MARKETPLACE PROGRAM VENDOR TERMS AND CONDITIONS

Last Revision Date: 09/15/2025

1. Program Overview and Enrollment

1.1 Program Description. Nav's Vendor Marketplace Program (the "Program") is a technology platform that connects Nav Prime subscribers ("Vendors") with potential business customers ("Buyers") seeking trade credit terms. Nav provides technology services to facilitate introductions and data sharing but does not participate in, guarantee, or assume responsibility for any credit transactions between Vendors and Buyers.

1.2 Eligibility. To participate in the Program, you must be a current Nav subscriber in good standing. Participation in the Program is voluntary and subject to these terms.

1.3 Enrollment. By enrolling in the Program, you agree to these terms and acknowledge that you will be solely responsible for all credit decisions, risk assessment, and collection activities related to trade credit you extend to Buyers.

2. How the Platform Works

2.1 Marketing Tools. Nav will provide you with QR codes and web links that direct potential Buyers to Nav's application platform. You may display these marketing tools in your physical locations, on your website, or through other marketing channels.

2.2 Buyer Application Process. When a Buyer accesses your marketing tools, Nav will host an application process where the Buyer provides business and personal information, connects bank accounts, and completes other data collection steps. If the Buyer is not already a Nav customer, they will first create a free Nav account.

2.3 Data Analysis and Recommendations. Nav may analyze the Buyer's information and may provide you with business data, credit assessment information, and a recommendation to approve or decline the Buyer's application. This recommendation is for informational purposes only and does not constitute a credit decision.

2.4 Vendor Decision Process. You will access Buyer applications through your Nav account dashboard and make independent credit decisions based on your own criteria, risk tolerance, and business judgment. Nav provides data analysis and automated recommendations based on available information and parameters that you have communicated to Nav, but makes no credit decisions.

3. Vendor Responsibilities and Obligations

3.1 Credit Decisions. You have sole authority and responsibility for all credit decisions regarding Buyer applications. You may approve, decline, or modify credit terms for any Buyer regardless of Nav's recommendation.

3.2 Legal Compliance. You are responsible for ensuring your participation in the Program and any credit you extend complies with all applicable federal, state, and local laws, including but not limited to fair lending laws, consumer protection regulations, and licensing requirements.

3.3 Customer Relationship. Once you approve a Buyer, you are solely responsible for the ongoing customer relationship, including order fulfillment, customer service, billing, payment processing, and dispute resolution.

3.4 Collections and Default Management. You bear full responsibility for collecting payments from Buyers and managing any defaults, delinquencies, or payment disputes. Nav has no obligation to assist with collection efforts.

3.5 Record Keeping. You must maintain adequate records of all transactions with Buyers and comply with applicable record retention requirements.

3.6 Customer Service Standards. You must maintain adequate customer service capabilities to support Buyers who have been approved for trade credit. This includes responding promptly to Buyer inquiries, resolving order and payment issues, and maintaining professional communication standards. Poor customer service that reflects negatively on the Program may result in termination of your participation.

4. Nav's Role and Limitations

4.1 Technology Platform Only. Nav provides technology services to facilitate connections between Vendors and Buyers. Nav does not make credit decisions, extend credit, guarantee payments, or participate in transactions between Vendors and Buyers.

4.2 Data Processing Services. Nav collects information from Buyers and provides analysis and recommendations to help inform your credit decisions. These services are provided for informational purposes only.

4.3 No Guarantees. Nav makes no representations or warranties regarding Buyer creditworthiness, ability to pay, or likelihood of default. Nav's recommendations are based on available data and algorithms but do not guarantee Buyer performance.

4.4 No Collection Services. Nav will not assist with payment collection, default management, or dispute resolution between Vendors and Buyers.

4.5 Optional Agreement Template. As a convenience to you, Nav may provide a template agreement for you to use with Buyers for your trade credit arrangements. This template is provided for informational purposes only and "as-is," without any warranty, express or implied. You are not required to use this template. You are free to use your own credit agreement, provided it complies with all applicable laws. The decision to use, modify, or rely on the Nav-provided template is yours alone. Nav is not a party to any agreement between you and a Buyer and is not responsible for the content, enforceability, or legal sufficiency of any agreement you use, whether it is based on our template or your own. We recommend you consult with your own legal counsel to ensure any agreement you use meets your specific business needs.

