Terms of Service

1.1. Access and Grant of Rights

Your access and use of the Services are subject to these Terms. We have no obligation to provide the Services and may modify, suspend, or permanently discontinue the Services (or any part of or feature thereof) at any time, for any reason or no reason, without notice or liability to you or any third party. We have the right to terminate, suspend or limit your access to the Services at any time without notice, at our discretion, including for any violation of these Terms. You are solely responsible for making any arrangements necessary to access the Services and for ensuring that all persons who access the Services through your internet connection are aware of these Terms and comply with them. You may be asked to provide certain information in order to access or use the Services, and you represent and warrant to us that all such information is true, complete and correct. Unless otherwise agreed in writing through a separate agreement between you and Virtue Foundation, you may use the Services solely for internal business or personal purposes and not in furtherance of any commercial purpose. You covenant that you will not, directly or indirectly, use the Services, any Usage Content, or any data or information obtained through the Services for any commercial purpose whatsoever, including resale, licensing, distribution, advertising, or incorporation into any commercial product or service. Any breach of this covenant shall constitute a material breach entitling Virtue to all available remedies. You may only use the Services for your personal use and for lawful purposes, subject further to the conditions and restrictions set forth in these Terms (the “Permitted Purpose”). You are responsible for and hereby agree to comply at your sole expense with all applicable laws and regulations in your use of the Services for the Permitted Purpose, including that you will comply with any applicable export control laws or sanctions compliance laws. You are prohibited from using the Services in any manner that is unlawful, infringes the rights of others, or violates these Terms.

1.2. Organizational Users

If you are accessing or using the Services on behalf of an organization (an “Organizational User”), you represent and warrant that you are the authorized representative of such organization and have authority to bind such organization to these Terms. The organization shall be vicariously liable for all acts and omissions of its personnel in connection with the Services. The organization shall implement and maintain compliance controls sufficient to ensure that all personnel accessing the Services comply with these Terms.

1.3. Account Registration and Security

To access some or all of the Services, or some of the resources offered through the Services, you may be asked to provide certain registration details or other information (“Account Credentials”). It is a condition of your use of the Services that all the information you provide (including Account Credentials) to us is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website or as part of your receipt of the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. You agree to treat your Account Credentials as confidential, and you agree not to disclose your Account Credentials to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions thereof using your Account Credentials. You agree to notify us immediately at [email protected] of any unauthorized access to or use of your Account Credentials, or any other breach of security, including loss, theft, or unauthorized disclosure of your password. You are responsible for all usage and activity associated with your account, and we may assume that any communications made or actions taken under your Account Credentials have been made or taken by you. You agree to ensure that you exit from your account at the end of each session and to use caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We are not liable for any losses, damages, liability, expenses or attorneys’ fees arising from your failure to comply with any of the foregoing obligations or from someone else’s use of the Services using your Account Credentials, whether with or without your knowledge, and regardless of whether you have notified us of such unauthorized use. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us to you, at any time if, in our opinion, you have violated any provision of these Terms. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at our sole discretion, and we reserve all rights to take further action, including further investigation or to refer you to appropriate law-enforcement agencies. It is your responsibility to implement appropriate information technology (“IT”) security safeguards (including anti-virus and other security checks) to protect your devices and data.

1.4. Acceptable Use Policy

2.1. Artificial Intelligence Features

Certain features of the Services may use artificial intelligence technology (“AI”), including, without limitation, generative artificial intelligence, machine learning, deep learning, neural networks, natural language processing, computer vision, reinforcement learning, expert systems, robotic process automation, and other forms of AI or automated decision-making developed by Virtue Foundation and/or third-party providers, such as smart search, recommendations, conversational assistants, image and document analysis, predictive analytics, geospatial intelligence, anomaly detection, autonomous agents, contextual and other guidance (“AI Features”). The Services, including certain AI Features, may allow you to submit text, documents, images, audio, or other materials, including questions (“Inputs”) and receive responses, results, data or content, including AI-generated content. For clarity, the term “Input” shall not include any End-User Data, Usage Content, or Feedback (each, as defined herein). You are responsible for all Inputs; do not submit information you do not want processed or shared by Virtue Foundation as described herein and in the Privacy Policy.

