WICOLLAB TERMS AND CONDITIONS

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE WICOLLAB APP

These terms and conditions (the “Terms and Conditions” or the “Agreement“) are a legal agreement between you and Inspectron Inc., a company organised under the laws of the United States having its registered office at 29108 Lorie Lane, Wixom, MI 48393, United States (“Inspectron”, “us” or “we”) governing your use of the WiCollab application software which includes, if you concluded a Subscription Plan with a Vendor or with us, the access to the Inspectron cloud platform, Wi Cloud, its web portal  and the Wi Cloud Services. The WiCollab application software, the Wi Cloud, the web portal and the Wi Cloud Services are hereinafter collectively referred to as the “App”.

You may use the App subject to (i) these Terms and Conditions,(ii) any subscription agreement you entered into (“Subscription Plan”) and (iii) rules and policies applied by any app marketplace from whom you downloaded the App (“App Marketplace Rules”), and, (iv) where applicable, additional rules and policies applied by any operator or vendor from whom you purchased the Inspectron tools manufactured by us, such as the Witorch and the Wiscope (“Products”). We do not sell the App to you. We remain the sole and exclusive owners of the App at all times.

IMPORTANT NOTICE:

BY USING THE APP (i) YOU AGREE TO THESE TERMS AND CONDITIONS WHICH WILL BIND YOU, (ii) YOU ACKNOWLEDGE THAT WE WILL PROCESS YOUR PERSONAL DATA IN ACCORDANCE WITH OUR PRIVACY AND COOKIES POLICIES REFERRED TO IN ARTICLE 5.6, (iii) YOU ACKNOWLEDGE IN PARTICULAR, THAT THE LIMITATIONS ON LIABILITY IN ARTICLE 9 APPLY AND (iii) YOU REPRESENT THAT YOU ARE LEGALLY QUALIFIED TO ENTER INTO THIS AGREEMENT.

you may only USE the APP WHILE using the PROducts. IN ADDITION, the APP CAN ONLY BE HOSTED ON DEVICES THAT COMPLY WITH THE SPECIFICATIONS SET FORTH IN ARTICLE3 BELOW.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT USE THE APP

You should save or print a copy of these Terms and Conditions for future reference.

1.              Introduction

1.1           These Terms and Conditions apply to the App and its use, as well as to any of the services provided by Inspectron through the App as further clarified in Article 2 below (“Services”), including any updates or supplements to the App unless they come with separate terms, in which case those terms apply.

1.2           We may change these Terms and Conditions at any time by notifying you of a change by email, by a notice via your account or by an in-app notice. You must read and accept these new Terms and Conditions before continuing to use the App or Services.

1.3           From time-to-time updates to the App may be issued through the App Marketplace. Depending on the update, you may not be able to use the Services until you have downloaded or streamed the latest version of the App and accepted any new terms.

1.4           By using the App or any Service, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send using the App or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

1.5           Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.

2.              The Services

2.1           Description of the Services

The Services as provided by the App pursuant to these Terms and Conditions consist solely in making available a software solution, as described in Schedule 1, for visual diagnostics which enables its users (“you“) to visualize, share, annotate and store the media retrieved from the Products and, as the case may be, update and/or upgrade the firmware stored on the Products.

Subject to your subscription to a Subscription Plan purchased from us or from one of our official distributors (“Vendors“), you will be able to use additional Services (“Wi Cloud Services“) which are composed of one or more of the following functionalities that are supported by cloud resources hosted on the Wi Cloud:

• Compatibility with Products
• Compatibility with different hardware and operating system platforms
• Locally storing pictures and videos recorded with the WiCollab application software
• Uploading and storing the data captured with the Products on the Wi Cloud (“Uploaded Data“). The Storage limits are dictated by your Subscription Plan
• Remote Assistance (video conferencing)
• Using the optical character recognition (“OCR“) solution provided by us.
• Using the barcode reading solution provided by us.
• Web gallery access

Please refer to your Subscription Plan to confirm and access further information about the Wi Cloud Services made available to you. The term “Services” includes the Wi Cloud Services. More information about the Services offered by Inspectron are disclosed in Schedule 1.

2.2           Inspectron will decide in its sole discretion whether and when to make updates and/or upgrades of the App, and/or of the firmware stored on the Products available to you. You are encouraged to accept such updates and/or upgrades as they may improve your user experience or the security of the Services. If you decide not to install the update and/or upgrade released by Inspectron, you acknowledge that the Products may no longer function properly and that Inspectron will not be liable for any lack of conformity resulting from the lack of the relevant update.

3.              Necessary equipment

3.1           Full use of the Services is contingent upon using a device that hosts the App, an operating system, an IT infrastructure and telecommunication facilities that meet or exceed the technical requirements described at https://www.inspectrontools.com/legal (together the “Minimum System Requirements”).The maintenance and security of your device, operating system and your IT infrastructure may influence the performance of the Services. It is your responsibility to ensure that your device, operating system and IT infrastructure is up to date and functional. Inspectron will not be liable for any issues relating to your device, operating system, IT infrastructure, telecommunication equipment or telecommunication lines nor will it be liable for any telecommunication’s costs.

3.2           You acknowledge and agree that you are solely responsible for ensuring the appropriate security of your own device and your IT infrastructure.

