MARKETPLACE PROGRAM VENDOR TERMS AND CONDITIONS

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. The Program may also include optional services, such as business credit bureau reporting, as described in these Terms.

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 Platform Services Generally. Nav provides and continuously develops a suite of technology tools and services to support your participation in the Program (collectively, the "Platform Services"). The Platform Services may include the features described in this Section 2 as well as additional features, integrations, and functionality that Nav introduces from time to time. Nav reserves the right to add, modify, suspend, or discontinue any Platform Service or feature at any time, with or without notice. Nav will use commercially reasonable efforts to notify you of material changes to Platform Services that directly affect your workflow or obligations under these Terms. Your continued participation in the Program following any such change constitutes your acceptance of the updated Platform Services.

2.2 Marketing Tools. Nav may provide you with QR codes, web links, and other marketing tools that direct potential Buyers to Nav's application platform. The specific marketing tools available to you may change over time. You may display these marketing tools in your physical locations, on your website, or through other marketing channels, subject to the requirements of Section 5.

2.3 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 or uploads bank statements, and completes other data collection steps. If the Buyer is not already a Nav customer, they will first create a free Nav account. Nav may introduce additional data collection features, methods, or integrations within the application process from time to time. These features are provided as optional tools available to you; you may choose to enable, configure, or disregard them based on your own business requirements and credit evaluation needs. Nav does not determine what information is necessary for your credit decisions or prescribe how you should evaluate applicants.

2.4 Data Analysis and Recommendations. Nav may analyze the Buyer's information and may provide you with business data, credit assessment information, business verification assessment information, risk-related assessment information, and may generate an automated risk assessment or scoring output for the Buyer's application. The specific data points, assessments, and analytical outputs available to you may evolve as Nav develops and refines its analytical capabilities. All recommendations and assessments are for informational purposes only and do not constitute credit decisions or recommendations, and are provided as tools for you to use, disregard, or supplement at your sole discretion.

2.5 Vendor Decision Process. You will access Buyer applications through your Nav account dashboard or such other interface as Nav may provide, and make independent credit decisions based on your own criteria, risk tolerance, and business judgment. Nav provides data analysis and automated analytical outputs based on available information and parameters that you have communicated to Nav, but makes no credit decisions.

2.6 Additional and Future Platform Services. Nav may offer additional Platform Services beyond those described in this Section 2, including but not limited to reporting services, integrations with third-party systems, enhanced analytics, and account management tools. Some additional services may be subject to separate terms within this agreement (such as the Credit Reporting Service described in Section 8) or supplemental terms provided at the time the service is offered. Nav is under no obligation to develop, offer, or maintain any particular Platform Service or feature.

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. Additional record retention requirements applicable to the Credit Reporting Service are set forth in Section 8.18.

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. Nav may also offer optional services, such as the Credit Reporting Service described in Section 8, that extend beyond facilitating Vendor-Buyer connections. Nav's role with respect to such optional services is governed by the applicable section of these Terms.

4.2 Data Processing Services. Nav hosts a platform through which Buyers provide business and personal information, and Nav may make available to you analytical tools, data outputs, and automated assessments based on that information. These tools and outputs are provided for informational purposes only and do not constitute credit advice or credit decisions.

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

4.4 No Collection Services. Nav will not assist with payment collection, default management, or dispute resolution between Vendors and Buyers except as expressly set forth in Section 8 with respect to the Credit Reporting Service.

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.

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

6.2 Data Shared with Vendors. Nav’s platform provides you access to certain Buyer information - such as business details, owner information, credit assessment data, business verification assessment data, risk-related assessment data, and payment recommendations - based on your authorization. You control whether Nav transmits other sensitive personal information for particular applications or guarantees.

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. Nav data accessed through the platform may be used only for evaluating credit applications, collecting personal guarantees, and managing approved customer relationships. You may not sell, share, or use Nav data for any other purpose. Data you collect directly from Buyers through the platform is subject to your own data obligations and applicable law. Nav is not responsible for your use of vendor-collected data.

6.5 Confidential Information. Nav data provided through the platform, including business details, owner information, financial data, credit assessments, and payment history, constitutes Nav's confidential information ("Nav Confidential Information"). Buyer information you collect directly through the platform constitutes your confidential information and is subject to your own confidentiality obligations..

