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Navan - Business Travel Solutions & Expense ManagementNavan - Business Travel
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 * SolutionsSolutions
   
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    * Business Travel
    * Expense Management
   
   Core Competencies
    * Sustainability
   
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    * 5 Hidden Costs of Inefficient T&E Management
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    * Why Do Expense Reports Exist?
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 * CompanyCompany
   
   About UsGlobal travel and expense management partner
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NAVAN TERMS OF SERVICE

Last Updated: November 19, 2024

These terms of service (“Terms”), together with any Service Order, 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. “Affiliate” means, with respect to a party, any entity that is controlled
by, controls, or is under common control with such party, where “control” means
the ownership, directly or indirectly, of more than 50% of the shares entitled
to vote for the election of directors.

1.2. “App” means any mobile application owned by Navan that provides access to
the Services.

1.3. “Booking Services” means the 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.

1.4. “Card Networks” means payment card networks, such as Visa and Mastercard.

1.5. “Confidential Information” means any written, machine-reproducible, and
visual materials that: (i) are clearly labeled as confidential; (ii) are
identified as confidential at the time of their disclosure or in a writing
provided within 30 days after disclosure; or (iii) should reasonably be
understood to be confidential given the nature and circumstances of disclosure;
except that Confidential Information shall not include information that: (a) is
or becomes publicly known through no act or omission of the receiving party; (b)
was in the receiving party’s lawful possession prior to the disclosure; (c) is
rightfully disclosed to the receiving party by a third party without restriction
on disclosure; or (d) the receiving party can demonstrate it independently
developed with written evidence.

1.6. “Customer Cards” means business payment cards issued by a third-party to
Customer that are eligible for the Navan Connect Services.

1.7. “Customer Card Transaction Data” means any data related to Customer Card
accounts and transactions on Customer Cards that Navan receives through the
Navan Connect Services.

1.8. “Customer Data” means any data: (i) provided by the Customer or its Users
into the Services; or (ii) that Customer authorizes Navan to collect from third
parties that is related to Customer or its Users for the provision of the
Services, such as Customer Card Transaction Data and Shared Information (defined
in Section 5.2). Customer Data is the Confidential Information of Customer.

1.9. “Fees” means any fees paid by Customer to Navan for the Services, as
specified on an applicable Service Order, or as otherwise specified by
Navan. 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).

1.10. “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.

1.11. “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.

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

1.13. “Navan Connect Services” means services through which Navan receives
Customer Card Transaction Data from Card Networks, which enables Navan to
provide Navan Expense Management Services with Customer Cards.

1.14 “Navan Expense Services” means any Navan Expense Management Services, Navan
Payment Services, or Navan Connect Services.

1.15 “Navan Expense Management Services” means services provided by Navan that
include, at a minimum, the functionality for Users to submit expenses for
reimbursement, as well as administrative functionality, such as reporting and
(if applicable) corporate customer support.

1.16. “Navan Payment Services” means the services provided by Navan that
include, at a minimum, the functionality for Customer to reimburse Users or for
Users to receive and use commercial payment cards for business expenses, as well
as administrative functionality including reporting and (if applicable)
corporate customer support. The default currency for Navan Payment Services is
US Dollars, which may also be referred to as "Navan Payment USD Services." Navan
Payment Services that are provided in Euros or British Pounds are referred to as
“Navan Payment EUR Services” and “Navan Payment GBP Services”, respectively, and
together as “Navan Payment EUR/GBP Services.”

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

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

1.19. “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.

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

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

1.22. “Site” means the Navan website that provides access to the Services,
currently located at https://app.navan.com/.

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

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

1.25. “Trip” means the full set of travel reservations that are purchased to
enable a single personal or business trip, such as air tickets, hotel rooms, car
rentals, and other ancillary services, in any combination.

