David Life Group LLC

Terms of Service

Version 2.0 Effective April 21, 2026 Next Review: April 21, 2027

Governs use of: davidlifegroup.com · app.davidlifegroup.com · All DLG AI Agency Services · Nexus Deal Engine SaaS

Founder & Principal: Dr. Victor C. Nkwocha, PhD

Contact: hello@davidlifegroup.com  |  Orlando, Florida, USA

Please Read Carefully — Binding Agreement

These Terms of Service constitute a legally binding agreement between you and David Life Group LLC. By accessing our website, engaging our services, or creating an account on any DLG platform, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must discontinue use of our website and services immediately.

Note on Technology Platform References

These Terms of Service describe DLG's services, deliverables, and obligations using functional and categorical language rather than naming specific third-party technology platforms. This is consistent with DLG's practice of treating its technology infrastructure as proprietary business information. Clients who require a list of specific platforms for due diligence, compliance, or contractual purposes may request one in writing at hello@davidlifegroup.com. Such lists are shared under confidentiality obligations consistent with applicable service agreements.

01
Parties, Definitions, and Scope

1.1 The Parties

These Terms of Service govern the legal relationship between David Life Group LLC ("DLG," "we," "us," or "our"), a limited liability company organised under the laws of the State of Florida, and you, whether as an individual visitor, a registered platform user, or a business client engaging DLG for AI agency services ("you," "your," or "Client").

CompanyDavid Life Group LLC
TypeFlorida Limited Liability Company
Principal OfficeOrlando, Florida, USA
Websitedavidlifegroup.com
SaaS Platformapp.davidlifegroup.com — Nexus Deal Engine
Contacthello@davidlifegroup.com
Founder & PrincipalDr. Victor C. Nkwocha, PhD
Document Version2.0 — Effective April 21, 2026

1.2 Key Definitions

  • "Services" means all consulting, AI agency, technology deployment, software subscription, and advisory services provided by DLG, including but not limited to AI chatbot and voice agent deployment, AI marketing automation, AI workflow agent development, website delivery, business intelligence reporting, and the Nexus Deal Engine SaaS platform.
  • "Website" means davidlifegroup.com and all subdomains, including app.davidlifegroup.com.
  • "Nexus Deal Engine" means DLG's proprietary AI-powered real estate investment analysis SaaS platform.
  • "AI Agency Services" means DLG's managed AI deployment services delivered through DLG's proprietary technology infrastructure, including conversational AI agents, marketing automation systems, intelligent workflow agents, website delivery, and analytics reporting.
  • "DLG Technology Infrastructure" means the combination of proprietary systems, licensed technology platforms, and managed service integrations through which DLG delivers its Services. The specific platforms comprising this infrastructure are DLG's proprietary business information and are not publicly disclosed, but are available to clients upon written request under confidentiality terms.
  • "Client Data" means any data, content, business information, customer lists, or materials that a Client provides to DLG for the purpose of receiving the Services.
  • "Deliverables" means any work product, configuration, automation, dashboard, website, chatbot, report, or other output that DLG creates for or on behalf of a Client.
  • "Third-Party Platforms" means the technology platforms and services that form part of DLG's Technology Infrastructure. These are engaged by DLG as sub-processors and are subject to DLG's vendor management and data processing protocols.
  • "Setup Fee" means a one-time payment charged at commencement of an AI Agency Service engagement to cover configuration, training, and deployment of the relevant systems.
  • "Monthly Management Fee" means a recurring monthly payment for ongoing management, monitoring, optimisation, and support of deployed AI systems.
  • "Subscription" means a recurring monthly or annual payment plan for access to the Nexus Deal Engine SaaS platform.

1.3 Scope of These Terms

These Terms apply to all visitors to the DLG Website, all registered users of the Nexus Deal Engine platform, all businesses and individuals engaging DLG for AI Agency Services, and all individuals who interact with AI systems deployed by DLG on behalf of client businesses. These Terms supplement, and do not replace, any separately executed written service agreement, statement of work, or Business Associate Agreement. In the event of a conflict between these Terms and a separately executed written agreement, the written agreement shall govern.

