NAVAN EDGE SERVICES AGREEMENT
Last Updated: April 12, 2026
This services agreement (“Agreement”) forms a legal agreement between you (“you” or “your”) and Navan, Inc. (“Navan”) and sets forth the terms and conditions governing access to and use of the Services (as defined below), including the Navan Edge Services (as defined below). Navan may update this Agreement at any time with reasonable notice to you. Your continued use of the Services following such date shall constitute your acceptance of such Agreement. If you do not agree to all of this Agreement, you may not use the Services.
Your access to and use of any of the Services requires both Navan's express offer of that Service to you and your formal agreement to use that Service.
PLEASE READ THE BINDING ARBITRATION AND CLASS ACTION PROVISIONS IN SECTION 15 BELOW. THESE PROVISIONS AFFECT HOW DISPUTES ARE RESOLVED.
1. DEFINITIONS
1.1 “Affiliate” means, with respect to a party, any entity that is controlled by, controls, or is under common control with such party, where “control” means the ownership, directly or indirectly, of more than 50% of the shares entitled to vote for the election of directors.
1.2 “App” means any mobile application owned by Navan that provides access to the Services.
1.3 “Booking Services” means the travel and booking services or the NavanEdge Services provided by Navan through the App or Site, which include the functionality for Users to search for and book travel and other hospitality related services, when available, and to access customer support, as well as administrative functionality including real-time reporting, and traveler tracking.
1.4 “Confidential Information” means any written, machine-reproducible, and/or visual materials that: (i) are clearly labeled as confidential; (ii) are identified as confidential at the time of their disclosure or in a writing provided within 30 days after disclosure; or (iii) should reasonably be understood to be confidential given the nature and circumstances of disclosure; except that Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) the receiving party can demonstrate it independently developed with written evidence.
1.5 “Fees” means any fees for the Services, as specified on an applicable invoice or as otherwise specified by Navan. Fees do not include any monies paid for Provider Services (defined in Section 5.2), Reward Program Funds (defined in Section 5.4.1), or Charges (defined in Section 6.3).
1.6 “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.
1.7 "Navan Edge Rewards Point(s)": Point(s) accrued, redeemed, or otherwise used in connection with the Navan Edge Rewards Program. Navan Edge Rewards Points are not an award or promotional gift card, and have no cash value.
1.8 "Navan Edge Rewards Program" means the frequent traveler rewards program offered to Navan Edge users.
1.9 "NavanEdge Services" means Navan’s interactive, generative AI-powered travel agent service that provides concierge-style booking services for travel and other hospitality related services.
1.10 "Qualifying Booking" means a specially designated Travel Service, as determined by Navan, that is purchased solely by using real currency by a User through the Navan Edge Services.
1.11 “Request” is a single support request, whether addressed across one or multiple interactions (e.g., email messages, calls). For clarity, a single Trip may have more than one Request.
1.12 “Service(s)” means the services provided by Navan through the App or Site, as well as any separate professional services.
1.13 “Site” means the Navan website that provides access to the Services, currently located at https://app.navan.com/.
1.14 "Software" means any Navan or third-party software used by Navan to provide the Services.
1.15 "Tier Status": means the level of membership (e.g., Member, Preferred, Elite) achieved by you in the Navan Edge Rewards Program based on your Qualifying Booking activity.
1.16 "Travel Provider(s)" means third-party suppliers of travel and related services.
1.17 "Travel Services" means the travel and related services provided by Travel Providers.
1.18 “Trip” means the full set of travel reservations that are purchased to enable a single personal or business trip, such as air tickets, hotel rooms, car rentals, and other ancillary services, in any combination.
1.19 “User” means you as an individual user of the Services.
1.20 “User Data” means any data: (i) provided by you into the Services, including conversations within the Services; or (ii) that you authorize Navan to collect from third parties that is related to you for the provision of the Services. User Data is your Confidential Information.
2. YOUR ACCOUNT. You are responsible for: (i) maintaining the confidentiality of your account access credentials; and (ii) the security of the systems and networks that you use to access the Services. To the extent allowed by law, you accept responsibility for all activities authenticated through your access credentials. If you have reason to believe that your account is no longer secure, or has been accessed by a third party, then you shall notify Navan as soon as possible.
3. OBLIGATIONS
3.1 Cooperation and Assistance. You shall: (i) provide Navan with good faith cooperation and access to such information and, to the extent applicable, personnel as may be reasonably required by Navan in order to provide the Services; and (ii) carry out all your responsibilities in a timely manner.
3.2 Customer Onboarding. You shall provide complete and accurate information to Navan to establish an account and, as applicable, an account with 1 or more PSPs for Navan Payment Services. You authorize Navan to share such information and transaction data with such PSP(s). Navan will provide a secure transmission method to collect and share this information. You consent to receive electronic notices, disclosures, and statements ("Communications") from Navan and any applicable PSP(s). Eligibility to receive Services may be predicated on your consent to receive Communications.
