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Software License Agreement for Vic.ai

 

VIC.AI SOFTWARE END USER LICENSE AGREEMENT (US)

Thank you for selecting the Software platform offered by XFO Financials Inc. and/or its subsidiaries and affiliates (referred to as "XFO," "we," "our," or "us"). Review these license terms ("Agreement") thoroughly. This Agreement is a legal agreement between you and XFO. By clicking "I Agree," indicating acceptance electronically, or by installing, accessing or using the Software platform, you agree to these terms. If you do not agree to this Agreement, then you may not use the Software platform.

Section A

GENERAL TERMS

1. AGREEMENT

1.1 This Agreement describes the terms governing your use of the XFO Software platform including content, updates and new releases (collectively, the “Software”). It includes by reference:

• XFO's Privacy Statement provided to you in the Software and available on the website or provided to you otherwise;
• Additional Terms and Conditions, which may include those from third parties; and
• Any terms provided separately to you for the Software, including product or program terms, ordering, activation, payment terms, etc.

2. LICENSE GRANT AND RESTRICTIONS

2.1 The Software is protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to use the Software, and XFO reserves all other rights in the Software not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this Agreement, XFO grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the Software only for the period of use provided in the ordering and activation terms, as set forth in this Agreement, or in accordance with XFO’s then-current product discontinuation policies, as updated from time to time, and only for the purposes described by XFO for the Software.

2.2 You acknowledge and agree that the Software is licensed, not sold. You agree not to use, nor permit any third party to use, the Software in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

• Provide access to or give the Software or any part of the Software to any third party;
• Reproduce, duplicate, modify, copy, deconstruct, reverse-engineer, sell, trade or resell the Software;
• Transfer your license to the Software to any other party;
• Attempt unauthorized access to any other XFO systems that are not part of the Software;
• Permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, hosting service, or other arrangement; or
• Make the Software available on any file-sharing or application hosting service.

3. PAYMENT. For Software licensed on a payment or subscription basis, the following terms apply, unless XFO notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you for the Software:

a. Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Software.

b. You must pay with one of the following:
1. A valid credit card acceptable to XFO;
2. A valid debit card acceptable to XFO;
3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
4. By another payment option XFO provides to you in writing.

c. If your payment and registration information is not accurate, current and complete, and you do not notify us promptly when such information changes, we may suspend or terminate your account, terminate your license and refuse any further use of the Software.

d. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

e. XFO will automatically renew your monthly, quarterly, or annual subscription at the then-current rates, unless the Software license or subscription is cancelled or terminated under this Agreement.

f. Additional cancellation or renewal terms may be provided to you on the website for the Software.

4. YOUR PRIVACY AND PERSONAL INFORMATION. You can view XFO’s Privacy Statement provided with the Software and on the website for the Software. You agree to the applicable XFO Privacy Statement, and any changes published by XFO. You agree that XFO may use and maintain your data according to the XFO Privacy Statement, as part of the Software. This means that XFO may use your data to improve the Software or to design promotions and to develop new products or services. XFO is a global company and may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.

5. CONTENT

5.1 You are responsible for your content. You are responsible for all materials ("Content") uploaded, posted or stored through your use of the Software. You grant XFO a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Software. Archive your Content frequently. You are responsible for lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. XFO is not responsible for the Content or data you provide through your use of the Software.

You agree not to use the Software, nor permit any third party to use, the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

a. Illegal, fraudulent defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;

b. Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;

c. Except as permitted by XFO in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;

d. Virus, trojan horse, worm or other disruptive or harmful software or data; and

e. Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.

5.2 Community forums. The Software may include a community forum or other social features to exchange Content and information with other users of the Software and the public. XFO does not support and is not responsible for the content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which XFO is not responsible.

5.3 XFO may freely use feedback and insights you provide. You agree that XFO may use your feedback, suggestions, or ideas (including, without limitation, the way that you interact with the Software) in any way, including in future modifications of the Software, other products or services, advertising or marketing materials. You grant XFO a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to XFO in any way.

5.4 XFO may monitor your Content. XFO may, but has no obligation to, monitor content on the Software. We may disclose any information necessary to satisfy our legal obligations, protect XFO or its customers, or operate the Software properly. XFO, in its sole discretion, may refuse to post, remove, or refuse to remove, any content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

6. ADDITIONAL TERMS

6.1 XFO does not give professional advice. Unless specifically included with the Software, XFO 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 you need this type of assistance.

