Master Services Agreement

This Master Services Agreement is a standard form published by Virtus Professional Services LLC (“Virtus”) for the Virtus research service. It applies to an organization (“Customer”) when an Order Form that refers to it has been signed or accepted online by both Virtus and Customer. The date on which the second of them signs or accepts that Order Form is the “Effective Date.” No other signature is needed for this Agreement to take effect.

In consideration of the mutual promises in this Agreement, the parties agree to the terms below. A person who uses Virtus without an Order Form is governed by the Terms of Use instead.

Capitalized terms have the meanings set out in this section or in the section where they are first used.

“Access Protocols” means the passwords, access codes, sign-in methods, and other credentials or procedures needed to let Customer or any Authorized User access the Service.

“Aggregated Data” has the meaning given in section 12.

“Agreement” means this Master Services Agreement, together with all Order Forms and the DPA.

“Applicable Data Protection Laws” means any applicable Laws, regulations, orders, or judgments issued by a governmental authority that govern the privacy, security, confidentiality, protection, Processing, or transfer of Personal Data, or that govern the rights of Authorized Users or other data subjects with regard to that Personal Data.

“Authorized User” means an individual who is an employee or independent contractor of Customer, or another individual Customer authorizes to access the Service under Customer’s rights under this Agreement, and to whom Customer has assigned a seat.

“Customer Data” means, other than Aggregated Data, information, data, and other content, in any form or medium, that is submitted, posted, saved, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Service. It includes questions, notes, highlights, folders, saved research, and workspace and membership information. It does not include Source Documents.

“Documentation” means Virtus-provided user documentation for the Service, in any form, such as help pages and guides.

“DPA” means the Data Processing Addendum, as published by Virtus and in effect from time to time.

“Intellectual Property Rights” means all now known or hereafter existing intellectual property rights embodied in the Service, including (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

“Laws” means, with respect to a party and to the extent applicable to that party, its property, the Service, or this Agreement, any federal, state, or local law, ordinance, statute, rule, regulation, code, treaty, judgment, executive order, decree, injunction, permit, or other determination of a governmental authority that is legally enforceable.

“Order Form” means an ordering document, signed or accepted online by both parties, that refers to this Agreement and identifies the Service ordered. See section 3.

“Order Term” means the term length specified in the applicable Order Form, as renewed under section 21.

“Output” means the content, data, information, and other materials that the Service generates for Customer or an Authorized User from Customer Data, including search results, summaries, citations, and AI-assisted answers. Output does not include Source Documents or Virtus materials that it reproduces.

“Personal Data” means any information relating to an identified or identifiable natural person, and all information that is “personal data,” “personal information,” or “personally identifiable information” under Applicable Data Protection Laws.

“Processing” (including “Process,” “Processes,” and “Processed”) means any operation or set of operations performed on Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation, retrieval, consultation, analysis, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction.

“Service” means the Virtus hosted research service provided by Virtus, including its research library, workspace, search, document reader, citation, download, and AI-assisted research features, and any support or other services stated in the applicable Order Form.

“Source Documents” means the public government documents that the Service makes available in its research library, as published by their sources.

Each Order Form is governed by, and incorporated into, this Agreement. If an Order Form conflicts with this Agreement, this Agreement controls unless the Order Form expressly states that a specific provision of this Agreement is superseded by a specific provision of the Order Form.

An Order Form states:

• the parties;
• the anticipated start date;
• the Order Term and any renewal terms;
• the seats or plan ordered, with any restrictions or add-ons;
• the Fees;
• the payment method and payment terms;
• the billing contact and billing method; and
• the email address and mailing address of each party for notices.

Customer may add seats by a new or amended Order Form. Unless the Order Form states otherwise, added seats are charged for the rest of the then-current Order Term at the per-seat Fees in the Order Form, prorated for any partial period.

Subject to Customer’s payment of Fees and compliance with this Agreement, Virtus grants Customer a non-exclusive, non-transferable right during the Order Term for its Authorized Users to access and use the Service through the web, for Customer’s internal professional use and for work for its clients, and to use the Documentation to support that use. Customer may copy limited extracts of Source Documents and Output for its own professional work and its clients.