3.3 Material Changes. You must notify Navan promptly, but in any event within ten (10) business days, if there are any material changes in the information that you provided to Navan, such as jurisdiction of registration, ownership structure, tax identification, financial condition, or administrative point of contact. You must also notify Navan immediately, but in any event within two (2) business days, if you become insolvent, make an assignment for the benefit of creditors, cease to do business, or if any bankruptcy, reorganization, arrangement, insolvency, liquidation proceeding, or other proceeding under any bankruptcy or other law for the relief of debtors is instituted by or against you. Upon Navan’s request, you will promptly provide updates to the information that was previously provided to Navan and other information reasonably related to the Services provided by Navan.
3.4 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 shall not use the Services under such circumstances.
3.5 Telecommunications and Internet Services. Your access to the Services requires telecommunications and internet services, for which you are solely responsible.
3.6 User Data. As between you and Navan, you will retain all right, title, and interest in User Data. Navan may use, reproduce, distribute, store, and modify User Data, including disclosing User Data to sub-processors and third parties, for the purpose of providing and improving the Services. Navan may use, during and after the Term (defined below), data that does not identify you or a User for its own business purposes, such as operating and improving the Services, and developing new products and services.
4. NAVAN SERVICES (GENERALLY)
4.1 Services. Navan will provide the Services in accordance with this Agreement, commencing on the date you begin using the Services until this Agreement expires or is otherwise terminated hereunder. You may only use the Services for your internal business purposes, and may not provide access to the Services to third parties. Navan does not warrant or represent that its Services will always be available or that your use will be uninterrupted, that it will have particular types of travel inventory available or that you will be able to integrate the Services with those of a third-party.
4.2 Restrictions. You shall not attempt to interfere with or disrupt the Services, Site, App, or Software or attempt to gain unauthorized access to any associated systems or networks. You shall not allow anyone to access or use the Services. You shall not (nor authorize any other party to): (i) use the Services in a fraudulent manner or for any unlawful purpose, (ii) send any personal information of any individual under 18 or allow minors to use the Services; (iii) compromise the privacy of others, (iv) copy, modify or distribute any portion of the Services, Site, App, or Software; (v) rent, lease, or provide access to the Services on a time-share or service bureau basis; (vi) modify, data scrape, reverse engineer, disassemble, or decompile any portion of the Services, Site, App, or Software; (vii) use the Services to build a competitive product or services; (viii) create derivative works based on the Services or otherwise infringe Navan’s Intellectual Property Rights; or (ix) attempt to transfer any of your rights hereunder, except as specified in Section 18.7.
4.3 Acceptable Use Policies. You shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations, and the rights of others. You may not use the Services in any manner that would violate the rights of any third party, such as storing or processing any third party confidential, personal, or payment information into the Services without proper lawful license or permission to do so. You shall not use the Services to transmit any bulk unsolicited commercial communications. You shall keep confidential and shall not disclose to any third parties any user identifications, account numbers, or account profiles.
5. BOOKING SERVICES
5.1 Algorithm and Sort Order. The Booking Services make use of certain proprietary algorithms (collectively, “Algorithm”) that determine sort order by taking into account a variety of factors such as your policy and dynamic travel policy limits, User profiles and behavior, current market conditions, market price, Price to Beat, availability and amount of Rewards, applicability of Provider Services, availability of special products and discounts, and commissions or other compensation that may be paid to Navan from its travel or other partners. The Algorithm does not determine or affect the price of any Provider Services. You acknowledge that the Algorithm is a dynamic feature of the Booking Services and may display different results in connection with different users, locations, travel dates, and other search and profile elements. Further, you acknowledge that the Algorithm may not always be accurate, complete, or error-free.
5.2 Provider Services.
5.2.1 Through the Booking Services, you may purchase travel-related or other hospitality related services (“Provider Services”) from third-party providers, such as airlines, hotel operators, rail companies, travel inventory aggregators, travel networks and agencies, car rental agencies and, to the extent available, restaurant reservation and dining services (“Providers”), who may require a separate agreement with You for their provision of the Provider Services (“Provider Terms”). In order to facilitate the purchase of Provider Services, you authorize Navan to submit information, such as User Data, and the applicable payment information (collectively, the “Shared Information”) to the Provider to the extent required by the Provider or as requested by you. For example, to facilitate a User’s purchase of an airline ticket, Navan may provide the User’s name as well as other identifying and payment information to the airline.
5.2.2 Navan is not responsible for the provision of Provider Services and does not guarantee the correctness of any material, information, or results made available to you by or from Providers, and the presentation of inventory through the Booking Services does not constitute a binding contract offer by Navan or the respective Provider. You acknowledge and agree that: (a) the purchase of Provider Services may be subject to the terms and conditions, agreements (such as contract of carriage) or other Provider Terms, and privacy and security policies of the specific Provider you select; (b) if you book on behalf of others, you will: (i) only do so with authorization, (ii) obtain their agreement to the applicable terms, and (iii) be responsible for all payments and other matters relating to the booking; and (c) the use of Provider Services will be subject to your compliance with applicable law, including US export and sanctions laws and regulations. You are solely responsible for, and assume all risk arising from, the selection, use, and receipt of any Travel Service. You are responsible for the accuracy of all Shared Information provided to Navan.
