General Terms of Service

These Terms are designed to operate both as click-wrap terms accepted by Customer on viktor.com and as terms incorporated by reference into a signed Order Form.

These General Terms of Service (the “Terms”, “General Terms”, “General Terms of Service”, “Terms of Service”) govern Customer’s access to and use of the Viktor service and related software, integrations, and documentation (collectively, the “Service”), provided by Zeta AI, Inc., a Delaware corporation doing business under the commercial name of “Viktor”, located at 2810 N Church St, PMB 20589, Wilmington, Delaware 19802 (“Provider,” “Viktor”, “we,” “us,” or “Zeta AI”).

By accepting these Terms, accessing the Service, or executing an Order Form referencing these Terms, the entity or individual on whose behalf the Service is being procured (“Customer”) agrees to be bound by these Terms. The individual accepting these Terms represents and warrants that they are authorized to bind the Customer. Customer acknowledges that electronic acceptance of these Terms constitutes a legally binding electronic signature and manifests assent to this Agreement. Provider and Customer are each a “Party” and collectively the “Parties.”

These General Terms, together with the applicable Order Form, the Definitions, the Product Terms, the Usage Terms, the License Terms, the Acceptable Use Policy, the Data Processing Addendum available at viktor.com/legal/dpa (the “DPA”), and any other documents referenced herein or therein, constitute the agreement between Customer and Provider (the “Agreement”).

Order of precedence:

(i) the DPA prevails over these Terms with respect to matters relating to personal data processing;

(ii) a signed Order Form prevails over these Terms with respect to matters expressly addressed therein;

(iii) the Product Terms prevail over these Terms with respect to the product-specific matters expressly addressed therein;

(iv) in the event of conflict between the Order Form and the Pricing Page with respect to fees, plan scope, Credit allocations, or other commercial parameters applicable to a specific Customer, the Order Form prevails for that Customer; where Customer has not executed an Order Form modifying its terms, the Pricing Page governs; and

(v) these General Terms otherwise govern.

Customer represents and warrants that it is entering into this Agreement and procuring the Service solely in connection with its trade, business, or professional activity. The Service is offered for business-to-business use only and is not intended for consumers. To the extent permitted by applicable law, statutory protections granted to consumers do not apply to this Agreement. If you are a consumer or would use the Service outside the scope of your business or professional activity, you must not register an account through the standard signup flow. Please contact legal@viktor.com to discuss whether bespoke terms are available.

1. Remuneration, Invoicing, and Payment

1.1 Fees

Customer shall pay the fees set out in the applicable Order Form. All fees are exclusive of applicable taxes, duties, and similar charges (other than taxes on Provider’s net income), which Customer shall pay in addition to the fees. Unless otherwise specified, all amounts are denominated and payable in U.S. Dollars (USD).

1.2 Payment Methods

Customer shall pay using one of the following methods:

(a) ACH or wire transfer to the bank account designated by Provider, or

(b) credit card or other electronic payment method made available through Provider’s billing flow, where Customer has authorized such payment method in the Order Form or through the billing flow.

Customer is responsible for maintaining valid, up-to-date payment information. Provider may introduce or discontinue specific payment methods, with reasonable notice to Customer where such change might affect an active subscription.

1.3 Credit Card and Debit Card Payments

If Customer elects to pay by credit card or debit card, Customer shall use a corporate or business card corresponding to its legal status and the commercial nature of this Agreement. By providing payment-card details, Customer authorizes Provider and its payment processor to charge the card on file for all fees due under this Agreement, including recurring fees on a merchant-initiated basis for as long as the Service remains active. Customer is responsible for maintaining valid, up-to-date payment-card information and may replace the card on file at any time through the billing portal.

1.4 Invoicing and Payment Terms

Unless otherwise specified in the Order Form, fees are invoiced in advance on a monthly or annual basis. Invoices are due and payable within thirty (30) days of the invoice date. Amounts not paid when due accrue late charges at the lesser of one percent (1%) per month or the maximum rate permitted by applicable law, from the due date until paid. Customer shall reimburse Provider for all reasonable costs (including attorneys’ fees) incurred in collecting overdue amounts.

