NavaNex Terms of Service

Last Modified: December 10, 2025

Effective Date: December 10, 2025

IMPORTANT NOTICE

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE NAVANEX PLATFORM. BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

These Terms of Service ("Terms") constitute a legally binding agreement between you and Neurogrid Technologies Inc. and its subsidiaries, affiliates, officers, and directors (collectively, "NavaNex," "we," "us," or "our") governing your use of the NavaNex platform, mobile applications, website, and related services.

1. Contractual Relationship; Acceptance; and Definitions

1.1 Agreement to Terms

By creating an account, accessing, or using the NavaNex platform, mobile applications (the "App"), website, or any related services (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy and any other policies referenced herein (collectively, the "Agreement").

If you are using the Services on behalf of a business or other entity, you represent and warrant that you have the authority to bind that entity to this Agreement, and "you" shall refer to both you individually and the entity you represent.

1.2 Supplemental Terms

In addition to these Terms, your use of the Services is governed by:

Privacy Policy - Describes how we collect, use, and disclose your personal information
Community Guidelines - Standards of conduct for all users
Equipment Care Guidelines - Requirements for proper use and care of rented equipment
Driver Terms - Additional terms applicable to users who provide delivery services through the platform
Subscription Terms - Specific terms governing subscription services

These supplemental terms are incorporated into and form part of this Agreement. In the event of a conflict between these Terms and any supplemental terms, the supplemental terms shall prevail with respect to the subject matter they address.

1.3 Eligibility

To use the Services, you must:

(a) Be at least 18 years of age, or the age of legal majority in your jurisdiction if different;

(b) Be capable of forming a legally binding contract;

(d) Maintain an active account in good standing; and

(e) Provide accurate and complete registration information.

1.4 Definitions

For the purposes of this Agreement:

"Account" means your registered user account on the NavaNex platform.

"Customer" means any user who rents Equipment or requests Services through the platform.

"Delivery Partner" or "Driver" means an independent contractor who provides delivery, pickup, and logistics services through the NavaNex platform.

"Equipment" means the robots, tools, and other devices available for rental through the Services.

"Lease Agreement" means the specific rental contract for Equipment that you digitally sign when placing an order.

"Order" means a request for Equipment rental and delivery placed through the Services.

"Rental Period" means the duration for which Equipment is rented, as specified in your Order or Subscription.

"Services" means the NavaNex platform, mobile applications, website, Equipment rental, delivery, pickup, subscription management, payment processing, and all related services.

"Subscription" means a recurring Equipment rental arrangement with regular delivery and pickup at specified intervals.

1.5 Modification of Terms

NavaNex reserves the right to modify these Terms at any time. We will notify you of material changes by:

(a) Posting the updated Terms on our website and/or within the App;

(b) Updating the "Last Modified" date at the top of these Terms; and/or

Your continued use of the Services after any modifications indicates your acceptance of the updated Terms. If you do not agree to the modified Terms, you must discontinue use of the Services.

1.6 Termination

By You: You may terminate this Agreement at any time by closing your Account and discontinuing use of the Services. Active Subscriptions must be cancelled according to Section 6 before Account closure.

By NavaNex: We may, in our sole discretion, immediately terminate or suspend your access to the Services, in whole or in part, at any time and for any reason, including but not limited to:

(a) Violation of these Terms or any supplemental terms;

(b) Fraudulent, abusive, or illegal activity;

(d) Damage to or failure to return Equipment;

(e) Actions that harm other users, Delivery Partners, or NavaNex; or

(f) Extended periods of Account inactivity.

Effect of Termination: Upon termination:

(a) All licenses granted to you under these Terms will immediately cease;

(b) You must immediately return any Equipment in your possession;

(d) Sections of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 4 (Equipment responsibilities), 7 (Payment obligations), 8 (Cancellations), 9 (Disclaimers and Liability), and 10 (Dispute Resolution).

1.7 Geographic Scope

These Terms apply to your use of the Services within the jurisdictions where NavaNex operates. The Services are currently available in Malaysia, the United States, and Singapore. If you access the Services from a jurisdiction where they are not available, you do so at your own risk and are responsible for compliance with local laws.

1.8 Entire Agreement

This Agreement, together with the Privacy Policy and all supplemental terms referenced herein, constitutes the entire agreement between you and NavaNex regarding the Services and supersedes all prior agreements, understandings, and communications, whether written or oral.

2. The Services

2.1 Description of Services

NavaNex provides a technology platform that enables Customers to rent robots and equipment ("Equipment") on an on-demand or subscription basis. The Services include:

(a) Equipment Rental: Access to robots and related equipment for temporary use during specified Rental Periods;

(b) Delivery and Pickup: Coordination of Equipment delivery to your specified location and pickup upon completion of the Rental Period through our network of independent Delivery Partners;

(c) Subscription Services: Recurring Equipment rental arrangements with regular scheduled deliveries at weekly, biweekly, or other specified intervals;

(d) Mobile Applications: iOS and Android applications for browsing available Equipment, placing Orders, tracking deliveries, managing Subscriptions, and communicating with support;

(e) Payment Processing: Secure processing of payments for Equipment rentals, Subscriptions, and related fees; and

(f) Customer Support: Assistance with Orders, Equipment issues, scheduling, and general inquiries.

2.2 Nature of Services

Equipment Rental, Not Sale: The Services facilitate the temporary rental of Equipment. At no time does ownership of any Equipment transfer to you. All Equipment remains the sole property of NavaNex or its equipment providers. You receive only a limited right to use the Equipment during the applicable Rental Period in accordance with these Terms and the Lease Agreement.

Platform Provider: NavaNex operates a technology platform that connects Customers with Equipment and facilitates delivery through independent Delivery Partners. In most cases, depending on the agreement, NavaNex will act both as the equipment and service provider. In some cases, robots will be remotely teleoperated by a human operator. In some cases, depending on the agreement made, the service provider, and the autonomous Equipment will operate based on its programmed parameters and environmental conditions.

Independent Delivery Partners: Some Delivery Partners who transport Equipment through the NavaNex platform are independent contractors, not employees of NavaNex (others are employees). NavaNex does not control the manner or method by which some Delivery Partners perform their services, beyond the requirements necessary to ensure quality and safety standards.

2.3 Service Availability

The Services are subject to availability based on:

(a) Equipment Inventory: Available Equipment in your geographic area;

(b) Delivery Partner Availability: Availability of Delivery Partners to fulfill delivery and pickup requests;

(d) Geographic Coverage: Your location within NavaNex's service area; and

(e) Weather and Environmental Conditions: Conditions that may affect Equipment operation or delivery safety.

(f) Teleoperator Availability Some equipment requires teleoperation, and thus requires a teleoperator to be available to perform the service.

NavaNex does not guarantee that the Services will be available at all times or in all locations. We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time without prior notice.

2.4 Equipment Operation

Autonomous Operation: The Equipment available through the Services includes robots designed to operate with minimal user intervention. You acknowledge that:

(a) Autonomous Equipment operates based on sensors, GPS, and programmed parameters;

(b) Performance may vary based on ground conditions, terrain, obstacles, and environmental factors;

(c) You are responsible for ensuring your property is suitable for Equipment operation as described in our Equipment Care Guidelines;

(d) NavaNex does not guarantee specific results or outcomes from Equipment use; and

(e) You must follow all safety instructions and operational guidelines provided.

Patent Pending Technology: Certain aspects of the NavaNex platform and Equipment utilize proprietary, patent-pending technology. You agree not to reverse engineer, disassemble, or attempt to derive the design or functionality of any Equipment or technology.

