DoneDeal Terms of Service

DoneDeal provides a transaction operating system designed to facilitate the management, documentation, and workflow of small and middle-market mergers and acquisitions, asset purchases, and related business transactions. The Platform includes tools for document generation, collaboration, diligence tracking, checklist management, and signature routing.

DONEDEAL IS NOT A LAW FIRM. DONEDEAL DOES NOT PROVIDE LEGAL ADVICE, LEGAL REPRESENTATION, OR LEGAL SERVICES OF ANY KIND. We are a technology platform provider. No attorney-client relationship is created between you and DoneDeal through your use of the Platform.

The Platform may generate documents, provide explanations of legal concepts, offer benchmarking data, or present information about transaction structures. None of this constitutes legal advice. Any information, documents, templates, explanations, or suggestions provided through the Platform are for informational and workflow purposes only and should not be relied upon as legal advice or as a substitute for consultation with qualified legal counsel.

You are solely responsible for determining whether the documents, terms, and transaction structures generated or facilitated by the Platform are appropriate for your specific transaction and comply with applicable law. You should consult with your own independent legal counsel before entering into any transaction or relying on any document generated through the Platform.

DoneDeal makes no representations or warranties regarding the legal sufficiency, enforceability, or appropriateness of any documents or information provided through the Platform for your particular circumstances.

To access certain features of the Platform, you must create an account by providing accurate, complete, and current information as requested during the registration process. You agree to maintain and promptly update your account information to keep it accurate and current.

You are solely responsible for maintaining the confidentiality of your account credentials (username and password) and for all activities that occur under your account, whether or not authorized by you. You agree to immediately notify DoneDeal of any unauthorized use of your account or any other breach of security. DoneDeal will not be liable for any loss or damage arising from your failure to protect your account credentials or from unauthorized use of your account.

You may not share your account credentials with any third party, use another user's account without permission, or allow any unauthorized person to access the Platform through your account. You may be held liable for losses incurred by DoneDeal or other users due to unauthorized use of your account.

The Platform is designed to support small and middle-market mergers and acquisitions, with a primary focus on asset purchase transactions. The Platform may also support certain related transaction types, including stock purchases, membership interest purchases, and other business acquisition structures, at DoneDeal's discretion.

The Platform is not designed for, and DoneDeal does not support or endorse the use of the Platform for:

• Transactions involving illegal activities or prohibited goods or services
• Transactions that violate applicable law, including securities laws, antitrust laws, or export control regulations
• Transactions involving regulated industries where specialized legal or regulatory compliance is required beyond the scope of standard asset purchase documentation (e.g., banking, insurance, healthcare transactions requiring regulatory approval)
• Real estate transactions as the primary transaction type (though real estate may be included as assets in a supported business acquisition)
• Transactions designed to defraud creditors, evade taxes, or otherwise circumvent legal obligations

DoneDeal reserves the right, in its sole discretion, to determine whether a particular transaction is appropriate for the Platform and to refuse service or terminate access for any transaction that DoneDeal deems unsuitable, high-risk, or inconsistent with the Platform's intended use.

The Platform and all content, features, and functionality contained therein, including but not limited to all software, code, algorithms, user interfaces, visual designs, graphics, logos, text, document templates, workflows, data structures, and the selection and arrangement thereof (collectively, "DoneDeal IP"), are owned by DoneDeal or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

You may not copy, modify, reproduce, distribute, publicly display, publicly perform, republish, download (except as expressly permitted for in-Platform use), transmit, or create derivative works of any DoneDeal IP, except as expressly permitted in these Terms. You may not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices incorporated in or accompanying the Platform or any DoneDeal IP.

"DoneDeal," "DoneDeal OS," "DealBrain," and related logos and product names are trademarks or registered trademarks of DoneDeal. You may not use these trademarks without DoneDeal's prior written permission. All other trademarks, service marks, and trade names referenced on the Platform are the property of their respective owners.

If you provide DoneDeal with any suggestions, ideas, enhancement requests, feedback, or recommendations regarding the Platform ("Feedback"), you grant DoneDeal a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose without compensation or attribution to you.

You may upload, input, or otherwise submit data, documents, information, and other content to the Platform in connection with your use of the Platform ("User Content"). User Content may include transaction data, financial information, business documents, diligence materials, communications, and other information related to your transactions.

