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STANDARD TERMS AND CONDITIONS OF SALE AND SERVICES

NuVision Technologies Inc.

These Standard Terms and Conditions of Sale and Services (“Terms”) apply to all quotations, proposals, estimates, statements of work, purchase orders accepted by NuVision, equipment rentals, product sales, installations, professional services, managed services, labor, technical services, consulting, programming, design, engineering, and other goods or services provided by NuVision Technologies Inc. (“NuVision”) to the customer identified in the applicable quotation, order, or invoice (“Customer”).

The version of these Terms incorporated into, provided with, linked to, or accompanying the applicable quotation, order, or invoice at the time of Customer’s acceptance shall govern that transaction.

1. AGREEMENT AND ACCEPTANCE

These Terms, together with the applicable NuVision quotation, proposal, statement of work, rental agreement, change order, or other document expressly incorporated by reference, collectively constitute the agreement between NuVision and Customer for the applicable transaction (the “Agreement”).

Customer accepts the Agreement by any of the following:

  • signing or electronically approving a NuVision quotation, proposal, or agreement;

  • issuing a purchase order referencing a NuVision quotation or proposal;

  • paying a deposit or other amount toward the quoted work;

  • instructing NuVision to proceed;

  • accepting delivery of goods;

  • accepting performance of services; or

  • otherwise authorizing NuVision to begin work.

The individual signing, approving, or authorizing work on behalf of Customer represents that they have authority to bind Customer to the Agreement.

2. ORDER OF PRECEDENCE AND CUSTOMER PURCHASE ORDERS

Unless otherwise expressly agreed in writing by an authorized representative of NuVision, the following order of precedence shall apply:

  1. any Special Terms, negotiated amendment, or other written modification expressly accepted by NuVision and Customer;

  2. the applicable NuVision quotation, proposal, statement of work, or change order;

  3. these Standard Terms and Conditions; and

  4. Customer purchase orders and other administrative procurement documents, but only with respect to administrative information that does not conflict with the foregoing.

Customer purchase orders, procurement portals, vendor forms, acknowledgments, electronic ordering systems, supplier manuals, or other Customer-issued documents may be used for administrative purposes.

Any additional, inconsistent, or conflicting terms contained in such documents are expressly rejected and shall not modify the Agreement unless NuVision specifically accepts those terms in a separate writing signed by an authorized representative of NuVision.

Performance by NuVision, acknowledgment of a Customer purchase order, entry into a Customer procurement system, submission of an invoice, or acceptance of payment shall not constitute acceptance of additional or conflicting Customer terms.

If NuVision separately executes a master services agreement, supplier agreement, subcontract, or other negotiated agreement with Customer, that executed agreement shall govern to the extent it expressly conflicts with these Terms, except where a later signed writing expressly states that a particular provision is intended to modify or supersede the earlier agreement.

3. QUOTATIONS AND PROPOSALS

Unless otherwise stated, quotations and proposals are valid for thirty (30) days from issuance and may be withdrawn or revised at any time prior to acceptance.

Quotations are based upon the information, scope, specifications, drawings, schedules, site conditions, access requirements, and other information available to NuVision at the time of quotation.

Unless expressly included, quotations do not include work, products, materials, labor, permits, engineering, freight, rigging, electrical work, structural work, networking, internet connectivity, union labor, venue charges, taxes, storage, security, escorts, lifts, special access, overtime, travel, or other items not specifically identified in the quotation.

Clerical, typographical, pricing, calculation, or obvious errors may be corrected by NuVision.

4. PRICING

Pricing applies only to the specific quantity, scope, schedule, and configuration stated in the applicable quotation.

Changes in quantity, configuration, design, schedule, delivery requirements, venue conditions, labor requirements, transportation requirements, or project scope may result in additional charges.

NuVision may adjust pricing prior to Customer acceptance due to changes in manufacturer pricing, tariffs, duties, freight charges, exchange rates, labor costs, material availability, or other circumstances outside NuVision’s reasonable control.

Once accepted, pricing will remain subject to approved change orders, scope modifications, taxes, governmental charges, Customer-caused delays, and other adjustments permitted under the Agreement.

5. TAXES, DUTIES, AND GOVERNMENTAL CHARGES

Unless expressly stated otherwise, quoted prices exclude sales tax, use tax, value-added tax, excise taxes, customs charges, tariffs, duties, permit fees, governmental assessments, and similar charges.

