “Applicable
Law”) regarding the same;

(D) Create, sell or buy items that provide rights to participate in any multi-
level marketing (MLM) program, an Initial Coin Offering (ICO), an Initial Dex Offering (IDO) or

any securities offering, or that are redeemable for securities, commodities or other financial
instruments, except in strict compliance with Applicable Law regarding the same;

(E) Engage in price manipulation, fraud or other deceptive, misleading or

manipulative activities;

(F) Infringe upon or violate the intellectual property rights or any other

rights of others;

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(G) Impersonate other people, including without limitation employees
and representatives of NPVISION, any NPVISION Sub or any below-defined NPVISION Party;
(H) Engage in any unauthorized mass communication, such as “spam” or

“junk mail”; or

(I) Unless otherwise authorized by NPVISION, in NPVISION’s sole and
absolute discretion, communicate or make any submissions to or through NPVISION or the Site(s)
in any language other than English, as NPVISION might not be able to decipher or respond to such
communications or submissions appropriately.

x. Monitoring of Site(s). Customer hereby understands, acknowledges and
agrees that NPVISION may: (A) monitor any and all communications or submittals made to or
through NPVISION or the Site(s) or using the Site(s) or any NPVISION Materials or any related
systems or platforms; (B) retain copies of any and all such communications and submittals; and (C)
modify any information, communications and submittals provided to NPVISION and/or to, through
or using the Site(s) in any way. Customer hereby waives Customer’s moral right to be identified as
the author of any such information, communications and submittals, with the understanding,
acknowledgment and agreement that Customer must communicate to NPVISION in advance any
restrictions Customers wishes to place upon NPVISION’s use of such information, communications
and submittals, whereupon NPVISION may elect, in its sole and absolute discretion to accept or
reject such restrictions as NPVISION so chooses.

xi. Other NPVISION Rules of Use. NPVISION may enact, implement and
enforce reasonable rules of use, which shall be included among the NPVISION Policies, as
promulgated and amended from-to-time by NPVISION in its reasonable discretion regulating the
use of the Site(s) by Customer and Authorized End Users, and Customer agrees to be bound by and
to bind each of Customer’s Authorized End Users to such rules. In the event of any conflict or
inconsistency between these Terms and such rules, these Terms shall govern and take precedence.
Breach of such rules or this section may result in the offending information being removed by
NPVISION, or NPVISION’s termination of the Customer Account and/or access by Customer
and/or any Authorized End Users to the Site(s), Programs, Subscriptions and NPVISION Materials.
d. Materials Posted by Others.
i. Limits to NPVISION Actions; Discretionary Removal of Offensive Material.
Customer understands and acknowledges that NPVISION cannot, does not and will not monitor all
material posted or transmitted by customers, users and third party information providers at the
Site(s). Although NPVISION has no obligation to review or remove any such content in general,
NPVISION reserves the right to remove any content posted at the Site(s) at any time for any reason
in its reasonable discretion, including without limitation copyrighted content or other proprietary
information of any kind that has been posted or linked to without the express permission of the
owner of that material. Decisions in such regard shall be made by NPVISION in its reasonable
discretion after actual notice of such posting and in no event or circumstance shall be construed as
giving rise to any duty or obligation to review or remove in the future.

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ii. Site Content. The Site(s) contain information, data, software, photographs,
graphs, videos, typefaces, graphics, audio and other material (collectively, “Site Content”).
NPVISION does not control the Site Content supplied by parties other than NPVISION or any
actually authorized NPVISION Subs; provided that NPVISION, in its sole and absolute discretion,
may allow for certain third parties (collectively “Sponsors”, and each a “Sponsor”) to advertise
and/or provide hyperlinks at the Site(s) in relation to other products, services and materials. In any
event, any opinions, advice, statements, services, offers, and/or other information that constitute part
of Site Content expressed or made available by third parties, including without limitation Sponsors,
and not by NPVISION or any actually authorized NPVISION Subs, are those of the respective
authors or distributors and not of NPVISION or any NPVISION Sub. In many instances, the Site
Content available at and through the Site(s) represents the opinions and judgments of the respective
party or user, including without limitation a Sponsor, whether or not under contract with NPVISION.
Unless clearly, expressly and unequivocally indicated elsewhere, NPVISION does not necessarily
endorse, support, sanction, encourage, verify, or agree with the comments, opinions, suggestions,
statistics or statements posted by parties other than NPVISION, including without limitation any
Sponsor, anywhere at the Site(s) or elsewhere in connection with the Programs, Subscriptions and
NPVISION Materials. Neither NPVISION, nor any below-defined NPVISION Party, makes any
warranties with respect to any of the data featured or mentioned on or at the Site(s) or with respect
to any Programs, Subscriptions and NPVISION Materials, unless provided expressly in these Terms
or in an Order that is accepted and fulfilled by NPVISION. Any information, content or material
placed online by parties other than NPVISION, including without limitation any Sponsor, and
further including without limitation any advice and opinions, are the views and responsibility of
those who post the information, content or material, and do not necessarily represent the views of
NPVISION or any below-defined NPVISION Party. Under no circumstances shall NPVISION or
any below-defined NPVISION Party be liable for any loss, damage or harm caused by Customer’s
or any Authorized End User’s reliance on information obtained at or through the Site(s), including
without limitation by any Sponsor, unless provided directly by NPVISION or by an NPVISION Sub
with NPVISION’s actual authorization. It is the responsibility of Customer to evaluate the
information, opinion, advice or other Site Content available at and through the Site(s) and not
provided directly by NPVISION or an actually authorized NPVISION Sub, including without
limitation as provided by any Sponsor. Customer agrees that NPVISION is not responsible, and
shall have no liability or responsibility to Customer or any Authorized End Users, or any third party,
with respect to any information or materials posted by any party other than NPVISION or an
NPVISION Sub with NPVISION’s actual authorization, including without limitation any Sponsor,
and further including without limitation defamatory, offensive or illicit material, or material that
violates these Terms, and Customer, for himself/herself/itself and for all Authorized End Users,
accordingly unconditionally releases NPVISION, all below-defined NPVISION Parties from any
and all liabilities and claims related to such information and materials posted by third parties,
including without limitation Sponsors, that are not NPVISION Subs actually authorized by
NPVISION, and Customer shall indemnify and hold harmless NPVISION and the NPVISION
Parties in relation to the same, as set forth in Section 11, below.

iii. Hyperlinks. With the use of the Site(s), Customer and Authorized End Users
might have the ability to link to other, non-NPVISION Internet content, including without limitation
certain Sponsor websites, and to upload their own non-NPVISION provided content and materials

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at the Site(s) for use by Customer and Authorized End Users. Customer shall be solely responsible
for obtaining access authorization from any and all content sources Customer chooses to utilize that
are not NPVISION or an actually authorized NPVISION Sub, and Customer shall indemnify and
hold NPVISION, all below-defined NPVISION Parties and all NPVISION Subs harmless from any
and all costs, expenses, injuries, damages and claims that are attributable to any use of content,
programs and materials uploaded or linked to by or through Customer or any of the Authorized End
Users and not directly by NPVISION or an actually authorized NPVISION Sub, as set forth in
Section 11, below. NPVISION has no control over such third-party sites, including without
limitation those of Sponsors, or the content within them, or any related products, services or
materials, including without limitation those provided by or through Sponsors. NPVISION cannot
and does not guarantee, represent or warrant that the content contained in such third-party sites is
accurate, legal or inoffensive. NPVISION does not endorse the content of any third-party site, nor
does NPVISION warrant that such third-party sites will not contain viruses or otherwise impact
Customer and/or Authorized End Users’ computers. NPVISION does not assume any responsibility
or liability for the actions, products, services, materials and content of the same or of any third
parties, including without limitation any Sponsor. If Customer or any Authorized End User chooses
to link to or use a third-party website, Customer and such Authorized End User should carefully
review such third party’s privacy statement and other terms and conditions of use. Each Sponsor
may, but is not otherwise obligated to, require Customer or an Authorized End User to agree to
certain additional requirements, terms and conditions (the “Sponsor Requirements”). Such Sponsor
Requirements shall be determined solely by the applicable Sponsor. Customer and each Authorized
End User are expected to comply fully with all corresponding Sponsor Requirements in the event
Customer or any Authorized End User elects to receive any products, services or materials from or
through a Sponsor; provided that in the event of any conflict or inconsistency between these Terms,
any NPVISION Policies and any Order, on one hand, and any Sponsor Requirements, on the other
hand, these Terms, the NPVISION Policies and the Order shall govern and take precedence. In no
event and under no circumstance shall NPVISION or any below-defined NPVISION Party be
responsible or liable to any Customer, Authorized End User or Sponsor, or to any third party, for or
in relation to any Customer, Authorized End User or Sponsor’s compliance with any Sponsor
Requirements, it being understood, acknowledged and agreed that any recourse of Customer or any
Authorized User, on one hand, or any Sponsor, on the other hand, in relation to the same shall be

solely against one another, and Customer shall indemnify and hold harmless NPVISION, all below-
defined NPVISION Parties and all NPVISION Subs in relation to the same, as set forth in Section

