Video as a Service (VAAS)

PROVISION OF SERVICES

The Company shall provide the Customer with access to the Services on a subscription basis as outlined in this Agreement. This includes all necessary setup, provisioning, and integration required to enable the Customer's use of the Services. The Company will provision the Customer's identity and integrate the Customer's data into the Services to allow automated functionality. Any additional fees for integrations, custom setup, or other related services not expressly included in the standard subscription pricing will be disclosed to the Customer in writing and must be approved in advance before implementation and represented in this Agreement. The Services are provided strictly for the Customer's internal business use only. THEY MAY NOT, UNDER ANY CIRCUMSTANCES, BE RESOLD, REDISTRIBUTED, SUBLICENSED, TRANSFERRED, OR OTHERWISE MADE AVAILABLE TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.

Product Service Description

Our proprietary AI-powered platform leverages advanced algorithmic technology to create hyper-personalized video communications at enterprise scale in seconds. The platform ingests customer data from a dealership's CRM or DMS, integrating key information such as the customer's name, vehicle details, service history, and sales records. Using this data, our AI engine dynamically generates video content that is tailored to the individual, automating personalization at scale without the need for manual editing or versioning. The AI engine processes real-time customer data to hyper-personalize video elements, including the customer's name, vehicle specifics, and other relevant details, delivering one-to-one communications that feel unique and relevant to the recipient. This seamless automation not only enhances customer engagement but also allows businesses to conduct rapid testing and optimize KPIs, all while integrating effortlessly into existing workflows. By combining real-time data processing with AI-driven video production, VaaS transforms customer interactions into scalable, efficient, and impactful experiences.

PAYMENT TERMS

Payment for the subscription is due at the start of the engagement and on the 1st of each month thereafter. Payments are automatically due in advance of service activation for each month. Failure to pay within three (3) business days of the due date may result in the suspension of the Services at the Company's discretion. Deactivation or cancellation requires thirty (30) days' written notice, and no refunds, credits, or pro-rata adjustments will be provided for any unused portion of the subscription. Each monthly payment covers services for the full month, even if the Customer cancels before the end of the billing cycle.

CUSTOMER DATA AND ACCESS RESPONSIBILITIES

The Customer is solely responsible for providing accurate, complete, and up-to-date data for use with the Services. The Company shall not be held liable for any inaccuracies, errors, or omissions in Customer-provided data, including but not limited to incorrect email addresses, names, typographical errors, or other customer information. The Customer is required to maintain the confidentiality, integrity, and security of all access credentials, including user IDs and passwords. Sharing of user IDs, passwords, or any other access credentials with any third party is strictly prohibited. If the Company discovers that the Customer has shared access credentials or user IDs, the Company reserves the right to immediately suspend or terminate the Customer's access to the Services without prior notice.

PROHIBITED USE AND COMPETITIVE RESTRICTIONS

The Customer further agrees that the Services shall not be demonstrated, shared, accessed, or otherwise made available to any third party that is deemed by the Company, in its sole discretion, to be a competitor or engaged in the development of a competing product or service. If the Company determines that the Services have been shared, demonstrated, or accessed by a competitor or competitive entity, the Company reserves the right to immediately terminate the Customer's account and access to the Services. Such termination shall not relieve the Customer of any payment obligations under this Agreement, and the Company reserves all legal remedies available to it, including but not limited to seeking damages and injunctive relief.

PROHIBITED ACTIVITIES AND INTELLECTUAL PROPERTY PROTECTIONS

The Customer shall not attempt to reverse engineer, decompile, disassemble, copy, modify, or otherwise use the Services in any manner inconsistent with this Agreement. Any such activities will result in immediate termination of the Customer's access to the Services and may subject the Customer to legal action. The Customer acknowledges and agrees that any violation of this section constitutes a material breach of this Agreement, entitling the Company to pursue all available remedies, including immediate termination of the Agreement and legal recourse.

LIKENESS, VOICE, AND PERSONA VIDEOS

By uploading, recording, or otherwise providing any likeness, voice, persona, or video content ("Persona Videos") for use with the Company's Services, the Reseller, Users, or End Customers expressly agree and acknowledge that such Persona Videos will be used solely for the specific advertising campaigns or purposes explicitly approved in advance by the individual providing the content. Under no circumstances shall the Persona Videos, or any portion thereof, be used, shared, distributed, repurposed, or monetized for any other purpose, whether by the Company, Reseller, or any third party, without the explicit prior written consent of the individual whose likeness, voice, or persona is represented.

