DANNA Terms and Conditions – Commercial Use

Integrated Data Intelligence, Limited (“IDI”, or “us”, “our”, “we”) manages the DANNA platform, which is an AI-driven investment copilot designed to enhance tasks such as screening, prospecting, due diligence, deal flow generation, IC memo drafting, and portfolio and risk analytics.(the “Platform”). These terms and conditions (“Terms”) are entered by and between IDI and the customer identified on the DANNA Order Form (“Customer” or “you”) as of the date of the DANNA Order Form. These Terms and the DANNA Order Form, along with IDI’s privacy policy, found at https://www.idi4.ai/privacy/ (“Privacy Policy”), govern Customer’s access and use of the Platform and any proprietary technology of IDI incorporated therein. Please read these Terms carefully. We may update these Terms from time to time. In the event of a conflict between the DANNA Order Form and these Terms, these provisions of the DANNA Order Form shall prevail to the extent of such conflict.

Platform Use:

During the Term defined in your DANNA Order Form, and subject to the terms and conditions hereof, IDI shall provide Customer with a limited, revocable, non-exclusive, non-transferrable right to use the Platform, solely for Customer’s own internal business purposes. In exchange for use of the Platform, the Customer agrees to pay IDI the fees specified in the DANNA Order Form in accordance with the payment terms therein (the “Fees”). IDI may modify or discontinue the Platform at any time; however, we will notify you of any material changes that affect you.

Use of and access to the Platform is void where prohibited by law. Subject to applicable law, IDI may refuse to open an account for any individual or entity at its sole discretion, and/or limit the number of users a Customer may register. By using the Platform, you represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you either are 18 years of age or older and (d) your use of the Platform does not violate any applicable law or regulation or any obligation.

Restrictions:

Customer shall not, and shall not permit any third party, to (a) decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Platform, (b) modify the Platform, (c) sublicense, sell, distribute or provide the Platform to any third party, or (d) bypass or disable any security measure or access control measure of the Platform, (e) use any robot, spider, Platform search or retrieval service, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Platform, or (f) use the Platform to provide services to any third party, including as part of a service bureau or timeshare arrangement. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Customer shall inform IDI in writing in each instance prior to engaging in the activities set forth above.

The Platform does not operate in countries that are subject to certain international sanctions. Filtering technology may prevent use of the Platform in certain jurisdictions. Customer has no claims against IDI with respect to the non-availability of the Platform due to any such geographical restrictions.

Registration and Support:

Customer may designate certain of its personnel (“Authorized Users”) to have access to the Customer’s account on the Platform. In order to access the Platform, each Authorized User will be required to register an Authorized User account to be linked to the Customer’s account. One of the Customer’s Authorized Users shall be designated as an “administrator” and shall be able to add and remove Authorized Users and shall have access to certain features or services that are not available to the Customer’s other Authorized Users. Use of the Platform by Authorized Users will be subject to these Terms of Service and Privacy Policy, as may be available within the Platform from time to time. Customer shall be responsible for the use of the Platform by any individual to whom it directly or indirectly grants access to the Platform, including, without limitation, any Authorized Users, employees, directors, contractors, or personnel.

During the Term, Customer may register accounts for up to the total maximum number of Authorized Users set forth in the DANNA Order Form. To the extent that the Customer provides any personal data to IDI as part of the process of registration of Authorized Users, Customer represents that (i) it has obtained all necessary consents required under applicable law to provide such personal data to IDI and to allow IDI to process and share such data for the provision of access to the Platform, and (ii) it shall ensure that a record of such consents is maintained, all as required under applicable law.

Customer undertakes to notify IDI immediately in the case of any unauthorized use of an Authorized User’s account or password. Customer shall be fully and solely responsible for the security of any computer system and/or mobile device used by any Authorized User and all activity on any Authorized User’s account, even if such activities were not committed by the Authorized User. To the fullest extent permissible by law, IDI will not be liable for any losses or damage arising from unauthorized use of the Platform, and Customer agrees to indemnify and hold IDI harmless for any unauthorized, improper or illegal use of Authorized User accounts and any charges and taxes incurred, unless Customer has notified IDI via e-mail that the relevant account has been compromised and has requested that access to it be blocked. While we reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Platform, we do not police for, and cannot guarantee that we will learn of or prevent, any inappropriate use of the Platform.