4.              Registration modalities

4.1           Registering on the App

When you register on the App, you will be requested to provide a username and email address to Inspectron. You hereby acknowledge that Inspectron may contact you by email to inform you about available updates and/or upgrades of the App or of the firmware stored on the Products or to notify you of any changes to these Terms and Conditions.

4.2           For information about our data processing activities, please see our Privacy and Cookies Policies (https://www.inspectrontools.com/legal). By accessing and using the App and the Services, you acknowledge that we can collect and use your personal data in accordance with the Privacy and Cookies Policies (https://www.inspectrontools.com/legal).Inspectron will create an account for you (“User Account”). In some cases, a Product can be pre-registered to an existing customer account (“WiCollab Account”).  In case you are part of an organization that already uses the App, and you use a pre-registered Product to register, your User Account will roll under the WiCollab Account of said organization, otherwise you will be assigned a WiCollab Account and you will be qualified as the WiCollab Account Owner.

4.3           The user that has elevated privileges and which manages the Account (“the WiCollab Account Owner”) can assign Subscription Plans to User Accounts (see more information in Schedule 1).

5.              User Data, Uploaded Data and data protection

5.1           User Data

You grant Inspectron a worldwide, royalty-free and non-exclusive license for the duration of your use of the App and/or your Subscription Plan, whichever is longest, to access your (personal) data (“User Data“), as necessary to give you access to the Services and to respond to your support requests.

5.2           Uploaded Data

When using the Wi Cloud Services, you grant Inspectron a worldwide, royalty-free and non-exclusive license for the duration of your Subscription Plan to:

(a)            access, use, process, copy, distribute, perform, export and display Uploaded Data as necessary for the purposes of providing and improving the Services in accordance with these Terms and Conditions and your Subscription Plan.

(b)            modify and create derivative works of the Uploaded Data as necessary for the reformatting of Uploaded Data to display Uploaded Data in Wi Cloud.

5.3           You are solely responsible for ensuring that you have all rights and permissions (i) to submit, transfer and upload Uploaded Data to the Wi Cloud and (ii) to grant to Inspectron the rights set forth in the Agreement. You acknowledge that you provide, transmit or upload Uploaded Data to the Wi Cloud in accordance with all applicable laws.

5.4           We will take appropriate technical and organizational measures in accordance with industry standards to protect the confidentiality, integrity and availability of data and systems related to the performance of the Services. These measures should protect against unauthorised or unlawful processing of data and against accidental loss or destruction of, or damage to, data.

5.5           You are solely responsible for ensuring the appropriate security and confidentiality of User Data and Uploaded Data stored on your own devices and infrastructure. You must create a strong password and are responsible for it, and you may not share your password or login or that of any other user with any third party. If you know or suspect that your account has been hacked or that your password has been compromised, you must immediately notify Inspectron by email at Customerservice@inspectrontools.com. In any case, Inspectron is not responsible for any data loss or damage arising from any third party before said notification.

The WiCollab Account Owner may give access to all images, videos, and other meta data from and to the User Accounts that are linked/members of the WiCollab Account.  You acknowledge that images, videos, and other content you upload to the Wi Cloud may be visible to other User Accounts that belong to the same WiCollab Account as you.

5.6           By accessing and using the App, you acknowledge that we can collect and use your personal data in accordance with the Privacy and Cookies Policies (https://www.inspectrontools.com/legal).

6.              Acceptable use restrictions

6.1           You shall not:

(a)            log onto a server or account(s) that you are not authorized to access;

User Accounts can be logged in on up to two devices concurrently, but must only be used by a single person at any given time.  We will restrict usage if it appears that a User Account is being logged in on more devices than is reasonable for a single person.

(b)            provide, divulge, disclose, or make available to, or permit the use of the App or the Services by any third party;

(c)             forge user names, manipulate identifiers, or otherwise impersonate any other person or misrepresent user’s identity or affiliation with any person or entity;

(d)            trick, defraud, or mislead us and/or other users, especially in any attempt to learn sensitive account information including but not limited to passwords;

(e)            emulate or fake usage of the Services

(f)              make improper use of our support services or submit false reports of abuse or misconduct

(g)            harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any (part of) Services to you;

(h)            violate or attempt to violate any security features of the Services;

(i)              use manual or automated software, devices, scripts, robots, or other means or processes to access, “scrape,” “crawl,” or “spider” any pages contained in Inspectron websites, networks or any Services;

(j)              intentionally introduce viruses, worms, software, Trojan horses, or other similar harmful code into the Services;

(k)             interfere or attempt to interfere with the use of the Services by any other user, host, or network, including without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing”, “hacking”, “phishing”, or “crashing” the Services;

(l)              cause, allow or assist machines, bots, or automated services to access or use the Services without the express written permission of Inspectron;

(m)           access, tamper with, or use non-public areas of the Services, shared areas of the Services you are not authorized to use, or any computer systems of the Services or Inspectron or assisting anyone else to do any of the foregoing;

(n)            tamper with the operation, functionality, or the security of the Services;

(o)            attempt to probe, scan, or test the vulnerability of the Services, or any associated system or network, or breach any security or authentication measures;

(p)            misuse, trick, disrupt, or otherwise interfere with the functioning of the Services;

(q)            engage in “framing,” “mirroring,” or otherwise simulate the appearance or function of the Services;

(r)             modify, translate, or otherwise create derivative works of any part of the Services;

(s)             copy, rent, lease, license, distribute, or otherwise transfer any or all of the rights that you receive hereunder;

(t)              publish or share materials that are unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred;

(u)            use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms and Conditions or our instructions, or act fraudulently or maliciously, or act contrary to what a normally prudent and diligent person would do, including concerning the storage use or the frequency of downloads of Uploaded Data;

Wi Cloud allows you to store, share, and stream video content, but should not be used as a replacement for a content distribution network. For large-scale public streaming or content distribution, another service must be used. Inspectron reserves the right to restrict usage when it appears that it’s being used for large-scale streaming or content distribution. Repeated violations may result in additional action, including terminating your account or ability to use the App.

