Legal
Last updated: July 30, 2026
These Terms of Service (“Terms”) are between NGOL AI Penetration Testing (“NGOL”, “we”, “us”, “our”) and the Customer, as defined on the order form or engagement agreement incorporating these Terms (such order form and any subsequent order forms, each an “Order Form”) by and between the Customer and NGOL.
NGOL provides access to our web portal and web application (the “Portal”), and AI-driven security assessment technology, including automated web application and network penetration testing and other artificial-intelligence services (the “AI Services”), which are made available to prospective clients, current clients, and former clients so that such users may, as applicable, leverage the AI Services to schedule security assessments, review findings and reports, and track their security posture over time, together with other tools and technology that NGOL, in its sole discretion, elects to make available from time to time to Authorized Users who access the AI Services and the Portal (collectively, including the Portal and AI Services, the “Services”).
Access to and use of the Portal, the AI Services, and the Services is subject to these Terms, as amended from time to time as provided herein. You represent and warrant that: (a) you have read and understood these Terms and agree to be bound by them, (b) you have authority to bind Customer to these Terms, and (c) these Terms have the same force and effect as a signed agreement. In the event of a conflict between your customer services agreement and these Terms, the following order of precedence will apply: (i) the DPA (defined below); (ii) the Order Form; (iii) these Terms; and (iv) any terms of use applicable to the Portal.
During the Term, NGOL agrees to provide the Services described in any applicable Order Form to Customer primarily via browser-based software and the Portal, which includes any updates, enhancements, modifications, or new versions of the same. NGOL may make enhancements and modifications to the Services from time to time. New releases may include features or functionality that are not available unless Customer orders such features or functionality pursuant to a separate Order Form and agrees to pay any supplemental Fees, unless such features or functionality are generally made available to users of the Services. NGOL will also use commercially reasonable efforts to provide Customer with NGOL's standard support services, through email, for the Services.
NGOL grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable (except as provided herein), royalty-free license to access and use the Services during the Term. For the avoidance of doubt, the license granted herein authorizes Customer to use the Services solely for the benefit of Customer and no third parties, unless expressly authorized in the Order Form. Customer may further allow its contractors, agents, and any other third party to whom Customer authorizes access to use the Services on its behalf (each an “Authorized User”), provided that Customer will be responsible and fully liable for its Authorized Users' compliance with these Terms and any actions of such Authorized Users.
Except as otherwise expressly permitted in these Terms, in no event will Customer: (i) disclose or distribute to any third party the Services or any portion thereof; (ii) copy, modify, adapt, publicly display or publicly perform or create derivative works of the Services or any portion thereof or permit any third party to do any of the foregoing; (iii) rent, lease, resell, grant a security interest in, or otherwise attempt to transfer rights to, the Services; (iv) use, or permit any third party to access or use, the Services or any portion thereof for time-sharing, rental, or service bureau purposes; (v) decompile, reverse assemble, or otherwise reverse engineer the Services or any portion thereof, or permit any third party to do so, except to the extent otherwise expressly permitted by law; or (vi) remove, alter, or disable any NGOL trademarks or other proprietary or restrictive notices or labels on any Services.
Customer will designate an administrator (“Customer Administrator”) who will grant and manage access for individual employees or other Authorized Users. The Customer Administrator will have access to the settings for its end users' accounts and will have the option to configure contact information for the Customer. Upon account creation, Authorized Users may change account settings or profile information by logging into their accounts through the Portal. NGOL may make changes to account settings upon Customer request.
Customer will be responsible for maintaining the security of Customer's credentials (including Customer Administrator and Authorized User passwords) and files, and for all uses of Customer's account, with or without Customer's knowledge or consent, including through usage of Customer's credentials due to any security breaches of Customer's systems, except to the extent any such breach was the direct result of NGOL's failure to fulfill its obligations hereunder. NGOL will take commercially reasonable precautions, including technical (e.g., firewalls and data encryption), administrative, and physical measures, to help safeguard Customer Data. “Customer Data” as used herein means data and/or information regarding Customer, its affiliates, and/or Customer's Authorized Users: (a) provided to NGOL hereunder; or (b) to which NGOL has access or control, or which NGOL has accessed, in each case in connection with the provision of the Services contemplated in these Terms, including vulnerability findings, assessment reports, system configurations, and all Personal Data (as defined in the DPA).
Customer represents and warrants that it owns, controls, or has obtained all necessary rights, consents, and authorizations for every system, application, network, domain, IP address, and other asset that Customer submits to NGOL for security assessment (collectively, the “Target Systems”). Customer acknowledges that penetration testing conducted against systems without proper authorization may violate applicable law, including the Computer Fraud and Abuse Act and analogous state and foreign statutes. Customer will not submit for assessment any system it is not fully authorized to have tested, and Customer will promptly notify NGOL if any Target System ceases to be within Customer's ownership or control during an engagement. Customer acknowledges that security testing carries inherent operational risk, including the possibility of service degradation or disruption to Target Systems, and Customer is responsible for maintaining appropriate backups and business continuity measures. Customer agrees to hold NGOL harmless from any claim arising from Customer's submission of systems that Customer was not authorized to have tested.
