[Last updated: Oct. 7, 2026]

These terms of use (“Terms”) govern your access to and use of Navigage AI, Inc. (“Navigage”, “Company”, “we”, or “us”), including the Navigage website, any web applications, and related technological interfaces through which the Services are made available (collectively, the “Platform”), and all Services provided or facilitated by Navigage to users through the Platform (collectively, the “Services”). Navigage is an AI-based web application designed to help users review and manage topics related to their health status, medical expenses, and their Medicare plan. As used in these terms, “party” means Navigage on the one hand and you on the other. Both sides are collectively referred to as the “parties”. Section headings are for convenience only and do not affect interpretation.

To the maximum permitted under applicable law, in a case of any inconsistency between any translated versions of these Terms, the English version shall prevail.

By accessing or using the Services (or enabling an authorized user to access or use the Services), you (and your authorized users) agree to be bound by these terms, and any other applicable agreement between us, including our privacy policy (“Privacy Policy”). If you do not agree, you may not access or use the Services. You represent and warrant that you are at least 18 years old and have the right, authority, and capacity to enter into these terms.

We may update these terms at any time by posting the revised version with an updated “last updated” date. If we make any material changes, we will provide reasonable prior notice through the Platform, by email, or by other reasonable means. Such changes will apply prospectively, and your continued use of the Services after any changes constitutes acceptance of the revised terms.

PLEASE NOTE THAT SECTION 10 CONTAINS A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION AND JURY TRIAL WAIVER, WHICH AFFECT YOUR RIGHTS REGARDING THE RESOLUTION OF DISPUTES.

PLEASE ALSO NOTE THAT, UNLESS EXPRESSLY STATED OTHERWISE WITH RESPECT TO A PARTICULAR SERVICE, NAVIGAGE IS A TECHNOLOGY AND INFORMATION PLATFORM AND IS NOT AN INSURER, HEALTHCARE PROVIDER, INSURANCE PRODUCER, BROKER, OR AGENT. NAVIGAGE DOES NOT SELL, SOLICIT, NEGOTIATE, OR ENROLL USERS IN INSURANCE PLANS AND DOES NOT PROVIDE MEDICAL, INSURANCE, FINANCIAL, OR OTHER PROFESSIONAL ADVICE. THE SERVICES USE ARTIFICIAL INTELLIGENCE TO PROCESS INFORMATION YOU PROVIDE, INCLUDING MEDICAL AND INSURANCE INFORMATION, AND MAY GENERATE SUMMARIES, RISK OR URGENCY INDICATIONS, ACTION LISTS, TOPICS FOR DISCUSSION WITH YOUR DOCTOR, AND GENERAL INFORMATION ABOUT COVERAGE AND RIGHTS. OUTPUTS GENERATED BY THE SERVICES MAY BE INCORRECT, INCOMPLETE, MISLEADING, OR OUT OF DATE, EVEN WHEN THEY APPEAR ACCURATE, AND SHOULD NOT BE RELIED UPON WITHOUT INDEPENDENT VERIFICATION FROM A QUALIFIED PROFESSIONAL OR AN OFFICIAL SOURCE WITH RELEVANT AUTHORITY.

THE SERVICES ARE NOT INTENDED FOR DIAGNOSIS, TREATMENT, PRESCRIBING, CLINICAL TRIAGE, OR DETERMINING WHETHER OR HOW URGENTLY YOU SHOULD SEEK CARE, AND DO NOT REPLACE A MEDICAL EXAMINATION OR THE ADVICE OF A QUALIFIED HEALTHCARE PROFESSIONAL. ANY CLASSIFICATION AS “RISK” OR “URGENCY” AND ANY ACTION LIST GENERATED BY THE SERVICES IS AN AUTOMATED INFORMATIONAL OUTPUT BASED ON THE INFORMATION AVAILABLE TO THE SERVICES AND MAY BE INCORRECT. NAVIGAGE DOES NOT MONITOR YOU OR YOUR HEALTH CONTINUOUSLY, GUARANTEE THAT IT WILL IDENTIFY A DANGEROUS CONDITION, OR NOTIFY ANY PHYSICIAN, CAREGIVER, FAMILY MEMBER, OR EMERGENCY SERVICE. DO NOT USE THE SERVICES IN A MEDICAL EMERGENCY OR DELAY SEEKING TREATMENT. IF YOU BELIEVE YOU MAY BE EXPERIENCING A MEDICAL EMERGENCY, CALL 911 OR YOUR LOCAL EMERGENCY SERVICES IMMEDIATELY. THE SERVICES DO NOT MAKE COVERAGE DETERMINATIONS AND DO NOT GUARANTEE THAT ANY PARTICULAR TREATMENT, SERVICE, OR PRODUCT IS COVERED. YOUR OFFICIAL PLAN DOCUMENTS, YOUR INSURER’S DECISIONS, AND OFFICIAL MEDICARE INFORMATION CONTROL OVER ANY INFORMATION PROVIDED THROUGH THE SERVICES.