(v)             infringe our Intellectual Property Rights or those of any third party in relation to your use of the App or any Service, including the submission of any material (to the extent that such use is not licensed by these Terms and Conditions);

(w)           use the Services to build competitive products;

(x)             (attempt to) circumvent or disable or otherwise interfere with any technological or security features or measures in the Services, including but not limited to features that prevent or restrict the use or copying of (any content of) the App or enforce limitations on the use of the Services or the App and including but not limited to (attempting to) bypassing any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services;

(y)             forge any TCP/IP packet header or any part of the header information in any e-mail or other posting;

(z)             harvest or collect e-mail addresses or other contact information of other users or Inspectron customers from the Services by electronic or other means, including but not limited to the purpose of sending unsolicited emails, or creating user accounts by automated means or under false pretences;

(aa)         use the Services in a manner that would disparage, tarnish, or otherwise harm third parties or Inspectron, their rights, assets or interests or that would damage the Services;

(bb)         use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security, or servers, networks, or other devices running, or connected to, the Services;

(cc)          collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service, including but not limited to (attempt to) upload or transmit any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”); or

(dd)         violate the law in any way, or violate the privacy of others, or defame or otherwise intend to harm others.

Together the “Acceptable Use Restrictions”.

6.2           You acknowledge that in the event Inspectron, in its sole discretion, suspects or has reason to suspect that you are involved in any way in activities that violate any local, state, national or international law or regulation, Inspectron may disclose such information to authorities that Inspectron, in its sole discretion, deems appropriate to handle such disclosure. Appropriate authorities may include, without limitation, law enforcement agencies, child protection agencies or court officials. You hereby acknowledge that Inspectron is permitted to make such disclosure.

6.3           You also acknowledge that in the event Inspectron in its sole discretion determines, suspects or has reason to suspect that you violate any of the Acceptable Use Restrictions or restrictions stated in Schedule 1, Inspectron may take any action it deems necessary, including (i) deleting User Data and Uploading Data, (ii) suspending or terminating your account or (iii) claiming appropriate compensation.

7.              Intellectual property rights

7.1           You acknowledge that all Intellectual Property Rights in the App anywhere in the world belong to us or our licensors, that rights in the App are licensed (not sold) to you, and that you have no rights in, or to, the App other than the right to use it in accordance with these Terms and Conditions.

7.2           For the purpose of these Terms and Conditions, “Intellectual Property Rights” means all patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

7.3           You acknowledge that you have no right to have access to the App in source-code form.

7.4           Inspectron retains all right, title and interest in and to any modifications, derivative works, improvements and developments of the App. This includes any improvement or change following suggestions or comments made by you regarding the Services or the App. You hereby assign all right, title and interest in and to your suggestions or comments to Inspectron and will execute any paper required to perfect such rights if applicable.

8.              License

8.1           Grant and scope of licence

In consideration of you agreeing to abide (i) by these Terms and Conditions, (ii) by the App Marketplace Rules and (iii) where applicable, by the conditions of your Subscription Plan including the payment of the relevant fees; we grant you a worldwide, non-transferable, non-exclusive licence, without a right of sublicense, right to access and use the App subject to these Terms and Conditions and, where applicable, your Subscription Plan. We reserve all other rights.

8.2           Third-party Intellectual Property Rights licensed to Inspectron

The App may include code and libraries licensed to Inspectron by third parties, including open source software.

Additional information regarding Inspectron’s use of third-party code and libraries can be accessed on https://www.inspectrontools.com/legal.

8.3           Licence restrictions

(a)            Except as expressly set out in these Terms and Conditions or as permitted by any local law, you shall:

(i)              not use the App for any resale purposes;

(ii)             only use the App for professional purposes, thereby excluding any personal use of the App, however you shall not use the App as a service bureau or as an application service provider basis;

(iii)            not reproduce or copy the App except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security, including but not limited to refrain from copying or adapting the App using Flash, PHP, HTML, JavaScript, or other code;

(iv)           not rent, lease, sub-license, loan, translate, enhance, improve, merge, adapt, vary or modify the App;

(v)             not make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs, except as explicitly authorized and subject to the conditions and limitations imposed in a written agreement with us or your Subscription Plan;

(vi)           not seek to obtain or derive the source code, underlying ideas, algorithms or non-public APIs of the App;

(vii)          not modify the source code of the App;

(viii)         not reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services;

(ix)           not disassemble, decompile, decipher, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that, subject to applicable law, such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities:

(A)            is used only for the purpose of achieving inter-operability of the App with another software program;

(B)            is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

(C)           is not used to create any software that is substantially similar to the App;

(x)             refrain from deleting the copyright notices or other proprietary rights notices from the App;

(xi)           not alter nor remove any copyright notice or other proprietary rights notices that may appear on any part of the Services;

(xii)          not publish any benchmark or comparison information regarding the Services without the prior written consent of Inspectron;

(xiii)         not provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from us; and

(xiv)         comply with all applicable laws, statutes, ordinances, and regulations, including all technology control or export laws and regulations that apply to the technology used or supported by the App or any Service,

together “Licence Restrictions”.