Certain of the Services may allow Customer to connect to various third-party services via API or other integrations selected by Customer, or which store or process Customer Data (“Linked Services”). NGOL provides connections to Linked Services only as a convenience, and the inclusion of any connection or link does not imply endorsement by NGOL of the Linked Services, website, or policies, or any association with its operators. Customer's access and use of such Linked Services is governed solely by the terms and conditions of such Linked Services. NGOL is not responsible or liable for the function, contents, or security of, or processing of Customer Data by, any Linked Services. By connecting Linked Services, Customer consents to the necessary integration and sharing of Customer Data with such Linked Services and agrees to hold NGOL harmless from any liability caused by such Linked Services.
Customer will respond to questions and complaints from its Authorized Users or third parties relating to use of the Services. If Customer is unable to resolve a support issue, Customer may escalate such issue to NGOL at hello@ngol.ai.
These Terms commence on the Effective Date and, unless earlier terminated pursuant to these Terms, will continue in effect for so long as there is an Order Form in effect between the parties (the “Term”).
In the event of a material breach of these Terms that is capable of cure (including in the case of non-payment), but that is not cured within thirty (30) days of written notice thereof, the non-breaching party may terminate these Terms by written notice delivered to the other party at the end of the cure period. Additionally, either party may terminate these Terms immediately by written notice if the other party: (i) becomes insolvent; (ii) makes an assignment for the benefit of creditors; (iii) files or has filed against it a petition in bankruptcy or seeking reorganization; (iv) has a receiver appointed; or (v) institutes a proceeding for liquidation or winding up.
If Customer terminates these Terms due to an uncured material breach by NGOL, Customer will be entitled to a refund for amounts prepaid for Services not rendered prior to termination. If NGOL terminates these Terms due to an uncured material breach by Customer, including for non-payment of any undisputed fees or charges, Customer agrees to pay NGOL all remaining unpaid fees for the Service Term, including all related taxes, surcharges, fees, and other charges. All sections of these Terms which by their nature may reasonably be assumed to be intended to survive expiration or termination will survive, including accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. In the event of any action by NGOL to collect any amount not paid when due, Customer will pay or reimburse NGOL's costs of collection (including reasonable attorneys' fees and court costs).
In consideration for Services provided by NGOL, Customer will pay NGOL the fees set forth in the Order Form (“Fees”), in accordance with the terms set forth therein. All payments for Services will be made free and clear and without deduction for all present and future Taxes. “Taxes” means all withholding taxes, levies, imposts, duties, fines, or other charges of any nature, however imposed, by any country or any subdivision or authority thereof in any way connected with these Terms, and all interest, penalties, or similar liabilities with respect thereto, except such taxes as are imposed on or measured by a party's net income or property.
Taxes will be stated separately on the invoice. Fees are exclusive of Taxes, and Customer will pay or reimburse NGOL for any sales, use, VAT, or similar transaction taxes that NGOL is required by law to collect, unless Customer provides NGOL with a valid certificate of exemption. The obligations of Customer in this section will survive payment in full of all payments hereunder.
Disputes for any charges for the Services must be made in writing to NGOL within thirty (30) days of the date of the invoice or date of charge, as applicable. Failure to provide a written statement explaining in reasonable detail the reasons for disputing the charge(s) within such time period irrevocably waives any objection and further recourse regarding such charges. Written statements disputing charges must be emailed to hello@ngol.ai.
Our Privacy Policy describes how NGOL collects, uses, discloses, and processes personal data when you and your Authorized Users use the Services and where NGOL otherwise acts as a “data controller” or “business” (as such terms are defined in applicable Data Protection Law).
You are solely responsible for the accuracy, quality, and completeness of all Customer Data that you submit to the Services, including the scope, ownership, and configuration details of Target Systems. To the extent Customer Data includes any information that is “sensitive information” or a similar term under applicable Data Protection Law, you represent and warrant that your business has in place the systems and technology to transfer such sensitive information securely and in compliance with all laws, rules, and regulations.
As between the parties, Customer retains ownership of Customer Data, including any findings, reports, analytics, or other outputs to the extent derived from or embodying Customer Data (“Outputs”). By submitting Customer Data and by using our tools and technology to generate Outputs, you hereby grant to NGOL and its affiliates a non-exclusive, worldwide, transferable, sublicensable (including through multiple tiers), royalty-free license to access, host, process, modify, translate, and create derivative works of Customer Data and Outputs for purposes of (a) providing the Services and, if applicable, generating Outputs, and (b) securing, product/feature development, and improving the Services, and for our other internal purposes (subject to the DPA).
