Navazon Terms of Service
Last Updated: January 10, 2025
This Terms of Service (“Agreement”) is a legally binding contract between you and Navazon Inc.
(“Navazon,” “us,” “we,” or “our”) regarding the Services (defined below). References to
“Customer”, “you”, and “your” refer to the individual, company, or other entity that accepts the
Agreement, by executing an ordering document provided to you by us, placing an Order using
online functionality Navazon makes available like clicking a box, creating an Account (defined
below), or otherwise affirmatively accepting the Agreement through another means Navazon offer
you. If a Service is being used on behalf of or being provided to a company or other entity by an
individual authorized to accept this Agreement on its behalf, then all references to “Customer,”
“you,” or “your” refer to the company or other entity. If you are a company or other entity, the
individual accepting this Agreement on your behalf represents and warrants that they have
authority to bind you to this Agreement. If you are accepting this Agreement on behalf of a company
or other entity and an authorized representative of the entity has already accepted this Agreement
on behalf of the entity or entered into a separate agreement regarding the use of the Services
(“Separate Agreement”) prior to the date upon which you accept this Agreement (“Effective
Date”), this Agreement will not apply to you and your and the entity’s rights and obligations with
respect to the Services will at all times be governed by, and subject to, the Separate Agreement. If
you are not eligible, or do not agree to the terms and conditions of the Agreement, then you do not
have our permission to use the Services. Your use of and our provision of the Services to you,
constitutes an Agreement by Navazon and by you to be bound by this Agreement.
1. Defined Terms. Certain capitalized terms used in this Agreement are defined in Section 17
(Definitions) and others are defined contextually in this Agreement.
2. Overview. The service(s) provided to Customer pursuant to this Agreement and any
associated Order may include the following: (a) access to view reports via Navazon’s web-based
platform that provides features and functionality that allow users that are involved with the sale of
products via Amazon’s various sales channels to view data regarding their products and
transactions with Amazon (the “Platform”) and (b) certain professional services relating to
Customer’s sales activities via Amazon (the “Professional Services”). Each such service described
in an Order that is provided to Customer pursuant to this Agreement and the applicable Order is a
“Service” and, collectively, the “Services.”
3. The Platform
3.1. Permitted Use. Subject to the terms and conditions of this Agreement and each Order, if the
applicable Order specifies that Customer will receive access to the Platform, Navazon will make the
Platform available to Customer and, if Customer is a company or entity, to Users during the
Subscription Term. Customer’s and its Users’ use of the Platform is limited by the number of
authorized users specified in the applicable Order, to process its own data. Customer’s right to use
the Platform is also subject to the limitations on Customer’s use of the Platform specified in the
applicable Order (the “Scope Limitations”) and contingent upon Customer’s compliance with the
Scope Limitations. Only Users that are expressly authorized to access the Platform in the applicable
Order will be permitted to access the Platform. To the extent login credentials and passwords are
assigned on a named user basis, Customer may reassign credentials to named Users so long as
Customer does not exceed Customer’s authorized usage of the Platform. Customer may only use the
Platform internally. The terms of this Section 3 only apply if Customer has subscribed to access the
Platform under an Order and only during the term of access covered by such Order.
3.2. Access. To access the Platform, Customer and its Users may be required to register for an
account (“Account”) and, in doing so, may be required to provide Navazon with information (such
name, email address, or other contact information). Customer agrees that the information it
provides to Navazon is accurate, complete, and not misleading and that it will keep it accurate and
up to date at all times. Only Users, using the mechanisms designated by Navazon which may include
individualized URLs) (“Log-in Credentials”), may access and use the Platform. Each User must
keep its Log-in Credentials confidential and not share them with anyone else. Customer is
responsible for its Users’ compliance with this Agreement and all actions taken through their Log-in
Credentials (excluding misuse of the Log-in Credentials caused by Navazon’s breach of this
Agreement). Customer will promptly notify Navazon if it becomes aware of any compromise of any
Log-in Credentials. Navazon may Process Log-in Credentials in connection with Navazon’s
provision of the Platform or for Navazon’s internal business purposes. Customer represents and
warrants to Navazon that: (a) it has not previously been suspended or removed from the Platform;
and (b) its registration and use of the Platform is in compliance with all Laws.
