Terms of Service
Last updated: 14 November 2024
By submitting information to, accessing information from, or otherwise accessing or using any website or service made available by dealNavi Inc., you acknowledge that you (i) have read and agree to be bound by these terms of service and (ii) agree to comply with all applicable laws and regulations, including U.S. federal, state, and local laws and regulations.
It is your responsibility to review these terms of service periodically. If at any time you find these terms of service unacceptable or if you do not agree to these terms of service, you may not use or access the Services. You represent and warrant that: (i) by using or registering for the services you are at least 18 years of age and you are legally able to enter into a contract; (ii) you have the authority to enter into these terms personally or on behalf of the entity you have named as the user and to bind that entity to these terms of service; and (iii) you are not barred from using the services and have all rights, licenses and authority to use the services.
The Company reserves the right to modify, amend, replace, suspend, or terminate these terms of service at any time, within its sole discretion. In the event the Company modifies, amends, or replaces this agreement, the effective date, located above, will change. Your use of the website or Services after a change in the effective date constitutes your express acceptance of any modification, amendment, or replacement to this Agreement.
You agree that by using the website and the Services, you have the power, right, and authority to agree to and be bound by this Agreement.
The following meanings apply in these terms of service: “Terms” and “Agreement” refer to these Terms of Service. "Site" refers to any website made available by dealNavi Inc. "Services" refers to the Site and all services provided by dealNavi Inc. "dealNavi", “Company”, "we", "us" and "our" refer to dealNavi Inc. and its employees, consultants, officers, directors, or agents (the "Representatives"). "User," "you" and "your" refer to each customer, visitor or user of any Services. If you access or use the Services on behalf of a company, organization, or other entity, then (a) "you" and "your" also refers to that entity, (b) you represent and warrant that you are a Representative of the entity with the authority to bind it to these terms of service, and (c) you agree to these terms of service on the entity's behalf. "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Our Services do not constitute professional advice and there is no advisory relationship between you and us.
dealNavi is not a business intermediary, certified appraiser, or any other type of professional advisor. dealNavi does not provide any financial or other professional advice. Our Services are tools which are intended for general informational purposes only, and are neither customized solutions nor substitutes for the advice of a qualified professional. If you need such advice, you should consult a qualified professional. At no time is an advisory relationship, or any other special relationship, created between you and dealNavi or any person associated with dealNavi.
We provide online tools and materials to assist you with the preparation, and storage of your own transaction documents and related information. All information, forms, tools, materials, and other resources (collectively, the “Document Materials”) provided through the Services are provided to you for informational and educational purposes only and you are solely responsible for conducting your own due diligence or consulting with the appropriate subject matter expert. Nothing provided by dealNavi in relation to the Services constitutes professional or qualified advice, and nothing is guaranteed to be correct, complete, or up-to-date.
We do not review the Document Materials or any information you input for accuracy or sufficiency, draw conclusions, or provide advice. You understand that our providing of the Services to you is not professional advice, and that the Document Materials are not customized to your particular needs.
You must ensure the security and integrity of your account.
Certain parts of the Services may require that you have a User Account. You are responsible for all activity that happens on or through your User Account. You are responsible for keeping your User Account password confidential. You may not access or use another person's User Account. dealNavi is not liable for any harm you incur as a result of another person's use of your User Account. You may be held liable for any harm dealNavi incurs as a result of another person's use of your User Account. dealNavi reserves the right to suspend or terminate access to your User Account if a breach of account security is suspected.
Each User Account is associated with a single email address and you will choose the email address you register for a User Account and the password. If the domain of the email address associated with a User Account is owned or controlled by an organization you’re providing services to (such as your employer), you grant that organization and its User Account administrator(s) permission to: (a) identify User Accounts associated with the domain owned or controlled by the organization; and (b) administer your User Account (which includes suspending or canceling it, resetting the password, or accessing usage, profile, content, or other User Account information). You acknowledge and agree that we may assist the organization with such administration.
You will not engage in prohibited activities.
