REVI TERMS OF SERVICE
Last updated: May 2, 2025

Welcome to the Revi software platform (the "Platform"), provided by Revi Group, Inc. ("Revi”). These Terms of Service ("ToS") govern your access to and use of the Platform and any related services.

IMPORTANT: If you are accessing or using the Platform on behalf of a company or other legal entity (a "Customer") that has a separate Master Subscription Agreement ("MSA") and Data Processing Addendum ("DPA") with Revi, then the terms of that MSA and DPA shall govern the relationship between Revi and the Customer. These ToS apply to your individual conduct and use of the Platform as an authorized user of such Customer. In the event of any conflict between these ToS and the MSA/DPA regarding the Customer's rights and obligations, the MSA/DPA shall prevail.

By accessing, browsing, or using the Platform, or by clicking "I Agree" (or similar button or checkbox) if such option is provided, you ("User," "you," "your") acknowledge that you have read, understood, and agree to be bound by these ToS and our Privacy Policy available at https://www.revi.ai/privacy-policy, which is incorporated herein by reference. If you do not agree to these terms, do not use the Platform.

I. DEFINITIONS
Capitalized terms not otherwise defined in these ToS shall have the meaning ascribed to them in the MSA or DPA, as applicable.
A. "User Account" means the account established by or for a User to access and use the Platform.
B. "User Content" means any data, information, or material that a User submits, uploads, posts, creates, or generates in or through the Platform, which may include Customer Data as defined in the MSA.

II. USER ACCOUNTS AND RESPONSIBILITIES
A. Eligibility. The Platform is intended solely for employees, contractors, and agents of Customers that have an MSA in force with Revi. By creating or using a User Account you represent and warrant that:
(i) you are at least eighteen (18) years old (or the age of majority in your jurisdiction, if higher); and
(ii) you are duly authorized by the applicable Customer to access and use the Platform on its behalf.

Revi does not knowingly collect personal information from anyone under thirteen (13) years of age and the Platform is not directed to children. If Revi becomes aware that it has inadvertently received such information, Revi will delete it without undue delay.

III. LICENSE TO USE THE PLATFORM
Subject to your compliance with these ToS and the applicable MSA (if any), Revi grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for the internal business purposes of the Customer you represent, or for your personal, non-commercial use if you are an individual subscriber not covered by a Customer MSA.

IV. ACCEPTABLE USE AND CONDUCT
Your use of the Platform, including any Platform Data or Customer Data accessed through it, is subject to the following restrictions and obligations:
A. Compliance with MSA: If you are an authorized user of a Customer, your use must comply with all terms and conditions of the Customer's MSA with Revi, including but not limited to Section 1.b (Use Restrictions) and Section 2 (Data Usage) of the MSA.
B. No Misuse: You shall not:
1. Copy, modify, create derivative works from, reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, or algorithms of the Platform, except as expressly permitted by applicable law or the MSA.
2. Sublicense, rent, lease, sell, resell, distribute, or otherwise commercially exploit the Platform or make it available to any third party, except as expressly permitted in the MSA.
3. Use the Platform to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.
4. Use the Platform to store or transmit malicious code (e.g., viruses, worms, Trojan horses).
5. Interfere with or disrupt the integrity or performance of the Platform or third-party data contained therein.
6. Attempt to gain unauthorized access to the Platform or its related systems or networks.
7. Use any Platform Data, Reformatted Data, Derived Data, or other Data Outputs for any purpose prohibited by Section 2.f (Regulated Use) or Section 2.g (Model Training) of the MSA.
C. Compliance with Laws: You agree to use the Platform in compliance with all applicable local, state, national, and international laws, rules, and regulations, including those related to data privacy, international communications, and the transmission of technical or personal data.
D. User Content: You are solely responsible for all User Content you submit or make available. You represent and warrant that you have all necessary rights to submit User Content and that your User Content does not violate any third-party rights or applicable laws.

V. INTELLECTUAL PROPERTY
A. Revi IP: As between you and Revi, Revi owns all right, title, and interest in and to the Platform, including all underlying software, algorithms, methodologies, processes, know-how, and any aggregated/anonymized data derived from the use of the Platform (which constitutes Platform Data under the MSA), and all associated intellectual property rights ("Platform IP"). No rights are granted to you hereunder other than as expressly set forth herein or in the MSA.
B. Customer Data/User Content: As between you/the Customer and Revi, the Customer retains all rights in Customer Data as set forth in the MSA. If you submit User Content that is not considered Customer Data under an MSA, you grant Revi a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content solely to the extent necessary to provide and improve the Platform and related services.

