Terms and Conditions

NavIQ, LLC ("NavIQ” or "we, " "our, " or "us") operates the website(s) and software applications listed below:

• The NavIQ website (https://www.naviq.tech/)
• The Q AI mobile application (“Q AI Mobile App”)
• The Q AI website application (“Q AI Website App”)
• The Q Intelligence platform (“Q Intelligence”)

(The NavIQ website, the Q AI Mobile App, the Q AI Website App, and Q Intelligence collectively referred to as the “Platform. ”)

By using the Platform and creating an account, you agree to comply with all of the terms, conditions and notices contained or referenced herein (the “Policy”):

BY USING THE PLATFORM, YOU ACCEPT THE POLICY AND AGREE TO BE BOUND BY IT. YOUR REMEDY FOR DISSATISFACTION WITH THE PLATFORM OR ITS CONTENTS IS TO CEASE USING THE PLATFORM.

1. ACCESSING THE PLATFORM

You are responsible for any steps necessary for you to have access to the Platform. We reserve the right to shut down or change the Platform, and any service or material that we provide on the Platform, in our sole discretion and without notice to you. We will not be liable if, for any reason, all or any part of the Platform is unavailable at any time or for any period.

2. INTELLECTUAL PROPERTY RIGHTS

1. The Platform and its entire contents, features and functionality (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) are owned by NavIQ, 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. No right, title or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted, are reserved by NavIQ.
2. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Platform.
3. You may not:
   1. use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; or
   2. delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Platform; or
   3. access or use for any commercial purposes any part of the Platform or any services or materials available through the Platform.
4. NavIQ's name, logo, and all related names, logos, product and service names, designs and slogans, are trademarks of NavIQ or its affiliates or licensors. You may not use such marks without the prior written permission of NavIQ. All other names, logos, product and service names, designs and slogans on the Platform are the trademarks of their respective owners.

3. MONITORING; TERMINATION OF ACCESS

We have the right to

1. monitor your use of the Platform,
2. take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform, and
3. terminate or suspend your access to all or part of the Platform.

4. YOUR REPRESENTATIONS AND OBLIGATIONS

1. You may use the Platform only for lawful purposes and in accordance with this Policy.
2. You promise that:
   1. you will not use the Platform in any way that violates any applicable federal, state, local or international law or regulation;
   2. you will not impersonate or attempt to impersonate NavIQ, a NavIQ employee, another user or any other person or entity;
   3. you will not do anything that could disable, overburden, damage, or impair the operation of the Platform or interfere with any person's use of the Platform;
   4. you will not use any robot, spider or other automatic program, device, process or means to access the Platform for any unlawful purpose or in violation of this Policy;
   5. you will not introduce any malware, including but not limited to viruses, trojan horses, worms, logic bombs, rootkits or other material which is malicious or technologically harmful;
   6. you will not access or attempt to access data or files on the Platform that you are not expressly authorized to access, and
   7. you will not co-brand or frame the Platform or hyper-link to it without the express prior written permission of an authorized representative of NavIQ.

5. COPYRIGHT INFRINGEMENT

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement where appropriate. If you believe any materials accessible on or from the Platform infringe your copyright, you may request removal of those materials (or access thereto) from the Platform by submitting written notification to our Copyright Agent (designated below). In accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

1. Your physical or electronic signature;
2. Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Platform, a representative list of such works;
3. Identification of the material you believe to be infringing, in a sufficiently precise manner to allow us to locate that material;
4. Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address);
5. A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law;
6. A statement that the information in the written notice is accurate; and
7. A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated Copyright Agent to receive DMCA Notices is:

NavIQ Copyright Agent

2100 Geng Road, Suite 210

Palo Alto, CA 94303

• Email: dmca@naviq.tech

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective and may be disregarded in our sole discretion. If you knowingly misrepresent that material or activity on the Platform is infringing your copyright, you may be legally liable for damages (including costs and legal fees).

It is NavIQ's policy, in appropriate circumstances, to terminate the accounts of members or users who are repeat infringers or are repeatedly charged with infringement.

6. Your Account

To access the Platform, you must create a personalized, individual account. Do not share your account login information with anyone. You must not create more than one account. Your account must be in your real name, and the information listed in your account must be accurate.

We reserve the right to restrict, limit, suspend or cancel any account that violates this Policy or any other NavIQ policy, in our sole discretion.

7. Your Content

Your account includes the ability to interact with the Platform's AI to obtain services related to your educational institution. Your conversations with the Platform's AI must not include, depict or make reference to any of the following: obscenity, inappropriate language, nudity, sexual explicitness, drug use, violence, unauthorized copyrighted, trademarked or patented properties, including brand names, logos, or trade dress, material that promotes any activities that may appear unsafe or dangerous, material that is hateful, tortious, defamatory, false or misleading, disparaging, slanderous, libelous, or otherwise unlawful, material that violates or infringes another's rights, including but not limited to, rights of privacy or publicity, copyrights, trademarks, patents or any other intellectual property rights, material that promotes bigotry, racism, hatred or harm against any group or individual, or promotes discrimination based on race, ethnicity, sex, religion, nationality, disability, sexual orientation or age, and any other content, including but not limited to, text, images, graphics, photographs, captions and descriptions, data, codes or programs that could be considered inappropriate or offensive, as determined by NavIQ in its sole discretion.

