Terms of Use

NVZ TECHNOLOGIES, INC., A DELAWARE CORPORATION, D/B/A “DOTTID” (“DOTTID”) IS WILLING TO GRANT YOU ACCESS TO THE DOTTID SAAS-BASED CRE PLATFORM AND RELATED SOFTWARE AND SERVICES ONLY UPON THE CONDITION THAT YOU ACCEPT ALL THE TERMS CONTAINED HEREIN.

BY CLICKING “ACCEPT” IN THE EMAIL SENT TO YOU INVITING YOU TO REGISTER, YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT AND THE PRIVACY POLICY OF DOTTID. AND, IF APPLICABLE, THE DOTTID MASTER SUBSCRIPTION SERVICE AGREEMENT AND/OR USER AGREEMENT (“MASTER AGREEMENT”)

IF YOU OR A USER DO NOT AGREE TO (OR CANNOT COMPLY WITH) ALL OF THE TERMS OF SAME, THEN PLEASE CLICK “DECLINE” IN THE EMAIL AND NEITHER YOU NOR ANY SUCH USER WILL BE AUTHORIZED TO ACCESS OR USE THE DOTTID SAAS PLATFORM, SOFTWARE OR RELATED SERVICES.

1. Terms of Use

Please review the following terms and conditions carefully. This Agreement (the “Terms of Use”) is a legally binding contract between you (“You” or “Your”) and NVZ Technologies, Inc. d/b/a Dottid (“Dottid,” “We,” “Us,” or “Our”) regarding Your access to and use of the Dottid SaaS-Based CRE Platform (the “Application”) regardless of how You access or utilize it – e.g., via a website or mobile device. As part of the Application, Dottid offers access to certain tools and services, including, but not limited to, Dottid’s transaction and deal management, lease administration, data collection and analysis, document storage, and internal communication between all parties (collectively, the “Service”).

In addition to any terms and conditions set forth in any other agreement between Dottid and You, such as a Master Agreement, You must also read, agree with, and accept all of the terms and conditions contained in these Terms of Use and the Privacy Policy which include those terms and conditions expressly set out below and those incorporated by reference. If there is any conflict between the terms and conditions of these TOUs and those contained in Your Master Agreement or User Agreement with Dottid, the Master Agreement or User Agreement terms and conditions shall prevail.

Only users who have accepted the terms and conditions of these Terms of Use, and/or are otherwise permitted under the terms of the Master Agreement (“Authorized User”), may access the Application and utilize the Service. If You do not qualify as an Authorized User, You are not authorized to access the Application or use the Service.

Dottid reserves the right to change these terms and conditions, the Application and/or the Service from time to time at its sole discretion by posting such revised terms and conditions on the Application and/or in connection with the Service. Your continued use of the Application and/or Service following any such change constitutes Your acknowledgement of such change and Your agreement to follow and be bound by the modified terms and conditions of these Terms of Use, if any.

2. Password and Security

A user account for each Authorized User is required to access the Application and utilize the Service. . You are solely responsible for any and all activities that occur under Your account. You shall notify Dottid immediately of any unauthorized use of Your password or account or any other breach of security that is known or suspected by You. User accounts cannot be “shared” or used by more than one individual. We may use cookies, web beacons and permission settings to identify Authorized Users when they register to use the Application and to assist Authorized Users when logging into the various sections of the Application.

3. Your Conduct

You agree not to:

a. provide any false information, inaccurate information, or incomplete information required to access the Application or use the Service;

b. provide identifying information or data about Yourself, another Authorized User or any third party unless you specifically intend for such information to be used by the Service, which may include its public distribution. In the event You provide such identifying information, You hereby grant to Dottid a non-exclusive, worldwide, royalty-free license and right to use such information by and on behalf of Dottid for all legal purposes, including, without limitation, use of same in connection with the Application and/or the Service.

c. upload, transmit, post, email or otherwise make available to the Application or in connection with the Service, any content or other material in any format that: (i) is false, inaccurate, misleading, fraudulent, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another's privacy, libelous and/or otherwise objectionable; (ii) infringes any third party's intellectual property, whether a copyright, patent, trademark, trade secret, or other proprietary right or rights of publicity or privacy; or (iii) contains viruses, worms, Trojan horses, time bombs, cancelbots, easter eggs, corrupted files, or any other similar software or programs designed to interrupt, interfere, intercept, expropriate, destroy or limit the functionality of any data, computer software or hardware or telecommunications equipment;

d. use the Service, or any information connected with the Services, including alerts, reports and the like, for or in connection with the sharing of competitively sensitive information – such as recent, current, and future information and data you would not have known but for your access to the Service – or otherwise attempt pricing or other competitive coordination among Yourself and others, including any other Members or Clients;

e. impersonate any person or entity, including, but not limited to, another Authorized User or falsely state or otherwise misrepresent Your affiliation with a person or entity;

f. attempt, through any means, to gain unauthorized access to the Application or the Service, or another Authorized User's account on the Application or part of the Service;

