Last updated: Sep 8, 2026
This Navan Business Services Agreement (“Agreement”) forms a legal agreement between you or the entity you represent (“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). If you accept this Agreement on behalf of an entity, you represent that you have authority to bind that entity, in which case “you” and “your” refer to that entity as the contracting party except where the context refers to you as an individual User. 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. Users’ access to and use of the Services is also subject to the applicable Navan Traveler Terms of Use (https://navan.com/terms/traveler-terms-of-use).
PLEASE READ THE BINDING ARBITRATION AND CLASS ACTION PROVISIONS IN SECTION 18 BELOW. THESE PROVISIONS AFFECT HOW DISPUTES ARE RESOLVED.
1. Definitions. This Section 1 sets forth all defined terms used throughout this Navan Business Services Agreement (this “Agreement”). Capitalized terms used in this Agreement carry the meanings assigned to them in this Section 1, unless otherwise specified in the applicable provision. Where a capitalized term is used but not defined in this Section 1, it shall have the meaning ascribed to it elsewhere in this Agreement. If a defined term is referenced in a provision of the Agreement that applies to you but you have not purchased or used the corresponding category of Services, that defined term and any obligation or right associated with it shall have no force or effect with respect to you.
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 other booking 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 from Providers, when available, and to access customer support, as well as administrative functionality including real-time reporting and traveler tracking.
1.4 “Card Networks” means payment card networks, such as Visa and Mastercard.
1.5 “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.
1.6 “Core Services” means the Booking Services (excluding Navan Edge Services), and, to the extent you are eligible and elect to use them, Navan Expense Management Services, Navan Payment Services, and Navan Connect Services.
1.7 “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, or Charges.
1.8 “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.
1.9 “Navan Connect Services” means services through which Navan receives User Card Transaction Data from User Card providers and Card Networks, which enables Navan to provide Navan Expense Management Services with User Cards.
1.10 “Navan Edge Services” means Navan's interactive, generative AI-powered travel agent service that provides concierge-style booking services for travel and other hospitality related services and if applicable, the Navan Edge Loyalty Program.
1.11 “Navan Expense Management Services” means services provided by Navan that include, at a minimum, the functionality for Users to submit expenses for reimbursement, as well as administrative functionality, such as reporting and (if applicable) corporate customer support.
1.12 [reserved]
1.13 “Navan Payment Services” means the services provided by Navan that include, at a minimum, the functionality to reimburse Users or for Users to receive and use commercial payment cards for business expenses, as well as administrative functionality including reporting and (if applicable) corporate customer support. The default currency for Navan Payment Services is US Dollars, which may also be referred to as "Navan Payment USD Services." Navan Payment Services that are provided in Euros or British Pounds are referred to as "Navan Payment EUR Services" and "Navan Payment GBP Services", respectively, and together as "Navan Payment EUR/GBP Services." You are only eligible to receive Navan Payment Services if you are a company.
1.14 “Provider Services” means travel-related or other hospitality related services supplied by Providers and reserved through the Booking Services, including airline, hotel, rail, car rental, travel agency, and, to the extent available through the Navan Edge Services, restaurant reservation and dining services.
1.15 “Providers” means third-party providers of Provider Services, such as airlines, hotel operators, rail companies, travel inventory aggregators, travel networks and agencies, car rental agencies, and, to the extent applicable, restaurant reservation platforms ("Reservation Provider").
1.16 “PSP” means a third-party payment service provider through which you agree to receive Navan Payment Services.
1.17 “PSP Terms” means the agreement(s), if any, between you and a PSP.
1.18 “Restaurant Reservation Services” means third-party features within the Navan Edge Services that allow you to discover, make, and manage restaurant reservations through a Reservation Provider.
1.19 “Service(s)” means the services provided by Navan through the App or Site, which may include any combination of Core Services and Navan Edge Services, as well as any separate professional services.
1.20 “Shared Information” means User Data and the applicable payment information submitted to a Provider to facilitate the purchase of Provider Services.