2.5 App Store Terms

The NavaNex mobile applications may be downloaded from third-party app stores, including the Apple App Store and Google Play Store ("App Stores"). Your use of the applications is also subject to the terms and conditions of the applicable App Store. These Terms are between you and NavaNex only, not with the App Store provider.

If you downloaded the App from the Apple App Store, you acknowledge that:

(a) Apple and its subsidiaries are third-party beneficiaries of these Terms;

(b) Upon your acceptance of these Terms, Apple has the right to enforce these Terms against you;

(d) Apple is not responsible for addressing any claims relating to the App or your use of it; and

(e) In the event of any conflict between Apple's Licensed Application End User License Agreement and these Terms, these Terms shall control.

2.6 Intellectual Property

Ownership: The Services, including all content, features, functionality, software, text, graphics, logos, trademarks, and other intellectual property, are owned by NavaNex or its licensors and are protected by copyright, trademark, patent, and other intellectual property laws.

Limited License: Subject to your compliance with these Terms, NavaNex grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

(a) Access and use the Services for your personal, non-commercial purposes; and

(b) Download and use the mobile applications on devices you own or control.

Restrictions: You may not:

(a) Copy, modify, or create derivative works of the Services or any content;

(b) Reverse engineer, decompile, or disassemble any aspect of the Services;

(d) Use the Services for any commercial purpose without our written consent;

(e) Use any automated means to access the Services or collect data;

(f) Interfere with or disrupt the Services or servers; or

(g) Attempt to gain unauthorized access to any part of the Services.

2.7 Third-Party Services and Content

The Services may contain links to third-party websites, services, or content not owned or controlled by NavaNex. We are not responsible for any third-party services or content, including their accuracy, completeness, or availability. Your use of third-party services is at your own risk and subject to the terms and policies of those third parties.

3. User Accounts

3.1 Account Registration

To access most features of the Services, you must register for and maintain an active user account ("Account"). During registration, you agree to provide accurate, current, and complete information, including:

(a) Your legal name;

(b) A valid email address;

(d) Your physical address (for delivery purposes);

(e) A valid payment method; and

(f) Any other information reasonably requested during registration.

You must promptly update your Account information if it changes. Failure to maintain accurate Account information may result in your inability to access the Services or receive Equipment deliveries.

3.2 Account Types

Customer Accounts: Standard accounts for individuals who wish to rent Equipment and receive delivery services.

Delivery Partner Accounts: Accounts for individuals who wish to provide delivery and logistics services through the NavaNex platform. Delivery Partner accounts are subject to additional requirements and terms, including:

(a) Successful completion of a background check;

(b) Valid driver's license and vehicle registration;

(d) A verified bank account for payment disbursements;

(e) Agreement to the Delivery Partner Terms; and

(f) Ongoing compliance with NavaNex's safety and quality standards.

3.3 Account Security

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to:

(a) Create a strong, unique password and keep it confidential;

(b) Not share your Account credentials with any other person;

(d) Ensure that you log out of your Account at the end of each session; and

(e) Not use another person's Account without their express permission.

NavaNex is not liable for any loss or damage arising from your failure to protect your Account credentials. You may be held liable for losses incurred by NavaNex or other users due to unauthorized use of your Account.

3.4 Verification

Phone Verification: You may be required to verify your mobile phone number through a one-time verification code sent via SMS. This verification helps us ensure the security of your Account and enables important communications regarding your Orders.

Email Verification: You may be required to verify your email address by clicking a confirmation link. Verified email addresses are used for order confirmations, receipts, and important Account notifications.

Identity Verification: In certain circumstances, we may require additional identity verification, such as a government-issued photo ID, to:

(a) Prevent fraud or unauthorized Account access;

(b) Comply with legal or regulatory requirements;

(d) Investigate potential violations of these Terms.

3.5 One Account Policy

You may only maintain one active Customer Account. Creating multiple accounts to circumvent restrictions, abuse promotions, or for any fraudulent purpose is prohibited and may result in termination of all associated accounts. NavaNex reserves the right to merge or delete duplicate accounts.

3.6 Account Responsibilities

You are solely responsible for:

(a) All activity conducted through your Account, whether authorized by you or not;

(b) Ensuring that all users of your Account comply with these Terms;

(d) Equipment rented under your Account, including damage, loss, or theft; and

(e) Communications sent from your Account.

3.7 Minors

The Services are not intended for use by individuals under 18 years of age. You may not create an Account or use the Services if you are under 18. If you permit a minor to use Equipment rented under your Account, you remain fully responsible for:

(a) Supervising the minor's use of the Equipment;

(b) Ensuring the minor follows all safety guidelines;

(d) Any injuries or damages arising from the minor's use of Equipment.

3.8 Communications

By creating an Account, you consent to receive communications from NavaNex, including:

(a) Transactional Messages: Order confirmations, delivery updates, pickup reminders, and payment receipts;

(b) Account Notifications: Security alerts, Terms updates, and Account-related information;

(d) Promotional Communications: Special offers, new features, and marketing messages (you may opt out of promotional communications at any time through your Account settings).

Communications may be sent via email, SMS, push notifications, or in-app messages. Standard messaging and data rates may apply. You can manage your communication preferences in your Account settings, but certain transactional and Account-related messages cannot be disabled while your Account remains active.

3.9 Account Suspension and Termination

NavaNex may suspend or terminate your Account, without prior notice, if we reasonably believe that:

(a) You have violated these Terms or any applicable policies;

(b) You have engaged in fraudulent, abusive, or illegal activity;

(d) Your Account has been compromised and you have failed to secure it;

(e) You have failed to pay amounts owed to NavaNex;

(f) You have damaged, lost, or failed to return Equipment;

(g) Your conduct poses a risk to other users, Delivery Partners, or the public; or

(h) Continued provision of Services to you would violate applicable law.

Suspension: During suspension, you will be unable to access the Services or place new Orders. Existing Subscriptions may be paused. You remain responsible for any outstanding charges and any Equipment in your possession.

Termination: Upon termination, all licenses granted to you will immediately cease. You must return any Equipment and pay all outstanding amounts. NavaNex may pursue legal remedies for any amounts owed or damages incurred.

3.10 Account Deletion

You may request deletion of your Account at any time through the App settings or by contacting customer support. Before your Account can be deleted:

(a) All outstanding payments must be settled;

(b) All rented Equipment must be returned;

(d) Any pending Orders must be completed or cancelled.

Upon deletion, your personal information will be handled in accordance with our Privacy Policy. Certain information may be retained as required by law or for legitimate business purposes, such as fraud prevention and legal compliance.

4. Equipment Rental Terms

4.1 Lease Agreement Required

Each Equipment rental is governed by a separate Equipment Lease Agreement ("Lease Agreement") that you must review and accept before completing your Order. The Lease Agreement contains detailed terms regarding:

Equipment specifications and permitted use
Rental period, extensions, and holdover fees
Delivery, setup, and return procedures
Payment terms, fees, and security deposits
Use restrictions and safety requirements
Maintenance and care responsibilities
Risk of loss and damage liability
Warranties and disclaimers
Default and termination provisions

By placing an Order, you agree to be bound by the applicable Lease Agreement. In the event of any conflict between these Terms of Service and a Lease Agreement, the Lease Agreement shall control with respect to the specific Equipment rental.

4.2 Equipment Ownership

All Equipment remains the sole property of NavaNex or its equipment providers at all times. You receive only a limited right to possess and use the Equipment during the Rental Period. You may not:

(a) Claim any ownership interest in the Equipment;

(b) Sublease, loan, pledge, or transfer the Equipment to any third party;

(d) Use the Equipment as collateral for any loan or obligation; or

(e) Allow any lien or encumbrance to be placed on the Equipment.

