Terms of Service

Last modified: April 8, 2024

Thank you for using the Navu service (the “Navu Service”), a service that is wholly owned and operated by Navu, Inc. (together with its affiliates, “Navu”, “we”, or “us”).  The Navu Service is designed to help you increase lead conversion on your websites by tracking your website visitors, presenting information collected by the Navu Service to you in a secure web application, and enabling your website to provide “journey guides” to your website visitors with additional information selected by you to increase education and trust in your products and services.

These terms and conditions (these “Terms”) are an agreement between you and Navu.  These Terms govern your use of the Navu Service, the Navu website (the “Navu Site”), and content and functionality made available through the Navu Service and the Navu Site (collectively, the “Services”).  All personal information that we may collect on the Services, including personal information that you provide to register with the Services, personal information that we collect through your use of the Services, and personal information that we collect about your website visitors, is subject to our privacy policy (the “Privacy Policy”).

Please read these Terms and the Privacy Policy carefully before using the Services.  PLEASE NOTE THAT SECTION 15 OF THESE TERMS CONTAINS A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT AFFECT YOUR RIGHTS FOR RESOLVING DISPUTES WITH NAVU AND PROVIDERS (AS DEFINED BELOW).

By accessing or using the Services, you accept and agree to be bound by these Terms and acknowledge that you have read and understand the Privacy Policy.  If you do not agree to these Terms, or if you object to the Privacy Policy, then you must not access or use the Services.

The Services are offered and available only to users who are at least 18 years of age or the legal age of majority in their jurisdiction, if greater.  By using the Services, you represent and warrant that you (i) are at least 18 years of age or the legal age of majority in your jurisdiction, if greater, (ii) are fully able and competent to enter into, and to abide and comply with, these Terms, and (iii) have not previously been terminated, removed, or suspended from the Services.  If you are using the Services on behalf of an entity, you further represent and warrant that you have authority to bind that entity to these Terms, and you agree to be bound by these Terms on behalf of that entity.  For the avoidance of doubt, if you are using the Services on behalf of an entity, the terms “you” and “your” will include such entity.

1. Modifications to the Terms

We may modify these Terms from time to time in our sole discretion.  All modifications are effective immediately when we post them and apply to all of your access to and use of the Services thereafter.  If you continue to use the Services after we post the modified Terms, it means that you accept and agree to the revisions and/or updates.  Please check these Terms periodically so that you are aware of any modifications.  If modifications to these Terms would materially affect your rights, it is our practice to notify you by email to the address provided in your User Account or by posting a notice on the Navu Site of such modifications.

2. User Accounts

To access or use the Services, you may be required to register for an account (a “User Account”) and provide certain information to us.  Any such information must be correct, current, and complete.  You agree that we may use this information to communicate with you about the Services and that our communications to you will satisfy any requirements for legal notices.

You acknowledge that your User Account is specific to you.  You must keep all passwords or other credentials confidential and not disclose them to any other person or entity.  You also must not provide any other person or entity with access to the Services using your User Account.  You are responsible for all activity occurring under your User Account or with use of your access credentials, and you agree to notify us immediately if you become aware of any unauthorized access to or use of your User Account or access credentials.

You may close your User Account at any time by notifying us via email.

3. User Sites

The Services may permit you to create a “site” (a “User Site”) that represents your own website, which may span one or more domains.  We may, in our sole discretion, refuse to permit the creation of a User Site for certain domains, limit the number of User Sites that you may create or access, and limit the functionality available for any User Site, or otherwise restrict access to or use of any User Site.

If you create a User Site, then you are automatically granted “owner” permissions for that User Site.  As the owner of a User Site, you may be permitted to invite other users to access or use the User Site and choose the roles (which may include “owner,” “editor,” or “viewer” roles) for such members.  A user may have access to multiple User Sites with different roles for each such User Site.

Upon deletion of a User Site, Navu may at its option delete any data associated with such User Site.

