Licensing Terms and Conditions

Last updated: April 2026

VORQON AI4STUDIO LICENSING TERMS AND CONDITIONS

Vorqon AI4Studio
Suite of Artificial Intelligence Agents for Odoo® ERP
SCS BMS México SA de CV — Last updated: April 2026
Version 3.0 — Final

PREAMBLE

These Licensing Terms and Conditions (hereinafter, the "Terms") constitute a legally binding agreement between you, whether a company or individual acting in the exercise of your professional or business activity (hereinafter, the "Licensee" or "User"), and SCS BMS México SA de CV (hereinafter, the "Licensor" or the "Company"), with respect to the use of the software applications named Vorqon AI4Studio-Build®, Vorqon AI4Studio-DOC® and Vorqon AI4Studio-XL® (hereinafter, individually or collectively, the "Software" or the "Product").

Intended Use and Declaration of Professional Use

The Software is intended exclusively for professional and business use in the context of configuration, customization and administration of Odoo ERP systems. The Software is not intended for end consumers under the terms of Mexico's Federal Consumer Protection Law, nor is it designed for personal or domestic use.

The Licensee declares and warrants that it acquires and uses the Software in the course of its professional, commercial or business activity.

INDIVIDUAL AS INDEPENDENT PROFESSIONAL: IN CASE THE LICENSEE IS AN INDIVIDUAL, IT EXPRESSLY DECLARES THAT IT ACQUIRES THE SOFTWARE IN ITS CAPACITY AS AN INDEPENDENT PROFESSIONAL, CONSULTANT, FREELANCER OR PROFESSIONAL SERVICE PROVIDER, AND NOT AS AN END CONSUMER FOR PERSONAL OR DOMESTIC USE.

By accepting these Terms, the individual acknowledges and manifests under penalty of perjury that:

It exercises a professional, commercial or business activity in a regular manner and on its own account or as a representative of an organization.
It acquires the Software as a working tool for the development of its professional activity, particularly in the field of consulting, implementation, administration or support of Odoo ERP systems.
It possesses the technical knowledge required or has qualified personnel to evaluate, supervise and validate the Outputs generated by the Software.
It understands that, by acquiring the Software as an independent professional, the contractual relationship is governed by commercial and civil law applicable to transactions between professionals, and not by Mexico's Federal Consumer Protection Law.

The Licensor reserves the right to request documentation from the Licensee that is an individual proving its professional activity, including but not limited to tax status certificate, registration with tax authorities, or evidence of business activity. The refusal to provide such documentation may be cause for license termination.

Affirmative Acceptance

Acceptance of these Terms is perfected through one or more of the following mechanisms:

Marking the verification box ("checkbox") with the legend "I accept the Terms and Conditions" during the purchase or registration process.
Completing the purchase and payment process through the Licensor's platform, which implies acceptance of these Terms as a prerequisite to payment processing.
Confirming acceptance via email addressed to the Licensor.
Using the Software after having received a copy of these Terms, which shall constitute tacit acceptance. For these purposes, the consumption of at least one (1) Processing Hour or the execution of at least one (1) action through the Software shall constitute sufficient proof of use and, therefore, of acceptance of these Terms.

The Licensor shall maintain an electronic record of the acceptance mechanism used by each Licensee, including date, time and identification of the acceptor.

IF THE LICENSEE DOES NOT AGREE WITH ANY OF THESE TERMS, IT MUST REFRAIN FROM USING THE SOFTWARE AND REQUEST CANCELLATION OF ITS REGISTRATION BEFORE MAKING ANY USE.

1. DEFINITIONS

"Software" or "Product": Refers, individually or collectively, to the applications Vorqon AI4Studio-Build®, Vorqon AI4Studio-DOC® and Vorqon AI4Studio-XL®, artificial intelligence agents based on large-scale language models (LLM), designed to assist in tasks related to Odoo ERP systems. In particular: Vorqon AI4Studio-Build® assists in configuration, customization and functional and technical adaptation of Odoo ERP; Vorqon AI4Studio-DOC® assists in documentation generation; and Vorqon AI4Studio-XL® assists in the generation of spreadsheet-format reports from Odoo ERP data. Each application is licensed independently.

"AI Agent": Refers to the artificial intelligence functionality integrated into the Software, which generates actions, configurations, code and recommendations autonomously or semi-autonomously through natural language processing.

"Outputs" or "Outputs": Refers to any result, configuration, code, customization, report or other information generated by the Software as a product of its functioning.

"Development Environment": Refers to an Odoo ERP instance configured exclusively for testing, development and validation, with no connection to real production data or active commercial operations.

