Updated: March 26, 2024

Welcome to Nav.it! Nav.it Inc., (“Nav.it,” “we,” “us” or “our”) is a financial health app designed to help you think about how you handle your money and to allow you opportunities to reflect on your financial goals and experiences. As part of the Services (defined below), Nav.it may provide Users with access to financial coaching and other related benefits.  

AGREEMENT

PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY; THEY CONSTITUTE A LEGAL CONTRACT BETWEEN YOU, THE USER (AS DEFINED BELOW), AND NAV.IT. These Terms govern your use, and Nav.it’s provision to you of any Nav.it product or service that contains a link to these Terms, including any mobile application offered by Nav.it with a link to these Terms (collectively, the “App”), any web-based applications made available to you with a link to these Terms (“Web-App”), and any content, information, services, features, or resources (including, the coaching services) available or enabled on the Web-App or the App (collectively, the “Services”). Any user of any other part of the Services is referred to herein as a “User.”

SUPPLEMENTAL TERMS AND ENTERPRISE CUSTOMER AGREEMENTS

Your use of the Services may be subject to any additional terms, conditions, and policies that we separately post on the Services and any agreements that you have separately executed with Nav.it, which are incorporated by reference into these Terms (the “Supplemental Terms,” together with the Terms, the Agreement”). If there is any conflict between these Terms and any Supplemental Terms, the Supplemental Terms will control to the extent of the conflict and only with respect to the Services or features subject to the Supplemental Terms. 

Most Services are designed for use by Users who are affiliated with our enterprise customers and use the Services at the invitation of an enterprise customer that has a separate agreement with Nav.it (such institution or entity, a “Customer” and such agreement, an “Enterprise Customer Agreement”). Pursuant to an Enterprise Customer Agreement, Nav.it allows its Customers to designate certain individuals as eligible to access the Services. For this reason, if you are a User who accesses and uses the Services because you were directed or invited to do so by a Customer (e.g., you registered through a website link provided by a Customer) then during the time you are engaged by one of our Customers, you are a “Customer Affiliated User” (see Section 2.4 for converting your Customer Affiliated User Accounts to personal Accounts). The Customer you are affiliated with, who may be your employer, will not have access to, or process, your data, or the contents of your communications and files associated with your Account.

ACCEPTANCE

BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE SERVICES, OR ANY PORTION THEREOF, YOU ACKNOWLEDGE AND AGREE THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT; AND (2) YOU ARE NOT A PERSON OR ENTITY BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION. YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THE AGREEMENT (ON BEHALF OF YOURSELF AND, AS APPLICABLE, THE ENTITY THAT YOU REPRESENT). IF THE INDIVIDUAL ENTERING INTO THE AGREEMENT OR OTHERWISE ACCESSING OR USING THE SERVICES IS DOING SO ON BEHALF OF, OR WITHIN HIS OR HER CAPACITY AS A REPRESENTATIVE, AGENT, OR EMPLOYEE OF AN ENTITY, SUCH INDIVIDUAL AND SUCH ENTITY AGREE THAT THE TERMS “YOU” AND “YOUR,” AS USED HEREIN, APPLY TO SUCH ENTITY AND SUCH INDIVIDUAL. IF YOU ARE A USER UNDER THE AGE OF EIGHTEEN (18) YEARS OLD, YOU AGREE THAT YOU HAVE REVIEWED THESE TERMS WITH YOUR PARENT OR LEGAL GUARDIAN AND HE OR SHE AGREES TO THESE TERMS AND OUR PRIVACY POLICY ON YOUR BEHALF AND TAKES FULL RESPONSIBILITY FOR YOUR COMPLIANCE WITH THESE TERMS.

IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

IMPORTANT INFORMATION ABOUT ARBITRATION, CONSENTS AND UPDATES TO THE AGREEMENT

• PLEASE BE AWARE THAT SECTION 14 CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND NAV.IT HAVE AGAINST EACH OTHER WILL BE RESOLVED, INCLUDING WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THE AGREEMENT. SECTION 14 CONTAINS, AMONG OTHER THINGS, AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND NAV.IT BE RESOLVED BY BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN THIRTY (30) DAYS OF THE EFFECTIVE DATE OF THE AGREEMENT: (1) YOU AND NAV.IT WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND EACH OF US WAIVES OUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) EACH OF US IS WAIVING OUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL. 
• PLEASE BE AWARE THAT SECTION 6 (NAV.IT COMMUNICATIONS) CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, AND TEXT MESSAGE.
• THE AGREEMENT IS SUBJECT TO CHANGE BY NAV.IT IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Nav.it will make a new copy of the Terms available on the Services and, to the extent applicable, in the App, and any new Supplemental Terms will be made available from within, or through, the affected Services. We will also update the “Last Updated” date at the top of the Terms. If we make material changes to the Terms, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an Account (as defined in Section 2.1) or another manner through the Services (which may include posting an announcement on the Site or App). Nav.it may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE, AND AS APPLICABLE, THE APP TO VIEW THE THEN-CURRENT TERMS. 

