Last updated: February 7, 2023
Please read these Individual Traveler Terms of Service (“Agreement”) carefully. This Agreement is a legal agreement between you and Navan, Inc. (“Navan,” “our,” “we”, “us”) and sets forth the terms and conditions governing your access to and use of the Services (as defined below). By accessing or using the Services, you agree to the terms of this Agreement. If you do not agree to all the terms of this Agreement, you may not use the Services.
Navan reserves the right to amend the terms of this Agreement with reasonable notice to you. Your continued use of the Service following the posting of any changes to the Agreement will constitute your acceptance of such changes.
PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION PROVISIONS BELOW. THESE PROVISIONS AFFECT HOW DISPUTES ARE RESOLVED.
1. DEFINITIONS. Any capitalized term used in this Agreement but not defined in this Section will have the meaning given to it elsewhere in this Agreement.
1.1. “App” means the mobile application(s) owned by Navan through which you may access the Services and their content.
1.2. “Fees” means any fees charged for the Services, including Navan platform Fees, Trip Fees, applicable usage-based fees, and any other applicable Services fees. “Fees” do not include any monies you pay for Travel Services.
1.3. “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, trademarks, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.
1.4. “Service(s)” means the online and hosted services provided by Navan through the App or Site (including those allowing you to search for and book travel), as well as any separate professional services. The scope of the Services you purchase may be further described on the Site or in documentation provided to you by Navan.
1.5. “Site” means the Navan website currently located at https://app.navan.com/, as well as any successor websites and their content.
1.6. “Software” means any Navan or third-party software used by Navan to provide the Services.
1.7. “Trip” means the full set of travel reservations--including air tickets, hotel rooms, car rentals, and other ancillary services, in any combination—that are purchased through the Services to enable one (1) trip.
1.8. “Your Data” means any data (including personal data or payment information), information, or materials (e.g., text, sound, video, or image files) you input into the Services and includes Shared Information (defined below).
2. YOUR ACCOUNT; CONDITIONS OF USE
2.1. User Account. To access the features of the Services, you must register for an account (“User Account”) on the Navan Site or App. We reserve the right to refuse registration of, suspend, or terminate your User Account or access to any Services features in our sole discretion. You are responsible for maintaining the confidentiality of your User Account access credentials. You may not share your access credentials or otherwise allow any third party to access your User Account. If you have any reason to believe your User Account is no longer secure, you must immediately notify Navan.
2.2. Conditions of Use. By setting up a User Account, you represent and warrant that (i) you are over 18 years of age; (ii) all information that you provide on or through the Services is true, accurate, and complete; (iv) you will not copy or modify the Services, in whole or in part; and (v) you will comply with all applicable laws (including U.S. export laws), rules, regulations, and court orders.
2.3. Prohibited Activities. You may not engage in any of the following:
Make any false or fraudulent travel reservations;
Engage in any “data mining,” “deep-link,” “page-scrape,” or use “bots/spiders” or similar data gathering and extraction tools or methods in connection with the Services;
Decompile, reverse engineer, disassemble, lease, sell, distribute, or reproduce the Services;
Misrepresent your affiliation with or impersonate any person or entity;
Interfere with or disrupt the Services, including imposing an unreasonable or disproportionately large load on the Services, or attempt to circumvent the Services’ security features;
Frame, mirror or otherwise incorporate any part of the Services into any other application;
Use the Services:
in order to build a competitive product or service or to copy any ideas, features, functions, or graphics of the Services;
in a manner that would violate this Agreement or applicable laws.
in a manner that would violate the rights of any third party, including storing or processing any third party confidential, personal, or payment information into the Services without proper lawful license or permission to do so.
to transmit any bulk or unsolicited commercial communications.
if you are on any government sanctioned or prohibited travel list;
Probe, scan, or test the vulnerability of the Services or any network connected to the Services, or breach the security of the Services or any network connected to the Services; or
Create derivative works based on the Services or otherwise violate Navan’ Intellectual Property Rights.
3. YOUR OBLIGATIONS
3.1. Cooperation and Onboarding. You will provide us with good faith cooperation and access to information as may be reasonably required in order for Navan to provide the Services to you. You will provide complete and accurate information to Navan to establish your User Account. We will not be liable for an incomplete or unsuccessful implementation of your User Account caused by your action, inaction, or lack of cooperation.
