NSG Services, LLC

Terms of Service

UPDATED: June 18, 2018

By using this website (the “Site”) or any products or services provided through this Site, you (“You,” “Your” and “User”) agree to the terms of service (“Agreement” or “TOS”) that NSG Services, LLC (“NSG,” “Us,” “Our,” “We,” and “the Company”) have provided. This Agreement between You and Us is comprised of this TOS and Our Privacy Policy and supersedes all previous written and oral agreements, representations, and warranties. If You don’t agree with the terms of Our TOS or Privacy Policy, please refrain from using the Site and any of Our products or services.

  1. General

We provide a cloud-based customizable software as a service (“SaaS”) for third-party administrators (“TPA”) called TPA Navigator to manage their contacts and financial plans, allow clients and their advisors to access information using a secure portal. Access to TPA Navigator is provided through Our website and requires the TPA to purchase a monthly or annual license for access.

Do not use TPA Navigator until You have carefully read this TOS.

  1. TPA Navigator License

TPAs must purchase a license to use TPA Navigator. The TPA licensee shall have a limited, non-exclusive, non-transferable, revocable license to use TPA Navigator in exchange for payment and per these TOS and Our Privacy Policy. Payments for this license are made through a third-party payment processing service.

By purchasing a TPA Navigator license, You agree to abide by that payment processing service’s terms of service. We will never have access to Your credit card information.

The TPA is the licensee of TPA Navigator and will have a web-based portal through which to communicate with Your clients and the clients’ advisors. Your clients and clients’ advisors are sublicensees of the TPA’s license, and the TPA has authority to grant a sublicense to these persons. The TPA shall initiate access to the portal for its clients and their advisors.

  1. TPA’s Clients and Advisors

The TPA shall invite each client and the clients’ advisors to access the TPA Navigator through a portal created for the TPA. The TPA, client, and advisor can securely communicate using the TPA Navigator platform. The TPA will collect and input data forms for the Internal Revenue Service (“IRS”), Department of Labor, and other reporting agencies in the United States. The client will have the option to restrict their advisor’s ability to edit the client’s information on TPA Navigator.

An advisor can communicate with their client and/or the TPA. The client can communicate with their advisor, the TPA, and other client users who are on their plan. The TPA can communicate with anyone they grant a sublicense and invite to access the portal under their license.

Only the TPA, client, and advisors can use the TPA Navigator to communicate using the Notes section of the portal. No outside email messages can be sent or received using this SaaS. No purchases or trades can be made using TPA Navigator.

All TPA, client, and advisor are Users of TPA Navigator and are required to comply with the terms of Our TOS and Privacy Policy.

  1. User Conduct

Every User must abide by the following rules of conduct in regards to TPA Navigator:

  • You must be at least 18 years old to use TPA Navigator.
  • You must provide accurate information as required on the portal and when communicating with Us.
  • You must not use TPA Navigator except as permitted by this Agreement and any license purchased from Us or sublicensed to You.
  • You may not use this SaaS to abuse, harass, defame, or defraud anyone.
  • You may not use this SaaS to do anything unlawful, misleading, malicious, or discriminatory.
  • You may not upload viruses or other malicious code through the portal. You may not do anything that is designed to disable, overburden, or interfere with the normal working of this SaaS.
  • You may not use this SaaS to violate anyone’s intellectual property rights. You may not make any copies of this software. You may only access the TPA portal through Our website.
  • You may not rent, lease, sell, or redistribute Our software.
  • You may not sublicense Our software except as stated herein.
  • You may not use, test, or otherwise utilize Our software in any manner for purposes of developing or implementing any method or application that is intended to interfere with the function of Our software.
  • You may not reverse engineer, decompile, disassemble, derive source code, create a derivative work of, or otherwise repurpose Our software; attempt to do so, or assist anyone in doing so except permitted by applicable law notwithstanding this limitation.

We reserve the right to terminate any User’s license, sublicense, or access for violating Our TOS or Privacy Policy.

  1. Links

We may provide links to other websites on Our website or through TPA Navigator. Providing a link, however, is not an endorsement. We shall not be responsible for any material on any site to which We provide a link that We did not create. User assumes all risk by following a link. The Company provides no guarantee that any website it links to will be accurate or available.

  1. Copyrights and Trademarks

The Company retains its intellectual property rights, including but not limited to, copyright rights in all its content published on and through Our website and TPA Navigator, including all software code.

“TPA Navigator” and its logo are trademarks owned by the Company and may not be used without Our explicit written permission. Any violation of this policy may result in a copyright, trademark, or other intellectual property right infringement that may subject User to civil and/or criminal penalties and termination of their license(s).

  1. Digital Millennium Copyright Act (DMCA) Policy

The Company will comply with any properly submitted DMCA takedown and counter takedown notices We receive under the U.S. Copyright Act (17 U.S.C. § 512). If You believe that Your copyrighted work has been copied and used on or via Our website or SaaS in a way that constitutes copyright infringement, You must contact Our DMCA Agent at the following address: NSG Services LLC; Attn: DMCA/Copyright Agent; 21021 North 7th Street, Phoenix, Arizona 85024 or copyright@navsysgroup.com.

  1. Indemnification

By using this website or SaaS, You agree to defend, indemnify, and hold harmless NSG, Our affiliates, and their respective directors, officers, employees, and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to any activity by You in connection with Our website or SaaS.

