Issuance Date: August 12, 2024
Welcome to the Website of ChatNGO, https://chat.ngo. The following TERMS OF USE (“Terms”) govern your use of this Website. By accessing, viewing, or using the content, material, or services available on or through this Website, you indicate that you have read and understand these Terms and that you agree to them and intend to be legally bound by them. If you do not agree to these Terms, or if you are under 13 years of age, you are not granted permission to use this Website and must exit immediately.
1. Informational Purposes Only.
The information on this Website is for informational purposes only. Without limiting anything else in these Terms or otherwise, ChatNGO is not responsible for any errors or omissions in the Website or Website Materials.
2. Registration.
To access certain content, services, products, or benefits on the Website, you may be asked to register and create an account. As part of the registration process, you must click to agree to these Terms, and you may then be asked to select a user name and password. You may also be required to provide ChatNGO with certain information about yourself including some types of personally identifying information such as your email and your address. You are fully responsible for your account, including the use of the account by any third party and maintaining the confidentiality of your password. You may terminate your account at any time by contacting us by email at hello@chat.ngo.
3. Proprietary Rights.
As between you and ChatNGO, ChatNGO owns or licenses all data, content, graphics, forms, artwork, images, photographs, functional components, and any software concepts and documentation and other material on, in or made available through the Website (“Website Materials”), as well as the selection, coordination, arrangement, and organization and enhancement of the Website Materials. All Website Materials are protected pursuant to copyright, trademark, patent, and other applicable intellectual property laws. You agree not to remove or alter any copyright notice or any other proprietary notice on any Website Materials. As between any user and ChatNGO, all names, trademarks, service marks, certification marks, symbols, slogans, or logos appearing on the Website are proprietary to ChatNGO or its affiliates, licensors, or suppliers. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law. Under no circumstances will you have any rights of any kind in or to the Website Materials, other than the right to use the Website Materials in accordance with these Terms.
4. Unauthorized Activities.
You agree that you will not use the Website for (a) any illegal or unauthorized purposes that violate any local, national, or international laws (including but not limited to import, export, copyright, and trademark laws); (b) modifying, copying, distributing, displaying, performing, reproducing, publishing, licensing, creating derivative works from, transferring, selling any of the Website Materials, unless otherwise authorized by these Terms or in a separate written agreement with ChatNGO; (c) attempting to gain unauthorized access to ChatNGO computer system or engaging in any activity that interferes with the performance of, or impairs the functionality of the Website or any services provided through the Website; or (d) removing, circumventing, disabling, damaging or otherwise interfering in any way with any security-related features of the Website aimed at preventing or restricting the unauthorized use of the Website or any of the Website Materials. You may use the Website and the Website Materials consistently with Section 3 of these Terms. Any other use of the Website or Website Materials, including but not limited to the aforementioned unauthorized uses, without prior written permission of ChatNGO is strictly prohibited. You acknowledge and agree that the unauthorized use of the Website or the Website Materials could cause irreparable harm to ChatNGO and that in the event of such unauthorized use, ChatNGO shall be entitled to an injunction in addition to any other remedies available at law or in equity.
5. Materials Submitted to the Website.
Certain features of the Website may allow you to contribute comments, feedback, information, content, text, files, graphics, postings, and other materials and information for access, use, viewing, and commentary by other users to the Website (“User Content”). By posting User Content, you represent that you have the full legal right to provide the User Content and that use of the User Content by the Website and all other persons and entities will not (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person; (b) violate any law, statute, ordinance, regulation, or agreement; or (c) constitute disclosure of any confidential information owned by any third party. Upon your submission of User Content or other material or information to ChatNGO, you grant ChatNGO a worldwide, perpetual, irrevocable, transferable, license to access, use, distribute, reproduce, display, modify, create derivative works based upon, and sublicense, the User Content, all without any compensation to you whatsoever. If you believe that any content or postings on the Website violate your intellectual property or other rights, please contact ChatNGO by email at hello@chat.ngo.