3.3. Restrictions. Customer will not (and will not permit its Users or anyone else to) do any of
the following: (a) provide access to, distribute, sell, or sublicense the Platform to a third party
(other than Users); (b) use the Platform on behalf of, or to provide any product or Platform to, third
parties; (c) use the Platform to develop a similar or competing product or Platform; (d) reverse
engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the
Platform, except to the extent expressly permitted by Law (and then only with prior notice to
Navazon); (e) modify or create derivative works of the Platform or copy any element of the
Platform; (f) remove or obscure any proprietary notices in the Platform; (g) publish benchmarks or
performance information about the Platform; (h) interfere with the operation of the Platform,
circumvent any access restrictions, or conduct any security or vulnerability test of the Platform;
(i) transmit any viruses or other harmful materials to the Platform; (j) take any action that risks
harm to others or to the security, availability, or integrity of the Platform; (k) access or use the
Platform in a manner that violates any Law; (l) use the Platform with Prohibited Data or for High
Risk Activities, or (m) violate any Third-Party Terms. Customer acknowledges that the Platform is
not intended to meet any legal obligations for these uses, including HIPAA requirements, and that
Navazon is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this
Agreement, Navazon has no liability for Prohibited Data or use of the Platform for High Risk
Activities.
3.4. Third-Party Platforms. Use of Third-Party Platforms are subject to Customer’s agreements
with the relevant provider and not this Agreement. Navazon does not control and have no liability
for Third-Party Platforms, including their security, functionality, operation, availability, or
interoperability with the Platform or how the Third-Party Platforms or their providers use
Customer Data. By enabling a Third-Party Platform to interact with the Platform, Customer
authorizes Navazon to access and exchange Customer Data with such Third-Party Platform on
Customer’s behalf. Customer may be required to agree to terms from Microsoft or other third
parties whose technology is used to provide or in connection with the Services (all of which will be
considered Third-Party Platforms).
4. Professional Services
4.1. Provision of Professional Services. Subject to the terms of this Agreement, Navazon will use
commercially reasonable efforts to provide any Professional Services expressly identified on an
Order. Navazon shall use commercially reasonable efforts to perform the Professional Services in a
professional manner in accordance with industry standards.
4.2. Deliverables. As between the parties, Navazon retains all right, title, and interest, including
all intellectual property rights, in and to any work product or other materials created by Navazon in
connection with its performance of Professional Services.
4.3. Customer Responsibilities. Customer will make available in a timely manner at no charge to
Navazon all technical data, computer facilities, programs, files, documentation, test data, sample
output, or other information and resources of Customer required by Navazon for the performance
of the Professional Services. Customer is responsible for, and assumes the risk of, any problems
resulting from, the content, accuracy, completeness, and consistency of all such data, materials, and
information. Customer will provide, at no charge to Navazon, office space, services, and equipment
as Navazon reasonably requires to perform the Professional Services.
5. Data
5.1. Use of Customer Data. Customer grants Navazon the non-exclusive, worldwide,
sublicensable right to use, copy, store, disclose, transmit, transfer, publicly display, modify, and
create derivative works from Customer Data only as necessary to: (a) provide the Services;
(b) derive or generate Usage Data; (c) create and compile Aggregated Data; and (d) as otherwise
required by Laws or as agreed to in writing between the parties.
