Navrate Terms of Service

Last Modified: July 17, 2026

1. Acceptance of Terms of Service. These terms of service (“Terms of Service”) are entered into by and between you and Navrate Inc. (“Navrate,” “we,” “us” or “our”) and govern your access to and use of the Navrate website, htps://navrate.com (the “Site”), Navrate’s instant pricing and trading service offered via the Site and through Navrate’s iOS and Android mobile apps (the “Navrate Service”), and all other non-downloadable software, web applications, and other online and offline services referencing these Terms of Service, and all content and functionality associated therewith (collectively, the “Service”).

Please read these Terms of Service carefully before you start to use the Service. By using the Service or by clicking to accept or agree to these Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service and our Privacy Notice, incorporated herein by reference. If you do not want to agree to these Terms of Service or the Privacy Notice, you must not access or use the Service.

Unless we expressly state otherwise, the Service is offered and available to users who are eighteen (18) years of age or older. Except as otherwise authorized by us, if you are not at least 18, you must not access or use the Service.

2. Service Features, Functionality and Availability. You may use the Service when and as available. Although we generally intend for the Service to be available on an uninterrupted basis, it will not always be available (e.g., during maintenance, changes, outages and for other reasons). We further reserve the right to change, modify, eliminate and/or restrict or block access to all or any part of the Service, including any features or content displayed or made available through the Service, from time to time with or without notice to you, in our discretion. We will not be liable to you if for any reason all or any part of the Service is unavailable at any time for any period.

3. Accessing the Service and Account Security.

(a) You are responsible for: (i) making all arrangements necessary for you to have access to the Service, including without limitation, your Internet connection; and (ii) ensuring that all persons who access the Service through your Internet connection and/or your User account are aware of these Terms of Service and comply with them.

(b) You may browse certain pages of the Service without first registering as a user (a “User”). However, for complete access to the Service, including without limitation, the Navrate Service, you will be required to register as a User. To register as a User, click here. It is a condition of your use of the Service that all the information you provide as part of registering as a User or in connection with your use of the Service is accurate, current and complete.

(c) If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and you agree not to provide any other person with access to the Service or portions of it using your user name, password or other security information. If you are using the Navrate Service on behalf of an organization or entity, you may, without violating or breaching these Terms, share information (including Pricing (as defined below)) made available via or obtained from the Service with other members of your organization or entity.

(d) You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your User account at the end of each session. You should use particular caution when accessing your User account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason.

4. Privacy; Additional Terms.

(a) Privacy Notce. You agree that all personal information you provide to register with the Service or otherwise, including but not limited to through the use of any interactive features on the Service, is governed by our Privacy Notice, and you consent to all actions we take with respect to your personal information consistent with our Privacy Notice.

(b) Additonal Terms. Your use of the Service is subject to any and all additional terms, policies, rules or guidelines applicable to the Service or certain features of the Service that we may post on or link to the Service (the “Additional Terms”). All such Additional Terms are hereby incorporated into, and made a part of, these Terms of Service.

5. No Reliance; No Offer or Advice. Except as expressly set forth herein with respect to the Navrate Service:

(a) Navrate makes no representation or warranty that the information on the Service is accurate, reliable, up-to-date or complete. Neither Navrate nor any third party can guarantee the accuracy of the information.

(b) The information on the Service is for informational purposes only and is not under any circumstance an offering of or a solicitation to buy securities or otherwise make an investment. The description of Navrate and its business contained herein and any other materials and information provided or made available to you in connection with your evaluation of or entering into a transaction with Navrate are intended only for informational purposes. The information is not intended to provide, and should not be relied upon for, accounting, legal or tax advice or investment advice of any kind. You should consult your tax, legal accounting or other advisors about any transaction described on the Service.

6. Intellectual Property Rights.

(a) Navrate Content. The Service and all data, products, content, features and functionality (including but not limited to, all information, user interfaces, software, text, displays, images, and the design, selection and arrangement thereof) (“Navrate Content”), are owned by Navrate, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You may not commercially exploit or make the Service available to any third party. You must not reproduce, distribute, modify, create derivative works of, re-engineer, publicly display, publicly perform, republish, download, store or transmit any of the material on the Service, except as authorized by these Terms of Service. No right, title or interest in or to the Service or any content on the Service is transferred to you, and all rights not expressly granted are reserved by Navrate. Some Navrate Content may also be subject to further terms and conditions provided in connection with the particular Navrate Content and you agree to comply with any such further terms and conditions. Any use of the Navrate Content other than as set forth in these Terms of Service may result in the immediate suspension or termination of your access to all or part of the Service.

