VIC.AI TERMS OF USE

VIC.AI TERMS OF USE

Effective Date: March 2021
These Terms of Use (this “Agreement”) are entered into by and between XFO Financials Inc. dba.
Vic.ai (“Vic.ai”, “we”, “us” or “our”) and you, who is either (a) the person or entity that uses,
accesses and/or registers for use of our Services as a Third Party User (as such terms are defined
below), or (b) the Customer that has authorized you to use, access, or register for access to the
Servicesfor its benefit as a Customer User (Third Party Users and Customer Users shall hereinafter
be referred to in either case as “you” or “your”), and governs your access to and use of the
Services.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS IS A LEGALLY BINDING
AGREEMENT BETWEEN YOU AND VIC.AI. BY SUBSCRIBING TO, ACCESSING OR
USING THE SERVICES, YOU CONFIRM THAT (1) YOU HAVE READ THIS AGREEMENT,
(2) YOU ACCEPT THE TERMS OF THIS AGREEMENT, AND (3) YOU READ,
UNDERSTOOD AND ACCEPT OUR PRIVACY POLICY (“Privacy Policy”)).
CLICKING ON THE “I ACCEPT” BUTTON BELOW INDICATES THAT YOU CONFIRM
EACH OF 1-3 ABOVE, AND ACCEPT AND INTEND TO BE BOUND BY THIS
AGREEMENT, AND CONSENT TO ENTER INTO THIS AGREEMENT IN ELECTRONIC
FORM. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT REGISTER FOR OR USE
THE SERVICES NOR CLICK “I ACCEPT”.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO
THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE
ANY DISPUTE BETWEEN YOU AND VIC.AI THROUGH BINDING, INDIVIDUAL
ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY THE
“DISPUTE RESOLUTION” SECTION BELOW FOR DETAILS REGARDING
ARBITRATION.
We may modify this Agreement from time to time, in which case we will post a new version on
this site (www.vic.ai) (“Site”), and update the “Effective Date” above, and changes to this
Agreement are effective when posted to the Site. Your continued use of the Services following
posting of any changes constitutes your acceptance of such changes, and if you do not agree with
these changes, you must immediately stop using the Services. Because our Services are evolving
over time we may change or discontinue all or any aspect of the Services, at any time and without
notice, in our sole discretion.
1. Definitions.
“Account Information” means information made available by a Customer, Customer
User, or a Third Party User through the Services for viewing by you, Customer, and Third Party

Users, which may include invoices, administrative services and Customer Data.
“Applicable Laws” means all laws, ordinances, rules, regulations, orders, licenses,
permits, judgments, decisions or other requirements of any governmental authority in any territory
that has jurisdiction over the parties, whether those laws are currently in effect or later come into
effect during the term of this Agreement.
“Customer” means an individual or legally recognized entity that has entered into a
software services subscription agreement with Vic.ai (the “Subscription Agreement”) pursuant
to which you may be provided with access to the Services.
“Customer Effective Date” means the effective date of the Subscription Agreement.
“Customer User” means you, if you are an employee or agent of a Customer (but not a
Third Party User) and (i) are authorized by Customer to access and/or use the Services for
Customer’s business purposes in accordance with the Subscription Agreement; and (ii) for whom
a password-protected account for use of the Services has been created by or on behalf of Customer.
“Customer Data” means all non-public raw data in its original form as provided by
Customer or you, or otherwise on Customer or your behalf, for use on the Services as described
hereunder.
“Customer Materials” means all information, data, content and other materials (including
user content), in any form or medium, that is transmitted or otherwise provided by or on behalf of
Customer or you through the Services or to Vic.ai in connection with Customer’s use of the
Services, but excluding, for clarity, Derived Data and any other Vic.ai intellectual property.
“Data” means collectively, Customer Data, Derived Data and Vic.ai Data.
“Derived Data” means any data insights, data models, or data sets that are derived from
(i) any Customer Materials; or (ii) Customer or your use of the Services. Derived Data will not
include information that is able to identify you, Customer or specific bills and/or clients of
Customer.
“Order Form” means a (i) mutually executed order form or other mutually agreed upon
ordering document; (ii) purchase order issued by Customer and accepted by Vic.ai in writing; or
(iii) quote issued by Vic.ai and accepted by Customer, in each case which references the applicable
Subscription Agreement and sets forth the applicable Services to be provided by Vic.ai.
“Services” means Vic.ai’s AI platform for remote accounting firms and enterprise finance
as more particularly described or identified in the Customer’s applicable Order Form, and may
also include technical assistance and customer service provided by Vic.ai in connection with the
Services.
“Subscription Period” means the term of Customer’s subscription to the Services,
pursuant to the terms of the Subscription Agreement.
“Third Party User” means you, if you are a person or entity authorized and invited by

