Subscription Agreement Terms & Conditions
Video as a Service (VAAS)
Dealership Subscription Agreement Terms & Conditions
This Subscription Agreement (the “Agreement”) is entered into between the subscribing client (“Customer”) and I REVLAB INC, dba REVLAB VIDEO, a Wyoming corporation ("Company"), headquartered at 4910 Communications Ave, Suite 120, Boca Raton, FL 33431. By clicking to accept, subscribing, making payment, or accessing or using the Company’s Video Services platform, Customer acknowledges that it has read, understands, and agrees to be bound by this Agreement..
1. Services Provided.
The services to be provided by the Company under this Agreement (the “Services”) shall be limited to those services set forth in the applicable order form, service order, invoice, checkout page, or other ordering document accepted by the Customer and the Company (each, an “Order Form” or "Agreement"), which is incorporated into and made part of this Agreement. The Company’s core Services consist of providing the Customer limited access to its proprietary Video Services platform, which uses AI-powered technology to generate hyper-personalized video communications at scale. As specified in the applicable Order Form, the Services may also include integration with the Customer’s data systems to dynamically generate personalized video content tailored to individual recipients and may include the transmission or distribution of such content through the channels identified in the applicable Order Form.
2. Fees and Payments.
All fees for the products and services purchased by the Customer shall be as set forth in the applicable Order Form and shall be due and payable in accordance with the payment terms stated therein. The Company’s obligation to provide the applicable products or services is conditioned upon timely payment of all applicable fees. If any undisputed amount remains unpaid for more than three (3) business days after the applicable subscription due date, the Company may suspend, interrupt, or withhold the affected Services until payment is received. Any custom integrations or other services outside the scope of the applicable Order Form may be billed separately and shall require the Customer’s prior written approval. Except as expressly stated in this Agreement or required by applicable law, all fees are non-refundable, and no refunds or prorated credits shall be provided for partial months, unused subscription periods, or unused services.
3. Term and Termination.
This Agreement shall commence on the effective date of the applicable Order Form and shall continue for the subscription term specified therein. Subscription terms commonly run for the period stated in the applicable order form, and accrued amounts generally remain payable after termination. Except as expressly provided in this Section or in the applicable Order Form, the Agreement shall remain in effect for the full stated Term and may not be terminated for convenience prior to expiration. Either Party may terminate this Agreement for a material breach by the other Party if such breach remains uncured for ten (10) business days after written notice thereof. If the applicable Order Form provides for a month-to-month subscription with automatic monthly renewal, Customer may cancel in accordance with the cancellation process set forth in the applicable Order Form, and such cancellation shall take effect as of the end of the then-current monthly subscription period, such that the Services will continue through the end of that month and will not renew thereafter. Upon any expiration or termination of this Agreement, all fees, charges, and other amounts accrued or incurred through the effective date of termination shall remain due and payable.
4. Customer Obligations.
Customer shall: (a) provide complete, accurate, and current data, materials, feedback, approvals, authorizations, and other information reasonably required for the Company to perform the Services, including any required integration data, in a timely manner so as not to unreasonably delay the delivery of the Services; (b) maintain the confidentiality and security of all user credentials and be responsible for all access to and use of the Services under Customer’s accounts; and (c) use the Services solely for Customer’s internal business purposes and not resell, distribute, sublicense, share, or otherwise make the Services available to any third party or any non-paying user. Any unauthorized sharing of access credentials or use of the Services by non-paying users shall constitute a material breach of this Agreement and shall entitle the Company to immediately suspend or terminate the Services. The Company shall use commercially reasonable efforts to provide the Services and related support throughout the Term.
5. Intellectual Property.
As between the parties, the Company and its licensors retain all right, title, and interest, including all intellectual property and proprietary rights, in and to the Services and all related technology, whether existing now or developed later, including without limitation all software, source code, object code, algorithms, models, workflows, methods, features, functionality, documentation, templates, designs, trade secrets, know-how, trademarks, service marks, and content comprising or made available through the Services. Software code, algorithms, and digital content are recognized forms of intellectual property and may be protected by copyright, patent, trademark, and trade secret law. Except for the limited rights expressly granted in this Agreement, no license or other rights are granted to Customer by implication, estoppel, or otherwise. Subject to Customer’s timely payment of all applicable fees and continued compliance with this Agreement, the Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable Term to access and use the Services solely for Customer’s internal business purposes in accordance with this Agreement. Customer shall not, and shall not permit any third party to, copy, modify, create derivative works of, reverse engineer, decompile, disassemble, extract, republish, distribute, sell, lease, sublicense, transfer, disclose, or otherwise exploit any portion of the Services except as expressly authorized in writing by the Company or to the extent such restriction is prohibited by applicable law. Any feedback, suggestions, recommendations, enhancement requests, or other input provided by Customer regarding the Services may be used by the Company without restriction or obligation, and all improvements, modifications, and derivative works relating to the Services shall remain the exclusive property of the Company.
