TERMS OF SERVICE

1. Introduction and Your Agreement to These Terms

Welcome to the platform (the "Service") provided by Vicunous, Inc. ("Vicunous," "we," "us," or "our"). The Service is an AI-powered platform for funding transactions.

These Terms of Service (these "Terms") constitute a binding legal agreement between you and Vicunous. If you are using the Service on behalf of a company or other legal entity, then "you" and "your" refer to that entity, and you represent and warrant that you have authority to bind that entity to these Terms. By accessing or using the Service, creating an account, or by clicking a button or checking a box marked "I Agree" (or similar), you acknowledge that you have read, understood, and agree to be bound by these Terms.

These Terms incorporate by reference our Privacy Policy, which explains how we collect and use your information. Please review it carefully. If you do not agree to these Terms and our Privacy Policy, you must not access or use the Service.

Territorial Restrictions. The Service is controlled and operated from the United States and is intended only for individuals and entities located in the United States. By accessing or using the Service, you represent and warrant that you (and any entity you represent) are based in the United States and that you will not use the Service from, or on behalf of, individuals or entities located outside the United States.

The Service and Users. The Service supports multiple types of users, including business owners who create and share funding proposals and investors who review proposals, negotiate deal terms, and execute agreements. All users of the Service, regardless of role, are subject to these Terms.

2. IMPORTANT: No Professional Advice Disclaimer; Platform Role; No Special Relationships; No Guarantees; AI-Content Warning

The Service is a technology platform providing workflow tools aided by artificial intelligence, offered solely for informational and organizational purposes. All AI-generated suggestions, analyses, scores, term sheets, and other outputs from the Service ("Outputs") are for informational purposes only and are not a substitute for professional advice, judgment, or independent verification. Outputs may be inaccurate, incomplete, or misleading, and do not constitute recommendations by Vicunous. You explicitly acknowledge and agree that:

• Vicunous is NOT a law firm, financial advisor, investment advisor, tax advisor, accounting firm, or registered broker-dealer, and does not act as a fiduciary to you. We do not provide any form of legal, financial, tax, accounting, or investment advice, and no attorney-client, advisory, or other professional relationship is created by your use of the Service.
• The Service may include templates, financial models, educational content, simulations, scores, or other tools. All such content—including any AI-generated text, analyses, or recommendations—is provided for general informational purposes only. Such information may be incomplete, contain errors or inaccuracies, be based on incorrect assumptions, reflect outdated information, or otherwise be unreliable, and must be independently verified by you.
• The Service utilizes third-party artificial intelligence technology. You acknowledge that AI-generated Outputs may be "hallucinated" (factually incorrect, unrelated, or incoherent), may be non-unique, and may appear plausible but be factually wrong or misleading. You agree that you will not rely on the Service for factual accuracy and will independently verify all Outputs.
• You are solely responsible for all business, financial, and legal decisions you make. You must consult with your own independent professional advisors—including, as appropriate, qualified legal, tax, accounting, and financial professionals—before making any decisions or taking any actions based on information generated by or accessed through the Service.
• We do not guarantee that you will obtain any financing, term sheet, investment, or other outcome of any kind by using the Service, and we are not responsible for the success or failure of any transaction, negotiation, or business you pursue.
• The Service is not a consumer reporting agency, and Outputs do not constitute "consumer reports." You agree not to use the Service or any Outputs to determine a consumer's eligibility for credit, insurance, employment, housing, or any other purpose that would make you or us subject to the Fair Credit Reporting Act or similar laws.

Platform Role and User-to-User Agreements. Vicunous is a technology platform. Vicunous is not a party to any agreement, term sheet, or other arrangement entered into between users of the Service. Any term sheet or other document generated through the Service is a draft until signed by the relevant parties; the version signed by both parties is the operative document. Vicunous does not guarantee the enforceability, legality, validity, or performance of any agreement between users. You are solely responsible for the terms you agree to with other users. Any dispute arising between users in connection with an agreement facilitated through the Service is solely between those users, and Vicunous has no obligation to mediate or resolve such disputes.

Electronic Signatures. The Service includes features that allow users to sign documents electronically. By using such features, you consent to the use of electronic records and electronic signatures as described in the signing disclosures presented to you at the time of signing. You acknowledge that electronic signatures have the same legal effect as handwritten signatures to the extent permitted by applicable law, including the federal Electronic Signatures in Global and National Commerce Act and applicable state law.

3. Eligibility and Account Security

To use the Service, you must be at least 18 years old, capable of forming a binding contract, and located in the United States.

You agree to provide accurate and complete information when creating your account and to keep this information up to date. You are responsible for safeguarding your account password and for any and all activities that occur under your account. You must notify us immediately of any unauthorized use of your account.

You are responsible for configuring your systems and access controls appropriately to protect any sensitive business or financial information you process through the Service.

4. License to Use the Service

Subject to your compliance with these Terms, Vicunous grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service for your internal business purposes as intended by its features. All rights not expressly granted to you are reserved by Vicunous.