1.21 “Site” means the Navan website that provides access to the Services, currently located at https://app.navan.com/.
1.22 “Software” means any Navan or third-party software used by Navan to provide the Services.
1.23 “User” means you as an individual user of the Services. along with any other natural person you provide with access to a Navan account.
1.24 “User Cards” means business payment cards issued by a third party to you or Users that are eligible for the Navan Connect Services.
1.25 “User Card Transaction Data” means any data related to User Card accounts and transactions on User Cards that Navan receives through the Navan Connect Services.
1.26 “User Data” means any data: (i) provided by you or Users into the Services, including conversations within the Services; or (ii) that you authorize Navan to collect from third parties that is related to you or Users for the provision of the Services, such as User Card Transaction Data and Shared Information. User Data is Confidential Information of you or the applicable User, as applicable.
2. Interpretation and Construction. The following rules of interpretation and construction shall apply to this Agreement:
2.1 References to “Section” or “Sections” are references to sections of this Agreement, unless otherwise expressly stated.
Section headings and any grouping of definitions are included for convenience of reference only and shall not affect the interpretation or construction of any provision of this Agreement.
Words importing the singular include the plural and vice versa, and words importing a gender include all genders.
The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation” whether or not so stated.
References to “you,” or “your” mean the customer that accepts this Agreement, and references to “Navan” mean Navan, Inc.
Unless the context otherwise requires, references to any agreement, document, or instrument mean such agreement, document, or instrument as amended, supplemented, or otherwise modified from time to time in accordance with its terms.
References to any statute, law, or regulation include all amendments, re-enactments, and successor legislation thereto.
The terms “herein,” “hereof,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular Section or provision.
Where a defined term is stated to apply only if you purchase a particular category of Services (such as Core Services or Navan Edge Services), that defined term shall have no application to your use of the Services unless and until you purchase the applicable category of Services.
3. Your Account
You are responsible for: (i) maintaining the confidentiality of your and your Users’ 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 and your Users’ access credentials. If you have reason to believe that an account is no longer secure, or has been accessed by a third party, then you shall notify Navan as soon as possible.
4. Obligations
4.1 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.
4.2 Customer Onboarding. You shall provide complete and accurate information to Navan to establish an account and, as applicable, an account with one 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.
4.3 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.
4.4 Marketing Support. You grant to Navan a non-exclusive, non-transferable (except as permitted under Section 21.7), limited right to use your name, trademarks, and logos (collectively, “Your Marks”), including to identify you as a customer of Navan (including on the Navan corporate website). All goodwill developed from such use shall be solely for your benefit.
4.5 Responsibility for Users; Suspension. You shall ensure that all of your Users comply with the applicable Navan Traveler Terms of Use and your obligations under this Agreement. You shall be responsible for noncompliance by your Users with such terms or obligations and shall promptly notify Navan of any suspected or alleged violation by a User or unauthorized third party and shall cooperate with Navan with respect to Navan’s resulting investigation and any actions to enforce the applicable terms. Navan may suspend your or any User’s account and access to the Services (including canceling any applicable bookings or reservations) if Navan reasonably suspects that you or a User has violated applicable terms, has violated applicable law, or poses a security risk to the Services. You shall also be responsible for the compliance of Users with your policies, such as in-policy selection of travel options by Users, proper use of corporate credit card(s), and proper submission and substantiation of expenses by Users for reimbursement.
4.6 Hazardous Use. 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.
4.7 Telecommunications and Internet Services. Your access to the Services requires telecommunications and internet services, for which you are solely responsible.
4.8 User Data.
(a) Ownership. As between you and Navan, you will retain all right, title, and interest in User Data, subject to the relevant data processing agreement between you and Navan. 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.
5. Navan Services (Generally)
5.1 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. If you purchase Core Services, you may only provide access to the Services to your authorized Users. If you purchase Navan Edge Services only, the Services are subject to this Agreement and you may only provide access to the Services to your authorized Users. 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.
