Effective Date: April 7, 2021

BY ACCESSING OR USING THE WEBSITE YOU ARE INDICATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS, AND THAT YOU AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY THE TERMS.

If you are accepting or agreeing to the Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to act on behalf of and bind that entity to the Terms.

PLEASE READ THESE TERMS OF USE, OUR PRIVACY POLICY, WEBSITE RULES AND ALL APPLICABLE SUPPLEMENTAL TERMS (COLLECTIVELY, THE “TERMS”) CAREFULLY, AS THEY CONTAIN TERMS AND CONDITIONS THAT IMPACT YOUR RIGHTS, OBLIGATIONS AND REMEDIES IN CONNECTION WITH YOUR USE OF THE WEBSITE AND SERVICES. FOR EXAMPLE, THE TERMS INCLUDE:

• YOUR OBLIGATION TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS;

• LIMITATIONS OF OUR LIABILITY TO YOU; AND

• A REQUIREMENT THAT YOU PURSUE CLAIMS OR SEEK RELIEF AGAINST US (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, RATHER THAN AS A PARTICIPANT IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND THAT YOU CONSENT TO RESOLVE CERTAIN DISPUTES VIA ARBITRATION. See Section 9 below.

YOUR ACCESS TO AND USE OF THE WEBSITE AND SERVICES IS CONDITIONED ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT ACCESS OR USE THE WEBSITE.

1. ABOUT THE TERMS

1.1 Key Terms

As used in these Terms of Use:

“Services” refers to the technical and administrative support provided by NextNav and its service providers, and any and all related services and promotions.
User Content” refers to videos, text, photos, information and other content captured, recorded, streamed, stored, shared or otherwise made available or caused to be made available by users on or through the Website.

“Your Content” refers to User Content that is provided or made available or caused to be made available by you.

“Users” means any and all persons that access or use the Website. References to “access” and/or “use” of the Website (and any variations thereof) include the acts of accessing or browsing the Website or App, and accessing or using the Services.
“Website” refers to any website owned or operated by NextNav (including the website currently located at www.nextnav.com), through which access to the Services are available. References to the “Website” include any and all features, functionality, tools and content available on or through each such website.
“NextNav,” “we,” or “us” refer to NextNav, LLC and our officers, directors, employees, contractors and agents.

1.2 Website Rules and Supplemental Terms

Your access to and use of the Website is governed by the terms and conditions of these Terms of Use, our Privacy Policy, currently located at https://nextnav.com/website-privacy-policy/ (as described in more detail below), any and all other policies and rules referenced herein, posted on the platform, or otherwise communicated to users (the “Website Rules”).

Certain of the features, functionality, tools, content and promotions available on or through the Website may be subject to additional or supplemental terms and conditions (“Supplemental Terms”). If you choose to access or use those features, functionality, tools or content or participate in those promotions, the applicable Supplemental Terms are also incorporated and deemed part of these Terms of Use.

If there is a conflict between these Terms of Use and the Supplemental Terms, the Supplemental Terms will govern and control with respect to the applicable features, functionality, tools, content and promotions.

1.3 Amendment of Terms

NextNav reserves the right, in its sole discretion, to amend the Terms, at any time and without prior notice, including to change, modify, add to, update or remove terms and conditions (collectively “amend” or “update”). If we choose to amend the Terms, we will update the Effective Date at the top of the Terms and post the updated version. We may also, at our option, choose to notify you by e-mail or another means. By continuing to use the Website after we have posted an updated version of the Terms or otherwise notified you of an update, you are affirming that you agree to be bound by the amended Terms. This provision is subject to a few limitations in the “Dispute Resolution” section below. If the amended Terms are not acceptable to you, your only recourse is to stop using the Website.

No other modification, amendment, supplement of or to the Terms will be binding on NextNav unless it is in writing and signed by an authorized representative of NextNav.

2. ABOUT THE WEBSITE

2.1 License to Use

Subject to your compliance with the Terms, NextNav grants you a limited non-exclusive, non-transferable, non-assignable and non-sublicensable license to access and use the Website and Services, for your own personal use only, and not for use for any external business purpose or commercial activity. This license is granted for the sole purpose of enabling you to use and enjoy the benefit of the Website as provided by NextNav, in the manner permitted by the Terms.