11, below. By using the Site(s) to search for or link to any third-party site, Customer agrees and
understands that Customer may not make any claim against NPVISION or any of the NPVISION
Parties for any damages or losses, whatsoever, resulting from Customer’s use of or access to the
Site(s) to obtain search results or to link to any third-party site.
5. Disclaimer Policy. At all relevant times, the Site(s), Programs, Subscriptions and
NPVISION Materials, and each of them, shall be subject to each and every disclaimer set forth in
NPVISION’s Disclaimer Policy, and upon each Order, and as a condition precedent to NPVISION’s
acceptance and fulfillment thereof, and prior to Customer’s access to each Program and any
NPVISION Materials, and as a condition precedent to Customer’s entitlement thereto, NPVISION,
in its sole and absolute discretion, may but is not necessarily obligated to require Customer to review
and click acceptance of NPVISION’s Disclaimer Policy and/or certain disclaimers set forth therein;

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provided that such Disclaimer Policy and disclaimers set forth therein shall apply in any event and
under any circumstances, and NPVISION’s failure to prompt Customer to review and click
acceptance thereof in any given instances shall not be construed as waiving, limiting, diminishing,
impairing, qualifying or otherwise adversely affecting such Disclaimer Policy and disclaimers set
forth therein or the operation and application of the same.
6. Compensation.
a. Payment in Accordance With Orders. Together with each Order, Customer shall pay
immediately for the corresponding Programs, Subscriptions and NPVISION Materials through the
payment method (credit card, on-line wallet or on-line payment system) entered through the
Customer Account, and Customer shall be obligated to provide further payments through the same
method on the dame day of each subsequent month for charges accrued during the previous month,
or in the alternative payment shall be made to NPVISION in the amount and manner set forth in the
corresponding Order; provided that with respect to any Subscription, Customer hereby understands,
acknowledges and agrees that such Subscription shall renew automatically on a monthly basis,
Customer shall be charged automatically for each subsequent month, and Customer hereby
authorizes NPVISION to charge the Customer Account and credit card or payment method on file
automatically for each such month up to and including the month in which Customer provides
written notice to NPVISION of Customer’s election to terminate the Subscription commencing with
the following month; and provided, further, that an Order, at NPVISION’s sole and absolute
discretion, may require a minimum number of months a Subscription must be maintained, in which
event Customer may not elect to terminate such Subscription, even by advanced written notice,
unless and until Customer has paid NPVISION the monthly compensation for such Subscription for
the minimum number of months required in the Order. Except as set forth in a corresponding Order,
all sales are final and not subject to any refunds or replacements.
b. Effect of Payment. Except as expressly otherwise provided in these Terms, any
payment by Customer to NPVISION under these Terms and a corresponding Order shall operate as a
release of any claims, which Customer may be entitled to make in relation to the Programs and
NPVISION Materials, and each of them, that are covered by such payment.
7. Independent Contractor. No relationship of employment is created by these Terms, it being
understood that in agreeing to these Terms and providing Programs, Subscriptions and NPVISION
Materials hereunder, NPVISION is at all times acting and performing solely as an independent
contractor. Neither NPVISION nor Customer is authorized to be the agent or legal representative of
the other for any purpose whatsoever. Neither NPVISION nor Customer shall have the authority or
power to make any commitments of any responsibility expressed or implied in the name of the other
or to assume or create any obligation or shall be liable for any acts or omissions of the other. All
employment, insurance and tax matters and filings shall be handled accordingly.
8. Confidentiality and Intellectual Property. In connection with these Terms and each of the
Orders, and Customer and Authorized End Users’ access to and use and utilization of the Site(s), and
order of and purchase, use and utilization of the Programs, Subscriptions and NPVISION Materials
as set forth in these Terms and the NPVISION Policies and in each Order, NPVISION might provide,

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and Customer and/or Authorized End Users might receive, certain confidential and proprietary
information concerning one or more businesses, projects, products, materials, undertakings and/or
services of NPVISION related to the Subject Matter, or any of it (collectively, the “NPVISION
Proprietary Items”), which NPVISION deems to be highly proprietary and valuable.
a. Scope of Confidentiality Protection. For the purpose of this Section 8, “NPVISION
Confidential Information” shall include all information, whether written or oral, that is prepared,
uniquely known and/or provided by NPVISION, any member of NPVISION (including without
limitation Carmen Kosicek), and/or any affiliate, parent, subsidiary, principal, member, officer,
director, employee, agent, representative (including without limitation the NPVISION Subs, and
each of them, subject to the remaining requirements of these Terms as pertains to such NPVISION
Subs and the limitation of NPVISION’s responsibility and liability therefor), predecessor, successor
or assign of any of them, in each event excluding Customer or any Customer Party defined below
(collectively, the “NPVISION Parties”, and each an “NPVISION Party”), including without
limitation that related to prospective development of the NPVISION Proprietary Items, or any of
them, descriptions, compositions and features of the NPVISION Proprietary Items, or any of them,
operational, logistical, financial, physical, legal and other practical requirements for the NPVISION
Proprietary Items, or any of them, expected financial gains to be realized from the NPVISION
Proprietary Items, or any of them, identities of parties potentially involved with the NPVISION
Proprietary Items, or any of them, including without limitation actual and prospective
manufacturers, compounders, suppliers, vendors, contractors, consultants, distributors, and other
business partners of NPVISION related to the NPVISION Proprietary Items, or any of them,
prospective impacts of the NPVISION Proprietary Items, or any of them, and other information
related to the NPVISION Proprietary Items, or any of them, or NPVISION’s ongoing or prospective
involvement with the NPVISION Proprietary Items, or any of them, which is not readily available
to the public. For the purpose of this Section 8, “NPVISION Confidential Information” shall also
mean the following: (i) the contents of these Terms and the NPVISION Policies and other documents
incorporated herein and integrated herewith by reference, with the understanding that the existence
of these Terms and Customer’s general obligation of confidentiality under this Section 8 may and
should be disclosed to all third parties who seek or might receive any NPVISION Confidential
Information; (ii) all terms, conditions and features related to Customer’s purchase, payment for and
acquisition of the Programs, Subscriptions and NPVISION Materials, or any of them, as set forth in
these Terms and the NPVISION Policies and in any Order; (iii) all NPVISION Intellectual Property,
as defined in Section 8(b), below; (iv) non-public information related to any and all NPVISION
Proprietary Items developed, performed or generated by or for the benefit of NPVISION or any of
the NPVISION Parties; and (v) proprietary information relating to the business, operations,
methodologies, technologies, personnel, vendors, financial condition or procedures of NPVISION
or any of the NPVISION Parties, which is not generally known to the public, and which under all
of the circumstances ought reasonably to be treated as confidential and/or proprietary. NPVISION
Confidential Information shall include any information, whether or not labeled “confidential”, that
by its nature could be deemed to be confidential, sensitive, privileged and/or proprietary information
of NPVISION or any of the NPVISION Parties. Customer shall disclose NPVISION Confidential
Information solely as necessary to consider, order, purchase, pay for, receive, use and receive the
benefit of the Programs, Subscriptions and NPVISION Materials, each as set forth in these Terms
and the NPVISION Policies and in any applicable Order, and Customer shall consider and utilize

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NPVISION Confidential Information solely for such purposes. NPVISION Confidential
Information may be disclosed orally, visually, and in written form (including but not limited to
electronic or other media).
b. NPVISION Intellectual Property. All intellectual property rights in any way related
to any NPVISION Confidential Information provided by or through NPVISION or any of the
NPVISION Parties to Customer is hereby acknowledged to remain in the exclusive possession of
NPVISION, the applicable NPVISION Party, or the applicable licensor thereof (each, an
“NPVISION Licensor”), as appropriate, and any rights to or interests in such Intellectual Property,
or any permutation or derivation thereof, or any improvement thereto, are hereby fully disclaimed,
waived and renounced by Customer in favor of NPVISION, the applicable NPVISION Party, or the
applicable NPVISION Licensor, as appropriate. For the purposes of this Section 8(b), “NPVISION
Intellectual Property” means all intellectual property owned, licensed (as licensee) or otherwise
used by NPVISION and/or any of the NPVISION Parties, arising from or in respect of, or that might
arise from or relate to, the following, whether protected, created or arising under the laws of the
United States or any other jurisdiction, whether or not registered with any governmental authority,
each as pertains to the Programs, Subscriptions, NPVISION Materials, Site Content and NPVISION
Proprietary Items, or any of them: (i) all patents and applications therefor, including continuations,
divisionals, continuations-in-part, reexaminations, or reissues of patent applications and patents
issuing thereon (collectively, “Patents”); (ii) all trademarks (registered or common law marks),
service marks, trade names, service names, brand names, trade dress rights, logos, icons, domain
names, Internet URL addresses, corporate names and general intangibles of a like nature, together
with the goodwill associated with any of the foregoing, and all applications, registrations and
renewals thereof (collectively, “Marks”); (iii) all copyrights and registrations and applications
therefor, works of authorship (including without limitation the NPVISION Materials, and each of
them) and mask work rights (collectively, “Copyrights”); (iv) all discoveries, concepts, ideas,
research and development, know-how, formulae, inventions, compositions, manufacturing and
production processes and techniques, technical data, data compilations, text information and
materials, graphics, images, sound clips, video clips, page layouts, procedures, designs, drawings,
specifications, databases, and other proprietary and confidential information, including without that
contained in the NPVISION Materials, as well as identification of manufacturers, compounders,
distributors, equipment, vendors, products, customers or suppliers, software and hardware
information, pricing and cost information, and business and marketing plans and proposals of
NPVISION and/or any of the NPVISION Parties, in each case excluding any rights in respect of any
of the foregoing that comprise or are protected by Marks, Copyrights or Patents; (v) all software,
including all source code and open source code, and all related documentation; (vi) all artwork,
designs, images, photographs or other content displayed, illustrated or otherwise used on or in
connection with NPVISION’s websites, or any websites of any of the NPVISION Parties, or
otherwise used in connection with NPVISION or any NPVISION Proprietary Items; and (vii) all
other technology and know-how uniquely in the possession of NPVISION and/or any of the
NPVISION Parties.
c. Restrictions Regarding NPVISION Intellectual Property. Neither Customer, nor any
affiliate, parent, subsidiary, principal, officer, director, employee, agent, representative, predecessor,
successor, assign (including without limitation Customer’s Authorized End Users, and each of