The Company further guarantees that all Persona Videos will be securely stored and processed in compliance with industry-leading standards and all applicable data protection laws, including but not limited to GDPR, CCPA, and other relevant regulations, to prevent unauthorized access, use, or disclosure. The Company employs rigorous security measures, including encryption, access controls, and regular security audits, to ensure the confidentiality and integrity of Persona Videos. In the event of any unauthorized access, data breach, or compromise involving Persona Videos, the Company will notify the affected parties promptly and take all appropriate actions to mitigate the impact. Persona Videos will only be retained for as long as necessary to fulfill the approved purposes, after which they will be securely deleted from all active databases, backups, and storage systems using industry-standard deletion protocols to ensure no residual information remains accessible.

By providing Persona Videos, the individual grants the Company a limited, non-exclusive, non-transferable, and revocable license to process and use such videos solely for the approved purposes. This license does not transfer ownership or any intellectual property rights in the Persona Videos to the Company. The Reseller, Users, and End Customers retain full ownership of their likeness, voice, and persona and may revoke the license for any unauthorized or unapproved use.

The Company expressly disclaims liability for any misuse of Persona Videos resulting from the Reseller, Users, or End Customers' failure to comply with their obligations under this Agreement, including but not limited to the proper safeguarding of access credentials or improper sharing of content. The Company also disclaims liability for any claims arising from unauthorized use of Persona Videos due to third-party actions outside the Company's control. This term is intended to provide absolute clarity and protection for all parties, ensuring that Persona Videos are only used as intended and approved while safeguarding against misuse, unauthorized access, or disputes. Any violation of this clause shall be considered a material breach of this Agreement, entitling the Company to pursue all available legal remedies, including injunctive relief, damages, and attorneys' fees.

CONFIDENTIALITY

Both parties agree that all non-public, proprietary, or confidential information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") under this Agreement, whether orally, in writing, electronically, or by any other means, shall be treated as strictly confidential ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, technical data, software, trade secrets, customer data, pricing, financial information, and any other information that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall use Confidential Information solely for the purpose of fulfilling its obligations under this Agreement and shall not disclose, share, or otherwise make available any Confidential Information to any third party without the prior written consent of the Disclosing Party, except as required by law or court order, in which case the Receiving Party shall provide prompt written notice to the Disclosing Party to allow for a protective order or other remedy to be sought.

The Customer specifically agrees that it shall not disclose, demonstrate, share, or otherwise make the Services, or any part thereof, available to any third party, including but not limited to competitors or entities engaged in the development of competing products or services. Any such disclosure, whether intentional or unintentional, shall constitute a material breach of this Agreement and shall entitle the Company to immediately terminate the Customer's access to the Services without prior notice. Such termination shall not relieve the Customer of its payment obligations under this Agreement, and the Company reserves the right to pursue all available legal remedies, including but not limited to injunctive relief, damages, and attorneys' fees.

The Receiving Party shall take all reasonable measures to protect the confidentiality of the Disclosing Party's Confidential Information, including restricting access to employees, contractors, or agents who have a legitimate need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party shall be liable for any unauthorized disclosure or use of Confidential Information by its employees, contractors, agents, or affiliates.

The obligations of confidentiality under this section shall survive the termination or expiration of this Agreement for a period of five (5) years, except with respect to trade secrets, which shall remain confidential indefinitely or for as long as such information qualifies as a trade secret under applicable law. The Receiving Party acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate, and the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other remedies available at law or in equity.

INTELLECTUAL PROPERTY

The Company retains all ownership rights, title, and interest in and to the Services, including but not limited to all related intellectual property rights, proprietary technology, software, algorithms, designs, trademarks, trade secrets, copyrights, patents, and any other materials or information provided by the Company under this Agreement (collectively, "Intellectual Property"). This Agreement does not transfer or assign any ownership rights in the Intellectual Property to the Customer. All rights not expressly granted to the Customer under this Agreement are reserved by the Company.

The Customer is granted a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Services solely for the Customer's internal business purposes and strictly in accordance with the terms of this Agreement. The Customer shall not, under any circumstances, copy, modify, distribute, sublicense, sell, lease, rent, create derivative works based on, or otherwise exploit the Services or any part thereof.

The Customer further agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Services, except to the extent expressly permitted by applicable law notwithstanding this limitation. The Customer acknowledges and agrees that any unauthorized use, reproduction, modification, distribution, or exploitation of the Services or the Company's Intellectual Property constitutes a material breach of this Agreement and may result in immediate termination of the Customer's access to the Services without prior notice. Such unauthorized use may also subject the Customer to legal action, including but not limited to claims for damages, injunctive relief, and attorneys' fees.