5. Marketing Requirements and Restrictions

5.1 You agree that any marketing or promotional materials that reference Nav, the Vendor Marketplace Program, or use Nav's name, logo, or the specific QR codes and links provided by Nav must be pre-approved by Nav in writing. You may not create your own materials that mention Nav without our consent.

5.2 For clarity, this restriction does not prevent you from independently marketing your own trade credit or "Net 30" program, provided such marketing does not reference Nav or use any materials provided by Nav.

6. Data Sharing and Privacy

6.1 Buyer Data Collection. Nav collects business information, owner information, financial data, and credit-related information from Buyers during the application process.

6.2 Data Shared with Vendors. Nav will share certain Buyer information with you, including business details, owner information, credit assessment data, and payment recommendations, but will not share personal banking credentials or other sensitive personal information.

6.3 Data Security. Both parties will maintain reasonable security measures to protect shared data and comply with applicable privacy laws.

6.4 Data Use Restrictions. You may only use Buyer data provided by Nav for evaluating credit applications and managing approved customer relationships. You may not sell, share, or use this data for other purposes.

6.5 Confidential Information. All Buyer information provided by Nav, including business details, owner information, financial data, credit assessments, and payment history, constitutes confidential information ("Confidential Information").

6.6 Confidentiality Obligations. You agree to:

• Keep all Confidential Information strictly confidential
• Use Confidential Information solely for evaluating credit applications and managing approved Buyer relationships
• Not disclose Confidential Information to any third parties without Nav's prior written consent
• Implement reasonable security measures to protect Confidential Information from unauthorized access or disclosure
• Limit access to Confidential Information to employees who need it for legitimate business purposes

6.7 Exceptions. Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of these Terms
• Was rightfully known to you before disclosure by Nav
• Is required to be disclosed by law or court order (with prior notice to Nav where legally permissible)

6.8 Survival. Your confidentiality obligations continue indefinitely, even after termination of your Program participation. You may retain Confidential Information as necessary for legitimate business purposes but must continue to protect it according to these Terms.

7. Credit Inquiries and Reports

7.1 Business Credit Inquiries. You may use the business information Nav provides to obtain a business credit report on the Buyer's company as part of your own underwriting process.

7.2 Personal Credit Prohibition. You are strictly prohibited from using any information obtained through the Program, including the owner's personal information, to request or pull a personal credit report (also known as a consumer report) for any individual unless you obtain authorization directly from that person in writing. Nav will not provide Social Security Numbers of any persons to you and will not obtain the Buyer's authorization for a personal credit check. If you choose to seek a personal credit report, you are solely responsible for obtaining the required legal authorization directly from the individual, entirely outside of the Nav platform.

8. Liability Limitations and Risk Allocation

8.1 Vendor Assumes All Credit Risk. You acknowledge and agree that you assume all credit risk associated with Buyers you approve. This includes risk of non-payment, default, bankruptcy, and any other credit-related losses.

8.2 Nav Disclaimers. NAV MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF BUYER INFORMATION OR CREDIT RECOMMENDATIONS. NAV DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.3 Limitation of Liability. IN NO EVENT SHALL NAV BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR PARTICIPATION IN THE PROGRAM, INCLUDING BUT NOT LIMITED TO CREDIT LOSSES, COLLECTION COSTS, OR BUSINESS INTERRUPTION.

8.4 Indemnification. You agree to indemnify and hold Nav harmless from any claims, damages, or expenses arising from your credit decisions, customer relationships, collection activities, or violations of applicable law.

9. Termination and Suspension

9.1 Nav's Termination Rights. Nav may terminate the Program and or terminate or suspend your participation in the Program or any individual Buyer's access at any time, with or without cause, at Nav's sole discretion.

9.2 Vendor Right to Terminate. You may terminate your participation in the Program at any time by providing written notice to Nav through your Nav account or by email. Termination will be effective immediately upon Nav's receipt of your notice, but it may take Nav up to 5 business days to update its systems and databases to reflect this status.