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them), legal or financial advisor, contractor or consultant of Customer, in any event excluding
NPVISION, an applicable NPVISION Party or an applicable NPVISION Licensor (collectively, the
“Customer Parties”, and each a “Customer Party”), may apply for a right in any NPVISION
Intellectual Property, or use or utilize any NPVISION Intellectual Property for any purpose other
than that provided under Section 4(c)(v) and Section 8(a), above, except upon the express written
consent of an actually authorized representative of NPVISION in NPVISION’s sole and absolute
discretion, whether or not any NPVISION Intellectual Property has been issued, registered, or in
any other way afforded any rights by the United States Patent and Trademark Office, the United
States Copyright Office, or other similar administrative agency. To the extent Customer or any
Customer Party may claim any rights, direct, derivative or otherwise, related to any NPVISION
Intellectual Property, Customer hereby disclaims, and shall cause each Customer Party to disclaim,
such rights; and Customer hereby assigns, and shall cause each Customer Party to assign, such rights
to NPVISION. Customer agrees to execute and to cause each Customer Party to execute, and in the
alternative hereby grants to NPVISION, and shall cause each Customer Party to grant to NPVISION,
power of attorney to execute and record in Customer’s stead, and in each Customer Party’s stead as
applicable, any and all documentation, including without limitation disclaimers and assignments of
NPVISION Intellectual Property rights, as necessary to document publicly, legally, and officially
the exclusive ownership of all NPVISION Intellectual Property by NPVISION, the applicable
NPVISION Party, or the applicable NPVISION Licensor, as appropriate. Neither Customer, nor any
third party, may market, utilize, reuse or redistribute any NPVISION Intellectual Property, except
as authorized hereunder or except as approved in writing by an actually authorized representative of
NPVISION. Except as expressly provided in Section 4(c)(v) and Section 8(a), above, no license or
other right of any kind in any NPVISION Intellectual Property is granted or otherwise provided to
Customer, to any Customer Party or to any third-party in relation to these Terms or Customer’s
purchase, payment for or acquisition of the Programs, Subscriptions and NPVISION Materials, or
any of them. Neither Customer nor any Customer Party may frame or utilize any framing techniques
to enclose any NPVISION Intellectual Property or NPVISION Confidential Information. Neither
Customer nor any Customer Party may use any metatags or other hidden text utilizing NPVISION
Intellectual Property.
d. Restrictions Regarding Disclosure of NPVISION Confidential Information to Third
Parties. Customer shall, and shall cause each Customer Party to, hold NPVISION Confidential
Information, whether delivered before or after the date hereof, in strict confidence and shall refrain
from and cause each Customer Party to refrain from: (i) providing, copying, disclosing, divulging
or otherwise making available any NPVISION Confidential Information to any other person or
entity without the prior written consent of an actually authorized representative of NPVISION, in
NPVISION’s sole discretion; and (ii) removing or permitting to be removed from such NPVISION
Confidential Information any notice indicating the confidential nature of, or NPVISION’s
proprietary right in and to the NPVISION Confidential Information. Customer shall, and shall cause
each Customer Party to, exercise at least the same degree of care and protection with respect to
NPVISION Confidential Information that Customer or such Customer Party, as applicable, would
exercise with respect to Customer’s (or such Customer Party’s) own confidential, sensitive,
privileged and/or proprietary information, which in no event shall be less than the highest level of
care for the industry. Customer shall, and shall cause each Customer Party to, take all precautions
necessary to ensure that NPVISION Confidential Information shall not be, or permitted to be,

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shown, copied or disclosed to other parties, except as expressly provided in this Section 8. In the
event of written consent to disclose Confidential Information to any other party, including without
limitation Customer Personnel, Customer shall, and shall cause each Customer Party to, advise that
other party of his/her/its obligations with respect to the NPVISION Confidential Information, and
have that party acknowledge in writing that the terms and conditions of this Section 8 may be directly
enforced by NPVISION against him/her/it as a condition to such disclosure. Customer or the
Customer Party, as applicable, shall provide an original of such written acknowledgment to
NPVISION, if so requested by NPVISION. In any event, Customer or such Customer Party, as
applicable, shall disclose the NPVISION Confidential Information to the other only as necessary for
the purposes authorized in writing by an actually authorized representative of NPVISION. In
addition, Customer or such Customer Party, as applicable, shall ensure that confidentiality notices
are included on copies of NPVISION Confidential Information so provided and shall account for
the return or destruction of the NPVISION Confidential Information and all reproductions thereof,
if so requested by NPVISION. NPVISION hereby consents to the disclosure of NPVISION
Confidential Information by Customer to any Customer Party solely for the purposes set forth in
Section 4(c)(v) and Section 8(a), above, and expressly subject to the remaining requirements of this
Section 8.
e. Exception for Customer Content. Any proprietary Customer Content that is collected
or generated through use or utilization of the Site(s), Programs, Subscriptions and NPVISION
Materials, or any of them, shall be deemed confidential information of Customer, which Customer
may freely use and disclose as Customer sees fit. Customer shall be solely responsible for the
accuracy, quality, integrity, reliability, appropriateness, legality and intellectual property ownership
or right to use all of the Customer Content, and Customer shall have indemnity obligations to
NPVISION therefor and in relation thereto as provided in Section 11, below. Customer represents
and warrants that (i) Customer has the appropriate authority, license or other rights to use and
disclose all such Customer Content and to provide such Customer Content as contemplated in these
Terms; (ii) Customer has and will maintain all rights, consents and approvals required to grant to
NPVISION the rights to access, use, adapt, display and modify Customer Content in accordance
with this Section 8(e) and will upon NPVISION’s request provide proof of the same; and (iii)
Customer shall not knowingly infringe upon the intellectual or other proprietary rights of any third
party. Customer hereby grants to NPVISION a nonexclusive, irrevocable, transferable, perpetual,
worldwide, royalty-free and fully paid-up license to access, use, adapt, display and modify any and
all Customer Content that is collected or generated through use and utilization of the Site(s),
Programs, Subscriptions and NPVISION Materials, or any of them, for any legal purpose, including
without limitation to provide NPVISION’s Programs, Subscriptions, and NPVISION Materials and
perform NPVISION’s other obligations under these Terms, to enforce these Terms, to analyze,
transfer and use such Customer Content in an aggregated form, from which all personally
identifiable information has been removed, for purposes of benchmarking system performance,
preparing statistics, system metrics and other purposes, and to market the Site(s), Programs,
Subscriptions and NPVISION Materials and NPVISION’s other programs, subscription features
materials and services and any products and endeavors of NPVISION, as well as the right to
sublicense such rights to any holding provider and other third parties as necessary for NPVISION
to do so or as may be reasonably necessary or appropriate in connection with the operation,
maintenance, repair, updating, development, improvement or other activities of and through the

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Site(s), marketing, manufacturing, distribution and sales of programs, subscription packages and
materials and performance of services, functions and endeavors by NPVISION. In addition, in
certain circumstances (for example, if Customer wishes to purchase any Programs, Subscriptions or
NPVISION Materials on credit), Customer hereby authorizes NPVISION to pass Customer Content
on to credit reference agencies, which agencies are bound by the Data Protection Act of 1998 and
are expected to use and hold Customer Content accordingly.
f. Ownership of NPVISION Confidential Information. Subject to the licenses set forth
in Section 4(c)(v) and Section 8(a), above, all NPVISION Confidential Information, including
without limitation reproductions thereof, shall be deemed to be and remain the exclusive property
of all NPVISION (or the applicable NPVISION Party or NPVISION Licensor, as appropriate), and
no ownership rights of any kind in and to any all NPVISION Confidential Information are
transferred hereby, hereunder or in connection herewith to Customer, any Customer Party or any
third party. Customer acknowledges that Customer does not acquire any such ownership rights by
accessing and utilizing copyrighted material or otherwise using the Site(s), Programs, Subscriptions,
and NPVISION Materials, or any of them. All rights are reserved.
g. Other Exceptions to Confidentiality. The foregoing obligations of confidentiality
shall not apply to any NPVISION Confidential Information, which: (i) is or becomes available to
the public through no act or omission of Customer, any Customer Party or any party in violation of
the terms and conditions of this Section 8 or any other confidentiality or non-disclosure agreement;
(ii) was already known by Customer at the time of the disclosure by NPVISION, as evidenced by
Customer’s written records existing prior to the date of NPVISION’s disclosure; (iii) is lawfully
obtained from a person or entity other than NPVISION or Customer without any obligation of
confidentiality or non-disclosure; (iv) is approved for release by NPVISION’s written authorization,
but only to the extent of such authorization and subject to the further requirements set forth in
Section 8(d), above; (v) is required by law or regulation to be disclosed to any person, but only: (A)
to the extent and for the purposes of such required disclosure and (B) after first giving NPVISION
reasonable notice of such required disclosure and reasonable opportunity to contest such required
disclosure; (vi) is disclosed in response to a valid order of a court or other governmental body or
any political subdivisions thereof, but only to the extent of and for the purposes of such order, and
only if Customer first promptly notifies NPVISION of the order and permits NPVISION to seek an
appropriate protective order; or (vii) is developed independently by or for Customer by personnel
not having access to any NPVISION Confidential Information.
h. Reverse Engineering / Independent Development. Notwithstanding any other
provision of this Section 8 or these Terms, Customer shall not (and Customer shall not use any third
party to), and Customer shall cause each Customer Party not to (and not to use any third party to)
reverse engineer, decompile, disassemble, or otherwise attempt to discern the design, structure,
internal workings, or other technology incorporated in any NPVISION Confidential Information.
i. Restrictive Covenant. In consideration of any NPVISION Confidential Information,
which Customer or any Customer Party will receive or have access to, in connection with the Site(s),
Programs, Subscriptions, NPVISION Materials and NPVISION Proprietary Items, Customer shall
not, and Customer shall cause each Customer Party not to, use or utilize any NPVISION

