Terms and Conditions
We at NGU Solutions welcome you to our website. We provide you these Terms of Use so that you can understand the terms under which we provide our website to you.
Website Terms and Conditions of Use
The Ulrich and Ruth Frank Foundation for International Health, (together with all its subsidiaries and affiliates who operate the Sites, as defined below, to be collectively referred to as “us,” “we,” or “NGU Solutions”), provides its website www.ngusolutions.org as well as other related services and websites such as hso.info (together referred to as the “Sites”). NGU Solutions is committed to protecting your privacy and to handling your Personally Identifiable Information (as defined below) with care and respect. This Privacy Policy, which is part of and incorporated into the NGU Solutions Terms and Conditions of Use (“Terms of Use”), describes how we collect, use, share, and protect your Personally Identifiable Information on the Sites. Your use of any of the Sites indicates that you accept this Privacy Policy. By accepting this Privacy Policy, you expressly consent to our collection, storage, use, and disclosure of your Personally Identifiable Information as described below. All capitalized terms that are not defined herein shall have the meanings ascribed to them in the Terms of Use.
We reserve the right to change this Privacy Policy at any time. Such changes, modifications, additions, or deletions shall be effective immediately upon notice thereof, by email to the email address listed for registered users or by posting the revised Privacy Policy on this page. You acknowledge and agree that it is your responsibility to maintain a valid email address as a registered user (if you wish to actively receive updates), and to review the Sites and this Privacy Policy periodically, and to be aware of any modifications. Your continued use of any of the Sites after such modifications will constitute your: (a) acknowledgment of the modified Privacy Policy; and (b) agreement to abide and be bound by the modified Privacy Policy.
- Consent to Agreement
- This page states the terms and conditions under which you may use the sites. Please read this page carefully. By navigating through the sites or any of its pages and links, you agree to be bound by these terms of use. If you do not wish to be bound by these terms of use, you should exit the sites now. Your remedy for dissatisfaction with the sites, these terms of use, the NGU Solutions privacy policy, or any products, services, content, or other information available on or through the sites, is to stop using the sites and/or those particular products or services. Your agreement with us regarding compliance with these terms of use becomes effective immediately upon the commencement of your use of any of the sites.
We reserve the right to change these Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review the Sites and these Terms of Use periodically and to be aware of any modifications to these Terms of Use. Your continued use of any of the Sites after such modifications will constitute your acknowledgment of the modified Terms of Use and your agreement to abide and be bound by the modified Terms of Use.
- Privacy Policy
- The NGU Solutions Privacy Policy (“Privacy Policy”) is part of and incorporated into these Terms of Use. You agree that you have reviewed, agree to, and understand our Privacy Policy and the terms and conditions thereof. If you are located outside of the United States, please note that the information that you provide is being sent to the United States and to other countries as needed. By using the Sites, you consent to your data being sent to the United States and other countries and to such other third parties and jurisdictions as may be involved in the provision, operation, and evaluation of the Sites.
- NGU Solutions Does Not Provide Medical or Health Advice
- The Sites do not provide medical or health advice. The contents of the Sites, such as text, graphics, images, information obtained from NGU Solutions’ links, licensors, and other NGU Solutions Content (as defined below) contained on or linked to or from the Sites are for educational and informational purposes only. The NGU Solutions Content is not intended to be a substitute for professional medical or health advice, diagnosis, or treatment unless otherwise specified. Information on these Sites is generic and is not designed to take into account the specific objectives, needs, and circumstances of any particular individual. We cannot guarantee that the information on the Sites is accurate and up-to-date. Seek the advice of a physician or other qualified health provider with any questions you may have regarding a medical condition. You should never disregard professional medical advice or delay in seeking it because of something you have read on the Sites. If you think you may have a medical emergency, you should contact your doctor or call 911, or seek other emergency assistance if 911 is not available to you.