Authorized Users and Customers may contact [EMAIL] for Platform support.

Intellectual Property and use of Marks:

IDI, and its licensors, as the case may be, own all rights, title, and interest in and to the Platform, including all worldwide intellectual property rights in the Platform, as well as all modifications, enhancements, and updates thereto, and the trademarks, service marks, and logos contained therein. Customer may not copy, further modify, duplicate, distribute, display, perform, sublicense, republish, retransmit, reproduce, create derivative works of, transfer, sell or otherwise use the Platform. Customer will not remove, alter, or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Platform. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms grants Customer any right to use any trademark, service mark, logo, or trade name of IDI or any third party.

During the Term, IDI may refer to Customer as a customer of IDI, including, without limitation, by displaying Customer’s name and logo on IDI’s website and other marketing materials.

Confidentiality:

Customer may have access to certain non-public or proprietary information of the IDI, including any technical or non-technical information related to IDI’s business and current, future and proposed products, services, and (prospective) customers in each case whether or not specifically designated as “confidential” or “proprietary” (“Confidential Information”). Any feedback Customer may provide IDI with regard to the Platform shall be considered the Confidential Information of IDI.

Except as permitted herein, Customer may not use, disseminate, or in any way disclose the Confidential Information except for purposes of providing access to the Platform or in furtherance of the relationship of the parties hereunder. Customer may use the Confidential Information solely for the purposes set out in these Terms. Customer shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information but in any event with a high degree of care. Customer shall disclose Confidential Information only to those of its employees or representatives who have a need to know the information in order for Customer to perform its obligations under these Terms and who are bound by non-disclosure and non-use obligations no less restrictive than those set out herein. Without derogating from the aforesaid, Customer shall bear full responsibility for any harm caused to IDI by disclosure to its employees or representatives. The obligations set forth in this section shall survive termination of the Terms for any reason.

Customer’s obligations hereunder do not apply to any Confidential Information that Customer can demonstrate by written records (a) was in the public domain at or subsequent to the time the Confidential Information and was received by Customer through no act or omission of Customer; (b) was rightfully in Customer’s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Customer by IDI; or (c) was independently developed by Customer without use of, or reference to, any Confidential Information. A disclosure of any Confidential Information by Customer in response to a law, regulation, or governmental or judicial order (“Order”) will not be considered to be a breach of the Terms or a waiver of confidentiality for other purposes; provided, however, that Customer, to the extent permitted by such Order (a) provides prompt prior written notice thereof to IDI of such Order; (b) reasonably cooperates with IDI in opposing such disclosure, (c) only discloses to the extent required by such Order.

Warranties; Disclaimer:

Each party represents and warrants that (a) it is a company duly organized under applicable law, (b) it has the authority to enter into these Terms; and (c) the execution and performance of these Terms do not conflict with any contractual obligations that it has to any third party or legal requirement. IDI warrants that, to its best knowledge, the Platform does not infringe any third party intellectual property rights.

Customer further represents and warrants that it shall at all times use the Platform in compliance with applicable law.

Customer’s use of the Platform is at Customer’s sole discretion and risk. Except as expressly provided hereunder, the Platform is provided on an “as is” and “as available” basis without warranties of any kind from IDI. IDI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE PLATFORM, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IDI DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE PLATFORM; OR (II) THAT THE PLATFORM WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION OR PREDICTIONS PROVIDED BY THE PLATFORM.

Customer acknowledges that the Platform is a tool and that any investment or financial decisions that Customer may make based on information obtained from the Platform is at Customer’s sole risk, and IDI bears no responsibility in respect thereof. The Platform is not intended to replace standard due diligence processes.

IDI DISCLAIMS ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE PLATFORM OR OTHERWISE.

No advice or information, whether oral or written, obtained by Customer from IDI, shall create any warranty not expressly stated in these Terms. If Customer chooses to rely on such information, Customer does so solely at its own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to Customer.

