Terms of Service

Acceptance of the Terms of Service

Last Modified: October 22, 2026

All Services, as defined below, purchased from Resource Navigation, LLC, a Delaware limited liability company (“ResNav”), by a customer (the “Customer”) pursuant to an Ordering Document, as defined below, shall be governed by these terms of service (the “Terms of Service”), which, together with one or more Ordering Document(s), shall constitute the entire agreement between the parties (the Terms of Service, Ordering Documents, and any other terms or agreements referenced therein, collectively, the “Agreement”) unless otherwise agreed to in a signed writing.

1. Services and Support

1.1 Services Generally.  Subject to the terms of this Agreement, ResNav will provide Customer the Services described in one or more order forms, statements of work, or similar documents, including but not limited to clickwrap agreement forms (each, an “Ordering Document”) entered into by ResNav and Customer that reference these Terms and Conditions, on the terms and conditions of this Agreement (including, for the avoidance of doubt, the terms and conditions contained in such Ordering Document) (“Services”). To the extent Customer has chosen particular Services through ResNav’s self-service functionality within the Services, the “Ordering Document” shall be comprised of the self-service selections and associated pricing made by Customer using the functionality within the Services, in connection with such self-service selections, in each case with respect to the specific Services offerings for which Customer has subscribed. 

1.2 Implementation. ResNav will perform certain implementation services if and to the extent expressly set forth in an Ordering Document executed either, by signature by an which may consist of tasks outlined in your “Ordering Document” (the “Implementation Plan”). Each of ResNav and Customer will fulfill its respective obligations with regard to the Implementation Plan and will cooperate with the other to permit the timely performance thereunder. Customer expressly acknowledges and agrees that ResNav’s obligations under the Implementation Plan are contingent upon Customer’s timely performance of its obligations, Customer’s reasonable cooperation and any assumptions included in the Ordering Documents or otherwise communicated by ResNav to Customer. Customer shall be responsible for any fee that set forth on the Ordering Document for the execution of the Implementation Plan by ResNav prior to ResNav commencing any Implementation or Services unless expressly agreed otherwise by ResNav in writing. For the avoidance of doubt, ResNav shall not, and shall have no responsibility to Customer to, perform any Implementation or other services until the fees for the Implementation Plan are received by ResNav in full.  Any changes to the scope of the Implementation Plan shall become effective only upon the execution of a written amendment by authorized representatives of ResNav and Customer.

1.3 Suspension. ResNav may suspend Customer’s access (including all access by any Authorized User) to the Services in whole or in part if Customer or Authorized User breaches this Agreement or if Customer’s or any Authorized User’s actions risk harm to ResNav or other customers or the security, availability or integrity of the Services. Where practicable, ResNav will use reasonable efforts to provide Customer with prior notice of the suspension. Once Customer resolves the issue requiring suspension, ResNav will promptly restore Customer’s access to the Services.

2. Customer Restrictions and Responsibilities

2.1 Access. The Services may only be accessed by employees, representatives, or downstream customers (to the extent permitted under an Ordering Document) of Customer authorized by Customer (“Authorized Users”) who (i) have established a valid password and username (“Credentials”) and (ii) have agreed to abide by the restrictions as set forth in this Section 2 of this Agreement.

