Doneven Ventures LLC d/b/a DV Technologies

MASTER SERVICES AGREEMENT

Implementation, managed services, and commercial terms for DV OS

Version 2.2 | Effective Date: January 1, 2026 | Last Updated: January 1, 2026

This Master Services Agreement ("Agreement") is entered into by and between Doneven Ventures LLC d/b/a DV Technologies ("Company," "we," "us," or "our") and the customer identified on the applicable Order Form ("Customer," "you," or "your"). This Agreement, together with any Order Forms, the Terms of Service, Privacy Policy, Acceptable Use Policy, Data Processing Addendum, and AI and Call Recording Disclosure, governs Customer's access to and use of the DV Operating System ("DV OS" or the "Services").

Order of precedence. In the event of conflict: (1) the Order Form, as to the specific commercial terms stated in it; (2) this Agreement; (3) the Data Processing Addendum, which controls as to the processing of personal information; (4) the Terms of Service; (5) the remaining policies. Capitalized terms not defined here have the meanings given in the Terms of Service.

1. SCOPE OF SERVICES

Company will provide the DV Operating System (DV OS) and related professional services as described in one or more Order Forms (the "Services"). The Services may include: (a) configuration and deployment of DV OS; (b) enablement of integrations with third-party systems that Customer provisions; (c) training; (d) ongoing hosting, monitoring, and maintenance; and (e) minor workflow adjustments as scoped in the applicable Order Form.

Services outside the scope of an Order Form, including major custom development, new feature requests, or significant process re-engineering, will be performed only under a mutually agreed written change order or new Order Form at Company's then-current rates. Availability of any integration is subject to the continued availability and terms of the applicable third-party provider. Company does not commit to the ongoing availability of any specific third-party integration.

2. ORDER FORMS AND STATEMENTS OF WORK

Each engagement will be set forth in an Order Form or Statement of Work referencing this Agreement and specifying the Services, Implementation Fees, Monthly Managed Retainer, Subscription Term, included support hours, consent elections, and other commercial terms. An Order Form is effective when signed by both parties (electronic signatures accepted) or when Customer accepts it online.

3. FEES AND PAYMENT

Customer shall pay the fees in each Order Form. Unless otherwise stated: (a) Implementation Fees are due upon signing or per a milestone schedule in the Order Form; (b) Monthly Managed Retainer fees are billed in advance and due on the first day of each billing period; and (c) all fees are non-refundable except as expressly provided or required by law.

Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law. Company may suspend Services for non-payment after ten (10) days' written notice. Customer is responsible for all applicable taxes, excluding taxes on Company's net income. Company may adjust Monthly Managed Retainer fees on at least sixty (60) days' prior written notice. Continued use after the effective date constitutes acceptance.

Pass-through and third-party charges. Fees exclude charges from third-party providers Customer provisions or that are billed through usage, including telephony and messaging, e-signature, payment processing, AI usage above included allotments, and calendar or accounting platforms. Those are Customer's responsibility and are not included in the Monthly Managed Retainer.

4. TERM AND TERMINATION

This Agreement begins on the Effective Date of the first Order Form and continues until terminated. Each Order Form has its own Subscription Term. Unless otherwise stated, Subscription Terms renew automatically for successive periods equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Either party may terminate this Agreement or an Order Form: (a) for material breach if the other party fails to cure within thirty (30) days after written notice; or (b) immediately if the other party becomes insolvent or files for bankruptcy. Company may additionally suspend or terminate immediately where continued access presents a material security risk or a violation of law or the Acceptable Use Policy.

Upon termination, Customer's right to access the Services ends, and Company will make Customer Data available for export for thirty (30) days, after which Company deletes or de-identifies it in accordance with the Privacy Policy retention schedule and the Data Processing Addendum. On written request before the end of the export window, Company will provide reasonable transition assistance at its then-current hourly rate.

5. CUSTOMER OBLIGATIONS

Customer shall: (a) provide timely access to necessary personnel, systems, and information; (b) ensure Authorized Users comply with the Terms of Service and Acceptable Use Policy; (c) obtain all required consents and provide all required notices for Customer Data, including all-party consent for call recording and transcription where required by law, and prior express consent for SMS and calling under the Telephone Consumer Protection Act; (d) review and verify all AI-generated output before relying on it; (e) maintain the confidentiality of account credentials and promptly deprovision departed personnel; (f) issue any notice at collection required for its own workforce with respect to time tracking, activity logging, and job site check-in location capture, and confine location capture to lawful working purposes; (g) assign least-privileged roles and review role assignments at least annually; (h) configure retention periods for call recordings and transcripts consistent with its own legal obligations; and (i) designate a primary administrator and a security contact.