Virtus may change or improve the Service from time to time, including its features, library coverage, and source links. Current library coverage is described in the Service. The library is not a complete collection of every document a government agency has issued.

Virtus provides support by email through support@virtusprofessionalservices.com during its business days, at the level stated in the Order Form. Virtus uses commercially reasonable efforts to keep the Service available, but it does not promise uninterrupted access. Virtus may suspend the Service briefly for maintenance, security, or updates. No uptime commitment or service credit applies unless the Order Form states one. Virtus is responsible for hosting, maintaining, and updating the Service. Customer is responsible for its own devices, browsers, and internet connection.

Customer may permit Authorized Users to access and use the Service as this Agreement allows, up to the number of seats in the Order Form. Each seat is for one named person. User IDs and seats may not be shared or used by more than one individual, although Customer may reassign a seat to another individual when the first leaves Customer.

Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Service and will tell Virtus promptly of any unauthorized use it knows about. Customer is responsible for the acts and omissions of its Authorized Users in their use of the Service, and a breach of this Agreement by an Authorized User is a breach by Customer.

Except as the Laws expressly permit, Customer will not, and will not permit any Authorized User or other party to:

• allow anyone other than an Authorized User to access the Service or the Documentation;
• scrape, crawl, bulk-download, bulk-export, or systematically extract content, or access the Service by automated means other than features Virtus provides;
• resell, sublicense, lease, rent, loan, distribute, relabel, or otherwise transfer access to the Service to any third party;
• modify, adapt, alter, or translate the Service, or reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, or the underlying ideas, algorithms, structure, or organization, of the Service;
• circumvent, remove, alter, deactivate, degrade, or thwart any usage limit, seat limit, safeguard on AI features, technological measure, or content protection of the Service;
• probe, overload, interfere with, or disrupt the Service, or access or attempt to access another workspace, account, or restricted record;
• use the Service or Output to build or train a competing product or AI system; or
• use the Service unlawfully or to violate another person’s rights.

No express or implied license or right of any kind is granted to Customer regarding the Service or any part of it except as this Agreement expressly provides. Nothing in this Agreement gives Customer or any Authorized User a right to obtain possession of any source code or other technical material relating to the Service.

Security of access. Customer and its Authorized Users have access to Customer Data and are responsible for all changes to and deletions of Customer Data, and for the security of all Access Protocols. Customer will maintain appropriate technical, physical, organizational, and administrative safeguards to protect against unauthorized access to the Service through its accounts, devices, and systems. Customer will promptly inform Virtus of any actual or suspected security incident involving the Service.

Compliance. Customer will comply with all Laws that apply to its access to and use of the Service and the Documentation, including United States export and sanctions laws. Customer represents and warrants that it has given all notices and obtained all consents necessary to submit Customer Data to the Service as this Agreement contemplates.

Cooperation. Customer will give Virtus the information and cooperation it reasonably needs to set up and provide the Service, such as the identity of its workspace administrator, its Authorized User list, and any company sign-in settings. Virtus is not liable for a deficiency in the Service to the extent it results from Customer’s failure to provide that cooperation.

Seat verification. Virtus may monitor seat assignments and usage counts to verify compliance with the Order Form. If Virtus reasonably suspects non-compliance, such as shared seats or more Authorized Users than purchased, it may ask Customer on at least ten (10) business days’ written notice for written confirmation and reasonable supporting information, during normal business hours and without unreasonably disrupting Customer’s operations. If a material non-compliance is found, Customer will promptly correct it and pay the Fees for the additional seats from the date the non-compliance began. This right does not give Virtus access to Customer’s systems.

The Data Processing Addendum is part of this Agreement. It applies automatically when Virtus Processes Personal Data for Customer, where Customer is a business subject to United States state privacy laws, and no separate signature is needed. Personal Data is also Customer Data, and Virtus protects it under section 19 and the Privacy Policy. Customer will not submit Personal Data that is subject to Applicable Data Protection Laws except as the DPA contemplates.

Data Customer must not submit. The Service does not need the following information, and Customer will not, and will not permit Authorized Users to, submit it to the Service:

• tax return information of Customer’s clients, including returns, return transcripts, and return preparation data;
• Social Security numbers and other government-issued identification numbers (see the Michigan Social Security Number Privacy Act, MCL 445.81 et seq.);
• health information, including protected health information;
• payment card numbers; and
• passwords or other credentials for third-party accounts.