3.2. Changes. You will promptly notify us in writing if there are any changes in the information you provided to Navan in connection with the registration of your User Account.
3.3. Telecommunications and Internet Services. You acknowledge and agree that your use of the Services requires access to telecommunications and Internet services. You will be solely responsible for acquiring and maintaining (at your expense) all such services and other requirements to access and use the Services. Navan will not be responsible for any loss or damage of any kind arising from your use of such services or other services provided by third parties.
3.4. License to Your Data. You retain all right, title, and interest in Your Data. You grant Navan the right and license to reproduce, distribute, modify, and adapt Your Data for the purpose of providing the Services to you, including the right to disclose Your Data to Navan’s processors as necessary to provide the Services to you as well as to Travel Providers (as defined in Section 5.1) when necessary to facilitate your purchase or provision of Travel Services (as defined in Section 5.1). Navan may use, display, store, disclose or transfer Your Data as may be required by law or legal process.
3.5. Representations and Warranties Regarding Your Data. With regard to Your Data, you represent and warrant that (1) you own Your Data, or have the necessary license, consent, or permission to authorize Navan to use and distribute Your Data as permitted under this Agreement, and (2) Your Data does not infringe or violate any third party’s rights.
3.6. Acknowledgement. You acknowledge that the Services are not designed, intended, or authorized for use in hazardous or mission-critical circumstances or for uses requiring fail-safe performance or where failure could lead to death, personal injury, or environmental damage, and you will not use the Services for such purposes or under such circumstances.
4.1. Changes. Navan reserves the right to modify, impose limits on, restrict access to, or discontinue the Services at any time, including the availability of any features, databases or content. We may also restrict your access to parts or all of the Services without notice. We will not be liable in any event to you or any other party for any such changes or lack of availability of the Services or Your Data.
4.2. Your Data. The Services are not intended to be a data warehouse or data back-up solution. Navan will not be held responsible for any loss or corruption of Your Data in connection with your use of the Services. We may, at any time without prior notice, remove any of Your Data if we suspect such data violates the Agreement, applicable laws, or the rights of a third party or Navan.
4.3. Illegal Use of the Services. You shall not use the Services in any manner that would violate applicable laws. If your booking or account shows signs of fraud, abuse, or suspicious activity, Navan may cancel any travel or service reservations associated with your name, email address, or account, in addition to our other suspension and termination rights. If you have conducted any fraudulent activity, Navan may take any necessary legal action, and you will be liable for monetary losses to Navan, including litigation costs and damages.
4.4. Algorithm. To help you search for and book travel, the Services make use of certain proprietary algorithms (collectively, the “Algorithm”) that take into account a variety of factors such as your activities, sorting of Travel Services results, availability of special products and discounts, and/or other features. The Algorithm does not determine or affect the price of any Travel Services. You acknowledge that the Algorithm is a dynamic feature of the Services and may display different results in connection with your profile, location, travel dates, and other search and profile elements.
5. TRAVEL SERVICES
5.1. Travel Services. Through the Services, you may receive services from third-party providers of travel and related services (“Travel Services”), such as airlines, hotel operators, rail companies, travel inventory aggregators, travel networks and agencies, and car rental agencies (“Travel Provider(s)”). In order to facilitate the purchase of Travel Services, you authorize Navan to submit certain information, including your name and other personal information and your payment information (collectively, the “Shared Information”), to the Travel Provider to the extent required by the Travel Provider. As an example and by way of illustration only: to facilitate your purchase of an airline ticket, Navan may provide your name, other identifying information, and payment information to the Travel Provider (the airline).
5.1.1. Navan is not responsible for the provision of Travel Services and does not guarantee the correctness of any material, information, or results made available to you by or from Travel Providers, and the presentation of travel inventory through the Services does not constitute a binding contract offer by Navan or the respective Travel Provider. You acknowledge and agree that (i) the purchase of Travel Services may be subject to the terms and conditions, agreements (such as contract of carriage), and privacy and security policies of the specific Travel Provider you select (“Travel Provider Terms”), and (ii) the use of Travel Services will be subject to your compliance with applicable law. Please read Traveler Provider Terms carefully, as they govern the provision of Travel Services by the Travel Providers. You are responsible for, and assume all risk arising from, the selection, use and receipt of any Travel Services. You are solely responsible for the accuracy of all Shared Information you provide to Navan.
