Terms of Service

1. Agreement & acceptance

These Terms apply to anyone who accesses the Services. Some Services or features are governed by additional terms or partner agreements presented to you at the point of activation (for example, cardholder agreements with our issuing-bank partner, brokerage and customer agreements for investment activity, prediction-market venue rules, travel-supplier conditions of carriage, and on-chain transfer disclosures). Where any additional terms conflict with these Terms, the additional terms control with respect to the Service to which they apply.

We may make these Terms and other documents available to you in your local language. The English-language version controls in the event of a conflict, except where local law requires otherwise.

2. Key definitions

• Account — the user account you register with Victoi.
• Balance — funds held in your Victoi wallet, denominated in one or more supported currencies, which you may use to fund transactions.
• Beneficiary — any person, account, or address you have designated to receive transfers from you.
• Content — any text, image, audio, video, file, document, message, call recording, or other material you upload, send, or otherwise make available through the Services.
• Partner — a regulated bank, card issuer, broker-dealer, custodian, mobile-money operator, prediction-market venue, travel supplier, or other third party we rely on to deliver a specific Service.
• Restricted Jurisdiction — a country, state, region, or sub-region in which we do not offer the Services, or in which a particular Service is unavailable, due to law, sanctions, regulatory status, or our own policies.

3. Eligibility

To use the Services, you must:

• be at least 18 years old (or the higher age of legal majority in your jurisdiction);
• have the legal capacity to enter into a binding contract and not be barred from receiving services under applicable law;
• not be located in, ordinarily resident in, or accessing the Services from a Restricted Jurisdiction, including any jurisdiction subject to comprehensive U.S., U.K., EU, or U.N. sanctions, and not be a person with whom U.S. persons are prohibited from doing business;
• not appear on any U.S. Office of Foreign Assets Control specially-designated-nationals list, U.K. HM Treasury sanctions list, EU consolidated list, or other applicable sanctions or denied-party list;
• provide accurate, current, and complete information during registration and KYC.

4. Accounts & security

You are responsible for keeping your account credentials, recovery factors, devices, and PINs confidential, for all activity that occurs under your account, and for promptly notifying us at legal@victoi.com if you suspect unauthorized access or a security incident. We may require additional authentication factors (for example, device biometrics through Face ID or Touch ID, one-time passwords, or step-up verification) for certain actions.

You may have only one personal account. You may not share, lend, transfer, or sell your account, or use the account of another person.

5. KYC & identity verification

We are required by law to verify the identity of our customers and to perform ongoing monitoring of account activity. To open and maintain an account and to use certain Services, you must complete identity verification, which may require you to:

• provide your legal name, date of birth, residential address, country of nationality, and tax-identification number;
• submit a photograph of a valid government-issued identity document and a selfie or short live video for liveness and face-match;
• provide additional documentation about source of funds, source of wealth, employment, or beneficial-ownership information, where required.

We may decline to open or continue an account, decline to process a transaction, freeze a balance, or close an account at any time if we are unable to verify your identity, if you provide inaccurate or incomplete information, or if we believe doing so is necessary to comply with law, partner requirements, or our internal risk policies. Further detail is in our KYC / AML Policy.

6. Victoi wallet & balances

The Victoi wallet lets you hold a Balance in supported currencies and use it to fund transactions. Balances are not bank deposits, are not insured by the FDIC, the FSCS, or any other deposit-insurance program, and do not bear interest. Balances are held with our banking and treasury Partners, which may safeguard customer funds in pooled or segregated accounts as required by applicable law and partner contracts.

Money movement services are provided in partnership with Bridge, a licensed and regulated payments provider. Money transmission services for U.S. residents are provided by Bridge Building Inc., NMLS #2450917; for U.S. state licensing information, see www.nmlsconsumeraccess.org. Services for residents of the European Economic Area are provided by Bridge Building S.A., RCS Luxembourg B298785. Services for all other residents are provided under the terms of service of Bridge Ventures LLC. Your use of these money movement services is additionally governed by the applicable Bridge terms of service presented to you at activation.