1. USE OF THE SERVICES
   1. The Services.
      1. Cashflow Operations. By connecting Financial Data Sources (as defined below) to the Services, you can track your spending and savings to better manage your cash flow and savings goals. 
      2. Mindset Reflection. Nav.it is here to promote small daily actions that lead to powerful new habits. Through the Services, Users are prompted to think about their financial health from a holistic perspective and to identify connections between life events and anxiety and stress that may exist around financial health. 
      3. Coaching.  At Nav.it, we believe that lasting change comes from small daily actions. The Services are designed to simplify how you think about money management with daily lessons that are tailored to fit your unique financial journey. You can also connect directly with a coach to discuss your behavioral habits around cash flow management. THE COACHING SERVICES DO NOT CONSTITUTE ADVICE. NAV.IT EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE COACHING SERVICES AND ANY ACTIONS YOU TAKE AS A RESULT OF THE COACHING SERVICES. YOU SHOULD ACCES AND USE THE COACHING SERVICES AT YOUR OWN DISCRETION AND RELY SOLELY ON YOUR OWN EXPERT ADVISORS, NOT THE COACHES.  
   2. Rights to use the Services. The Services, and any parts thereof, are protected by copyright laws throughout the world. Subject to the Agreement, Nav.it grants you the right to access and use the features and functionality of the Services, as well as a limited license to reproduce portions thereof for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Nav.it in a separate license, your right to use any part of the Services is subject to the Agreement. Nav.it, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any part of the Services terminates the licenses granted by Nav.it pursuant to the Agreement.
   3. App License. For any App made available as part of the Services that you download, Nav.it grants you, subject to your compliance with the Agreement, a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a single mobile device or computer that you own or control and to run such copy of the App solely for your own personal use. Furthermore, for any App accessed through or downloaded from the Apple App Store (an “App Store-Sourced Application”), you will use the App Store-Sourced Application: (a) only on an Apple-branded product that runs the iOS (Apple’s proprietary operating system); and (b) only as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any App accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the App on a shared basis within your designated family group.
   4. Updates. You understand that the Services are evolving. You acknowledge and agree that Nav.it may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use or continue using the Services. Any future release, update or other addition to the Services will be subject to the Agreement.
   5. Certain Restrictions. By accessing and using the Services you agree that you will not, and will not permit any third party to: (a) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services or any portion of the Services or any content displayed thereon; (b) use any metatags or other “hidden text” using Nav.it’s name or trademarks; (c) frame or utilize framing techniques to enclose any trademark, logo, or other Nav.it content (including images, text, page layout or form) of Nav.it; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) access or use the Services in order to build a similar or competitive website, product, or service; and (f) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages or components of the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from web pages in the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials). All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof. 
   6. No Support or Maintenance; Necessary Equipment. You acknowledge and agree that Nav.it will have no obligation to provide you with any support or maintenance in connection with the Services. As between us and you, you are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services. 
   7. Ownership. Excluding any User Content that you may provide (defined in Section 4.1 below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by Nav.it or Nav.it’s suppliers. Neither the Agreement (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 1. Nav.it and its suppliers reserve all rights not granted in the Agreement. There are no implied licenses granted under the Agreement.
2. REGISTRATION AND ACCOUNTS
   1. Registration and Account Creation. In order to access and use certain features of the Services, you may need to register or create an account on the Services (“Account”) and provide certain information about yourself as prompted by the account registration form, including (but not limited to) an email address and password. You agree to provide information required for your use of the Services that is, and to update such information so it remains true, accurate, current and complete. Nav.it reserves the rights to establish eligibility criteria to use the Services, and in some cases, at our sole discretion, impose limitations or restrictions on certain Accounts including, but not limited to, deletion of Accounts.
   2. Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Nav.it of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. You agree not to create an Account using a false identity or false information, or on behalf of someone other than yourself. Nav.it cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. 
   3. Converting a Customer Affiliated User Account to an Independent Account.  A User who was originally a Customer Affiliated User may, if permitted by Nav.it, convert his or her Customer Affiliated User Account to a personal Account if the User wishes to continue using the Services after such User is no longer affiliated with a Customer (e.g., because the User is no longer employed by Customer). For more information on how to convert your Customer Affiliated User Account to an independent User Account, please contact hello@nav.it. Once the conversion takes place, you may be required to pay fees in accordance with Section 3.
3. Payment.
