ONLINE TERMS
OF SERVICE

These Terms of Service ("Terms") apply to your access to and use of (a) the website located at www.navaraai.com and all associated web pages, websites and corresponding social media pages, (b) any web pages, websites, corresponding social media pages, materials, or other documents (including all content therein) that directly reference these Terms, (c) the Community (as defined below), and (d) the NavaraAI APIs (as defined below) ((a)-(d) collectively, the "Sites") provided by NavaraAI, Inc., its subsidiaries and affiliates (each "NavaraAI", "we", "us" or "our").

By checking a box agreeing to these Terms or by using our Sites, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 16. If you do not agree to these Terms, do not use our Sites.

We may supply different or additional terms, conditions, guidelines, policies, or rules in relation to some of our Sites or NavaraAI products or services made available on or through our Sites ("Supplemental Terms"). Any Supplemental Terms become part of your agreement with us if you use the applicable Sites and are hereby incorporated herein, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.

Supplemental Terms

• Privacy Policy: Detailing how we collect, use, and safeguard your information.
• Acceptable Use Policy: Outlining the permitted and prohibited uses of our services.
• Service Level Agreements (SLAs): Defining the performance metrics and commitments associated with our services.
• Payment Terms: Specifying billing practices, payment schedules, and applicable fees.
• Additional Product-Specific Terms: Providing details on specific features, functionalities, or limitations relevant to individual offerings.

We may also make changes to these Terms from time to time. The "Last Updated" legend above indicates when these Terms were last changed. If we make future changes, the updating of the date at the top of these Terms will serve as notice to you of the changes. It is your responsibility to check these Terms periodically for changes. Unless we say otherwise, the amended Terms will be effective immediately, and your continued use of our Sites will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Sites.

1. Eligibility

You must be at least sixteen (16) years old to use our Sites. If you use our Sites on behalf of another person or entity, (a) all references to "you" throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person's or entity's behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you will be fully responsible for the acts or omissions of such user in relation to our Sites.

2. Prohibited Conduct and Content

In connection with using our Sites, you will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Sites. This includes, but is not limited to, you agreeing you will not:

• Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
• Use or attempt to use another user's account or information, share your log-in information, or otherwise allow any other person or entity to use your account, without authorization from that user and NavaraAI;
• Impersonate or post on behalf of any person or entity you are not authorized to represent, or otherwise misrepresent your affiliation with a person or entity;
• Sell, resell or commercially use our Sites except where expressly permitted;
• Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Sites, except as expressly permitted by us or our licensors;
• Modify our Sites, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Sites;
• Use our Sites other than for their intended purpose;
• Use our Sites in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Sites or the NavaraAI Service or that could damage, disable, overburden or impair the functioning of our Sites or the NavaraAI Service in any manner;
• Use our Sites in any manner that, in our sole discretion, circumvents the ordinary use or operation of the NavaraAI Service or NavaraAI APIs or disrupts our pricing structure or ability to provide products, services or support to our customers;
• Reverse engineer any aspect of our Sites or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Sites;
• Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Sites;
• Develop or use any applications that interact with our Sites without our prior written consent;
• Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
• Link to any online portion of the Sites in a manner that damages or exploits our reputation or suggests any form of association, approval, or endorsement by us;
• Bypass or ignore instructions contained in our robots.txt file; or
• Use our Sites for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

3. Ownership; Limited License

The Sites, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by NavaraAI or our licensors and are protected under both domestic and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Sites are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Sites for your evaluation of our products and services or use of our products and services under your agreement with NavaraAI. Any use of the Sites other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

If you are a journalist, you may reach out to [email protected] for images from websites in professional publications to highlight NavaraAI, its products and/or services.

4. Trademarks

NavaraAI and our logos, our product or service names, our slogans and the look and feel of the Sites are trademarks of NavaraAI and may not be copied, imitated or used, in whole or in part, except with express permission and in accordance with our Trademark Usage Guidelines. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Sites are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

5. Repeat Infringer Policy; Copyright Complaints

In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Sites infringes any copyright that you own or control, you may notify NavaraAI's designated agent in accordance with our Notice and Takedown Policy.

6. Accounts

You must provide accurate account information and promptly update this information if it changes, and you hereby agree to receive emails, SMS messages, and other types of communication from NavaraAI using the email address or other contact information that you provide in connection with your account. You must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You may not share your account information or credential with any other person or entity, and may not permit any other person or entity to use your account information or credentials. You are solely responsible for all activity performed under your account. We reserve the right to reject, require that you change or reclaim usernames, including trademark rights, in those usernames. You agree that in the event of your death, incapacity or unavailability, we may terminate any rights to your account or User Content (as defined herein), as applicable.