The Service is licensed, not sold, to you. Vicunous and its licensors retain all right, title, and interest in and to the Service, including all associated intellectual property rights, except for the limited license expressly granted to you in these Terms.

For clarity, "Service" means the website, software, tools, interfaces, technology, and systems we provide, and does not include your User Content or any Outputs (each as defined in Section 6), which are governed separately under Section 6.

Your use of the Service may be subject to usage limits, quotas, or plan restrictions as displayed in the Service. If you exceed applicable limits, Vicunous may throttle, restrict, or suspend your access to certain features until the next billing or usage period.

5. Fees and Payment

Free and Paid Features. Certain features of the Service, such as creating proposals and exploring the platform, are available at no charge. Other features or transactions may require payment of fees, as indicated in the Service at the time of checkout or subscription. Fees may include one-time charges and/or recurring charges.

Pricing and Payment. Applicable fees will be quoted to you at the time of purchase or checkout. Payments are processed by our third-party payment processor, currently Stripe, Inc. By making a payment through the Service, you agree to the applicable terms and policies of our payment processor. We do not store your full payment card information on our servers.

Non-Refundable Fees. All fees are non-refundable unless otherwise required by applicable law. This includes both one-time transaction fees and recurring subscription fees.

Recurring Charges and Cancellation. If you subscribe to features with recurring fees, you will be billed on a recurring basis (e.g., monthly) until you cancel. You may cancel your subscription at any time through the Service or by contacting us. Cancellation will take effect at the end of the then-current billing period, and you will not receive a pro-rated refund for any unused portion of the billing period.

Failed Payments. If a payment fails, we may suspend or restrict your access to paid features of the Service until payment is successfully processed.

Fee Changes. We may change the fees for the Service from time to time. For recurring fees, we will provide you with at least thirty (30) days' advance notice before any fee change takes effect. Your continued use of paid features after a fee change constitutes your acceptance of the new fees.

Taxes. You are responsible for all applicable taxes, duties, and levies imposed by any governmental authority in connection with your use of the Service, excluding taxes based on Vicunous's net income.

6. Your Content and Outputs

You retain ownership of any business plans, financial data, term sheets, documents, or other information you submit to the Service ("User Content"). The Service may generate content based on your User Content and other data processed by the Service ("Outputs"). As between you and Vicunous, and to the fullest extent permitted by our agreements with our third-party providers, you own the Outputs, subject to the rights and licenses you grant us in this Section and elsewhere in these Terms. For clarity, Outputs are distinct from the Service itself, which is licensed to you under Section 4.

By submitting User Content or using the Service, you grant Vicunous a worldwide, royalty-free, non-exclusive, transferable, sublicensable, and irrevocable license to use, reproduce, modify, adapt, translate, create derivative works from, distribute, perform, display, and otherwise process your User Content and any Outputs for purposes including, without limitation:

• Providing, operating, maintaining, securing, and improving the Service.
• Developing, training, operating, and improving our models, algorithms, and other technologies, including by analyzing and combining information across users.
• Creating, using, and commercializing aggregated, anonymized, and/or de-identified datasets derived from your User Content and Outputs.
• Complying with applicable law, preventing fraud or misuse, and enforcing these Terms.

We may generate aggregated, anonymized, and/or de-identified data from your User Content and Outputs, and we own all rights in such data. We may use and disclose that aggregated, anonymized, and/or de-identified data for any lawful purpose without further notice to you.

You may use the Outputs you receive from the Service for your own internal business purposes, including in connection with planning, negotiating, and documenting your financing and other business transactions, subject to the restrictions set forth in Section 7 (Acceptable Use and Prohibited Conduct).

Outputs may not be unique to you. The Service may generate the same or similar Outputs for other users, and third parties may independently develop similar content. You agree that you will not assert any claim against Vicunous or any other user based on similarity between any Output you receive and content provided to or generated for another user.

You represent and warrant that you have all necessary rights, consents, and permissions to submit User Content to the Service and to grant the rights described in this Section, and that our use of your User Content and Outputs as permitted by these Terms will not violate any law or infringe, misappropriate, or otherwise violate the rights of any third party (including any confidentiality, privacy, or intellectual property rights).

You should not submit to the Service any information that you are under a legal, contractual, or fiduciary obligation to keep confidential, or that you would not want to be stored or processed by us and our service providers. You are responsible for maintaining your own copies and backups of all User Content and Outputs, and we do not promise to store, retain, or be able to retrieve any particular User Content or Outputs.

