Doneven Ventures LLC d/b/a DV Technologies

TERMS OF SERVICE

Governing access to and use of the DV Operating System (DV OS)

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

PLEASE READ THESE TERMS OF SERVICE ("Terms") CAREFULLY. BY ACCESSING OR USING THE SERVICES PROVIDED BY Doneven Ventures LLC d/b/a DV Technologies ("Company," "we," "us," or "our"), YOU ("Customer," "you," or "your") AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER IN SECTION 20, WHICH AFFECT YOUR LEGAL RIGHTS.

1. DEFINITIONS

• "Services" means the DV Operating System (DV OS) software-as-a-service platform, including all related web applications, dashboards, mobile interfaces, portals, APIs, documentation, updates, and support services.

• "Customer Data" means all data, content, information, and materials that Customer or its Authorized Users upload, submit, transmit, generate, or otherwise make available through the Services, including lead intake information, call recordings, transcripts, AI-generated summaries and extracted fields, messages, photographs, scope documents, estimates, bids, invoices, contracts, and related records.

• "Authorized User" means an individual employee, contractor, or agent of Customer authorized by Customer to access the Services under Customer's account.

• "Portal Recipient" means a client, homeowner, subcontractor, vendor, or other third party who accesses a link that Customer generates through the Services without holding a Customer account.

• "Order Form" means any ordering document, statement of work, online checkout, or written agreement specifying the Services, fees, and other commercial terms.

• "Subscription Term" means the period during which Customer is entitled to access the Services as set forth in the applicable Order Form.

• "AI Features" means any functionality of the Services that uses artificial intelligence or machine learning, as further described in Section 9.

• "Policies" means the Acceptable Use Policy, Privacy Policy, Cookie Policy, Data Processing Addendum, and AI and Call Recording Disclosure, each incorporated into these Terms by reference.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

The Services are intended solely for business use by general contractors, trade service firms, and other commercial entities located in the United States. You represent and warrant that: (a) you are at least 18 years of age; (b) you have legal authority to bind the entity on whose behalf you accept these Terms; (c) you will provide accurate, current, and complete registration information; and (d) you will maintain the security of account credentials and promptly notify Company of any unauthorized access.

Customer is solely responsible for all activities under its account and for the acts and omissions of its Authorized Users and Portal Recipients. Consumer use is prohibited. The Services are not offered to consumers for personal, family, or household purposes.

3. SERVICES AND LICENSE GRANT

Subject to Customer's compliance with these Terms and timely payment of fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Services solely for Customer's internal business operations. Company retains all right, title, and interest in and to the Services.

Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying ideas of the Services; (b) modify, adapt, translate, or create derivative works; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Services available to any third party except as expressly permitted; (d) use the Services to develop, train, or improve a competing product or service; (e) remove or obscure proprietary notices; (f) use the Services in violation of applicable law, these Terms, or the Policies; (g) interfere with or disrupt the integrity or performance of the Services; or (h) extract, scrape, or bulk-export Services output for the purpose of training a machine learning model.

4. CUSTOMER DATA AND DATA OWNERSHIP

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Company does not claim ownership of Customer Data. Customer grants Company a limited, non-exclusive, worldwide license to host, copy, process, transmit, and display Customer Data solely as necessary to provide, maintain, secure, and support the Services, and as otherwise permitted by these Terms, the Data Processing Addendum, or Customer's written instructions.

Customer represents and warrants that: (a) it has all necessary rights, consents, and authority to provide Customer Data to Company; (b) Customer Data does not and will not infringe, misappropriate, or violate any third-party right or applicable law; (c) it has provided all notices and obtained all consents required under applicable privacy, data protection, communications, and recording laws, including all consents required under federal and state wiretap and call recording statutes and under the Telephone Consumer Protection Act; (d) it will not submit protected health information, biometric identifiers, government identification numbers, full payment card or financial account numbers, information about individuals under 16, or any other category of data for which the Services are not authorized; and (e) it has issued any notice at collection required for its own Authorized Users, including with respect to time tracking and job site check-in location capture.

Company processes personal information contained in Customer Data as a "service provider" or "processor" under the CCPA and analogous laws, in accordance with the Privacy Policy and the Data Processing Addendum.