Vic.ai to access the Services, or by a Customer to view such Customer’s Account Information
through the Services.
“Vic.ai Data” means any data generated or calculated through the Services including
without limitation, information and insights generated from, derived from, appended, extrapolated
from, modified, altered, transformed, compilated or otherwise adapted or enhanced from any Data
by Vic.ai in accordance with this Agreement. Vic.ai Data includes Derived Data.
2. Scope of Rights and Restrictions.

2.1 Services. Vic.ai hereby grants you the revocable, non-exclusive, limited, non-
transferable right to access and use the Services, via Vic.ai’s hosted platform for

business purposes solely in strict accordance with this Agreement. If you are a
Customer User, then your use of the Services is also subject to the corresponding
Customer’s compliance with the terms of the Subscription Agreement, and you may
use the Services solely (i) for the associated Customer’s own internal business
purposes, and (ii) for the term of such Customer’s Subscription Period. If you are a
Third Party User, your use is subject to the terms of this Agreement.
2.2 Feedback. We welcome feedback, comments and suggestions for improvements
to the Services (“Feedback”). To the extent you provide Feedback, you assign all
right, title and interest in and to such Feedback to Vic.ai. If for any reason this

assignment is not valid, then you grant to us an irrevocable, transferable and sub-
licensable (through multiple tiers), worldwide, perpetual, fully-paid, royalty-free

license, to use, copy, modify, create derivative works based upon and otherwise
exploit the Feedback for any lawful purpose.
2.3 Use of Customer Data or Account Information. In consideration of your use of the
Services, you hereby grant to Vic.ai, its parents, subsidiaries, affiliates, licensees,
designees, and successors and assigns the right to use Customer Data (including
Account Information) to (i) provide the Services and related services to you and if
applicable, Customer; (ii) use the Customer Data (including any Account
Information) to generate Vic.ai Data; and (iii) enable Vic.ai to allow other
Customers, Customer Users, and Third Party Users the ability to access and use
Account Information within the Services for their own business purposes, subject
to such Customer, Customer Users or Third Party’s adherence to the applicable
terms of this Agreement.
2.4 Derived Data. You agree that Vic.ai exclusively owns Derived Data, including all
intellectual property rights therein. Vic.ai’s use of the Derived Data will be for its
own business purposes including without limitation, to improve its technology and
products and services and will not include information that is able to identify you,
Customer or specific bills and / or clients.
2.5 Restrictions. You agree not to use or allow others to use, the Services (and as
applicable in each case below, any Data or Account Information) in any manner
outside of the Services except as otherwise expressly allowed in this Agreement