6.6 Confidentiality Obligations. You agree to:

Keep all Nav Confidential Information strictly confidential
Use Nav Confidential Information solely for evaluating credit applications, collecting any personal guarantees and managing approved Buyer relationships
Not disclose Nav Confidential Information to any third parties without Nav's prior written consent
Implement reasonable security measures to protect Nav Confidential Information from unauthorized access or disclosure
Limit access to Nav 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 Nav Confidential Information as necessary for legitimate business purposes but must continue to protect it according to these Terms.

6.9 Credit Reporting Service. Nav will use Trade Credit Customer data provided by Vendor solely for purposes of performing the Credit Reporting Service as outlined in Section 8, will maintain reasonable security measures to protect such data, and will not use it for any other purpose without Vendor's consent.

7. Credit Inquiries and Use of Credit 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. If you choose to seek a personal credit report, you are solely responsible for obtaining the required legal authorization directly from the individual.

8. Business Credit Bureau Reporting

8.1 Opt-In and Scope. Nav may offer you the option to report trade credit data to one or more business credit bureaus through Nav's reporting platform (the "Credit Reporting Service"). The Credit Reporting Service is optional. If you elect to participate at any time during your enrollment in the Program, the terms of this Section 8 will apply to your participation in the Credit Reporting Service for so long as you remain opted in. Your election to participate may be made through your Nav account dashboard or other method designated by Nav. The Credit Reporting Service covers your full trade credit portfolio, including accounts with Buyers originated through the Program and accounts with any other business customers to whom you have extended trade credit outside of the Program (collectively, "Trade Credit Customers"). You are not required to limit your reporting to accounts originated through the Program. In the event of any conflict between this Section 8 and any other provision of these Terms, this Section 8 shall govern with respect to the Credit Reporting Service.

8.2 Nav as Reporting Agent. By opting in to the Credit Reporting Service, you authorize Nav to submit your Trade Credit Customer data to business credit bureaus on your behalf, acting solely as your agent for purposes of data submission. Nav's role is limited to transmitting data you provide in accordance with this Section 8. Nav does not independently verify the underlying transactions, balances, payment history, or other account information you submit, and Nav is not a co-furnisher or joint reporter of your data. With respect to Trade Credit Customers whose accounts did not originate through the Program, you acknowledge that Nav has no independent knowledge of, access to, or relationship with those customers or the underlying credit transactions, and is entirely dependent on the data you provide.

8.3 Vendor Accuracy Guarantee. You represent and warrant that all data you provide to Nav for reporting to business credit bureaus is accurate, complete, and current at the time of submission, whether such data relates to accounts originated through the Program or outside of it. This guarantee applies regardless of whether Nav performs any quality assurance review, validation check, or other processing of your data before submitting it to a bureau. Nav's performance of any such review does not shift responsibility for data accuracy to Nav, create any duty on Nav's part to identify or correct errors, or diminish your obligations under this Section 8 in any way. You acknowledge that you are the sole source and owner of the underlying trade credit data and bear full responsibility for its accuracy and completeness. For Trade Credit Customers whose accounts did not originate through the Program, you further acknowledge that Nav has had no prior contact with those customers and possesses no independent information against which to verify your data.

8.4 Nav Disclaimer of Liability for Reported Data. NAV MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR CORRECTNESS OF ANY DATA SUBMITTED TO BUSINESS CREDIT BUREAUS ON YOUR BEHALF, WHETHER SUCH DATA RELATES TO ACCOUNTS ORIGINATED THROUGH THE PROGRAM OR OUTSIDE OF IT, AND EVEN IF NAV PERFORMS QUALITY ASSURANCE REVIEWS, VALIDATION CHECKS, OR OTHER PROCESSING PRIOR TO SUBMISSION. NAV SHALL NOT BE LIABLE FOR ANY CLAIMS, DAMAGES, LOSSES, OR EXPENSES ARISING FROM OR RELATED TO INACCURATE, INCOMPLETE, OR UNTIMELY DATA THAT YOU PROVIDE FOR REPORTING, INCLUDING BUT NOT LIMITED TO CLAIMS BY TRADE CREDIT CUSTOMERS, CREDIT BUREAUS, OR ANY THIRD PARTIES.