Customer shall be responsible for all applicable taxes and governmental charges other than taxes based solely upon NuVision’s net income.

If Customer claims tax-exempt status, Customer must provide valid exemption documentation before invoicing.

Any withholding tax imposed upon payment to NuVision shall be the responsibility of Customer. Customer shall pay any such withholding to the applicable authority and, to the extent permitted by law, shall ensure that NuVision receives the full invoiced amount.

6. DEPOSITS AND ADVANCE PAYMENTS

NuVision may require deposits, progress payments, equipment payments, or other advance payments before ordering products, reserving rental inventory, scheduling labor, beginning engineering or programming, or commencing work.

Deposits become non-refundable to the extent NuVision has incurred costs, committed resources, reserved inventory, ordered products, engaged subcontractors, scheduled personnel, or otherwise relied upon Customer’s authorization.

Custom-manufactured, specially ordered, programmed, fabricated, configured, licensed, or non-returnable products may require payment in full before ordering and may be non-cancellable and non-refundable.

7. PAYMENT TERMS

Unless different payment terms are expressly stated on the applicable quotation, order, invoice, or signed agreement, invoices are due within twenty-one (21) calendar days from the invoice date.

NuVision may establish different payment schedules for individual projects, including:

  • deposits;

  • progress payments;

  • equipment payments;

  • milestone payments;

  • payment before shipment;

  • payment before installation;

  • payment upon substantial completion; or

  • other agreed schedules.

Customer may not withhold payment of undisputed amounts because of a dispute regarding another invoice, project, item, or portion of the work.

Payment obligations are not contingent upon Customer receiving payment from any owner, end customer, general contractor, agency, venue, sponsor, or other third party unless NuVision expressly agrees in writing to a pay-if-paid arrangement.

8. LATE PAYMENTS

Past-due balances may accrue a service charge at the lesser of:

1.5% per month; or

the maximum amount permitted by applicable law.

Customer shall reimburse NuVision for reasonable costs incurred in collecting delinquent amounts, including collection agency fees, court costs, and reasonable attorneys’ fees, to the extent permitted by applicable law.

NuVision may suspend performance, deliveries, support, rentals, licenses, access to services, or future work when an account becomes past due.

Such suspension shall not constitute a breach by NuVision, and Customer remains responsible for resulting delays, remobilization, rescheduling, storage, labor, freight, or other costs.

9. CREDIT AND FINANCIAL CONDITION

NuVision may establish, modify, reduce, or revoke Customer credit terms at any time based upon payment history, creditworthiness, project size, financial condition, or other commercially reasonable considerations.

NuVision may require advance payment, additional deposits, credit card authorization, guarantees, or other security before continuing work if NuVision reasonably believes Customer’s ability or willingness to pay has materially changed.

10. CHANGES IN SCOPE AND CHANGE ORDERS

Any modification to the original scope may result in additional charges and/or schedule adjustments.

Changes may include, without limitation:

  • additional equipment;

  • substitutions requested by Customer;

  • additional labor;

  • overtime;

  • additional programming;

  • revisions to approved designs;

  • additional engineering;

  • expedited work;

  • schedule changes;

  • venue changes;

  • additional mobilization;

  • work outside originally identified hours;

  • additional trips;

  • unforeseen site conditions;

  • changes in Customer-provided infrastructure; or

  • work requested by Customer or its representatives that was not included in the original scope.

NuVision may rely upon authorization from Customer’s designated project manager, producer, representative, onsite contact, or other person whom NuVision reasonably believes has authority to direct the work.

Written authorization may include signed change orders, email, electronic messaging, purchase-order revisions, or other written communication.

Emergency, show-site, or time-sensitive changes may be performed based upon verbal authorization when obtaining written authorization before performance is impractical. NuVision will endeavor to document such authorization afterward.

11. CUSTOMER RESPONSIBILITIES

Customer shall timely provide all information, approvals, access, decisions, credentials, content, specifications, drawings, site information, and other items reasonably required for NuVision to perform the work.

Customer is responsible for the accuracy and completeness of information supplied to NuVision.

Unless expressly included in NuVision’s scope, Customer is responsible for providing appropriate:

  • electrical power;

  • electrical distribution;

  • grounding;

  • network connectivity;

  • internet access;

  • structural support;

  • rigging points;

  • HVAC;

  • environmental conditions;

  • physical security;

  • venue access;

  • loading access;

  • storage;

  • parking;

  • permits;

  • escorts;

  • credentials;

  • union coordination;

  • fire-watch services;

  • code compliance;

  • engineering approvals; and

  • other site infrastructure.