(b) Your Content.

(1) Certain features or functions of the Service may permit the uploading, posting, storage, viewing or transmittal of text, information, video, images and content (collectively, “Your Content”). You retain ownership of any of Your Content posted or transmitted to or through the Service, but in order for us to provide you the Service, you must grant certain rights to Navrate to use Your Content. Accordingly, subject to any restrictions or limitations set forth in these Terms of Service, you hereby grant to Navrate and its designees, a royalty-free, fully paid, sublicensable, transferrable, non-exclusive license to post, store, use and transmit any and all of Your Content in connection with: (i) Navrate’s improvement, maintenance, operation, and provision of the Service (including, where applicable, to customize, train, or otherwise improve, directly or indirectly, any artificial intelligence model or product associated with the Service); (ii) the operation of Navrate’s business, including its development and design of any products or services; and (iii) the creation of Systems Data. You are solely responsible for any and all of Your Content uploaded and/or transmitted in and/or through the Service.

(2) You represent and warrant to Navrate that: (i) you own Your Content or otherwise have sufficient rights in Your Content to grant the license rights granted to Navrate in this Section; (ii) Your Content does not, and its use by Navrate as contemplated in these Terms of Service will not, violate, infringe, or misappropriate the intellectual property rights, publicity or privacy rights, or other proprietary rights of any third party, or breach or violate any obligation of confidentiality owed to any third party; (iii) your uploading, posting, storage, viewing or transmittal of Your Content to or through the Service will not violate applicable Laws; and (iv) there are no claims currently pending or threatened, and you have not engaged in any acts or omissions likely to result in any such claims, as to: (a) your ownership of, use of, or rights in Your Content; (b) your violation, infringement or misappropriation of any third party intellectual property rights, publicity or privacy rights, or other proprietary rights with

respect to Your Content; (c) your violation or breach of any obligation of confidentiality owed to any third party with respect to Your Content; or (d) the violation of Your Content of applicable Laws.

(3) Navrate reserves the right to refuse to post or transmit any of Your Content. Furthermore, in the event that Navrate discovers or has reason to believe that Your Content is in violation of these Terms of Service, including without limitation, this Section 6(b) and/or Section 8 below, Navrate may, without limiting its rights or creating any liability therefor, immediately remove Your Content from the Service, and may further block and/or restrict your access thereto pending resolution of any such violation.

(4) You are responsible for keeping appropriate copies and records of Your Content. Navrate has no obligation to back-up or maintain Your Content, and Navrate takes no responsibility and assumes no liability for Your Content, including without limitation any loss or damage thereto.

(5) For more information regarding how Navrate uses your Cash Flow Information and/or Diligence Information (both as defined in Section 7 below), please review Section 7 regarding the Navrate Service.

(c) Systems Data. You acknowledge and agree that all Systems Data is and shall remain the sole and exclusive property of Navrate. For purposes of clarity, Navrate may make any legal use of the Systems Data without notifying you or sharing such Systems Data with you. Specifically, by way of illustration and not by way of limitation, Navrate may publish and share Systems Data with others in aggregate or statistical form to promote the Service and/or Navrate’s products or services, for evaluating the efficiency, utility and functionality of the Service and/or Navrate’s other products or services, and for enhancing and improving the Service and Navrate’s other products or services. For purposes of these Terms of Service, “Systems Data” means all data, content and information regarding your use of the Service in the nature of de-identified or aggregate systems administrative data, statistical and demographical data, operational information, and data generated by or characterizing the use of the Service, including without limitation, any de-identified or aggregate Your Content.

(d) Feedback. Any comments, feedback, suggestions, or ideas (“Feedback”) you provide through the Service may be used by Navrate. While you may continue to own all such the Feedback, you hereby grant to Navrate a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such Feedback.