including without limitation, in Section 2.3 above. Without limiting the foregoing,
you expressly agree not to do the following with respect to the Services (and any
Data or Account Information as applicable) (i) reverse engineer, decompile,
disassemble, re-engineer or otherwise create or attempt to create or permit, allow,
or assist others to create the source code of the Services or its structural framework,
(ii) sublicense, subcontract, translate or sell any rights to the Services, (iii) use any
robot, spider, site search or retrieval mechanism or other manual or automatic
device or process to retrieve, index, data mine, or in any way reproduce or
circumvent the navigational structure or presentation of the Services, (iv) harvest
or collect information about or from other users of the Services (v) probe, scan or
test the vulnerability of the Services, nor breach the security or authentication
measures on the Services or take any action that imposes an unreasonable or
disproportionately large load on the infrastructure of the Services (vi) modify or
create derivative works of the Services, (vii) attempt to gain unauthorized access to
the Services or its related systems or networks, (viii) use the Services in whole or
in part for any illegal or other purpose except as expressly provided under this
Agreement (including without limitation allowing any distribution or sublicense of
the Services or other access to the Services by any person or entity that is not an
Customer User, or processing Data using the Services on behalf of third parties or
any affiliated entities), (ix) collect or uploaded any personally identifiable
information from or to the Services, except as authorized by the relevant subject,
or (x) facilitate or encourage any violations of this Section 2.5. You further
expressly agree (a) to take all reasonable precautions to prevent unauthorized or
improper use of the Services, (b) to not interfere with or disrupt the integrity or
performance of the Services, (c) to not attempt to gain unauthorized access to the
Services or its related systems or networks, (d) to not create Internet “links” to the
Services or “frame” or “mirror” any content therein; (e) that your access to the
Services will not be used in connection with the development of any product or
service that is in competition with the services provided by the Services, nor will
you assist or facilitate any third party in any such use.
Except as otherwise provided including in Section 2.3 above, neither the Services
nor any other Data or Account Information (except for any publicly available
information), transmitted to you in connection herewith can be forwarded or
distributed to any other person and may not be reproduced in any manner
whatsoever outside of the Services. Any forwarding, distribution or reproduction
of the Services, Data or Account Information in whole or in part outside of the
Services is unauthorized. The Services, Data, and Account Information is being
provided on a confidential basis and may not be reproduced in whole or in part, or
transmitted to third parties outside the Services without the express written consent
of Vic.ai. The Services is the sole property of Vic.ai. Vic.ai reserves the right to
shut down or terminate and withdraw any Data or Account Information on the
Services at any time, for any reason.
2.6 Your Security Obligations. You expressly agree to ensure the confidentiality and
security of your account ID, password, and access to the Services. If any
administrative account ID or password is stolen or otherwise compromised, you

agree to immediately change the password and inform Vic.ai of the compromise.
You acknowledge that the responsibility for all Data, Account Information, text,
information, messages and other material submitted by you or otherwise on your
behalf to the Services lies solely with you. You (and if you are a Customer User,
the corresponding Customer) are solely responsible for the integrity and quality of
Data, and for maintaining an appropriate backup thereof. Vic.ai may change the
authorization method for access to the Services if it determines in its sole discretion
that there are circumstances justifying such changes. Vic.ai is not responsible for
loss of any Data, Account Information or other information or data in transmission
or improper transmission by or on behalf of you, Customer or any other Third Party
User.
2.7 Third Party Services. Certain features and functionalities within the Services as we
determine in our sole discretion may include or otherwise also allow you and other
holders to interact with, access and/or use compatible third-party services, products,
data, technology, websites and content (collectively, “Third Party Services”)
through the Services. You agree that Vic.ai does not provide any aspect of the Third
Party Services and is not responsible for (i) the accuracy, support or maintenance
of such Third Party Services or (ii) any compatibility issues, errors or bugs in the
Services or Third Party Services caused in whole or in part by the Third Party
Services or any update or upgrade thereto.
2.8 Equipment. As between Vic.ai and you, you are responsible for obtaining and
maintaining all computer hardware, software, communications and office
equipment needed to access and use the Services, and for paying any associated
third-party access expenses.
3. Availability and Support.
3.1 Availability. Vic.ai will use commercially reasonable efforts to maintain
availability of the Services 24 hours a day, 7 days per week, subject to planned
maintenance, Force Majeure Events and other terms of this Agreement. Vicai will
endeavour to schedule planned maintenance affecting the availability of the
Services at non-peak times. Vic.ai will use commercially reasonable efforts to
notify you as soon as reasonably practical of any unplanned downtime of the
Services and resolve the issue as soon as practical.
3.2 Technical Support. Vic.ai will use commercially reasonable efforts to provide
technical support to Customer Users for the Services. Technical support may, at
Vic.ai’s sole discretion, include in-product, internet, chat, email and telephone.
4. Suspension of Access. You agree and acknowledge that Vic.ai may immediately suspend
your access to the Services at any time, without notice to you and without liability, and Vic.ai shall
have the right to withdraw or have returned any Data or Account Information at any time in its
sole discretion. If you are a Customer User or a Third Party User, if your access is suspended by
Vic.ai, you agree that your sole recourse, if any, shall be to contact the applicable Customer. You
agree and acknowledge that Vic.ai has no obligation to retain any Data or Account Information