1.5 Taxes and Withholding

Customer is responsible for all applicable sales, use, value-added, withholding, and similar taxes. If applicable law requires Customer to withhold any tax from amounts payable to Provider, Customer shall gross up the payment so that the net amount received by Provider equals the amount otherwise payable. Customer shall provide Provider with tax exemption certificates upon request and shall promptly furnish documentation of taxes withheld and remitted.

1.6 Invoice Verification and Billing Disputes

Customer may, through the billing portal or by written request to support@viktor.com, access reports detailing its consumption, Credits used, Authorized Users (where applicable), and applicable charges. Customer shall review each invoice and any associated usage report upon receipt. Customer may dispute an invoice in good faith by notifying Provider in writing, identifying the disputed item and the basis for the dispute, within thirty (30) days of the invoice date. Customer's failure to dispute an invoice in accordance with this Section 1.6 within the prescribed period constitutes acceptance of the invoice in full. Submission of a dispute does not relieve Customer of its obligation to pay undisputed portions of the invoice when due.

2. Data Processing and Data Protection

2.1 Data Processing Addendum

To the extent the Service involves the processing of personal data on Customer’s behalf, such processing is governed by the DPA, which is incorporated into these Terms by reference. The DPA addresses Provider’s role as a processor and (where applicable) service provider under GDPR, UK GDPR, CCPA/CPRA, and other applicable data protection laws, including

(a) the list of authorized subprocessors,

(b) the technical and organizational security measures,

(c) international data transfer mechanisms (EU Standard Contractual Clauses and UK IDTA), and

(d) Customer’s data subject request assistance rights. In the event of conflict between these Terms and the DPA with respect to personal data processing, the DPA prevails.

Where Customer requires a counter-signed DPA, Customer may request execution by emailing legal@viktor.com.

2.2 CCPA/CPRA Service Provider

With respect to personal information of California residents, Provider acts as a “service provider” as defined under the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA/CPRA”). Provider does not sell or share personal information, does not retain, use, or disclose personal information for any purpose other than performing the Service, and does not use personal information for cross-context behavioral advertising.

2.3 Aggregated and Anonymized Data

Provider may collect, generate, and use aggregated, de-identified, or anonymized data derived from Customer’s use of the Service (“Aggregated Data”) for any legitimate business purpose, including:

(a) improving the Service;

(b) developing new products, features, and services;

(c) generating benchmarks, industry reports, and analytics that do not identify Customer or any individual; and

(d) marketing and sales activities, provided no individual customer is identifiable.

Aggregated Data does not constitute Customer Data and may be retained by Provider after termination of the Service. Provider’s use of Aggregated Data is subject to applicable data protection law.

3. Confidentiality

3.1 Confidential Information

“Confidential Information” means non-public information disclosed by one Party (“Discloser”) to the other (“Recipient”) that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is the Confidential Information of Customer. The Service, the Documentation, and Provider’s pricing and technical specifications are the Confidential Information of Provider.

3.2 Obligations

Recipient shall:

(a) use Confidential Information only to perform its obligations or exercise its rights under this Agreement;

(b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; and

(c) limit access to Confidential Information to its personnel and contractors bound by confidentiality obligations no less protective than those in this Section.

3.3 Exclusions

Confidential Information does not include information that:

(a) is or becomes publicly available without breach of this Agreement;

(b) was rightfully in the Recipient’s possession without obligation of confidentiality before disclosure;

(c) is rightfully received from a third party without obligation of confidentiality; or

(d) is independently developed without use of or reference to the Discloser’s Confidential Information.

3.4 Compelled Disclosure

Recipient may disclose Confidential Information to the extent required by law or by order of a court or governmental authority, provided that, to the extent legally permitted, Recipient gives Discloser prompt notice and reasonable cooperation in seeking a protective order.