"Production Environment": Refers to an Odoo ERP instance that operates with real data and supports the Licensee's active commercial operations.

"Processing Time": Refers to the computational time consumed during the execution of tasks by the Software, including the time that artificial intelligence models employ in processing, reasoning, generation and delivery of the Outputs. Processing Time is the fundamental unit of Software consumption.

"Processing Hours Package": Refers to the units of Processing Time that the Licensee acquires through the purchase of the Contracted Package under Standard Mode. Each Processing Hour equals a specified amount of Processing Time according to the current rates published on the Licensor's platform.

"License Fee": Refers to the one-time payment that the Licensee makes to obtain the license to use each Software application (Vorqon AI4Studio-Build®, Vorqon AI4Studio-DOC® or Vorqon AI4Studio-XL®). The License Fee is independent and separate from the purchase of Processing Time.

"Contracted Package": Refers to the selection that the Licensee makes through the Licensor's platform at the time of purchase of Processing Time, which details the volume of Processing Time acquired, the usage mode selected, applicable rates and other specific commercial conditions. Confirmation of payment through the platform constitutes the formalization of the Contracted Package.

"Licensee Data": Refers to all information, data, content, instructions and materials that the Licensee introduces, transmits or processes through the Software.

2. GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, the Licensor grants the Licensee a non-exclusive, non-transferable, non-sublicensable right to use the Software exclusively in Development and Production Environments of Odoo ERP systems in the manner permitted by these Terms.

2.1 Scope of Use

The Licensee may use the Software only for:

Configuration, customization and administration of Odoo ERP systems in its own organization.
Documentation and analysis of Odoo ERP customizations within its organization.
Generation of advanced reports and analytics for Odoo ERP data.
As part of professional services provided to third parties, provided such use is properly licensed separately.

2.2 Usage Modes

Standard Mode: The Licensee acquires a Contracted Package of Processing Hours at a fixed rate. The Licensee may consume these hours at any time during the term of the license. Unused hours expire at the end of the calendar year unless otherwise specified in the Contracted Package.

BYOK (Bring Your Own Key) Mode: The Licensee uses its own AI model API credentials (e.g., OpenAI API keys) to process requests. The Licensor does not manage or pay for the computational resources; instead, the Licensee incurs costs directly with the third-party AI service provider. Functionality and processing capabilities depend entirely on the third-party service provider's availability and performance. The Licensor is not responsible for outages, changes in service, pricing or discontinuation by the third-party provider.

3. LICENSE RESTRICTIONS

The Licensee expressly agrees NOT to:

Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software.
Rent, lease, sell, redistribute, sublicense, or allow others to use the Software or its functionality.
Remove, obscure or alter any proprietary notices, labels or marks on the Software.
Use the Software to provide competing services or products without explicit written permission from the Licensor.
Use the Software for purposes other than those expressly permitted by these Terms.
Bypass or circumvent any usage limits, licensing controls, or monitoring mechanisms implemented by the Software.
Use the Software in violation of applicable laws, regulations or contractual obligations to third parties.
Resell, redistribute or delegate the rights granted under this license to third parties without prior written authorization from the Licensor.

4. LICENSEE DATA AND PRIVACY

4.1 Data Ownership

The Licensee retains full ownership of all Licensee Data. The Software acts solely as a processor of such data for the purposes of generating Outputs. The Licensor does not claim ownership of or rights to Licensee Data.

4.2 Processing and Storage

The Licensee understands and agrees that:

Licensee Data may be transmitted to third-party AI service providers (such as OpenAI, Anthropic, or others) for processing, depending on the usage mode and configuration.
The Licensor is not responsible for data protection practices of third-party AI providers. The Licensee is responsible for reviewing the privacy policies of such providers and ensuring compliance with applicable data protection regulations (including GDPR, LFPDPPP, and others).
The Licensee shall not input or process sensitive personal data (such as personal identification numbers, financial account information, health records, or biometric data) through the Software unless it has verified that the third-party AI provider's privacy policy and security measures meet applicable legal requirements.
Data may be cached by the Software or third-party providers for monitoring, debugging or service improvement purposes, unless explicitly disabled.

4.3 Data Retention

The Licensor may retain Licensee Data for a period of sixty (60) days after license termination for backup and recovery purposes. After sixty (60) days, all Licensee Data shall be permanently deleted unless legally required to retain it.