5.2 Excess Use. If your use of the Services exceeds the specified number of Users, you may be subject to applicable additional Fees. Navan may place reasonable restrictions on your and your Users’ account(s), such as restricting or limiting your ability to add new Users, until you adequately address any excess use.
5.3 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 other than Users. You shall not (nor authorize any User or 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 21.7.
5.4 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.
6. Booking Services
6.1 Sort Order. The Booking Services make use of certain proprietary algorithms (“Algorithm”) that help determine sort order by taking into account a variety of applicable factors such as your policies 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 Providers or other partners. With respect to 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. You acknowledge that the Algorithm may not always be accurate, complete, or error-free.
6.2 Provider Services.
6.2.1 Through the Booking Services, you may purchase Provider Services from 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 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.
6.2.2 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.
6.2.3 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 selected; (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 Provider Services by you and your Users. You are responsible for the accuracy of all Shared Information provided to Navan.
6.2.4 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.
6.2.5 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.
6.2.6 If you or a User has a dispute with a Provider, you agree that you will not involve, hold liable, or make any claim against Navan arising from that dispute. To the extent applicable to you, 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.”
6.3 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.
6.4 Navan Edge Services. This Section 6.4 applies only if you purchase Navan Edge Services.
6.4.1 Booking Options. Navan Edge Services include presenting options and booking functionality aligned with your or a User’s specific requests for Provider Services such as hotels, flights and other related travel or hospitality needs, including restaurant reservations. You understand and acknowledge that Navan Edge Services may curate search results and display offers that are different from those available through the Core Services because they are based on a User’s prior booking activity on Navan and the User may not be presented with all possible travel options.
6.4.2 Restaurant Reservation Services. Navan Edge Services may include Restaurant Reservation Services. When you use the Restaurant Reservation Services, the User may be redirected to a Reservation Provider or your data may be shared with a Reservation Provider in order to make and manage the 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 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.
7. Loyalty Programs
7.1 General. Navan may offer loyalty programs in connection with Core Services and Navan Edge Services (collectively, the "Navan Loyalty Programs"). This Section 7 governs all Navan Loyalty Programs.
7.2 Definitions. The following defined terms apply to this Section 7:
"Eligible Booking" means a Provider Service booked and used by a User through the Booking Services, subject to the following: (a) with respect to Core Services, the booking must be for business travel and may not be paid for using Navan Rewards Points; and (b) with respect to Navan Edge Services, the booking must be for a Provider Service specially designated by Navan and purchased solely using real currency.
"Eligible Savings" means the difference between the Price to Beat and the total actual purchase price of an Eligible Booking under Section 7.3, where the purchase price is less than the Price to Beat.
"Navan Loyalty Programs" means, collectively, the Navan Rewards Program and the Navan Edge Loyalty Program.
"Navan Rewards Points" means points earned, accrued, redeemed, or otherwise used in connection with the Navan Loyalty Programs. Navan Rewards Points have no cash value.
"Price to Beat" means the target cost of a particular travel option, as determined by the Algorithm, as displayed in the Booking Services.
"Rewards" means eligible services, goods, or similar items that Navan will determine in its discretion and display via the Site or App, which can be redeemed by Users in exchange for Navan Rewards Points earned through the Services.
"Tier Status" means the level of membership (e.g., Member, Preferred, Elite) achieved by a User in the Navan Edge Loyalty Program based on the User’s Eligible Booking activity.
7.3 Navan Rewards Program. This Section 7.3 applies to the accrual of Navan Rewards Points by Users of Core Services.
7.3.1 Enablement. You may enable participation in the Navan Rewards Program. You may permit Navan to fund Navan Rewards Points for your Users. Navan Rewards Points earned under this Section 7.3 are subject to this Section 7.3 and the Navan Rewards Terms and Conditions (https://navan.com/terms/rewards-terms), which govern accrual, expiration, forfeiture and redemption. Navan may alter or discontinue its funding of Navan Rewards Points at any time, in its sole discretion.