6.2 We may tell you about other XFO Services. You may be offered other services, products, or promotions by XFO ("XFO Services"). Additional terms and conditions and fees may apply. With some XFO Services you may upload or enter data such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant XFO permission to use information about your business and experience to help us to provide the XFO Services (including other products and services you might be interested in), to develop new products and services, and to enhance the Software.

6.3 COMMUNICATIONS. XFO may be required by law to send you communications about the Software or Third Party Products. You agree that XFO may send these communications to you via email or by posting them on our websites.

6.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for access to the Software and to contact XFO If you become aware of any unauthorized access to your account. The Software may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Software. You agree to receive these updates.

7. DISCLAIMER OF WARRANTIES

7.1 YOUR USE OF THE SOFTWARE AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XFO, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE. XFO AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

7.2 XFO, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

8. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF XFO, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, XFO, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET XFO SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF XFO AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF XFO, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND ITS USE.

You agree to indemnify and hold XFO and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Software or breach of this Agreement (collectively referred to as "Claims"). XFO reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by XFO in the defense of any Claims.

9. CHANGES. We reserve the right to change this Agreement at any time, and the changes will be effective when posted on our website for the Software or when we notify you by other means. We may also change or discontinue the Software, in whole or in part. Your continued use of the Software indicates your agreement to the changes.

10. TERMINATION. XFO may, in its sole discretion and without notice, restrict, deny, terminate this Agreement, or suspend the Software, related online services, or other XFO Services effective immediately, in whole or in part, for suspicion of fraud, security, illegal activity or unauthorized access issues to protect the integrity of the Software or our Services or systems and comply with applicable XFO policy, or if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Software or applicable services and any outstanding payments will become due. Any termination of this Agreement shall not affect XFO’s rights to any payments due to it. XFO may terminate a free account at any time. Sections 2.2, 3 through 14 will survive and remain in effect even if the Agreement is terminated.

11. EXPORT RESTRICTIONS. You acknowledge that the Software, its related website, online services, and other XFO Services, including the mobile application, delivered by XFO are subject to restrictions under applicable US export control laws, including US trade embargoes and sanctions and security requirements, and applicable country or local laws to the extent compatible with US laws. You agree that you will comply with these laws and regulations, and will not export, re-export, import or otherwise make available products and/or technical data in violation of these laws and regulations, directly or indirectly.

12. GOVERNING LAW. New York state law governs this Agreement without regard to its conflicts of laws provisions.

13. DISPUTES. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE XFO SOFTWARE OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply New York law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND XFO ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.

To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to XFO Financials Inc., in care of our registered agent LegalInc Corporate Services Inc., 2035 Sunset Lake Road Suite B-2, Newark, DE 19702. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules.. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section 13 shall survive expiration, termination or rescission of this Agreement.

14. GENERAL. This Agreement, including Additional Terms below is the entire agreement between you and XFO and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of XFO. However, XFO may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by XFO or (c) a successor by merger. Any assignment in violation of this Section 14 shall be void.

Rev June 2018
______________________

Section B

ADDITIONAL TERMS AND CONDITIONS FOR VIC.AI SOFTWARE

IMPORTANT NOTICE. USE LIMITATIONS: Your license to use the Software and related Services (if any) is subject to the General End User License Agreement terms above and the Additional Terms and Conditions below. The Additional Terms and Conditions BELOW shall prevail over any conflict or inconsistency with the General End User License Agreement terms above.

1. DEFINITIONS. For purposes of this Section B, certain capitalized words and phrases used in this Section have the meaning defined below. Other capitalized terms and their defined meaning are also provided embedded elsewhere within the text of this Agreement.

1.1. “Applications” means XFO Applications and Third Party Applications.

1.2. “Authorized User(s)” means any and all individuals (e.g., your accountant or trusted financial advisor, etc.) who you designate or authorize to access and/or modify your Software data on your behalf.

1.3. “Beta Features” means any new or updated non-commercially available Software features which XFO may from time to time make available for your use, Trial, and feedback.