5.1.2. Navan takes commercially reasonable measures to check the accuracy of the information and description of the Travel Services displayed on the Services; however, Navan does not guarantee the accuracy or completeness of such information or descriptions, as provided by Travel Providers. Navan disclaims any and all liability for any errors or other inaccuracies relating to the Travel Services. Navan expressly reserves the right to correct any pricing errors on the Services and/or pending reservations made under an incorrect price.
5.1.3. Navan or the Travel Provider may have to verify the following to secure your booking: (i) the validity of the payment card (through a charge of a nominal value that is either refunded within a few days or deducted from the final payment due to the travel supplier) and, (ii) the availability of funds on the payment card (to be confirmed by the bank issuing your credit card).
5.1.4. Navan is not a party to the terms of any contracts agreed between you and the Travel Providers. Navan is not liable for the performance of any Travel Service, any loss or injury to you or a third party resulting from a Travel Service, or any unauthorized use, disclosure, or misuse of any Shared Information by a Travel Provider.
5.2. Travel Risk. By offering reservations for Travel Services via the Services, Navan does not represent or warrant that travel to such areas is advisable or without risk, and Navan is not liable for damages or losses that may result from travel to such destinations. The Travel Providers are not agents, subcontractors, or employees of Navan. Navan disclaims all liability relating to the actions or inactions of Travel Providers or to any Travel Services, including any liability arising from the use or disclosure of any Shared Information and from any actions or inactions that result in any personal injuries, death, property damage, or other damages. Navan has no liability to you and will make no refund in the event that any delay, cancellation, overbooking, strike, Force Majeure Event, or other cause that impacts any Travel Services.
6. PAYMENTS; TAXES
6.1. Payment of Fees. You will pay all applicable Fees using the payment method you selected. You are responsible for maintaining complete and accurate billing and contact information and notifying Navan of any changes to such information. You represent and warrant you are authorized to use the payment instrument provided, and that any and all Fees may be billed to that instrument and will not be rejected. Navan may change Fees or charge additional Fees at any time by posting an update to the Services or otherwise providing notice to you.
6.2. Taxes. Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). You will be responsible for payment of all Taxes associated with your purchase of Services and any related interest and/or penalties resulting from any Fees, other than any taxes based on Navan’s net income, property, or employees. You are responsible for all withholding tax: Taxes will not be deducted from your payments to Navan, except as required by applicable law, in which case you will increase the amount payable as necessary so that, after making all required deductions and withholdings, Navan will receive and retain an amount equal to the amount Navan would have received had no such deduction or withholding been made. Upon Navan’s request, you will provide proof of withholding tax remittance to the applicable tax authority. Both parties agree to apply any applicable tax treaty and provide the necessary documentation for application of such treaty, where applicable, to reduce the withholding tax. With respect to Taxes charged on or applicable to the purchase or sale of Travel Services, Navan will reflect such Taxes in invoices and/or in the reporting available to you on the Services, and you will be responsible for the payment of all such Taxes.
6.3. Local Currency. All Fees will be billed and charged in USD unless otherwise stated. Any currency conversion required for Trip Fees will be undertaken at the time of the purchase, at the exchange rate applicable at that time. To the extent a currency conversion is required for Fees that are invoiced to you, the conversion will be undertaken at the last day of the invoice period, at the exchange rate applicable at that time. All currency conversions will be made using exchange rates listed publicly on the OANDA service.
6.4. Late Payments. If Navan is unable to obtain payment of any Fees via the payment information on file or if payment of Fees is otherwise overdue, Navan may, in its discretion: (i) apply interest on past due amounts at the rate of one and one half percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Navan; and (ii) suspend or terminate your access to the Services. Except as otherwise required by law, Fees are non-refundable.