7.3.2 Accrual, Redemption, Invoicing and Payment. Navan Rewards Points earned from Eligible Bookings through Core Services are calculated as a percentage of the Eligible Savings (which percentage is determined by the Algorithm) or other amounts as determined by Navan. Navan Rewards Points accrue to the User upon the User’s completion of travel for the Eligible Booking.
7.4 Navan Edge Loyalty Program. This Section 7.4 applies to Users of Navan Edge Services.
7.4.1 Participation. Participation in the Navan Edge Loyalty Program is available to a User with an active Navan Edge account, as permitted by Navan and subject to the applicable Navan Edge Loyalty Program Terms and Conditions.
7.4.2 Accrual. Users may accrue Navan Rewards Points by purchasing an Eligible Booking through Navan Edge Services or participating in an eligible promotion. Navan Rewards Points earned under this Section 7.4 are calculated 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. Navan Rewards Points accrue upon (1) the User's completion of the Eligible Booking, or (2) the User's completion of all promotion requirements.
7.4.3 Redemption. Navan Rewards Points earned from Eligible Bookings through Navan Edge Services may be redeemed for Amazon gift cards or other goods or services as specified by Navan. Navan may alter or discontinue providing Navan Rewards Points at any time, in its sole discretion, and it may modify, cancel or limit the redemption criteria for Navan Rewards Points at its discretion. Navan reserves the right to substitute Amazon gift cards for other benefits of equal or greater value. Amazon gift cards are subject to the additional terms and conditions, contracts, costs, and/or fees between the User and Amazon.
7.4.4 Disputes. Any claims for Navan Rewards Points earned under this Section 7.4 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 Rewards Points were credited in error. Direct questions regarding accrual to support@navan.com.
7.4.5 Reinstatement. In the event that a Provider Service obtained through the redemption of Navan Rewards Points earned through an Eligible Booking is subsequently changed or cancelled, the Navan Rewards Points redeemed in connection with the cancelled or changed Provider Service may be reinstated to the User’s active Navan Rewards Points balance. If the User no longer has an active Navan Edge account, including because the User’s account has been closed or terminated, then no Navan Rewards Points will be reinstated, and the User will lose any such Navan Rewards Points.
7.4.6 Expiration and Forfeiture. Accrual of Navan Rewards Points under this Section 7.4 is not a guarantee of the ability to redeem such Navan Rewards Points. A User's Navan Rewards Points earned under this Section 7.4 shall be forfeited pursuant to: (a) the terms of this Agreement, (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 Loyalty Program. Navan Rewards Points earned under this Section 7.4 expire after twenty-four (24) months without making a booking via Navan Edge.
7.4.7 No Transfer. The sale, barter, or other transfer or attempted sale, barter, or other transfer of any Navan Rewards Points earned under this Section 7.4, other than as authorized by Navan, is expressly prohibited. Any Navan Rewards Points sold, bartered, or otherwise transferred in violation of this Section may result in closure of any Navan accounts or suspension or termination of Users involved in such transfers.
7.4.8 Loyalty Wallet and Tier Status. A User may enable participation in the Navan Edge Loyalty Wallet, which is subject to the Navan Edge Loyalty Program Terms and Conditions (https://navan.com/terms/edge-loyalty-program). A User may be awarded a Tier Status, which is determined at Navan’s sole discretion and may be modified or revoked at any time.
7.4.9 Complimentary Gifts. You acknowledge and consent that Navan may, at its sole discretion, provide you or Users with complimentary physical gifts, presents, or other tangible rewards in connection with the use of Navan Edge Services, including delivery to a travel destination. The selection, timing, value, and availability of any such items are determined by Navan in its sole discretion, and Navan is under no obligation to provide any such items. You will not request or knowingly permit Navan to provide such items to a User who serves as a government official, officer, or employee in any capacity, including as an employee of a state-owned or state-controlled entity. You agree to promptly notify Navan if your status changes during the Term.