8.4           Articles 6.2 and 6.3 shall apply mutatis mutandis in the event Inspectron, in its sole discretion, suspects or has reasons to suspect that you are violating the License Restrictions.

8.5           You acknowledge and accept that you will be responsible for any (mis)use of the App and the Services through your account.

8.6           Third-party products or services

You may choose to use third-party applications, software or programs in connection with the Services. You may decide to grant third-parties access to User Data and/or Uploaded Data for interoperation of their product and/or service with the Services.

Your use of any third-party applications, software or programs with the Services is at your sole risk and expense. Inspectron will have no responsibility nor liability for (i) any errors in User Data and/or Uploaded Data that are transmitted or processed by any third party applications, software or programs, whether such errors were created by you or by such other applications, software or programs, or any third party service provider; or (ii) any disclosure, modification or deletion of User Data and/or Uploaded Data resulting from access to or manipulation of User Data and/or Uploaded Data by third party applications, software or programs or any third party service provider.

9.              WARRANTIES AND LIMITATION OF LIABILITY

9.1           DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

(a)            YOU ACKNOWLEDGE THAT THE APP HAS NOT BEEN DEVELOPED TO MEET YOUR INDIVIDUAL REQUIREMENTS AND THAT IT IS THEREFORE YOUR RESPONSIBILITY TO VERIFY THAT THE FACILITIES AND FUNCTIONS OF THE APP MEET YOUR REQUIREMENTS AS DESCRIBED ON THE APP MARKETPLACE, AND/OR OUR WEBSITE AND/OR YOUR SUBSCRIPTION PLAN. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. THE SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” BASIS AND WE MAKE NO EXPRESS OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR AS REGARDS THE CORRECT, ERROR-FREE OR UNINTERRUPTED OPERATION OF THE APP. IN PARTICULAR, ITS OPERATION MAY BE MOMENTARILY INTERRUPTED DUE TO MAINTENANCE, UPDATES OR TECHNICAL IMPROVEMENTS. WE THEREFORE ASSUME NO RESPONSIBILITY OR LIABILITY AS REGARDS THE APP, ITS AVAILABILITY NOR THE CORRECTNESS OF THE DATA THEREIN. YOU ACKNOWLEDGE THAT YOUR USE OF THE APP AND OF OUR SERVICES, IS AT YOUR OWN RISK. INSPECTRON DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES.

UNLESS AS SET FORTH IN ARTICLE 0 BELOW, IN NO EVENT WILL INSPECTRON BE LIABLE FOR (A) ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES IN RELATION TO THE APP AND YOUR USE OF OUR SERVICES, INCLUDING BUT NOT LIMITED TO INTERRUPTION OR LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER ECONOMIC ADVANTAGE AND ANY NON-ECONOMIC LOSSES, EVEN IF INSPECTRON HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR (B) ANY CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST INSPECTRON MORE THAN ONE (1) YEAR AFTER THE EARLIER OF (I) THE DISCOVERY OF THE CIRCUMSTANCES GIVING RISE TO SUCH CLAIM OR (II) THE DATE ON WHICH THIS AGREEMENT EXPIRES OR IS TERMINATED.

(c) NOTHING IN THESE TERMS AND CONDITIONS SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR:

(i)              DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE;

(ii)             FRAUD OR FRAUDULENT MISREPRESENTATION; AND

(iii)            ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.

(b)            THESE TERMS AND CONDITIONS SET OUT THE FULL EXTENT OF OUR OBLIGATIONS AND LIABILITIES IN RESPECT OF THE SUPPLY OF THE APP AND THE SERVICES. EXCEPT AS EXPRESSLY STATED HEREIN, THERE ARE NO CONDITIONS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS, EXPRESS OR IMPLIED, THAT ARE BINDING ON US. ANY IMPLIED CONDITION, WARRANTY OR REPRESENTATION IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

(c)             Inspectron uses best efforts to provide the Services within the limits set forth herein. Inspectron cannot be held liable for the incorrect or untimely performance of the Services, in particular, but without limitation, if such incorrect or untimely performance was caused in whole or in part by your failure to comply with your contractual obligations or by an Event Outside Our Control (as defined in Article 14).

(d)            THESE LIMITATIONS AND EXCLUSIONS OF WARRANTIES WILL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

9.2           WARRANTIES FOR WI CLOUD SERVICES

Should you use the Wi Cloud Services, the following warranties apply without prejudice to the limitations of the warranties of article 9.1.

