Software Subscription Agreement

Effective Date: August 26 2021

This Vic.ai Software Subscription Agreement (this “Agreement”), is effective as of August 2021 (the “Effective Date”), and is by and between XFO Financials Inc. dba. Vic.ai (“Vic.ai”)and the Customer (“Customer”)and governs Customer’s access to and use of the Subscription Services and Support Services that Customer receives from Vic.ai.

 1. DEFINITIONS.  

“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 its customers through the Subscription Services or to Vic.ai in connection with Customer’s Use of the Subscription Services, but excluding, for clarity, Derived Data and any other Vic.ai IP.

“Derived Data” means any data insights, data models, or data sets that are derived from (i) any Customer Materials; or (ii) Customer’s, its Authorized Users’ and/or its clients’ Use of the Subscription Services.  Derived Data will not include information that is able to identify Customer or specific bills and/or clients of Customer.  

“Documentation” means the introductory presentation, user training, training materials, knowledge center, and other similar materials in hard copy or electronic form if and as provided by Vic.ai to Customer (including any revised versions thereof) relating to the Subscription Services, which may be updated from time to time upon notice to Customer.

“Feedback” means any suggestions, comments, feedback or the like with regard to the Subscription Services that Customer or its employees, contractors, or representatives may provide to Vic.ai.

“Licensed Volume” means the limits, number of seats, volume or other measurement or conditions of permitted Use for the applicable Subscription Service as set forth in the applicable Order Form, including any limits on the number of Authorized Users permitted to Use the Subscription Services based on Customer’s subscription tier.

“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 this Agreement and sets forth the applicable Subscription Services and/or Support Services to be provided by Vic.ai.

“Stripe” means Stripe, Inc.  

“Subscription Services” means Vic.ai’s AI platform for remote accounting firms and enterprise finance as more particularly described or identified in the applicable Order Form.  

“Support Services” means technical assistance and customer service provided by Vic.ai in connection with the Subscription Services using various means, including in-product, internet, chat, email, and telephone, some of which may require payment of additional fee(s) as more particularly described or identified in the applicable Order Form.  

“Use” means to use and access the Subscription Services in accordance with this Agreement and the Documentation.

“User Content” means anything (other than Feedback) that Customer (or its’ Authorized Users) may post or otherwise make available through the Subscription Services.  

“Vic.ai IP” means the Subscription Services, the underlying software, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Subscription Services or any Support Services, Documentation and Derived Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all intellectual property rights in and to any of the foregoing.  

2. SUBSCRIPTION SERVICES.

(a) Services. Vic.ai will provide access to the Subscription Services and the Support Services to Customer in accordance with the terms and conditions set forth in the applicable Order Form and this Agreement and any limitations, including without limitation, in connection with the Licensed Volume.  

(b) Right to Use the Subscription Services. As between Customer and Vic.ai, Vic.ai owns and retains all right, title and interest in and to the Subscription Services, the Support Services and the Documentation, including all intellectual property rights therein and Customer further assigns to Vic.ai any Feedback provided by or on behalf of Customer.  Subject to Customer’s compliance with the terms and conditions of this Agreement, Vic.ai hereby grants to Customer a limited, non-exclusive, non-transferable (except pursuant to Section ‎15(a)) right to Use the Subscription Services in accordance with, and subject to, the Licensed Volume during the applicable Term for Customer’s internal business purposes. Subject to the limited rights expressly granted hereunder, Vic.ai reserves and, as between the Parties will solely own, the Vic.ai IP and all rights, title and interest in and to the Vic.ai IP (provided that, with respect to Derived Data, Vic.ai shall not attempt to re-identify any Derived Data or use any Derived Data in identifiable form).  No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

(c) Use Restrictions. Customer will not and will not permit any person or entity (including, without limitation, Authorized Users and its clients) to, directly or indirectly: (i) copy, modify or create any derivative work of any portion of the Subscription Services or the Documentation; (ii) reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to any software component of the Subscription Services, in whole or in part; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Subscription Services to any other person or entity, or otherwise allow any person or entity to Use the Subscription Services for any purpose other than for the benefit of Customer in accordance with this Agreement; (iv) Use the Subscription Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person or entity, or that violates any applicable law; (v) Use the Subscription Services, Documentation or any other Vic.ai Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Subscription Services, or (vi) collect or upload any personally identifiable information from or to the Subscription Services, except as authorized by the relevant subject.