Limitation of Liability:

In no event shall IDI or any of its officers, directors, employees or agents be liable to you for any damages whatsoever, including, without limitation, indirect, incidental, special, punitive, and/or consequential damages, arising out of or in connection with your use of the Platform, including but not limited to the quality, accuracy, or utility of the information provided as part of or through the Platform, whether the damages are foreseeable and whether or not IDI has been advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permissible by law in the applicable jurisdiction, and in no event shall IDI’s cumulative liability to you exceed amounts paid to IDI for use of the Platform in the 12 months preceding the claim.

IDI is not responsible for any problems or technical malfunction of any telephone or cellular phone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on the Platform, including any injury or damage to users or to any person’s mobile device or computer related to or resulting from participation or downloading materials in connection with the Platform. UNDER NO CIRCUMSTANCES SHALL IDI BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE PLATFORM, OR FROM THE CONDUCT OF ANY USERS OF THE PLATFORM, WHETHER ONLINE OR OFFLINE.

Indemnification:

Customer agrees to indemnify, defend, and hold harmless IDI and its respective employees, directors, officers, subcontractors and agents of each, against any and all claims, damages, or costs or expenses (including court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you, by Customer, its Authorized Users, or anyone using your computer or password; (b) any claim, loss or damage experienced from your or an Authorized User’s use or attempted use of (or inability to use) the Platform; (c) your or an Authorized User’s violation of any law or regulation; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under law. You agree that your use of the Platform, including, without limitation, provision of services in connection with the Platform shall be in compliance with all applicable laws, regulations and guidelines.

IDI agrees to indemnify, defend, and hold harmless Customer and its respective employees, directors, officers, subcontractors and agents of each, against any and all claims, damages, or costs or expenses (including court costs and attorneys’ fees) that arise directly or indirectly from IDI’s infringement of third-party intellectual party.

Termination of Account for Cause:

You agree that IDI may for any reason, in its sole discretion and without notice, terminate your account. Grounds for such termination may include (i) extended periods of inactivity, (ii) violation of these Terms, (iii) fraudulent, harassing, or abusive behavior, or (iv) behavior that is harmful to other users or the business interests of IDI (each of these grounds, a “Cause”). If your account is terminated, you may not rejoin the Platform again without our express permission.

If IDI believes, in its sole discretion, that a violation of these Terms or any illegal or inappropriate behavior has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior on the Platform. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or behavior of anyone believed to have violated these Terms or to have engaged in illegal behavior on the Platform. You may request termination of your IDI account at any time and for any reason by sending an email to contact@idi4.ai.

Term:

The Agreement will be in effect as of the date of the DANNA Order Form through the term identified therein (“Term”) unless terminated by either party in accordance with these Terms. IDI reserves the right to terminate the Agreement at any time, at its sole discretion. If IDI terminates Customer’s Agreement not for Cause, then IDI will grant Customer a pro-rata refund of the Fees from the applicable date of termination.

Upon the expiration or termination of the Agreement for any reason, IDI shall terminate any Customer accounts and, other than as set forth below, Customer’s Authorized Users shall have no further access to the Platform or content available thereon and all Authorized Users shall delete the Platform from any devices on which they have been installed.

Any suspension, termination, or cancellation of an Authorized User and/or Customer’s account or these Terms shall not affect Customer’s obligations to IDI and its licensors under these Terms (including but not limited to ownership, confidentiality, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation.

Miscellaneous:

These Terms shall be governed by the laws of England and Wales exclusive of its choice of law rules. Your conduct may also be subject to other local, state, and national laws. Any action brought in connection with these Terms or the Application shall be brought exclusively in the courts located in ADGM and you irrevocably consent to their jurisdiction. Any cause of action against IDI must be brought within one (1) year of the date such cause of action arose. In the event that any provision of the Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between you and IDI or authorizes you to act on behalf of IDI. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between IDI and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. IDI may assign our rights and obligations hereunder to any third party without prior notice. You shall not assign any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver

Updated: July 2024