5.2. Usage Data; Aggregated Data. Navazon may Process Usage Data and Aggregated Data for
internal business purposes to: (a) track use of Platform for billing purposes; (b) provide support for
Platform; (c) monitor the performance and stability of the Platform; (d) prevent or address
technical issues with the Platform; (e) to improve Platform, its other products and services, and to
develop new products and services; and (f) for all other lawful business practices, such as analytics,
benchmarking, and reports. Customer will not interfere with the collection of Usage Data.
6. Customer Obligations; Modifications
6.1. Customer Obligations. Customer is responsible for its Customer Data, including its content
and accuracy, and will comply with Laws and the then-current version of any Acceptable Use Policy
(or similar policies) when using the Platform. Customer represents and warrants that it has made
all disclosures, provided all notices, and has obtained all rights, consents, and permissions
necessary for Navazon to collect, access, use, disclose, transfer, transmit, store, host, or otherwise
process the Customer Data set forth in this Agreement without violating or infringing Laws, thirdparty
rights, or terms or policies that apply to the Customer Data.
6.2. Suspension. Navazon may immediately suspend Customer’s and its Users’ access to the
Platform or Navazon’s obligations to provide other Services to Customer if: (a) Customer breaches
Section 3.3 (Restrictions) or Section 6.1 (Customer Obligations); (b) Customer’s Account is 30 days
or more overdue; (c) changes to Laws or new Laws require that Navazon suspend the Platform or
otherwise may impose additional liability on us; or (d) Customer or its Users actions risk harm to
any of Navazon’s other customers or the security, availability, or integrity of the Platform. Where
practicable, Navazon will use reasonable efforts to provide Customer with prior notice of the
suspension. If the issue that led to the suspension is resolved, Navazon will use reasonable efforts
to restore your access to the Platform.
6.3. Modifications to the Services. Navazon may modify or discontinue all or any part of the
Services at any time (including by limiting or discontinuing certain features or functionality of the
Services), temporarily or permanently, without notifying Customer. Navazon will have no liability
for any change or modification to the Services or any suspension or termination of access to or use
of the Services as a result thereof. Notwithstanding the foregoing, any such change or modification
will only apply on a going-forward basis with respect to any Order entered into or renewed after
Navazon’s implementation thereof.
7. Commercial Terms
7.1. Subscription Term Renewal. Except as otherwise specified on the applicable Order, each
Subscription Term will automatically renew for successive terms equal in length to the Subscription
Term. Customer may cancel its subscription to the Services provided on a subscription basis by
emailing Navazon at support@navazonconsulting.com. YOUR CANCELLATION MUST BE
RECEIVED AT LEAST 90 DAYS BEFORE THE EXPIRATION OF THE THEN-CURRENT
SUBSCRIPTION TERM IN ORDER TO AVOID BEING CHARGED FOR THE NEXT SUBSCRIPTION
PERIOD.
7.2. Fees. Fees for the Services are described in the Order. All fees for the Services (“Fees”) will
be paid in US dollars unless otherwise provided in an Order. Fees are invoiced or charged as
described in the Order. Unless the Order provides otherwise, all Fees are due within 30 days of the
invoice date. Your Account will be charged a service charge of 1.5% per month or the maximum
amount allowed by Law, whichever is less and Customer will also be responsible for Fees or
charges that are incidental to any chargeback or collection of any the unpaid amount including any
collection Fees. All Fees and other expenses are non-refundable. Customer is responsible for any
sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether
domestic or foreign, other than Navazon’s income tax (“Taxes”). Fees are exclusive of all Taxes.
7.3. Authorization. You authorize Navazon to charge all sums for the orders that you make and
any level of Services you select as described in these Terms or published by Navazon, including all
applicable Taxes, to the payment method specified in your Account. If you pay any Fees with a
credit card, then Navazon may seek pre-authorization of your credit card account prior to your
purchase to verify that the credit card is valid and has the necessary funds or credit available to
cover your purchase. You agree that Navazon may seek pre-authorization of the credit card account
Customer provide to Navazon for payment prior to any purchase to verify that the credit card is
valid and has the necessary funds or credit available to cover such purchase. If your payment
method is no longer valid at the time a renewal Fee is due, then Navazon reserves the right to delete
your Account and any information or Customer Data associated with your Account without any
liability to you.
