FOR THE REGISTERED USERS OF THE NATIONAL COOPERATIVE GROCERS ASSOCIATION (NCG) WEBSITE
IMPORTANT! READ THIS ENTIRE AGREEMENT CAREFULLY. THESE ARE THE TERMS AND CONDITIONS GOVERNING YOUR USE OF OUR WEBSITE AND OUR SERVICES.
The Services are intended for use only by individuals and legal entities (such as cooperatives, associations and membership organizations), based in the United States, that can form legally binding contracts under applicable law. If you do not satisfy the foregoing, you may not use any of the Services. By using any of the Services, you expressly represent that you have the capacity under applicable law to enter into a legally binding contract (if you are an individual), or that you have been duly authorized by your corporation, partnership, or other legal entity, to enter into agreements on behalf of that entity (if you represent a legal entity). You and NCG are independent contractors, and no agency, partnership, joint venture, or employee-employer/franchiser-franchisee relationship is intended or created by this Agreement.
Certain sections of this Site may require membership and/or affiliation with NCG and registration as a user to create an account. By becoming a registered user of this Site, you agree to provide accurate and complete information and to inform us as to any changes to that information. You are responsible for maintaining the confidentiality of your account and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. If you believe there has been unauthorized use, you must notify us immediately.
1. NCG Reserves the Right to Revise this Agreement. NCG reserves the right, at any time and from time to time, to update, revise, supplement and to otherwise modify this Agreement and to impose new or additional rules, policies, terms or conditions on your use of the Services. Such updates, revisions, supplements, modifications and additional rules, polices, terms and conditions (collectively referred to in this Agreement as "Additional Terms") shall be effective immediately and incorporated into this Agreement upon notice thereof, which may be given by any reasonable means including by posting to this Site or the websites of NCG's related or affiliated entities. Your continued use of this Site following such notice shall be deemed to conclusively indicate your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.
2. NCG May Revise or Terminate Any Part of the Services at Any Time. NCG reserves the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, any or all of the Services, with or without notice and in its sole discretion. This includes the right to modify, discontinue or remove any content, postings, links, pages, services, or other materials at any time and for any reason. You agree that neither NCG, its partners nor affiliates shall be liable to you for any modification, general suspension or discontinuance of any Services.
You acknowledge and agree that NCG may, in its sole discretion, refuse or restrict anyone from access to any or all of the Services at any time. NCG may terminate your Site access if your conduct is found to be unlawful, inconsistent with, or in violation of, the letter or spirit of this Agreement, or for any other reason. NCG shall not be liable to you or any third party for termination of Site access. Should you object to any terms and conditions of this Agreement, or to any Additional Terms, your only recourse is to immediately discontinue use of the Site.
3. Acceptable Use of the Services. In order to use the Services, you must obtain access to the World Wide Web directly or through devices that access web-based content and pay any and all service fees associated with such access.
(a) Individual Use. You agree that you are only authorized to visit, view and to retain a single copy of pages of this Site solely for your own use, and that you shall not reproduce, duplicate, download, store, publish, modify, further transmit, disseminate or otherwise exploit any material on this Site for any purpose other than for your own individual use unless otherwise specifically authorized in writing by NCG. We post legal notices and various credits on pages of this Site, which may not be removed even in your permitted copy. You shall not remove these notices or credits, or any additional information contained along with the notices and credits.
(b) Deep Links. You shall not "deep-link" to this Site, meaning that you will not create, post, display, publish or distribute any link to any page other than the front (home) page of this Site for any purpose, unless specifically authorized by NCG to do so.
(c) Framing and Inlining. You shall not frame or inline (framing without a border around the framed content) this Site, meaning that you will not enclose or display of the contents of this Site (including, but not limited to, images, text, page layout, and form) on another web page without our express written consent.
(d) Security, Cracking and Hacking. You shall not violate or attempt to violate the security of the Services. Accordingly, you shall not: (i) access data or materials not intended for you; (ii) log into a server or account which you are not authorized to access; or (iii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization. Violations of system or network security may result in civil or criminal liability. NCG reserves the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. You agree that it is your responsibility to install anti-virus software and related protections against viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer's functionality or operation which may be transferred to your computer via the Services.
(e) Accurate Information. You must register in order to access and use some areas of our Site. You agree to: (i) provide certain current, complete, not misleading, true and accurate information as required to complete the registration form and at other points as may be required in the course of your using the Services; and (ii) maintain and update this information as required to keep it current, complete, and accurate (collectively the "Registration Data") to become a registered user of the Services ("Registered User"). You agree not to use a false or misleading name or a name that you are not authorized to use. If NCG has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, NCG has the right to suspend or terminate your account, refuse any and all current or future use of the Services, and pursue any appropriate legal remedies. Furthermore, you grant NCG the right to use your Registration Data and other data and information for the purposes described in this Agreement and in furtherance of your use of the Services.