1.26. “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 use the Services; or (ii)
registered an account to 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: (i) maintaining the confidentiality of its account
access credentials and the access credentials of Users; and (ii) the security of
the systems and networks that it uses to access the Services. To the extent
allowed by law, Customer accepts responsibility for all activities authenticated
through its access credentials. 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.

3. CUSTOMER OBLIGATIONS

3.1. Cooperation and Assistance. Customer shall: (i) provide Navan with good
faith cooperation and access to such information and personnel as may be
reasonably required by Navan in order to provide the Services; and (ii) carry
out all Customer responsibilities in a timely manner.

3.2. Customer Onboarding. Customer shall provide complete and accurate
information to Navan to establish an Employer Account and, as applicable, an
account with any required PSPs for Navan Payment 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 business days, if there are any material changes in the information
that Customer provided to Navan, such as 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 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. Upon Navan’s request, Customer will promptly
provide updates to the information that was previously provided to Navan and
other information reasonably related to the Services provided by Navan.

3.4. Marketing Support. Customer grants to Navan a non-exclusive,
non-transferable (except as permitted under Section 16.7), 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 will 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 4.3, 4.4, and 4.5. 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 access to the Services
requires telecommunications and internet services, for which Customer is solely
responsible.

3.7. Customer Data. Customer will retain all right, title, and interest in
Customer Data. Navan may use, reproduce, distribute, store, and modify Customer
Data, including disclosing Customer Data to sub-processors and third parties,
for the purpose of providing the Services. Navan may use, during and after the
Agreement, data that does not identify a User or Customer for its own business
purposes, such as operating and improving the Services, and developing or
providing new services.

3.8. Representations and Warranties with Respect to Customer Data. With respect
to any Customer Data that Navan uses in accordance with the terms of the
Agreement, Customer represents and warrants that:

3.8.1. It has the necessary rights, consents, and permissions to use and
authorize Navan to use and disclose Customer Data in accordance with the
Agreement.

3.8.2. Customer’s privacy policies and practices comply with applicable law and
permit Customer to provide Customer Data to Navan and authorize Navan to use and
disclose Customer Data in accordance with the Agreement.

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 only use the Services for its internal business purposes, and may
only provide access to the Services to its Users.

4.2. Access to Services. Access to the Services that are provided on a per User
basis will be set forth in a 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 excess use.

4.3. Restrictions. Customer shall not attempt to interfere with or disrupt the
Services, Site, App, or Software or attempt to gain unauthorized access to any
associated systems or networks. Customer shall not allow anyone to access or use
the Services other than Users. Customer shall not: (i) copy, modify or
distribute any portion of the Services, Site, App, or Software; (ii) rent,
lease, or provide access to the Services on a time-share or service bureau
basis; (iii) modify, data scrape, reverse engineer, disassemble, or decompile
any portion of the Services, Site, App, or Software; (iv) use the Services to
build a competitive product or services; (v) create derivative works based on
the Services or otherwise infringe Navan’s Intellectual Property Rights; or (vi)
attempt to transfer any of its rights hereunder, except as specified in Section
16.7.

4.4. 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, such as storing or processing any
third party confidential, personal, or payment information into the Services
without proper lawful license or permission to do so. 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 policies, such as
in-policy selection of travel options by Users, proper use of Customer’s
corporate credit card(s), and proper submission and substantiation of expenses
by Users for reimbursement. 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 under such circumstances.

4.5. 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, suspend or cancel any booking, and remove any Customer Data if: (i)
Navan determines in its sole discretion that the Services or any Customer Data
is 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.

4.6. Beta Services. Navan may make optional services available to Customer
before such services are generally available to all Navan customers or otherwise
fully released, which may be designated as beta, pilot, evaluation, or other
similar designation (“Beta Services”). If Customer uses any Beta Services, this
Section 4.6 supersedes any conflicting terms in the Agreement with respect to
such Beta Services. Navan may alter or discontinue Beta Services at any time and
for any reason. Beta Services are provided “as-is” without support or warranty
of any kind, whether express, implied, statutory, or otherwise. Navan has no
indemnity obligations with respect to Beta Services. Any Beta Services made
available to the Customer do not constitute an implied commitment to offer such
features and functionality as part of the Services on a generally available
basis.

