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NAVAN TERMS OF SERVICE

Last Updated: February 7, 2023

These terms of service (“Terms”), together with any Service Order and exhibits
(if any), form a legal agreement (“Agreement”) between you (including, if
applicable, any legal entity that you represent or act for) (“Customer”) and
Navan, Inc. (“Navan”) and sets forth the terms and conditions governing
Customer’s access to and use of the Services (as defined below). Navan may amend
these Terms from time to time with notice to Customer.

1. DEFINITIONS

1.1. “Active User” means a User that has commenced a Trip (not including
personal Trips) or submitted an Expense Services transaction within a calendar
month.

1.2. “Affiliate” means with respect to a party, any entity that is controlled
by, controls, or is under common control with such party, where the term
“control” means the ownership, directly or indirectly, of more than fifty
percent (50%) of the shares entitled to vote for the election of directors.

1.3. “App” means the mobile applications owned by Navan through which a User (as
defined below) may access the Services.

1.4. “Booking Services” means the online and hosted services provided by Navan
through the App or Site which includes, at a minimum, the functionality for
Users to search for and book travel and to access 24/7/365 support, as well as
administrative functionality including real-time reporting, traveler tracking,
and (if applicable) corporate customer support.

1.5. “Confidential Information” means any written, machine-reproducible, and/or
visual materials that: (i) are clearly labeled as proprietary or confidential;
(ii) are identified as proprietary or confidential at the time of their
disclosure or in a writing provided within thirty (30) days after disclosure; or
(iii) should reasonably be understood to be confidential given the nature and
circumstances of its disclosure; provided, however, 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) is independently developed by the receiving party, which independent
development can be shown by written evidence.

1.6. “Customer Data” means any personal data or payment information (a) provided
by the Customer or its Users into the Services, or (b) that Customer authorizes
Navan to collect from third parties that is related to Customer or its Users for
the provision of the Services, and includes Shared Information (defined in
Section 5.2). Customer Data shall be deemed to be Confidential Information of
Customer.

1.7. “Expense Services” means the online and hosted services provided by Navan
through the App or Site that include, at a minimum, the functionality for Users
to use commercial payment cards and the ability to submit expenses for
reimbursement, as well as administrative functionality including real-time
reporting and (if applicable) corporate customer support.

1.8. “Fees” means any fees paid by Customer to Navan for the Services, as
specified on an applicable Service Order.  Fees do not include any monies paid
by Customer for Travel Services (defined in Section 5.2), Reward Program Funds
(defined in Section 5.4.1), or Charges (defined in Section 6.3).

1.9. “Implementation Services” means the services performed by Navan to
configure and launch the Services for use by Customer and its Users, as further
described in the Service Order.

1.10. “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.

1.11 “M&E Services” means services provided by Navan or its Affiliates to
manage meetings and events as specified on a Service Order, such as estimating
travel costs, booking group travel and other administrative or management
services.

1.12. “Payment Services” means the online and hosted services provided by Navan
through the App or Site that include, at a minimum, the functionality for Users
to use virtual commercial payment cards for business expenses, as well as
administrative functionality including real-time reporting and (if applicable)
corporate customer support.

1.13. “PSP” means a third-party payment service provider through which Customer
agrees to receive Navan Expense Services.

1.14. “PSP Terms” means the agreement(s), if any, between Customer and a PSP.

1.15. “Request” is a single support request, whether addressed across one or
multiple interactions (e.g., email messages, calls).  For clarity, a single Trip
may have more than one Request.

1.16. “Service Order” means an order for Services mutually agreed between the
parties, whether agreed in writing or by clicking to agree online.

1.17. “Service(s)” means the online and hosted services provided by Navan
through the App or Site (which may include a combination of Booking Services,
Expense Services, Payment Services), as well as any separate professional
services, such as Implementation Services and/or Success Services.  The scope of
the Services purchased by the Customer may be further described in the
applicable Service Order.

1.18. “Site” means the Navan website located at https://app.navan.com/.

1.19. “Software” means any Navan or third-party software used by Navan to
provide the Services.

1.20. “Success Services” means the select corporate support services offered by
Navan to facilitate and enhance Customer’s use of the Services.

1.21. “Navan Expense Services” means any Payment Services or Expense Services. 
Navan Expense Services that are provided in Euros or British Pounds are referred
to as “Navan Expense EUR Services” and “Navan Expense GBP Services”,
respectively, and together as “Navan Expense EUR/GBP Services”.

1.22. “Trip” means the full set of travel reservations – including but not
limited to air tickets, hotel rooms, car rentals, and other ancillary services,
in any combination – that are purchased to enable one (1) personal or business
trip.

1.23. “User” means an employee, advisor, contractor, or agent of Customer, or
other individual authorized by Customer, that has:  (i) been assigned a unique
username-password combination by Customer to access and use the Services, or
(ii) downloaded and registered through the App or the Site to access and use the
Services.



2. ACCOUNT; IMPLEMENTATION

2.1. Employer Account. To access the features of the Services, Customer must
register for an account (the “Employer Account”) on the Navan Site or App.
Customer is responsible for maintaining the confidentiality of its account
access credentials, the credentials of Users, and the security of Customer’s
systems and networks that it uses to access the Services. If Customer has reason
to believe that its Employer Account is no longer secure, then it shall notify
Navan as soon as possible.

