Legal - Terms & Conditions - Naviti Management

Legal Disclaimer NDA & Service Agreement

Information Not Warranted or Guaranteed:
The official Naviti Management website and all pages linked to it or from it, are PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. NAVITI AFFLILIATES MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY INFORMATION OR USE OF INFORMATION CONTAINED IN THE WEBSITE, OR LINKED FROM IT OR TO IT.

Naviti Management does not warrant or guarantee the accuracy, adequacy, quality, currentness, completeness, or suitability of any information for any purpose; that any information will be free of infection from viruses, worms, Trojan horses or other destructive contamination; that the information presented will not be objectionable to some individuals or that this service will remain uninterrupted.

No Liability:
Naviti Management, its agents or employees shall not be held liable to anyone for any errors, omissions or inaccuracies under any circumstances. The entire risk for utilizing the information contained on this site or linked to this site rests solely with the users of this site.

Terms of Service
Please carefully review these Terms of Service (“Terms”) before using the Naviti Management service (the “Service”) or by Naviti Affiliates (“us,” “we,” or “our”).

Your access to and use of the Service are subject to your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who intend to access or use the Service.

By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of these terms, you do not have permission to access the Service.

Business to Business
When using the Naviti Management service, you represent that you are either a project management affiliate or a self-declared accredited investor. We offer specific services exclusively to represented businesses and professionals.

Communications
By creating an account on our service, you consent to receive newsletters, marketing materials, promotional content, and other information from us. However, you can choose to opt out of receiving any or all of these communications by following the unsubscribe link or instructions provided in any email we send.

Subscriptions
Certain parts of the Service may be billed on a subscription basis (“Subscriptions”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set on a monthly basis. As of April 3, 2024, there are no paid services like this, but if any are established, we reserve the right to modify these Terms of Service accordingly and at our discretion.

Fee Changes
Naviti Management, at its sole discretion and at any time, may adjust the fees for any services or subscriptions that may be developed in the future.

Content
Our Service may allow you to post, link, store, share, and otherwise make available certain information, text, graphics, videos, or other materials (“Content”). You are responsible for the Content you post on or through the Service, including its legality, reliability, and appropriateness. Please know the content you post is only available to our company and its agents. Other users of this site will never be afforded your information unless your expressed written consent is delivered to us.

By posting Content on or through the Service, you represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.

Content Guidelines
Users are prohibited from posting Content that promotes hatred, racism, or the demonization of any minority group.
Divisive or political Content is not allowed.
Naviti Management reserves the right, at its sole discretion, to remove user Content for any reason or no reason.
Your Rights and Responsibilities
You retain all rights to any Content you submit, post, or display on or through the Service.
It is your responsibility to protect those rights.
We assume no liability for Content posted by you or any third party.
By posting Content using the Service, you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service.
-- We will never share or sell the information of our users outside the normal course of duties per the systems and methods used to facilitate the effort(s) we (you and us) are tasked with and assigned duties to accomplish our shared goals.
Monitoring and Editing
Naviti Management has the right (but not the obligation) to monitor and edit all Content provided by users.
Content Ownership
Content found on or through this Service belongs to Naviti Management or is used with permission.
You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content (in whole or in part) for commercial purposes or personal gain without express advance written permission from us.
Account Responsibilities
When creating an account, you guarantee that you are above the age of 18.
Ensure that the information you provide is accurate, complete, and current.
Inaccurate, incomplete, or obsolete information may result in immediate account termination.
Maintain the confidentiality of your account and password.
Notify us immediately of any security breaches or unauthorized account use.
Username Restrictions
Do not use the name of another person or entity unless lawfully available for use.
Offensive, vulgar, or obscene usernames are not allowed.
Intellectual Property
The Service, its original content (excluding user-provided Content), features, and functionality are the exclusive property of Naviti Management and its licensees/licensors.
Our trademarks and trade dress may not be used without prior written consent from Naviti Management.
Links to Other Web Sites
Our Service may contain links to third-party websites or services that are not owned or controlled by Naviti Management.

Naviti Management LLC, also doing business as Naviti Affiliates, has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not endorse or warrant the offerings of any of these entities or individuals or their websites.

You acknowledge and agree that Naviti Management shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

Termination
We reserve the right to terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you may simply discontinue using the Service.