8.5 Data File Format and Required Fields. You agree to provide all trade credit data in the file format and layout specified by Nav, which may include the Metro 2® format or such other format as Nav or the applicable business credit bureau may require. You are responsible for providing all data fields required by each business credit bureau to which your data will be reported. Nav will provide you with documentation of the required file format and fields. Failure to comply with data format requirements may result in rejection of your data file or suspension of the Credit Reporting Service.

8.6 Reporting Process. Nav will establish the process by which you submit trade credit data for reporting, which may include manual submission of data files through your Nav account, automated file transfers, or integration between Nav's systems and your internal systems or third-party platforms. You agree to follow the reporting process and submission schedule that Nav establishes and communicates to you. Nav may modify the reporting process from time to time upon reasonable notice to you.

8.7 Full Portfolio Reporting. You must report your complete portfolio of Trade Credit Customer accounts each reporting cycle, including accounts in good standing, delinquent accounts, and charged-off accounts. You may not selectively report only favorable account data or omit accounts with negative payment history. Once you begin reporting a Trade Credit Customer account through the Credit Reporting Service, you must continue reporting that account for so long as the account remains open or has an outstanding balance; you may not cease reporting an individual account to avoid reporting negative payment activity. Selective reporting is grounds for immediate suspension or termination of the Credit Reporting Service.

8.8 Trade Credit Customer Notification and Disclosure. You are responsible for notifying each Trade Credit Customer, in your credit application, trade credit agreement, or other written disclosure, that trade credit account data may be reported to one or more business credit bureaus through Nav or its designated agents. You must provide this notification before or at the time you extend trade credit to a Trade Credit Customer. For Trade Credit Customers whose accounts originated outside of the Program, you must ensure that your existing credit agreements or disclosures are updated to include this notification before you submit their data to Nav for reporting. Nav is not responsible for providing this notification on your behalf. You will provide Nav with evidence of such notification upon request.

8.9 Data Correction Obligations. If you discover or are informed that any data previously submitted to Nav for credit bureau reporting is inaccurate, incomplete, or outdated, whether through your own review, an audit, a customer complaint, a credit dispute, or any other means, you must promptly notify Nav and provide corrected data. "Promptly" means within five (5) business days of discovery. You must provide corrected data for all affected bureaus, not solely the bureau through which the issue was identified. Nav will submit corrected data to the applicable bureaus within a commercially reasonable time after receiving your corrections.

8.10 Customer Complaint Resolution. You are solely responsible for receiving and resolving complaints from Trade Credit Customers regarding trade credit data reported to business credit bureaus through the Credit Reporting Service. You agree to respond to Trade Credit Customer complaints within ten (10) business days of receipt. If Nav receives a Trade Credit Customer complaint related to your reported data, Nav will forward the complaint to you and you agree to collaborate with Nav to resolve the complaint within five (5) business days of Nav's notice to you, or such shorter period as may be required by the applicable bureau. For Trade Credit Customers whose accounts did not originate through the Program, you acknowledge that Nav may have no customer relationship with or contact information for those customers and is fully dependent on you to communicate with the customer and resolve the complaint. You will keep Nav informed of the status and resolution of all complaints. Nav may establish additional complaint-handling procedures from time to time, and you agree to comply with such procedures.

8.11 Credit Dispute Resolution. You are solely responsible for investigating and resolving credit disputes initiated by Trade Credit Customers with any business credit bureau regarding data you furnished through the Credit Reporting Service. You agree to investigate and respond to each dispute in accordance with the requirements, timelines, and procedures established by the applicable business credit bureau. Where a bureau requires a response within a specified number of days, you must meet that deadline. If Nav receives a dispute or a dispute notification from a bureau related to your data, Nav will promptly forward it to you, and you agree to collaborate with Nav to investigate and resolve the dispute within the timeframe required by the applicable bureau. For Trade Credit Customers whose accounts did not originate through the Program, you acknowledge that Nav will have no independent information with which to evaluate or respond to the dispute and is fully dependent on your investigation and response. You will provide Nav with all information necessary for Nav to respond to the bureau on your behalf if required. Failure to timely resolve disputes is grounds for suspension or termination of the Credit Reporting Service.

8.12 Identity Theft Procedures. If you or Nav receive notice that data reported through the Credit Reporting Service may be the result of identity theft or fraud, you must promptly investigate and must not re-report the disputed information unless and until you independently verify that the information is accurate. You agree to cooperate with Nav to block, remove, or correct any affected tradelines as required by the applicable bureau. You will follow reasonable procedures to prevent re-furnishing of data associated with confirmed or suspected identity theft.