NuVision shall not be responsible for delays, failures, additional costs, or performance issues caused by inadequate or unavailable Customer-provided infrastructure.

12. SITE CONDITIONS

Pricing and schedules assume reasonable access and ordinary working conditions unless otherwise stated.

Customer shall disclose known site restrictions, hazards, construction conditions, access limitations, union requirements, venue regulations, security requirements, weight restrictions, ceiling restrictions, elevator limitations, loading restrictions, operating-hour limitations, hazardous materials, or other conditions that may affect performance.

Unforeseen or undisclosed conditions may result in additional charges and schedule adjustments.

NuVision personnel may stop or refuse work that NuVision reasonably determines presents an unsafe condition.

13. SCHEDULING

Project dates and completion schedules are estimates unless expressly stated to be guaranteed in a signed writing.

NuVision will use commercially reasonable efforts to meet agreed schedules but shall not be liable for delays resulting from circumstances outside its reasonable control.

Customer-requested schedule changes are subject to personnel, equipment, subcontractor, and material availability and may result in additional charges.

14. CUSTOMER DELAYS

Customer shall be responsible for reasonable additional costs resulting from Customer-caused delays, including:

  • standby labor;

  • overtime;

  • remobilization;

  • additional travel;

  • rental extensions;

  • equipment storage;

  • freight changes;

  • subcontractor charges;

  • venue charges; and

  • schedule disruption.

15. DELIVERY AND SHIPMENT

Delivery dates are estimates unless expressly guaranteed in writing.

Unless otherwise stated, freight, shipping, handling, crating, courier, delivery, drayage, and expedited shipping charges are additional.

NuVision may make partial shipments.

Customer shall promptly inspect delivered products and notify NuVision of visible shipping damage, shortages, or incorrect items.

16. RISK OF LOSS AND TITLE

Unless otherwise expressly agreed, risk of loss or damage to sold goods passes to Customer upon delivery to Customer, Customer’s carrier, Customer’s venue, or other designated delivery location.

Title to sold goods shall not transfer until NuVision has received full payment for such goods, to the extent permitted by applicable law.

17. RENTAL EQUIPMENT

All rental equipment remains the exclusive property of NuVision or its rental partner.

Customer acquires no ownership interest in rented equipment.

Customer is responsible for rented equipment from the time it is delivered, collected, or placed under Customer’s control until it is returned to and accepted by NuVision.

Customer shall be responsible for loss, theft, destruction, misuse, unauthorized modification, or damage beyond ordinary wear and tear.

Repair or replacement may be charged at NuVision’s actual repair cost or replacement value.

Customer shall not sell, pledge, sublease, loan, relocate, modify, open, repair, or otherwise encumber rental equipment without NuVision’s written authorization.

18. EQUIPMENT RETURNS

Products may not be returned without NuVision’s prior written authorization.

Approved returns may be subject to restocking charges, return freight, manufacturer charges, inspection charges, or other costs.

Special-order, custom-manufactured, configured, licensed, programmed, fabricated, opened, used, or non-returnable products may not be returned.

19. INSTALLATION AND INTEGRATION

Installation services are limited to the scope expressly identified in the applicable quotation.

Customer is responsible for ensuring that the installation environment is ready before NuVision arrives.

Additional trips, waiting time, remobilization, or reinstallation caused by incomplete construction, unavailable power, unavailable networks, unavailable equipment, site restrictions, incorrect information, or work by others may be invoiced separately.

20. SUBCONTRACTORS

NuVision may use qualified employees, independent contractors, subcontractors, manufacturers, distributors, carriers, engineers, programmers, technicians, or other service providers in performing the work.

NuVision remains responsible for managing subcontracted portions of its scope except where the subcontractor is separately contracted directly by Customer.

21. THIRD-PARTY PRODUCTS AND SERVICES

NuVision may provide or integrate products and services manufactured, licensed, hosted, supplied, or controlled by third parties.

Third-party products and services may be governed by manufacturer warranties, software licenses, subscription terms, cloud-service agreements, acceptable-use policies, end-user license agreements, or other third-party terms.

NuVision does not control and cannot guarantee the continued availability, compatibility, functionality, pricing, cybersecurity, support, or policies of third-party products or services.