2.2. Implementation Services. Navan will provide the applicable Implementation
Services, as described in the Service Order, to enable Customer to use the
Services. Customer will provide cooperation and assistance as described in
Section 3.1.

3. CUSTOMER OBLIGATIONS

3.1. Cooperation and Assistance.  Customer shall at all times:  (a) provide
Navan with good faith cooperation and access to such information and personnel
assistance as may be reasonably required by Navan in order to provide the
Services from time to time; and (b) carry out in a timely manner all other
Customer responsibilities set forth in the Agreement.

3.2. Customer Onboarding.  Customer will provide complete and accurate
information to Navan to establish an Employer account and, as applicable, an
account with one or more PSPs for Navan Expense Services.  Customer authorizes
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.

3.3. Material Changes. Customer must notify Navan promptly, but in any event
within ten (10) business days, if there are any material changes in the
information that Customer provided to Navan, including but not limited to:
jurisdiction of registration, ownership structure, tax identification, financial
condition, or administrative point of contact. Customer must also notify Navan
immediately, but in any event within two (2) business days, if Customer 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 Customer.

3.4. Marketing Support.  Customer grants to Navan a non-exclusive,
non-transferable (except as permitted under Section 15.7), revocable, limited
right to use the Customer name, trademarks, and logos (collectively, the
“Customer Marks”) in accordance with any Customer trademark and logo use
guidelines that Customer provides to Navan.  Any public use by Navan of the
Customer Marks shall be subject to Customer’s prior consent, except that Navan
may use the Customer Marks to identify Customer as a customer of Navan,
including on the Navan corporate website. All goodwill developed from such use
shall be solely for the benefit of Customer.

3.5. Enforcement.  Customer shall ensure that all Users comply with the
Agreement, including, without limitation, with Customer’s obligations set forth
in Sections 4.4, 4.5, and 4.6.  Customer shall be responsible for noncompliance
by Users and shall promptly notify Navan of any suspected or alleged violation
of the Agreement 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 Agreement.  Navan may suspend or terminate any User’s access to the Services
upon notice to Customer if Navan reasonably determines that such User has
violated the Agreement or has otherwise violated applicable law.

3.6. Telecommunications and Internet Services.  Customer’s use of the Services
requires access to telecommunications and internet services.  Customer is solely
responsible for any telecommunications and internet services and other hardware
and software required to access and use the Services.  Navan is not responsible
for any disruption or harm related to telecommunications and internet services.

3.7. License to Customer Data.  Customer Data includes data derived from
Customer Data but does not include non-identifiable data or metadata associated
solely with the behaviors or actions of Users with the Services (“Usage Data”).
Customer will retain all right, title, and interest in Customer’s Intellectual
Property Rights to Customer Data. Navan may reproduce, distribute, modify, and
adapt Customer’s Data for the purpose of providing the Services, including
disclosing Customer Data to subprocessors to provide the Services to Customer
and to Travel Providers to facilitate the purchase or provision of Travel
Services by a User. Navan may use, during and after the Agreement, Usage Data
for its own business purposes, such as operating and improving the Services and
developing new products and services. Navan may use, display, store, disclose or
transfer Customer Data as may be required by law or legal process and Navan
shall provide reasonable notice to Customer of any such disclosure. Navan shall
be liable for the acts and omissions of its subprocessors to the same extent
Navan would be liable if performing the services of each subprocessors.

3.8. Representations and Warranties with Respect to Customer Data.  With respect
to any Customer Data that Customer imports, stores, or processes through the
Services and provided that Navan uses such Customer Data in compliance with the
terms of the Agreement, Customer represents and warrants that:

3.8.1. It is the creator and owner of, or has the necessary licenses, rights,
consents, and permissions to use and to authorize Navan (and, where applicable,
Users) to collect, use and distribute Customer Data as necessary to exercise the
licenses granted by Customer in the Agreement.

3.8.2. Customer’s privacy policies and practices allow Customer to provide
Customer Data regarding Users to Navan, and do not prohibit or conflict with
Navan’s ability to use, store, and disclose such Customer Data for the purpose
of providing the Services to Customer.



4. NAVAN SERVICES

4.1. Services. Navan will provide the Services in accordance with the Agreement,
commencing on the date set forth in the Service Order (or, if no Service Order
is in place, then on the date Customer begins using the Services) until the
Service Order or this Agreement expires or is otherwise terminated hereunder.
Customer may access and use the Services solely for its internal business
purposes, and such access and use is expressly limited to the Users of Customer.

4.2. Access to Services. Access to the Services that are provided on a per User
basis will be set forth in the Service Order. If Customer’s use of the Services
exceeds the specified number of Users, Customer will be subject to applicable
additional Fees. Navan may place reasonable restrictions on the Employer
Account, such as restricting or limiting Customer’s ability to add new Users,
until Customer has adequately addressed any use in excess of the rights granted
hereunder.

4.3. Changes. Navan may change the Services at any time, unless such change has
a negative material impact on the features available to Customer and its Users.