Except for the express licenses granted hereunder and subject to Section 8 below, as between Customer and NGOL, NGOL retains all right, title, and interest in and to the Services, and no licenses are granted to you by implication or otherwise. Your license to access and use the Services is subject to any additional limitations or restrictions required by any third-party licensors specified in the applicable documentation, Order Form, or terms applicable to Linked Services.
To the extent your Customer Data includes Personal Data, we will comply with our Data Processing Agreement (“DPA”), where one has been executed between the parties. Subject to the DPA, NGOL may de-identify Customer Data and Outputs and may use such de-identified data for any purpose permitted by applicable law.
To the extent you use our AI Services, the following additional terms apply, notwithstanding any provisions to the contrary herein: (i) you acknowledge that Outputs generated through the AI Services, including vulnerability findings and assessment reports, are generated or developed in part through the use of artificial intelligence (“AI Outputs”); (ii) we do not represent or warrant that the AI Outputs will not infringe the intellectual property or other rights of any third party, and we will not have any liability hereunder to the extent any AI Outputs do or are alleged to violate the IP Rights of any third party; and (iii) you are granted a non-exclusive, worldwide, non-transferable, non-sublicensable license to use the AI Outputs solely for the purposes set forth in these Terms and subject to the limits set forth in this Section 8. Customer acknowledges that AI Services, including any machine learning models or algorithms, may not always provide perfect or desired outcomes, and that no security assessment can identify every vulnerability in a system. The Customer understands the inherent risks of relying solely on AI for critical decision-making without human oversight. Customer agrees to be responsible for and to conduct all such oversight and reviews, obtain consents, conduct data protection impact assessments, and otherwise ensure the lawful use of AI Services.
Customer agrees to use NGOL's AI Services in an ethical manner and in accordance with all applicable laws, regulations, and best practices, especially concerning computer misuse, data privacy, consumer protection, and non-discrimination. You must use AI Services only in the context of your use of the Services and within the intended purpose and functionality of the Services. We will have no liability for your use of AI Services for unlawful purposes or purposes not contemplated hereunder.
You acknowledge that artificial intelligence technology, by its nature, may evolve and requires periodic updates and adjustments. NGOL reserves the right to modify, update, or discontinue its AI Services in accordance with technological advancements and regulatory requirements, and to limit risk to NGOL, Third-Party AI Platforms, Customers, or Authorized Users. Such changes will be communicated to the Customer in a timely manner.
You acknowledge that our AI Services may be provided in part by third-party platforms operating foundational AI models and related data processing services (“Third-Party AI Platforms”). To provide the AI Services, we may send your Customer Data to such Third-Party AI Platforms for processing, and you hereby authorize us to share your Customer Data with such Third-Party AI Platforms. You may be required to agree to supplemental terms and conditions of the Third-Party AI Platform as a condition of your use of AI Services.
TO THE FULLEST EXTENT PERMITTED BY LAW, NGOL'S LIABILITY FOR ANY CLAIMS ARISING OUT OF THE USE OF ITS AI SERVICES SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT INCLUDE INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
You agree that NGOL, its affiliates, and their employees, contractors, subcontractors, and other third parties acting on their behalf (collectively, “NGOL Representatives”) may send you and your Authorized Users informational, transactional, and marketing communications, including emails, via the contact information you provide. You may receive marketing communications via email as a result of registering as an Authorized User or licensing the Services. You represent and warrant that you have the right to provide NGOL with the contact information and to consent on behalf of the owner of any contact method to receive such communications. You may opt out of receiving marketing messages in the manner described in our communications or our Privacy Policy.
We reserve the right to modify or discontinue the Services (or any portion of the Services), temporarily or permanently, with or without notice to you, and we are not obligated to support or update the Services. YOU AGREE THAT NGOL SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY IN THE EVENT THAT WE EXERCISE OUR RIGHT TO MODIFY OR DISCONTINUE THE SERVICES (OR ANY PORTION OF THE SERVICES). Unless explicitly stated otherwise, any new features that augment or enhance the current Services shall be subject to these Terms.
NGOL will apply reasonable measures designed to protect the security of the information and data uploaded by you when using the Services. You are responsible for ensuring the security of all systems used to connect to the Services, and you must comply with all data retention and security requirements applicable to you. NGOL may, in its sole discretion, take all reasonable measures to secure the Services, including without limitation by disabling access to the Services for you or any user (or IP addresses), if NGOL identifies or suspects any activity involving access to or use of the Services: (i) without authorization; (ii) for unlawful or fraudulent purposes; (iii) for purposes of disrupting or damaging the Services; (iv) in a manner that violates these Terms; or (v) that otherwise presents an information security or legal risk to NGOL, its customers, or any individual.