4.3 Equipment Care and Responsibilities

You are responsible for the proper care and use of all Equipment during the Rental Period. You agree to:

(a) Follow Instructions: Use the Equipment only in accordance with all manuals, safety instructions, training materials, and guidelines provided by NavaNex;

(b) Site Preparation: Ensure your property is suitable for Equipment operation, including removing obstacles, securing pets, and maintaining appropriate ground conditions;

(d) Routine Care: Keep the Equipment clean, charged, and protected when not in use;

(e) Report Issues: Promptly notify NavaNex of any malfunction, damage, unusual behavior, or safety concerns;

(f) Protect from Elements: Keep the Equipment away from rain, standing water, sprinklers, and other liquid exposure unless otherwise specified; and

(g) Secure Storage: Store the Equipment in a safe location when not in use and protect it from theft, vandalism, and unauthorized access.

4.4 Prohibited Uses

You shall not use the Equipment for any purpose other than the agreed purpose specified in your Lease Agreement. Prohibited uses include, but are not limited to:

(a) Illegal Activities: Any use that violates applicable laws or regulations;

(b) Unauthorized Locations: Operating the Equipment at any location other than the designated delivery site without prior written consent;

(c) Hazardous Environments: Use in environments with corrosive chemicals, explosive atmospheres, excessive contamination, or conditions outside manufacturer specifications;

(d) Commercial Use: Using Equipment rented for personal use for any commercial purpose without authorization;

(e) Modification: Disassembling, modifying, tampering with, or attempting to repair the Equipment (except user-serviceable maintenance as specified);

(f) Safety Bypass: Disabling, circumventing, or interfering with any safety features, sensors, or operational limits;

(g) Overloading: Exceeding rated payload, capacity, or usage limits;

(h) Unsuitable Terrain: Operating in conditions unsuitable for the Equipment, including steep slopes, wet conditions, or unstable surfaces beyond specifications; and

(i) Unsupervised Access: Allowing minors or untrained individuals to operate the Equipment without appropriate supervision.

4.5 Damage, Loss, and Theft

Your Responsibility: From delivery until the Equipment is returned to and accepted by NavaNex, you bear the risk of loss, theft, or damage to the Equipment, except to the extent directly caused by NavaNex's gross negligence or willful misconduct.

Damage Assessment: Upon return, NavaNex will inspect the Equipment. You are responsible for all damage beyond ordinary wear and tear, including but not limited to:

(a) Physical damage from impacts, drops, collisions, or mishandling;

(b) Water damage or damage from liquid exposure;

(d) Damage from misuse, neglect, or failure to follow instructions;

(e) Damage from unauthorized modifications or repair attempts;

(f) Cosmetic damage including scratches, dents, and stains; and

(g) Missing accessories, chargers, docks, or components.

Damage Charges: You authorize NavaNex to charge your payment method for the cost of repair or replacement of damaged Equipment, up to the full replacement value.

Lost or Stolen Equipment: If Equipment is lost or stolen during the Rental Period, you must:

(a) Immediately notify NavaNex;

(b) File a police report if theft is suspected and provide a copy to NavaNex; and

4.6 Ordinary Wear and Tear

"Ordinary wear and tear" means gradual deterioration of the Equipment due solely to normal, intended use in accordance with the Lease Agreement and NavaNex's instructions. Ordinary wear and tear does NOT include:

(a) Damage from impacts, drops, or collisions;

(b) Water or liquid damage;

(d) Damage from misuse, neglect, or operation outside specified conditions;

(e) Damage from failure to follow maintenance instructions;

(f) Theft, loss, or vandalism; or

(g) Any damage that impairs the Equipment's functionality or safety.

4.7 Cleaning Fees

If Equipment is returned with excessive dirt, debris, grass clippings, liquids, or contamination requiring professional cleaning, you will be charged a cleaning fee. Cleaning fees are separate from and in addition to any damage charges.

4.8 Holdover

If you retain Equipment beyond the scheduled Rental Period end time without requesting and receiving an approved extension through the App, you will be considered in "Holdover" status and will be charged:

(a) Holdover Rent: One hundred fifty percent (200%) of the standard rental rate for each day or partial day the Equipment is retained; plus

(b) Additional Fees: Any fees for missed delivery windows, rescheduling costs, or impacts to other customers.

Holdover does not extend your rental agreement or create any ongoing rental relationship. NavaNex reserves the right to recover Equipment in Holdover status and to pursue all available legal remedies.

4.9 Extensions

You may request an extension of your Rental Period through the App, subject to Equipment availability and NavaNex's approval. Extension requests must be submitted before your scheduled pickup time. Extensions are not guaranteed and may be subject to additional charges at current rental rates.

4.10 Insurance

NavaNex strongly recommends that you maintain appropriate liability and property insurance to cover potential claims or losses relating to your use and possession of the Equipment. While insurance is not required under these Terms, you remain fully responsible for any amounts, claims, or losses that would otherwise have been covered by insurance.

5. Delivery and Pickup

5.1 Scheduling and Delivery Windows

When placing an Order, you will select a delivery date and time window for Equipment delivery. Delivery windows are subject to:

(a) Availability: Delivery Partner availability in your area at the requested time;

(b) Operating Hours: NavaNex's designated operating hours for your region;

(d) Weather Conditions: Safe conditions for Equipment transport and setup.

NavaNex will use reasonable efforts to deliver Equipment within the selected time window. Estimated delivery times are approximations and not guarantees. Actual delivery times may vary based on traffic, weather, Delivery Partner availability, and other factors beyond our control.

5.2 Delivery Location

Equipment will be delivered to the address specified in your Order ("Delivery Site"). You are responsible for:

(a) Providing accurate and complete address information, including any gate codes, building access instructions, or special directions;

(b) Ensuring the Delivery Site is accessible by standard vehicle at the scheduled delivery time;

(d) Ensuring compliance with any local regulations, homeowner association rules, or lease restrictions applicable to Equipment use at the Delivery Site.

NavaNex reserves the right to refuse delivery to locations deemed unsafe, inaccessible, or unsuitable for Equipment operation.

5.3 Presence Required

Customer Presence: Unless otherwise specified, you or an authorized adult representative (18 years or older) must be present at the Delivery Site during the scheduled delivery window to:

(a) Receive the Equipment and verify its condition;

(b) Sign or electronically acknowledge receipt;

(d) Confirm the Equipment placement location; and

(e) Provide access to the property if required.

Authorization: If you cannot be present, you may designate an authorized representative through the App. Your authorized representative must:

(a) Be at least 18 years of age;

(b) Present valid identification if requested;

(d) Acknowledge receipt and agree to the delivery condition.

You remain fully responsible for all actions of your authorized representative and for the Equipment upon delivery.

5.4 No-Show and Failed Delivery

No-Show Fee: If no one is available to receive the Equipment during the scheduled delivery window and you did not provide adequate notice of cancellation or rescheduling (see Section 5.6), you will be charged a No-Show Fee. The No-Show Fee covers the Delivery Partner's time, fuel, and the cost of returning the Equipment.

Failed Delivery: A delivery will be considered "failed" if:

(a) No authorized person is present to receive the Equipment;

(b) The Delivery Site is inaccessible (blocked driveway, locked gate without provided code, etc.);

(d) The address provided is incorrect or incomplete; or

(e) Conditions at the Delivery Site make delivery unsafe or impossible.

Redelivery: Following a failed delivery, you may request redelivery through the App, subject to:

(a) Equipment availability;

(b) Delivery Partner availability;

(d) Resolution of the issue that caused the failed delivery.