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Confidential Information to: (i) directly or indirectly sell to, solicit or divert, or attempt to sell to,
solicit or divert any customer, client or business affiliate of NPVISION for the purpose of or with
the result of (A) competing with NPVISION with respect to the Site(s), Programs, Subscriptions,
NPVISION Materials and NPVISION Proprietary Items, or any of them, or any similar programs,
products, subscription features, services or endeavors, (B) altering, modifying, diverting or
precluding the development of any NPVISION business relationship involving the Site(s),
Programs, Subscriptions, NPVISION Materials and NPVISION Proprietary Items, or any of them,
or any similar programs, products, subscription features, services or endeavors, or (C) otherwise
interfering with business transacted with NPVISION with respect to the Site(s), Programs,
Subscriptions, NPVISION Materials and NPVISION Proprietary Items, or any of them, or any
similar programs, products, subscription features, services or endeavors; or (ii) directly or indirectly
solicit or attempt to solicit, encourage, induce or entice NPVISION’s employees, contractors,
suppliers or consultants to terminate or modify their employment, engagement or business
relationship with NPVISION with respect to the Site(s), Programs, Subscriptions, NPVISION
Materials and NPVISION Proprietary Items, or any of them, or any similar programs, products,
subscription features, services or endeavors.
j. Obligation to Notify and Assist. Customer agrees to immediately notify NPVISION
of any unauthorized use or disclosure of any NPVISION Confidential Information related to
Customer or any Customer Party’s possession of such NPVISION Confidential Information or any
other breach of this Section 8 and these Terms, and Customer agrees to cooperate in every reasonable
way to help NPVISION regain possession of any misused or mis-disclosed NPVISION Confidential
Information and prevent (or limit to the extent possible) its further unauthorized use or disclosure.
k. No Warranty. Except as clearly and expressly provided in this Section 8(k) and in
Section 9, below, all NPVISION Confidential Information is provided “as-is, where-is”. NPVISION
makes no warranty, express or implied, regarding the timeliness, accuracy, performance or
completeness of any NPVISION Confidential Information, except to the extent NPVISION actually
knows of or actually discovers any inaccuracies, errors or omissions in such information, in which
event NPVISION hereby warrants that it will promptly either correct or complete such information
or report comprehensively and fully all inaccuracies, errors and omissions in such information.
l. Injunctive Relief. Customer recognizes and agrees that a breach of any of the
provisions of this Section 8 will constitute immediate and irreparable harm to NPVISION’s valuable
business relations, for which damages cannot be readily calculated and for which damages and other
remedies at law constitute an inadequate remedy. In the event that Customer or any Customer Party
attempts or threatens to violate any obligations under this Section 8, NPVISION shall have, in
addition to any other remedies available to it, the right to injunctive relief enjoining any further
breaches by Customer or such Customer Party, as the case may be, and notwithstanding the
provisions of Section 13 and Section 14, below, NPVISION shall be entitled to seek such relief in
any court of competent jurisdiction in Pima County, Arizona, without the need to prove damages.
Customer hereby consents to the personal jurisdiction of such courts for such purpose and agrees
that in the event such relief is granted, Customer shall also pay NPVISION’s reasonable attorney’s
fees in connection with the same.

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9. Limited Warranty and Disclaimers.
a. Limited Warranty – Site(s). NPVISION warrants that, during the term of the
Agreement, NPVISION will use reasonable efforts to operate and maintain, or cause one or more
NPVISION Subs to operate and maintain, the Site(s) in good working order to the extent reasonably
practicable, and all information provided directly by NPVISION or the NPVISION Subs through
the Site(s) will be accurate to the best of NPVISION’s actual knowledge.
b. Limited Warranty – Programs, Subscriptions and NPVISION Materials. NPVISION
WILL ENDEAVOR REASONABLY TO PROVIDE AND MAKE AVAILABLE THE
PROGRAMS, SUBSCRIPTIONS AND NPVISION MATERIALS WITH REASONABLE SKILL
AND CARE AND IN ACCORDANCE WITH INDUSTRY STANDARD PRACTICE.
OTHERWISE, THE PROGRAMS, SUBSCRIPTIONS AND NPVISION MATERIALS, AND
EACH OF THEM, MIGHT BUT ARE NOT OTHERWISE REQUIRED TO BE SUBJECT TO
CERTAIN LIMITED WARRANTIES SOLELY AS SET FORTH IN THE CORRESPONDING
ORDER. TO THE EXTENT ANY SUCH WARRANTY HAS BEEN PROVIDED BY A THIRD
PARTY TO NPVISION OR FOR THE BENEFIT OF CUSTOMER, THEN UPON NPVISION’S
ACCEPTANCE AND CONFIRMATION OF AN ORDER, NPVISION ASSIGNS SUCH
LIMITED WARRANTIES TO CUSTOMER AS APPLICABLE TO CUSTOMER AND THE
CORRESPONDING MATERIALS AND SERVICES, IN ACCORDANCE WITH AND AS SET
FORTH IN THESE TERMS AND ANY APPLICABLE ORDER. CUSTOMER UNDERSTANDS,
ACKNOWLEDGES AND AGREES THAT IF ANY EVENTS OR CIRCUMSTANCES GIVE
RISE TO ANY CLAIMS IN RELATION TO ANY SUCH LIMITED WARRANTIES FROM ANY
THIRD PARTY, CUSTOMER’S SOLE RECOURSE SHALL BE AGAINST THE THIRD
PARTY PROVIDING SUCH WARRANTIES, WITH CUSTOMER BEING AN ASSIGNEE OF
NPVISION TO THE EXTENT NOT PROHIBITED UNDER THE APPLICABLE AGREEMENT
BETWEEN NPVISION AND SUCH THIRD PARTY, AND THAT IN NO EVENT AND UNDER
NO CIRCUMSTANCES SHALL NPVISION BE HELD LIABLE OR RESPONSIBLE FOR ANY
SUCH WARRANTIES. NPVISION’S RESPONSIBILITY AND LIABILITY SHALL BE
LIMITED TO THE REQUIREMENTS EXPRESSLY SET FORTH IN THESE TERMS AND THE
APPLICABLE ORDER.
c. Exceptions to Limited Warranties. Notwithstanding any other provision of these
Terms or any Order, the foregoing warranties and any warranties provided under an Order shall not
apply to the following: (i) any errors or problems caused by any breach of any obligations of
Customer or any of the Authorized End Users under these Terms; (ii) any application, modification
of the Site(s), Programs, Subscriptions and NPVISION Materials, or any of them, in any way other
than as expressly provided in these Terms; (iii) any improper use of the Site(s), Programs,
Subscriptions and NPVISION Materials, or any of them; (iv) any use of the Site(s), Programs,
Subscriptions and NPVISION Materials, or any of them, except as expressly provided for in these
Terms and the accepted and confirmed Orders; (v) any errors or problems in Customer data,
including without limitation Customer Content, impacting the Site(s), Programs, Subscriptions and
NPVISION Materials, or any of them, or performance or effectiveness thereof; (vi) any failure by
Customer or any of Customer’s Authorized End Users to maintain and provide any necessary
operating environment or equipment in which Customer and/or any Authorized End Users use,