   1. No Charge. Access to and use of the Services currently is provided free of charge to Customer Affiliated Users. Nav.it reserves the right to change its fee structure for Customer Affiliated Users’ access to and use of any of the Services in the future. Prior to implementing any new fee structure that would result in requiring any Users to pay a fee for access to the Services, Nav.it will provide notice of the change and its impact on Users. If you are an independent User and we charge a fee for your use of the Services, you must comply with the terms of Section 3.2. 
   2. Fees. If you are an independent User or we otherwise charge a fee to access the Services, you agree to pay all fees or charges (“Fees”) to your Account in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable.  By providing Nav.it and/or our current third-party payment processor (“Payment Processor”) with your payment method (e.g., valid credit card), you agree that Nav.it and/or our Payment Processor is authorized to immediately invoice your Account for all Fees due and payable to Nav.it hereunder and that no additional notice or consent is required.  You shall immediately notify Nav.it of any change in your payment information to maintain its completeness and accuracy.  You agree that Nav.it may share any information and payment instructions you provide with its applicable Payment Processor to the minimum extent required to complete your transaction. Nav.it reserves the right at any time to change its prices and billing methods in its sole discretion.  You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us.  Your failure to provide accurate payment information to Nav.it and/or our Payment Processor or our inability to collect payment constitutes your material breach of this Agreement.  The subtotal of Fees presented to you on the Services prior to purchasing access to any Services may not include Sales Tax (defined below) that may be due in connection with your purchase.  If Nav.it determines it has a legal obligation to collect Sales Tax from you in connection with this Agreement, Nav.it shall collect such Sales Tax in addition to the subtotal Fees, and the subtotal Fees, Sales Tax and any other fees incurred (e.g., gratuity, delivery fees) shall comprise the total Fees for any purchase.   For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
4. USER CONTENT
   1. User Content. “User Content” means any and all information and content that a User submits to, or uses with, the Services (e.g., information you include in your profile, content you upload into or create through use of a feature on Services, the content of any messages you create using in-App messaging features within the Services) and all of Your Financial Data (as defined below). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate Section 5. You further represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display your User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in your User Content. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Nav.it. Because you are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates Section 5. Nav.it is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
   2. License. You hereby grant (and you represent and warrant that you have the right to grant) to Nav.it an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, access, store, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of performing the Services, including by making the User Content you upload into the messaging feature of the Services available to other Users or third party institutions with whom you elect to share such content. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You expressly acknowledge that Nav.it may create De-identified or Anonymized Data, and use such De-identified or Anonymized Data for any lawful business purpose, including as described in our Privacy Policy. As used herein, “De-identified or Anonymized Data” means aggregated, anonymized, or de-identified data or information of similar form derived from User Content (including, Your Financial Data) that is created by or on behalf of Nav.it by excluding information that makes the data contained therein personally identifiable to you. 
   3. Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate Section 5 or any other provision of the Agreement or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 12, and/or reporting you to law enforcement authorities. 
   4. Your Data. Nav.it is subject to certain laws and regulations, some of which are described herein. Please visit our Privacy Policy for more information on how we collect, use, and safeguard Personal Information (as defined therein). 
   5. Third-Party Financial Data Sources. Through the Services you can aggregate your financial account information, such as your account balances, transactions and holdings from financial institutions you designate. We use third parties to aggregate information from your bank accounts and other financial sources held by third-party financial institutions (such information “Your Financial Data”, such banks and financial sources, “Financial Data Sources”) to help you navigate your saving and spending habits and monitor your progress, including for retirement. We rely on certain third-party providers, currently Plaid Inc. and Finicity Corporation (“Third-Party Connectors”), to facilitate our access to Your Financial Data.  By using our Services, you accept such Third-Party Connectors’ terms of use and privacy policies and expressly grant such Third-Party Connectors the right, power, and authority to access and transmit Your Financial Data from Financial Data Sources, and to store Your Financial Data, as reasonably necessary to provide the Services to you. You authorize us to access data from the applicable Third-Party Connectors such as personal identity information and possibly other data such as transactional data. If the Third-Party Connector is Plaid, by signing up to receive access to the Services you accept the Plaid End User Services Agreement and Plaid Privacy Policy. If the Third-Party Connector is Finicity, by signing up to the Services you accept the Finicity Corporation End User License Agreement and Finicity Privacy Notice. 