All provisions of the Terms that, by their nature, should survive termination shall do so, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Indemnification
You agree to defend, indemnify, and hold harmless Naviti Management LLC, also doing business as Naviti Affiliates, and its licensees and licensors, as well as their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of:

a) Your use and access of the Service, by you or any person using your account and password. b) A breach of these Terms. c) Content posted on the Service.

Limitation of Liability
In no event shall Naviti Management, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from:

i) Your access to or use of, or inability to access or use, the Service. ii) Any conduct or content of any third party on the Service. iii) Any content obtained from the Service. iv) Unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Disclaimer
Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance.

Naviti Management LLC, also doing business as Naviti Affiliates, its subsidiaries, affiliates, and licensors do not warrant that:

a) The Service will function uninterrupted, secure, or available at any particular time or location. b) Any errors or defects will be corrected. c) The Service is free of viruses or other harmful components. d) The results of using the Service will meet your requirements.

Exclusions
Some jurisdictions may not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages. Therefore, the limitations above are applied. Furthermore, by joining this enterprise, you formally accept these terms as applicable to all participants.

Governing Law
These Terms shall be governed and construed in accordance with the laws of Wyoming, United States, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding the Service.

No-Damages Clause
Both parties agree that Naviti Management LLC, also doing business as Naviti Affiliates, shall in no way be liable for incidental or consequential damages of any kind.

Binding Arbitration and Class Action/Jury Trial Waiver
This Arbitration Provision applies to all Users except Users located outside of the United States and its territories. In the unlikely event the parties are unable to resolve a Claim within 90 days of the receipt of the applicable Notice, you, Naviti Management LLC, also doing business as Naviti Affiliates, and other Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from The American Arbitration Association. The Parties do not authorize, consent to, and hereby specifically preclude class action arbitration. Judgment on the arbitration award may be entered in any court of competent jurisdiction in Delaware. Any arbitration proceeding shall be venued in Wyoming, excluding any other venue. Each Party hereby submits to the exclusive jurisdiction of such arbitration venue and waives any claim that any such proceeding has been brought in an inconvenient forum or that the venue of that proceeding is improper. The costs of arbitration and attorney fees will be shared equally by both parties. Both parties agree that any award from an arbitrator shall not exceed $500.

Not Intended for EU Residents and Citizens
Naviti Management is not intended for use by residents or citizens of the European Union. Please do not use the website if you are an EU citizen or resident.

MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”) is effective upon an affiliate referral partner and/or a potential investor upon signing up for Naviti Management, or the Naviti Affiliate affiliate program.

This agreement herein between Naviti Management LLC., a Wyoming Limited Liability Corporation with a mailing address at
Three Parkside, 473 E. Carnegie Dr, Ste 200, San Bernardino, California, CA 92408 ("Naviti Management”)
and the party stipulating their legal agreement in executing the request to join the Naviti Management affiliate program.

This agreement is effective upon the party executing same as well as any party they are associated with when sharing information herein by and between these parties. Effectively the "Counter Party" and their legal associates wre to be referred to as the Counter Part throughout the remainder of this document.

Naviti Management and Counter-Party are collectively referred to as the "Parties" and individually as "Party".

RECITALS

WHEREAS, the Parties have determined that the disclosure and examination of certain confidential and
proprietary information is necessary to their continued discussion and evaluation of a possible business
arrangement (the “Purpose”). For purposes of this Agreement, the party disclosing “Confidential Information”,
as hereafter defined, is referred to as the “Disclosing Party” and the party receiving Confidential Information is
referred to as the “Receiving Party”; and

WHEREAS, the Parties have agreed that their respective Confidential Information will be treated pursuant to the
terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and obligations hereinafter set forth, the Parties
hereto hereby agree as follows:

As used in this Agreement, the term “Confidential Information” shall mean all non-public information, oral,
written and electronically generated, and/or products of which either Party becomes aware of as a result of
or in the course of discussions regarding the Purpose including, but not limited to, trade secrets, know how,
inventions, improvements, techniques, research and development data and specifications, financial, sales
and marketing plans and data, technical data, drawings, photographs, process information, samples,
equipment, specifications, designs, apparatus, inventions, improvements and/or discoveries, whether or not
legally protectable, and the like, which (i) should be and may be disclosed in writing and identified as confidential at the time of such disclosure; (ii) is disclosed orally or shared electronically whether by protected information behind a log-in wall online or via electronic SMS, email, text or telephone being assumed as confidential at the time of such disclosure until specific written release is obtained by either party (iii) consists of information
and/or products which a reasonable person in the position of the Receiving Party would reasonably consider,
under the facts and circumstances of such disclosure, to be of a confidential nature. The term "Confidential Information" shall not include any information that: (i) is, at the time of the disclosure, in the public domain or available to the public or enters the public domain
at a later date by becoming available to the public through no fault of the Receiving Party; (ii) Receiving Party can demonstrate by competent documentary proof was in its possession or knowledge,
without obligation of confidentiality, before disclosure by the Disclosing Party; (iii) is disclosed at any time to the Receiving Party by a third party who is not under a duty of confidentiality
to the Disclosing Party; or (iv) Receiving Party can demonstrate by competent documentary proof was developed by or for the
Receiving Party independent of, and without reference to, the Confidential Information being disclosed
under this Agreement.
Each Receiving Party shall not disclose, use, duplicate or otherwise misappropriate any Confidential
Information (except in furtherance of the Purpose), shall not reverse-engineer any Confidential Information,
and shall keep confidential and not disclose any Confidential Information to anyone unless the Disclosing
Party has, in its sole discretion, previously and expressly consented to such use, duplication or disclosure in
writing. Receiving Party may disclose such Confidential Information to those employees and affiliated or
related entities of Receiving Party on a need to know basis solely in furtherance of the Purpose, provided
that all such employees and/or affiliated or related entities are advised of their obligations to protect
Disclosing Party's interests, which obligations shall be identical to Receiving Party's under this Agreement.
Without limiting any of the foregoing, each Party agrees to protect the other Party's Confidential Information
with at least the same degree of care as it exercises to protect its own highly confidential information of like
character, but in no event less than reasonable care. Each Party agrees that the Confidential Information
shall not be made available (including the fact that discussions are taking place) to any other person or group
(including customers or suppliers of either Party hereto) for any other purpose whatsoever without the prior
written consent of the Disclosing Party. Further each Party agrees to use the Confidential Information only
in furtherance of the Purpose, and specifically agrees not to use the Confidential Information to gain a
competitive advantage in the marketplace.
Notwithstanding Section 2 herein, a Receiving Party may produce or disclose Confidential Information if
and to the extent required pursuant to applicable laws, regulations or court order, provided the Receiving
Party has given the Disclosing Party prior written notice so that the Disclosing Party may seek a protective
order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If such
protective order or other remedy is not obtained, or the Disclosing Party waives compliance with the
provisions of this Agreement, the Receiving Party shall furnish only that portion of the Confidential
Information which the Receiving Party is legally required to disclose and shall exercise its reasonable efforts
to obtain reliable assurance that confidential treatment shall be accorded the Confidential Information.
The Parties acknowledge and agree that: (a) All Confidential Information disclosed by or belonging to each Disclosing Party is and shall remain
the exclusive and valuable property of that Disclosing Party or an affiliated or related entity; (b) Receiving Party does not hereby obtain any license or other interest in or intellectual property right to
Confidential Information disclosed by or belonging to the Disclosing Party or the subjects thereof; and (c) Upon Disclosing Party’s written request, Receiving Party shall promptly deliver to Disclosing Party
all products, components and equipment provided by Disclosing Party hereunder, as well as all records or
other things containing or embodying Disclosing Party's Confidential Information within its possession or
control which was delivered or made available to each Receiving Party or, on the Disclosing Party’s written
request, provide a corporate officer’s written certification that all such Confidential Information has been
destroyed.
(a) The Parties agree that if a Party, or an affiliate or related entity thereof, breaches, or is likely to breach,
this Confidentiality Agreement, the other Party shall be entitled to temporary and/or permanent injunctive
relief and/or an order for specific performance from any court of competent jurisdiction (without the