THE SERVICES DO NOT AUTOMATICALLY CHANGE YOUR PLAN OR PROCESS ENROLLMENT. THE SERVICES MAY IDENTIFY TOPICS OR POTENTIAL OPPORTUNITIES THAT YOU MAY WISH TO REVIEW, BUT ANY SUCH INDICATION IS PRELIMINARY, FOR GENERAL INFORMATION ONLY, AND IS NOT A RECOMMENDATION TO PURCHASE, REPLACE, OR ENROLL IN ANY PARTICULAR INSURANCE PLAN. ANY SPECIFIC PLAN ADVICE, COMPARISON, SALE, OR ENROLLMENT WILL, WHERE RELEVANT, BE HANDLED BY A LICENSED AGENT. THE SERVICES MAY SUGGEST THAT A LICENSED AGENT CONTACT YOU BUT WILL ONLY CONNECT YOU WITH SUCH AN AGENT AFTER YOU PROVIDE A SEPARATE, EXPRESS CONSENT. ANY AGENT OR FIELD MARKETING ORGANIZATION (“FMO”) YOU ARE CONNECTED WITH IS AN INDEPENDENT THIRD PARTY, AND ITS SERVICES AND ADVICE ARE SUBJECT TO ITS OWN TERMS AND POLICIES. NAVIGAGE IS NOT AFFILIATED WITH, AND ITS SERVICES ARE NOT ENDORSED BY, MEDICARE, THE CENTERS FOR MEDICARE & MEDICAID SERVICES (“CMS”), OR THE U.S. GOVERNMENT.

1. ACCOUNTS

1.1. Account Creation. In order to use the Services, you must register for an online Account through which you will access and manage your use of the Services (“Account”) and provide certain information about yourself as prompted by the Account registration form. This may include your name, email address, age, and information about your Medicare plan, as well as other information requested during the registration process. If you choose not to provide certain information, you may not be able to use all of the Services.

1.2. Account Access and Authorized User. You may not share your Account credentials or permit another person to access your Account, except through functionality expressly made available by Navigage for a caregiver or other Authorized User. If you use the Services on behalf of another individual, you represent and warrant that you have the legal authority and all required consents to do so. You are responsible for the activities of any person whom you authorize to use the Services on your behalf.

1.3. Customer Representations. You represent and warrant that: (a) all required registration information you submit and any following information you provide is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) you have all necessary rights, authority, and permissions to provide any information submitted by you through the Services. If you provide us with information relating to another individual, you represent that you are authorized to provide such information and that such individual has been informed, to the extent required under applicable law, that their information may be collected and processed by us.

1.4. Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and for all activities conducted through your Account by you or an Authorized User. You agree to immediately notify Navigage of any unauthorized or suspected unauthorized use of your Account or any other breach of security. Navigage is not liable for any loss or damage arising from your failure to comply with these requirements.

2. LICENSE AND RESTRICTIONS

2.1. License to Customer. The Platform and Navigage Content (defined below) are owned by Navigage or its licensors and are protected by applicable intellectual property laws. Navigage grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license and right to use the Platform solely for your own personal purposes and not for any commercial purposes, during the Term and subject to these Terms.

2.2. App Stores. If you download or access an App through an app store or similar distribution platform, your use of the App is also subject to the applicable terms and policies of that platform.

2.3. Third-Party Sign-In Services. If you access the Platform using a third-party authentication or sign-in service, your use of that service is subject to the third party’s terms and privacy policy. Navigage does not control and is not responsible for the availability, security, or operation of any third-party authentication or sign-in service.