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access, apply or utilize the Site(s), Programs, Subscriptions and NPVISION Materials, or any of
them, including without limitation any ISP equipment failure, host equipment failure,
communications network failure or power failure or outage; (vii) any errors caused by third-party
software or hardware (other than that originated by an NPVISION Sub, for which NPVISION
assigns any warranties provided by the NPVISION Sub in connection therewith as Customer’s sole
and exclusive remedy, and for which Customer’s sole recourse shall be against such NPVISION
Sub and not in any event or under any circumstance against NPVISION) or the configuration of
such items as they relate to such access, utilization or application; (viii) any interruptions in access
to the Site(s) or other downtime attributable to any Internet provider of Customer or any Authorized
End Users; or (ix) any matters for which Customer is expressly declared to be responsible and liable,
or for which NPVISION is expressly declared not to be responsible or liable, under these Terms or
any NPVISION Policy incorporated herein and integrated herewith by reference, including without
limitation NPVISION’s Disclaimer Policy.
d. Warranty Disclaimers. NOTWITHSTANDING ANYTHING IN THESE TERMS
TO THE CONTRARY, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8(k), SECTION
9(a) AND SECTION 9(b), ABOVE, AND SUBJECT TO SECTION 9(c), ABOVE, NPVISION
DOES NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES WITH RESPECT
TO THE SITE(S), SITE CONTENT, PROGRAMS, SUBSCRIPTIONS, AND NPVISION
MATERIALS, OR ANY OF THEM, OR ANY OTHER SERVICES, MATERIALS, PROGRAMS,
SUBSCRIPTION PACKAGES, FEATURES OR DATA PROVIDED BY OR THROUGH
NPVISION. THE LIMITED WARRANTIES SET FORTH HEREIN IN SECTION 8(k), SECTION
9(a) AND SECTION 9(b) ARE EXCLUSIVE AND IN LIEU OF, AND CUSTOMER HEREBY
DISCLAIMS AND WAIVES, ALL OTHER REPRESENTATIONS AND WARRANTIES OF
NPVISION AND ALL NPVISION PARTIES, EXPRESS AND IMPLIED, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF ANY THIRD
PARTY RIGHTS OR ANY RIGHTS OF CUSTOMER. THE SITE(S), SITE CONTENT,
PROGRAMS, SUBSCRIPTIONS AND NPVISION MATERIALS, AND EACH OF THEM, AND
ALL OTHER SERVICES, MATERIALS, PROGRAMS, SUBSCRIPTION PACKAGES,
FEATURES AND DATA PROVIDED BY OR THROUGH NPVISION ARE OTHERWISE
DONE SO BY AND THROUGH NPVISION AND TO CUSTOMER STRICTLY ON AN “AS IS,
AS AVAILABLE, WHERE IS” BASIS. WITHOUT LIMITING THE FOREGOING, EXCEPT AS
EXPRESSLY WARRANTED BY NPVISION IN SECTION 8(k), SECTION 9(a) AND SECTION
9(b), ABOVE, AND SUBJECT TO SECTION 9(c), ABOVE, NPVISION AND ITS LICENSORS
DO NOT WARRANT THAT THE SITE(S), SITE CONTENT, PROGRAMS, SUBSCRIPTIONS
AND NPVISION MATERIALS, OR ANY OF THEM, OR ANY OTHER MATERIALS OR
ITEMS OBTAINED BY CUSTOMER OR ANY AUTHORIZED END USERS AT OR
THROUGH THE SITE(S), SITE CONTENT, PROGRAMS, SUBSCRIPTIONS AND NPVISION
MATERIALS, OR ANY OF THEM, OR ANY OTHER SERVICES, MATERIALS, PROGRAMS,
SUBSCRIPTION PACKAGES, FEATURES OR DATA PROVIDED BY OR THROUGH
NPVISION, OR ANY USE OR OPERATION THEREOF: (i) WILL MEET THE
REQUIREMENTS OR EXPECTATIONS OF CUSTOMER OR ANY AUTHORIZED END
USERS; (ii) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (iii) WILL
OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM,

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EQUIPMENT OR DATA; (iv) WILL OPERATE IN THE COMBINATIONS THAT CUSTOMER
OR ANY AUTHORIZED END USERS MAY SELECT FOR USE, OR THAT ALL ERRORS
THEREIN WILL BE CORRECTED; (v) ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS; OR (vi) WILL GENERATE DATA OR OTHER RESULTS THAT ARE
COMPLETE OR USEFUL FOR CUSTOMER’S PURPOSES. IT IS THE RESPONSIBILITY OF
CUSTOMER TO EVALUATE THE COMPLETENESS OR USEFULNESS OF ALL
PROGRAMS, SUBSCRIPTIONS AND NPVISION MATERIALS, AND ALL DATA AND
MATERIALS GENERATED BY OR THROUGH THE USE OF THE SITE(S) FOR
CUSTOMER’S PURPOSES. CUSTOMER AGREES THAT NO INCONSISTENT STATEMENT
MADE BY A REPRESENTATIVE OR OTHER EMPLOYEE OR AGENT OF NPVISION OR
ANY NPVISION SUB WITH RESPECT TO A REPRESENTATION, WARRANTY OR OTHER
PROVISION OF THESE TERMS OR WITH RESPECT TO THE SITE(S), SITE CONTENT,
PROGRAMS, SUBSCRIPTIONS AND NPVISION MATERIALS, OR ANY OF THEM, OR ANY
OTHER SERVICES, MATERIALS, PROGRAMS, SUBSCRIPTION PACKAGES, FEATURES
OR DATA PROVIDED BY OR THROUGH NPVISION, SHALL SUPERCEDE THESE TERMS,
AND SPECIFICALLY THE DISCLAIMERS PROVIDED IN THIS SECTION 9(d), WHICH
SHALL GOVERN AND TAKE PRECEDENCE IN THE EVENT OF ANY CONFLICT,
AMBIGUITY OR QUESTION OF INTERPRETATION. CUSTOMER FURTHER
ACKNOWLEDGES AND AGREES THAT NPVISION EXERCISES NO CONTROL OVER,
AND ACCEPTS NO RESPONSIBILITY FOR, CUSTOMER’S COMPLIANCE WITH ANY
LAW OR REGULATION APPLICABLE TO CUSTOMER OR THOSE AUTHORIZED BY
CUSTOMER TO USE OR UTILIZE THE SITE(S), PROGRAMS, SUBSCRIPTIONS AND
NPVISION MATERIALS, OR ANY OF THEM.
10. Limitation of Liability.
a. Limitations and Exclusions. IN NO EVENT SHALL NPVISION BE LIABLE TO
CUSTOMER, ANY AUTHORIZED END USER, OR ANY OTHER PARTY FOR LOST
PROFITS, LOST BUSINESS, LOST DATA, OR ANY OTHER INDIRECT, SPECIAL,
INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING
WITHOUT LIMITATION BUSINESS INTERRUPTION OR LOSS OF PRODUCTION) FOR
ANY CLAIM IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH OR IN ANY
MANNER RELATED TO THESE TERMS, THE SITE(S), THE PROGRAMS, THE
SUBSCRIPTIONS AND THE NPVISION MATERIALS, OR ANY OF THEM, WHETHER
BASED ON CONTRACT (INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY)
OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, EXCEPT WHERE NPVISION’S ACTS AND
OMISSIONS HAVE CONSTITUTED RECKLESSNESS, WILLFUL MISCONDUCT OR
INTENTIONAL WRONGDOING. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
THESE TERMS OR ANY ACCEPTED AND CONFIRMED ORDERS, IN NO EVENT SHALL
NPVISION BE RESPONSIBLE OR LIABLE FOR (i) ANY CORRUPTION, DAMAGE, LOSS
OR MISTRANSMISSION OF DATA; (ii) THE SECURITY OF DATA DURING
TRANSMISSION VIA ANY INTERNAL NETWORKS OR EQUIPMENT OF CUSTOMER OR
ANY OF THE AUTHORIZED END USERS OR VIA PUBLIC TELECOMMUNICATIONS
MEDIA OR FACILITIES; (iii) HARDWARE, SOFTWARE, OR OTHER ITEMS OWNED BY

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CUSTOMER OR ANY AUTHORIZED END USERS OR THAT ARE THE PROPERTY OF A
THIRD PARTY THAT IS NOT AN NPVISION SUB; OR (iv) ANY OTHER MATTERS OR
ITEMS FOR WHICH CUSTOMER IS EXPRESSLY MADE RESPONSIBLE, OR FOR WHICH
NPVISION IS EXPRESSLY DECLARED NOT TO BE RESPONSIBLE, UNDER THESE
TERMS. CUSTOMER IS RESPONSIBLE FOR DETERMINING WHETHER THE SITE(S),
PROGRAMS, SUBSCRIPTIONS AND NPVISION MATERIALS, AND EACH OF THEM, ARE
SUITABLE FOR THE INTENDED USES OF CUSTOMER AND CUSTOMER’S AUTHORIZED
END USERS. CUSTOMER UNDERSTANDS THAT USEAGE OF THE SITE(S) MAY NOT BE
UNINTERRUPTED AND ERROR-FREE. IF CUSTOMER OR ANY OF THE AUTHORIZED
END USERS IS A CALIFORNIA RESIDENT, THEN BY ACCEPTING THESE TERMS
CUSTOMER IS WAIVING CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES “A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
b. Maximum Aggregate Liability. EXCEPT WHERE NPVISION’S ACTS AND
OMISSIONS HAVE CONSTITUTED RECKLESSNESS, WILLFUL MISCONDUCT OR
INTENTIONAL WRONGDOING, THE TOTAL AGGREGATE LIABILITY OF NPVISION
UNDER OR IN RELATION TO THESE TERMS, AND THE SITE(S), SITE CONTENT,
PROGRAMS, SUBSCRIPTIONS AND NPVISION MATERIALS, OR ANY OF THEM, OR ANY
OTHER MATERIALS, ITEMS, SUBSCRIPTION PACKAGES AND FEATURES PROVIDED
BY OR THROUGH NPVISION, OR ANY OTHER MATTER COVERED BY THESE TERMS,
REGARDLESS OF THE FORM OF ACTION, WHETHER ARISING OUT OF BREACH OF
CONTRACT (INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY) OR TORT
(INCLUDING BUT NOT LIMITED TO NEGLIGENCE, STRICT LIABILITY OR
OTHERWISE), SHALL IN NO EVENT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID
TO DATE BY CUSTOMER UNDER AND IN RELATION TO THESE TERMS AND THE
APPLICABLE ORDER(S), EACH AS THEY RELATE SOLELY TO THE PROGRAMS,
SUBSCRIPTIONS AND NPVISION MATERIALS AT ISSUE. THE LIMITATIONS OF
LIABILITY UNDER THIS SECTION 10 SHALL APPLY IN ALL EVENTS AND UNDER ALL
CIRCUMSTANCES, WITH THE ONLY EXCEPTION BEING TO THE EXTENT SUCH
LIABILITY CANNOT BE SO LIMITED OR EXCLUDED BY APPLICABLE LAW. IN
JURISDICTIONS WHERE ANY SUCH LIMITATIONS ARE PROHIBITED, THOSE THAT
ARE NOT PROHIBITED SHALL REMAIN IN FULL FORCE AND EFFECT, AND THE
MAXIMUM DAMAGES AND TOTAL AGGREGATE LIABILITY OF NPVISION SHALL NOT
EXCEED THE STATUTORY LIMIT.
c. Acknowledgment. Customer and NPVISION acknowledge that they have reached
agreement on base compensation and other charges set forth in these Terms in reliance on the
disclaimers of warranty and limitations and exclusions of liability set forth in these Terms and that
the same form an essential basis of the bargain between the Customer and NPVISION. Section 9
and Section 10 of these Terms allocate the risks under these Terms between NPVISION, on one
hand, and Customer, on the other, and are viewed by such parties as an integral part of the business
arrangement between them. The pricing and other terms and conditions of these Terms reflect this