necessity of posting any bond, which is hereby waived). Both Parties acknowledge that a violation or
threatened violation of this Confidentiality Agreement by a Party or any affiliates or related entities of that
Party will result in irreparable and continuing damage for which a remedy by law would be inadequate and specifically agree not to oppose such relief on the grounds that there is an adequate remedy at law. If the
Party against which injunctive relief is sought under this subsection claims that disclosure was or is
permitted hereunder, that Party must present clear and convincing evidence that such exception applies. (b) Each Party acknowledges that the restrictions on the use, duplication and disclosure of the Confidential
Information owned or disclosed by the other Party as set forth herein are reasonable to protect the latter’s
business interests. Since unauthorized disclosure of Confidential Information would cause irreparable harm,
if the Receiving Party breaches any of its obligations hereunder, the Disclosing Party shall be entitled to
seek equitable relief to protect its interest therein, including but not limited to injunctive relief, as well as
money damages. (c) The right to injunctive and other equitable relief under subsection 5(a) shall be cumulative and in
addition to whatever other remedies may be available (including a suit for monetary damages). (d) If any action is necessary to enforce the terms of this Agreement (including relief under subsection 5-a)
the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses.
The business of self proclaimed eligible investment advisors or parties who learn any information found within the Naviti Management affiliate and investor program are expressly held to all stipulations listed herein.
The business of self proclaimed eligible investment advisors or parties who learn any information found within the Naviti Management affiliate and investor program are expressly held to all stipulations listed herein except in their furtherance of introducing other potential professional referral or investors into our sytem. These actions do not draw from the responsabilities of any party thus qualified by personally signing up for this electronic based business education effort.
This Agreement becomes effective on the first date of disclosure of the Confidential Information and will
terminate on the earlier to occur of: (a) the execution of a definitive agreement (a “Definite Agreement”)
which includes confidentiality provisions substantially similar to those set forth herein or which expressly
supersede this Agreement; or (b) sixty (60) days prior written notice given by either Party. Notwithstanding
the foregoing, the obligations and rights of the Parties with respect to Confidential Information of the other
will survive the termination of this Agreement.
(a) The signatories hereto warrant and represent that they are duly authorized to bind each respective Party
and to execute this Agreement. All notices pursuant to this Agreement shall be in writing and delivered to
the other party’s signatory to the address as set forth above or fax number written below such party’s
signature hereunder. The address or fax number may be changed by a proper notice pursuant to this
Agreement. All notices shall be effective when received. (b) Each Party represents that it has the legal right to disclose all information it reveals to the other pursuant
to this Agreement. Nothing in this Agreement shall compel either Party to reveal to the other any information
that it does not wish to reveal. Each Party warrants that it has the right to disclose all such Confidential
Information pursuant to this Agreement, and any such Confidential Information provided to either Party
under this Agreement is provided "AS IS." NO OTHER WARRANTIES WITH RESPECT TO SUCH
CONFIDENTIAL INFORMATION, EITHER EXPRESS OR IMPLIED, ARE MADE BY EITHER
PARTY HEREUNDER. Each Party represents that entering into this Agreement will not conflict with any
material Agreement already entered into by such Party. (c) If any provision hereof is held invalid under any applicable rule of law such invalidity shall not affect
other provisions hereof which can be given effect without the invalid provisions, and to this end the
provisions hereof are declared to be severable. The above notwithstanding, any such invalid provisions shall
be construed and enforced (to the extent possible) in accordance with the original intent of the Parties as
herein expressed. (d) This Agreement is the complete and exclusive agreement between the parties regarding its subject matter
and supersedes any prior oral or written communications or understandings between the Parties related to
its subject matter. No modification, amendment or waiver may be accomplished to the terms of this
Agreement without the written consent of both Parties. (e) The provisions of this Agreement are severable and in the event any provisions of this Agreement are
determined to be held invalid or unenforceable under any controlling body of law such invalidity or
unenforceability shall not in any way affect the validity and enforceability of the remaining provisions
hereof. (f) This Agreement shall be construed in accordance with the laws of the State of Delaware without regard
to its conflict of laws principles. (g) This Agreement may be executed in any number of counterparts, including facsimile transmission, each
of which when so executed shall be an original, but all counterparts shall constitute one and the same
agreement. IN WITNESS WHEREOF, All Parties are enjoined by this agreement, through duly authorized representatives, executing this Agreement, effective as of the date of election, agreed to the stipulations set, and the standing agreement of Naviti Management, LLC as of October 1, 2020.

Changes
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.