1.4. “Data Transfer” means the process of transferring or sharing, upon your authorization, your Software data with or to one or more Applications.

1.5. [Intentionally Left Blank]

1.6. “Enhancement(s)” means any and all minor enrichments to the Software, such as new or improved features, functionality, compatibility, performance, or other content or information. For clarity, Enhancements exclude Updates and Upgrades.

1.7. “XFO Application(s)” means any and all products or Services developed by XFO that you use and/or authorize to access your Software data.

1.8. “VIC.AI” is used to refer to the version of the Software primarily designed for access and use as an online-hosted Service.

1.9. [Intentionally Left Blank]

1.10. “Service(s)” is used in this Section B to refer to the various systems, facilitative processing operations, functionality, or other features, including but not limited to support and maintenance, or other products or promotions which may be provided or made accessible to you in or through the Software as a standalone or online-hosted offering.

1.11. “Software” has the meaning defined furthest above in Section A.1.1., and includes the VIC.AI software that is the object of this Agreement, any XFO-provided Services, software, applications, programs, tools, and other components accessible in or through VIC.AI, as well as all Updates that you may be eligible to receive based on the license or Subscription purchased as set forth below. For clarity, Software excludes Upgrades.

1.12. “Subscription” or “Subscription Plan” refers to the payment of fees on a monthly, quarterly, or annual basis for a license to access and use the Software or Services.

1.13. “Third Party Application(s)” means each and all products or Services developed by third parties that you use in or through the Software and/or authorize to access your Software data.

1.14. “Trial” means any add-on or other software, products, Services, functionality, or features, which may be offered by XFO or a third-party for your use on a limited or short-term basis.

1.15 [Intentionally Left Blank]

1.16. “Updates” means Software bug fixes and error corrections generally provided to users of your specific version of the Software, when-and-if they are made available. For clarity, Updates exclude Enhancements and Upgrades.

1.17. “Upgrades” means each and all major or significant future-released versions of the full or complete Software. For clarity, Upgrades exclude Enhancements and Updates.

1.18. “you” and “your” as used throughout this Agreement means the individual person, or the legal entity on whose behalf such person acts, that licenses the Software and is identified by name during the Software account creation and registration process.

2. REGISTERING THE SOFTWARE; ACCOUNT SIGN UP OR SIGN-IN; REGISTRATION DATA

2.1. Registering the Software. You agree to keep your account profile information accurate, complete, and current. Allowing or enabling others to use your login or registration information if any, is strictly prohibited.

2.2. Account Sign Up or Sign In. You may be required to create or sign up for an account (or sign in) with XFO To help avoid unintended access to your account or profile information, the Software may be designed to automatically sign you out of your account (and require sign in), including after periods of inactivity. When signing up or using the Software, you may be prompted to create a (one-time) private encryption key or password in connection with your account and data file(s). Once created, please take care to memorize or securely store all passwords and encryption keys. If you forget or misplace an encryption key, you may lose access to your data that is encrypted with that key. XFO 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.

2.3. Registration Data. Your data, including your registration information, will be collected and used as provided in this Agreement and in accordance with our privacy policies, which can be found by accessing the Privacy link on the website for the Software. If and when you connect to the internet and use the Software, XFO may also gather certain kinds of information which XFO may use to improve the Software in future releases and/or improve or develop other XFO products, better customize your experience with the Software in future releases, and present you with improved XFO marketing offers.

3. LICENSES, LICENSE GRANT; LIMITATIONS AND RESTRICTIONS

3.1. Licenses, License Grant. Provided that you comply with all of the terms and conditions of this Agreement, XFO grants you the following license rights:

3.1.1. Trial-User License. From time to time, XFO or certain third parties may offer certain Trials and the opportunity to use them for a finite period of time (“Trial Period”). If you have signed up to use any Trial version or Subscription in the United States:

3.1.1.1. You are granted a limited non-exclusive license during the Trial Period to use the Trial so that 1 individual may access the Trial version or Subscription on a single computer. You may print 1 copy of any online user documentation in relation to the Trial version or Subscription, however, you cannot make multiple copies of any online user documentation or printed materials that accompany the Trial (if any); and

3.1.1.2. Your license to use any Trial is valid only for the Trial Period. You understand that upon expiration of your Trial user license, you must purchase a license for the particular software, product, or Service or sign up for the Subscription in order to continue using or accessing the applicable software, product, or Service and to retain any Content (defined furthest above in Section A.5.) that you have entered into or created within the software, product, or Service data file, or posted or uploaded during the Trial Period. If you do not purchase the particular software, product, or Service license or Subscription by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Trial software, product, or Services during the Trial Period, if you decide not to purchase the license or Subscription for the full version of the applicable software, product, or Services, you will not be able to access or retrieve any of the Content and data you added, uploaded, or created with the Trial during the Trial Period.