4.4. Restrictions. Customer shall not attempt to interfere with or disrupt the
Services, Site, App, or Software or attempt to gain access to any systems or
networks that connect thereto (except as required to access and use the
Services). Customer shall not allow access to or use of the Services by anyone
other than Users. Customer shall not: (a) copy, modify or distribute any portion
of the Services, Site, App, or Software; (b) rent, lease, or provide access to
the Services on a time-share or service bureau basis; (c) modify, data scrape,
reverse engineer, disassemble, or decompile any portion of the Services, Site,
App, or Software; (d) use the Services in order to (i) build a competitive
product or services, or (ii) copy any ideas, features, functions, or graphics of
the Services; (e) remove or modify any title, trademark, or copyright from the
Services; (f) create derivative works based on the Services or otherwise violate
Navan’s Intellectual Property Rights; or (g) transfer any of its rights
hereunder (except as specified in Section 15.7).

4.5. Acceptable Use Policies. Customer shall use the Services exclusively for
authorized and legal purposes, consistent with all applicable laws, regulations,
and the rights of others. Customer may not use the Services in any manner that
would violate the rights of any third party, including but not limited to
storing or processing any third party confidential, personal, or payment
information into the Services without proper lawful license or permission to do
so. Customer shall not use the Services to transmit any bulk unsolicited
commercial communications. Customer shall keep confidential and shall not
disclose to any third parties any user identifications, account numbers, or
account profiles. Customer shall be responsible for the compliance of its Users
with Customer’s travel expense and payment policies, including but not limited
to in-policy selection of travel options by Users, proper use of Customer’s
corporate credit card(s) by Users, and proper submission and substantiation of
expenses by Users for reimbursement by Customer. Customer acknowledges 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
Customer shall not use the Services for such purposes or under such
circumstances.

4.6. Illegal Use of Services. Customer shall not use the Services in any manner
that would violate applicable laws. Navan may immediately terminate this
Agreement or applicable Service Order, suspend Customer’s access to the Services
and/or suspend or cancel any booking if (i) Navan determines in its sole
discretion that the Services are being used fraudulently, for criminal purposes,
or in violation of any applicable law or regulation, or (ii) a governmental,
legal, or other law enforcement authority requires or instructs Navan to do so.

4.7. Data Maintenance and Backup. The Navan Services are not intended to be a
data warehouse or data back-up solution. While full restoration may not be
possible in the event of loss or corruption of Customer Data, Navan shall use
its commercially reasonable efforts to restore any lost or corrupted Customer
Data from its latest backup.

5. BOOKING SERVICES.

5.1. Algorithm. The Booking Services make use of certain proprietary algorithms
(collectively, the “Algorithm”) that take into account factors such as Customer
policy, User profiles and behavior, current market conditions, and other
relevant factors to determine dynamic travel policy limits, market price, Price
to Beat, Rewards availability and amounts, sorting of Travel Services results,
availability of special products and discounts, or other features. The Algorithm
does not determine or affect the price of any Travel Services. Customer
acknowledges 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.

5.2. Travel Services. Through the Booking Services, Customer and its Users may
receive services (“Travel Services”) from third-party providers of travel and
related services, such as airlines, hotel operators, rail companies, travel
inventory aggregators, travel networks and agencies, and car rental agencies
(“Travel Provider(s)”). In order to facilitate the purchase of Travel Services
by a User, Customer and the User authorize Navan to submit certain information,
including the name and other personal information of the User and the applicable
payment information (collectively, the “Shared Information”), to the Travel
Provider to the extent required by the Travel Provider. As an example and by way
of illustration only: to facilitate a User’s purchase of an airline ticket,
Navan may provide the User’s name, other identifying information, and payment
information to the Travel Provider (the airline).

5.2.1. Navan is not responsible for the provision of Travel Services and does
not guarantee the correctness of any material, information, or results made
available to Customer by or from Travel Providers, and the presentation of
travel inventory through the Booking Services does not constitute a binding
contract offer by Navan or the respective Travel Provider. Customer acknowledges
and agrees that (i) the purchase of Travel Services may be subject to the terms
and conditions, agreements (such as contract of carriage), and privacy and
security policies of the specific Travel Provider selected by the User, and (ii)
the use of Travel Services will be subject to Customer’s and Users’ compliance
with applicable law. Customer and its Users shall be solely responsible for, and
assume all risk arising from, the selection, use, and receipt of any Travel
Service. Customer shall be responsible for the accuracy of all Shared
Information it provides to Navan, provided that Navan takes reasonable measures
to ensure the accuracy of information and data it transmits between the User and
the Travel Provider in a booking transaction.

5.2.2. Navan takes commercially reasonable measures to check the accuracy of the
information and description of the Travel Services displayed on the Booking
Services (including, without limitation, the pricing, photographs, list of hotel
amenities, general product descriptions, etc.); however, Navan does not
guarantee the accuracy or completeness of such information, as provided by
Travel Providers. Navan disclaims any and all liability for any errors or other
inaccuracies relating to the Travel Services except to the extent such errors
are caused by or introduced by an act or omission of Navan. Navan expressly
reserves the right to correct any pricing errors on the Booking Services and/or
pending reservations made under an incorrect price.

5.2.3. Navan will not be liable for the performance of any Travel Service, any
loss or injury to any User resulting from a Travel Service, or any unauthorized
use, disclosure, or misuse of any Shared Information by a Travel Provider.