7.5 Taxes and Legal Responsibilities. You shall be responsible for payment of all Taxes and associated legal responsibilities, and any related interest and/or penalties, resulting from any Navan Rewards Points accrued, redeemed, or benefits received under any Navan Loyalty Program, such as preparing applicable Forms W-2 and Forms 1099-MISC for Users.
7.6 No Warranties. Navan is not responsible for and makes no warranty with respect to the quality of any Rewards or other items obtained through the redemption of Navan Rewards Points, or their suitability to a specific use. Such items are supported by the warranties, if any, of their individual providers.
8. Navan Payment Service Terms
This Section 8 applies only if you are eligible and elect, in your sole discretion, to use any Navan Payment Services. Navan Edge Services-only customers are not eligible for Navan Payment Services.
8.1 Spend Limit(s) and Adjustments. Your account for Navan Payment Services will be subject to a limit on the amount it may spend (“Spend Limit”), which Navan will set in its sole discretion. If you are purchasing Navan Payment EUR/GBP Services, you may have a separate Spend Limit for each currency (USD, EUR, and/or GBP, as applicable). Your initial Spend Limit is indicated in a notice provided after Navan evaluates your application to receive Services. Navan may adjust any Spend Limit in its sole and absolute discretion, with written notice to you. You will promptly provide accurate information regarding your financial condition upon Navan’s request. You may request, in writing, an increase in any Spend Limit, which Navan may accept or decline in its sole and reasonable discretion. Navan may suspend providing the Navan Payment Services if: (i) you reach any Spend Limit; or (ii) Navan debits from your Reserve Amount.
8.2 Reserve Amount. Navan may permit you to provide a cash security deposit (“Reserve Amount”) to increase or maintain a proposed or current Spend Limit. Navan will not debit against the Reserve Amount unless you become delinquent in your payments to Navan. Upon termination of the Navan Payment Services or as otherwise agreed by the parties, and after Navan has confirmed all outstanding Fees and Charges have been paid, Navan will return the Reserve Amount to an account you designate in writing.
8.3 Charges. You are responsible for all charges to User Cards and any other payments made via the Navan Payment Services (“Charges”), including any Charges resulting from your or any User’s failure to exercise reasonable care in safeguarding an account or card, or failure to promptly report loss or theft. You will establish and maintain controls designed to ensure that the Navan Payment Services are only used for bona fide purposes. All Charges must be for business purposes, not for personal, family or household purposes. As part of onboarding, you will provide bank account information to Navan for purposes of payment. You agree that Navan may save such bank account information and that payments for Charges shall be made in accordance with this Section 8. Charges made in a currency other than the issuing currency of any Navan Payment Services card may incur additional Fees.
8.4 Disputes. If you dispute a Charge, you should first attempt to resolve that dispute with the merchant that initiated the Charge. If you and the merchant are unable to resolve the dispute, you may submit a chargeback of the Charge through your Navan account. You acknowledge that chargebacks are subject to the card network rules, card networks’ procedures for resolving chargebacks may require you to provide details or documentation regarding the disputed Charge, and you may not be able to successfully chargeback a Charge.
8.5 Invoicing and Payment. Navan shall provide a statement listing the Charges incurred during the statement period. You consent to electronic notification and distribution of statements, and Navan shall send an email notification that provides access to each statement. All Charges will be paid by bank transfer.
