REVO AI SERVICES AGREEMENT

Introduction

This AI Services Agreement (this "Agreement") constitutes a legally binding contract between the party that accepts this Agreement as specified herein ("you, Customer") and REVO News Media Limited ("REVO," "we," or "us") and governs your access to and use of the Services (as defined below). PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY PROVISIONS OF THIS AGREEMENT, YOU ARE PROHIBITED FROM ACCESSING OR USING THE SERVICES.

By accessing or using the Services, you (i) acknowledge that you have read and understood this Agreement, (ii) represent that you are either at least eighteen years of age or the legal age required in your jurisdiction to enter into a binding contract, and (iii) accept this Agreement and agree to be legally bound by it. If you use the Services on behalf of another person or entity, then (1) all references to "you" throughout this Agreement (except in this paragraph) will also refer to that person or entity, (2) you represent that you are authorized to accept this Agreement on their behalf, and (3) in the event you or that person or entity violates this Agreement, such person or entity also agrees to be responsible to us.

REVO may make changes to this Agreement. If any changes are made, REVO may post a notice or use other means of communication. Unless REVO specifies otherwise in its notice, any amended Agreement will take effect immediately, and your continued use of the Services after the provision of such notice will constitute your acceptance of the changes. If you do not agree to the amended Agreement, you must cease using the Services immediately.

Defined Terms

Defined Terms

"AI Tools" means artificial intelligence models, tools, and other technologies.

"Applications" means one or more software applications (which may include, without limitation, large language models or other AI Tools) that you develop to interface with any REVO application programming interfaces.

"Customer Data" means all data and information that you provide to REVO in connection with your use of the Services, including, without limitation, Customer Input.

"Customer Input" means all text, information, queries, and other input submitted by you, or by an Application, in connection with a REVO application programming interface call.

"Output" means the generated text, information, materials, or other results produced from Customer Input.

"Services" means the REVO third-party online search engine designed to deliver real-time results, including the REVO web application and any associated REVO application programming interface or interfaces ("REVO APIs").

"Support Services" means REVO's support services, if any, that are provided by REVO or the applicable third-party provider in connection with the Services.

The Services

Subject to your continued compliance with the terms and conditions of this Agreement, REVO will (a) provide you with access to the paid Services and (b) make commercially reasonable efforts to provide any Support Services that REVO has agreed to provide. REVO may update or modify the Services, in whole or in part, at any time in its sole discretion (each such change being an "Update") and may require you to obtain and use the most current version of the Services. Updates may adversely impact your Applications, and you will be responsible for making any changes required for integration as a result of such Update at your own expense. Continued use of the Services following an Update constitutes your binding acceptance of such Update.

Your Responsibilities

Accounts

You and any of your authorized users ("Users") may be required to create or subscribe to an account (which may include a REVO application programming interface security key) ("Account") to access and use the Services. You (i) may not, and will ensure that your Users do not, share Account information (including REVO application programming interface security keys) with any third party, (ii) will maintain, and ensure that Users maintain, the security of each Account and all associated information, and (iii) will only use, and ensure that Users only use, their respective Accounts to access the Services. You are solely responsible for all activity under your Account and for all acts and omissions of Users. Any act or omission by a User will be deemed your own act or omission for purposes of this Agreement.

General Use Restrictions

General Use Restrictions

The Services are provided exclusively for your personal purposes in connection with integration into your Applications. You will not, in whole or in part:

• (i) modify, copy, disclose, alter, translate, or create derivative works of the Services;
• (ii) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign, or otherwise dispose of the Services (provided that integration into your Applications in accordance with this Agreement will not constitute a violation of this clause);
• (iii) decompile, disassemble, decode, translate, or reverse engineer the Services, or attempt to discover their source code, structure, algorithms, or internal ideas, or otherwise reduce them to a human-perceivable form;
• (iv) copy, frame, or mirror any part or content of the Services;
• (v) access the Services to build a competitive product or service;
• (vi) overburden or interfere with the integrity or performance of the Services, including without limitation making excessive application programming interface calls, or provide any harmful code to or through the Services;
• (vii) use any data mining, robots, or similar data gathering or extraction methods;
• (viii) attempt unauthorized access to the Services or related systems or networks, or exceed any user or usage limits specified for the Services;
• (ix) disclose any performance information or analysis related to the Services to third parties;
• (x) remove or obscure any proprietary notices on the Services;
• (xi) combine or integrate the Services with any software, technology, services, or materials not authorized by REVO;
• (xii) design or permit your Applications to disable, override, or interfere with any REVO-implemented communications, consent screens, user settings, alerts, warnings, or similar features;
• (xiii) conceal your identity or the identity of your Applications when requesting authorization to use the REVO application programming interfaces;
• (xiv) use the Services in connection with or to promote any products, services, or materials involving spyware, adware, malicious programs or code, counterfeit goods, unsolicited mass email, multi-level marketing, hate materials, hacking, surveillance, interception, descrambling equipment, defamatory, obscene, pornographic, abusive, offensive content, stolen goods, hazardous materials, or illegal activities;
• (xv) attempt or permit others to attempt any of the foregoing; or
• (xvi) assert or authorize others to assert intellectual property infringement claims against REVO or its affiliates in relation to the Services.

Responsibility for Your Applications and Customer Data

You will monitor the use of your Applications for any activity that violates applicable laws, rules, or regulations, or any provisions of this Agreement, including any fraudulent, inappropriate, or potentially harmful conduct, and will promptly restrict or disable access for any users of your Applications who engage in such activity. As between you and REVO, you bear sole responsibility and liability for your Applications, including, without limitation:

(i) providing any required privacy notices and obtaining all necessary consents from your end users under applicable laws, rules, and regulations in connection with their use of your Applications; and

(ii) the acts and omissions of your end users with respect to your Applications and their use of any REVO application programming interfaces.

Fees

Payments may be made by credit card or debit card, by debit order, through the Amber Pay Gateway, or through the Apple App Store and the Google App Store. The list of available payment methods may be adjusted at the discretion of the digital publisher. All other payment methods will be communicated to you as they become available.

Subscribers will not be allowed to switch from one payment method to another while the subscription is active.

In some cases, your payment date may change, for example if your payment method has not settled successfully or if your paid subscription began on a day that does not match your selected billing day.

In the event of nonpayment where a user has not cancelled during the cancellation window, the digital publisher reserves the right to recover an amount that is owed at the same time as the due payment.

If a payment fails on the billing date, further attempts to collect will be made during at least one billing cycle. If all attempts fail, the account will be placed under suspension.

You remain responsible for any uncollected amounts. If a payment is not successfully settled due to expiration, insufficient funds, or any other reason, and you do not terminate your account, we may suspend your access to the Service until we have successfully charged a valid payment method. For some payment methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees related to the processing of your payment method. Local tax charges may vary depending on the payment method used. Check with your payment method service provider for details.

Monthly Payments

Subscription fees will be charged automatically each month to your chosen payment method on the specific billing date provided upon subscription. Please ensure that sufficient funds are available on your chosen payment method.

Confidentiality

You may gain access to certain confidential, proprietary, or trade secret information of REVO or of third parties ("Confidential Information"). Confidential Information includes, without limitation:

(a) any non-public information relating to REVO or the Services, including information about REVO's methods, techniques, finances, business plans, marketing strategies, legal matters, opportunities, contracts, assets, or trade secrets; and

(b) any information obtained by REVO from or relating to its customers or other third parties that REVO is obligated to keep confidential.

You will: (i) protect all Confidential Information from unauthorized disclosure using at least a reasonable degree of care; (ii) not disclose any Confidential Information to third parties; and (iii) use Confidential Information solely for purposes expressly permitted under this Agreement. Upon expiration or termination of this Agreement, or at REVO's request, you will immediately return or destroy (at REVO's direction) all materials containing Confidential Information, including all copies, and will certify in writing to REVO that you have complied with this requirement.

Customer Data

Ownership

You retain all rights, title, and interest in and to Customer Data, including all related intellectual property rights. You acknowledge that you, not REVO, control Customer Data stored through the operation of the Services.