5.5 Delivery Partner Interactions

Delivery Partners are independent contractors who provide delivery and pickup services through the NavaNex platform. When interacting with Delivery Partners:

(a) Respect and Safety: Treat all Delivery Partners with respect and courtesy. Any harassment, discrimination, threatening behavior, or inappropriate conduct toward Delivery Partners is strictly prohibited and may result in immediate Account termination;

(b) Communication: Communicate delivery instructions and any changes through the App. Delivery Partners may contact you via the App to coordinate delivery logistics;

(c) Access: Provide safe and reasonable access to the Delivery Site. Do not require Delivery Partners to enter your home or navigate hazardous conditions;

(d) Gratuities: Tipping is optional but appreciated. You may add a tip through the App; and

(e) Ratings: You may rate your delivery experience through the App. Please provide honest, constructive feedback.

5.6 Rescheduling

Before Delivery: You may reschedule a scheduled delivery through the App. Rescheduling policies vary based on how far in advance you request the change:

(a) More than 24 hours before scheduled delivery: No fee for rescheduling;

(b) 4–24 hours before scheduled delivery: A rescheduling fee may apply;

(c) Less than 4 hours before scheduled delivery: A rescheduling fee will apply, and the original rental period charges may still begin as scheduled; and

(d) After Delivery Partner dispatch: If a Delivery Partner has already been dispatched, the full No-Show Fee may apply.

Subscription Deliveries: Subscription delivery schedules can be modified according to the Subscription modification policies in Section 6.

5.7 Equipment Inspection at Delivery

Upon receiving the Equipment, you should immediately inspect it for:

(a) Visible damage, scratches, or defects;

(b) Missing components or accessories;

(d) Cleanliness and general condition.

If you identify any issues, you must report them to the Delivery Partner and document them through the App before the Delivery Partner departs. Failure to report pre-existing damage at the time of delivery may result in you being held responsible for that damage upon return.

By accepting the Equipment (or allowing your authorized representative to accept it), you acknowledge that the Equipment is in acceptable condition unless defects were reported at delivery.

5.8 Pickup and Return

Scheduled Pickup: At the end of your Rental Period, NavaNex will schedule a pickup for the Equipment. A pickup window will be communicated through the App, and the same presence requirements apply as for delivery.

Your Responsibilities Before Pickup:

(a) Have the Equipment ready for pickup at the designated location;

(b) Ensure all accessories, chargers, docking stations, and components are included;

(d) Power off the Equipment as instructed (unless otherwise directed);

(e) Ensure the Equipment is reasonably clean and free of excessive debris; and

(f) Be present (or have an authorized representative present) to hand over the Equipment.

Return Inspection: The Delivery Partner or NavaNex representative will inspect the Equipment upon pickup. You are encouraged to be present during this inspection. Any damage, missing components, or cleaning issues identified will be documented, and you will receive notification of any charges.

5.9 Early Return

If you wish to return Equipment before the scheduled end of your Rental Period, you may request early pickup through the App. Early returns are subject to:

(a) Delivery Partner availability to perform the pickup;

(b) Minimum rental period requirements (no refund for unused time unless specified in your Lease Agreement or Subscription terms); and

5.10 Failure to Return Equipment

If Equipment is not returned or made available for pickup at the end of the Rental Period:

(a) You will be charged Holdover fees as described in Section 4.8;

(b) NavaNex will attempt to contact you to arrange pickup;

(c) After three (3) failed pickup attempts or seven (7) days without return (whichever occurs first), the Equipment may be deemed "Unreturned"; and

(d) Unreturned Equipment will result in your payment method being charged the full replacement value of the Equipment, plus any accumulated rental and Holdover charges.

NavaNex reserves the right to use GPS tracking technology embedded in the Equipment to locate and recover Unreturned Equipment. You expressly consent to such tracking as a condition of renting Equipment.

5.11 Subscription Delivery Schedule

For Subscription customers, deliveries and pickups will occur according to your selected schedule (e.g., weekly, biweekly). Subscription delivery terms are further detailed in Section 6.

6. Subscriptions

6.1 Subscription Services Overview

NavaNex offers Subscription plans that provide recurring Equipment rentals with scheduled deliveries and pickups at regular intervals. Subscriptions are designed for customers who need Equipment on an ongoing basis and provide convenience, cost savings, and priority service.

By enrolling in a Subscription, you authorize NavaNex to:

(a) Automatically charge your payment method at each billing cycle;

(b) Deliver Equipment according to your selected schedule;

(d) Continue the Subscription until you cancel in accordance with these Terms.

6.2 Subscription Plans

NavaNex offers various Subscription plans that may include:

(a) Weekly Subscriptions: Equipment delivered and picked up once per week;

(b) Biweekly Subscriptions: Equipment delivered and picked up every two weeks;

(d) Seasonal Subscriptions: Equipment delivered during active seasons with a defined start and end period.

Subscription plans, pricing, and availability may vary by region and are subject to change. Current Subscription options and pricing are displayed in the App at the time of enrollment.

6.3 Subscription Enrollment

To enroll in a Subscription, you must:

(a) Have an active Account in good standing;

(b) Select a Subscription plan and delivery schedule;

(d) Add a valid payment method and authorize recurring charges;

(e) Review and accept the Subscription terms, including the Lease Agreement; and

(f) Confirm your enrollment through the App.

Upon enrollment, you will receive confirmation of your Subscription details, including your billing cycle, delivery schedule, and cancellation terms.

6.4 Subscription Billing

Billing Cycles: Subscription fees are billed in advance at the beginning of each billing cycle. Your billing cycle corresponds to your selected Subscription plan (weekly, biweekly, monthly, etc.).

Automatic Charges: By enrolling in a Subscription, you authorize NavaNex to automatically charge your designated payment method for:

(a) Recurring Subscription fees at each billing cycle;

(b) Applicable taxes and fees;

(d) Price adjustments as provided in Section 6.5.

Payment Failure: If a payment fails, NavaNex will:

(a) Attempt to charge the payment method again;

(b) Notify you of the failed payment and request an updated payment method;

(d) Reserve the right to cancel your Subscription if payment is not received within a reasonable period.

You remain responsible for all charges incurred prior to Subscription cancellation, regardless of payment failure.

6.5 Subscription Pricing Changes

NavaNex reserves the right to change Subscription pricing. If we increase the price of your Subscription:

(a) We will provide you with at least thirty (30) days' notice before the new price takes effect;

(b) Notice will be sent to your registered email address and/or displayed in the App;

(d) Your continued use of the Subscription after the price change takes effect constitutes acceptance of the new pricing.

Promotional pricing, discounts, and introductory offers are subject to their own terms and may expire automatically.

6.6 Modifying Your Subscription

You may modify your Subscription through the App, subject to the following:

Schedule Changes: You may change your delivery day or time window, subject to availability. Schedule changes take effect starting with your next billing cycle unless otherwise specified.

Plan Changes: You may upgrade or downgrade your Subscription plan:

(a) Upgrades: Plan upgrades take effect immediately or at the next delivery, and you will be charged a prorated amount for the remainder of the current billing cycle;

(b) Downgrades: Plan downgrades take effect at the beginning of your next billing cycle. No refund is provided for the current billing cycle.

Address Changes: You may change your delivery address, subject to service availability at the new location. If the new address is outside NavaNex's service area, you may need to pause or cancel your Subscription.

Pause Subscription: You may temporarily pause your Subscription for a specified period. During the pause:

(a) No deliveries will be scheduled;

(b) You will not be charged Subscription fees;

(d) Your Subscription will automatically resume at the end of the pause period unless you cancel.