8.13 Reporting Indemnification. In addition to your indemnification obligations under Section 9.4 of these Terms, you agree to indemnify, defend, and hold Nav harmless from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) inaccurate, incomplete, or untimely data you provide for credit bureau reporting, whether relating to accounts originated through the Program or outside of it; (b) your failure to investigate or resolve disputes or complaints in accordance with this Section 8; (c) your failure to comply with applicable bureau requirements; (d) your failure to comply with applicable laws or regulations relating to business credit reporting; (e) any claim by a Trade Credit Customer or third party arising from data reported through the Credit Reporting Service; or (f) your reporting of data for Trade Credit Customers whose accounts did not originate through the Program, including any claim that you lacked the authority, right, or necessary disclosure or authorization to furnish such data through Nav.

8.14 Nav's Right to Suspend or Terminate Reporting. Nav may suspend or terminate the Credit Reporting Service on your behalf at any time, in its sole discretion. Without limiting the foregoing, Nav may suspend or terminate the Credit Reporting Service if: (a) you are in breach of any provision of these Terms; (b) you have an unsatisfactory record of resolving disputes or complaints, as determined by Nav in its reasonable judgment; (c) a business credit bureau directs or requests Nav to cease reporting on your behalf; (d) Nav determines, in its sole discretion, that continuing to report your data poses a risk to Nav, the Program, or Trade Credit Customers; or (e) Nav discontinues the Credit Reporting Service generally. Nav will use commercially reasonable efforts to provide you with advance notice of any suspension or termination, but is not required to do so where immediate action is warranted. Suspension or termination of the Credit Reporting Service does not affect your other obligations under these Terms.

8.15 Opt-Out and Wind-Down. You may opt out of the Credit Reporting Service at any time by providing written notice to Nav through your Nav account or by email. Upon receipt of your opt-out notice:

Nav will cease submitting new data to business credit bureaus on your behalf after processing the current reporting cycle, which may take up to thirty (30) calendar days. This applies to your full portfolio, including accounts originated through the Program and accounts originated outside of it.
You must resolve all open disputes and complaints related to previously reported data before your opt-out is complete. Your obligations under Sections 8.9, 8.10, 8.11, and 8.12 survive your opt-out with respect to data reported prior to the effective date of your opt-out.
Data accurately reported to business credit bureaus prior to your opt-out will remain on file with the applicable bureaus in accordance with each bureau's data retention policies. You may not require Nav to retroactively delete or remove accurately reported data.
Nav may submit a final data file to each bureau reflecting the status of your Trade Credit Customer accounts as of the opt-out effective date.

8.16 Bureau Requirement Changes. Business credit bureaus may update their data specifications, reporting requirements, dispute resolution procedures, or other requirements from time to time. Nav will notify you of material changes that affect your reporting obligations. You agree to comply with updated bureau requirements within the timeframe specified by Nav or the applicable bureau, at your sole cost and expense. Failure to comply with updated requirements may result in suspension or termination of the Credit Reporting Service.

8.17 Regulatory Compliance. You are responsible for ensuring that your participation in the Credit Reporting Service complies with all applicable federal, state, and local laws and regulations governing business credit reporting, to the extent such laws and regulations apply to the data you furnish. This includes, without limitation, any laws or regulations applicable to you as the originator or owner of trade credit data reported to business credit bureaus, whether such data relates to accounts originated through the Program or outside of it. Nav's role as your reporting agent does not relieve you of any regulatory obligation that applies to you as the data source.

8.18 Record Retention for Reporting Data. You must retain complete records supporting all data submitted to Nav for business credit bureau reporting, including account-level transaction records, payment histories, dispute records, correction records, and Trade Credit Customer notifications, for a minimum of five (5) years from the date of submission or such longer period as required by applicable law or bureau requirements. This obligation applies to all Trade Credit Customer accounts reported through the Credit Reporting Service, regardless of whether those accounts originated through the Program. You will make such records available to Nav upon reasonable request for purposes of responding to bureau inquiries, disputes, regulatory inquiries, or audits.