7. Feedback

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about NavaraAI or our Sites (collectively, "Feedback"). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback or to improve or develop new products, services, or the Sites in NavaraAI's sole discretion. NavaraAI will exclusively own all improvements to, or new, NavaraAI products, services, or Sites based on any Feedback. You understand that NavaraAI may treat Feedback as nonconfidential.

8. Third-Party Content

We may provide information about or links to third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Sites (collectively, "Third-Party Content"). We may provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. NavaraAI does not control or endorse any Third-Party Content, and makes no representations or warranties regarding, any Third-Party Content, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third-Party Content. Your access to and use of such Third-Party Content is at your own risk and may be subject to additional terms, conditions, guidelines, policies, or rule (including terms of service or privacy policies of the providers of such Third-Party Content).

9. Credentialing

In NavaraAI's sole discretion, you may be offered credentials in the form of a digital badge and/or electronic certificate(s) in connection with your use of the Sites. You acknowledge and agree that the provision of such credentials does not constitute any contractual relationship or guarantee between the parties, including but not limited to an offer of employment by NavaraAI or any other third party. Your use of any such credentials shall comply with the terms provided with such credential.

10. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless NavaraAI and our subsidiaries and affiliates, and each of our and their respective officers, directors, agents, partners and employees (individually and collectively, the "NavaraAI Parties") from and against any losses, liabilities, claims, demands, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of the Sites or any content you provide thereon or therein; (b) sharing your login credentials for the Sites without NavaraAI's authorization; (c) your Feedback; (d) your violation of these Terms; (e) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (f) your conduct in connection with the Sites. You agree to promptly notify the NavaraAI Parties of any Claims, cooperate with the NavaraAI Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the NavaraAI Parties will have control of the defense or settlement, at NavaraAI's sole option, of any Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and any of the NavaraAI Parties.

11. Disclaimers

Your use of our Sites is at your sole risk. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, our Sites and any content therein are provided "as is" and "as available" without warranties of any kind, either express or implied. Our Sites contain links to third party products and services. Your navigation to and use of such third party products and services is solely governed by your agreement with such third party. NavaraAI disclaims all warranties and liability with respect to such third party products and services, including those third party products and services that are recommended or certified by NavaraAI and those third party products and services that are designed to interoperate with NavaraAI offerings. NavaraAI disclaims all warranties with respect to the Sites and any content therein, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, NavaraAI does not represent or warrant that our Sites are accurate, complete, reliable, current, free of viruses or other harmful components or content, or error-free or that access to the Sites will be uninterrupted. You assume the entire risk as to the quality and performance of the Sites.

12. Limitation of Liability

(a) To the fullest extent permitted by applicable law, the NavaraAI Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, warranty, or otherwise—for any indirect, consequential, incidental, or special damages or lost profits, even if NavaraAI or the other NavaraAI Parties have been advised of the possibility of such damages.

(b) The total liability of the NavaraAI Parties for any claim arising out of or relating to these Terms or our Sites, regardless of the form of the action, is limited to $100.

(c) The limitations set forth in this Section 12 (Limitation of Liability) will not limit or exclude liability of the NavaraAI Parties for any matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the limitations or exclusions of section 12(a) may not apply to you.

13. Release

To the fullest extent permitted by applicable law, you forever release and discharge NavaraAI and the other NavaraAI Parties from any and all responsibility, liability, claims, demands, causes of action, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides:

"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that if known by him or her, would have materially affected his or her settlement with the debtor or released party."

14. Processing Data

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Statement. Our Privacy Statement does not constitute Supplemental Terms.

15. Promotions

Any sweepstakes, contests, raffles, surveys, games or similar promotions (collectively, "Promotions") made available through the Sites may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules, as well as please see our Privacy Statement. If the rules for a Promotion conflict with these Terms, the Promotion rules will govern.

16. Governing Law; Dispute Resolution; Binding Arbitration

Please read this section carefully because it requires you and NavaraAI to arbitrate certain disputes and claims and limits the manner in which we can seek relief from each other. Arbitration precludes you and NavaraAI from suing in court or having a jury trial. You and NavaraAI agree that arbitration will be solely on an individual basis and not as a class arbitration, class action, or any other kind of representative proceeding. NavaraAI and you are each waiving the right to trial by a jury.

If you are a consumer (as defined below), follow the instructions below if you wish to opt out of the requirement of arbitration on an individual basis. No class or representative actions or arbitrations are allowed under this arbitration agreement.

17. Governing Law

Any dispute arising from these Terms and your use of the Sites will be governed by and construed and enforced in accordance with the laws of the State of California, except to the extent preempted by U.S. federal law.

18. Miscellaneous