Changes made by third-party manufacturers or providers after deployment do not constitute a breach by NuVision.

22. SOFTWARE, PROGRAMMING, AND LICENSES

Software supplied by NuVision may include proprietary NuVision software, custom programming, third-party software, open-source software, firmware, scripts, configurations, APIs, or licensed platforms.

Ownership of software and related intellectual property shall be determined according to the intellectual-property provisions below and any applicable third-party license.

Customer is responsible for maintaining required third-party licenses, subscriptions, credentials, support agreements, and renewals unless expressly included within NuVision’s continuing scope.

NuVision does not guarantee that third-party software, cloud platforms, APIs, firmware, operating systems, or integrations will remain unchanged or indefinitely compatible.

23. INTELLECTUAL PROPERTY

Except where expressly agreed otherwise in writing, NuVision retains all right, title, and interest in and to its pre-existing and independently developed intellectual property.

This includes, without limitation:

  • software;

  • source code;

  • object code;

  • scripts;

  • libraries;

  • programming frameworks;

  • APIs;

  • control systems;

  • configuration methods;

  • engineering methods;

  • drawings;

  • templates;

  • documentation formats;

  • workflows;

  • processes;

  • designs;

  • system architecture;

  • technical methodologies;

  • tools;

  • databases;

  • know-how;

  • inventions;

  • concepts; and

  • reusable technology.

Customer’s purchase of goods or services does not transfer ownership of NuVision’s underlying intellectual property unless an express assignment is included in a signed agreement.

Project-specific deliverables created exclusively for Customer may be licensed or transferred as expressly stated in the applicable quotation or statement of work.

NuVision may retain and use generalized knowledge, skills, techniques, concepts, processes, and experience developed or learned during performance of the project, provided that NuVision does not disclose Customer Confidential Information.

24. CUSTOMER-PROVIDED MATERIALS

Customer represents that it owns or possesses all rights necessary for any trademarks, logos, videos, photographs, music, artwork, software, data, content, designs, specifications, or other materials provided to NuVision.

Customer authorizes NuVision to use those materials as necessary to perform the work.

Customer shall be responsible for claims arising from NuVision’s authorized use of Customer-provided materials that infringe or allegedly infringe third-party rights.

25. CONFIDENTIALITY

Each party may receive confidential or proprietary information belonging to the other.

Each party agrees to use reasonable care to protect such information and to use it only for purposes related to the business relationship.

Confidential Information does not include information that:

  • is publicly available through no breach of the Agreement;

  • was already lawfully known by the receiving party;

  • is received lawfully from another source without confidentiality restrictions; or

  • is independently developed without use of the disclosing party’s Confidential Information.

Disclosure required by law, subpoena, or governmental order shall not constitute a breach, provided the receiving party gives notice when legally permitted.

26. DATA AND CYBERSECURITY

Where NuVision’s services involve access to Customer networks, systems, credentials, data, or personal information, each party shall use commercially reasonable security measures appropriate to its respective responsibilities.

Customer remains responsible for its overall cybersecurity program, account administration, credential management, data backups, disaster recovery, endpoint protection, network security, and regulatory compliance unless those responsibilities are expressly included in NuVision’s scope.

NuVision shall not be responsible for a security incident caused by Customer systems, Customer personnel, compromised Customer credentials, unsupported equipment, third-party software, third-party services, or failure by Customer to implement reasonable security recommendations.

27. BACKUPS AND CUSTOMER DATA

Unless backup services are expressly included in the applicable scope, Customer is responsible for maintaining current backups of its data, configuration, software, content, and systems.

NuVision shall not be responsible for loss of data that could reasonably have been prevented by appropriate backup procedures, except to the extent directly caused by NuVision’s gross negligence or willful misconduct.

28. PERMITS, LICENSES, AND APPROVALS

Responsibility for permits, engineering approvals, licenses, inspections, venue approvals, or governmental authorizations shall be as stated in the applicable scope.

Unless expressly included, Customer is responsible for obtaining and paying for such approvals.

29. SAFETY

Customer shall provide a reasonably safe work environment.

NuVision personnel may suspend work where conditions present an actual or reasonably perceived threat to health, safety, property, or equipment.

Any resulting delay shall not constitute a breach by NuVision.

30. WARRANTIES

NuVision warrants that services performed directly by NuVision will be performed in a professional and workmanlike manner consistent with generally accepted industry practices.