7.4. Pricing. Navazon reserves the right to determine pricing for the Services. Unless Navazon
and Customer otherwise agree in an Order executed by the parties, Navazon may change the Fees
for the Services (including any feature or functionality of the Services) and Navazon will notify
Customer of any such changes before they apply. Navazon may make promotional offers with
different features and different pricing to any of Navazon’s other customers. These promotional
offers, unless made to Customer, will not apply to your Order or this Agreement.
7.5. Renewal Fees. Fees for renewal Subscription Terms are at Navazon’s then-current Fees at
the time of such renewal regardless of any discounted pricing in a prior Order or promotional offers
previously extended to Customer.
8. Limited Warranty; Disclaimer
8.1. Limited Warranty. With respect to Orders that include access to the Platform, Navazon
warrants to Customer that the Platform will perform materially as described in the Documentation
during the Subscription Term (“Limited Warranty”).
8.2. Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 8.1, THE SERVICES ARE
PROVIDED “AS IS”. NAVAZON, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND
LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, OR NONINFRINGEMENT. WE DO NOT WARRANT THAT CUSTOMER’S USE OF
THE PLATFORM OR RECEIPT OF SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT
NAVAZON WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN
CUSTOMER DATA WITHOUT LOSS. NAVAZON IS NOT LIABLE FOR DELAYS, FAILURES, OR
PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR
OTHER SYSTEMS OUTSIDE NAVAZON’S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY
RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE PERFORMANCE TO THE
SHORTEST LEGALLY PERMITTED PERIOD. NAVAZON IS NOT AFFILIATED WITH AMAZON, AND
HAS NO LIABILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OBTAINED
FROM AMAZON DIRECTLY OR ON BEHALF OF CUSTOMER.
8.3. Warranty Remedy. If Navazon breaches the Limited Warranty during the Subscription Term
and Customer makes a reasonably detailed warranty claim in the manner required by Navazon
within 30 days of discovering a breach of the Limited Warranty, then Navazon will use reasonable
efforts to correct the non-conformity. If Navazon cannot do so within 30 days of receipt of
Customer’s warranty claim, either party may terminate the affected Order as it relates to the
Platform. Navazon will then refund to Customer any pre-paid, unused Fees for the terminated
portion of the applicable Subscription Term with respect to access to the Platform. This Section 8.3
sets forth Customer’s exclusive remedy and Navazon’s entire liability for breach of the Limited
Warranty. This warranty does not apply to: (a) issues caused by Customer’s or Users’ misuse of or
unauthorized modifications to the applicable Service; (b) issues in or caused by Third-Party
Platforms or other third-party systems; (c) use of the applicable Service other than according to the
Documentation; (d) Trials and Betas or other free or evaluation use; or (e) Services other than
access to the Platform.
9. Term and Termination
9.1. Term. This Agreement starts on the Effective Date and continues until expiration or
termination of all Subscription Terms. With respect to an Order for which there are no Subscription
Terms and, instead, the applicable Services are to be provided only for a specified period, that
period is the “Term,” and this Agreement will end at the end of that Term.
9.2. Termination. Either party may terminate this Agreement (including any or all Orders) if the
other party: (a) fails to cure a material breach of this Agreement (including a failure to pay Fees)
within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under
a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable
proceeding, or if such a proceeding is instituted against that party and not dismissed within 60
days. If Customer violates any provision of this Agreement, then your authorization to access the
Services and this Agreement automatically terminate. In addition, Navazon may, in its sole
discretion, terminate this Agreement or Customer’s Account on the Platform, or suspend or
terminate Customer’s access to the Platform, at any time for any reason or no reason, with or
without notice, and without any liability to Customer arising from such termination.