(d) Authorized Users. Customer will not allow any person or entity other than its employees, its clients, or contractors that it authorizes to Use the Subscription Services on its behalf (“Authorized Users”). Customer may permit Authorized Users to Use the Subscription Services, provided that (i) the Use, including the number of Authorized Users, does not exceed the Licensed Volume; and (ii) Customer ensures that all Authorized Users comply with the terms and conditions of this Agreement and the Terms of Use located here [insert link], including, without limitation, with Customer’s obligations and the restrictions set forth in Section ‎2(c).  Vic.ai may suspend or terminate any Authorized User’s access to the Subscription Services upon notice to Customer in the event that Vic.ai reasonably determines that such Authorized User has violated this Agreement. Customer is responsible for all acts or omissions by its Authorized Users in connection with their Use of the Subscription Services. Each account for the Subscription Services may only be accessed and used by the specific Authorized User for whom such account is created.

(e) Account Sign-Up.  Customer agrees to keep its account profile information accurate, complete, and current.  Customer may be required to create or sign up for an account (or sign in ) with Vic.ai.  To help avoid unintended access to Customer’s account or profile information, the Subscription Services may be designed to automatically sign Customer out of its account (and require sign in), including after periods of inactivity.  When signing up or using the Subscription Services, Customer may be prompted to create a (one-time) private encryption key or passport in connection with its account and data files.  Once created, Customer (and any Authorized Users) must take care to memorize or securely store all passwords and encryption keys. If Customer forgets or misplaces an encryption key, Customer may lose access to its data that is encrypted with that key. Vic.ai is not responsible or liable for passwords or encryption keys stored insecurely, forgotten, or misplaced, or for any unauthorized access or inability to retrieve or recover access to data resulting from such unsecured, forgotten, or misplaced passwords or encryption keys.  

3. SUPPORT SERVICES; AVAILABILITY.  

(a) Support Services. The terms and conditions that govern the offering or provision of the Support Services are subject to change as may be announced by Vic.ai from time to time.  Please consult the Vic.ai website (currently accessible at http://www.vic.ai/) for the most up-to-date information relating to support and any associated fees, as well as information regarding updates to the Subscription Services.  By using the Support Services, Customer authorizes Vic.ai to collect certain company data files in order to provide Customer with a better customer support experience.  Only those Customers with specified subscriptions (active, paid accounts in good standing) and an included or paid support plan have access to the Support Services.  If Customer’s particular subscription plan does not include support, Customer will have to pay a fee to access the Support Services.

(b) 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, and will endeavor to send advance notice (which may be posted within the Services or otherwise) of such planned maintenance. 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.

4. ADDITIONAL SERVICES.  If Customer wishes to receive additional services from Vic.ai, in addition to the Subscription Services and Support Services, such additional services will be subject to additional terms and conditions as set out in the Order Form or an addendum to this Agreement, in each case, that is executed by both the Customer and Vic.ai.

5. FEES.

(a) Overview. In consideration for Vic.ai providing the Subscription Services and the Support Services, Customer will pay Vic.ai the non-refundable fees set forth in the applicable Order Form (“Fees”) in accordance with the payment terms set forth therein and without offset or deduction. Payments will be billed to Customer in U.S. dollars.  Except as otherwise provided in the relevant Order Form or agreed by the Parties, Vic.ai will issue invoices to Customer during the Term, and Customer will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and Vic.ai may suspend Subscription Services and Support Services until all payments are made in full.  Customer will reimburse Vic.ai for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest. Vic.ai reserves the right to change the Fees upon ninety (90) days’ notice prior to the end of the then-current Term.