NGU Solutions does not recommend or endorse any specific tests, physicians, products, procedures, treatments, opinions, or other information that may be described, mentioned, or discussed in any of the services, databases, or pages accessible within or from the Sites. Reliance on any information provided by NGU Solutions, NGU Solutions employees, others appearing on the Sites at the invitation of NGU Solutions, other visitors to the Sites, or Third Party Sites that the Sites may link to is solely at your own risk.
- The Sites do not provide medical or health advice. The contents of the Sites, such as text, graphics, images, information obtained from NGU Solutions’ links, licensors, and other NGU Solutions Content (as defined below) contained on or linked to or from the Sites are for educational and informational purposes only. The NGU Solutions Content is not intended to be a substitute for professional medical or health advice, diagnosis, or treatment unless otherwise specified. Information on these Sites is generic and is not designed to take into account the specific objectives, needs, and circumstances of any particular individual. We cannot guarantee that the information on the Sites is accurate and up-to-date. Seek the advice of a physician or other qualified health provider with any questions you may have regarding a medical condition. You should never disregard professional medical advice or delay in seeking it because of something you have read on the Sites. If you think you may have a medical emergency, you should contact your doctor or call 911, or seek other emergency assistance if 911 is not available to you.
- Eligibility
- By using the Sites, you affirm that you are either more than eighteen (18) years of age (or the applicable age of majority in your jurisdiction of residence, if higher than 18), an emancipated minor, or possess legal parental or guardian consent to use the Sites and that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. If you are a parent or guardian and you provide your consent to your child’s use of the Sites, you agree to be bound by these Terms of Use in respect of their use of the Sites.
In any case, you affirm that you are over the age of 13, as the Sites are not intended for children under 13. If you are under 13 years of age, please do not use the Sites.
- By using the Sites, you affirm that you are either more than eighteen (18) years of age (or the applicable age of majority in your jurisdiction of residence, if higher than 18), an emancipated minor, or possess legal parental or guardian consent to use the Sites and that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. If you are a parent or guardian and you provide your consent to your child’s use of the Sites, you agree to be bound by these Terms of Use in respect of their use of the Sites.
- NGU Solutions Content
- NGU Solutions owns or licenses all legal right, title, and interest in the Sites and in any text, information, communications, software, photos, video, graphics, music, sounds, scripts, icons, images, audio clips, designs, interfaces, layouts, and other material and services developed by or for NGU Solutions on the Sites, and the trademarks, service marks, and logos contained therein, including without limitation, message boards, chat, and other original content (the ” NGU Solutions Content”). For the avoidance of doubt, the materials defined as NGU Solutions Content do not include any materials or services provided by Third Party Sites or any Third Party Content (as defined below), including content found on hso.info. NGU Solutions authorizes you to view and download copies of the NGU Solutions Content on the Sites solely for personal or educational, non-commercial use, provided:
- The source of the content is appropriately acknowledged
- You acknowledge that NGU Solutions providers remain the owner of all NGU Solutions content posted on the Sites and that you do not acquire any of those ownership rights by reproducing such content for non-commercial or educational purposes; and
- You may not download, copy, or use the NGU Solutions logo and any other marks or logos appearing on the Sites for any purpose without the permission of NGU Solutions.