The Customer further agrees that it shall not remove, obscure, or alter any proprietary notices, trademarks, or other designations of ownership appearing on or within the Services. Any feedback, suggestions, or ideas provided by the Customer to the Company regarding the Services shall become the sole property of the Company, and the Company shall have the unrestricted right to use, modify, and incorporate such feedback into its Services or other products without any obligation to the Customer.

The Customer acknowledges that the Company's Intellectual Property is of significant commercial value and that any breach of this section may cause irreparable harm to the Company for which monetary damages may be inadequate. Accordingly, the Company shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other remedies available at law or in equity.

UPTIME WARRANTY AND LIMITATIONS

The Company warrants that the Services will maintain a minimum uptime of 99% during each calendar month, excluding downtime caused by factors beyond the Company's reasonable control ("Uptime Warranty"). Downtime caused by the following events shall not be considered a breach of this Uptime Warranty: (i) force majeure events, including but not limited to acts of God, natural disasters, government actions, or labor disputes; (ii) outages or interruptions caused by third-party service providers, including but not limited to cloud hosting providers such as Amazon Web Services; (iii) scheduled maintenance or emergency maintenance performed by the Company, provided that the Company makes reasonable efforts to notify the Customer in advance of such maintenance; (iv) issues arising from the Customer's use of third-party applications, systems, or integrations with the Services; or (v) the Customer's failure to comply with the terms of this Agreement, including but not limited to providing accurate data or maintaining secure access credentials.

The Company shall not be held liable for any interruptions, delays, or inaccuracies resulting from the Customer's use of third-party applications, systems, or data integrations, nor does the Company warrant the accuracy, completeness, or reliability of any data provided by the Customer or third parties for use with the Services. The Customer acknowledges that the performance and availability of the Services are dependent on the reliability of third-party infrastructure and services, and the Company makes no guarantees regarding the performance of such third-party providers.

In the event that the Services fail to meet the Uptime Warranty due to reasons within the Company's reasonable control, the Customer's sole and exclusive remedy shall be a service credit equal to a prorated portion of the subscription fees paid for the affected period of downtime. To receive such a service credit, the Customer must submit a written request to the Company within thirty (30) days of the downtime event, including detailed information regarding the nature and duration of the downtime. Service credits shall not be redeemable for cash and may only be applied to future subscription fees.

The Customer acknowledges and agrees that the Uptime Warranty set forth in this section is the sole and exclusive warranty provided by the Company with respect to the availability and performance of the Services. Except as expressly provided herein, the Services are provided "as is" and "as available," and the Company disclaims all other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

USER ACCESS MANAGEMENT

The Customer acknowledges and agrees that user access to the Services is provisioned and managed based on an authorized list of email IDs provided and maintained by the Customer ("Authorized User List"). The Company's system regularly synchronizes with the Authorized User List to ensure that only current and authorized users have access to the Services. New users are granted access only after their email ID is cross-referenced and verified against the most recent Authorized User List. For terminated users, access is automatically revoked upon removal of their email ID from the Authorized User List during the next synchronization cycle.

Any changes to user roles, permissions, or access levels are updated in accordance with the latest information provided in the Authorized User List. The Customer is solely responsible for maintaining the accuracy and completeness of the Authorized User List and ensuring it reflects the current status of all users. The Company's automated provisioning and deprovisioning process is designed to enforce strict access control, minimize security risks, and maintain compliance with applicable data and user security requirements.

The Customer agrees to promptly update the Authorized User List to reflect any changes and acknowledges that the Company shall not be liable for unauthorized access resulting from the Customer's failure to maintain an accurate and up-to-date Authorized User List. For more information about the Company's InfoSec policies and related security practices, the Customer may visit https://www.revlab-sec.com/.

HANDLING OF CUSTOMER DATA

The Customer acknowledges and agrees that all customer data provided to or processed through the Services ("Customer Data") will be retained by the Company for as long as the Customer's account remains active and the Services are in use. Customer Data will be refreshed for each campaign to ensure it includes the most up-to-date information, including but not limited to customer opt-out tags, identification of deceased customers, USPS change of address updates, and vehicle ownership data, as required.

The Customer is responsible for ensuring the accuracy and completeness of all Customer Data provided to the Company. Upon deactivation of the Customer's account or termination of this Agreement, all Customer Data will be securely deleted within twenty-four (24) months or at the end of its intended use, whichever occurs first, in accordance with the terms of this Agreement.