3.5 Term

The obligations in this Section 3 survive termination of this Agreement for so long as the information remains confidential and, with respect to information that does not constitute a trade secret, for a period of 5 (five) years following termination.

4. Feedback

If Customer or its Authorized Users provide suggestions, comments, ideas, improvements, or other feedback regarding the Service (“Feedback”), Customer hereby grants Provider a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, modify, incorporate, and commercialize the Feedback for any purpose, without obligation to compensate or attribute Customer. Feedback does not include Customer Data or Customer’s other Confidential Information.

5. Warranties and Disclaimers

5.1 Mutual Warranties

Each Party represents and warrants that:

(a) it has the legal power and authority to enter into this Agreement; and

(b) its performance under this Agreement will not violate any applicable law or contractual obligation owed to a third party,

(c) it complies, and will continue to comply, with applicable anti-bribery, anti-corruption, sanctions, and export-control laws, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and the export-control and sanctions regimes referenced in Section 1 of the Acceptable Use Policy.

5.2 Provider Warranty

Provider warrants that, during the Subscription Term, the Service will operate in material conformity with the Documentation. Customer’s exclusive remedy and Provider’s sole obligation for breach of this warranty is, at Provider’s option, to

(a) use commercially reasonable efforts to correct the non-conformity, or

(b) if Provider determines that correction is not commercially feasible, terminate the affected portion of the Service and refund prepaid fees for the unused portion of the Subscription Term, excluding Credits already consumed and non-refundable Credit purchases, unless otherwise required by applicable law.

5.3 Defect Reporting

Customer shall promptly report any suspected non-conformity, providing a detailed description and the circumstances of its occurrence. Customer shall give Provider reasonable opportunity to investigate and remedy. If a reported issue is not attributable to Provider, Customer shall reimburse Provider for the reasonable costs of investigation if Customer knew or reasonably should have known that no Provider-caused defect existed.

5.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT IT WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS. PROVIDER MAKES NO WARRANTY REGARDING COMPATIBILITY WITH CUSTOMER'S SYSTEMS OR THIRD-PARTY SERVICES.

Customer acknowledges and agrees that Customer is solely responsible for:

a. all Customer Data, prompts, instructions, configurations, approval policies, and other inputs submitted to or processed by the Service, including their accuracy, completeness, lawfulness, and suitability for Customer's intended use;

b. the review, validation, use, distribution, publication, and operational deployment of all Outputs, including any decisions made or actions taken in reliance on Outputs;

c. all communications, messages, content, and interactions generated, sent, or facilitated by or through the Service on Customer's behalf or under Customer's account, whether to internal Authorized Users or to external recipients; and

d. all consequences, including any commercial, reputational, regulatory, or third-party consequences, arising from any of the foregoing. Provider makes no warranty regarding the accuracy, completeness, business suitability, or legal compliance of Outputs or any content generated by the Service, and Customer shall not rely on the Service as a substitute for human judgment, professional advice, or independent verification.

6. Liability

6.1 Disclaimer of Provider Parties' Liability for Third-Party Content and AI Outputs

Provider and its affiliates, and their respective officers, directors, shareholders, members, employees, advisors, contractors, licensors, licensees, suppliers, vendors, and agents (collectively, the "Provider Parties") are not responsible for any content, services, or actions provided or performed by third parties, including AI Subprocessors, Connected Platforms, payment processors, or any third-party content surfaced in, processed by, or referenced in Outputs. Provider Parties specifically disclaim any representation or warranty regarding (a) the commercial success, profitability, or business outcome of Customer's use of the Service, (b) the accuracy, completeness, reliability, or business suitability of any Output, and (c) the error-free, disruption-free, or interruption-free nature of the Service.