unless otherwise agreed to in the Subscription Agreement. If you are a Customer User, you also
agree and acknowledge that Data may be irretrievably deleted including without limitation, if the
applicable Customer’s subscription is terminated. Without limiting the foregoing, Vic.ai may
immediately suspend your access to the Services at any time, without notice and without liability
(i) if Vic.ai suspects or receives notice that the Services or the use thereof actually or allegedly
infringes or violates any third party’s rights or violates any Applicable Laws or (ii) if Vic.ai
determines, in its sole discretion, that any improper activity or potential damage may impact the
Services (or any other Vic.ai product or service).
5. Term and Termination.
5.1 Term. If you are a Customer User, the term of this Agreement will commence on
the Customer Effective Date and continue through the Subscription Period unless
and otherwise terminated in accordance with this Section 5. If you are not a
Customer User, the term of this Agreement will commence on the date that Vic.ai
first makes the Services available to you and will continue until your access is
suspended or terminated by Vic.ai.
5.2 Termination. Vic.ai may terminate this Agreement immediately and without notice
to you if (i) Vic.ai determines, in its sole discretion, that you have breached any of
the terms of this Agreement, or (ii) for Customer Users, if the corresponding
Customer’s subscription is terminated at any time in accordance with the terms of
the Subscription Agreement. If you are a Third Party User, Vic.ai may terminate
this Agreement at any time, with or without notice.
5.3 Effect of Termination. Upon termination of this Agreement, your right to access or
use the Services (including any Data or Account Information) shall immediately
cease and Vic.ai will have no obligation to maintain, deliver or provide access to
any Data. Sections 6 (Ownership), 7 (Confidentiality), 8 (Disclaimers), 10
(Indemnification and Liability), 11 (General) and 12 (Legal Disputes) will survive
expiration or termination of this Agreement. Expiration or termination of this
Agreement shall immediately terminate all subscriptions and access rights granted
to you and as applicable any other party herein.

6. Ownership.
6.1 Reservation of Rights. All rights not expressly granted to you herein are expressly
reserved by Vic.ai. Vic.ai will retain ownership of the Services, including without
limitation, all related software, hardware, products, processes, algorithms, user
interfaces, know-how, techniques, designs and other tangible or intangible
technical material or information, and all copyrights, patents, trademarks, trade
secrets, know-how, databases, and other intellectual property rights (whether
registered or unregistered) relating to or embodied in the Services and any updates,
improvements, modifications or enhancements (including error corrections)
thereto, and all derivative works thereof. You will have no right, title, or interest in
or to the same except the rights expressly granted to you in Section 2.1. Nothing in
this Agreement will be deemed to grant, by implication, estoppel, or otherwise, a

license under any of Vic.ai’s or its licensors’ existing or future rights in or to the
Services except as expressly granted in Section 2.1. Vic.ai trade names, trademarks,
service marks, titles, and logos, and any goodwill appurtenant thereto, shall be
owned exclusively by Vic.ai and shall inure solely to the benefit of Vic.ai.
6.2 Data. Without limiting the terms of the Subscription Agreement and subject to
Section 2.4 of this Agreement, if you provide us with any Customer Data or
Account Information, you hereby grant to Vic.ai a limited, non-exclusive license to
use, copy, distribute and display Customer Data for purposes of (i) providing the
Services to you (and if you are a Customer User, to the corresponding Customer in

accordance with the terms of the Subscription Agreement), and (iii) the right to sub-
license and share any Customer Data (including without limitation, Account

Information) with other Third Party Users for their internal business purposes
within the Services. Notwithstanding the foregoing, Vic.ai shall be the sole and
exclusive owner of all Vic.ai Data and Derived Data and may use or otherwise share
such Vic.ai Data and Derived Data in its sole discretion.

