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.  In this role, the Company provides access to information needed to provide best value options to government buyers.  While Company personnel may, upon request, become involved in finding sellers for buyers and buyers for sellers, 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.

We may amend this Agreement at any time by posting the amended terms on our site. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on our site.  Where amendments are simply informational, they will be effective immediately upon posting to the site. This Agreement is effective on January 25, 2008 for all registrants.

GENERAL PROVISIONS PERTAINING TO USE OF THE ngap WEB SITE:

Definitions.
Buyer (Customer) means the person responsible for requesting services and/or products for a project or organization; e.g. End Customer, Program Manager, etc.

Contract means the agreement between the Contract Prime and the government Contracting Agency that allows the government to pay for the Contract Prime to deliver goods and/or services.

Contract Prime means the owner of the contract who will be billing the government. The government will be issuing payment to the Contract Prime.  The Contract Prime and Provider will be the same entity when the Contract Prime actually provides the goods and/or services to Buyer.

Contracting Agency means the government agency responsible for obligating money and placing orders on the contract.

Provider means the contractor or sub-contractor that provides the products and/or services

User Authorization.
By accepting these Terms of Use, Provider agrees to use this Web Site as described in the “nGAP Process-Provider Perspective” attached to this agreement.  By agreeing to these Terms of Use, Prime recognizes the Company has provided services of value and will refrain from any action that circumvents the “nGAP Process-Provider Perspective ” or Provider’s obligation to pay Company the agreed fee for such services as detailed in the section on Fees.
Provider personnel, by using this site, certify they have the authority to make commitments on behalf of their company.

Eligibility.
This site acts as an electronic forum to enable government agencies and departments access to awarded contracts for the purpose of identifying the best source for filling a purchase request. The role of the Company is that of an intermediary that brings together buyers and sellers. The actual buying cycle activities are conducted between you as a Provider and the government buying agency or Prime contractor for whom you may act as a subcontractor.   

Services are only available to Subscribers.  It is Subscriber’s responsibility to make an accurate registration and to keep this information current.  Further, Subscriber’s nGAP account (including any feedback) and User ID may not be transferred or sold.  The Company will review the registration form in good faith, and in a timely manner will notify the registrant regarding nGAP’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.
Fees will be charged to Providers for services they select as follows:

- Registration fee: A one-time fee of $150 to be charged to credit card based on information provided by Provider’s representative.
- Access fee: $29.95 per month, to be charged to credit card (first and last months) at registration. A total charge of $209.90 to be made at registration.  No refunds will be made for any partial month of membership.  However, Providers may cancel these services and terminate participation at any time and no further fees will accrue beyond the current month charge. 
The Company, at our sole discretion, may offer additional services for a fee at any time.  Such services, and their applicable fees, shall be at subscriber’s election.

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 Web Site.  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 these 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.
nGAP provides an interactive forum for buyers to select providers for fulfillment of government purchase requests.  Company has no control over the quality, quantity, or legality of all items presented for sale on this web site.  Although the 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 Provider as well as the ability of the Provider to sell the items represented.  Because Company cannot control the actions of users on this site, in the event Provider may have a dispute with one or more Buyer, 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.

nGAP Process- Providers
The following describes how this gateway works from a Provider perspective. 

1. The Provider’s section of the gateway contains information on the benefits of nGAP (Overview) and a brief summary of how nGAP works.  It also includes a sign up section where you can register to join nGAP after you have reviewed the above information. 
2. As part of your registration process, you will:
1. Complete a standard registration form
2. Read and electronically approve terms and conditions
3. Submit a set of key words or certifications that help present your full value
4. Enter your product catalog
3. After registering and receiving a log-in ID and password, you are ready to participate in opportunities from Buyers and Contract Primes who use nGAP.
4. Once a Buyer logs in, they can search nGAP contracts/vehicles, Provider certifications/key word entries, and Provider catalog.
5. Buyer can search by multiple means, either by a standard identifier code, such as a NAICS or PSC, or by more qualitative requirements such as certifications or key words.
6. As part of this selection process Buyers can specify contract type and/or set aside (8a, Disadvantaged Small Business, etc).
7. This is the point where Providers can benefit from being a member of nGAP.  Frequently a Buyer’s requirement may specify a different size, color, quality, language or other factor no Prime has.  When this happens either the Buyer or the Prime can ask you to be a part of a solution where you provide part or all of the desired solution using the contract of the Prime.  Primes can search Provider data to find potential partners.
8. Once a Buyer and Prime have agreed and a Task Order is awarded to the Prime, they will work with you directly to engage your services. 
9. Larger companies are often looking for partners who are small or disadvantaged to satisfy bid requests.  nGAP hosts a large number of such set asides (maybe yours) that can be part of a larger opportunity.
10. Providers can also proactively search for Primes with products Provider carries.
11. Providers can also search for buyers who regularly buy products/services they provide, or for Contracting Officers looking for Providers products/services.

Delivery
All Orders placed through nGAP shall be shipped and delivered in accordance with the specifications set forth by the Buyer in the attachments provided. The default shipping condition is set as free-on-board destination (FOB Destination) within the continental United States, standard ground transportation. Provider’s failure to ship and deliver in compliance with the specifications may subject such party to negative ratings from Buyers and may lead to suspension or revocation of some or all of such party’s nGAP license privileges.  

Provider shall promptly advise Prime of any delay or anticipated delay in delivery or performance of an order. Delivery shall not be deemed to be complete until goods have been actually received and accepted by Buyer, notwithstanding delivery to any carrier. Provider shall bear the risk of loss of, or damage to, the goods covered by this order until delivered to the location designated on the face of this order and accepted by Buyer.

Taxes
The provision for sales and any other applicable taxes shall be the responsibility of Buyer, Prime and Provider acting in concert to complete an order.  Provider acknowledges that Company is only an intermediary in the procurement process and is not liable for any taxes resulting from the services provided by the Company, except to the extent that taxes are due on fees accruing to the Company based on services provided to users registered on this site.

Returns and Refunds
nGAP is an independent venue.  All returns, replacements, refunds, technical services and support shall be in accordance with Prime/Provider’s standard commercial terms and conditions or as specifically stated in Buyer Statement of Work or other document designed to include such provisions.

Attachments
Buyers may attach documents such as a Statement of Work (SOW) or a Purchase Request to place an order on nGAP.  When doing so, Buyer is required to scan all attachments with anti-virus software prior to posting on nGAP.  Provider is required to perform similar checks when providing input, including price lists and contract information.

Indemnification
You shall indemnify, defend, and hold harmless the Company and its employees, agents, successors, officers, directors, stockholders and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including reasonable attorney and accounting fees) arising out of or relating to any claim or action based upon (a) Your breach of these Terms of Use; or (b) Your sale of any commercial items.

Relationship of the Parties
The 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. All parties will be solely responsible for payment of all compensation owed to its employees, as well as employment related taxes.

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 Provider, 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 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 302
Bonsall, CA  92003