(f) Account Passwords. If applicable, you will be able to access certain portions of this Site as a Registered User of the Services. As a Registered User, you will receive or establish one or more passwords and accounts. Maintaining the confidentiality and security of your password and account is solely your responsibility. Do not divulge your password to anyone else, and do not use anyone else's password or account. You are entirely responsible for all activities that occur on or through your account(s), and you agree to notify us immediately about any unauthorized use of accounts or any breach of security. You agree that NCG will not be responsible for any losses incurred in connection with any misuse of passwords, and you further agree that we will have no responsibility whatsoever for your failure to comply with this Section 3(f). If NCG has reasonable grounds to suspect that the security of your password has been compromised, NCG has the right to suspend or terminate your account, refuse any and all current or future use of the Services, and pursue any appropriate legal remedies.
(g) You Are Responsible For All of Your Activities and All of The Content You Post. You are responsible for your communication content and transmissions. You represent and warrant that any information you post or provide to NCG by means of the Services, including, without limitation, as part of any registration or application or to gain access to any Services, is true, accurate, not misleading and offered in good faith. Any information disclosed to you via the Services including, without limitation, any content in any personalized areas of this Site, may be used only for its intended purpose. NCG expects that you will exercise caution, good sense and proper judgment in using the Services. You agree NOT to use the Services for, or in connection with, any of the following activities:
Spoofing or otherwise impersonating any person or entity, including, without limitation, any other users or any of NCG's personnel, or falsely stating or otherwise misrepresenting your identity or affiliation in any way, or forging any TCP/IP packet header or any part of the header information in any e-mail or other posting;
Any fraudulent or illegal purpose, or any use which violates the accepted norms of the Internet community, whether or not expressly mentioned in this Policy, as well as any activity that could damage NCG's commercial reputation and goodwill or the commercial reputation and good will of its vendors and customers;
Attempting to gain access to any materials or information through any means not intentionally made available by NCG
E-mailing, uploading, or otherwise transmitting or using the Services in furtherance of the use or distribution of any unlawful, harmful, harassing, defamatory, tortious, libelous, abusive, threatening, vulgar, sexually explicit, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind, or any material that is invasive of another's privacy or exploits children, or transmitting any sexually explicit materials, including images and other content; and
Transmitting material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines, including without limitation, via means of submitting a virus to the Services, that are intended to damage, destroy, disrupt, overload, flood, mailbomb or crash or otherwise impair a computer's functionality or the operation of NCG's (or anyone else's) Services, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or transmit any materials that otherwise violate NCG's rules or policies.
(h) Do Not Violate Third Party Intellectual Property Rights. Without limiting the foregoing, you may not, and by using any or all of the Services you agree not to, use the Services to: (i) transmit material that is copyrighted, unless you are the copyright owner or have obtained the permission of the copyright owner to transmit it; (ii) transmit material that reveals trade secrets, unless you own them or have the permission of the owner to so transmit them; or (iii) transmit material that infringes on any Intellectual Property Rights (as defined below) of others or violates the privacy or rights of publicity of others. For purposes of this Agreement, the term "Intellectual Property Rights" means collectively, rights under patent, trademark, copyright and trade secret laws, any applications or registrations relating to such rights, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, the waiver of moral rights and similar rights.
(i) Ownership. All technology, content, materials and software posted to or used in conjunction with the Services including, without limitation, text, graphics, logos, button icons, images, audio clips, and software included in the Services, are the property of NCG, its partners, affiliates or licensors and are protected by U.S. and international copyright, trademarks and other proprietary rights and Intellectual Property Rights laws. The compilation of all content on this Site is the exclusive property of NCG, its partners or affiliates and is protected by U.S. and international copyright laws. Except to the minimum extent otherwise expressly permitted under copyright law, no copying or exploitation of material from the Services is permitted without the express written permission of NCG and any other applicable copyright owner. You also may not resell the Services (or any part thereof). You acknowledge that you do not acquire any ownership rights by virtue of downloading copyrighted material from the Services. All rights not expressly granted hereunder are expressly reserved to NCG. We reserve the right to remove or disable access to any content or other materials that violate or allegedly infringe on a party's copyright or other intellectual property rights. If you believe your rights under applicable copyright laws are being infringed, you may notify us at firstname.lastname@example.org.