Customer will notify NGOL of any activity on the Services suspected as being for unlawful purposes or otherwise in violation of these Terms, including any activity to disrupt, gain unauthorized access to, or cause any damage to the Services, any content, or Customer Data. Customer will further immediately notify NGOL of any incident involving the unauthorized installation or introduction of malware, viruses, ransomware, or other unauthorized code to the Services, or any unauthorized use of or access to Customer Data through the Services of which you become aware, including any loss of personal information and any incident where personal information becomes available to unauthorized persons through the Services.
Neither party will use or disclose to third parties the other's Confidential Information (as defined below) unless permitted by this section. The party disclosing Confidential Information is the “discloser” and the party receiving Confidential Information is the “recipient.” “Advisors” means each party's attorneys and accountants, and any subcontractor or advisor subject to a duty of confidentiality with respect to such information that is substantially equivalent to that set forth in these Terms. “Confidential Information” is nonpublic information relating to the business, affairs, or technology of the discloser or its affiliates, including know-how and trade secrets, in any form, that is designated as “confidential” or that a reasonable person knows or reasonably should understand to be confidential, as well as these Terms. For the avoidance of doubt, all vulnerability findings, assessment reports, and details of Customer's security posture constitute Customer's Confidential Information. Confidential Information is provided to the recipient “as is” without any warranties of any kind.
The recipient agrees: (a) to use the same degree of care that the recipient uses, but not less than a reasonable degree of care, to protect the discloser's Confidential Information from unauthorized use, dissemination, publication, or disclosure; (b) to use Confidential Information only as needed for the purpose of the business relationship between the parties; (c) not to disclose Confidential Information to any third party, other than its advisors who have a need to know; (d) not to reverse engineer, decompile, or disassemble the Confidential Information, except and only to the extent that applicable law expressly permits despite this limitation; (e) to immediately notify the discloser of any intended or unintended unauthorized disclosure or use of any Confidential Information by the recipient or any other person or entity of which the recipient becomes aware; (f) that the discloser may seek a court order to prevent Confidential Information from becoming public in breach of this section; and (g) to return or destroy the Confidential Information of the discloser promptly following written request from the discloser or at the end of the Term, except that the recipient may retain reasonable copies of the Confidential Information as may be required by regulatory, legal, or record retention requirements, or in connection with customary disaster recovery, backup, and business continuity processes, provided that any retained Confidential Information remains subject to the confidentiality obligations outlined in these Terms.
The obligations set forth in this section will not apply to Confidential Information: (a) that is, at the time of disclosure by the discloser, or becomes, subsequent to such disclosure, publicly available without a breach of these Terms; (b) that was lawfully known to the recipient without an obligation to keep it confidential; (c) that is received by the recipient from a third party lawfully possessing and entitled to disclose such information; or (d) that is independently developed by the recipient or its agents and licensees without use of any Confidential Information.
Notwithstanding the foregoing, the recipient may share Confidential Information to the extent it must be disclosed pursuant to applicable federal, state, or local law, regulation, court order, or other legal process, provided that: (a) the recipient will, where permitted by law, provide the discloser with prompt written notice so that the discloser may seek a protective order or other appropriate remedy; and (b) the recipient will furnish only that portion of the Confidential Information that is, in the reasonable opinion of its counsel, legally compelled.
Except for Customer Data and Outputs, everything you see, hear, or otherwise experience through the Services, including but not limited to the graphics, videos, text, software, photographs, scripts, interactive features, and the like (collectively, “NGOL Content”), and the trademarks, service marks, and logos contained therein (“Marks”), are owned by or licensed to NGOL, subject to the patent, copyright, trademark, service mark, trade secret, and other intellectual property rights under United States and foreign laws and international conventions, as well as other proprietary rights in data, databases, know-how, information, processes, formulae, and algorithms (collectively, “IP Rights”). Except as expressly provided herein, NGOL and its licensors own all IP Rights in the NGOL Content, including the selection, coordination, arrangement, operation, enhancement, and functionality thereof. Any unauthorized use of any materials on the Services may violate copyright, trademark, and other laws.
NGOL reserves all rights not expressly granted in and to the Services and the NGOL Content. Customer and its Authorized Users may not use, copy, download, or distribute any of the NGOL Content other than as expressly permitted herein, and may not incorporate the NGOL Content into, or stream or transmit the NGOL Content via, any hardware or software application unless expressly permitted by NGOL in writing. You may not build a business using the NGOL Content, whether or not for profit. Customer and its Authorized Users agree not to circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any NGOL Content or enforce limitations on use of the Services, nor may you scrape or use any extraction methods to obtain any NGOL Content or data from the Services.
