Last Updated: February 11, 2026
PLEASE READ THESE END USER LICENSE TERMS (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY VICO TECHNOLOGIES INC. (“VICO”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH VICO WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) HEREBY AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIA VICO’S STANDARD ONLINE PROCESS OR SELF-SERVICE OFFERINGS AND WHICH IS ACCEPTED BY VICO SHALL BE DEEMED TO BE MUTUALLY EXECUTED AND TREATED AS AN ORDER FORM HEREUNDER. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
Upon mutual execution or online submission and acceptance, as applicable, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form) Vico grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Vico platform and services specified in such Order Form (collectively, the “Service,” or “Services”) and the Vico Content (as defined below) during the applicable Order Form Term (as defined below) for the internal business purposes of Customer, only as provided herein and only in accordance with Vico’s applicable official user documentation for such Services (the “Documentation”).
From time to time, Vico may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates shall become part of the Services and subject to this Agreement; provided that Vico shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Vico may make improvements and modifications to the Services at any time in its sole discretion; provided that Vico shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes that might adversely impact Customer’s use of the Services. In the event that Vico provides Customer with access to any beta, free trial, demonstration, pre-release or similar versions of the Services, then Customer acknowledges that such Services are experimental in nature, are provided “AS IS”, and may not be functional on any machine or in any environment.
As between the parties, Customer acknowledges and agrees that Vico and its licensors own and shall retain all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Vico for the purposes of this Agreement, including any copies and derivative works of the foregoing (collectively, “Vico Technology”) and all data, content, Outputs (as defined below) and information made available on or through, or in connection with Customer’s use of, the Services (collectively, “Vico Content”). Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may provide suggestions, comments or other feedback to Vico with respect to the Service (“Feedback”). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Vico notwithstanding anything else. Customer hereby assigns and agrees to assign to Vico all right, title and interest in and to any Feedback. Nothing in this Agreement shall impair Vico’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
The Services may be free or Vico may charge a fee for using the Services. Except for limited free trial versions (as expressly set forth in an applicable Order Form), the Services are made available on an automatically renewing pay-as-you-go basis. Customer shall pay Vico fees for the Services as set forth in each Order Form (“Fees”) and shall provide current, complete and accurate billing information. Customer acknowledges and agrees that Vico may submit periodic charges to Customer’s designated payment method without further authorization from Customer, and Customer’s failure to pay any Fees shall result in termination of Customer’s access to the Services. Any payment terms presented to Customer in the process of using or signing up for the Services are deemed part of this Agreement and are hereby incorporated into this Agreement by reference. Unless otherwise specified in an Order Form, all Fees shall be payable monthly in advance through Vico’s online self-service payment system and all Fees under this Agreement are payable in U.S. dollars. Vico uses a third-party payment processor (a “Payment Processor”) to process Fees and processing of payments may be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to the terms of this Agreement. By using the Services, Customer hereby agrees to pay all Fees to Vico through a Payment Processor. . Customer shall be responsible for all taxes associated with Services (excluding taxes based on Vico’s net income). All Fees paid are non-refundable and are not subject to set-off. If Customer exceeds any user or usage limitations set forth on an Order Form, then (i) Customer must pay for any additional users or usage at the overage rates set forth on the Order Form (or if no overage rates are set forth on the Order Form, at Vico then-current standard overage rates for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the Order Form Initial Term or then-current Order Form Renewal Term (as applicable), and (ii) if such Order Form Term renews (in accordance with Section 9 (“Term; Termination”) below), such renewal shall include the additional fees for such excess users and usage.
Except as expressly set forth in this Agreement, Customer shall not (and shall not allow any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services, Vico Technology or Vico Content (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services, Vico Technology or Vico Content; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services, Vico Technology or Vico Content; (iv) use the Services, Vico Technology or Vico Content for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Services, Vico Technology or Vico Content or any portion thereof; (vi) use the Services, Vico Technology or Vico Content to build an application or product; (vii) interfere or attempt to interfere with the proper working of the Services, Vico Technology or Vico Content or any activities conducted on the Services; (viii) bypass any measures Vico may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services), Vico Technology or Vico Content; (ix) submit any personal information, personal data, personally identifiable information or other information relating to an identified or identifiable natural person as part of any Inputs (as defined below), except to the limited extent that such information relates to an individual who is a public news figure or widely recognized celebrity; or (x) use any Vico Content to train any artificial intelligence, large language, machine-based or similar models or technology (“AI Technology”) or for any other purpose other than as required for Customer’s use of Services solely as and to the extent expressly permitted by this Agreement. Customer is responsible for all of Customer’s activity in connection with the Services, including but not limited to uploading Customer Data (as defined below) onto the Services. Customer (a) shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Services in a manner that violates any third party intellectual property, contractual or other proprietary rights. Customer shall defend, indemnify and hold Vico harmless from and against all liability, claims and expenses paid or payable (including reasonable attorneys’ fees) in connection with or arising out of any breach of this Section 5 or any claim that any Customer Data (as defined below) or Customer’s use of the Services infringes upon any intellectual property or other rights of any third party.
