Introduction

• Parties: The Terms are between JPW Industries (“JPW”) and the customer using the VRA (“Customer”).  If you are entering into these Terms as an agent, employee, or representative of your employer, the term “Customer” also means your employer, and you represent and warrant that you have the authority to act on your employer’s behalf.
• Purpose: These terms and conditions (the “Terms”) govern the use of visual remote access tools (e.g., video calls, augmented reality, remote cameras) offered by JPW (the “VRA”).
• Effective Date: The Terms become effective when Customer clicks an SMS, email, or other link to use the VAR, clicks “Allow” to use the VRA, uses the VRA, or otherwise provides Customer’s agreement or consent to the Terms.

2. Scope of Access

• Authorized Access: Customer acknowledges and agrees that the VRA provides JPW and its employees, agents, and subcontractors with visual and audio access to Customer’s facilities and equipment, and hereby grants and agrees to such access.  The access is granted for specific purposes, such as technical support, diagnostics, monitoring, inspections, or troubleshooting.
• No Unauthorized Use: Customer shall restrict access to the VRA to authorized personnel of Customer only. Unauthorized sharing or use by Customer is prohibited.

3. Consent

• Customer Consent: By granting access, Customer consents to the use of remote visual technologies to access their facility.
• Revocation of Consent: Customer reserves the right to revoke access at any time by notifying JPW in writing, provided that Customer acknowledges and agrees that, in the event access is revoked, JPW may not be able to perform certain support, diagnostic, monitoring, inspection, troubleshooting, or other services.  JPW shall have no responsibility, and Customer hereby waives any claims alleging breach or other liability on the part of JPW, related to such services that JPW would have performed using the VRA.

4. Data Privacy and Security

• Data Collection: Any data collected by or on behalf of JPW during the VRA (e.g., video, images, or information) will be handled in accordance with JPW’s privacy policy, which is available at at “Privacy Policy.”
• Confidentiality: In the event the VRA will give access to sensitive or confidential information, Customer shall notify JPW in advance. JPW shall use commercially reasonable efforts to protect the confidentiality of any such information so identified by Customer in accordance with the immediately preceding sentence.
• Data Storage: Information collected will be securely stored and only retained for the duration necessary for the purpose of performing the relevant services, or as otherwise outlined.
• Compliance: Customer will comply with applicable data protection laws, including GDPR, CCPA, or any relevant local regulations. Customer represents and warrants that it has the right to provide to JPW any information, including without limitation, any personally identifiable information, provided or made available to JPW in connection with the VRA, and that JPW’s receipt and use of the same will not infringe, violate, or misappropriate any intellectual property, privacy, or other rights of any third party.
• Communications: JPW may offer the option to communicate via SMS text. By providing a phone number and opting in to SMS communications, Customer consents to receive text messages from JPW. Message and data rates may apply. To opt out of SMS communications, reply STOP to the message or follow the opt-out prompts provided in the text messages.

5. Liability and Risk

• Customer Responsibility: Customer is responsible for ensuring the security of its network, systems, and any devices used in connection with the VRA. Customer shall not display, transmit, or upload to or through the VRA any material that (a) contains viruses, trojan horses, worms, time bombs, or any other harmful or deleterious programs; (b) would violate any confidentiality or fiduciary obligations that Customer might have or infringe the intellectual property, privacy, or other rights of any third party; (c) is harmful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, obscene, indecent, vulgar, lewd, violent, hateful, or otherwise objectionable. Customer shall not attempt to circumvent any security or authentication measures protecting the VRA.
• Disclaimer: The VRA and all related services and information are provided on an “as-is” and “as available” basis, without warranties of any kind.  JPW, together with its directors, officers, employees, contractors, agents, and representatives, hereby disclaim all warranties, express or implied, including the warranties of title, merchantability, non-infringement, and fitness for a particular purpose, as well as any other warranties, whether arising out of law, statute, course of dealing, trade usage, or any other relationship.  JPW does not warrant that the VRA ill be operational, secure, error-free, or virus free. To the extent applicable law does not allow JPW to disclaim warranties in this way or to this extent, JPW disclaims all warranties to the fullest extent permitted by applicable law.
• JPW Liability: JPW shall not be liable for any damages resulting from the use of the VRA, except to the extent caused solely by the gross negligence or intentional misconduct of JPW. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER HEREBY RELEASES JPW, TOGETHER WITH ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES, FROM ALL LIABILITY ASSOCIATED WITH THESE TERMS AND CUSTOMER’S USE OF THE VRA. CUSTOMER AGREES THAT ITS USE OF THE VRA AND ANY SUBSEQUENT ACTIONS ARISING FROM SUCH USE ARE TAKEN SOLELY AT CUSTOMER’S OWN RISK, AND IN NO EVENT WILL JPW OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY OR UNDER ANY EQUITABLE THEORY, ARISING OUT OF OR IN CONNECTION WITH ANY USE BY CUSTOMER OR ANY OTHER PERSON OR ENTITY OF THE VRA, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT LIMIT OR AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, WHICH SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH LAW.