5. WHITE-LABEL AND BRANDING

Where Customer's deployment displays Customer's or a reseller's branding, Customer grants Company a limited, non-exclusive, revocable license to display Customer's name, logo, and brand colors within Customer's tenant of the Services and on Customer-facing communications and portals for the purpose of delivering the Services. Branding does not alter the parties' roles. Company remains the operator of the underlying platform; Customer remains the business or controller of its tenant data.

6. FEES, PAYMENT, AND TAXES

Customer shall pay all fees set forth in the applicable Order Form. Unless otherwise stated, fees are due in advance and are non-refundable except as expressly provided in these Terms or required by law. Fees do not include charges assessed by third-party providers that Customer provisions or that are billed through pass-through usage, including telephony and messaging, e-signature, payment processing, AI usage above included allotments, and calendar or accounting platforms. Those charges are Customer's responsibility.

Company may change fees upon at least thirty (30) days' prior written notice. Continued use after the effective date constitutes acceptance. Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. If Customer fails to pay any undisputed amount when due, Company may, after at least ten (10) days' written notice, suspend access until all outstanding amounts are paid.

7. TERM, RENEWAL, AND TERMINATION

The Subscription Term begins on the effective date in the Order Form and continues for the initial term stated therein. Unless otherwise stated, it renews 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 these Terms or an Order Form: (a) upon thirty (30) days' written notice if the other party materially breaches and fails to cure within the notice period; or (b) immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors. Company may suspend access immediately, without prior notice, where Company reasonably determines that continued access presents a material security risk, a violation of law, or a material violation of the Acceptable Use Policy.

Upon termination or expiration: (i) all rights granted to Customer terminate; (ii) Customer shall cease all use of the Services; (iii) Company will make Customer Data available for export for thirty (30) days, after which Company may delete Customer Data in accordance with its retention practices; and (iv) surviving sections continue in effect.

8. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential. Customer Data is Customer's Confidential Information. The Services, pricing, and roadmap are Company's Confidential Information. Each party will protect the other's Confidential Information with at least reasonable care. These obligations survive for three (3) years after termination, and indefinitely as to trade secrets.

9. ARTIFICIAL INTELLIGENCE FEATURES

The Services include AI Features provided using third-party artificial intelligence and machine learning technologies. AI Features fall into three tiers.

9.1 Tier 1: Assistive AI (analysis of existing content)

Includes call transcription, call summarization, intake field extraction, call quality-assurance scoring, and content suggestions. Customer acknowledges that these outputs may contain errors, omissions, mischaracterizations, and inaccuracies, and are provided for convenience only. Company does not warrant the accuracy, completeness, or reliability of any AI output. Customer remains solely responsible for reviewing and verifying AI output before relying on it.

9.2 Tier 2: Generative AI (draft content for human approval)

Includes AI-drafted replies, task and description generation, and document formatting. Drafts are prepared for Customer's review. Customer is the author and sender of any content it approves and transmits. Company has no responsibility for the content of any message Customer sends.

9.3 Tier 3: Autonomous AI (automated transmission and automated voice interaction)

Certain features can transmit communications without individual human approval, or, where and when Company makes such a feature available, conduct an automated voice conversation with a caller. Tier 3 features are off by default. Customer may enable them only by affirmative election. By enabling Tier 3 features, Customer: (a) acknowledges that the Services will send communications automatically under Customer's name, telephone number, or email address, without prior human review of each message; (b) is solely responsible for the content, timing, frequency, and lawfulness of every communication so transmitted; (c) represents that it has obtained all consents required under the TCPA, state telemarketing and auto-dialer statutes, CAN-SPAM, and applicable recording statutes; (d) will configure the Services to honor opt-out requests and will not transmit outside permitted hours; (e) will ensure that automated communications and automated voice interactions clearly disclose that the recipient is interacting with an automated system, and will provide a prompt path to a human; (f) will not use Tier 3 features for cold outreach, purchased lists, or any recipient with whom Customer lacks a prior express relationship or consent; and (g) will monitor the outbound queue and audit logs on a regular basis. Company may disable Tier 3 features for any account where Company reasonably suspects misuse.

9.4 Contract generation and document formatting

Certain features ingest a document Customer supplies and produce a reformatted version. These features perform formatting and template preparation only. Company does not draft, review, interpret, validate, or provide any opinion on legal content, and Company is not a law firm and does not provide legal advice. Customer is solely responsible for verifying, word for word, that the output matches the source document and is legally sufficient for its intended use, and for obtaining review by qualified counsel before execution. Customer's approval of a generated document constitutes Customer's confirmation that it has done so.