4. Billing

Navu may make free trial periods available in its sole discretion.  You may be required to pay fees (which may include any applicable taxes) to Navu to access or use the Services (“Fees”).  You are responsible for paying any Fees listed on the Services (which may require advance payment of Fees).  Except as expressly provided in these Terms, all Fees are non-refundable to the extent allowed under applicable law.

Fees may be recurring.  If Fees are specified to be recurring, you agree that Navu may charge such Fees on a periodic basis to the payment method that you specify at the time of your initial purchase (“Payment Method”).  By using a Payment Method to pay Fees, you expressly agree that Navu is authorized to charge the Fees (which may include any applicable taxes) to the Payment Method.  If the Payment Method is a credit card, you acknowledge that Navu may seek pre-authorization of your credit card account prior to your purchase to verify that the card is valid and has the necessary funds or credit to complete the purchase.  You represent and warrant that the credit card or bank account which is being used as your Payment Method is yours or that you have the authorization of the account holder to use it.  If you use a Payment Method which you are not authorized to use, you will be liable to us for any losses that we suffer as a result of your use of that Payment Method.

You acknowledge and agree that Navu may use third-party payment processors to process Fees (including to handle invoices, charges, and receipts) on Navu’s behalf and that Navu will not be liable for any errors caused by such third-party payment processors.

You acknowledge and agree that Fees for the Services may increase at any time, and additional Fees may apply to new features or additions to the Service that may be made available from time to time.  Navu will provide you with notice before charging increased or additional Fees, and you will have an opportunity to review and accept the increased or additional Fees that you will be charged before being charged.  If you do not accept any such increased or additional Fees, Navu may discontinue your access to the Services.

To place an order for paid-for Services, you may be required to register for a subscription (a “Subscription”) as described below.

  • Subscription Registration.  To register for a Subscription you must first register for a User Account as described Section 2 and follow the order procedure listed on the Services.  Please check the order carefully before confirming it.  You are responsible for ensuring that your order is complete and accurate.
  • Subscription Contract.  Your order for a Subscription constitutes an offer by you to enter into a Subscription with us.  We will confirm our acceptance of your order by sending you a confirmation email (the “Confirmation”).  These Terms will become legally binding on you and us with respect to each Subscription when we send you the Confirmation for such Subscription.  Each Subscription will incorporate the then-current version of these Terms and will be a new and separate contract between you and us (a “Subscription Contract”).
  • Subscription Services.  The Services provided as part of your Subscription, and the duration of your Subscription, is as set forth in the order process and will depend on the type of Subscription that you select during the order process.  Services will be refreshed from time to time, and we do not guarantee that any particular Service will always be available through the Services.
  • Subscription Term and Automatic Renewal.  Your Subscription Contract may have a minimum term.  If it does, we will let you know during the order process.  That minimum term is the “Initial Term”.  Your Subscription Contract will last for the Initial Term and will automatically renew, and your Payment Method will be charged, at the end of the Initial Term for an additional term equal in duration to the Initial Term and will continue to renew and incur charges for additional terms equal in duration to the Initial Term (each such additional term, a “Renewal Term”).  This Subscription continues and automatically renews, and we will charge your Payment Method for each Renewal Term, until the Subscription is canceled as described in this section.
  • Subscription Cancellation.  You may cancel your Subscription anytime by notifying us by email.  To avoid renewal and charges for the next Renewal Term, cancel your subscription on or before the last day of the Initial Term or any Renewal Term.  In the event of a cancellation, your Fees will not be refunded, but your access to the Services will continue through the end of the Initial Term or any Renewal Term for which you previously paid Fees.
  • Subscription Fees.  You will pay to Navu the Fees for the Initial Term and each subsequent Renewal Term upfront at the start of that Initial Term or Renewal Term (as applicable).  Navu has the right to make changes to the Fees applicable to your Subscription from time to time, although Navu will not make any change to the Fees applicable to your Subscription during the current Initial Term or Renewal Term (as applicable).  If these changes result in an increase in the Fees payable by you, Navu will inform you at least 30 days in advance of the change; you agree to the increase in Fees payable by you unless you cancel the Subscription as described in this section before the Renewal Term to which the increase in fees will apply.