02
Acceptance of Terms and User Eligibility

2.1 Acceptance

You accept these Terms by any of the following actions: visiting or browsing the DLG Website; creating an account on any DLG platform; submitting a contact form, booking request, or inquiry; executing a service agreement or statement of work; making any payment for a DLG Service or Subscription; or using or interacting with any DLG Deliverable or AI system. Your acceptance is effective from the date of the first of these actions.

2.2 Eligibility

To use DLG's Website and Services, you must be at least 18 years of age, have legal capacity to enter into a binding contract, not be prohibited from using the Services under applicable law, and — if acting on behalf of a business — have full authority to bind that entity to these Terms. DLG's Services are intended for commercial and professional use, not for personal, family, or household purposes.

2.3 Updates to These Terms

DLG reserves the right to modify these Terms at any time. When material changes are made, DLG will update the Effective Date and Version number, post a notice on the Website, and — where you have provided an email address — send direct notification. Your continued use of the Website or Services after the updated Terms' effective date constitutes your acceptance. If you do not agree with updated Terms, you must discontinue use and contact DLG to terminate any active agreements.

03
Description of Services

3.1 AI Agency Services

DLG's AI Agency Division delivers the services described in the table below. All services are provided using DLG's proprietary Technology Infrastructure on a managed, white-label basis. The specific platforms comprising that infrastructure are not publicly disclosed in order to protect DLG's proprietary business model. Specific deliverables, timelines, and pricing for each engagement are set out in the applicable service agreement or statement of work.

Service CategoryDescription
AI Chatbot & Voice Agent ServicesDeployment and ongoing management of AI-powered conversational agents on client websites, messaging platforms, and voice channels. DLG configures, trains, brands, and manages all underlying systems on behalf of the client.
AI Marketing Automation ServicesConfiguration and management of automated CRM pipelines, email sequences, SMS campaigns, lead follow-up systems, appointment scheduling workflows, and review generation programmes under the client's brand.
AI Workflow Agent DevelopmentCustom design, development, and management of intelligent automation workflows that execute business processes including document routing, client intake, data processing, inter-system communication, notification delivery, and reporting.
AI Website Delivery & Care PlansDesign and delivery of professional, AI-assisted websites with optional monthly care plans covering hosting, security updates, performance optimisation, content updates, and SEO monitoring.
AI Analytics & Business IntelligenceCustom business dashboard development and monthly narrative intelligence reports ("DLG Intelligence Brief") that transform raw business data into actionable insights.
AI Strategy & Readiness ConsultingAdvisory engagements covering AI readiness assessment, technology evaluation, AI adoption roadmap development, and bespoke AI strategy for growth-stage businesses.

3.2 Nexus Deal Engine — Proprietary SaaS Platform

Nexus Deal Engine is DLG's proprietary AI-powered real estate investment intelligence platform, accessible by subscription at app.davidlifegroup.com. The platform uses DLG's proprietary multi-agent AI architecture to analyse real estate deals, model cash flows, perform sensitivity analysis, run Monte Carlo simulations, and generate institutional-grade investment reports. The platform is built on DLG-owned technology and proprietary analytical frameworks developed through doctoral research.

3.3 Technology Infrastructure — Proprietary and Confidential

DLG delivers its Services through a proprietary combination of licensed technology platforms, custom integrations, and DLG-developed systems ("DLG Technology Infrastructure"). The composition of this infrastructure — including the specific third-party platforms engaged — is DLG's proprietary business information and constitutes a trade secret. DLG does not publicly disclose the specific platforms forming its Technology Infrastructure.

Clients who require disclosure of specific technology platforms for their own compliance, due diligence, or regulatory purposes may request this information in writing. DLG will provide a current technology disclosure under mutually agreed confidentiality terms within 10 business days of a written request. For healthcare clients, the BAA will specify which components of DLG's Technology Infrastructure may process Protected Health Information.

3.4 Service Limitations and Infrastructure Dependencies

DLG's ability to deliver certain Services depends on the continued availability, functionality, and terms of the third-party platforms that form its Technology Infrastructure. DLG is not responsible for service interruptions, price changes, or policy changes made by those platforms that are outside DLG's reasonable control. Where a change in DLG's Technology Infrastructure materially affects a Client's service, DLG will notify the Client promptly and propose a reasonable remediation plan.