9.5 Call recording, transcription, and consent

Where Customer enables recording or transcription, Customer is solely responsible for compliance with all federal and state wiretap, eavesdropping, and call recording laws, including all-party consent statutes such as California Penal Code sections 632 and 632.7. Customer shall: (a) provide a clear recording disclosure at the beginning of every recorded call; (b) obtain consent from all participants where required; (c) not record where consent has been refused; and (d) maintain records of its disclosure practices. See the AI and Call Recording Disclosure for detail. Company provides tooling to assist with disclosure but does not determine or verify Customer's compliance.

9.6 Service improvement and model development

Company may use Customer Data to operate, secure, troubleshoot, and improve the Services. Company may additionally use Customer Data, including call transcripts and outcome data, to develop, evaluate, tune, and improve artificial intelligence models used in the Services, subject to all of the following: (i) Customer has separately and affirmatively opted in, by an unbundled election on an Order Form or in account settings; (ii) the data is de-identified before use for model development; (iii) Company does not attempt to re-identify it; (iv) no Customer's identifiable content is reproduced in, or recoverable from, output delivered to another customer; and (v) Company's AI subprocessors are contractually prohibited from using data submitted through the Services to train their own general-purpose models. Customer may withdraw the election at any time on written notice, effective prospectively.

9.7 Prohibited AI uses

Customer shall not use AI Features to: process categories of data excluded under Section 4(d); make employment, credit, housing, insurance, or similar decisions producing legal or similarly significant effects about an individual without meaningful human review; generate content that is unlawful, deceptive, defamatory, or infringing; or impersonate any person.

10. ELECTRONIC SIGNATURES

Where the Services transmit documents for electronic signature, Company provides the transmission and record-keeping mechanism only, through a third-party e-signature provider. Company makes no representation or warranty as to the validity, enforceability, or legal sufficiency of any document executed through the Services. Customer is solely responsible for: (a) the content of any document it sends for signature; (b) providing any consumer disclosure and obtaining consent to the use of electronic records and signatures required under the federal ESIGN Act (15 U.S.C. section 7001(c)) and applicable state UETA; (c) verifying signer identity and authority; and (d) retaining executed documents and audit trails as its records require.

11. MESSAGING AND TELEPHONY

Where the Services send or receive telephone calls, SMS, or email on Customer's behalf, Customer is the sender and the initiating party for all purposes under applicable law. Customer is responsible for obtaining and documenting prior express consent where required, registering messaging campaigns with carriers where required (including A2P 10DLC), honoring opt-out requests, respecting quiet hours, and complying with the TCPA, CAN-SPAM, state telemarketing laws, and carrier policies. Company may throttle, suspend, or block messaging on any account that generates excessive complaint rates, carrier violations, or opt-out failures.

12. THIRD-PARTY SERVICES AND INTEGRATIONS

The Services may interoperate with or depend on third-party services. Customer's use of any Third-Party Service is subject to that provider's terms and privacy policy and is at Customer's own risk. Company is not responsible for the availability, accuracy, security, or performance of any Third-Party Service. The Services are designed to continue operating core workflows if an optional Third-Party Service is unavailable or not provisioned. Company maintains a current list of subprocessors at https://www.dvtechnologies.com/legal/subprocessors.

13. BETA AND PREVIEW FEATURES

Company may make features available that are identified as beta, preview, pilot, early access, or similar. Beta features are provided "AS IS," without warranty, support, or service level commitment, may be modified or discontinued at any time, and are excluded from any uptime commitment. Customer's use of a beta feature is voluntary and at Customer's sole risk.

14. SERVICE LEVELS AND SUPPORT

Where an Order Form or the Master Services Agreement includes a Service Level Schedule, that schedule states Company's sole obligation and Customer's sole remedy for availability shortfalls. Absent such a schedule, the Services are provided without an uptime commitment.

15. WARRANTIES AND DISCLAIMERS

Each party represents and warrants that it has the legal power and authority to enter into these Terms. Company warrants that it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA OR RESULTS OBTAINED FROM THE SERVICES, INCLUDING ANY AI OUTPUT, TRANSCRIPT, SUMMARY, EXTRACTED FIELD, SCORE, FORECAST, REPORT, OR GENERATED DOCUMENT, WILL BE ACCURATE, COMPLETE, OR RELIABLE.