7. Acceptable Use and Prohibited Conduct

You agree not to use the Service to:

• Violate any applicable law or regulation.
• Infringe on the intellectual property, privacy, or other rights of any third party.
• Upload or transmit any material that is unlawful, fraudulent, harmful, or obscene.
• Attempt to reverse-engineer, decompile, or otherwise discover the source code, underlying algorithms, or system prompts (prompt injection) of the Service.
• Use any automated means (like bots or scrapers) to access the Service without our express permission.
• Disrupt the security, integrity, or performance of the Service or its underlying systems.
• Use the Service or any Outputs to develop, train, or improve any machine learning models or AI systems that compete with the Service or with our third-party providers.
• Attempt to extract, scrape, or otherwise harvest training data, underlying models, or system prompts from the Service.
• Submit to the Service any personal information about another individual unless you have all necessary rights and permissions to do so, including, where required, that individual's consent.
• Resell or redistribute Outputs as a stand-alone product or service.

We reserve the right to investigate any violations and may suspend or terminate your account at our sole discretion.

8. Intellectual Property and Feedback

Excluding your User Content, the Service and all of its content, features, and technology (including all software, text, graphics, logos, and trademarks) are the exclusive property of Vicunous and its licensors and are protected by law. For clarity, nothing in this Section 8 affects your ownership of User Content or Outputs, or the rights and licenses described in Section 6.

If you provide us with any feedback, ideas, or suggestions regarding the Service ("Feedback"), you hereby grant us a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up license to use and exploit such Feedback for any purpose without any obligation or compensation to you. All Feedback will be treated as non-confidential.

9. Termination

You may stop using the Service and request to delete your account at any time. We reserve the right to suspend or terminate your access to the Service at any time, with or without cause or notice, for any reason, including for a violation of these Terms. Provisions that by their nature should survive termination shall survive, including, without limitation, the sections on Disclaimers, Limitation of Liability, Indemnification, and Dispute Resolution.

We may change, suspend, discontinue, or remove access to all or any part of the Service, User Content, or Outputs at any time, with or without notice, and, to the maximum extent permitted by law, without liability to you or any third party.

Upon termination of your account, your right to access and use the Service will immediately cease. We may retain copies of your information as described in our Privacy Policy, including for backups, legal obligations, and legitimate business purposes.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. VICUNOUS DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS. WE FURTHER DISCLAIM ANY WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY OUTPUTS GENERATED BY THE SERVICE.

YOU USE THE SERVICE AND ANY OUTPUT AT YOUR OWN RISK. WE ARE NOT RESPONSIBLE FOR ANY LOSS OF DATA OR USER CONTENT, AND WE RECOMMEND THAT YOU KEEP BACKUPS OF ALL USER CONTENT AND OUTPUTS.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VICUNOUS, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR USE OF OR INABILITY TO USE THE SERVICE; (B) YOUR RELIANCE ON ANY INFORMATION OR OUTPUT GENERATED BY THE SERVICE; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS; OR (D) ANY BUGS, VIRUSES, OR OTHER HARMFUL CODE.

IN NO EVENT SHALL VICUNOUS'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100.00) OR THE AMOUNTS YOU PAID TO VICUNOUS, IF ANY, IN THE LAST TWELVE (12) MONTHS FOR THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE ABOVE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

12. Indemnification

You agree to defend, indemnify, and hold harmless Vicunous and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from your use of and access to the Service, or your violation of these Terms.

13. Dispute Resolution, Governing Law, and Venue

This section governs all disputes between you and Vicunous, including but not limited to those arising from or related to these Terms or our Privacy Policy.

• Governing Law: These Terms shall be governed by the laws of the State of California, without regard to its conflict of law principles.
• Binding Arbitration: You and Vicunous agree that any dispute, claim, or controversy will be resolved by binding individual arbitration, not in a class, representative, or consolidated action or proceeding. This arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules and will be held in San Diego County, California.
• Waivers: YOU AND VICUNOUS AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL AND TO BRING OR PARTICIPATE IN A CLASS ACTION LAWSUIT.
• Notwithstanding the foregoing, either party may (a) seek relief in small claims court for disputes within the scope of that court's jurisdiction, or (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property or proprietary rights.
• Arbitration Opt-Out: You may opt out of this agreement to arbitrate by sending written notice to legal@vicunous.com within 30 days after you first accept these Terms. Your notice must include your name, email address associated with your account, and a clear statement that you wish to opt out of arbitration. If you opt out, only the arbitration provisions will not apply to you; the rest of these Terms will remain in effect.

14. General Provisions

• Modifications to Terms: We may modify these Terms at any time. We will provide notice of material changes by updating the "Effective Date" at the top of these Terms. Your continued use of the Service after any modification constitutes your acceptance of the new Terms. If we make material changes, we will use reasonable efforts to notify you, such as by email or by posting a notice in the Service.
• Entire Agreement: Except where you and Vicunous have executed a separate written agreement that expressly governs your use of the Service, these Terms and our Privacy Policy constitute the entire and exclusive agreement between you and Vicunous regarding your access to and use of the Service, including with respect to any User Content you submit and any Outputs generated by or through the Service.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may freely assign or transfer these Terms.
• No Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

15. Contact Information

If you have any questions about these Terms of Service, please contact us at:

Vicunous, Inc.
Attn: Legal Department
4747 Executive Dr., 12th Floor
San Diego, California 92121

Email: legal@vicunous.com