2.2. End-User Data

In connection with your use of the Services, you may provide certain data, information, or materials to Virtue Foundation, including but not limited to data or information about or identifying you, such as your name, Account Credentials, email address and other contact information (“End-User Data”).

3.1. License to Software

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license during the Term (as defined below) to use the Software and any Usage Content in the form of responses or outputs that are generated by the AI Features in response to Inputs submitted by you, solely for the Permitted Purpose. The “Term” shall commence on the date you first accept these Terms (either by clicking “I agree” or “I accept” or by accessing or using the Services, whichever is earliest) and shall continue until terminated by either party in accordance with these Terms. All other use of the Services is expressly prohibited, and all rights not expressly granted by Virtue Foundation to you herein are reserved for Virtue Foundation. This license is revocable at any time by Virtue Foundation without notice and with or without cause. Virtue Foundation does not grant you any rights in the underlying technology, intellectual property, know-how or data that makes up the Software or Usage Content.

3.2. Virtue Foundation Ownership

Virtue Foundation retains sole and exclusive ownership of, and you do not acquire any ownership or other rights (other than the limited license set forth in Section 3.1 of these Terms) in or to: (i) the Services and any contents, features, know-how, images, designs, functionality, software, or other technologies that are related to the Services, and all improvements thereto and intellectual property rights therein or (ii) any information, know-how, images, designs, text, materials, metrics, patterns, trends, metadata, benchmarking, log, system, performance, diagnostic, telemetry, configuration, statistical, analytical, or usage data and any insights, analyses, models, algorithms, improvements, or derivative works derived, generated, extracted, created, compiled, processed, aggregated, inferred, learned, or otherwise obtained or produced from, through, or in connection with your use of, or access to, or interaction with, the Services, including the AI Features, and including any integrations, interfaces, or related systems (“Usage Content”). Virtue Foundation’s ownership includes the right to sell, license, provide, copy, distribute, transmit, publicly display, publicly perform, edit, translate, reformat or otherwise exploit or transfer any of the foregoing to third parties.

3.3. Feedback

We welcome and appreciate feedback from users, including usability feedback, feature requests, enhancements, ratings, content, performance feedback, operationality feedback, bug reports, validation or verification of responses and outputs, confidence measures, test results, suggestions, comments, ideas and suggestions for improvements to the Services that are communicated by you to Virtue Foundation with regards to the Services through any means, include orally, through email, through images and audio, through the Website or AI Features, or otherwise, (“Feedback”). You are not obligated to provide Feedback, but if you choose to, you agree that Virtue Foundation will retain all ownership rights in such Feedback and may collect such Feedback and use such Feedback for any lawful use, without any obligation or compensation to you.

3.4. License To Virtue Foundation

You retain ownership of all Inputs submitted by you through your use of the Services, provided that you hereby, to the extent permitted by applicable law, grant to Virtue Foundation a non-exclusive, worldwide, royalty-free, transferable, irrevocable, sublicensable (through multiple tiers), perpetual, fully paid up right and license to use, reproduce, modify, copy, distribute, transmit, publicly display, publicly perform, edit, prepare derivative works of, incorporate into other works, translate, and otherwise exploit all Input, including by selling, licensing or otherwise transferring such Input to third parties, without any obligation or compensation to you. Virtue Foundation may use your Input for the purpose of maintaining, supporting, enhancing, developing, and improving the Services and Virtue Foundation’s other products and services, or other internal business purposes. We may remove or modify Input at any time. You are solely responsible for all of your Input, and you represent and warrant that you have all rights, consents and licenses necessary to transmit and provide access to such Input to Virtue Foundation and to permit Virtue Foundation to use such Input as contemplated herein and as described in the Privacy Policy, and that such use by Virtue Foundation does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights or any privacy or other rights of any third party, or violate any applicable law.

