REVIIZED, INC.

Terms of Use for Reviized Software

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE DOWNLOADING, INSTALLING, ACCESSING OR USING THE REVIIZED SOFTWARE INCLUDING ANY UPDATES AND NEW VERSIONS PROVIDED TO YOU (THE “SOFTWARE”) OR SUBMITTING ANY INFORMATION VIA THIS SOFTWARE TO REVIIZED, INC. OR ITS AFFILIATES (“COMPANY”).  BY DOWNLOADING, INSTALLING, ACCESSING OR USING THIS SOFTWARE OR SUBMITTING ANY INFORMATION VIA THIS SOFTWARE OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS OF USE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND IF YOUR ACCESS OR USE OF THIS SOFTWARE IS ON BEHALF OF YOUR COMPANY, YOUR COMPANY AGREES TO BE BOUND BY THESE TERMS OF USE AND YOU HEREBY REPRESENT THAT YOU ARE AUTHORIZED BY YOUR COMPANY TO SO BIND YOUR COMPANY. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT DOWNLOAD, INSTALL, ACCESS, USE OR SUBMIT ANY INFORMATION VIA THIS SOFTWARE.

The term “you” as used herein shall refer to you and, if applicable, your company.  The term “use” as used herein shall include the download, access to and/or use of any portion of the Software.

“User Content” means any video, audio, image, script, text, likeness, voice recording, facial movement data, motion data, or other materials uploaded, recorded, generated, or otherwise provided by you through the Software.

“Digital Twin” means an AI-generated representation of a user’s likeness, voice, facial expressions, motion, or communication style created using the Software.

“AI-Generated Output” means any video, audio, image, or text generated by the Software using artificial intelligence, including Digital Twin renderings.

These Terms of Use shall not supersede or replace the general terms of use for the Reviized software that you or your company may have with Company.

1.        General.  These Terms of Use (the “Agreement”) is between Reviized, Inc., (“COMPANY”) and you.   All right, title and interest in and to the Software shall remain with COMPANY and its licensors, excluding User Content, Digital Twins, and AI-Generated Outputs, which remain the property of the user subject to the licenses granted herein. This Agreement does not constitute a sale of the Software, but only conveys to you a limited right to use the Software in accordance with the terms of this Agreement.  COMPANY reserves the right, at any time, to change or discontinue, in whole or in part, the Software, including, without limitation, the content and equipment needed to access or use the Software.  COMPANY has the right to terminate and/or suspend your ability to access the Software or any portion thereof, for any or no reason, without notice.  

2.        License/Restrictions on Use.   Provided you comply with this Agreement, COMPANY hereby grants you a limited, revocable, nonexclusive, non-sublicensable, nontransferable license to use the Software in object code (electronic) form only.   Your use shall be for lawful purposes only.  You shall not post or transmit, through the Software, any material that violates or infringes upon the rights of others, including third party intellectual property rights, that is unlawful, threatening, abusive, defamatory, invasive of privacy rights, vulgar, obscene, profane or otherwise objectionable or otherwise in violation of any law or regulation.  You represent and warrant that you own or have obtained all necessary rights, consents, and authorizations to upload and use any User Content, including any likeness or voice of an individual. You may not create or use a Digital Twin of another person without their explicit authorization. COMPANY may require verification of identity or authorization prior to enabling Digital Twin functionality. The Software contains proprietary information and the rights to the content of the Software are owned by COMPANY and its licensors.  While you may access, view, use and display the Software, you may not modify, reproduce, publish, transmit, publicly display, create derivative works or in any way exploit, any of the content of the Software, in whole or part.  In addition, you will not (and will not permit any third party to): (a) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make available any Software to a third party (except as expressly permitted herein) or in a service bureau or outsourcing offering; (b) use the Software for the benefit of a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Software; (d) modify, port, translate, localize or create derivative works of the Software; (e) circumvent any technological protection measures set by COMPANY to control access to the Software; (f) send or store infringing, obscene, threatening, libelous, or otherwise unlawful (including material that violates applicable law) or tortious material; (g) send or store Malicious Code; (h) interfere with or disrupt the integrity or performance of the Software; (h) access the Software in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Software; (i) remove or obscure any proprietary or other notices contained in the Software (including any reports or data printed therefrom); or (j) use Software in any manner in violation of any applicable law.  You acknowledges and agrees all export laws, restrictions, national security controls, and regulations of the United States and all other applicable international or foreign governments, agencies and authorities (“Export Controls”) and all import laws, restrictions, controls, and regulations of applicable foreign governments, agencies and authorities (“Import Controls”) may govern its use of the Software, and you will neither export or re-export, directly or indirectly, the Software, nor any direct product thereof in violation of the Export Controls and Import Controls or use the Software for any purpose prohibited by such Export Controls and Import Controls. (k) use the Software or any Digital Twin to impersonate any individual without authorization, engage in fraud or deception, create misleading or false representations, political persuasion, endorsements without disclosure, or any activity intended to mislead others;(l) use Digital Twins for adult, exploitative, defamatory, or harmful content; (m) sell, transfer, sublicense, or otherwise distribute a Digital Twin or AI-Generated Output to any third party except as expressly permitted by COMPANY.