5.2.3 Navan takes commercially reasonable measures to check the accuracy of the information and description of the Provider Services displayed on the Booking Services (including, without limitation, the pricing, photographs, list of hotel or other amenities, general product descriptions, etc.); however, Navan does not guarantee the accuracy or completeness of such information, as provided by Providers. Navan will not be liable for any errors or other inaccuracies relating to the Provider Services except to the extent such errors are caused by or introduced by an act or omission of Navan. Navan reserves the right to correct any pricing errors on the Booking Services and/or pending reservations made under an incorrect price.
5.2.4 Navan will not be liable for the performance of any Provider Service, any loss or injury to any User resulting from a Provider Service, or any unauthorized use, disclosure, or misuse of any Shared Information by a Provider.
5.2.5 If you have a dispute with a Provider, you agree that you will not involve, hold liable, or make any claim against Navan. If you are a California resident, you waive California civil code section 1542, which says: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
5.3 Travel Risk. By offering travel reservations via the Booking Services, Navan does not represent or warrant that the travel is advisable or without risk and is not liable for damages or losses that may result from such travel. Providers who offer travel services are not agents, subcontractors, or employees of Navan and they determine your rights to cancel or modify a booking. Navan disclaims all liability relating to the actions or inactions of Providers or to any Provider Services, including any actions or inactions that result in any personal injuries, death, property damage, or other damages to you. 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 impacts any Provider Services.
5.3.1 You may enable your participation in the Navan Edge Loyalty Wallet, which is subject to Navan Edge Loyalty Program Terms and Conditions
5.3.2 Tier Status - you may be awarded a tier status, which is determined at Navan’s sole discretion and may be modified or revoked at any time.
6. AI SERVICES
This section apples to the use any of the artificial intelligence (AI) services provided by Navan, including Navan Edge Services (collectively, “AI Services”)
6.1 Representations and Warranties. You represent and warrant that: (i) you are over 18 years of age, (ii) you will not: (a) use the AI Services in a fraudulent manner, for any unlawful purpose, or in a way that compromises the privacy of others, and (b) you will not disclose any personal information of any individual under 18 to the AI Services or allow minors to use the AI Services, and (iii) if you are booking on behalf of others, you will: (a) only do so with authorization, (b) obtain their agreement to the applicable terms, and (c) be responsible for all payments and other matters relating to the booking.
6.2 Scope. AI Services leverage third-party large language model(s) and associated artificial intelligence systems (“Third-Party AI”) to facilitate AI Services. By directing the AI Services or a Navan human customer support agent to initiate a booking or take another action on your behalf, you acknowledge that you are authorizing the AI Services, including the Third-Party AI and Navan to execute that booking or take such action.
6.3 Inputs and Outputs. “Inputs” refer to any data, commands, or information that are provided to the AI Services. For clarity, Inputs may include travel or other related preferences, current or prior booking or other reservation or activity details (such as dates, locations, and service selections), personal information, payment details, and any additional queries or instructions necessary to utilize AI Services. AI Services process these Inputs to generate recommendations and complete your booking or other requested action, including restaurant reservations if applicable (collectively, “Outputs”). AI Services may produce errors or omissions. You are solely responsible for: (i) reviewing and verifying all Outputs for accuracy and appropriateness before making any final decisions, (ii) all use of the Outputs. You represent and warrant that you have all rights, licenses, and permissions required to provide Inputs to the AI Services.
6.4 Intellectual Property Rights. All Outputs, whether itineraries, videos, photos, or other informational content, are the exclusive property of Navan and its licensors. You are granted a limited, revocable, non-exclusive, and non-transferable license to use the Outputs solely for personal purposes related to your consumption of the Services.
6.5 Data Usage Rights. By using AI Services, you irrevocably grant Navan, and its Affiliates, the right to use any Inputs and/or Outputs in connection with providing and improving AI Services. This grant includes the rights to analyze, store, transform, and utilize such data for the purposes of improving, training, and refining Navan’s AI systems, models and related products, without any obligation of compensation. Navan may share data and information, including Inputs and Outputs, with third party partners and Providers in order to provide personalized booking or other services that may be integrated with AI.
6.6 Restrictions. You will not: (i) engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components of the AI Services or Third-Party AI (except to the extent these restrictions are contrary to applicable law), (ii) use Outputs to develop any artificial intelligence models that compete with the AI Services or Third-Party AI, or (iii) generate or promote disinformation, misinformation, or false online engagement (e.g., comments, reviews) or impersonate another individual or organization without consent or legal right.