3.5. Assignment

To the extent you acquire any intellectual property rights (i) relating to the Website, the Software or any other component of the Services, or (ii) in any Feedback or Usage Content, you hereby assign to Virtue Foundation all such right, title and interest in and to the Website, Software, Feedback, Usage Content, and all other components of the Services. To the extent you are unable to assign any of the foregoing ((i) or (ii)), you hereby grant to Virtue Foundation an exclusive, perpetual, irrevocable, and freely transferrable (including the right to grant sublicenses through multiple tiers) license, for any and all lawful purposes throughout the world, under all such intellectual property rights.

6.1. Indemnification of Virtue Foundation

EXCEPT TO THE EXTENT PROHIBITED BY LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS VIRTUE FOUNDATION AND ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, VOLUNTEERS, AGENTS (THE “VIRTUE FOUNDATION PARTIES”) FROM AND AGAINST ANY JUDGMENT, LIABILITY, COST, EXPENSE, DAMAGE, OR OTHER LOSS (INCLUDING ATTORNEYS’ FEES AND OTHER COSTS AND EXPENSES OF LITIGATION OR DEFENSE) (COLLECTIVELY, “LOSSES”), INCLUDING, IN THE CASE OF ORGANIZATIONAL USERS, LOSSES ARISING FROM OR RELATED TO THE ACTS OR OMISSIONS OF ANY OF ITS EMPLOYEES, CONTRACTORS, VOLUNTEERS, AGENTS, OR OTHER PERSONNEL IN CONNECTION WITH THE SERVICES. TO THE EXTENT ARISING FROM OR IN ANY WAY RELATED TO ANY CLAIM THAT ALLEGES OR IS BASED ON (I) YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING ANY AI FEATURES OR USAGE CONTENT, (II) YOUR BREACH OF THESE TERMS, (III) YOUR FRAUD, NEGLIGENCE, OR INTENTIONAL MISCONDUCT, (IV) YOUR MISUSE OF THE SERVICES, INCLUDING ANY AI FEATURES OR USAGE CONTENT, (V) YOUR VIOLATION OF ANY APPLICABLE LAW, OR (VI) ANY END-USER DATA, INPUTS, FEEDBACK OR OTHER INFORMATION YOU MAKE AVAILABLE TO THE WEBSITE OR THE SOFTWARE (INCLUDING ANY AI FEATURES), OR TO VIRTUE FOUNDATION. INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE TERMINATION OF THESE TERMS INDEFINITELY. WE RESERVE THE RIGHT TO CONTROL THE DEFENSE OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US, AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THESE CLAIMS.

6.2. Limitations of Liability

Some countries, states, provinces or other jurisdictions do not allow the exclusion of certain warranties or the limitation of liability as stated in this Section 6, so the below terms may not fully apply to you. Instead, in such jurisdictions, the exclusions and limitations of liability herein shall apply only to the extent permitted by the laws of such jurisdictions.

6.3. No Liability; Sole Remedy

IN NO EVENT WILL VIRTUE FOUNDATION OR THE VIRTUE FOUNDATION PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSSES (AS DEFINED IN SECTION 6.1 HEREIN) OR DAMAGES OF ANY KIND, INCLUDING ANY PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL, REMOTE, EXEMPLARY, COLLATERAL, SPECULATIVE OR INDIRECT DAMAGES OF ANY KIND (INCLUDING ECONOMIC DAMAGES, DAMAGES ARISING FROM INJURY TO PERSONS OR PROPERTY, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR LOSS OF OPPORTUNITY) ARISING FROM OR IN CONNECTION WITH THESE TERMS, THE SERVICES, OR AI FEATURES, INCLUDING ALL WEBSITE AND SOFTWARE INFORMATION AND USAGE CONTENT. THE LIMITATIONS OF THIS SECTION 6 WILL APPLY TO ANY THEORY OF LIABILITY, INCLUDING THOSE BASED ON WARRANTY, CONTRACT, STATUTE, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE VIRTUE FOUNDATION PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF ANY REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. YOUR SOLE REMEDY AND RECOURSE AGAINST VIRTUE FOUNDATION IN THE EVENT YOU INCUR ANY LOSSES OR DAMAGES OF ANY KIND ARISING FROM OR IN CONNECTION FROM THESE TERMS, THE SERVICES, OR AI FEATURES, INCLUDING THE WEBSITE AND SOFTWARE INFORMATION AND ANY OUTPUTS GENERATED THROUGH THE SERVICES, IS AND WILL BE TO CEASE USE OF THE SERVICES.

Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.

6.5. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING THE WEBSITE, SOFTWARE, AI FEATURES, AND ALL USAGE CONTENT, INCLUDING OUTPUTS, GENERATED THROUGH THE SERVICES, ARE PROVIDED ON AN “AS-IS,” “WHERE-IS,” AND “AS-AVAILABLE” BASIS WITH ALL FAULTS. THE VIRTUE FOUNDATION PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING THE AI FEATURES AND USAGE CONTENT, INCLUDING OUTPUTS, GENERATED THROUGH THE SERVICES. ALL IMPLIED WARRANTIES, INCLUDING AS TO SATISFACTORY QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE VIRTUE FOUNDATION PARTIES DO NOT PROVIDE ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF THE WEBSITE, SOFTWARE, AI FEATURES, USAGE CONTENT, INCLUDING OUTPUTS, GENERATED THROUGH THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE AI FEATURES MAY BE A USEFUL TOOL BUT ARE NOT A SUBSTITUTE FOR HUMAN JUDGMENT AND THAT AI FEATURES CAN BE PRONE TO “HALLUCINATIONS,” FALSE ANSWERS OR INFORMATION, OR INFORMATION THAT IS STALE, AND THEREFORE RESPONSES MUST ALWAYS BE CAREFULLY VERIFIED BY A HUMAN. YOU ACKNOWLEDGE THAT VIRTUE FOUNDATION DOES NOT VERIFY THE ACCURACY OF ANY USAGE CONTENT OR OTHER INFORMATION OR DATA GENERATED BY THE AI FEATURES OR SERVICES, AND THAT YOU ARE RESPONSIBLE FOR VERIFYING ANY SUCH INFORMATION OR CONTENT GENERATED BY ANY AI FEATURES. ANY RELIANCE YOU PLACE ON ANY INFORMATION OBTAINED FROM THE SERVICES, INCLUDING THE AI FEATURES, IS STRICTLY AT YOUR OWN RISK. YOUR USE OF THE WEBSITE, SOFTWARE OR SERVICES DOES NOT, AND WILL NOT, CREATE ANY PROFESSIONAL-CLIENT RELATIONSHIP (WHETHER MEDICAL, LEGAL OR OTHER) BETWEEN YOU AND VIRTUE FOUNDATION. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH INFORMATION BY YOU, ANY VISITOR TO OR USER OF THE WEBSITE OR SOFTWARE, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE VIRTUE FOUNDATION PARTIES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR YOUR DOWNLOADING OF ANY MATERIAL POSTED THEREIN, OR ON ANY WEBSITE LINKED THERETO. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON INFORMATION FROM THE SERVICES BY YOU OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.