g. forward or otherwise provide any information regarding the Application and/or Service to any third party, unless expressly permitted to do so as part of the Service;

h. use any robot, spider, other automatic device, or manual process to monitor or copy any information or content contained in or on the Application and/or the Service. Additionally, You agree that You will not take any action that imposes an unreasonable or disproportionately large load on the Application’s and/or Service’s infrastructure, including, without limitation, any network, website or device used to access same, or otherwise impairs the use of same by others;

i. take any action, or refrain to act, in any way with respect to the Application or the Service that would cause Dottid to violate any applicable law, statute, ordinance or regulation, or that violate these Terms of Use or Privacy Policy contained herein;

j. use any Confidential Information, or permit it to be accessed or used, for any purpose outside the terms and conditions of this agreement;

k. disclose any Confidential Information resulting from Your use of the Application unless required by applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction, oral questions, interrogatories, requests for documents in legal proceedings, subpoena, civil investigative demand or other similar process:

l. use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than that permitted by Dottid;

You will protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as You would protect Your own Confidential Information of a similar nature, but in no event with less than a reasonable degree of care;

The use of any device, software or routine that interferes or attempts to interfere with the proper working of the Application and/or the Service is expressly prohibited. You may not disclose or share Your password with any third party, including, without limitation, another Authorized User, or use Your password for any unauthorized purpose. In any case, You remain solely responsible for any authorized or unauthorized use of Your password.

4. Proprietary Rights Restrictions

a. All content and other material on the Application or accessed through the Service, including, without limitation, all informational text, design of and "look and feel," layout, deal flow, photographs, graphics, audio, video, messages, files, documents, images or other materials (collectively, the “Materials”), whether publicly posted or privately transmitted, as well as all derivative works, are owned by Dottid or other parties that have licensed their material to Dottid, and are protected by copyright, trademark and other intellectual property or other proprietary rights laws. Dottid hereby disclaims any proprietary interest in trademarks, service marks, logos, slogans, domain names and trade names other than its own. Trademarks, logos, images and service marks displayed on the Application and/or the Service are the property of either Dottid or other third parties. You agree not to adopt, display or use such marks – or any confusingly similar marks - without Dottid’s prior written permission (to be granted in Dottid’s sole discretion).

b. The Materials may not be copied, photographed, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, except as expressly permitted via the Service. Any modification of the Materials, use of the Materials, including on any web site or networked computer environment, or use of the Materials for any purpose other than personal,

non-commercial use as part of the Application and/or Service, is a violation of the copyright, trademark, patent and/or other proprietary rights in and to the Materials and is expressly prohibited.

c. As between You and Dottid, Dottid shall own all right, title, and interest, including all related intellectual property and other proprietary rights, to any suggestions, ideas, feedback, improvements, recommendations, or other information provided by You relating to the Application and/or the Service (“Submissions”), and You agree to, and do hereby, assign such Submissions to Dottid free of charge (and will execute additional documents and take further actions, at Dottid’s expense, as reasonably required to evidence same). Dottid may use or not use such Submissions as it deems appropriate in its sole discretion, with no attribution, compensation or other consideration to You.

5. Links to Other Web Sites

The Application and/or Service may contain links to third party sources, such as websites. Such linked sources are not under the control of Dottid. Dottid does not endorse, adopt or undertake any responsibility for the content or privacy practices of any linked source, including, but not limited to, third party web presences or applications. In no event shall Dottid or its affiliates be responsible for any content or other materials on or available through such third-party sources.

6. Information Provided by Members

The Application is comprised of multiple components (including, but not limited to, the Service and its subcomponents), each providing different aspects of the total Service, and each accessible by different parties/Authorized Users. Any information provided by any users accessing the Application and utilizing the Service is provided “AS IS” and is subject to the Disclaimer of Warranties set forth below. Further, Dottid shall not be liable or responsible for the accuracy, completeness or use of any information, or any portion thereof, provided by any other user, including, without limitation any other Authorized User.

7. Disclaimer of Warranties

A. YOU HEREBY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION AND THE SERVICE IS AT YOUR SOLE RISK. THE APPLICATION, THE SERVICE AND ANY CONTENT CONTAINED THEREIN OR DOWNLOADABLE THEREFROM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THE MASTER AGREEMENT, DOTTID EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DOTTID OR THROUGH THE APPLICATION OR THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

B. WITHOUT LIMITING SECTION 7(A) ABOVE, DOTTID MAKES NO REPRESENTATION OR WARRANTY THAT THE APPLICATION OR THE SERVICE, OR ANY INFORMATION PROVIDED THROUGH THE APPLICATION OR THE SERVICE, OR ANY CONTENT CONTAINED THEREIN OR DOWNLOADED THEREFROM WILL MEET YOUR REQUIREMENTS, BE ACCURATE, COMPLETE, OR TIMELY, OR THAT THE APPLICATION OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. FURTHER, DOTTID DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APPLICATION OR THE SERVICE. EXCEPT AS EXPRESSLY SET FORTH IN THE MASTER AGREEMENT, DOTTID SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY DATA.

C. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA UPLOADED TO, OR DOWNLOADED OR OTHERWISE OBTAINED THROUGH, THE APPLICATION OR THE SERVICE OR ANY CONTENT CONTAINED THEREIN OR DOWNLOADED THEREFROM IS AT YOUR OWN DISCRETION AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE, COMPUTER SYSTEM, NETWORK OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

D. DOTTID MAKE NO REPRESENTATION OR WARRANTY THAT THE APPLICATION, THE SERVICE, OR ANY CONTENT CONTAINED THEREIN OR DOWNLOADED THEREFROM IS APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. [IF YOU USE THE SERVICE FROM OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES].

8. Limitation of Liability

DOTTID AND ITS AFFILIATES, SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE APPLICATION, SERVICE OR ANY CONTENT CONTAINED THEREIN OR DOWNLOADABLE THEREFROM, OR ANY INFORMATION PROVIDED TO THE APPLICATION OR SERVICE, OR OBTAINED THROUGH THE APPLICATION OR THE SERVICE, OR FOR THE USE OR MISUSE OF DATA OR INFORMATION RELATED TO SAME, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES EVEN IF FORESEEABLE OR DOTTID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT DOTTID’S LIABILITY HEREUNDER FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE ACTUAL TOTAL AMOUNT PAID BY YOU TO DOTTID DURING THE SHORTER OF: THE TERMS OF THE MASTER AGREEMENT; OR THE 12 MONTH PERIOD PRIOR TO SUCH CLAIM. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

9. Indemnification

You agree to indemnify, hold harmless and release Dottid (and its employees, officers, directors, stockholders, agents, licensors and their respective successors and assigns), from and against any and all claims, damages, costs and expenses, including reasonable attorney's fees, arising from or related to Your use or misuse of the Application, the Service and/or any content contained therein or provided there to or thereby, including, but not limited to, your unlawful provision and/or use of same, as well as any resulting transactions or other business facilitated by the Application and/or the Service.

10. Changes to the Application/Service

Dottid reserves the right to modify, suspend or discontinue all or any portion of the Application and/or the Service at any time, without notice. Unless stated otherwise, any new features to the current Application and/or the Service shall be subject to these Terms of Use as well as the Master Agreement, if applicable.

11. Failure to Abide by these Terms

Dottid may, in its sole discretion, remove Your ability to access the Application and/or utilize the Service, warn Dottid’s member/user community of Your actions, issue a warning, suspend or terminate Your account and any current activities within the Application or the Service, without notice to You, and refuse to provide the Application and/or the Service to You if You breach these Terms of Use, or if we believe Your actions may cause financial loss or legal liability for You, Dottid’s other Members, Clients or users, or Us. You agree that Dottid shall not be liable to You or any third party for any termination of Your access to any Material, Content, the Service, and/or the Application.

12. Reporting Claims of Copyright Infringement

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Service infringe your copyright, you may request removal of those materials (or access to them) from the Service by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

· Your physical or electronic signature.

· Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Service, a representative list of such works.

· Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

· Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

· A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

· A statement that the information in the written notice is accurate.

· A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

David Waldrep

NVZ Technologies d/b/a Dottid

8333 Douglas Avenue, Ste. 400

Dallas, TX 75225

214.769.9787

davidw@dottid.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Service is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Counter Notification Procedures

If you believe that material you posted on the Service was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:

· Your physical or electronic signature.

· An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.

· Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

· A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.

· A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Service may be found) and that you will accept service from the person (or an agent of that person) who provided the Service with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Service was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Repeat Infringers

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

13. Governing Law; Venue; Consent to Jurisdiction

Governing Law. This Agreement shall be governed exclusively by the laws of the State of Texas, without regard to its conflicts of laws principles.

Venue. You agree that any claim or dispute you may have against Dottid must be resolved by a court located in Dallas County, Texas, United States of America. You agree to submit to the personal jurisdiction of the courts located in Dallas County, Texas, United States of America. Notwithstanding the foregoing, in the event of Your or others’ unauthorized access to or use of the Application, Service or Materials in violation of these TOUs You agree that Dottid shall be entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

14. Miscellaneous

You and Dottid are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use.

If any provision of these Terms of Use is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms of Use, which shall remain in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only.

Any notices shall be given, if to Dottid, by postal mail to:

NVZ Technologies, Inc. d/b/a dottid
8333 Douglas Avenue
Ste. 400
Dallas, TX 75225
Attn: David Waldrep, CAO & General Counsel

If to You, using the email address or other contact points You provide to Dottid during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, We may give You notice by certified mail, postage prepaid and return receipt requested, to the address provided to Dottid during the registration process. In such case, notice shall be deemed given three (3) days after the date of mailing. If you have questions or concerns about the way we are handling your information, or would like to exercise your privacy rights, please email us with the subject line "Privacy Concern" at Dottid Legal.

(Version 4.0 – November 2022