2.2 Modifications and Updates to the Website and Services

NextNav reserves the right, in its sole discretion, to modify or discontinue offering the Website and/or Services, in whole or in part, or any features, functionality, tools or content thereof, at any time, for any reason or no reason, with or without notice to you.

You agree that NextNav has no obligation to provide any updates or to continue to provide or enable any particular features, functionality, tools or content, and will not be liable with respect to any such modifications, discontinuance or deletions.

2.3 International Users

The Website is controlled and operated within the United States and is not intended for use outside of the United States. You are hereby prohibited from accessing or using the Website from any territory where the Website or any of the features, functionality, tools, content thereof, is illegal. If you choose to access the Website from a location outside the United States, you do so at your own risk and you are solely responsible for compliance with applicable laws, rules and regulations, including export laws and any regulations and local laws regarding online conduct and content.

3. ACCOUNTS

3.1 Account Registration

While certain Website content and Services are publicly available, you may need to register for a user account before you are able to use certain Services. You may not register for an account on behalf of any person (other than yourself). No person or entity may have more than one active account at any given time.

3.2 Account Set-Up

Your account and account profile will be created based upon the information you provide to us. You agree to provide complete, accurate and up-to-date information during the registration process and to update such information as necessary to ensure that it remains complete, accurate and up-to-date. Please note that the name and contact information that you submit when you register will be shared in accordance with your selections in your account settings when you share Your Content.

When you create your account, you will be asked to create a password, which you will be solely responsible for safeguarding. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your NextNav account or any other account that you may connect to your NextNav account. You agree not to disclose your username or password to any third party, and you agree to immediately notify NextNav of any unauthorized use of your account. You further acknowledge and agree that you will be solely responsible for any activities or actions on or through your account, whether or not you have authorized such activities or actions. NextNavcannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

4. ACCOUNT SUSPENSION AND CANCELLATION

You may cancel your account at any time.

We may, in our discretion, without liability to you and without limiting our other remedies, with or without prior notice and at any time, decide to (i) limit, suspend, deactivate or cancel your account and take technical and legal steps to prevent you from using our Website and Services at any time for any reason, and (ii) screen or delay the posting or delivery of Your Content.

NextNav reserves the right to suspend or terminate your account or your access to the Website if you create more than one account, or if any information provided during the registration process or thereafter is determined to be incomplete, inaccurate, outdated, deceptive or fraudulent.

We reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a prolonged period of time. We also reserve the right to cancel accounts of Users who fail to comply with the Terms, including the terms and conditions regarding User conduct, as set forth in the “User Conduct Guidelines” section below and elsewhere in the Terms.

If your account is deactivated or cancelled, NextNav will have the right, but not the obligation to delete Your Content.

If NextNav has suspended your account due to your actual or suspected breach of the Terms, such suspension will continue until the suspected breach is cured or otherwise resolved to NextNav’s reasonable satisfaction.

5. PAYMENT TERMS

5.1 Payment/ Credit Cards

YOU ARE RESPONSIBLE FOR PROVIDING NEXTNAV WITH VALID CREDIT CARD OR PAYMENT ACCOUNT DETAILS AND FOR THE TIMELY PAYMENT OF ALL FEES. Please note that the payment information, including name and contact information, that you submit when you register may be used and shared with our payment processing services provider and otherwise used in accordance with our Privacy Policy.

We may contact you via email regarding your account, for example, in connection with a problem with your credit card or payment account.

5.2 No Refunds

Unless NextNav agrees or states otherwise in writing, all fees and charges are nonrefundable.

6. USER CONDUCT GUIDELINES

Any time you access or use the Website, you are required to comply with our User conduct guidelines, as set forth below.

You agree that you will access and use the Website and Services for your personal use only.

Public Areas: Your Content may be viewed by other Users and by other persons or entities, including through third party services and websites. Thus, you should only capture, record, upload, stream, share or store videos, images, information and other content that you are comfortable sharing with others.

You agree that you will not access or use the Website to capture, record, upload, stream, share or store any video or images, or otherwise act in any manner, that:

is intended to perpetrate a hoax or otherwise defraud, mislead or deceive any person or entity;
violates, breaches or circumvents any local, state, federal or other law, rule or regulation, including any ruling or order of a court or administrative body;
violates, breaches or circumvents the rights of any person or entity, including infringing or misappropriating such party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
is defamatory, obscene, pornographic, vulgar, lewd, offensive or unlawful;
promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
is inflammatory, abusive, violent or threatening or promotes violence or actions that are threatening to any other person;
promotes illegal or harmful activities or substances; or
is harmful to children.