6. Confidentiality.
Each Party (the "Receiving Party") agrees to hold in strict confidence and not disclose to any third party any non-public, proprietary, confidential, or trade secret information disclosed by or on behalf of the other Party (the "Disclosing Party"), including without limitation business plans, customer information, pricing, product information, technical information, software, algorithms, features, functionality, demonstrations, and the design, operation, and performance of the Services (collectively, "Confidential Information"), except as expressly permitted under this Agreement. The Receiving Party shall use the Disclosing Party’s Confidential Information solely as necessary to perform under or receive the benefit of this Agreement and shall protect such Confidential Information using at least a reasonable degree of care, and in any event no less than the care it uses to protect its own similar confidential information. Without limiting the foregoing, Customer shall not, and shall not permit any third party to, disclose, share, display, demonstrate, provide access to, or otherwise make available any portion of the Services or any Company Confidential Information to any actual or prospective competitor of the Company. The Receiving Party may disclose Confidential Information only to its employees, contractors, and professional advisers who have a strict need to know such information for purposes of this Agreement and who are bound by written confidentiality obligations at least as protective as those set forth herein, and the Receiving Party shall remain responsible for any breach by such persons. If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall, to the extent legally permitted, promptly notify the Disclosing Party and reasonably cooperate with the Disclosing Party in seeking confidential treatment or other protective relief. These confidentiality obligations shall survive the termination or expiration of this Agreement for so long as the applicable information remains confidential under applicable law.
7. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY’S TOTAL, CUMULATIVE, AND AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE CUSTOMER’S USE OF THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER TO THE COMPANY UNDER THIS AGREEMENT DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THIS SECTION IS A MATERIAL BASIS OF THE BARGAIN BETWEEN THEM AND THAT, ABSENT THESE LIMITATIONS, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE DIFFERENT.
8. Governing Law and Dispute Resolution.
This Agreement, and any dispute, claim, or controversy arising out of or relating to this Agreement, shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Each Party irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the State of Florida, and each Party hereby submits to the exclusive jurisdiction and venue of such courts and waives any objection based on lack of personal jurisdiction, improper venue, or forum non conveniens.
9. Severability.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permitted by applicable law and, if necessary, deemed modified to the minimum extent necessary to make it valid and enforceable. If such provision cannot be so modified, it shall be severed from this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect. The Parties further agree that any such invalid, illegal, or unenforceable provision shall be replaced, to the extent permitted by applicable law, with a valid and enforceable provision that most closely reflects the original intent and economic effect of the severed provision.
10. Entire Agreement; Incorporated Documents.
This Subscription Agreement, together with the applicable Supplemental Terms and Conditions and any exhibits, schedules, addenda, Order Forms, or other documents expressly incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations, representations, and agreements, whether oral or written, relating thereto. By entering into this Agreement, Customer acknowledges and agrees that it has reviewed and accepts all such incorporated documents, each of which is made a part of this Agreement as though fully set forth herein. In the event of any conflict between this Agreement and any incorporated attachment or exhibit, the terms of this Agreement shall control unless the applicable attachment, exhibit, addendum, or Order Form expressly states that it supersedes a specific provision of this Agreement. No amendment, modification, or waiver of this Agreement shall be effective unless in writing and signed by both Parties.
11. Changes to Terms
The Company may modify these Terms from time to time in its discretion. Any such changes will become effective upon posting the updated Terms on this website, or on such later effective date as may be stated in the updated Terms. The Company will use commercially reasonable efforts to provide notice of any material changes. Customer’s continued access to or use of the website or Services after the effective date of the updated Terms constitutes acceptance of the revised Terms, except to the extent applicable law requires additional notice or affirmative assent. Notwithstanding the foregoing, no update to these Terms shall amend, modify, or supersede any pricing, fees, subscription term, service scope, deliverables, or other commercial terms expressly set forth in an applicable Order Form, statement of work, invoice, checkout page, or other ordering document. Any change to the Services or to any pricing, fees, or other terms in an applicable Order Form or other ordering document must be expressly agreed to in writing by both Parties.