6.5. Disputed Fees. You may dispute any Fees by contacting [email protected] within thirty (30) days after the Fees are invoiced or are posted to your account (as applicable). Navan will review the dispute and address the disputed item(s) in its reasonable discretion. Fees not disputed within the thirty-day period will be deemed to have been agreed to by you.
7. OWNERSHIP; LIMITED LICENSE
7.1. Navan Property. As between Navan and you, the Services, Site, App, and Software (and all copies of the Software), and all Intellectual Property Rights therein or relating thereto, are and will remain the exclusive property of Navan or its third-party licensors, including visual interfaces, graphics, design, compilations, computer code, and all other elements of the Services, Site, App, and Software. Navan reserves all rights to the foregoing not expressly granted in the Agreement.
7.2. Limited Right to Use Services. Subject to the terms of this Agreement, Navan grants you a personal, non-transferable, non-exclusive, and revocable right to access and use the Services for your individual, non-commercial purposes.
7.3. Feedback. If you submit suggestions, ideas, comments, or questions containing product feedback about or posted through the Services (“Feedback”), you grant Navan and its affiliates a worldwide, non-exclusive, royalty-free, perpetual, and irrevocable right to use (and full right to sublicense), reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, and display such Feedback in any form. For clarity, Feedback will not contain any confidential information or Your Data. You will have no intellectual property right in the Services as a result of Navan’s incorporation of Feedback into the Services.
8. CONFIDENTIALITY AND SECURITY
8.1. Confidentiality. Our communications to you and the Services may contain Navan confidential information. Such confidential information may include business, technical, financial or other information that is marked confidential or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed. If you receive any such confidential information, then you will not disclose it to any third party without our prior, written consent and will not use such confidential information for any purpose other than fulfilling your obligations and exercising your rights under this Agreement. Our confidential information does not include information that you independently developed, was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose our confidential information when compelled to do so by law if you provide reasonable prior notice to us, unless a court orders that you cannot so provide notice.
Unless otherwise required by applicable law, immediately upon termination of this Agreement for any reason, you must: (i) cease the use of all confidential information; and (ii) delete, and upon request certify that it has deleted, all documents and other materials in your possession or control containing, recording, or constituting confidential information.
8.2. Security. Navan will maintain appropriate information security practices for Navan’s systems used to provide the Services, including reasonable security procedures and practices appropriate to the nature of the information, and Navan will comply with applicable data protection laws.
Navan makes no representations concerning the Services, content contained in or accessed through the Services, or results obtained from the Services. We will not be responsible or liable for the accuracy, compliance, or legality of such material. TO THE FULLEST EXTENT ALLOWED BY LAW: (i) THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, (ii) WE DISCLAIM ALL SUCH WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND (ii) WE DISCLAIM ALL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, LEGALITY, OR OPERABILITY OF THE SERVICES, AND (iii) BY USING THE SERVICES, YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY HARM RESULTING FROM: (a) USE OF THE SERVICES; (b) DOWNLOADING INFORMATION FROM OR TRANSACTING THROUGH THE SERVICES; (c) THE ACTS OR OMISSIONS OF THIRD PARTIES (INCLUDING TRAVEL PROVIDERS AND SITES LINKED TO FROM THE SERVICES); (d) UNAUTHORIZED DISCLOSURE OF CONTENT, MATERIAL, OR DATA THROUGH THE SERVICES; AND (e) THE INABILITY TO ACCESS OR RETRIEVE ANY DATA FROM THE SERVICES, INCLUDING ANY HARM CAUSED BY VIRUSES OR ANY SIMILAR DESTRUCTIVE PROGRAM. YOU ASSUME THE ENTIRE RISK OF LOSS AND DAMAGE DUE TO YOUR ACCESS OR USE OF THE SERVICES OR DATA PROVIDED THROUGH THE SERVICES.
10. TERM AND TERMINATION
10.1. Term. This Agreement begins on the date you first use the Services and will continue as long as you access them or have a User Account, unless earlier terminated as provided in this Agreement.
10.2. Termination. You may terminate your use of the Services and this Agreement at any time by closing your account; please note that you will remain liable for all Fees outstanding (including any fees for the remainder of any then current subscription term). We may terminate or suspend any and all Services immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. In the event that you terminate due to breach by Navan, you will be entitled to a pro-rated refund of unused, prepaid Fees as of the date of termination.
