Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "Partner," or "User") and Navion Digital Ltd. ("Navion," "we," "us," or "our"), a company incorporated in Hong Kong, governing your access to and use of the Navion website at naviondigital.com (the "Site") and the Navion programmatic Digital Out-of-Home (pDOOH) platform and associated services (collectively, the "Services").

By accessing the Site, registering for the platform, or entering into a commercial agreement with Navion, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

If you do not agree to these Terms, you must not access or use our Services.

Navion provides the following categories of services:

2.1 Platform Services (SaaS)

Access to the Navion pDOOH platform, including content management system (CMS), AI-powered ad serving, programmatic supply-side platform (SSP) infrastructure, intelligent tag system, analytics and reporting, and network management tools.

2.2 Managed Services

End-to-end retail media network services, including:

2.3 Partnership Arrangements

Commercial arrangements with retail and property partners, which may include profit-sharing models (where Navion funds network build costs and earns a share of net advertising revenue) or project-based engagements (fixed-scope delivery with agreed milestones and pricing). The specific terms of any partnership arrangement are governed by a separate written agreement between the parties.

**3.1** To access the Navion platform, you must register for an account by providing accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials.

**3.2** You must notify us immediately of any unauthorised use of your account or any other security breach at [email protected].

**3.3** Navion reserves the right to suspend or terminate accounts that violate these Terms, are associated with fraudulent activity, or remain inactive for an extended period.

**3.4** You are responsible for all activity that occurs under your account, whether or not authorised by you.

You agree not to use the Services to:

Navion reserves the right to remove content, suspend access, or terminate accounts for violations of this section.

5.1 Platform Subscriptions

Where you access the Navion platform on a subscription basis, fees are as set out in your order form or commercial agreement. Subscriptions are billed in advance on a monthly or annual basis. All fees are exclusive of applicable taxes.

5.2 Profit-Sharing Arrangements

Under profit-sharing partnership models, Navion earns a percentage of net advertising revenue generated by the partner's network, as agreed in the applicable partnership agreement. Revenue is calculated and reported monthly, with payments made within 30 days of month end. "Net advertising revenue" means gross advertising revenue less applicable agency commissions, DSP fees, and ad serving costs, as defined in the partnership agreement.

5.3 Project-Based Engagements

For fixed-scope project engagements, payment terms are as specified in the applicable statement of work or project agreement.

5.4 Late Payment

Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.5 Taxes

You are responsible for all taxes, duties, and levies arising from your use of the Services, except for taxes on Navion's net income.

6.1 Navion Platform

The Navion platform, including all software, algorithms, user interfaces, documentation, and associated intellectual property, is owned by Navion Digital Ltd. and is protected by copyright, trade secret, and other intellectual property laws. These Terms do not grant you any ownership rights in the platform.

6.2 Licence to Use

Subject to these Terms and payment of applicable fees, Navion grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the platform for your internal business purposes.

6.3 Your Content

You retain ownership of content, data, and materials you upload to the platform ("Client Content"). By uploading Client Content, you grant Navion a non-exclusive licence to use, process, and display such content solely for the purpose of providing the Services.

6.4 Feedback

If you provide feedback, suggestions, or ideas about the Services, Navion may use such feedback without restriction or compensation to you.

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Services that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Each party agrees to use Confidential Information only for the purposes of these Terms and to protect it with at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

This obligation does not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or court order.

Each party agrees to comply with applicable data protection laws in connection with the Services. Navion's collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. Where Navion processes personal data on your behalf as a data processor, the parties will enter into a data processing agreement as required by applicable law.

**9.1** Navion warrants that it will provide the Services with reasonable skill and care and in accordance with applicable law.

**9.2** THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NAVION DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NAVION DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.

**9.3** Navion does not warrant specific advertising revenue outcomes under profit-sharing arrangements. Revenue projections provided during consultation are estimates only and are not guarantees.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) NAVION SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) NAVION'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING UNDER OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF: (i) THE TOTAL FEES PAID BY YOU TO NAVION IN THE 12 MONTHS PRECEDING THE CLAIM; OR (ii) HKD 10,000.

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

You agree to indemnify, defend, and hold harmless Navion and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Services in violation of these Terms; (b) your Client Content; (c) your violation of any third-party rights; or (d) your violation of applicable law.

**12.1** These Terms remain in effect for as long as you use the Services or until terminated.

**12.2** Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of written notice.

**12.3** Navion may suspend or terminate your access to the Services immediately if you violate the Acceptable Use provisions, engage in fraudulent activity, or fail to pay amounts due.

**12.4** Upon termination, your right to access the Services ceases immediately. Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law survive termination.

These Terms are governed by and construed in accordance with the laws of Hong Kong Special Administrative Region, without regard to its conflict of law provisions.

Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) in accordance with the HKIAC Administered Arbitration Rules in force at the time of the dispute. The seat of arbitration shall be Hong Kong. The language of arbitration shall be English.

**Entire Agreement**: These Terms, together with any applicable order forms, partnership agreements, and statements of work, constitute the entire agreement between the parties regarding the Services.

**Amendments**: Navion may update these Terms from time to time. Material changes will be communicated via email or a prominent notice on the Site. Continued use of the Services after the effective date of changes constitutes acceptance.

**Severability**: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

**Waiver**: Failure to enforce any right under these Terms does not constitute a waiver of that right.

**Assignment**: You may not assign these Terms without Navion's prior written consent. Navion may assign these Terms in connection with a merger, acquisition, or sale of assets.

**Force Majeure**: Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control.

For questions about these Terms, please contact:

Navion Digital Ltd.

404B, Block B, Sea View Estate

4–6 Watson Road, North Point, Hong Kong

Email: [email protected]

Phone: +852 3422 5505