5.3. Travel Risk. By offering reservations for Travel Services via the Booking
Services, Navan does not represent or warrant that travel to such areas is
advisable or without risk, and is not liable for damages or losses that may
result from travel to such destinations. The Travel Providers are not agents,
subcontractors, or employees of Navan. Navan disclaims all liability relating to
the actions or inactions of Travel Providers or to any Travel Services,
including any actions or inactions that result in any personal injuries, death,
property damage, or other damages to Customer or a User. Navan has no liability
to Customer or its Users and will make no refund in the event that any delay,
cancellation, overbooking, strike, Force Majeure Event, or other cause impacts
any Travel Services.

5.4. Rewards Program. If Customer, in its sole discretion, elects in a Service
Order or through the Employer Account to provide Customer-funded Reward Points
to its Users, and its Users are enrolled in the Navan Rewards Program, the
following terms will apply to Customer-funded Rewards Points:

5.4.1. Definitions. “Price to Beat” means the target cost of a particular travel
option, as determined by the Algorithm, as displayed in the Booking Services.
“Reward-Eligible Booking” means a travel option (e.g., flight, hotel, car
rental) that is purchased and actually used by a User via the Navan Site or App
for business travel (excluding any travel services for personal or non-business
travel, and travel services for which payment is made using Reward Points (as
defined below)). “Eligible Savings” means the difference between the Price to
Beat and the total actual purchase price of the Reward-Eligible Booking, where
the purchase price is less than the Price to Beat. “Reward Points” means a
percentage of the Eligible Savings (which percentage is determined by the
Algorithm), which is allocated to, and may be redeemed by, the User as a
personal reward via the Navan Rewards Program. Reward Points accrue to the User
upon the User’s completion of travel for the Reward-Eligible Booking. “Reward
Program Funds” means the aggregate accrued Customer-funded Reward Points for all
Users. “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 Reward Points.

5.4.2. Invoicing and Payment. Each month, Customer shall pay to Navan the Reward
Program Funds that have accrued during the prior calendar month, whether or not
the Reward Points have been redeemed by the Users.  Customer is solely
responsible for the cost of the Reward Program Funds, and any redemption of
Reward Points by a User is subject to Customer‘s payment of the applicable
Reward Program Funds.  A Management Fee (as described in Section 7.3 below) will
apply to any payment of Reward Program Funds via a method other than Auto Debit.

5.4.3. Taxes and Legal Responsibilities. Customer shall be responsible for
payment of all Taxes and associated legal responsibilities, and any related
interest and/or penalties, resulting from any payments made to Users under the
Navan Reward Program, including, but not limited to, preparing applicable Forms
W2 and Forms 1099-MISC for Users.

5.4.4. Rewards. Navan is not responsible for and makes no warranty with respect
to the quality of any Rewards, or their suitability to a specific use. Rewards
are supported by the warranties, if any, of their individual providers.

6. PAYMENT AND EXPENSE SERVICES

If Customer elects, in its sole discretion, to purchase any Navan Expense
Services, the terms in this Section 6 will apply (except as noted in Section 6.5
below).

6.1. Spend Limit(s) and Adjustments. Customer’s account for Navan Expense
Services will be subject to a limit on the amount it may spend ("Spend Limit"),
which Navan will set in its sole discretion. If Customer is purchasing Navan
Expense EUR/GBP Services, Customer may have a separate Spend Limit for each
currency (USD, EUR, and/or GBP, as applicable).  Customer’s initial Spend Limit
is indicated in the applicable Service Order or a notice provided after Navan
evaluates Customer’s application to receive Services. Navan may adjust any
Customer Spend Limit in its sole and absolute discretion, with written notice to
Customer. Customer will promptly provide accurate information regarding its
financial condition upon Navan's request. Customer 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 Expense Services
if and when (i) Customer reaches any Spend Limit, or (ii) Navan debits from
Customer’s Reserve Amount, if applicable.

6.2. Reserve Amount.  Navan may require Customer to provide a designated sum to
Navan as a cash-secured deposit (the “Reserve Amount”) before the full Spend
Limit is available to Customer.  Charges are not debited against the Reserve
Amount unless Customer becomes delinquent in its payments to Navan.  Upon
written instruction by Navan, Customer shall send the Reserve Amount to a Navan
account used for customer deposits.  Upon termination of the Agreement or
termination of the Navan Expense Services, and no later than ten (10) business
days after all outstanding Charges have been paid, the Reserve Amount will be
returned to Customer, to an account designated in writing by Customer.

6.3. Customer Charges.  Customer shall pay Navan for all goods and services
purchased using the Navan Expense Services and all other payments made via the
Navan Expense Services (the “Charges”).  All charges must be for business
purposes, and not for personal, family or household purposes. As part of
onboarding, Customer will provide its bank account information to Navan for
purposes of payment. Customer agrees that Navan may save such bank account
information and that payments for Charges shall be made in accordance with the
payment method indicated on the applicable Service Order and with this Section
6.

6.4. Invoicing and Payment.  Each month, Navan shall provide a statement to
Customer listing the Charges incurred during the prior month.  Customer consents
to electronic notification and distribution of statements, and Navan shall send
Customer an email notification that provides Customer with access to each
monthly statement.  Payment terms for all Charges are set forth in the
applicable Service Order.  All Charges will be paid by bank transfer, in the
currency indicated in the applicable Service Order.