Medical and Health Disclaimers

ANY USAGE CONTENT OR OTHER INFORMATION OR DATA GENERATED BY THE AI FEATURES OR SERVICES ARE NOT, AND YOU AGREE NOT TO USE THEM AS, VALUATIONS, GUARANTEES, REFLECTIONS OF CURRENT MEDICAL GUIDELINES OR RESEARCH, MEDICAL DIAGNOSES, MEDICAL ADVICE, LEGAL ADVICE, OR ASSURANCES REGARDING THE AVAILABILITY OR QUALITY OF MEDICAL SERVICES. THE AI FEATURES ARE NOT A SUBSTITUTE FOR PROFESSIONAL OR MEDICAL ADVICE, INCLUDING MEDICAL DIAGNOSES. ADDITIONALLY, ANY USAGE CONTENT OR OTHER INFORMATION OR DATA GENERATED BY THE AI FEATURES OR SERVICES ARE NOT, AND YOU AGREE NOT TO USE THEM AS, ENDORSEMENTS OR RECOMMENDATIONS OF A CERTAIN MEDICAL OR HEALTH FACILITY(IES) OR MEDICAL PRACTITIONER(S) OR PROFESSIONAL(S), AND VIRTUE FOUNDATION HEREBY DISCLAIMS ANY AFFILIATION TO ANY HEALTH FACILITY(IES) OR MEDICAL PRACTITIONER(S) OR PROFESSIONAL(S) REFERENCED IN ANY USAGE CONTENT OR IN ANY OTHER INFORMATION OR DATA GENERATED BY THE AI FEATURES OR SERVICES. YOUR USE OF THE WEBSITE, SOFTWARE OR SERVICES DOES NOT, AND WILL NOT, CREATE ANY PROFESSIONAL-CLIENT RELATIONSHIP (WHETHER MEDICAL, LEGAL OR OTHER) BETWEEN YOU AND VIRTUE FOUNDATION.

6.6. Release

To the fullest extent permitted by applicable law, you release Virtue Foundation and the other Virtue Foundation Parties from responsibility, liability, claims, demands, and/or damages of every kind and nature, in any way arising out of or related to the operation, or your use, of the Services that in any way arise out of or related to the acts or omissions of third parties (“Third Party Disputes”). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE ANY RIGHTS YOU MAY HAVE ARISING OUT OF THESE TERMS UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” YOU ALSO WAIVE ANY RIGHTS YOU MAY HAVE WITH RESPECT TO THIRD PARTY DISPUTES UNDER ANY OTHER STATUTE OR COMMON LAW PRINCIPLES THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

7.1. Initial Dispute Resolution

If you take any issue related to your use of the Services, you agree that, before taking any formal action, you will contact Virtue Foundation at [email protected] and will provide a brief, written description of the dispute and your contact information (including your Account Credentials). You agree to, for a period of at minimum six (6) months following Virtue Foundation’s receipt (as evidenced by Virtue Foundation’s written acknowledgement of receipt) of such description from you, use best efforts to settle any dispute, claim, question, or disagreement (a “Controversy”) directly through consultation with Virtue Foundation, and such good faith negotiations shall be a condition to you initiating formal action.

7.2. Agreement to Arbitrate

IF ANY CONTROVERSY IS NOT ABLE TO BE RESOLVED PURSUANT TO THE ABOVE SECTION 7.1, YOU AGREE THAT ANY SUCH CONTROVERSY ARISING BETWEEN YOU AND THE VIRTUE FOUNDATION PARTIES RELATING IN ANY WAY TO YOUR USE OF THE SERVICES SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS CONSUMER ARBITRATION RULES, EXCEPT WHERE THERE IS A CONFLICT OR INCONSISTENCY BETWEEN AAA’S RULES AND PROCEDURES AND THESE TERMS, IN WHICH CASE, THESE TERMS WILL GOVERN; PROVIDED, HOWEVER, THAT ANY CONTROVERSY WILL BE INELIGIBLE FOR ARBITRATION AND VIRTUE FOUNDATION WILL HAVE NO OBLIGATION TO ENGAGE IN NEGOTIATIONS OR DISCUSSIONS REGARDING SUCH CONTROVERSY AFTER THE ONE YEAR ANNIVERSARY OF THE ACTIONS OR OMISSIONS THAT GAVE RISE TO SUCH CONTROVERSEY. ARBITRATION MAY BE CONDUCTED BY DOCUMENTARY SUBMISSION OR VIDEO CONFERENCE AT VIRTUE FOUNDATION’S SOLE DISCRETION AND CLAIMS MAY BE CONSOLIDATED AT ARBITRATION AT VIRTUE FOUNDATION’S SOLE DISCRETION. You must provide notice to Virtue Foundation of the claim(s) to be brought to arbitration at least thirty (30) days prior to commencing any arbitration, including: (i) your name; (ii) your contact information; (iii) a description of the nature and basis of your claim(s); (iv) an explanation of the specific relief sought; (v) your physical or electronic signature; and (vi) if you have retained an attorney, your signed statement authorizing the Virtue Foundation Parties to disclose your confidential account records to your attorney if necessary in resolving your claim. Each party will bear its own costs of arbitration. Claims shall be heard by a single arbitrator. Any award in an arbitration shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Except as may be required by law, neither the parties nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. You acknowledge that the Services are provided free of charge and agree that this dispute resolution mechanism is fair and reasonable in light of the absence of any fee paid by you.

