Subscription Agreement Terms & Conditions

Video as a Service (VAAS)
Dealership Subscription Agreement Terms & Conditions

These are the full Terms & Conditions applicable to dealership Order Form subscriptions to all REPLAi™ products.

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.

2A. Fees and Payments.

If Client has elected automatic payment ("Autopay") as indicated on the executed Master Agreement, the following terms apply and are incorporated by reference as a binding condition of service under this Agreement. By selecting the Autopay option on the Master Agreement, Client acknowledges and agrees to all provisions set forth in this Section 2A:

(i) Authorization Requirement. By executing the Master Agreement with Autopay selected, Client explicitly authorizes I REVLAB INC. to automatically charge the credit card or debit the bank account (ACH) provided for all ongoing services rendered under this Agreement. Client agrees that enrollment in automatic payments is a mandatory condition of service and that this authorization shall remain in full force and effect for the duration of the Agreement unless terminated in accordance with Section 2A(vi) below.

(ii) Billing Schedule and Frequency. Charges will be processed automatically on a monthly basis on the contracted enrollment date for the total amount due as contracted and subscribed, plus any applicable taxes and fees. Client acknowledges that the billing amount may be adjusted in accordance with the terms of the underlying service agreement, and any such adjustment will be communicated in writing at least fifteen (15) days prior to the next billing cycle.

(iii) First Invoice and Account Setup. Client agrees to complete the initial Autopay enrollment securely through the first invoice link provided by I REVLAB INC.'s payment processor prior to the commencement of services. Client understands and consents that payment details (credit card or bank account information) will be securely stored by the designated payment processor to facilitate all future automatic billings. Services will not commence until Autopay enrollment is confirmed.

(iv) ACH Bank Transfer Terms. If Client elects ACH bank transfer as the payment method, Client hereby authorizes I REVLAB INC. to initiate electronic debits from the specified bank account in accordance with the billing schedule set forth in Section 2A.(ii) Client agrees that: (a) all ACH transactions shall comply with applicable U.S. federal and state law, as well as the National Automated Clearing House Association (NACHA) operating rules and guidelines; (b) Client is the authorized signatory or account holder on the designated bank account; and (c) this ACH authorization shall remain in effect until revoked in writing in accordance with the cancellation provisions of this Agreement.

(v) Failed Payments and Non-Sufficient Funds (NSF). If an automatic charge or ACH debit is declined, returned, or fails for any reason—including but not limited to Non-Sufficient Funds (NSF), expired card, closed account, or bank rejection—I REVLAB INC. reserves the right to suspend services immediately without prior notice. A late fee or returned payment fee of $50.00 will be assessed if a valid payment method is not provided and successfully processed within five (5) business days of the failed payment. Client remains liable for all amounts due during any period of suspension.

(vi) Cancellation and Notice. This recurring billing authorization remains in effect until this Agreement is terminated in accordance with its terms. To cancel Autopay or modify payment account information, the Client must provide written notice to I REVLAB INC. at least thirty (30) days prior to the next scheduled billing date. Cancellation of Autopay does not relieve Client of any outstanding payment obligations incurred prior to the effective date of cancellation.

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 must provide written notice of cancellation to I REVLAB INC. at least thirty (30) days prior to the next scheduled billing date. Such cancellation shall take effect as of the end of the then-current monthly subscription period following the expiration of the 30-day notice period, such that Services will continue through the end of that period and will not renew thereafter. Written notice must be delivered via email to billing@revlabvideo.ai or via certified mail to I REVLAB INC 4910 Communication Ave Suite 120, Boca Raton FL 33431. Verbal or informal requests shall not constitute valid notice of cancellation. For Customers enrolled in Autopay pursuant to Section 2A of these Terms, the cancellation notice requirements set forth in this Section 3 shall apply in addition to the provisions of Section 2A(vi), and the more protective notice period shall govern in the event of any conflict. 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 regardless of the payment method on file.

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 Protection, Confidentiality, and Restrictive Covenants.

(i) Definitions.

"Confidential Information" means all non-public, proprietary, confidential, or trade secret information disclosed by or on behalf of the Company to the Customer (or otherwise made accessible to the Customer through use of, access to, observation of, or exposure to the Services), whether disclosed orally, visually, in writing, electronically, or by any other means, and whether or not marked or designated as confidential, including without limitation: business plans; customer information; pricing and pricing models; product roadmaps; technical information; software (in source and object code form); algorithms; machine learning models, training methodologies, and outputs; data architectures; system designs; integration methods and protocols; APIs and API structures; video personalization techniques, logic, sequencing, rendering processes, and delivery mechanisms; personalization parameters, rules engines, and decision trees; data mapping, extraction, normalization, and transformation processes; dealer management system ("DMS") integration methodologies; workflow automation logic; user interface designs, layouts, and user experience flows; features, functionality, and capabilities (whether released, in development, or planned); demonstrations, prototypes, and beta features; performance metrics, benchmarks, and analytics; vendor and partner relationships; and the design, architecture, operation, configuration, and performance of the Services, including the manner in which any of the foregoing are combined, sequenced, or implemented (collectively, "Confidential Information").