You retain all ownership rights in your User Content. However, by submitting User Content to the Platform, you grant DoneDeal a non-exclusive, worldwide, royalty-free license to use, store, process, reproduce, modify, display, and transmit your User Content solely to the extent necessary to provide the Platform and related services to you.

You are solely responsible for all User Content you submit to the Platform. You represent and warrant that:

• You own or have all necessary rights, licenses, and permissions to submit your User Content to the Platform and to grant the licenses described in these Terms
• Your User Content does not and will not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, or other proprietary rights
• Your User Content does not contain any confidential information of third parties that you are not authorized to disclose
• Your User Content is accurate, complete, and not misleading
• Your User Content complies with all applicable laws and regulations

DoneDeal has no obligation to monitor, review, or verify User Content. However, DoneDeal reserves the right (but has no obligation) to review, monitor, edit, or remove any User Content at any time and for any reason, including if DoneDeal determines that such User Content violates these Terms or applicable law, or poses a risk to DoneDeal, other users, or third parties.

DoneDeal may retain User Content in accordance with our data retention policies and as necessary to provide the Platform, comply with legal obligations, resolve disputes, and enforce these Terms. Even after you delete User Content or terminate your account, copies may persist in backup systems or archived records for a reasonable period.

The Platform incorporates artificial intelligence and machine learning technologies ("AI Features") to enhance functionality, including but not limited to:

• Document extraction and term mapping from uploaded documents
• Automated population of document templates based on structured deal data
• Benchmarking and market-term analysis
• Explanations of transaction concepts and terminology
• Suggested edits, issue spotting, and workflow recommendations
• Comparison of documents against user precedent or market standards

By using the Platform, you acknowledge and consent to DoneDeal's use of AI Features to process your User Content, including transaction documents and deal data, for the purposes described in Section 9.1. AI processing may involve the use of third-party AI service providers, subject to appropriate confidentiality and data protection safeguards.

YOU ACKNOWLEDGE AND AGREE THAT:

• AI-generated outputs may contain errors, inaccuracies, or omissions. AI Features are designed to assist and augment your workflow, not to replace human judgment or professional legal advice.
• You are solely responsible for reviewing, verifying, and validating all AI-generated outputs before relying on them or incorporating them into your transactions.
• AI-generated content does not constitute legal advice and should not be treated as such.
• DoneDeal makes no representations or warranties regarding the accuracy, completeness, reliability, or suitability of any AI-generated outputs.
• You assume all risk associated with your use of or reliance on AI-generated outputs.

DoneDeal will not be liable for any errors, omissions, or consequences arising from AI-generated outputs or your reliance thereon.

DoneDeal may use aggregated, anonymized, and de-identified data derived from User Content and Platform usage to train, improve, and refine AI models and algorithms used in the Platform. DoneDeal will not use your identifiable User Content to train generalized AI models that are made available to third parties or used outside the Platform without your explicit consent.

You acknowledge that in the course of using the Platform, you may submit or have access to confidential, proprietary, or sensitive business information, including transaction terms, financial data, business strategies, and other non-public information ("Confidential Information").

DoneDeal will maintain the confidentiality of your Confidential Information and will not disclose it to third parties except:

• As necessary to provide the Platform to you (including to authorized sub-processors and service providers bound by confidentiality obligations)
• As required by law, court order, or governmental authority
• With your prior written consent
• In aggregated, anonymized, or de-identified form that cannot reasonably be used to identify you or your specific transaction (as described in Section 15)

You agree to maintain the confidentiality of any non-public information about DoneDeal, the Platform, or other users that you may access or learn through your use of the Platform. You will not disclose DoneDeal's confidential information, proprietary methodologies, or trade secrets to any third party without DoneDeal's prior written consent.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms by you; (b) was rightfully in your possession prior to disclosure by DoneDeal; (c) is independently developed by you without use of or reference to DoneDeal's confidential information; or (d) is rightfully obtained by you from a third party without breach of any confidentiality obligation.

As between you and DoneDeal, you own all rights, title, and interest in and to the transaction documents generated through the Platform using your User Content and deal data (the "Generated Documents"), subject to the payment and release provisions in Sections 12 and 13.