NGOL may, in its sole discretion, permit Customer and its Authorized Users from time to time to submit, upload, or otherwise make available to NGOL (including through the Portal) suggestions, feedback, or recommendations regarding the performance or operation of the Services (“User Feedback”). If Customer or its Authorized Users provide any such User Feedback, Customer and its Authorized Users hereby grant to NGOL a perpetual, non-exclusive, worldwide, royalty-free, fully paid-up, irrevocable, sublicensable, and transferable license to use such User Feedback for any purpose permitted by applicable law.
Each party represents and warrants to the other party that: (a) it has the power, authority, and legal right to make, deliver, and perform the obligations set forth herein and, to its knowledge, no other agreement conflicts with the terms set forth herein; and (b) the execution of these Terms has been duly authorized and executed and is, or upon delivery will be, a legal, valid, and binding obligation enforceable in accordance with its terms.
Customer represents and warrants to NGOL as follows:
14.2.1. you have the right to provide Customer Data for use as provided herein, including, without limitation, by providing all relevant notices and obtaining all consents and approvals required under applicable law;
14.2.2. you own, control, or are fully authorized to submit for assessment every Target System provided to NGOL, and NGOL's assessment of the Target Systems as requested by Customer will not breach any agreement or obligation Customer or its Authorized Users owe to any third party, nor will such assessment violate any law, rule, or regulation;
14.2.3. the Customer Data, together with any other information provided to NGOL by Customer or its Authorized Users in any registration or application screen, profile, email, posting, telephone call, or through other means, including all personal details, contact details, and all other data provided to NGOL, is true in all respects, up-to-date, and not misleading in any way;
14.2.4. Customer and its Authorized Users will not access the Services under a false identity or pretext and will not use them to falsify your or any other person's identity;
14.2.5. Customer and its Authorized Users will use the Services lawfully, in compliance with these Terms and in good faith; and
14.2.6. Customer and its Authorized Users will keep all Service log-in details and passwords secure and will not share such information with third parties.
CUSTOMER AGREES THAT CUSTOMER AND ITS AUTHORIZED USERS' USE OF THE SERVICES SHALL BE AT CUSTOMER'S SOLE RISK. THE SERVICES, THE PORTAL, AND THE NGOL CONTENT, INCLUDING ALL OUTPUTS GENERATED USING THE SERVICES, ARE PROVIDED TO CUSTOMER ON AN “AS IS” BASIS. NGOL, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, OWNERS, SHAREHOLDERS, MEMBERS, EMPLOYEES, AGENTS, LICENSEES, LICENSORS, AND SUPPLIERS (COLLECTIVELY, THE “NGOL PARTIES”) GIVE NO WARRANTY NOR MAKE ANY REPRESENTATION IN RELATION TO THE SERVICES, THE PORTAL, OR THE NGOL CONTENT, INCLUDING THE OUTPUTS. WITHOUT LIMITING THE FOREGOING, NGOL DOES NOT WARRANT THAT THE SERVICES WILL IDENTIFY EVERY VULNERABILITY, WEAKNESS, OR SECURITY ISSUE PRESENT IN CUSTOMER'S SYSTEMS, AND A REPORT CONTAINING NO FINDINGS DOES NOT CONSTITUTE A REPRESENTATION THAT THE ASSESSED SYSTEMS ARE FREE OF VULNERABILITIES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE NGOL PARTIES EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE IN CONNECTION WITH THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF AVAILABILITY OF THE SERVICES, INTEROPERABILITY WITH THIRD-PARTY SOFTWARE, SYSTEMS, AND SERVICES, NON-DISRUPTION, SECURITY, ACCURACY, LOSS OF DATA OR CORRUPTION OF DATA, THE USE OF REASONABLE CARE AND SKILL, QUALITY, MERCHANTABILITY, TITLE OR ENTITLEMENT, FITNESS FOR A PARTICULAR PURPOSE, ABILITY TO ACHIEVE A PARTICULAR RESULT OR FUNCTIONALITY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AS WELL AS WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, AND COURSE OF PERFORMANCE.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE NGOL PARTIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (a) ERRORS, MISTAKES, OR INACCURACIES OF THE NGOL CONTENT, INCLUDING THE OUTPUTS, (b) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DATA LOSS OR CORRUPTION), RESULTING FROM CUSTOMER'S ACCESS TO AND USE OF THE SERVICES, (c) UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR INFORMATION STORED THEREIN, (d) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (e) BUGS, VIRUSES, TROJAN HORSES, DESTRUCTIVE COMPUTER CODE, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, (f) FAILURES, DISRUPTIONS, ERRORS, OR DELAYS ARISING FROM THE INTERACTION BETWEEN THE SERVICES AND THIRD-PARTY SOFTWARE, SYSTEMS, AND SERVICES USED BY CUSTOMER, AND/OR (g) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE NGOL CONTENT OR ANY MATERIALS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES.