Your financial account information, along with optional personal and financial information that you may provide, are used to generate financial insights and to otherwise provide the Services to you. We make no effort to review the accuracy, completeness, or legality of Your Financial Data. You acknowledge and agree that any results or guidance you receive in connection with the Services is entirely dependent on the inputs from such Third-Party Sources and we do not control that information. Nav.it is not responsible for and cannot guarantee the accuracy or timeliness of account information we retrieve on your behalf directly from Financial Data Sources via the Third-Party Connectors.  

6. Feedback. If you provide Nav.it with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Nav.it all rights in such Feedback and agree that Nav.it shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Nav.it will treat any Feedback you provide to Nav.it as non-confidential and non-proprietary. You agree that you will not submit to Nav.it any information or ideas that you consider to be confidential or proprietary.

5. ACCEPTABLE USE POLICY. You agree not to: (a) use the Services to upload, transmit, display, or distribute any User Content that (i) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party, or is otherwise objectionable; (b) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (c) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (d) abuse other users’ personal information that you receive through the Services, such as to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (e) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (f) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (g) interfere with any other user’s use and enjoyment of the Services; (h) impersonate any person or entity, including any employee or representative of Nav.it; or (i) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
6. NAV.IT COMMUNICATIONS.
   1. Generally. You may have the opportunity to provide us with your phone number or e-mail address. By providing your phone number or email address to us, you consent to receive SMS/text messages, calls, and email communications from Nav.it. Communications from us may include communications about your use of the Services.
   2. SMS Communications. If you provide your phone number through the Service, Nav.it may send you notifications by SMS, such as to enable two-factor authentication. We do not charge for sending such messages, but you are responsible for all charges and fees associated with mobile messaging imposed by your wireless carrier and you acknowledge that your carrier may charge you or deduct usage credit from your account when you text us or we send messages to you. Message and data rates may apply. By providing your telephone number to us, you authorize us to send SMS mobile messages to the number you specify, and you represent that you are authorized to receive mobile messages at such number. You agree that these messages may be transmitted using an automatic telephone dialing system (“ATDS”), other automated systems for the selection or dialing of telephone numbers, or different technology. While you consent to receive messages sent using an ATDS, the foregoing shall not be interpreted to suggest or imply that any or all of our messages are sent using such a system or any other system for the selection or dialing of telephone numbers. Message frequency varies. You may opt out of SMS communications from Nav.it by texting STOP to the telephone number that contacted you, or by contacting us at hello@nav.it. You may receive an additional mobile message confirming your decision to opt out. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that alter, change, or modify the STOP keyword command and you agree that that we and our service providers will have no liability for failing to honor such requests.  For support or assistance, text the HELP keyword in response to any message you receive from us, or email us at hello@nav.it. Please note that the use of this email address is not an acceptable method of opting out of receiving messages from us. We may change any short code or telephone number we use at any time with notice to you. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we are not responsible for honoring requests made in such messages. Our use of SMS messaging may not be available in all areas or supported by all carriers or all devices. Check with your carrier for details. Delivery of mobile messages is subject to effective transmission from your wireless carrier/network operator and is outside of our control. We and the wireless carriers supported by our messaging service are not liable for any failed, delayed or undelivered messages. 
   3. Promotional Email Communications. If you opt-in to receive marketing or promotional email communications from us, you will have the ability to opt out of receiving such communications by following the unsubscribe instructions in the communication itself. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL EMAILS AS A CONDITION OF USING THE SERVICES. CONSENT TO THESE PROMOTIONAL MESSAGES IS NOT REQUIRED TO ACCESS THE SITE OR SERVICES. 
   4. Electronic Communications. The communications between you and Nav.it use electronic means, whether you use the Services or send us emails, or whether Nav.it posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Nav.it in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Nav.it provides to you electronically satisfy any legal requirement that such communications would satisfy if they were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
7. INDEMNIFICATION. You agree to indemnify and hold Nav.it (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your User Content, (c) your violation of the Agreement, or (d) your violation of applicable laws or regulations. Nav.it reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Nav.it. Nav.it will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
8. THIRD-PARTY LINKS AND APPLICATIONS; OTHER USERS
   1. Third-Party Links and Applications. The Services may contain links to third-party websites and services, and applications for third parties (collectively, “Third-Party Links and Applications”). Such Third-Party Links and Applications are not under the control of Nav.it, and Nav.it is not responsible for any Third-Party Links and Applications. Nav.it provides access to these Third-Party Links and Applications only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links and Applications. You use all Third-Party Links and Applications at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links and Applications, the applicable third-party’s terms and policies apply, including the third-party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links and Applications. 
   2. Other Users. Each User of the Services is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other users are solely between you and such users. You agree that Nav.it will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any user of the Services, we are under no obligation to become involved. Provided, however, we reserve the right to intercede in such disputes at our sole discretion. 
9. Release. You hereby release and forever discharge Nav.it (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including interactions with any other users of the Services or any Third-Party Links and Applications). If you are a California resident, you hereby waive California Civil Code 1542 in connection with the foregoing, which states, “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.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by Nav.it or for fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services.
10. DISCLAIMERS

THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND NO GUARANTEES REGARDING OUTCOMES OR PERFORMANCE. WE HAVE NO LIABILITY FOR RESULTS IN CONNECTION WITH THE SERVICES OR THE ACTIONS OR OMISSIONS OF ANY USER. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT WHETHER PROVIDED BY NAV.IT OR ANOTHER USER OF THE SERVICES. NAV.IT AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE AND OUR SUPPLIERS MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO ANY PART OF THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