Security incidents. Virtus will notify Customer without undue delay after it becomes aware of a security incident that compromises Customer Data in Virtus’s possession, as the DPA describes. To the extent the Michigan Identity Theft Protection Act breach-notification requirement (MCL 445.72) applies, Virtus will notify Customer of a breach of the security of data that Virtus maintains for Customer, and Customer is responsible for any notice to affected individuals or authorities that the law requires of the owner or licensor of that data. Each party is responsible for its own compliance with the Laws that apply to it.

The Service links to official government websites and Source Documents, and may rely on other companies to deliver features. Virtus does not control government or third-party websites or their content, and a link may stop working when a publisher changes it. Virtus is responsible for the infrastructure and service providers it engages to provide the Service, as the DPA describes.

Virtus does not own, operate, or produce government or other third-party websites and sources, does not endorse them, and makes no express or implied warranty of any kind about them, and it disclaims any warranty that might otherwise exist.

The Service, its software, interface, and compilations, the Documentation, and all Intellectual Property Rights in them are the exclusive property of Virtus and its suppliers. All rights not expressly granted to Customer are reserved. Government Source Documents remain subject to the rights and notices that apply to those materials, and Virtus does not claim ownership of a Source Document merely because it appears in the library.

Feedback. If Customer or its employees or contractors send Virtus suggestions, comments, or ideas about the Service (“Feedback”), Virtus may use the Feedback without restriction, attribution, or compensation. Customer grants Virtus a perpetual, irrevocable, worldwide, royalty-free license to do so, on behalf of itself and its employees, contractors, and agents. Feedback does not include Customer Data or Customer’s Confidential Information, and Virtus is not required to use any Feedback.

Customer is solely responsible for the accuracy, quality, and legality of Customer Data. Customer will obtain all third-party licenses, consents, and permissions that Virtus needs to use Customer Data to provide the Service, and is solely responsible for obtaining from third parties all necessary rights for Virtus to use Customer Data submitted by or on behalf of Customer for the purposes in this Agreement.

Customer grants Virtus a non-exclusive, worldwide, royalty-free license during the Order Term, and during the export and deletion period in section 22, to use Customer Data only as needed to provide, secure, and support the Service for Customer, and to create Aggregated Data as section 12 permits.

As between the parties, Customer Data hosted by Virtus as part of the Service, and Output, and all Intellectual Property Rights in them, belong to Customer, except for Source Documents and Virtus materials reproduced in them. All rights in Customer Data and Output not expressly granted to Virtus are reserved by Customer. Customer may use Output in its professional work and with its clients, subject to section 16.

“Aggregated Data” means de-identified usage counts and service-performance statistics about the operation of the Service. Aggregated Data never includes the content of Customer Data, questions, notes, or highlights, and it does not identify Customer, any Authorized User, or any Confidential Information of Customer.

Virtus may monitor use of the Service to compile Aggregated Data and may use Aggregated Data to operate, secure, and improve the Service, and may make Aggregated Data public if it complies with this section. As between the parties, Virtus owns Aggregated Data and the Intellectual Property Rights in it.

No AI training. Virtus does not use Customer Data, questions, annotations, or Output to train AI models, and the DPA restricts its subprocessors from doing so.

Customer will pay Virtus the fees and expenses determined under each Order Form and this Agreement (“Fees”), without offset or deduction. If Customer disputes an invoice in good faith, it will tell Virtus at billing@virtusprofessionalservices.com before the due date, describe the dispute, and pay the undisputed part on time. Virtus may increase the Fees for a renewal Order Term by giving notice at least sixty (60) days before the end of the then-current Order Term.

The Fees do not include taxes of any jurisdiction assessed or imposed on the Service or otherwise, such as sales, use, excise, value added, personal property, export, import, and withholding taxes, other than taxes based on Virtus’s net income. Customer will pay those taxes and will reimburse Virtus for any such taxes Virtus must pay or collect. If Customer has given Virtus proof of tax-exempt status and that status changes, Customer will notify Virtus immediately, and it is liable for resulting taxes, penalties, and interest if it does not.