3.1.3. Subscription Licensing. If you purchased a Subscription, the terms of this Agreement will govern your use of the Software and provided that the duration of such license will be based on the Subscription model or plan you have elected.

4. OTHER SERVICES, TOOLS, AND FEATURES

4.1. Other XFO Offerings. Active subscribers may or may not have access to additional XFO offerings during the term of their Subscription on a when-and-if available basis. Any additional XFO offerings provided during the active Subscription cease immediately when the active Subscription terminates.

4.2. Authorized Users; Online Communication and Collaboration

4.2.1. Authorized Users. You agree that granting Authorized Users access to your Software data is voluntary and that you are responsible for revoking any permissions to access your Software and Software data from such Authorized Users.

4.2.2. Online Communication and Collaboration. You agree that from time to time you and your Authorized Users may opt to use certain tools available from within the software that facilitates online communication and collaboration. Separate fees, terms and conditions may apply. You agree that if you and your Authorized Users choose to use these online tools, certain of your Software data may be uploaded to XFO servers in order to provide the online tool functionality to you.

4.3. Beta Features. From time to time, XFO in its sole discretion, may extend (or otherwise include in or with the Software) the opportunity for you to use or try new or updated Beta Features and to provide feedback (fees may apply). You understand and agree that your use of the Beta Features is voluntary and XFO is not obligated to provide you with any Beta Features. You understand that once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at your sole risk. Beta Features may not be available to all users, or with or in all software editions or countries.

4.4. Financial Institution Services

4.4.1. General. In connection with your use of the Software and as part of the functionality of certain versions of the Software, you may have access to certain online Services that may be made available by your financial institution (“FI Services”), including online banking, online payment, online investment account download, online bill pay, and online trading. You acknowledge and agree that XFO (i) has no control over the FI Services or access to the FI Services as may be permitted by your financial institution(s); (ii) does not guarantee that you will be able to use the Software with the FI Services; and (iii) will have no liability whatsoever for any actions or inactions on the part of the financial institutions resulting in your inability to use the Software to access your accounts, obtain data, download transactions, or otherwise use or access the FI Services.

4.4.2. Collection of Financial Institution Account Data. You acknowledge that in accessing any FI Services through the Software, your financial institution account access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, and the actual data in your account(s) with such financial institution(s) such as bank balances, credit card charges, debits and deposits (collectively, “FI Account Data”), may be collected and stored in the Software depending upon your financial institution and type of account. You authorize XFO, in conjunction with XFO’s operation of the Software for purposes of the Fi Services, to (i) collect your FI Account Data; (ii) reformat and manipulate such FI Account Data; (iii) create and provide hypertext links to your financial institutions; (iv) access the financial institutions’ websites using your FI Account Data; and (v) take such other actions as are reasonably necessary to perform the actions described in (i) through (iv) in order for you to access the FI Services. You hereby represent that you are the legal owner of your FI Account Data and that you have the authority to appoint, and hereby expressly do appoint XFO as your agent with limited power of attorney to access and retrieve your FI Account Data on your behalf.

4.4.3. Information from Financial Institutions’ Websites. You acknowledge and agree that (i) some financial institutions may not allow the Software to access the FI Services; (ii) financial institutions may make changes to their websites, with or without notice to us, that may affect overall performance of the FI Services and prevent or delay the FI Services from such websites; and (iii) the Software refreshes the Software account data by collecting the FI Account Data automatically or manually (depending on your financial institution or any changes by you that may require updating), so your most recent transactions may not always be reflected in any account balances or other account information presented to you in the Software. If you see a discrepancy in the Software account data, and in any case before making any transactions or decisions based on such account information presented in the Software, you should check the last refresh date for the account and confirm the FI Account Data and manually updating such data as necessary.