- NGU Solutions owns or licenses all legal right, title, and interest in the Sites and in any text, information, communications, software, photos, video, graphics, music, sounds, scripts, icons, images, audio clips, designs, interfaces, layouts, and other material and services developed by or for NGU Solutions on the Sites, and the trademarks, service marks, and logos contained therein, including without limitation, message boards, chat, and other original content (the ” NGU Solutions Content”). For the avoidance of doubt, the materials defined as NGU Solutions Content do not include any materials or services provided by Third Party Sites or any Third Party Content (as defined below), including content found on hso.info. NGU Solutions authorizes you to view and download copies of the NGU Solutions Content on the Sites solely for personal or educational, non-commercial use, provided:
Unless stated otherwise, all NGU Solutions content is copyrighted by The Ulrich and Ruth Frank Foundation for International Health, P.O. Box 7, Clear Lake, WA 98235. NGU Solutions reserves all rights not expressly granted in and to the Sites and its NGU Solutions Content. The copyright for text or images on these Sites may be held by an entity other than NGU Solutions. All rights are reserved on such material, and permission of the copyright owner must be requested to use it. The NGU Solutions Content may be protected by copyright under both United States and foreign laws, and unauthorized use of the NGU Solutions Content may violate copyright, trademark, and other laws. You may not use any trademark, service mark, trade name, or logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized use of such marks, names, or logos. You must retain all copyright and other proprietary notices contained in the original NGU Solutions Content on any copy made by you of the NGU Solutions Content. You may not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the NGU Solutions Content. You may not sell or modify the NGU Solutions Content or reproduce, display, publicly perform, distribute, or otherwise use the NGU Solutions Content in any way for any commercial purpose without prior written permission. If you breach the Terms of Use or the terms of use of any Third Party Sites that you visit through your use of the Sites, your permission to use the NGU Solutions Content shall be automatically terminated, and you must immediately destroy any copies you have made of the NGU Solutions and/or linked Content.
- Artificial Intelligence Usage
- We leverage artificial intelligence technologies from providers such as Anthropic, OpenAI, Gemini, and others across various aspects of our operations, including content creation and communication, with human review of AI-generated content, to enhance efficiency and innovation while maintaining quality.
- Third Parties and Third-Party Sites
- Our Sites contain links to external websites owned by third parties. These Terms of Use do not apply to external or third-party websites (“Third Party Sites”) or to any text, information, communications, software, photos, video, graphics, music, sounds, scripts, icons, images, audio clips, designs, interfaces, layouts, and other material and services on such Third Party Sites, and the trademarks, service marks, and logos contained therein (the “Third Party Content”), whether or not NGU Solutions provides a link to such Third Party Sites.
You understand that all third-party content you may have access to as part of or through your use of the Sites is the sole responsibility of the person or organization from which such content originated. You should be aware that third-party content that the Sites may link to may be protected by intellectual property rights owned by the persons who provide that third-party content. It is your responsibility to examine the policies of Third Party Sites and to secure all necessary permissions. You cannot assume that the external sites will abide by the same provisions as these Terms of Use or Privacy Policy. Any opinions, advice, statements, services, offers, or other information contained in Third Party Sites is the responsibility of the respective authors or providers of that third-party material. NGU Solutions is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Third Party Sites.
NGU Solutions takes no responsibility for any third-party content and does not endorse the views or information expressed by the organizations or individuals responsible for such third-party sites. To the extent permitted by law, NGU Solutions denies all liability (including for negligence) for any loss, cost, expense, injury, death, or damage arising out of your use of third-party sites.
- NGU Solutions Software
- NGU Solutions gives you a personal, worldwide, royalty-free, non-assignable, and non-exclusive license to use the software provided to you by NGU Solutions as part of NGU Solutions’ services (referred to as the “Software” below). This license is granted for the sole purpose of enabling you to use and enjoy the benefit of the services as provided by NGU Solutions in the manner permitted by the Terms of Use. You may not (and may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of the Software or any part thereof unless this is expressly permitted or required by law, or unless you have been specifically permitted to do so by NGU Solutions, in writing. Unless NGU Solutions has given you specific written permission to do so, you may not assign (or grant a sublicense of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
- Submissions
- Subject to our Privacy Policy, any communication or NGU Solutions Content that you transmit to the Sites or to us, including any solicited or unsolicited articles, syllabi, comments, suggestions, ideas, inquiries, feedback, mentor/mentee or peer/trainee communications, assessments, multiple choice or other questions, art, research, notes, assignments, quizzes, exams, or other communications and information you provide to NGU Solutions (collectively, “Submissions”), whether by email or other means, for any reason, will be treated as non-confidential and non-proprietary. By transmitting or posting any Submission, you hereby grant NGU Solutions a worldwide, non-exclusive, royalty-free, perpetual, transferable, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, sell, assign, analyze, perform research and create publications on, translate, create derivative works from, distribute and display such Submissions, in whole or in part, in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works. You also acknowledge that Submissions may not be returned, and NGU Solutions may use your Submissions and any ideas, concepts, or know-how contained therein for any purpose, including, without limitation, developing, refining, manufacturing, distributing, and marketing products. You also hereby grant each user of the Sites a non-exclusive license to access your Submissions through the Sites and to use, reproduce, distribute, display, and perform such Submissions as permitted through the functionality of the Sites and under these Terms of Use.