Prior to payment of all applicable fees, you may view, edit, collaborate on, and negotiate Generated Documents within the Platform interface. However, you may not download, export, print, or otherwise remove Generated Documents from the Platform until all applicable fees have been paid in full and the transaction has reached the requisite completion stage, as described in Section 13.

Upon payment of all applicable Subscription Fees and Transaction Fees (as defined in Sections 12 and 13), and upon satisfaction of all closing conditions and completion of the closing checklist within the Platform, DoneDeal will release the Generated Documents to you in the form of a downloadable PDF closing binder. Once released, you may use, reproduce, and distribute the Generated Documents as you see fit in connection with your transaction.

Notwithstanding Section 11.1, DoneDeal retains the right to:

• Retain copies of Generated Documents and associated deal data on the Platform for your future reference and for Platform functionality (including version history, audit logs, deal archives, and deal metrics such as timing, timeline, deliverables, communications, uploads, cadence, and other workflow data)
• Use Generated Documents and deal data in anonymized, aggregated, or de-identified form for the purposes described in Section 15
• Access Generated Documents as necessary to provide the Platform, comply with legal obligations, or enforce these Terms

Generated Documents and associated deal data will remain accessible to you through the Platform following completion of your transaction, subject to your continued compliance with these Terms and our data retention policies. You may reference historical deal data for future transactions to the extent permitted by our data retention and deletion policies. DoneDeal may delete or archive User Content and Generated Documents in accordance with our data retention policies or upon termination of your account.

Use of certain Platform features requires payment of a monthly subscription fee (the "Subscription Fee"). The Subscription Fee structure is as follows:

• Primary User Subscription: The primary user on each side of a transaction (buyer-side and seller-side) is subject to a Subscription Fee per month per deal, as further set forth on DoneDeal's then current pricing page, commencing upon activation of that deal as described in Section 12.2.
• Additional User Subscription: Additional users may be added to a deal at a separate per month per user rate, subject to DoneDeal's then-current pricing structure.
• Multiple Deals: If you have multiple active deals, the Subscription Fee applies separately to each active deal. DoneDeal may offer volume discounts or bundled pricing for multiple concurrent deals at its discretion.

To activate a deal and unlock full Platform functionality for that deal, the deal owner (the user who created the deal) must pay a one-time deal activation fee (the "Activation Fee") of $500 per deal. The Activation Fee is due upon activation of the deal and is separate from and in addition to the Subscription Fee and Transaction Fee.

Prior to payment of the Activation Fee, you may access limited Platform functionality, including initial deal setup and document building. However, you may not:

• Send documents to counterparties
• Edit documents beyond the initial build stage
• Access advanced collaboration, negotiation, or signature routing features
• Download or export any documents

Upon payment of the Activation Fee and commencement of Subscription Fee payments, you may access full Platform functionality for the activated deal, including document editing, counterparty collaboration, negotiation workflows, and all other Platform features, subject to the Transaction Fee and release provisions in Section 13.

All Subscription Fees and Activation Fees paid by you for a particular deal will be credited against the Transaction Fee due at closing for that deal. Upon payment of the Transaction Fee, you will receive a credit equal to the total amount of Subscription Fees and Activation Fees previously paid for that deal, effectively reducing the net Transaction Fee owed.

DoneDeal reserves the right to modify the Subscription Fee, Activation Fee, or pricing structure at any time upon notice to you, which may be provided by email or through the Platform. Fee changes will apply to new deals activated after the effective date of the change. For active subscriptions, fee changes will take effect upon your next billing cycle following notice, or as otherwise specified in the notice.

Upon completion of a transaction facilitated through the Platform, you agree to pay DoneDeal a transaction fee (the "Transaction Fee") equal to 0.25% of the total purchase price of the transaction, with a minimum Transaction Fee of $10,000 per transaction, less any credits for Subscription Fees and Activation Fees paid as described in Section 12.5.

The Transaction Fee becomes due and payable when:

• All operative transaction documents have been moved to "Final Form" status within the Platform
• The closing checklist has been marked as fully complete
• The transaction is ready to proceed to signature and closing

DoneDeal will not release Generated Documents for download or export, and will not release executed signature pages or facilitate final closing, until the Transaction Fee has been paid in full. You may continue to view and work with documents within the Platform, but you may not remove documents from the Platform or finalize the transaction until payment is complete.