(j) Spidering. The use of any tools, programs, robotic algorithms or products to automatically download or "spider" the site or any of the pages of the site is expressly prohibited and infringes on NCG's, its partners' or affiliates' copyrights. Do not use any such tools or products on or in connection with the Services!
(k) Trademarks. NCG, Inc., and "ncg.coop" are registered trademarks of NCG, Inc. The "look and feel" of this Site is also NCG's trademark and proprietary trade dress. This includes NCG's color combinations, button shapes, layout, and all other graphical and navigational elements. This Site contain other registered and common law trademarks of NCG in addition to those listed.
(l) Termination. NCG may and will terminate your service immediately, if, in its sole discretion, NCG believes that your conduct fails to conform to this Section 3 (Acceptable Use of the Services) or this Agreement. Without limiting the foregoing, if you use, or attempt to use any or all of the Services for any purposes other than its intended purposes (including without limitation by tampering, hacking, modifying or otherwise corrupting the security or functionality of the Services), you may also be subject to civil and criminal liability.
4. Compliance with Laws. You may use the Services only for lawful purposes. The Services are subject to, and you agree that you shall at all times comply with, all applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to the use of the Services. This obligation includes your agreement to comply with all applicable laws, including without limitation, industry-specific regulations and rules relating to the export of technical and other data from the United States (and from your country if you are not located in the United States) and your agreement not to export or re-export any such data or any other content or materials in violation of such laws, rules or regulations without first obtaining all necessary licenses, consents and approvals therefor, as well as authorization therefor from NCG.
5. Your Access to Certain Services. You understand that certain Services on this Site may include materials and information from third parties, and you acknowledge and agree that NCG has minimal control over such information. Accordingly, NCG cannot and does not guarantee, represent or warrant that the content contained in this Site is accurate, appropriate to you, and/or inoffensive.
6. Chat Rooms and Message Boards. NCG has no obligation or responsibility (and assumes no obligation or responsibility) to screen communications or information in advance and is not responsible for screening or monitoring material transmitted by Users. Any content, opinions, advice, statements, or services displayed on or through the Services are those of the respective author and/or applicable distributor, and not of NCG, its partners or affiliates. NCG does not endorse any opinions expressed by any party. Submissions by any party to areas or features of the Site, including without limitation, chat rooms and message boards are subject to third party Intellectual Property Rights provisions in this Agreement.
By offering this Site for use, we provide you with a worldwide, nonexclusive, revocable, limited license to access and use of the information and services on this Site, strictly subject to and in accordance with this Agreement. We reserve the right to terminate this license at any time and for any reason. Your failure to comply with this Agreement will result in automatic termination of this license, with or without prior notice, and you must immediately destroy all copies of downloaded materials in your possession or control. Except for the limited license set forth in this Agreement, NCG does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights.
7. Electronic Signatures. As a convenience and courtesy to you, NCG provides access to certain Services on this Site which may include the ability to enter into certain agreements electronically. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by the agreements into which you thereby enter.
Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, APPLICATIONS AND OTHER RECORDS AND ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THIS SITE. Further, 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 other than electronic means.
8. NCG Provides a Venue Only. The Site may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on this Site is accurate and complies with applicable laws. NCG is not responsible for the illegality of, or any error or inaccuracy in, advertisers’ or sponsors’ materials, or for the acts or omissions of such advertisers or sponsors. You understand and agree that NCG is merely providing a venue and a conduit for your convenience to facilitate your interactions with other users and service providers via the Service and that NCG is not a buyer, seller, agent, or otherwise involved in the distribution chain or involved in the actual transactions for products or services or any other interactions between parties using the Services. Nothing contained in or available via the Services shall constitute an affiliation, sponsorship, or endorsement by NCG of any of the third parties using the Services, or of the services or products they may offer to sell, sell or otherwise provide. You agree that neither NCG, its partners nor affiliates shall be responsible or liable for any loss or damage of any sort incurred as the result of any dealings between you and any third party. Further, your use of the website are features provided by NCG solely as a convenience to you, and you agree that neither NCG, its partners or affiliates shall be liable or responsible for any loss or damages incurred by you for any use of or reliance by you on such tools or features.