If you feel you have been charged any Fees in error, you may request a refund through your User Account or contact us.  To request a refund, you may log in to your User Account and place your request through the Navu Site.  If you do not have a User Account, you may contact us directly at [email protected].  Following your request, you will be asked to provide the reason for your request.  We aim to respond to such requests within 5 business days of our receipt of such requests.  We note that if you file a dispute with your credit card company before contacting us, we are limited in what we can do to resolve any error.  Credit card disputes are flagged to us by your financial services provider as potentially fraudulent, so if a credit card dispute is initiated, your User Account may be suspended while we investigate, and we ask you to contact us if you wish to request that it be reinstated.

5. Use Rights, Requirement, and Restrictions

You may access and use Navu only for your own internal business purposes of tracking your website visitors and defining programs to provide “journey guides” to your website visitors to increase lead conversion in accordance with these Terms and applicable law (the “Permitted Purposes”).  You may not use the Services for any purpose other than the Permitted Purposes.  In addition to any other prohibitions stated in these Terms, you agree not to use the Services to, and that any content that you submit to the Services (“User Content”) will not:

  • deliver any inappropriate content, including, without limitation, any unlawful, defamatory, libelous, inaccurate, deceiving, objectionable, profane, obscene, sexually explicit, indecent, pornographic, harassing, abusive, threatening, embarrassing, hateful, intimidating, or violent content;
  • degrade others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, disability or other classification;
  • infringe, misappropriate, or otherwise violate any intellectual property or other proprietary or legal rights (including rights of privacy or publicity) of any third party;
  • promote any illegal activity, or advocate, promote, or assist in any unlawful act or otherwise violate any applicable law;
  • impersonate any person or entity (including Navu), or misrepresent your identity or affiliation with any person or entity;
  • transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation or material;
  • decompile, reverse engineer, disassemble, or otherwise reduce the Services to human-readable form, except when these restrictions are prohibited by applicable law;
  • crawl, scrape, or otherwise harvest data or information from the Services other than as permitted under these Terms;
  • use the Services to obtain unauthorized access to any system or information;
  • use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with or otherwise interfere with inhibit the proper working of, or any other person’s or entity’s access to or use of, the Services;
  • engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us in our sole discretion, may harm Navu or users of the Services, or expose us or them to liability; or
  • assist any person or entity in doing any of the above.

In order to use the Services, you must provide your website visitors with notice of your data processing practices (including data processing by Navu in connection with the Services) and opportunities to consent to or opt-out of such data processing practices, and comply with other applicable laws regarding privacy and data processing.  You must notify Navu of any opt-out requests by your website visitors.  Navu will not be liable in connection with any failure by you to comply with applicable privacy and data processing laws.

You continue to own any User Content that you submit to the Services, but by submitting User Content, you grant to Navu a royalty-free, irrevocable, perpetual, non-exclusive, worldwide, fully sublicensable license to publish, reproduce, distribute, display, perform, edit, adapt, modify, and otherwise use your User Content (or any portion thereof) only for the purposes of (i) providing the Services to you, and (ii) further developing, enhancing, and improving the Services, including to develop new or improved Services for you and other customers.  You represent and warrant that you possess, and will continue to possess, all rights necessary to provide to Navu all User Content and for Navu to enjoy all of the rights that you grant to Navu under these Terms.

You understand and agree that Navu is not responsible for any User Content.  Navu is not obligated to publish or use your User Content and may monitor, review, edit, remove, delete, or disable access to your User Content at any time, without prior notice, and in Navu’s sole discretion, for any or no reason.

6. Publicity

Subject to this Section 6, you hereby (i) authorize Navu to disclose that you are a customer of Navu (e.g., in customer lists, press releases, commercial proposals, sales presentations, conferences) and (ii) grant to Navu a non-exclusive, royalty-free license to use your logo in connection with such disclosures that you are a customer of Navu. If you would like to opt-out of this authorization and license, you may do so by contacting Navu at [email protected].