7.3. Forum; Language; Binding

You agree to the following additional provisions regardless of your place of residence at the time a Controversy arises:

• (a) You agree that any arbitration hearing will be held in New York County, New York City, New York unless otherwise agreed by you and the Virtue Foundation Parties in a signed writing;
• (b) All arbitrations will be held in the English language, unless otherwise agreed to by the parties. These Terms are drafted in English. Any translation is provided for convenience only. In the event of any conflict between the English version and any translation, the English version shall govern. You bear all responsibility for obtaining translation services; and
• (c) You agree that this agreement to arbitrate shall be binding on you, your heirs, administrators, representatives, executors, successors and assigns; and
• (d) You agree not to challenge the jurisdiction or venue provisions as provided in these Terms.

7.4. Jury Trial and Any Court Proceedings Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE YOUR RIGHT TO A TRIAL BY JURY TRIAL OR ANY OTHER COURT PROCEEDINGS IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THESE TERMS, THE SERVICES, OR ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND VIRTUE FOUNDATION, WHETHER BROUGHT BY YOU OR BY VIRTUE FOUNDATION. THIS WAIVER APPLIES REGARDLESS OF WHETHER THE AGREEMENT TO ARBITRATE SET FORTH IN SECTION 7.2 IS FOUND TO BE UNENFORCEABLE OR INAPPLICABLE FOR ANY REASON. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS PROVISION, THAT YOU UNDERSTAND IT CONSTITUTES A WAIVER OF YOUR RIGHT TO A JURY TRIAL AS WELL AS ANY OTHER COURT PROCEEDINGS, AND THAT YOU AGREE TO IT FREELY AND WITHOUT COERCION.

7.5. Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE, CONTROVERSY CLAIM, OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL BE BROUGHT SOLELY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY-GENERAL ACTION, MASS ARBITRATION, OR ANY OTHER REPRESENTATIVE OR CONSOLIDATED PROCEEDING. NO COURT, ARBITRATOR, OR OTHER DECISION-MAKING AUTHORITY MAY CONSOLIDATE YOUR CLAIMS WITH ANY OTHER PERSON’S CLAIMS, EXCEPT AS PERMITTED BY VIRTUE FOUNDATION IN ITS SOLE DISCRETION PURSUANT TO SECTION 7.2. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THE ARBITRATION AGREEMENT IN SECTION 7.2 SHALL BE NULL AND VOID WITH RESPECT TO SUCH CLAIM, BUT THIS JURY TRIAL AND OR ANY OTHER COURT PROCEEDINGS WAIVER SHALL REMAIN IN FULL FORCE AND EFFECT.

7.6. Equitable Relief

NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL BE READ TO PROHIBIT THE VIRTUE FOUNDATION PARTIES FROM SEEKING INJUNCTIVE OR EQUITABLE RELIEF AGAINST YOU IN A COURT WITH APPROPRIATE JURISDICTION IN CONNECTION WITH YOUR USE OF THE WEBSITE, SOFTWARE OR THE SERVICES OR ANY VIOLATION OF THESE TERMS.