9.3 Effect of Vendor Termination. When you terminate your Program participation:

• Nav will immediately cease providing new Buyer applications to you
• Your QR codes and marketing links will be deactivated
• You will lose access to the Program features in your Nav account except that Nav, at its sole discretion, may continue to provide you read-only access to historical records under the Program. You understand that it is your responsibility to make copies of relevant records for your future use as this access is not guaranteed by Nav.
• Existing credit relationships with Buyers will continue according to your separate agreements with those Buyers
• Nav may retain your Program data as required by law or legitimate business purposes

9.4 Outstanding Obligations. Termination of your Program participation does not relieve you of any obligations that arose before termination, including customer service obligations to existing Buyers and compliance with data use restrictions.

9.5 No Refund. Termination of Program participation does not affect your Nav Prime subscription or entitle you to any refund of Nav Prime subscription fees.

10. Program Fees

10.1 Program Participation Fee. In addition to your Nav Prime subscription, Nav may charge a separate Program participation fee for access to the Vendor Marketplace Program. Current fee information will be displayed in your Nav account before enrollment and upon any fee changes.

10.2 Fee Structure. Program fees may be structured as:

• Monthly or annual subscription fees
• Per-application processing fees
• Transaction-based fees tied to approved credit amounts
• Tiered pricing based on usage volume

10.3 Payment Terms. Program fees will be charged to your Nav account payment method and are due immediately upon billing. Failure to pay Program fees may result in suspension or termination of your Program participation.

10.4 Fee Changes. Nav may modify Program fees at any time with thirty (30) days' prior written notice. Continued participation in the Program after the effective date constitutes acceptance of the new fee structure.

10.5 No Refunds. Program fees are non-refundable, including in cases of early termination or suspension of your Program participation.

10.6 Separate from Nav Prime. Program fees are separate from and in addition to Nav Prime subscription fees. Termination of Program participation does not affect your Nav Prime subscription or entitle you to any refund of Nav Prime fees.

10.7 Fee Disputes. Any disputes regarding Program fees must be raised within sixty (60) days of the billing date. Failure to dispute fees within this timeframe constitutes acceptance of the charges.

11. Electronic Signature and Communications Consent (E-SIGN)

11.1. Electronic Agreement. By checking the box and submitting your application, you are providing your electronic signature and agree that it has the same legal effect as a manual signature. You are agreeing to be legally bound by these Terms and all related documents.

11.2. Electronic Communications. You consent to receive all disclosures, notices, agreements, and other information ("Communications") from Nav in electronic form. We will provide these Communications via our website, email, or other electronic means.

11.3. Hardware and Software Requirements. To receive electronic Communications, you need a computer or mobile device with an internet connection, a current web browser (e.g., Chrome, Safari, Firefox, Edge), software capable of viewing PDF files, and a valid email address.

11.4. Withdrawing Consent. You may withdraw your consent to receive electronic Communications at any time by contacting Nav Customer Support. Withdrawing consent may result in the termination of your access to the Program.

11.5. Requesting Paper Copies. You may request a paper copy of any Communication by contacting Nav Customer Support. A fee may apply.

11.6. Updating Your Contact Information. You are responsible for keeping your email address and other contact information current in your Nav account.

12. Compliance and Regulatory

12.1 Fair Credit Reporting Act Compliance. You acknowledge that information provided by Nav may be derived from consumer reports or business credit reports. You agree to comply with all applicable provisions of the Fair Credit Reporting Act and similar state laws when using this information for credit decisions.

12.2 Equal Credit Opportunity. You must comply with federal and state fair lending laws, including the Equal Credit Opportunity Act, and may not discriminate based on protected characteristics in your credit decisions.

13. System Availability and Technical Issues

13.1 System Availability. Nav will use commercially reasonable efforts to maintain system availability but does not guarantee uninterrupted access to the Program platform.

13.2 Technical Support. Nav will provide reasonable technical support for Program-related system issues but is not responsible for issues related to your own technology infrastructure.

14. Audit and Monitoring

14.1 Program Monitoring. Nav reserves the right to monitor Program usage and Vendor performance to ensure compliance with these terms and maintain Program quality.

14.2 Audit Rights. Nav may audit your Program-related activities upon reasonable notice to ensure compliance with data use restrictions and confidentiality obligations.

15. Insurance and Risk Management

15.1 Insurance Requirements. You must maintain adequate general liability and professional liability insurance coverage appropriate for your business operations and credit extension activities.

15.2 Risk Management. You must implement reasonable risk management practices for credit decisions and maintain appropriate credit policies and procedures.