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allocation of risk and the limitations specified herein. Each of Customer and NPVISION has a duty
to mitigate the damages and losses that would otherwise be recoverable from the other pursuant to
these Terms (including under any indemnity) by taking appropriate and commercially reasonable
actions to reduce or limit the amount of such damages or losses.
11. Indemnity. Subject to the limitations set forth in Section 9 and Section 10, above, Customer
shall indemnify, defend, protect and hold NPVISION and each of the NPVISION Parties harmless
from and against any and all actions, causes of action, demands, liabilities, losses, damages, injuries,
costs, or expenses, of whatever kind in nature, including attorney's fees and reasonable expenses
incurred in connection with these Terms, to the extent arising or resulting from, caused by or
pertaining to: (a) Customer’s breach or violation of any duties, obligations or responsibilities under
these Terms or under any Order or NPVISION Policies, or any failures by Customer to perform as
required (t)hereunder; (b) the negligence, willful misconduct or otherwise wrongful conduct of
Customer, any Customer Party, or any third party for whom Customer is legally responsible, in
relation to these Terms and the Site(s), Programs, Subscriptions and NPVISION Materials and
Customer’s order, purchase, payment for and acquisition thereof; and (c) any receipt, use or
utilization of the Programs, Subscriptions and NPVISION Materials, or any of them; each except to
the extent the damage or liability is caused by: (A) NPVISION’s breach or violation of any duties,
obligations or responsibilities under these Terms; or (B) NPVISION’s negligence, willful
misconduct or otherwise wrongful conduct. The Parties agree to notify each other immediately upon
the making of any claim or institution of litigation or dispute resolution proceedings giving rise to
any obligation of indemnity under these Terms. Notwithstanding the provisions of this Section 11,
no claim or litigation which is based in whole or in part upon allegations arising from activities
undertaken pursuant to these Terms shall be settled by Customer without the advance written
approval of NPVISION, which approval shall not unreasonably withheld or delayed.
12. Termination. NPVISION or Customer may terminate the Customer Account and any
pending Orders for cause upon written notice if the other breaches or defaults in any of his/her/its
material obligations, duties or responsibilities under these Terms or any applicable Order, and such
breach is not cured within thirty (30) calendar days following receipt of written notice thereof, or in
the event such breach cannot reasonably be cured within such time period, such cure is not
commenced within such thirty (30) calendar day period and diligently continued to completion. In
the event the Customer Account and any pending Orders are terminated, Customer shall provide
payment for all Programs, Subscriptions and NPVISION Materials provided as of the date of the
termination, which may include the remainder of the then-current monthly billing cycle for any
applicable Programs and Subscriptions. Otherwise, any pending Orders or payments on the
Customer Account will be cancelled, and provision and availability of the corresponding Programs,
Subscription features and NPVISION Materials will not commence. Upon termination, Customer’s
and each of the Authorized End Users’ access to the Site(s), Programs, Subscriptions and NPVISION
Materials shall be terminated immediately upon termination of the Customer Account, subject to the
requirements of Section 4(c)(iii), above, and Customer and each of Customer Authorized End Users
shall thereupon have no further ability to access or use the Site(s) or order further Programs,
Subscriptions or NPVISION Materials. Upon such termination, all Customer data, including the
Customer Content, stored within the Site(s) shall be preserved for a limited time and transferred as
set forth in Section 4(c)(iii), above.

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13. Applicable Law. All claims and disputes related to these Terms, the Programs, Subscriptions
and NPVISION Materials, and the transactions contemplated hereunder shall be settled in
accordance with the Dispute Resolution provisions set forth in Section 14 of these Terms.
Interpretation and performance of these Terms shall be in accordance with and pursuant to the
substantive laws of the State of Arizona, without regard to principles of conflicts of laws.
14. Dispute Resolution. Any dispute, controversy or claim that may arise under or in relation
to these Terms, or any Orders, or any NPVISION Policies, or any other documents or terms
incorporated herein or integrated herewith by reference, or any interpretation or enforcement of
these (t)hereof, or any transactions contemplated (t)hereunder, or any of the Programs, Subscriptions
and NPVISION Materials, or any other matters contemplated under these Terms (each, a “Dispute”,
and collectively, “Disputes”) shall be submitted to a mediator located in the Tucson, Arizona
metropolitan area prior to any arbitration or other action. The mediator’s fees and expenses shall be
shared equally by the parties, who agree to exercise their best efforts in good faith to resolve all
disputes in mediation. Mediation begins on the date one party sends written notice to the other
requesting mediation and presenting in the notice the matter to be mediated. The mediation shall
conclude when all parties thereto sign an agreement that resolves the subject of the mediation. If no
agreement is reached within sixty (60) calendar days after the date of the original written notice, the
mediation is considered unsuccessful. In the event any Dispute cannot be settled by the parties
informally or through mediation, the Dispute shall be submitted to binding arbitration before a
mutually agreeable arbitrator in the Tucson, Arizona metropolitan area. In the event the parties
cannot agree on an arbitrator, the presiding judge of the Superior Court of Pima County, Arizona,
shall decide who the arbitrator shall be. The arbitrator shall have the discretion to enter any award
permissible under applicable law, and such award shall be enforceable exclusively in a state or
federal court of competent jurisdiction in Pima County, Arizona. Customer hereby consents to the
personal jurisdiction of such courts located in Pima County, Arizona, for such purpose.
CUSTOMER ALSO HEREBY WAIVES RIGHT TO A JURY TRIAL. Should any arbitration or
other legal proceeding concerning any provision of these Terms or the rights and duties of any person
or entity in relation hereto be commenced among the parties, or should any party institute any
proceeding in a bankruptcy or similar court which has jurisdiction over any party or any or all of
such other party's property, the party or parties prevailing in such arbitration or proceeding shall be
entitled, in addition to such other relief as may be granted, to a reasonable sum for their attorneys’
fees and court costs in such arbitration or proceeding which fees and costs shall be determined by
the arbitrator or court, as the case may be, in such proceeding or in a separate action brought for that
purpose.
15. Miscellaneous Provisions.
a. Assignment. None of Customer’s rights, obligations or claims under or with respect
to these Terms or the Programs, Subscriptions and NPVISION Materials may be assigned, in whole
or in part, by such party without the prior written consent of NPVISION, which consent shall not be
unreasonably withheld, conditioned or delayed. NPVISION may freely assign its rights, obligations
or claims under or with respect to these Terms or any of the Site(s), Site Content, Programs,
Subscriptions and NPVISION Materials.