6.2 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER PARTIES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, ANY CUSTOMER DATA INCLUDING OUTPUTS, OR CUSTOMER'S USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), AND EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.3 Aggregate Cap on Provider's Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS PROVIDED IN SECTION 6.5, PROVIDER PARTIES' AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY TWELVE (12) MONTH PERIOD SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM. THE LIMITATION IN THIS SECTION 6.3 APPLIES IN THE AGGREGATE TO ALL CLAIMS, REGARDLESS OF THE NUMBER OF EVENTS, INCIDENTS, OR CLAIMS, AND CONSTITUTES AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

6.4 Mitigation

Customer shall take commercially reasonable steps to mitigate any loss or damage it suffers in connection with this Agreement. Customer's failure to do so may reduce the amount of damages recoverable from the Provider.

6.5 Carve-Outs

Nothing in this Section 6 shall limit or exclude either Party's liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by that Party's negligence; or (c) any other liability that cannot be limited or excluded under applicable mandatory law. In jurisdictions where applicable mandatory law prohibits the limitation of liability for gross negligence, wilful misconduct, or similar categories, the limitations in this Section 6 shall not apply to such liability solely to the extent required by such mandatory law.

6.6 No Limitation on Customer's Payment Obligations

For the avoidance of doubt, the limitations and exclusions of liability set out in this Section 6 do not apply to, and shall not limit, Customer's payment obligations under this Agreement (including obligations under Section 1 of these General Terms and Section 1 of the Usage Terms), Customer's indemnification obligations under Section 7.2, or Customer's liability for breach of Section 3 (Confidentiality) of these General Terms or Section 4 (Restrictions) of the License Terms, or Section 1 (Acceptable Use) or Section 3 (Prohibited Data Categories) of the Acceptable Use Policy.

7. Indemnification

7.1 Provider Indemnification

Provider shall defend Customer against any third-party claim alleging that the Service, as provided by Provider and used by Customer in accordance with this Agreement, infringes any valid intellectual property right of the third party enforceable in the jurisdiction of Customer’s principal place of business, and shall pay damages and reasonable attorneys' fees finally awarded against Customer by a court of competent jurisdiction, or agreed upon in settlement by Provider.

Provider's obligations under this Section 7.1 do not apply, and Provider has no liability, to the extent the alleged infringement arises from: (a) Customer Data or Outputs; (b) modification of the Service, or its combination with products, services, software, or data not provided or approved by Provider; (c) use of the Service in violation of this Agreement or the Documentation, or continued use after Provider provided an update or modification that would have avoided the infringement; (d) Beta Features; (e) open-source components, whose use is governed solely by their respective licenses; or (f) use of the Service in or directed at any jurisdiction other than the United States or other jurisdictions expressly designated as supported in the Documentation or applicable Order Form.

Provider's aggregate liability under this Section 7.1 shall not exceed the fees paid by Customer under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

The remedies in this Section 7.1 are Customer's sole and exclusive remedy, and Provider's sole and exclusive liability, for any third-party intellectual property claim related to the Service.

7.2 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Provider Parties from and against any and all third-party claims, demands, actions, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees and costs of investigation) arising from or relating to: (a) any breach of this Agreement (including any representation or warranty, and Section 3 (Confidentiality) of these General Terms and Section 4 (Restrictions) of the License Terms, and Section 4 (Connected Platforms) of the Product Terms, Section 1 (Acceptable Use) and Section 3 (Prohibited Data Categories) of the Acceptable Use Policy) or violation of applicable law by Customer, its Authorized Users, or anyone accessing the Service under Customer's account or credentials, whether or not authorized by Customer; (b) Customer Data, including prompts, instructions, configurations, approval settings, action-type controls, and pre-authorized workflows; (c) any Output, communication, or content that Customer or its Authorized Users used, sent, distributed, published, or relied upon, and any action executed by the Service through Connected Platforms under permissions or configurations granted or maintained by Customer; or (d) the negligence, willful misconduct, or fraud of Customer or its Authorized Users.