VI. DATA PROTECTION AND PRIVACY
A. Customer Data: The processing of Customer Data (as defined in the MSA) is governed by the DPA between Revi and the Customer. If you are an authorized user of a Customer, you agree to handle any Customer Data in accordance with the Customer's policies and the DPA.
B. User Personal Data: Revi's collection and use of personal information related to your User Account and your use of the Platform (not constituting Customer Data processed on behalf of a Customer) is described in our Privacy Policy available at https://www.revi.ai/privacy-policy.

VII. TERM AND TERMINATION
A. Term: These ToS will remain in full force and effect while you use the Platform.
B. Suspension/Termination by Revi: Revi may suspend or terminate your access to the Platform at any time, with or without notice, if:
1. You breach any material term of these ToS;
2. Your use of the Platform poses a security risk to Revi or other users;
3. The Customer on whose behalf you are accessing the Platform breaches its MSA or its MSA is terminated or expires; or
4. Revi is required to do so by law.
C. Effect of Termination: Upon termination of your access, your right to use the Platform will immediately cease. Provisions of these ToS that by their nature should survive termination shall survive (including, without limitation, intellectual property provisions, disclaimers, limitations of liability, and dispute resolution).

VIII. DISCLAIMERS
EXCEPT AS EXPRESSLY PROVIDED IN AN APPLICABLE MSA, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND. REVI AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. REVI DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

IX. LIMITATION OF LIABILITY
A. Customer Relationship: If you are accessing the Platform as an authorized user of a Customer with an MSA, the Customer's sole and exclusive remedies with respect to any claims relating to the Platform or services provided under the MSA shall be as set forth in the MSA and DPA.
B. Aggregate Liability Cap. Except for: (i) a party’s gross negligence or willful misconduct; (ii) either party’s breach of its confidentiality or data-security obligations; or (iii) a party’s indemnification obligations for third-party intellectual-property claims, and to the maximum extent permitted by applicable law, each party’s total cumulative liability arising out of or related to these ToS shall not exceed the fees paid or payable by Customer to Revi for the Platform in the twelve (12) months immediately preceding the event giving rise to the claim.
C. Non-Excludable Liability. Nothing in these ToS limits or excludes liability that cannot be limited or excluded under applicable law, including liability for death or personal injury caused by negligence and liability for fraud or fraudulent misrepresentation.
D. The limitations in this Section IX do not apply to liability that cannot be excluded or limited under applicable law.

X. INDEMNIFICATION (BY USER)
You agree to defend, indemnify, and hold harmless Revi, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Platform; (ii) your violation of any term of these ToS; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party. This indemnification obligation will survive the termination of these ToS and your use of the Platform.

XI. CHANGES TO TERMS OF SERVICE
Revi reserves the right to modify these ToS at any time. We will notify you of material changes by posting the updated ToS on the Platform, by sending you an email, or by other reasonable means.

XII. GOVERNING LAW AND DISPUTE RESOLUTION
These ToS and any disputes arising out of or related hereto will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules. Any dispute resolution process (e.g., executive discussions, arbitration, court jurisdiction) shall be consistent with the provisions set forth in the MSA between Revi and the applicable Customer, if one exists. If no MSA with a Customer governs your use, then any disputes shall be resolved exclusively in the state or federal courts located in New York County, New York. Each party consents to the exclusive jurisdiction of such courts and waives any right to a jury trial.

XIII. MISCELLANEOUS
A. Entire Agreement (User Scope): These ToS, together with the Privacy Policy available at https://www.revi.ai/privacy-policy and any Order Form (if applicable to an individual user not under a Customer MSA), constitute the entire agreement between you and Revi regarding your individual use of the Platform, and supersede all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. They do not supersede any MSA or DPA in place between Revi and a Customer entity.
B. Severability: If any provision of these ToS is held to be invalid or unenforceable, such provision will be reformed to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will remain in full force and effect.
C. Waiver: No waiver of any term of these ToS shall be deemed a further or continuing waiver of such term or any other term, and Revi's failure to assert any right or provision under these ToS shall not constitute a waiver of such right or provision.
D. Assignment: You may not assign or transfer these ToS or your rights hereunder, in whole or in part, by operation of law or otherwise, without Revi's prior written consent. Revi may assign these ToS at any time without notice or consent.
E. Notices: Notices to Revi should be sent to the contact address provided below. Notices to you may be sent to the email address associated with your User Account or by posting on the Platform.

XIV. CONTACT INFORMATION
If you have any questions about these Terms of Service, please contact Revi at:
Revi Group, Inc.
504 Pennsylvania Ave
#377
Greer, SC 29652
Email: [email protected]