Terms of Service
September 16, 2025
Version: 1
Last updated: Aug 25, 2025
Welcome to Victoria AI LLC (“Victoria AI,” “we,” “our,” or “us”). These Terms and Conditions (“Terms”) govern your access to and use of our platform and related services (collectively, the “Platform”).
By clicking ‘Agree,’ you consent to enter into this agreement electronically. Your recorded electronic acceptance has the same legal effect as a handwritten signature.
1.1 Eligibility. You must be at least 18 years old and have the legal capacity to enter into this agreement. By creating an account, you represent and warrant that you meet these requirements.
1.2 Account Registration. You agree to provide accurate, current, and complete information when creating your account and to keep such information up to date.
1.3 Account Responsibility. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account, whether or not authorized by you. You must immediately notify us of any unauthorized use or security breach.
1.4 Account Sharing. Accounts may not be shared or used by more than one individual user. Each user must have their own login credentials unless otherwise agreed in writing by Victoria AI.
1.5 Organizational Accounts. If you are creating an account on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and all references to “you” in these Terms will include such organization.
1.6 Right to Refuse Service. We reserve the right to suspend, disable, or terminate accounts, or to refuse service, at our discretion if we reasonably believe these Terms have been violated or continued access may cause harm to the Platform, Victoria AI, or others.
2.1 System Purchases and Subscriptions. When an admin or owner in your organization purchases a system, you will be charged a prorated subscription fee at the time of purchase. Proration is calculated on a 30-day monthly basis, meaning the subscription cost for the remaining days in your billing cycle will be proportionally charged. Thereafter, on the billing date set during your first purchase, your payment method will be charged automatically each month for the total monthly subscription fees of all active systems in your organization’s account. System pricing may be structured as (a) per seat, (b) per connected external account, or (c) a flat rate, depending on the system purchased. We will provide clear and conspicuous disclosure of auto-renewal terms and instructions for cancellation, in compliance with applicable law.
2.2 Tokens. Systems require tokens to operate. Tokens may be purchased (a) as one-time purchases at a price you select, or (b) through automatic recharges, which admins or owners may configure by setting a threshold and purchase amount. If your organization runs out of tokens, system operation may pause until additional tokens are purchased. In the event that your organization incurs a token deficit (i.e., tokens used exceed the available balance), you authorize Victoria AI to automatically charge your payment method to cover the deficit. Deficit charges will not exceed the configured recharge amount per event unless explicitly approved by the organization owner.
2.3 Authorized Purchasers. Only users designated as organization admins or owners may purchase systems or tokens. All purchases made by admins or owners are binding on the entire organization, and you authorize Victoria AI to rely on such authority.
2.4 Automatic Charges. You consent and authorize Victoria AI to store your payment method and automatically charge it for all applicable fees, including prorated subscription fees, recurring system subscription fees, token purchases, token recharges, token deficit charges, and any other authorized purchases made on your organization’s account.
2.5 Billing Responsibility. You are responsible for ensuring that your payment method remains current and has sufficient funds. Failed payments may result in suspension or termination of access to the Platform or to specific systems.
2.6 Refunds and Proration. Except as required by law, all payments are non-refundable. Fees are not prorated if you downgrade, cancel, or terminate your account before the end of a billing cycle.
2.7 Taxes. All fees are exclusive of applicable taxes, levies, or duties. You are responsible for the payment of all such taxes associated with your purchases, except for taxes based on Victoria AI’s net income.
3.1 No Guarantee of Operation. The Platform may be unavailable from time to time due to maintenance, upgrades, security updates, system failures, third-party service interruptions, or other causes beyond our reasonable control. We do not guarantee uninterrupted, timely, secure, or error-free operation of the Platform, or that the Platform will meet your specific requirements. We are not liable for any data loss resulting from downtime.
3.2 Third-Party Dependencies. The Platform depends on third-party services, hosting providers, APIs, and integrations. Victoria AI is not responsible or liable for interruptions, errors, delays, or failures caused by such third parties.
3.3 Right to Suspend or Modify. We reserve the right to suspend, restrict, or modify access to the Platform (in whole or in part) at any time, including for maintenance, improvements, feature updates, or to comply with applicable law or protect the security or integrity of the Platform. We are not liable for any loss or damages resulting from such suspension, restriction, or modification.