7. Confidentiality; Vic.ai’s Security Obligations.
7.1 Confidential Information. You agree and acknowledge that any and all technical,
trade secret, or business information, including, without limitation, financial
information, business or marketing strategies or plans, product development or
customer information including without limitation, if you are a Third Party User,
any Data or Account Information, as applicable, which is disclosed to you by Vic.ai
or otherwise accessed by you during the term of this Agreement (the "Confidential
Information") is confidential and proprietary, constitutes trade secrets of Vic.ai,
Customer, or a third party who has authorized you to view such Confidential
Information, and, as such is of great value and importance to the success of the
Vic.ai or its Customer’s or third party’s partner’s business.
7.2 Exceptions. Confidential Information does not include information that is (i)
already known to the receiving party at the time of the disclosure; (ii) publicly
known at the time of the disclosure or becomes publicly known through no
wrongful act or failure of the receiving party; or (iii) subsequently disclosed to the
receiving party on a non-confidential basis by a third party not having a confidential
relationship with the disclosing party and which third party rightfully acquired such
information.
7.3 Obligations. If you are a Customer User, Vic.ai’s obligations with respect
confidentiality pertaining to your access to and use of the Services shall be limited
solely and exclusively to the confidentiality provisions of the corresponding
Subscription Agreement that apply to Vic.ai. You agree to maintain as confidential
and not disclose (except, for Customer Users, as is permitted in the Subscription
Agreement), copy, or use for purposes other than in connection with use of the
Services as authorized hereunder, the Confidential Information.
You agree to protect the Confidential Information with the same degree of care a

prudent person would exercise to protect its own confidential information and to
prevent the unauthorized, negligent, or inadvertent use, disclosure, or publication
thereof. You shall be liable under this Agreement to Vic.ai for any use or disclosure
in violation of this Agreement by your attorneys, accountants, or other advisors or
agents. For Customer Users, this Section 7.3 is in addition to, and without limiting,
any duties of confidentiality that you may owe to the corresponding Customer.
7.4 Vicai’s Security Obligations. Vic.ai will maintain an information security program
for the protection of Customer Data and Account Information, including
commercially reasonable administrative, physical and technical measures designed
to (i) protect the confidentiality, availability and integrity of Customer Data and
Account Information, and (ii) ensure the appropriate storage, disposal and
destruction of Customer Data and Account Information.

8. Disclaimers.
EXCEPT AS EXPRESSLY SET FORTH IN THE SUBSCRIPTION AGREEMENT,
VIC.AI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS,
IMPLIED, OR STATUTORY, REGARDING THE SERVICES AND ANY DATA OR
ACCOUNT INFORMATION, MATERIALS AND SERVICES PROVIDED HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE,

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-
INFRINGEMENT. VIC.AI DOES NOT REPRESENT OR WARRANT THAT THE SERVICES,