The Transaction Fee is the responsibility of the buyer in the transaction. DoneDeal may also charge a separate Transaction Fee to the seller, at the same rate and subject to the same terms. Either party may elect to sponsor or pay the other party's Transaction Fee, and DoneDeal will provide functionality to facilitate such arrangements.

In certain cases, legal counsel or business brokers involved in the transaction may pay the Transaction Fee on behalf of their clients and pass through the expense. Such arrangements must be coordinated through the Platform and are subject to DoneDeal's approval.

DoneDeal reserves the right to implement dynamic or tiered pricing for Transaction Fees in the future, based on transaction size, complexity, or other factors. Any such changes will be communicated to you prior to the Transaction Fee becoming due for a particular transaction.

You agree to provide DoneDeal with valid and current payment information, including credit card or other payment account details. You authorize DoneDeal to charge all applicable fees to your designated payment method. Subscription Fees will be charged on a recurring monthly basis until you cancel your subscription or terminate your account.

DoneDeal uses third-party payment processors to process payments. Your payment information will be subject to the terms and privacy policies of such payment processors. While DoneDeal will use commercially reasonable efforts to ensure the security of payment information, DoneDeal is not responsible for any unauthorized access to or disclosure of your payment information by third-party payment processors, and you agree to hold DoneDeal harmless for any damages resulting therefrom.

You represent and warrant that all billing and payment information you provide is accurate, current, and complete. You agree to promptly update your payment information if it changes. Providing false or fraudulent payment information is a material breach of these Terms and may result in immediate termination of your account.

If any payment is declined or fails for any reason, DoneDeal may suspend or restrict your access to the Platform until payment is received. DoneDeal reserves the right to charge late fees or interest on overdue amounts to the extent permitted by law.

All fees paid to DoneDeal are non-refundable, except as expressly provided in these Terms or as required by applicable law. This no-refund policy applies regardless of whether you terminate your account, DoneDeal terminates your access, or the Platform experiences disruptions or outages. DoneDeal may, in its sole discretion, offer refunds or credits on a case-by-case basis.

All fees are exclusive of applicable taxes, duties, and other governmental charges (collectively, "Taxes"). You are responsible for paying all Taxes associated with your use of the Platform, except for taxes based on DoneDeal's net income.

DoneDeal may collect, compile, and analyze data and information related to your use of the Platform, including transaction data, deal terms, workflow metrics, timing and cadence data, document structures, deliverables, communications, uploads, and other usage statistics (collectively, "Usage Data"). DoneDeal may aggregate and anonymize Usage Data such that it cannot reasonably be used to identify you, your specific transaction, or any individual involved in your transaction ("Aggregated Data").

DoneDeal may use Aggregated Data for any lawful business purpose, including to:

• Develop, improve, and refine the Platform and AI Features
• Conduct benchmarking and market analysis
• Generate industry insights, reports, and analytics
• Provide benchmarking data and market-term comparisons to other Platform users
• Market and promote the Platform
• Monetize Aggregated Data through sale, licensing, or other commercial arrangements

You acknowledge and agree that DoneDeal owns all rights, title, and interest in and to Aggregated Data, and you will have no rights or claims with respect to Aggregated Data.

The Platform may provide benchmarking features that allow you to compare your transaction terms, structures, and metrics against anonymized market data derived from other transactions facilitated through the Platform. Benchmarking data is provided for informational purposes only and does not constitute legal, financial, or business advice.

The Platform may integrate with or provide access to third-party services, applications, websites, or content ("Third-Party Services"), such as electronic signature providers, payment processors, data enrichment services, or other tools. Your use of Third-Party Services may be subject to separate terms and conditions and privacy policies imposed by the third-party providers.

DoneDeal does not endorse, control, or assume responsibility for any Third-Party Services. DONEDEAL MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIRD-PARTY SERVICES AND WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR OTHER CONSEQUENCES ARISING FROM YOUR USE OF OR RELIANCE ON THIRD-PARTY SERVICES, EVEN IF ACCESSED THROUGH OR INTEGRATED WITH THE PLATFORM.

You are solely responsible for reviewing the terms and privacy policies of Third-Party Services and for any interactions, transactions, or disputes with third-party providers.