COMPANY IS NOT A LAW FIRM, IS NOT AN ACCOUNTING FIRM, AND DOES NOT PROVIDE LEGAL, TAX, ACCOUNTING, INSURANCE, LICENSING, OR REGULATORY ADVICE. NOTHING IN THE SERVICES, THE DOCUMENTATION, THE SITE MANUAL, OR ANY TRAINING MATERIAL CONSTITUTES SUCH ADVICE.

16. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY (OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing cap does not apply to: (a) Customer's payment obligations; (b) Customer's indemnification obligations under Section 17; (c) Customer's breach of Section 3 (license restrictions) or Section 9 (AI Features); or (d) either party's fraud or willful misconduct.

17. INDEMNIFICATION

By Customer. 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 these Terms, the Policies, or any representation or warranty; (c) any claim that Customer Data infringes, misappropriates, or violates any third-party right or applicable law; (d) any dispute between Customer and any third party, including Customer's clients, prospects, employees, subcontractors, or vendors; (e) any claim arising from the recording, monitoring, transcription, or analysis of any communication, including under federal or state wiretap, eavesdropping, or two-party consent statutes; (f) any claim under the Telephone Consumer Protection Act, CAN-SPAM, or any state telemarketing, auto-dialer, or messaging statute arising from communications sent through the Services; (g) any claim arising from a document generated, formatted, or executed through the Services, including any claim as to its content, accuracy, completeness, or enforceability; (h) any claim by an Authorized User relating to workforce monitoring, time tracking, or location capture; and (i) any claim by a Portal Recipient arising from Customer's sharing of a portal link or the content Customer made available through it.

By Company. Company shall indemnify, defend, and hold harmless Customer from third-party claims that the Services, as provided by Company and used in accordance with these Terms, infringe a U.S. patent, copyright, or trademark, provided that Customer promptly notifies Company in writing, gives Company sole control of defense and settlement, and provides reasonable cooperation. This obligation does not apply to claims arising from Customer Data, AI output, generated documents, modifications not made by Company, combination with other products or services, Third-Party Services, or use in violation of these Terms.

18. INSURANCE

Company maintains, at its own expense, 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 of insurance are available to Customer upon reasonable written request.

19. PUBLICITY

Neither party will issue a press release referencing 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 by written notice to legal@dvtechnologies.com. Any case study, testimonial, or quotation requires Customer's prior written approval.

20. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms and any dispute arising out of or relating to these Terms or the Services are governed by the laws of the State of California, without regard to conflict of laws principles.

Informal resolution. Before initiating arbitration, the parties will attempt in good faith to resolve the dispute for thirty (30) days after written notice describing the dispute and the relief sought.

Binding Arbitration. Except for claims for injunctive or other equitable relief, any dispute, claim, or controversy arising out of or relating to these Terms shall be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, before a single arbitrator, in the county of Company's principal place of business in California, or such other location as the parties agree. The arbitrator's decision is final and binding.

Class Action Waiver. CUSTOMER AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

Any claim arising out of these Terms must be brought within one (1) year after the claim accrues, or it is permanently barred, except where a longer period is required by law.

21. MISCELLANEOUS

Entire Agreement. These Terms, together with any Order Forms, the Master Services Agreement (if executed), and the Policies, constitute the entire agreement between the parties. Order of precedence: (1) the Order Form, (2) the Master Services Agreement, (3) the Data Processing Addendum, (4) these Terms, (5) the other Policies.

Amendments. Company may update these Terms by posting a revised version on the Website and updating the "Last Updated" date. Material changes take effect on the earlier of Customer's continued use after notice or thirty (30) days after posting. Company maintains an archive of prior versions at https://www.dvtechnologies.com/legal.

Assignment. Customer may not assign these Terms without Company's prior written consent. Company may assign in connection with a merger, acquisition, reorganization, or sale of all or substantially all assets.

Severability, Waiver, Force Majeure, Notices, Relationship of the Parties, Export Compliance, Feedback, and Government Users provisions apply as standard. Notices to Company: legal@dvtechnologies.com.

BY CLICKING "I AGREE," SIGNING AN ORDER FORM, OR ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND THE POLICIES INCORPORATED BY REFERENCE.

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

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