Terms of Service

01 The Services

DEALTURA provides an AI-powered project intelligence and management platform for professional use by organizations in the built environment and related industries. The Services include proprietary software tools, analytical and automation capabilities, document processing, workflow management, reporting functions, and related features and integrations, as made available from time to time at DEALTURA's sole discretion.

We may add, modify, suspend, or discontinue any feature, functionality, integration, or component of the Services at any time in our sole discretion, with or without notice. We are under no obligation to maintain any particular feature or to deliver any future capability referenced in marketing materials, product documentation, or oral communications. Continued use of the Services after a modification constitutes acceptance of the change.

Nothing in these Terms, any order form, marketing material, sales communication, or prior course of dealing shall constitute a commitment by DEALTURA to deliver any particular feature, performance level, integration, or output quality. All descriptions of future capabilities are aspirational and subject to change.

02 Electronic Acceptance & Agreement Formation

Pursuant to the Florida Electronic Signature Act, Fla. Stat. § 668.50, and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., you agree that your electronic acceptance of these Terms — whether by clicking "I Agree," "Sign In," "Create Account," "Get Started," or a similar button; by using the Services after being presented with or linked to these Terms; or by authorizing any user within your organization to access the Services — constitutes a valid, binding, and enforceable electronic signature and agreement, with the same legal effect as a written, ink-signed contract.

You represent that you have the authority to enter into these Terms on behalf of yourself and, where applicable, your organization. If you are entering into these Terms on behalf of an organization, you represent that you have the legal authority to bind that organization. If you lack such authority, you must not use the Services.

DEALTURA maintains records of acceptance, including timestamps, IP addresses, and account information, which may be used as evidence of agreement in any dispute. You should retain a copy of these Terms for your records.

03 Accounts & Access

Access to the Services requires account registration. You agree to provide accurate, current, and complete information and to keep it updated. You are solely responsible for all activity under your account, including activity by authorized users within your organization.

You must implement reasonable security measures to protect your credentials. You must not share credentials with unauthorized persons. You must notify us immediately at security@dealtura.com of any known or suspected unauthorized access to your account. DEALTURA is not responsible for unauthorized access resulting from your failure to maintain credential security.

We offer optional authentication via third-party identity providers. Your use of those sign-in methods is also subject to those providers' terms. You may revoke third-party access through those providers' settings, though doing so may impair your ability to access the Services.

We reserve the right to suspend or terminate any account at any time in our sole discretion, including for violations of these Terms, delinquent payment, inactivity, or where continued access poses a risk to DEALTURA, other users, or third parties.

04 Subscriptions, Payment & Automatic Renewal

Subscription Tiers. We offer multiple subscription tiers with differing features, usage limits, and pricing. Current pricing is published on our website or communicated at the time of purchase. Features and limits are subject to change with reasonable notice.

Billing. Subscriptions are billed in advance on a recurring basis for the period selected (monthly or annual). All fees are stated in U.S. dollars and are exclusive of applicable taxes, which you are responsible for paying. By providing payment information, you authorize DEALTURA and our payment processor to charge fees on a recurring basis.

Renewal. Your subscription will automatically renew for successive periods equal to your then-current subscription term at the then-current renewal price unless you cancel at least 24 hours before the renewal date. We will send a reminder notice before renewal where required by applicable law. Renewal charges will be applied to your payment method on file.

Cancellation. You may cancel at any time through your account settings. Cancellation takes effect at the end of the then-current paid period. Cancellation does not entitle you to a refund of fees already charged for the current period, except as provided below or as required by law.

Refund Policy. All fees paid are non-refundable except: (a) if DEALTURA terminates your account without cause, we will provide a prorated refund of any prepaid fees for the unused portion of the then-current subscription period; or (b) as otherwise required by applicable law. Refunds are not available for any other reason, including dissatisfaction with the Services or AI-generated outputs.

Price Changes. We may change subscription pricing with at least 30 days' advance notice delivered to the email address associated with your account. Continued use after the effective date of a price change constitutes acceptance of the new pricing.