Available currencies, transaction limits, fees, hold times, and supported countries depend on your jurisdiction, your verification level, and Partner availability, and may change. We may place a hold on, reverse, or refuse to process a transaction in order to comply with the law, manage risk, investigate suspected fraud, or comply with a Partner request.

7. Cards

Victoi-branded payment cards (physical and virtual) are issued by a regulated card-issuing Partner under a separate cardholder agreement that is presented to you at activation. Use of the card is governed by that cardholder agreement and by these Terms. Card-network rules (Visa, Mastercard, American Express, Discover, UnionPay, JCB, RuPay, and similar) apply to card transactions, including authorization, settlement, chargebacks, and disputes.

8. Transfers & mobile money

You may send transfers to other Victoi users, to bank accounts, to blockchain (on-chain) addresses, and to mobile-money wallets through Partner networks (including, where supported, Onafriq, Orange Money, MTN, Airtel, Vodacom, Wave, M-Pesa, Telebirr, EcoCash, and similar operators). You are responsible for verifying recipient details before submitting a transfer; once submitted, transfers may be irreversible.

Receiver-side delays, conversion rates, intermediary-bank fees, and last-mile failures are beyond our exclusive control. We will use commercially reasonable efforts to recover failed transfers, but cannot guarantee recovery. Cross-border transfers may be subject to disclosure requirements under U.S. Regulation E and similar laws in other jurisdictions; the relevant disclosures will be presented to you before you submit the transfer.

9. Investing — stocks

Where supported, the Services let you place orders to buy and sell publicly listed equity securities. Brokerage, custody, clearing, and execution services are provided by one or more regulated broker-dealer or investment-firm Partners under a separate customer agreement that is presented to you when you enable the investing feature. Victoi is not a registered broker-dealer in the United States and does not itself execute, custody, or clear securities transactions; we provide the technology interface and route your orders to the Partner.

Investing involves substantial risk, including the risk of losing some or all of your investment. Past performance does not guarantee future results. Information shown in the app, including market data, news, watchlists, and analytics, is provided for informational purposes only and does not constitute investment advice or a recommendation. You are solely responsible for your investment decisions and for understanding the tax consequences of those decisions.

10. Brokerage services and securities

Where offered, securities brokerage services are provided by Alpaca Securities LLC (doing business as "Alpaca Clearing"), a broker-dealer registered with the U.S. Securities and Exchange Commission and a member of FINRA and SIPC, and a wholly-owned subsidiary of AlpacaDB, Inc. (the "Broker"). Victoi is not a broker-dealer, investment adviser, or exchange, and does not hold, carry, or clear customer securities. When you place an order through the Services, Victoi transmits that order to the Broker, and the Broker executes, clears, settles, and carries the resulting position.

Securities you acquire through the Services are real equity securities, not synthetic or derivative instruments. Subject to the Broker’s customer agreement and the terms applicable to fractional shares, the economic rights attaching to a share — including dividends and corporate-action proceeds — pass through to you in proportion to your holding. Voting, proxy, and other shareholder rights are exercised in accordance with the Broker’s customer agreement; fractional positions may carry limited or no voting rights and are generally not transferable to another broker.

Opening a brokerage account requires you to accept the Broker’s customer agreement and to satisfy its identity-verification and eligibility requirements. Brokerage services are offered only where the Broker is registered or licensed and may be unavailable in some jurisdictions. Investing involves significant risk, including the risk of total loss. Trading is subject to market hours, settlement cycles, order-type availability, and market-data integrity. SIPC protects against the failure of a broker-dealer and does not protect against loss in the market value of securities. Nothing in the Services is a recommendation or investment advice; you self-direct your own investments. Geographic restrictions may apply for this product based on local regulatory requirements.

11. Prediction markets

Where offered, the prediction-market features let you take positions on contracts that resolve based on a future event (for example, a sports outcome, a macroeconomic indicator, or an election result). Prediction-market activity is operated by, or in cooperation with, a Partner venue subject to its own rulebook, market rules, settlement procedures, and licensing regime, which apply to your trading.