    • Customer may designate one or more Authorized Users (each an “Administrator”) who shall have the authority on Customer’s behalf to create, modify, suspend, remove, and manage Authorized User accounts; assign and revoke access rights, permissions and roles; configure account settings; and otherwise administer Customer’s use of the Services. Customer acknowledges that Administrators may access, disclose, view, modify, or request deletion of Customer Data and information available through the Services as permitted by the functionality of the Services and the permissions granted by Customer. Customer is solely responsible for selecting Administrators, determining the scope of their authority, and monitoring their activities within the service.
    • ResNav shall bear no responsibility or liability arising out of or relating to any act or omission of an Administrator or Authorized User, including any unauthorized disclosure, modification, deletion, transmission, corruption, or loss of Customer Data; any granting, revocation, or modification of permissions or access rights; any creation, suspension, or termination of user accounts; or any instructions provided by an Administrator or Authorized User to ResNav. All such acts and omissions shall be deemed acts and omissions of Customer for purposes of this Agreement.
    • Customer shall be solely responsible for: (a) all credentials established by or on behalf of Customer, its Administrators, and any Authorized User; (b) verifying the identity of each Authorized User and Administrator and validating use of Credentials by each Authorized User and Administrator; (c) managing permissions and access rights granted to Authorized Users and Administrators; and (d) monitoring Administrator and Authorized User access to the Services to ensure that only those permitted to access and use the Services do so. Customer shall institute contractual, technological and/or functional procedures and processes as necessary to monitor use of Credentials and to protect and require Authorized Users and Administrators to protect their Credentials.
    • As between ResNav and Customer, Customer shall assume all responsibility and liability with respect to access and use of the Services by or on behalf of Customer and all Authorized Users, whether or not such access is a result of compromised, lost, or stolen Credentials, including ensuring compliance with all of the obligations and restrictions set forth in this Agreement and with applicable law. Customer shall promptly inform ResNav of any unauthorized use of the Services or breach of this Agreement or applicable law by Customer or any of its Authorized Users.

2.2 Use Restrictions. Customer shall not and shall not permit its Authorized Users to: (a) copy, modify, or reverse-engineer the Services; (b) use the Services to violate any law or third-party rights; (c) permit unauthorized third parties to access or use the Services; (d) access the Services for purposes of monitoring its availability, performing any technical security integrity review, penetration test, load test, denial-of-service simulation or vulnerability scan, or performing any benchmarking or competitive services; or (e) otherwise use the Services in any manner that exceeds the scope of use permitted under this Agreement. This Agreement does not grant Customer or any of its Authorized Users (a) any right to reproduce, modify, distribute, or publicly display or perform the software included in the Service, or (b) any other right to the Service not specifically set forth herein.

2.3 Compliance.  Customer represents and warrants that Customer will use the Services and will ensure that use of the Services by or on behalf of Customer and Authorized Users is, in compliance with this Agreement, the Acceptable Use Policy, and all applicable laws, rules and regulations.

2.4 Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and related information, and the like (collectively, “Requisites”). Customer shall also be responsible for the Requisites in all respects, including maintaining the security of the Requisites.

3. Information and Data

3.1 Customer Data. Customer retains all rights to its own data, in any form, format, or media, submitted, transmitted, or uploaded to the Services by or on behalf of Customer (“Customer Data”). Customer is solely responsible for the accuracy, completeness, validity, authorization for use (including transmission) and integrity of all Customer Data, regardless of form or format. During the term of this Agreement, During the term of this Agreement, ResNav will access and use Customer Data reasonably as necessary to provide the Services and in accordance with a Data Protection Agreement between the parties as specified on the relevant Ordering Document, if any (“DPA”) the Privacy Policy as specified on the relevant Ordering Document, if any. ResNav will maintain appropriate technical and organizational measures designed to protect Customer Data from unauthorized use or disclosure as set forth in the relevant DPA. Customer acknowledges and agrees that (i) Customer will be required to provide certain Customer Data to the Services to enable their operation, and (ii) the Services are designed to act on direction given to it by or on behalf of the Customer, and that Customer is solely responsible for such direction and the results thereof.  Customer represents and warrants that Customer has the right to provide all Customer Data to ResNav, and has obtained all necessary consent where applicable, including the consent of any applicable agent of Customer (such as an employee), for the Services to capture such data as the Services capture and to perform such actions as the Services may perform.