10.3. Effect of Termination. Upon termination or expiration of this Agreement, your right to use the Services and access Your Data through the Services will immediately cease. You are responsible for downloading Your Data, if any, and/or reporting available within the Services prior to the date of expiration or termination.
10.4. Survival. Upon termination or expiration of this Agreement, any provision which, by its nature or express terms should survive, will survive, including, specifically, Sections 1, 7.1, 7.3, 8, 9, 10.3, 10.4, 11, 12, 14, and 15.
You will indemnify and hold Navan, its directors, officers, employees, agents, and representatives harmless from any liabilities, losses, damages and expenses, including court costs and reasonable attorneys’ fees, associated with any claim made by a third party due to or arising out of: (i) your access to or use of the Services, (ii) your violation of this Agreement, (iii) your infringement, or the infringement by any third party using your account, of any Intellectual Property Rights, or other right of any person or entity, (iv) your breach of any applicable Travel Provider Terms, (v) Your Data or any other materials provided to us, including any third party claims relating to your disclosure of personal data to us, and (vi) your gross negligence, willful misconduct, or fraud. For the purpose of this Section 11, any losses suffered by Navan’s directors, employees, agents, and representatives is deemed a loss suffered by Navan.
12. LIMITATION OF LIABILITY
12.1. Exclusion of Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, EXCEPT WITH RESPECT TO A PARTY’S: (i) BREACH OF CONFIDENTIALITY OBLIGATIONS, (ii) VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (iii) VIOLATION OF APPLICABLE LAWS, (iv) INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, OR (v) GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.
12.2. Liability Cap. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NAVAN’S AGGREGATE LIABILITY TO YOU EXCEED THE GREATER OF: (i) THE TOTAL FEES YOU PAID TO NAVAN IN THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM OR ACTION, OR (ii) $100.
13.1. Infringement. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, we have a policy of terminating, in appropriate circumstances and in our sole discretion, users who are deemed to be repeat infringers. We may also terminate the accounts of any users who infringe any Intellectual Property Rights of others, whether or not there is any repeat infringement.
13.2. Reporting. If you think anyone has posted material to the Site or Services that violates any copyrights or other Intellectual Property Right, then you can notify us at [email protected] Upon receipt of such complaint, we may take whatever action, in our sole discretion, we deem appropriate, in accordance with applicable law (including with the safe harbor provisions of the DMCA). Please see 17 U.S.C. §512(c)(3) for notification requirements under the DMCA. We may give notice of a claim of copyright infringement to users by means of a general notice on the Services, electronic mail, or by written communication.
14. BINDING ARBITRATION AND CLASS ACTION WAIVER
14.1. Binding Arbitration and Class Action Waiver. In the event of a dispute, you and Navan agree to try for 60 days, upon receipt of a Notice of Dispute, to resolve it informally. If we can’t, you and Navan agree to binding individual arbitration before the American Arbitration Association ("AAA") under the Federal Arbitration Act ("FAA"), and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide, and the arbitrator’s decision will be final except for a limited right of review under the FAA. Class action lawsuits, class-wide arbitrations, private attorney-general actions, requests for public injunctions, and any other proceeding or request for relief where someone acts in a representative capacity aren’t allowed. Nor is combining individual proceedings without the consent of all parties. All terms capitalized but not defined in this Section 14 will have the meaning ascribed to them in the applicable AAA rules, currently available at https://www.adr.org/Rules (“AAA Rules”).
14.2. Disputes Covered. The term "dispute" is as broad as it can be. It includes any claim or controversy between you and us concerning the Services, your account, Trips, Travel Providers, or anything else under this Agreement under any legal theory, except disputes relating to the enforcement or validity of your, your licensors’, our, or our licensors’ Intellectual Property Rights or confidential information.
14.3. Required Notice. If you have a dispute that can’t be resolved and you wish to pursue arbitration, you must first send an individualized Notice of Dispute to Navan, ATTN: Legal, 3045 Park Blvd., Palo Alto, CA 94306, with an email copy to [email protected] This Notice of Dispute is a prerequisite to initiating any arbitration. Any applicable statute of limitations will be tolled from the date of a properly submitted individualized Notice of Dispute through the first date on which an arbitration may properly be filed under this Section 14.