8.1. Monitoring and Enforcement

Virtue Foundation may, at any time, take any action as we deem necessary or appropriate, including any legal action, at our sole discretion, including: (i) with regards to Inputs, if we believe that such Inputs violate these Terms, including infringe any intellectual property right or other right of any person or entity, threaten the personal safety of other users of the Services or the public, or could create liability for Virtue Foundation; (ii) if you have breached any provision of these Terms; (iii) you misuse the Website, Software, including AI Features, or any functionalities therein; or (iv) Virtue Foundation must take any action to comply with any applicable laws or regulations.

8.2. Termination by You

You may stop using the Website, Software or the Service at any time.

8.3. Termination by Virtue Foundation

Virtue Foundation reserves the right to suspend or terminate your access to the Services, with or without notice, at our sole discretion.

8.4. Consequences of Termination

Upon termination or expiration of these Terms for any reason: (i) you shall immediately cease all use of the Services; (ii) you shall delete all Usage Content, materials, and any other content obtained from or through the Services; (iii) all intellectual property grants and assignments in favor of Virtue Foundation shall survive indefinitely; and (iv) Virtue Foundation shall have no obligation to maintain, return, or provide access to any user data, Inputs, or other materials following termination. Upon Virtue Foundation’s written request, you shall promptly certify in writing that all such materials referred to in (ii) above have been deleted or destroyed.

8.5. Force Majeure

Virtue Foundation shall not be liable for any failure, delay, or interruption in providing the Services for any reason, including events beyond its reasonable control, such as acts of God, natural disasters, pandemics, war, terrorism, riots, embargoes, acts of civil or military authority, fire, floods, accidents, strikes, shortages of transportation, power failures, internet or telecommunications failures, or equipment failures. For the avoidance of doubt, Virtue Foundation has no obligation to provide the Services, and nothing herein shall be construed to create any implied duty of continuity or availability.

9.1. Governing Law

These Terms will be construed and enforced in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law, and any litigation arising out of or connected in any way with these Terms shall take place on an individual basis exclusively in the federal and state courts located in New York County, New York in the State of New York, and in connection therewith, you expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located in New York County, in New York, in the State of New York.

9.2. Amendments and Revisions to Terms of Service

Virtue Foundation may amend, modify, or replace these Terms at any time, in its sole discretion, without prior notice. Each time you access the Website or Software, your continued access or use of the Services indicates your full acceptance and agreement to abide by these Terms in its then-current form, including any updates made by Virtue Foundation, which updates will, once made by us, apply to all access to and use of the Services thereafter. If you do not agree to these or revised Terms, you may not access or use the Services. It is your responsibility to periodically check the Website so that you are aware of what the current Terms are. Your continued use of the Services will constitute your acceptance of any amended Terms.

9.3. Entire Agreement

The Terms and the Privacy Policy constitute the entire agreement between you and Virtue Foundation regarding the Services, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

9.4. Survival

Any provision of these Terms that is by its nature, whether expressly or by implication, reasonably intended to survive and continue in force and effect on or after your ceasing use of the Services, will survive and continue in force and effect. Not limiting the foregoing, the following sections will survive any termination or expiration of these Terms for any reason, including your ceasing use of the Services: Section 1.4 (Acceptable Use Policy); Section 3 (Intellectual Property Ownership; Licenses) (excluding Section 3.1 (License to Software)); Section 6 (Indemnification and Liability); Section 7 (Dispute Resolution); Section 8.4 (Consequences of Termination); Section 9.1 (Governing Law); Section 9.3 (Entire Agreement); this Section 9.4 (Survival), Section 9.5 (Notices); and Section 9.6 (Waiver and Severability).

9.5. Notices

The Services are operated by:

All feedback, comments, requests for technical support, and other communications relating to the Website, Software or the Services should be directed to: [email protected].

9.6. Waiver and Severability

No waiver by Virtue Foundation of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Virtue Foundation to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.