3.        Termination/Suspension/Modifications.  COMPANY reserves the right to refuse service, terminate accounts and take appropriate legal action, at its sole discretion, if COMPANY believes that your conduct breaches this Agreement, violates applicable law or is harmful to the interests of COMPANY.  Furthermore, at any time and for any reason without notice or liability, COMPANY may suspend or terminate the operation of the Software or modify any aspect of the Software and this Agreement. COMPANY reserves the right to suspend, disable, or delete any Digital Twin or AI-Generated Output if COMPANY reasonably believes such use violates this Agreement or applicable law. You may request deactivation or deletion of your Digital Twin at any time, subject to legal retention requirements.

 4.        Collection and Use of Personal Information, and Data.  By registering or entering into the Software your personal information, such as first name, last name, phone number, or email address, and data related to any equipment that utilizes this Software, you agree that COMPANY and its designees may use that information for COMPANY’s lawful business purposes.  User Content may include biometric-adjacent data such as facial imagery, voice characteristics, and motion data. COMPANY processes such data solely for the purpose of providing the Software and generating AI-Generated Outputs for you. COMPANY does not use such data for identification purposes or to train generalized machine learning models without your explicit written consent. By registering or entering into the Software your personal information, you represent and warrant that all such information is current, complete and accurate.  If the registration process requires you to create and use log-in credentials, you agree that COMPANY may rely on the subsequent use of your log-in credentials to provide access to your account and the information you have provided.  You are responsible for all use of your account, regardless of whether you authorized such access or use, and for ensuring that all use of your account complies with this Agreement.  COMPANY’s collection, use and sharing of any personal information shall be treated in accordance with the Privacy Policy found at https:/reviized.io/privacy/.  By using any part of the Software, you agree to the terms of such Privacy Policy, which may change without notice to you.   Subject to the terms of the Agreement, you hereby grant COMPANY and its affiliates a fully paid-up, non-exclusive, perpetual, worldwide, royalty-free right to: (i) use, copy, store, transmit, process, store, analyze, and transform non-personal information data uploaded to or accessed by the Software (“Non-PI Data”) to provide the Software to you, to prevent or address service or technical problems under the Agreement, and/or as may be required by applicable law; (ii) use Non-PI Data in improving and developing the Software; and (iii) other internal uses if the Non-PI Data is aggregated with data of other COMPANY customers or is anonymized such that you are not identified.  You retain all rights, title, and interest in your User Content and Digital Twin. You grant COMPANY a limited, non-exclusive, revocable, royalty-free license to process such content solely to operate, maintain, and improve the Software for your use. This license terminates upon deletion of your account, subject to legal obligations.  The foregoing license shall be transferable to a COMPANY Affiliate.

5.        Term and Payments.  The purchase order states the initial term.  After the expiration of the initial term, the term shall automatically renew for successive one-year renewal terms, unless either party provides written notice of non-renewal to the other party at least 60 days prior to expiration of the initial term or then current renewal term, as the case may be.  You shall pay COMPANY the Fees set forth in the applicable purchase order in accordance with the payment terms set forth in the purchase order.  All fees will be paid in U.S. dollars unless otherwise specified in a purchase order.  Notwithstanding anything herein, upon the expiration of the initial term, COMPANY may change the amount of the fees for a subsequent term by providing Customer notice of such change at least 90 days prior to the expiration of the initial term or then-current renewal term. Except as otherwise set forth in the Agreement or the applicable purchase order, fees are non-refundable and non-cancelable.  Late payments are subject to a late charge equal to the lesser of: (i) eighteen percent (18%) per annum; and (ii) the maximum rate permitted by applicable law. Upon expiration or termination of the Agreement, COMPANY may delete or archive User Content and Digital Twins in accordance with its data retention policies and applicable law.