The Company's data disposal process adheres to industry best practices and compliance standards, ensuring that all Customer Data is permanently deleted from active databases, backups, and storage systems. Secure deletion methods are employed to ensure that no residual information remains accessible, thereby protecting the confidentiality and integrity of the data.

The Customer acknowledges that once the useful life of Customer Data expires, the Company will securely dispose of all such data in compliance with applicable laws, regulations, and industry standards. The Customer further agrees that the Company shall not be liable for any damages or losses resulting from the deletion of Customer Data in accordance with this section.

For more information about the Company's data retention and security practices, the Customer may refer to the Company's InfoSec policies at https://www.revlab-sec.com/.

INDEMNIFICATION

The Customer agrees to indemnify, defend, and hold harmless the Company, its affiliates, subsidiaries, officers, directors, employees, agents, contractors, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (i) the Customer's use or misuse of the Services; (ii) any breach or violation of this Agreement by the Customer, including but not limited to unauthorized access, sharing of credentials, or disclosure of the Services to third parties; (iii) any claim that the Customer's data, content, or use of the Services infringes, misappropriates, or violates the intellectual property rights, privacy rights, or other rights of any third party; (iv) the Customer's failure to comply with applicable laws, regulations, or industry standards in connection with its use of the Services; or (v) any gross negligence, willful misconduct, or fraudulent activity by the Customer or its employees, agents, or representatives.

The Customer's indemnification obligations under this section shall apply regardless of whether the claim arises from a third party or directly from the Company. The Company reserves the right, at its sole discretion and expense, to assume the exclusive defense and control of any matter subject to indemnification by the Customer. In such cases, the Customer agrees to cooperate fully with the Company in asserting any available defenses and in the resolution of the claim.

The Customer shall not settle any claim, demand, or action without the prior written consent of the Company, which shall not be unreasonably withheld. The Customer's indemnification obligations shall survive the termination or expiration of this Agreement and remain in effect for as long as any claims or liabilities subject to indemnification may arise.

The Customer acknowledges and agrees that the indemnification obligations set forth in this section are a material part of this Agreement and are intended to allocate risks between the parties. The Company shall not be liable for any claims, damages, or losses arising from the Customer's use of the Services except as expressly provided in this Agreement.

TERM AND TERMINATION

The Company reserves the right to terminate this Agreement immediately, without prior notice, upon discovering any material breach of its terms by the Customer. Material breaches include, but are not limited to, unauthorized sharing of user IDs or access credentials, reverse engineering, decompiling, or disassembling the Services, disclosure of the Services to competitors or competitive entities, or any other use of the Services in violation of this Agreement.

In the event of termination for cause, the Customer's access to the Services will be immediately revoked, and all outstanding payments, including any unpaid subscription fees, setup fees, or other charges incurred prior to termination, shall become immediately due and payable. The Company reserves the right to pursue all available legal remedies, including but not limited to claims for damages, injunctive relief, and attorney's fees.

The Customer may terminate this Agreement for convenience by providing the Company with at least thirty (30) days' prior written notice of its intent to deactivate or cancel the Services. Such notice must be sent to the Company in writing via email or other agreed-upon communication method. Termination by the Customer shall not relieve the Customer of its obligation to pay any outstanding fees or charges incurred prior to the effective date of termination.

The Customer acknowledges that subscription fees are non-refundable, and no pro-rata refunds or credits will be issued for partial months of service. Termination of this Agreement, whether by the Company or the Customer, shall not affect any rights or obligations that have accrued prior to the effective date of termination, including but not limited to payment obligations, confidentiality obligations, and intellectual property protections.

The Customer further agrees that any termination of this Agreement does not relieve it of liability for any breaches of this Agreement that occurred prior to termination. The Company shall not be liable for any damages, costs, or losses incurred by the Customer as a result of termination of this Agreement in accordance with its terms. The Customer acknowledges and agrees that the termination rights set forth in this section are a material part of this Agreement and are intended to allocate risks between the parties.

LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, the Company's total aggregate liability arising out of or related to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount of fees paid by the Customer to the Company for the Services during the one (1) month immediately preceding the event giving rise to the claim. This limitation of liability applies collectively to the Company, its affiliates, officers, directors, employees, agents, contractors, and licensors.

In no event shall the Company be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, revenue, business opportunities, goodwill, or data, even if the Company has been advised of the possibility of such damages. The Company shall also not be liable for any damages arising from or related to: (i) the Customer's failure to comply with its obligations under this Agreement, including but not limited to providing accurate data or maintaining secure access credentials; (ii) interruptions or inaccuracies caused by third-party services, applications, or integrations; (iii) force majeure events or other circumstances beyond the Company's reasonable control; or (iv) the Customer's use or inability to use the Services.