7. Navrate Service Terms. The Navrate Service uses User provided historical fund information to provide Users with secondary market private fund prices (the “Pricing”). Through the Navrate Service, Users can further elect to trade using the Pricing generated through the Navrate Service (“Trade” or “Trading”). The following terms and conditions specifically govern and control your use of the Navrate Service:

(a) Usage Rights. If you have registered as a User, Navrate hereby grants to you, subject to the terms

and conditions of this Section 7 and these Terms of Service, a limited, personal, revocable, nonexclusive, non-transferable, non-sublicensable right and license to access and use the Navrate Service for your internal, informational use only.

(b) Pricing. You agree as follows with respect to the Pricing:

(1) In order to generate the Pricing, you must upload all requested information regarding the cash flow history (“Cash Flow Information”) of the underlying fund at issue (the “Underlying Fund”). You acknowledge and agree that the Pricing generated through the Navrate Service is based on the Cash Flow Information provided. As such, all Cash Flow Information must be complete, accurate and timely (i.e., from the most recent report received from the Underlying Fund’s fund manager) in all respects. You are solely responsible for the sourcing, completeness, legality, correctness, accuracy, and timeliness of the Cash Flow Information, and for ensuring, where applicable, that you have all necessary rights to upload and/or use the Cash Flow Information as part of your use of the Navrate Service. You acknowledge and agree that if the Cash Flow Information is incomplete, inaccurate, or not up to date in any respect, the Pricing provided by the Navrate Service will similarly be inaccurate or incorrect, and you acknowledge and agree that Navrate will have no responsibility or liability to you or to any third party in connection therewith.

(2) Navrate does not have access to, and the Navrate Service does not host or store, the Cash Flow Information unless you select that option at the time you exit the Navrate Service. When you exit the Navrate Service, you will be asked whether you would like Navrate to store the Cash Flow Information as part of your User account. If you do not elect for Navrate to store the Cash Flow Information as part or your User account, then Navrate will not host or store the Cash Flow Information, and you will be required to upload the Cash Flow Information as part of any subsequent use of the Navrate Service.

(3) While Navrate will use commercially reasonable efforts to protect any Cash Flow Information you elect to host or store against unauthorized use or disclosure, Navrate cannot guarantee the security or confidentiality of your Cash Flow Information, and you acknowledge and agree that Navrate may disclose or make available your Cash Flow Information in order to provide the Pricing to you and/or in accordance with Section 11 below. You agree to back-up and maintain your Cash Flow Information independent from the Navrate Service; Navrate will have no obligation to back-up or maintain your Cash Flow Information and shall not be liable to you or to any third party for any loss, deletion, or destruction of your Cash Flow Information.

(4) You acknowledge and agree that the Pricing is provided for informational purposes only. Navrate does not independently assess or verify the accuracy or sufficiency of the Cash Flow Information that you provide, and therefore cannot and does not warrant or guarantee that the Pricing generated by the Navrate Service accurately or correctly reflects the actual value or price of your Underlying Fund position

(5) You may only use the Pricing for your own internal information purposes, which may include, the consideration of whether to Trade based on the Pricing. The Pricing may not be used for any other purposes, including without limitation, as part of any publication or other materials distributed or made available (or intended to be distributed or made available) to third parties, or for research or marketing purposes.

(6) Navrate does not provide investment services or investment advice and you acknowledge and agree that: (a) neither the Navrate Service nor the Pricing constitutes investment services or investment advice; and (b) you will not rely on the Navrate Service or the Pricing for making any investments or financial decisions. Your use of the Navrate Service and the Pricing is at your own risk, and you agree to use your own independent skill, experience, knowledge and judgment in making investment and/or financial decisions. You acknowledge and agree that neither the Navrate Service nor the Pricing provides or includes: (i) information that specifically addresses any specific individual’s investment objectives, financial situation, or the particular needs of any specific person who uses the Navrate Service and/or Pricing; (ii) the establishment of an advisory relationship; or (iii) a transaction in securities for the account of others.

(c) Trading. Users may elect, using the Navrate Service, to Trade based on the Pricing provided through the Navrate Service. In the event you elect to Trade based on the Pricing, you agree as follows:

(1) In the event that you elect to Trade on the Pricing provided through the Navrate Service, you will be Trading with a separate fund (the “Navrate Fund”), and not Navrate itself. As such, your transaction is not with Navrate, but is instead with the Navrate Fund. As such, any dispute regarding a completed Trade is solely between you and the Navrate Fund, and does not involve or implicate Navrate.