Non-Payment. Failure to pay any amount due may result in immediate suspension or termination of access. Overdue balances accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Florida law. We reserve the right to pursue collection, including reasonable attorneys' fees, to the extent permitted by law.

Enterprise Agreements. Where you have executed a separate enterprise or custom agreement with DEALTURA, that agreement's payment terms govern to the extent of any conflict with this section. These Terms govern all other matters.

05 Acceptable Use

You agree to use the Services solely for lawful purposes and in accordance with these Terms. You must not, and must not permit or facilitate any third party to:

• Use the Services in violation of any applicable law, regulation, rule, professional licensing requirement, or code — including but not limited to Florida Statutes governing licensed professions
• Upload, submit, or process any content to which you do not hold the necessary rights, permissions, or consents
• Attempt to gain unauthorized access to any portion of the Services, other accounts, or DEALTURA's systems, networks, or infrastructure
• Interfere with or disrupt the integrity, security, or performance of the Services or related systems
• Use any automated means, scripts, bots, crawlers, scrapers, or data extraction tools to access, collect, monitor, or copy any data from the Services without DEALTURA's prior written authorization
• Impersonate any person or entity or misrepresent your identity, affiliation, or authority
• Circumvent, disable, or attempt to circumvent access controls, usage limits, billing mechanisms, authentication systems, or security features
• Use the Services to design, develop, train, improve, or support a product or service that competes with the Services, as further restricted in Section 9
• Transmit viruses, malware, ransomware, or other malicious or harmful code
• Violate any applicable export control or economic sanctions laws or regulations
• Facilitate any action that would expose DEALTURA to legal liability, regulatory scrutiny, or material reputational harm

DEALTURA may monitor use of the Services for compliance and security purposes. We reserve the right to investigate any suspected violation and to take any action we deem appropriate, including suspension, termination, or referral to law enforcement, without prior notice or liability to you.

06 Proprietary Rights & Trade Secret Protection

Ownership. The Services — including all software, source code, object code, algorithms, AI and machine learning models, training methodologies, inference systems, scoring and weighting mechanisms, workflow logic, data structures, processes, methods, visual designs, user interfaces, documentation, and all improvements, enhancements, and derivative works thereof — are and remain the exclusive intellectual property of DEALTURA and its licensors. All rights not expressly granted herein are reserved.

Trade Secret Protection. You acknowledge that the Services embody trade secrets of DEALTURA as defined under the Florida Uniform Trade Secrets Act, Fla. Stat. §§ 688.001–688.009 (FUTSA), and analogous federal law, including the Defend Trade Secrets Act (DTSA), 18 U.S.C. § 1836 et seq. You agree to take all reasonable precautions to prevent unauthorized access to or disclosure of any non-public aspects of the Services that you may observe or access, and to use such information only as permitted under these Terms. This obligation is in addition to, and not in lieu of, any separate confidentiality or non-disclosure agreement between the parties.

IP Protection Laws. The Services are protected by United States and international copyright law (17 U.S.C. § 101 et seq.), patent law, trade secret law (FUTSA and DTSA), and trademark law, among other applicable protections. Unauthorized use may give rise to civil liability and criminal penalties.

Limited License. Subject to your compliance with these Terms and timely payment of applicable fees, DEALTURA grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during your subscription term solely for your internal business purposes. No other license is granted — expressly, by implication, by estoppel, or otherwise.

Prohibited Actions. You must not, and must not permit any third party to: (a) copy, modify, adapt, translate, or create derivative works based on any element of the Services; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, algorithms, models, methods, weighting systems, or data structures from the Services; (c) use the Services or outputs thereof as a basis for building, training, or improving competing products or services; (d) remove, obscure, or alter any proprietary notices, labels, or marks on the Services.

Feedback. If you submit suggestions, feature requests, bug reports, or other feedback relating to the Services ("Feedback"), you grant DEALTURA a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, implement, modify, commercialize, and exploit that Feedback for any purpose without restriction, attribution, or compensation to you. Feedback does not include User Content.

07 Your Content & Data License

Your Ownership. You retain ownership of the documents, files, data, and other original content you upload or submit through the Services ("User Content"). These Terms do not transfer ownership of User Content to DEALTURA.