3.4 Disclaimer of Warranties. The Platform is provided on an “as is” and “as available” basis, without warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.
4.1 At Your Own Risk. Victoria AI provides systems that leverage artificial intelligence to assist with business functions, including but not limited to contacting prospects or customers, posting content to external platforms, and executing automations. You acknowledge and agree that:
4.2 No Responsibility for Outputs. Victoria AI makes no representations or warranties as to the accuracy, reliability, legality, ethics, or suitability of any AI-generated output. We are not responsible or liable for any consequences arising from AI outputs, including but not limited to reputational harm, regulatory or legal exposure, loss of business, or third-party claims.
4.3 User Responsibility. You are solely responsible for reviewing, monitoring, and approving all AI outputs before relying on them or allowing them to be communicated externally. Without limiting the foregoing, you are responsible for ensuring that:
4.4 Automated Actions. Where you enable the Platform to take automated actions (such as sending communications or posting content on your behalf), you acknowledge and agree that such actions are taken under your direction and control, and Victoria AI disclaims all liability arising from them.
4.5 Third-Party Platform Compliance. Automated use of third-party platforms (including but not limited to email providers, LinkedIn, CRMs, or other external systems) may be subject to those platforms’ own terms of service and acceptable use policies. Use of the Platform does not guarantee compliance with such third-party requirements, and you are solely responsible for ensuring that your use of the Platform does not result in suspension, restriction, or termination of your third-party accounts.
5.1 Our Security Practices. We take security seriously and implement reasonable and appropriate technical and organizational measures designed to protect the integrity, confidentiality, and availability of data, including secure development practices, role-based access controls, Row Level Security (RLS), and use of trusted third-party hosting providers such as Supabase. However, no system is completely secure, and we cannot guarantee absolute security.
5.2 Your Responsibility. You are solely responsible for the data you input into the Platform and for maintaining appropriate backups of your own data. You agree not to upload or transmit through the Platform any sensitive categories of personal information including, without limitation, Social Security numbers, government ID numbers, protected health information (PHI), payment card or financial account information, biometric data, sensitive business information, trade secrets, or any other sensitive data you would not willingly grant access to a third party. The Platform is not designed to process these categories of data, and Victoria AI disclaims all liability arising from their submission.
5.3 Third-Party Services. The Platform may rely on or integrate with third-party services and providers (including hosting, storage, payment, and AI model providers). You acknowledge that data processed through the Platform may be transferred to and processed by such third parties, and that Victoria AI is not responsible for their acts or omissions.
5.4 Privacy Policy. Our collection, use, and disclosure of personal information is further described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to such collection, use, and disclosure.
5.5 Data Loss or Breach. While we use reasonable safeguards to protect data, we do not guarantee that unauthorized access, disclosure, alteration, or loss of data will never occur. In the event of a data incident affecting your data, we will use commercially reasonable efforts to notify you if required by applicable law.
5.6 Data Subject Rights. If you are a resident of California, the European Union, or another jurisdiction with similar data protection laws, you may have additional rights regarding your personal information, including rights of access, correction, deletion, portability, and restriction of processing. Requests to exercise such rights can be made through the contact details provided in Section 16. These rights are subject to the limitations and exceptions provided by applicable law, and additional details are set forth in our Privacy Policy.
6.1 Prohibited Uses. You agree not to, and will not permit others to, directly or indirectly:
6.2 Responsibility for Compliance. You are solely responsible for ensuring your use of the Platform complies with all applicable laws and regulations, including but not limited to privacy, data protection, marketing, intellectual property, and export control laws.
6.3 Monitoring and Enforcement. Victoria AI reserves the right (but has no obligation) to monitor your use of the Platform to ensure compliance with this Section, and to suspend or terminate access if we determine, in our sole discretion, that you have violated these obligations.
7.1 Ownership of the Platform. All rights, title, and interest in and to the Platform (including but not limited to its software, code, algorithms, architecture, models, APIs, systems, designs, documentation, and all related intellectual property) are and will remain the exclusive property of Victoria AI and its licensors. Except for the limited license expressly granted below, no rights are granted to you under these Terms, whether by implication, estoppel, or otherwise.
