
Victory AI — Confidential
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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