License to DEALTURA. By submitting User Content, you grant DEALTURA a worldwide, royalty-free, non-exclusive, irrevocable (for the duration of the license term) license to store, host, reproduce, process, transmit, analyze, modify, and use User Content: (a) to provide, maintain, secure, and deliver the Services to you; (b) to operate, troubleshoot, improve, and develop the Services and underlying technologies; (c) to derive Aggregated Data as described in Section 8; and (d) for any other purpose described in our Privacy Policy. This license persists for as long as DEALTURA retains the applicable data pursuant to its retention practices and for the purpose of fulfilling its legal obligations.

Your Representations. You represent and warrant that: (a) you hold all rights, permissions, consents, and licenses necessary to submit User Content and to grant the licenses above; (b) User Content does not and will not infringe, misappropriate, or violate any third party's intellectual property, privacy, publicity, or other legal rights; (c) User Content complies with all applicable laws; and (d) your submission of User Content does not breach any obligation of confidentiality owed to a third party, including a project owner, client, or employer.

No Responsibility. DEALTURA does not verify, endorse, or assume responsibility for the accuracy, legality, completeness, or appropriateness of User Content. You bear sole responsibility for all User Content and its consequences.

08 Platform Intelligence Rights

DEALTURA's platform is architected to become more accurate, capable, and valuable as it processes greater volumes and varieties of data across its subscriber base. This network effect is a fundamental component of the value we deliver. The following rights are essential to this design and are a material condition of your access to the Services.

Aggregated Data. DEALTURA may derive, generate, compile, retain, and use Aggregated Data — meaning de-identified, anonymized, or aggregated information derived from User Content, platform usage, AI outputs, subscriber interactions, and feedback — for any lawful purpose without restriction. "Aggregated Data" means information processed in a manner such that it cannot reasonably be used, alone or in combination with other reasonably available information, to identify any specific individual or subscriber organization. Aggregated Data is the sole and exclusive property of DEALTURA, is not User Content, and is not subject to any subscriber rights or claims.

Interaction and Feedback Data. Your interactions with AI-generated outputs — including corrections, acceptances, rejections, edits, ratings, annotations, and workflow choices — constitute valuable training signal. By using any AI-assisted feature, you grant DEALTURA the right to use those interactions in anonymized or aggregated form to retrain, fine-tune, evaluate, and improve our AI models and analytical systems. This right survives termination of your subscription for data already processed prior to termination.

Permitted Uses of Aggregated Data. DEALTURA may use Aggregated Data for any lawful business purpose including: developing and improving AI models and proprietary methodologies; creating new products, features, and service offerings; producing industry benchmarks, market research, and analytics; generating reports or insights for publication (in non-identifying form); demonstrating platform capabilities to investors, partners, or prospects; and supporting any other aspect of DEALTURA's business operations and growth strategy.

Acknowledgment. You acknowledge that DEALTURA's use of Aggregated Data is a core part of the commercial value exchange underlying your subscription and that this use does not diminish the value of or rights in your User Content.

09 Restrictions on Competitive Activity

No Competitive Use of the Services. During the term of your subscription and for twenty-four (24) months thereafter, you may not, directly or indirectly, use access to the Services, knowledge derived from using the Services, or any output generated by the Services: (a) to design, develop, train, test, or improve any software platform, AI model, algorithm, scoring system, or analytical tool that performs functions substantially similar to those performed by the Services; (b) to replicate or deliberately emulate any feature, workflow, or methodology of the Services in a competing product; or (c) to advise, assist, fund, or enable any third party to do any of the foregoing. This restriction applies to use of the Services itself — it does not prohibit you from competing generally with DEALTURA using independently developed capabilities that do not derive from your access to the Services.

No Benchmarking Publication. You may not publish, submit for publication, or authorize any third party to publish any benchmarking study, comparative analysis, competitive review, or performance comparison that includes or references the Services, without DEALTURA's prior written consent. Internal, non-public procurement assessments for your own use are permitted.