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
purchase travel and related services (“Travel Services”) from third-party
providers, such as airlines, hotel operators, rail companies, travel inventory
aggregators, travel networks and agencies, and car rental agencies (each a
“Travel Provider”). To facilitate the purchase of Travel Services, Customer
authorizes Navan to submit information, such as the 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 or as requested by Customer or its Users. For example, 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 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, including US export and sanctions laws and regulations.
Customer and its Users are solely responsible for, and assume all risk arising
from, the selection, use, and receipt of any Travel Service. Customer is
responsible for the accuracy of all Shared Information provided to Navan. Navan
will use reasonable measures to ensure the accuracy of information 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 will not be liable 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 reserves the right to
correct any pricing errors on the Booking Services, including 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. Customer may enable its Users to participate in the Navan
Rewards Program. Customer may fund, or permit Navan to fund, Rewards Points for
its Users. Rewards Points are subject to this Section 5.4 and the Navan Rewards
Terms and Conditions, currently located at:
https://navan.com/terms/rewards-terms. Navan may alter or discontinue its
funding of Rewards Points at any time, in its sole discretion. For clarity,
Section 5.4.2 below will not apply to Rewards Points funded by Navan.

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) or other amounts, as determined by Navan, 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.  If Customer elects, in its sole discretion, to
fund Reward Points, this Section 5.4.2 will apply. 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 8.3 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 penalties, resulting from any payments made to Users under the
Navan Reward Program, such as 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 SERVICES

If Customer elects, in its sole discretion, to use any Navan Payment Services,
the terms in this Section 6 will apply.

6.1. Spend Limit(s) and Adjustments. Customer’s account for Navan Payment
Services will be subject to a limit on the amount it may spend (“Spend Limit”),
which Navan will set in its sole discretion. If Customer is purchasing Navan
Payment EUR/GBP Services, Customer may have a separate Spend Limit for each
currency (USD, EUR, and 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 Payment Services
if: (i) Customer reaches any Spend Limit; or (ii) Navan debits from a Customer
Reserve Amount.

6.2. Reserve Amount.  Navan may permit Customer to provide a cash security
deposit (“Reserve Amount”) to increase or maintain a proposed or current Spend
Limit. Navan will not debit against the Reserve Amount unless Customer becomes
delinquent in its payments to Navan. Upon termination of the Navan Payment
Services or as otherwise agreed by the parties, and after Navan has confirmed
all outstanding Fees and Charges have been paid, Navan will return the Reserve
Amount to an account designated in writing by Customer.

6.3. Customer Charges.  Customer is responsible for all charges to cards and any
other payments made via the Navan Payment Services (“Charges”), including any
Charges resulting from Customer's or any User's failure to exercise reasonable
care in safeguarding an account or card, or failure to promptly report loss or
theft. Customer will establish and maintain controls designed to ensure that the
Navan Payment Services are only used for bona fide Customer purposes. Customer
is responsible for all unauthorized Charges to the fullest extent permitted by
applicable law. All Charges must be for business purposes, 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. Charges made in a currency other than the
issuing currency of any Navan Payment Services card, may incur additional Fees,
as specified on a Service Order.

6.4. Disputes.  If Customer disputes a Charge, it should first attempt to
resolve that dispute with the merchant that initiated the Charge. If Customer
and the merchant are unable to resolve the dispute, Customer may submit a
chargeback of the Charge through its Navan account. Customer acknowledges that
chargebacks are subject to the card network rules, card networks' procedures for
resolving chargebacks may require Customer to provide details or documentation
regarding the disputed Charge, and Customer may not be able to successfully
chargeback a Charge.

