Terms of Service

1. Acceptance of Terms

These Terms of Service, together with our Privacy Policy, form a legally binding agreement between you and NSRG VENTURES, LLC. By accessing this website, submitting an inquiry, or engaging our services, you agree to be bound by these terms.

If you are using the website or services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these terms. If you do not agree with any part of these terms, you must not use the website or services.

We may assign these terms, in whole or in part, to an affiliate or to a successor in connection with a merger, acquisition, or sale of assets. You may not assign or transfer your rights or obligations under these terms without our prior written consent.

2. Who We Are

NSRG VENTURES, LLC is a computer systems design and related services company operating in the Professional, Scientific, and Technical Services sector, with a focus on computer integrated systems design. Our registered business details are as follows:

• Company name: NSRG VENTURES, LLC
• Address: 2701 University Ave SE, Minneapolis - 55414-3233, United States (US)
• Website: https://www.nsrg.lat
• Contact email: page@nsrg.lat
• Contact phone: +15632918245

Throughout these terms, the terms we, us, and our refer to NSRG VENTURES, LLC, and the terms you and your refer to the individual or entity using the website or services.

3. Description of Services

We provide computer systems design and related services, including systems architecture and design, computer integrated systems design, cloud infrastructure, technical advisory and strategy, custom software engineering, and product development.

The specific scope of any engagement is defined in a separate proposal, statement of work, or written agreement signed by both parties. Those documents, together with these terms, govern the delivery of our services. In the event of a conflict, the terms of a signed agreement will control with respect to the specific engagement.

We may update, modify, or discontinue portions of our website or services at any time. We will use reasonable efforts to provide notice of material changes, but we are not obligated to provide any particular service on an ongoing basis.

We perform our work in accordance with generally accepted professional standards for the computer systems design industry. While we aim for excellence in every engagement, the nature of technology means that outcomes can depend on factors outside our control, including the state of third party platforms and the accuracy of the information you provide.

4. Eligibility

You must be at least 18 years of age to use this website and to enter into an agreement for our services. By using the website, you represent and warrant that you meet this eligibility requirement and that all information you provide to us is accurate and complete.

If you are using the website on behalf of an entity, you further represent that you are authorized to act on behalf of that entity and to bind it to these terms.

We may request additional information to verify your eligibility or authority before entering into an engagement. We reserve the right to decline to provide services where we are unable to verify the identity or authority of the requesting party.

5. Client Obligations

You agree to provide us with the information, access, and cooperation that are reasonably necessary for us to perform the services. This may include timely responses to requests, accurate technical details, and access to systems or environments required for the work.

You are responsible for ensuring that you have the rights and permissions necessary for us to access any materials, systems, or data that you provide or that we process on your behalf. Delays caused by a failure to provide required cooperation may affect delivery timelines and are not our responsibility.

You also agree to designate at least one point of contact who can provide timely decisions and approvals during the engagement. Clear communication on your side helps us deliver on schedule, and we will extend the same commitment to you by reporting progress regularly.

6. Proposals and Agreements

Any proposal, estimate, or quotation we provide is valid for the period stated in that document or, if no period is stated, for thirty days from the date of issue. A proposal does not create a binding obligation until a written agreement is signed by both parties.

Each engagement is governed by its own scope of work, which describes the deliverables, timeline, fees, and any assumptions or dependencies. Changes to scope are handled through written change requests that both parties approve before additional work begins.

Unless a proposal states otherwise, our proposals are not exclusive and may be withdrawn at any time before acceptance. A proposal is considered accepted only when we receive a signed agreement or written acceptance from an authorized representative of your organization.

7. Payment Terms

Fees for our services are set out in the applicable proposal or agreement. Unless otherwise stated, invoices are due within thirty days of the invoice date, and payments are made in United States dollars.

We may suspend or delay work if payment is not received when due. You are responsible for any applicable taxes, except taxes based on our net income. We may charge interest on overdue amounts at the maximum rate permitted by law.

Expenses that are necessary to perform the work, such as third party licenses or infrastructure costs, are billed as described in the applicable agreement unless they are already included in the quoted fees.

If you dispute any portion of an invoice in good faith, you must notify us in writing within ten days of the invoice date, and the parties will work together to resolve the dispute promptly. Undisputed amounts remain due on the original due date.

8. Intellectual Property

We retain all right, title, and interest in our pre existing materials, methodologies, tools, and intellectual property. Nothing in these terms transfers ownership of our background intellectual property to you.

Upon full payment for a specific engagement, we assign to you ownership of the deliverables that are expressly designated as work product in the applicable agreement, subject to our retained rights in underlying tools and pre existing materials.

You retain ownership of your own materials and data. By providing those materials to us, you grant us a limited license to use them solely as necessary to perform the services for you.