No Professional Advice Disclaimer

Nexus Deal Engine outputs, DLG business intelligence reports, and all AI-generated content produced by DLG's systems are for informational and analytical purposes only. They do not constitute financial, investment, legal, medical, tax, or any other professional advice. DLG is not a registered investment adviser, broker-dealer, attorney, accountant, or licensed healthcare provider. Always consult qualified licensed professionals before making financial, investment, legal, or medical decisions.

04
Fees, Payment, and Billing

4.1 Service Pricing

DLG's AI Agency Services are priced as a combination of a one-time Setup Fee and a recurring Monthly Management Fee. Nexus Deal Engine is priced as a monthly or annual Subscription. The applicable fees are set out in the service agreement or statement of work for each engagement. Standard reference pricing at the time of this document's effective date is as follows:

ServicePrice RangeTerms & Notes
AI Chatbot — Starter Package$500–$1,200 setup
$297–$597/month
AI conversational agent deployed on website and/or messaging platform. Includes training, DLG-branded configuration, and monthly management.
AI Chatbot + Marketing Automation — Growth Package$1,500–$2,500 setup
$697–$897/month
Chatbot plus CRM pipeline, automated email and SMS sequences, lead follow-up system, and review generation workflow.
Full-Stack AI Package$2,500–$3,500 setup
$1,297–$1,997/month
All Growth services plus AI-delivered website, monthly care plan, and business intelligence dashboard with monthly narrative report.
Voice AI Agent — Add-On$600–$800 additional setup
$297/month additional
AI voice agent for inbound telephone calls. Added to any package. Handles qualification, FAQ resolution, and appointment booking.
Custom AI Workflow Agent$2,500–$8,000 setup
$997–$2,997/month
Bespoke intelligent automation workflow built to the client's specific business process requirements. Pricing varies by scope and complexity.
AI Website Delivery — Standalone$1,200–$3,500 setup
$197–$497/month care plan
Professional AI-assisted website delivery with monthly maintenance, updates, and SEO optimisation care plan.
AI Analytics & Intelligence Brief$1,500–$4,000 setup
$497–$1,997/month
Custom business intelligence dashboard plus monthly narrative intelligence report synthesising business data into executive-level insights.
Nexus Deal Engine — Starter$49/monthSaaS subscription: up to 5 deal analyses per month, core financial modelling and AI narrative report.
Nexus Deal Engine — Professional$149/monthSaaS subscription: up to 20 analyses per month, full modelling suite including 7-year cash flow, sensitivity grid, Monte Carlo simulation.
Nexus Deal Engine — Institutional$499/monthSaaS subscription: unlimited analyses, portfolio analytics, advanced scenario modelling, priority support.
Nexus Deal Engine — Enterprise$2,000/monthSaaS subscription: custom volume, dedicated support, custom report branding, API access, white-label options.

All prices are in United States Dollars. DLG reserves the right to adjust pricing upon thirty (30) days' written notice to existing clients, with changes taking effect at the start of the next billing cycle following the notice period.

4.2 Payment Terms

  • Setup Fees are due and payable in full prior to the commencement of any service delivery. DLG will not begin configuration, training, or deployment work until the Setup Fee has been received and cleared.
  • Monthly Management Fees are billed on a recurring monthly basis on the same calendar date as the initial payment. The first Monthly Management Fee is charged simultaneously with or immediately following the Setup Fee.
  • Nexus Deal Engine Subscriptions are billed monthly or annually in advance through DLG's payment processing infrastructure. Annual subscriptions are offered at a 20% discount from the equivalent monthly rate.
  • All payments are processed through DLG's third-party payment processing infrastructure. By providing payment information, you authorise DLG to charge the applicable fees to your payment method on the billing schedule described herein. DLG does not store credit card numbers, CVV codes, or full bank account details on its own systems.
  • Invoices for agency services are issued through DLG's invoicing system and are due upon receipt unless otherwise agreed in writing.

4.3 Late Payments

If any payment is not received by its due date, DLG reserves the right to: (a) suspend delivery of ongoing services until payment is received; (b) charge a late fee of 1.5% per month on the outstanding balance, compounded monthly; (c) require payment of all outstanding amounts before resuming services; and (d) after 30 days of non-payment, terminate the service agreement and pursue outstanding amounts through applicable legal channels. DLG will provide written notice before suspending or terminating services for non-payment.