8.6 Customer Rebate. This Section 8.6 does not apply to Navan Payment EUR/GBP Services. By using Navan Payment Services, you may be eligible to earn a rebate (the “Rebate”). The Rebate will be calculated by Navan at the end of each rebate period by multiplying your rebate percentage specified by Navan by your Eligible Rebate Spend during the rebate period. “Eligible Rebate Spend” means your total spend using Navan Payment Services cards where the card is issued in USD, the transaction’s base currency is USD, Navan is not the merchant of record, and the merchant is located in the United States. Eligible Rebate Spend excludes spend made in other currencies. The Rebate will be provided in the form of an account credit that will be available within 30 days after each rebate period. The Rebate will be automatically applied to Charges you accrue using Navan Payment Services after the Rebate is posted to your account. Upon written notice to you, Navan may modify the Rebate or any other similar offerings, including changing eligibility for the Rebate and updating the amount of Rebate earned. If such a modification of the Rebate materially reduces the value of the Rebate, you will have 30 days from the date of the notice of the modification to terminate this Agreement pursuant to Section 15.2. Upon expiration or termination of this Agreement, Navan will issue a check or initiate a bank transfer for any then-current Rebate amount, after all outstanding Charges have been paid. You will not be entitled to any unused Rebate amount if this Agreement is terminated due to your breach.
8.7 Suspension of Navan Payment Services. Navan may suspend or terminate your access to Navan Payment Services at any time and for any reason without prior notice. Any Charges or other payment obligations that precede termination of Navan Payment Services for any reason will survive such termination.
9. Navan Connect Services Terms
This Section 9 applies only if you are eligible and elect, in your sole discretion, to use any Navan Connect Services. Navan Edge Services-only customers are not eligible for Navan Connect Services.
9.1 Representations and Warranties with respect to User Cards. You represent and warrant that: (a) you are the cardholder of the User Cards; (b) Users are authorized users of the User Cards; (c) you have all the rights, consents, and authorizations necessary to enroll User Cards in the Navan Connect Services; and (d) you will only enroll cards authorized by Navan in the Navan Connect Services.
9.2 Customer Card Transaction Data. For clarity, you acknowledge that User Card Transaction Data is included in User Data, and that Section 4.8 authorizes Navan to receive and process User Card Transaction Data from the User Cards enrolled in the Navan Connect Services. You acknowledge that User Card Providers and Card Networks may not provide complete or accurate User Card Transaction Data to Navan, such as when a transaction is processed via a payment network from which a Card Network does not support reporting the transaction to Navan. In no event will Navan, the Card Networks, their respective affiliated companies, or their suppliers be liable to you or any third party for damages arising from a Card Network’s failure to send complete or accurate User Card Transaction Data to Navan.
9.3 Transaction Controls. If User Cards are eligible, you may configure the Navan Expense Management Services to decline attempted transactions that would not comply with certain spend policies (“Transaction Controls”). If you elect to use Transaction Controls, you acknowledge that Navan is not providing fraud-detection services, and Navan is not liable for transactions completed on your Cards.
10. AI Services
If you elect, in your sole discretion, to use any of the artificial intelligence (AI) services provided by Navan, including Navan Edge Services (collectively, “AI Services”), the terms in this Section 10 will apply. This Section 10 supersedes any conflicting terms in this Agreement with respect to your use of AI Services.
10.1 Representations and Warranties. You represent and warrant that you will: (i) authorize only individuals who are at least 18 years of age, (ii) not use, or permit Users to use, the AI Services in a fraudulent manner, for any unlawful purpose, or in a way that compromises the privacy of others; (iii) not provide, or permit Users to provide, personal information of any individual under 18 to the AI Services; and (iv) ensure that Users who book on behalf of others are authorized to do so and obtain the traveler’s agreement to applicable terms, 10.2 Scope. AI Services leverage third-party large language model(s) and associated artificial intelligence systems (“Third-Party AI”) to facilitate AI Services. By enabling Users to use the AI Services, you acknowledge that a User may direct the AI Services or a Navan human customer support agent to initiate a booking or take another action on you and the User’s behalf, and you authorize Navan and the Third-Party AI and Navan to execute that booking or take such action.