NAV.IT, ITS AFFILIATES, AND THE SERVICE DO NOT PROVIDE LEGAL, TAX, OR FINANCIAL ADVICE. WE ARE NOT A FINANCIAL PLANNER, BROKER, FIDUCIARY, OR TAX ADVISOR. OUR SERVICES AND ALL COMMUNICATIONS WITH OUR TEAM ARE INTENDED ONLY TO ASSIST IN EDUCATING USERS ON PERSONAL FINANCE TOPICS AND YOUR HABITS, GOALS, AND PROGRESS TOWARD YOUR FINANCIAL GOALS. YOUR SITUATION IS UNIQUE AND FACT-DEPENDENT. THE INFORMATION AND ADVICE OBTAINED THROUGH THE SERVICES MAY NOT BE APPROPRIATE FOR YOUR PARTICULAR SITUATION. BEFORE YOU MAKE ANY FINAL DECISIONS OR IMPLEMENT ANY FINANCIAL STRATEGY, YOU SHOULD CONSIDER OBTAINING ADDITIONAL INFORMATION AND ADVICE FROM YOUR PROFESSIONAL ADVISERS AND/OR LEGAL COUNSEL WHO ARE FULLY AWARE OF YOUR CIRCUMSTANCES AND NEEDS, AND YOU SHOULD CONSIDER WHETHER THE INFORMATION PRESENTED TO YOU VIA THE SERVICES IS SUITABLE FOR YOUR PARTICULAR CIRCUMSTANCES. IF YOU SEEK ADVICE FROM ONE OF OUR TEAM MEMBERS OR ADVISORS, YOU SHOULD VERIFY THE ACCURACY OF ANY INFORMATION YOU OBTAIN BEFORE USING SUCH INFORMATION. YOU AGREE TO BE SOLELY RESPONSIBLE FOR YOUR USE OF SERVICES AND ANY INFORMATION AVAILABLE THROUGH SERVICES. NEITHER NAV.IT NOR ITS SUPPORT TEAM SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE SERVICES. YOU ALSO UNDERSTAND AND AGREE THAT WE ARE NOT (1) AN “INVESTMENT ADVISER” AS SUCH TERM IS DEFINED IN THE FEDERAL INVESTMENT ADVISERS ACT OF 1940, (2) A “BROKER”, OR (3) A “DEALER”, AS SUCH TERMS ARE DEFINED UNDER THE FEDERAL SECURITIES EXCHANGE ACT OF 1934; OR (4) ANY FORM OF FINANCIAL PLANNING ADVISORY SERVICE, CONSUMER REPORTING AGENCY, CREDIT REPAIR ORGANIZATION, CREDIT COUNSELOR, LOAN BROKER, INVESTMENT ADVISOR OR LEGAL ADVISOR AS DEFINED UNDER FEDERAL OR STATE LAW.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

11. LIMITATION ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NAV.IT OR OUR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THE AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR ANY PART THEREOF, EVEN IF NAV.IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY ($50) DOLLARS AND (B) THE AMOUNT OF FEES PAID OR PAYABLE BY YOU TO NAV.IT DURING THE TWELVE (12) MONTHS PRECEDING THE ACT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NAV.IT AND YOU.