Without limiting the above, you are not authorized to access or use the Website:

to impersonate any person or entity, or falsify or otherwise misrepresent your identity, credentials, affiliations or intentions;
to collect, store or use any information from or about another User;
to “stalk” or harass any other User;
to distribute unsolicited commercial or bulk electronic communications (or, “spam”), chain letters or “pyramid” schemes;
for political campaigning, recruiting votes or soliciting donations or other support for legislative or other initiatives;
to systematically retrieve information or content to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
if you are not able to form legally binding contracts (for example, if you are under 18);
if you are a person barred from receiving services under the laws of the United States or other applicable jurisdiction; or
for any other purposes that are not expressly permitted by the Terms.

Further, you may not:

access, copy, distribute, share, publish, use or store any Website content, including any information from or about any other User, for purposes that are inconsistent with our Privacy Policy, or otherwise violate the privacy rights or any other rights of other Users or any other third party, including by disclosing, selling, renting, distributing or exposing any Website content to a third party, using it for marketing purposes, or otherwise using it for any purposes unrelated to the Website;
access, copy, distribute, share, publish, use or store, or prepare derivative works from any Website content that belongs to NextNav, another User or to a third party, including works covered by any copyrights, trademark, patent, or other intellectual property right, except with prior express permission of the person or entity party holding the rights to license such use;
share your account credentials transfer your account to another party without our consent;
circumvent our systems, policies, determinations as to your account status, including by attempting to access or use the Website if your account has been suspended or cancelled or you have otherwise been temporarily or permanently prohibited or blocked from using the Website;
access, search, collect information from, or otherwise interact with the Website by “scraping,” “crawling” or “spidering” the Website, by the use of any software, device, script or robot, or by any other means (automated or otherwise) other than through the currently available, published interfaces that are provided by NextNav, unless you have been specifically authorized to do so in a separate agreement with NextNav;
use, display, mirror or frame the Website, or any feature, functionality, tool or content of the Website, NextNav’s name, any NextNav trademark, logo or other proprietary information, without NextNav’s express written consent;
interfere with, disrupt, damage or compromise the Website or our systems or the access of any User, host or network in any way, including through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology or by overloading, flooding, spamming, mail-bombing the Website or otherwise imposing an unreasonable or disproportionately large load on the Website;
access, tamper with or use non-public areas of any of the Website, NextNav’s computer systems, or the technical delivery systems of NextNav’s providers;
probe, scan, or test the vulnerability of any system or network of NextNav or its providers, or breach or circumvent any security or authentication measures of such system or network;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by NextNav or any of NextNav’s providers or any other third party to protect the Website;
forge any TCP/IP packet header or any part of the header information in any e-mail or posting, or in any way use the Website to send altered, deceptive or false source-identifying information;
attempt to decipher, decompile, disassemble or reverse engineer any of the code or software used to provide the Website;
export or re-export the Website, except in compliance with the export control laws and regulations of any relevant jurisdictions;
otherwise abuse the Website or breach the Terms; or
attempt to do any of the foregoing, or advocate, encourage or assist any third party in doing any of the foregoing.

6.1 Responsibility for User Content

Ultimately, all User Content, whether publicly posted or privately transmitted, is the sole responsibility of the User who originated such content. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any User Content or endorse any opinions expressed in such User Content. You understand that by using the Website, you may be exposed to User Content that is offensive, harmful, inaccurate, misleading, fraudulent or otherwise inappropriate. Under no circumstances will NextNav be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or any loss or damage of any kind incurred as a result of any User Content.

We may, but are not required to monitor or control the User Content captured, recorded, uploaded, streamed, shared or stored on or through the Website, and we cannot take responsibility for such User Content. Any use or reliance on any User Content is at your own risk.

6.2 Reporting Misconduct

If you feel that another User has violated the Terms, abused the Website or otherwise acted inappropriately, you may report the User to NextNav at [email protected]. NextNav reserves the right, but assumes no obligation, to investigate and take appropriate action in response to such reports. Regardless of its action or inaction, in no event will NextNav be liable for the acts or omissions of any User or any third party.

If you are a California resident, you may also report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210. See the “California Residents” subsection below for the full information required under California Civil Code §1789.3.