Contact Us
REVLAB VIDEO welcomes your questions or comments regarding the Terms:
I REVLAB, INC.
4910 Communications Ave
Suite 120
Boca Raton, FL 33431
Email Address:
_________________
Effective as of April 01, 2026
SUPPLEMENTAL TERMS AND CONDITIONS
FOR ANY QUESTIONS OR CONCERNS, THE CUSTOMER MAY CONTACT US AT legal@revlabvideo.ai. ACCEPTANCE OF THESE TERMS IS REQUIRED FOR ACCESS TO AND USE OF THE SERVICES, WHETHER FOR PILOT OR COMMERCIAL USE.
1. Provision of Services (expanded).
Subject to this Agreement and the applicable Order Form, the Company shall provide Customer with a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services solely for Customer’s internal business purposes. The Services shall consist of the Company’s provision of access to its proprietary video communications platform and, to the extent included in the applicable Order Form, the related setup, provisioning, configuration, and integration services necessary to enable Customer’s authorized use of the Services. Any custom integrations, custom setup, implementation work, or other professional or technical services not expressly included in the applicable Order Form shall be subject to additional fees, must be approved by Customer in writing in advance, and shall not be performed unless separately agreed in writing by the parties. Customer may not, and may not permit any third party to, resell, redistribute, sublicense, transfer, lease, timeshare, outsource, or otherwise make the Services available to any third party without the Company’s prior written consent. The Services use the Company’s proprietary AI-enabled technology to generate individualized video communications at scale using recipient data provided by Customer or by a third-party data source authorized by Customer. Such data may include recipient name, address, email address, and other identifying or campaign-related data fields made available to the Company for processing in connection with the Services. Using those data fields, the platform generates and renders personalized video outputs for delivery through the communication channels included in the applicable Order Form.
2. Customer Data and Access Responsibilities.
Subject to the applicable Order Form and the Services selected thereunder, Customer is solely responsible for providing, or authorizing the Company to obtain, all recipient, campaign, contact, and other data used in connection with the Services, and for ensuring that such data is complete, accurate, current, and lawfully provided for such use. The Company may rely on all data and information provided by Customer or by any third-party data source designated, supplied, or approved by Customer, and the Company shall have no liability for any inaccuracies, errors, omissions, outdated information, delivery failures, or other issues arising from or related to such data, including without limitation incorrect names, email addresses, contact information, or other recipient data. Any third-party data used in connection with the Services is provided on an “as is” basis, and Customer acknowledges and agrees that the Company has no responsibility for the content, completeness, or accuracy of such third-party data. Customer shall maintain the confidentiality, security, and integrity of all usernames, passwords, access credentials, API keys, and other account access information associated with the Services, shall be solely responsible for all access to and use of the Services through Customer’s accounts, and shall not share or disclose any such credentials to any third party or unauthorized user. Customer shall promptly notify the Company of any actual or suspected unauthorized access to or misuse of the Services or Customer’s credentials. The Company reserves the right to suspend or terminate Customer’s access to the Services immediately, with or without prior notice, if the Company reasonably determines that Customer has shared credentials, permitted unauthorized access, or otherwise compromised the security or permitted use of the Services.
3. Restricted Use; Competitive Access.
Customer shall not use the Services, or permit the Services to be used, for any competitive purpose or to develop, benchmark, evaluate, copy, replicate, or improve any product or service that competes with the Services. Customer shall not, without the Company’s prior written consent, provide, display, demonstrate, or otherwise make the Services available to any actual or prospective competitor of the Company or to any person or entity engaged in the development, marketing, or provision of a competing product or service. Customer further shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, copy, modify, create derivative works from, or otherwise attempt to derive the source code, underlying structure, logic, or organization of the Services, except to the limited extent such restriction is prohibited by applicable law. Any violation of this Section shall constitute a material breach of this Agreement. In addition to any other remedies available at law or in equity, the Company may immediately suspend or terminate access to the Services, and Customer shall remain responsible for all payment obligations accrued through the effective date of such suspension or termination. Customer acknowledges that a breach of this Section may cause irreparable harm to the Company for which monetary damages alone may be inadequate, and the Company shall therefore be entitled to seek injunctive and other equitable relief.