7.3 Procedure

Provider shall (a) promptly notify Customer of any claim for which Provider seeks indemnification under Section 7.2; (b) give Customer reasonable cooperation in the defense of the claim at Customer's expense; and (c) allow Customer to control the defense and settlement of the claim, provided that Customer shall not settle any claim that imposes any obligation or admission of liability on Provider without Provider's prior written consent (which may be granted or withheld in Provider's sole discretion), and provided further that Provider may, at its own expense, participate in the defense with counsel of its choice. Customer's failure to defend a claim in accordance with this Section 7.3 entitles Provider to assume control of the defense at Customer's expense, without limiting Customer's indemnification obligations.

8. DMCA Notice and Takedown

Provider complies with the U.S. Digital Millennium Copyright Act (“DMCA”). Persons who believe that content available through the Service infringes their copyright may submit a notice to Provider’s designated DMCA agent at legal@viktor.com (postal address: Zeta AI, Inc., DMCA Agent, 2810 N Church St, PMB 20589, Wilmington, Delaware 19802) containing the information required under 17 U.S.C. § 512. Counter-notifications may be submitted to the same contact. Provider maintains a policy of terminating the accounts of repeat infringers in appropriate circumstances.

9. Intellectual Property

9.1 Provider IP

As between the Parties, Provider (or its licensors) retains all right, title, and interest, including all intellectual property rights, in and to the Service, the Documentation, and all underlying software, technology, models, processes, methods, and materials, including any derivatives, improvements, customizations, or enhancements. All rights not expressly granted to Customer are reserved.

9.2 Customer Data

As between the Parties, Customer retains all right, title, and interest in and to Customer Data and Customer's pre-existing materials. Customer hereby consents to Provider's access to, use, reproduction, processing, transmission, storage, and disclosure of Customer Data solely as necessary to provide, maintain, support, secure, and improve the Service, to perform Provider's obligations under this Agreement, and as further described in the DPA. This consent extends to Provider's AI Subprocessors and other subprocessors listed in the DPA, acting on Provider's instructions and subject to the security and confidentiality safeguards set out in this Agreement and the DPA.

Separately, Customer grants Provider a non-exclusive, worldwide, royalty-free license to use Customer's name, logo, and trademarks solely for the marketing and promotional purposes set out in Section 17.6 (Marketing), subject to Customer's opt-out rights set out therein.

9.3 Restrictions

The restrictions on Customer’s use of the Service are set out in Section 4 of the License Terms.

10. Suspension of the Service

10.1 Suspension for Cause

Provider may suspend Customer’s access to the Service, in whole or in part, if Customer or its Authorized Users breach this Agreement, including failure to pay fees within thirty (30) days after the due date. Unless immediate suspension is necessary, Provider will use commercially reasonable efforts to provide prior notice and an opportunity to cure.

10.2 Immediate Suspension

Notwithstanding any cure period elsewhere in these Terms, Provider may suspend access to the Service, in whole or in part, immediately and without prior notice if:

(a) Customer's use of the Service poses an immediate legal, security, or operational risk to Provider, other customers, or third parties;

(b) Customer or any Authorized User materially breaches any provision of this Agreement, including without limitation Sections 3 (Confidentiality), 7.2 (where Customer fails to defend an indemnified claim) or Section 4 (Restrictions) of the License Terms, or Section 4 (Connected Platforms and Slack Integration) of the Product Terms, Section 1 (Acceptable Use) or Section 3 (Prohibited Data Categories) of the Acceptable Use Policy;

(c) Provider is required to do so by law, court order, or instruction of a competent authority;

(d) Customer has failed to provide information requested under Section 4 of the Usage Terms (KYC and Onboarding Verification) within a reasonable time, or such information indicates a regulatory, sanctions, or fraud risk; or

(e) Customer has failed to pay any amount more than thirty (30) days past due on two or more occasions in any twelve (12) month period.