10.3 Inputs and Outputs. “Inputs” refer to any data, commands, or information that you or a User provides 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 use AI Services. AI Services process these Inputs to generate recommendations and complete a booking or other requested action, including restaurant reservations if applicable (collectively, “Outputs”). AI Services may produce errors or omissions. You are responsible for: (i) ensuring that you and Users review and verify all Outputs for accuracy and appropriateness before making any final decisions, and (ii) your and your Users’ use of the Outputs. You represent and warrant that you have all rights, licenses, and permissions required to provide, and to authorize Navan to process, Inputs that you provide or direct Navan to collect.
10.4 Intellectual Property Rights. All Outputs, whether itineraries, videos, photos, or other informational content, are the exclusive property of Navan and its licensors. You and your Users are granted a limited, revocable, non-exclusive, and non-transferable license to use the Outputs solely for purposes related to use of the Services.
10.5 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 improve the 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.
10.6 Restrictions. You will not, and will not authorize or permit any User or other party to: (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.
11. Payments; Taxes; Right to Dispute Payments
11.1 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.
11.2 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:
11.2.1 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.
11.2.2 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.
11.3 [reserved]
11.4 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.
11.5 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.
11.6 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 your 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.
11.7 Disputed Fees or Charges. Navan shall not pursue its rights under Section 11.6 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 Charges 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.
12. Ownership
12.1 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.
12.2 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, without limitation, User Data, and shall not reference or identify you or Users. You shall have no intellectual property right in the Services as a result of Navan’s incorporation of Feedback into the Services.
13. Confidentiality and Security
13.1 Confidentiality Obligations. During the Term, 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.
13.2 Navan Disclosure Rights. Navan may disclose any information it has about you (including your identity and Confidential Information) if Navan determines 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.
13.3 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.
13.4 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 User Data (a “Security Incident”). Navan shall reasonably promptly notify you of any confirmed Security Incident that has impacted User Data, and investigate and remediate any such Security Incident.
14. Warranty and Disclaimer
14.1 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, and the Crimea/Sevastopol, Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine) or in Afghanistan, Belarus, Russia, Syria, 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.
14.2 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 5.4.
14.3 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 THIS AGREEMENT. WHERE APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES, THE DISCLAIMERS IN THIS SECTION 14.3 AND ELSEWHERE IN THIS AGREEMENT SHALL BE CONSTRUED TO COMPLY WITH SUCH APPLICABLE LAW.
15. Term and Termination
15.1 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”).
15.2 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, if applicable, your participation in the Navan Edge Loyalty 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 and your Users’ rights to use the Services under your account shall terminate upon any termination of this Agreement or any termination or suspension of the Services to you or your Users.
15.3 Termination for Insolvency. Notwithstanding anything set forth above, either party may terminate this Agreement immediately by providing written notice to the other party in the event the other party becomes insolvent, makes an assignment for the benefit of creditors, ceases 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 such party.
15.4 Prohibited Activities. Navan may, in its sole discretion, cancel any Service, booking, or reservation associated with your or a User’s account, name, or email address if it determines that use of the Services violates applicable terms or shows signs of fraud, abuse, suspicious activity, or a security risk. If you or a User has 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.
15.5 Rights and Obligations Upon Expiration or Termination. Except as set forth in Section 15.3, 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 and your Users’ right to access and use the Services will immediately terminate; (b) you and your Users 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 13.
15.6 Survival. Upon termination, any provision which, by its nature or express terms should survive, will survive, including, specifically, Sections 12 (Ownership), 13 (Confidentiality and Security), 16 (Indemnification), 17 (Limitation of Liability), 18 (Binding Arbitration and Class Action Waiver), and 21 (General).
16. Indemnification
You shall indemnify and hold harmless Navan, its Affiliates, officers, directors and employees, from any damages or costs and attorney’s fees that arise out of: (a) your violation of this Agreement or any User’s violation of this Agreement or the applicable User terms, PSP Terms (if applicable), Provider Terms, or any third party rights; (b) User Data; (c) your or any User’s willful misconduct or fraud; or (d) your or any User’s use of the Services or Provider Services (including any information or content uploaded). Navan has no obligation to indemnify you.
