EXHIBIT A

TERMS OF SERVICE

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS SOFTWARE

By clicking “I Agree” or “Accept,” accessing, or using this software application (the “Software”), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service (the “Terms”). If you do not agree to these Terms, do not access or use the Software.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. References to “you” and “your” refer to both you as an individual and the entity on behalf of which you accept these Terms.

  1. DESCRIPTION OF SERVICE
    1.1. NAN Technologies, LLC (“NAN Technologies”, “us”, “our”, or “we”) provides a web- based software application, known as VonniQC, that assists with real estate appraisal technology. The Software is made available to you on a subscription basis and may be accessed through our website or API.
  1. ACCOUNT REGISTRATION
    2.1. To access the Software, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to keep your account information updated.
    2.2. You are responsible for safeguarding your account credentials, maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. 2.3. You may not share account credentials with third parties or allow multiple users to access the Software through a single account.
  1. SUBSCRIPTION AND PAYMENT
    3.1. Access to the Software generally requires payment of Fees as outlined in 7.1 of the Software Value Added Reseller Agreement.
    3.2. All Fees are exclusive of taxes, which you are responsible for paying.
    3.3. Fees are billed in advance and are non-refundable except as expressly provided in these Terms, or as otherwise specified in a separate written agreement with NAN Technologies.
    3.4. We reserve the right to change our fees upon thirty (30) days’ notice. If you do not agree to the fee changes, either you may terminate your subscription before the changes take effect.
  1. LICENSE GRANT AND RESTRICTIONS; NON-ASSIGNABILITY
    4.1. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non- sublicensable license to access and use the Software during the subscription term.
    4.2. You shall not:
    4.2.1. Copy, modify, or create derivative works of the Software or its content;
    4.2.2. Reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying ideas or algorithms of the Software;
    4.2.3. Sell, resell, license, sublicense, distribute, rent, lease, or transfer the Software;
    4.2.4. Use the Software to store or transmit infringing, libelous, or otherwise unlawful or tortious material;
    4.2.5. Use the Software to transmit viruses, worms, Trojan horses, or other harmful code;
    4.2.6. Interfere with or disrupt the integrity or performance of the Software;
    4.2.7. Attempt to gain unauthorized access to the Software or its related systems or  networks;
    4.2.8. Remove or alter any proprietary notices or labels from the Software;
    4.2.9. Access the Software for purposes of monitoring its availability, performance, or  functionality, or for any other benchmarking or competitive purposes; or
    4.2.10. Use the Software in any manner not expressly authorized by these Terms.
    4.2.11. You may not delegate, assign, or transfer this Agreement or any of its rights and obligations under this Agreement, and any attempt to do so will be void and unenforceable.
  1. INTELLECTUAL PROPERTY RIGHTS
    5.1. The Software and all related intellectual property rights are and shall remain the exclusive property of NAN Technologies or its licensors.
    5.2. No rights or licenses are granted to you except as expressly set forth in these Terms.
    5.3. You acknowledge that the Software contains valuable trade secrets and confidential information of NAN Technologies. You agree to take reasonable measures to protect the proprietary nature of the Software.
    5.4. In the event that any intellectual property, including but not limited to inventions, designs, works of authorship, source code, object code, or other creations, is inadvertently developed or created by you during the subscription period, and such intellectual property is related to the subject matter of the Software, you shall promptly disclose such intellectual property to us. You agree to cooperate fully with us, including executing any necessary documents or assignments, to transfer ownership of such intellectual property to us, as applicable, to ensure that all rights, title, and interest in such intellectual property are assigned to NAN Technologies.
  1. CONFIDENTIALITY
    6.1. “Confidential Information” means all non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
    6.2. Each party agrees to protect the other’s Confidential Information with the same degree of care it uses to protect its own Confidential Information (but not less than reasonable care) and shall not use or disclose any Confidential Information except to perform its obligations or exercise its rights under these Terms.
    6.3. Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was in the receiving party’s possession before receipt from the disclosing party; (c) is rightfully received by the receiving party from a third party without a duty of confidentiality; or (d) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.
    6.4. You acknowledge and agree that the confidentiality obligations set forth in these Terms shall survive the termination, expiration, or completion of this subscription. You shall continue to maintain the confidentiality of all Confidential Information disclosed during the term of this agreement and shall not disclose or use such information for any purpose other than as expressly permitted by this agreement, for an indefinite period following the termination of this agreement, unless required by law.
  1. TERM AND TERMINATION
    7.1. These Terms will remain in effect until your subscription expires or is terminated.