Payment. Customer pays by automated clearing house (ACH) transfer, by card through Virtus’s payment processor, or against an invoice, as the Order Form states. Unless the Order Form states otherwise, an invoice is due within thirty (30) days after the invoice date. Send remittance details to ar@virtusprofessionalservices.com and billing questions to billing@virtusprofessionalservices.com. All amounts are in United States dollars.

Late payment. If a payment is more than thirty (30) days past due, interest accrues at the lesser of one percent (1%) per month and the maximum rate Laws permit.

Refunds. Fees paid are non-refundable, except as section 22 or the Order Form provides.

Suspension. If Customer’s account is more than thirty (30) days overdue on an undisputed payment, Virtus may, in addition to its other remedies, suspend Customer’s access to the Service after at least ten (10) days’ notice to Customer (email is enough), until Customer pays the balance and any interest. Virtus may also restrict or suspend access when reasonably necessary to address a security risk, suspected misuse, or a legal requirement, and it will restore access when the cause is resolved.

Mutual. Each party represents and warrants to the other that (1) this Agreement has been duly authorized, signed or accepted, and delivered by it and is enforceable against it in accordance with its terms; (2) no authorization or approval from any third party is required for its signing or acceptance and performance of this Agreement; and (3) its signing or acceptance and performance of this Agreement do not violate the Laws of any jurisdiction or any other agreement by which it is bound.

Customer. Customer represents and warrants that (1) it owns Customer Data or has the licenses, rights, consents, and permissions needed to authorize Virtus to use it as this Agreement provides; (2) Customer Data, and its use as this Agreement contemplates, does not and will not (a) infringe, violate, or misappropriate any third-party right, including any Intellectual Property Right, (b) defame or invade the privacy, publicity, or other rights of any person, (c) violate, or cause Virtus to violate, any Law, or (d) contain viruses, worms, or other malicious code intended to damage Virtus’s systems or data; and (3) it will use the Service in compliance with the Documentation, Virtus’s reasonable instructions, and the Laws. Virtus may monitor use of the Service and prohibit any use it reasonably believes violates these warranties or the Laws.

The Service is a research aid. It does not provide legal, tax, accounting, or other professional advice, and using it does not create an attorney-client, accountant-client, or advisory relationship with Virtus. Customer and its professionals remain solely responsible for the advice they give, the returns and filings they prepare, and the positions they or their clients take.

• The original government document controls. Product summaries, extracted text, and transcriptions are not official documents. A Source Document may be outdated, superseded, revoked, or incomplete, and the Service may not reflect a change right away.
• AI-generated answers and summaries, and text transcribed from scanned documents by optical character recognition or other transcription, can be incomplete or wrong, even when a citation is shown. Customer will verify every material statement against the cited source and current law.
• Written determinations such as private letter rulings may not be used or cited as precedent under Internal Revenue Code section 6110(k)(3). Customer will check the authority type and precedential status the Service shows with each source and will not cite a non-precedential ruling as precedent.
• Customer will not give Output to a client or rely on it for a filing unless a qualified professional has reviewed it against the original source.

Except for the limited warranties in section 15, Virtus makes no other express or implied warranties about the Service, the Documentation, Aggregated Data, Customer Data, Output, Source Documents, or otherwise, and specifically disclaims all implied and statutory warranties, including the implied warranties of non-infringement of third-party rights, merchantability, satisfactory quality, accuracy, title, and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice. The Service and the Documentation are provided “as is.” Virtus does not warrant that the Service will satisfy Customer’s requirements, be free of defect or error, or operate without interruption.

Virtus makes no warranty or guaranty that Output will be accurate, complete, current, tailored, informative, or fit for a particular purpose or use case. It does not represent or warrant that Customer is the legal owner of Output, that Output is protectable by any Intellectual Property Right, or that Output does not incorporate, infringe, or misuse the rights of any third party. Customer is solely responsible for its use of the Service and Output and should evaluate Output for its own use case.

Some states and jurisdictions do not allow the exclusion or limitation of warranties. This section applies only to the extent the Laws permit.