Customer’s exclusive remedy for a breach of this service warranty shall be for NuVision, at its option, to re-perform the affected service or provide an appropriate credit.

Manufacturer-provided products are subject to the applicable manufacturer’s warranty.

Except for warranties expressly stated in the Agreement, NuVision disclaims all other warranties to the maximum extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

31. SYSTEM PERFORMANCE

Unless expressly guaranteed in a signed specification, descriptions of expected performance, throughput, coverage, brightness, capacity, bandwidth, reliability, resolution, operating time, or other performance metrics are estimates based upon design assumptions and information available at the time.

Actual performance may depend upon environmental conditions, infrastructure, third-party services, Customer usage, RF conditions, network congestion, content, equipment supplied by others, and other factors outside NuVision’s control.

32. ACCEPTANCE OF WORK

Customer shall inspect completed work within a commercially reasonable period after delivery or completion.

Unless otherwise stated in the applicable Agreement, work shall be deemed accepted when:

  • Customer begins using the work in production;

  • Customer opens an event or facility using the system;

  • Customer takes possession of delivered goods;

  • Customer fails to identify a material nonconformity within ten (10) business days after completion; or

  • Customer otherwise indicates acceptance.

Warranty claims and latent defects are not waived solely by acceptance.

33. CANCELLATION BY CUSTOMER

Customer may cancel a project only by written notice to NuVision.

Upon cancellation, Customer shall pay:

  • work completed through the cancellation date;

  • labor already performed or committed;

  • non-cancellable materials;

  • specially ordered products;

  • manufacturer cancellation or restocking fees;

  • subcontractor commitments;

  • freight and shipping charges;

  • engineering and programming already performed;

  • rental inventory reserved for the project;

  • reasonable demobilization expenses; and

  • any cancellation charges expressly stated in the applicable quotation.

NuVision will use commercially reasonable efforts to mitigate avoidable cancellation costs.

34. TERMINATION OR SUSPENSION BY NUVISION

NuVision may suspend or terminate performance if Customer:

  • fails to make payments when due;

  • materially breaches the Agreement;

  • creates unsafe working conditions;

  • materially interferes with NuVision’s performance;

  • becomes insolvent;

  • files or becomes subject to bankruptcy or similar proceedings;

  • fails to provide required access or information; or

  • requests conduct that NuVision reasonably believes would violate law or safety requirements.

NuVision will provide reasonable notice when practical.

35. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including:

  • natural disasters;

  • severe weather;

  • fire;

  • flood;

  • earthquake;

  • epidemic or pandemic;

  • war;

  • terrorism;

  • civil disturbance;

  • labor disputes;

  • strikes;

  • governmental orders;

  • supply-chain disruption;

  • manufacturer delays;

  • transportation interruptions;

  • utility failures;

  • internet or telecommunications outages;

  • shortages;

  • venue closures;

  • acts or omissions of carriers; or

  • other events outside the affected party’s reasonable control.

Performance schedules shall be extended for the duration reasonably necessary to address the event.

Customer remains responsible for costs already incurred or irrevocably committed.

36. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUVISION SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF USE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, NUVISION’S AGGREGATE LIABILITY ARISING FROM OR RELATED TO A PARTICULAR PROJECT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO NUVISION FOR THE GOODS OR SERVICES GIVING RISE TO THE CLAIM.

The parties acknowledge that pricing reflects this allocation of risk.

37. INDEMNIFICATION

Each party shall indemnify and hold the other harmless from third-party claims to the extent caused by the indemnifying party’s negligence, willful misconduct, violation of applicable law, or breach of its obligations under the Agreement.

Customer shall additionally indemnify NuVision against claims arising from:

  • Customer-provided content or intellectual property;

  • Customer instructions that NuVision followed as directed;

  • unsafe site conditions under Customer’s control;

  • misuse or unauthorized modification of supplied systems or equipment; or

  • acts or omissions of Customer’s employees, contractors, attendees, guests, or agents.

Neither party shall be obligated to indemnify the other for the other party’s sole negligence or willful misconduct.

38. INSURANCE

Each party shall maintain insurance appropriate to its business operations and as required by applicable law.

Any project-specific insurance requirements exceeding NuVision’s ordinary insurance program must be disclosed before quotation and expressly accepted by NuVision.

Additional insured status, special endorsements, waivers of subrogation, unusually high coverage limits, project-specific policies, bonds, or other special insurance requirements may result in additional charges.

