Terms and Conditions

Effective Date: September 16, 2026

Last Updated: September 16, 2026

PLEASE READ THESE TERMS AND CONDITIONS (“Terms”) CAREFULLY BEFORE USING THE DAMANI APPLICATION. THESE TERMS CONTAIN AN ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. BY CREATING AN ACCOUNT, ACCESSING, OR USING THE DAMANI APPLICATION OR ANY RELATED SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

1. Definitions

For purposes of these Terms:

• “Company,” “Damani,” “we,” “us,” or “our” means DiaFi LLC, doing business as Damani, a company incorporated under the laws of the State of New Mexico, United States, with a principal place of business at 1209 Mountain Road Pl Ne, Ste N Albuquerque, NM 87110 US.

• “App” or “Service” means the Damani mobile and/or web application, and any related websites, features, or services operated by the Company.

• “User,” “you,” or “your” means any individual or entity that accesses or uses the Service.

• “Sponsor” means a User who submits, lists, or promotes a business venture, project, or investment opportunity on the Service.

• “Investor” means a User who uses the Service to discover, evaluate, or express interest in a venture listed by a Sponsor.

• “Content” means any information, text, images, documents, financial data, profiles, messages, or other material submitted to or made available through the Service.

• “Subscription” means any paid tier or plan offered through the Service, as described in Section 6.

• “Damani AI” means the artificial-intelligence-powered feature(s) made available through the Service that generate research, analysis, summaries, or recommendations related to a Sponsor's business venture, as further described in Section 3.5.

2. Eligibility

You may use the Service only if you:

• Are at least 18 years old (or the age of legal majority in your jurisdiction, if higher);

• Have the legal capacity to enter into a binding contract;

• Are not barred from using the Service under the laws of the United States or any other applicable jurisdiction, including export control and sanctions laws; and

• Will comply with these Terms and all applicable local, state, national, and international laws and regulations.

The Service is intended for use by individuals engaged in, or seriously exploring, legitimate business and investment activity. The Company reserves the right to refuse, suspend, or terminate access to any User at its discretion, including where it reasonably believes a User does not meet these eligibility requirements.

3. Description of the Service — What Damani Is and Is Not

3.1 Networking and Introduction Platform Only

Damani is a networking and business-facilitation platform. Its sole function is to allow Sponsors to list business ventures and Investors to discover those ventures, express interest, and communicate directly with one another through in-app messaging. Damani does not process, hold, transmit, escrow, or otherwise handle any funds, securities, or financial instruments of any kind. No monetary transaction, investment, loan, or transfer of capital of any kind occurs on or through the Service.

3.2 No Brokerage, Advisory, or Financial Services

Damani is not, and does not hold itself out as:

• A broker-dealer, investment adviser, or placement agent registered or required to be registered with the U.S. Securities and Exchange Commission, any state securities regulator, the Financial Sector Conduct Authority of South Africa, or any equivalent regulator in any jurisdiction;

• A bank, money transmitter, payment processor, or other financial institution;

• A provider of investment, legal, tax, or financial advice of any kind.

Nothing on the Service constitutes an offer to sell, or a solicitation of an offer to buy, any security, and nothing on the Service should be construed as a recommendation or endorsement of any Sponsor, venture, or Investor.

3.3 Off-Platform Transactions

Any agreement, investment, transaction, transfer of funds, or other arrangement that Users choose to pursue following an introduction made through the Service occurs entirely outside of and independently from the Service. Damani is not a party to, does not review, approve, or guarantee, and bears no responsibility or liability for, any such off-platform transaction, including its legality, terms, execution, or outcome. Users are solely responsible for negotiating, documenting, and completing any transaction, including compliance with all applicable securities, tax, banking, exchange control, and other laws in every jurisdiction involved.

3.4 Vetting Is Not a Guarantee

The Company may apply review or screening criteria (“vetting”) to Sponsor listings and/or Investor accounts before they are made visible on the Service. This review process is intended to reduce, but cannot and does not eliminate, the risk of encountering inaccurate, misleading, or fraudulent Users or listings. Vetting is not, and must not be relied upon as, a guarantee of the accuracy, completeness, legitimacy, creditworthiness, or investment merit of any Sponsor, venture, or Investor. Each User is solely responsible for conducting their own independent due diligence before engaging in any discussion, negotiation, or transaction with another User.

3.5 Damani AI and Damani Advisor

The Service may offer access to Damani AI, an artificial-intelligence-powered feature that can generate research, market analysis, business recommendations, and related content intended to assist Sponsors and Investors in evaluating or developing a business venture.

Damani AI (or Damani Advisor) is a business-research and business-development tool only. It does not provide, and must never be construed as providing, investment advice, financial advice, or any recommendation, analysis, or opinion regarding the purchase, sale, or holding of any security, asset, or investment. Damani AI does not evaluate, rate, or recommend any Sponsor, venture, or Investor as an investment opportunity, and it does not make or participate in any investment decision.

Damani AI is generated by automated systems and may be incomplete, outdated, generalized, or inaccurate. Outputs are provided for informational and business-planning purposes only and do not constitute professional advice of any kind, including legal, tax, accounting, or financial advice. You should independently verify any information generated by Damani AI and consult qualified professionals before relying on it or acting on it, including before making any business, financial, or investment decision.