4.4 Compliance with Data Protection Laws

The Licensee is solely responsible for ensuring that its use of the Software, including the processing of any data through the Software, complies with all applicable data protection laws and regulations, including but not limited to:

Mexico's Federal Law on the Protection of Personal Data Held by Private Parties (LFPDPPP, "Ley Federal de Protección de Datos Personales en Posesión de Particulares")
The General Data Protection Regulation (GDPR) of the European Union
The California Consumer Privacy Act (CCPA)
Other applicable regional privacy laws

5. OUTPUTS AND INTELLECTUAL PROPERTY

5.1 Ownership of Outputs

The Licensor grants the Licensee a perpetual, royalty-free, non-exclusive license to use, modify and distribute the Outputs generated by the Software. The Licensee shall not represent itself as the author of the Outputs, but may incorporate them into its works and attribute them to the Software or itself as appropriate.

5.2 AI-Generated Content

The Licensee acknowledges that Outputs are generated by AI and may contain:

Technical recommendations that may not be optimal for all contexts
Code or configurations that may require human review and validation
References to external data or patterns learned during the AI model's training
Outputs that may not be unique or novel

The Licensee is solely responsible for reviewing, testing and validating all Outputs before deploying them to Production Environments.

5.3 Licensor Intellectual Property

All intellectual property rights in the Software, including its algorithms, interfaces, designs and any updates or modifications made by the Licensor, are and shall remain the exclusive property of the Licensor. The Licensee is granted only the limited license rights expressly stated in these Terms.

6. FEES AND PAYMENT

6.1 License Fees

To use each Software application (Vorqon AI4Studio-Build®, Vorqon AI4Studio-DOC® or Vorqon AI4Studio-XL®), the Licensee must pay a one-time License Fee as published on the Licensor's pricing page. The License Fee grants perpetual access to the application but does not include Processing Hours.

6.2 Processing Hours

In Standard Mode, the Licensee purchases Processing Hours at the rates specified at the time of purchase. Each Processing Hour represents a fixed amount of computational time, and rates may vary based on the complexity of operations performed.

6.3 Billing and Payment Terms

Payment is due in full at the time of purchase (prepayment model).
Invoices are issued electronically upon purchase completion.
Payment must be made through the payment methods accepted by the Licensor's platform.
All fees are expressed in USD or as otherwise specified at purchase time.
For BYOK Mode, the Licensee pays the Licensor's platform fee (if applicable) separately from charges incurred with the third-party AI provider.

6.4 No Refunds; Cancellation

Prepaid Processing Hours are non-refundable. If the Licensee wishes to cancel a license, it may do so at any time, but refunds will not be issued for unused or prepaid Processing Hours.

However, if the Licensor materially breaches these Terms and fails to cure the breach within thirty (30) days of written notice, the Licensee may terminate and receive a pro-rata refund for the prepaid period not used.

6.5 Price Changes

The Licensor reserves the right to change prices for new purchases prospectively. Price changes will not affect existing Contracted Packages. The Licensee will be notified of price changes at least thirty (30) days in advance.

7. WARRANTY DISCLAIMERS

7.1 "As-Is" Provision

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE.

7.2 AI-Generated Content

The Licensor makes no warranty that:

Outputs will be accurate, complete, or suitable for any particular purpose
Outputs will not infringe third-party intellectual property rights
Outputs will be free of errors, viruses or harmful code
The Software will function without interruption or errors
Outputs generated in Development Environment will perform identically in Production Environment

The Licensee assumes full responsibility for validating, testing and deciding whether to implement any Output.

7.3 Third-Party Services

The Software relies on third-party AI service providers. The Licensor is not responsible for the availability, performance, accuracy or security of such third-party services. Service interruptions from third-party providers are beyond the Licensor's control.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF USE, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE LICENSOR'S TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY THE LICENSEE FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM, IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW DISCLAIMER OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY, SO THESE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. INDEMNIFICATION

The Licensee agrees to indemnify, defend and hold harmless the Licensor, its officers, directors, employees and agents from and against any and all claims, damages, losses, liabilities and expenses (including reasonable attorney's fees) arising out of or related to:

The Licensee's use or misuse of the Software
The Licensee's violation of these Terms
The Licensee's violation of applicable laws or regulations
Claims by third parties related to Licensee Data or the Licensee's use of Outputs
The Licensee's failure to validate or properly implement Outputs

10. SUPPORT AND MAINTENANCE

10.1 Support

The Licensor provides support through email at [email protected]. Support availability is limited to business hours (Monday through Friday, 9 AM to 5 PM Mexico City Time, excluding Mexican holidays). Response times are on a best-effort basis and are not guaranteed.