4. Likeness, Voice, Persona, and Synthetic Media Authorization.
For purposes of this Agreement, "Persona Materials" means any image, likeness, name, voice, photograph, video, audio recording, biographical information, personal characteristics, or other identifying attributes of any individual, and any content, output, or derivative materials generated, modified, rendered, or distributed from or using the foregoing through the Services. Customer is solely responsible for all Persona Materials provided to, uploaded to, recorded on, or otherwise used in connection with the Services, and Customer represents, warrants, and covenants that, prior to any such use, Customer has obtained and will maintain all rights, consents, releases, notices, disclosures, permissions, and authorizations necessary to permit the Company and its service providers to receive, host, store, reproduce, process, edit, enhance, transmit, distribute, display, and use such Persona Materials, including through AI-enabled, automated, synthetic, or personalized content-generation tools, for the purposes authorized by Customer under this Agreement, the applicable Order Form, and Customer’s instructions. Customer further represents, warrants, and covenants that the Company’s use of the Persona Materials as so authorized will not violate any applicable law or infringe, misappropriate, or otherwise violate any privacy right, publicity right, intellectual property right, contractual right, biometric right, or other right of any person or entity.
Customer hereby grants to the Company, during the applicable Term and for such limited period thereafter as reasonably necessary to provide the Services, enforce this Agreement, comply with applicable law, and maintain routine backup, archival, and record-keeping processes, a limited, non-exclusive, worldwide, royalty-free, non-transferable (except as permitted under this Agreement) right and license to use, host, copy, process, transmit, display, modify, and create output from the Persona Materials solely as necessary to provide the Services in accordance with this Agreement, the applicable Order Form, and Customer’s authorized instructions. The Company may rely conclusively on the acts, submissions, approvals, permissions, and instructions of Customer and Customer’s authorized users, and shall have no obligation to investigate or independently verify the authenticity, sufficiency, legality, scope, or validity of any Persona Materials, consent, release, notice, disclosure, or authorization provided or purportedly provided by or on behalf of Customer.
Customer acknowledges and agrees that the Services operate as a technology and communications platform acting at Customer’s direction, that the Company does not act as the publisher, sponsor, speaker, endorser, or originator of Customer’s Persona Materials or campaign content, and that Customer is solely responsible for determining the suitability, legality, accuracy, and permissibility of all Persona Materials, campaign uses, disclosures, and distribution instructions. The Company shall not be liable for any claim, demand, action, investigation, penalty, loss, damage, cost, or expense arising out of or relating to: (a) any Persona Materials provided, authorized, or approved by Customer or any authorized user; (b) Customer’s failure to obtain or maintain any required consent, release, notice, disclosure, or authorization; (c) any allegation involving rights of publicity, privacy, false endorsement, defamation, misappropriation, impersonation, deceptive or misleading content, synthetic media, deepfake content, biometric data, campaign compliance, or similar theory arising from Customer’s content or instructions; (d) any use, sharing, forwarding, reposting, republication, or misuse of Persona Materials or related outputs by Customer, recipients, platforms, carriers, publishers, or other third parties not caused by the Company’s breach of this Agreement; or (e) any inaccuracy, incompleteness, or unlawfulness in the Persona Materials or related instructions supplied by or on behalf of Customer.
The Company will use commercially reasonable administrative, technical, and physical safeguards designed to protect Persona Materials from unauthorized access, use, or disclosure while in the Company’s possession or control; however, Customer acknowledges that no system, network, storage environment, or transmission method can be guaranteed to be completely secure, and the Company does not warrant that unauthorized access, disclosure, loss, or alteration can never occur. Customer shall defend, indemnify, and hold harmless the Company and its affiliates, and their respective officers, directors, employees, contractors, agents, successors, and assigns, from and against any and all third-party claims, demands, actions, proceedings, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to any actual or alleged breach of this Section by Customer or any authorized user, or any claim that the possession, processing, use, transmission, display, or distribution of any Persona Materials or related output as authorized by Customer violates any law or the rights of any third party. Any breach of this Section shall constitute a material breach of this Agreement, entitling the Company to suspend or terminate the Services immediately and pursue any and all remedies available at law or in equity, including injunctive relief.