(b) Automatic Billing. If Customer has signed up for automatic billing, Vic.ai will charge Customer’s selected payment method (being (i) a valid credit card acceptable to Vic.ai; (ii) a valid debit card acceptable to Vic.ai; (iii) sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or (iv) by another payment option Vic.ai provides to Customer in writing) for any Fees on the applicable payment date, including any applicable taxes. If Vic.ai cannot charge Customer’s selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts, and Vic.ai will attempt to charge the payment method again as Customer may update its payment method information. Additionally, if Customer’s payment and registration information is not accurate, complete and current, and Customer does not notify Vic.ai when such information changes, Vic.ai reserves the right to suspend or terminate Customer’s account, terminate Customer’s license and refuse any further use of the Subscription Services.  In accordance with local law, Vic.ai may update information regarding Customer’s selected payment method if provided such information by Customer’s financial institution.

(c) Stripe. Payment processing services for Customers are provided by Stripe and are subject to the Stripe Terms of Service (www.stripe.com/legal).  By agreeing to this Agreement, Customer agrees to be bound by the Stripe Terms of Service, as may be modified by Stripe from time to time.

6. CUSTOMER MATERIALS AND USER CONTENT.

(a) Customer Materials. Vic.ai acknowledges that, as between Customer and Vic.ai, Customer owns and retains all right, title and interest in and to all Customer Materials. Vic.ai may use, display and modify the Customer Materials solely to provide and improve the Subscription Services and Support Services during the Term (as defined below).

(b) Permissions to User Content.  By making any User Content available through the Subscription Services, Customer hereby grants to Vic.ai a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform Customer’s User Content in connection with operating and providing the Subscription Services.

(c) Customer Responsibility for User Content. Customer is solely responsible for all its User Content. Customer represents and warrants that it has (and will have) all rights that are necessary to grant Vic.ai the license rights in its User Content under this Agreement. Customer represents and warrants that neither its User Content, nor its use and provision of its User Content to be made available through the Subscription Services, nor any use of its User Content by Vic.ai on or through the Subscription Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

(d) Removal of User Content. Customer can remove its User Content by specifically deleting it. Customer should know that in certain instances, some of its User Content (such as posts or comments Customer makes) may not be completely removed and copies of Customer’s User Content may continue to exist on the Subscription Services. To the maximum extent permitted by law, Vic.ai are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of Customer’s User Content.

(e) Vic.ai’s Intellectual Property. Vic.ai may make available through the Subscription Services content that is subject to intellectual property rights. Vic.ai retains all rights to that content.

7. DERIVED DATA. The Parties acknowledge and 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 Customer or specific bills and / or clients.

8. REPRESENTATIONS AND WARRANTIES.

(a) Each Party represents and warrants to the other Party that: (a) it has full power and authority to enter into this Agreement; and (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary actions and do not violate its organizational documents.

(b) Customer represents and warrants that Vic.ai’s use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third-party.

9. TERM. The initial term of this Agreement begins on the Effective Date and expires after one year, or as otherwise specified in the relevant Order Form (the “Initial Term”). Except as otherwise set forth in the Order Form, following the Initial Term, this Agreement will automatically renew for additional periods of the same duration as the Initial Term (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless either Party provides the other with at least sixty (60) days’ written notice of its intent not to renew this Agreement prior to the end of the then-current Term.

10. TERMINATION. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and, if able to be cured, such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach. Vic.ai may further terminate this Agreement immediately upon written notice to Customer in the event that Customer breaches Sections ‎2(b), ‎2(c) or ‎2(d), or infringes or otherwise violates Vic.ai’s intellectual property rights in and to the Subscription Services.

11. EFFECT OF TERMINATION.

(a) Upon expiration or termination of an Order Form (other than termination pursuant to Section ‎10), each other Order Form that is then-in effect will remain in effect for the duration of the then-current Term of such Order Form.