14.4. Small Claims Court Option. Instead of sending a Notice of Dispute, either you or we may sue the other party in small claims court seeking only individualized relief, so long as the action meets the small claims court’s requirements and remains an individual action seeking individualized relief. The small claims court must be in your county of residence (or, if a business, your principal place of business).
14.5. Commencing arbitration. To initiate arbitration, you must file the Demand for Arbitration with the AAA as specified in the AAA Rules. The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879. You must send the written Demand for Arbitration to Navan, ATTN: Legal, 3045 Park Blvd., Palo Alto, CA 94306, with an email copy to [email protected], concurrent with filing the Demand with AAA. Arbitration will be conducted by a single arbitrator selected in accordance with the AAA Rules or by mutual agreement. The arbitrator will apply the law of the state of California, regardless of conflict of laws principles, except that the FAA governs all provisions relating to arbitration. The Arbitration shall be held either: (i) at a location determined by AAA pursuant to the AAA Rules (provided that such location is reasonably convenient for you); (ii) at such other location as may be mutually agreed upon by you and us; (iii) via videoconference; or (iv) at your election, if the only claims in the arbitration are asserted by you and are for less than $40,000 in aggregate, by telephone or by written submission.
14.6. Attorneys’ fees and costs. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules, and where appropriate, limited by the AAA Consumer Rules. In order to initiate arbitration, each party will be responsible for paying the filing fees required by the AAA. In the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, or you would otherwise be eligible for a fee waiver in court, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the costs of litigation, regardless of the outcome of the arbitration, unless the arbitrator determines that your claim(s) were frivolous or asserted in bad faith. Either party may make a request that the arbitrator award attorneys’ fees and costs upon proving that the other party has asserted a claim, cross-claim, or defense that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous, as allowed by applicable law and the AAA Rules.
14.7. Severability. If, after exhaustion of all appeals, a court finds any part of this Section 14 unenforceable as to any claim or request for a remedy, then the parties agree to arbitrate all claims and remedies subject to arbitration before litigating in court any remaining claims or remedies (such as a request for a public injunction remedy, in which case the arbitrator issues an award on liability and individual relief before a court considers that request). Otherwise, if any other part of Section 14 is found to be unenforceable, the remainder will remain in effect (with an arbitration award issued before any court proceeding begins).
15.1. Governing Law. This Agreement and all matters arising out of or relating to the Agreement are governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to principles of conflicts of laws.
15.2. Waiver. The waiver by either party of any default or breach of the Agreement will not constitute a waiver of any other or subsequent default or breach.
15.3. Notices. Any notices provided by Navan under the Agreement will be given (i) via email; or (ii) by posting to the Services. For notices by e-mail, the recipient will be the e-mail address you provided, and the date of receipt will be the date on which such notice is transmitted.
15.4. Severability. Each of the provisions of this Agreement is separate and severable and enforceable accordingly. If any provision of the Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect and the invalid, illegal, or unenforceable provision in any other jurisdiction shall not in any way be affected or impaired.
15.5. Force Majeure. Navan will not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond its reasonable control, which may include without limitation denial-of-service attacks, strikes (except by its own employees), shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, Navan will be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues.
15.6. Relationship Between the Parties; No Third Parties. Nothing in the Agreement may be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent. The Agreement is for the sole benefit of the signatories and is not intended to benefit any third party. Only the parties may enforce the Agreement.
15.7. Assignment; Upgrade. You may not assign or transfer this Agreement, in whole or in part, to any party without our prior written consent. We may assign or transfer this Agreement and any or all of its rights and obligations without consent. In the event you or your employer upgrades your Services to an enterprise or similar subscription subject to separate terms, this Agreement will terminate and your use of the Services will be governed by such separate terms.
15.8. Entire Agreement; Translated Versions. The Agreement, together with any attached or referenced documents, constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of the Agreement. The Agreement is binding in the English language only. The English language version of the Agreement will control in the event of a conflict or inconsistency with any translated version. Any version of the Agreement in any other language is for convenience only.
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