4.5. Social Media Sites. As described above in Section A.5.2, the Software may provide social features or opportunities for experiences on social platforms such as Facebook®, Twitter®, and LinkedIn® that enable or facilitate online sharing and collaboration or the ability to exchange content, materials, and information amongst users of that social platform and the public. Any content or materials you post, such as pictures, information, opinions, or any personal information that you make available to other participants on these social platforms, is subject to the Terms of Use and Privacy Policies of those platforms. Please refer to those social media platforms to better understand your rights and obligations with regard to such content.

5. PAYING FOR YOUR SUBSCRIPTION PLAN AND ANY SERVICES. When you subscribe to a paid Subscription Plan or any Services, you must have a valid credit card or a valid debit card with a Visa or MasterCard logo ("Card") or sufficient funds in an acceptable U.S. checking or savings account to cover an electronic debit of the initial and monthly Subscription fee to obtain (and to maintain uninterrupted) the applicable Subscription. The information you provide must be accurate and complete. When you subscribe and provide payment information, your Card or bank account will be debited (initially), and will be thereafter automatically re-debited, at the then current Subscription rate, at the beginning of each applicable monthly, quarterly, or one-year Subscription Plan term ("Renewal Term") to maintain the applicable Subscription. You may notify us at any time to cancel a Subscription. To help minimize the potential for unwanted Renewal Term charges, you should notify us of your desire to cancel a Subscription Plan prior to the beginning of the next Renewal Term.
Payments from you for the Software or any Services shall be processed through Paystand. You agree that all payments processed by Paystand are subject to the Paystand Terms of Service (http://www.paystand.com/terms) and Privacy Policy (http://www.paystand.com/privac) and any other terms & conditions required by Paystand in their sole discretion, as updated from time to time.

We reserve the right to change payment processors at any time at our sole discretion. We will notify you in writing of such changes and/or update the information in this Agreement upon doing so.

6. WARRANTY DISCLAIMER

6.1. General. For general Software warranty disclaimers, see Section A.7.1.

7. RECEIVING SOFTWARE UPDATES; UPDATE AVAILABILITY AND ELIGIBILITY FOR UPGRADE(S)

7.1. Update Availability and Eligibility for Upgrade Based on Software License Type. In exchange for your continued compliance with this Agreement, and any changes or modification to this Agreement made by XFO as described above in Section A.9., you shall have access to the Subscription in accordance with the following provisions:

7.1.1. Software Licensed on a Subscription Basis. If you purchased a Subscription based license for the Software, which generally means that you will be paying for your use of the Software on a monthly or annual basis then, so long as your Subscription remains active and so long as XFO is receiving the applicable payment from you, you are entitled to receive as part of your active Subscription: (i) access to the features of the Software subscribed to by you; (ii) Updates and Enhancements on a when-and-if available basis; (iii) certain additional products, add-ons or other Services, and/or discounts generally provided by XFO to all subscribers, when-and-if they should be made available to you (such products, add-ons or other Services may be accompanied by, and use subject to, additional terms, conditions, and fees); and (iv) for subscribers under certain qualifying Subscriptions only, the right to receive new releases (i.e., Upgrades) of the Software when-and-if they are available (also referred to in this Agreement as “Version Protection”). Software licensed on a Subscription basis is eligible for Updates and Enhancements only during the active Subscription period. Neither Updates nor Enhancements include future Upgrades to the Software. Upgrades are only offered on a when-and-if available basis and only to active subscribers under certain qualifying Subscriptions. If you are entitled to receive an Upgrade under an active qualifying Subscription, you may be required to accept different or additional software license terms and conditions as provided. Additionally, if you have purchased a Subscription that includes support, or if you have subscribed to a separate support Services plan, you will also be entitled to receive support Services as described herein. If the term of your Software, Services, or other Subscription expires or is terminated for any reason, you will no longer be authorized to receive or install such Updates and Enhancements and you will no longer be entitled to receive Upgrades.