(a)            Performance

Inspectron warrants that the Wi Cloud Services will materially comply with Inspectron’s Functional Specifications for the Services as set forth under Schedule 1,  except no warranty is provided for any lack of compliance caused by or related to (i) your use of the Wi Cloud Services not in accordance with these Terms and Conditions, (ii) your use of the Wi Cloud Services or any related deliverable in combination with products, equipment or software not supplied by Inspectron or other than in accordance with Inspectron’s instructions and Functional Specifications, (iii) any misuse or modification of the Wi Cloud Services by you or any person other than Inspectron, (iv) any act, omission or non-compliance caused by or related to the acts or omissions of third parties, or (v) your failure to operate the Wi Cloud Services or any related deliverable in the specified environment.

You acknowledge that you have been properly informed about the nature of the Wi Cloud Services and about the Functional Specifications.

(b)            Virus and other harmful code

Inspectron warrants that it will use reasonable commercial efforts to ensure that the Wi Cloud will be free of any viruses, malware or other harmful code but it assumes no responsibility for any harmful materials submitted by you to the Wi Cloud.

(c)             Procedure

Any claim by you under the limited warranties granted in this article 9.2 must be made in writing to Inspectron within thirty (30) days after discovery of the claimed defect.

Your sole and exclusive remedy for any Wi Cloud Services not conforming with a limited warranty of this Agreement is limited, at Inspectron’s option, to Inspectron (i) using reasonable commercial efforts to attempt to correct or work around errors, or (ii) replacing the Wi Cloud Services with a functionally equivalent Inspectron product or, where applicable (iii) crediting or refunding any unused pre-paid fees Inspectron received pursuant to your Subscription Plan for the affected Services. Inspectron’s total liability and/or warranty obligations will not exceed the Subscription fees it received for the affected Services for the duration of your Subscription Plan (and in no event covering more than a total of twelve (12) months).  Repaired or replaced Services will be warranted only for the remaining portion of the applicable term of your Subscription Plan.

10.           Indemnity

10.1         You will defend, indemnify and hold Inspectron and its affiliates and their respective successors, assigns, officers, directors and employees (the “Indemnified Party“) harmless from and against any and all claims and damages based upon or arising out of claims (i) that you use, have allowed to use or have used the Services in a manner that is in breach of these Terms and Conditions or does not comply with either Inspectron’s instructions or, where applicable, with the conditions of your Subscription Plan; (ii) resulting from the modifications of the Services by you; (iii) that any product or service offered by you, excluding any Services, is in breach of any third party Intellectual Property Rights or any proprietary right including rights of privacy or publicity; (iv) that User Data or Uploaded Data has been obtained, transferred to Inspectron or is being used by you in violation of any law, statute or regulation, or in violation of any applicable privacy and data security policies; or (v) resulting from any breach of law, statute or regulation caused by you.

10.2         In the event of any claims for which the Indemnified Party seeks indemnification as set forth in this Article 10, the Indemnified Party will notify you and you will keep the Indemnified Party reasonably informed at all times as to the status of any claim. No settlement will be less than a full and complete settlement of all claims, and no settlement will include any admission of fault or any public statement by the Indemnified Party without the Indemnified Party’s prior written consent. The Indemnified Party may monitor the defence of the claim with counsel of its own choosing at its own cost and expense.

10.3         If the use of any Services infringes a third party’s intellectual property right, Inspectron will, at Inspectron’s option and in its entire discretion, (i) obtain for you the right to use the Services; (ii) substitute an equivalent product reasonably acceptable to you and extend this indemnity thereto; or (iii) terminate this Agreement.

Notwithstanding the foregoing, Inspectron will have no obligation or otherwise with respect to any third party claim based upon (i) any use of the Services not in accordance with the Agreement, (ii) any use of the Services in combination with products, equipment or software not supplied by Inspectron or other than in accordance with Inspectron’s instructions, (iii) any misuse or modification of the Service by you or any person other than Inspectron, (iv) any act, omission or non-compliance caused by or related to the acts or omissions of third parties, (v) your failure to operate the Services in the specified environment or with the specified equipment under Article 3, or (vi) any other use of the Services other than in accordance with Inspectron’s instructions or your Subscription Plan.

10.4         This Article 10.3 states Inspectron’s sole and exclusive liability, and your sole and exclusive remedy, for any third party’s claim in relation to the actual or alleged infringement of any third party intellectual property or proprietary right by Inspectron.

11.           Confidentiality

11.1         Generally

“Confidential Information” will mean confidential or other non-public proprietary information that is disclosed by Inspectron to you under these Terms and Conditions or that you may access during your use of the Services, provided that it is identified as confidential at the time of disclosure or should be reasonably known by you to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Confidential Information includes, without limitation, software, software code and designs, software performance information, hardware, product specifications and documentation, know-how, financial data, business, marketing and product plans, or technology.

The provisions of this article will survive any expiration or termination of the Terms and Conditions.

11.2         Obligations of Confidentiality

You agree that you will hold in strict confidence and not disclose the Confidential Information to any third party and to use the Confidential Information for no purpose other than the purposes expressly permitted by these Terms and Conditions.  You will only permit access to our Confidential Information to the persons having a need to know and who have signed or are bound by confidentiality obligations or agreements containing terms at least as restrictive as those contained in these Terms and Conditions. You will maintain the confidentiality and prevent accidental or other loss or disclosure of any Confidential Information with no less than reasonable care.

