Victory AI — Confidential Page 1 of 7 VICTORY AI Terms of Service Effective Date: April 14, 2026 | Last Updated: April 14, 2026 PLEASE READ THESE TERMS OF SERVICE CAREFULLY. These Terms of Service ("Terms") constitute a binding legal agreement between Victory AI, Inc. ("Victory AI," "we," "us," or "our") and the organization or individual accessing or using the Platform ("Customer," "you," or "your"). By executing an order form, signing a master subscription agreement, clicking "I agree," creating an account, or accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, do not access or use the Platform. Binding arbitration and class action waiver. Section 16 contains a binding arbitration clause and class action waiver that affect your legal rights. Please review it carefully. 1. Definitions "Platform" means Victory AI's opioid use disorder outcomes intelligence platform, including related websites, APIs, dashboards, analytics, documentation, and associated services. "Customer Data" means data, including PHI and Part 2 records, that Customer or its Authorized Users submit to or make available through the Platform, or that Victory AI collects or generates on Customer's behalf. "Authorized User" means an individual employee, contractor, or agent of Customer authorized by Customer to access the Platform under Customer's account. "Order Form" means a written or electronic ordering document signed or accepted by both parties that references these Terms. "Business Associate Agreement" or "BAA" means the HIPAA Business Associate Agreement between the parties. "QSOA" means a Qualified Service Organization Agreement under 42 C.F.R. Part 2. 2. Eligibility and Accounts The Platform is intended for use by healthcare organizations, treatment programs, payers, researchers, public health entities, and other business users. You represent that you are at least 18 years old, have authority to bind your organization, and will use the Platform only for lawful business purposes. Customer is responsible for (a) maintaining the confidentiality of login credentials; (b) all activity conducted under Authorized User accounts; (c) promptly notifying Victory AI of any unauthorized access; and (d) ensuring Authorized Users comply with these Terms.
Victory AI — Confidential Page 2 of 7 3. License and Access Subject to these Terms and payment of applicable fees, Victory AI grants Customer a non- exclusive, non-transferable, non-sublicensable, revocable license during the subscription term to access and use the Platform solely for Customer's internal business purposes and in accordance with the applicable Order Form, documentation, and law. 4. Restrictions Customer and its Authorized Users shall not: Copy, modify, create derivative works of, reverse engineer, decompile, or disassemble the Platform, except to the extent such restriction is prohibited by applicable law; Rent, lease, sell, sublicense, distribute, or transfer access to the Platform to any third party; Use the Platform to build a competing product or service, or to benchmark against competing products without prior written consent; Circumvent or disable security, rate-limiting, or access-control features; Use the Platform in violation of HIPAA, 42 C.F.R. Part 2, state privacy or behavioral health laws, the Controlled Substances Act, applicable anti-kickback laws, or any other applicable law; Upload malicious code, conduct penetration testing without written authorization, or interfere with other customers' use of the Platform; Attempt to re-identify de-identified data; Use the Platform to make clinical decisions without appropriate professional review (see Section 7); or Use the Platform's outputs to train machine learning or AI models that compete with Victory AI. 5. Customer Data and Privacy Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Victory AI a worldwide, royalty-free, non-exclusive license to host, process, transmit, display, and use Customer Data solely as necessary to provide the Platform and as otherwise permitted by the BAA, QSOA, and applicable Order Form. De-identified data. To the maximum extent permitted by HIPAA, 42 C.F.R. Part 2, applicable law, and the BAA or QSOA, Customer grants Victory AI a perpetual, irrevocable, worldwide license to create, use, and disclose de-identified information derived from Customer Data for lawful purposes, including improving the Platform, research, benchmarking, and publication of
Victory AI — Confidential Page 3 of 7 aggregate statistics, provided that such de-identified data is created in compliance with 45 C.F.R. § 164.514(b) (HIPAA) and, where applicable, 42 C.F.R. § 2.11. Customer responsibilities. Customer represents and warrants that it has all necessary rights, authorizations, and consents (including any required patient consents under Part 2) to submit Customer Data to the Platform and to authorize Victory AI's use as described in these Terms, the BAA or QSOA, and applicable Order Forms. Privacy. Our collection and use of information is described in the Privacy Policy, which is incorporated by reference. The BAA, QSOA, or other Customer Agreement governs PHI and Part 2 records. 6. Intellectual Property Victory AI and its licensors own all right, title, and interest in and to the Platform, including all software, algorithms, models, documentation, user interfaces, designs, and any improvements or modifications thereto, and all related intellectual property rights. No rights are granted except as expressly set forth in these Terms. Feedback you provide is licensed to Victory AI on a perpetual, irrevocable, royalty-free basis for any purpose. 7. No Medical Advice; Clinical Decision Support THE PLATFORM IS A CLINICAL AND OPERATIONAL DECISION-SUPPORT TOOL. IT IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT, DIAGNOSIS, OR TREATMENT. Outputs, risk scores, predictions, alerts, and recommendations are intended to inform, not replace, the independent judgment of qualified healthcare professionals. Customer is solely responsible for clinical decisions made by its personnel. Victory AI does not practice medicine and does not create a provider-patient relationship with any patient. Customer shall ensure that its clinicians review, validate, and exercise independent judgment before acting on any Platform output. 8. Third-Party Services and Integrations The Platform may interoperate with third-party services (e.g., EHRs, HIEs, identity providers, cloud infrastructure) that Customer or its vendors select. Victory AI is not responsible for third- party services, and Customer's use of them is governed by the third party's terms. Integrations may be discontinued by the third party at any time. 9. Fees and Payment Customer shall pay all fees set forth in the applicable Order Form. Unless otherwise specified: (a) fees are due net 30 days from invoice date; (b) fees are non-refundable; (c) overdue amounts