3.2 Third Party Integration. Customer or Authorized User may choose to use features within (i) any website, mobile applications and other online platform owned or operated by ResNav, or (ii) the consulting, compliance, management and other services ResNav provides, including, without limitation, those that are provided through or accessible from our Sites (collectively, our “Services”), that involve integration with Third-Party Platforms and may enable data exchange between the Services and the applicable Third-Party Platform. “Third-Party Platform” means any platform, add-on, service or product provided by any third party that Customer elects to integrate or enable for use with the Services, including your own systems, software, or infrastructure. Upon electing to use any Third-Party Platforms, the use and maintenance of data by any such Third-Party Platform is subject to your agreement with the Third-Party Platform provider. Upon electing to use any Third-Party Platforms, the use and maintenance of data by any such Third-Party Platform is subject to your agreement with the Third-Party Platform provider.

4. Intellectual Property

4.1 ResNav IP. Customer expressly agrees that ResNav does and shall own and retain all right, title and interest in and to (a) the Services and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services, implementation services or support, including any of the foregoing developed by ResNav to connect to or receive Customer Data from any Customer System, and (c) all intellectual property rights related to any of the foregoing. Nothing contained herein shall be construed as granting Customer any rights in or to the Services, other than the right to use the Services as expressly stated herein.

4.2 Feedback.  The parties acknowledge and agree that ResNav may solicit and Customer may provide to ResNav suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Services (the “Feedback”).  Customer hereby grants to ResNav a nonexclusive, perpetual, irrevocable, royalty-free, right and license to disclose, use and incorporate the Feedback for any lawful purpose.

5. Confidentiality

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of ResNav includes information regarding features, functionality and performance of the Services.  Confidential Information of Customer includes Customer Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information and (iii) to notify the Disclosing Party promptly and in writing of the circumstances surrounding any suspected possession, use or knowledge of any such Confidential Information or any part thereof at any location or by any person or entity other than those authorized by this Agreement.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public without a breach by the Receiving Party of the terms of this Agreement, (b) was in its possession or known by Receiving Party prior to receipt from the Disclosing Party, (c) was rightfully disclosed to Receiving Party without restriction by a third party, or (d) was independently developed by Receiving Party without use of or reference to any Confidential Information of the Disclosing Party.  The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent required by a court or other governmental authority, provided that the Receiving Party promptly notifies the Disclosing Party of the disclosure requirement and cooperates with the Disclosing Party (at the latter’s expense and at its request) to resist or limit the disclosure.

6. Fees and Payment

6.1 Fees Generally. Fees are specified in the applicable Ordering Document (the “Fees”). Unless otherwise stated in the Ordering Document, ResNav will invoice Customer in accordance with the Ordering Document and all undisputed fees are due net thirty (30) days from the date of invoice. Overdue payments may incur interest at the lesser of 1.5% per month or the maximum allowed by law. If Customer fails to pay ResNav any undisputed amount when such amount is due, Customer shall be deemed in material breach of this Agreement, and ResNav may suspend or terminate the Service upon written notice to Customer. The parties will use good faith efforts to resolve any disputed fees without undue delay.

6.2 Method of Payment.  ResNav may use a third-party payment service to bill Customer through an online account. By submitting payment account information, Customer grants ResNav the right to store and process such information with the third-party payment service and agrees that ResNav will not be responsible for any failures of the third-party, including any failures to adequately protect such information. The processing of payments will be subject to the terms, conditions and privacy policies of such third-party payment service in addition to this Agreement. ResNav may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by ResNav thirty (30) days after the mailing date of the invoice.

6.3 Fees are Absolute. Customer will pay ResNav all fees in accordance with the provisions of this Agreement. All amounts due under this Agreement are non-cancelable and are an absolute commitment. Notwithstanding the foregoing, if this Agreement is terminated for cause, ResNav, in their may refund fees in ResNav’s sole and absolute discretion.

6.4 Audit. During the term of this Agreement and for a period of two years thereafter, Customer agrees that ResNav may audit all relevant Customer Data for the sole purpose of determining Customer’s compliance with the obligations of this Agreement and may hire a third-party to exercise this right.  ResNav shall not conduct such an audit more than once in any twelve (12) month period.  Any such audit will be conducted during regular business hours, after reasonable notice, and in a manner that will not unduly interfere with Customer’s normal business practices.  Customer will provide all reasonable assistance and cooperation that ResNav may request during any audit.  Customer will promptly pay ResNav the full amount of any underpayment revealed by an audit, and if such amount represents an underpayment of five percent (5%) or more during the audit period, Customer shall promptly reimburse ResNav for the reasonable cost of such audit. 