6.7 NavanEdge Services. NavanEdge Services include presenting options and booking functionality aligned with Users specific requests for Provider Services such as hotels, flights and other related travel or hospitality needs, including restaurant reservations. You understand and acknowledge that NavanEdge Services may curate search results and display offers that are different from other Navan Booking Services because they are based on your prior booking activity on Navan and you may not be presented with all possible travel options.
6.7.1 Restaurant Reservation Services. Navan Edge Services may include third party features that allow you to discover, make, and manage restaurant reservations through third-party restaurant reservation platform(s) (“Reservation Provider”) that have been integrated into our Navan Edge Services (“Restaurant Reservation Services”).
6.7.1.1 Use of Restaurant Reservation Services. When you use the Restaurant Reservation Services, you may be redirected to or your data may be shared with a Reservation Provider in order to make and manage your reservation. Navan is not responsible for the content, functionality, accuracy, or availability of the Restaurant Reservation Services and is not responsible for any losses or damages that may result from your use of the Restaurant Reservation Services. Any disputes or issues regarding reservations made through the Restaurant Reservation Services must be addressed with the Reservation Provider directly. 6.7.1.2 Use of Restaurant Reservation Services. When you use the Restaurant Reservation Services, you may be redirected to or your data may be shared with a Reservation Provider in order to make and manage your reservation. Navan is not responsible for the content, functionality, accuracy, or availability of the Restaurant Reservation Services and is not responsible for any losses or damages that may result from your use of the Restaurant Reservation Services. Any disputes or issues regarding reservations made through the Restaurant Reservation Services must be addressed with Reservation Provider directly.
6.7.2 NavanEdge Beta. The NavanEdge Services are Beta Services and subject to the Beta Services terms below. They are pre-release, in development and may contain bugs or errors, be feature incomplete, and materially change. Navan may never commercially release the NavanEdge Services.
7. PAYMENTS; TAXES; RIGHT TO DISPUTE PAYMENTS
7.1 Payment of Fees. You shall pay the Fees, if applicable, as set forth by Navan, in full and without any deduction, withholding, or set off, in accordance with this Agreement, using the method selected on the Navan Site. You are responsible for maintaining complete and accurate billing and contact information and notifying Navan of any changes to such information. Navan may set off any amounts that you owe Navan against any amounts that Navan owes you. Navan reserves the right to increase Fees upon notice.
7.2 Payment by Bank Transfer. In the event you make a payment by bank transfer, you shall maintain sufficient funds or credit in the designated account(s) to cover and timely make such payments, and shall direct the applicable financial institution to authorize such payments. You shall reimburse Navan for any bank charges incurred by Navan if a payment is denied due to insufficient funds. The parties shall follow the process required for each payment method. For example:
7.2.1 For payments made by customer-initiated bank transfer (“Credit Transactions”), including ACH Credit, Navan shall provide an invoice in advance of the payment due date and you shall initiate payment to Navan from the designated bank account to cover the payment due, on or before the due date.
7.2.2 For payments made by Navan-initiated bank transfer (“Auto Debit”), including ACH Auto Debit, Navan shall provide an invoice in advance of the payment due date and Navan will then initiate a debit transaction on the designated bank account on the payment due date. Selection of Auto Debit constitutes authorization for Navan to initiate such debit transactions. Navan may draw or transmit funds to its own order for any payments.
7.3 Management Fee. For certain services or features, Navan’s preferred payment method is Auto Debit. You may, however, elect to use Credit Transactions or another payment method for such payments; provided, however, that Navan may charge a service fee (the “Management Fee”).
7.4 Taxes. Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges, such as VAT (collectively, “Taxes”). Other than any taxes based on Navan’s net income, property, or employees, you shall be responsible for payment of all Taxes associated with your purchase of Services, including any interest and/or penalties resulting from non-payment of Taxes. If Navan is legally required to collect and remit Taxes for which you are responsible, Navan will state such Taxes separately on an invoice, and you shall pay the Taxes to Navan, unless you provide Navan with a valid tax exemption certificate with order. If Navan is not legally required to collect and remit Taxes for which you are responsible, there will be no Taxes stated on the invoice, and you shall self-assess and remit all taxes to the appropriate governing authority. For all non-USA based transactions, you shall self-assess any related Taxes, such as VAT and GST. 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 shall 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. The 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 Provider Services, Navan will reflect such Taxes in invoices and/or in the reporting available on the Navan Site, and you shall be responsible for the payment of all such Taxes.
7.5 Local Currency. All Fees will be billed and charged in USD unless otherwise stated. Fees will be invoiced in the currency indicated. Any currency conversion required for 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.
7.6 Late Payments. If Navan is unable to obtain payment of any Fees or Charges via the payment information on file or if payment of Fees or Charges is otherwise overdue, Navan may, in its discretion: (i) apply interest on past due amounts at the rate of 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; (ii) debit from your Reserve Amount, if applicable; and/or (iii) suspend Customer’s access to the Services if Fees or Charges remain overdue after reasonable notice (no less than 14 days for Fees; no less than 3 days for Charges) is provided to you. Fees and Charges are non-refundable.
