nGAP Acquisition Gateway
Government Buyer - Terms of Use

Welcome to nGAP, an interactive forum for government procurement owned and operated by nGAP Incorporated (hereby, the "Company"). This Web Site is an independent forum for information exchange among government buyers and potential sellers.  The Company’s role is that of an intermediary. We do not endorse or approve of any particular buyer, seller, or any particular items or services procured through their role as conducted on this Web Site.


GENERAL PROVISIONS PERTAINING TO USE OF THE nGAP WEB SITE:

Eligibility.
This Web Site acts as an electronic forum to provide government agencies and departments access to awarded contracts for the purpose of identifying the best source for filling a purchase requirement. The actual buying cycle activities are conducted between you as the government contracting agency or department and the Prime you select.  As such, you are responsible to meet all FARS and DFARS requirements applicable to the transactions in which you participate.

Services are only available to Subscribers.  Subscriber's nGAP account and User ID may not be transferred or sold.  Company will review the registration form in good faith and timely manner and will notify the registrant regarding Company's acceptance or rejection of the registration form.  The Company, at its sole discretion, may refuse its services to any person or entity at any time.

Fees and Services.
Use of the nGAP gateway is free. Fees may be charged to vendors for services they select and their use of the system.

Limited License.
Subscriber, once registered and approved, is granted a revocable, nontransferable, nonexclusive license to use the services of this Web Site.  These services are for your own internal use and without expanding any of your rights hereunder you agree you will not republish, reproduce, or distribute any of the information or make use of the information in a manner that will circumvent the use of the Web Site as described above.  Nor will you allow a third party access to the information or services, except as required by applicable law.

nGAP operates as an Internet based procurement solution.  It is your responsibility to provide all communications equipment and services required to access and operate this solution.  Failure to comply with theses terms of use may result in suspension or revocation of some or all of your site license privileges.

Intellectual Property.
The Web Site, its content (except for third-party content) and all intellectual property rights included therein (including but not limited to copyrights, trademarks and service marks) are privately owned or licensed and all right, title and interest therein shall remain the property of the owners, licensors, their licensees, successors and assigns thereof. Accordingly, you agree that you will not remove any copyright, trademark or other intellectual property or any proprietary notice or legend contained on the Web Site or its content.

No Warranty.
WE AND OUR EMPLOYEES PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE AND OUR EMPLOYEES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.

Liability Limit.
Company has no control over the quality, quantity, or legality of all items presented for sale on this web site.  Although Company performs limited due diligence in working with providers to list their items on this site we do not make any guarantees about  the accuracy of information presented by providers as well as the ability of the providers to sell the items represented.  Because Company cannot control the actions of users on this site, in the event you have a dispute with one or more users, you agree to release Company from any and all claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with such disputes.  You also agree to waive the provisions of any state law limiting or prohibiting a general release.


Modification of License Agreement.
Company reserves the right to change the terms of this Agreement at any time. Updated versions of this Agreement that appear on this Web Site are effective immediately. You are responsible for regularly reviewing this Agreement. Continued use of the Web Site after any such changes constitutes your assent to be bound by such changes.


Attachments
Buyers may attach documents such as a Statement of Work (SOW) or a purchase request to place an order.  When doing so you are required to scan all attachments with anti-virus software prior to posting on nGAP. 


Relationship of the Parties
Company is an independent contractor that provides an interactive venue for Buyers and Providers.  Nothing contained in any Order or other document or attachment shall be deemed or construed to create a partnership, joint venture, agency or other relationship other than that of independent intermediary.


Disputes
These Terms of Use shall be governed in all respects in accordance with the laws of the State of California.   Any controversy or claim between Company and Contracting Officer, arising out of or relating to these Terms of Use, shall be settled as follows: A) First, by participation of the parties in good faith negotiation, which will include representatives from each party authorized by such party to settle the controversy or claim.. B) If the parties are unable to negotiate a mutually agreeable, binding resolution, the parties agree to try in good faith to settle the dispute by mediation before resorting to any other dispute resolution procedure. The parties agree to use a mediator selected by the Company and to conduct mediation at Company offices beginning not later than thirty days after the date of the last negotiation meeting pursuant to subsection A), above. Mediation will continue for a period of not longer than ninety days from the date on which the first mediation conference takes place. C) If the parties are unable to mediate a mutually agreeable, binding resolution, the parties agree to settle the dispute through binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party.


Notices:
Except as explicitly stated otherwise, any notices shall be given by postal mail to:

nGAP Incorporated
Attn: Legal Department
5256 S. Mission Road
Suite 201
Bonsall, CA  92003