9.3. Effect of Termination. Upon expiration or termination of an Order, Customer’s access to and
Navazon’s obligations to provide the Services will cease, including Customer’s access to APIs or
other technology made available to Customer in connection with the Services. After expiration or
termination of an Order, Navazon will be under no obligation to store or retain the applicable
Customer Data and may delete the applicable Customer Data at any time in its sole discretion.
Customer Data and other Confidential Information may be retained in Navazon’s standard backups
notwithstanding any obligation to delete the applicable Confidential Information but will remain
subject to this Agreement’s confidentiality restrictions.
9.4. Survival. These Sections survive expiration or termination of this Agreement: 3.3
(Restrictions), 5.1 (Usage Data; Aggregated Data), 6.1 (Customer Obligations), 7.2 (Fees), 7.3
(Authorization), 8.2 (Disclaimer), 9.3 (Effect of Termination), 9.4 (Survival), 10 (Ownership), 16.2
(Limitations of Liability), 12 (Indemnification), 13 (Confidentiality), 16.1 (General Provisions), 16.2
(Governing Law), 16.3 (Additional Terms), and 17 (Definitions). Except where an exclusive remedy
is provided in this Agreement, exercising a remedy under this Agreement, including termination,
does not limit other remedies a party may have.
10. Ownership. Neither party grants the other any rights or licenses not expressly set out in this
Agreement. Except as expressly provided in this Agreement, as between the parties, Customer
retains all intellectual property rights and other rights in Customer Data. Except for Customer’s use
rights in this Agreement, Navazon and its licensors retain all intellectual property rights and other
rights in the Services, Software, Documentation, Usage Data, and Navazon’s technology, templates,
formats, and dashboards, including any modifications or improvements to these items made by us.
If Customer provides Navazon with feedback or suggestions regarding the Services or its other
offerings, Navazon may use the feedback or suggestions without restriction or obligation.
11. Limitations of Liability. Except for breaches of Sections 3.1 (Permitted Use), 3.3
(Restrictions), and 13 (Confidentiality), neither Navazon’s, Customer’s or their respective suppliers
or licensors will have liability arising out of or related to this Agreement for any loss of use, lost
data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special,
incidental, reliance, or consequential damages of any kind, even if informed of their possibility in
advance. Except for breaches of Sections 3.1 (Permitted Use), 3.3 (Restrictions), and 13
(Confidentiality) and liability arising out of Section 12 (Indemnification), neither Navazon’s,
Customer’s or their respective suppliers or licensors liability arising out of or related to this
Agreement will exceed in aggregate the amounts paid or payable by Customer to Navazon pursuant
to this Agreement during the 12 months prior to the date on which the applicable claim giving rise
to the liability arose under this Agreement. The waivers and limitations in this Section 11 apply
regardless of the form of action, whether in contract, tort (including negligence), strict liability or
otherwise and will survive and apply even if any limited remedy in this Agreement fails of its
essential purpose.
12. Indemnification. Customer will defend Navazon from and against any third-party claim to the
extent resulting from Customer Data or Customer’s breach or alleged breach of Section 6.1
(Customer Obligations), and will indemnify and hold Navazon harmless against any damages and
costs awarded against Navazon (including reasonable attorneys’ fees) or agreed in a settlement by
Customer resulting from the claim.
13. Confidentiality.
13.1. Definition. “Confidential Information” means information disclosed to a receiving party
(“Recipient”) under this Agreement that is marked by the disclosing party (“Discloser”) as
proprietary or confidential or, if disclosed orally, is designated as proprietary or confidential at the
time of disclosure. Our Confidential Information includes the terms and conditions of this
Agreement and any technical or performance information about the Services.