Use of Customer Data

You grant to REVO and its affiliates a worldwide, royalty-free, fully paid, transferable, assignable, sublicensable (through multiple tiers), perpetual, and irrevocable license to collect, host, use, access, view, store, copy, display, create derivative works of, delete, and otherwise process Customer Data, including by sharing it with applicable Third-Party Service Providers, for the purposes of:

• (i) providing, supporting, monitoring, analyzing, and improving the Services;
• (ii) improving REVO's other products and services;
• (iii) communicating with you regarding your Account;
• (iv) complying with applicable laws, court orders, subpoenas, and regulatory or investigatory requests;
• (v) preventing fraud or misuse of the Services;
• (vi) conducting market research;
• (vii) developing and enhancing products and services; and
• (viii) any other lawful purpose not prohibited by applicable law.

REVO will not be obligated to provide Customer Data to you or any third party in any format except as required by applicable law.

Rights in Customer Data

You represent and warrant that you have all rights, licenses, and permissions necessary to grant the rights set forth in this Agreement and to provide Customer Data to REVO for use as contemplated herein. You are solely responsible for the content, accuracy, quality, legality, and integrity of Customer Data and for ensuring that you have provided all required notices and obtained all required consents to:

(i) use the Services, including sending any communications via the Services;

(ii) collect, use, and disclose Customer Data; and (iii) permit REVO to collect, use, and disclose Customer Data. You will not, and will ensure that third parties do not, include in Customer Data or upload, post, reproduce, or distribute any material protected by copyright, privacy rights, or other intellectual property rights without first obtaining the permission of the rights holder.

Intellectual Property

REVO Ownership

Subject to the rights and licenses expressly granted to you under this Agreement, REVO either owns or is the lawful licensee of the Services (as applicable) and will continue to own all rights, title, and interest in, or be legally entitled to through license: (i) the Services and Support Services, including, without limitation, any derivative works, enhancements, updates, customizations, modifications, adaptations, alterations, upgrades, new features, or other improvements thereof or thereto; (ii) all comments, suggestions, feedback, and other user input provided by you or any User with respect to the foregoing ("Feedback"); and (iii) all Usage Data (as defined below).

You hereby assign to REVO all rights, including intellectual property rights, title, and interest in and to all Feedback. Except as expressly provided in this Agreement, no express or implied license or right of any kind is granted to you with respect to the foregoing, including any right to obtain possession of source code, data, or other technical material related thereto.

Usage Data

Notwithstanding anything to the contrary in this Agreement, you agree that REVO may generate, collect, store, use, transfer, and disclose to third parties information created, derived, or obtained from your use of the Services, including information based on Customer Data ("Usage Data"), for purposes of:

• (i) performing data analytics;
• (ii) monitoring, improving, and supporting the Services;
• (iii) designing, developing, and offering REVO products and services; and
• (iv) any other lawful purpose.

REVO owns and retains all rights to Usage Data. No rights in or to Usage Data are granted to you, whether by implication, estoppel, waiver, or otherwise. REVO is not obligated to provide or make any Usage Data available to you.

Indemnification

To the maximum extent permitted by applicable law, you will indemnify and hold harmless REVO, its affiliates, and their respective officers, employees, and agents from and against all damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or in connection with: (a) your access to or use of the Services, including Third Party Service Providers and/or Third Party AI tools; (b) Customer Data; and (c) your breach or alleged breach of this Agreement (each, an "Indemnification Claim").

At REVO's sole election, you will also defend REVO against any Indemnification Claim. If REVO directs you to provide such defense: (i) REVO will have the right to approve your selected legal counsel; and (ii) REVO may participate in the defense and settlement of the Indemnification Claim at your expense.

REVO may also retain exclusive control over the defense of an Indemnification Claim. You will not settle any Indemnification Claim without REVO's written consent.

Disclaimers

General Disclaimers

The Services and Support Services are provided "as is" and "as available" without any warranties, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or title, as well as any warranties arising from course of dealing or usage of trade. REVO does not warrant and expressly disclaims that the Services will operate uninterrupted, be error-free, or that all defects will be corrected.

Additional Disclaimers Regarding Output

Without limiting the foregoing, REVO makes no warranties or representations as to the accuracy, performance, quality, reliability, suitability, or completeness of any information, results, or Output generated through the Services. You acknowledge that Output may be partially or wholly dependent on AI Tools, which may result in Output that is inaccurate, unreliable, incomplete, infringing, inappropriate, or otherwise unsuitable. All Output is provided "as is," and you use it at your own risk. You are solely responsible for evaluating and verifying Output and for any modifications or integrations involving your Applications.