4.4 Taxes

All fees quoted by DLG are exclusive of applicable taxes including sales tax, use tax, value-added tax, or similar levies. The Client is solely responsible for paying all applicable taxes on Services received. Where DLG is required by law to collect taxes, such taxes will be added to the applicable invoice.

4.5 Fee Changes

DLG reserves the right to change its fees for any Service upon thirty (30) days' prior written notice. For monthly services, changes take effect at the start of the next billing cycle following the notice period. Clients who do not agree with a fee change may terminate the affected service in accordance with Section 9.

05
Refund and Cancellation Policy
Please Read — All Sales Final on Setup Fees

Setup Fees paid to DLG for AI Agency Services are non-refundable once service delivery has commenced. This reflects the significant time, labour, and infrastructure costs DLG incurs during the configuration, training, and deployment phase of each engagement. Please ensure you are committed to proceeding before remitting a Setup Fee.

5.1 AI Agency Service Cancellation

Either party may cancel an ongoing AI Agency Service monthly management retainer by providing thirty (30) days' written notice. During the notice period, DLG will continue to provide the contracted services and the Client will continue to be billed at the Monthly Management Fee. Upon the effective date of cancellation:

  • DLG will provide the Client with a structured handover package containing all Client-specific configuration assets, trained knowledge bases, automation workflow exports, and other client-owned deliverables created during the engagement.
  • DLG will remove the Client's account from DLG's managed infrastructure and provide reasonable assistance to enable the Client to take over direct management of their systems.
  • Any outstanding Monthly Management Fees through the cancellation date remain due and payable.
  • Setup Fees are non-refundable regardless of cancellation timing.

5.2 Nexus Deal Engine Subscription Cancellation

  • Monthly subscriptions: Cancellation takes effect at the end of the current billing period. No refunds are issued for unused days within a billing period.
  • Annual subscriptions: Cancellation takes effect at the end of the annual subscription term. No partial refunds for early cancellation unless DLG has materially failed to provide the subscribed service.
  • Upon cancellation, account access continues until the end of the paid period, after which it is terminated.
  • Deal analysis records and data are retained for 60 days following subscription termination, then permanently deleted. Subscribers are encouraged to download and retain copies of their data before cancellation.

5.3 Exceptional Refund Circumstances

DLG may, at its sole discretion, issue partial or full refunds where: (a) DLG materially fails to deliver the contracted service within the agreed timeline due to causes directly attributable to DLG; (b) a duplicate payment error has occurred; or (c) platform downtime attributable to DLG's Technology Infrastructure has exceeded 72 consecutive hours within a billing period. Refund requests must be submitted in writing to hello@davidlifegroup.com within 14 days of the qualifying event.

5.4 Chargebacks

If a Client initiates a credit card chargeback for a payment legitimately charged under these Terms, DLG reserves the right to immediately suspend all services to that Client, pursue recovery of the disputed amount plus any resulting bank fees, and report the matter to applicable collections agencies where good-faith resolution has not been attempted. Clients are encouraged to contact hello@davidlifegroup.com to resolve billing disputes before initiating chargebacks.

06
Client Obligations and Responsibilities

6.1 Cooperation and Information

Successful delivery of DLG's Services depends substantially on the Client's timely cooperation. The Client agrees to:

  • Provide all information, materials, and data reasonably required by DLG within the timeframes requested.
  • Designate a primary point of contact with authority to make decisions and approvals relating to the engagement.
  • Review and provide feedback on Deliverables within agreed timeframes. Delays attributable to the Client do not constitute grounds for refund or service failure claims against DLG.
  • Ensure that all information provided for AI system training, automation configuration, or analytics setup is accurate, current, and authorised for the intended use.
  • Notify DLG promptly of any changes to their business, services, or compliance status that may affect the Services being delivered.

6.2 Platform Access and Credentials

Where DLG requires access to Client-owned platforms, accounts, or systems to deliver the Services, the Client is responsible for: providing access credentials securely; ensuring DLG's access does not violate any third-party platform's terms of service; and revoking DLG's access to all Client systems promptly upon termination of the service engagement.