17. Limitation of Liability
17.1 CONSEQUENTIAL DAMAGES WAIVER. IN NO EVENT SHALL NAVAN BE LIABLE TO ANY PARTY UNDER THIS AGREEMENT 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.
17.2 LIMITATION OF LIABILITY. IN NO EVENT WILL NAVAN’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT 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. NOTWITHSTANDING THE FOREGOING, IF NAVAN IMPROPERLY DENIES AN ACCRUAL, REDEMPTION, OR REINSTATEMENT OF NAVAN REWARDS POINTS UNDER ANY NAVAN LOYALTY PROGRAM, NAVAN’S ENTIRE LIABILITY FOR SUCH CLAIM, 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.
18. Binding Arbitration and Class Action Waiver
18.1 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.
18.2 Application to All Claims. This Section 18 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 any conflict with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules.
18.3 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.
18.4 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 is permanently barred.
18.5 Severability. If any part of this Section 18 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, this Section 18 will be unenforceable in its entirety.
18.6 Interpretation. To avoid doubt, this Section 18 is without prejudice to any power of a judicial or administrative authority to require Navan to terminate or prevent an infringement of applicable law.
19. Beta Services
19.1 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 19 supersedes any conflicting terms in this Agreement with respect to such Beta Services.
19.2 Navan Edge Beta. The Navan Edge Services are Beta Services and subject to the Beta Services terms in Section 19. They are pre-release, in development and may contain bugs or errors, be feature incomplete, and materially change. Navan may never commercially release the Navan Edge Services.
19.3 Navan may alter or discontinue Beta Services at any time and for any reason. Any Beta Services made available to you 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.
19.4 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 BETA SERVICES, THIRD-PARTY AI, OR OUTPUTS. USE OF BETA 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 BETA SERVICES.
19.5 EXCEPT FOR LIABILITY ARISING AS A RESULT OF NAVAN’S INTENTIONAL MISCONDUCT, OR VIOLATIONS OF APPLICABLE LAW, IN NO EVENT WILL NAVAN, OR ITS AFFILIATED COMPANIES OR ITS SUPPLIERS BE LIABLE TO YOU 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.
19.6 Navan has no indemnity obligations with respect to Beta Services.
20. Privacy
20.1 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 Navan’s Privacy Policy (https://navan.com/privacy) and DPA (https://navan.com/dpa).
20.2 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.
20.3 For California residents, please see our Notice of Financial Incentive in Navan’s US Privacy Policy (https://navan.com/terms/privacyusa).
21. General
21.1 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.
21.2 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 notices@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.
21.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
21.4 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: 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.
21.5 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.
21.6 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.
21.7 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 21.7 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.
21.8 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.
21.9 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.
21.10 India Specific Terms. If you purchase Core Services and are located in India, see Addendum A.
Addendum A: India Specific Terms
This Addendum applies only to customers who purchase Core Services and are located in India.
For customers in India, Navan India Private Labs Limited (“Navan Labs India”), with an address at WeWork Galaxy, 43, Residency Rd, Shanthala Nagar, Ashok Nagar, Bengaluru, Karnataka 560025, will be the Navan contracting party and Customers in India agree to this Agreement through Navan Labs India. All matters relating to this Agreement shall be governed by the laws of the State of Karnataka, India without regard to its conflict of law provisions. Any court claim related to this Agreement must be adjudicated in the state and federal courts located in Karnataka, India and each party consents to the exclusive jurisdiction of such courts. Navan Labs India will have the principal responsibility for Services provided to customers in India, and Navan Labs India assumes all of Navan’s rights and obligations under this Agreement for Services in India, including any obligations to provide billing statements or invoices for India Services. All payments towards accepted refund requests of the consumers shall be made as prescribed by the Reserve Bank of India or any other competent authority under any law for the time being in force, within a reasonable period of time, or as prescribed under applicable laws.