10.2 Maintenance and Updates

The Licensor may perform maintenance on the Software and may release updates or new versions at any time. Updates may be automatic and without prior notice. The Licensor is not obligated to maintain backward compatibility with previous versions.

10.3 Service Level Agreement (SLA) for Standard Mode

The Licensor targets ninety-five percent (95%) platform uptime during business hours. This is a target only and is not a guarantee. Planned maintenance windows are excluded from this calculation and will be communicated in advance when possible. For BYOK Mode, the Licensor is not responsible for uptime related to third-party AI service provider availability.

11. TERM AND TERMINATION

11.1 Term

The license grant begins upon the Licensee's acceptance of these Terms and purchase of a license, and continues until terminated by either party in accordance with these Terms.

11.2 Termination by Licensor

The Licensor may terminate the license immediately without notice if:

The Licensee materially breaches these Terms and does not cure the breach within thirty (30) days of written notice
The Licensee uses the Software in violation of applicable laws
The Licensee engages in harassment, abuse or illegal conduct related to the Software
The Licensee fails to pay fees when due
The Licensee attempts to reverse engineer or unlawfully access the Software

11.3 Termination by Licensee

The Licensee may terminate the license at any time by providing written notice to [email protected]. Termination is effective upon receipt of notice. No refunds will be issued for prepaid but unused Processing Hours, unless required by applicable law.

11.4 Effect of Termination

Upon termination:

All rights granted to the Licensee terminate immediately
The Licensee must cease all use of the Software
The Licensor may delete or disable access to the Licensee's account and data after sixty (60) days
Sections on indemnification, limitation of liability, intellectual property, and confidentiality survive termination

12. REPRESENTATIONS AND WARRANTIES

The Licensee represents and warrants that:

It has the legal authority to enter into this Agreement
It is acquiring the Software for legitimate professional or business purposes
It shall comply with all applicable laws and regulations in its use of the Software
It shall not use the Software for illegal purposes, including creating malware, bypassing security systems, or violating intellectual property rights
If it is an individual, it qualifies as an independent professional as declared in the Preamble

13. CONFIDENTIALITY

13.1 Confidential Information

Each party may disclose confidential information to the other in connection with these Terms. "Confidential Information" means any information not generally available to the public that is marked as confidential or that reasonably should be understood to be confidential.

13.2 Obligations

Each party agrees to:

Protect the other's Confidential Information using the same degree of care it uses to protect its own, but no less than reasonable care
Use Confidential Information only for purposes authorized by these Terms
Not disclose Confidential Information to third parties without prior written consent, except as required by law

13.3 Exceptions

Confidential Information does not include information that:

Was known to the receiving party before disclosure
Is independently developed without use of the Confidential Information
Is rightfully obtained from a third party without confidentiality obligations
Is required to be disclosed by law or court order (with notice to allow the disclosing party to seek protection)

14. USE RESTRICTIONS AND PROHIBITED CONDUCT

The Licensee agrees not to use the Software to:

Violate any applicable law or regulation
Infringe any third-party intellectual property rights
Create, distribute or transmit viruses, malware or other harmful code
Conduct denial-of-service attacks or unauthorized access attempts
Harass, threaten or abuse any person or entity
Circumvent or disable any security or access controls
Perform any act that interferes with the proper functioning of the Software or Licensor's infrastructure

VIOLATION OF THESE RESTRICTIONS MAY RESULT IN IMMEDIATE TERMINATION OF THE LICENSE AND POTENTIAL LEGAL ACTION.

15. CHANGES TO THE SOFTWARE AND THESE TERMS

15.1 Product Changes

The Licensor reserves the right to modify, update or discontinue any feature, functionality or the entire Software at any time with or without notice. Changes to the Software will be communicated when practicable.

15.2 Term Modifications

The Licensor may modify these Terms at any time. Material changes will be communicated to the Licensee at least thirty (30) days in advance via email or posting on the Licensor's website. Continued use of the Software after the modification period constitutes acceptance of the modified Terms. If the Licensee disagrees with material modifications, it may terminate the license within thirty (30) days and request a pro-rata refund for the prepaid period not used.

16. DISPUTE RESOLUTION AND GOVERNING LAW

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Mexico, without regard to its conflict of laws principles. Specifically, these Terms are governed by the Mexican Federal Commercial Code and the laws of Mexico City.

16.2 Jurisdiction and Venue

The parties expressly agree that any legal action or proceeding arising under or relating to these Terms shall be subject to the exclusive jurisdiction of the competent courts of Mexico City, and the parties hereby irrevocably submit to such jurisdiction.