6. Third-Party Websites and Content.
The Website is available for informational purposes only. The Website may contain links to other Internet Websites for the convenience of users in locating information, products, or services that may be of interest. Use of such third-party links, the Website and the Website Materials and any other material or content on and made available through the Website is entirely at your own risk. ChatNGO does not recommend and expressly disclaims any responsibility for the content, the accuracy of the information, or the quality of products or services provided by or advertised on third-party Websites or the transactions you conduct or enter into with third parties. Your use of any third party’s Website is at your own risk, and subject to the terms and conditions of such other websites. ChatNGO does not endorse any product, service, or treatment provided on a third-party Website.
7. Privacy Policy.
Any Personal Information that you provide to ChatNGO on the Website is subject to our Privacy Policy, which is incorporated into these Terms by reference, as if set forth fully herein. Please note that the Privacy Policy can be accessed through our Website. Please be advised that the confidentiality of any communication or material transmitted to ChatNGO via the Website or electronic mail cannot be guaranteed, including, for example, Personal Information such as your address or name.
8. Disclaimer.
ChatNGO, its subsidiaries, and affiliates are not responsible for and do not guarantee the accuracy or completeness of any Website Materials, User Content, products, data, services, links, advertisements, or other items contained within the Website. ChatNGO reserves the right to immediately remove any Website Materials or User Content for any reason or for no reason. ChatNGO cannot and does not review all communications or products made available on or through the Website, but, although not obligated to, may review, verify, make changes to, or remove any User Content, Website Materials, the Website, or the products or services made available in connection with the Website, including information submitted in connection with the Website Materials or other features at any time, with or without notice in its sole discretion. You agree that you must evaluate and bear all risks associated with the use of Website Materials or User Content and that you may not rely on such Website Materials or User Content.
THE WEBSITE, THE WEBSITE MATERIALS, USER CONTENT, SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE WEBSITE ARE MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS.” USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK. CHATNGO AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE WEBSITE, THE USER CONTENT, THE WEBSITE MATERIALS, SERVICES, PRODUCTS, DATA, AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE WEBSITE, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, QUALITY, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS AND EFFORT WITH REGARD TO ANY AND ALL USER CONTENT, THE WEBSITE, THE WEBSITE MATERIALS, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE WEBSITE, IS WITH YOU.
9. LIMITATION of LIABILITY.
CHATNGO AND ITS LICENSORS AND AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST REVENUES OR LOST PROFITS, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE WEBSITE, THE USER CONTENT, THE WEBSITE MATERIALS, SERVICES, PRODUCTS, DATA, AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE WEBSITE, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR ChatNGO HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF ChatNGO AND ITS LICENSORS TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE WEBSITE, USER CONTENT, THE WEBSITE MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE WEBSITE, OR THE SERVICES, PRODUCTS, DATA OR OTHER MATERIALS OFFERED IN CONNECTION THEREWITH EXCEED THE PRICE PAID BY YOU DURING THE PRECEDING YEAR FOR USE OF THE WEBSITE AND THE SERVICES AND PRODUCTS. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF CHATNGO AND ITS LICENSORS SHALL NOT EXCEED TEN DOLLARS ($10). If you are dissatisfied with the Website or with any of these Terms, or feel ChatNGO has breached these Terms, your sole and exclusive remedy is to discontinue using the Website.
10. Indemnification.
You shall indemnify ChatNGO and its directors, officers, employees, agents, contractors, and licensors (“ChatNGO Indemnitees”) against all claims, actions, suits, and other proceedings (“Claims”) arising out of or incurred in connection with the Website and your use of the Website, the Website Materials or any services, product or data obtained through the Website, your fraud, violation of law, negligence, willful misconduct, or any other use of the Website, the User Content, the Website Materials, the services, products, information and other materials on, in and made available through the Website, except to the extent attributable to ChatNGO, or any breach by you of these Terms and shall indemnify and hold ChatNGO Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and attorneys’ disbursements) arising out of or incurred in connection with such Claims. You may not settle any Claim without the prior written consent of ChatNGO or its licensors may assume the defense of any Claim, at your sole cost and expense, and you shall cooperate in all reasonable respects in such defense. You shall have the right to employ separate counsel in any Claim and to participate in the defense thereof. If ChatNGO or its licensors do not notify you that it elects to undertake the defense thereof, you shall have the right to defend the Claim with counsel reasonably acceptable to ChatNGO, subject to the right of ChatNGO to assume, at their sole cost and expense, the defense of any Claim at any time prior to the settlement or final determination thereof.
