Terms of Service

DONO.AI Inc. (“DONO.AI” or “us”, “our”, “we”) provides an application based on proprietary technology and algorithms to provide title professionals with an AI-powered data platform. Services include title search and examination, access to public records, analytics on searches, alerts on title defects and missing records, and AI-driven support related to properties in Florida (the “App”) as well as a website located at www.dono.ai (the “Site”). These Terms of Service (“Terms”) govern your access and use of the App and/or Site. “You” means any entity that uses the App, including the personnel of such entity (together, the “Customer”) as well as any visitor to the Site.

Please read these Terms carefully. These Terms govern the Customer’s access and use of the App and/or Site and any proprietary technology of DONO.AI incorporated therein. By signing the Quotation (as defined below), using the App and/or visiting the Site the Customer signify its assent to both these Terms and our Privacy Policy, which is available here. If the Customer does not agree to these Terms, it shall not sign the Quotation (as defined below), click “ACCEPT” or use the App and/or Site.

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1. Limited License. Subject to the terms and conditions herein and to the usage parameters, limits and metrics specified in the Quotation (as defined below), DONO.AI grants you a limited, non-exclusive, non-transferable and non-sublicensable license to access the Site and/or use the App during the Term of these Terms. You may use the App and/or Site for internal business purposes only. DONO.AI reserves the right to modify the App and/or Site at any time in its sole discretion. The App is made available over the Internet, and you are not entitled to any source code or executables in respect of the App.

2. Restrictions. You may not, nor allow third parties to: (i) use the App and/or Site as a part of a timeshare or service bureau arrangement; (ii) copy, modify, create derivative works of, adapt, translate, reverse engineer, decompile, or disassemble any portion of the App and/or Site in any way; (iii) except as permitted hereunder, distribute the App and/or Site to any third party or provide any third party with access to the App and/or Site; (iv) interfere with or disrupt the operation of the App and/or Site, or the servers or networks that host the App and/or Site, (v) interfere with or circumvent any security or access control mechanism of the App and/or Site, (vi) express or imply that DONO.AI endorses you or your business or present false information about the App and/or Site; (vii) use the App and/or Site for any illegal or unauthorized purpose; (viii) remove, change or modify any trademarks from or attach any additional trademarks to the App and/or Site; or (ix) visit the App and/or Site through unauthorized means, including without limitation any data mining, robots/bots, or similar data gathering and extraction tools to extract for re-utilization of any parts of the App and/or Site. You are responsible for ensuring that all use of the App and/or Site complies with applicable law (including any law concerning the collection, use and storage of information).

3. Account. DONO.AI reserves the right to refuse to allow you to open an account for any reason in its sole discretion and/or to change the method of logging in. You and your personnel should keep the information of your account private and you should not reveal the password to it to any third party. Your account is at risk if you let someone use it inappropriately. You agree to immediately notify DONO.AI of any unauthorized use of your account or password. You are fully and solely responsible for the security of your computer system and all activity on its account, even if such activities were not committed by you.

4. Intellectual Property Rights. DONO.AI owns all right, title and interest in the App and/or Site and all software related to the provision of the App and/or Site and all enhancements, derivatives, bug fixes or improvements to the foregoing and all intellectual property rights in the foregoing. You have no right to use the App and/or Site except as expressly set forth herein. Should you provide DONO.AI with any comments or suggestions for the modification,

correction, improvement or enhancement of the App and/or Site then you also grant DONO.AI the right to use such feedback without restriction and without obligation to you.

5. Payment. For certain versions and/or features of the App, Customer will be required to make payment to DONO.AI of the amounts set forth on a separate quotation or price list provided by DONO.AI, which may be available at an Internet location and at the appendix provided to you by DONO.AI (a “Quotation”). Customer must make payment of such amounts according to the payment terms set forth in the Quotation. Payment of such amounts must be without deduction or withholding including in respect of taxes or other government charges. Late payments shall be subject to a late fee of 18% per annum or, if lower, the highest amount permitted by applicable law. In the event of any conflict between these Terms and the express terms of any Quotation, the express terms of such Quotation shall govern.

6. Content Restrictions. Customer must make reasonable commercial efforts (including imposing appropriate contractual restrictions on any of Customer’s personnel that provide content or material via the App) to ensure that the content that is accessible via the App does not contain (a) material that infringes the intellectual property rights, moral rights, or privacy rights of any third party, (b) material that could reasonably be determined to be racially or ethnically insensitive, defamatory, libelous, harassing or threatening; (c) pornographic or obscene material, or material which may be harmful to a minor; (d) any virus, worm, Trojan horse, or other malicious, harmful or disruptive component; or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate.