5. Uptime Warranty; Service Limitations.
Subject to the terms of this Agreement, the Company will use commercially reasonable efforts to make the Services available at least 99.0% of the time in each calendar month (the "Uptime Warranty"), excluding Excluded Downtime. "Excluded Downtime" means any unavailability, suspension, degradation, or interruption of the Services caused by or resulting from: (a) force majeure events or other causes beyond the Company’s reasonable control; (b) failures, outages, or interruptions of third-party providers or infrastructure, including hosting, cloud, telecommunications, internet, or other third-party services; (c) scheduled maintenance or emergency maintenance by the Company; (d) Customer systems, third-party applications, software, hardware, or integrations not controlled by the Company; or (e) Customer’s breach of this Agreement, misuse of the Services, or failure to provide required data, access, approvals, or secure credentials. The Company is not responsible for interruptions, delays, inaccuracies, or failures caused by Customer data, third-party data, third-party systems, or third-party integrations, and the Company does not warrant the accuracy, completeness, or reliability of any data provided by Customer or any third party. If the Services fail to meet the Uptime Warranty for reasons within the Company’s reasonable control, Customer’s sole and exclusive remedy shall be a prorated service credit based on the subscription fees paid for the affected Services during the applicable month. To receive a service credit, the Customer must submit a written request within thirty (30) days after the end of the month in which the downtime occurred, with reasonable details regarding the claimed downtime. Service credits are non-cash, non-refundable, and may only be applied against future fees.
THE UPTIME WARRANTY SET FORTH IN THIS SECTION IS THE SOLE AND EXCLUSIVE WARRANTY REGARDING THE AVAILABILITY OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Conspicuous capitalization is commonly used to strengthen warranty disclaimers. The UCC warranty rules generally apply to goods rather than services, but conspicuous disclaimers are still a prudent drafting practice in service agreements.
6. Handling, Retention, and Deletion of Customer Data.
Customer Data provided to or processed through the Services will be retained by the Company for so long as Customer’s account remains active and the Services are being provided, and thereafter for such period as may be reasonably necessary to complete the Services, enforce this Agreement, comply with applicable law, and maintain routine backup, archival, and recordkeeping processes. To the extent included in the Services, Customer Data may be refreshed in connection with applicable campaigns using updated data elements made available by Customer or approved third-party data sources, including opt-out indicators, deceased-person suppression, address updates, and similar records. Upon termination or deactivation of Customer’s account, the Company may delete or render inaccessible Customer Data in accordance with its then-current retention practices, backup processes, and legal obligations, and in any event shall have no obligation to retain Customer Data beyond twenty-four (24) months following termination unless otherwise required by applicable law or agreed in writing. The Company shall use commercially reasonable measures for the secure disposal of Customer Data in its possession or control. Customer acknowledges and agrees that the Company shall have no liability for the deletion of Customer Data in accordance with this Agreement.
7. Force Majeure.
The Company shall not be liable for any failure, delay, interruption, suspension, degradation, or unavailability of the Services, or any failure or delay in performing any obligation under this Agreement, to the extent caused by or resulting from any event, circumstance, or condition beyond the Company’s reasonable control (each, a "Force Majeure Event"), including without limitation acts of God; flood, fire, earthquake, hurricane, tornado, storm, or other natural disaster; epidemic, pandemic, public health emergency, or quarantine restriction; war, invasion, hostilities, terrorist threat or act, riot, civil unrest, sabotage, or cyberattack; labor shortage, strike, slowdown, or other labor dispute; embargo, sanctions, failure or delay of suppliers, shortage of materials, transportation disruption, or interruption of utilities; power outage; interruption or failure of telecommunications, internet, hosting, cloud, platform, or other third-party services or infrastructure; governmental action, law, regulation, order, or restriction; or any other similar event or cause beyond the Company’s reasonable control.
During any Force Majeure Event, the Company’s affected obligations shall be suspended for the duration of the Force Majeure Event, and the Company shall not be deemed in breach of this Agreement or otherwise liable for any resulting failure, delay, interruption, degradation, data delay, transmission failure, or service unavailability. The Company shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably practicable. If a Force Majeure Event continues for thirty (30) consecutive days or more and materially prevents the Company’s performance, either Party may terminate the affected Services or this Agreement upon written notice to the other Party. Any such termination shall not relieve Customer of its obligation to pay all fees and charges accrued through the effective date of termination, and the Company shall have no liability for any damages, losses, costs, or expenses arising out of or relating to such Force Majeure Event or any such termination. The Company’s failure to provide notice of a Force Majeure Event shall not waive its rights under this Section.
(End of Supplemental Terms and Conditions)
Effective as of April 01, 2026