13.2. Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence
and not disclose it to third parties except as permitted in this Agreement, including Section 5.1 (Use
of Customer Data); and (b) only use Confidential Information to fulfill its obligations and exercise
its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential
Information, except, in the case where Navazon is the Recipient, Navazon may retain Customer’s
Confidential Information to the extent required to continue to provide the Services or maintain
availability for Customer to resume access to the Services in the future. Recipient may disclose
Confidential Information to its employees, agents, contractors, and other representatives having a
legitimate need to know, provided it remains responsible for their compliance with this Section 13
and they are bound to confidentiality obligations no less protective than this Section 13.
13.3. Exclusions. These confidentiality obligations do not apply to information that Recipient can
document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it
rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a
third party without breach of confidentiality obligations; or (d) it independently developed without
using Confidential Information.
13.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause
substantial harm for which damages alone are an insufficient remedy. Each party may seek
appropriate equitable relief, in addition to other available remedies, for breach or threatened
breach of this Section 13.
13.5. Required Disclosures. Nothing in this Agreement prohibits either party from making
disclosures, including of Customer Data and other Confidential Information, if required by Law,
subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and
cooperates in any effort to obtain confidential treatment.
14. Trials and Betas. If Customer or its Users receive access to or use of Services or features
thereof on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”),
such access to or use is permitted only for Customer’s internal evaluation and testing purposes
during the period designated by Navazon (not to exceed thirty 30 days unless otherwise agreed
upon by the parties in writing). These Trials and Betas will be considered part of the Services and,
subject to the remainder of this Section 14, all provisions of this Agreement relating to the Services
will apply to these Trials and Betas. Trials and Betas are optional and either party may terminate
Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or
include features that Navazon may never release, and their features and performance information
are deemed to be Navazon’s Confidential Information. Navazon may suspend Customer’s and its
Users’ access to the Trials and Betas at any time. Customer’s and its Users’ use of Trials and Betas is
at their own risk. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,
NAVAZON PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND
OUR LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED US $50.00.
15. Modifications. Navazon may modify this Agreement from time to time with notice to
Customer. Modifications take effect at the beginning of the next Subscription Term or when
Customer next enters into an Order unless Navazon indicates an earlier effective date. If Navazon
requires modifications with an earlier effective date and Customer objects, Customer’s exclusive
remedy is to terminate this Agreement with notice to Navazon, in which case Navazon will provide
Customer a refund of any pre-paid Fees for the terminated portion of the then-current Subscription
Term. To exercise this termination right, Customer must notify Navazon of its objections within 30
days after Navazon’s notice of the modified Agreement. Once the modified Agreement takes effect
Customer’s continued use of the Services constitutes its acceptance of the modifications. Navazon
may require Customer to click to accept the modified Agreement.
16. Miscellaneous.
16.1. General Provisions. This Agreement, including any other agreements expressly
incorporated by reference into this Agreement, are the entire and exclusive understanding and
agreement between Customer and Navazon regarding your use of the Services. Customer may not
assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by
operation of law or otherwise, without Navazon’s prior written consent. Navazon may assign this
Agreement and all rights granted under this Agreement, including with respect to your Customer
Data, at any time without notice or consent. The failure to require performance of any provision
will not affect Navazon’s right to require performance at any other time after that, nor will a waiver
by Navazon of any breach or default of this Agreement, or any provision of this Agreement, be a
waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section
headers in this Agreement is for convenience only and will not have any impact on the
interpretation of any provision. Neither party is liable for any delay or failure to perform any
obligation under this Agreement (except for a failure to pay Fees) due to events beyond its
reasonable control, such as a strike, pandemic, epidemic, health emergency, blockade, war,
pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural
disaster. Throughout this Agreement the use of the word “including” means “including but not
limited to.” If any part of this Agreement is held to be invalid or unenforceable, then the
unenforceable part will be given effect to the greatest extent possible, and the remaining parts will
remain in full force and effect.
16.2. Governing Law. This Agreement is governed by the laws of the State of Washington and the
United States without regard to conflicts of laws provisions that would result in the application of
the laws of another jurisdiction and without regard to the United Nations Convention on the
International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be
the state and United States federal courts located in King County, Washington and both parties
submit to the personal jurisdiction of those courts.