6.5. Customer Rebate.  This Section 6.5 does not apply to Navan Expense EUR/GBP
Services.  By using Navan Expense Services, Customer may be eligible to earn a
rebate (the “Rebate”).  The Rebate will be calculated by Navan at the end of
each calendar month by multiplying the Customer Rebate Percentage (indicated in
the Service Order) by Customer’s Eligible Rebate Spend during the month. 
“Eligible Rebate Spend” means Customer’s total spend using Navan Expense
Services cards where the card is issued in USD, the transaction’s base currency
is USD, and the merchant is located in the United States.  Eligible Rebate Spend
excludes spend made in other currencies.  The Rebate will be provided to
Customer in the form of an account credit that will be available within thirty
(30) days after each calendar month.  The Rebate will be automatically applied
to Charges Customer accrues using Navan Expense Services after the Rebate is
posted to Customer’s account.  Upon written notice to Customer, 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 to Customer, Customer will
have 30 days from the date of the notice of the modification to terminate the
Agreement pursuant to Section 4.3.  Upon expiration or termination of this
Agreement (or any applicable Service Order), Navan will issue a check or
initiate a bank transfer for any then-current Rebate amount, after all
outstanding Charges have been paid.  Customer shall not be entitled to any
unused Rebate amount if this Agreement is terminated due to material breach by
Customer.

6.6. Suspension of Navan Expense Services.  Navan may suspend or terminate
Customer’s access to Navan Expense Services at any time and for any reason
without prior notice.  Any Charges or other Customer payment obligations that
precede termination of Navan Expense Services for any reason will survive such
termination.  If Navan suspends the Navan Expense Services and Customer
subsequently cures, to Navan’s reasonable satisfaction, the reason for the
suspension (or the cause of the suspension is otherwise resolved to Navan's
satisfaction), Navan will promptly restore Customer’s access to the Navan
Expense Services.

7. PAYMENTS; TAXES; RIGHT TO DISPUTE PAYMENTS

7.1. Payment of Fees. Customer shall pay the Fees as set forth by Navan in
accordance with this Agreement, using the method described therein or as
selected by Customer on the Navan Site (if applicable). Customer is responsible
for maintaining complete and accurate billing and contact information and
notifying Navan of any changes to such information.

7.2. Payment by Bank Transfer. Where Customer makes any payment by bank transfer
(as will be indicated in the Service Order), Customer shall maintain sufficient
funds or credit in its designated account(s) to cover and timely make such
payments, and shall direct its financial institution to authorize such payments.
Customer shall reimburse Navan for any bank charges incurred by Navan if a
payment is denied due to insufficient funds. The parties shall follow the
process required for each payment method. For example:

7.2.1. For payments made by customer-initiated bank transfer (“Credit
Transactions”), including ACH Credit, Navan shall provide an invoice to Customer
in advance of the payment due date and Customer shall initiate payment to Navan
from its bank account to cover the payment due, on or before the due date.

7.2.2. For payments made by Navan-initiated bank transfer (“Auto Debit”),
including ACH Auto Debit, Navan shall provide an invoice to Customer in advance
of the payment due date and Navan will then initiate a debit transaction on the
designated account on the payment due date.  Customer’s selection of Auto Debit
constitutes Customer’s authorization for Navan to initiate such debit
transactions.  Navan may draw or transmit funds to its own order for any
payments.

7.3. Management Fee. For certain services or features, Navan’s preferred payment
method is Auto Debit. Customer may, however, elect to use Credit Transactions or
another payment method for such payments; provided, however, that Navan will
charge a service fee (the “Management Fee”).  Any such Management Fee will be
specified in the Service Order and will be payable using the same payment
method, and on the same payment terms, as the underlying payment amount.

7.4. Taxes. Fees are exclusive of taxes, duties, levies, tariffs, and other
governmental charges (including, without limitation, VAT) (collectively,
“Taxes”). Customer shall be responsible for payment of all Taxes associated with
its purchase of Services and any related interest and/or penalties resulting
from any Fees, other than any taxes based on Navan’s net income, property, or
employees. If Navan is legally required to collect and remit Taxes which the
Customer is responsible for, Navan will state such Taxes separately on an
invoice and Customer shall pay the Taxes to Navan unless Customer provides Navan
with a valid tax exemption certificate with order. If Navan is not legally
required to collect and remit Taxes which the Customer is responsible for, there
will be no Taxes stated on the invoice, and Customer shall self-assess and remit
all taxes to the appropriate governing authority. For all non-USA based
transactions, the Customer shall self-assess any related Taxes, including but
not limited to VAT and GST. Customer is responsible for all withholding tax:
Taxes will not be deducted from Customer payments to Navan, except as required
by applicable law, in which case Customer 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, Customer
will provide proof of withholding tax remittance to the applicable tax
authority. Both 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 Travel Services, Navan shall reflect such Taxes in
invoices and/or in the reporting available to Customer on the Navan Site, and
Customer shall be responsible for the payment of all such Taxes.

7.5. Local Currency. All Fees will be billed and charged in USD unless otherwise
stated in the Service Order. Trip Fees will be invoiced in the currency
indicated on the applicable Service Order. Any currency conversion required for
Trip 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 Customer, the conversion will be undertaken at the
last day of the invoice period, at the exchange rate applicable at that time.

7.6. Late Payments. If Navan is unable to obtain payment of any Fees or Charges
via the payment information on file or if payment of Fees or Charges is
otherwise overdue, Navan may, in its discretion: (i) apply interest on past due
amounts at the rate of one and one half percent (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 Customer’s Reserve Amount, if applicable; and/or (iii) suspend
Customer’s access to the Services if Fees or Charges remain overdue after
reasonable notice (no less than fourteen (14) days for Fees; no less than three
(3) days for Charges) is provided to Customer. Except as otherwise set forth in
an applicable Service Order, Fees and Charges are non-refundable.