DATA OR ACCOUNT INFORMATION, OR ANY ASSOCIATED SERVICES WILL BE
AVAILABLE, ERROR FREE, COMPLETELY SECURE, VIRUS FREE, OR WITHOUT
INTERRUPTION, OR THAT THEIR FUNCTIONS WILL MEET ANY PARTICULAR
REQUIREMENTS, OR THAT PROGRAM DEFECTS OR ERRORS ARE CAPABLE OF
CORRECTION OR IMPROVEMENT. THE SERVICES MAY BE SUBJECT TO
LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE
INTERNET AND ELECTRONIC COMMUNICATIONS AND VIC.AI IS NOT RESPONSIBLE
FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM
SUCH PROBLEMS. YOU ACKNOWLEDGE THAT VIC.AI IS NOT RESPONSIBLE FOR
THE INTEGRITY OF INFORMATION, INCLUDING WITHOUT LIMITATION, DATA AND
ACCOUNT INFORMATION, INCLUDING COMPLETENESS, ACCURACY, VALIDITY,
AUTHORIZATION FOR USE AND INTEGRITY OVER TIME, AND VIC.AI SHALL NOT BE
RESPONSIBLE FOR ANY LOSS, DAMAGE OR LIABILITY ARISING OUT OF THE DATA
OR ACCOUNT INFORMATION, INCLUDING ANY MISTAKES CONTAINED IN THE
DATA, ACCOUNT INFORMATION, OR THE USE OR TRANSMISSION OF THE DATA OR
ACCOUNT INFORMATION. YOU ACCEPT SOLE RESPONSIBILITY FOR, AND
ACKNOWLEDGE THAT YOU EXERCISE YOUR OWN INDEPENDENT JUDGMENT IN,
YOUR SELECTION AND USE OF DATA OR ACCOUNT INFORMATION AND ANY
RESULTS OBTAINED THEREFROM.
IF YOU A THIRD PARTY USER, THEN WITHOUT LIMITING ANY OTHER
DISCLAIMER HEREIN, VIC.AI MAKES CUSTOMER DATA AND ACCOUNT
INFORMATION AVAILABLE TO YOU “AS IS” AND WITHOUT ANY WARRANTY
WHATSOEVER, AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. VIC.AI IS NOT

RESPONSIBLE FOR THE VALIDITY OR ACCURACY OF ANY DATA OR ACCOUNT
INFORMATION, OR FOR YOUR USE OF OR RELIANCE UPON DATA OR ACCOUNT
INFORMATION, INCLUDING YOUR USE OF THE SERVICES FOR PURPOSES OF
ANALYZING DATA OR ACCOUNT INFORMATION. VIC.AI SHALL HAVE NO
LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY, INCLUDING LIABILITY FOR
ANY DAMAGES, LOSSES, LIABILITIES, COSTS OR EXPENSES, FOR ANY
INACCURACIES, MISCALCULATIONS, MISSTATEMENTS OR OTHER ERRORS
CONTAINED IN THE DATA OR ACCOUNT INFORMATION.
9. Representations made by You.
9.1 You understand and acknowledge the content of the Customer Data or Account
Information, if any, including any deemed representations and warranties contained
therein.
9.2 You acknowledge that Vic.ai makes no representation or warranty with respect to
the output of the Services.
9.3 You represent, warrant and covenant that (i) you will comply with all Applicable
Laws with respect to your access to and use of the Services; and (ii) you have
received all third party consents and certifications necessary for the transmission of
Data to the Services, if applicable. Vic.ai is not responsible for ensuring that the
Services, or any portion thereof, is in compliance with your criteria for legal
compliance.
9.4 You acknowledge that Vic.ai and others including without limitation, Third Party
Users will rely upon the truth and accuracy of the foregoing acknowledgments,
representations and agreements in this Section 9 and otherwise in this Agreement.
You agree that, if any of the acknowledgments, representations or warranties are
no longer accurate, you will promptly notify Vic.ai. If you represent an entity on
whose behalf you are making such representations and warranties, you represent
that you have full power and authority to make such acknowledgments,
representations, and agreements on behalf of such entities.

10. Indemnification and Liability.
10.1 By User. If instructed by Vic.ai, you shall be responsible for defending, and in any
event indemnifying, and holding harmless Vic.ai and its affiliates and its and their
licensors, suppliers, officers directors, employees and agents, from and against any
and all claims arising out of or incurred as a result of: (i) any breach of this
Agreement by you; (ii) your use of the Services or any component thereof; and/or
(iii) any modification or unauthorized use of Data.
10.2 Process. You must give us prompt notice of any claim under Section 10.1. We
may elect to either defend the claim at your sole cost or otherwise allow you or if
you are a Customer User, Customer to defend the claim. We shall have the right,
at your cost, to employ counsel of its choice to participate in the defense of such
claim.