6.5 Taxes. All amounts payable to ResNav under this Agreement are exclusive of any taxes and other charges imposed by any federal, state, local, or other governmental entity (except those taxes due on ResNav’s net profit).  Customer shall be responsible for, and if necessary, reimburse ResNav for any such taxes and charges, except for taxes based on ResNav’s net income. 

7. Representations and Warranties

7.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that:

  • it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;
  • it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement;
  • the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and
  • when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

 

7.2 ResNav Warranties. ResNav represents, warrants, and covenants that ResNav will perform the Services in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement.  

7.3 Customer Warranties: Customer warrants that:

  • it has and will collect the Customer Data, and transfer the Customer Data to ResNav for processing by provider, in accordance with this Agreement and in compliance with all applicable laws, including, without limitation, laws on privacy, security, and disclosure of personal information;
  • it has and will obtain such consents and authorizations as are required by applicable law for ResNav to access and process the Customer Data as authorized by this Agreement and the DPA; and
  • it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.

 

7.4 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 7.1 AND 7.2, THE SERVICES ARE PROVIDED “AS IS”. RESNAV SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, RESNAV MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

8. Security

ResNav shall notify Customer within forty-eight (48) hours of any material unauthorized use of the Services by an unauthorized person or entity that affects the security of the Customer’s Confidential Information and that is known to ResNav.  The parties shall reasonably assist each other in investigating such unauthorized act and take such action as is reasonably necessary to prevent the continuation or recurrence thereof.

 

9. Availability

ResNav shall use commercially reasonable efforts consistent with industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by ResNav or by third-party providers, or because of other causes beyond ResNav’s reasonable control.  ResNav shall use reasonable efforts to provide advance notice in writing (including posting of the such outage on its website at https://resnav.statuspage.io or any successor, website) or by e-mail of any scheduled service disruption. ResNav does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.  

10. Indemnification

10.1 By ResNav. ResNav will defend, indemnify and hold harmless Customer, its officers, directors, employees and consultants (each a “Customer Indemnitee”) against any third party claim, suit, proceeding or regulatory action (each, a “Claim”) resulting from any assertion by a third party that Customer’s use of the Services (excluding Customer Data) (a) infringes any copyright, moral right, trade secret, trade or service mark, or North-American or European patent; or (b) resulting from personal injury or physical property damage caused by ResNav’s employees or representatives. ResNav may, at its expense and discretion, attempt to resolve the Claim by: (i) modifying the Service to avoid the alleged infringement; (ii) obtaining a license to permit Customer’s use of the Service as contemplated by this Agreement; or (iii) terminating the Customer’s access to, and use of, the Service and giving Customer a refund for any subscription fees paid for the Service for the remainder of the then-effective term.  Customer will cooperate fully with ResNav in the implementation of any above-described resolution.  ResNav will have no liability in connection with any Claim to the extent it is based on the combination of the Service with third party products, data or business processes or any use of the Service in violation of the terms of this Agreement.The foregoing obligation does not apply to the extent the alleged infringement arises from:

  1. Customer Data or third-party materials introduced to the Services through Customer Data;
  2. Access or use of the Services in combination with any materials or services not provided by ResNav, unless expressly permitted by ResNav in writing;
  3. Modification of the Services other than (i) by or on behalf of ResNav; or (ii) with ResNav’s written approval in accordance with ResNav’s written specification;
  4. Failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of ResNav; or
  5. Act, omission, or other matter described in 10.2 (a) – (d), whether or not the same results in any action against or losses by any ResNav Indemnitee.