39. PUBLICITY AND PROJECT REFERENCES

Unless prohibited by a separate confidentiality agreement or Customer’s written instructions, NuVision may identify Customer as a customer and may describe the general nature of completed work for internal business purposes.

Use of Customer trademarks, confidential project information, non-public project photography, or Customer-owned creative assets for external marketing shall be subject to applicable Customer approvals.

40. COMPLIANCE WITH LAW

Each party shall comply with laws and regulations applicable to its respective obligations.

NuVision shall not be responsible for determining legal or regulatory requirements that are unique to Customer’s business unless regulatory consulting is expressly included within NuVision’s scope.

41. EXPORT CONTROLS AND SANCTIONS

Customer shall not request, use, export, re-export, transfer, or permit the use of products, software, technology, or services in violation of applicable United States export-control or sanctions laws.

42. NON-SOLICITATION OF PERSONNEL

During a project and for twelve (12) months afterward, Customer shall not knowingly solicit for direct employment a NuVision employee who materially participated in the project without NuVision’s written consent.

General advertisements or recruiting efforts not specifically directed toward NuVision personnel shall not constitute solicitation.

43. RELATIONSHIP OF THE PARTIES

NuVision is an independent contractor.

Nothing in the Agreement creates a partnership, joint venture, employment relationship, franchise, fiduciary relationship, or agency relationship between the parties.

Neither party may bind the other except as expressly authorized in writing.

44. ASSIGNMENT

Customer may not assign the Agreement without NuVision’s written consent, which shall not be unreasonably withheld.

NuVision may assign the Agreement to an affiliate, successor, purchaser of substantially all relevant assets, or entity resulting from merger or reorganization.

45. DISPUTES

The parties shall first attempt in good faith to resolve disputes through discussions between representatives with authority to resolve the matter.

Nothing in this provision prevents either party from seeking temporary or emergency injunctive relief where appropriate or from pursuing collection of undisputed overdue amounts.

46. GOVERNING LAW AND VENUE

The Agreement shall be governed by the laws of the State of Michigan, without regard to its conflicts-of-law principles.

Any legal proceeding arising from the Agreement shall be brought in the state or federal courts located in Oakland County, Michigan, and each party consents to personal jurisdiction and venue in those courts.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

47. NOTICES

Formal notices required under the Agreement shall be sent to the business addresses or designated electronic addresses stated in the applicable quotation, agreement, or Customer account records.

Routine project communications, approvals, change requests, and operational notices may be provided by email or other electronic communication.

48. ELECTRONIC COMMUNICATIONS AND SIGNATURES

Electronic signatures, electronic approvals, digital acceptance, emailed authorization, and electronically issued documents shall have the same effect as original written documents and signatures to the extent permitted by law.

Counterparts may be executed separately and together constitute one agreement.

49. NO WAIVER

Failure by either party to enforce a provision on one occasion does not waive that provision or the right to enforce it later.

50. SEVERABILITY

If any provision is determined to be invalid or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in effect.

51. HEADINGS

Section headings are for convenience only and do not alter the meaning of the Agreement.

52. ENTIRE AGREEMENT

The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes prior discussions, proposals, representations, or understandings relating to that subject matter.

No amendment is binding unless made in writing and accepted by authorized representatives of the parties.

53. SURVIVAL

Provisions concerning payment, ownership, intellectual property, confidentiality, limitation of liability, indemnification, collection costs, dispute resolution, and any other provisions that by their nature should continue shall survive completion, cancellation, or termination of the Agreement.

54. SPECIAL TERMS

A NuVision quotation, proposal, statement of work, change order, or other signed writing may contain Special Terms applicable to a particular transaction.

Where the document expressly identifies a provision as modifying these Standard Terms and Conditions, the Special Terms shall control for that transaction.

55. CUSTOMER ACKNOWLEDGMENT

By signing, electronically approving, issuing a purchase order for, paying a deposit toward, accepting delivery under, or otherwise authorizing NuVision to proceed with a quotation, proposal, order, or statement of work incorporating these Terms, Customer acknowledges that it has reviewed and accepts the version of NuVision’s Standard Terms and Conditions provided with, linked to, incorporated into, or accompanying the applicable transaction at the time of acceptance.

Any additional or conflicting terms proposed by Customer are rejected unless specifically accepted in writing by an authorized representative of NuVision.