8. HELP AND SUPPORT

8.1. Support Services. Support Services are technical assistance and customer service provided by XFO in connection with Software, Services, or Subscriptions using various means, including in-product, internet, chat, e-mail, and telephone, some of which may require payment of additional fee(s). The terms and conditions governing the offering or provision of support Services are subject to change as may be announced by XFO 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 Updates to the Software. By using VIC.AI support Services, you authorize XFO to collect certain company data files in order to provide you with a better customer support experience.

8.2. Support Services Fees. Only subscribers with (active, paid accounts in good standing and) specified Subscriptions and an included or paid support plan have access to the support Services. If your particular Subscription plan does not include support, you will have to pay a fee to access the support Services. Availability and access to all Services, including Support Services for your Software, is subject to the then-current XFO discontinuation policy applicable to your particular Software version (see below).

9. DISCONTINUATION POLICY AND END OF SOFTWARE SUPPORT

9.1. Discontinuation Policy; Software Support End-Date; Non-Supported System Requirements, Services, or Software

9.1.1. Discontinuation Policy (Software End-of-Life). The XFO Software is subject to XFO's discontinuation policy and XFO reserves the right to discontinue all support for the XFO Software, and/or for any features, online or other Services or content accessible through the XFO Software in accordance with its current discontinuation policy.

9.1.2. Non-Supported System Requirements, Services, or Software (i.e., no longer supported by their third party providers). System requirements and operating environments for use of the Software as designed, including currently-supported operating systems, database engines, browsers and other technical components are available on the website for the Software. Notwithstanding anything above to the contrary, XFO will not provide (and is not in any way liable to you for) Software support for Services, software, or system requirements or operating environments, including any operating system, database server or browser version, or other technical component, that is unsupported by its originating third party provider. In the event that any currently-supported Services, software, system requirement or operating environment, or other technical component is discontinued or no longer supported by its provider, XFO will likewise discontinue its Software support for that particular Service, software, system requirement, operating environment or system, database server or browser version, or other technical component.

10. TERMINATION

10.1. General. Support for the Software will be discontinued or terminated as described above in Section B.9. Your rights to use the Software, including your access to and use of any Services or Subscription, may be terminated by XFO immediately and without notice in accordance with the termination provisions of this Agreement, including those above in Section A.10., or in this section B.10, if at any time you fail to comply with any term or condition of this Agreement.

11. XFO’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES. SECTION A.8., AND SECTION A.8 OF THIS AGREEMENT SET FORTH XFO'S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES IN THE EVENT OF YOUR DISSATISFACTION WITH THE SUBSCRIPTION, THE SOFTWARE, OR APPLICABLE SETUP SERVICE, UPDATE SERVICE, TECHNICAL SUPPORT/SUPPORT SERVICE PROVIDED AS PART OF OR IN CONNECTION WITH THE SUBSCRIPTION OR THE SOFTWARE.

12. NO ADVICE. As stated in Section A.6.1., XFO does not give professional advice. Neither the Software, nor any Services or Subscriptions (including but not limited to any VIC.AI Software, or other Services, features, or offerings) provided or made available to you by XFO or otherwise accessible for your use in, through, or in connection with the Software, include or facilitate access to the internet for connecting to any Service or otherwise, and neither furnishes or constitutes legal or professional services or advice, advice of deductions or direct deposit to Payees, or advice or information regarding any selected tax table or local, governmental, or other taxes.

13. HEALTH INFORMATION AND PRIVACY. If you intend to use the Software, related Services and content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that the Software, related Services and content are not HIPAA-ready or HIPAA-compliant and will not assist with or ensure compliance with HIPAA, and that you are solely responsible for using the Software, related Services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.

14. OPEN SOURCE SOFTWARE. You acknowledge that the Software may include software licensed to us pursuant to one or more "open source" licenses, which software is in turn licensed hereby to the you under and pursuant to the terms of such licenses, and not transferred. You acknowledge that, depending on the terms of the underlying open source licenses, some portion or all of the Software may be deemed subject to such licenses, and notwithstanding anything to the contrary contained herein, we make no representations or warranties with respect thereto. You shall be responsible for complying with the terms and conditions of all licenses applicable to any such open source software.

© 2018 XFO Financials Inc. All rights reserved.
XFO Financials Inc.
228 Park Ave S,
New York, NY 10003-1502

Rev June 2018

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