2.4. Restrictions. You are responsible for all use of your Account and for ensuring that you have all necessary rights, consents, and permissions for Navigage to access and use any information, accounts, or materials made available by you in connection with the Services. You may not, and may not permit any third party to: (a) use the Platform or Services for any unlawful, fraudulent, harmful, or unauthorized purpose, or in any manner that infringes the rights of any person; (b) submit any unlawful, misleading, harmful, infringing, or otherwise objectionable content, information, or instructions; (c) license, sell, rent, transfer, distribute, commercially exploit, or make the Platform or Services available to any third party, except as expressly permitted through the Services; (d) copy, modify, create derivative works of, reverse engineer, disassemble, or otherwise attempt to derive the source code or underlying technology of the Platform; (e) access or use the Platform or Services to develop a competing product or service; (f) introduce malicious code, interfere with the operation or security of the Platform or Services, or attempt to gain unauthorized access to any account, system, or data; or (g) remove or alter any proprietary notices. Navigage may suspend access to the Platform or Services to the extent reasonably necessary to prevent or mitigate any actual or suspected violation of this Section or any resulting harm.

2.5. Modification. Navigage reserves the right, at any time, to modify, suspend, or discontinue the Platform or Services (in whole or in part), provided that reasonable prior notice will be given regarding any material suspension or discontinuation, except where immediate action is reasonably required for legal, security, or operational reasons.

2.6. Monitoring and Company Rights. Navigage reserves the right, but not the obligation, to: (1) monitor the Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (4) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

3. CUSTOMER CONTENT AND INTELLECTUAL PROPERTY

3.1. Customer Content. In these Terms, “Customer Content” means any information, content, documents, instructions, or other materials submitted, provided, or made available by you or your Authorized Users through the Platform or in connection with the Services. You are solely responsible for your Customer Content and represent and warrant that you have all rights, authority, consents, and permissions necessary to provide it to Navigage and permit its use in accordance with these Terms. You retain all right, title, and interest in and to your Customer Content.

3.2. You grant Navigage a limited, non-exclusive, worldwide, royalty-free right to access, use, store, copy, process, and disclose Customer Content to its personnel, service providers, and relevant third parties as reasonably necessary to provide, operate, maintain, secure, and improve the Services, fulfill your requests and instructions, and exercise its rights and obligations under these Terms, in each case subject to the Privacy Policy and applicable law. Navigage may remove or restrict access to Customer Content where reasonably necessary to comply with applicable law, protect the Platform or Services, or address a violation of these Terms.

3.3. Navigage Ownership. Navigage and its licensors retain all right, title, and interest in and to the Platform, the Services, and all software, technology, interfaces, designs, trademarks, content, materials, and other intellectual property owned or developed by Navigage in connection with them (“Navigage Content”). Except for the limited rights expressly granted under these Terms, no rights in the Platform, Services, or Navigage Content are transferred to you.

3.4. Feedback. If you provide Navigage with any feedback, ideas, or suggestions regarding the Platform or Services (“Feedback”), Navigage may use and exploit such Feedback without restriction or obligation to you. Feedback will not be treated as confidential.

3.5. Statistical, Aggregated, and De-identified Data. Navigage may collect, generate, retain, use, disclose, license, commercialize, and otherwise exploit aggregated, anonymized, or de-identified data derived from the operation and use of the Platform and Services for any lawful purpose, including analytics, research, security, product development, and improvement of the Platform and Services, provided that such data cannot reasonably be used to identify you or any other individual. Navigage will not attempt to re-identify such data, except as permitted by applicable law for the limited purpose of testing the effectiveness of the applicable de-identification process.

4. FEES

4.1. No-cost Services. As of the date of these Terms, the Services are offered to you free of charge (“No-cost Services”). Navigage does not require payment information to create an Account or use the No-cost Services. Navigage may set and update reasonable usage limits for the No-cost Services, including limits on requests, uploads, or access to particular features, and may temporarily limit or suspend the affected functionality when those limits are reached or usage materially burdens the Services. Applicable limits will be displayed through the Platform, with reasonable prior notice of material reductions where practicable. Navigage reserves the right to introduce optional paid features, products, services, or subscription plans in the future (collectively, “Premium Services”). The applicable fees, billing and renewal terms, cancellation rights, and any additional conditions will be presented to you before purchase, and you will not be charged unless you affirmatively agree to the applicable purchase and payment terms.