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b. Invalid Provisions / Severability. If any provision of these Terms is held to be illegal,
invalid or unenforceable under present or future laws, such provision shall be fully severable; these
Terms shall be construed and enforced as if such illegal, invalid or unenforceable provision had
never comprised a part (t)hereof; and the remaining provisions of these Terms shall remain in full
force and effect and shall not be affected by the illegal, invalid or unenforceable provision or its
severance from these Terms. Furthermore, in lieu of such illegal, invalid or unenforceable provision,
there shall be added automatically as part hereof a provision as similar in terms, but in any event no
more restrictive than, such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable.
c. Inconsistency Among Terms. Except as expressly otherwise provided in these Terms,
where any provision or term, in whole or in part, of any contract documents related to these Terms
conflicts with or is inconsistent with the express provisions of these Terms, then the provisions of
these Terms shall control, and the provisions or terms of the related contract documents shall be
deemed to be inapplicable and void.
d. Entire Agreement. These Terms, together with all accepted and confirmed Orders, all
NPVISION Policies referenced herein, and all other documents, agreements and undertakings
incorporated herein and integrated herewith by reference, represent the entire agreement between
NPVISION and Customer and modify and supersede any prior agreements executed by NPVISION
and Customer with respect to the subject matter hereof, including without limitation the Site(s),
Programs, Subscriptions and NPVISION Materials. There are no promises, terms, conditions, or
obligations between Customer and NPVISION other than those contained or otherwise referenced
(t)herein.
e. Modification. Except as otherwise expressly provided in Section 3, above, these
Terms may not be changed, modified, or amended without the written consent of an actually
authorized representative of both NPVISION and Customer.
f. No Waiver. Failure on the part of NPVISION to complain of any act or failure to act of
another party or to declare another party in default, irrespective of how long such failure continues,
shall not constitute a waiver by NPVISION of its rights hereunder. Any waiver by NPVISION of any
default of another party shall not affect or impair any right arising from any other or subsequent default.
Nothing herein shall limit NPVISION’s remedies and rights under and pursuant to these Terms.
g. Interpretation; Construction. The headings set forth in these Terms are for
convenience only and shall not be used in interpreting these Terms. They are not to be construed as
a part of these Terms, and they in no way define, limit or amplify the provisions of these Terms.
These Terms have been drafted by legal counsel representing NPVISION, but Customer has had an
opportunity to review these Terms and have it reviewed by legal counsel, if desired, and, therefore,
the normal rule of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of these Terms.
h. Force Majeure. NPVISION shall not under any circumstances be liable for any
damages or penalty for any delay in performance of, or failure to perform, any obligation hereunder

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or for failure to give Customer prior notice thereof when such delay or failure is due to the elements,
acts of God, government regulation, political instability, acts of war, acts of terrorism, power
outages, changes in law, strikes, internet disruption, disease, viruses, bacteria, epidemics, pandemics
or health threats as declared by a government or health care agency, insurrections, attacks or
politically destabilizing events or circumstances as declared by a government agency or authority,
or other causes beyond NPVISION’s control.
i. Notices. Any notice to be given under these Terms shall be in writing and shall be
deemed to have been given when personally served, when mailed by certified or registered mail, or
when submitted by verifiable electronic mail, addressed to the Customer’s address and to
NPVISION’s address as designated on the most recent accepted and confirmed Order or as set forth
in connection with the Customer Account, to the attention of those designated therein. The addresses
and/or contact points may be changed from time to time by either Customer or NPVISION by
serving notice as provided in this Section 15(j).
j. Survival. The respective rights and obligations of the parties under Section 4(c)(iii),
Section 5, Section 8 through Section 11, and Section 13 through Section 15 of these Terms, as well
as the expressly surviving provisions of Section 12 of these Terms, and the applicable provisions of
the NPVISION Policies, shall survive the termination of the Customer Account and access by
Customer and Authorized End Users to the Site(s), Programs, Subscriptions and NPVISION
Materials.
BY CLICKING AGREEMENT AS PROVIDED AT THE SITE(S), CUSTOMER AND
EACH OF CUSTOMER’S AUTHORIZED END USERS UNDERSTAND,
ACKNOWLEDGE AND CONFIRM THAT CUSTOMER AND EACH SUCH
AUTHORIZED END USER HAVE READ THESE TERMS TO COMPLETION, FULLY
UNDERSTAND ALL PROVISIONS HEREIN, UNDERSTAND THAT CUSTOMER AND
EACH SUCH AUTHORIZED END USER HAVE GIVEN UP SUBSTANTIAL RIGHTS BY
AGREEING TO THESE TERMS, AND ACCEPT AND AGREE TO BE BOUND BY THESE
TERMS FREELY AND VOLUNTARILY, AND WITHOUT ANY UNDUE INFLUENCE.
CUSTOMER AND EACH SUCH AUTHORIZED END USER ACKNOWLEDGE THAT
SUCH PARTIES HAVE RECEIVED VALUABLE CONSIDERATION IN RELATION TO
THEIR ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THESE TERMS,
WHICH CUSTOMER AND EACH SUCH AUTHORIZED END USER UNDERSTAND TO
BE A PREREQUISITE TO THEIR ABILITY TO ORDER, PURCHASE, RECEIVE AND
UTILIZE ANY OF THE PROGRAMS, SUBSCRIPTIONS AND NPVISION MATERIALS,
AND TO USE AND UTILIZE THE SITE(S). FINALLY, CUSTOMER AND EACH SUCH
AUTHORIZED END USER UNDERSTAND THAT THESE TERMS, TOGETHER WITH
THE PROVISIONS AND CONDITIONS OF EACH CORRESPONDING ORDER, THE
NPVISION POLICIES AND ANY DOCUMENTS INCORPORATED (T)HEREIN AND
INTEGRATED (T)HEREWITH BY REFERENCE, SHALL BE OF FULL FORCE AND
EFFECT AS TO ANY AND ALL SUCH ACTIVITIES, WITHOUT REGARD TO THE
DATE OR TIMING OF ANY SUCH ACCESS, PARTICIPATION, PURCHASE, USE OR
UTILIZATION. CUSTOMER CERTIFIES THAT CUSTOMER AND EACH OF
CUSTOMER’S AUTHORIZED END USERS ARE AT LEAST 18 YEARS OF AGE AND OF

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SOUND MIND AND FULL CAPACITY TO ENTER INTO AND BE BOUND BY THESE
TERMS, AND DO SO KNOWINGLY, VOLUNTARILY AND WITHOUT ANY UNDUE
INFLUENCE.
BY CLICKING AGREEMENT AS PROVIDED AT THE SITE(S), AND BY CONTINUING
TO USE AND NAVIGATE THE SITE(S), PLACE ORDERS AND PARTICIPATE IN,
RECEIVE, USE AND UTILIZE THE PROGRAMS, SUBSCRIPTIONS AND NPVISION
MATERIALS, CUSTOMER HEREBY UNDERSTANDS, ACKNOWLEDGES AND
CONFIRMS THAT AT ALL RELEVANT AND APPLICABLE TIMES, ALL
REPRESENTATIONS, WARRANTIES AND COVENANTS OF CUSTOMER PROVIDED
IN THESE TERMS ARE ACCURATE AND COMPLETE, AND NPVISION

3. Business Customers

These Terms and Conditions also apply to customers procuring Services in the course of business.

4. Intellectual Property

  • 4.1 Subject to the exceptions in Clause 5 of these Terms and Conditions, all Content included on the Website, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of NP Vision LLC, our affiliates or other relevant third parties. By continuing to use the Website you acknowledge that such material is protected by applicable [COUNTRY] and International intellectual property and other laws.
  • 4.2 Subject to Clause 6 you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given Our express written permission to do so.

5. Third Party Intellectual Property

  • 5.1 Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.
  • 5.2 Subject to Clause 6 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Website or unless given express written permission to do so by the relevant manufacturer or supplier.

6. Fair Use of Intellectual Property

Material from the Website may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.

7. Links to Other Websites

This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of NP Vision LLC or that of Our affiliates. We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

8. Links to this Website

Those wishing to place a link to this Website on other sites may do so only to the home page of the site npvision.net without Our prior permission. Deep linking (i.e. links to specific pages within the site) requires Our express written permission. To find out more please contact Us by email at Carmen@npvision.net or call us in the following number: your_number.

9. Use of Communications Facilities

  • 9.1 When using any System on the Website you should do so in accordance with the following rules. Failure to comply with these rules may result in your Account being suspended or closed:
  • 9.1.1 You must not use obscene or vulgar language;
  • 9.1.2 You must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
  • 9.1.3 You must not submit Content that is intended to promote or incite violence;
  • 9.1.4 It is advised that submissions are made using the English language as We may be unable to respond to enquiries submitted in any other languages;
  • 9.1.5 The means by which you identify yourself must not violate these Terms and Conditions or any applicable laws;
  • 9.1.6 You must not impersonate other people, particularly employees and representatives of NP Vision LLC or Our affiliates; and
  • 9.1.7 You must not use Our System for unauthorised mass-communication such as "spam" or "junk mail".
  • 9.2 You acknowledge that NP Vision LLC reserves the right to monitor any and all communications made to Us or using Our System.
  • 9.3 You acknowledge that NP Vision LLC may retain copies of any and all communications made to Us or using Our System.
  • 9.4 You acknowledge that any information you send to Us through Our System may be modified by Us in any way and you hereby waive your moral right to be identified as the author of such information. Any restrictions you may wish to place upon Our use of such information must be communicated to Us in advance and We reserve the right to reject such terms and associated information.

10. Accounts

  • 10.1 In order to procure Services on this Website and to use certain other parts of the System, you are required to create an Account which will contain certain personal details and Payment Information which may vary based upon your use of the Website as We may not require payment information until you wish to make a purchase. By continuing to use this Websiteyou represent and warrant that:
  • 10.1.1 all information you submit is accurate and truthful;
  • 10.1.2 you have permission to submit Payment Information where permission may be required; and
  • 10.1.3 you will keep this information accurate and up-to-date. Your creation of an Account is further affirmation of your representation and warranty.
  • 10.2 It is recommended that you do not share your Account details, particularly your username and password. We accept no liability for any losses or damages incurred as a result of your Account details being shared by you. If you use a shared computer, it is recommended that you do not save your Account details in your internet browser.
  • 10.3 If you have reason to believe that your Account details have been obtained by another person without consent, you should contact Us immediately to suspend your Account and cancel any unauthorised orders or payments that may be pending. Please be aware that orders or payments can only be cancelled up until provision of Services has commenced. In the event that an unauthorised provision commences prior to your notifying Us of the unauthorised nature of the order or payment then you shall be charged for the period from the commencement of the provision of services until the date you notified us and may be charged for a billing cycle of one month.
  • 10.4 When choosing your username you are required to adhere to the terms set out above in Clause 9. Any failure to do so could result in the suspension and/or deletion of your Account.