NOTHING IN THIS SECTION 15 IS INTENDED TO LIMIT OR MODIFY ANY EXPRESS WARRANTY GIVEN BY NGOL IN THESE TERMS OR ANY ORDER FORM AGREED BY THE PARTIES.
NGOL agrees to indemnify, defend, and hold harmless Customer, its affiliates, officers, agents, and employees from and against all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from any third-party claim (“Claim”) relating to infringement or misappropriation of such third party's U.S. patent, copyright, or trade secret based on Customer's use of the Services provided to Customer under these Terms. The foregoing is NGOL's exclusive obligation for infringement claims. If NGOL becomes aware of a Claim alleging infringement or misappropriation, or NGOL believes such a Claim will occur, NGOL may, at its sole option: (a) obtain for Customer the right to continue use of the Services; (b) replace or modify the Services so that they are no longer infringing; or (c) if neither of the foregoing options is reasonably available, terminate the Services, in which case NGOL's sole liability, in addition to the indemnification obligations outlined above, will be to refund to Customer a prorated amount of prepaid fees for the Services applicable to the remaining period in the then-current Service Term. NGOL's indemnification obligations under this Section are expressly conditioned on: (i) Customer providing prompt notice to NGOL of any applicable Claim; (ii) NGOL retaining the unconditional option to control the defense and settlement of any such Claim; and (iii) Customer providing reasonable assistance (at NGOL's expense) in the defense and settlement of such Claim. NGOL will have no indemnification obligation for Claims arising from: (w) Customer's or any end user's use of the Services other than as permitted under these Terms; (x) any Customer Data, Customer-provided software or materials, or third-party software or materials; (y) the combination of the Services with any products, services, hardware, data, or business process not provided by NGOL; or (z) the modification of the Services by any party other than NGOL or NGOL's agents, or modification by NGOL or NGOL's agents in accordance with Customer's instructions.
Customer agrees to indemnify, defend, and hold harmless the NGOL Parties from and against any claim, loss, obligation, demand, damage, cost, liability, expense, and attorneys' fees arising as a result of or relating to any claim (including but not limited to claims or damages for personal injury, wrongful death, property damage, and injury to you, your business, or third parties, and consequential, compensatory, or punitive damages), demand, or proceeding brought or threatened against the NGOL Parties in connection with (a) your use of, access to, or misuse of the Services or the Portal; (b) your use or misuse of any NGOL Content, including the Outputs; (c) your breach of any of these Terms; (d) your violation of any third-party right, including without limitation any IP Rights or privacy right; (e) your failure to obtain any consent, authorization, or other right necessary for us to perform the Services, including without limitation authorization to assess any Target System; (f) your use of Linked Services, or breach of any third-party terms and conditions applicable to your use of Linked Services or Third-Party AI Platforms; or (g) activity that occurs under your account as a result of your failure to maintain the confidentiality of your account credentials; in each case, provided that Customer and its Authorized Users will have no such obligation to the extent such losses are caused by NGOL's gross negligence or willful misconduct or, in the case of a claim under (d), to the extent caused by the Services as provided by NGOL or NGOL Content.
IN NO EVENT SHALL THE NGOL PARTIES BE LIABLE TO YOU, YOUR BUSINESS, OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING FROM OR IN CONNECTION WITH THE SERVICES OR NGOL CONTENT OR ANY OUTPUTS, INCLUDING ANY LOSS OF PROFITS OR SAVINGS OR ANTICIPATED PROFITS OR SAVINGS, LOSS OF DATA, LOSS OF OPPORTUNITY, LOSS OF REPUTATION, GOODWILL, OR BUSINESS, REGARDLESS OF (a) THE FORM OF CLAIM OR ACTION (INCLUDING ANY NEGLIGENCE OF THE NGOL PARTIES), AND (b) WHETHER DAMAGES ARE FORESEEN OR FORESEEABLE, EVEN IF NGOL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE NGOL PARTIES WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE, LIABILITY, OR LOSS THAT YOU OR YOUR BUSINESS MAY INCUR, OR FOR ANY OTHER UNDESIRABLE CONSEQUENCES, RESULTING FROM: (a) ANY SUSPENSION OR DISRUPTION OF THE SERVICES, INCLUDING WHERE SUCH SUSPENSION OR DISRUPTION RESULTS FROM THE NGOL PARTIES' NEGLIGENCE, (b) ANY ERRORS, MISTAKES, OR INACCURACIES OF THE NGOL CONTENT OR OUTPUTS, (c) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES OR YOUR USE OF ANY NGOL CONTENT OR OUTPUTS, (d) UNAUTHORIZED ACCESS TO OR USE OF NGOL'S OR ITS AFFILIATES' SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN, (e) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (f) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, (g) FAILURES, DISRUPTIONS, ERRORS, OR DELAYS ARISING FROM THE INTERACTION BETWEEN THE SERVICES AND THIRD-PARTY SOFTWARE, SYSTEMS, AND SERVICES USED BY YOU, OR (h) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY NGOL CONTENT OR YOUR INTERACTIONS WITH ANY THIRD PARTIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NGOL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE NGOL PARTIES WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE, LIABILITY, OR LOSS THAT YOU, YOUR BUSINESS, OR ANY OTHER PERSON MAY INCUR, OR FOR ANY OTHER UNDESIRABLE CONSEQUENCES, RESULTING FROM YOUR BREACH OF YOUR WARRANTIES OR OTHER OBLIGATIONS UNDER THESE TERMS, INCLUDING, WITHOUT LIMITATION, THE OBLIGATION TO KEEP YOUR LOG-IN DETAILS AND PASSWORD SECURE OR FROM THE SHARING OF THESE DETAILS WITH ANY OTHER PERSON.