7.2 License Grant. Subject to your compliance with these Terms and payment of all applicable fees, Victoria AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform and any systems or modules you have subscribed to, solely for your internal business purposes during the term of your subscription.
7.3 Restrictions. You may not (and you agree not to permit or authorize any third party to):
7.4 User Data. You retain ownership of all data, content, and materials you input into the Platform (“User Data”). You grant Victoria AI a worldwide, non-exclusive, royalty-free license to host, process, transmit, and use User Data as necessary to operate and provide the Platform and related services.
7.5 Feedback. If you provide suggestions, ideas, or feedback regarding the Platform (“Feedback”), you grant Victoria AI a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, and incorporate such Feedback into the Platform without restriction or obligation to you.
7.6 Third-Party Content and Integrations. The Platform may include integrations with or access to third-party services, tools, or content. Such third-party materials are subject to their own terms, and Victoria AI disclaims all responsibility or liability in connection with them.
8.1 Exclusion of Damages. To the maximum extent permitted by law, in no event will Victoria AI, its affiliates, licensors, or service providers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, including but not limited to damages for loss of profits, loss of revenue, loss of goodwill, loss of business opportunities, business interruption, loss of data, or other intangible losses, even if we have been advised of the possibility of such damages.
8.2 Liability Cap. To the maximum extent permitted by law, our total aggregate liability for all claims arising out of or relating to these Terms, the Platform, or your use of the Platform, whether in contract, tort, or otherwise, will not exceed the total amount you paid to us in the three (3) months immediately preceding the event giving rise to the claim.
8.3 Essential Purpose. The limitations and exclusions set forth in this Section apply to the maximum extent permitted by law, even if any remedy fails of its essential purpose.
8.4 Exceptions. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, such as liability for fraud, intentional misconduct, or death or personal injury caused by negligence.
9.1 Agreement to Arbitrate. Any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or your use of the Platform will be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect, except as modified by these Terms. The arbitration will be conducted before a single arbitrator, in English, and held in Duval County, Florida, unless we both agree otherwise.
9.2 Class Action Waiver. You agree that disputes will be resolved only on an individual basis, and you waive any right to bring or participate in a class, consolidated, or representative action.
9.3 Costs. Each party will be responsible for its own attorneys’ fees and related expenses, and the parties will share equally in the fees and costs of arbitration, unless the arbitrator determines that allocation of costs in a different manner is required by law.
9.4 Equitable Relief. Notwithstanding the foregoing, either party may bring an action in a state or federal court located in Duval County, Florida for injunctive or other equitable relief to protect its intellectual property rights or confidential information, without first engaging in arbitration.
9.5 Small Claims Court. Nothing in this Section prevents either party from bringing an individual action in a small claims court of competent jurisdiction.
9.6 Survival. This Dispute Resolution section will survive termination of your account or these Terms.
10.1 Your Obligations. You agree to indemnify, defend, and hold harmless Victoria AI, its affiliates, licensors, officers, directors, employees, contractors, and agents (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
10.2 Defense and Settlement. You will control the defense of any indemnified claim, subject to Victoria AI’s right to participate with counsel of its choosing at its own expense. You may not settle any claim without Victoria AI’s prior written consent if the settlement (i) admits liability on behalf of any Indemnified Party, (ii) imposes any obligation on any Indemnified Party, or (iii) does not fully release all Indemnified Parties from liability.
10.3 Survival. This Section will survive termination of your account or these Terms.
11.1 System-Level Cancellation. Organization admins and owners may cancel or deactivate individual systems at any time through the Platform. Upon deactivation, usage of the affected system will immediately pause, and all future subscription billing related to that system will stop. Any fees already paid for the current billing cycle are non-refundable, and no prorated credits will be issued except as required by applicable law.
11.2 Organization-Level Cancellation. Organization owners may deactivate their entire organization at any time through the Platform. Upon deactivation:
11.3 Data Retention and Deletion After Cancellation. System-level and organization-level data may be securely stored after cancellation or deactivation so that an owner may reactivate systems or the organization in the future without starting over. Data retention is not guaranteed indefinitely and may be subject to our data retention policies or applicable law. You may also request permanent deletion of your data upon cancellation, subject to our legal obligations to retain certain records.