Risk and availability. Prediction-market contracts are speculative; outcomes are uncertain; you may lose all of the funds you commit to a position. Availability, contract types, margining, position limits, and resolution sources depend on the Partner venue and your jurisdiction. Some contracts and contract categories may be unavailable in certain U.S. states, EEA member states, or other regions. We may suspend or remove a market at any time and settle existing positions in accordance with the venue's rules.

Prediction-market contracts are not deposits, securities, or insurance products. Leaderboards and competitive features are intended for informational and entertainment purposes and do not represent investment performance.

Regulatory status. Prediction-market contracts are event contracts. In the United States, event contracts are within the jurisdiction of the Commodity Futures Trading Commission (CFTC) and may lawfully be offered to U.S. persons only on a CFTC-designated contract market or other CFTC-authorized or exempt venue. Where the prediction-market features are made available to you, access is provided through a Partner venue operating under the applicable regime; Victoi is not a designated contract market, futures commission merchant, swap execution facility, or derivatives clearing organization, and does not itself hold a CFTC registration. Event contracts are not securities and are not protected by SIPC; they are not deposits and are not insured by the FDIC. They are speculative, and you may lose the entire amount committed to a position. Certain contracts and contract categories are unavailable in some U.S. states and other jurisdictions, and we may restrict access based on your location. Geographic restrictions may apply for this product based on local regulatory requirements.

12. On-chain deposits & transfers

Where supported, the Services let you store public-blockchain addresses on supported networks (for example, Ethereum, Solana, Tron, and Stellar) and send and receive supported assets to and from those addresses through Partner networks as a way of moving money into and out of your Balance. Incoming on-chain transfers of supported assets are converted into your wallet currency at the applicable rate and credited to your Balance, subject to the fees disclosed at the time of the transaction; Victoi does not hold crypto-asset balances on your behalf. Public-blockchain transactions are irreversible and visible on the underlying ledger. You are solely responsible for verifying the destination address, network, and asset before confirming a transaction. We are not responsible for losses caused by sending assets to the wrong address, the wrong network, or an address you do not control.

Some assets, networks, or features may be unavailable in your jurisdiction. We may, without notice, suspend or remove support for an asset or network for legal, security, liquidity, or operational reasons.

13. Travel booking

The travel features let you search and book flights, hotels, seats, and ancillaries through our travel supply Partner (Duffel) and the underlying carriers, hotels, and aggregators. Bookings are subject to the conditions of carriage, fare rules, hotel terms, and cancellation, change, refund, and baggage policies of the supplier. Prices and availability are not guaranteed until the booking is confirmed and ticketed by the supplier.

You are responsible for ensuring that all passenger names match government-issued ID, that you have valid travel documents (passport, visa, health certifications), and that you comply with the destination's entry requirements. Victoi acts as an intermediary; the contract of carriage or accommodation is between you and the underlying supplier.

14. Messaging, calls & content

The Services include messaging, one-to-one and group voice and video calls, broadcast channels, file and media sharing, voice notes, screen sharing, and related communication features. Real-time voice and video calling is delivered over Voice over Internet Protocol (VoIP) through our real-time-communications Partner (currently LiveKit) and depends on your internet connection and device.

14.1 No emergency services

THE SERVICES ARE NOT A TELEPHONE SERVICE AND DO NOT SUPPORT CALLS TO EMERGENCY SERVICES (such as 911, 112, 999, or any public-safety answering point), and cannot carry emergency, relay, or operator-assisted calls. Do not rely on the Services to contact emergency services. Always keep an alternative means (such as a mobile or landline phone) to reach emergency services. We are not liable for any inability to reach emergency services through the Services.

14.2 Availability and quality

VoIP calling and messaging depend on factors outside our control, including your device, network, bandwidth, carrier, operating-system restrictions, and third-party push-notification systems. Calls and messages may be delayed, degraded, dropped, mis-ordered, duplicated, or not delivered, and incoming-call alerts may not arrive, particularly when your device is offline, in a low-power or restricted state, or on a network where the required push or relay services are unavailable. In some regions, native call features are limited or unavailable for regulatory reasons and calls may instead be delivered as standard notifications or not at all. We do not guarantee the availability, timeliness, quality, or delivery of any call, message, or notification.