6.7 Cancellation

Cancellation by You: You may cancel your Subscription at any time through the App or by contacting customer support. Cancellation terms depend on the type of Subscription:

(a) Monthly and Flexible Plans: Cancellation is effective at the end of your current billing cycle. You will continue to have access to scheduled deliveries through the end of the paid period. No refund is provided for partial billing cycles.

(b) Commitment Plans: If you enrolled in a Subscription with a minimum commitment period (e.g., 3-month, 6-month, or annual commitment) and cancel before the commitment period ends, you may be charged an early termination fee as disclosed at enrollment. These charges reflect the current aggangement, and is subjct to change. NavaNex will make its best attempt to ensure that we are transparent about our pricing structures, and that you are kept well informed. The msot up to date information can be found in the app itself.

(c) Trial Periods: If you are on a free or discounted trial and cancel before the trial ends, you will not be charged. If you do not cancel before the trial ends, your Subscription will automatically convert to a paid Subscription.

Cancellation by NavaNex: We may cancel your Subscription at any time, with or without cause, by providing notice to you. If we cancel for reasons other than your breach of these Terms, we will provide a prorated refund for any prepaid fees covering the period after cancellation.

6.8 Subscription Equipment

Equipment provided under Subscriptions is subject to all terms in Section 4 (Equipment Rental Terms). Additionally:

(a) You may receive different individual units of Equipment for different delivery cycles;

(b) NavaNex may update or substitute Equipment models at our discretion, provided the replacement Equipment is functionally equivalent or superior;

(d) Repeated damage, loss, or late returns may result in Subscription termination.

6.9 Subscription Priority

Subscription customers may receive priority benefits, including:

(a) Priority delivery scheduling;

(b) Guaranteed Equipment availability for scheduled deliveries;

(d) Priority customer support.

Priority benefits are subject to availability and may vary by Subscription tier and region.

6.10 Promotional Offers

From time to time, NavaNex may offer promotional pricing, discounts, referral credits, or other special offers for Subscriptions. Promotional offers:

(a) Are subject to specific terms and conditions disclosed at the time of the offer;

(b) May be limited to new customers, specific Subscription plans, or specific regions;

(d) May be modified or discontinued at any time; and

(e) Are void where prohibited.

Abuse of promotional offers, including creating multiple accounts to obtain promotions, may result in forfeiture of promotional benefits and Account termination.

7. Payment

7.1 Payment Methods

To use the Services, you must provide and maintain at least one valid payment method. Accepted payment methods include:

(a) Credit cards (Visa, Mastercard, American Express, Discover);

(b) Debit cards with credit network logos;

(d) Bank transfers or ACH (where available); and

(e) Other payment methods as may be supported in your region.

By providing a payment method, you represent and warrant that you are authorized to use that payment method and authorize NavaNex (and our payment processors) to charge that payment method for all amounts due under these Terms.

7.2 Payment Authorization

When you place an Order or enroll in a Subscription, you authorize NavaNex to charge your designated payment method for:

(a) Rental Fees: The Equipment rental charges as displayed at checkout;

(b) Delivery and Pickup Fees: Charges for Equipment delivery and pickup services;

(d) Taxes: Applicable sales tax, VAT, GST, or other taxes required by law;

(e) Service Fees: Platform fees, processing fees, and other service charges as disclosed;

(f) Damage and Cleaning Charges: Costs to repair or replace damaged Equipment, or to professionally clean Equipment returned in unacceptable condition;

(g) Late Fees and Holdover Charges: Fees for late returns as described in Section 4.8;

(h) No-Show and Redelivery Fees: Charges for failed deliveries and redelivery attempts;

(i) Replacement Costs: Full replacement value for lost, stolen, or unreturned Equipment; and

(j) Other Charges: Any other fees or charges as disclosed in these Terms, the Lease Agreement, or at the time of transaction.

7.3 Payment Processing

NavaNex uses third-party payment processors (including Stripe) to process payments. Your use of payment services is subject to:

(a) The payment processor's terms of service and privacy policy;

(b) The rules of any applicable card networks (Visa, Mastercard, etc.); and

NavaNex does not store complete credit card numbers or CVV codes. Payment information is securely handled by our payment processors in compliance with Payment Card Industry Data Security Standards (PCI DSS).

7.4 Pricing

Displayed Prices: Prices for Equipment rental, delivery, and other services are displayed in the App at the time of booking. Prices are shown in the local currency for your region (USD for United States, MYR for Malaysia, SGD for Singapore).

Price Changes: NavaNex reserves the right to change prices at any time. Price changes will not affect Orders already placed or active Subscription billing cycles. For Subscriptions, price changes are subject to the notice requirements in Section 6.5.

Dynamic Pricing: Equipment rental rates may vary based on factors such as:

(a) Equipment type and model;

(b) Rental duration;

(d) Demand and availability; and

(e) Promotional offers and discounts.

Price Estimates: Any price estimates or quotes provided are subject to change based on actual services rendered. Final charges may differ from estimates if the actual rental duration, delivery distance, or other factors differ from the estimate.

7.5 Security Deposits and Authorizations

Authorization Hold: When you place an Order, NavaNex may place a temporary authorization hold on your payment method for an amount that exceeds the estimated charges. This hold:

(a) Serves as a security deposit to cover potential damage, late fees, or other charges;

(b) Is not an actual charge to your account;

(d) May take 5–10 business days to be released by your financial institution after we release the hold.

Security Deposit: For certain Equipment types or rental durations, NavaNex may require a security deposit that is charged at the time of booking and refunded (less any applicable charges) upon Equipment return.

7.6 Receipts

After each transaction, NavaNex will provide a receipt via email and/or in the App. Receipts will include:

(a) A description of the charges;

(b) The total amount charged;

(d) The date and time of the transaction; and

(e) Any applicable taxes and fees.

Please review your receipts promptly and report any errors within thirty (30) days.

7.7 Payment Disputes

Disputes with NavaNex: If you believe you have been charged in error or disagree with a charge, you must contact NavaNex customer support within thirty (30) days of the charge. We will investigate and, if appropriate, issue a refund or credit.

Chargebacks: If you dispute a charge directly with your financial institution (a "chargeback") without first attempting to resolve the issue with NavaNex:

(a) NavaNex reserves the right to suspend your Account pending resolution;

(b) We will provide documentation to dispute the chargeback if we believe the charge was valid;

(c) If the chargeback is resolved in NavaNex's favor, you remain liable for the original charge plus any chargeback fees we incur; and

(d) Repeated or fraudulent chargebacks may result in permanent Account termination.

We encourage you to contact us first to resolve any payment concerns.

7.8 Failed Payments

If a payment fails for any reason:

(a) NavaNex will notify you of the failed payment;

(b) You must update your payment method or add a new payment method within a reasonable time;

(d) We reserve the right to cancel Orders or Subscriptions if payment is not received;

(e) You remain responsible for all amounts owed, including late fees if applicable; and

(f) We may engage collection agencies or take legal action to recover unpaid amounts.

7.9 Currency and Exchange Rates

All charges are automatically processed in the local currency for your region:

(a) United States: US Dollars (USD)

(b) Malaysia: Malaysian Ringgit (MYR)

If your region does not have one of these local curencies, we will automatically default to USD. You can changes these preferecnes in settings for future transactions with us. If your payment method is denominated in a different currency, your financial institution will convert the charge at their applicable exchange rate. NavaNex is not responsible for any currency conversion fees or exchange rate differences.

7.10 Taxes

You are responsible for paying all applicable taxes on the Services, including sales tax, value-added tax (VAT), goods and services tax (GST), or any other taxes required by law. NavaNex will collect and remit taxes where required by law. Tax amounts will be displayed at checkout and included in your receipt.