The Platform may provide functionality to route documents for electronic signature and to facilitate execution of transaction documents. DoneDeal may integrate with third-party electronic signature providers to enable this functionality.

Certain documents or signature pages may be signed by individuals who do not have a Platform account ("Guest Signers"). Guest Signers will receive a unique document link that provides read-only access to the document and the ability to execute the signature page. Guest signature links will remain valid for seven (7) days from the date of issuance, unless extended by DoneDeal or the user who sent the link. If a Guest Signer wishes to edit or comment on a document, they must create a Platform account.

You acknowledge and agree that electronic signatures facilitated through the Platform are intended to have the same legal effect as handwritten signatures under applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA). You are solely responsible for ensuring that electronic signatures are valid and enforceable for your particular transaction under applicable law.

DoneDeal makes no representations or warranties regarding the legal validity, enforceability, or admissibility of any electronic signatures or executed documents facilitated through the Platform. You should consult with legal counsel regarding the enforceability of electronic signatures in your jurisdiction and for your specific transaction.

DoneDeal may partner with or refer you to affiliated or third-party law firms that offer legal services at negotiated rates for DoneDeal users ("Affiliate Law Firms"). These legal services are entirely optional and are not required to use the Platform.

Affiliate Law Firms are independent third parties and are not employees, agents, or representatives of DoneDeal. Any legal services provided by Affiliate Law Firms are provided directly by the law firm, not by DoneDeal. The attorney-client relationship, if any, is between you and the Affiliate Law Firm, not between you and DoneDeal.

DoneDeal does not endorse, guarantee, or assume any responsibility for the quality, competence, or performance of any Affiliate Law Firm or the legal services they provide. DoneDeal makes no representations or warranties regarding Affiliate Law Firms or their services.

DONEDEAL WILL NOT BE LIABLE FOR ANY ACTS, OMISSIONS, ERRORS, NEGLIGENCE, MALPRACTICE, OR OTHER CONDUCT OF ANY AFFILIATE LAW FIRM OR ANY ATTORNEY ASSOCIATED WITH AN AFFILIATE LAW FIRM. Any disputes, claims, or issues arising from legal services provided by an Affiliate Law Firm are solely between you and the Affiliate Law Firm.

If you choose to engage an Affiliate Law Firm, you will enter into a separate engagement agreement directly with the law firm. The terms of that engagement, including fees, scope of representation, and professional responsibilities, are governed by the engagement agreement and applicable rules of professional conduct, not by these Terms.

Affiliate Law Firms are subject to applicable rules of professional conduct and ethics rules governing attorneys, including rules prohibiting conflicts of interest. An Affiliate Law Firm may not represent both the buyer and seller in the same transaction or otherwise undertake representation that would violate applicable ethics rules. DoneDeal is not responsible for ensuring compliance with ethics rules; that responsibility rests solely with the Affiliate Law Firm and the individual attorneys.

DoneDeal may receive referral fees, revenue sharing, or other compensation from Affiliate Law Firms in connection with referrals made through the Platform, to the extent permitted by applicable law and rules of professional conduct. Such arrangements do not affect your obligations under these Terms or the fees you pay to DoneDeal for use of the Platform.

These Terms commence on the date you first access or use the Platform and continue until terminated in accordance with this Section 21.

You may terminate these Terms and close your account at any time by providing written notice to DoneDeal at support@itsadonedeal.ai. Upon termination by you, you will remain responsible for all fees accrued prior to termination, and no refunds will be provided except as required by law.

DoneDeal may suspend or terminate your access to the Platform, or suspend or terminate these Terms, at any time and for any reason, including if:

• You breach any provision of these Terms
• You fail to pay any fees when due
• DoneDeal reasonably believes your use of the Platform poses a risk to DoneDeal, other users, or third parties
• DoneDeal is required to do so by law or governmental authority
• DoneDeal elects to discontinue the Platform or cease doing business

DoneDeal may terminate or suspend your access immediately and without prior notice. DoneDeal will not be liable to you for any termination or suspension, and no refunds will be provided except as required by law.