You shall be solely responsible for your own Submissions and the consequences of posting or publishing them. By uploading Submissions, you affirm, represent, and warrant that you own or have all of the necessary licenses, rights, consents, and permissions (including, without limitation, permission from any third parties depicted in your Submission to use their name, image, likeness, sound, or biographical material) to use and authorize NGU Solutions to use all patent, trademark, trade secret, copyright, or other proprietary rights in and to any and all Submissions to enable inclusion and use of the Submissions in the manner contemplated by the Sites and these Terms of Use.
- Subject to our Privacy Policy, any communication or NGU Solutions Content that you transmit to the Sites or to us, including any solicited or unsolicited articles, syllabi, comments, suggestions, ideas, inquiries, feedback, mentor/mentee or peer/trainee communications, assessments, multiple choice or other questions, art, research, notes, assignments, quizzes, exams, or other communications and information you provide to NGU Solutions (collectively, “Submissions”), whether by email or other means, for any reason, will be treated as non-confidential and non-proprietary. By transmitting or posting any Submission, you hereby grant NGU Solutions a worldwide, non-exclusive, royalty-free, perpetual, transferable, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, sell, assign, analyze, perform research and create publications on, translate, create derivative works from, distribute and display such Submissions, in whole or in part, in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works. You also acknowledge that Submissions may not be returned, and NGU Solutions may use your Submissions and any ideas, concepts, or know-how contained therein for any purpose, including, without limitation, developing, refining, manufacturing, distributing, and marketing products. You also hereby grant each user of the Sites a non-exclusive license to access your Submissions through the Sites and to use, reproduce, distribute, display, and perform such Submissions as permitted through the functionality of the Sites and under these Terms of Use.
You agree that you will not submit, post, or upload any material to the Sites that:
- Is inappropriate, offensive, or contrary to any applicable laws or standards. This includes, without limitation, material which: (i) is obscene or indecent, depicts violence, sexual activity, or pornography; or contains instructions in crime or drug use; or (ii) defames, harasses, menaces, threatens, abuses, offends, bullies, or embarrasses any person; Infringes the copyright, moral rights, confidentiality rights, or intellectual property rights of any person, for example, by reproducing text, images, lectures, songs, poems, articles, logos, trademarks, pictures, photos, music, or other material that is not owned by you (or which you do not have a license to reproduce on the Sites);
- Infringes any of our rights or the rights of any third person, including privacy rights;
- Impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
- Breaches applicable local, national, or international laws, regulations, standards, or codes as enacted, modified, or updated from time to time;
- Advocates the use of force or violence towards any person;
- Encourages, endorses, approves, or recommends the performance of dangerous or illegal acts;
- Is an advertisement or any form of commercial solicitation; or
- Contains adware, spyware, worms, viruses, or other code that has harmful or destructive properties.
You may not use a false email address, impersonate any person or entity, or otherwise mislead NGU Solutions as to the origin of any Submissions. You agree to indemnify NGU Solutions for all claims arising from or in connection with any claims to any rights in any materials or Submissions.
You further understand and acknowledge that you may be exposed to Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against NGU Solutions with respect thereto.
NGU Solutions does not endorse any user Submissions or any opinion, recommendation, or advice expressed therein, and NGU Solutions expressly disclaims any and all liability in connection with User Submissions.