Victory AI — Confidential Page 4 of 7 bear interest at 1.5% per month or the maximum permitted by law; and (d) Customer is responsible for all applicable taxes other than taxes on Victory AI's net income. 10. Term and Termination Term. These Terms commence on the Effective Date of the first Order Form and continue until all Order Forms have expired or terminated. Termination for cause. Either party may terminate for the other party's material breach that remains uncured for 30 days after written notice. Victory AI may suspend or terminate access immediately for (i) non-payment beyond the cure period; (ii) security threats; (iii) violations of Section 4 or law; or (iv) insolvency events. Effect of termination. Upon termination, Customer's access ceases and Victory AI will return or destroy Customer Data as required by the BAA, QSOA, or Order Form. Sections 4, 5 (de-identified data license), 6, 7, 11, 12, 13, 14, 15, 16, and 17 survive termination. 11. Warranties and Disclaimers Limited warranty. Victory AI warrants that it will provide the Platform in a professional and workmanlike manner and in material conformance with the documentation. Customer's sole and exclusive remedy for breach of this warranty is correction of the non-conforming service or, if Victory AI cannot reasonably correct it, termination of the affected Order Form and a pro-rata refund of prepaid fees for the unused portion. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." VICTORY AI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. VICTORY AI DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY OUTPUTS WILL BE ACCURATE OR FREE FROM BIAS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR CLINICAL AND BUSINESS DECISIONS BASED ON THE PLATFORM. 12. Indemnification By Victory AI. Victory AI will defend Customer against third-party claims alleging that the Platform, as provided by Victory AI and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded or agreed in settlement. Victory AI has no obligation for claims arising from (a) Customer Data; (b) modifications not made by Victory AI; (c) combinations with non-Victory AI products; or (d) use in violation of these Terms or law.
Victory AI — Confidential Page 5 of 7 By Customer. Customer will defend Victory AI against third-party claims arising from (a) Customer Data, including claims that Customer lacked rights or consents required under HIPAA or Part 2; (b) Customer's or Authorized Users' use of the Platform in violation of these Terms or law; or (c) clinical decisions made by Customer's personnel. 13. Limitation of Liability EXCLUSION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR COST OF SUBSTITUTE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY. CAP. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO VICTORY AI UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. Exclusions from cap. The foregoing limitations do not apply to (a) a party's indemnification obligations; (b) breach of confidentiality obligations; (c) Customer's payment obligations; (d) a party's gross negligence, willful misconduct, or fraud; or (e) liabilities that cannot be limited under applicable law, including certain HIPAA- or Part 2-related liabilities as set forth in the BAA or QSOA. 14. Confidentiality Each party will protect the other's Confidential Information using at least reasonable care, use it solely to perform under these Terms, and disclose it only to personnel and representatives with a need to know who are bound by confidentiality obligations. Confidential Information excludes information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party. PHI and Part 2 records are governed by the BAA or QSOA, which control over this Section. 15. Compliance with Laws; Export; Anti-Corruption Each party will comply with all applicable laws. The Platform and related technology are subject to U.S. export laws. Customer will not export, re-export, or transfer the Platform in violation of those laws, and will not use the Platform in a manner that would cause either party to violate the Anti-Kickback Statute, Stark Law, False Claims Act, Foreign Corrupt Practices Act, or equivalent laws.
Victory AI — Confidential Page 6 of 7 16. Governing Law; Dispute Resolution; Arbitration Governing law. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Informal resolution. Before initiating formal proceedings, the parties will attempt in good faith to resolve any dispute through escalation to senior executives for at least 30 days. Arbitration. Any dispute not resolved informally will be finally resolved by binding arbitration administered by JAMS under its then-current Streamlined Arbitration Rules, before a single arbitrator, in Wilmington, Delaware (or by videoconference). Judgment on the award may be entered in any court of competent jurisdiction. Class action waiver. EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate claims or preside over any representative or class proceeding. Equitable relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property or Confidential Information. 17. General Provisions Entire agreement. These Terms, together with the Privacy Policy, Order Forms, BAA, QSOA, and any other documents expressly incorporated, constitute the entire agreement and supersede all prior agreements on the subject. In case of conflict, the order of precedence is: (1) BAA/QSOA (for PHI/Part 2 matters); (2) Order Form; (3) these Terms; (4) Privacy Policy. Assignment. Neither party may assign these Terms without the other's prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Any other attempted assignment is void. Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control (e.g., natural disasters, war, terrorism, labor actions, internet failures, governmental orders, public health emergencies). Payment obligations are not excused. Notices. Notices must be in writing and sent to legal@victory.ai (for Victory AI) and the Customer contact listed in the Order Form, with a copy by mail for material notices. Publicity. Victory AI may identify Customer as a customer and use Customer's name and logo in a customer list, subject to Customer's trademark guidelines. Other publicity requires mutual written consent. Independent contractors. The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.
Victory AI — Confidential Page 7 of 7 Severability; waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the rest will remain in effect. Failure to enforce a provision is not a waiver. Headings. Headings are for convenience only and do not affect interpretation. 18. Contact Victory AI, Inc. Email: legal@victory.ai Mailing address: [Insert Address]