4.2. Fees for Premium Services. If Navigage makes Premium Services available and you elect to purchase or subscribe to them, you agree to provide Navigage or its designated payment processor with current, complete, and accurate purchase and payment information. You agree to promptly update such information, including your email address, payment method, and payment card expiration date, so that applicable transactions may be completed and Navigage may contact you regarding your purchase or subscription. Navigage may offer different categories, features, and subscription levels of Premium Services. The applicable price and payment terms will be disclosed before purchase. Navigage may change the price of Premium Services from time to time, provided that any change to the price of an existing subscription will take effect no earlier than the next renewal period and following any prior notice required by applicable law. Unless otherwise specified at the time of purchase, payments will be made in US dollars. You are responsible for applicable taxes, and Navigage or its payment processor may collect taxes where required by law. EXCEPT AS EXPRESSLY STATED IN THE APPLICABLE PURCHASE TERMS OR REQUIRED BY APPLICABLE LAW, FEES ARE NON-REFUNDABLE.

4.3. Third-Party Payment Processors. Payments may be processed by a third-party payment processor and may be subject to that processor’s terms and privacy policy. Navigage is not responsible for the acts or omissions of a third-party payment processor, except to the extent required by applicable law.

4.4. Automatic Renewal. Certain Premium Services may be offered on an automatically renewing subscription basis. Where applicable, the subscription term, recurring charge, billing frequency, renewal terms, cancellation method, and other information required by applicable law will be clearly disclosed to you before purchase. An automatically renewing subscription will begin only after you affirmatively accept the applicable subscription and renewal terms. Unless otherwise specified at the time of purchase, after the initial subscription period and each subsequent subscription period, your subscription will automatically renew for an additional period of the same duration at the then-current price for that subscription, unless you cancel the renewal before the applicable renewal date (each, a “Renewal Date”). By purchasing an automatically renewing subscription, you authorize Navigage or its designated payment processor to charge your selected payment method at the beginning of the initial subscription period and each subsequent renewal period. You may cancel future renewals at any time through the cancellation functionality made available through the Platform, by contacting Navigage at support@navigage.ai, or through any other cancellation method disclosed at the time of purchase. Navigage will provide any renewal notices or reminders required by applicable law. If you cancel, you may continue to use the applicable Premium Services until the end of the then-current paid subscription period, after which the subscription will not renew. Except as required by applicable law or expressly stated in the applicable purchase terms, cancellation will not entitle you to a prorated refund for the then-current subscription period.

4.5. Failed Payments and Suspension. If Navigage or its payment processor is unable to process a payment when due, Navigage may retry the applicable payment method and may suspend or terminate access to the relevant Premium Services until payment is received. You remain responsible for amounts properly incurred before cancellation or termination.

4.6. Pricing Errors and Reservation of Rights. Navigage reserves the right to correct pricing, product-description, or billing errors, including after an order has been submitted or payment has been requested or received. Navigage may reject, cancel, or modify an order affected by such an error, subject to applicable law. If Navigage cancels an order after receiving payment, it will refund the amount paid for the cancelled portion of the order. Navigage will not retroactively increase the price of a completed purchase, except with your express agreement or as otherwise permitted by applicable law.

5. CONFIDENTIALITY, PRIVACY, SECURITY, AND COMMUNICATIONS

5.1. Confidentiality. Given the personal nature of the Services, Navigage will treat Customer Content and other non-public information concerning you, your family and personal or health data that it receives in connection with the Services (collectively, “Confidential Information”) with appropriate discretion and care. Navigage will use Confidential Information only as reasonably necessary to provide the Services, comply with your instructions, exercise its rights and perform its obligations under these Terms, protect the rights, property, or safety of Navigage or others, or comply with applicable law. The obligations in this Section will not apply to information that is or becomes publicly available through no breach by Navigage, is lawfully received from a third party without a duty of confidentiality or is independently developed without use of Confidential Information. If Navigage is legally required to disclose Confidential Information, it will, to the extent legally permitted and reasonably practicable, provide prior notice and disclose only the information legally required.

5.2. Limited Disclosure. Navigage may disclose Confidential Information to its personnel, service providers, and third parties involved in fulfilling your requests, in each case only to the extent reasonably necessary for such purposes and subject, where appropriate, to confidentiality or other applicable contractual obligations.