7.7. Disputed Fees or Charges. Navan shall not pursue its rights under Section
7.6 with respect to Fees or Charges that are under a reasonable, good faith
dispute which Customer is cooperating diligently to resolve. Customer may
dispute any Fees or Charges by contacting ar@navan.com within thirty (30) days
after the Fees or Charge are invoiced or are posted to Customer’s account (as
applicable). Navan will review the dispute and address the disputed item(s) in
its reasonable discretion. Fees and Charges not disputed within the thirty-day
period shall be deemed to have been agreed to by Customer.

8. OWNERSHIP.

8.1. Navan Property. As between Navan and Customer, the Services, Site, App, and
Software (and all copies of the Software), and all Intellectual Property Rights
therein or relating thereto, are and shall 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 to the foregoing not expressly granted in the Agreement.

8.2. Customer Feedback. If Customer or its Users submit suggestions, ideas,
comments, or questions containing product feedback about or posted through the
Services (“Feedback”), Customer grants 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 Customer Confidential Information,
including Customer Data, and shall not reference or identify Customer or its
Users. Customer shall have no intellectual property right in the Services as a
result of Navan’s incorporation of Feedback into the Services.

9. CONFIDENTIALITY AND SECURITY.

9.1. Confidentiality Obligations. During the Term of the Agreement, 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 the 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 the terms of the
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 any governmental agency, provided that before
disclosing such information the receiving party must provide (to the extent
permitted by applicable law) the disclosing party with sufficient advance notice
of the agency’s request for the information to provide the disclosing party an
opportunity to exercise any rights it may have to challenge or limit the
agency’s authority to receive such Confidential Information.

9.2. Post-Termination Obligations. The receiving party’s obligations to guard
the disclosing party’s Confidential Information will survive for a period of
five (5) years after expiration or termination of the 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. Personal information may be deleted through obfuscation. 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 shall remain subject to all confidentiality
obligations under the Agreement.

9.3. Security Obligations. Navan shall (i) maintain appropriate information
security practices for Navan’s systems used to provide Services, including
reasonable security procedures and practices appropriate to the nature of the
information, to prevent unauthorized access to, or use or disclosure of, any
Customer Data (a “Security Incident”), and (ii) comply with all privacy and data
security laws and regulations applicable to Navan. Navan shall promptly notify
Customer of any confirmed Security Incident that has impacted Customer Data,
investigate, and remediate any such Security Incident. For Security Incidents
arising out of Navan’s negligence or failure to apply commercially reasonable
security practices, Navan shall be responsible for (i) costs of government or
regulatory fines, and (ii) if Customer reasonably determines that it is required
by applicable law to provide notice and/or credit monitoring or identity
protection to any User and/or to provide notice to any governmental entity,
costs associated with any such notices or identity protection (collectively,
“Breach Costs”). Navan shall have no responsibility to pay Breach Costs related
to a Security Incident to the extent such costs are due to the negligence,
willful misconduct, or fraud by Customer or its Users.

10. WARRANTY AND DISCLAIMER

10.1. Warranty for Services. Navan warrants that it shall provide the Services
in a professional and workmanlike manner, in material compliance with the terms
of this Agreement, applicable industry standards, and all applicable laws.

10.2. Customer Use and Data. Navan shall have no liability for any claims,
losses, or damage caused by errors or omissions in any information provided to
Navan by Customer or by any User in connection with the Services. Navan is under
no obligation to edit or control Customer Data that Customer imports to the
Services. Navan may, at any time without prior notice, remove any Customer Data
that violates the Agreement or applicable law, or which violates the rights of a
third party or Navan. Navan shall have no liability for any acts taken by
Customer or a User in violation of the Acceptable Use Policies described in
Section 4.5, including but not limited to a User’s misuse of Customer’s
corporate credit card or violation of Customer’s travel and expense policies.

10.3. General Disclaimer. Except as expressly provided in Section 10.1, Navan
makes no representations or warranties of any kind whatsoever, express or
implied, in connection with the Agreement or the Services. Without limiting the
foregoing, except as expressly provided in Section 10.1, Navan disclaims any
warranty that the Services will be error free or uninterrupted or that all
errors will be corrected. Navan further disclaims any and all warranties with
respect to the Services as to merchantability, accuracy of any information
provided, fitness for a particular purpose, or non-infringement. Navan further
disclaims any and all warranties arising from course of dealing or usage of
trade. No advice or information, including but not limited to tax advice and
reporting responsibilities, whether oral or written, obtained from Navan or
elsewhere shall create any warranty not expressly stated in the Agreement. In
jurisdictions that by law do not allow the exclusion of certain warranties in
certain circumstances, the disclaimers in this Section 10.3 and elsewhere in the
Agreement shall be construed to comply with such applicable law.