(2) Pricing generated through the Navrate Service is good for a period of sixty (60) days from the date the Pricing is generated (subject to the terms and conditions of this subsection (c), including without limitation, the completion of the diligence process specified in subsection (4) below). Upon the expiration of such sixty (60) day period, neither Navrate nor the Navrate Fund will have any obligation or responsibility with respect to the Pricing (including any obligation to Trade on the Pricing), and you will be required to generate new Pricing using the Navrate Service.

(3) Clicking or selecting that you elect to Trade using the Pricing does not create a binding obligation on the part of the Navrate Fund to complete Trade; rather, a Trade will only be complete once the diligence process is completed to the satisfaction of the Navrate Fund and the parties enter into a binding agreement to complete the Trade.

(4) Trading requires that you complete a diligence process as specified by Navrate. That diligence process includes, without limitation: (i) agreeing to the Navrate Non-Disclosure Agreement (which you agree to execute using the functionality of the Navrate Service); (ii) providing Navrate the limited partnership agreement and/or other organizational documents relating to the Fund (which you

may upload using the functionality of the Navrate Service); (iii) assisting Navrate in engaging with the Underlying Fund’s general partner or other manager; and (iv) otherwise providing to Navrate all additional information reasonably requested by Navrate. All documents, materials and information that you provide or make available to Navrate as part of the diligence process (collectively, “Diligence Information”) must be complete, accurate and timely in all respects. You are solely responsible for the sourcing, completeness, legality, correctness, accuracy, and timeliness of the Diligence Information and for ensuring, where applicable, that you have all necessary rights to provide or make available the Diligence Information to Navrate hereunder.

(5) Navrate may at any time decline to further engage in diligence regarding the Trade, withdraw from or cease any further discussions with you regarding the Trade, or refuse to complete the Trade, as determined by Navrate (or the Navrate Fund) in its sole and absolute discretion. Reasons for Navrate (or the Navrate Fund) to no longer engage in diligence, withdraw or cease any further discussions, or otherwise refuse to complete the Trade may include, but are not limited to: (i) your failure to diligently participate in the diligence process specified by Navrate; (ii) your provision of any inaccurate, incorrect, incomplete, inadequate, misleading or fraudulent information to Navrate as part of the diligence process specified by Navrate; (iii) Navrate’s determination, in its sole and absolute discretion, that the Pricing generated by the Navrate Service does not accurately or correctly reflect the actual value or price of your Fund position.

(6) The Pricing used for the Trade is based on the Cash Flow Information that you provided for purposes of generating the Pricing. In the event that Navrate determines based on its diligence (including without limitation, its consideration of any Diligence Information), that the Pricing originally generated by the Navrate Service does not accurately or correctly reflect the actual value or price of your Fund position, Navrate may in its discretion, update or revise the Pricing. In that event, you will have the right to elect to Trade on the updated or revised Pricing, in which case, the provisions of this subsection (c) shall again apply.

(d) The following terms and conditions govern and control your use of any iOS and/or Android applications (“App(s)”) associated with the Navrate Service. In the event of a conflict or inconsistency between the terms and conditions of this section and the other terms and conditions of these Terms of Service, the terms and conditions of this section shall govern and control, but only with respect to your use of the Apps.

(1) Subject to your compliance with these Terms of Service, Navrate hereby grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable right and license to install and use the App on a single compatible device owned or controlled by you solely for your personal use and not for further resale or distribution in order to access and use the Navrate Service. For any iOS version of the App, your use must be on an iOS device and be in compliance with the Usage Rules set forth in the Apple Media Services Terms and Conditions as of the date you first install, access and/or use the App.

(2) Your rights to use the App are subject to your compliance with any applicable terms of agreements you have with third parties when using the App. For example, if the App provides or requires the use of VoIP functionality, then you must not be in violation of your wireless data service agreement when using the App.

(3) You must provide at your own expense the equipment, Internet connections or devices and/or service plans to access and use the App. Navrate does not guarantee that the App can be accessed on all devices or wireless service plans. Navrate does not guarantee that the App is or will be available in all geographic locations. You acknowledge that when you use the App, your wireless carrier may charge you fees for data, messaging and/or other wireless access. Check with your carrier to see if there are any such fees that apply to you. YOU ARE SOLELY RESPONSIBLE FOR ANY COSTS YOU INCUR TO ACCESS THE APP FROM YOUR DEVICE.