6.5. Invoicing and Payment.  Navan shall provide a statement to Customer listing
the Charges incurred during the statement period. Customer consents to
electronic notification and distribution of statements, and Navan shall send
Customer an email notification that provides Customer with access to each
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.

6.6. Customer Rebate.  This Section 6.6 does not apply to Navan Payment EUR/GBP
Services. By using Navan Payment Services, Customer may be eligible to earn a
rebate (the “Rebate”). The Rebate will be calculated by Navan at the end of each
rebate period by multiplying the Customer Rebate Percentage (indicated in the
Service Order) by Customer’s Eligible Rebate Spend during the rebate period.
“Eligible Rebate Spend” means Customer’s total spend using Navan Payment
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 30 days after
each rebate period. The Rebate will be automatically applied to Charges Customer
accrues using Navan Payment 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 12.2. 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 will not be entitled to any unused Rebate amount if this
Agreement is terminated due to material breach by Customer.

6.7. Suspension of Navan Payment Services.  Navan may suspend or terminate
Customer’s access to Navan Payment Services at any time and for any reason
without prior notice. Any Charges or other Customer payment obligations that
precede termination of Navan Payment Services for any reason will survive such
termination. If Navan suspends the Navan Payment Services and Customer
subsequently cures, to Navan’s 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 Payment Services.

7. NAVAN CONNECT SERVICES

If Customer elects, in its sole discretion, to use any Navan Connect Services,
the terms in this Section 7 will apply.

7.1. Customer Card Representations and Warranties. Customer represents and
warrants that: (i) it is the cardholder of the Customer Cards; (ii) its Users
are authorized users of the Customer Cards; (iii) it has all the rights,
consents, and authorizations necessary to enroll Customer Cards in the Navan
Connect Services; and (iv) it will only enroll cards authorized by Navan in the
Navan Connect Services.

7.2. Customer Card Transaction Data. For clarity, Customer acknowledges that
Customer Card Transaction Data is included in Customer Data, and that Section
3.7 authorizes Navan to receive and process Customer Card Transaction Data from
the Customer Cards enrolled in the Navan Connect Services. Customer acknowledges
that Card Networks may not provide complete or accurate Customer Card
Transaction Data to Navan, such as when a transaction is processed via a payment
network from which a Card Network does not support reporting the transaction to
Navan. In no event will Navan, the Card Networks, their respective affiliated
companies, or their suppliers be liable to Customer or any third party for
damages arising from a Card Network’s failure to send complete or accurate
Customer Card Transaction Data to Navan.

8. PAYMENTS; TAXES; RIGHT TO DISPUTE PAYMENTS

8.1. Payment of Fees. Customer shall pay the Fees as set forth by Navan in
accordance with this Agreement, in full and without any deduction, withholding,
or set off, 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. Navan may set off any amounts that Customer owes Navan against
any amounts that Navan owes Customer.

8.2. 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 timely make such payments in
full 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:

8.2.1. 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.

8.2.2. 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.

8.3. 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.

8.4. Taxes. Fees are exclusive of taxes, duties, levies, tariffs, and other
governmental charges, such as VAT (collectively, “Taxes”). Other than any taxes
based on Navan’s net income, property, or employees, Customer shall be
responsible for payment of all Taxes associated with its purchase of Services,
including any interest and penalties resulting from non-payment of Taxes. If
Navan is legally required to collect and remit Taxes for which Customer is
responsible, 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 for which Customer is responsible, 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-US based transactions, the Customer
shall self-assess any related Taxes, such as 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 will reflect such Taxes in invoices or in the reporting
available to Customer on the Navan Site, and Customer shall be responsible for
the payment of all such Taxes.

8.5. 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. 