8.19 Vendor Authority to Report Non-Program Accounts. With respect to Trade Credit Customer accounts that did not originate through the Program, you represent and warrant that: (a) you have the legal right and authority to furnish trade credit data for those accounts to business credit bureaus through Nav as your agent; (b) you have obtained any disclosure, consent, or authorization from the Trade Credit Customer that may be required by applicable law, your agreements with the Trade Credit Customer, or bureau requirements in order to report their data through a third-party agent; (c) you have verified the identity of each Trade Credit Customer, including the legal name, address, and any other identifying information required by the applicable business credit bureau, through reasonable and commercially appropriate verification procedures before submitting their data to Nav for reporting; and (d) your furnishing of such data through Nav does not violate any agreement between you and the Trade Credit Customer or any applicable law or regulation. You will promptly notify Nav if you become aware that any of these representations is or becomes inaccurate with respect to any Trade Credit Customer account.

9. Liability Limitations and Risk Allocation

9.1 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.

9.2 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.

9.3 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.

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

10. Termination and Suspension

10.1 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.

10.2 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.

10.3 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
The Credit Reporting Service will be subject to the wind-down provisions of Section 8.15
Nav may retain your Program data as required by law or legitimate business purposes

10.4 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 any obligations under Section 8 that survive termination or opt-out as set forth therein..

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

11. Program Fees

11.1 You agree to pay all applicable fees for participation in the Program, as set forth in the current Fee Schedule provided by Nav. Program fees, billing frequency, and included features may change from time to time. Nav will notify you in advance of any changes to the Fee Schedule or your applicable fees. Your continued participation in the Program after such notice constitutes your acceptance of the updated fees.

All fees are non-refundable unless otherwise stated in the Fee Schedule. Program fees are separate from and in addition to any other Nav subscription fees you may owe.

11.2 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.

12.1. 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.

12.2. 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.

12.3. 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.

12.4. 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.

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

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

13. Compliance and Regulatory

13.1 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.

13.2 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.

13.3 Business Credit Reporting Compliance. To the extent you participate in the Credit Reporting Service described in Section 8, your compliance obligations as a data furnisher are governed by Section 8.17.

14. System Availability and Technical Issues

14.1 System Availability. Nav will use commercially reasonable efforts to maintain system availability but does not guarantee uninterrupted access to the Program platform. Nav will use commercially reasonable efforts to maintain availability of the Credit Reporting Service platform, but shall not be liable for missed or delayed reporting cycles caused by system unavailability, and any such delay shall not constitute a breach by either party.

14.2 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.

15. Audit and Monitoring

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

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

16. Insurance and Risk Management

16.1 Insurance Requirements. You must maintain adequate general liability and professional liability insurance coverage appropriate for your business operations,credit extension activities, and activities related to the Credit Reporting Service, including data furnishing.

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

17. Intellectual Property

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

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

18. Data Accuracy and Third-Party Information

18.1 No Warranty on Information. You acknowledge that the Program involves the transmission of data provided by Buyers and third-party services (such as Plaid and Baselayer). 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.

18.2 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.

19. Taxes

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.

20. 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.

21. 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. For the avoidance of doubt, this Section does not excuse Vendor's obligations under Section 8 to the extent those obligations are governed by business credit bureau deadlines or requirements that are not within Nav's or Vendor's control to extend.

22. 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 or Trade Credit Customer, is intended to have any rights or be able to enforce any part of this agreement. Notwithstanding the foregoing, Osiris Ratings, Inc. d/b/a Baselayer ("Baselayer") is an intended third-party beneficiary solely with respect to Section 28 and may enforce Section 28 as if it were an original party to these Terms.

23. Relationship of the Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, or employment relationship between Nav and you. Except as expressly set forth in Section 8.2 with respect to the Credit Reporting Service, in which Nav acts solely as your agent for purposes of submitting trade credit data to business credit bureaus, nothing in these Terms shall be construed to create an agency relationship between Nav and you. The limited agency established under Section 8.2 is restricted solely to the transmission of data you provide to business credit bureaus and does not grant Nav any authority to act on your behalf for any other purpose. You are an independent contractor, and except as set forth in Section 8.2, you have no authority to bind Nav to any agreement or obligation. Nav has no authority to bind you to any agreement or obligation other than as expressly set forth in these Terms.

24. 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 the information required by you and at your direction for your business credit assessment and the collection of any personal guarantee. Nav is not a party to 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.

25. Data Breach Notification

25.1 Notification of Breach by Vendor. 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 or any Trade Credit Customer data submitted by you to Nav for purposes of the Credit Reporting Service (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.