10.3 Effect of Suspension

During suspension, Customer’s obligation to pay fees continues, and Provider has no liability for any loss arising from a suspension effected in accordance with this Section 10. Provider will use commercially reasonable efforts to restore access promptly after the cause for suspension has been remedied. Provider may charge a reasonable reactivation fee where the suspension was due to Customer’s breach. Suspension is without prejudice to Provider’s right to terminate this Agreement.

11. Term and Termination

11.1 Term

This Agreement enters into force on the date Customer first accepts these Terms or on the Effective Date specified in the Order Form, whichever is earlier, and continues for the Initial Term specified in the Order Form.

11.2 Autorenewal

Unless otherwise specified in the Order Form, and subject to Section 11.9 (Trial Subscriptions), the Service renews automatically at the end of each Subscription Term for a renewal period of the same length as the Initial Term (each, a "Renewal Term") at the then-current pricing. The Order Form determines the length of the Initial Term and may specify monthly, annual, or other renewal periods. For Customers contracting through the online flow on viktor.com, the renewal period defaults to the billing frequency selected at checkout (e.g., monthly billing renews monthly; annual billing renews annually) unless the Pricing Page or the online flow specifies otherwise.

11.3 Cancellation and Termination

Customer may cancel auto-renewal of the Service or give notice of termination of this Agreement, in each case effective as of the end of the then-current Subscription Term, by:

(a) cancelling the subscription through the billing portal accessible from the account settings; or

(b) emailing support@viktor.com; or

(c) following the procedure specified in the applicable Order Form.

Cancellation or termination under this Section 11.3 takes effect at the end of the then-current Subscription Term, and Customer retains access to the Service through that date. This Section 11.3 does not permit early termination of a Subscription Term already in progress: where a signed Order Form applies, any committed term, minimum commitment, or cancellation or termination procedure specified in the Order Form prevails over this Section 11.3, and a Subscription Term subject to an annual or other fixed commitment may be terminated before its expiry only where the Order Form or this Agreement (including Section 11.5 (Termination for Cause)) expressly so provides.

11.4 Price Changes at Renewal

Provider may modify the fees for a Renewal Term by providing notice at least thirty (30) days before the Renewal Term begins. If Customer does not accept the modified fees, Customer may cancel the renewal as described above before the Renewal Term begins.

11.5 Termination for Cause

Either Party may terminate this Agreement for cause if the other Party

(a) materially breaches the Agreement and fails to cure the breach within thirty (30) days after written notice;

(b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy, receivership, or similar proceeding; or

(c) ceases business operations.

11.6 Termination for Material Discontinuation

If Provider permanently discontinues the Core Service, Customer may terminate the affected Service without observing a notice period, and Provider will refund any prepaid fees for the unused portion of the then-current Subscription Term, excluding Credits already consumed and non-refundable Credit purchases, unless otherwise required by applicable law. This right does not apply to modifications, replacements, or discontinuations of specific features, integrations, AI models, or capabilities that do not constitute a discontinuation of the Core Service.

11.7 Termination by Provider for Convenience

Provider may terminate the Service, in whole or in part, on thirty (30) days’ written notice to Customer. In such case, Provider will issue a pro-rata refund of any prepaid fees for the unused portion of the then-current Subscription Term. Termination under this Section 11.7 gives rise to no claim by Customer for damages, lost profits, or other compensation.

11.8 Effect of Termination

On termination or expiry:

(a) Customer’s right to access the Service ends;

(b) accrued payment obligations remain due;

(c) Customer's authorization for Provider to charge the payment method on file for recurring fees under Section 1.3 terminates, and Provider shall not initiate any new charges to Customer's payment method, other than for amounts validly accrued or invoiced before the effective date of termination;

(d) Customer Data deletion is governed by the DPA;

(e) where the DPA does not apply (because the relevant Customer Data does not constitute personal data), Provider will retain such Customer Data for thirty (30) days following termination and will thereafter delete or anonymize it in the ordinary course of business, except to the extent retention is required by applicable law or for the establishment, exercise, or defense of legal claims; and

(f) Provider may, upon Customer's reasonable request and on a time-and-materials basis, assist with an orderly transition of Customer Data for a transitional period not exceeding thirty (30) calendar days following termination.