7.7 Disputed Fees or Charges. Navan shall not pursue its rights under Section 9.6 with respect to Fees or Charges that are under a reasonable, good faith dispute, where the parties are cooperating diligently to resolve. Fees or Charges may be disputed by contacting ar@navan.com within 30 days after the Fees or Charge are invoiced or are posted to your account (as applicable). Navan will review and address the dispute in its reasonable discretion. Fees and Charges not disputed within the 30 days will be deemed to have been accepted by you.
8. NAVAN EDGE REWARDS PROGRAM
8.1 Participation in the Navan Edge Rewards Program is available to an individual with an active Navan Edge account, as permitted by Navan.
8.2 Accrual of Navan Edge Rewards Points. Users may accrue Navan Edge Rewards Points as permitted by Navan, by purchasing a hotel reservation Qualifying Booking, participating in an eligible promotion. Navan Edge Reward Points are earned based on a booking’s base rate and do not apply to any taxes, fees, or other charges, including any additional fees charged directly by the travel supplier at the time of travel or stay.
8.2.1. Timing. Navan Edge Rewards Points accrue upon (1) the User’s completion of the Qualifying Booking, or (2) the User’s completion of all promotion requirements.
8.2.2 Disputes. Any claims for Navan Edge Rewards Points must be received by Navan within twelve (12) months after the date claimed to be earned. Navan reserves the right to adjust account balances if Navan Edge Rewards Points were credited in error.
8.2.3 Inquiries. Direct questions regarding accrual to support@navan.com.
8.3 Redemption of Navan Edge Rewards Points. Navan Edge Rewards Points may be redeemed for Amazon gift cards or other goods or services as specified by Navan.
8.3.1 Availability: Navan may alter or discontinue providing of Navan Edge Rewards Points at any time, in its sole discretion, and it may modify, cancel or limit the redemption criteria for Navan Edge Rewards Points at its discretion.
8.3.2 Third-Party Terms: Amazon gift cards are subject to the additional terms and conditions, contracts, costs, and/or fees between the User and Amazon.
8.4 Reinstatement of Navan Edge Rewards Points. In the event that a Travel Service obtained through the redemption of Navan Edge Reward Points earned through a Qualifying Booking is subsequently changed or cancelled, the Reward Points redeemed in connection with the cancelled or changed Travel Service may be reinstated to the User’s active Navan Edge Rewards Points balance. If you no longer have an active Navan Edge Rewards Account, including because your Navan Edge account has been closed or terminated, then no Navan Edge Reward Points will be reinstated to your former Navan Edge Rewards Points balance, and you will lose any such Navan Edge Reward Points.
8.5 Expiration / Forfeiture. Your accrual of Navan Edge Reward Points is not a guarantee of the ability to redeem Navan Edge Reward Points.
8.5.1 A User’s Navan Edge Rewards Points shall be forfeited pursuant to: (a) these Rules, (b) applicable laws or regulations, (c) the User’s requested closure of their Navan Edge Account, (d) the death of the User, (e) the failure of the User to respond to repeated communication attempts, or (f) the termination of the User’s participation in the Navan Edge Rewards Program.
8.5.2 Expiration: Navan Edge Navan Edge Rewards Points expire after twenty four (24) months without making a booking via Navan Edge.
8.5.3 No Warranties. Navan is not responsible for and makes no warranty with respect to the quality of any Navan Edge Rewards, or their suitability to a specific use. Navan Edge Rewards are supported by the warranties, if any, of their individual providers.
8.5.4 The sale, barter or other transfer or attempted sale, barter, or other transfer of any Navan Edge Reward Points, other than as authorized by Navan, is expressly prohibited. Any Navan Edge Reward Points sold, bartered, or otherwise transferred is in violation of these Rules and any Navan accounts or Users involved in such sales, barters, or other transfers may be subject to closure. The acquisition, use, transfer or attempted acquisition, use or transfer of Navan Edge Reward Points that have been acquired by purchase, barter, or other transfer in violation of these Rules may result in suspension or termination of the Employer’s or User’s access to the Loyalty Wallet Program.
8.6 Tax liability. You are responsible for payment of all taxes and associated legal responsibilities, and any related interest and/or penalties, resulting from any benefits you receive under the Navan Edge Reward Program.
9. OWNERSHIP
9.1 Navan Property. As between Navan and you, the Services, Site, App, and Software (and all copies of the Software), and all related Intellectual Property Rights are and will remain the exclusive property of Navan or its third-party licensors, including visual interfaces, graphics, design, compilations, computer code (both source code and object code), and all other elements of the Services, Site, App, and Software. Navan reserves all rights not expressly granted in this Agreement.