7. Ownership of Services

The Services are owned and operated by Navu and Navu’s affiliates, licensors, and service providers (collectively “Providers”).  Navu and Providers retain all of its and their respective right, title, and interest, including intellectual property rights, in and to the Services.  Other than the rights of access and use expressly granted in these Terms, these Terms do not grant you any right, title, or interest in or to the Services.

8. Third-Party Services and Links

The Services may use or be used in connection with third-party content, services, and integrations.  Navu does not control, endorse, sponsor, recommend, or otherwise accept responsibility for any loss or damage that may arise from your use of such third-party content, services, and integrations.  Use of any third-party content, services, and integrations is at your own risk and subject to any terms, conditions, or policies applicable to such third-party content, services, and platforms.

9. Feedback

You hereby grant to Navu an irrevocable, royalty-free, perpetual license to use all feedback, ideas, or suggested improvements you provide to Navu regarding the Services (collectively, “Feedback”), as applicable, including in connection with Navu’s development and marketing of the Services or other products or services.  You further agree that Navu and Providers may use all or part of your Feedback or any derivative thereof in any manner or media without any remuneration, compensation, or credit to you, including to improve the Services and create other products and services.

10. Modification, Suspension, and Discontinuation of Services

Navu reserves the right to permanently or temporarily modify or remove the Services or any portion thereof (including without limitation by discontinuing features of the Services) from time to time, in Navu’s sole discretion, without notice to you.  To the fullest extent permitted under applicable law, Navu will not be liable for any modification or removal of the Services or any portion thereof.

11. Termination

Navu may terminate these Terms at any time by notice to you, and these Terms will terminate automatically without notice upon your breach of any provisions of these Terms.  You may also terminate these Terms at any time, for any reason, by discontinuing your access to and use of the Services.  Upon termination, the rights granted to you under these Terms to access and use the Services will immediately terminate.

If there is a Subscription Contract between you and Navu, Navu may terminate the Subscription Contract immediately at any time by giving you notice in writing (email is sufficient).  If Navu exercises this right, Navu will refund you on a pro rata basis the Fees paid by you that are for the portion of your Subscription remaining after termination of your Subscription Contract occurs.

Upon termination of these Terms (or a Subscription Contract) or your access to the Services, Navu may at its option delete any data associated with your User Account.  Sections 4 (with respect to fees outstanding as of such expiration or termination), 5 (with respect to User Content), 6 through 8, and 10 through 15 will survive any expiration or termination of our Terms (or a Subscription Contract).

12. Indemnification

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS NAVU, PROVIDERS, AND ITS AND THEIR RESPECTIVE AFFILIATES, SUCCESSORS, AND ASSIGNS, AND ANY OF ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, TRUSTEES, INVESTORS, EMPLOYEES, AGENTS, AND THIRD-PARTY SERVICE PROVIDERS (COLLECTIVELY, THE “NAVU PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS; YOUR OR YOUR WEBSITE VISITORS’ ACCESS TO, USE OF, OR ALLEGED USE OF THE SERVICES; YOUR FEEDBACK; VIOLATION BY YOU OR BY OUR USE OF YOUR LOGO OF ANY THIRD-PARTY RIGHT, INCLUDING ANY INTELLECTUAL PROPERTY RIGHTS, OR ANY RIGHTS OF PRIVACY OR PUBLICITY, CONFIDENTIALITY, OR OTHER PROPERTY OR PRIVACY RIGHT; AND ANY CLAIMS ARISING FROM OR ALLEGING FRAUD, INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE, OR CRIMINAL ACTS COMMITTED BY YOU.  NAVU RESERVES THE RIGHT TO EMPLOY SEPARATE COUNSEL AND ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.  IN SUCH EVENT, YOU SHALL PROVIDE NAVU WITH SUCH COOPERATION AS NAVU REASONABLY REQUESTS.

13. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.  TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NAVU MAKES NO WARRANTIES OF ANY KIND, AND THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, EXCLUSIVE OF ANY WARRANTY, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.  NAVU DISCLAIMS ALL WARRANTIES AND LIABILITIES, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, REGARDING THE SECURITY, RELIABILITY, QUALITY, AVAILABILITY, ACCURACY, COMPLETENESS, COMPATIBILITY, OR UTILITY OF THE SERVICES AND PRIVACY OF YOUR OR YOUR WEBSITE VISITORS’ DATA AND/OR INFORMATION.  NAVU DOES NOT WARRANT THAT THE SERVICES WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE COMPLETELY SECURE AGAINST HACKING OR OTHER UNAUTHORIZED INTRUSION, OR AS TO THE ACCURACY, CURRENCY, PRESERVATION WITHOUT LOSS, OR COMPLETENESS OF ANY INFORMATION MADE AVAILABLE THROUGH THE SERVICES, WHETHER PROVIDED IN TEXT, AUDIO, VIDEO, GRAPHICAL, OR OTHER FORM.  NEITHER NAVU NOR ANY PROVIDER MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY SERVICE PROVIDERS.  NAVU IS NOT RESPONSIBLE OR LIABLE FOR ANY DECISIONS YOU MAY MAKE IN RELIANCE ON THE SERVICES, OR FOR ANY DEFECTS OR ERRORS THAT MAY RESULT FROM YOUR PROVISION OF INCOMPLETE OR INACCURATE INFORMATION TO NAVU OR THE SERVICES, YOUR USE OF THE SERVICES WITH HARDWARE THAT DOES NOT MEET ANY MINIMUM REQUIREMENTS SPECIFIED BY NAVU, OR YOUR USE OF ANY VERSION OF THE SERVICES OTHER THAN THE MOST RECENT GENERALLY AVAILABLE RELEASE OF ANY OF THE SERVICES.  YOU EXPRESSLY AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE, OR ANY LOSS OF DATA, THAT RESULTS FROM USE OF THE SERVICES.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL THE NAVU PARTIES, BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUES, SAVINGS, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, OR THE CLAIMS OF THIRD PARTIES, OR ANY COST OF ANY SUBSTITUTE SERVICES, ARISING OUT OF OR RESULTING FROM OR IN ANY WAY RELATED TO THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, EVEN IF THE NAVU PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  YOU FURTHER WAIVE AND HOLD HARMLESS THE NAVU PARTIES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SUCH PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES AS REFERENCED IN SECTION 5.  TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE NAVU PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED, IN THE AGGREGATE, THE GREATER OF THE ACTUAL AMOUNT YOU PAID FOR THE SERVICES (IF ANY) IN THE 6 MONTHS PRIOR TO THE TIME SUCH LIABILITY AROSE AND $100, EXCEPT TO THE EXTENT AN APPLICABLE LAW DOES NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS ARE ESSENTIAL TO THESE TERMS.

15. Arbitration Agreement; Class Action Waiver

PLEASE REVIEW AS THIS MAY AFFECT YOUR LEGAL RIGHTS.  THIS SECTION 15 IS APPLICABLE TO THE FULL EXTENT PERMITTED BY LAW.