6.3 Investigations

NextNav reserves the right to investigate and prosecute violations of any and all reports, complaints and claims, or otherwise suspected misconduct or violations of the law to the fullest extent of the law.

Without limiting the foregoing, you acknowledge that NextNav has the right, but not the obligation, at any time and without prior notice, to monitor access to or use of the Website or Services by any User, to access, review, preserve and disclose any User Content, or to remove or disable access to any User Content, if we believe in good faith that it is reasonably necessary (i) to comply with any law or regulation or satisfy any legal process or governmental request (for example, a subpoena, warrant, order or other requirement of a court, administrative agency or other governmental body), (ii) to respond to claims asserted against NextNav, (iii) to enforce and to ensure a User’s compliance with the Terms, including the investigation of potential violations, (iv) to conduct risk assessments, and prevent, detect and investigate incidents of fraud, security and technical issues, (v) to protect the rights, property or safety of NextNav, its Users or members of the public, and (vi) for the purpose of operating and improving the Website and Services (including for customer support purposes).

7. INTELLECTUAL PROPERTY OWNERSHIP

7.1 The Website

The Website and Services, and all features, functionality, tools and content thereof, is protected by copyright, trademark, patent and other laws of the United States and foreign countries. You acknowledge and agree that the Website and Services, and all intellectual property rights therein are the exclusive property of NextNav and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark, patent marking, or other proprietary rights notices incorporated in or accompanying the Website or Services.

Without limiting the foregoing, you acknowledge and agree that the trade names, logos, and other trademarks and service marks associated with NextNav (the “NextNav Marks”) are the property of NextNav, and that you are not permitted to use the NextNav Marks without our prior written consent.

You may not use, copy, reproduce, distribute, license, sell, transfer, publish, post, publicly display, publicly perform, transmit, broadcast, adapt, modify, prepare derivative works based upon, or otherwise exploit any features, functionality, tools or content of the Website or Services in any form or by any means, or sublicense the rights granted in the Terms, except as expressly permitted herein, without the prior written permission of NextNav or the intellectual property owner, as applicable.

This foregoing license is subject to modification or revocation at any time at NextNav’s sole discretion.

No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by NextNav or its licensors, except for the licenses and rights expressly granted in the Terms. All rights not expressly granted to you by the Terms are hereby reserved.

7.2 Your Content

By capturing, recording, uploading, streaming, sharing or storing Your Content, you hereby grant NextNav a worldwide, non-exclusive, transferable, sublicensable, royalty-free right and license to use, copy, reproduce, process, adapt, modify, distribute, post, broadcast, publicly perform, publish and display Your Content in any and all media as necessary to provide the Services to you, including, customer support services, and otherwise operate the Website, including for product development and de-bugging purposes. Such additional uses by NextNav may be made with no compensation paid to you with respect to Your Content.

We may modify or adapt Your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to Your Content as are necessary to conform and adapt that content to any requirements or limitations of any networks, devices, services or media. You further grant us the right to use, copy, distribute, post, broadcast, publicly perform, publish and display your name, city, state and other information in connection with Your Content as described herein or elsewhere on the Website, subject to any applicable data protection laws.

NextNav does not claim any ownership rights in Your Content and nothing in the Terms will be deemed to restrict any rights that you may have to use and exploit any such content, subject only to the licenses granted to NextNav under these Terms.

You acknowledge and agree that you are solely responsible for Your Content, and for any consequences thereof, including the use of your Content by other Users. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to Your Content, and that neither Your Content, nor NextNav’s use of Your Content (or any portion thereof) on or through the Website or in connection with the Services will infringe, misappropriate or violate the rights of any person or entity, including patent, copyright, trademark, trade secret, moral rights, industrial rights, database rights or other proprietary or intellectual property rights, rights of publicity or privacy or data protection or contractual rights, or result in the violation of any applicable law or regulation.

7.3 Feedback

We welcome and encourage you to provide feedback, comments, ideas and suggestions for improvements, enhancements and modifications to the Website (“Feedback”). You may submit Feedback by e-mailing us, at [email protected]. You acknowledge and agree that all Feedback you give us (i) will be treated as non-confidential, and (ii) will be the sole and exclusive property of NextNav. Without limiting the foregoing, you acknowledge that your Feedback may be disseminated or used by NextNav or its affiliates for any purpose whatsoever, including developing, improving and marketing products. You hereby irrevocably transfer and assign to NextNav all of your right, title, and interest in and to all Feedback, including all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback.

