NaviAI User Agreement

This NaviAI User Agreement (“Terms”) applies to your access to and use of the websites, mobile apps, APIs, and other online products and services (collectively, the “Services”) provided by NaviAI, Inc. (“we,” “us,” or “our”). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Services. If you are accepting these Terms on behalf of another legal entity, including a business, you represent that you have full legal authority to bind such entity to these Terms.

1. Your Use of the Services

1.1 You must be at least 18 years old and over the minimum age required by the laws of your country of residence to access and use the Services.

1.2 Subject to your complete and ongoing compliance with these Terms, we grant you a personal, non-transferable, non-exclusive, revocable, limited license to: (a) install and use a copy of our mobile application associated with the Services that is obtained from a legitimate marketplace on a mobile device owned or controlled by you; and (b) access and use the Services. We reserve all rights not expressly granted to you by these Terms.

1.3 Except and solely to the extent such a restriction is impermissible under applicable law, you may not, without our written agreement:

(a) license, sell, transfer, assign, distribute, host, or otherwise commercially exploit the Services or Content (as defined in Section 4 below);

(b) modify, prepare derivative works of, disassemble, decompile, or reverse engineer any part of the Services or Content; or

(c) access the Services or Content in order to build a similar or competitive website, product, or service.

1.4 We are always improving our Services. This means we may add or remove features, products, or functionalities; we will try to notify you beforehand, but that won’t always be possible. We reserve the right to modify, suspend, or discontinue the Services (in whole or in part) at any time, with or without notice to you. Any future release, update, or other addition to functionality of the Services will be subject to these Terms, which may be updated from time to time. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.

1.5 Nothing in the Services constitutes an offer to sell, or the solicitation of an offer to buy, any securities. The Services do not constitute legal, financial, or investment advice. Use of the Services may not be permitted where you live, and it is your responsibility to comply with all applicable law.

2. Privacy

Our Privacy Notice explains how and why we collect, use, and share information about you when you access or use our Services. You understand that through your use of the Services, you consent to the collection and use of this information as set forth in the Privacy Notice.

3. Your Account and Account Security

3.1 To use certain features of our Services, you may be required to create an account (an “Account”) and provide us with a username, password, and certain other information about yourself as set forth in the Privacy Notice. You will not license, sell, or transfer your Account without our prior written approval.

3.2 You are solely responsible for the information associated with your Account and anything that happens related to your Account. You must maintain the security of your Account and immediately notify us if you discover or suspect that someone has accessed your Account without your permission. We recommend that you use a strong password that is used only with your Account and enable two-factor authentication.

4. Your Content

4.1 The Services may contain information, text, links, graphics, photos, videos, audio, streams, software, tools, or other materials (“Content”), including Content created with or submitted to the Services by you or through your Account (“Your Content”). We take no responsibility for and we do not expressly or implicitly endorse, support, or guarantee the completeness, truthfulness, accuracy, or reliability of any of Your Content.

4.2 By submitting Your Content to the Services, you represent and warrant that you have all rights, power, and authority necessary to grant the rights to Your Content contained within these Terms. Because you alone are responsible for Your Content, you may expose yourself to liability if you post or share Content without all necessary rights.

4.3 You retain any ownership rights you have in Your Content. When Your Content is created with or submitted to the Services, you grant us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, and sublicensable license to use, copy, modify, adapt, prepare derivative works of, distribute, store, perform, and display Your Content and any name, username, voice, or likeness provided in connection with Your Content. This license includes the right for us to make Your Content available for syndication, broadcast, distribution, or publication by other companies, organizations, or our partners. You also agree that we may remove metadata associated with Your Content, and you irrevocably waive any claims and assertions of moral rights or attribution with respect to Your Content.

4.4 Any ideas, suggestions, and feedback that you provide to us are entirely voluntary, and you agree that we may use such ideas, suggestions, and feedback without compensation or obligation to you.

4.5 Although we have no obligation to screen, edit, or monitor Your Content, we may, in our sole discretion, delete or remove Your Content, at any time and for any reason, including for violating these Terms or our other terms and policies, or if you otherwise create or are likely to create liability for us.

5. Third-Party Content and Advertisements

5.1 The Services may contain links to third-party websites, products, or services, which may be posted by advertisers, our affiliates, our partners, or other users (“Third-Party Content”). Third-Party Content is not under our control, and we are not responsible for any third party’s websites, products, or services. Your use of Third-Party Content is at your own risk and you should make any investigation you feel necessary before proceeding with any transaction in connection with such Third-Party Content.

5.2 The Services may also contain sponsored Third-Party Content or advertisements. The type, degree, and targeting of advertisements are subject to change, and you acknowledge and agree that we may place advertisements in connection with the display of any Content or information on the Services, including Your Content.

6. Things You Cannot Do

6.1 When using or accessing the Services, you must comply with these Terms and all applicable laws, rules, and regulations. You may not do any of the following:

(a) Use the Services in any manner that could interfere with, disable, disrupt, overburden, or otherwise impair the Services;

(b) Gain access to (or attempt to gain access to) another user’s Account or any non-public portions of the Services, including the computer systems or networks connected to or used together with the Services;

(c) Upload, transmit, or distribute to or through the Services any viruses, worms, malicious code, or other software intended to interfere with the Services, including its security-related features;

(d) Use the Services to violate applicable law or infringe any person’s or entity’s intellectual property rights or any other proprietary rights;

(e) Access, search, or collect data from the Services by any means (automated or otherwise) except as permitted in these Terms or in a separate agreement with us;

(f) Use the Services in any manner that we reasonably believe to be an abuse of or fraud on us or any payment system;

6.2 We encourage you to report content or conduct that you believe violates these Terms. We also support the responsible reporting of security vulnerabilities. To report a security issue, please email [EMAIL].