  • Mandatory Arbitration of Disputes.  You and Navu each agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Services (each, a “Dispute” and collectively, the “Disputes”) will be resolved solely by binding, individual arbitration, unless expressly provided otherwise in this Section 15, and not in a class, representative, or consolidated action or proceeding.  You and Navu agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms and that EACH OF YOU AND NAVU IS WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.  This Section 15 shall survive the termination of these Terms.
  • Exceptions and Opt-out Option.  The only exceptions to Section 15 are the following:
    • You or Navu each may seek to resolve an individual Dispute in small claims court if it qualifies.
    • you or Navu each may seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of your or Navu’s respective intellectual property rights.
    • you may opt out of arbitration entirely and litigate any Dispute individually if you provide us with a signed, written notice of your decision to do so pursuant to the “Effect of Changes on Arbitration” subsection of this Section 15 below; however, if you are opting out of an updated version of this arbitration provision, you understand that you will remain subject to the prior version of any arbitration provision to which you had previously agreed.
  • Initial Dispute Resolution and Notification.  You and Navu agree that, prior to initiating an arbitration or other legal proceeding, you and Navu will attempt to negotiate an informal resolution of the Dispute.  To begin this process, and before initiating any arbitration or legal proceeding against Navu, you must send a Notice of Dispute (“Notice”) by certified mail to the attention of Navu’s Legal Department at the following address: 415 Cambridge Ave., Suite 14, Palo Alto, California, USA 94306.  For purposes of these Terms, initiating an arbitration means filing an arbitration demand (“Demand”).

Your Notice to Navu must contain all of the following information: (i) your full name, address, User Account, and the email address associated with your User Account; (ii) a detailed description of the nature and basis of the Dispute; (iii) a description of the relief you want, including any money damages you request; and (iv) your signature verifying the accuracy of the Notice and, if you are represented by counsel, authorizing Navu to disclose information about you to your attorney.

After receipt of your Notice, you and Navu shall engage in a good-faith effort to resolve the dispute for a period of 60 days, which both sides may extend by written agreement (“Informal Dispute Resolution Period”).  During the Informal Dispute Resolution Period, neither you nor Navu may initiate an arbitration or other legal proceeding.

If the Dispute is not resolved during the Informal Dispute Resolution Period, you may initiate an individual arbitration as provided below.

  • Conducting Arbitration and Arbitration Rules.  Any arbitration must be initiated with and conducted by National Arbitration & Mediation (“NAM”) pursuant to its Comprehensive Dispute Resolution Rules and Procedures and/or its Mass Filing Supplemental Dispute Resolution Rules and Procedures (together, the “NAM Rules”), except as modified by these Terms.  The NAM Rules are available at www.NAMADR.org or by calling NAM at 1-800-358-2550.  In any instance where the applicable NAM Rules and these Terms are inconsistent, these Terms shall control.

An arbitration Demand filed with NAM must include a certification signed by the filing party verifying compliance with the Initial Dispute Resolution and Notification requirements and other requirements set out in this Section 15.

If NAM fails or declines to conduct the arbitration for any reason, we will mutually select a different arbitration administrator.  If we cannot agree, a court will appoint the arbitration administrator.

Any arbitration hearing will be a virtual hearing, unless you and Navu agree otherwise in writing. 

The arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement, except that only a court of competent jurisdiction as set forth in the “Governing Law; Exclusive Jurisdiction” subsection of Section 15 of these Terms (and not an arbitrator) shall have the exclusive authority to resolve any claim that all or part of the Class Action Waiver set forth in these Terms or the Mass Filing procedures set forth in the “Mass Filing Procedures” subsection of Section 15 below are unenforceable, unconscionable, void, or voidable.

The arbitrator may consider but will not be bound by rulings in other arbitrations where you and Navu were not both parties.