You agree to sign and deliver such documents, and otherwise provide such assistance, as may reasonably be required from time to time to perfect NextNav’s rights in such improvements, enhancements and modifications.

8. THIRD-PARTY TERMS

The Website may also provide links to third-party websites, resources or services. You acknowledge and agree that NextNav is not responsible or liable for (i) the availability, terms or practices of such websites, resources or services, or (ii) the content, products or services available on or through such websites, resources or services, including that any information provided is complete, accurate or up-to-date. Links to such websites, resources or services do not imply any endorsement by NextNav of such websites, resources or services or the content, products or services available on or through such websites, resources or services. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites, resources or services or the content, products or services available on or through such websites or services.

We will not be responsible or liable for any damage or harm resulting from your interactions with such websites or services, or the content, products or services available on or through such websites or services.

9. WARRANTIES, DISCLAIMERS, LIMITATION OF LIABILITY & INDEMNIFICATION

9.1 Warranties by Users

You represent and warrant to NextNav that:

(i) you have the power and authority to accept and agree to the Terms;

(ii) you own or control all of the rights necessary to grant the rights and licenses granted herein;

(iii) you will not violate any federal, state or local laws, rules or regulations or infringe the rights of any third party, including, any intellectual property, privacy or publicity-related rights, in connection with Your Content or otherwise in connection with your access to or use of the Website and Services;

(iv) the exercise by NextNav of the rights granted by you hereunder will not cause NextNav to violate any applicable laws, rules or regulations, to infringe the rights of any third party; and

(v) all account information provided by you will be complete, accurate and up-to-date when provided, and updated as necessary to ensure that it remains complete, accurate and up-to-date.

9.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NEXTNAV EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE OR RIGHTFUL CLAIM, WARRANTIES AS TO THE RELIABILITY OR AVAILABILITY OF THE WEBSITE OR SERVICES, OR THAT USE OF THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WARRANTIES AS TO THE COMPLETENESS, ACCURACY OR TIMELINESS OF ANY WEBSITE CONTENT.

9.3 Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW:

THE ENTIRE RISK ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE IS AND REMAINS WITH YOU.
WITHOUT LIMITING THE FOREGOING, NEXTNAV DISCLAIMS ANY AND ALL LIABILITY RELATED TO (I) YOUR USE OF OR INABILITY TO USE THE WEBSITE, (II) THE ACTS OR OMISSIONS OF ANY OTHER USER OR ANY OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEBSITE, AND (III) ANY USER CONTENT ACCESSED, VIEWED OR DOWNLOADED IN CONNECTION WITH THE USE OF THE WEBSITE.
YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING AND USING THE WEBSITE, SUBMITTING AND TRANSMITTING YOUR CONTENT, COMMUNICATING OR INTERACTING WITH OTHER USERS AND ACCESSING, VIEWING OR DOWNLOADING THE USER CONTENT OF OTHER USERS ARE DONE AT YOUR OWN DISCRETION AND RISK, AND YOU AND HEREBY RELEASE NEXTNAV AND WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGES CAUSED BY ANY OF THE FOREGOING.
IN NO EVENT WILL NEXTNAV BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR DAMAGES FOR LOST REVENUES OR PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NEXTNAV HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSIVE OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN THIS SECTION, SO THESE LIMITATIONS AND EXCLUSIONS APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. IN THE EVENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, NEXTNAV’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS (US$100).

9.4 Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NEXTNAV AND YOU, AND WILL SURVIVE AND APPLY EVEN IF YOUR REMEDIES ARE FOUND OR ALLEGED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

9.5 Exclusions

NOTHING IN THE TERMS FURTHER IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE FROM DEATH OR PERSONAL INJURY. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN THIS SECTION THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9.6 Indemnification

To the maximum extent not prohibited by applicable law, you agree to release, defend, indemnify, and hold NextNav its parent, subsidiaries, affiliates, licensors and service providers, and its and their officers, directors, shareholders, agents, employees and representatives, harmless (collectively “indemnify” or any variation thereof) from and against any claims, liabilities, damages, losses, costs and expenses, including, any bodily injury, illness, death or damage to any real or personal property, or any other injuries, losses, or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind, and including reasonable legal fees and litigation expenses and costs, arising out of or relating to or in any way connected with (i) your access to or use of the Website, including any and all features, functionality, tools, content and promotions available on and through the Website, (ii) Your Content, (iii) any interactions with any other User, (iv) your breach of the Terms, including any violation of national, federal, state or local or other applicable laws, rules or regulations or any infringement or misappropriation of the rights of any third party, and (v) your gross negligence or willful misconduct.

