TERMS OF SERVICE

Last updated: November 9, 2023

This Terms of Service ("TOS") is entered into between you and Nava Ventures Ltd. ("Company") and applies to any product, website or service provided by Company, including but not limited to the web app and mobile app entitled "ClimateWise" ("ClimateWise"), the website climatewise.ai and its subdomains (the "Website") and any other product or service to which Company applies the TOS (collectively, the "Service").

BY CLICKING "I AGREE" OR SIMILAR CONFIRMATION OR BY USING THE SERVICE YOU ARE AGREEING TO BE BOUND BY THE TOS.

IF YOU ARE USING THE SERVICE ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THE ORGANIZATION TO THE TOS AND ARE AGREEING TO THE TOS FOR THAT ORGANIZATION. WHERE YOU ARE USING THE SERVICE ON BEHALF OF AN ORGANIZATION, "YOU" AND "YOUR" REFER TO THE ORGANIZATION.

1. DESCRIPTION OF THE SERVICE

ClimateWise is a personal financial management service that allows you to consolidate and track your financial information under one platform. ClimateWise connects your various bank accounts and allows you to manage your spending and saving habits. In addition to its banking features, ClimateWise promotes social awareness of global climate change and methods to minimize impact on global climate change by enabling users to make donations to various charities and initiatives and interact with other like-minded individuals and entities by creating an online social network.

2. SUBSCRIPTION; ACCESS

2.1 Paid Subscription

If you have purchased a paid subscription the Service, Company hereby grants you a non-transferrable, limited subscription to access paid portions of the Service pursuant to such paid subscription, in each case subject to the TOS (the "Paid Subscription"). The Paid Subscription provides additional features as permitted by the terms of the Paid Subscription (collectively, the "Features").

2.2 Trial Subscription

The Company may provide you a trial subscription for all or certain Features of the Service (the "Trial Subscription") for 30 days (the "Trial Period"), in which case the Company grants you a non-transferrable, limited subscription to access all or certain Features for the Trial Period. Additional terms and conditions applicable to the Trial Subscription may appear on the applicable registration page. Any such additional terms and conditions are incorporated into these TOS by reference.

2.3 Modifications

Company reserves the right to modify the price, Features or options included in Paid Subscription and Trial Subscription from time to time, temporarily or permanently.

2.4 Age of Access

Anyone accessing Service must be at least 18 years old, or the age of majority in their jurisdiction (whichever is older). You represent and warrant that you have the right and authority to enter into and comply with this TOS.

2.5 Accounts and Login Information

Access to the Service requires registering an account with Company (an "Account") and may require the collection and/or creation of a unique identifier either through Company or a third-party (each a "Unique Identifier"). In order to access an Account, you may be required to obtain a user ID and password ("Login Information"). You shall manage and ensure the security, confidentiality and authorized use of Login Information and use commercially reasonable efforts to prevent unauthorized access to your Account. You are prohibited from sharing Login Information, and you shall notify Company promptly of unauthorized access or use of your Account.

2.6 Third Party Links

The Service may include links to third party websites. Company is not responsible for the content such third party websites and any kind of loss/damage arising out your access or use of them.

2.7 Third Party Services

To provide the Service to you, Company may incorporate third party services and software ("Third Party Services"), including but not limited to Plaid. In addition to the Terms, Privacy Policy and other additional policies provided by Company (the "Company Policies"), providers of Third Party Services may require you to agree to terms and/or policies governing such Third Party Services ("Third Party Policies") and your failure to agree to Company Policies or Third Party Policies may limit Service functionality or render the Service fully inoperable. Third Party Services may also collect personal data about your online activities across different services and websites. Company strongly recommends that you read Third Party Policies before using the Service. You agree that Company is not liable for any claim, loss or damage relating to Third Party Services. Company makes no representations or warranties regarding Third Party Services or continued availability of software integration with Third Party Services.

3. TERM AND TERMINATION

3.1 Term

Unless otherwise specified in writing by Company, this TOS is effective beginning on the date Paid Subscription or Trial Subscription begins and continues until terminated, cancelled or suspended (the "Term").