If termination is due to Customer’s breach, Provider may require advance payment for transition assistance.

11.9 Trial Subscriptions

Where the Order Form designates the Initial Term as a "Trial," "Free Trial," "Pilot," or equivalent non-commercial evaluation period, the Service is provided on a non-renewing basis. Customer's continued access to the Service after expiry of a Trial period requires execution of a new Order Form specifying paid subscription terms. The Order Form may, where the Parties so agree, provide for automatic conversion of a Trial to a paid subscription upon expiry of the Trial period, in which case the auto-renewal and cancellation provisions in Sections 11.2 and 11.3 apply from the date of conversion. Trial subscriptions are provided "as is," without warranty of any kind, and may be modified, suspended, or withdrawn by Provider at any time, with or without notice, at the Provider's sole discretion.

12. Force Majeure

Neither Party shall be liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control. The affected Party shall promptly notify the other Party and use commercially reasonable efforts to mitigate the impact. If the event continues for more than sixty (60) consecutive days, either Party may terminate the affected portion of the Service.

13. Notices

Notices under this Agreement shall be in writing and delivered

(a) by email to legal@viktor.com (in the case of notices to Provider) or to the account administrator’s email address on file (in the case of notices to Customer); or

(b) by recognized overnight courier or registered mail to the address designated by the recipient. Notices are deemed given on the date of delivery (or, for email, on confirmation of receipt or one (1) business day after sending, whichever is earlier).

Either Party may update its notice contact by notice to the other.

14. Assignment

Customer may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without Provider’s prior written consent. Any purported assignment in violation of this Section is void. Provider may assign this Agreement, in whole or in part, without Customer’s consent, to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets or business to which this Agreement relates. This Agreement binds and benefits the Parties and their permitted successors and assigns.

15. Governing Law and Dispute Resolution

15.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Binding Arbitration

Except as provided in Section 15.4, any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, before a single arbitrator. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this arbitration provision.

15.3 Class Action Waiver

Each Party agrees that disputes shall be resolved on an individual basis only. NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate the claims of more than one party and may not preside over any form of class or representative proceeding. If this class action waiver is found unenforceable, then the entirety of the Section 15.2 (Binding Arbitration) is null and void with respect to that dispute, and the dispute shall instead be resolved in court pursuant to Section 15.5.

15.4 Equitable Relief; IP Carve-Out

Notwithstanding the foregoing, either Party may seek temporary or preliminary injunctive or other equitable relief in a court of competent jurisdiction to prevent or restrain infringement of intellectual property rights, breach of confidentiality, or other irreparable harm. Disputes relating to intellectual property ownership, infringement, or validity may, at the requesting Party’s option, be litigated in court rather than arbitrated.

15.5 Exclusive Venue

To the maximum extent permitted by applicable law, for any judicial proceeding permitted under this Section 15, each Party submits to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, and waives any objection based on inconvenient forum.

15.6 Language

This Agreement and any communications relating to it shall be in English.

16. Amendments

Provider may modify these Terms from time to time. For material changes, Provider will provide notice at least thirty (30) days before the changes take effect by:

(a) email to the account administrator’s registered email address; or

(b) in-product notification displayed upon Customer’s next login; or

(c) posting an updated version at viktor.com/legal with a revised “Last Updated” date prominently displayed on the affected document.

For non-material changes (including clarifications, corrections, formatting, or changes required by applicable law), Provider may give notice by posting alone.

Customer’s continued use of the Service after the effective date of any change constitutes acceptance of the modified Terms. If Customer does not accept a material change, Customer’s sole remedy is to terminate the Service before the effective date by following the cancellation procedure in Section 11.3, and Provider will issue a pro-rata refund of any prepaid fees for the unused portion of the then-current Subscription Term, excluding Credits already consumed and non-refundable Credit purchases, unless otherwise required by applicable law.