7.11 Promotional Credits and Discounts

Promotional Credits: NavaNex may issue promotional credits to your Account from time to time. Promotional credits:

(a) Have no cash value and cannot be redeemed for cash;

(b) Are non-transferable;

(d) Cannot be combined with other offers unless expressly stated; and

(e) May be subject to additional terms and restrictions.

Referral Programs: NavaNex may offer referral programs that provide credits or discounts when you refer new customers. Referral programs are subject to specific terms disclosed at the time of the program and may be modified or discontinued at any time.

Abuse: NavaNex reserves the right to revoke promotional credits, void discounts, or terminate Accounts in cases of abuse, fraud, or violation of promotional terms.

8. Cancellations and Refunds

8.1 Order Cancellation by Customer

You may cancel an Order through the App prior to delivery. Cancellation fees and refund eligibility depend on when you cancel:

(a) More than 24 hours before scheduled delivery: Full refund, no cancellation fee;

(b) 4–24 hours before scheduled delivery: Refund of rental charges, less a cancellation fee;

(c) Less than 4 hours before scheduled delivery: Partial refund or credit at NavaNex's discretion; cancellation fee applies;

(d) After Delivery Partner dispatch: No refund; you will be charged the full delivery fee plus a cancellation fee; and

(e) After Equipment delivery: No cancellation available; you must complete the rental or arrange early return (Section 5.9).

Cancellation fees cover NavaNex's operational costs, including Delivery Partner compensation for dispatched deliveries.

8.2 Cancellation by NavaNex

NavaNex may cancel an Order or Subscription for any reason, including:

(a) Equipment Unavailability: If the reserved Equipment becomes unavailable due to damage, maintenance, or prior rental issues;

(b) Delivery Partner Unavailability: If no Delivery Partner is available to fulfill the delivery;

(d) Account Issues: Suspected fraud, violation of these Terms, or Account in poor standing;

(e) Inaccessible Delivery Site: Unable to access the delivery location;

(f) Force Majeure: Events beyond NavaNex's reasonable control (see Section 11); or

(g) Other Operational Reasons: At NavaNex's reasonable discretion.

Refunds for NavaNex-Initiated Cancellations: If NavaNex cancels an Order for reasons other than your breach of these Terms:

(a) You will receive a full refund of amounts paid for the cancelled Order;

(b) Refunds will be processed to your original payment method within 5–10 business days; and

NavaNex is not liable for any consequential damages, lost time, or other costs resulting from cancellation.

8.3 Subscription Cancellation

Subscription cancellation terms are detailed in Section 6.7. In summary:

(a) Monthly/Flexible Plans: Cancel any time; effective at end of current billing cycle;

(b) Commitment Plans: Early termination fee may apply if cancelled before commitment period ends;

No refunds are provided for partial billing cycles.

8.4 Refund Policy

Eligible Refunds: Refunds may be issued for:

(a) Orders cancelled in accordance with Section 8.1;

(b) Orders cancelled by NavaNex (Section 8.2);

(d) Significant service failures attributable to NavaNex; and

(e) Duplicate or erroneous charges.

Refund Exclusions: Refunds are NOT available for:

(a) Completed rentals where Equipment was delivered and used as intended;

(b) Dissatisfaction with Equipment performance within normal operating parameters;

(d) Fees for no-shows, failed deliveries, or redelivery;

(e) Partial rental periods (unless expressly stated in the Lease Agreement);

(f) Promotional credits or discounts applied to an Order;

(g) Third-party charges (e.g., currency conversion fees); or

(h) Subscriptions cancelled mid-billing cycle.

NavaNex notes that due to the dynamic nature of our operations, exceptions might exist. Exceptions will be handled on a case by case basis. However, please note that this is discretionary, and NavaNex still reserves the right to apply these exclusions to its fullest extent.

8.5 Refund Processing

Timing: Approved refunds will be processed within 5–10 business days. The time it takes for the refund to appear in your account depends on your financial institution and payment method.

Method: Refunds will be issued to the original payment method used for the transaction. If the original payment method is no longer valid, we will work with you to identify an alternative refund method.

Partial Refunds: In some cases, NavaNex may issue a partial refund if:

(a) Only part of the Order was affected by the issue;

(b) You used the Equipment for a portion of the Rental Period before an issue arose; or

8.6 Credits vs. Refunds

At NavaNex's discretion, we may offer Account credits instead of monetary refunds for:

(a) Minor service issues or inconveniences;

(b) Promotional goodwill gestures;

(d) Situations where credits provide a faster resolution.

Credits have no cash value, are non-transferable, and may expire. You may request a monetary refund instead of credits where you are entitled to a refund under this Section 8.

8.7 Disputes and Appeals

If you disagree with a refund decision, you may:

(a) Contact NavaNex customer support with additional information supporting your request;

(b) Escalate the matter through our formal complaint process; or

8.8 Damage and Other Charges

Charges for damage, cleaning, late returns, lost or stolen Equipment, and similar fees are not subject to refund except in cases of clear error by NavaNex. If you dispute such charges:

(a) Contact customer support within seven (7) days of the charge;

(b) Provide any evidence supporting your dispute (photos, videos, etc.); and

Our determination regarding damage and related charges is final, except as provided in Section 10 (Dispute Resolution).

9. Disclaimers; Limitation of Liability; Indemnity

9.1 Disclaimer of Warranties

THE SERVICES, EQUIPMENT, AND ALL CONTENT AND MATERIALS PROVIDED THROUGH THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NAVANEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

(a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;

(b) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE;

(c) WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;

(d) WARRANTIES THAT THE EQUIPMENT WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS;

(e) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR INFORMATION PROVIDED THROUGH THE SERVICES; AND

(f) WARRANTIES THAT DEFECTS WILL BE CORRECTED.

NAVANEX DOES NOT WARRANT THAT THE EQUIPMENT WILL PERFORM IN ANY PARTICULAR MANNER OR ACHIEVE ANY SPECIFIC SERVICE RESULTS. EQUIPMENT PERFORMANCE MAY VARY BASED ON GROUND CONDITIONS, TERRAIN, WEATHER, OBSTACLES, AND OTHER FACTORS BEYOND NAVANEX'S CONTROL.

9.2 No Guarantee of Service

NAVANEX DOES NOT GUARANTEE:

(a) THE AVAILABILITY OF EQUIPMENT, DELIVERY PARTNERS, OR SERVICES AT ANY PARTICULAR TIME OR LOCATION;

(b) THAT DELIVERY OR PICKUP WILL OCCUR WITHIN ESTIMATED TIME WINDOWS;

(d) THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR

(e) CONTINUOUS, UNINTERRUPTED ACCESS TO THE SERVICES.

9.3 Assumption of Risk

YOU ACKNOWLEDGE AND AGREE THAT:

(a) The use of autonomous Equipment involves inherent risks, including but not limited to property damage, personal injury, and equipment malfunction;

(b) You assume all risks associated with the use of Equipment and the Services;

(c) You are responsible for ensuring the safety of yourself, family members, guests, pets, and property while Equipment is operating;

(d) You are responsible for complying with all applicable laws and regulations regarding Equipment use;

(e) Weather conditions, terrain, obstacles, and other environmental factors may affect Equipment performance and safety; and

(f) You have had the opportunity to review all safety materials and operating instructions before using the Equipment.

9.4 Third-Party Services

NAVANEX IS NOT RESPONSIBLE FOR:

(a) The actions, omissions, products, or services of third parties, including Delivery Partners;

(b) Third-party websites, applications, or services linked to or accessed through the Services;

(d) Third-party app stores and their policies or actions; or

(e) Any harm resulting from your interactions with third parties encountered through the Services.