25.2 Notification of Breach by Nav. In the event of any actual or reasonably suspected unauthorized access to, or acquisition, use, or disclosure of, any Trade Credit Customer data submitted by you to Nav for purposes of the Credit Reporting Service while such data is in Nav's possession or control (a "Nav Security Incident"), Nav will notify you in writing without undue delay, and in no case later than seventy-two (72) hours after becoming aware of the Nav Security Incident. Nav's notification will include, to the extent reasonably available at the time of notification, a description of the nature of the incident, the categories and approximate volume of records affected, and the measures Nav has taken or plans to take to contain and remediate the incident.

25.3 Cooperation and Costs for Vendor Security Incidents. With respect to any Security Incident described in Section 25.1, 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.

25.4 Cooperation and Costs for Nav Security Incidents. With respect to any Nav Security Incident described in Section 25.2, Nav will promptly take all necessary and advisable actions to investigate and contain the Nav Security Incident. Nav and you will cooperate in good faith to determine appropriate notification and remediation steps. Each party will bear its own costs associated with investigating and responding to a Nav Security Incident, except that Nav will bear the costs of forensic investigation and containment measures related to Nav's own systems. Allocation of costs for Trade Credit Customer notification, credit monitoring, and other remediation measures will be determined based on the cause and circumstances of the Nav Security Incident. Nothing in this Section 25.4 limits Nav's liability limitations set forth elsewhere in these Terms.

26. General Terms

26.1 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.

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

26.3 Dispute Resolution. Any disputes between Nav and Vendor will be resolved in accordance with Section 27.

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

26.5 Notices. All notices required or permitted under these Terms shall be delivered through your Nav account, by email to the address on file in your Nav account, or by such other method as Nav may designate. Notices are deemed received when delivered through the Nav account or when sent by email. You are responsible for maintaining current contact information in your Nav account.

26.6 Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any right must be in writing and signed by the waiving party.

26.7 Assignment. You may not assign, transfer, or delegate your rights or obligations under these Terms without Nav's prior written consent. Nav may assign these Terms without your consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.

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

27. Dispute Resolution and Class Action Waiver

27.1 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.

27.2 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.

28. Baselayer Terms and Conditions

These terms and conditions (“Baselayer Terms and Conditions”) govern Vendor’s access to and use of any information, data, software, services, content, or other materials of Osiris Ratings, Inc. d/b/a Baselayer (“Baselayer”) or its third-party providers (“Baselayer Materials”) that are made available to Vendor through or in connection with the Program, including in connection with Buyer identity verification, business verification, or related risk assessment services. For purposes of this Section 28, the term "Vendor" is the equivalent of "Customer" as used in these Baselayer Terms and Conditions..

28.1 RESTRICTIONS AND RESPONSIBILITIES. Vendor will use the Baselayer Materials for its internal business purposes only and will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to any software included in the Baselayer Materials (“Baselayer Software”); (b) modify, translate, or create derivative works based on the Baselayer Software; (c) use the Baselayer Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (d) or remove any proprietary notices or labels from the Baselayer Materials; (e) use the Baselayer Materials for further sale, resale, or distribution; (f) use the Baselayer Materials in a way that violates any applicable law or regulation; (g) download or copy substantial portions of the Baselayer Materials or attempt to defeat or circumvent any access controls related thereto; or (h) request or access (or allow any representative or employee of Vendor to so request or access) any Baselayer Materials which Vendor or such person is prohibited by law from requesting or accessing or does not have a legitimate business reason to request or access. Vendor hereby agrees to indemnify and hold harmless Baselayer against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged breach of this Section 28.1 or otherwise from Vendor’s use of or access to the Baselayer Materials.