3.2 Suspension

Company reserves the right to suspend or otherwise restrict you access to the Service without notice if Company believes you are in breach of any term of the TOS or for any reason as further detailed in this TOS or applicable policies/agreements. In the event that the Service is restricted or suspended, Company is not liable to you or any third party for any loss arising from such action. Company has sole discretion to lift a suspension or reverse restricted access.

3.3 Termination

The Term terminates upon the earliest of:
  1. your non-compliance with the TOS and failure to remedy such non-compliance within seven days after receiving notice;
  2. immediately, upon your option to cancel the Service pursuant to section 4.4 below;
  3. immediately, upon Company ceasing to offer the Service and that may occur at any time without notice; or
  4. in the case of a Trial Subscription, at the end of the Trial Subscription period upon not providing a payment method or cancelation through the mobile or web application.

3.4 Effect of Suspension, Termination

Upon suspension or termination of a Paid Subscription or Trial Subscription, you acknowledge and agree that Company shall immediately cease your access to the Service. Company may store data related to the Service provided by Company for you and associated data, including analytics and match data that are hosted on the Service, for up to one year after the date of suspension or termination after which Company may permanently delete all data related to the Service provided by Company for you. You acknowledge and agree that Company shall not be liable to you or any third party for such suspension or termination and any related loss related thereto.

4. FEES AND PAYMENT

4.1 Fee

The cost of any paid Subscription shall be provided to you prior to purchase ("Fee"). The Fee excludes taxes, duties and charges, which you shall pay as well. If Company pays or collects taxes on your behalf, you shall pay Company the applicable amount, which you shall pay on the same terms as the Fee. Company may increase the Fee upon at least 14 days' notice, such increase to take effect on the subsequent Fee billing cycle.

4.2 Payment

You shall provide Company with a valid method of payment acceptable to Company. You shall immediately notify Company of any change to your payment information. Company is hereby authorized and has the right to automatically charge the Fee using the payment method you provided.

4.3 Failure to Pay

Failure to timely pay any Fee will result in Company ceasing your access to the Service until you pay such outstanding Fee in arrears. Company reserves the right to charge interest on any overdue Fee.

4.4 Cancellation

You may cancel the Service by providing Company at least 14 business days written notice prior to the subsequent Fee billing cycle to hello@navaventures.io, with "Cancellation" as the subject line. Upon cancellation, you remain liable for all charges accrued up to the date of cancellation and you shall not receive a refund for the current billing cycle.

5. YOUR ACCESS TO THE SERVICE

5.1 Authorized Use

During your use of the Service, you may not:

  1. knowingly provide false or inaccurate information to Company;
  2. decompile, disassemble or reverse engineer the Service;
  3. alter, change or circumvent security related aspects of the Service;
  4. export or share versions of the Service (or parts of the Service) outside the Service (including through any project or job postings);
  5. use any automated system (bot, spider, etc.) to access the Service;
  6. reproduce, rearrange, modify, change, alter, translate, create derivative works from, display, perform, publish, or distribute the Service;
  7. break, disrupt or attempt to break or disrupt any device used to support the Service or other's experience of the Service or knowingly exploit a flaw or bug in the Service;
  8. store or transmit material that is infringing, libelous, unlawful or in violation of any person's rights or a group of people's rights;
  9. use the Service to provide information or data to a competitor of Company;
  10. harass, abuse, stalk, threaten or impersonate any person or group of people, including any Company contractor, employee or agent;
  11. use hate speech, hate terms, racist speech, racist terms or any other words or symbols that signify hate towards any person or group of people, including derogatory comments against women or minorities;
  12. sell, rent, lease or sublicense the Service or access thereto, unless expressly permitted by the Company in writing;
  13. promote, encourage or undertake illegal activity;
  14. infringe or violate third-party rights including but not limited to: (i) contractual rights; (ii) copyright, patent, trademark or trade secret rights; (iii) privacy rights; (iv) publicity rights; or (v) confidential information; or
  15. distribution of anything containing a computer virus or any code, file or software program,

as determined by Company in its sole and absolute discretion.

5.2 Your Representations and Warranties

You represent and warrant that: (a) all information provided to is accurate; (b) you capable of forming a binding contract with Company; (c) you are not a person who is prohibited from using the Service under the laws of the Canada, or any other applicable jurisdiction; and (d) you have authority to third party credentials you use as part of the Service and with the Third Party Services. You agree to provide Company with documents to verify your identity and personal or business details upon request. Any information that Company collects from you is subject to Company's Privacy Policy.