11. Internet Security.
ChatNGO makes reasonable efforts to ensure that the Website is generally available. However, there will be occasions when access to the Website will be interrupted or unavailable. ChatNGO will use reasonable efforts to minimize such disruption where it is within its reasonable control. You agree that ChatNGO shall not be liable to you for any modification, suspension, or discontinuance of the Website. You understand that the technical processing and transmission of any Website content may be transferred unencrypted and involve (a) transmissions over various networks and (b) changes to conform and adapt to the technical requirements of connecting networks or devices. Please be advised that we do not guarantee that any information sent from our Website will be secure during transmission, nor can we guarantee the confidentiality of any communication or material transmitted to ChatNGO via the Website or the Internet, including, for example, Personal Information such as your name or address.
12. Complaint Procedures.
If you believe that any content or postings on this Website violate your intellectual property or other rights, please notify ChatNGO by email at hello@chat.ngo with a comprehensive detailed message setting forth the following information: (a) your name and the name of your company, if any; (b) your contact information, including your email address; (c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable.
“The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.”
Note that if you call in your complaint, you will still be required to agree to the above statement, albeit in a different format such as a signed document or verbal affirmation, at the discretion of ChatNGO.
13. Changes to these Terms; Termination.
ChatNGO reserves the right at any time to modify, alter, or update these Terms. Your use of the Website following any changes means that you agree to follow and be bound by the terms as changed. Any change to these Terms shall be effective as to any visitor who has visited the Website before the change was made. It is the obligation of users visiting the Website before the change to learn of changes to the Terms since their last visit. ChatNGO may suspend or terminate your account and/or your ability to use the Website, or any services on the Website, for failure to comply with these Terms, for providing ChatNGO with untrue or inaccurate information about yourself, for infringement upon ChatNGO proprietary rights, or for any other reason whatsoever or for no reason.
14. Governing Law and Jurisdiction.
These Terms represent the entire agreement between you and ChatNGO with respect to the subject matter hereof, and supersede any and all prior and contemporaneous written and oral representations, understandings, and agreements, express and implied, and will be governed by and construed in accordance with the laws Kansas, USA, without reference to its conflict of law rules; PROVIDED, HOWEVER, THAT THE TERMS OF ANY APPLICABLE LAW NOW OR HEREAFTER ENACTED THAT IS BASED ON, DERIVED FROM, SIMILAR TO, OR CONNECTED WITH THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DRAFTED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS SHALL NOT APPLY EXCEPT TO THE EXTENT THAT THE LAW EXPRESSLY PROHIBITS ALTERATION BY THESE TERMS OF THE APPLICABILITY OF ONE OR MORE SECTIONS OF THE LAW. By accessing, viewing, or using the services, works, content, or materials on the Website, you consent and agree to (a) the exclusive jurisdiction of the federal and state courts located in or having jurisdiction over Leawood, KS; (b) accept service of process by personal delivery or mail; and (c) irrevocably waive the right to trial by jury and any jurisdiction and venue defenses otherwise available.
15. Miscellaneous.
The Website is controlled and operated from within the United States. Without limiting anything else, ChatNGO makes no representation that the Website, Website Materials, User Content, services, products, information, or other materials available on, in, or through the Website is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Website from other locations do so of their own volition and are responsible for compliance with applicable laws. The waiver or failure of ChatNGO to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of the other rights established under these Terms. Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third-party beneficiary of these Terms or any provision hereof. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”
Thank you.