(a) NCG is Not Responsible for Your Choice to Do Business with Any Third Party. This Site may provide links to other third-party World Wide Web sites or resources. NCG makes no representations whatsoever about any other web site which you may access through this Site. References on this Site to any names, marks, products or services of any third parties or hypertext links to third party sites or information are provided solely as a convenience to you, and do not constitute or imply an endorsement, sponsorship or recommendation of, or affiliation with the third party or its products and services. You shall have sole responsibility for evaluating and determining which third parties with which you shall transact business and otherwise interact, and which third parties are authorized to do business with you. You further agree that the specific terms and conditions of your transactions with third parties that are initiated by or through the Services shall be as determined by you and such third parties. NCG makes no representation or warranty as to any third party, products or services, and you agree that NCG shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any such third-party products or services.
(b) Services Relating to Financial Matters. You may choose to create or join any service, or receive or request any news, messages, alerts or other information via the Services concerning companies, stock quotes, investments or securities. Any such Services provided are for informational purposes only, and no content included in the Services is intended for trading or investing purposes. NCG makes no representation or warranty as to any such information transmitted via the Services, and you agree that NCG shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any such information.
(c) Payments to third parties. Payments will be made directly to the third party providing services or products in accordance with your separate agreement with the third party.
9. General Information: No Legal, Financial or Professional Advice. The information contained in this Agreement is provided solely for general informational purposes and is not intended to be an offer to sell in connection with any product or service, nor is the information a complete description of all terms, conditions and exclusions applicable to the products and services described. The product and service descriptions on the site are included for the sole purpose of providing a general reference tool concerning the nature and type of products and services available from NCG. The information contained on this site is intended to provide only a general overview of the materials discussed. It is not intended to establish any professional standards nor is it intended to serve as legal, financial or other professional advice regarding any particular situation. Competent professional counsel should be consulted for any legal or financial planning and advice. Products and services referenced herein may not be available in all jurisdictions.
10. Submissions. NCG has established the Services for its benefit and the benefit of the general user, its registered customers and other Registered Users. This Site is provided solely for the convenience of NCG. Neither NCG, its partners nor affiliates shall have liability whatsoever for the results of your submissions to this site or by means of the Services.
11. Forms. Notwithstanding anything to the contrary in this Agreement, and unless specifically and expressly stated otherwise on any form, agreement or document provided on the Services, no form, agreement and document provided on the Services is intended to be legally binding or a substitute for professional analysis. The information and Services on the Site are not intended to and shall not be used as legal advice. No attorney-client relationship is formed. You use the content, information, and any Services on this Site at your own risk. Each form, agreement and document is provided with the understanding and agreement that NCG is not engaged in rendering legal, financial or other professional services. If legal, financial or other expert assistance is required, the services of a competent professional should be sought. Users of the Services assume all responsibilities and obligations with respect to any decisions or advice made or given as a result of the use of any form, agreement or other document and for the selection of a form, agreement or other document to achieve the user's intended results.
12. Disclaimer of Warranties. YOU ACCESS AND USE THE SERVICES AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION. NCG DOES NOT WARRANT THAT THE SITE AND ANY SERVICES WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. IN ADDITION, NCG DOES NOT WARRANT THAT INFORMATION AVAILABLE ON OR THROUGH THE SITE ARE APPROPRIATE, ACCURATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION, AND ACCESSING THEM FROM JURISDICTIONS WHERE THEIR CONTENTS ARE ILLEGAL IS EXPRESSLY PROHIBITED. Some jurisdictions do not allow exclusion of implied warranties, so the above exclusions may not apply to you.
13. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT NCG SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OF ANY OR ALL OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF NCG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF NCG FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE, THE SERVICES OR THIS AGREEMENT SHALL BE LIMITED TO YOUR DIRECT DAMAGES NOT TO EXCEED THE GREATER OF (A) THE AMOUNT OF FEES YOU PA Y TO US IN CONN ECTION WITH USE OF THE SERVICES DURING THE 12 MONTHS PRIOR TO THE FIRST UNDERLYING ACT GIVING RISE TO LIABILITY, OR (B) $500.
THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OR YOUR INABILITY TO USE THE SITE OR ANY OTHER PART OF THE SERVICES, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE SITE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. *If YOU ARE a COMPANY DOING BUSINESS IN CALIFORNIA, YOU HEREBY waive California Civil Code Ã‚Â¤1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
14. Indemnity of NCG. You agree to indemnify and hold NCG (including without limitation our agents, employees, officers, directors, subsidiaries, parent and affiliated companies) harmless, and, at NCG's request, to defend NCG from and against any claim, demand, cause of action, debt, loss or liability, including reasonable attorneys' fees, to the extent that such action is based upon, arises out of, or relates to: (i) your use of (or inability to use) any and all of the Services; (ii) your violation of the terms and conditions of this Agreement; (iii) the infringement by you, or any other person using your password and account, of any right of any person or entity; or (iv) any other of your activities relating to your use of this Site and the Services. This indemnity shall be in addition to and not limited by any other indemnity.