"Company IP" means all intellectual property rights owned by or licensed to the Company, including without limitation all patents, patent applications, trade secrets, copyrights, trademarks, service marks, trade dress, moral rights, know-how, inventions (whether or not patentable), algorithms, processes, methods, techniques, methodologies, concepts, frameworks, architectures, designs, software, code, documentation, specifications, data models, and any and all improvements, modifications, derivatives, or enhancements thereto, and any and all rights to apply for or register any of the foregoing in any jurisdiction worldwide.

"Services" means the Company's software platform, video personalization technology, integration tools, APIs, and all related services, tools, outputs, and deliverables provided under this Agreement.

"Competitive Activity" means any activity by any person or entity that develops, designs, engineers, produces, markets, sells, licenses, distributes, or offers any product, service, technology, or solution that is substantially similar to, functionally equivalent to, or derived from any aspect of the Services or Company IP, including without limitation hyper-personalized video communication services directed at automotive dealerships or any analogous industry vertical.

(ii) Confidentiality Obligations. The Customer agrees to hold in strict confidence and not disclose to any third party any Confidential Information, except as expressly permitted under this Agreement, and shall use the Company's Confidential Information solely as necessary to receive the benefit of the Services under this Agreement and for no other purpose whatsoever, protecting such Confidential Information using the highest degree of care and in any event no less than the care it uses to protect its own most sensitive proprietary information. Without limiting the foregoing, the Customer shall not, and shall not permit or enable any third party, including without limitation any employee, contractor, consultant, affiliate, parent company, subsidiary, agent, partner, investor, prospective acquirer, or any other person or entity, to disclose, share, display, demonstrate, present, describe, summarize, provide access to, or otherwise make available any portion of the Services, any Company Confidential Information, or any Company IP to any actual, potential, or prospective competitor of the Company or to any person or entity engaged in or contemplating any Competitive Activity, nor shall the Customer discuss, describe, or characterize the methods, processes, techniques, logic, workflows, architecture, or functionality of the Services with any third party not authorized under this Agreement, nor use any Confidential Information or knowledge gained from access to the Services to inform, assist, advise, or benefit any Competitive Activity whether directly or indirectly, nor publish, post, or disseminate any review, analysis, benchmark, comparison, or description of the Services or their underlying technology without the Company's prior written consent. The Customer may disclose Confidential Information only to its employees and professional advisers who have a strict need to know such information solely for purposes of receiving the Services under this Agreement and who are bound by written confidentiality and non-use obligations at least as protective as those set forth herein, and the Customer shall remain fully responsible and liable for any breach by such persons as if such breach were committed by the Customer itself. If the Customer is required by law, regulation, or court order to disclose any Confidential Information, it shall, to the extent legally permitted, provide the Company with prompt written notice no less than five business days prior to such disclosure and reasonably cooperate with the Company at the Company's expense in seeking a protective order, confidential treatment, or other appropriate remedy, and if such protective relief is not obtained, the Customer shall disclose only the minimum portion of Confidential Information legally required to be disclosed.

(iii) Prohibition on Reverse Engineering, Decompilation, and Analysis. The Customer shall not, and shall not permit, authorize, encourage, facilitate, or assist any third party to, directly or indirectly, reverse engineer, decompile, disassemble, decode, decrypt, or otherwise attempt to derive or extract the source code, object code, algorithms, data structures, architecture, logic, methods, techniques, or trade secrets embodied in or underlying the Services or any component thereof, nor translate, adapt, modify, or create derivative works based on the Services or any Company IP, nor observe, study, analyze, benchmark, or test the Services for the purpose of understanding, replicating, emulating, or reconstructing their design, architecture, functionality, methodology, or operational characteristics, nor use any automated tool, script, bot, crawler, scraper, or similar technology to extract, capture, record, copy, or harvest any data, content, functionality, code, design elements, or operational information from the Services, nor monitor, intercept, record, or analyze any network traffic, API calls, data transmissions, system responses, or communications to or from the Services for any purpose other than the Customer's ordinary authorized use, nor frame, mirror, re-create, simulate, or emulate the user interface, user experience, visual presentation, video output, or any other aspect of the Services, nor photograph, screen-capture, screen-record, or otherwise visually or digitally reproduce any portion of the Services including without limitation any personalized video output, dashboard, configuration interface, integration setup, or workflow, nor attempt to identify, isolate, or extract any proprietary algorithm, personalization logic, data model, rendering technique, or integration methodology employed by the Services, nor engage in any activity that has the purpose or effect of circumventing, defeating, or avoiding any technological protection measure, access control, or security feature of the Services. These prohibitions apply regardless of the means or method used, including without limitation manual observation, technical analysis, clean-room development, independent development informed by knowledge of the Services, or any combination thereof.