7. Privacy; Data. In order to provide the App and associated analytics, DONO.AI collects certain data regarding Customer’s systems, code and users and regarding how the systems are used, planned, accessed and developed by Customer’s employees and service providers (the “Customer Data”). All Customer Data is Customer’s confidential information and, except as set forth in these Terms, DONO.AI shall not disclose such Customer Data to third parties or use such Customer Data except to provide services to Customer. Certain certified DONO.AI analysts may have access to Customer Data in order to understand Customer’s needs, make recommendations and provide support. Customer represents and warrants that Customer have the right to provide DONO.AI with access to all Customer Data, including without limitation the use of your systems and code by its employees and service providers, and including all account and login information that Customer may provide to DONO.AI. Customer will provide Customer’s employees and service providers with all notices required under law regarding the use of the App. DONO.AI analyzes all Customer Data in order to provide Customer with the App, including for the purposes of generating analysis and reports for Customer. In addition, DONO.AI may use Customer Data for the purpose of generating aggregate anonymous data, such as for the purpose of providing benchmarks. DONO.AI may also use aggregate, anonymous data for the purpose of improving the App, including the algorithms and models used by the App. DONO.AI will implement reasonable security measures appropriate to the nature of the Customer Data including without limitation, technical, physical, administrative and organizational controls, and will maintain the confidentiality, security and integrity of such Customer Data. DONO.AI may disclose Customer Data to the extent required by applicable law or to cooperate with a law enforcement investigation or to enforce its rights under this Agreement. DONO.AI may transfer all Customer Data to jurisdictions other than Customer’s jurisdiction.

8. Indemnification. DONO.AI shall defend, indemnify and hold harmless the Customer and its directors, officers, employees, and consultants (collectively the “Indemnitees”) from and against any claim by a third party alleging that: (a) the use of the App or the Site as contemplated under these Terms, infringes such third party’s patent, copyright, trade secret or other intellectual property or proprietary rights; or (b) DONO.AI has violated the data protection obligations pursuant to Section 7 or any data processing or similar addendum signed by the parties. Notwithstanding the foregoing, DONO.AI shall have no liability or

obligation to the Indemnitees with respect to any claim arising in connection with any of the following (and only to the extent that the claim would not arise but for such circumstances): (1) Indemnitees’ use of the App or the Site in combination with other products which; (2) modifications or alterations of the App or the Site which are not performed by DONO.AI or with its permission; (3) breach or alleged breach of Customer’s representations or obligations under these Terms.

The Indemnitee shall promptly notify DONO.AI in writing of any claim for which it seeks indemnification hereunder. DONO.AI shall bear full responsibility for, and shall have the right to solely control, the defense (including any settlements) of any such indemnifiable claim; provided, however, that (a) DONO.AI shall keep the Indemnitees informed of, and consult with the Indemnitees in connection with the progress of such litigation or settlement; and (b) DONO.AI shall have no right to settle any such claim in a manner that does not unconditionally release the Indemnitees, without the Indemnitees written consent (which consent shall not be unreasonably withheld). At DONO.AI’s request and costs, the Indemnitees will provide reasonable cooperation with respect to any defense or settlement.

9. Representations and Warranties. Customer warrants and represents that: (a) Customer is duly organized, validly existing and in good standing under the laws of the State of Customer’s organization or incorporation, and these Terms has been duly authorized by all necessary corporate or other entity action; (b) Customer has the right, power and authority to enter into and fully perform these Terms and grant all of the rights granted by Customer hereunder; and, (c) the execution of these Terms by Customer and Customer’s performance of the obligations hereunder does not and will not violate any agreement by which Customer is bound or the rights of any third party.

10. Disclaimer OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DONO.AI DOES NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, APP AND/OR SITE AND DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTIES WITH RESPECT TO THE FOREGOING, INCLUDING WITHOUT LIMITATION ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. DONO.AI MAKES NO WARRANTY REGARDING THE AVAILABILITY OF THE SERVICE, APP AND/OR SITE, AND DOES NOT WARRANT THAT YOUR USE OF THE SERVICE, APP AND/OR SITE WILL BE CONTINUOUS OR NON-INTERRUPTED. DONO.AI DOES NOT GUARANTEE THE APP, SITE AND/OR SERVICES WILL BE OPERABLE AT ALL TIMES OR DURING ANY DOWN TIME (1) CAUSED BY OUTAGES TO ANY PUBLIC INTERNET BACKBONES, NETWORKS OR SERVERS, (2) CAUSED BY ANY FAILURES OF YOUR EQUIPMENT, SYSTEMS OR LOCAL ACCESS SERVICES, (3) FOR PREVIOUSLY SCHEDULED MAINTENANCE OR (4) RELATING TO EVENTS BEYOND ENV-’S CONTROL SUCH AS STRIKES, RIOTS, INSURRECTION, FIRES, FLOODS, EXPLOSIONS, WAR, GOVERNMENTAL ACTION, LABOR CONDITIONS, EARTHQUAKES, NATURAL DISASTERS, OR INTERRUPTIONS IN INTERNET SERVICES TO AN AREA WHERE DONO.AI’S OR YOUR SERVERS ARE LOCATED.

11. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT IN THE EVENT OF INTENTIONAL MISCONDUCT BY A PARTY, INFRINGEMENT OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS BY THE OTHER PARTY, OR A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY (INCLUDING ITS EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON ITS BEHALF) SHALL HAVE LIABILITY FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OR LOSSES ARISING FROM, OR IN CONNECTION, WITH THIS AGREEMENT OR CAUSED BY THE USE OF THE APP, SITE OR THE SERVICES, INCLUDING WITH RESPECT TO LOST PROFITS, LOST OPPORTUNITIES OR LOST DATA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF INTENTIONAL MISCONDUCT BY A PARTY, A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS, INFRINGEMENT OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS BY THE OTHER PARTY, OR CUSTOMER’S PAYMENT OBLIGATIONS PURSUANT TO SECTION 5, THE TOTAL AND AGGREGATE LIABILITY OF A PARTY FOR: (A) THE INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN AND BREACH OF ANY OF THE PRIVACY AND DATA PROTECTION OBLIGATIONS PURSUANT TO SECTION 7 AND ANY DATA PROCESSING OR SIMILAR ADDENDUM SIGNED BY THE PARTIES, SHALL BE CAPPED AT A TOTAL AND AGGREGATE OF TWICE THE ANNUAL FEES PAYABLE BY CUSTOMER TO DONO.AI UNDER THE APPLICABLE QUOTATIONS; (B) ANY OTHER CLAIM ARISING FROM, OR IN CONNECTION, WITH THIS AGREEMENT OR FROM CUSTOMER’S USE OF THE APP, SITE OR SERVICES SHALL BE CAPPED AT THE AGGREGATE AMOUNT RECEIVED FROM CUSTOMER UNDER THE APPLICABLE QUOTATIONS WITHIN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Term and Termination. The term of this agreement commences on the date you accept these Terms and shall continue initially for the period specified in the Quotation. and thereafter successively renew as specified below, unless otherwise terminated earlier in accordance with these Terms and the Quotation (collectively, the “Term”). Upon the elapse of the initial period specified in the Quotation (and thereafter, for each renewal period), if the Customer’s use of the App during that period did not exceed the usage parameters, limits and metrics specified in the Quotation, these Terms will renew for an additional period of one year under the same terms specified in the Quotation, unless the Customer notifies DONO.AI in writing of its decision not to renew the Terms at least 45 days prior to the upcoming renewal date. The foregoing renewal mechanism shall repeat annually. Immediately after termination or expiration of these Terms, you will stop use of the App and/or Site.

13. Confidentiality. Each of you and DONO.AI (each, a “Recipient”) may have access to certain non-public or proprietary information of the other party (each, a “Disclosing Party”) including any technical or non-technical information related to the other party’s business and current, future and proposed products, services, and customers in each case whether or not specifically designated as “confidential” or “proprietary” (“Confidential Information”). The services, and any functionality therein shall be considered the Confidential Information of DONO.AI. Any feedback you may provide DONO.AI shall be considered the Confidential Information of DONO.AI. Except as permitted herein, Recipient may not use, disseminate, or in any way disclose the Confidential Information except for purposes of providing or receiving the Services or in furtherance of the relationship of the parties hereunder. Recipient may use the Confidential Information solely for the purposes set out in these Terms. Recipient shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information but in any event with a high degree of care. Recipient shall disclose Confidential Information only to those of its employees or representatives who have a need to know the information in order for Recipient to perform its obligations under these Terms and which are bound by non-disclosure and non-use obligations no less restrictive than those set out herein. Without derogating from the aforesaid, Recipient shall bear full responsibility for any harm caused to Disclosing Party by disclosure to its employees or representatives. The obligations set forth in this section shall survive termination of these Terms for any reason. Recipient's obligations hereunder do not apply to any Confidential Information that Recipient can demonstrate by written records (a) was in the public domain at or subsequent to the time the Confidential Information and was received by Recipient through no act or omission of Recipient; (b) was rightfully in Recipient's possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Recipient by Disclosing Party; or (c) was independently developed by Recipient without use of, or reference to, any Confidential Information. A disclosure of any Confidential Information by Recipient in response to a law, regulation, or governmental or judicial order (“Order”) will not be considered to be a breach of these Terms or a waiver of confidentiality for other purposes; provided, however, that Recipient, to the extent permitted by such Order (a) provides prompt prior written notice thereof to Disclosing Party of such Order; (b) reasonably cooperates with Disclosing Party in opposing such disclosure, (c) only discloses to extent required by such Order.

14. General. DONO.AI will carry insurance coverage as appropriate to the conduct of its business. These Terms, together with the Quotation, are the entire agreement between you and DONO.AI relating to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and DONO.AI. No waiver of these Terms shall be effective unless agreed between the parties in writing. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be interpreted as necessary to give maximum effect to its provisions as possible under applicable law, and any such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of these Terms. You may not assign any of your rights or obligations under these Terms without the prior written consent of DONO.AI. These Terms do not, and shall not be construed to, create any partnership, joint venture,

employer-employee, or agency, relationship between the parties hereto. Any claim relating to these Terms will be governed by and interpreted exclusively in accordance with the laws of the State of Delaware, United States, without reference to its conflict-of-laws principles. Any dispute arising out of or related to the Terms will be brought in, and you hereby consent to exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware.

15. Survival. Sections 4, 5, 7, 8, 11, 13 and 14 shall survive the termination of these Terms for any reason.