Unless we agree otherwise in writing, we may include the general nature of our work for you in our portfolio, provided that we do not disclose your confidential information. You may request that we keep a particular engagement confidential by notifying us in writing.

9. Confidentiality

Each party agrees to maintain the confidentiality of non public information disclosed by the other party in connection with the services. Confidential information includes technical, business, and financial information that is marked as confidential or that a reasonable person would understand to be confidential.

Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, that was already lawfully known, or that is independently developed without use of the confidential information.

These confidentiality obligations survive the termination of any engagement for the period stated in the applicable agreement or, if no period is stated, for three years.

Each party agrees to use the same degree of care to protect the other partys confidential information that it uses to protect its own information of similar importance, and in no event less than a reasonable degree of care.

10. Acceptable Use

You agree not to use this website or our services for any unlawful purpose or in any manner that could damage, disable, or impair the website or interfere with the use of the website by others.

Prohibited activities include attempting to gain unauthorized access to our systems, transmitting malicious code, scraping or collecting data in a manner that disrupts the website, and misrepresenting your identity. We reserve the right to restrict access to the website for any user who violates these terms.

You are also responsible for the security of any credentials or access details you use in connection with our services, and you agree to notify us promptly if you become aware of any unauthorized use of your account or any other breach of security.

11. Third Party Services

Our services may involve the use of third party platforms, tools, or services. We are not responsible for the availability, performance, or terms of those third party services, and your use of them may be subject to additional terms.

Where we recommend or integrate third party services on your behalf, we do so in good faith based on our experience, but we do not provide warranties regarding the acts or omissions of third party providers.

You are responsible for complying with the terms of any third party service used in connection with your engagement, including any licensing or usage requirements. Fees charged by third parties are your responsibility unless the applicable agreement states otherwise.

12. Warranties and Disclaimers

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. This warranty is our sole warranty with respect to the services.

Except as expressly stated in these terms, the website and services are provided on an as is and as available basis without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non infringement. We do not warrant that the website will be uninterrupted or error free.

If a deliverable does not conform to the specifications set out in the applicable agreement, your exclusive remedy is for us to correct the deliverable within a reasonable time, provided that you report the nonconformance to us in writing within the period stated in the agreement.

13. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including lost profits or loss of data, arising out of or related to these terms or the services, even if advised of the possibility of such damages.

Each partys total aggregate liability arising out of or related to these terms or the services will not exceed the amount paid by you for the specific engagement giving rise to the claim during the twelve months preceding the event. These limitations do not apply to liability that cannot be limited under applicable law.

Neither party will be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of nature, failure of telecommunications networks, government actions, or widespread infrastructure outages.

14. Indemnification

You agree to indemnify and hold harmless NSRG VENTURES, LLC and its officers, employees, and agents from any claims, damages, or expenses arising out of your use of the website, your breach of these terms, or your violation of any law or the rights of a third party.

This obligation includes reasonable legal fees incurred in connection with a covered claim, provided that we notify you promptly of the claim and cooperate with your defense.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that case, you agree to cooperate with our defense of the claim.

15. Term and Termination

These terms remain in effect until terminated by either party. You may terminate by ceasing use of the website and services. We may terminate or suspend your access if you breach these terms or if we reasonably believe that your use poses a risk to our systems or to others.

Termination of an individual engagement is governed by the terms of the applicable agreement. Provisions that by their nature should survive termination, including confidentiality, intellectual property, and limitation of liability, will continue in effect.

Upon termination of an engagement, each party will return or securely destroy the confidential information of the other party upon request, except that we may retain copies as required by law or for record keeping purposes in accordance with our retention policies.

16. Governing Law

These terms are governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles. Any dispute that is not resolved through the procedure described below will be brought exclusively in the state or federal courts located in Minnesota.

You agree to submit to the personal jurisdiction of those courts and to waive any objection based on venue or inconvenient forum.

If any provision of these terms is found to be invalid or unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will remain in full force and effect. A waiver of any provision will be effective only if made in writing and signed by the waiving party.

17. Dispute Resolution

We value clear and direct communication. If a dispute arises, each party agrees to first attempt to resolve it informally by providing written notice of the dispute and engaging in good faith discussions for a period of at least thirty days.

If the dispute cannot be resolved informally, the parties will proceed in accordance with the governing law provision above. Each party will bear its own costs in connection with any dispute resolution process.

Nothing in this section prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction where such relief is necessary to protect its rights or prevent irreparable harm.

18. Changes to These Terms

We may update these Terms of Service from time to time. When we make material changes, we will update the last updated date at the top of this page and, where appropriate, provide additional notice.

Your continued use of the website after changes become effective constitutes acceptance of the revised terms. If you do not agree to the revised terms, you should stop using the website and services.

19. Contact Information

If you have any questions about these Terms of Service, please contact us using the information below. Our team is available to clarify any section and to help you understand how these terms apply to your specific situation.