 

10.2 By Customer. Customer will defend, indemnify and hold harmless ResNav, its officers, directors, employees, contractors, agents, licensors, suppliers, and successors and assigns, and consultants (each a “ResNav Indemnitee”) against any Claim, liability, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees), resulting from any action arising out of:

  • Customer’s use of the Service in violation of this Agreement or applicable law;
  • Customer Data including any processing of Customer Data by or on behalf of ResNav in accordance with this Agreement;
  • Any other materials or information (including documents, data, specifications, software, content, or technology provided by or on behalf of Customer or any Authorized User, including ResNav’s compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by ResNav;
  • Customer’s breach of the warranty set forth in Section 7; or
  • Gross negligence or more culpable act or omission (including recklessness or misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with this Agreement.

10.3 Indemnification Procedure. As a condition of the obligations set forth in this Section, a party entitled to indemnification under this Agreement (the “Indemnified Party”) will provide prompt written notice of the applicable Claim to the other party (the “Indemnifying Party”). The Indemnifying Party may assume control of the defense and shall employ counsel reasonably acceptable to the Indemnified Party to handle and defend the same at Indemnifying Party’s expense The Indemnified Party may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing..  The Indemnifying Party shall not settle any action in any manner that adversely impacts the rights of the Indemnified Party without the Indemnified Party’s written consent, which shall not be unreasonably withheld or delayed.

11. Limitation of Liability

11.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL RESNAV, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE TO THE CUSTOMER  FOR ANY LOSS OF PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE (COLLECTIVELY, “INDIRECT DAMAGES”) OF ANY KIND WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE OR SERVICES PROVIDED HEREUNDER UNDER ANY LEGAL THEORY, EVEN IF THE CUSTOMER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR HAD OTHER REASON TO KNOW OR IN FACT KNEW OF THE POSSIBILITY THEREOF. 

11.2   Liability Cap.  Except for Excluded Claims, ResNav’s entire liability arising out of or related to this Agreement will not exceed in aggregate the amount of Fees paid or payable by Customer to ResNav. during the twelve (12) months prior to the act or omission giving rise to the claim.

Excluded Claims. “Excluded Claims” means: (a) Customer, Aministrator, or Authorized User’s breach of Sections 2.2, 2.3, or 3.1 or (b) amounts payable under Section 10.

11.3 Allocation of Risk. The parties agree that the fees and the provisions of this Section 11 reflect an agreed-to allocation of risks and limitation of liability.  The limitations, exclusions and disclaimers contained in this Agreement apply to the maximum extent permitted by applicable law, even if any remedy fails in its essential purpose.

12. Artificial Intelligence

ResNav may use artificial intelligence, machine learning, and similar technologies in the operation of its business and in the development and provision of the Service generally, provided that ResNav shall not use artificial intelligence or machine learning systems to process Customer Data without Customer’s prior written consent. If you are an Express customer, you do consent to our use of AI to help guide and map your legacy data and documents, so you can quickly organize and protect your workforce history.  For clarity, this Section does not require Customer consent for ResNav’s use of artificial intelligence or machine learning tools that do not access Customer Data, including, without limitation, use for internal engineering, productivity, security, support operations, or product development purposes.

13. Sub processors and Infrastructure

ResNav may engage third-party service providers, subprocessors, and infrastructure providers (including, without limitation, cloud infrastructure providers such as Microsoft Azure, Amazon Web Services, and Google Cloud) in the operation of the Service, add, remove, or replace such subprocessors, and make changes to its systems, infrastructure, and architecture, in each case without Customer’s prior consent, provided that ResNav remains responsible for the performance of its obligations under this Agreement and any such changes do not materially diminish the security or functionality of the Service. Nothing in this Section relieves ResNav of its obligation under Section 10 to obtain Customer’s prior written consent before using artificial intelligence or machine learning systems to process Customer Data.

14. Term and Termination

This Agreement begins on the effective date of the applicable Ordering Document or Express Account Set-up and continues until expiration or termination in accordance with the applicable Ordering Document or this Agreement (the “Term”). Either party may terminate an applicable Ordering Document or this Agreement for material breach by the other party with thirty (30) days’ prior written notice if the breach is not cured during such notice period. Upon expiration or termination, Customer’s access to the Service will cease. Sections 3 (with respect to Customer Data return/deletion), 5,6 (with respect to amounts accrued prior to termination), 7, 10, 11, 12, 13, and 15 shall survive termination of this Agreement. Failure to specifically identify a provision as surviving termination shall not prevent such provision from surviving if, by its nature, purpose, or context, it is intended to survive.