Except for liability arising from breach of section 19, misappropriation by a party of the other party’s Intellectual Property Rights, a party’s gross negligence or willful misconduct, or a party’s indemnification obligations under section 20 (together, “Excluded Liability”), neither party is liable to the other for any special, indirect, exemplary, punitive, incidental, or consequential damages of any nature arising out of this Agreement, including damages or costs due to lost profits, business interruption, or personal or property damage, regardless of the cause of action or theory of liability, whether in tort, contract, or otherwise, even if that party has been told the damages are likely.

Except for Excluded Liability, the maximum liability of either party arising out of or in any way connected to this Agreement will not exceed the Fees paid or payable by Customer to Virtus during the twelve (12) months preceding the act, omission, or occurrence giving rise to the liability.

This cap does not limit Customer’s obligation to pay Fees due under an Order Form. The limits in this section survive and continue in full force despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the Fees have been set and this Agreement entered into in reliance on these limits, which are an essential basis of the bargain. Some states do not allow these limits, so they apply only to the extent the Laws permit.

Confidential Information. During the term of this Agreement, each party (the “Disclosing Party”) may give the other party (the “Receiving Party”) non-public information about its business, technology, products, or services or other confidential or proprietary information (“Confidential Information”). Information need not be marked or summarized in writing to be Confidential Information. Customer Data is Confidential Information of Customer, and non-public information about the Service, such as unreleased features, non-public Documentation, security details, and the terms of each Order Form, is Confidential Information of Virtus, in each case whether or not marked.

Protection. The Receiving Party will not use or disclose the Disclosing Party’s Confidential Information, except as this Agreement expressly permits. It will limit access to employees, contractors, and subprocessors with a need to know who are bound by confidentiality obligations no less protective than these (and, for Customer, to its Authorized Users). It will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner it protects its own proprietary information of a similar nature, and in no event with less than reasonable care. At the Disclosing Party’s request, or when this Agreement ends, the Receiving Party will return or destroy (or permanently erase, for electronic files) all copies of Confidential Information that it has no continuing right to use, and will confirm in writing that it has done so. Section 22 governs Customer Data after termination, and a party may keep copies in routine backups or as the Laws require, subject to this section.

Exceptions. These obligations do not apply to information that (a) becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duty; (c) was already known to the Receiving Party at the time of disclosure; or (d) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors who had no access to the Confidential Information. The Receiving Party may also disclose Confidential Information to the extent necessary to enforce its rights under this Agreement, or as required by Law or by order of a court or similar judicial or administrative body, if it promptly notifies the Disclosing Party in writing of the required disclosure (where the Laws allow) and cooperates if the Disclosing Party seeks an appropriate protective order.

By Virtus. Virtus will indemnify and hold harmless Customer, at its own expense, from any threatened or actual third-party claim, proceeding, or suit (each, a “Claim”), and will pay all resulting liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ fees), to the extent the Claim alleges that the Service, when used by Customer as this Agreement authorizes, infringes or misappropriates a third party’s patents, copyrights, or trade secret rights under the Laws of the United States. If any part of the Service becomes, or in Virtus’s opinion is likely to become, the subject of an infringement Claim, Virtus may at its option (a) procure for Customer the right to continue using the Service; (b) replace the infringing part with a non-infringing alternative that does not materially impair the Service; (c) modify the Service so that it is non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the Order Term, after which Customer will stop using the Service.

Virtus has no obligation under this section for a Claim based on (i) use of the Service not in accordance with this Agreement or the Documentation; (ii) use of the Service in combination with products, equipment, software, or data not supplied by Virtus; (iii) modification of the Service by anyone other than Virtus or its authorized agents; or (iv) Source Documents as their government sources published them. This section states Customer’s sole and exclusive remedy and Virtus’s entire liability for infringement claims.

By Customer. Customer will indemnify and hold harmless Virtus and its affiliates, members, managers, employees, and agents, at its own expense, from any Claim, and will pay all resulting liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ fees), to the extent the Claim arises out of or relates to (a) Customer Data; (b) Customer’s or an Authorized User’s use of Output in advice to clients, in returns or filings, or in positions taken in reliance on the Service; or (c) Customer’s breach or alleged breach of section 7, section 8, or the Customer warranties in section 15.