6.3 Legal Compliance

The Client is solely responsible for ensuring that their use of DLG's Services complies with all applicable laws, regulations, and industry standards. This includes:

  • Obtaining all necessary consents, licences, and authorisations required for DLG to process the Client's data and the Client's customers' data in connection with the Services.
  • Complying with anti-spam and telecommunications laws — including the CAN-SPAM Act and the Telephone Consumer Protection Act (TCPA) — in connection with any email or SMS campaigns configured through DLG's marketing automation infrastructure.
  • Complying with HIPAA and applicable state health privacy laws if the Client is a Covered Entity or Business Associate. Healthcare Clients must execute a Business Associate Agreement (BAA) with DLG before any Protected Health Information is accessed or processed.
  • Complying with applicable consumer protection, data privacy, and advertising laws including CCPA, FTC regulations, and state AI disclosure requirements. As of April 2026, multiple US states require disclosure of AI use in consumer-facing communications.
  • Ensuring that any AI chatbot or automated communication system deployed by DLG discloses its AI nature to end users where required by applicable law.

6.4 Acceptable Use of AI Deployments

The Client agrees not to direct, instruct, or permit DLG-deployed AI systems to be used for any of the following prohibited purposes:

  • Collecting personal information from individuals without their knowledge or consent
  • Making clinical diagnoses, providing medical advice, or substituting for licensed healthcare services
  • Making legal determinations or substituting for licensed legal services
  • Engaging in deceptive, misleading, or fraudulent communications with end users
  • Discriminating against individuals on any protected basis under applicable federal or state law
  • Generating or facilitating spam, unsolicited commercial messages, or mass communications in violation of applicable law
  • Any unlawful purpose or any purpose that violates DLG's policies or the terms of service of any platform forming part of DLG's Technology Infrastructure

The Client is responsible for the use of DLG-deployed AI systems by the Client's employees, agents, contractors, and end users. The Client agrees to implement reasonable oversight of deployed systems and to notify DLG immediately of any misuse or unexpected behaviour.

07
Intellectual Property Rights

7.1 DLG Proprietary Intellectual Property

DLG owns all intellectual property rights in and to the following, all of which are protected as proprietary business assets:

  • The Nexus Deal Engine platform, including its AI analytical engine, financial modelling algorithms, user interface, report generation systems, and all underlying code, logic, and architecture.
  • DLG's proprietary analytical frameworks and methodologies, including the Market Temperature Index (MTI), multi-agent swarm intelligence systems, and all other research-derived IP developed by Dr. Victor C. Nkwocha and the DLG team.
  • DLG's Technology Infrastructure — the proprietary combination of licensed platforms, custom integrations, and DLG-developed systems used to deliver AI Agency Services. This infrastructure represents significant investment and competitive advantage and is treated as a trade secret.
  • All DLG brand assets including company name, product names, logos, and marketing materials.
  • Generic templates, workflow frameworks, automation architectures, and system configurations developed by DLG that are not uniquely tailored to a single Client's specific data or requirements.
  • All content published on the DLG Website including text, graphics, case studies, blog posts, and design elements.

7.2 Client Ownership of Client Data

The Client retains all intellectual property rights in Client Data — meaning the business-specific data, content, branding, customer information, and materials provided by the Client to DLG. DLG claims no ownership over Client Data. The Client grants DLG a limited, non-exclusive, non-transferable licence to use Client Data solely for the purpose of delivering the contracted Services. This licence terminates upon conclusion of the engagement.

7.3 Ownership of Deliverables

Upon receipt of full payment for all applicable Setup Fees and Monthly Management Fees, DLG assigns to the Client all intellectual property rights in Client-specific Deliverables — meaning work product uniquely tailored to the Client's business, such as a custom chatbot knowledge base trained on the Client's specific service data, a branded website built for the Client's business, or an automation workflow designed specifically for the Client's processes.