11. Termination and Cancellation of Accounts

  • 11.1 Either NP Vision LLC or you may terminate your Account. If We terminate your Account, you will be notified by email and an explanation for the termination will be provided. Notwithstanding the foregoing, We reserve the right to terminate without giving reasons.
  • 11.2 If We terminate your Account, any current or pending orders or payments on your Account will be cancelled and provision of Services will not commence.

12. Services, Pricing and Availability

  • 12.1 Whilst every effort has been made to ensure that all general descriptions of Services available from NP Vision LLC correspond to the actual Services that will be provided to you, We are not responsible for any variations from these descriptions as the exact nature of the Services may vary depending on your individual requirements and circumstances. This does not exclude Our liability for mistakes due to negligence on Our part and refers only to variations of the correct Services, not different Services altogether. Please refer to sub-Clause 13.8 for incorrect Services.
  • 12.2 Where appropriate, you may be required to select the required Plan of Services.
  • 12.3 We neither represent nor warrant that such Services will be available at all times and cannot necessarily confirm availability until confirming your Order. Availability indications are not provided on the Website.
  • 12.4 All pricing information on the Website is correct at the time of going online. We reserve the right to change prices and alter or remove any special offers from time to time and as necessary.
  • 12.5 In the event that prices are changed during the period between an order being placed for Services and Us processing that order and taking payment, then the price that was valid at the time of the order shall be used.

13. Orders and Provision of Services

  • 13.1 No part of this Website constitutes a contractual offer capable of acceptance. Your order constitutes a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending to you an order confirmation email. Only once We have sent you an order confirmation email will there be a binding contract between NP Vision LLC and you.
  • 13.2 Order confirmations under sub-Clause 13.1 will be sent to you before the Services begin and shall contain the following information:
  • 13.2.1 Confirmation of the Services ordered including full details of the main characteristics of those Services;
  • 13.2.2 Fully itemised pricing for the Services ordered including, where appropriate, taxes, delivery and other additional charges;
  • 13.2.3 Relevant times and dates for the provision of the Services;
  • 13.2.4 User credentials and relevant information for accessing those services.
  • 13.3 If We, for any reason, do not accept your order, no payment shall be taken under normal circumstances. In any event, any sums paid by you in relation to that order will be refunded within 14 calendar days.
  • 13.4 Payment for the Services shall be taken via your chosen payment method, immediately for any setup fee that corresponds to the service plan you purchased and at the same day of each subsequent month (“billing cycle”) for charges accrued during the previous month (“billing cycle”) AND/OR as indicated in the order confirmation you received.
  • 13.5 We aim to fulfill your Order within 2-3 working days or if not, within a reasonable period following your Order, unless there are exceptional circumstances. If we cannot fulfill your Order within a reasonable period, we will inform you at the time you place the Order by a note on the relevant web page or by contacting you directly after you place your Order. Time is not of the essence of the Contract, which means we will aim to fulfill your Order within any agreed timescales but this is not an essential term of the Contract and we will not be liable to you if we do not do so. If the Services are to begin within 14 calendar days of Our acceptance of your order, at your express request, you will be required to expressly acknowledge that your statutory cancellation rights, detailed below in Clause 14, will be affected.
  • 13.6 NP Vision LLC shall use all Our reasonable endeavours to provide the Services with reasonable skill and care, commensurate with best trade practice.
  • 13.7 In the event that Services are provided that are not in conformity with your order and thus incorrect, you should contact Us immediately to inform Us of the mistake. We will ensure that any necessary corrections are made within five (5) working days.
  • Additional terms and conditions may apply to the provision of certain Services. You will be asked to read and confirm your acceptance of any such terms and conditions when completing your Order.
  • 13.8 NP Vision LLC provides technical support via our online support forum and/or phone. NP Vision LLC makes every effort possible to respond in a timely manner but we do not guarantee a particular response time.

14. Cancellation of Orders and Services

We want you to be completely satisfied with the Products or Services you order from NP Vision LLC. If you need to speak to us about your Order, then please contact customer care on [PHONE NUMBER], or by email at Carmen@npvision.net or write to us at our address (see section 1 above). You may cancel an Order that we have accepted or cancel the Contract. If any Specific Terms accompanying the Service contain terms about cancelling the Service, the cancellation policy in the Specific Terms will apply.
  • 14.1 If you are a consumer based within the European Union, you have a statutory right to a “cooling off” period. This period begins once your order is confirmed and the contract between NP Vision LLC and you is formed and ends at the end of 14 calendar days after that date. If you change your mind about the Services within this period and wish to cancel your order, please inform Us immediately using the following email: Nicole@npvision.net. Your right to cancel during the cooling off period is subject to the provisions of sub-Clause 14.2.
  • 14.2 As specified in sub-Clause 13.6, if the Services are to begin within the cooling off period you are required to make an express request to that effect. By requesting that the Services begin within the 14 calendar day cooling off period you acknowledge and agree to the following:
  • 14.2.1 If the Services are fully performed within the 14 calendar day cooling off period, you will lose your right to cancel after the Services are complete.
  • 14.2.2 If you cancel the Services after provision has begun but is not yet complete you will still be required to pay for the Services supplied up until the point at which you inform Us that you wish to cancel. The amount due shall be calculated in proportion to the full price of the Services and the actual Services already provided. Any sums that have already been paid for the Services shall be refunded subject to deductions calculated in accordance with the foregoing. Refunds, where applicable, will be issued within 5 working days and in any event no later than 14 calendar days after you inform Us that you wish to cancel.
  • 14.3 Cancellation of Services after the 14 calendar day cooling off period has elapsed shall be subject to the specific terms governing those Services and may be subject to a minimum contract duration.

15. Privacy

Use of the Website is also governed by Our Privacy Policy (npvision.net/privacy) which is incorporated into these Terms and Conditions by this reference. To view the Privacy Policy, please click on the link above.

16. How We Use Your Personal Information (Data Protection)

  • 16.1 All personal information that We may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and your rights under that Act.
  • 16.2 We may use your personal information to:
  • 16.2.1 Provide Our Services to you;
  • 16.2.2 Process your payment for the Services; and
  • 16.2.3 Inform you of new products and services available from Us. You may request that We stop sending you this information at any time.
  • 16.3 In certain circumstances (if, for example, you wish to purchase Services on credit), and with your consent, We may pass your personal information on to credit reference agencies. These agencies are also bound by the Data Protection Act 1998 and should use and hold your personal information accordingly.
  • 16.4 We will not pass on your personal information to any other third parties without first obtaining your express permission.

17. Disclaimers

  • 17.1 We make no warranty or representation that the Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Service or Services.
  • 17.2 No part of this Website is intended to constitute advice and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.
  • 17.3 No part of this Website is intended to constitute a contractual offer capable of acceptance.
  • 17.4 Whilst We use reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, you are strongly advised to take responsibility for your own internet security, that of your personal details and your computers.

18. Changes to the Facilities and these Terms and Conditions

We reserve the right to change the Website, its Content or these Terms and Conditions at any time. You will be bound by any changes to the Terms and Conditions from the first time you use the Website following the changes. If We are required to make any changes to these Terms and Conditions by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by you in the future.

19. Availability of the Website

  • 19.1 The Website is provided “as is” and on an “as available” basis. NP Vision LLC uses industry best practices to provide a high uptime, including a fault-tolerant architecture hosted in cloud servers. We give no warranty that the Website or Facilities will be free of defects and / or faults and we do not provide any kind of refund for outages. We provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
  • 19.2 We accept no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

20. Limitation of Liability

  • 20.1 To the maximum extent permitted by law, We accept no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website or any information contained therein. You should be aware that you use the Website and its Content at your own risk.
  • 20.2 Nothing in these Terms and Conditions excludes or restricts .
  • 20.3 Nothing in these Terms and Conditions excludes or restricts NP Vision LLC's liability for any direct or indirect loss or damage arising out of the incorrect provision of Services or out of reliance on incorrect information included on the Website.
  • 20.4 In the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of the remaining Terms and Conditions. This term shall apply only within jurisdictions where a particular term is illegal.

21. No Waiver

In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

22. Previous Terms and Conditions

In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

23. Third Party Rights

Nothing in these Terms and Conditions shall confer any rights upon any third party. The agreement created by these Terms and Conditions is between you and NP Vision LLC.

24. Communications

  • 24.1 All notices / communications shall be given to Us either by post to Our Premises (see address above) or by email to Carmen@npvision.net. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
  • 24.2 We may from time to time, if you opt to receive it, send you information about Our products and/or services. If you do not wish to receive such information, please click on the ‘Unsubscribe’ link in any email which you receive from Us.

25. Law and Jurisdiction

These Terms and Conditions and the relationship between you and NP Vision LLC shall be governed by and construed in accordance with the Law of England and Wales and NP Vision LLC and you agree to submit to the exclusive jurisdiction of [COUNTRY].
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