Upon termination of these Terms or your account:

• All licenses granted to you under these Terms will immediately terminate
• You must immediately cease all use of the Platform
• DoneDeal may delete or disable access to your account and User Content, subject to our data retention policies and legal obligations
• You will remain responsible for all fees and obligations accrued prior to termination
• Sections 7 (Intellectual Property Ownership), 8.4 (Retention of User Content), 10 (Confidentiality), 11.4 (DoneDeal's Retained Rights), 14.5 (No Refunds), 15 (Data Usage and Benchmarking), 22 (Disclaimers), 23 (Limitation of Liability), 24 (Indemnification), 25 (Dispute Resolution), and 26 (General Provisions) will survive termination

If you wish to retrieve your User Content or Generated Documents prior to termination, you must do so before terminating your account, subject to payment of all applicable fees.

Following termination of your account, DoneDeal may retain User Content, Generated Documents, and deal data for as long as reasonably necessary for the following purposes:

• To comply with legal obligations, including record retention requirements, tax obligations, and regulatory compliance
• To respond to governmental inquiries, audits, investigations, or legal process
• To resolve disputes, enforce these Terms, or protect DoneDeal's rights
• To maintain backup and disaster recovery systems
• In anonymized, aggregated, or de-identified form for the purposes described in Section 15

DoneDeal is not obligated to provide access to User Content or Generated Documents following termination, except as required by law. Data retained for legal, audit, or compliance purposes will be securely stored and protected from further processing except as necessary for such purposes.

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DONEDEAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

DONEDEAL DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. DONEDEAL DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY CONTENT, INFORMATION, OR DATA AVAILABLE THROUGH THE PLATFORM.

DONEDEAL MAKES NO WARRANTY THAT YOUR USE OF THE PLATFORM WILL ACHIEVE ANY PARTICULAR RESULT, INCLUDING THE SUCCESSFUL COMPLETION OF ANY TRANSACTION. DONEDEAL DOES NOT GUARANTEE THAT DOCUMENTS GENERATED THROUGH THE PLATFORM WILL BE LEGALLY SUFFICIENT, ENFORCEABLE, OR APPROPRIATE FOR YOUR SPECIFIC TRANSACTION OR JURISDICTION.

DONEDEAL MAKES NO REPRESENTATIONS OR WARRANTIES THAT ANY INFORMATION, EXPLANATIONS, BENCHMARKING DATA, OR SUGGESTIONS PROVIDED THROUGH THE PLATFORM CONSTITUTE LEGAL ADVICE OR ARE SUITABLE FOR ANY PARTICULAR LEGAL PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING INDEPENDENT LEGAL COUNSEL.

DONEDEAL MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY AI-GENERATED OUTPUTS, SUGGESTIONS, OR RECOMMENDATIONS PROVIDED THROUGH THE PLATFORM. AI Features are provided as assistive tools only, and you are solely responsible for reviewing and verifying all AI-generated content.

YOU ACKNOWLEDGE AND AGREE THAT:

• You are solely responsible for evaluating the suitability, accuracy, and completeness of all documents and information generated through or obtained from the Platform
• You bear all risks associated with your use of the Platform and any reliance on documents, information, or outputs provided through the Platform
• You are solely responsible for ensuring that your transaction complies with all applicable laws and regulations
• You are solely responsible for conducting appropriate due diligence and obtaining professional advice regarding your transaction

DONEDEAL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY USER CONTENT SUBMITTED BY YOU OR ANY OTHER USER. You are solely responsible for your User Content and for evaluating the accuracy and reliability of User Content submitted by other users with whom you interact through the Platform.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DONEDEAL, ITS AFFILIATES, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS (COLLECTIVELY, THE "DONEDEAL PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF A DONEDEAL PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE DONEDEAL PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (A) $500; OR (B) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO DONEDEAL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The liability cap in Section 23.2 does not apply to liability arising from: (a) DoneDeal's gross negligence or willful misconduct; (b) death or bodily injury caused by DoneDeal's negligence; (c) fraud or fraudulent misrepresentation by DoneDeal; or (d) any other liability that cannot be excluded or limited under applicable law.

You acknowledge and agree that the disclaimers and limitations of liability set forth in these Terms reflect a reasonable allocation of risk between you and DoneDeal and form an essential basis of the bargain between the parties. DoneDeal would not provide the Platform to you without these limitations.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights.

Before initiating arbitration or litigation, you agree to first contact DoneDeal to attempt to resolve any dispute informally. You may contact DoneDeal at legal@itsadonedeal.ai. You must provide a written description of the dispute, your contact information, and the relief you seek. DoneDeal will attempt to resolve the dispute informally within thirty (30) days of receiving your notice.