No Systematic Extraction. You may not systematically extract, compile, export, or aggregate outputs of the Services in a volume or manner designed to substitute for the Services, recreate its functionality, or build a competing knowledge base or dataset.

No Circumvention. You may not use a third party, consultant, contractor, or affiliate to do on your behalf anything that is prohibited under this Section.

Acknowledgment of Reasonableness. You acknowledge that the scope, geographic reach, and duration of these restrictions — limited to use of the licensed Services and their direct outputs, and limited to twenty-four months post-termination — are reasonable and necessary to protect DEALTURA's legitimate business interests, trade secrets, and substantial investment in proprietary technology, and that these restrictions do not prevent you from earning a livelihood or operating your core business.

Remedies. You acknowledge that any breach of this Section would cause DEALTURA irreparable harm for which monetary damages would be an inadequate remedy. DEALTURA shall therefore be entitled to seek immediate injunctive and other equitable relief in any court of competent jurisdiction pursuant to the Florida Uniform Trade Secrets Act and applicable federal law, without the requirement to post bond and without prejudice to any other rights or remedies available at law or in equity.

10 Outputs — No Professional Advice or Certification

You acknowledge and agree that:

• All outputs must be independently reviewed, validated, and approved by qualified licensed professionals before being relied upon for any business, financial, contractual, legal, regulatory, safety-critical, or public-facing purpose
• No output of the Services constitutes, and may not be represented to constitute, the work product of a licensed engineer, architect, contractor, attorney, financial advisor, or other licensed professional
• Specifically, outputs from the Services may not be submitted to any governmental authority — including but not limited to the State of Florida, any Florida county or municipality, the Federal Aviation Administration, or any other federal, state, or local agency — as the certified work product of a licensed professional under Fla. Stat. §§ 471 (engineering), 481 (architecture), 489 (contracting), or any analogous federal or state professional licensing statute, without independent review, approval, and certification by an appropriately licensed professional
• DEALTURA makes no representation, guarantee, or warranty as to the accuracy, completeness, regulatory sufficiency, or fitness for any particular purpose of any output
• Any descriptions of output quality, accuracy targets, or performance goals referenced in our documentation, marketing materials, or communications are aspirational statements only and do not constitute warranties, service level commitments, or representations that any specific output will meet any particular standard
• You assume full and sole responsibility for any decisions, actions, omissions, submissions, or commitments made based on or incorporating outputs from the Services

DEALTURA expressly disclaims all liability for losses, damages, regulatory penalties, professional liability claims, or third-party claims arising from use of or reliance on platform outputs without independent professional review and approval.

11 Confidentiality

Mutual Obligations. Each party agrees to maintain the other party's Confidential Information in strict confidence using at least the same degree of care it applies to its own most sensitive confidential information, but in no event less than reasonable care. Neither party may use the other's Confidential Information except as expressly permitted by these Terms.

Definition. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable party would understand to be confidential given the nature of the information and the circumstances of disclosure. DEALTURA's Confidential Information includes, without limitation, all information regarding the Services' technology, architecture, AI models, training data, scoring systems, pricing, business strategy, roadmaps, customer data, and internal operations. Your Confidential Information includes your User Content and non-public business information you disclose in connection with using the Services.

Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure without restriction; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) must be disclosed by applicable law or legal process, provided the receiving party gives prompt advance written notice to the disclosing party (where legally permitted) and reasonably cooperates with efforts to obtain confidential treatment.

Duration. Confidentiality obligations survive termination of these Terms for five (5) years, except that obligations with respect to information constituting a trade secret under FUTSA or the DTSA shall continue for as long as the information remains a protectable trade secret under applicable law.

Organizational Isolation. DEALTURA's technical implementation of organizational data separation is proprietary Confidential Information and is not publicly disclosed. Our obligation to maintain organizational isolation is a covenant, not a warranty of absolute security.

12 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEALTURA AND ITS LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION: ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; ANY WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; ANY WARRANTIES THAT DEFECTS WILL BE CORRECTED; AND ANY WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR PROFESSIONAL SUFFICIENCY OF ANY OUTPUT.