5.3 Privacy Policy and Privacy Law Compliance

Your use of the Service is governed by a Privacy Policy detailing how Company collects, uses and discloses personal data about you, and is available at https://climatewise.ai/privacy/ . By agreeing to the TOS, you represent and warrant that you consent to the terms of the Privacy Policy, your use of the Service complies with applicable privacy laws and you are permitted to share the personal data that you share with Company. If at any time you disagree with the Privacy Policy, you must immediately stop use of the Service and contact Company at hello@navaventures.io .

6. PROPERTY

6.1 Company Property

The Service, including but not limited to software, workflow processes, user interface, designs, know-how and other technologies provided by Company are the proprietary property of Company and its licensors, and all right, title and interest therein, including but not limited to all associated intellectual property rights, remain only with Company and its licensors. You may not remove or modify any proprietary marking or restrictive legends in the Service. Company reserves all rights unless expressly granted in the TOS.

6.2 User Property

You retain all right, title and interest in all information, content and data owned or licensed by you that you provide or share through the Service, including but not limited to account bios and profile pictures, ("User Property") subject to any agreement imposed by third party vendors and services. Company shall not use or access User Property except in connection with the Service and you hereby grant Company a limited and revocable license to User Property under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, display, modify, record, translate, transmit or otherwise exploit such User Property solely in order to facilitate the provision of Service. You represent and warrant that all consents, licenses and rights necessary to license User Property to Company are obtained prior to providing or sharing any such User Property with Company.

6.3 Third Party Rights

All right, title and interest in and to the Third Party Services including but not limited to copyrights, patents, trademark, trade secrets, trade names, computer code (source and object), are owned by or licensed to the respective third party services providers. The TOS does not convey any right, title or interest in, or constitute the sale of any right to, the third party services.

6.4 Feedback; Survey

Unless otherwise agreed to in writing, Company may use your name (only if explicit consent is given) and other communications in Company marketing and promotional materials in the limited context of surveys, reviews, rating and comments that you provided Company through the Service ("Feedback"). By submitting Feedback, you agree that: (a) your disclosure is voluntary, free, unsolicited, and without restriction; (b) your Feedback does not contain the confidential or proprietary information of third parties; and (c) Company is free to use the Feedback without any compensation to you and to disclose the Feedback on a non-confidential basis or otherwise to anyone.

7. DISCLAIMER; LIMITATION OF LIABILITY; INDEMNITY

7.1 DISCLAIMER

THE SERVICE IS PROVIDED TO YOU "AS IS" AND COMPANY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, THE "COMPANY PARTIES"), DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR COMPLIANCE WITH LAWS WITHIN YOUR JURISDICTION. WITHOUT LIMITING THE FOREGOING, THE COMPANY PARTIES MAKE NO REPRESENTATION OR WARRANTY THAT USE OF THE SERVICE WILL NOT INFRINGE ANY COPYRIGHT, PATENT, TRADEMARK LAW OR OTHER RIGHTS HELD BY A THIRD PARTY. FURTHER AND WITHOUT LIMITING THE FOREGOING, THE COMPANY PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE, SERVICES PERFORMED AND PRODUCTS PROVIDED BY THE COMPANY PARTIES OR OTHER THIRD PARTIES, WILL COMPLY WITH APPLICABLE LAWS WITHIN YOUR JURISDICTION, MEET YOUR REQUIREMENTS, NOT CAUSE DAMAGE TO YOU, YOUR PROPERTY OR PROPERTY OF OTHERS, OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE OR WILL NOT HARM YOUR COMPUTER OR MOBILE DEVICE OR RESULT IN LOST DATA. THE COMPANY PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING: (A) YOUR SATISFACTION WITH THE SERVICE; (B) THAT THE SERVICE WILL ALWAYS BE AVAILABLE AND ERROR FREE; OR (C) THAT THE COMPANY WILL PROMPTLY RESPOND TO ANY INQUIRIES OR SUBMISSIONS. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY THE COMPANY PARTIES WILL CREATE ANY WARRANTY AND YOU SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE.