- User Conduct
- You agree not to use the Sites or the NGU Solutions Content to (i) restrict or inhibit others from using and enjoying the Sites; (ii) gain unauthorized access to other accounts on the Sites, other computer systems, or networks; (iii) store, collect, or disclose any information except as strictly necessary to use the Sites; or (iv) impersonate or otherwise misrepresent any person or entity, make false or misleading indications of origin or fact. You agree not to use the Sites or the NGU Solutions Content to transmit or upload: (i) unauthorized advertising, promotional materials, junk mail, “spam,” chain letters, or any other form of unauthorized solicitation; (ii) any material that violates or infringes the rights of third parties; (iii) any virus or any programs or component designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; (iv) any material that is unlawful, threatening, abusive, harmful, harassing, defamatory, tortious, hateful, obscene, sexually explicit or indecent, or racially, ethnically, or otherwise objectionable. Without limiting the foregoing, you agree to comply with all applicable laws, rules, and regulations that apply to your use of the Sites. You, and not NGU Solutions, shall be responsible for ensuring that your use of the Sites and NGU Solutions Content does not constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law, regulation, or ordinance, including, but not limited to, U.S. law regarding the transmission of technical data. You agree to obey the requirements, procedures, and policies of computer systems connected to the Sites. NGU Solutions shall have the right, but not the obligation, to monitor or review your conduct on the Sites.
In addition, if you are a student or trainee of NGU Solutions, you have certain responsibilities with respect to your conduct as set forth in the Student Code of Conduct. Your use of the Sites is subject to and must fully conform to this Code.
- You agree not to use the Sites or the NGU Solutions Content to (i) restrict or inhibit others from using and enjoying the Sites; (ii) gain unauthorized access to other accounts on the Sites, other computer systems, or networks; (iii) store, collect, or disclose any information except as strictly necessary to use the Sites; or (iv) impersonate or otherwise misrepresent any person or entity, make false or misleading indications of origin or fact. You agree not to use the Sites or the NGU Solutions Content to transmit or upload: (i) unauthorized advertising, promotional materials, junk mail, “spam,” chain letters, or any other form of unauthorized solicitation; (ii) any material that violates or infringes the rights of third parties; (iii) any virus or any programs or component designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; (iv) any material that is unlawful, threatening, abusive, harmful, harassing, defamatory, tortious, hateful, obscene, sexually explicit or indecent, or racially, ethnically, or otherwise objectionable. Without limiting the foregoing, you agree to comply with all applicable laws, rules, and regulations that apply to your use of the Sites. You, and not NGU Solutions, shall be responsible for ensuring that your use of the Sites and NGU Solutions Content does not constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law, regulation, or ordinance, including, but not limited to, U.S. law regarding the transmission of technical data. You agree to obey the requirements, procedures, and policies of computer systems connected to the Sites. NGU Solutions shall have the right, but not the obligation, to monitor or review your conduct on the Sites.
- Notices of Alleged Infringement
- In the event you believe that any content posted on the Sites infringes your copyright or other intellectual property rights, you may notify NGU Solutions by providing the information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. 512, to NGU Solutions as follows: a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; b) identification of the copyrighted work claimed to have been infringed; c) information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number, and if available, an email address at which the complaining party may be contacted; d) identification of the NGU Solutions Content that is claimed to be infringing or to be subject to infringing activity and that is to be removed, and information reasonably sufficient to permit us to locate the NGU Solutions Content; e) a statement that you have a good faith belief that use of the NGU Solutions Content in the manner complained of is not authorized by the copyright owner, agent, or the law; and f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
NGU Solutions’ designated Copyright Agent to receive notifications of claimed infringement is Miriam Chickering, NGU Solutions CEO; email: info@ngusolutions.org. You acknowledge that if you fail to comply with all of the requirements of this Section 10, your DMCA notice may not be valid.
You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified NGU Solutions Content from the Sites without liability to you or any other party and that the claims of the complaining party and the party that originally posted the NGU Solutions Content will be referred to the United States Copyright Office for adjudication as provided in the DMCA. Additionally, we may decide, in our sole discretion, to take further disciplinary action, including account suspension or termination, if you repeatedly upload or link to copyright-infringing material. If you believe that your Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your User Submission, you may send a counter notice containing the following information to the Copyright Agent: a) your physical or electronic signature; b) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; c) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; d) your name, address, telephone number, and email address; e) a statement that you consent to the jurisdiction of the federal court in California; and f) a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, NGU Solutions may send a copy of the counter-notice to the original complaining party, informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member, or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at NGU Solutions’ sole discretion.