11.3         Exclusions from Obligations

Your obligations of confidentiality under these Terms and Conditions will not apply to information that you can document as: (i) being in the public domain without the breach of any agreement or fiduciary duty or the violation of any law, (ii) being known to you prior to the time of disclosure without the breach of any agreement or fiduciary duty or the violation of any law, (iii) being proven by contemporaneous records to be independently developed by you prior to receiving such Confidential Information and without use or reference to the Confidential Information.

11.4         Legally Required Disclosure

In the event you are required to disclose, pursuant to a judicial order, a requirement of a governmental agency or by operation of law, any Confidential Information then you will provide us with written notice of any such requirement immediately after learning of any such requirement, and take commercially reasonable measures to avoid or limit disclosure under such requirements and to obtain confidential treatment or a protective order and allow us to participate in the proceeding.  Any disclosure will be the minimum disclosure and no disclosure will remove the obligations of confidentiality to any remaining Confidential Information nor permit any other disclosure of the Confidential Information in other circumstances.

11.5         Injunctive Relief

You recognize and acknowledge that any use or disclosure of the Confidential Information in a manner inconsistent with the provisions of these Terms and Conditions will cause us irreparable damage for which remedies at law may be inadequate. Accordingly, we will have the right to seek an immediate injunction in respect of any breach of these confidentiality obligations to obtain such relief. Notwithstanding this article 11.5, this paragraph will not in any way limit the remedies in law or equity otherwise available to us.

11.6         Return of Confidential Information

Upon our written request, you will promptly return or destroy all documents and other tangible materials representing the Confidential Information and all copies thereof, except for any archived materials that are required to be retained by law or that are not easily retrievable from secured archival systems, or records created in the ordinary course of business that are kept by you and used only for contract compliance and enforcement purposes subject to continuing obligations of confidentiality.

12.           Termination

12.1         Termination for breach

(a)            We may terminate these Terms and Conditions with immediate effect by giving you notice via the App, by email, or in writing:

(i)              if you commit any breach of these Terms and Conditions which you fail to remedy (if remediable) within seven (7) days after the service of written notice requiring you to do so; or

(ii)             if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.

(b)            Upon termination of this Agreement for breach, Inspectron will make the Uploaded Data and User Data available to you for a period of thirty (30) days after the termination of the Agreement. You are responsible to arrange for and make the appropriate backup of the Uploaded Data and User Data within this thirty (30) days’ period. At the end of this period, and except as required by law, Inspectron will permanently erase the Uploaded Data and User Data. You acknowledge that the Uploaded Data and User Data cannot be recovered once it has been permanently deleted.

12.2         Termination for convenience

(a)            Inspectron may terminate this Agreement for convenience at any time on sixty (60) days’ notice. You may also terminate this Agreement for convenience at any time by deleting the App from your device and by notifying Inspectron by email at Customerservice@inspectrontools.com that you wish to close your account.

(b)            If you do not renew your Subscription Plan, this Agreement will be automatically terminated after sixty (60) days after the term of your Subscription Plan.

(c)             Upon termination of the Agreement for convenience, we will delete the Uploaded data and the User Data related to your Subscription Plan or related to you, including any such Uploaded Data and User Data that is stored in the Wi Cloud, except as required by law. You are responsible to arrange for and make the appropriate backup of the Uploaded Data and User Data before termination of the Agreement. You acknowledge that the Uploaded Data and User Data cannot be recovered once it has been deleted.

12.3         Consequence of termination for any reason

(a)            Upon termination of this Agreement, all rights granted to you under these Terms and Conditions shall cease.

(b)            Upon termination of this Agreement, you must immediately cease all activities authorised by these Terms and Conditions, including your use of any Services.

(c)             Upon termination of this Agreement, you must immediately delete or remove the App, and immediately destroy all copies of the App then in your possession, custody or control.

(d)            Upon termination of this Agreement, your personal data shall be deleted according to our Privacy Policy, except as required by law. For further information about our deletion and processing activity relating to your personal data, please see our Privacy Policy (https://www.inspectrontools.com/legal).

(e)            Any provision which by its nature is intended to survive these Terms and Conditions will survive any termination of these Terms and Conditions. In particular, the following articles will survive any termination of these Terms and Conditions: data protection (Article 5), Intellectual property rights (Article 7), warranties and limitation of liability (Article 9), indemnity (Article 10), confidentiality (Article 11), export restrictions (Article 15), governing law and dispute resolution (Articles 16.6 and 16.7).

(f)              Termination of this Agreement for any reason has no consequence on the (continued) performance of, nor the rights and obligations pursuant to the Subscription Plan, including its termination or continuation, entered into by you with the Vendor or with us.

13.           Communication between us

13.1         If you wish to contact us in writing, or if any condition in these Terms and Conditions require you to give us notice in writing, you can send this to us by e-mail at Customerservice@inspectrontools.com or by mail to our company address set forth above. We will confirm receipt of this by contacting you in writing, normally by e-mail.

13.2         If we have to contact you or give you notice in writing, we will do so by e-mail, via the App, via your account or by mail to the address you provide to us in your correspondence.

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

14.           Events outside our control

14.1         We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms and Conditions that is caused by any act or event beyond our reasonable control including failure of public or private telecommunications networks (“Event Outside Our Control”).