6. Intellectual Property

• Ownership of VRA: Customer acknowledges and agrees that JPW or its licensors own all right, title, and interest in and to the VRA and any underlying intellectual property thereof. JPW grants to Customer a limited right to use the VRA for the purposes of receiving technical support, diagnostics, monitoring, inspections, or troubleshooting services. Except for the limited right and license expressly granted in the immediately preceding sentence, nothing in these Terms shall be construed to grant Customer or any third party any rights in the VRA or any underlying intellectual property thereof. JPW reserves all rights not expressly granted to Customer in these Terms.
• Ownership of Data: All intellectual property rights in data, images, or recordings made during remote access through the VRA (the “Access Data”) belong to the Customer unless otherwise agreed. Notwithstanding the foregoing, Customer agrees that JPW shall have the right to collect information about Customer’s use of the VRA, including without limitation, statistical information about Customer’s VRA access, frequency of use, reasons for use, survey information, issues, fixes, and other information (“Usage Data”). Customer agrees that JPW shall own all rights, title, and interest in and to the Usage Data and hereby assigns to JPW all of Customer’s rights therein. Usage Data shall not be deemed the confidential information of Customer.
• Usage Rights: Customer hereby authorizes, licenses, and grants JPW the right, to use the Access Data for the purposes of providing the VRA and as otherwise outlined in these Terms or the Privacy Policy.
• Feedback and Suggestions: All feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to JPW or otherwise disclosed, submitted, or offered concerning or in connection with the VRA (collectively, “Feedback”) will be the property of JPW. Such disclosure, submission, or offer of any Feedback will constitute an assignment to JPW of all worldwide rights, titles, or interests in all copyrights and other intellectual property in the Feedback. JPW will be under no obligation to (a) maintain any Feedback in confidence; (b) pay any compensation for any Feedback; or (c) respond to any Feedback.

7. Termination of Access

• Termination: Either party can terminate these Terms with written notice. Access will be revoked immediately upon termination, subject to Section 3.
  Survival: Upon termination of these Terms, all provisions that would be expected to survive termination shall so survive, including without limitation, the provisions of Sections 4, 5, 6, and 8 through 13.

8. Indemnification

• Customer agrees to indemnify, defend, and hold JPW, its licensors, and its affiliates, and their respective directors, officers, employees, contractors, agents, and representatives, harmless from and against any claims, causes of action, demands, liabilities, costs, expenses (including reasonable attorney’s fees and expenses), or damages arising out of or in connection with, or resulting from (a) the misuse of VRA; (b) any breach of Customer’s representations, warranties, or obligations under the Terms; (c) the gross negligence or willful misconduct of Customer; or (d) Customer’s violation of applicable law. Customer agrees that JPW may assume the control and defense of any claim subject to indemnification hereunder at any time upon notice to Customer, which shall not relieve Customer of its indemnification and other obligations. Customer shall cooperate with JPW in connection with any such claim.

9. Dispute Resolution

• Any disputes arising from these terms will be resolved through mediation or arbitration, in accordance with local laws, in the State of Tennessee. In the event any dispute is nevertheless brought before a court, you hereby submit to the exclusive jurisdiction of the courts located within the State of Tennessee. Any cause of action Customer may have against JPW arising out of or relating to these Terms or the VRA must be commenced within one (1) year after the cause of action accrues, or such cause of action is permanently waived.

10. Severability and Waiver

• If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity so that the remainder of that provision and all remaining provisions will continue in full force and effect.  No waiver by us of any term or condition set forth herein shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of us to assert a right or provision shall not constitute a waiver of such right or provision unless acknowledged and agreed to by JPW in writing.

11. Relationship

• No joint venture, partnership, employment, or agency relationship exists between you and JPW as a result of the Terms or use of the VRA.

12. Force Majeure

• JPW will not be liable to Customer for any failure to perform any of its obligations, except payment obligations, under the Terms during any period in which such performance is delayed by circumstances beyond its reasonable control, including, but not limited to, fire, flood, war, embargo, strike, riot, unavailability of the Internet, or the intervention of any governmental authority.

13. Governing Law

• These terms will be governed by and construed in accordance with the laws of the State of Tennessee, without regard for any conflicts of laws principles thereof that would result in the application of a different jurisdiction’s laws.

14. Export Regulation

• The VRA may be subject to U.S. export control laws, including the U.S. Export Control Reform Act and its associated regulations. Customer will not directly or indirectly, export, re-export, or release the VRA to, or make the VRA accessible from, any country, jurisdiction, or individual to which export, re-export, or release is prohibited by applicable law, rule, or regulation. Customer will comply with all applicable laws, rules, and regulations, and will complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting, re-exporting, releasing, or otherwise making the VRA available outside the U.S.

15. Changes to Terms

• We reserve the right to change these Terms from time to time. You are responsible for ensuring that you review these Terms each time you use the VRA. Your use of VRA will constitute acceptance of, and agreement to, the revised Terms.