9.5 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

No Consequential Damages: NAVANEX AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS (COLLECTIVELY, THE "NAVANEX PARTIES") SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

(a) Loss of profits, revenue, business, or anticipated savings;

(b) Loss of data or information;

(d) Cost of substitute goods or services;

(e) Personal injury or property damage, except to the extent directly caused by NavaNex's gross negligence or willful misconduct;

(f) Business interruption or delay;

(g) Emotional distress; or

(h) Any other intangible losses;

ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, THE EQUIPMENT, OR YOUR USE OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE NAVANEX PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cap on Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE NAVANEX PARTIES ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR THE EQUIPMENT SHALL NOT EXCEED THE GREATER OF:

(a) THE AMOUNTS YOU PAID TO NAVANEX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(b) ONE HUNDRED US DOLLARS (USD $100.00).

Exceptions: THE LIMITATIONS IN THIS SECTION 9.5 DO NOT APPLY TO:

(a) LIABILITY ARISING FROM NAVANEX'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;

(b) LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NAVANEX'S NEGLIGENCE (TO THE EXTENT SUCH LIMITATION IS NOT PERMITTED BY LAW);

(d) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9.6 Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT NAVANEX HAS OFFERED THE SERVICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN. THESE PROVISIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND NAVANEX, AND NAVANEX WOULD NOT PROVIDE THE SERVICES WITHOUT THESE LIMITATIONS.

9.7 Indemnification

You agree to indemnify, defend, and hold harmless NavaNex and the NavaNex Parties from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

(a) Your Use of Services: Your access to or use of the Services or Equipment;

(b) Your Breach: Your breach or alleged breach of these Terms, the Lease Agreement, or any applicable policies;

(d) Your Content: Any content, materials, or information you submit, post, or transmit through the Services;

(e) Your Property: Damage to your property or the property of third parties arising from Equipment operation on your premises;

(f) Third-Party Claims: Claims by third parties relating to your use of the Equipment, including claims by neighbors, guests, HOAs, or governmental authorities;

(g) Negligence or Misconduct: Your negligence, willful misconduct, or failure to follow Equipment operating instructions or safety guidelines; and

(h) Disputes with Delivery Partners: Any disputes or claims between you and Delivery Partners, except to the extent caused by NavaNex's gross negligence.

NavaNex reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

9.8 Essential Purpose

IF ANY REMEDY PROVIDED IN THESE TERMS IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH IN THESE TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.

9.9 Jurisdictional Variations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain types of damages. To the extent such restrictions apply, some of the above disclaimers and limitations may not apply to you. In such cases, the exclusions and limitations set forth in this Section 9 shall be applied to the greatest extent enforceable under applicable law.

For Users in Malaysia: The limitations and exclusions in this Section 9 apply to the extent permitted under Malaysian law, including the Consumer Protection Act 1999.

For Users in Singapore: The limitations and exclusions in this Section 9 apply to the extent permitted under Singapore law, including the Consumer Protection (Fair Trading) Act.

For Users in the United States: The limitations and exclusions in this Section 9 apply to the fullest extent permitted by applicable federal and state law.

10. Dispute Resolution

10.1 Agreement to Arbitrate

READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and NavaNex agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, the Equipment, or any aspect of your relationship with NavaNex (collectively, "Disputes") shall be resolved exclusively through binding arbitration on an individual basis, rather than in court, except as otherwise provided in this Section 10.

This agreement to arbitrate is intended to be broadly interpreted and includes, but is not limited to:

(a) Claims arising out of or relating to the Services, Equipment, or your Account;

(b) Claims arising out of or relating to these Terms, including their formation, validity, enforceability, or interpretation;

(d) Claims that may arise after termination of these Terms or your Account; and

(e) Claims based on any legal theory, including contract, tort, fraud, statutory, or regulatory claims.

10.2 Informal Dispute Resolution

Before initiating arbitration, you agree to first attempt to resolve any Dispute informally by contacting NavaNex customer support. Most disputes can be resolved quickly and satisfactorily through our support channels.

Notice of Dispute: To begin the informal dispute resolution process, you must send a written notice of dispute ("Notice") to NavaNex. The Notice must include:

(a) Your name and Account information;

(b) A description of the nature and basis of the Dispute;

(d) Your contact information, including email and phone number.

Good Faith Negotiation: Upon receipt of a Notice, NavaNex will attempt to resolve the Dispute through good faith negotiation for at least sixty (60) days. You agree to participate in good faith in this process before initiating arbitration.

Tolling: The informal dispute resolution period shall toll any applicable statute of limitations.

10.3 Arbitration Procedures

Arbitration Administrator: If the Dispute cannot be resolved informally, arbitration shall be administered by:

(a) For Users in the United States: The American Arbitration Association ("AAA") under its Consumer Arbitration Rules, or JAMS under its Streamlined Arbitration Rules;

(b) For Users in Malaysia: The Asian International Arbitration Centre (AIAC) under its Arbitration Rules;

Arbitration Rules: The arbitration shall be governed by the rules of the applicable arbitration administrator, except as modified by these Terms. The arbitrator's decision shall be final and binding.

Location: Unless otherwise agreed:

(a) For U.S. users: Arbitration will be conducted in the county where you reside or by telephone/video conference;

(b) For Malaysian users: Arbitration will be conducted in Kuala Lumpur;

Language: Arbitration shall be conducted in English.

Arbitrator Authority: The arbitrator shall have exclusive authority to:

(a) Determine the scope, enforceability, and arbitrability of this arbitration agreement;

(b) Resolve any Dispute related to the interpretation, applicability, or formation of this arbitration agreement;

(d) Determine the allocation of arbitration fees and costs.

Confidentiality: The arbitration proceedings, including any settlement, shall be confidential, except as required by law or to enforce an arbitration award.

10.4 Class Action and Jury Trial Waiver

CLASS ACTION WAIVER: YOU AND NAVANEX AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

Unless both you and NavaNex agree otherwise in writing, the arbitrator may not consolidate more than one person's claims or otherwise preside over any form of representative or class proceeding. If this class action waiver is found to be unenforceable as to a particular Dispute, then the entirety of this arbitration agreement shall be deemed void and unenforceable as to that Dispute only, and the Dispute shall proceed in court.

JURY TRIAL WAIVER: TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND NAVANEX WAIVE ANY RIGHT TO A JURY TRIAL FOR ANY DISPUTE. If this jury trial waiver is deemed unenforceable by a court or arbitrator, then the parties agree that any Dispute shall be decided by a judge in a bench trial, and both parties waive any right to a trial by jury.

10.5 Exceptions to Arbitration

This agreement to arbitrate does not apply to:

(a) Small Claims: Either party may bring an individual action in small claims court for Disputes within that court's jurisdiction;

(b) Intellectual Property: Actions seeking injunctive or equitable relief for alleged infringement or misappropriation of intellectual property rights;

(c) Emergency Relief: Requests for temporary restraining orders, preliminary injunctions, or other emergency equitable relief to prevent irreparable harm;

(d) Public Injunctive Relief: Claims seeking public injunctive relief to the extent such claims are not arbitrable under applicable law; and

(e) Non-Arbitrable Claims: Any claims that, by law, cannot be subject to arbitration.

10.6 Arbitration Fees and Costs

Consumer Protections: If you are a consumer:

(a) NavaNex will pay all arbitration filing fees and administrative costs in excess of what you would pay for filing a comparable court action;

(b) If the arbitrator finds your claim to be frivolous or brought in bad faith, you may be required to reimburse NavaNex for fees paid on your behalf;

(c) Each party shall bear its own attorneys' fees, unless the arbitrator awards attorneys' fees to the prevailing party as permitted by law; and

(d) If you cannot afford the initial filing fee, NavaNex will advance the fee on your behalf, subject to reimbursement if you do not prevail.