Procedure. The indemnifying party’s obligations are conditioned on (a) prompt written notice from the indemnified party of any threatened or actual Claim; (b) the indemnifying party’s sole control of the defense and settlement of the Claim; and (c) the indemnified party’s cooperation in the defense or settlement. The indemnified party may take part in the defense at its own expense with counsel of its choosing, but it will not agree to settle a Claim without the indemnifying party’s prior written consent.

This Agreement begins on the Effective Date and continues until it ends under this Agreement. Each Order Form states its Order Term and whether it renews. Unless the Order Form states otherwise, the Order Term is one (1) year (the “Initial Order Term”), and the Order Form renews automatically for successive terms of the same length as the Initial Order Term (each, a “Renewal Order Term”), unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Order Term. An Order Form that states a monthly or annual term renews for that length.

No outstanding Order Forms. If there are no outstanding Order Forms, either party may terminate this Agreement for any reason on thirty (30) days’ written notice to the other.

Orders. Neither party may terminate an Order Form before the end of its Order Term except by mutual consent, for the other party’s uncured material breach, or as this section otherwise provides.

Breach. Either party may terminate this Agreement or any Order Form immediately on notice if the other party materially breaches this Agreement or that Order Form and the breach remains uncured more than thirty (30) days after written notice.

Virtus ends the service. If Virtus discontinues the Service, or ends an Order Form before the end of its Order Term other than for Customer’s uncured material breach or non-payment, it will give Customer at least thirty (30) days’ written notice.

Refunds and no acceleration. If Customer terminates for Virtus’s uncured material breach, or Virtus ends the Service or an Order Form without cause, Virtus will refund the prepaid Fees for the unused part of the Order Term. If this Agreement ends for any other reason, Virtus does not refund prepaid Fees, except as section 20 provides. In no case will Customer owe Fees for any period after the termination date, and Fees for the remainder of an Order Term are never accelerated. Customer remains liable for Fees accrued before the termination date.

Effect. Ending this Agreement ends all active Order Forms, but ending a single Order Form does not end this Agreement or any other Order Form. When this Agreement or an Order Form ends, Customer’s right to use the Service under it ends. Termination is without prejudice to any other remedy at law or in equity and does not relieve either party of a breach before the termination date. Neither party is liable to the other for damages arising solely from terminating this Agreement in accordance with its terms.

Export and deletion. For thirty (30) days after this Agreement or an Order Form ends, Customer may ask Virtus, through support@virtusprofessionalservices.com, to export Customer’s workspace content. After that period, Virtus deletes Customer Data under the retention schedule in the Privacy Policy, and the DPA governs Personal Data.

Survival. Sections 2, 7, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 22, 23, 24, 25, 26, and 27 survive the end of this Agreement for any reason.

This Agreement and any action related to it are governed by the laws of the State of Michigan, without giving effect to any conflict-of-laws principle that would require applying the law of another jurisdiction. The Federal Arbitration Act governs the arbitration agreement in section 24.

For any matter that section 24 does not require to be arbitrated, including requests for injunctive relief, claims in small claims court, and actions to enforce an arbitration award, the state and federal courts located in Michigan have exclusive jurisdiction, and each party consents to that venue.

Informal resolution first. For any dispute between Customer and Virtus, the party with the dispute will first send the other a written notice describing it and attempt to resolve it informally. Customer sends notices to Virtus at admin@virtusprofessionalservices.com. Virtus sends notices to Customer at the email address in the Order Form.

Binding arbitration. If a dispute is not resolved within sixty (60) days, the parties will each resolve it exclusively through binding arbitration by the American Arbitration Association (“AAA”) before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as this Agreement provides or the Arbitrator otherwise determines. If the Rules conflict with this section, this section controls. AAA may be contacted at www.adr.org, where the Rules are also available.

Seat and costs. The arbitration will take place in Michigan, unless the parties agree otherwise, and may be conducted by video conference or on written submissions where the Rules allow. Each party pays the AAA filing, administrative, and Arbitrator fees as the Rules provide, and the award will include the costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses for the prevailing party. A court with jurisdiction may enter judgment on the award.

Who decides. The Arbitrator, and not any federal, state, or local court or agency, has exclusive authority to resolve any dispute about the scope, interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of it is void or voidable, and any defense to arbitration, such as waiver, delay, laches, unconscionability, or estoppel. The Arbitrator also decides all arbitrability issues, including issues of contract formation and whether this Agreement or any provision of it is unconscionable or illusory.