This assignment is subject to important limitations:

  • Assignment does not extend to DLG's underlying Technology Infrastructure, proprietary frameworks, analytical methodologies, or generic templates, even where these are used in creating the Deliverable.
  • Assignment does not occur while payment is outstanding. DLG retains all rights in Deliverables until all fees due under the relevant service agreement are paid in full.
  • Nexus Deal Engine output — including AI-generated analyses, reports, and recommendations — is licensed to the subscriber for personal or internal business use only. It may not be redistributed, resold, republished, or used to develop competing analytical products without DLG's prior written consent.
  • The specific technology platforms, API integrations, and infrastructure configurations used to deliver Deliverables remain DLG's proprietary assets and are not transferred to the Client under any circumstances.

7.4 Non-Disclosure of Technology Infrastructure

The Client acknowledges that DLG's Technology Infrastructure constitutes valuable proprietary and confidential business information. The Client agrees not to: (a) attempt to reverse-engineer, decompile, or identify the specific technology components of DLG's infrastructure from Deliverables or through use of DLG's services; (b) disclose information about DLG's technology stack obtained through the engagement to any third party without DLG's prior written consent; or (c) use information about DLG's Technology Infrastructure to replicate or compete with DLG's service offerings.

7.5 Feedback and Suggestions

If you provide DLG with suggestions, feedback, or ideas regarding Services or products, DLG may use such Feedback for any purpose including product improvement, without obligation to compensate you, attribute the Feedback, or keep it confidential. By submitting Feedback, you grant DLG a perpetual, irrevocable, royalty-free, worldwide licence to use, modify, and incorporate it into products and services.

08
Confidentiality

8.1 Mutual Confidentiality

Each party agrees to hold in strict confidence all Confidential Information received from the other party and to use it solely for the purpose of performing obligations or exercising rights under these Terms or any applicable service agreement. "Confidential Information" means any non-public information designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. This includes, without limitation: business strategies, pricing, client lists, financial projections, technical systems, proprietary methods, technology platform details, and trade secrets.

8.2 DLG Technology Infrastructure as Confidential Information

The Client expressly acknowledges that information concerning DLG's Technology Infrastructure — including the identity of specific platforms, integrations, and systems used to deliver Services — constitutes Confidential Information of DLG. This information is shared with Clients only on a need-to-know basis under the confidentiality obligations of this Section. Any disclosure of DLG's Technology Infrastructure details to third parties without DLG's express written consent constitutes a material breach of these Terms.

8.3 Exceptions

Confidentiality obligations do not apply to information that: (a) becomes publicly available without breach of these Terms; (b) was already known to the Receiving Party at the time of disclosure; (c) is independently developed without use of the Disclosing Party's Confidential Information; (d) is received from a third party without restriction; or (e) is required to be disclosed by law or court order, provided the Receiving Party gives prior written notice to the extent permitted by law.

8.4 Duration

Confidentiality obligations survive termination of any service engagement for three (3) years, except with respect to trade secrets — including DLG's Technology Infrastructure composition — which shall remain protected for as long as they qualify as trade secrets under applicable law.

8.5 DLG's Right to Reference the Engagement

Unless a Client expressly objects in writing, DLG reserves the right to reference the existence of a Client engagement — but not its specific terms, fees, or confidential details — for general marketing purposes. DLG will always seek the Client's prior approval before using the Client's name, logo, or specific results in any publicly shared marketing material.

09
Term and Termination

9.1 Term

These Terms are effective from the date you first accept them and remain in effect until terminated. Individual service agreements may specify their own initial term and renewal provisions, which are governed by those agreements in addition to these Terms.

9.2 Termination by Client

A Client may terminate an ongoing AI Agency Service engagement by providing thirty (30) days' written notice to hello@davidlifegroup.com. The Client remains responsible for all fees accrued through the end of the notice period. Nexus Deal Engine subscriptions may be cancelled at any time as described in Section 5.2.

9.3 Termination by DLG

DLG may terminate any service engagement or suspend platform access immediately upon written notice in the following circumstances:

  • Material breach of these Terms or any service agreement where the Client fails to cure within fourteen (14) days of written notice specifying the breach.
  • Failure to make any payment when due, uncured within seven (7) days of written notice.
  • Use of DLG's Services or Deliverables for any illegal, fraudulent, or harmful purpose.
  • Conduct that DLG reasonably determines to be abusive, threatening, or harassing toward DLG personnel.
  • Termination required by law, court order, or regulatory directive.
  • A healthcare Client's failure to execute a required Business Associate Agreement before PHI is accessed or processed through DLG's Services.
  • Breach of the confidentiality obligations in Section 8, including unauthorised disclosure of DLG's Technology Infrastructure.