28.2 DISCLAIMERS. NEITHER BASELAYER NOR ITS THIRD-PARTY PROVIDERS WARRANT THAT THE PROVISION OF THE BASELAYER MATERIALS WILL BE UNINTERRUPTED, ERROR FREE, COMPLETE, OR ACCURATE, NOR DO THEY MAKE ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SAME. AS BETWEEN BASELAYER AND VENDOR, USE OF THE BASELAYER MATERIALS AND RELIANCE THEREON IS AT VENDOR’S SOLE RISK. NEITHER BASELAYER NOR ITS THIRD-PARTY PROVIDERS WILL IN ANY WAY BE LIABLE TO VENDOR OR ANY OTHER ENTITY OR PERSON FOR THEIR INABILITY TO USE BASELAYER MATERIALS, OR FOR ANY INACCURACIES, ERRORS, OMISSIONS, DELAYS, DAMAGES, CLAIMS, LIABILITIES OR LOSSES, REGARDLESS OF CAUSE, IN OR ARISING FROM THE USE OF THE BASELAYER MATERIALS. THE BASELAYER MATERIALS ARE PROVIDED BY BASELAYER ON AN “AS IS” BASIS AND WITHOUT WARRANTY BY BASELAYER OF ANY KIND. BASELAYER MAKES NO WARRANTIES WITH RESPECT TO THE BASELAYER MATERIALS, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. IN NO EVENT WILL BASELAYER OR ITS THIRD-PARTY PROVIDERS BE LIABLE FOR ANY PRODUCTS, SERVICES, OR MATERIALS NOT OFFERED BY BASELAYER, INCLUDING PRODUCTS OR SERVICES INTO WHICH BASELAYER MATERIALS MAY BE INTEGRATED OR THROUGH WHICH BASELAYER MATERIALS MAY BE MADE AVAILABLE TO VENDOR.

28.3 MISCELLANEOUS. Baselayer or its third-party providers own and retain all right, title and interest, including but not limited to copyrights, trademark rights, patent rights, database rights, trade secret rights, and all other intellectual property rights in and to the Baselayer Materials. Vendor acknowledges that access to certain elements of the Baselayer Materials may cease or may be made subject to certain conditions, including upon the instructions of the third-party provider of those elements, and Vendor will comply with any requirements or conditions imposed by Baselayer or a third-party provider of Baselayer and communicated to Vendor. Baselayer is an intended third-party beneficiary to these Baselayer Terms and Conditions and the agreement to which they are attached, is entitled to rights and benefits hereunder, and may enforce this Section 28 as if it were an original party hereto.

29. EQUIFAX QUALIFIED CUSTOMER TERMS AND CONDITIONS

29.1. Nav hereby grants and Vendor hereby accepts a limited, nontransferable, nonexclusive license to use Equifax’s credit reporting data (the “Licensed Data”) subject to the terms and conditions of this Section 29. Vendor obtains no ownership rights in the Licensed Data, and shall not use the Licensed Data in any manner that infringes on the proprietary rights of Equifax or any of its third-party licensors or data providers.

29.2. The Licensed Data (i) may be used by Vendor solely for its own internal business uses and for no other purpose and (ii) shall not be sold, rented or otherwise provided by Vendor to any third party, other than as necessary to comply with Vendor’s reporting obligations. Vendor shall use the other Licensed Data only (i) in connection with decisions to extend credit to Nav’s business applicants; (ii) to review an existing account or credit relationship with Nav’s business customers or otherwise manage risk associated with such customers; (iii) to prevent fraud associated with business accounts; (iv) to locate former or delinquent business customers; or (v) vendor management. Prior to using the Licensed Data in connection with a credit decision in connection with a business applicant, Vendor shall confirm that the applicant is or would qualify as a business customer, and is not a consumer applying for a financial product or service from the Vendor be used primarily for personal, family, or household purposes. Vendor shall be solely responsible for its use of the Licensed Data in making its credit decisions, or otherwise. Vendor will use the Licensed Data in compliance with all applicable federal, state and local laws, statutes, rules and regulations. Without limiting the foregoing, in no event may Vendor use the Licensed Data to: (i) evaluate applications for accounts intended to be used primarily for personal, family or household purposes; (ii) to identify the risk of consumer accounts; (iii) locate former or delinquent holders of accounts intended to be used primarily for personal, family or household purposes; or (iv) prevent fraud with respect to accounts intended to be used primarily for personal, family or household purposes.