9.2 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 shall not contain Confidential Information, including but not withstanding, User Data, and shall not reference or identify you. You shall have no intellectual property right in the Services as a result of Navan’s incorporation of Feedback into the Services.
10. CONFIDENTIALITY AND SECURITY
10.1 Confidentiality Obligations. During the Term (defined below), neither party shall make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement. Neither party shall disclose Confidential Information except to such party’s advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers that have a reasonable need to know such information, provided that any such third parties shall, before they may access such information, either (a) execute a binding agreement to keep such information confidential or (b) be subject to a professional obligation to maintain the confidentiality of such information. Each party shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of this Agreement, but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. Each party will ensure that any agents or subcontractors that are permitted to access any of the other’s Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by law. The receiving party must provide (to the extent permitted by applicable law) the disclosing party with sufficient advance notice of the request for the information to provide the disclosing party an opportunity to exercise any rights it may have to challenge or limit the disclosure of Confidential Information.
10.2 Navan may disclose any information we have about you (including your identity and Confidential Information) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Services, or to identify, contact, or bring legal action against visitors to or users of the Services. Navan reserves the right at all times to disclose any information that Navan deems necessary to comply with any applicable law, regulation, legal process, or governmental request. Navan may also disclose your information when Navan determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
10.3 Post-Termination Obligations. The receiving party’s obligations to guard the disclosing party’s Confidential Information will survive for a period of 5 years after expiration or termination of this Agreement, except that personal information within a party’s reasonable control shall be kept confidential in perpetuity until such personal information is returned or deleted. The receiving party may retain an archival copy of the Confidential Information to the extent necessary to comply with applicable law or archival policies, provided that such retained Confidential Information will remain subject to all confidentiality obligations under this Agreement.
10.4 Security Obligations. Navan maintains appropriate information security practices for Navan’s systems used to provide Services, including reasonable security procedures and practices appropriate to the nature of the information, to prevent unauthorized access to, or use or disclosure of, any Customer Data (a “Security Incident”). Navan shall reasonably promptly notify Customer of any confirmed Security Incident that has impacted Customer Data, and investigate and remediate any such Security Incident.
11 WARRANTY AND DISCLAIMER
11.1 Representations and Warranties. You represent and warrant to Navan that: (a) if you are agreeing to these terms on behalf of an entity: (i) you have authority to agree to this Agreement on behalf of such entity; and (ii) such entity is properly incorporated and validly existing under the laws of its jurisdiction and possesses the authority to operate its business, abide by this Agreement, and fulfill its obligations hereunder; (b) you are over 18 years of age; (c) all information that you provide on or through the Services is true, accurate, and complete, (d) with respect to any User Data: (i) you have the necessary rights, consents, and permissions to use, and authorize Navan to use and disclose, such User Data; and (ii) your privacy policies and practices comply with applicable law and permit you to provide User Data to Navan. You further represent and warrant that you are not (i) located, ordinarily resident, or legally organized in any embargoed country (currently including Cuba, Iran, North Korea, Syria, and the Crimea/Sevastopol, Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine) or in Afghanistan, Belarus, Russia, Venezuela or Yemen; (ii) listed on, or 50% or more owned or otherwise controlled by a party or parties listed on, any sanctions asset blocking list and other prohibited transactions list or directive administered by the US, UK, EU, or other applicable regulations, including but not limited to the United Nations Consolidated Sanctions List, the US Department of the Treasury’s Office of Foreign Assets Control (OFAC) List of Specially Designated Nationals and Blocked Persons, the United Kingdom's Consolidated List of Financial Sanctions Targets and UK Sanctions List, the European Union's Consolidated List of Persons, Groups and Entities Subject to Financial Sanctions, or by a government subject to blocking sanctions; or (iii) engaged in activities prohibited by US, EU, UK or other applicable export controls or sanctions laws.
11.2 Customer Use and Data. Navan will have no liability for any claims, losses, or damage caused by errors or omissions in any information provided to Navan by third parties, you, or by any User in connection with the Services. Navan is under no obligation to edit or control User Data. Navan will have no liability for any claims, losses, or damages caused by any lost or corrupted User Data, provided that Navan will use commercially reasonable efforts to restore any lost or corrupted User Data from its latest backup. Navan may, at any time without prior notice, remove any User Data that violates this Agreement or applicable law, or which violates the rights of a third party or Navan. Navan will have no liability associated with any acts taken by you in violation of the Acceptable Use Policies described in Section 4.4.
11.3 GENERAL DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NAVAN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND NAVAN SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NAVAN FURTHER DISCLAIMS: (I) ANY WARRANTIES WITH RESPECT TO THE SERVICES AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND (II) ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, SUCH AS TAX ADVICE AND REPORTING RESPONSIBILITIES, WHETHER ORAL OR WRITTEN, REGARDLESS OF THE SOURCE, WILL CONSTITUTE PROFESSIONAL ADVICE OR CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. WHERE APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES, THE DISCLAIMERS IN THIS SECTION 11.3 AND ELSEWHERE IN THESE TERMS SHALL BE CONSTRUED TO COMPLY WITH SUCH APPLICABLE LAW.