You agree not to harm the Services and not to access or use the Services to harm others, including dealNavi. For example, you must not engage in any activity or transmit any information that, in our sole discretion:
accesses or uses the Services in a manner that is harmful, threatening, harassing, or otherwise objectionable to others;
violates any law or regulation;
improperly impersonates others or misrepresents or conceals your identity or your affiliation with others;
solicits, accesses, discloses, or uses the sensitive information (includes personally identifiable information, User Account, confidential information, or other proprietary or valuable information) of others either without their permission or in an otherwise objectionable manner;
violates or infringes the Intellectual Property Rights (as defined below) or other proprietary rights of others;
circumvents or otherwise interferes with security, access or usage restrictions, or other measures employed to control, restrict, or prevent access to the Services or other information contained on or obtained from or through the Services;
damages, disables, interferes with, overburdens, or otherwise impairs the Services or any computer software or hardware or electronic communications equipment;
uses any content or other information contained on or obtained from or through the Services, except as provided for in these terms of service or with our prior written permission;
copies or modifies the Services or otherwise affects the display of the Services as provided by dealNavi or distributes, sells, leases, or makes any portion of the Services available for access by third parties in any manner other than as provided by dealNavi;
uses automated or any other unauthorized means to modify, reroute, access, or use the Services;
reverse engineers or otherwise attempts to derive source code of the Services, unless laws prohibit those restrictions or you have our prior written permission;
is in connection with any effort to (a) develop or operate a product or service that is competitive with the Services or that uses ideas, features, functions, or graphics similar to those of the Services, or (b) copy ideas, features, functions, or graphics of the Services;
accesses or uses the Site or Services for unauthorized advertising, marketing, or communication or for other unauthorized commercial purposes;
violates these terms of service; or
attempts any of the foregoing or assists, permits, or encourages others to do or attempt any of the foregoing.
We retain the right to change or stop providing Services and features.
We may, without prior notice, change the Services, stop providing the Services or features of the Services, or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services for any reason, without notice and with no liability of any kind, including if in our sole determination you violate any provision of these terms of service, or for no reason.
Upon termination for any reason or no reason, you continue to be bound by these terms of service. Any data, account history and account content residing on the servers running the Services may be deleted, altered, moved or transferred at any time for any reason in dealNavi’s sole discretion, with or without notice and with no liability of any kind. dealNavi does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on the servers running the Services.
dealNavi grants you a limited license.
Subject to your compliance with the terms and conditions of this terms of service, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as designed. dealNavi reserves all rights not expressly granted herein in the Services and the dealNavi Content (as defined below).
dealNavi may terminate this license at any time for any reason or no reason. If you are or become a direct competitor of dealNavi, you may not access or use the Services without dealNavi’s explicit, advance, written consent, and then only for the purposes authorized in writing.
Except as provided in this terms of service, dealNavi retains all rights in the Services.
The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the "dealNavi Content"), and all Intellectual Property Rights related thereto, are the exclusive property of dealNavi and its licensors.
Except as explicitly provided herein, nothing in this terms of service shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Services. Use of the dealNavi Content or materials on the Services for any purpose not expressly permitted by this terms of service is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place dealNavi under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, dealNavi does not waive any rights to use similar or related ideas previously known to dealNavi, or developed by its employees, or obtained from sources other than you.
You agree to pay us in accordance with our terms of sale.
Certain aspects of the Services may be provided for a fee or other charge. If you elect to use paid aspects of the Services, you agree to the terms of sale, pricing, payment and billing policies applicable to such fees and charges. dealNavi may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. You authorize dealNavi to charge your credit card for all fees and charges incurred in connection with your use of the Services, including dealNavi's fees, government fees, registered agent and other third party fees.
If you register with us, you may cancel your account at any time; however, there are no refunds for cancellation. In the event that dealNavi suspends or terminates your account or this terms of service, you understand and agree that you shall receive no refund or exchange for any dealNavi Content, any unused time or service on a subscription, any license or subscription fees for any portion of the Services, any content or data associated with your account, or for anything else.
You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
You agree your purchases and/or use of the Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by dealNavi or any of its affiliates regarding future functionality or features.
We protect your confidential information.
We care about the privacy of our Users. You can view our Privacy Policy at www.dealnavi.net/privacy.
"Confidential Information" means (a) for dealNavi, the Services and information and data related to the Services, (b) and information designated by the party disclosing Confidential Information ("Disclosing Party") as confidential when it is disclosed (and in the case of oral disclosures, summarized in a writing delivered to the party receiving Confidential Information ("Recipient") within thirty days of the initial disclosure) or that, due to the nature of the information, Recipient would clearly understand it to be confidential information of the Disclosing Party.