10.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, VIC.AI WILL NOT BE LIABLE TO YOU OR ANY
THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,
SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING
WITHOUT LIMITATION ANY LOSS OF USE, LOSS OF DATA, LOSS OF
BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR
SERVICES OR LOSS OF PROFIT OR REVENUE, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, THE SERVICES AND ANY
OTHER SERVICES RENDERED HEREUNDER (HOWEVER ARISING,
INCLUDING NEGLIGENCE), EVEN IF VIC.AI IS OR SHOULD HAVE BEEN
AWARE OF THE POSSIBILITY OF SUCH DAMAGES. VIC.AIs TOTAL
CUMULATIVE AND AGGREGATE LIABILITY TO YOU WILL NOT
EXCEED $500.

11. General.
11.1 Assignment. The Agreement and all rights and obligations hereunder are not
assignable or transferable by you without the prior written consent of Vic.ai, and
any attempt to do so shall be void. This Agreement will bind the parties’ successors
and permitted assigns.
11.2 Force Majeure. Vic.ai will not be in default or otherwise liable for any delay in or
failure of its performance under this Agreement if such delay or failure arises by
any reason beyond its reasonable control including without limitation, labor
disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials
or supplies, denial of service or other malicious attacks, telecommunications failure
or degradation, governmental orders and acts (including government-imposed
travel restrictions and quarantines), pandemics, material changes in law, war,
terrorism, riot, or acts of God (each, a “Force Majeure Events”).
11.3 Independent Contractor. You agree and acknowledge that you and Vic.ai are
independent contractors and nothing in this Agreement will be deemed to create
any agency, employee-employer relationship, partnership, or joint venture between
you and Vic.ai. You will not have or represent that you have the right, power or
authority to bind, contract or commit Vic.ai or to create any obligation on behalf of
Vic.ai without its express prior written consent.
11.4 Miscellaneous. Notices to you shall be sent to the address that Vic.ai has on file
with your user account. You agree that Vic.ai may communicate with you
electronically regarding administrative, security and other issues relating to your
use of the Services. Notwithstanding anything to the contrary herein, you agree that
any notices, agreements, disclosures or other communications that Vic.ai sends to
you electronically will satisfy any legal communication requirements, including
that such communications be in writing. The foregoing does not affect your
statutory rights. If any provision of this Agreement is held by a court of law to be
illegal, invalid, or unenforceable, the legality, validity, and enforceability of the
remaining provisions of this Agreement will not be affected or impaired thereby

and the illegal, invalid, or unenforceable provision will be deemed modified such
that it is legal, valid, and enforceable and accomplishes the intention of the parties
to the fullest extent possible. The failure of either party to enforce any provision of
this Agreement, unless waived in writing by such party, will not constitute a waiver
of that party’s right to enforce that provision or any other provision of this
Agreement. IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED
TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF
LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL
REMAIN IN EFFECT TO THE MAXIMUM ALLOWED BY APPLICABLE
LAW. This Agreement is made and entered into for the sole protection and benefit
of the parties hereto, no other person or entity shall be a direct or indirect
beneficiary of nor shall have any direct or indirect cause of action or claim in
connection with this Agreement. The enumeration herein of specific remedies shall
not be exclusive of any other remedies. Any delay or failure by any party to this
Agreement to exercise any right, power, remedy or privilege herein contained, or
now or hereafter existing under any applicable statute or law, shall not be construed
to be a waiver of such right, power, remedy or privilege, nor to limit the exercise
of such right, power, remedy, or privilege, nor shall it preclude the further exercise
thereof or the exercise of any other right, power, remedy or privilege. This
Agreement supersedes all prior discussions, understandings and agreements with
respect to its subject matter. This Agreement may only be modified by Vic.ai as set
forth in the fourth paragraph of this Agreement, or by the parties in a writing signed
by both parties.
12. Legal Disputes.
12.1 This Agreement and any action related thereto will be governed by the
Federal Arbitration Act, federal arbitration law, and the laws of the State of New
York, without regard to its conflict of laws provisions. Except as otherwise
expressly set forth in Section 13 (Dispute Resolution), the exclusive jurisdiction for
all Disputes (defined below) that you and Vic.ai are not required to arbitrate will be
the state and federal courts located in the County of New York, New York, and you
and Vic.ai each waive any objection to jurisdiction and venue in such courts.