12. TERM AND TERMINATION
12.1 Term. The term of this Agreement shall commence on the date that Navan notifies you that it has approved you to begin using the Services and shall continue until it expires according to any agreed upon subscription term or is earlier terminated as provided in this Agreement (“Term”).
12.2 Termination (Generally). You can terminate your account at any time by closing your Navan Account. Navan can terminate or suspend performance and any Services it provides at any time for no reason or for any reason without prior notice to or consent from you, including your participation in the Navan Edge Rewards Program. Navan also reserves the right to suspend supply of the Services or terminate this Agreement without prior notice to you in the event that Navan determines, in its sole discretion, that continuing to perform hereunder would expose Navan to excessive risk, for reasons of a legal, regulatory, compliance, security, financial, reputational nature, or otherwise. Your right to use the Services shall terminate upon any termination of this Agreement or any termination or suspension of the Services to you.
12.3 Prohibited Activities. Navan may, in its sole discretion, cancel any Service, booking, or reservation associated with your name or email address if it determines that your use of the Services violates this Agreement or shows signs of fraud, abuse, suspicious activity, or a security risk. If you have conducted any fraudulent or illegal activity, Navan reserves the right to take any necessary legal action, and you may be liable for all resulting losses, including litigation costs and damages incurred by Navan.
12.4 Rights and Obligations Upon Expiration or Termination. Except as set forth in Section 13.3, in no event shall any termination or expiration relieve you of the obligation to pay any undisputed Fees or Charges payable to Navan for the period prior to the effective date of termination or expiration. You shall be responsible for downloading any User Data and/or reporting available within the Services prior to the date of expiration or termination. Upon expiration or termination of this Agreement: (a) your right to access and use the Services will immediately terminate; (b) you shall immediately cease all use of the Services; and (c) each party shall delete or return, and make no further use of, any Confidential Information, materials, or other items belonging to the other party, in accordance with Section 11.
12.5 Survival. Upon termination, any provision which, by its nature or express terms should survive, will survive, including, specifically, Sections 9 (Ownership), 10 (Confidentiality and Security), 13 (Indemnification), 14 (Limitation of Liability), 15 (Binding Arbitration and Class Action Waiver), and 18 (General).
13. INDEMNIFICATION. You shall indemnify and hold harmless Navan, its Affiliates, officers, directors and employees, from any damages or costs and attorney’s fees that arises out of: (a) your violation of this Agreement, Travel Provider terms, or any third party rights; (b) User Data; (c) your willful misconduct or fraud, or (d) your use of the Services or Travel Services (including any information or content uploaded). Navan has no obligation to indemnity you.
14. LIMITATION OF LIABILITY
14.1 CONSEQUENTIAL DAMAGES WAIVER. IN NO EVENT SHALL NAVAN BE LIABLE TO ANY PARTY UNDER THESE TERMS FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, COVER, CONSEQUENTIAL, OR OTHER INDIRECT 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 REGARDLESS OF THE THEORY OF LIABILITY.
14.2 LIMITATION OF LIABILITY. IN NO EVENT WILL NAVAN’S AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU IN THE 12 MONTH PERIOD BEFORE THE CLAIM FIRST AROSE, REGARDLESS OF THE THEORY OF LIABILITY, EXCEPT THAT IF NAVAN IMPROPERLY DENIES AN ACCRUAL, REDEMPTION, OR REINSTATEMENT OF NAVAN EDGE REWARDS POINTS, NAVAN’S ENTIRE LIABILITY, REGARDLESS OF THE FORM OF CAUSE OF ACTION, DEMAND OR CLAIM, WHETHER BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE, SHALL IN NO EVENT EXCEED THE EQUIVALENT VALUE OF THAT ACCRUAL AS DETERMINED BY NAVAN.
15. BINDING ARBITRATION AND CLASS ACTION WAIVER
15.1 Binding Arbitration. Any dispute under this Agreement will be: (i) settled by binding individual arbitration before the American Arbitration Association ("AAA") under the Federal Arbitration Act (“FAA”), and (ii) governed by and interpreted in accordance with the laws of California, without regard to principles of conflict of laws. The parties agree 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, and any other proceeding where someone acts in a representative capacity are not allowed.
15.2 Application to All Claims. This Section 16 applies to any claim or controversy between the parties, except disputes relating to the enforcement or validity of your or your licensors’ or Navan or Navan’s licensors’ intellectual property rights. This Agreement governs, to the extent of conflict with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules.
15.3 Commercial Rules. The AAA will conduct all arbitrations under its Commercial Arbitration Rules (or if the value of the dispute is $75,000 or less, the Consumer Arbitration Rules). For more information, see www.adr.org or call 1-800-778-7879. Any in-person hearing will take place in San Francisco, California.