(b) Upon expiration or termination of each Order Form: (i) each Party will make no further use of any Confidential Information belonging to the other Party, and will promptly return to the other Party (or destroy) all Confidential Information of the other Party in its possession or control, except for any archived electronic communications which may be stored confidentially, (ii) Customer’s and its Authorized Users’ right to Use the Subscription Services pursuant to such Order Form will immediately terminate; and (iii) all Fees owed by Customer to Vic.ai pursuant to such Order Form will be immediately due.

(c) The rights and obligations of Vic.ai and Customer contained in Sections ‎5 (“Fees”) ‎6 (“Customer Materials and User Content”), ‎11 (“Effect of Termination”), ‎12 (“Confidentiality”), ‎13 (“Disclaimer; Limitation of Liability”), ‎14 (“Indemnification”), and ‎15 (“Miscellaneous”) will survive any expiration or termination of this Agreement and Order Forms.

12. CONFIDENTIALITY.  

(a) Confidentiality. As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Subscription Services, Documentation, and Derived Data will be deemed Confidential Information of Vic.ai.  The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that Vic.ai may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Derived Data. The Receiving Party may disclose Confidential Information of the Disclosing Party only: (i) to those of its employees, contractors, agents and advisors who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure. The terms and conditions of this Agreement will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.

(b) Exclusions. Confidential Information shall not include any information: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without access to or use of any Confidential Information of the Disclosing Party that can be evidenced in writing; or (iv) is rightfully obtained by the Receiving Party from a third-party without restriction on use or disclosure.

(c) Security.  Vic.ai shall maintain an information security program for the protection of Customer Materials including commercially reasonable administrative, physical and technical measures designed to (i) protect the confidentiality, availability and integrity of Customer Materials, and (ii) ensure the appropriate storage, disposal and destruction of Customer Materials.

13. DISCLAIMER; LIMITATION OF LIABILITY.

(a) Disclaimer. THE SUBSCRIPTION SERVICES, SUPPORT SERVICES, AND OTHER VIC.AI IP ARE PROVIDED ON AN “AS IS” BASIS, AND VIC.AI MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER, ITS AUTHORIZED USERS, OR TO ANY OTHER PARTY REGARDING THE VIC.AI IP, THE SUBSCRIPTION SERVICES, SUPPORT SERVICES OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIC.AI HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, VIC.AI HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE SUBSCRIPTION SERVICES OR SUPPORT SERVICES WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED. ADDITIONALLY, VIC.AI DOES NOT GIVE PROFESSIONAL ADVICE AS PART OF THE SUBSCRIPTION SERVICES AND THE SUPPORT SERVICES.  UNLESS SPECIFICALLY INCLUDED IN THE SUBSCRIPTION SERVICES, VIC.AI IS NOT IN THE BUSINESS OF PROVIDING LEGAL, FINANCIAL, ACCOUNTING, TAX, HEALTH CARE, REAL ESTATE OR OTHER PROFESSIONAL SERVICES OR ADVICE. CONSULT THE SERVICES OF A COMPETENT PROFESSIONAL WHEN CUSTOMER NEEDS THIS TYPE OF ASSISTANCE.

(b) Exclusion of Damages. EXCEPT FOR (I) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, (II) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS AND (III) INFRINGEMENT OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE VIC.AI IP OR THE PROVISION OF THE SUBSCRIPTION SERVICES AND SUPPORT SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

(c) Total Liability.  IN NO EVENT WILL VIC.AI’S TOTAL LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS IN CONNECTION WITH THIS AGREEMENT, THE VIC.AI IP OR THE PROVISION OF THE SUBSCRIPTION SERVICES OR SUPPORT SERVICES EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO VIC.AI IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT VIC.AI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

(d) Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION ‎13 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN VIC.AI AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.

14. INDEMNIFICATION.

(a) Indemnification by Vic.ai. Subject to Section ‎14(b), Vic.ai will defend Customer against any claim, suit or proceeding brought by a third-party (“Claims”) alleging that Customer’s Use of the Subscription Services infringes or misappropriates such third party’s intellectual property rights, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by Vic.ai (including reasonable attorneys’ fees) resulting from such Claim.