Confidential Information shall not include information that: (i) was or becomes generally known to the public through no fault or breach of these terms of service by Recipient; (ii) was rightfully in Recipient’s possession at the time of disclosure without restriction on use or disclosure; (iii) was independently developed by Recipient without use of the Disclosing Party's Confidential Information; or (iv) was rightfully obtained by Recipient from a third party not under a duty of confidentiality and without restriction on use or disclosure. Information you provide to dealNavi that is not Confidential Information (as defined below) will be treated in accordance with the dealNavi Privacy Policy.
Recipient will use the Confidential Information of the Disclosing Party solely for the purpose for which it is provided, will not disclose such Confidential Information to a third party, except on a need-to-know basis to its attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as restrictive as those contained herein, and will protect such Confidential Information from unauthorized use and disclosure to the same extent that it protects its own Confidential Information of a similar nature, but using no less than a reasonable degree of care.
Notwithstanding the foregoing, you expressly authorize dealNavi to use and process User Content as described in the dealNavi Privacy Policy, which, includes provision for delivering certain User Content in accordance with your use of the Services and sharing User Content with individuals who are authorized to view User Content or approve or sign documents in accordance with your use of the Services. Confidential Information will always remain the property of its owner.
If Recipient is required by law to disclose the Disclosing Party's Confidential Information, Recipient will give Disclosing Party prompt written notice before making the disclosure, unless prohibited from doing so by the legal or administrative process, and will cooperate with Disclosing Party to obtain where reasonably available an order protecting the Confidential Information from public disclosure.
You consent to have your personal data collected, used, transferred to and processed in the United States. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You agree that you provide your personal information and other data provided to dealNavi at your own risk.
Third party services.
The Services may refer you to or allow you to share information with third parties that are not owned or controlled by dealNavi, such as collaborators, applications, websites, information, advertisers, promotions, products, services, or other resources (collectively, the "Third-Party Services").
dealNavi does not endorse or assume any responsibility for any Third-Party Services. You access and use Third-Party Services at your own risk, and you understand that this Agreement and dealNavi’s Privacy Policy do not apply to your use of Third-Party Services. You expressly relieve dealNavi from any and all liability arising from your use of any Third-Party Services.
Additionally, your dealings with or use of Third-Party Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and those offering such Third-Party Services. You agree that dealNavi shall not be responsible for any loss or damage of any sort relating to your dealings with Third-Party Services.
If you have used the Services to share information or have otherwise consented to share information with a third party or if you have requested any Third-Party Service, you agree that we may share information that you consented to share with such third party or Third-Party Service or information that is necessary in order to fulfill your request for a Third-Party Service and that we may assist them with accessing such information and fulfilling your request.
You also acknowledge that information you share with a third party may be further shared or otherwise accessible in some cases, such as when you share information with an attorney or other collaborator who uses features of the Services enabling collaboration amongst their colleagues.
YOU INDEMNIFY US.
Except to the extent prohibited by law, you will indemnify and defend dealNavi and its affiliates, licensors, and suppliers, successors, and assigns, and their respective Representatives, affiliates, licensors, or suppliers, from and against any action, claim, damage, loss, liability, cost, or expense (including reasonable attorneys' fees) arising from or related to the access or use of the Services by you or through your User Account or any violation of these terms by you or through your User Account.
dealNavi retains the exclusive right to settle, compromise, and pay, without your consent, any claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you have indemnity obligations and you agree to cooperate with our defense of these claims. You agree not to settle, without our prior written consent, any matter for which you have indemnity obligations or in which we are named [as a defendant]. We will reasonably notify you of any matter for which you have indemnity obligations.
NO WARRANTY.
The Services are provided on an "as is" and "as available" basis. Use of the Services is at your own risk. To the maximum extent permitted by applicable law, the Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
No advice or information, whether oral or written, obtained by you from dealNavi or through the Services will create any warranty not expressly stated herein.
Without limiting the foregoing, dealNavi and its licensors do not warrant that the content is accurate, reliable or correct; that the Services will meet your requirements; that the Services will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Services are free of viruses or other harmful components. dealNavi has not investigated, and is not responsible for, the accuracy or completeness of any information provided in relation to the Services.
dealNavi accepts no responsibility for checking the accuracy of information, reports or data files submitted by you. You are solely responsible for retaining back-up copies of all information, photographs, content, and other materials you provide to dealNavi.