15.4 One Year to File. A party must file any claim or dispute (except intellectual property disputes) within one year from when it first could be filed. Otherwise, it’s permanently barred.
15.5 Severability. If any part of this Section 16 is found to be illegal or unenforceable, the remainder will remain in effect (with an arbitration award issued before any court proceeding begins), except that if a finding of partial illegality or unenforceability would allow class-wide or representative arbitration, Section 16 will be unenforceable in its entirety.
15.6 Interpretation. To avoid doubt, this Section 16 is without prejudice to any power of a judicial or administrative authority to require Navan to terminate or prevent an infringement of applicable law.
16 BETA SERVICES.
16.1 Navan may make optional services available to you before such services are generally available to all Navan customers or otherwise fully released, which may be designated as beta, pilot, evaluation, or other similar designation (“Beta Services”). If you use Beta Services, this Section 16 supersedes any conflicting terms in this Agreement with respect to such Beta Services.
16.2 Navan may alter or discontinue Beta Services at any time and for any reason. Any Beta Services made available to the Customer do not constitute an implied commitment to offer such features and functionality as part of the Services on a generally available basis. If Navan makes the Beta Services publicly available, your continuing use of Beta Services will be subject to such terms as Navan may specify at that time.
16.3 BETA SERVICES ARE PROVIDED IN BETA FORM AND ON AN “AS IS” AND “AS AVAILABLE” BASIS. NAVAN MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE AI SERVICES, THIRD-PARTY AI, OR OUTPUTS. USE OF AI SERVICES IS AT YOUR OWN RISK, AND NAVAN DISCLAIMS ANY LIABILITY FOR ERRORS, OMISSIONS, OR MISTAKES MADE BASED ON SUCH OUTPUTS. YOUR USE OF THE BETA SERVICES IS AT YOUR OWN RISK AND NAVAN IS NOT LIABLE FOR ANY DAMAGE ARISING FROM YOUR INABILITY TO USE THE BETA SERVICES.
16.4 EXCEPT FOR LIABILITY ARISING AS A RESULT OF A NAVAN’S INTENTIONAL MISCONDUCT, OR VIOLATIONS OF APPLICABLE LAW, IN NO EVENT WILL NAVAN, OR ITS AFFILIATED COMPANIES OR ITS SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUE, OR INTERRUPTION OF BUSINESS IN ANY WAY ARISING OUT OF OR RELATED TO BETA SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF NAVAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR AGGREGATE DAMAGES IN EXCESS OF $1,000 IN THE AGGREGATE.
17. PRIVACY
17.1 Your use of the Services and any information you provide (including but not limited to names, email addresses, physical addresses, and account information) is governed by our Privacy Policy.
17.2 Your access to, participation in, and/or use of the Services may be monitored, including but not limited to, for the purpose of identifying fraudulent, illegal, prohibited, or unauthorized activities.
17.3 For California Residents, please see our Notice of Financial Incentive in Navan's US Privacy Policy.
18. GENERAL
18.1 Waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
18.2 Notices. Any notices provided by Navan under this Agreement will be given: (i) via email; or (ii) by posting to the Services. Notices provided to Navan will be sent to legal@navan.com. For notices provided by Navan via email, the recipient shall be the address you provided in your account with Navan, and the date of receipt will be the date on which such notice is transmitted.
18.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
18.4 Force Majeure. Navan shall 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 the reasonable control of Navan, which may include without limitation and not limited to: 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 and such party continues to use commercially reasonable efforts to resume performance.
18.5 Compliance with Laws. Each party agrees to comply with all applicable laws, including but not limited to relevant anti-bribery laws and U.S., EU, UK and other applicable export and sanctions laws and regulations or local equivalent, with respect to its activities hereunder.
18.6 Relationship Between the Parties; No Third Parties. Nothing in this Agreement creates 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 the other party’s prior written consent. This Agreement is for the sole benefit of the signatories and is not intended to benefit any third party. Only the parties may enforce this Agreement.
18.7 Assignment/Successors. You may not assign or transfer this Agreement, in whole or in part, without Navan’s prior written consent. Any attempted assignment or transfer in violation of this Section 18.7 will be null and void. No assignment shall relieve a party of its obligations under this Agreement, unless the non-assigning party releases the assigning party of such obligations in a written agreement.
18.8 Entire Agreement; Translated Versions. This Agreement 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 this Agreement. This Agreement supersedes any pre-written, click-through, or other non-negotiated terms on a purchase order or other customer document. This Agreement is binding in the English language only, and any version in a language other than English is only for convenience. In the case of a dispute, the English version will prevail. We do not guarantee that all of our services are available in local languages.
18.9 EU Residents. The EU Package Travel Directive (Directive (EU) 2015/2302 of the European Parliament and of the Council of 25 November 2015 on package travel and linked travel arrangements) does not apply to travel purchased through Navan on the basis that this Agreement is a general agreement for the arrangement of business travel.