(4) Navrate may from time to time in its sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches and other error corrections and/or new or changed features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality of the App. You agree that Navrate has no obligation to provide any Updates to you, or to continue to provide or enable any particular features or functionality with respect to the App. You agree to promptly download and install all Updates and you further acknowledge and agree that the App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and be subject to all applicable terms and conditions of these Terms of Service. <mark>Navrate may provide maintenance and support services for the App, but has no obligaton whatsoever to furnish such services to you, and may terminate such services at any tme without notce.</mark>

(5) Navrate may terminate your rights to use the App: (i) upon written notice to you effective immediately, if you commit a material breach of these Terms; and (ii) at any time upon thirty (30) days’ prior notice to you. You may terminate your rights to use the App at any time by uninstalling and destroying your copy of the App.

(6) The App collects information you provide directly (such as any of Your Data you provide through the App) or through automated means (such as geolocation data (if you chose to share it) and device and OS identification data). By using the App, you consent to Navrate’s use and processing of this information in accordance with Navrate’s Privacy Notice. <mark>Any informaton you provide to Google or Apple using the Android or iOS operatng systems, as applicable, will be subject to Google’s or Apple’s privacy notce, as applicable.</mark>

(7) With respect to the iOS version of the App, you acknowledge and agree that as between Apple Inc. and its subsidiaries (collectively “Apple”) and Navrate, Navrate and not Apple is solely responsible for the App and the contents thereof. You and Navrate further acknowledge and agree as follows:

(i) In the event of any third party claim that the App or your possession and use thereof infringes that third party’s intellectual property rights, Apple will not be responsible for the investigation, defense, settlement, and/or discharge of any such intellectual property infringement claim.

(ii) Apple, and Apple’s subsidiaries, are third party beneficiaries of this section, and Apple will have the right (and will be deemed to have accepted the right) to enforce this section against you as a third party beneficiary thereof.

(iii) Subject to the limitations contained in these Terms, Navrate, not Apple, is responsible for addressing your claims, or any third party claims, related to the App or your possession and/or use of the App, including but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation.

(iv) IN THE EVENT OF ANY FAILURE OF THE APP TO CONFORM TO ANY APPLICABLE WARRANTY, YOU MAY NOTIFY APPLE, AND APPLE WILL REFUND THE PURCHASE PRICE, IF ANY, FOR THE APP TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPLE WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APP.

(v) Apple has no obligation to furnish any maintenance and support services with respect to the App. Support requests, as well as questions or complaints regarding the App, may be directed to Navrate via email at [email protected]. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

8. Your Conduct. You may use the Service only for lawful purposes in accordance with the terms and conditions of these Terms of Service. Except as expressly permitted in these Terms of Service, you agree not to:

(a) License, sublicense, lease, rent, timeshare, distribute, disclose, permit access to, or transfer to any third party, any portion of the Service and/or any Navrate Content, whether for profit or without charge;

(b) Store, reproduce, distribute, transmit, modify, adapt, perform, display (including by “framing”), publish or sell the Service and/or any Navrate Content;

(c) Translate, reverse engineer, re-engineer, disassemble, decompile, discover, or modify the Service, any Navrate Content, or any Navrate software;

(d) Remove any copyright and other proprietary notices placed upon the Service and/or any Navrate Content accessible via the Service;

(e) Circumvent any use-limitation or protection device contained in or placed upon the Service and/or

any Navrate Content, or access or attempt to access any portion of the Service and/or any Navrate Content that you are not authorized to access;

(f) Use the Service to execute denial of service attacks;

(g) Perform automated searches against Navrate’s systems (except for non-burdensome federated search services), including automated “bots”, link checkers or other scripts, without prior written permission from Navrate;

(h) Use the Service or any Navrate Content to create products or perform services which compete with or interfere with the Service, any Navrate Content, or any other products or services of Navrate or its licensors;

(i) Text mine, data mine or harvest metadata from the Service;

(j) Impair or overburden the Service or any servers or systems associated with the Service;

(k) Impersonate any person or entity or otherwise misrepresent your affiliation with any person or entity;