9.7 Obligation to Defend

You agree that, at NextNav’s option, you will conduct the defense of any such claim or action; provided that, notwithstanding our election that you conduct the defense, (i) NextNav may nevertheless participate in such defense or settlement negotiations and pay its own costs associated therewith, and (ii) you will not enter into any settlement or other compromise without the prior written approval of NextNav (which approval shall not be unreasonably withheld), unless such settlement or other compromise includes a full and unconditional release of the relevant parties from all liabilities and other obligations in respect of such claim or action.

9.8 No Implied Indemnity

No person or entity shall be entitled to any form of equitable or implied indemnification at any time, except as provided by the Terms.

10. DISPUTE RESOLUTION, BINDING INDIVIDUAL ARBITRATION, AND WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND NextNav HAVE AGAINST EACH OTHER ARE RESOLVED.

10.1 Disputes

The terms of this Section shall apply to all Disputes between you and NextNav. For the purposes of this Section, “Dispute” shall mean any dispute, claim, or action between you and NextNav, other than for statutory or common law claims related to intellectual property or those that qualify for small claims court, arising under or relating to any Services, Website, these Terms, or any other transaction involving you and NextNav, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law. You and NextNav agree that “Dispute” as defined in these terms shall not include i) any claim or cause of action by you or NextNav for statutory or common law claims related to intellectual property, including but not limited to (a) trade secret misappropriation, (b) patent infringement, (c) copyright infringement or misuse, or (d) trademark infringement or dilution; or ii) matters that qualify for small claims court. Moreover, notwithstanding anything else in these Terms, you agree that a court, not the arbitrator, shall decide if a claim falls within one of those two exceptions.

10.2 Binding Arbitration

You and NextNav agree to arbitrate all Disputes pursuant to binding individual arbitration. You and NextNav further agree that the Federal Arbitration Act (9 U.S.C. §1, et seq.) governs the interpretation and enforcement of this Section, and that this Section shall survive termination of these Terms and your relationship with NextNav.

10.3 Arbitration Procedure

The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules (“AAA Rules”), which are available at www.adr.org or by calling 1-800-778-7879, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Unless you and we agree otherwise, the arbitration shall take place in Santa Clara County, CA before a single neutral arbitrator appointed in accordance with the AAA Rules and shall be conducted in the English language. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the existence, interpretation, applicability, enforceability or formation of these Terms and its arbitration provision, including, but not limited to, the arbitrator’s own jurisdiction, and any claim that all or any part of these Terms is void or voidable. Notwithstanding this broad grant of authority to the arbitrator, a court shall determine the limited question of whether a claim or cause of action is for intellectual property or is a small claim, which are excluded from the definition of “Disputes” above. All arbitrations shall be conducted and resolved on an individual basis and not a class-wide, multiple plaintiff or similar basis. No arbitration shall be consolidated with any other arbitration proceeding involving any other person or entity.

10.4 Jurisdiction and Venue for Other Controversies

Any controversy excluded from the arbitration procedure and class action waiver provisions of this Section shall be filed only in the federal or state courts located in Santa Clara County and each of us agrees that such courts shall have exclusive jurisdiction and venue for any such actions. You consent to the exclusive jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. The prevailing party in any suit, action or proceeding, including any arbitration proceeding, will be entitled to recover its reasonable legal fees and costs and expenses from the other party.

10.5 Prohibition of Class and Representative Actions and Non-Individualized Relief

BOTH OF US AGREE THAT WE MAY BRING CLAIMS AGAINST EACH OTHER ONLY ON AN INDIVIDUAL BASIS AND HEREBY WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING, TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW. FURTHER, UNLESS BOTH YOU AND NEXTNAV OTHERWISE AGREE IN WRITING, THE COURT MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.