11. TERM AND TERMINATION

11.1. Term. The term of the Agreement shall be as set forth in the applicable
Service Order (“Term”). The Agreement shall commence on the date set forth in
the Service Order (or, if no Service Order is in place, then on the date that
Navan notifies Customer that it has approved Customer to begin using the
Services) and shall continue until it expires or is earlier termination as
provided in the Agreement. Commencement of the Services shall be determined by
the Parties and included in the applicable Service Order. Except as otherwise
specified in the applicable Service Order, the Term shall automatically renew
for additional periods equal to the expiring Term unless either party gives the
other notice of non-renewal at least thirty (30) days before the end of the
expiring Term. Navan reserves the right to increase any Fees upon automatic
renewal, provided the increase is not more than five percent (5%) per annum.

11.2. Termination for Cause. If either party commits a material breach of its
obligations in the Agreement or any Service Order (including payment
obligations), the non-defaulting party may give written notice to the defaulting
party specifying the nature of the default, and if such default is not remedied,
or substantial efforts are not made to remedy such default, within thirty (30)
days from the receipt of such notice, then the non-defaulting party shall have
the right to immediately terminate the Agreement or the Service Order by written
notice. If the breach relates solely to one Service Order or Service, then only
that Service Order or Service may be terminated in accordance with the terms
herein and the other Service Orders and the Agreement shall continue in full
force and effect. In the event that Customer terminates in accordance with the
Agreement, Customer shall be entitled to a pro-rated refund of unused, prepaid
Fees as of the date of termination.

11.3. Termination for Insolvency. Notwithstanding anything set forth above,
either party may terminate the 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.

11.4. Rights and Obligations Upon Expiration or Termination. In no event shall
any termination or expiration relieve Customer 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. Provided Navan is not terminating
for cause under Section 11.2 and upon Customer’s request, Navan will reasonably
cooperate with Customer in a wind-down of Services prior to termination of a
Service or of the Agreement. Customer shall be responsible for downloading any
Customer Data and/or reporting available within the Services prior to the date
of expiration or termination. Upon expiration or termination of the Agreement,
(i) Customer’s and Users’ right to access and use the Services shall immediately
terminate, (ii) Customer and its Users shall immediately cease all use of the
Services, (iii) Navan shall cease use of the Customer Marks within a reasonable
time, and (iv) each party shall delete or return, and make no further use of,
any Confidential Information, materials, or other items (and all copies thereof)
belonging to the other party, in accordance with Section 9.

11.5. Survival. Upon termination, any provision which, by its nature or express
terms should survive, will survive, including, specifically, Sections 8
(Ownership), 9 (Confidentiality and Security), 12 (Indemnification), 13
(Limitation of Liability), 14 (Governing Law; Disputes), 15 (General).

12. INDEMNIFICATION

12.1 Indemnification by Customer. Customer shall indemnify Navan, its
Affiliates, officers, directors and employees, from and against any liabilities,
losses, damages and expenses, including court costs and reasonable attorneys’
fees, associated with any claim by a third party: (i) to the extent arising out
of Customer’s or any User’s use of the Services in a manner that violates
Sections 4.4, 4.5, or 4.6; (ii) alleging that any Customer Data, as used in the
Services, violates a third party’s privacy rights (except to the extent such
damages are caused by Navan’s failure to guard the privacy and security of
Customer Data); (iii) arising out of Customer’s gross negligence, willful
misconduct, or fraud; or (iv) arising out of Customer’s breach of PSP Agreement,
if applicable. Customer’s obligations under this Section 12.1 are contingent
upon Navan providing Customer with prompt written notice of such claim. Navan
may not settle any claim to which it is seeking or is entitled to
indemnification in a manner that would result in an admission of any wrongdoing
by Customer, without Customer’s prior written approval.

12.2 Indemnification by Navan. Navan shall indemnify Customer, its officers,
directors and employees, from and against any liabilities, losses, damages and
expenses, including court costs and reasonable attorneys’ fees, associated with
any third party’s claim that: (i) the Services or Customer’s authorized use of
Services infringes or misappropriates the Intellectual Property Rights of any
third party; (ii) arises out of Navan’s gross negligence, willful misconduct, or
fraud; or (iii) arises out of Navan’s breach of its agreements with a PSP, if
applicable. Navan’s obligations under this Section 12.2 are contingent upon: (a)
Customer providing Navan with prompt written notice of such claim; (b) Customer
providing reasonable cooperation to Navan, at Navan’s expense, in the defense
and settlement of such claim; and (c) with respect to a claim described in
Section 12.2(i) above, Navan having sole authority to defend or settle such
claim. Navan shall have no liability under this Section 12.2 to the extent that
any claims described herein are based on use of the Services in a manner that
violates: (1) the Agreement; or (2) instructions provided to Customer by Navan,
so long as they are reasonable and consistent with the terms of the Agreement.

12.3 Infringement Claim Remedies. With respect to claims described in subsection
12.2(i), in the event that Navan’s right to provide the Services is enjoined or
in Navan’s reasonable opinion is likely to be enjoined, Navan may obtain the
right to continue providing the Services, replace or modify the Services so that
they become non-infringing, or, if such remedies are not reasonably available,
terminate the Agreement without liability to Customer and provide a pro rata
refund of any Fees prepaid and unused upon such termination. Sections 12.2 and
12.3 state the entire obligation of Navan and its licensors with respect to any
alleged or actual infringement or misappropriation of third-party Intellectual
Property Rights by the Services.

13. LIMITATION OF LIABILITY

13.1 Consequential Damages Waiver. In no event shall either party be liable to
the other party for any incidental, special, exemplary or consequential 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 whether any claim for
recovery is based on theories of contract, warranty, tort (including negligence
and strict liability) or otherwise.

13.2 Liability Cap. Except for (i) Customer’s obligation to pay Fees and
Charges, and (ii) as provided in Section 13.3, each party’s aggregate liability
to the other party in connection with the Agreement shall not exceed the total
Fees paid or payable by Customer in the twelve-month period preceding the claim
or action, regardless of the form or theory of the claim or action.  If the
Agreement has been in effect for less than 12 months, the actual total Fees paid
or payable shall be annualized.

13.3 Exceptions. Section 13.2 shall not apply to (i) Navan’s obligation to pay
Breach Costs (as defined in Section 9.3); (ii) either party’s indemnification
obligations as provided in Section 12; or (iii) either party’s breach of
confidentiality obligations under Sections 9.1 and 9.2  (collectively, “Excluded
Damages”).  With respect to Excluded Damages, in no event shall either party’s
aggregate liability to the other party exceed five (5) times the total Fees paid
or payable in the twelve-month period preceding the claim or action, regardless
of the form or theory of the claim or action.  If the Agreement has been in
effect for less than 12 months, the actual total Fees paid or payable shall be
annualized.

14. GOVERNING LAW; DISPUTES

14.1 Governing Law. The Agreement and all matters arising out of or relating to
the Agreement shall be governed by the laws of the State of California, without
regard to its conflict of law provisions.

14.2 Informal Resolution. Before filing a claim, each party agrees to try to
resolve the dispute by contacting the other party through reasonable means and
providing notice of the dispute. Both parties will use good faith efforts to
attempt to reach a resolution. If a dispute is not resolved within thirty (30)
days of notice, either party may bring a formal proceeding.

14.3 Agreement to Arbitrate. Navan and Customer agree to resolve any claims
relating to the Agreement through final and binding arbitration, except as set
forth below. The American Arbitration Association (AAA) will administer the
arbitration under its Commercial Arbitration Rules. The arbitration will be held
in San Francisco, CA or any other location mutually agreeable to the parties.

14.4 Exceptions. Either party may bring a lawsuit in the state or federal courts
located in Santa Clara County, California: (i) to enforce the arbitration
provisions of the Agreement; or (ii) for equitable relief as described below.
Navan and Customer hereby consent to exclusive jurisdiction in such courts.

14.5 Equitable Relief. Each party acknowledges that a breach by the other party
of any confidentiality or Intellectual Property Rights provisions of the
Agreement may cause the non-breaching party irreparable damage, for which the
award of damages would not be adequate compensation. Consequently, the
non-breaching party may institute an action to enjoin the breaching party from
any and all acts in violation of those provisions, which remedy shall be
cumulative and not exclusive, and a party may seek the entry of an injunction
enjoining any breach or threatened breach of those provisions, in addition to
any other relief to which the non-breaching party may be entitled at law or in
equity.

15. GENERAL

15.1 Waiver. The waiver by either party of any default or breach of the
Agreement shall not constitute a waiver of any other or subsequent default or
breach.

15.2 Notices. Any notices provided by Navan under the Agreement will be given:
(i) via email; or (ii) by posting to the Services. For notices by email, the
recipient shall be the address provided by Customer in the applicable Service
Order, and the date of receipt will be the date on which such notice is
transmitted.

15.3 Severability. If any provision of the Agreement is held to be invalid or
unenforceable, the remaining provisions shall remain in full force and effect.

15.4 Force Majeure. Neither party shall 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 such
party, 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, the non-performing party 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.

15.5 Compliance with Laws. Each party agrees to comply with all applicable laws,
including U.S. export laws, and regulations with respect to its activities
hereunder.

15.6 Relationship Between the Parties; No Third Parties. Nothing in the
Agreement shall be construed to create 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 such other party’s
prior written consent. The Agreement is for the sole benefit of the signatories
and is not intended to benefit any third party. Only the parties may enforce the
Agreement.

15.7 Assignment/Successors. Neither party may assign or transfer the Agreement,
in whole or in part, without the other party’s prior written consent except to
its Affiliate or in the event of a Change of Control (as defined below). Any
attempted assignment or transfer in violation of this Section 15.7 will be null
and void. “Change of Control” means, with respect to a party: (a) the direct or
indirect acquisition of either: (i) the majority of voting stock of such party;
or (ii) all or substantially all of the assets of such party, by another entity
in a single transaction or a series of transactions; or (b) the merger of such
party with another entity. Subject to the foregoing, the Agreement shall inure
to the benefit of the successors and permitted assigns.

15.8 Authority to Bind. The person entering into these Terms on behalf of
Customer represents and warrants that they have sufficient legal authority to
enter into this binding agreement on behalf of Customer.

15.9 Entire Agreement; Translated Versions. The Agreement, together with any
Service Orders or addenda or other attached or referenced documents, 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 the Agreement.  The Agreement
is binding in the English language only.  The English language version of the
Agreement shall control in the event of a conflict or inconsistency with any
translated version.  Any version of the Agreement in any other language is for
convenience only.

15.10 EU Residents. The EU Package Travel Directive (Directive (EU) 2015/2302 of
the European Parliament and of theCouncil of 25 November 2015 on package travel
and linked travel arrangements) does not apply to travel purchased through Navan
on the basis that the Agreement is a general agreement for the arrangement of
business travel.


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