For purposes of this Agreement, (a) “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Services in the course of using the Services, including, without limitation, any prompts, queries and inputs submitted by Customer to any Services powered by AI Technology (collectively, “Inputs”); (b) “Outputs” shall mean all data, forecasts, scenarios, information or other outputs generated in connection with Customer’s use of Services powered by AI Technology; and (c) “AI Content” shall mean, collectively, Inputs and Outputs. Except as otherwise set forth in this Agreement, Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Vico, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to Vico as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Notwithstanding anything to the contrary in this Agreement, Vico is not responsible to Customer for any Customer Data submitted or otherwise provided as Inputs to the Services in violation of the foregoing, nor does Vico have any obligation to retain any Customer Data for any period. Vico shall use commercially reasonable efforts to maintain the security and integrity of the Services and the Customer Data. Vico is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Services unless such access is due to Vico’s gross negligence or willful misconduct. Customer is responsible for the use of the Services by any person to whom Customer has given access to the Services, even if Customer did not authorize such use. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Vico may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Services, (B) generating Aggregated Anonymous Data (as defined below), and (ii) freely use, retain and make available Aggregated Anonymous Data for Vico’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Vico’s products and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by Vico in connection with Customer’s use of the Services, but only in aggregate, de-identified and/or anonymized form which can in no way be linked specifically to Customer. Without limiting the foregoing, Vico shall have, and Customer hereby grants to Vico, the right and license to use all AI Content to train and improve Vico’s Services, including those Services powered by AI Technology and offerings made available to Customer, and as otherwise permitted by applicable law. Customer may not display Outputs to external audiences or share Outputs with any third party without Vico’s prior written consent, and any such display or sharing of Outputs with Vico’s prior written consent shall include attribution language clarifying that Outputs are “Powered by Vico.”
For purposes of this Agreement, “Confidential Information” shall mean to the extent previously, presently or subsequently disclosed by or for either party (the “Disclosing Party”) to the other party (the “Receiving Party”) all financial, business, legal and technical information of the Disclosing Party or any of its affiliates, suppliers, customers and employees (including information about research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, software, specifications, designs, drawings, data, strategies, plans, prospects, know-how and ideas, whether tangible or intangible, and including all copies, abstracts, summaries, analyses and other derivatives thereof), that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential. Confidential Information shall not include any information that (a) was rightfully known to the Receiving Party without restriction before receipt from the Disclosing Party, (b) is rightfully disclosed to the Receiving Party without restriction by a third party, (c) is or becomes generally known to the public without violation of this Agreement by the Receiving Party, or (d) is independently developed by the Receiving Party or its employees without access to or reliance on such information. The pricing information set forth in an applicable Order Form, Documentation, Feedback and the content of any correspondence between Vico and Customer (including any support communications) are Vico’s Confidential Information, and the Customer Data is Customer’s Confidential Information. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as set forth in this Agreement, and shall not disclose such Confidential Information to any third party except as expressly permitted herein without the Disclosing Party’s written consent. The Receiving Party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of the Disclosing Party’s Confidential Information, but in no event less than reasonable care. The Receiving Party shall promptly notify the Disclosing Party of any actual or suspected misuse or unauthorized disclosure of any of the Confidential Information. In the event of any termination or expiration of this Agreement, the Receiving Party shall either return or, at the Disclosing Party’s request, destroy the Confidential Information of the Disclosing Party; provided however, that the Receiving Party may retain copies of the Disclosing Party’s Confidential Information for routine backup and archival purposes subject to the confidentiality obligations set forth herein. The Receiving Party may make disclosures required by law or court order provided that, if permissible pursuant to applicable law, the Receiving Party shall promptly notify the Disclosing Party of any disclosure requirement and provide reasonable assistance to the Disclosing Party in the Disclosing Party’s efforts to prevent and/or limit the disclosure.
Customer acknowledges and agrees that the Services may operate on, with or using, or may be accessed through, application programming interfaces (APIs), AI Technology and/or other services operated or provided by third parties (“Third Party Services”), including without limitation through integrations or connectors to such Third Party Services that are provided by Vico. Vico is not responsible for the operation of any Third Party Services, the acts or omissions of any providers of Third Party Services, nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Vico does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.