(b) Exclusions. Vic.ai’s obligations under Section ‎14(a) will not apply if the underlying Claim arises from or as a result of: (i) Customer’s breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Materials; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Subscription Services that have been provided by Vic.ai; (iv) modifications to the Subscription Services by anyone other than Vic.ai; or (v) combinations of the Subscription Services with software, data or materials not provided by Vic.ai.

(c) Indemnification by Customer. Customer will defend (or settle), indemnify and hold harmless Vic.ai from and against any damages and liabilities (including court costs and reasonable attorneys’ fees) awarded in a final judgment against Vic.ai, and amounts agreed to in settlement with respect to each of the foregoing, to the extent arising from a Claim against Vic.ai that: (i) the Customer Materials or its use by Vic.ai in accordance with this Agreement infringes, misappropriates or violates a third-party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; (ii) is based on Customer’s or an Authorized User’s Use of the Subscription Services or Documentation to the extent such Use was not in accordance with this Agreement; (iii) is based on the manufacture, sale, distribution or marketing of any Customer’s products or services; or (iv) is based on a breach of Section ‎2(c) by Customer. Customer’s obligations under this Section ‎14(c) are contingent upon: (1) Vic.ai providing Customer with prompt written notice of such Claim (but in any event notice in sufficient time for Customer to respond without prejudice); (2) Customer having the exclusive right to defend or settle such Claim; and (3) Vic.ai providing all reasonably necessary cooperation to Customer, at Customer’s expense, in the defense and settlement of such Claim. Vic.ai may participate in the defense of any Claim at its own expense.

15. MISCELLANEOUS.

(a) Assignment. Customer may not assign or transfer this Agreement, by operation of law or otherwise, without Vic.ai’s prior written consent, and any attempted assignment or transfer in violation of the foregoing will be null and void. Vic.ai may, however, assign all of its rights and obligations under this Agreement without consent from Customer to an affiliate or an acquirer or successor in interest in connection with a merger, acquisition or sale of all or substantially all of Vic.ai’s assets, stock or business. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties’ and their respective successors and permitted assigns.

(b) Entire Agreement. This Agreement, including any Order Forms, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both oral and written, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the Parties.

(c) Restricted Rights. The Subscription Services and Documentation are “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and other relevant government procurement regulations. Any use, duplication, or disclosure of the Subscription Services or Documentation by or on behalf of the U.S. government is subject to restrictions as set forth in this Agreement.

(d) Export Regulation. Customer will fully comply with all applicable federal laws, regulations and rules that prohibit or restrict the export or re-export of the Subscription Services or software, or any Customer Materials, outside the United States (“Export Rules”), and will complete all undertakings required by Export Rules, including obtaining any necessary export license or other governmental approval.

(e) Force Majeure. Neither Party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, which may include, 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, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God (each, a “Force Majeure Event”).

(f) Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the state of New York without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in New York, New York and the Parties irrevocably consent to the personal jurisdiction and venue therein.  

(g) Notices. All notices required or permitted under this Agreement will be in writing (email being sufficient), will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; (iii) when sent by email, on the date the email was sent with without a bounce back message if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party; or (iv) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. All notices (a) to Vic.ai will be sent to Vic.ai, Address: 228 Park Ave S, Suite 48791, New York, NY 10003, Attn: Legal, e-mail: legal@vic.ai, and (b)  to Customer will be sent to the addresses set forth in the applicable Order Form; or to such other address as may be specified by either Party to the other Party in accordance with this Section ‎15(g).

(h) Relationship Between the Parties. The relationship between the Parties is that of independent contractors. Nothing in this Agreement will be construed to establish any partnership, joint venture or agency relationship between the Parties. Neither Party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other Party’s prior written consent.

(i) No Third-party Beneficiaries. Unless otherwise expressly provided, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person or entity other than the Parties and their respective successors and assigns.

(j) Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.

(k) Non-Exclusive Remedies. Except as set forth in this Agreement, the exercise by either Party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.  

(l) Waiver. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.  

(m) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.