(l) Violate any Laws or cause Navrate to violate any Laws. For purposes of these Terms of Service, “Laws” means applicable federal, international, state and local laws, statutes, rules, regulations and ordinances, including any judgment or order of any court or governmental authority, and specifically includes, without limitation, the Gramm-Leach-Bliley Act and its implementing rules and official guidance, the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, all applicable anti-bribery and anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010, and all applicable privacy and data protection laws;

(m) Use the Service and/or any Navrate Content in any manner that violates, infringes, or misappropriates the intellectual property rights, publicity or privacy rights, or other proprietary rights of any third party;

(n) Introduce to the Service or any other Navrate systems or software any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;

(o) Download all or parts of the Service and/or any Navrate Content in a systematic or regular manner or so as to create a collection of materials comprising all or a material subset of the Service and/or the Navrate Content, in any form; or

(p) Use the Service or any Navrate Content to create or develop any competing product or service, or any other product or service that emulates the features and/or functions of the Service and/or the Navrate Content.

9. Payments.

(a) Navrate may provide certain paid or free services associated with the use of the Service, in its sole discretion. All fees charged by Navrate may be modified or changed at any time in its sole discretion. When your use of the Service requires the payment of a fee, you will have the opportunity to review and accept the fees that you will be charged. If you do not agree to pay the fee, do not proceed with your transaction. Unless otherwise stated, all fees are quoted in U.S. Dollars.

(b) You are responsible for paying all fees and applicable taxes associated with your use of the Service in a timely manner with a valid payment method. You agree at all times to keep your payment information current and complete. Except as otherwise set forth in these Terms of Service, Navrate does not provide refunds.

(c) If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. This includes charging other payment methods on file with us, or retaining collection agencies and legal counsel, in our discretion.

10. Third Parties Websites, Materials and Content.

(a) The Service may link to other websites. These links may be provided by Navrate as a convenience to you. If you deal with a linked site, your transaction is not with Navrate so you should review the linked site’s “terms of use,” other contract(s) and/or privacy notice before completing your transaction.

(b) Navrate may further use third party services, software or applications in making available the Service to you. You agree to comply with any and all third party license terms, terms of use, or terms of service applicable to any such third party service, software or applications, and shall not take or fail to take any act that would cause Navrate to be in breach or violation of any such third party license terms, terms of use, or terms of service. You further acknowledge and agree that Navrate shall not be responsible for, and shall have no liability to you in connection with, the unavailability, failure of, or your inability to use, any such third party service, software or applications.

(c) The Service may display or make available, and the Navrate Content may include, third party content (including data, information, and/or materials) (collectively, “Third Party Materials”). You acknowledge and agree that Navrate is not responsible for the Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Navrate does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials.

(d) You acknowledge and agree that Navrate’s: (i) linking to any third party website; (ii) using any third party services, software or applications; or (iii) providing any Third Party Materials, does not constitute or imply an endorsement by Navrate of the third party provider. The providers of any third party services, software or applications or Third Party Materials may be third party beneficiaries of these

11. Monitoring and Enforcement.

(a) Navrate may: (i) disclose your identity or other information about you to any third party who claims that Your Content or any other material posted by you by or through the Service violates their rights, including their intellectual property rights, publicity rights, or their right to privacy; or (ii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities, third parties or court order requesting or directing us to disclose the identity or other information (including Your Content) of any User posting any materials on or through the Service.

(b) We do not commit to reviewing any of Your Content or any other user content or materials before it is posted or transmitted through the Service, and cannot ensure prompt removal of objectionable material after it has been posted or transmitted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content, including any of Your Content, provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section.

12. No Commercial Use; Authorization. You may use the Service for your internal, non-commercial (except as otherwise set forth herein) use solely for lawful purposes in compliance with these Terms of Service. If you are using the Service on behalf of any entity, you represent and warrant that you are authorized to accept these Terms of Service on such entity’s behalf, and that such entity agrees to indemnify Navrate pursuant to Section 18 below.