- Translation of the Sites
- For your convenience, NGU Solutions may offer access to an electronic translation service hosted by Google™ Translate. Google™ Translate may not always give you an exact translation. Anyone relying on information obtained from Google™ Translate does so at his or her own risk. NGU Solutions cannot approve or endorse this program or the results generated therefrom. NGU Solutions does not make any promises, warranties, or guarantees as to the accuracy of the translations provided and shall not be liable for damages or losses of any kind arising out of, or in connection with, the use or performance of such information.
- Translation of the Sites
- The sites and all content, functions, materials, and information made available on or accessed through the sites are provided “as is” without warranty of any kind. Without limiting the foregoing, to the fullest extent permissible by law, NGU Solutions and its subsidiaries and affiliates make no representation or warranties of any kind whatsoever for the sites, the content, or any other materials, services, information, and functions made accessible by or accessed through the sites, for any products or services or hypertext links to third parties, or for any breach of security associated with the transmission of sensitive information through the sites or associated materials or any third party site. NGU Solutions makes no representation that the materials on these sites conform to your local laws, and if you are accessing these sites from a location outside California, you alone are responsible for compliance with your local laws. NGU Solutions and its subsidiaries and affiliates hereby disclaim any and all warranties, whether express, implied, or statutory, including, without limitation, any warranties of title, non-infringement, merchantability, and fitness for a particular purpose. NGU Solutions makes no warranties or representations as to the accuracy or completeness of the sites, the content, or any other materials, information, or functions made accessible by or accessed through the sites. The above limitations may not apply to you to the extent that applicable law may not allow the exclusion of implied warranties.
- Translation of the Sites
- To the fullest extent permissible by law, NGU Solutions or any person or entity involved in creating, producing, or distributing any content or services contained on the sites, or any of their respective directors, officers, employees, or agents, shall not, under any circumstances be responsible or liable to you or any third parties claiming through or under you for any lost profits, lost data, equipment downtime, for any direct, indirect consequential, special, punitive, or exemplary damages or losses, whether foreseeable or unforeseeable, arising out of or relating to your placement of content on a site, or your reliance upon information obtained from or through a site, or your access, use, or inability to use the sites or any content, including but not limited to interruptions, delays in transmission or computer viruses thereof, regardless of the type of claim or the nature of the cause of action, even if NGU Solutions has been advised of the possibility of damage or loss. If you are dissatisfied with the sites, do not agree with any part of this agreement, or have any other dispute or claim with or against NGU Solutions related to the sites or any content, your sole and exclusive remedy is to discontinue the use of the sites. The foregoing limitations shall apply notwithstanding any failure of the essential purpose of any limited remedy, and to the extent applicable law may not allow the limitation or exclusion of liability of incidental or consequential damages, the foregoing limitation may not apply to you. You acknowledge and agree that in the absence of this limitation of liability, these terms of use would be materially different.
- Indemnity
- You agree to defend, indemnify, and hold harmless NGU Solutions, its officers, directors, employees, volunteers, and agents from and against all liabilities, claims, expenses, actions, or demands, including, without limitation, reasonable legal and accounting fees, alleging or resulting from (i) your use of and access to the Sites; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your Submissions caused damage to a third party. NGU Solutions shall promptly provide notice of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. This defense and indemnification obligation will survive these Terms of Use and your use of the Sites.
- International Use
- Although the Sites may be accessible worldwide, NGU Solutions makes no representations that the NGU Solutions Content is appropriate or may be downloaded outside of the United States. Access to the NGU Solutions Content (including Software) may not be legal for certain persons or in certain countries, and accordingly, accessing NGU Solutions Content from territories where it is illegal to do so is prohibited. Those who choose to access the Sites from outside of the United States do so at their own risk and are responsible for compliance with the laws of their jurisdiction. Any offer for any product, service, and/or information made in connection with the Sites is void where prohibited.