Third-Party Services

Definition

Certain Services, or specific features of the Services, may rely on or interoperate with products or services provided by third parties ("Third-Party Services"), supplied by "Third-Party Service Providers."

Third-Party Terms and Disclaimer

You are solely responsible for complying with all terms, conditions, and policies imposed by Third-Party Service Providers. REVO is not, and will not be deemed to be, a party to any such third-party agreements. REVO makes no warranties regarding Third-Party Services, and their performance or continued availability is outside of REVO's control. REVO may limit or cease integration with any Third-Party Service without liability.

AI Tools

You are solely responsible for your use of AI Tools in connection with the Services. You acknowledge and agree that:

• (i) AI Tools may involve access to Customer Input by Third-Party Service Providers;
• (ii) such AI Tools are not under REVO's control and are not part of the Services;
• (iii) REVO makes no warranties regarding AI Tools or any Output generated through them. Any claims relating to damages, liabilities, losses, costs, and expenses emanating from Third Party Services and/or AI tools must be directed to the specific Third Party Service Provider;
• (iv) you use AI Tools at your own risk.

You authorize REVO to share Customer Input and Output with AI Tools to the extent required to provide the Services, acknowledging that Third-Party Service Providers may not maintain the confidentiality of such information and may retain certain rights to use or disclose it.

Limitation of Liability

To the maximum extent permitted by applicable law: (a) REVO and its service providers will not be liable for personal injury, property damage, data loss or corruption, lost profits, business interruption, or any indirect, incidental, special, exemplary, punitive, or consequential damages, even if advised of the possibility of such damages; and (b) REVO's total liability under this Agreement will not exceed the total Fees paid by you to REVO for the Services during the three-month period preceding the first claim giving rise to liability.

Multiple claims will not increase these limits. This section reflects the agreed allocation of risk between the parties.

Term and Termination; Effect of Termination or Expiration

This Agreement will commence upon your acceptance and will continue until: (a) terminated by REVO with notice to you at any time for any reason; (b) terminated by you through cancellation of your subscription Service use as defined in the Terms; or (c) as otherwise provided when you purchased access to the Services.

Upon any termination of this Agreement:

• (i) your right to access and use the Services will immediately cease;
• (ii) you will promptly and permanently delete all keys, programming instructions, tools, protocols, and other materials made available to you in connection with the REVO application programming interfaces;
• (iii) you will pay REVO all outstanding amounts due; and
• (iv) Sections 2, 4, and 6 through 11 will survive, along with this sentence.

Arbitration

Informal Dispute Resolution Prior to Arbitration

For any dispute or claim ("Claim") between you and REVO arising out of or relating to this Agreement, the Services, or any aspect of the relationship between you and REVO as it relates to this Agreement or the Services, including any privacy or data security claims, the parties will first attempt to resolve the Claim informally.

If you assert a Claim, you will send a written notice ("Claimant Notice") to REVO by electronic mail. The Claimant Notice must include: (a) your name, residence address, email address, and telephone number; (b) a description of the nature and basis of the Claim; and (c) the specific relief sought.

If REVO asserts a Claim, it will send a written notice ("REVO Notice") to your primary email address associated with your account. The REVO Notice must include: (a) the name of a REVO contact and the contact’s email address and telephone number; (b) a description of the nature and basis of the Claim; and (c) the specific relief sought. If the parties cannot reach an agreement to resolve the Claim within thirty days after either party receives such a Notice, then either party may submit the Claim to arbitration.

Arbitration Procedure

Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by arbitration seated in Jamaica in accordance with the Arbitration Act of Jamaica and the rules of the chosen arbitral institution in effect at the time of the arbitration, which rules are incorporated by reference into this clause.

Miscellaneous

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and there are no agreements or understandings between the parties, whether express or implied, except as expressly set forth herein.

Governing Law and Jurisdiction

This Agreement will be governed in all respects by the laws of Jamaica. Except as set forth in the Arbitration Clause, the courts of Jamaica will have exclusive jurisdiction over any action or claim arising out of or relating to this Agreement.