14.2         If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms and Conditions:

(a)            our obligations under these Terms and Conditions will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

(b)            we will use our reasonable endeavours to find a solution by which our obligations under these Terms and Conditions may be performed despite the Event Outside Our Control.

15.           Export restrictions

15.1         You acknowledge that the App and Services may be subject to export restrictions by the United States government, including but not limited to, the U.S. Export Administration Act and its associated regulations and agencies, and may be subject to import restrictions by certain foreign governments. You agree to comply with all applicable export and import laws and regulations in your download of, access to, and use of the App and Services.

15.2         You will not (and will not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the App or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list (collectively, “Prohibited Persons”); (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that (i) you are not located in, under the control of, or a national or resident of any such prohibited country and that (ii) none of User Data or Uploaded Data is controlled under the U.S. International Traffic in Arms Regulations or similar laws in other jurisdictions. You also certify that you are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. You agree not to use the App or Services for any prohibited end use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, without the prior permission of the United States government.

16.           Other important terms

16.1         We may transfer our rights and obligations under these Terms and Conditions to another organisation, but this will not affect your rights or our obligations under these Terms and Conditions.

16.2         These Terms and Conditions and any other terms and any other conditions (except for our Privacy Policy) stated in these Terms and Conditions are to be incorporated into these Terms and Conditions by reference. These (other) terms and conditions constitute, with our Privacy Policy, the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in these Terms and Conditions.

16.3         You may not transfer your rights or obligations under these Terms and Conditions to another person unless we agree thereto in advance and in writing.

16.4         If we fail to insist that you perform any of your obligations under these Terms and Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

16.5         Each of the conditions of these Terms and Conditions operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

16.6         Please note that these Terms and Conditions, their subject matter and its formation, are governed by the laws of the state of Michigan (United States), without regard to any conflicts of law rules, principles or precedent.  The United Nations Convention for the International Sale of Goods will not apply to this Agreement.

16.7         In the event of any claim or dispute, the parties will first attempt to amicably resolve the dispute by consulting and negotiating with each other.

The parties will use their reasonable efforts to resolve any dispute, claim or controversy (a “Dispute”) arising out of or relating to these Terms and Conditions through good faith negotiation in the spirit of mutual cooperation. Any party (“Notifying Party”) may give the other party (“Noticed Party”) written notice of a Dispute (for this purpose, e-mail notice is sufficient) pursuant to Article 13 of these Terms and Conditions.  Within fourteen (14) days after delivery of such notice, the Noticed Party will submit to the Notifying Party a written response. The notice and the response will include a statement of the delivering Party’s position and a summary of arguments supporting that position. Within thirty (30) days after delivery of the Noticed Party’s notice, representatives of both parties with authority to resolve the dispute will confer at a mutually acceptable time and place to attempt to resolve the Dispute (the “Conference”).  Unless otherwise agreed in writing by the parties, the above-described negotiation will end fourteen (14) days following the date of the Conference (“End of Negotiations”). Such End of Negotiations will not preclude continuing or later negotiations, if desired. All negotiations and documents exchanged pursuant to this Article are and will be confidential and inadmissible, for any purpose, in any legal proceeding involving the parties; provided that any underlying document or factual evidence that is otherwise admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.

If the dispute is not resolved by the End of Negotiations, either party may initiate mediation of the dispute with the JAMS Arbitration Association, or its successor—unless JAMS is unavailable, in which case another suitable arbitration/mediation entity will be chosen by Inspectron (“JAMS”).  Also, if either party fails to confer within the time periods provided in this Article, the other party may initiate mediation. The parties agree to attempt in good faith to resolve any dispute by mediation.

If the dispute is not resolved within sixty (60) days of the initiation of the mediation, either party may initiate binding arbitration of the dispute with JAMS. If either party fails to participate in the mediation, the other party may initiate binding arbitration. If mediation is unsuccessful, the parties agree to attempt in good faith to resolve any dispute by binding arbitration.

Following unsuccessful negotiations and mediation, any dispute arising out of or relating to these Terms and Conditions, including whether the claims asserted are arbitrable, will be referred to and finally determined by binding arbitration in accordance with the JAMS Arbitration Rules.

The arbitration will be conducted by a single arbitrator at an agreed upon location. If the parties do not agree to an arbitrator within fourteen (14) days after the arbitration is filed and the other party is provided notice of such filing, then such arbitrator will be selected by JAMS.  If the parties cannot agree on a location, it will be conducted in the default location of Detroit, Michigan. The arbitrator will be governed by these Terms and Conditions and may not change them. The arbitrator may not award punitive damages. The award of the arbitrator must finally resolve the dispute, and judgment on the award may be entered by any court with jurisdiction to do so.

The parties will bear the costs of mediation and arbitration equally. The parties will each bear their own legal costs and attorneys’ fees.

Nothing in this Article 16.7 will prevent or delay Inspectron from seeking injunctive relief with respect to a violation of Intellectual Property Rights in any appropriate jurisdiction.