You agree that you will not directly or indirectly export, re-export, or knowingly permit the export or re-export of the Sites or any NGU Solutions Content to any country or otherwise use the Sites or any NGU Solutions Content in violation of any applicable export or other laws and regulations of the U.S. or any other country.
- Termination of Use
- You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the Sites with or without notice and for any reason, including, without limitation, a breach of these Terms of Use. Any suspected fraudulent, abusive, or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon termination or suspension, regardless of the reasons therefor, your right to use the services available on the Sites immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Sites. We shall not be liable to you or any third party for any claims or damages arising out of any termination, suspension, or any other actions taken by us in connection therewith. Sections 11, 13, 14, 17, 18, 19, and 20 of these Terms of Use, as well as your liability for any unpaid fees, shall survive any termination.
- Governing Law
- These Terms of Use shall be governed by and construed in accordance with the laws of the state of California, without regard to conflicts of laws principles. The parties agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. You agree that if you decide to make any claim against NGU Solutions, the sole and exclusive jurisdiction for any action or proceeding arising out of or related to these Terms of Use shall be an appropriate state or federal court located in California. Any cause of action you may have with respect to your use of the Sites must be commenced within six (6) months after the claim or cause of action arises.
- Notices
- All notices to a party shall be in writing and shall be made via email. Notices to us must be sent to the attention of info@ngusolutions.org. We may send notices to the email address(es) supplied for your account. In addition, we may broadcast notices or messages through the Sites to inform you of changes to the Sites or other matters of importance, and such broadcasts shall constitute notice to you. NGU Solutions may revise any of the Terms of Use at any time by placing a notice on any of the Sites advising that the Terms of Use have changed. You will be deemed to have accepted and agreed to the revised Terms of Use if you continue to use any of the Sites after notice of the revised Terms of Use has been placed on the Sites. If revisions to the Terms of Use are unacceptable to you or cause you to no longer be in compliance with the Terms of Use, you must cease using the Sites.
- General
- These Terms of Use constitute the entire agreement between you and NGU Solutions and supersede any other communications or advertising with respect to the Sites and any NGU Solutions Content. If any provision of this Agreement shall be held illegal, invalid, or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid, and enforceable, and the legality, validity, and enforceability of all other provisions of this Agreement shall not be affected thereby. The failure of NGU Solutions to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use are not intended and shall not be construed to create any rights or remedies in any parties other than the parties hereto, and no person shall assert any rights as a third-party beneficiary hereunder. You agree that no joint venture, partnership, employment, or agency relationship exists between you and NGU Solutions as a result of your use of the Sites. In any action to enforce these Terms of Use, and in the event that NGU Solutions prevails, it shall be entitled to costs and attorneys’ fees. Any cause of action brought by you against us must be instituted within six (6) months after the cause of action arises or be deemed forever waived and barred.
You represent and warrant that you are authorized to bind and do so bind your principal or employer and have the adequate legal capacity to enter into these Terms of Use. You may not assign these Terms of Use or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of NGU Solutions. Subject to the foregoing sentence, these Terms of Use shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
- These Terms of Use constitute the entire agreement between you and NGU Solutions and supersede any other communications or advertising with respect to the Sites and any NGU Solutions Content. If any provision of this Agreement shall be held illegal, invalid, or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid, and enforceable, and the legality, validity, and enforceability of all other provisions of this Agreement shall not be affected thereby. The failure of NGU Solutions to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use are not intended and shall not be construed to create any rights or remedies in any parties other than the parties hereto, and no person shall assert any rights as a third-party beneficiary hereunder. You agree that no joint venture, partnership, employment, or agency relationship exists between you and NGU Solutions as a result of your use of the Sites. In any action to enforce these Terms of Use, and in the event that NGU Solutions prevails, it shall be entitled to costs and attorneys’ fees. Any cause of action brought by you against us must be instituted within six (6) months after the cause of action arises or be deemed forever waived and barred.