16.3 Arbitration

Notwithstanding Section 16.2, if the Licensee and Licensor wish to resolve a dispute through arbitration rather than litigation, either party may request arbitration before the Centro de Arbitraje de México (CAM), in accordance with its rules of procedure. The arbitration shall be conducted in Spanish, and the decision of the arbitrator shall be final and binding.

17. COMPLIANCE WITH LAWS

17.1 Applicable Laws

The Licensor and Licensee shall comply with all applicable laws and regulations, including but not limited to:

Mexican Federal Labor Law (Ley Federal del Trabajo)
Mexican Federal Tax Code (Código Fiscal de la Federación)
Mexican E-Commerce Law (Ley Federal de Protección al Consumidor, for applicable provisions)
LFPDPPP (Ley Federal de Protección de Datos Personales en Posesión de Particulares)
NOM-247-SE-2021 (Mexican Official Standard for E-Commerce)
Any other applicable federal, state or local laws

17.2 Export Compliance

The Software may be subject to export control laws. The Licensee agrees not to export or re-export the Software or derivatives thereof, directly or indirectly, to countries or persons prohibited by export control regulations.

18. THIRD-PARTY SERVICES AND INTEGRATIONS

18.1 Third-Party AI Providers

The Software relies on third-party AI service providers such as OpenAI, Anthropic, Google Cloud, or others. The Licensor is not responsible for:

The availability, performance or accuracy of third-party services
Changes, discontinuation or degradation of third-party services
Compliance with data protection by third-party providers
Pricing changes imposed by third-party providers (in BYOK Mode)

18.2 Odoo® Integration

The Software is designed to integrate with Odoo® ERP. The Licensor is not affiliated with or endorsed by Odoo S.A. Odoo® is a registered trademark of Odoo S.A. The Licensor is solely responsible for the performance and compatibility of its Software with Odoo ERP; Odoo S.A. is not a party to these Terms and is not responsible for any issues arising from the Software's use or operation.

18.3 Implementers

The Licensor may work with or recommend third-party implementers, consultants, or service providers (collectively, "Implementers"). The Licensor is not responsible for the acts, omissions or representations of Implementers. Relationships between the Licensee and Implementers are separate from these Terms and governed by their own agreements.

19. GENERAL PROVISIONS

19.1 Entire Agreement

These Terms constitute the entire agreement between the Licensor and Licensee with respect to the Software and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral, relating to the Software.

19.2 Severability

If any provision of these Terms is found to be invalid, illegal or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or if such modification is not possible, the provision shall be severed. The remaining provisions shall continue in full force and effect.

19.3 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision, nor shall it prevent the enforcement of such right or provision at any future time.

19.4 Assignment

The Licensee may not assign or transfer its rights or obligations under these Terms without the prior written consent of the Licensor. Any attempted assignment in violation of this provision shall be void. The Licensor may assign its rights or obligations under these Terms to a successor entity without the Licensee's consent.

19.5 Notice

Notices under these Terms must be made in writing via email. Notices to the Licensor must be sent to [email protected] or to the address the Licensor designates. Notices shall be deemed received upon successful delivery, unless the sender receives notification of delivery error.

19.6 Modifications

The Licensor reserves the right to modify these Terms. Modifications will be notified to the Licensee at least thirty (30) calendar days in advance via email or publication on the Licensor's website. For material changes that substantially alter the Licensee's rights or obligations, express acceptance by the Licensee shall be required through the mechanisms described in the Preamble. If the Licensee does not accept material changes, it may terminate these Terms without penalty within thirty (30) days of notification, with the right to a pro-rata refund for the prepaid period not used. For non-material changes, continued use of the Software after the notification period shall constitute acceptance.

19.7 Relationship Between the Parties

Nothing in these Terms shall be construed as creating a partnership, association, agency or employment relationship between the Licensor and Licensee. Each party acts as an independent contractor.

19.8 Section Headings

The section headings of these Terms are included solely for ease of reading and shall not affect the interpretation thereof.

19.9 Language

In the event these Terms are translated into other languages, the Spanish version shall prevail in case of discrepancy.

© 2026 SCS BMS México SA de CV. All rights reserved.
Vorqon® and Vorqon AI® are registered trademarks of SCS BMS México SA de CV. Vorqon AI4Studio-Build®, Vorqon AI4Studio-DOC® and Vorqon AI4Studio-XL® are registered trademarks of SCS BMS México SA de CV.
Odoo® is a registered trademark of Odoo S.A. The mention of the Odoo® trademark in this document is exclusively referential and does not imply affiliation, sponsorship or endorsement by Odoo S.A.