This Agreement shall commence upon the date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the termination or expiration of all Order Form Terms. For each Order Form, unless otherwise specified therein, the “Order Form Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (x) shall continue for the initial term specified on such Order Form (the “Order Form Initial Term”), and (y) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, a “Order Form Renewal Term”). Customer may terminate an Order Form by disabling automatic renewal through the Services, removing Customer’s designated payment method from the Services or notifying Vico in writing. Vico is also free to terminate (or suspend) Customer’s access to the Services if Customer fails to make any payment in accordance with the terms of Section 4 (“Fees; Payment”) or if Vico otherwise determines, in Vico’s reasonable discretion, that Customer has breached the terms of this Agreement or that Customer’s use of the Services is reasonably likely to result in damage to or material degradation of the Services which interferes with Vico’s ability to provide access to the Services to other customers. Upon termination of an applicable Order Form, Vico shall promptly terminate Customer’s access to the Services made available pursuant to such Order Form. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, confidentiality provisions, warranty disclaimers, indemnity and limitations of liability.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES (INCLUDING ANY VICO TECHNOLOGY, VICO CONTENT, AI TECHNOLOGY AND OUTPUTS) AND ALL THIRD PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. VICO MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES (INCLUDING ANY VICO TECHNOLOGY, VICO CONTENT, AI TECHNOLOGY AND OUTPUTS) OR THIRD PARTY SERVICES OR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THE FOREGOING WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER PLATFORM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, VICO HEREBY DISCLAIMS ANY WARRANTY WITH RESPECT TO ANY INFORMATION MADE AVAILABLE BY PROVIDERS OF OR IN CONNECTION WITH THE USE OF OR ACCESS TO ANY THIRD PARTY SERVICES, INCLUDING ANY OUTPUT GENERATED THROUGH USE OF ANY THIRD PARTY SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DECISIONS OR ACTIONS IT TAKES BASED ON THIRD PARTY SERVICES, AND VICO HEREBY DISCLAIMS THE RESULTS OF ANY SUCH DECISIONS OR ACTIONS. GIVEN THE PROBABILISTIC NATURE OF AI TECHNOLOGY, USE OF SERVICES POWERED BY AI TECHNOLOGY MAY IN SOME SITUATIONS RESULT IN INCORRECT OR INACCURATE OUTPUTS OR INFORMATION. CUSTOMER ACKNOWLEDGES AND AGREES THAT OUTPUTS GENERATED THROUGH THE USE OF AI TECHNOLOGY OR OTHER NON-HUMAN TOOLS MAY NOT BE USED AS A SUBSTITUTE FOR PROFESSIONAL ADVICE OR INFORMATION AND CUSTOMER IS SOLELY RESPONSIBLE FOR MAKING CUSTOMER’S OWN DETERMINATION OF WHETHER OUTPUTS ARE SUITABLE. VICO IS UNABLE TO GUARANTEE THE SUITABILITY, ACCURACY, QUALITY, SECURITY, LEGALITY AND RELIABILITY OF AI TECHNOLOGY, INCLUDING ANY OUTPUTS. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OUTPUTS. CUSTOMER SHOULD EVALUATE THE ACCURACY OF ANY OUTPUTS AS APPROPRIATE FOR CUSTOMER’S USE CASE, INCLUDING BY USING HUMAN REVIEW OF OUTPUTS. UNDER NO CIRCUMSTANCES SHALL VICO BE LIABLE IN ANY WAY FOR ANY OUTPUTS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF CUSTOMER’S INTERACTION WITH ANY AI TECHNOLOGY OR SERVICES POWERED BY AI TECHNOLOGY. CUSTOMER SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF THE OUTPUTS. CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS VICO WITH RESPECT TO ANY CLAIMS, DAMAGES OR LIABILITY RELATED THERETO.
EXCEPT FOR EITHER PARTY’S EXPRESS INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTIONS 5 (“Restrictions; Compliance”) OR 7 (“Confidentiality”), IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) THIRD-PARTY SOFTWARE USED WITH THE SERVICES, OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE GREATER OF (A) FEES PAID (OR PAYABLE) BY CUSTOMER TO VICO HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER; AND (B) ONE HUNDRED DOLLARS ($100.00).
This Agreement represents the entire agreement between Customer and Vico with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Vico with respect thereto. The Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the parties’ consent to exclusive jurisdiction and venue in the state and federal courts located in New York, New York. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this Section 12. Vico may change this Agreement (except for any Order Forms) from time to time at its discretion. The date on which the Agreement was last modified will be updated at the top of these Terms. Vico will use commercially reasonable efforts to provide Customer with reasonable notice prior to any amendments or modifications taking effect, either by emailing the email address associated with Customer’s account on the Services or by another method reasonably designed to provide notice to Customer. If Customer accesses or uses the Services after the effective date of the revised Terms, such access and use will constitute Customer’s acceptance of the revised Terms. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) Vico may utilize subcontractors in the performance of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.