12. TERM AND TERMINATION. Subject to this section, the Agreement will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of the Agreement. Upon termination of your rights under the Agreement, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of the User Content associated with your Account from our live databases. Nav.it will not have any liability whatsoever to you for any termination of your rights under the Agreement, including for termination of your Account or deletion of your User Content. In addition, if you are a Customer Affiliated User and have accessed the Services as a result of your relationship with a Customer, then the provision of certain Services may automatically terminate when the Enterprise Customer Agreement Nav.it maintains with the Customer you are affiliated with expires or is terminated if we do not offer you the option to convert to an individual Account, or if you do not comply with all of the terms required to maintain an independent Account. Even after your rights under the Agreement are terminated, the following provisions of the Agreement will remain in effect: Sections 1.4, 1.5, 1.6, 2.3, and 3 – 15. 
13. COPYRIGHT POLICY. Nav.it respects the intellectual property of others and asks that Users do the same. In connection with our delivery of the Services, we have adopted and implemented a copyright policy that provides for the removal of any infringing materials posted to the Services and for the termination, in appropriate circumstances, of the accounts of Users who are repeat infringers of intellectual property rights, including copyrights. If you believe that a User is unlawfully infringing the copyright(s) in a work through its use of the Services, and wish to have the allegedly infringing material removed, provide the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) to our designated Copyright Agent:
    1. your physical or electronic signature;
    2. identification of the copyrighted work(s) that you claim to have been infringed;
    3. identification of the material on the Services that you claim is infringing and that you request us to remove;
    4. sufficient information to permit us to locate such material;
    5. your address, telephone number, and e-mail address;
    6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
    7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

Nav.it’s designated Copyright Agent: 

Designated Agent: Kaitlyn Ranze

Address of Agent: 7511 Greenwood Ave N #311 Seattle, WA 98103 Attn: Nav.it Operations.

Telephone:(804) 876-2848

Fax: 

Email: copyright@nav.it

14. ARBITRATION CLAUSE AND CLASS ACTION WAIVER. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires that you and Nav.it arbitrate disputes against one another.

Dispute Resolution: PLEASE BE AWARE THAT THIS SECTION 14 CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND NAV.IT HAVE AGAINST EACH OTHER WILL BE RESOLVED. AMONG OTHER THINGS, THIS SECTION 14 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND NAV.IT BE RESOLVED BY BINDING AND FINAL ARBITRATION. THIS SECTION 14 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THIS SECTION 14 CAREFULLY.

1. Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Nav.it agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services, or the Terms, including claims and disputes that arose between us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (a) you and Nav.it may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (b) you or Nav.it may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of these Terms. 
2. Informal Dispute Resolution. There may be instances when a Dispute arises between you and Nav.it. If that occurs, Nav.it is committed to working with you to reach a reasonable resolution. You and Nav.it agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Nav.it therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you also agree to participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which Informal Dispute Resolution Conference must occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties in writing. Notice to Nav.it that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to legal@nav.it or regular mail to our offices located at Nav.it Inc., 7511 Greenwood Ave N #311 Seattle, WA 98103 Attn: Nav.it Operations. The Notice must include: (a) your name, telephone number, mailing address, email address associated with your account (if you have one); (b) the name, telephone number, mailing address and email address of your counsel, if any; and (c) a description of your Dispute.

The Informal Dispute Resolution Conference will be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement will prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines will be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

3. Waiver of Jury Trial. YOU AND NAV.IT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Nav.it are instead electing that all Disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. 
4. Waiver of Class and Other Non-Individualized Relief. YOU AND NAV.IT AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 14.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor will it, affect the terms and conditions under the subsection 14.9 (Batch Arbitration) entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Nav.it agree that that particular claim or request for relief (and only that particular claim or request for relief) will be severed from the arbitration and may be litigated in the state or federal courts located in Seattle, Washington. All other Disputes will be arbitrated or litigated in small claims court. This subsection does not prevent you or Nav.it from participating in a class-wide settlement of claims.
5. Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of Notice, you and Nav.it agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, will be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes will be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS rules. 

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, email address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. 

If the party requesting arbitration is represented by counsel, the Request will also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. 

Unless you and otherwise agree, or the Batch Arbitration process discussed in subsection 14.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the applicable JAMS rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. 

You and Nav.it agree that all materials and documents exchanged during the arbitration proceedings will be kept confidential and will not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. 

6. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Washington and will be selected by the parties from the JAMS roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then JAMS will appoint the arbitrator in accordance with the applicable JAMS rules, provided that if the Batch Arbitration process under subsection 14.9 (Batch Arbitration) is triggered, JAMS will appoint the arbitrator for each batch.
7. Authority of Arbitrator. The arbitrator will have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (a) all Disputes arising out of or relating to the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, will be decided by a court of competent jurisdiction and not by an arbitrator; (b) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees will be decided only by a court of competent jurisdiction and not by an arbitrator; (c) all Disputes about whether either party has satisfied any condition precedent to arbitration will be decided only by a court of competent jurisdiction and not by an arbitrator; and (d) all Disputes about which version of the Arbitration Agreement applies will be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator will have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
8. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Nav.it need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs. 
9. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Nav.it agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Nav.it by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), JAMS will (a) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (b) appoint one arbitrator for each batch; and (c) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS will appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees will be paid by Nav.it.

You and Nav.it agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision will in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

10. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Nav.it, Inc., 7511 Greenwood Ave N #311 Seattle, WA 98103 Attn: Nav.it Operations, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Nav.it account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms of Service will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
11. Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect. You further agree that any Dispute that you have with Nav.it as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
12. Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Nav.it makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to Nav.it at: 7511 Greenwood Ave N #311 Seattle, WA 98103  98121 Attn: Nav.it Operations, your continued use of the Services, including the acceptance of products and services offered on or through the Services, following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or the Agreement, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Nav.it will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.

15. GENERAL
    1. App Stores. You acknowledge and agree that the availability of the App and the Services that rely on the App is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Agreement is between you and Nav.it and not with the App Store. Nav.it, not the App Store, is solely responsible for the Services, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). To use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using the App and related Services. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it. You acknowledge that neither Apple nor Google (each, an “App Provider”) has any obligation whatsoever to furnish any maintenance and support services with respect to the App Store -Sourced Application. In the event of any failure of the App Store-Sourced Application to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App Store-Sourced Application to you and to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App Store-Sourced Application. As between Nav.it and the App Provider, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Nav.it. You and Nav.it acknowledge that, as between Nav.it and the App Provider, the App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App Store-Sourced Application or your possession and use of the App Store-Sourced Application, including, but not limited to: (a) product liability claims; (b) any claim that the App Store-Sourced Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. You and Nav.it acknowledge that in the event of any third-party claim that the App Store-Sourced Application or your possession and use of the App Store-Sourced Application infringes that third party’s intellectual property rights, as between Nav.it and the App Provider, Nav.it, not the App Provider, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement. Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store-Sourced Application.
    2. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Nav.it’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Nav.it may freely assign this agreement including its rights and obligations hereunder. 
    3. Force Majeure. Nav.it shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. 
    4. Governing Law. THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE WASHINGTON, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT. To the extent the parties are permitted under the Agreement to initiate litigation in court, both you and Nav.it agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in in Seattle, Washington.
    5. Notice. Where Nav.it requires that you provide an email address, you are responsible for providing Nav.it with your most current email address. In the event that the last email address you provided to Nav.it is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Nav.it’ dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Nav.it at the following address: 7511 Greenwood Ave N #311 Seattle, WA 98103 Attn: Nav.it Operations. Such notice will be deemed given when received by Nav.it by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
    6. Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    7. Severability. If any portion of the Agreement is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.
    8. International Users. The Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Nav.it intends to announce such services or content in your country. The Services are controlled and offered by Nav.it from its facilities in the United States of America. Nav.it makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
    9. Export Control. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Nav.it, or any products utilizing such data, in violation of the United States export laws or regulations.
    10. Copyright/Trademark Information. Copyright © 2024, Nav.it, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You may not use any Mark without our prior written consent or the consent of the third party that owns the Mark. All goodwill generated from use of any Marks owned by Nav.it will inure to Nav.it’s benefit.
    11. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at the contact information below. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation. In addition, in accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
    12. Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
    13. Contact Information: 
        Nav.it, Inc.
        7511 Greenwood Ave N #311 Seattle, WA 98103
        hello@nav.it 

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