By transmitting content to the Platform, you grant to NavIQ a non-exclusive, perpetual, transferable, sub-licensable, royalty-free, and worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of such content. You acknowledge and agree NavIQ can create, transfer, license and/or sell anonymized aggregated data of your conversations with the Platform's AI.

8. LINKS TO THIRD PARTY SITES

If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of such sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any third-party websites linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such third-party websites.

9. LINKS TO THE PLATFORM AND SOCIAL MEDIA FEATURES

You may not link to the Platform in such a way as to suggest any form of association, approval or endorsement on our part (unless you have received the express written consent of NavIQ).

You agree to cooperate with us in causing any unauthorized framing or linking to cease immediately. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our sole discretion.

10. DISCLAIMERS

YOUR USE OF THE PLATFORM, OR ITEMS OR INFORMATION OBTAINED THROUGH THE PLATFORM, IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY PROMISES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER NAVIQ NOR ANY PERSON ASSOCIATED WITH NAVIQ MAKES ANY PROMISE, WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER NAVIQ NOR ANYONE ASSOCIATED WITH NAVIQ PROMISES, REPRESENTS OR WARRANTS THAT THE PLATFORM OR ITEMS OR INFORMATION OBTAINED THROUGH THE PLATFORM OR ANY PORTION THEREOF WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. NAVIQ HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NAVIQ, ITS LICENSORS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, LOSS OF DATA, OR LOSS OF PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR OF ANY PLATFORM REFERENCED OR LINKED TO FROM OUR PLATFORM. YOU WILL BE RESPONSIBLE FOR ALL CLAIMS AND DAMAGES RESULTING FROM THE MISUSE OF THE PLATFORM BY YOU.

12. CHANGES

We reserve the right, in our sole discretion, to change the terms of this Policy at any time. Any changes are effective immediately upon posting to the Platform. Your continued use of the Platform constitutes your agreement to all such terms and conditions.

13. EQUITABLE RELIEF

You acknowledge that a breach of any proprietary rights provision of this Policy may cause NavIQ irreparable damage, for which the award of damages would not be adequate compensation. Consequently, NavIQ may institute an action to enjoin you from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and NavIQ may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which NavIQ may be entitled at law or in equity.

14. WAIVER AND AMENDMENT

No waiver of any right, obligation or default by NavIQ shall be implied, but must be in writing, signed by an authorized agent of NavIQ. If NavIQ fails to insist upon strict performance of your obligations under any of these terms and conditions, or if NavIQ fails to exercise any of the rights or remedies to which it is entitled under this Policy, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations. No waiver by NavIQ of any default will constitute a waiver of any subsequent default, and no waiver by NavIQ of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

15. SEVERABILITY

If any provision of this Policy is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Policy will remain in full force and effect.

16. GOVERNING LAW AND VENUE

This Policy shall be construed and governed by the laws of the State of Delaware, without regard to its principles of conflict of laws. You agree that any legal action or proceeding in connection with the Platform, its contents, or this Policy shall be brought in the Delaware state courts located in New Castle County, Delaware, or, if the jurisdictional prerequisites exist, in the United States District Court for the District of Delaware, and you expressly waive any objection to the jurisdiction or venue of such courts.

17. GEOGRAPHIC RESTRICTIONS

Software, functionality, and/or features (collectively,“Downloadable Content”), that may be available on or through the Platform from time-to-time, may be subject to United States Export Controls. No Downloadable Content from the Platform may be downloaded or exported (i) into (or to a resident of) Cuba, Libya, North Korea, Iraq, Iran, Syria, or any other country which the United States has embargoed goods or otherwise restricted the exportation of software; or (ii) by anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders. By downloading or using any Downloadable Content, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. Although the Platform may be accessible worldwide, we make no representation that the content on the Platform is appropriate or available for use in locations outside the United States. Accessing the Platform or its content from territories where such content is illegal is prohibited. Those who choose to access the Platform from other locations do so at their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Platform or its Content is void where prohibited.

18. COMPLETE UNDERSTANDING

This Policy, together with the documents expressly referred to herein, constitutes the sole and entire agreement between you and NavIQ with respect to the Platform and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform. No representation, inducement, promise or agreement, oral or written has been made by NavIQ or anyone acting on its behalf which is not contained herein.

19. FUTURE BUSINESS TRANSACTIONS

As we continue to develop our business, we might undergo a change of ownership such as a merger and/or a sale of all or substantially all our stock or assets. In such transactions, user information generally is one of the transferred business assets, and by submitting any data or contributions (collectively, “Data”) to us, you agree that such Data may be transferred to such parties in these circumstances.

20. YOUR COMMENTS AND CONCERNS

This Platform is operated by NavIQ, LLC, a Delaware limited liability company. If you have any questions, please contact us via email at support@naviq.tech