The Customer acknowledges and agrees that the limitations of liability set forth in this section are an essential part of this Agreement and reflect a fair allocation of risk between the parties. The Customer further agrees that these limitations shall apply even if any limited remedy provided in this Agreement is found to have failed of its essential purpose.

Nothing in this Agreement shall limit or exclude the Company's liability for gross negligence, willful misconduct, or any liability that cannot be excluded or limited under applicable law. The Customer acknowledges that the Company's pricing reflects the allocation of risk and the limitations of liability set forth in this Agreement.

GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes, claims, or controversies arising out of or relating to this Agreement, including its interpretation, performance, or enforcement, shall be resolved exclusively in the state or federal courts located in Delaware. The Customer irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue or forum non conveniens. The Customer further agrees to waive any right to arbitration or jury trial to the fullest extent permitted by law.

FORCE MAJEURE

The Company shall not be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by or results from events, circumstances, or conditions beyond the Company's reasonable control ("Force Majeure Events"). Force Majeure Events include, but are not limited to, acts of God, natural disasters (such as earthquakes, hurricanes, floods, or wildfires), pandemics, epidemics, or other public health emergencies, acts of war (declared or undeclared), hostilities, terrorism, riots, civil unrest, strikes, labor disputes, governmental actions or orders, changes in laws or regulations, embargoes, power outages, cyberattacks, Internet or telecommunications failures, third-party service outages (including cloud hosting providers such as Amazon Web Services), or any other event that could not have been reasonably anticipated or avoided through the exercise of due diligence.

In the event of a Force Majeure Event, the Company's obligations under this Agreement shall be suspended for the duration of the Force Majeure Event, and the Company shall use commercially reasonable efforts to resume performance as soon as practicable. The Company shall not be deemed to be in breach of this Agreement or otherwise liable for any failure or delay in performance caused by a Force Majeure Event.

If the Force Majeure Event continues for a period of thirty (30) consecutive days or more, either party may terminate this Agreement upon written notice to the other party. In the event of such termination, the Customer shall remain responsible for all fees and charges incurred prior to the effective date of termination, and the Company shall not be liable for any damages, costs, or losses arising from such termination.

The Customer acknowledges and agrees that the Company shall not be responsible for any damages, losses, or liabilities arising from or related to a Force Majeure Event, including but not limited to interruptions in the availability or performance of the Services. The Customer further agrees that it shall not withhold or delay payment of any amounts due under this Agreement as a result of a Force Majeure Event, except where the Services are rendered completely unavailable for a period exceeding thirty (30) consecutive days due to a Force Majeure Event.

The Company shall provide the Customer with prompt written notice of any Force Majeure Event that materially affects its ability to perform its obligations under this Agreement, including a description of the nature of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide such notice shall not waive the Company's rights under this section.

ENTIRE AGREEMENT

This Agreement, including all exhibits, schedules, addenda, and any documents expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous communications, representations, negotiations, proposals, or agreements, whether oral or written. The parties agree they have not relied on any representations, warranties, or promises not expressly set forth in this Agreement, and any such representations are disclaimed. No amendment, modification, or waiver of any provision of this Agreement shall be valid unless made in writing and signed by both parties, including electronic communications expressly acknowledged as amendments. Any pre-printed or standard terms in the Customer's purchase orders, invoices, or other business documents are void and have no effect on this Agreement. In the event of a conflict between this Agreement and any other document, the terms of this Agreement shall control unless expressly stated otherwise in a written amendment signed by both parties.

SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal, unenforceable, or void by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or, if such modification is not possible, it shall be severed from this Agreement. In either case, the validity, legality, and enforceability of the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected or impaired in any way. The parties agree that any invalid or unenforceable provision shall be replaced with a valid and enforceable provision that most closely reflects the original intent of the parties, to the extent permitted by applicable law.

ELECTRONIC EXECUTION

This Agreement is considered electronically executed upon Customer payment, and such execution shall be deemed valid, binding, and enforceable as if executed in physical form. By accessing or using the Services, the Customer acknowledges and agrees to the terms of this Agreement in full, including any electronically signed or accepted versions. The Customer further agrees that electronic signatures, acknowledgments, or acceptances, including those made via email, online portals, or other electronic means, shall have the same legal effect as handwritten signatures and shall be admissible as evidence in any legal proceeding.