6. CONTRACT CONTENT, DOCUMENT FORMATTING, AND COUNSEL REVIEW

Customer is solely responsible for the content, accuracy, completeness, legal sufficiency, and enforceability of every contract, estimate, change order, invoice, notice, or other instrument that Customer creates, uploads, formats, generates, approves, or transmits through DV OS, including any document processed by the Master Contract Generator or any similar formatting or template feature.

DV OS may reformat a document Customer supplies for visual consistency (for example branding, typography, margins, and fillable field placement). That functionality is a formatting and layout aid only. Company does not draft, revise, interpret, validate, or provide any opinion on legal content. Company is not a law firm and does not practice law or provide legal advice.

Before approving, storing as a master, sending for signature, or otherwise relying on any document that has been formatted, generated, or processed through DV OS, Customer shall: (a) read the output word for word against Customer's source document; (b) obtain review by qualified legal counsel admitted in the jurisdictions where Customer does business, or knowingly accept the risk of not doing so; and (c) complete any in-product attestation required by DV OS, including any typed confirmation of approval.

Customer's completion of an in-product approval gate, including checking required boxes and typing "I APPROVE" or a similar confirmation, constitutes Customer's binding acknowledgment of the obligations in this Section 6. Company may refuse to process or transmit a document if the integrity checks or approval gate have not been completed. Company has no duty to detect legal defects, missing clauses, or jurisdictional non-compliance in Customer documents.

Customer remains solely responsible for keeping its templates and form documents current with applicable law in every state where Customer works, for verifying signer identity and authority, and for providing any consumer disclosures and obtaining any consents required under the federal ESIGN Act and applicable state UETA when a signer is a consumer.

7. INTELLECTUAL PROPERTY AND DATA

Company retains all right, title, and interest in DV OS and the Services, including all software, models, prompts, non-Customer-specific configurations, documentation, and related intellectual property. Customer retains all right, title, and interest in Customer Data. Customer grants Company a limited license to use Customer Data solely to provide, secure, support, and improve the Services, as further limited by the Data Processing Addendum.

Model development. Company may use Customer Data to develop and improve artificial intelligence models used in the Services only where Customer has separately opted in, and only on the de-identification and non-leakage terms set out in Section 8 of the Data Processing Addendum. That election is unbundled from this Agreement and may be withdrawn prospectively at any time.

Customer-specific configurations, custom fields, and workflows created under an Order Form are licensed to Customer during the Subscription Term for use with the Services. Upon termination, Company has no obligation to provide source code or transfer ownership of the underlying platform.

8. WHITE-LABEL AND BRANDING

Where the deployment displays Customer's branding, Customer grants Company a limited, revocable license to display Customer's name, logo, and brand colors within Customer's tenant and on Customer-facing communications and portals, solely to deliver the Services. Customer warrants it holds the rights necessary to grant that license and will indemnify Company against claims to the contrary. Branding does not alter the parties' roles.

9. SECURITY AND DATA PROTECTION

Company will maintain the technical and organizational measures described in the Security Overview and in the Data Processing Addendum, which is incorporated into this Agreement by reference. Company will notify Customer of a confirmed Security Incident affecting Customer's personal information without undue delay and no later than seventy-two (72) hours after confirmation. Company maintains a published list of subprocessors and will provide at least thirty (30) days' notice of additions or replacements, with an objection right as set out in the Data Processing Addendum.

10. WARRANTIES AND DISCLAIMERS

Company warrants that it will perform professional services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

COMPANY DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY AI-GENERATED TRANSCRIPT, SUMMARY, EXTRACTED FIELD, SCORE, DRAFT COMMUNICATION, FORECAST, OR GENERATED OR FORMATTED DOCUMENT. COMPANY DOES NOT WARRANT THAT ANY DOCUMENT PROCESSED THROUGH THE SERVICES IS LEGALLY SUFFICIENT, ENFORCEABLE, OR APPROPRIATE FOR CUSTOMER'S USE. COMPANY IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL, TAX, ACCOUNTING, INSURANCE, LICENSING, OR REGULATORY ADVICE.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, REVENUE, OR DATA.

The cap does not apply to Customer's payment obligations, Customer's indemnification obligations, Customer's breach of the license restrictions, Customer's obligations under Section 6 (Contract Content, Document Formatting, and Counsel Review), or either party's fraud or willful misconduct.