11.4 Outstanding Charges. Any outstanding balances or unpaid fees accrued prior to cancellation remain due and payable. Victoria AI may automatically charge the payment method on file to settle outstanding amounts, even after cancellation, unless the payment method is removed or invalid.
11.5 Suspension or Termination by Victoria AI. We may suspend, limit, or terminate your access to the Platform, in whole or in part, at any time, with or without notice, if we determine, in our sole discretion, that (a) you have violated these Terms; (b) your payment is overdue or your payment method is invalid; (c) your use of the Platform may cause harm to Victoria AI, other users, or third parties; (d) your use of the Platform violates applicable law or regulation; or (e) continued provision of the Platform is no longer commercially viable.
11.6 Effect of Termination. Upon termination of your account or these Terms:
11.7 Survival. Sections relating to billing obligations, intellectual property, disclaimers, indemnification, limitation of liability, dispute resolution, governing law, force majeure, and any other provisions which by their nature should reasonably survive termination will remain in effect after termination.
11.8 No Liability for Termination. Victoria AI will not be liable to you or any third party for suspension, limitation, or termination of your account or access to the Platform in accordance with these Terms.
12.1 Right to Update. We may update or modify these Terms from time to time to reflect changes in our business, the Platform, legal requirements, or other reasons at our discretion.
12.2 Notice of Changes. We will notify you of material changes to these Terms by sending an email to the address associated with your account and/or by posting a notice within the Platform.
12.3 Acceptance of Changes. Unless otherwise stated in the notice, the revised Terms will take effect immediately upon posting. For material changes, we will provide at least thirty (30) days’ advance notice where required by law. Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Platform and may terminate your account under Section 11.
13.1 Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Florida and, where applicable, the federal laws of the United States, without regard to conflict of law principles.
13.2 Venue. Subject to the Dispute Resolution provisions in Section 9, you agree that any legal action, suit, or proceeding arising out of or related to these Terms that is not subject to arbitration will be brought exclusively in the state or federal courts located in Duval County, Florida, and you consent to the personal jurisdiction of such courts.
13.3 Waiver of Objections. You waive any objection to the laying of venue in such courts and any claim that such proceedings have been brought in an inconvenient forum.
14.1 No Liability for Force Majeure Events. Victoria AI will not be liable or deemed to be in breach of these Terms for any failure or delay in performance caused by circumstances beyond our reasonable control (“Force Majeure Event”), including but not limited to acts of God, natural disasters, fire, flood, earthquake, severe weather, epidemics or pandemics, war, terrorism, civil or military disturbances, labor disputes, strikes, government actions, embargoes, cyberattacks, denial-of-service attacks, failures of third-party service providers, telecommunications or internet disruptions, or supply chain interruptions.
14.2 Suspension of Performance. During a Force Majeure Event, our obligations under these Terms will be suspended for the duration of the event and the period of time reasonably necessary to resume performance. Deadlines or delivery dates affected by a Force Majeure Event will be extended accordingly.
14.3 Payment Obligations. Your payment obligations under these Terms are not excused or suspended due to a Force Majeure Event affecting you or us.
14.4 Right to Terminate. If a Force Majeure Event continues for more than thirty (30) consecutive days and materially prevents Victoria AI from providing the Platform, either party may terminate these Terms upon written notice to the other, without liability other than payment obligations accrued prior to termination.
15.1 Entire Agreement. These Terms constitute the entire agreement between you and Victoria AI with respect to the Platform and supersede any prior or contemporaneous agreements, communications, or understandings, whether written or oral, relating to the subject matter.
15.2 Severability. If any provision of these Terms is found invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.
15.3 Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempted assignment without consent will be void. We may assign or transfer these Terms without restriction. These Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
15.4 No Waiver. Failure or delay by Victoria AI to enforce any right, remedy, or provision of these Terms will not constitute a waiver of such right, remedy, or provision.
15.5 Headings. Section titles and headings are for convenience only and will not affect the interpretation of these Terms.
15.6 Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Victoria AI. You may not hold yourself out as an agent or representative of Victoria AI.
15.7 No Third-Party Beneficiaries. These Terms are for the sole benefit of you and Victoria AI and do not confer any rights or remedies on any third party.
15.8 Statutory Rights. Nothing in these Terms is intended to limit your statutory rights where such rights cannot be waived or limited by contract.
For questions about these Terms, please contact:
Victoria AI LLC