14.3 Recording, content, and consent

You are responsible for the content you send, share, stream, or say through the Services, and for having all rights and consents needed to do so — including, where recording, capturing, or streaming a call, screen, or another person is involved, the consent required by applicable law. Recording laws vary by jurisdiction and some require the consent of all parties. You must comply with them. We may set message, attachment, retention, participant, and call-duration limits, and may apply automated and manual review, filtering, or blocking where required by law or to enforce our policies. Carrier data charges and rates may apply to your use of the Services; those are your responsibility.

15. Jangi (rotating savings & group treasury)

Jangi enables you to participate in rotating-savings circles, group treasuries, and peer-to-peer lending arrangements with other Victoi users. By creating or joining a Jangi circle, you agree to the rules established by the organizer and the participants, including contribution amounts and schedules, payout order, governance, and any associated loan terms.

Jangi is a peer-to-peer feature: Victoi is not a party to your Jangi arrangement, does not guarantee performance by any participant, and does not underwrite, insure, or service the loans. Defaults, late contributions, and disputes are between the participants. Where required by law (for example, lending or money-services regulation), additional restrictions or partner-issued instruments may apply.

16. Events, tickets & fundraising

Organizers may use the Services to create paid or free events, sell tickets, run surveys, and run fundraising campaigns. Organizers are solely responsible for the legality of the event, the accuracy of event information, ticket fulfillment, refunds, taxes, and compliance with applicable consumer-protection, ticketing, and charitable-solicitation laws. Buyers and donors transact directly with the organizer; Victoi acts as a payment-processing intermediary.

17. Viki & AI features

The Services include Viki, our AI assistant and AI-powered features, which can answer questions, hold voice conversations, respond to your camera and documents, search the web, generate images and other media, and help you prepare actions in the app. Viki is governed by the separate Viki AI Terms of Use, which are incorporated into these Terms; in the event of a conflict regarding Viki, the Viki AI Terms of Use control.

AI outputs may be inaccurate, incomplete, biased, or fabricated, and are not financial, investment, tax, legal, medical, or other professional advice, and are not an offer, solicitation, or recommendation regarding any financial product. You are responsible for reviewing outputs before relying on, sharing, or acting on them, and for reviewing and confirming any action Viki helps you prepare. Viki is powered by third-party AI providers (currently Google LLC’s Gemini models); we ask for your consent in the app before your data is first shared with an AI provider, and you can withdraw consent in Settings. See the Viki AI Terms of Use and our Privacy Policy for details.

18. Fees & taxes

We may charge fees for certain Services, including transfers, currency conversion, card usage, ATM access, expedited delivery, premium features, securities and prediction-market activity, travel processing, and other items. Applicable fees, exchange rates, and any markups are disclosed before you confirm a transaction or activate a feature. We may change fees prospectively with notice to the extent required by law.

You are solely responsible for any taxes, duties, or other governmental assessments arising from your use of the Services, including capital-gains, income, value-added, sales, and withholding taxes. We may withhold and remit amounts where required and may issue tax information statements (for example, U.S. IRS Forms 1099) where the Services trigger reporting.

19. Subscriptions, Victoi credit & in-app purchases

Certain premium features and capabilities of the Services — such as the Victoi assistant and other paid features — are offered as paid, automatically renewing subscriptions. When you start a subscription, you select a plan with a recurring billing period, and the plan, its features, and its price are shown to you in the app before you confirm the purchase.

Automatic renewal & cancellation

A subscription renews automatically for successive periods of the same length unless you cancel before the end of the current period. Unless you cancel, we — or the app store through which you subscribed — will charge your payment method for each renewal at the start of the new period. You can view, manage, or cancel a subscription at any time in your account settings and, for a subscription purchased through a third-party app store such as the Apple App Store, in that store's subscription-management settings. Cancelling stops future renewals; it does not by itself refund the period already in progress, except where the law or the applicable app store's policy requires.