8.6. Late Payments. If Navan is unable to obtain payment of any Fees or Charges
via the payment information on file or if payment of Fees or Charges is
otherwise overdue, Navan may, in its discretion: (i) apply interest on past due
amounts at the rate of 1.5% per month, but in no event greater than the highest
rate of interest allowed by law, calculated from the date such amount was due
until the date that payment is received by Navan; (ii) debit from Customer’s
Reserve Amount, if applicable; and (iii) suspend Customer’s access to the
Services if Fees or Charges remain overdue after reasonable notice (no less than
14 days for Fees; no less than 3 days for Charges) is provided to Customer.
Except as otherwise set forth in an applicable Service Order, Fees and Charges
are non-refundable.

8.7. Disputed Fees or Charges. Navan shall not pursue its rights under Section
8.6 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 30 days after the
Fees or Charge are invoiced or are posted to Customer’s account (as applicable).
Navan will review and address the dispute in its reasonable discretion. Fees and
Charges not disputed within the 30 days will be deemed to have been accepted by
Customer.

9. OWNERSHIP

9.1. Navan Property. As between Navan and Customer, the Services, Site, App, and
Software (and all copies of the Software), and all related Intellectual Property
Rights are and will remain the exclusive property of Navan or its third-party
licensors, including visual interfaces, graphics, design, compilations, computer
code (both source code and object code), and all other elements of the Services,
Site, App, and Software. Navan reserves all rights not expressly granted in the
Agreement.

9.2. 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.

10. CONFIDENTIALITY AND SECURITY

10.1. 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: (i) execute a binding agreement to keep such information
confidential; or (ii) 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 law. The receiving party must provide (to the extent
permitted by applicable law) the disclosing party with sufficient advance notice
of the request for the information to provide the disclosing party an
opportunity to exercise any rights it may have to challenge or limit the
disclosure of Confidential Information.

10.2. Post-Termination Obligations. The receiving party’s obligations to guard
the disclosing party’s Confidential Information will survive for a period of 5
years after expiration or termination of 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. The receiving
party may retain an archival copy of the Confidential Information to the extent
necessary to comply with applicable law or archival policies, provided that such
retained Confidential Information will remain subject to all confidentiality
obligations under the Agreement.

10.3. Security Obligations. Navan maintains appropriate information security
practices for Navan’s systems used to provide Services, including reasonable
security procedures and practices appropriate to the nature of the information,
to prevent unauthorized access to, or use or disclosure of, any Customer Data (a
“Security Incident”). Navan shall promptly notify Customer of any confirmed
Security Incident that has impacted Customer Data, and 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 will
not be responsible for Breach Costs or other damages related to a Security
Incident to the extent the Security Incident was caused by Customer or its
Users.     

11. WARRANTY AND DISCLAIMER

11.1. Warranty for Services. Navan warrants that it shall: (i) provide the
Services in a professional and workmanlike manner and in compliance with
applicable laws; and (ii) not materially decrease the overall functionality of
the Services during the Term of the Service Order.

11.2. Customer Use and Data. Navan will have no liability for any claims,
losses, or damage caused by errors or omissions in any information provided to
Navan by third parties, 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 will have no liability for any claims,
losses or damages caused by any lost or corrupted Customer Data, provided that
Navan will use commercially reasonable efforts to restore any lost or corrupted
Customer Data from its latest backup. Navan will have no liability associated
with any acts taken by Customer or a User in violation of the Acceptable Use
Policies described in Section 4.4, such as a User’s misuse of Customer’s
corporate credit card or violation of Customer’s travel and expense policies.
Through the Services, Customer or its Users may receive advice or information
(“Content”), which may be provided with the assistance of a large language model
or similar machine learning technology. Such Content may be incomplete or
inaccurate and is not a substitute for independent analysis or professional
advice. Navan will have no liability for any use of or reliance on Content.