29.3. NAV AND ITS THIRD PARTY LICENSORS OR DATA PROVIDERS DO NOT GUARANTEE OR WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE LICENSED DATA OR THE MEDIA ON WHICH THE LICENSED DATA IS PROVIDED AND SHALL NOT BE LIABLE TO VENDOR FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY LICENSEE’S OR ITS THIRD PARTY LICENSORS’ OR DATA PROVIDERS’, ACTS OR OMISSIONS, WHETHER NEGLIGENT OR OTHERWISE, IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING OR DELIVERING THE LICENSED DATA. IN NO EVENT SHALL NAV OR ITS THIRD PARTY LICENSORS OR DATA PROVIDERS BE LIABLE TO VENDOR OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES TO BUSINESS REPUTATION, LOST BUSINESS OR LOST PROFITS), WHETHER FORESEEABLE OR NOT, AND HOWEVER CAUSED, EVEN IF NAV OR ITS THIRD PARTY LICENSORS OR DATA PROVIDERS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

29.4. Vendor acknowledges and agrees that each business unit and/or portfolio of Vendor that obtains a Contributory Commercial Service from Nav is required to contribute data to the commercial databases operated by Equifax or one of its affiliated entities (the “Commercial Database”) in accordance with the following terms:

(i) Vendor will prepare and deliver to Nav, the authorized third party aggregator for Equifax, each month and at Vendor’s expense, its most current account information about its business customers (“Monthly Client Data”). To the extent Vendor has historical account information about its business customers, Vendor will provide to Nav historical account information about its business customers for up to the two (2) year period ending on the effective date of its agreement with Nav (the “Historical Client Data,” and together with the Monthly Client Data, referred to herein as the “Required Contribution” or “Client Data”). The Client Data shall include the types of data, and be in the format specified by Nav, described in Equifax’s reporting file specifications, as revised from time to time. At its expense, Equifax will incorporate the Client Data into the Commercial Database. Information so incorporated will become the property of Equifax and will cease to be the property of Client. Vendor will notify Nav immediately upon learning that any Client Data supplied is inaccurate or misleading. Vendor will provide Nav with any corrections or additional information necessary to make the Client Data supplied complete and accurate and will implement procedures to avoid re-reporting Client Data that is inaccurate. Vendor may be liable under state or federal law if the Client Data furnished is false or furnished with malice or willful intent to injure or with conscious indifference to potential inaccuracies. For the avoidance of doubt, Equifax or one of its affiliated entities may provide or furnish to any party, reports, scores or related services that include or are derived from the Client Data. Vendor recognizes that accessing the Commercial Database with additional information or different identification information, or at a different time from a prior request for information, may result in file content different from that on the date of the original access. Unless otherwise agreed, Vendor may only request the Licensed Data once its Required Contribution is met. If after providing Client Data, Vendor or its respective business unit(s) and/or portfolios cease providing its Client Data to Nav or such Client Data no longer meets the Required Contribution, Nav may immediately cease providing the Licensed Services to Vendor and/or the applicable business unit(s) and portfolios.

(ii) Vendor hereby authorizes Nav to deliver the Client Data to Equifax on its behalf.

(iii) Vendor shall: (a) take commercially reasonable measures to ensure that such data is complete and current (and to correct promptly any errors as they are discovered); (b) not include in such data any “nonpublic personal information” as defined in the Gramm-Leach-Bliley Act, 15 U.S.C. Section 6801, et seq. and its implementing regulations (unless and insofar as permitted in accordance with the opt out provisions of, or exceptions contained in those regulations); and (c) comply with all applicable requirements of U.S. laws or regulations and its privacy policies in its reporting of such data.

(iv) Data Subject to Sharing. The following types of information may be included in Client Data:

a. Information relating to the performance of business accounts;

b. Information obtained from business reporting or commercial credit agencies if so permitted by Vendor’s contract with such entities; and

c. Information related to individuals who are personal guarantors, co-signers, sole proprietors or general partners of companies maintaining business accounts, but only in connection with those individuals’ obligations relating to such business accounts.

The following types of information may not be included in the Client Data:

a. Information related to the performance of accounts to be intended to be used primarily for personal, family or household purposes;

b. Consumer report information obtained from consumer reporting agencies (e.g., Equifax, Experian, Trans Union), whether obtained for use in connection with business accounts or otherwise;

c. Information related to individuals who are not personal guarantors, co-signors, sole proprietors or general partners of companies maintaining business accounts, except for name and title of officers, directors and key employees; and

d. Information related to individuals who are personal guarantors, co-signors, sole proprietors or general partners of companies maintaining business accounts, except in connection with those individuals’ performance of their obligations relating to such business accounts.

(v) Sharing of Client Data. Customers of Equifax shall be permitted to have access, through the facilities of Equifax, to Client Data.