Changes to plans and pricing

We may add, remove, or change plans, features, and pricing over time. Where required by law or app-store rules, we will notify you in advance and, for a price increase that would apply to your subscription, give you the opportunity to cancel before it takes effect. The plans, features, and prices that apply to you are always the ones shown in the app at the point of purchase.

Victoi credit

Victoi credit is a prepaid entitlement that can be used to access premium features across the Services, including the Victoi assistant and other paid capabilities. Victoi credit is not money, is not a deposit or stored-value account, and is not redeemable or exchangeable for cash. It cannot be transferred, sold, or withdrawn, and it earns no interest, except where the law requires otherwise.

Victoi credit does not expire — it remains in your account until you spend it — and is applied only after any plan allowance included for the relevant feature is used. The amount of credit you receive, and the cost of the features it can be used for, are shown in the app at the time of purchase or use. Credit is non-refundable except where applicable law requires otherwise.

Purchases made through app stores

If you buy a subscription or Victoi credit through a third-party app store, that purchase is also governed by the app store's own terms, and the app store — not Victoi — processes the payment and handles renewals and any refunds under its policies. All purchases are final except as required by applicable law or by the policy of the app store through which you purchased.

20. App Store & Apple-specific terms

The following additional terms apply when you download or use the Victoi application from the Apple App Store (the "Apple-Provided App"). To the extent these terms conflict with the rest of these Terms as they apply to the Apple-Provided App, these terms control for that app.

• These Terms are concluded between you and Victoi only, and not with Apple. Victoi, not Apple, is solely responsible for the Apple-Provided App and its content.
• Your licence to use the Apple-Provided App is a non-transferable licence to use it on any Apple-branded device that you own or control, as permitted by the Usage Rules set out in the Apple Media Services Terms and Conditions.
• Apple has no obligation to furnish any maintenance or support for the Apple-Provided App. Victoi is solely responsible for any such maintenance and support.
• Victoi, not Apple, is responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. If the Apple-Provided App fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) you paid for it; to the maximum extent permitted by law, Apple has no other warranty obligation with respect to the Apple-Provided App.
• Victoi, not Apple, is responsible for addressing any claims relating to the Apple-Provided App or your use of it, including product-liability claims, claims that it fails to conform to any legal or regulatory requirement, and claims arising under consumer-protection, privacy, or similar laws, including in connection with its use of any in-app purchase or subscription framework.
• In the event of any third-party claim that the Apple-Provided App or your possession and use of it infringes that third party's intellectual-property rights, Victoi, not Apple, is solely responsible for the investigation, defence, settlement, and discharge of that claim.
• You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist-supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.
• Apple and Apple's subsidiaries are third-party beneficiaries of these Terms as they apply to the Apple-Provided App, and upon your acceptance of these Terms Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.

Any questions, complaints, or claims regarding the Apple-Provided App should be directed to Victoi through the contact details in the "Contact us" section of these Terms.

21. Errors, disputes & chargebacks

Where the Services are subject to U.S. Regulation E, you have rights to receive disclosures and to dispute errors involving electronic fund transfers, and we will follow the applicable error-resolution procedures. For card transactions, network chargeback rules and the cardholder agreement with our issuing Partner govern dispute rights. For securities and prediction-market activity, the executing Partner's customer agreement and rulebook govern dispute rights.

To report a problem, contact legal@victoi.com or use in-app support. You must report errors within the time periods required by applicable law (for example, 60 days from the statement date for U.S. Regulation E).

22. Your content & licenses

“Content” means anything you submit, post, upload, send, stream, or generate through the Services — including messages, media, voice notes, call and screen-share streams, documents, profile information, channel and event content, survey and fundraiser content, and inputs to and outputs from Viki. You retain ownership of the Content you submit.

By submitting Content, you grant Victoi a worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license to host, store, cache, copy, reproduce, transmit, display, perform, adapt, and modify the Content (for technical purposes such as resizing, transcoding, formatting, and delivery) as needed to operate, provide, secure, and improve the Services, to enforce our policies, and to comply with law. This license ends when your Content is deleted from our active systems, except that residual copies may persist in backups or logs for a limited period, and except where the Content has been shared with others or is required to be retained by law.