7.2 LIMITATION OF LIABILITY

THE COMPANY PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE OR THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES. TO THE EXTENT THAT THE ABOVE LIMITATION OF LIABILITY IS NOT APPLICABLE IN YOUR JURISDICTION, ANY CLAIM THAT YOU MAY HAVE AGAINST THE COMPANY PARTIES MUST BE COMMENCED NO LATER THAN SIX (6) MONTHS AFTER THE DAY ON WHICH THE CLAIM IS DISCOVERED OR OUGHT TO HAVE BEEN DISCOVERED BY YOU.

7.3 MAXIMUM AGGREGATE LIABILITY

NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD THE COMPANY PARTIES FROM LIABILITY, YOU AGREE THAT THE COMPANY PARTIES' MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE TOTAL AMOUNT PAID BY YOU TO COMPANY IN THE 6 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION.

7.4 Indemnity

You shall indemnify, defend and hold the Company Parties harmless from and against any claim, demand, liability, injury, damage, cost, loss or expense, including reasonable attorneys' fees, that arise from or relate to the Service. You cannot settle any claim without the Company's advance written consent unless such settlement releases the Company Parties unconditionally. The Company reserves the right to, at its expense, assume control of the claim.

8. DISPUTE RESOLUTION

8.1 Initial Dispute Resolution

Most disputes between you and Company can be resolved without resorting to legal action. If you have any dispute with Company, including Company Parties, you agree that you will contact Company at hello@navaventures.io, and provide a brief, written description of the dispute and your contact information. You and Company agree to use commercially reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

8.2 Binding Arbitration

If the parties cannot come to a resolution within 30 days after the time an informal dispute resolution is initiated, you agree to that any disputes or claims between you and Company, including the Company Parties, shall be resolved by confidential, final and binding arbitration to be conducted in British Columbia and administered by the Vancouver International Arbitration Centre. The arbitration shall be commenced and conducted in accordance with its International Arbitration Rules ("Rules"). Your arbitration fees and your share of the arbitrator's compensation shall be governed by and, where appropriate, limited by the Rules. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS LIMITED BY APPLICABLE LAW.

GENERAL

9.1 No Joint Relationship /Independent Contractor Relationship

Nothing in the TOS shall be construed to create any joint partnership, joint venture, employer-employee or agency relationship between you and Company.

9.2 Governing Law

The TOS and Privacy Policy are governed by the laws of the Province of British Columbia, without reference to principles of conflicts of laws. The parties irrevocably attorn to the jurisdiction of the appropriate provincial and federal courts of the Province of British Columbia to hear any proceedings related to the TOS and Privacy Policy.

9.3 Severability and Waiver

If any provision of TOS or Privacy Policy is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law with remaining provisions of the TOS or Privacy Policy in full force and effect. No failure or delay by a party in exercising any right, power or remedy under the TOS or Privacy Policy constitutes a waiver.

9.4 Force Majeure

Except for any payment obligations, neither you nor the Company shall be liable for failure to perform any obligation under the TOS to the extent such failure is caused by a force majeure event (including acts of God, pandemics (including government-imposed recommendations and restrictions due to a pandemic), endemics, natural disasters, war, civil disturbance, action by a government entity, strike, and other causes beyond reasonable control). The party affected by the force majeure event shall provide notice to the other party within a commercially reasonable time and shall use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event shall be performed as soon as reasonably possible when the force majeure event concludes.

9.5 Assignment

Company may assign the TOS without your consent or notice to you. You cannot assign the TOS.

9.6 Survival

Sections 3.4, 4.3, 6, 7, 8 and 9 survive termination or suspension of the TOS.

9.7 Currency

Unless otherwise stated, all references to sum of money or fees in the TOS are expressed in lawful money of the United States and $ refers to USD.

9.8 Entire Agreement

The TOS and any other agreed upon documents linked to or referenced in the TOS, constitute the entire agreement between you and Company with respect to the subject matter hereof and supersedes any prior oral or written agreements, communications, representations or undertakings provided.

9.9 Updates

Company reserves the right to modify the TOS at any time (each, an "Update") and shall inform you of each Update. After informing you of an Update, you are deemed to accept any Update by continuing to use the Service unless you terminate the Service. Unless Company states otherwise, an Update is automatically effective 30 days informing you of such Update.