You are solely responsible for any use you make of Damani AI outputs, including any business strategy, plan, disclosure, or decision based in whole or in part on such outputs. The Company is not responsible or liable for any outcome, loss, or harm arising from a User's reliance on, or use of, Damani AI, including where such outputs are shared with or relied upon by another User.

4. Accounts and Registration

• You must provide accurate, current, and complete information when creating an account and keep that information up to date.

• You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

• You may not create more than one account, impersonate another person or entity, or create an account on behalf of anyone other than yourself without legal authorization.

• You must notify Damani promptly of any unauthorized use of your account.

• The Company reserves the right to suspend or terminate any account that it reasonably believes contains false, misleading, or fraudulent information, or that otherwise violates these Terms.

5. Sponsor and Investor Conduct

Sponsors represent and warrant that all information submitted about a venture — including funding targets, financial metrics, stage, traction, ownership, and supporting documentation — is true, accurate, and not misleading, and that they have the authority to list the venture on the Service.

Investors represent and warrant that any statements regarding their identity, investment capacity, accreditation status (where relevant to a given jurisdiction), or intent are true and accurate.

All Users agree to communicate honestly and in good faith with other Users, and acknowledge that Damani has no ability to verify the ongoing accuracy of information exchanged between Users after an introduction is made.

6. Subscriptions and Payment

6.1 Paid Plans

Damani offers one or more paid subscription plans (each, a “Subscription”) that provide access to certain features of the Service, as described at [INSERT PRICING PAGE URL] and which may be updated from time to time. Access to the core networking and messaging functionality described in these Terms may require an active Subscription; specific plan features and pricing are described at the point of purchase.

6.2 Billing and Auto-Renewal

Subscriptions are billed in advance on a [MONTHLY/ANNUAL] basis (or as otherwise stated at checkout) and automatically renew for successive periods of the same length unless cancelled prior to the renewal date. By purchasing a Subscription, you authorize the Company (or its third-party payment processor) to charge your chosen payment method on a recurring basis until you cancel.

6.3 Cancellation

You may cancel your Subscription at any time through your in-app account settings or by emailing admin@damani.app. Cancellation will take effect at the end of the then-current billing period; you will retain access to paid features through the end of that period. Damani does not provide partial-period refunds except as required by applicable law.

6.4 Refunds

Except as required by applicable law or as expressly stated at the time of purchase, all Subscription fees are non-refundable.

6.5 Price Changes

The Company may change Subscription pricing from time to time. Any price change will apply to billing periods beginning after the change takes effect, and the Company will provide advance notice of any such change through the Service or by email.

6.6 Third-Party Payment Processing

All payments are processed by a third-party payment processor, including but not limited to in-app billing. Damani does not store full payment card details. Your use of the payment processor's services is subject to that processor's own terms and privacy policy.

6.7 Taxes

Subscription fees are exclusive of any applicable taxes, levies, or duties, which are your responsibility unless otherwise stated.

7. User Content and License

You retain ownership of any Content you submit to the Service. By submitting Content, you grant the Company a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, display, and distribute that Content solely for the purpose of operating, providing, promoting, and improving the Service (for example, displaying a Sponsor's venture profile to Investors).

You represent that you own or have the necessary rights to submit your Content, and that your Content does not infringe the intellectual property, privacy, or other rights of any third party.

The Company may, but is not obligated to, review, moderate, or remove Content that it believes violates these Terms or applicable law.

8. Prohibited Conduct

You agree not to:

• Submit false, misleading, or fraudulent information about yourself, a venture, your financial capacity, or your intentions;

• Use the Service to offer, solicit, or facilitate any transaction that would violate applicable securities laws in any relevant jurisdiction;

• Use the Service for money laundering, terrorist financing, or any other unlawful financial activity;

• Harass, defraud, threaten, or abuse other Users;

• Circumvent, disable, or interfere with any vetting, security, or access-control feature of the Service;

• Scrape, data-mine, or use automated means to access or extract data from the Service without prior written consent;

• Use another User's Content or contact information for any purpose outside the intended use of the Service, including unsolicited marketing;

• Impersonate any person or entity, or misrepresent your affiliation with any person or entity;

• Upload viruses, malware, or other harmful code; or

• Use the Service in violation of any applicable law, including export control, sanctions, and anti-money-laundering laws;

• Present Damani AI output to another User or third party as verified fact, professional advice, or an investment recommendation, or otherwise misrepresent the nature or reliability of Damani AI output; or

• Use Damani AI to generate content for any purpose unrelated to legitimate business research or planning, including generating misleading venture materials.

9. No Investment, Financial, or Legal Advice

Damani does not provide investment, financial, tax, or legal advice, and nothing on the Service — including any output of Damani Advisor — should be construed as such. Any introduction, match, or display of a venture to an Investor is not an endorsement, recommendation, or guarantee of investment merit, safety, legality, or outcome. Investing in early-stage or privately held businesses carries substantial risk, including the risk of total loss of capital. Users should consult their own independent financial, legal, and tax advisors before entering into any transaction contemplated as a result of using the Service.