You represent and warrant that you own or have all rights, licenses, consents, and permissions necessary to submit your Content and to grant the above license, and that your Content and its use as permitted here do not and will not infringe, misappropriate, or violate any third party’s intellectual-property, privacy, publicity, or other rights, or any law or these Terms.

We do not control and are not responsible for Content submitted by users, and we do not endorse it. We have the right, but not the obligation, to review, monitor, filter, refuse, remove, disable access to, or restrict any Content, and to limit or remove features, at our discretion, including to comply with law or enforce our policies. We are not a backup service; you are responsible for keeping your own copies of your Content. Content you share through communication features is not confidential as between the participants.

You may submit feedback, ideas, or suggestions about the Services. We may use them for any purpose without obligation, attribution, or compensation to you.

23. Intellectual property

The Services, including the software, design, text, graphics, illustrations, logos, trademarks, trade names, and other materials we provide, are owned by Victoi or its licensors and are protected by copyright, trademark, and other laws. We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for personal, non-commercial purposes, subject to these Terms. You must not copy, modify, distribute, sell, lease, reverse-engineer, or create derivative works of the Services except as permitted by law. Third-party trademarks, marks, and brand imagery referenced in the Services are the property of their respective owners and are used for identification, informational, and illustrative purposes only.

21.1 Copyright complaints (DMCA and equivalents)

We respect intellectual-property rights and respond to notices of alleged infringement that comply with the U.S. Digital Millennium Copyright Act (DMCA) and analogous laws in other jurisdictions. If you believe Content on the Services infringes your copyright, send a written notice to our designated agent at legal@victoi.com that includes: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing and information reasonably sufficient to let us locate it; (d) your contact information; (e) a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the owner or are authorized to act on the owner’s behalf.

If your Content was removed or disabled and you believe this was in error or misidentification, you may send a counter-notification to legal@victoi.com containing the information required by the DMCA. Submitting a materially false notice or counter-notification may expose you to liability. We may forward notices and counter-notifications (including your contact information) to the other party and to third parties such as the Lumen database.

21.2 Repeat infringers

We will, in appropriate circumstances and at our discretion, disable or terminate the accounts of users who are repeat infringers of intellectual-property rights.

24. Acceptable use

Your use of the Services is governed by our Acceptable Use Policy, which is incorporated into these Terms. The AUP prohibits, among other things, illegal activity, money laundering and terrorism financing, fraud, market manipulation, infringement, abuse, impersonation, security violations, and certain restricted businesses and use cases.

25. Third-party services

The Services rely on Partners and third-party providers (banking, card issuing, payments, broker-dealers, prediction-market venues, mobile-money operators, travel suppliers, calling and messaging providers, identity-verification vendors, hosting providers, and others). Your use of those services may be subject to their own terms. We are not responsible for the acts or omissions of third parties beyond our reasonable control.

26. Suspension & termination

We may suspend, restrict, or terminate your access to all or part of the Services at any time, with or without notice, and freeze, hold, or reverse a transaction or balance if we reasonably determine that:

• you have violated these Terms, the AUP, or other policies;
• your account is being used for illegal, fraudulent, or unauthorized activity;
• you fail to complete or maintain identity verification, or our risk processes flag your activity;
• we are required to do so by law, court order, regulator, Partner instruction, or sanctions program;
• your activity creates excessive risk to Victoi, our users, or our Partners (including chargebacks, returns, disputes, market manipulation, or repeated violations).

You may close your account at any time through in-app settings or by contacting legal@victoi.com, subject to settling any outstanding obligations and to legal recordkeeping requirements. Sections that by their nature should survive termination (including 20, 21, 25, 26, 27, 28, 29, and 32) will continue to apply.

Deleting your account. You may delete your account at any time from in-app Settings. When you do, we immediately disable the account and release your email address, phone number, and any linked Apple or Google sign-in identifiers so that they become available for use again. You may restore your account by signing back in with the same method within sixty (60) days of deletion. After that sixty-day window, your account is permanently closed and can no longer be restored, and you would need to create a new account to use the Services again. We may change the length of this restoration window; any change will be reflected in these Terms.