16.3. Additional Terms. Customer’s use of the Services is subject to all additional terms, policies,
rules, or guidelines applicable to the Services or certain features of the Services that Navazon may
post on or link to from the Services (“Additional Terms”). All Additional Terms are incorporated
by this reference into, and made a part of, this Agreement.
16.4. Consent to Electronic Communications. Customer agree that any notices, agreements,
disclosures, or other communications that Navazon sends to Customer electronically will satisfy
any legal communication requirements, including that those communications be in writing.
16.5. Contact Information. The Services are offered by Navazon Inc., located at 12818 72nd Ave
NE, Kirkland, WA 98034. Customer may contact Navazon by sending correspondence to that
address or by emailing Navazon at support@navazonconsulting.com.
16.6. Notice to California Residents. If Customer are a California resident, then under California
Civil Code Section 1789.3, Customer may contact the Complaint Assistance Unit of the Division of
Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market
Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to
resolve a complaint regarding the Services or to receive further information regarding use of the
Services.
17. Definitions.
“Aggregated Data” means Customer Data that has been deidentified or aggregated with other data
such that the resulting data no longer reasonably identifies Customer or a specific individual.
“Amazon” means Amazon.com Services LLC and/or its affiliates.
“Customer Data” means any data or information that: (a) Customer (including its Users) submits to
the Services, including from Third-Party Platforms; and (b) is collected, accessed, used, disclosed,
transferred, transmitted, stored, hosted, or otherwise processed by Navazon to provide the Services
to Customer.
“Documentation” means the then-current version of Navazon’s usage guidelines and standard
technical documentation for the Services that Navazon makes generally available to its customers
that it provides the Services to.
“High Risk Activities” means activities where use or failure of the Services could lead to death,
personal injury, or environmental damage, including life support systems, emergency services,
nuclear facilities, autonomous vehicles, or air traffic control.
“Laws” means all applicable relevant local, state, federal and international laws, regulations and
conventions, including those related to data privacy and data transfer, international
communications, and export of data.
“Order” means an order form or other order document that references this Agreement and that is
(a) executed by the parties or (b) entered into by Customer pursuant to Navazon’s designated online
order flow process.
“Process” means to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process.
“Prohibited Data” means any: (a) special categories of data enumerated in European Union
Regulation 2016/679, Article 9(1) or any successor legislation; (b) patient, medical, or other
protected health information regulated by the Health Insurance Portability and Accountability Act
(as amended and supplemented) (“HIPAA”); (c) credit, debit, or other payment card data subject to
the Payment Card Industry Data Security Standards; (d) other information subject to regulation or
protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-
Leach-Bliley Act (or related rules or regulations); (e) social security numbers, driver’s license
numbers, or other government ID numbers; or (f) any data similar to the above protected Laws.
“Software” means any software, scripts, or other code required by Navazon to operate the Platform.
“Subscription Term” means: (a) with respect to Platform access, the period during which
Customer’s subscription to access and use the Platform is in effect and (b) with respect to
Professional Services made available to Customer on a subscription or otherwise renewable basis,
the period for which Customer is paying for such Professional Services, in each case (a) and (b), as
identified in the applicable Order.
“Third-Party Platform” means any third-party platform, add-on, service, or product not provided
by Navazon that Customer elects to integrate or enable for use with the Services or that is otherwise
required for use of the Services.
“Third-Party Terms” means the legal terms applicable to Customers’ or its Users’ use of or access
to Third-Party Platforms.
“Usage Data” means information generated from the use of the Service that does not identify Users,
any other natural human persons, or Customer, such as technical logs, data, and learnings about
Customer’s use of the Services, but excluding any identifiable Customer Data.
“User” means any employee or contractor of Customer that Customer allows to use the Platform on customer’s behalf.