(iv) Non-Duplication, Non-Competition from Exposure, and Ownership. The Customer acknowledges and agrees that access to and use of the Services provides the Customer with exposure to highly proprietary and competitively sensitive methods, processes, and technologies constituting trade secrets of the Company, and the Customer covenants and agrees that during the term of this Agreement and for a period of three (3) years following its expiration or termination for any reason, neither the Customer nor any of its officers, directors, owners, principals, employees, agents, affiliates, subsidiaries, parent entities, successors, or assigns shall, directly or indirectly, develop, design, build, commission, fund, invest in, advise, assist, or otherwise participate in the creation of any product, service, platform, or technology that replicates, imitates, emulates, or is substantially similar to the Services or any feature, function, methodology, or component thereof, nor hire, engage, solicit, contract with, or otherwise retain any person or entity for the purpose of developing any Competitive Activity informed by, inspired by, or derived from the Customer's knowledge of or exposure to the Services or Company IP, nor assist, advise, fund, partner with, invest in, or provide information to any third party engaged in or contemplating any Competitive Activity, nor use any knowledge, insight, understanding, or information gained through access to or use of the Services to inform the design, development, marketing, or operation of any competing or substantially similar product or service. The Customer represents and warrants that it is not currently engaged in and does not currently intend to engage in any Competitive Activity, and shall promptly notify the Company in writing if during the term of this Agreement the Customer or any of its affiliates begins contemplating, planning, or engaging in any Competitive Activity. The Company retains all right, title, and interest in and to all Company IP, including without limitation all intellectual property rights in the Services, all underlying technology, all improvements and modifications thereto, and all derivative works thereof, regardless of whether such improvements, modifications, or derivative works were created by the Company, the Customer, or jointly, and no license, right, or interest in or to any Company IP is granted to the Customer except the limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely as expressly set forth in this Agreement during the term hereof. Any feedback, suggestions, ideas, enhancement requests, or other input provided by the Customer regarding the Services shall be the sole and exclusive property of the Company, and the Customer hereby irrevocably assigns to the Company all right, title, and interest in and to any such feedback including all intellectual property rights therein, without any obligation of compensation, attribution, or accounting. The Customer acknowledges that the Company's methods of hyper-personalized video creation, DMS integration, data processing, and customer engagement constitute valuable trade secrets under applicable law, including without limitation the Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.) and any applicable state trade secret statutes.

(v) Acknowledgment of Irreparable Harm and Equitable Relief. The Customer expressly acknowledges and agrees that the Company's Confidential Information, trade secrets, and Company IP are unique, extraordinary, and of immense competitive value, that any unauthorized use, disclosure, duplication, reverse engineering, or misappropriation of the Company's Confidential Information, trade secrets, or Company IP would cause immediate, severe, and irreparable harm to the Company for which monetary damages alone would be inadequate, insufficient, and impossible to calculate, that the restrictions set forth in this Section are reasonable, necessary, and narrowly tailored to protect the Company's legitimate business interests, and that the Company has entered into this Agreement in material reliance upon the Customer's agreement to be bound by these restrictions. In the event of any actual or threatened breach of this Section, the Company shall be entitled, in addition to any other remedies available at law or in equity, to seek and obtain immediate temporary, preliminary, and permanent injunctive relief, specific performance, and any other equitable relief from any court of competent jurisdiction, without the necessity of proving actual damages, without the requirement of posting any bond or other security (or, if a bond is required, the Customer agrees that a nominal bond of one thousand dollars shall be sufficient), and without any requirement of exhausting administrative remedies or alternative dispute resolution procedures. The Customer hereby consents to the entry of any such injunctive or equitable relief and agrees not to contest or oppose any application for such relief on the basis that the Company has an adequate remedy at law or that the Company has not suffered irreparable harm, and the rights and remedies set forth in this Section are cumulative and in addition to, not in lieu of, any and all other rights and remedies available to the Company at law, in equity, by statute, or under any other provision of this Agreement or any other agreement between the parties.