Data retention after closure or deletion. Whether your account is closed by you, deleted, suspended, or terminated by us, we retain your personal information and transaction records for a period of up to ten (10) years from the date of closure — and longer where a law, regulation, court order, tax authority, regulator, or our regulated Partners require a longer period. We do this to comply with our anti-money-laundering (AML), know-your-customer (KYC), tax, financial-services, dispute-resolution, and other legal and regulatory obligations. During this retention period your data is kept in a restricted state and is not used to provide the Services to you. Once the applicable retention period expires, we delete or irreversibly anonymize the data. This retention obligation survives termination of these Terms.

27. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, OR ERROR-FREE; THAT MESSAGES, CALLS, OR NOTIFICATIONS WILL BE DELIVERED, TIMELY, OR OF ANY QUALITY; THAT THE SERVICES CAN REACH EMERGENCY SERVICES; THAT MARKET DATA OR AI OUTPUTS WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE; THAT TRANSACTIONS WILL BE SETTLED IN A PARTICULAR TIMEFRAME; OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS.

THE VALUE OF INVESTMENTS, PREDICTION-MARKET CONTRACTS, SECURITIES, CRYPTO-ASSETS, AND CURRENCIES CAN GO DOWN AS WELL AS UP; PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS; AND YOU MAY LOSE SOME OR ALL OF THE AMOUNTS INVOLVED. NOTHING IN THE SERVICES IS INVESTMENT, TAX, LEGAL, OR OTHER PROFESSIONAL ADVICE OR A RECOMMENDATION. YOU ARE SOLELY RESPONSIBLE FOR YOUR TRANSACTIONS AND DECISIONS.

28. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VICTOI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR PARTNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, REPUTATION, OPPORTUNITY, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, VICTOI AND ITS AFFILIATES AND PARTNERS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF OR RELATING TO:

• any inability to make or receive calls, including calls to emergency services, or any delayed, dropped, degraded, mis-ordered, duplicated, undelivered, or missed call, message, voice note, or notification;
• any AI or Viki output, or your reliance on it, and any action you prepared with Viki and reviewed and confirmed, or failed to review;
• any investment, trade, prediction-market, securities, crypto-asset, currency-conversion, or other financial loss, market movement, price, execution, settlement delay, or tax consequence;
• any Content submitted by you or other users, and any reliance on it;
• any act, omission, error, outage, insolvency, or change of a Partner or other third party (including banking, card, payment, brokerage, custody, market-data, travel, communications, push-notification, and AI providers);
• any unauthorized access to or use of your account, device, or Content not caused by our willful misconduct; any loss of or corruption to data; and
• any event beyond our reasonable control, including acts of God, network or utility failures, government action, and force majeure.

VICTOI’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO VICTOI IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100.00). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES; IN THOSE JURISDICTIONS, THE FOREGOING LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED. NOTHING IN THESE TERMS LIMITS LIABILITY FOR FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW.

29. Indemnification

You will defend, indemnify, and hold harmless Victoi, its affiliates, officers, directors, employees, agents, and Partners from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Services; (b) your Content; (c) your violation of these Terms, the AUP, or applicable law; (d) your violation of any third-party right; or (e) any taxes you are required to pay. We may, at our option, control the defense and settlement of any matter subject to indemnification, at your expense.

30. Arbitration agreement & class waiver

Please read this section carefully. It affects your rights and requires you and Victoi to resolve most disputes through individual binding arbitration rather than in court.

28.1 Scope

Except for the matters carved out below, you and Victoi agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or your relationship with Victoi (a "Dispute") will be resolved by final and binding individual arbitration administered by JAMS pursuant to its Streamlined or Comprehensive Arbitration Rules & Procedures (the "JAMS Rules"), as modified by these Terms.

28.2 Informal pre-arbitration notice

Before initiating arbitration, you and Victoi agree to attempt in good faith to resolve any Dispute informally for at least sixty (60) days after the complaining party provides written notice to the other describing the Dispute. Notice to Victoi must be sent to legal@victoi.com. The 60-day period tolls any applicable statute of limitations.