If the dispute cannot be resolved informally, you and DoneDeal agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform (collectively, "Disputes") will be resolved exclusively through binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with the JAMS Streamlined Arbitration Rules and Procedures, except as modified by this Section 25.

BY AGREEING TO ARBITRATION, YOU AND DONEDEAL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION.

The arbitration will be conducted by a single neutral arbitrator. The arbitration will take place in Miami, Florida, unless the parties agree otherwise or the arbitrator determines that another location is more appropriate. If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of written submissions, through a telephonic or video hearing, or by an in-person hearing.

The arbitrator will have the authority to grant any remedy or relief that would be available in court, provided that the arbitrator may not award relief beyond what is necessary to provide relief warranted by your individual claim. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Each party will bear its own costs and attorneys' fees in arbitration, except that DoneDeal will pay the arbitrator's fees and JAMS administrative fees for claims of $10,000 or less, unless the arbitrator determines that your claim was frivolous or brought for an improper purpose.

YOU AND DONEDEAL AGREE THAT ANY ARBITRATION OR LEGAL PROCEEDING WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. Neither you nor DoneDeal may participate in a class action, private attorney general action, or consolidated or representative proceeding with respect to any Dispute. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class, consolidated, or representative proceeding.

If this class action waiver is found to be unenforceable, then the entirety of this arbitration agreement will be null and void, and any Dispute will be resolved in court as provided in Section 25.8.

Notwithstanding the foregoing, either party may:

• Bring an individual action in small claims court if the claim qualifies
• Seek injunctive or equitable relief in court to prevent infringement or misappropriation of intellectual property rights

You may opt out of this arbitration agreement by providing written notice to DoneDeal legal@itsadonedeal.ai within thirty (30) days of first accepting these Terms. Your opt-out notice must include your name, address, email address, and a clear statement that you wish to opt out of this arbitration agreement. If you opt out, all other terms of these Terms will continue to apply, but Disputes will be resolved in court as provided in Section 25.8.

These Terms and any Disputes will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. If the arbitration agreement in this Section 25 is found to be unenforceable or if you validly opt out, any Dispute will be resolved exclusively in the state or federal courts located in Miami-Dade County, Florida, and you consent to the personal jurisdiction of such courts and waive any objection based on inconvenient forum.

These Terms, together with our Privacy Policy and any other policies or agreements expressly incorporated by reference, constitute the entire agreement between you and DoneDeal regarding the Platform and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral, regarding the subject matter hereof.

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal, or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent.

No waiver of any provision of these Terms will be deemed a further or continuing waiver of that provision or any other provision. DoneDeal's failure to enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

You may not assign, transfer, or delegate these Terms or your rights or obligations hereunder without DoneDeal's prior written consent. Any attempted assignment in violation of this provision is void. DoneDeal may freely assign or transfer these Terms without restriction. These Terms will bind and inure to the benefit of the parties and their permitted successors and assigns.

These Terms are for the sole benefit of you and DoneDeal and do not create any third-party beneficiary rights, except as expressly provided in Section 23 (Limitation of Liability) and Section 24 (Indemnification) with respect to DoneDeal Parties.

DoneDeal will not be liable for any failure or delay in performance under these Terms (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

DoneDeal may provide notices to you by email to the address associated with your account, by posting notices on the Platform, or by other reasonable means. You agree to keep your contact information current. Notices to DoneDeal must be sent via email to legal@itsadonedeal.ai.

You consent to receive communications from DoneDeal electronically, including by email or through the Platform. You agree that all agreements, notices, disclosures, and other communications that DoneDeal provides to you electronically satisfy any legal requirement that such communications be in writing.

You and DoneDeal are independent contractors. These Terms do not create any partnership, joint venture, employment, agency, or franchise relationship between you and DoneDeal. You have no authority to bind DoneDeal or make any representations on DoneDeal's behalf.

You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo or other trade restrictions, and that you are not listed on any U.S. government list of prohibited or restricted parties. You agree to comply with all applicable export control and sanctions laws and regulations.

These Terms are written in English. Any translation is provided for convenience only. In the event of any conflict between the English version and a translated version, the English version will control.