11.3. General Disclaimer. Except as provided in Section 11.1, Navan makes no
representations or warranties of any kind, express, implied, statutory, or
otherwise, and Navan specifically disclaims any warranty that the Services will
be error free or uninterrupted, or that all errors will be corrected. Navan
further disclaims any 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 warranties arising
from course of dealing or usage of trade. No advice or information, such as tax
advice and reporting responsibilities, whether oral or written, regardless of
the source, will constitute professional advice or create any warranty not
expressly stated in the Agreement. Where applicable law does not allow the
exclusion of certain warranties in certain circumstances, the disclaimers in
this Section 11.3 and elsewhere in the Agreement shall be construed to comply
with such applicable law.

12. TERM AND TERMINATION

12.1. 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 terminated 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 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 5% per annum. 

12.2. 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 30 days from
the receipt of such notice, then the non-defaulting party shall have the right
to immediately terminate the Service Order or Service relating to the breach,
and any other Service Orders shall continue in full force and effect. If
Customer terminates in accordance with the Agreement, Customer will be entitled
to a pro-rated refund of unused, prepaid Fees as of the date of termination.

12.3. 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.

12.4. 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 12.2 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 reporting available within the Services prior to the date of
expiration or termination. Upon expiration or termination of the Agreement: (i)
Customer’s right to access and use the Services will 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 belonging to the other party, in
accordance with Section 10.

12.5. Survival. Upon termination, any provision which, by its nature or express
terms should survive, will survive, including, specifically, Sections 9
(Ownership), 10 (Confidentiality and Security), 13 (Indemnification), 14
(Limitation of Liability), 15 (Governing Law; Disputes), and 16 (General).

13. INDEMNIFICATION

13.1. Indemnification by Customer. Customer shall indemnify Navan, its
Affiliates, officers, directors and employees, from any damages or costs
(including reasonable attorneys' fees) finally awarded by a court that are
associated with a third-party claim that: (i) arises out of Customer’s or any
User’s use of the Services in a manner that violates Sections 4.3, 4.4, or 4.5;
(ii) 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) arises out of Customer’s
willful misconduct or fraud; or (iv) arising out of Customer’s breach of a PSP
Terms, if applicable. Customer’s obligations under this Section 13.1 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.

13.2 Indemnification by Navan. Navan shall indemnify Customer, its officers,
directors and employees, from any damages or costs ( including reasonable
attorneys’ fees) finally awarded by a court that are associated with a
third-party claim that: (i) the Services or Customer’s authorized use of
Services infringes the Intellectual Property Rights of a third party; (ii)
arises out of Navan’s 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 13.2 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 the
claim; and (c) Navan having sole authority to defend or settle such claim. Navan
shall have no liability under this Section 13.2 to the extent that a claim is
based on use of the Services: (y) in violation of the Agreement or Navan’s
reasonable instructions; or (z) in combination with other services or technology
not authorized by Navan.

13.3. Infringement Claim Remedies. With respect to claims described in Section
13.2(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 13.2 and
13.3 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.

14. LIMITATION OF LIABILITY

14.1. Consequential Damages Waiver. In no event shall either party be liable to
the other party for any incidental, special, punitive, cover, consequential, or
other indirect damages, including loss of income, data, profits, revenue or
business interruption, or cost of substitute services, or other economic loss,
whether or not such party has been advised of the possibility of such damages,
and regardless of the theory of liability.

14.2 Limitation of Liability.  Except for Customer’s obligation to pay Fees and
Charges, in no event will either party’s aggregate liability in connection with
the Agreement exceed the total Fees paid or payable by Customer in the 12 month
period before the claim first arose, regardless of the theory of liability. If
the Agreement has been in effect for less than 12 months, the total Fees paid or
payable shall be annualized.

14.3 Exceptions. The limitation of liability in Section 14.2 does not apply to:
(i) Navan’s obligation to pay Breach Costs (as defined in Section 10.3); (ii)
either party’s indemnification obligations as provided in Section 13; or (c)
either party’s breach of confidentiality obligations under Sections 10.1 and
10.2 (collectively, “Excluded Damages”). With respect to Excluded Damages, in no
event will either party’s aggregate liability to the other party exceed 5 times
the total Fees paid or payable in the 12 months before the claim first arose,
regardless of the theory of liability. If the Agreement has been in effect for
less than 12 months, the total Fees paid or payable shall be annualized. No
limitation of liability will apply to willful misconduct, fraud or other damages
that cannot be limited by applicable law.