THE NGOL PARTIES' MAXIMUM AGGREGATE LIABILITY FOR ANY SINGLE EVENT (OR A SERIES OF RELATED EVENTS) GIVING RISE TO A CLAIM IN CONNECTION WITH THESE TERMS OR IN RELATION TO THE SERVICES WILL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER IN THE TWELVE MONTHS PRECEDING THE ACTION GIVING RISE TO SUCH LIABILITY.
These Terms and all matters arising from or related to the Services are governed by the laws of the United States and the state in which NGOL is organized, without regard to conflict of law provisions. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) are expressly excluded in their entirety from these Terms.
All claims and disputes, including all statutory claims and disputes, whether pre-existing, present, or future, arising out of or relating to (a) these Terms, (b) Customer's access to, use, or receipt of the Services and/or NGOL Content, or (c) any other services or products provided, managed, operated, serviced, or fulfilled by NGOL, in each case regardless of when that dispute, claim, or controversy arose and regardless of the relevant legal theory (each, a “Dispute”), will be finally resolved by binding arbitration on an individual basis, except that the parties are not required to arbitrate any Dispute in which either party seeks equitable relief for alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. This means that, except for the equitable relief described in the previous sentence, neither NGOL nor Customer will sue in court before a judge or jury (unless Customer opts out of arbitration as provided below). NGOL and Customer also agree that no Dispute subject to this Section 18 will be resolved as a class or other collective action. Instead, one (1) neutral arbitrator will decide the Dispute, and the arbitrator's decision will be final except for a limited right of appeal under the Federal Arbitration Act. The arbitrator may award declaratory or injunctive relief only for the individual claims between NGOL and Customer. This arbitration clause will survive any termination of these Terms. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to the extent permitted by law to resolve all Disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules then in effect (the “Rules”), except to the extent they conflict with these Terms. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The Rules are available online at www.adr.org or by calling AAA at 1-800-778-7879.
Any claims or disputes involving less than US $10,000 may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the amount sought is US $10,000 or more, the right to an in-person oral hearing will be determined by the Rules. If non-appearance arbitration is elected, the arbitration will be conducted by phone, online, written submissions, or a combination of the three, at the election of the party initiating arbitration, and the arbitration will not involve a personal appearance by parties or witnesses unless the parties mutually agree otherwise.
The arbitrator will be bound to follow applicable federal and state laws and regulations in deciding all issues and in rendering any award. NGOL and Customer will be entitled to invoke the rules of discovery authorized by the Rules.
The arbitration proceedings will be conclusive and not appealable, and any party to any award rendered in any arbitration proceeding will be entitled to have judgment entered on that award. The number of arbitrators shall be one (1), selected in accordance with the Rules, and the language of the arbitration will be English.
If Customer demands arbitration first, Customer will pay the claimant's initial arbitration filing fees or case management fees required by the Rules up to $125 USD, and NGOL will pay any additional initial filing fee or case management fee. Notwithstanding any contrary provisions in the Rules but subject to the previous sentence, each party shall bear its own costs and expenses of the arbitration and one-half (1/2) of the fees and costs for the arbitrator unless the arbitrator determines the fees and costs should be borne by one (1) of the parties. The arbitrator may not award or assess punitive damages against either party.