16. Intellectual Property

16.1 Nav's IP Rights. All technology, algorithms, data analysis methods, and Program materials remain Nav's exclusive intellectual property.

16.2 License Grant. Nav grants you a limited, non-exclusive license to use Program materials solely for Program participation during the term of these agreements.

17. Data Accuracy and Third-Party Information

17.1 No Warranty on Information. You acknowledge that the Program involves the transmission of data provided by Buyers and third-party services (such as Plaid). Nav does not originate this information and does not guarantee the accuracy, completeness, or timeliness of any data presented to you, including but not limited to, a Buyer's revenue, cash flow, payment history, or other business and personal information.

17.2 Vendor's Independent Judgment. All data and automated recommendations provided through the Program are for informational purposes only. You are solely responsible for conducting your own due diligence and making an independent assessment of a Buyer's creditworthiness. You agree not to hold Nav liable for any losses or damages arising from your reliance on inaccurate or incomplete information provided through the Program.

18. Taxes

18.1 Vendor Responsibility. You are solely responsible for the calculation, collection, and remittance of all applicable federal, state, and local taxes, including but not limited to, sales, use, and value-added taxes (VAT), arising from any transactions you conduct with Buyers. Nav will not be responsible for, and will not be held liable for, any taxes related to your sales.

19. Vendor Representations and Warranties

You represent and warrant to Nav that: (a) You have the full power and authority to enter into and perform your obligations under these terms. (b) Your participation in the Program, and all transactions conducted thereunder, will comply with all applicable laws and regulations. (c) The products and services you offer to Buyers do not infringe upon or violate the intellectual property rights or any other rights of any third party.

20. Force Majeure

Neither party shall be liable for any failure or delay in performance under these terms (other than payment obligations) to the extent said failures or delays are proximately caused by events beyond that party’s reasonable control and occurring without its fault or negligence, including, without limitation, acts of God, fires, floods, earthquakes, riots, acts of war, or terrorism.

21. No Third-Party Beneficiaries

This agreement creates rights and obligations only for you (the Vendor) and Nav. No other person or entity, including any Buyer, is intended to have any rights or be able to enforce any part of this agreement.

22. Relationship of the Parties

Nothing in these terms shall be construed to create a partnership, joint venture, agency, or employment relationship between Nav and you. You are an independent contractor, and you have no authority to bind Nav to any agreement or obligation.

23. Personal Guarantees

You acknowledge that while Nav collects owner information as part of the Buyer application process, Nav's role is strictly limited to providing this information for your business credit assessment. Nav is not a party to, and will not facilitate, any personal guarantee that you may require from a Buyer's owner(s). The decision to require a personal guarantee, and the enforcement of any such guarantee, is your sole responsibility. You agree not to represent to any Buyer that Nav requires or is involved in any personal guarantee arrangement.

24. Data Breach Notification

24.1 Notification of Breach. In the event of any actual or reasonably suspected unauthorized access to, or acquisition, use, or disclosure of, any Buyer data provided to you by Nav (a "Security Incident"), you must notify Nav in writing without undue delay, and in no case later than twenty-four (24) hours after becoming aware of the Security Incident.

24.2 Cooperation and Costs. You will promptly take all necessary and advisable actions to investigate and contain the Security Incident. You agree to cover all costs associated with the Security Incident, including but not limited to, forensic investigation, notification to affected individuals and regulatory bodies, and any credit monitoring services. You will indemnify and hold Nav harmless from any claims, damages, or expenses arising from the Security Incident.

25. General Terms

25.1 Modification. Nav may modify these terms at any time by providing notice through your Nav account or email. Continued participation constitutes acceptance of modified terms.

25.2 Governing Law. These terms are governed by the laws of Delaware without regard to conflict of law principles.

25.3 Dispute Resolution. Any disputes between Nav and Vendor will be resolved through binding arbitration in Utah.

25.4 Severability. If any provision is found unenforceable, the remaining provisions will continue in full force.

25.5 Entire Agreement. These terms constitute the entire agreement regarding the Program and supersede all prior agreements.

26. Dispute Resolution and Class Action Waiver

26.1 Arbitration. Any dispute, claim, or controversy arising out of or relating to these terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Draper, Utah. The arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction.

26.2 Class Action Waiver. To the fullest extent permitted by applicable law, you and Nav agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You and Nav each waive any right to a jury trial.