28.3 Arbitrator authority

The arbitrator has exclusive authority to resolve any Dispute, including the scope, applicability, interpretation, formation, or enforceability of this arbitration agreement. The arbitrator may grant any relief that a court could grant, including injunctive and declaratory relief, but only on an individual basis.

28.4 Class-action waiver; no consolidation

You and Victoi each waive any right to participate as a plaintiff or class member in any class, collective, mass, consolidated, or representative action. Disputes will be arbitrated only on an individual basis. If a court or arbitrator decides that this waiver is unenforceable as to a particular claim or remedy, that claim or remedy (and only that claim or remedy) must be brought in a court of competent jurisdiction; the rest of this Section 30 remains in effect.

28.5 Mass-arbitration procedures

If twenty-five (25) or more similar arbitration demands are filed against Victoi within a ninety (90) day period and represented by the same or coordinated counsel, JAMS will treat them as "mass filings" and apply its Mass Arbitration Procedures or analogous procedures, including bellwether selection and staged hearings, to allow efficient and fair resolution.

28.6 Location, fees & small-claims carve-out

Arbitration will take place in Wilmington, Delaware, unless you and Victoi agree otherwise, or, where you are a consumer, in the U.S. county of your residence or another mutually convenient location. Arbitration may be conducted by phone or video at the arbitrator's discretion. JAMS's consumer-arbitration fee rules apply where you qualify as a consumer. Either party may bring a qualifying claim in small-claims court instead of arbitration, so long as the claim remains in small-claims court and proceeds on an individual basis.

28.7 Carve-outs

This Section 30 does not require arbitration of (a) claims for injunctive or other equitable relief to address actual or threatened infringement, misappropriation, or violation of a party's intellectual-property rights; or (b) any matter that applicable law prohibits from being arbitrated.

28.8 30-day right to opt out

You may opt out of this Section 30 by sending written notice to legal@victoi.com with the subject line "Arbitration Opt-Out" within thirty (30) days of first accepting these Terms. Your notice must include your name, address, the email associated with your account, and a clear statement that you wish to opt out. Opting out does not affect any other provision of these Terms.

31. Governing law & venue

These Terms and any non-contractual obligations arising out of or related to them are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The Federal Arbitration Act governs the interpretation and enforcement of Section 30. For matters that are not subject to arbitration or are not within the jurisdiction of a small-claims court, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware. Nothing in these Terms deprives consumers of any mandatory protections of the law of their country of habitual residence.

32. Region-specific terms

30.1 European Economic Area & United Kingdom

If you are a consumer resident in the EEA or UK, you may have additional statutory rights (including statutory withdrawal and cancellation rights for certain contracts) that these Terms do not affect. Where mandatory consumer-protection law in your country of residence provides greater protection, that protection applies. The European Commission's online dispute-resolution platform is available at ec.europa.eu/consumers/odr.

30.2 California

Under California Civil Code Section 1789.3, California users are entitled to the following consumer-rights notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

30.3 Other regions

Where local laws (for example, Brazilian, Indian, Australian, Canadian, or African consumer-protection or financial-services laws) confer non-waivable rights on you, those rights apply notwithstanding anything to the contrary in these Terms.

33. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will notify you through the Services or by email at least thirty (30) days before the change becomes effective, unless an earlier effective date is required by law or to address a security or legal matter. By continuing to use the Services after the effective date, you agree to the updated Terms. If you do not agree, you may close your account before the effective date.

34. General provisions

• Entire agreement. These Terms, together with the documents they reference, form the entire agreement between you and Victoi regarding the Services and supersede any prior agreements.
• Severability. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary, and the remaining provisions will remain in full force.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a corporate transaction or to an affiliate.
• Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including natural disasters, war, civil unrest, labor disputes, infrastructure failures, cyber-attacks, sanctions, government action, and Partner outages.
• Notices. We may give notices to you by email, in-app messaging, push notification, or by posting on the Services. You must give notices to us at legal@victoi.com.
• Relationship. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.

35. Contact us

For questions about these Terms, contact legal@victoi.com. For privacy matters, contact privacy@victoi.com.