Naven
Naven
For an organization Naven builds its own version for: scope, fees, delivery, acceptance, ownership and data.
Last updated 28 September 2026For a custom version of Naven built for one organization — its name, sign-in, rules, security options and features. The proposal (scope, fees, estimated dates) is attached and signed with it. The Data Processing Agreement is signed alongside whenever the organization's people will use it. It is a template: it binds nobody until both parties complete and sign it.
Written by Naven’s developer, not by a lawyer, and not legal advice. Each party should have its own lawyer read an agreement before signing it.
This agreement is between [Customer organization] (“the Customer”) and Naven, operated by its developer, Shervin Shapoury (“Naven”).
The custom version described in the attached Proposal (“the Work”). Anything not in the Proposal is out of scope; changes are agreed in writing as a change to the Proposal, with any change to fees or dates.
Dates in the Proposal are estimates made in good faith, not guarantees.
Naven tells the Customer when each part of the Work is ready. The Customer has 10 business days to test it and tell Naven in writing of any way it fails to match the Proposal; Naven fixes those and the process repeats. Work not rejected in writing within 10 business days, or put into use with real users, is accepted.
The Customer pays the fees in the Proposal, invoiced as it says, within 30 days of each invoice. Fees exclude taxes, which the Customer pays (other than taxes on Naven's income).
If Naven ends this agreement for its own convenience, it refunds fees paid for Work not yet delivered.
After acceptance, Naven hosts and maintains the custom version for the term and at the fees in the Proposal. Support is by email; response times, uptime or other service levels apply only if the Proposal states them, and then with the remedies it states, which are the Customer's only remedies for missing them.
The Customer owns its data and content, its name and logo, and anything the Proposal says is made only for the Customer and assigned to it. Naven owns Naven — its software, designs and everything it builds that is not assigned — and gives the Customer a non-exclusive, non-transferable licence to use the custom version during the term.
Personal information of the Customer's users is handled under the Data Processing Agreement at navenapp.com/legal/dpa, which takes precedence on anything about data.
The term is in the Proposal. At its end, or if either party ends this agreement, Naven helps the Customer export its data for 30 days and then deletes it as the Data Processing Agreement says.
Naven and the Customer are independent. This agreement does not create a partnership in the legal sense, a joint venture, employment, franchise or agency, whatever the program is called. Neither may bind the other or speak for it.
Nothing here is exclusive. Each party may work with anybody else, including competitors of the other.
Each party may use the other's name and logo only as this agreement allows, only as the other provides them, and only while it is in force. Naven's name and logo remain Naven's; the Customer's remain theirs. Either may ask for any use to be changed or removed, and the other will do so within 10 business days.
the Customer will describe Naven accurately and only as Naven describes itself on navenapp.com. the Customer will not say or imply that Naven is safe, private, secure, moderated, encrypted, certified, compliant with any law or standard, or suitable for any particular person or purpose, will not make promises on Naven's behalf, and will not use Naven's name in anything misleading.
the Customer will follow the laws that apply to what they do under this agreement, including the FTC Endorsement Guides and similar rules on disclosing paid or gifted endorsements, CAN-SPAM and other anti-spam laws, and privacy and children's privacy laws. the Customer will not send unsolicited bulk messages, buy or fake traffic or sign-ups, bid on "Naven" in search advertising, create accounts for other people, or direct any promotion at children under 13.
Neither party will offer or accept anything of value to improperly influence a decision, and each will follow applicable anti-bribery and sanctions laws.
Information one party marks or reasonably understands as confidential is used only for this agreement and not disclosed, except to people who need it and are bound to keep it confidential, or where the law requires (with notice where the law allows). This does not cover information that is public, already known, independently developed, or received from someone free to share it. It lasts two years after the agreement ends.
NAVEN AND EVERYTHING NAVEN PROVIDES UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, SECURITY OR ACCURACY, TO THE FULLEST EXTENT THE LAW ALLOWS. Naven does not promise any number of visits, sign-ups, customers or payments.
TO THE FULLEST EXTENT THE LAW ALLOWS: NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL; AND NAVEN'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE GREATER OF THE AMOUNTS NAVEN PAID OR OWED TO THE OTHER PARTY UNDER IT IN THE 12 MONTHS BEFORE THE CLAIM AROSE, OR US$100.
No individual who builds or runs Naven is personally liable under this agreement, as far as the law allows (Terms of Service §12).
the Customer will defend and hold Naven harmless from third-party claims, and the resulting costs, damages and reasonable legal fees, arising from the Customer's content, statements, conduct, or breach of this agreement or of the law.
Either party may end this agreement at any time, for any reason, by email with 30 days' notice, or at once if the other seriously breaches it and does not fix the breach within 10 days of being told. When it ends, each stops using the other's name and logo, and anything already earned and properly payable is still paid. The sections on confidentiality, no warranty, limitation of liability, indemnity, and law and disputes survive.
This agreement is governed by the laws of the State of California and applicable United States federal law, without regard to conflict-of-law rules. The parties will try in good faith to resolve any dispute informally for at least 30 days first. Any claim not resolved that way must be brought in the state or federal courts located in Orange County, California, and both parties consent to their jurisdiction. Claims are brought only individually, not as part of a class or representative action, to the fullest extent the law allows.
This agreement, and anything it names, is the whole agreement on its subject and replaces anything said or written before. Naven's Terms of Service still apply to any use of Naven itself. A change binds only if it is in writing and accepted by both (an email exchange is enough), except that Naven may update the Partner Program Terms as they say. Neither may transfer this agreement without the other's consent, except that Naven may transfer it with the service. If a part is unenforceable, the rest stands and that part is enforced as far as it can be. Not enforcing a term is not a waiver. Notices are by email: to Naven at legal@navenapp.com with a copy to partners@navenapp.com, and to the other party at the address it gave. Electronic signatures and acceptance by clicking are valid, and the agreement may be signed in counterparts.
| Customer | Naven | |
|---|---|---|
| Name | ||
| Title | ||
| Signature | ||
| Date |