NO ORAL OR WRITTEN STATEMENT BY DEALTURA, ITS EMPLOYEES, AGENTS, OR PARTNERS — INCLUDING ANY STATEMENT IN MARKETING MATERIALS, PRODUCT DOCUMENTATION, OR SALES COMMUNICATIONS — SHALL CREATE A WARRANTY. IF ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, SUCH WARRANTY IS LIMITED IN DURATION TO THE SHORTER OF THE MINIMUM REQUIRED BY LAW OR NINETY (90) DAYS FROM YOUR FIRST USE OF THE APPLICABLE SERVICE.

NOTHING IN THESE TERMS SHALL LIMIT DEALTURA'S LIABILITY FOR FRAUD, INTENTIONAL MISCONDUCT, OR ANY LIABILITY THAT CANNOT BE EXCLUDED BY LAW.

13 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DEALTURA OR ITS LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR PERSONAL OR PROFESSIONAL LIABILITY, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES — HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE — EVEN IF DEALTURA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Aggregate Cap. DEALTURA'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO DEALTURA IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

Exceptions to Cap. The cap in this Section does not apply to: (a) your indemnification obligations under Section 14; (b) your obligations under Section 9 (Competitive Restrictions) or Section 11 (Confidentiality), for which DEALTURA's recovery is not capped; or (c) liability that cannot be limited by applicable law.

Basis of Bargain. The parties acknowledge that these limitations reflect a reasonable and negotiated allocation of risk between sophisticated commercial parties, that DEALTURA would not provide the Services on commercially reasonable terms without these limitations, and that these limitations are a fundamental element of the basis of the bargain between the parties.

14 Indemnification

You agree to defend, indemnify, and hold harmless DEALTURA and its officers, directors, employees, contractors, agents, licensors, successors, and assigns from and against any third-party claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

• Your or your authorized users' access to or use of the Services
• Any violation of these Terms by you or your authorized users
• Your User Content, including any claim that it infringes or misappropriates a third party's intellectual property, privacy, or other rights
• Any decision, action, omission, submission, or professional representation made by you or on your behalf based on or incorporating platform outputs
• Your violation of any applicable law, regulation, professional licensing requirement, or third-party right
• Any breach of your representations and warranties under these Terms
• Any claim arising from a project, contract, regulatory filing, or other matter in which you used or referenced platform outputs

DEALTURA reserves the right, at its own expense, to assume exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate fully with DEALTURA's defense of such claims and not to settle any such claim without DEALTURA's prior written consent.

15 Term & Termination

These Terms take effect on the date you first accept them (as described in Section 2) and remain in effect for the duration of your subscription or account, and thereafter as provided herein.

Termination by You. You may terminate your subscription at any time through your account settings or by providing written notice. Termination takes effect at the end of the then-current paid billing period. Fees for the current period are non-refundable, subject to the exception in Section 4.

Termination by DEALTURA for Cause. We may immediately suspend or terminate your account upon written notice if: (a) you materially breach these Terms and fail to cure within 10 days of notice (where cure is possible); (b) your payment is delinquent by more than 15 days; (c) you become insolvent or subject to bankruptcy proceedings; or (d) continued access poses a material risk to DEALTURA, other users, or third parties.

Termination by DEALTURA without Cause. We may terminate your access to the Services without cause upon 30 days' written notice. In such event, we will provide a prorated refund of any prepaid fees for the unused remainder of the then-current subscription period.

Suspension. We may suspend your access immediately without notice where we reasonably believe you are in material breach of Sections 5, 9, or 11, pending investigation.

Effect of Termination. Upon termination: (a) all licenses granted to you terminate immediately; (b) you must immediately cease all use of the Services; (c) each party shall return or destroy the other's Confidential Information upon request; (d) we may delete your User Content after a reasonable wind-down period. Sections 2, 6, 7 (license to Aggregated Data survives), 8, 9, 10, 11, 12, 13, 14, 16, and 17 survive termination.