9.4 Effect of Termination

Upon termination: (a) all licences granted by DLG to the Client terminate; (b) each party returns or destroys the other's Confidential Information; (c) all outstanding fees become immediately due; (d) DLG provides a reasonable handover period not exceeding 10 business days for the Client to retrieve Client Data from DLG-managed systems; and (e) provisions that by their nature survive termination — including payment obligations, intellectual property rights, confidentiality, limitation of liability, indemnification, and dispute resolution — shall survive.

10
Warranties, Representations, and Disclaimers

10.1 DLG's Representations

DLG represents and warrants that: (a) it has legal authority to enter into these Terms and provide the Services; (b) Services will be performed in a professional and workmanlike manner; (c) DLG will comply with all applicable laws in providing its Services; and (d) DLG will maintain appropriate security measures to protect Client Data consistent with its Privacy Policy.

10.2 Client's Representations

The Client represents and warrants that: (a) it has legal authority to enter into these Terms and grant DLG the licences and access described; (b) all Client Data provided is accurate, lawfully obtained, and authorised for its intended use; (c) the Client's use of DLG's Services complies with all applicable laws; and (d) the Client holds all necessary rights and consents to permit DLG to use Client Data as described.

10.3 Disclaimer of Warranties

Important — Read Carefully

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, DLG'S SERVICES AND THE NEXUS DEAL ENGINE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. DLG EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DLG DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. DLG DOES NOT WARRANT THAT NEXUS DEAL ENGINE'S FINANCIAL MODELS, AI ANALYSES, OR INVESTMENT REPORTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR INVESTMENT DECISION. ALL AI-GENERATED OUTPUT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A GUARANTEE OF FUTURE PERFORMANCE OR OUTCOMES.

10.4 Infrastructure Dependency Disclaimer

DLG's Services are delivered through a proprietary Technology Infrastructure that includes third-party licensed platforms. DLG is not responsible for service interruptions, data loss, performance degradation, or changes in capability arising from disruptions, policy changes, or discontinuation of third-party platforms that form part of DLG's Technology Infrastructure, provided that DLG takes commercially reasonable steps to mitigate such disruptions and notify affected Clients promptly.

11
Limitation of Liability and Indemnification

11.1 Limitation of Liability

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DLG'S TOTAL AGGREGATE LIABILITY TO ANY CLIENT FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES — WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE — SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO DLG IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL DLG BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES — INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES — EVEN IF DLG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Essential Basis of Bargain

The limitations of liability in Section 11.1 are a fundamental element of the bargain between DLG and the Client. DLG could not provide its Services at the pricing offered without these limitations. Some jurisdictions do not permit certain warranty exclusions or liability limitations; those limitations apply to the maximum extent permitted by applicable law.

11.3 Indemnification by Client

The Client agrees to indemnify, defend, and hold harmless DLG and its officers, directors, employees, contractors, and agents from all claims, damages, losses, liabilities, costs, and expenses — including reasonable legal fees — arising from: (a) the Client's breach of these Terms; (b) use of DLG's Services or Deliverables in violation of applicable law; (c) violation of any third party's rights; (d) any claim arising from the Client's deployment or use of DLG-configured AI systems; (e) the Client's failure to obtain required consents or execute required agreements; or (f) unauthorised disclosure of DLG's Confidential Information including Technology Infrastructure details.

11.4 Indemnification by DLG

DLG agrees to indemnify, defend, and hold harmless the Client from claims by third parties alleging that DLG's Services, as provided and used in accordance with these Terms, directly infringe a valid United States patent, copyright, or trademark. This indemnification does not apply where infringement arises from Client modifications, Client combinations with non-DLG products, or Client use outside the scope authorised under these Terms.

12
Governing Law and Dispute Resolution

12.1 Governing Law

These Terms are governed by the laws of the State of Florida, United States of America, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt informal resolution for thirty (30) days from written notice describing the dispute and requested relief. This informal period is a condition precedent to formal proceedings, except where immediate injunctive relief is sought to prevent irreparable harm — including to prevent misuse or disclosure of DLG's Confidential Information or Technology Infrastructure.