7. Copyright, Trademark, the DMCA, and Takedowns

7.1 We respect the intellectual property of others and require that users of our Services do the same. We have a policy that includes the removal of any infringing material from the Services and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers. If you believe that anything on our Services infringes a copyright or a trademark that you own or control, you may contact us at legalteam@naviai.app. See 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to us for certain costs and damages.

7.2 If we remove Your Content in response to a copyright or trademark notice, we will notify you. If you believe Your Content was wrongly removed due to a mistake or misidentification in a copyright notice, you can send a counter notification via email at legalteam@naviai.app. Please see 17 U.S.C. § 512(g)(3) for the requirements of a proper counter notification.

8. Intellectual Property

We own and operate the Services. The visual interfaces, graphics, design, compilation, information, data, computer code, products, services, trademarks, and all other elements of the Services (“Materials”) provided by us are protected by intellectual property and other laws. All Materials included in the Services are our property or the property of our third-party licensors. You acknowledge and agree that you shall not acquire any ownership rights whatsoever by downloading Materials or by purchasing a subscription to our Services. Except as expressly authorized by us, you may not make use of the Materials. We reserve all rights to the Materials not granted expressly in these Terms.

9. Indemnity

Except to the extent prohibited by law, you agree to defend, indemnify, and hold us, our affiliates, and their respective, directors, officers, employees, affiliates, agents, contractors, third-party service providers, and licensors (our “Entities”) harmless from and against any claim or demand made by any third party, and any related liability, damage, loss, and expense (including costs and attorneys’ fees) due to, arising out of, or in connection with: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of applicable laws or regulations; or (d) Your Content. We reserve the right to control the defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

10. Disclaimers and Limitation of Liability

10.1 Nothing in these Terms will prejudice the statutory rights that you may have as a user of the Services. Some countries, states, provinces or other jurisdictions do not allow the exclusion of certain warranties or the limitation of liability as stated in this section, so the below terms may not fully apply to you. Instead, in such jurisdictions, the exclusions and limitations below shall apply only to the extent permitted by the laws of such jurisdictions.

10.2 THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, LEGAL, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OUR ENTITIES DO NOT WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR FREE. WE DO NOT CONTROL, ENDORSE, OR TAKE RESPONSIBILITY FOR ANY CONTENT AVAILABLE ON OR LINKED TO THE SERVICES OR THE ACTIONS OF ANY THIRD PARTY OR USER, INCLUDING MODERATORS. WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF OUR SERVICES SAFE, WE DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10.3 IN NO EVENT WILL ANY OF OUR ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES, INCLUDING THOSE ARISING FROM OR RELATING TO CONTENT MADE AVAILABLE ON THE SERVICES THAT IS ALLEGED TO BE DEFAMATORY, OFFENSIVE, OR ILLEGAL. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR RESULTING LOSS OF DATA. IN NO EVENT WILL THE AGGREGATE LIABILITY OF OUR ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100) OR ANY AMOUNT YOU PAID US IN THE PREVIOUS SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SECTION WILL APPLY TO ANY THEORY OF LIABILITY, INCLUDING THOSE BASED ON WARRANTY, CONTRACT, STATUTE, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF OUR ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF ANY REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

11. Governing Law and Arbitration

11.1 If you have an issue or dispute, you agree to raise it and try to resolve it with us informally. You can contact us with feedback and concerns at legalteam@naviai.app.

11.2 To the fullest extent permitted by applicable law, any claims arising out of or relating to these Terms or the Services will be governed by the laws of the State of Florida, without regard to its conflict of laws rules.

11.3 The claims will be solely and finally settled by arbitration administered by Federal Arbitration, Inc. under its Rules for Arbitration then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms of Use). Arbitration will be conducted confidentially by a single arbitrator. The proceeding will be in English. The arbitrator will apply applicable statutes of limitation and all applicable law and will honor claims of privilege recognized by applicable law. Arbitration will occur in Miami, Florida, unless we both agree to conduct it elsewhere. You agree that the federal and state courts in Miami, Florida are the proper forum for any appeals of an arbitration award or for court proceedings in the event that the binding arbitration clause of these Terms of Use is found to be unenforceable.

12. Changes to these Terms

We may make changes to these Terms from time to time. If we make changes, we will post the revised Terms and update the Effective Date above. By continuing to access or use the Services on or after the Effective Date of the revised Terms, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, you must stop accessing and using our Services before the changes become effective.

13. Termination

13.1 You may terminate these Terms at any time and for any reason by deleting your Account and discontinuing use of all Services. To the fullest extent permitted by applicable law, we may suspend or terminate your Account, status, or ability to access or use the Services at any time for any or no reason, including for violating these Terms.

13.2 The following sections will survive any termination of these Terms or of your Account: 4 (Your Content), 6 (Things You Cannot Do), 9 (Indemnity), 10 (Disclaimers and Limitation of Liability), 11 (Governing Law and Venue), 13 (Termination), and 14 (Miscellaneous).

14. Miscellaneous

These Terms, together with the Privacy Notice and any other agreements expressly incorporated by reference into these Terms, constitute the entire agreement between you and us regarding your access to and use of the Services. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. You may not assign or transfer any of your rights or obligations under these Terms without our consent. We may freely assign any of our rights and obligations under these Terms.

These Terms are a legally-binding agreement between you and NaviAI, Inc. If you have any questions about these Terms, please contact us at legalteam@naviai.app.

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