5.3. Return or Destruction. Upon termination of the Services, Navigage may retain or delete Confidential Information in accordance with its Privacy Policy, applicable law, and its ordinary retention and backup practices. Any Confidential Information retained by Navigage will remain subject to this Section for so long as it is retained.

5.4. Privacy. Navigage’s collection, use, disclosure, retention, and other processing of personal information is governed by its Privacy Policy, which is incorporated into these Terms by reference. Navigage may process personal information and Customer Content as reasonably necessary to provide and improve the Services, fulfill your requests, operate and secure the Platform, communicate with you, and comply with applicable law.

5.5. Security. Navigage will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content against unauthorized access, use, alteration, loss, or disclosure. You acknowledge that no method of transmission or electronic storage is completely secure, and Navigage cannot guarantee absolute security.

5.6. Promotional Emails. By using the Services and providing your contact details, you agree that Navigage may send you operational, transactional, and service-related communications by email, including Account notices, reminders, updates, and communications relating to your requests. Subject to applicable law, Navigage may send marketing or promotional emails based on an existing relationship. You may opt out of marketing emails through the unsubscribe link or as otherwise instructed in the applicable message. Notwithstanding any opt-out, you may continue to receive communications reasonably necessary to provide the Services or administer your Account. Navigage may send SMS messages or make telephone calls where you have separately consented or as otherwise permitted by applicable law.

5.7. Support. Navigage may make technical support available by email during the hours and through the channels determined by Navigage. Navigage may use commercially reasonable efforts to respond to support inquiries but does not guarantee any particular response time, resolution time, or service level. Support excludes issues caused by third parties, Customer systems or networks, or use not in accordance with these Terms. Navigage may perform scheduled or emergency maintenance and deploy updates, and may provide prior notice where reasonably practicable.

5.8. Voice Interaction. The Services may access and use your device’s microphone only when you activate a voice feature and grant the applicable permission through your device or browser settings. Depending on the feature, Navigage may process and, in some cases, retain audio recordings and/or transcripts of your voice interactions, as further described in the Privacy Policy. You may disable microphone access at any time, but the applicable voice features may then be unavailable.

6. THIRD PARTY WEBSITES, SERVICES AND TRANSACTIONS

6.1. Third-Party Websites and Services. The Services or Platform may contain links to, refer to, integrate with, identify, suggest, recommend, or otherwise provide access to websites, applications, content, products, or services operated or provided by third parties, such as medical alert devices, walkers, or other assistive products (“Third-Party Services”). Navigage does not control Third-Party Services and is not responsible for their availability, accuracy, suitability, safety, quality, content, security, privacy practices, coverage, or terms. Any reference or recommendation is provided for informational purposes and does not constitute a warranty or guarantee. You are responsible for confirming suitability with a qualified professional and with the supplier of the Third-Party Service directly. Your use of any Third-Party Service is subject to the applicable third party’s terms and policies.

6.2. Your Responsibilities. You are responsible for reviewing and accepting the applicable provider’s terms, prices, fees, cancellation policies, and other conditions. Any purchase, use, communication, or transaction concerning a Third-Party Service is directly between you and the applicable third party. Navigage is not a party to, and to the maximum extent permitted by law is not responsible for, the acts or omissions of the third party or the performance, quality, safety, or suitability of its products or services.

6.3. Referral Fees. Navigage may receive a referral fee, commission, revenue share, or other compensation from a third-party provider, including a product supplier, licensed agent, or FMO, in connection with a referral, introduction, or transaction facilitated through the Services. Such compensation may affect which third parties are presented or the order in which they are presented. You are under no obligation to purchase any product or use any particular third-party provider identified or introduced through the Services, and the third-party providers presented to you do not necessarily represent all options available in the market.

6.4. Licensed Agents and Field Marketing Organizations. Any licensed insurance agent or Field Marketing Organization (“FMO”) that contacts you through, or in connection with, the Services is an independent third party. Their services, advice, and any resulting insurance or financial transactions are governed solely by their own terms and policies, and not by these Terms. Navigage will disclose your information to, and connect you with, an identified agent or FMO only after you provide a separate, express consent for that recipient and the requested contact, as required by applicable law and as further described in the Privacy Policy.

6.5. Future Concierge Service. Navigage may in the future offer an optional human concierge service. Any such service will not be part of the Services described in these Terms and will be subject to separate terms that will be presented to you if and when that service becomes available.