6.        Audit Rights.  COMPANY (including any third party auditor retained by Company) may audit the records and systems to ensure compliance with the terms of the Agreement and each applicable purchase order.  COMPANY will notify you in writing at least ten (10) business days prior to any such audit.  Any such audit will be conducted during regular business hours and will not interfere unreasonably with your business activities.  COMPANY may audit Customer no more than once in any twelve (12) month period unless COMPANY reasonably suspects non-compliance.  If an audit reveals you are using the Software beyond the scope of the Agreement or purchase order, then, in addition to any other remedies available to COMPANY, you will promptly pay COMPANY the underpaid fees associated therewith based on COMPANY’s then-current list rates, as well as any applicable late charges.

7.        Disclaimer of Warranties. THE SOFTWARE LICENSED HEREIN IS LICENSED “AS IS” AND NEITHER COMPANY NOR ITS REPRESENTATIVES OR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SOFTWARE, ITS USE, OR THE RESULTS OF SUCH USE. ALL WARRANTIES AND CONDITIONS OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS (INCLUDING THIRD PARTY INTELLECTUAL PROPERTY RIGHTS), MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

You acknowledge that AI-Generated Outputs and Digital Twins may not perfectly replicate real-world appearance, voice, or behavior and may contain inaccuracies or artifacts. You are solely responsible for reviewing and approving AI-Generated Outputs prior to use or distribution.

Without limiting the foregoing, COMPANY does not warrant or represent that the operation of the Software will be uninterrupted or error-free, or that any defect within the Software will be corrected. Furthermore, COMPANY does not warrant or make any representation regarding the results of your use of the Software in terms of capability, correctness, accuracy, reliability or otherwise, or that the Software will meet your requirements, or that the Software is secure. No presentation, specimen, oral or written information or advice given by COMPANY or any representative of COMPANY shall create a warranty.

The Software may contain flashing lights, three-dimensional graphics, and other visuals that may cause disorientation, seizures, or similar effects.  By accepting these Terms, you hereby accept these risks of using the software.

ANY LIABILITY OF COMPANY OR ITS AFFILIATES FOR DEFECTS IN THE SOFTWARE WILL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF YOUR COPY OF THE SOFTWARE WITH ANOTHER COPY OF THE SOFTWARE, IF AVAILABLE.

8.        Limitation of Liability/Release.  TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES OR LICENSORS (THE “COMPANY PARTIES”) BE LIABLE, WHETHER IN CONTRACT OR IN TORT, FOR ANY LOSSES, INJURIES OR DAMAGES OF ANY KIND, TO ANY PERSON OR ENTITY (INCLUDING WITHOUT LIMITATION, AI-GENERATED OUTPUTS, DIGITAL TWIN RENDERINGS, OR RELIANCE THEREON, ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES WHATSOEVER) ARISING OUT OF OR RELATING TO ANY USE, INABILITY TO USE, CONDITION, PERFORMANCE, DEFECT OR FAILURE IN, OR IMPROPER USE OF, THE SOFTWARE OR THE RESULTS OF THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS, OR DAMAGES FOR LOST OR CORRUPTED DATA), EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You hereby release and waive all claims against the COMPANY Parties, and the directors, officers, employees, agents and representatives of each of the foregoing, from any and all claims, damages, liabilities, costs and expenses arising out of your use of the Software.

9.        Choice of Law and Jurisdiction.  This Agreement and Your use of the Software shall be governed by the laws of the State of Delaware, without regard to conflict of laws principles.  All disputes under this Agreement shall be brought in the courts located in the State of Delaware.   Specifically excluded from Software to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.  

10.               Entire Agreement. This Agreement represents the entire agreement between You and COMPANY with respect to its subject matter and supersedes all previous written or oral agreements between the parties with respect to such subject matter.  

11.        Changes to this Agreement.  COMPANY reserves the right, in its sole discretion, to change or modify this Agreement at any time.    Your continued use of the Software constitutes your agreement to be bound by any changes or modifications to this Agreement.  Please review this Agreement periodically for changes. COMPANY will use reasonable efforts to notify users of material changes affecting Digital Twin rights or data usage.