To the extent permitted under applicable laws, User hereby releases NSG from any and all claims or liability related to any product or service provided through this SaaS and any conduct or speech, whether online or offline, of any other User.

  1. Modification to these Terms of Service

We reserve the right to change the TOS for this SaaS at any time as We deem necessary or desirable. These changes will most likely be enacted to comply in changes to Our services and/or changes in the law. We may notify Users of changes by posting notice of the change on Our website and through Your portal. Changes to this Agreement may occur, however, without notice. Any changes to these TOS will be effective upon the changes being made to this document.  Your continued use of this SaaS shall be Your acceptance of any changes to this Agreement. All additional terms are hereby incorporated into this TOS by this reference.

The date at the top of the TOS informs You of the date of the most recent change.

  1. Warranty Disclaimer

USER EXPRESSLY AGREES THAT USE OF THIS SAAS IS AT USER’S SOLE RISK.  NEITHER NSG, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, WARRANT THAT USE OF THE SAAS WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (1) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THIS SAAS OR (2) THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED THROUGH THIS WEBSITE OR SAAS.

THIS WEBSITE AND SAAS ARE MADE ACCESSIBLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

  1. Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE CONTENT PROVIDED THROUGH THIS SITE, SAAS, OUR LICENSE, AND/OR SERVICES. THE PARTIES AGREE THAT OUR MAXIMUM FINANCIAL OBLIGATION TO YOU IS THE AMOUNT PAID TO US FOR PRODUCTS AND SERVICES PRIOR TO THE DISPUTE.

UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY LOSS OR DAMAGE ALLEGEDLY CAUSED BY YOUR RELIANCE ON ANY INFORMATION PROVIDED ON THIS SITE OR THROUGH OUR PRODUCTS AND SERVICES. YOU ARE RESPONSIBLE FOR EVALUATING THE ACCURACY, APPROPRIATENESS, COMPLETENESS, AND USEFULNESS OF OUR CONTENT BASED ON YOUR SPECIFIC NEEDS. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, TO EVALUATE AND PROVIDE INDIVIDUALIZED INFORMATION AND INSTRUCTION.

  1. Contact Information

TPA Navigator is owned by NSG Services, LLC, an Arizona limited liability company with a principal place of business in Arizona. You can contact Us at 21021 North 7th Street, Phoenix, Arizona 85024 or via email at info@navsysgroup.com.

  1. Dispute Resolution

By using this Site, You agree that any claim, dispute, or controversy You may have against Us arising out of, relating to, or connected in any way with this Agreement, Our website, or TPA Navigator, shall be resolved exclusively in a court located in Maricopa County, Arizona. Arizona law shall govern all disputes related to this website and SaaS. You agree that You shall only pursue a claim on behalf of Yourself only and shall not seek to file a class action lawsuit. By using this website or SaaS, You agree to this jurisdiction and venue.

In all claims, disputes, and controversies related to this Agreement, Our website, or SaaS, the non-prevailing party shall be responsible for the prevailing party’s attorneys’ fees in addition to any damages assessed against them.

  1. License Renewal

The TPA’s license shall automatically renew on an annual basis and the TPA’s credit card will be automatically billed unless the TPA terminates their license explicitly or through non-payment. If payment is not authorized or received, We shall restrict access to the TPA’s portal until the license is renewed or the TPA’s account is terminated as described herein.

  1. Termination

We request that the TPA provide at least 90 days’ notice by email or U.S. Mail to terminate their license as this will allow sufficient time to schedule and provide data extracts for transition to a different platform.

De-conversion or transition services (data extracts, etc.) will be provided on fee-for-service basis, quoted at time service is requested, with data provided in a consistent format established by Our developers. Conversion and import of data to a new system will be the responsibility of the TPA and their new provider.

We reserve the right to restrict or terminate a TPA’s license due to the TPA’s non-payment or non-renewal of their license:

  • Non-Payment: Account access to all Users will be restricted once payment becomes 30 days past due. A nominal fee would be charged to the TPA to reactivate their restricted account. The TPA’s sublicensee clients and the clients’ advisors will also have restricted access at this time. If the TPA does not renew their license within 10 days of their account anniversary date, We may terminate the account and delete all content in it.
  • Non-Renewal: We will notify the TPA regarding their renewal 100 days prior to their renewal anniversary. The TPA may pay the renewal fee prior to the anniversary date. We will automatically charge the TPA’s credit card for renewals on the anniversary date unless the TPA explicitly directs Us not to. If payment is not authorized or received, Non-Payment rules shall apply.

A client or advisor sublicensee may terminate their use of TPA Navigator at any time merely by refraining from using it.

We reserve the right to suspend or terminate any User’s license or access to TPA Navigator at any time and for any suspected violation of this TOS and/or Our Privacy Policy. Termination may occur without advance notification. We shall not be liable for any damages for terminating a User. As the licensee, the TPA may be terminated or held responsible for any harm to Us by the TPA’s sublicensee.

  1. Miscellaneous

This Agreement and Privacy Policy shall constitute the entire agreement between the User and Us with respect to the subject matter in this Agreement or Privacy Policy. No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default.

The section headings used in this Agreement are for convenience only and shall be of no legal force or effect.

If any provision of this Agreement or Privacy Policy is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of this Agreement or Privacy Policy shall continue in full force and effect. If a provision is found to be invalid, the parties hereby request that the intention of the invalid provision be upheld wherever possible. The failure of either party to exercise any of its rights under this Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided by this Agreement.