7. WARRANTIES AND DISCLAIMERS

7.1. Generative AI Content. The Services use generative AI to process the information you provide and to produce summaries, indications, and other outputs. Such outputs may be incomplete, inaccurate, misleading, out of date and may contain mistakes, even where they appear accurate and reliable, and must not be relied upon without independent verification by a qualified professional.

7.2. No Medical or Clinical Advice. The Services are not intended to diagnose, treat, prescribe, perform clinical triage, or determine whether or how urgently you should seek care. The Services do not replace a medical examination or the advice of a physician or other qualified healthcare professional. Any classification of “risk” or “urgency” and any action list generated by the Services is an automated informational output based on the information available to the Services and may be incorrect. Navigage does not monitor you or your health continuously, guarantee that it will identify a dangerous condition, or notify any physician, caregiver, family member, or emergency service. Do not use the Services in a medical emergency or to delay seeking treatment. If you believe you may be experiencing a medical emergency, call 911 or your local emergency services immediately.

7.3. No Coverage Determination or Automated Enrollment. The Services do not make coverage determinations and do not guarantee that any particular treatment, service, or product is covered under any plan. The Services may identify topics or potential opportunities that you may wish to review, but any such indication is preliminary, for general information only, and is not a recommendation to purchase, replace, or enroll in any particular insurance plan. Navigage does not automatically change your Medicare plan or process enrollment. Any specific plan advice, comparison, sale, or enrollment will, where applicable, be handled by a licensed agent following your separate, express consent. Your official plan documents, your insurer’s decisions, and official Medicare information control over any information provided through the Services.

7.4. DISCLAIMER. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND NAVIGAGE EXPRESSLY DISCLAIMS 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 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 THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. 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. IN SUCH EVENT, THE IMPLIED WARRANTY WILL BE DEEMED TO BE EXCLUDED TO THE MAXIMUM AMOUNT ALLOWED UNDER SUCH LAW.

8. LIMITATION ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT WILL NAVIGAGE OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) THE TOTAL AGGREGATE LIABILITY OF NAVIGAGE AND SUCH PERSONS FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE GREATER OF (I) ONE HUNDRED US DOLLARS (US$100) AND (II) THE TOTAL FEES ACTUALLY PAID BY YOU TO NAVIGAGE FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY TO THE EXTENT IT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIABILITIES, IN WHICH CASE THE ABOVE EXCLUSIONS AND LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. INDEMNIFICATION

You agree to defend, indemnify, and hold Navigage and its subsidiaries, affiliates, and their respective officers, directors, employees, and agents harmless from and against any third-party claim, loss, damage, liability, cost, or expense, including reasonable attorneys’ fees, arising out of or relating to: (1) your unlawful or unauthorized use of the Services; (2) your material breach of these Terms; (3) Customer Content submitted by you or your violation of any third party’s intellectual property, privacy, or other rights; or (4) your submission of information concerning another individual without the required authority, rights, or consents. Navigage will promptly notify you of any indemnified claim and may control the defense and settlement of the claim, provided that it may not settle any claim in a manner that admits liability by you or imposes any non-monetary obligation on you without your consent. You will reasonably cooperate in the defense of the claim.

10. DISPUTE RESOLUTION, ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AND INCLUDES A WAIVER OF THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

10.1. Governing Law. These Terms will be governed by the laws of the State of New York and applicable federal law, without regard to conflict-of-law principles, except to the extent applicable law provides you with non-waivable consumer protections.

10.2. Mandatory Informal Dispute Resolution. If either Party has a dispute arising out of or relating to these Terms, the Platform, or the Services, it must first provide the other Party with written notice describing the dispute and requested relief. The Parties will attempt in good faith to resolve the dispute for thirty (30) days following receipt of the notice.

10.3. Arbitration Agreement. Any dispute not resolved under Section 10.2 will be resolved through final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect. The Federal Arbitration Act will govern this arbitration agreement. The arbitration may be conducted remotely or, if an in-person hearing is required, in the county where you reside or another location agreed by the Parties. The arbitrator may award any relief available in an individual court action, and the award may be enforced in any court having jurisdiction. Either Party may bring an individual claim in small claims court if it qualifies.

10.4. Jury Trial and Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON OR CONDUCT ANY CLASS OR REPRESENTATIVE PROCEEDING. If any portion of this waiver is found unenforceable with respect to a particular claim or remedy, that claim or remedy will be severed and decided by a court, and the remaining claims will remain subject to arbitration.