Exceptions. Nothing in this section prevents either party from asking a court for injunctive or other equitable relief as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, Intellectual Property Rights, Confidential Information, or other proprietary rights, or from bringing a claim in small claims court, if the claim qualifies and stays in that court on an individual, non-class, non-representative basis.

Severability. If a provision of this Agreement, or part of one, is held invalid, illegal, or unenforceable, the rest of this Agreement remains enforceable.

Waiver. A waiver or failure to enforce a provision on one occasion is not a waiver of any other provision, or of that provision on another occasion.

Remedies. Except as section 20 provides, the parties’ rights and remedies under this Agreement are cumulative. Each party acknowledges that an actual or threatened breach of section 19, or of its obligations about the other party’s Intellectual Property Rights, would cause the other party immediate, irreparable harm for which money damages would be an inadequate remedy. In that case, the other party may seek immediate injunctive or other equitable relief without posting bond. In any legal action brought to enforce this Agreement, the prevailing party is entitled to its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief.

Assignment and subcontractors. Neither party may assign, delegate, or otherwise transfer this Agreement, or its rights and obligations under it, without the other party’s prior written consent, and any attempt to do so without consent is void. Either party may, without consent, assign this Agreement to an affiliate or to a successor in connection with a merger, acquisition, reorganization, sale of all or substantially all of its assets or of the business to which this Agreement relates, or other operation of law. This Agreement binds and benefits each party’s permitted successors and assigns. Virtus may use subcontractors and subprocessors to provide the Service and remains responsible for them as the DPA describes.

Force majeure. A delay in performing a duty or obligation of either party (other than payment of money owed) is not a breach if it is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic, epidemic, quarantine, or any other event beyond that party’s control, if the party uses reasonable efforts under the circumstances to notify the other of the cause and to resume performance as soon as possible.

Relationship of the parties. Customer is an independent contractor of Virtus, and neither party is an agent or partner of the other. Customer has no authority to act on behalf of Virtus and will not represent to any third party that it does.

Electronic acceptance and counterparts. The parties agree that electronic signatures, online acceptance, and electronic records have the same legal effect as handwritten signatures and paper records, as the Michigan Uniform Electronic Transactions Act (MCL 450.831 et seq.) and other applicable Laws permit. An Order Form may be signed in counterparts, each of which is an original and all of which together are one instrument, and a signed copy delivered by email or other electronic transmission has the same legal effect as delivery of an original.

Notices under this Agreement must be in writing. A notice to Virtus is sent by email to admin@virtusprofessionalservices.com. A notice to Customer is sent by email to the address in the Order Form. A notice of breach or termination must also be sent, as a copy, to the other party by courier, by certified or registered mail (postage prepaid, return receipt requested), or by a nationally recognized express mail service, at the mailing address in the Order Form. Either party may change its email address or mailing address by giving notice of the change to the other.

If this Agreement and the DPA conflict on the protection of Personal Data, the DPA controls. Otherwise, if an Order Form conflicts with this Agreement, this Agreement controls, except where the Order Form expressly states that it supersedes specific language in this Agreement. For Customer and its Authorized Users, this Agreement prevails over the Terms of Use where they conflict.

This Agreement, including the DPA and each Order Form, together with the Privacy Policy and Cookie Notice as to website data, is the final, complete, and exclusive agreement of the parties on its subject matter and supersedes all prior discussions about it. No usage of trade or other regular practice or course of dealing between the parties modifies, interprets, supplements, or alters it. No modification or amendment of this Agreement, and no waiver of a right under it, is effective unless it is in writing and signed or accepted online by an authorized representative of each party.

Send legal notices to admin@virtusprofessionalservices.com. Write to Virtus Professional Services LLC at the address that matches your request:

General questions

hello@virtusprofessionalservices.com

Product help and account access

support@virtusprofessionalservices.com

Legal notices, arbitration notices, privacy and data requests, and security reports

admin@virtusprofessionalservices.com

Invoices, payments, billing disputes, and seat changes

billing@virtusprofessionalservices.com

Accounts receivable and remittance

ar@virtusprofessionalservices.com

Adapted from the General Legal open-source legal templates (CC0 1.0).