Navazon Terms of Service

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.