12. INDEMNIFICATION

Customer shall indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, and affiliates from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data or Customer's use of the Services; (b) Customer's breach of this Agreement, the Terms of Service, the Acceptable Use Policy, or any representation or warranty; (c) the content, accuracy, completeness, legal sufficiency, or enforceability of any contract, estimate, change order, invoice, notice, or other instrument that Customer creates, uploads, formats, generates, approves, or transmits through the Services; (d) any claim under federal or state wiretap and call recording statutes, the Telephone Consumer Protection Act, CAN-SPAM, or state telemarketing statutes arising from communications sent through the Services; (e) any claim by an Authorized User relating to workforce monitoring, time tracking, or location capture; and (f) any claim by a portal recipient arising from Customer's sharing of a portal link or the content Customer made available through it.

Company shall indemnify Customer from third-party claims that the Services as provided by Company infringe a U.S. intellectual property right, subject to prompt notice, sole control of defense, and reasonable cooperation. This obligation does not apply to claims arising from Customer Data, AI output, generated or formatted documents, third-party services, modifications not made by Company, or use in violation of this Agreement.

13. CONFIDENTIALITY

Each party will protect the other's Confidential Information with reasonable care and will not use or disclose it except as necessary to perform under this Agreement or with prior written consent. These obligations survive three (3) years after termination, and indefinitely as to trade secrets.

14. INSURANCE

Company maintains commercial general liability, technology errors and omissions/professional liability, and cyber liability insurance in amounts reasonable for a company of its size and the nature of the Services. Certificates are available on reasonable written request. Customer shall maintain the general liability and workers' compensation coverage required by its own operations and licensing.

15. PUBLICITY

Neither party will issue a press release naming the other without prior written consent. Company may identify Customer by name and logo in customer lists and on its website unless Customer opts out in writing. Case studies, testimonials, and quotations require Customer's prior written approval.

16. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by the laws of the State of California, without regard to conflict of laws principles. The parties will attempt informal resolution for thirty (30) days after written notice of a dispute. Thereafter, any dispute shall be resolved by binding arbitration administered by JAMS in the county of Company's principal place of business in California, under its Comprehensive Arbitration Rules, before a single arbitrator. Each party may bring claims only in an individual capacity; class actions are waived. Either party may seek provisional injunctive relief to protect intellectual property or Confidential Information. Any claim must be brought within one (1) year after it accrues.

17. GENERAL PROVISIONS

This Agreement, together with all Order Forms and the referenced policies, constitutes the entire agreement and supersedes all prior agreements. Amendments must be in writing and signed or accepted electronically. Customer may not assign without Company's prior written consent; Company may assign in connection with a merger, acquisition, or sale of assets. If any provision is unenforceable, the remainder continues in effect. Notices may be sent by email with confirmation of receipt. The parties are independent contractors. Neither party is liable for delays caused by circumstances beyond its reasonable control, other than payment obligations.

IN WITNESS WHEREOF, the parties have executed this Master Services Agreement as of the Effective Date of the first Order Form.

EXHIBIT A: SERVICE LEVEL SCHEDULE

Applies only where an Order Form expressly incorporates this Exhibit.

Availability commitment. Company will use commercially reasonable efforts to make DV OS available 99.5% of the time in each calendar month, measured as total minutes in the month less Excluded Minutes, divided by total minutes in the month.

Excluded Minutes. Scheduled maintenance announced at least forty-eight (48) hours in advance and performed outside 6:00 a.m. to 6:00 p.m. Pacific Time on business days; emergency maintenance necessary to address a security or stability risk; unavailability caused by a Third-Party Service, Customer's network or devices, Customer's configuration, Customer's breach, or beta features; and force majeure events.

Service credits. If monthly availability falls below the commitment, Customer may request a credit against the following month's Monthly Managed Retainer: 99.0% to below 99.5% = 5%; 95.0% to below 99.0% = 10%; below 95.0% = 25%. Credits must be requested in writing within thirty (30) days of the end of the affected month, are capped at 25% of the monthly fee, and are Customer's sole and exclusive remedy for availability shortfalls.

Support targets. S1 Critical (Services fully unavailable or data at risk): 4 business hours. S2 High (major function unusable, no workaround): 1 business day. S3 Normal (function impaired, workaround exists): 2 business days. S4 Low (question, cosmetic issue, or enhancement request): 5 business days. Support hours are 8:00 a.m. to 5:00 p.m. Pacific Time, Monday through Friday, excluding U.S. federal holidays. Response targets are targets, not warranties.

© 2026 Doneven Ventures LLC d/b/a DV Technologies. All rights reserved.

legal@dvtechnologies.com | [Principal Place of Business Address], California