This applies with equal force to Damani AI: any research, analysis, or recommendation it generates relates only to business planning and development, is never a recommendation or analysis concerning an asset or investment, and is never a substitute for independent professional advice or an Investor's or Sponsor's own diligence.

10. International Use and Compliance

The Service is available to Users globally, and the Company does not represent that the Service or its use is appropriate or lawful in every jurisdiction. If you access the Service from outside the United States, you do so on your own initiative and are solely responsible for compliance with local laws, including any laws governing cross-border investment, foreign exchange control, data protection, and securities regulation applicable in your country (for example, exchange control regulations administered by the South African Reserve Bank for Users in South Africa). You may not use the Service if you are located in, or are a national or resident of, any country or region subject to comprehensive U.S. trade sanctions, or if you are listed on any U.S. government restricted-party list.

11. Intellectual Property

The Service, including its design, features, graphics, logos (including the Damani name and mark), and underlying software, is owned by the Company or its licensors and is protected by intellectual property laws. Except for the limited license to use the Service as intended, no rights are granted to you in the Company's intellectual property.

12. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. THE COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT SUBMITTED BY USERS, INCLUDING VENTURE LISTINGS, FINANCIAL INFORMATION, OR INVESTOR REPRESENTATIONS.

THE COMPANY FURTHER DISCLAIMS ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY OUTPUT GENERATED BY DAMANI AI. DAMANI AI OUTPUTS ARE GENERATED BY AUTOMATED SYSTEMS, MAY CONTAIN ERRORS OR OMISSIONS, AND ARE NOT REVIEWED FOR ACCURACY BY THE COMPANY PRIOR TO BEING MADE AVAILABLE TO YOU.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE OR ANY TRANSACTION OR RELATIONSHIP ARISING FROM AN INTRODUCTION MADE THROUGH THE SERVICE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO THE COMPANY IN SUBSCRIPTION FEES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100).

WITHOUT LIMITING THE FOREGOING, THE COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY DECISION, ACTION, BUSINESS STRATEGY, DISCLOSURE, OR OUTCOME BASED ON A USER'S USE OF OR RELIANCE ON DAMANI AI, WHETHER THAT RELIANCE IS BY THE USER WHO GENERATED THE OUTPUT OR BY ANY OTHER USER WITH WHOM IT IS SHARED.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

14. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with: (a) your access to or use of the Service; (b) your Content; (c) your violation of these Terms; or (d) any off-platform transaction, dispute, or relationship arising from an introduction made through the Service.

15. Termination

You may stop using the Service and close your account at any time. The Company may suspend or terminate your access to the Service at any time, with or without notice, for conduct that the Company believes violates these Terms, is harmful to other Users, or is otherwise at the Company's discretion. Sections of these Terms that by their nature should survive termination (including Sections 9, 10, 12, 13, 14, and 17) will survive.

16. Dispute Resolution, Arbitration, and Governing Law

16.1 Governing Law

These Terms are governed by the laws of the State of New Mexico, United States, without regard to its conflict-of-laws principles, except to the extent superseded by applicable federal law.

16.2 Agreement to Arbitrate

Except for disputes eligible for small-claims court or claims for injunctive relief relating to intellectual property or unauthorized access to the Service, you and the Company agree that any dispute arising out of or relating to these Terms or the Service will be resolved through binding individual arbitration administered by the American Arbitration Association (“AAA”) in accordance with its rules in effect when the arbitration is filed (including, for Users located outside the United States, the AAA’s International Centre for Dispute Resolution (“ICDR”) under its International Arbitration Rules), rather than in court, except that either party may bring an individual action in small-claims court. This section does not apply where prohibited by applicable law.

16.3 Class Action Waiver

You and the Company agree that any proceedings to resolve disputes will be conducted only on an individual basis and not in a class, consolidated, or representative action, to the extent permitted by applicable law.

16.4 Venue

To the extent any dispute is not subject to arbitration, the state and federal courts located in New Mexico shall have exclusive jurisdiction, and you consent to personal jurisdiction in those courts.

International Users: some jurisdictions (including certain EU member states and South Africa) restrict or do not enforce mandatory arbitration and class-action-waiver clauses for consumer disputes. This section must be reviewed with counsel to confirm enforceability against Damani's actual global user base, and a jurisdiction-specific carve-out may be required.

17. Changes to These Terms

The Company may modify these Terms from time to time. If the Company makes material changes, it will provide notice through the Service or by email prior to the changes taking effect. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

18. Miscellaneous

• Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and the Company regarding the Service.

• Severability: If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

• No Waiver: The Company's failure to enforce any right or provision will not be deemed a waiver of that right or provision.

• Assignment: You may not assign these Terms without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of assets.

• Force Majeure: The Company is not liable for any failure to perform due to causes beyond its reasonable control.

19. Contact Us

If you have questions about these Terms, please contact us at:

DiaFi LLC (d/b/a Damani)

1209 Mountain Road Pl Ne, Ste N Albuquerque, NM 87110 US

Email: admin@damani.app