Terms of Service

NavOut, Inc.

Last Updated: 1/28/2025

Welcome to NavOut AI. These Terms of Service (“Terms”) govern your use of the websites, applications, and services (collectively, the “Services”) provided by NavOut, Inc. (the “Company,” “we,” “us,” or “our”), a Delaware C-corp with a principal address at 8 The Green #17721, Dover, Delaware 19901. By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, including any future modifications. If you do not agree to these Terms, you may not access or use the Services.

1. Definitions

  1. Account: A unique profile created by an individual or entity to access or use certain features of the Services.

  2. Content: Any material (e.g., text, images, code, data, or other media) made available or processed through the Services.

  3. Personal Information: Information relating to an identifiable individual, as defined in our Privacy Policy.

  4. User: An individual or entity that accesses or uses the Services.

2. Privacy and Data Protection

  1. Privacy Policy: Use of our Services is also governed by our Privacy Policy, which is incorporated by reference into these Terms. We align with data protection regulations such as GDPR, CCPA, and PIPEDA, as further detailed in our Privacy Policy.

  2. User Data: By using the Services, you acknowledge that we may collect, store, process, and share certain personal and non-personal information in accordance with our Privacy Policy. If you incorporate NavOut AI into your own products or platforms, you represent that you have all necessary rights to share any user data with us.

3. Eligibility

  1. Age Requirement: You must be at least 18 years old to use the Services. If you are using the Services on behalf of a company or organization, you represent that you have authority to bind that entity to these Terms.

  2. Compliance: You agree to comply with all applicable laws, regulations, and Company policies when accessing or using the Services.

4. Account Registration and Security

  1. Account Creation: Certain features require you to create an Account and provide accurate, complete information. You agree to keep your information up to date.

  2. Credentials: You are responsible for maintaining the confidentiality of your Account credentials. Any actions taken using your credentials are deemed authorized by you.

  3. Unauthorized Use: You must immediately notify us of any unauthorized use or security breach related to your Account.

5. License and Acceptable Use

  1. License Grant: Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for internal business or personal purposes.

  2. Prohibited Conduct: You agree not to:

    • Circumvent any security feature or access controls.

    • Upload harmful code, including viruses, spyware, or other disruptive software.

    • Harvest or collect Personal Information of other users without lawful basis or consent.

    • Engage in fraudulent, abusive, or illegal activity in connection with the Services.

  3. Third-Party Integrations: If you connect external sites, apps, or services to NavOut AI, you remain responsible for compliance with all external terms and for any user data shared with us.

6. AI and Recommendation Services

  1. Data Processing: Our AI-driven recommendation engine ingests user, content, item, and event data to deliver personalized experiences. You represent and warrant that your provision of user, content, item, and event data complies with applicable data protection laws (e.g., GDPR, CCPA, PIPEDA), and that you have obtained any necessary consent or lawful basis.

  2. Accuracy and Reliability: While we strive to offer robust, up-to-date recommendations, the AI outputs may not always be error-free or suitable for every scenario. Use of AI-based suggestions is at your discretion.

  3. Feedback and Improvements: By providing feedback on our algorithms, you grant us a worldwide, royalty-free license to use and incorporate that feedback without obligation.

  4. Please reference our Privacy Policy for more details on how personal data is collected, retained, or transferred.

7. Fees and Payment

  1. Subscriptions: Certain features may require a subscription or usage-based fees. Specific payment terms, renewal dates, and pricing are outlined in your service order or subscription plan.

  2. Late Payments: If payments are overdue, we reserve the right to suspend or terminate your access. You are also responsible for any collection costs or legal fees related to recovering outstanding amounts.

  3. Refunds: Unless otherwise stated in a separate agreement, all fees are non-refundable.

8. Intellectual Property

  1. Company IP: We retain all rights, title, and interest in and to the Services, including software, algorithms, and any associated intellectual property. Your use of the Services does not transfer ownership of any IP to you.

  2. User Content: If you post or upload Content to the Services, you represent that you have the necessary rights or permissions. You grant the Company a non-exclusive license to use, store, display, and modify your Content as needed to provide the Services.

  3. Trademarks: NavOut™, NavOut AI™ and related marks are trademarks of the Company. You must not use our trademarks without express written permission.

9. Privacy Rights, Cookies, and Communications

  1. Global Privacy Rights: Users may have specific data subject rights under GDPR (EU/UK), CCPA (California), PIPEDA (Canada), or other laws. Details are found in our Privacy Policy.

  2. Cookies and Tracking: We use cookies and similar tracking tools for security, analytics, and user experience. By using the Services, you consent to their use as described in our Privacy Policy.

  3. Communications: We may send you service announcements, administrative messages, or marketing communications. You can opt out of non-essential messages via your Account settings or unsubscribe links.

10. Confidentiality

  1. Confidential Information: Each party agrees to protect any non-public, proprietary, or confidential information received from the other party, using at least the same degree of care it employs with its own confidential information.

  2. Exclusions: Confidential Information does not include data that is or becomes publicly available through no fault of the receiving party, is lawfully in possession prior to disclosure, is independently developed, or must be disclosed by law.

11. Termination

  1. Termination by Company: We may suspend or terminate your access to the Services if you violate these Terms, fail to pay fees when due, or engage in fraudulent or abusive practices.

  2. Termination by You: You may close your Account at any time. If you have a paid subscription, you remain responsible for all fees incurred through the end of the billing cycle unless otherwise stated.

  3. Effect of Termination: Upon termination, all rights and licenses granted to you in these Terms immediately cease. We may delete or destroy any Content you have stored on our systems unless otherwise required by law.

12. Disclaimers and Limitation of Liability

  1. Disclaimer of Warranties:
    THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

  2. Limitation of Liability:
    TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NAVOUT, ITS AFFILIATES, OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.

  3. Exclusions:
    Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability. In such places, these Terms apply to the maximum extent permissible.

13. Indemnification

You agree to defend, indemnify, and hold harmless NavOut, its affiliates, and their respective directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to your use of the Services, your violation of these Terms, or your infringement of any intellectual property or other rights of any person or entity.

14. Dispute Resolution

  1. Governing Law:
    These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

  2. Arbitration:
    Any dispute arising under or relating to these Terms shall be resolved via binding arbitration in Dover, Delaware, under the rules of the American Arbitration Association. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

  3. Injunctive Relief:
    Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

15. Changes to These Terms

We may update these Terms from time to time. The updated version will be indicated by an updated “Last Modified” date at the top of this document. If material changes occur, we will provide you with prominent notice (e.g., email notification or website announcement). By continuing to use the Services after an update, you agree to the revised Terms.

16. General Provisions

  1. Assignment:
    You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations under these Terms freely.

  2. Entire Agreement:
    These Terms, together with our Privacy Policy, constitute the entire agreement between you and the Company concerning the Services.

  3. Severability:
    If any provision is deemed invalid, the remaining provisions will remain in effect.

  4. No Waiver:
    Our failure to enforce any right or provision of these Terms does not constitute a waiver.

17. Contact Information

If you have any questions or comments about these Terms, or wish to report any violations, please contact us at:

NavOut, Inc.
8 The Green #17721
Dover, DE 19901
Email: contactus@navout.ai

By using NavOut’s Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.