Where these Terms are incorporated by reference into a signed agreement between the Parties, modifications to these Terms apply automatically except where the signed agreement expressly states otherwise.

17. Miscellaneous

17.1 Entire Agreement

These General Terms (including the Definitions, the Product Terms, the Usage Terms, the License Terms, and the Acceptable Use Policy) and other documents or terms that are incorporated by reference by these General Terms (including the Order Form and the DPA) constitute the parties’ entire understanding as to the Services’ provision and use and supersede all prior or contemporaneous oral or written agreements, proposals, representations, and understandings relating to the subject matter hereof. No purchase order or other ordering document issued by Customer shall modify or supplement the Agreement.

17.2 Severability and Reformation

If any provision of these Terms is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the Parties intend that: (a) the provision be reformed and reinterpreted to the maximum extent permitted by law to give effect to the Parties’ original intent; (b) if reformation is not possible, the provision be severed and the remaining provisions continue in full force; and (c) without limiting the foregoing, the limitations of liability, disclaimer of warranties, and arbitration provisions are intended to apply to the maximum extent permitted by applicable law, and any narrower application required by mandatory law shall not affect enforceability of those provisions in other contexts.

17.3 No Waiver

Failure to enforce any right or provision of this Agreement is not a waiver of future enforcement. Any waiver must be in writing and signed by the waiving Party.

17.4 Relationship of the Parties

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.

17.5 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. No other person or entity has any right, benefit, or remedy under this Agreement, whether as a third-party beneficiary or otherwise. Authorized Users have no independent right to enforce any provision.

17.6 Marketing

Provider may identify Customer as a Provider customer (including by name and logo) on Provider’s website, in customer lists, and in marketing materials describing the general nature of Provider’s customer base. Customer may opt out of such use by emailing legal@viktor.com, in which case Provider will remove Customer’s name and logo from public-facing materials within thirty (30) days. For specific case studies, testimonials, press releases, or detailed customer success stories, Provider will obtain Customer’s prior written consent on a case-by-case basis. Notwithstanding any opt-out by Customer, Provider may continue to reference Customer's identity in confidential business communications, including due diligence disclosures, and internal customer-base reporting, provided such communications are made under reasonable confidentiality expectations.

17.7 Survival

The following provisions survive termination or expiry of this Agreement: the Definitions; Section 1 of these General Terms (with respect to amounts accrued before termination); Sections 1.1 and 1.7 of the Usage Terms (with respect to Credits already lapsed); Section 2 (Data Processing and Data Protection); Section 3 (Confidentiality); Section 4 (Feedback); Section 5 (Warranties and Disclaimers); Section 6 (Liability); Section 7 (Indemnification); Section 9 (Intellectual Property); Section 11.8 (Effect of Termination); Section 13 (Notices); Section 15 (Governing Law and Dispute Resolution); Section 16 (Amendments) (with respect to disputes about modifications); Section 3 of the Product Terms (AI Functionality and Autonomous Actions) (with respect to liability allocations); Section 3 of the Acceptable Use Policy (Prohibited Data Categories) (with respect to historical breaches); Section 4 of the License Terms (Restrictions); and this Section 17 (Miscellaneous).

17.8 Construction

Headings are for convenience only and do not affect interpretation. “Including” and “include” are non-limiting. References to Sections are to Sections of these Terms unless otherwise specified. This Agreement shall not be construed against either Party by reason of its drafting; each Party has had the opportunity to seek independent legal counsel.

17.9 U.S. Government End Users

The Service constitutes "commercial computer software" and the Documentation constitutes "commercial computer software documentation" within the meaning of 48 C.F.R. § 2.101 and 48 C.F.R. § 12.212. Use, duplication, or disclosure of the Service or Documentation by the U.S. Government or any agency or contractor thereof is subject solely to the rights and restrictions set forth in this Agreement.