    7.2. You may terminate your subscription at any time by following the termination procedures specified on our website, or by providing written notice to us. No refunds will be provided for any unused portion of your subscription term.
    7.3. We may terminate these Terms and your access to the Software:
    7.3.1 if you breach any provision of these Terms; or
    7.3.2. upon written notice for any reason.
    7.4. We may deny or revoke access to the Software, or to any of its resources, and to terminate or suspend your access at any time.
    7.5. Upon termination or expiration:
    7.5.1. All rights granted to you under these Terms will immediately cease;
    7.5.2. You must stop all use of the Software; and
    7.5.3. You must pay any outstanding fees through the end of the current subscription term.
  1. REPRESENTATIONS AND WARRANTIES
    8.1. Each party represents and warrants that it has the legal power and authority to enter into these Terms. We warrant that the Software will perform materially in accordance with our published specifications during the subscription term.
    8.2. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE IS PROVIDED “AS IS,” AND WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NAN TECHNOLOGIES SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
  1. LIMITATION OF LIABILITY
    9.1. Exclusion of Damages. YOU SHALL HAVE NO LIABILITY FOR ANY THIRDPARTY CLAIMS ARISING FROM OR RELATED TO THE SOFTWARE, OR ANY THIRD-PARTY SERVICES, INCLUDING BUT NOT LIMITED TO CLAIMS BASED ON PERFORMANCE,   INFRINGEMENT OF INTELLECTUAL PROPERTY, AVAILABILITY, SECURITY, OR FUNCTIONALITY OF THE SOFTWARE.
    9.2. Limitation of Liability. NAN TECHNOLOGIES’ TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNT OF TWO MILLION U.S. DOLLARS ($2,000,000). IN NO EVENT WILL THE COLLECTIVE LIABILITY OF NAN TECHNOLOGIES AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED THE AMOUNT  OF TWO MILLION U.S. DOLLARS ($2,000,000).
    9.3. Limitation of Claims. ALL CLAIMS MADE BY YOU HEREUNDER MUST BE MADE WITHIN TWENTY-FOUR (24) MONTHS OF THE ACTION TO WHICH SUCH CLAIM RELATES OR FOREVER BE BARRED.
  1. INDEMNIFICATION
    10.1. We will defend, indemnify, and hold you harmless from and against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that the Software infringes or misappropriates such third party’s intellectual property rights (an “Infringement Claim”), and will indemnify you for damages finally awarded against you or agreed to in settlement, provided that you: (a) promptly notify us in writing of the Infringement Claim;
    10.2. give us sole control over the defense and settlement of the Infringement Claim; and (c) provide reasonable assistance in the defense of the same. You will defend, indemnify, and hold us harmless from and against any claim, demand, suit, or proceeding made or brought against us by a    third party arising out of: (a) your data; (b) your use of the Software in violation of these Terms or applicable law; or (c) your breach of these Terms, and will indemnify us for damages finally awarded against us or agreed to in settlement.
  1. FORCE MAJURE
    11.1. NAN Technologies will have no liability to you, or third parties, for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control, including, but not limited to, acts of God or nature, fires, floods, strikes, civil disturbances or terrorism, or interruptions in power, communications, events related to a pandemic, satellites, the Internet, or any other network that are beyond its reasonable control.
  1. GOVERNING LAW AND JURISDICTION
    12.1. If there is any dispute about or involving these Terms, you agree that any dispute  shall be governed by the laws of the State of Florida, notwithstanding any principles of conflicts of law. You specifically consent to personal and exclusive jurisdiction by and venue in the State and Federal courts of Hillsborough County, Florida or in the United States District Court for the Middle District of Florida in connection with any dispute between you and NAN Technologies arising out of or involving these Terms.
  1. SEVERABILITY
    13.1. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
  1. GENERAL PROVISIONS
    14.1. You acknowledge that a breach or threatened breach would cause the NAN Technologies irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the NAN Technologies will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
    14.2. These Terms constitute the entire agreement between you and us regarding the Software and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by both parties.
    14.3. NAN Technologies’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.
    14.4. We may assign these Terms in whole or in part to any person or entity at any time. You may not assign these Terms without our prior written consent.
  1. CHANGES TO TERMS
    15.1. We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website or through the Software. Your continued use of the Software after such changes constitutes your acceptance of the modified Terms.
    15.2. THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERCEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY GOING TO Terms and Conditions You are hereby put on notice that you are obligated to periodically review this document to make yourself aware of any changes hereto and any continued use of the Website shall constitute your acceptance thereof.
  1. CONTACT INFORMATION
    16.1. Please report any violations of these Terms, or any general questions you may have, to Glenn Kerr at NAN Technologies, LLC a Florida corporation, 123 E Tarpon Avenue, Tarpon Springs, Florida 34689. For electronic communication, please direct all messages to gkerr@nan-amc.com.

BY CLICKING “I AGREE” OR “ACCEPT,” OR BY ACCESSING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.

Last Updated: April 02, 2025