(vi) Audit, Verification, and Return of Materials. During the term of this Agreement and for a period of three (3) years following its expiration or termination, the Company shall have the right, upon reasonable written notice of not less than ten (10) business days, to audit the Customer's systems, records, code repositories, development environments, product offerings, and business activities to verify compliance with this Section, and the Customer shall cooperate fully with any such audit and shall provide the Company and its designated representatives, including third-party forensic experts subject to reasonable confidentiality obligations, with reasonable access to all relevant systems, personnel, documentation, and records, and if any audit reveals a breach or violation of this Section, the Customer shall bear all costs and expenses of the audit, including reasonable attorney's fees and forensic expert fees, in addition to any other remedies available to the Company. Upon expiration or termination of this Agreement for any reason, or upon the Company's written request at any time, the Customer shall immediately cease all use of the Services and all Confidential Information, return to the Company all tangible materials and all copies thereof containing or embodying any Confidential Information or Company IP, and permanently delete and destroy all electronic copies, records, notes, analyses, compilations, studies, summaries, and other materials in any form or medium that contain, reflect, are based upon, or were derived from any Confidential Information or Company IP. Within ten (10) business days of such expiration, termination, or request, an authorized officer of the Customer shall certify in writing to the Company that the Customer has fully complied with these obligations and that no copies, extracts, or derivatives of any Confidential Information or Company IP have been retained in any form, provided that the Customer may retain copies of Confidential Information solely to the extent required by applicable law or regulation, and such retained copies shall remain subject to the confidentiality and use restrictions of this Agreement in perpetuity.

(vii) Non-Solicitation of Personnel. During the term of this Agreement and for a period of two (2) years following its expiration or termination, the Customer shall not, directly or indirectly, solicit, recruit, hire, engage, or attempt to solicit, recruit, hire, or engage any employee, contractor, or consultant of the Company who has had access to or involvement with the development, operation, or delivery of the Services, without the Company's prior written consent, and this restriction applies regardless of whether the person's employment or engagement with the Company has terminated and regardless of who initiates the contact.

(viii) Indemnification for Breach. The Customer shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees and costs of enforcement, arising out of or relating to any breach or threatened breach of this Section by the Customer or any person to whom the Customer has provided access to the Services or Confidential Information.

(ix) Survival and Severability. The obligations set forth in this Section shall survive the expiration or termination of this Agreement for any reason and shall remain in full force and effect for so long as the applicable information qualifies as a trade secret under applicable law, and in any event for no less than five (5) years following the expiration or termination of this Agreement, except where a longer period is specified in a particular clause above, in which case the longer period shall control. If any provision of this Section is found by a court of competent jurisdiction to be invalid, unenforceable, or overbroad, such provision shall be reformed and construed to the maximum extent permitted by applicable law so as to render it valid, enforceable, and consistent with the original intent of the parties, and the remaining provisions shall continue in full force and effect, and the Customer agrees not to challenge or contest the enforceability of this Section on the basis that it is overbroad and expressly consents to judicial reformation of any provision found to exceed permissible scope.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

REVLAB VIDEO welcomes your questions or comments regarding the Terms:

I REVLAB, INC.

4910 Communication Ave

Suite 120

Boca Raton, FL 33431

Email Address:

legal@revlabvideo.ai

_________________

Effective as of June 01, 2026

SUPPLEMENTAL TERMS AND CONDITIONS

ACCEPTANCE OF THESE TERMS IS REQUIRED FOR ACCESS TO AND USE OF THE SERVICES, WHETHER FOR PILOT OR COMMERCIAL USE. FOR ANY QUESTIONS OR CONCERNS, THE CUSTOMER MAY CONTACT US AT legal@revlabvideo.ai.

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.

2A. Recall Services; Recall Data and VIN List Authorization.

In the event the Customer has subscribed to the Company Recall Service, the Customer authorizes the Company to generate a composite, customer‑specific vehicle identification number list (“VIN List”) derived from the Client’s DMS solely for the purpose of obtaining vehicle recall information (“Recall Data”). The Company may share the VIN List only with its authorized third‑party affiliates to obtain Recall Data. The Company and its affiliates shall not sell, distribute, disclose, or use the VIN List or Recall Data for any purpose other than as expressly permitted in this Agreement. Recall Data may be used only to support the Client in contacting its customers regarding applicable recalls, and the Company shall not retain the VIN List or Recall Data longer than necessary to fulfill this purpose. The Company shall maintain the confidentiality and security of the VIN List, Recall Data, and any related information in compliance with applicable laws and industry‑appropriate safeguards. Any breach of these obligations constitutes a material breach of this Agreement and may result in immediate termination and legal remedies.

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 June 01, 2026