13. Dispute Resolution.
13.1 Mandatory Arbitration of Disputes. We each agree that any dispute, claim or
controversy arising out of or relating to this Agreement or the breach, termination,
enforcement, interpretation or validity thereof or the use of the Services
(collectively, “Disputes”) will be resolved solely by binding, individual
arbitration and not in a class, representative or consolidated action or
proceeding. You and Vic.ai agree that the U.S. Federal Arbitration Act governs the
interpretation and enforcement of this Agreement, and that you and Vic.ai are each
waiving the right to a trial by jury or to participate in a class action. This arbitration
provision shall survive termination of this Agreement.

13.2 Exceptions. As limited exceptions to Section 13.1 above: (i) we both may seek to
resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the
right to seek injunctive or other equitable relief from a court to prevent (or enjoin)
the infringement or misappropriation of our intellectual property rights.
13.3 Conducting Arbitration and Arbitration Rules. The arbitration will be conducted
by the American Arbitration Association (“AAA”) under its Consumer Arbitration
Rules (the “AAA Rules”) then in effect, except as modified by this Agreement. The
AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party
who wishes to start arbitration must submit a written Demand for Arbitration to
AAA and give notice to the other party as specified in the AAA Rules. The AAA
provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live,
unless we both agree to a different location. The parties agree that the arbitrator
shall have exclusive authority to decide all issues relating to the interpretation,
applicability, enforceability and scope of this arbitration agreement.
13.4 Arbitration Costs. Payment of all filing, administration and arbitrator fees will be
governed by the AAA Rules.
13.5 Injunctive and Declaratory Relief. Except as provided in Section 13.2 above, the
arbitrator shall determine all issues of liability on the merits of any claim asserted
by either party and may award declaratory or injunctive relief only in favor of the
individual party seeking relief and only to the extent necessary to provide relief
warranted by that party's individual claim. To the extent that you or we prevail on
a claim and seek public injunctive relief (that is, injunctive relief that has the
primary purpose and effect of prohibiting unlawful acts that threaten future injury
to the public), the entitlement to and extent of such relief must be litigated in a civil
court of competent jurisdiction and not in arbitration. The parties agree that
litigation of any issues of public injunctive relief shall be stayed pending the
outcome of the merits of any individual claims in arbitration.
13.6 Class Action Waiver. YOU AND VIC.AI AGREE THAT EACH MAY BRING
CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL
CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY
PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if
the parties’ dispute is resolved through arbitration, the arbitrator may not
consolidate another person's claims with your claims, and may not otherwise
preside over any form of a representative or class proceeding. If this specific
provision is found to be unenforceable, then the entirety of this Section 13 (Dispute
Resolution) shall be null and void.
13.7 Effect of Changes on Arbitration. Notwithstanding anything to the contrary in this
Agreement, if Vic.ai changes any of the terms of this Section 13 (Dispute
Resolution) after the date you most recently accepted this Agreement, you may
reject any such change by sending us written notice (including by email to

legal@vic.ai) within 30 days of the date such change became effective, as indicated
in the “Last Updated” date above or in the date of Vic.ai’s email to you notifying
you of such change. By rejecting any change, you are agreeing that you will
arbitrate any Dispute between you and Vic.ai in accordance with the terms of this
Section 13 (Dispute Resolution) as of the date you most recently accepted this
Agreement.
13.8 Severability. With the exception of any of the provisions in Section 13.6 of this
Agreement ("Class Action Waiver"), if an arbitrator or court of competent
jurisdiction decides that any part of this Agreement is invalid or unenforceable, the
other parts of this Agreement will still apply.
Exemption from the clauses; 12,13.
For all clients with headquarters in the Nordic region Norwegian law shall apply. Oslo
City Court (Oslo tingrett) is agreed as the chosen legal venue.