12.3 Binding Arbitration

If informal resolution is unsuccessful, disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in Orange County, Florida, in English. The arbitrator may award any remedy available at law or in equity, except punitive damages beyond those expressly authorised by statute. The award is final and binding; judgment may be entered in any court of competent jurisdiction. The parties waive their right to a jury trial.

12.4 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. THE CLIENT WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION WITH RESPECT TO ANY CLAIM UNDER THESE TERMS. Nothing in this Section prevents either party from seeking emergency injunctive relief from a court of competent jurisdiction where necessary to prevent irreparable harm.

12.5 Venue for Non-Arbitrable Claims

For claims not subject to arbitration, the parties consent to the exclusive jurisdiction of state and federal courts in Orange County, Florida.

12.6 Limitation on Claims

Any claim arising under or related to these Terms must be brought within one (1) year of the date the claim arose. Claims not brought within this period are permanently barred regardless of any longer limitation period provided by statute.

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General Provisions

13.1 Entire Agreement

These Terms, together with DLG's Privacy Policy and any separately executed written service agreement, statement of work, or Business Associate Agreement, constitute the entire agreement between DLG and the Client and supersede all prior negotiations, representations, and understandings, whether oral or written.

13.2 Severability

If any provision is found invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. Remaining provisions continue in full force.

13.3 Waiver

Failure to enforce any right or provision does not constitute a waiver unless acknowledged in writing. No waiver of any breach is deemed a waiver of any subsequent breach.

13.4 Assignment

The Client may not assign, transfer, or sublicense any rights or obligations under these Terms without DLG's prior written consent. DLG may freely assign its rights in connection with a merger, acquisition, or asset sale, provided written notice is given to the Client.

13.5 Force Majeure

Neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control — including acts of God, natural disasters, pandemic, war, government action, power failures, internet outages, or disruptions to third-party platforms forming part of DLG's Technology Infrastructure. The affected party shall promptly notify the other and use commercially reasonable efforts to resume performance.

13.6 Notices

Legal notices shall be delivered by email to hello@davidlifegroup.com (for DLG) or to the Client's registered email address, or by nationally recognised overnight courier. Email notices are effective when transmitted with confirmation of receipt.

13.7 Independent Contractors

The relationship between DLG and the Client is that of independent contractors. Nothing herein creates or implies any partnership, joint venture, agency, franchise, or employment relationship. Neither party has authority to bind the other.

13.8 No Third-Party Beneficiaries

These Terms are for the benefit of DLG and the Client only. No third party has any right to enforce any provision herein.

13.9 Technology Infrastructure Non-Disclosure

The Client expressly acknowledges that the specific platforms, integrations, and systems comprising DLG's Technology Infrastructure are not disclosed in these Terms, in any publicly available DLG document, or in any service agreement unless DLG expressly determines such disclosure is necessary for the Client's compliance requirements. Any platform information shared with the Client during the course of an engagement is shared as Confidential Information under Section 8 and must not be further disclosed without DLG's written consent.

13.10 Language

These Terms are written in English. To the extent any translation is provided, the English version controls in the event of any conflict or ambiguity.

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Contact Information

For questions, concerns, legal notices, or rights requests related to these Terms of Service, please contact David Life Group LLC:

David Life Group LLC

Terms of Service — Legal Notices  |  Version 2.0

Email: hello@davidlifegroup.com

Website: davidlifegroup.com

Location: Orlando, Florida, USA

Legal notices: subject line "LEGAL NOTICE — TERMS OF SERVICE"

Technology disclosure requests: subject line "TECHNOLOGY DISCLOSURE REQUEST"

HIPAA / BAA inquiries: subject line "BAA REQUEST"

Billing disputes: subject line "BILLING DISPUTE"

Legal Disclaimer

These Terms of Service have been prepared by David Life Group LLC to reflect its good-faith understanding of its legal obligations and the terms governing its commercial relationships. They do not constitute legal advice. DLG recommends that all Clients with specific legal compliance questions consult a qualified attorney licensed in their jurisdiction. These Terms are Version 2.0, effective April 21, 2026, and supersede all prior versions.