14.4. Minimum Liability. If the Fees paid or payable by Customer to Navan in the
12 months before the claim first arose are less than $10,000, then the
limitations of liability in Section 14.2 and 14.3 will not apply, and Navan’s
aggregate liability shall not exceed $10,000 regardless of the form or theory of
the claim.

15. GOVERNING LAW; DISPUTES

15.1. Governing Law. All matters relating to the Agreement shall be governed by
the laws of the State of California, without regard to its conflict of law
provisions. Any court claim related to the Agreement must be adjudicated in the
state and federal courts located in Santa Clara County, California, and each
party consents to the exclusive jurisdiction of such courts. To the extent
permitted by applicable law, each party waives any right to jury trial in
connection with a claim related to this Agreement.

15.2. Informal Resolution. The parties will use good faith efforts to resolve
any dispute informally. If a dispute is not resolved within 30 days of initial
notice, either party may pursue resolution of the dispute in a formal
proceeding.

15.3. Agreement to Arbitrate. Any claims relating to the Agreement must be
settled 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 proceeding will be governed by the
laws that govern the Agreement, as specified in Section 15.1. The arbitration
will be held in San Francisco, CA or any other location mutually agreeable to
the parties. However, either party may bring a court claim: (i) for nonpayment
of Fees or Charges; (ii) to enforce the arbitration provisions of the Agreement;
or (iii) for equitable relief as described below.

15.4. 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 seek to enjoin the breaching party from 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.

16. GENERAL

16.1. 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.

16.2. Notices. Any notices provided by Navan under the Agreement will be given:
(i) via email; or (ii) by posting to the Services. Notices provided to Navan
will be sent to legal@navan.com. For notices provided by Navan via 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.

16.3. Severability. If any provision of the Agreement is held to be invalid or
unenforceable, the remaining provisions shall remain in full force and effect.
Any invalid or unenforceable provision shall be replaced by such valid and
enforceable provision best achieving the economic, business and other purposes
of the illegal, void or unenforceable provision.

16.4. 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.

16.5. Compliance with Laws. Each party agrees to comply with all applicable
laws, including relevant anti-bribery laws and U.S. export and sanctions laws
and regulations, with respect to its activities hereunder.

16.6. Relationship Between the Parties; No Third Parties. Nothing in the
Agreement creates a partnership, joint venture or agency relationship between
the parties. Neither party will have the power to bind the other or to incur
obligations on the other’s behalf without the other party’s prior written
consent. 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.

16.7. 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 16.7 will be null
and void. “Change of Control” means, with respect to a party: (i) the direct or
indirect acquisition of either (a) the majority of voting stock of such party;
or (b) all or substantially all of the assets of such party, by another entity
in a single transaction or a series of transactions; or (ii) 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. No assignment shall
relieve a party of its obligations under the Agreement unless the non-assigning
party releases the assigning party of such obligations in a written agreement.

16.8. Authority to Bind. The person entering into the Agreement on behalf of
Customer represents that they have sufficient legal authority to do so.

16.9. 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.
This Agreement supersedes any pre-written, click-through, or other
non-negotiated terms on a purchase order or other Customer document. The
Agreement is binding in the English language only, and any version in a language
other than English is only for convenience.

16.10. EU Residents. The EU Package Travel Directive (Directive (EU) 2015/2302
of the European Parliament and of the Council of 25 November 2015 on package
travel and linked travel arrangements) and the Swiss Federal Act on Package
Travel of 18 June 1993 do 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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Navan - Business Travel Solutions & Expense Management
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Company
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Popular Topics
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