Non-Consumer Disputes: For Disputes between NavaNex and business entities or Delivery Partners, arbitration fees shall be allocated as determined by the applicable arbitration rules.

10.7 Governing Law

United States Users: These Terms and any Disputes shall be governed by the laws of the State of Delaware, United States, without regard to conflict of law principles. The Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration agreement.

Malaysia Users: These Terms and any Disputes shall be governed by the laws of Malaysia.

Singapore Users: These Terms and any Disputes shall be governed by the laws of Singapore.

The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

10.8 Venue for Non-Arbitrated Disputes

For any Dispute not subject to arbitration, or for actions to enforce an arbitration award, you agree to submit to the exclusive jurisdiction of:

(a) United States: The state and federal courts located in Wilmington, Delaware;

(b) Malaysia: The courts of Malaysia; or

You waive any objection based on lack of personal jurisdiction, venue, or inconvenient forum.

10.9 Time Limitation on Claims

Any claim or cause of action arising out of or related to these Terms, the Services, or the Equipment must be filed within one (1) year after the claim or cause of action arose, or such claim shall be permanently barred. This limitation does not apply where prohibited by applicable law.

10.10 Injunctive Relief

Notwithstanding the foregoing, NavaNex may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of NavaNex's intellectual property rights, copyrights, trademarks, trade secrets, patents, or confidential information, without the requirement of posting a bond.

10.11 Survival

This Section 10 (Dispute Resolution) shall survive any termination of these Terms or your Account.

11. General Provisions

11.1 Entire Agreement

These Terms, together with the Privacy Policy, Lease Agreement, and all supplemental terms referenced herein, constitute the entire agreement between you and NavaNex regarding the subject matter hereof and supersede all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral, between you and NavaNex.

11.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction:

(a) Such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent;

(b) If modification is not possible, such provision shall be severed from these Terms;

(c) The invalidity, illegality, or unenforceability of any provision shall not affect any other provision of these Terms; and

(d) All remaining provisions of these Terms shall continue in full force and effect.

11.3 Waiver

No waiver of any term, provision, or condition of these Terms shall be deemed a further or continuing waiver of such term, provision, or condition or any other term, provision, or condition. NavaNex's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Any waiver must be in writing and signed by the party against whom enforcement is sought.

11.4 Assignment

By You: You may not assign, transfer, or sublicense these Terms or any rights or obligations hereunder, in whole or in part, without NavaNex's prior written consent. Any purported assignment in violation of this Section shall be null and void.

By NavaNex: NavaNex may assign, transfer, or sublicense these Terms or any rights or obligations hereunder, in whole or in part, to any third party without your consent, including in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law.

11.5 No Third-Party Beneficiaries

Except as expressly provided in these Terms (including the App Store provisions in Section 2.5), these Terms are for the sole benefit of you and NavaNex. Nothing in these Terms shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature.

Exception: Apple and its subsidiaries are express third-party beneficiaries of these Terms as set forth in Section 2.5.

11.6 Relationship of the Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between you and NavaNex. Neither party has the authority to bind the other party or incur any obligations on behalf of the other party.

Delivery Partners: Some (but not all) Delivery Partners are independent contractors, not employees or agents of NavaNex. NavaNex does not control the manner or method by which Delivery Partners perform their services, and Delivery Partners are not authorized to make representations on behalf of NavaNex.

11.7 Force Majeure

NavaNex shall not be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay results from circumstances beyond NavaNex's reasonable control, including but not limited to:

(a) Acts of God, natural disasters, earthquakes, floods, fires, or severe weather;

(b) Epidemics, pandemics, or public health emergencies;

(d) Government actions, laws, regulations, orders, embargoes, or sanctions;

(e) Labor disputes, strikes, or work stoppages;

(f) Failures of telecommunications, internet, or other infrastructure;

(g) Power outages or utility failures;

(h) Cyberattacks, hacking, or distributed denial-of-service attacks; and

(i) Any other events beyond NavaNex's reasonable control.

During a force majeure event, NavaNex's obligations shall be suspended for the duration of the event. NavaNex will use reasonable efforts to mitigate the impact and resume performance as soon as practicable.

11.8 Notices

To You: NavaNex may provide notices to you by:

(a) Email to the address associated with your Account;

(b) Push notification to your mobile device;

(d) Posting on our website or within the App; or

(e) Any other method reasonably calculated to provide notice.

Notices are effective upon sending (for email and push notifications), upon posting (for website/app notices), or upon receipt (for other methods).

To NavaNex: Notices to NavaNex must be sent by email to support@navanex.ai or by mail to:

Neurogrid Technologies Inc. Attn: Legal Department 131 Continental Drive, Suite 305, Newark, DE, 19713, USA

Notices to NavaNex are effective upon actual receipt.

11.9 Electronic Communications and Signatures

By using the Services, you consent to receive communications from NavaNex electronically, including emails, push notifications, and in-app messages. You agree that all agreements, notices, disclosures, and other communications that NavaNex provides electronically satisfy any legal requirement that such communications be in writing.

You further agree that electronic signatures (including click-through acceptances, checkbox agreements, and electronic forms) have the same legal effect as handwritten signatures and shall be binding as if physically signed.

11.10 Export Compliance

You agree to comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations and economic sanctions programs administered by OFAC. You may not export, re-export, or transfer the Services or any technical data received from NavaNex to any prohibited destination, entity, or person without proper authorization from the relevant government authorities.

11.11 Government End Users

If you are a U.S. government end user, the Services are "commercial items" as defined in 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation." Pursuant to 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, U.S. government end users acquire the Services with only those rights set forth herein.

11.12 Headings

The section and subsection headings in these Terms are for convenience only and shall not affect the interpretation or construction of these Terms.

11.13 Interpretation

As used in these Terms:

(a) The words "include," "includes," and "including" are deemed to be followed by "without limitation";

(b) The word "or" is not exclusive;

(d) References to currency are to U.S. Dollars unless otherwise specified for your region;

(e) The singular includes the plural and vice versa; and

(f) These Terms shall not be construed against the drafter.

11.14 Language

These Terms are written in English. If these Terms are translated into any other language and there is a discrepancy between the English version and the translated version, the English version shall prevail.

11.15 Contact Information

If you have any questions, concerns, or comments about these Terms or the Services, please contact us at:

Neurogrid Technologies Inc.

Customer Support:

Email: support@navanex.ai
App: In-app support chat

Legal Inquiries:

Email: support@navanex.ai

Mailing Address: 131 Continental Drive, Suite 305, Newark, DE, 19713, USA

Website: https://www.navanex.ai

11.16 Feedback

Any feedback, suggestions, ideas, or other submissions you provide to NavaNex regarding the Services ("Feedback") shall be the exclusive property of NavaNex. You hereby assign to NavaNex all rights, title, and interest in and to any Feedback, and NavaNex shall be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback without restriction, attribution, or compensation to you.

11.17 Survival

The following Sections shall survive any termination or expiration of these Terms: Section 1.6 (Effect of Termination), Section 4 (Equipment Rental Terms, to the extent of outstanding obligations), Section 7 (Payment, to the extent of amounts owed), Section 9 (Disclaimers; Limitation of Liability; Indemnity), Section 10 (Dispute Resolution), and this Section 11 (General Provisions).

Acknowledgment

BY CREATING AN ACCOUNT, ACCESSING, OR USING THE NAVANEX SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

Neurogrid Technologies Inc.

Last Updated: February 21, 2026