  • Mass Filing Procedures.  YOU AND NAVU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF YOU AND NAVU IS WAIVING THE RIGHT TO BRING OR PARTICIPATE IN A MASS ARBITRATION.  Navu’s receipt of one or more Notice(s) of substantially similar claims brought by or on behalf of 25 or more claimants (including you) within a 60-day period (“Mass Filing”) shall be subject to the additional procedures set forth below.  Claims included in a Mass Filing, if not resolved during the Informal Dispute Resolution Period, may proceed only in accordance with the procedures set out below, and subject to the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (“NAM Mass Filing Rules”, available at https://www.namadr.com/resources/rules-fees-forms/) to the extent not contrary to these Terms.  If a court determines that this “Mass Filing Procedures” subsection of Section 15 is not enforceable as to your claim, then your claim may only proceed individually in court consistent with these Terms.
    • Batching.  You and Navu agree that your and other individuals’ claims deemed by Navu a Mass Filing may be filed with NAM in batches of no greater than 50 individuals’ claims at one time, with 25 claims (or half of the total number of claims in a batch, if less than 50) selected by counsel for you and other claimants and 25 claims (or half of the total number of claims in a batch, if less than 50) selected by Navu.  After your claim is batched and permitted to be filed as a Demand, you and Navu agree that selection and appointment of an arbitrator for your Demand shall be governed by the NAM Mass Filing Rules.
    • First (Bellwether) Batch.  The first batch of up to 50 Demands are the Bellwether Arbitrations.  If your claim is included in the Bellwether Arbitrations, you and Navu shall cooperate with the arbitrator assigned to your arbitration to resolve your claim within 120 days of the initial pre-hearing conference.
    • Stay of Filing of Other Claims.  If your claim is not among those selected for the Bellwether Arbitrations, your claim cannot be filed until it is assigned to a batch and authorized to be filed in a later stage of this process.  No arbitration fees will be assessed on you or Navu in connection with your claim unless and until it is assigned to a batch and authorized to be filed with NAM.
    • Mediation.  After the Bellwether Arbitrations are completed, if your claim remains unresolved, you and Navu agree to mediate your claim along with any other unresolved claims included in the Mass Filing (“Global Mediation”).  The mediator will be selected according to the procedure set forth in the NAM Rules, and Navu will pay the mediator’s fees.  The Global Mediation shall be completed within 120 days of the selection of a mediator, unless extended by written agreement between you and Navu.
    • Election To Proceed in Court.  If Global Mediation is not successful in resolving your claim, and 100 or more claims included in the Mass Filing remain unresolved, you or Navu may opt out of arbitration and elect to have your claim resolved in court consistent with the “Governing Law; Exclusive Jurisdiction” subsection of Section 15 of these Terms.  You or Navu must exercise this election within 45 days of the completion of Global Mediation.
    • Sequential Arbitration of Remaining Batches.  If neither you nor Navu opt out of arbitration, another batch of no greater than 50 individuals’ claims will be selected from the Mass Filing, with 25 claims (or half of the total number of claims in a batch, if less than 50) selected by counsel for claimants and 25 claims (or half of the total number of claims in a batch, if less than 50) selected by Navu.  If your claim is included in this next batch of 50 claims, your claim will be filed with NAM, and you and Navu shall cooperate with the arbitrator assigned to your arbitration to resolve your claim within 120 days of the initial pre-hearing conference.  The process of batching up to 50 individual claims at a time will continue until the parties resolve all claims included in the Mass Filing.  No unbatched claim can proceed to be filed as a Demand until the previous batch has been resolved.
    • Tolling.  For any claim subject to these Mass Filing procedures, any statute of limitations applicable to your claim shall be tolled from the date the Informal Dispute Resolution Period begins until the earlier of (i) the date your arbitration Demand is filed, or (ii) the date you or Navu opts out of arbitration pursuant to the “Election to Proceed in Court” subsection of the “Mass Filing Procedures” subsection of Section 15.
  • Arbitration Costs.  Payment of all arbitration filing fees and costs will be governed by the applicable NAM Rules.  If you prevail on your claim in arbitration, Navu will reimburse you for any portion of the arbitration filing fees you paid that exceeded the amount you would have paid to file a complaint in a court of competent jurisdiction pursuant to the “Governing Law; Exclusive Jurisdiction” subsection of Section 15.  If Navu prevails on your claim in arbitration, and the arbitrator finds that your claim was frivolous or filed in bad faith, the arbitrator may award Navu reimbursement from you of Navu’s arbitration filing fees and costs.
  • Offer of Settlement.  Each of you and Navu may, but is not obligated to, make a written offer to settle your claim at least 14 days before the arbitration hearing date.  The amount or terms of any settlement offer may not be disclosed to the arbitrator until after the arbitrator issues an award on the claim.  If an award is issued in a party’s favor but is less than the other party’s settlement offer, the arbitrator may order such party to pay the arbitration costs incurred by such other party after its offer was made, unless otherwise prohibited by the underlying law governing your claim.
  • Class Action Waiver.  YOU AND NAVU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF YOU AND NAVU MAY BRING CLAIMS (WHETHER IN COURT OR IN ARBITRATION) AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, PRIVATE ATTORNEY GENERAL, REQUEST FOR PUBLIC INJUNCTIVE RELIEF, OR REPRESENTATIVE PROCEEDING.  This also means that you and Navu may not participate in any class, collective, consolidated, coordinated, private attorney general, request for public injunctive relief, or representative proceeding brought by any third party.   Notwithstanding this provision or any other language in these Terms, you or Navu may participate in a class-wide settlement.  TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND NAVU WAIVE ANY RIGHT TO A JURY TRIAL.
  • Effect of Changes on Arbitration.  Notwithstanding the provisions of Section 1, if Navu modifies any terms of this Section 15 after the date you first accepted these Terms or any subsequent changes to these Terms, you may reject the new changes to Section 15 by sending us written notice, personally signed by you, by certified mail to the attention of Navu’s Legal Department at the at the following address within 30 days of the date such change became effective, as indicated by the “Last Modified” date of the Terms you seek to reject: 415 Cambridge Ave., Suite 14, Palo Alto, California, USA 94306.  Even if you reject a change, you will remain subject to Section 15 of the last version of the Terms you had accepted.
  • Severability.  If, after exhaustion of all appeals, a court finds any part of this Section 15 unenforceable as to any claim or request for a remedy, then you and Navu agree to arbitrate all claims and remedies subject to arbitration before litigating in court any remaining claims or remedies; all other claims (or requests for relief) remain subject to this Section 15, and all other Terms shall continue to be enforceable and valid.
  • Third-Party Beneficiaries.  All Navu Parties are intended third-party beneficiaries of this Section 15.