15. General

15.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in New Castle County, Delaware, and each party consents to the personal jurisdiction of such courts. The prevailing party in any court or arbitration proceeding shall be entitled to recovery of its reasonable attorneys’ fees and costs.

15.2 Arbitration. At ResNav’s sole discretion, it may require Customer to submit any disputes arising from these Terms of Service, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination to final and binding arbitration under the Rules of Arbitration of the Americal Arbitration Association applying Delaware Law.

15.3 Assignment. Neither party may assign this Agreement without the other party’s prior written  consent (not to be unreasonably withheld or delayed); provided, however, that either party may assign this Agreement, in whole or in part, without the other party’s consent to an affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, change of control, or sale of all or substantially all of its assets or equity. Any attempted assignment in violation of this Section is void.

15.4 No MFN; No Source Code Escrow; No Exclusivity. Nothing in this Agreement grants Customer any most-favored-customer or most-favored-pricing rights, any right to source code or source code escrow, or any exclusivity, non-compete, or non-solicitation commitment from ResNav. ResNav is free to provide products and services to any other customer, including competitors of Customer.

15.5 Severability. If any provision of this Agreement is held invalid or unenforceable, it will be severable, and the remainder of this Agreement will not be affected.

15.6 Headings. Headings and captions are for reference only and shall not affect interpretation.

15.7 Independent Contractors. The parties’ relationship hereunder is that of independent contractors, and nothing herein will constitute or create a general agency, joint venture, partnership, employee relationship, or franchise between the parties.

15.8 Notices. Except as otherwise expressly provided, any written notice required by this Agreement must be delivered to the address of the parties set forth on the applicable Ordering Document, or to such other address as one party notifies the other in writing. Notices may be provided by (a) a nationally or internationally recognized courier service that provides evidence of delivery or (b) certified mail, return receipt requested.

15.9 Entire Agreement. This Agreement is the entire agreement between the parties regarding the Service and supersedes all prior agreements between the parties. To the extent of any conflict between this Agreement and the Ordering Document, the terms of the Ordering Document shall prevail unless otherwise expressly stated therein.

15.10. Amendments; Waiver. Any amendments, modifications or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by ResNav Nonetheless, with notice to Customer, ResNav may modify any policies referenced herein to reflect new features or changing practices, but the modifications will not materially decrease ResNav’s overall obligations during a Term. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by ResNav; any of these Customer documents are for administrative purposes only and have no legal effect.  The waiver by either party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party. 

15.11 Updates. These Terms of Service may be updated by ResNav from time to time (the Terms of Service, as updated, the “Updated Terms”) by delivering notice of the revised Terms of Service to the Customer by notification within the service; Updated Terms shall be deemed accepted by Customer by continued use of the Services. From and after the date of notice of the Updated Terms, upon any renewal of any Ordering Document, or if Customer enters into a new Ordering Document, then all Ordering Documents then in force between Customer and ResNav shall at such time automatically and without further action be governed by (and Customer shall be bound by) the Updated Terms.

15.11. Priority of Documents. To the extent there is any conflict or controversy between the terms of these Terms and Conditions and any Ordering Document, the terms of the Ordering Document will prevail, except as specifically stated otherwise in the Ordering Document, and except to the extent that the Ordering Document provides that the Terms and Conditions shall control.

15.12. Force Majeure. In no event will ResNav be liable or responsible, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of the Agreement, when and to such extent that such failure or delay is caused by circumstances beyond Provider’s reasonable control including but not limited to, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster. In the event of any failure or delay caused by a Force Majeure event, ResNav shall provide written notice to Customer as soon as reasonably possible stating the time period the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such event.