15. Order of Precedence. This Agreement governs your use of this Site and access to the Services. This Agreement does not modify, alter or amend any other agreement you have entered or will enter into with NCG or any of its related or affiliated entities. To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for additional Services on this Site, conflicts with any provision of your other agreements with NCG or any of its related or affiliated entities, the terms of such other agreement, shall, as to the subject matter of that other agreement, take precedence over the conflicting term(s) of this Agreement.
16. Dispute Resolution. If a dispute arises out of or relates to the Services or this Agreement or its breach (with the exception of rights to injunctive relief with respect to Intellectual Property Rights and obligations with respect to confidentiality), and the parties have not been successful in resolving the dispute through direct negotiation, then the dispute will be resolved in binding arbitration as follows: (i) the arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules; (ii) any judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction; (iii) the location of the arbitration will be St. Paul, MN or such other location as the parties may mutually agree; and (iv) the parties will have the right to take discovery of the other party by any method allowed by the Federal Rules of Civil Procedure. The arbitrator(s) will each be a natural person who has never been employed (either as an employee or as an independent consultant) by either of the parties, or any parent, subsidiary or affiliate thereof, and will be familiar with the business of the parties. The arbitrator(s) may upon request exclude from use in the arbitration proceeding any evidence not made available to the other party pursuant to a proper discovery request. The arbitrator(s) will issue a reasoned award. The cost of the arbitration will be borne equally by the parties pending the award. Upon the decision of the arbitrator(s), the prevailing party will be entitled to receive from the other party its reasonable attorneys' fees and costs. You agree that NCG may seek interim or preliminary relief from a court of competent jurisdiction necessary to protect the rights or property of NCG pending the completion of arbitration. The parties, their representatives, other participants, the arbitrator(s) and the administrator(s) of the arbitration will hold in confidence the existence, content and outcome of the arbitration.
17. Choice of Law and Forum. The Services are controlled by NCG from St. Paul, MN, although it may be accessed throughout the world. Subject to Section 15 herein, by accessing or using any or all of the Services, you and NCG each agree that the substantive laws of the State of Minnesota will govern with respect to all matters relating to or arising from this Agreement, or the use (or inability to use) any or all of the Services, and that such laws will apply without regard to principles of conflict of laws. Subject to the dispute resolution procedures set forth above, you and NCG agree and hereby submit to the exclusive jurisdiction and venue of the appropriate State and Federal courts located in Hennepin County, Minnesota, with respect to such matters. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services must be filed or otherwise commenced within one (1) year after such claim or cause of action arose or be forever barred.
18. Fees. You are responsible for the timely payment of all fees and charges you may incur in connection with your use of the Services. If applicable, for any payments due to NCG, NCG may charge a late fee equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by law on unpaid balances if your account becomes past due. You may also be responsible for collection costs incurred by NCG to obtain payment from you including reasonable attorneys' fees. Payments due to third parties shall be subject to the applicable terms and conditions between you and the third parties.
19. Miscellaneous Terms. Subject to the terms of Section 15 herein and NCG's other operating rules and policies for this Site, this Agreement constitutes the entire agreement between you and NCG with respect to the subject matter addressed herein, and governs your use of any or all of the Services, superseding any prior agreements between you and NCG relating to such subject matter, but this Agreement may be supplemented by any other agreement you enter into with NCG pursuant to a registration to access certain features of this Site. The failure of NCG to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal or contractual effect.
20. Severability of Provisions. If any provision of this Agreement is deemed unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.
21. Contact. If you have questions regarding these terms and conditions or content of our website, please contact us.
Without limiting the foregoing, the Services are not intended for use by or availability to minors. IF YOU ARE NOT LEGALLY AN ADULT UNDER THE LAW WHERE YOU LIVE OR IF YOU ARE UNDER 13 YEARS OF AGE, YOU MAY NOT ACCESS THE SITE OR USE ANY OF THE SERVICES. IF SO, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND DO NOT ACCESS THE SITE.
BY ACCESSING OR USING THE SERVICES AFTER PRE-REGISTRATION OR BY CLICKING ON THE "SUBMIT" OR "ACCEPT" BUTTON AS PART OF THE INITIAL SIGN-ON PROCESS, AND SUBSEQUENTLY ACCESSING OR USING THE SERVICES, YOU INDICATE AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT AND ALL OF THE FOREGOING TERMS AND CONDITIONS.