17.           Digital Millennium Copyright Act (“DMCA”)

Notification of Claims of Infringement. If you are located in the United-States and you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify our agent for notice of claims of copyright or other intellectual property infringement at:

Designated Agent: Butzel Long

Address of Agent: 301 E Liberty St #500, Ann Arbor, MI 48104

Telephone:(734)995-3110
Fax: (734) 995-1777

Email: dmca@butzel.com

 

Please provide the following information:

1. Identify the material on the Site that you claim is infringing in sufficient detail so that we can find it;
2. Include the specific statement that you have a good faith belief that the disputed use you have identified is not authorized by the copyright owner, its agent, or the law;
3. Include the specific statement in which you declare, under penalty of perjury, that (a) the information you have provided is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
4. Your address, telephone number, and email address; and
5. Your physical or electronic signature.

 

We will remove the infringing content according to the procedures outlined in the Digital Millennium Copyright Act of 1998.

Please note that, pursuant to 17 U.S.C. 512(f), any misrepresentation of fact or falsities in a written notification will automatically subject the complaining party to liability for damages, costs and attorneys’ fees incurred by us in connection with the written notification and your allegation of copyright infringement.

 

 

These Terms and Conditions have been entered into on the date on which you first used the App.

 

• – Services & Functional Specifications

 

Feature	Description
Support Android versions	Android versions 9 and higher
Supported devices	Tablets, RealWear Navigator 520, RealWear Navigator 500, RealWear HTM-1.
Tool discovery	The App is able to discover Inspectron tools such as the WiScope and WiTorch (Tools) . Tools have two connection modes:   ●      Point to Point (P2P): Supported devices with the App installed  connect over WiFi to the Tool, which acts as its own Access Point (AP). ●      Router: The tool connects to the same WiFi network as the Supported devices . The Supported devices  can still have access to the internet via the WiFi network. ●      Bluetooth discovery (not available on WiScope).
Tool connection	●      The App is able to connect with discovered tools via one of the two modes (P2P, Router). ●      The App can reconfigure the tool to switch to another mode. ●      Bluetooth configuration of tool WiFi connection (not available on WiScope)
Live view	●      The App is able to display a live camera feed from connected tool. ●      Open/Pick the location to save media. ●      On the live view the battery level of the tool is displayed.
Controlling LED level	Tools have a white illumination LED light onboard. The App can control the LED lights to increase or decrease the LED brightness.
Controlling Camera	Tools have cameras onboard and the App can instruct the tool to: ●      Adjust Zoom level: zoom in or zoom out. ●      WiScope accessory imagers can have multiple cameras and the app allows user to switch between the front and side camera ●      WiScope can autorotate images based on how the camera is held. The Up-Is-UpTM mode can be toggled to enable/disable this behavior when using imagers with Up-Is-UpTM support.
Controlling capturing of media	The App has two modes: capturing images or recording a video.   In the App there are buttons to switch between those modes and depending on which selected mode the following actions are possible:   ●      Capture picture which will be saved to a location chosen by the user ●      Start/Stop recording which will be saved to a location chosen by the user   Tools have a hardware button to instruct the tool to record media. When the hardware button is pressed the App will be notified and execute the appropriate action.
Barcode code reader (*)	The App includes the ability to read common some common 1D and 2D barcode types.  There is a button in the App and on the WiTorch to initiate a barcode read.  The app can switch between barcode and OCR read modes.
OCR reader (*)	The App includes the ability to read some text and is specifically optimized to read VINs from labels on vehicles.  There is a button in the App and on the WiTorch to initiate an OCR read.  The app can switch between barcode and OCR read modes.
Wi Cloud synchronization (*)	A user with an active WiCollab subscription can upload images and videos to Wi Cloud.  By default the App and the Wi Cloud will syncronize stored images/videos while the App is logged in as a user with an active subscription and Internet connectivity is available.
Wi Cloud capabilities (*),(-)	The Wi Cloud has a web portal that allows users to: ·       view a media gallery that belongs to the user (or all users on the WiCollab account depending on user privileges) ·       delete media
Remote Assistance (*), (+)	Remote Assistance feature on Wi Cloud allows a user to initiate and conduct a 1 to 1 live session; i.e. video conference.
Wi Cloud Admin Portal (*)	WiCollab Account Owner  can view all App users from its WiCollab account, invite new users to the account and deactivate them if needed. WiCollab Account Owner can asign or remove subscriptions to users. WiCollab Account Owner can visualize, delete , modify medias retrieved from the Tools and stored on the Wi Cloud within its WiCollab Account. Account Owner can set permissions for users.
Firmware updates	When the tool is connected in router mode via a WiFi network the App will check if there is a new firmware version available for the tool. If there is a newer version available, the user will be informed with the choice to update or not.
Report problem	The App has an option to report a problem when using the app. The user can fill in some questions and add media such as screenshots.
Send Feedback	Any feedback the user has regarding the App  can be submitted.
(*) available functionalities if appropriate Subscription Plan has been purchased by User.
(+) The remote assistance feature (video conferencing) within WiCollab is intended for occasional brief sessions.  The primary use case is for a technician to collaborate with a remote subject matter expert.  The remote assistance feature is not to be used for video surveillance or other applications that would result in excessive video conferencing time.  We reserve the right to restrict usage to what we deem reasonable for the intended use case.
(-) Wi Cloud allows for online web viewing and downloading of content stored in the Wi Cloud.  The use of the web portal viewing of images and videos (media) in the cloud and downloading of media is permitted, but should be reasonable.  We reserve the right to limit access to WiCollab Accounts with media viewing and downloading that we deem excessive