16. Miscellaneous

  • Supplemental Terms.  When using the Services, you agree to comply with and are subject to any posted guidelines, rules, or supplemental terms applicable to such Services, as may be posted from time to time.  All such guidelines, rules, or terms are hereby incorporated by reference into these Terms.  To the extent that you are asked to review and accept any supplemental terms that expressly conflict with these Terms, the supplemental terms associated with the applicable portion of the Services govern with respect to your use of such portion of the Services to the extent of the conflict.
  • Section Headers.  Section headers are provided for convenience and do not affect the interpretation of any provision or the rights of any party.
  • Entire Agreement; No Assignment.  These Terms, the Privacy Policy, and any other terms expressly incorporated by reference herein form the entire agreement between you and Navu regarding your use of the Services.  These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Navu without restriction.  These Terms operate to the fullest extent permissible by law.
  • No Joint Venture, Partnership, Employment, or Agency Relationship.  You agree that no joint venture, partnership, employment, or agency relationship exists between you and Navu as a result of these Terms or your access to and use of the Services.
  • Severability.  If any provision of these Terms is held to be unlawful, void, or unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
  • No Waiver.  Navu’s failure to enforce any provisions of these Terms or respond to a violation by any party does not waive Navu’s right to subsequently enforce any terms or conditions of these Terms or respond to any violations.  Nothing contained in these Terms is in derogation of Navu’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Navu with respect to such uses.
  • Governing Law; Exclusive Jurisdiction.  These Terms shall be governed by, and construed and interpreted in accordance with, the laws of the State of California (without giving effect to conflict of law principles).  To the extent a lawsuit or court proceeding is permitted under these Terms, you and Navu agree that any dispute will be litigated in the state or federal courts located in Santa Clara County, California, and you and Navu both submit to the personal and exclusive jurisdiction of those courts.  By using the Services, you waive any claims that may arise under the laws of other states, countries, territories, or jurisdictions.

17. Contact

For inquiries or questions regarding these Terms or the Services, please contact Navu at: [email protected] . Support for the Services is available only in English.