10.5. Right to Opt Out. You may opt out of the arbitration agreement in Sections 10.3 and 10.4 by sending written notice to the email address listed in Section 12.10 within thirty (30) days after you first accept these Terms. Your notice must include your name, the email address associated with your Account, and a clear statement that you wish to opt out of arbitration. If you timely opt out, neither Party will be bound by Sections 10.3 and 10.4, but all other provisions of these Terms will remain in effect.

10.6. Court Proceedings. Any dispute that is not subject to arbitration under this Section 10 will be brought exclusively in the state or federal courts located in New York County, New York, and each Party consents to the personal jurisdiction and venue of those courts, except to the extent applicable law provides you with a non-waivable right to bring a claim in another forum.

11. TERM AND TERMINATION

11.1. Term. These Terms will remain in effect for as long as you access or use the Platform or Services.

11.2. Termination by You. You may close your Account at any time through the Account settings made available on the Platform or by contacting Navigage using the contact information in Section 12.10. You may also request deletion of your personal information as described in the Privacy Policy, subject to applicable law and permitted retention for legal, security, fraud-prevention, and backup purposes. Merely ceasing to use the Services does not automatically close your Account or delete your personal information.

11.3. Suspension or Termination by Navigage. Navigage may suspend or terminate your access to the Platform or Services if you breach these Terms, fail to pay applicable fees, create a legal, security, or operational risk, or if Navigage discontinues the applicable Services. Where reasonably practicable, Navigage will provide prior notice and an opportunity to cure the applicable breach.

11.4. Effect of Termination. Upon termination, your right to access and use the Platform and Services will cease. Navigage will delete or de-identify Customer Content and personal information in accordance with the Privacy Policy and applicable law, subject to information that Navigage is required or permitted to retain and its ordinary backup and archival cycles. Any retained information will remain subject to the applicable provisions of these Terms and the Privacy Policy for so long as it is retained. Where applicable law requires a refund, Navigage will refund the relevant prepaid fees on a prorated basis.

11.5. Survival. Sections 1.2, 1.3, 2.3, 3, 4, 5, 6, 7, 8, 9, 10, 11.4, 11.5, and 12, and any other provisions that by their nature should survive, will survive termination or expiration of these Terms.

12. GENERAL

12.1. Electronic Communications. You consent to receive agreements, notices, disclosures, and other communications from Navigage electronically, including by email, through the Platform, or through your Account. Such communications satisfy any legal requirement that they be provided in writing, subject to any non-waivable rights under applicable law.

12.2. Notices. Navigage may provide notices to you using the contact information associated with your Account or through the Platform. Notices to Navigage must be sent to support@navigage.ai or to the address set forth in Section 12.10 and will be effective upon receipt.

12.3. Export Compliance. You may not access, use, export, re-export, or transfer the Platform, Services, or any related technology in violation of applicable export control, sanctions, or trade laws.

12.4. California Residents. California residents may contact the Complaint Assistance Unit of the California Department of Consumer Affairs in writing, at 1625 North Market Boulevard, Suite N-112, Sacramento, California 95834, or by telephone at (800) 952-5210.

12.5. Assignment. You may not assign or transfer these Terms or any rights or obligations under them without Navigage’s prior written consent. Navigage may assign these Terms in connection with a merger, reorganization, sale of assets, financing, or other transfer of its business or by operation of law. Any prohibited assignment is void.

12.6. Relationship; No Third-Party Beneficiaries. Nothing in these Terms creates any partnership, joint venture, employment, fiduciary, or agency relationship between the Parties. These Terms do not confer rights on any third party.

12.7. Entire Agreement. These Terms, together with the Privacy Policy and any additional terms expressly presented and accepted in connection with particular Services, constitute the entire agreement between you and Navigage regarding the Platform and Services and supersede any prior agreements or understandings concerning them.

12.8. Waiver and Severability. A failure to enforce any provision of these Terms will not constitute a waiver. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in effect.

12.9. Force Majeure. Navigage will not be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, epidemics, labor disputes, power or telecommunications failures, governmental actions, civil unrest, terrorism, or war.

12.10. Contact Information:

Navigage AI, Inc.
Address: 251 Little Falls Dr., Wilmington, DE 19808
Telephone: (888) 691-6284
Email: info@navigage.ai