YOU, YOUR BUSINESS, AND NGOL EACH AGREE THAT ANY PROCEEDINGS TO RESOLVE ANY DISPUTE, INCLUDING ARBITRATION AND LITIGATION IN COURT, WILL BE CONDUCTED INDIVIDUALLY ONLY. NGOL will not, and Customer will not, seek to have any dispute heard as a class action, a class-wide arbitration, a private attorney-general action, or any other proceeding in which Customer or NGOL acts or proposes to act as a representative for others. Customer and NGOL also agree that no arbitration or other proceeding will be combined with another arbitration or proceeding without the written consent of NGOL, Customer, and every other party to that arbitration or proceeding. Without the written consent of NGOL, the arbitrator may not consolidate or join more than one (1) person or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. You may opt out of the arbitration and class-action waiver set forth above by sending a written notice of your decision to opt out in accordance with this Section 18. If Customer elects to opt out, neither Customer nor NGOL can force the other to arbitrate. To opt out, Customer must notify NGOL in writing no later than thirty (30) days after first becoming subject to these Terms. The notice must include Customer's name and address, an email for notices, and an unequivocal statement that Customer wants to opt out of this arbitration. Send the notice to: NGOL, hello@ngol.ai, Attention: Legal. In the event of a dispute between Customer and NGOL, to invoke Customer's opt-out right, Customer must retain a copy of the opt-out notice, as well as proof of delivery of the opt-out notice within the prescribed period.
ANY LEGAL ACTION BROUGHT BETWEEN YOU AND/OR YOUR BUSINESS, ON THE ONE HAND, AND NGOL OR ANY OF THE NGOL PARTIES, ON THE OTHER HAND, MUST BE COMMENCED WITHIN ONE (1) YEAR OF THE DATE ON WHICH SUCH LEGAL CLAIMS WOULD ORDINARILY ACCRUE UNDER THE APPLICABLE STATUTE OF LIMITATIONS OR SIMILAR TEMPORAL DEADLINE FOR COMMENCING A LEGAL ACTION.
A party will not be in breach of these Terms, nor liable for any failure or delay in performance of any of its obligations under these Terms (other than obligations to make payments when due, if applicable), where such failure or delay arises from or is attributable to acts, events, omissions, or accidents beyond its reasonable control, including (as examples and without limitation) an act of God, fire, flood, earthquake, windstorm or other natural disaster, pandemic, epidemic or other health crisis, official health directives (whether or not mandatory), explosion or accidental damage, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, terrorist attack, civil war, civil commotion or riots, shortage of raw materials or supplies, industrial action or strike, power outages, or electronic or communication network breakdowns (“Force Majeure Events”). If a Force Majeure Event affecting the provision of the Services by NGOL occurs, NGOL will use reasonable efforts to notify users through the Services, its website, or by email communication.
Customer may promote its use of NGOL's Services and agrees that NGOL may identify Customer as a user of the Services on NGOL's website or in NGOL's business deals, press releases, marketing materials, tradeshows, or other promotional materials, unless otherwise agreed in the Order Form. All press releases regarding Customer's use of the Services will be pre-approved by Customer, which consent will not be unreasonably withheld.
These Terms, and any rights and licenses granted hereunder, may be transferred or assigned by Customer only with NGOL's prior written consent, but may be assigned by NGOL without restriction and without notice to Customer.
The arbitration provision and class-action waiver in Section 18 may be amended from time to time in accordance with these Terms. If Customer did not opt out of mandatory arbitration as provided above, Customer may reject any change we make to Section 18 by sending us notice within thirty (30) days after first becoming subject to the amended Terms. Send the notice rejecting the changes to: NGOL, hello@ngol.ai, Attention: Legal. In the event of a dispute between Customer and NGOL, to invoke Customer's right to apply an earlier version of Section 18, Customer must retain a copy of the rejection notice, as well as proof of delivery of the rejection notice during the period of time in which Customer intends to pursue any claim.
The transmission of applicable technical data, if any, in connection with the Services may be subject to export controls. Customer agrees to comply with all applicable laws regarding software and the transmission of technical data exported from the United States.
YOU AND YOUR BUSINESS ACKNOWLEDGE THAT EACH OF THE NGOL PARTIES IS AN INTENDED THIRD-PARTY BENEFICIARY OF THE RELEASES, WAIVERS, AND COVENANTS GIVEN BY YOU AND YOUR BUSINESS IN SECTIONS 12, 13, 14, 15, AND 18. SUBJECT TO THE FOREGOING, NOTHING IN THESE TERMS IS INTENDED TO CONFER ANY RIGHT, REMEDY, CAUSE OF ACTION, OR LIABILITY ON ANY PERSON OTHER THAN NGOL AND ITS SUCCESSORS AND ASSIGNS AND YOU.
Except as expressly permitted under these Terms, no modification, alteration, or waiver of any of the provisions of these Terms will be effective unless in writing and signed on behalf of each of the parties. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or any other term, and NGOL's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
Nothing in these Terms will create, or be deemed to create, a partnership or joint venture and will not be construed as giving rise to the relationship of principal and agent between the parties.
These Terms constitute the entire agreement between the parties and supersede all other agreements, statements, and other arrangements between the parties in relation to the subject matter hereof, except as provided otherwise herein. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, void, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, so that these Terms shall remain in full force and effect. Each party acknowledges that it has not relied on or been induced to enter these Terms by a representation other than those expressly set out in these Terms.
Questions about these Terms can be sent to hello@ngol.ai.