13. NO WARRANTIES. YOU AGREE THAT THE SERVICE AND ALL NAVRATE CONTENT IS PROVIDED BY US OR ANY OF OUR EXISTING OR FUTURE VENDORS, AFFILIATES OR AGENTS “AS IS” AND “WITH ALL FAULTS,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. NAVRATE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AND DISCLAIMS ALL SUCH REPRESENTATIONS, WARRANTIES, CONDITIONS AND DUTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, RESULTS, ACCURACY, COMPLETENESS, PRIVACY OR SECURITY AND ANY IMPLIED WARRANTIES CREATED BY TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. WE FURTHER DISCLAIM ALL DUTIES TO YOU, IF ANY SUCH DUTIES EXIST, INCLUDING BUT NOT LIMITED TO GOOD FAITH AND FAIR DEALING, REASONABLE CARE, WORKMANLIKE EFFORT, AND LACK OF NEGLIGENCE. IF A DUTY CANNOT BE DISCLAIMED, YOU AGREE THAT THE STANDARD USED TO MEASURE NAVRATE’S PERFORMANCE OF THAT DUTY WILL BE INTENTIONAL MISCONDUCT. ALSO, THERE IS NO WARRANTY OF TITLE OR AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF ANY ASPECT OF THE SERVICE OR AGAINST INFRINGEMENT. YOU EXPRESSLY WAIVE ALL DUTIES, CONDITIONS AND ALL WARRANTIES THAT MIGHT EXIST BUT FOR THIS SECTION. ALL RISK IN CONNECTION WITH THE USE OF THE SERVICE AND/OR ANY NAVRATE CONTENT IS WITH YOU.

14. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT ALLOWED BY LAW, YOU AGREE THAT NEITHER NAVRATE, ANY NAVRATE FUND, NOR ANY OF THEIR RESPECTIVE EXISTING OR FUTURE AFFILIATES, SUPPLIERS OR AGENTS WILL BE LIABLE TO YOU AND/OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES, OR FOR DAMAGES FOR LOST PROFITS, FOR LOSS OR IMPAIRMENT OF PRIVACY, SECURITY OR DATA, FOR FAILURE TO MEET ANY DUTY (INCLUDING BUT NOT LIMITED TO ANY DUTY OF GOOD FAITH, WORKMANLIKE EFFORT OR OF LACK OF NEGLIGENCE), OR FOR ANY OTHER SIMILAR DAMAGES WHATSOEVER THAT ARISE OUT OF OR ARE RELATED TO ANY BREACH OR OTHER ASPECT OF THESE TERMS OF SERVICE OR THE SERVICE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY OR MISREPRESENTATION.

15. EXCLUSIVE REMEDY. IF FOR ANY REASON NAVRATE IS FOUND LIABLE HEREUNDER, NAVRATE’S TOTAL LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF: (i) THE FEES YOU HAVE PAID TO NAVRATE IF ANY, IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE CAUSE OF ACTION GIVING RISE TO LIABILITY; OR (ii) $100 USD. YOU AGREE THAT ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR RELATIONSHIP WITH NAVRATE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOUR CLAIM IS PERMANENTLY BARRED. THE DAMAGE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THESE TERMS OF SERVICE SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16. Termination or Cancellation. As noted above, these Terms of Service are a legally binding agreement between you and Navrate with respect to your use of the Service. Either we or you may terminate this agreement with or without cause or prior notice. You will still be liable for payment of any amounts due or other obligations incurred prior to termination, and if you use the Service after such termination, that use will constitute your new agreement to these Terms of Service. If applicable Laws require that we provide notice of termination or cancellation, we may give prior or subsequent notice by posting it on the Service or by sending a communication to any address (email or otherwise) that we have for you in our records. Navrate’s rights under these Terms of Service that by their terms, nature, sense or context are intended to survive the termination of these Terms of Service shall survive such termination. Without terminating your right to use the Service pursuant to these Terms of Service, we may suspend or block your access to the Service whenever it appears to us that you might be breaching or violating these Terms of Service or otherwise about to cause harm or damage to us or others. No breach of these Terms of Service by Navrate shall be deemed a material breach unless Navrate is first given not less than fifteen (15) business days to cure the breach.

