NAVIMATE TERMS OF SERVICE

1. Acceptance and Modification of Terms By accessing navimateinc.com or using the Navimate platform and related mobile applications (the “Services”), you agree to these Terms of Use (“Terms”). If you do not agree, do not register or use the Services. Navimate reserves the right to modify these Terms at any time without prior notice. Continued use of the Services constitutes acceptance of the modified Terms. Customers will be notified of material changes after the fact via account dashboard alerts or email.

2. Description of Service Navimate provides a B2B field sales execution system, including trade coverage planning, route optimization, task enforcement, and field analytics. Access to the Services requires registration and an active, paid subscription.

3. Account Registration & Administrator Responsibilities You must provide accurate corporate and billing information. You are strictly responsible for all activity occurring under your account, including the actions of your field representatives ("Users") provisioned under your subscription. Navimate reserves the right to suspend accounts violating these Terms or applicable law.

4. Subscription Plans & Payments

  • Billing: Paid plans are billed via authorized third-party payment processors. By providing a payment method, you authorize Navimate and its processors to charge applicable subscription fees.

  • Late Payments & NSF Fees: Any payment returned for non-sufficient funds (NSF) or that otherwise fails to clear will automatically incur an administrative fee of $50 USD per occurrence. Accounts with past-due balances will accrue interest at a rate of 1.5% per month (18.0% annually) on the outstanding balance.

  • Reactivation Fee: Accounts suspended for non-payment must pay a $150 USD reactivation fee, in addition to all past-due balances and accrued interest, before system access and field routing capabilities are restored.

  • Renewals & Pricing: Subscriptions renew automatically at the end of each billing cycle unless canceled prior to the renewal date. Pricing and feature tiers are subject to change with 30 days written notice.

  • Refunds: All payments are non-refundable except where explicitly required by law.

5. Field Data, Tracking & Privacy Consent Navimate's core functionality relies on tracking field execution. The Services collect location data (GPS), timestamped photo verifications, and user activity metrics.

  • Customer Liability: You, the Customer, are solely responsible for obtaining and maintaining all necessary legal consents from your employees or contractors to be tracked and monitored via the Navimate Services.

  • Navimate acts solely as a data processor. We bear no liability for disputes between you and your personnel regarding location tracking or enforcement data.

6. Acceptable Use You and your authorized Users agree not to:

  • Use the Service for unlawful, fraudulent, or non-business purposes.

  • Attempt to spoof GPS locations, manipulate timestamped photo data, or falsify execution metrics.

  • Reverse-engineer, copy, or resell the Service.

  • Upload malicious code or interfere with system integrity.

7. Intellectual Property All platform architecture, code, algorithms, and trademarks belong exclusively to Navimate Inc. You retain ownership of the raw field data inputted into the system, but grant Navimate a license to process it to deliver the Services.

8. Disclaimer of Warranties The Services are provided “as is” and “as available.” Navimate disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Navimate does not guarantee that route optimization will account for unpredictable real-world variables (e.g., severe traffic, accidents).

9. Limitation of Liability To the maximum extent permitted by law, Navimate Inc. shall not be liable for indirect, incidental, consequential, or special damages, or for any loss of revenue, margins, or data arising from your use of the Services or field execution failures. Total liability shall not exceed the amount paid by you to Navimate in the 12 months preceding the claim.

10. Suspension, Termination & Data Retention

  • Suspension for Non-Payment: If your payment fails or an invoice is past due, you will be notified. If payment is not resolved within seven (7) calendar days of the due date, your account will be suspended. During suspension, all management access is revoked, field representatives will be locked out of the mobile application, and all routing and task enforcement will cease instantly.

  • Data Retention: Upon suspension for non-payment, Navimate will hold your historical field execution data, Trade Coverage Plans, and photo verifications in a frozen, inaccessible state for exactly thirty (30) calendar days.

  • Permanent Deletion & Server Cost Recovery: If the account is not fully settled and reactivated within the 30-day retention window, your account and all associated field data will be permanently and irreversibly deleted. To recover the infrastructure and storage costs incurred during this 30-day delinquency period, a final Server Recovery & Data Purge fee of $500 USD will be automatically invoiced and charged to the payment method on file.

  • Termination for Breach: We reserve the right to terminate your access immediately, without a retention window, for severe breaches of these Terms, including fraudulent manipulation of GPS or photo verification data.

11. Governing Law These Terms are governed by the laws of the Province of Ontario, Canada, without regard to conflict-of-law principles. Any disputes shall be resolved exclusively in the courts located in Toronto, Ontario.