Any content downloaded or otherwise obtained through the use of the Services is downloaded at your own risk and you will be solely responsible for any damage to your computer system or loss of data that results from such download or your use of the Services.
dealNavi does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the dealNavi Services or any hyperlinked website or service, and dealNavi will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
LIMITATION OF LIABILITY.
To the maximum extent permitted by applicable law, in no event shall dealNavi or its affiliates, licensors, or suppliers be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that arise from or relate to the Services. Under no circumstances will dealNavi be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Services or your User Account or the information contained therein.
To the maximum extent permitted by applicable law, dealNavi assumes no liability or responsibility for (i) any errors, mistakes, omissions or inaccuracies of content; (ii) any personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Services; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Services; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Services by any third party; (vi) any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Services; and/or (vii) the defamatory, offensive, or illegal conduct of any third party.
dealNavi explicitly disclaims any and all liability and/or responsibility for any disclosure of information that may be deemed confidential by you or any third party. In no event shall dealNavi, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to dealNavi hereunder.
Except for dealNavi’s obligations with respect to your "confidential information" expressly set forth above, dealNavi explicitly disclaims any and all liability and/or responsibility for any disclosure of information that may be deemed confidential by you or any third party. In no event shall dealNavi, its affiliates, licensors, or suppliers be liable to you for any action, claim, damage, loss, liability, cost, or expense in an amount exceeding the amount you paid to dealNavi hereunder.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if dealNavi has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
dealNavi Services are directed to users in the United States.
The Services are controlled and operated from the United States. dealNavi makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States federal, state, and local laws and regulations, including import, export and re-export control laws and regulations.
You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.
This terms of service is assignable only by dealNavi.
This terms of service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be transferred or assigned by dealNavi without restriction.
Legal actions and proceedings are governed under Massachusetts law and heard in Massachusetts courts.
You agree that: (i) the Services shall be deemed solely based in Massachusetts; and (ii) the Services shall be deemed passive that do not give rise to personal jurisdiction over dealNavi, either specific or general, in jurisdictions other than Massachusetts. You expressly agree that your rights and obligations, this terms of service and any disputes shall be governed by and interpreted in accordance with the laws of the State of Massachusetts, excluding its choice of law rules. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any claim or dispute between you and dealNavi that arises in whole or in part from the Services shall be decided exclusively by a court of competent jurisdiction located in Suffolk County, Massachusetts, unless submitted to arbitration as set forth in the following paragraph.
Limited arbitration rights.
For any claim (excluding claims for injunctive or other equitable relief) under this terms of service where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The alternative dispute resolution provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Notification procedures.
dealNavi may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by dealNavi in our sole discretion. dealNavi reserves the right to determine the form and means of providing notifications to our users. dealNavi is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add edouard@dealnavi.com to your email address book to help ensure you receive email notifications from us.
This is our entire agreement and if any portion is deemed invalid, the remaining provisions are valid.
This agreement, together with any amendments and any additional agreements you may enter into with dealNavi in connection with the Services, shall constitute the entire agreement between you and dealNavi concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
No waiver of any term of this terms of service shall be deemed a further or continuing waiver of such term or any other term, and dealNavi's failure to assert any right or provision under this terms of service shall not constitute a waiver of such right or provision.
Additional matters concerning transactions conducted by users through the dealNavi Services.
dealNavi does not sell, nor does it offer to sell, any securities. No information provided through the Services is intended to constitute, nor shall it be interpreted as, any such sale or offer to sell.
dealNavi is not a registered security broker or dealer and is not regulated under the securities laws. Any company, investor or other user who uses the Services in connection with a potential transaction does so at its own risk and is solely responsible for conducting its own legal, accounting and due diligence review.
dealNavi recommends that all companies and investors who use the Services seek legal counsel to review compliance with applicable federal, state and/or foreign securities laws and regulations, as well as the counsel of regulatory, tax and accounting advisors as applicable.
In connection with any transaction involving securities, each user is required to assure compliance with all applicable securities laws and regulations. Any investor who intends to utilize the Services must be an accredited investor under United State securities laws, and it is your responsibility to verify such. A general solicitation or advertisement may result in the loss of an applicable securities law exemption.
All materials on this site are strictly for informational purposes only. dealNavi has not investigated, and is not responsible for, the accuracy or completeness of any information provided through the Services.