17. Applicable Law and Exclusive Forum. The Service is controlled by us from our offices within the United States and is intended for United States users only. If you choose to access the Service from locations outside the United States, you do so at your own risk and are responsible for compliance with applicable local laws. You may not use or export anything from the Service in violation of U.S. export laws and regulations or these Terms of Service. You agree that these Terms of Service, and all claims of every nature (including without limitation, contract, tort and strict liability) relating to any aspect of the

Service, shall be governed by the laws of the State of Delaware, U.S.A., without regard to its conflicts of laws provisions and without regard to where performance is made. THESE TERMS OF SERVICE WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. You agree that any disputes shall be heard exclusively in an appropriate forum located in Multnomah County, Oregon. You also consent to jurisdiction in a state or federal court sitting in Multnomah County, Oregon and waive any claim or defense that such forum is not convenient or proper, and consent to service of process by any means authorized by Oregon or U.S. federal law.

18. Indemnity. You agree to indemnify, defend and hold harmless Navrate, the Navrate Fund, their licensors, affiliates, successors and assigns, and each of the officers, directors, members, employees, agents, and representatives of the foregoing, for, from and against any and all losses, liabilities, damages, fees, penalties, claims and demands (actual or alleged), and costs and expenses (including reasonable attorneys’ fees and legal costs), arising out of or related to your breach of these Terms of Service, your violation of any Laws, your infringement of any third party intellectual property rights, or the use of your User account by a third party. Navrate reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to reasonably assist and cooperate with Navrate in the defense thereof.

19. Notices, Including Our Address for Legal Notices.

(a) We may give you notice by any lawful method, including (without limitation) legal notices and notices of subpoenas. We may provide the notices by posting them on the Service or by giving them by email or postal mail to any address that we have for you. You agree to update your address as appropriate and to check for notices posted on the Service.

(b) You agree to send us notice by mailing it to “Our Address for Legal Notices” which is 750 Lexington Avenue, New York, NY 10022, or by emailing it to us at [email protected].

20. Amendments. We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Service thereafter. Your continued use of the Service following the posting of revised Terms of Service means that you accept and agree to the changes. We encourage you to check these Terms of Service often for updates.

21. Agreement; Miscellaneous. These Terms of Service, which incorporate by reference any: (i) additional terms on the Service or otherwise provided by us for particular activities; and (ii) disclosures provided by us and consents provided by you on the Service, constitute the entire agreement between us and neither party has relied on any representations made by the other that are not expressly set forth in these Terms of Service. If any part of these Terms of Service is found by a court of competent jurisdiction to be invalid, then that part will be deemed superseded by an enforceable provision that most closely matches the intent of the original and honors the allocation of risks in these Terms of

Service and the remainder of these Terms of Service will continue in effect. Our failure to act with respect to a breach does not waive our right to act as to subsequent or similar breaches. Time is of the essence in connection with your performance under these Terms of Service. Except for the Navrate Fund and as set forth in Sections 10 and 18 above, there are no third party beneficiaries of any part of these Terms of Service. These Terms of Service are personal to you, and are not assignable, transferable, or sublicensable by you except with Navrate’s prior written consent, which Navrate may withhold for any reason or no reason. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms of Service, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.

22. No Class Actions. Each party expressly waives their right to file a class action or seek relief on a class basis. YOU AND NAVRATE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

23. Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, OR THE SUBJECT MATTER OF THESE TERMS OF SERVICE.

24. Further Information. If you would like to receive our legal name and address by email or request any additional information from Navrate, please provide us your email address by sending your request, in writing, to Our Address for Legal Notices. If you have a complaint, you may contact us at the address(es) set forth in Section 19.

25. Notice of Copyright Agent. Navrate respects the intellectual property rights of others and requests that you do the same. Anyone who believes that their work has been reproduced in the Service in a way constituting copyright infringement may provide a notice to the designated Copyright Agent for the Service containing the following: (i) an electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material; (iv) the address, telephone number, and, if available, an email address at which the complaining party may be contacted; (v) a representation that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a representation that the information in the notice is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Copyright infringement claims and notices (but not other notices) should be sent to the attention of our Copyright Agent, in the following manner:

by mail: 750 Lexington Avenue, New York, NY 10022

by email: [email protected]

Please use the same procedure for any claimed infringement of any trademark rights or infringements or misappropriations of other intellectual property or third party rights.

26. Notice About Trademarks. NAVRATE™ and any associated logos or designs are trademarks of Navrate Inc. All other trademarks and logos on the Service and/or in the Navrate Content are the property of their respective owners. All rights are reserved.