10.6 Future Amendments to this Section

Both of us agree that if we make any amendment to this Dispute Resolution, Binding Individual Arbitration, And Waiver Of Class Actions And Class Arbitrations section (other than an amendment to any notice address or site link provided herein) in the future, that amendment will not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the amendment. However, the amendment will apply to all other disputes or claims governed by this section that have arisen or may arise between you and NextNav. We will notify you of amendments to this section by posting the amended Terms on www.nextnav.com. If you do not agree to the amended terms, you may close your account within 30 days and you will not be bound by the amended dispute resolution terms. If you do not have an account (or once you have closed your account, if applicable), you must cease using the Website immediately. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and NextNav in accordance with the provisions of this “Dispute Resolution, Binding Individual Arbitration, And Waiver Of Class Actions And Class Arbitrations” section as of the date you first accepted the Terms (or accepted any subsequent changes to the Terms).

11. MISCELLANEOUS

11.1 Governing Law

The Terms and any Dispute between you and NextNav shall be exclusively governed by the laws of the State of California without regard to conflict of law principles.

11.2 Privacy

Our collection and use of information about Users is governed by our Privacy Policy. By accessing and using the Website, you consent to the collection and use of this information, including the transfer of this information outside the United States and/or other countries, for storage, processing and use by NextNav. As part of providing you the Website, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services, which you may not be able to opt-out from receiving.

11.3 Entire Agreement

These Terms, including these Terms of Use, our Privacy Policy, the applicable Supplemental Terms and any and all Website Rules, constitute the entire and exclusive understanding and agreement between you and NextNav regarding your access to and use of the Website and supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between you and NextNav and regarding the subject matter hereof.

11.4 Assignment

You may not assign, transfer, delegate or sublicense any of your rights or obligations under the Terms, including by operation of law or merger or consolidation, without our express prior written consent, which may be granted or withheld in our sole discretion. Any attempted assignment, transfer, delegation or sublicense without the foregoing consent will be null and void. NextNav may assign, transfer, delegate and/or sublicense our rights and obligations under the Terms, in whole or in part, in its sole discretion, without restriction.

Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their successors and assigns.

11.5 No Agency

Except as otherwise expressly set forth herein, no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.

11.6 Survival of Terms

Any provisions of the Terms that contemplate performance or observance subsequent to the expiration or termination of these Terms of Use shall survive such expiration or termination.

11.7 Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to the Terms, will be in writing and given by NextNav (i) via e-mail (in each case to the address that you provide), or (ii) by posting to the Website or via the App. For notices made by e-mail, the date on which such notice is transmitted will be deemed the date of receipt.

11.8 Waiver

Our failure to exercise any right or enforce any obligation under these Terms of Use or to take action with respect to a breach by you or others will not constitute a waiver of such right, obligation or breach. The waiver of any right, obligation or breach will be effective only if in writing and signed by a duly authorized representative of NextNav. In addition, no waiver granted in any instance shall constitute a waiver in any other instance.

11.9 Remedies

Except as expressly set forth in the Terms, the exercise by either party of any of its remedies under the Terms will be without prejudice to its other remedies available under contract, at law, in equity or otherwise.

11.10 Severability

Except as otherwise provided in the Terms, if an arbitrator or a court of competent jurisdiction finds any provision of the Terms to be invalid, void or unenforceable, in whole or in part, for any reason, the offending provision will be enforced to the maximum extent permissible and will not affect the validity or enforceability of the remaining provisions, which will remain in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions in Section 10.5; if the prohibition against class or representative actions is found to be unenforceable, the entire Section 10 shall be null and void.

11.11 Headings

The headings in the Terms are for reference purposes only and do not limit or otherwise affect the meaning or interpretation of any of the provisions hereof.

11.12 Third-Party Beneficiaries

Except as otherwise expressly set forth herein, the Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto.

11.13 Contact Us

If you have any questions or concerns, please contact NextNav at [email protected] or 800.775.0982.

You can also write to us at:

NextNav, 484 Oakmead Parkway, Sunnyvale CA 94085

11.14 California Residents

Pursuant to California Civil Code §1789.3, California residents are also entitled to the following specific consumer rights notice:

Complaints regarding the Website or Services or requests to receive further information regarding use of the Website or Services may be sent to the above address or to [email protected].

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N112, Sacramento, CA 95834 or by telephone at (916) 445-1245 or (800) 952-5210. Hearing impaired persons may call TDD (800)-326-2297 or TDD (916)-928-1227, see www.dca.ca.gov for additional information.