16 Dispute Resolution, Arbitration & Jury Trial Waiver

Governing Law. These Terms are governed exclusively by the laws of the State of Florida, United States, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If you access or use the Services from a location outside the State of Florida — whether from another U.S. state, territory, or any foreign jurisdiction — you expressly consent, as a condition of such access, to the application of Florida law to these Terms and to any dispute arising from your use of the Services, and you waive any objection based on personal jurisdiction, venue, or inconvenient forum with respect to proceedings conducted in the State of Florida.

Informal Resolution. Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute by providing written notice describing the nature and basis of the claim, and engaging in good-faith discussion for at least thirty (30) days. This informal process is a prerequisite to arbitration (except for requests for emergency equitable relief).

Mandatory Arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, your account, or the breach, termination, enforcement, interpretation, or validity thereof (including determination of the scope or applicability of this arbitration agreement) shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or, for claims under $75,000, its Consumer Arbitration Rules), before a single neutral arbitrator. The arbitration shall be conducted in English in the State of Florida, or, by agreement, remotely. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this arbitration agreement.

Exceptions to Arbitration. The following claims are excluded from mandatory arbitration: (a) claims by DEALTURA seeking injunctive or other equitable relief to protect intellectual property, trade secrets, or Confidential Information, which may be brought in any court of competent jurisdiction; (b) claims that applicable law expressly requires to be resolved in court. You consent to the exclusive personal jurisdiction of the state and federal courts located in the State of Florida for any such excluded claims.

Class Action Waiver. ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, CONSOLIDATED ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any class or representative proceeding. If this class action waiver is found unenforceable with respect to any claim, that claim shall be severed and proceed in court while remaining claims proceed in arbitration.

Costs. Each party shall bear its own arbitration costs unless the arbitrator determines that a party's claim or defense was frivolous or brought for an improper purpose, in which case the arbitrator may award costs and fees to the prevailing party.

Statute of Limitations. Any claim must be brought within one (1) year of the date on which the claimant knew or reasonably should have known of the facts giving rise to the claim, or within the minimum period required by applicable law, whichever is longer.

17 General Provisions

Entire Agreement. These Terms, together with our Privacy Policy and any executed order forms or enterprise agreements, constitute the entire agreement between you and DEALTURA regarding the Services and supersede all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral.

Modifications. We may update these Terms at any time. Material changes will be communicated with reasonable advance notice via email or in-platform notification. Minor or administrative updates may be made without notice. Continued use after the effective date of updated Terms constitutes acceptance. Your sole remedy for disagreement with updated Terms is to terminate your subscription.

Severability. If any provision is found invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable or, if modification is not possible, severed, and all remaining provisions shall remain in full force and effect.

Waiver. Our failure to enforce any provision at any time does not waive our right to enforce it later. Any waiver must be in writing signed by an authorized DEALTURA representative to be effective, and is limited to the specific instance and purpose for which it is given.

Assignment. You may not assign, delegate, or transfer these Terms, your account, or any of your rights or obligations without DEALTURA's prior written consent. Any attempted assignment without consent is void. DEALTURA may freely assign these Terms and all rights and obligations, including in connection with a merger, acquisition, corporate reorganization, or sale of assets, without your consent. These Terms bind and inure to the benefit of permitted successors and assigns.

Force Majeure. DEALTURA is not liable for any failure or delay in performance of its obligations (other than payment obligations already accrued) caused by events beyond our reasonable control, including natural disasters, government actions, war, terrorism, cyberattacks, pandemic, third-party infrastructure failures, or internet outages. We will provide notice of the force majeure event and resume performance as promptly as practicable.

Relationship of Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing herein confers any rights on any third party.

Export Compliance. You represent that you are not named on any U.S. government denied-party or sanctions list and that you will comply with all applicable U.S. export control and economic sanctions laws in connection with your use of the Services.

FDUTPA. Nothing in these Terms limits any rights you may have under the Florida Deceptive and Unfair Trade Practices Act, Fla. Stat. § 501.201 et seq., to the extent such rights cannot be waived by contract under applicable law.

Notices. Legal notices to DEALTURA must be sent in writing to legal@dealtura.com. Notices are effective upon confirmed delivery. We may provide notices to you via the email address associated with your account, which are effective upon transmission.

Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.

18 Contact

For legal questions, rights requests, or compliance matters: