2. Eligibility

You must be at least 18 years of age or the age of legal majority in your jurisdiction to use the Services. By using the Services, you represent and warrant that you meet this requirement.

3. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting updated Terms on the Services and updating the “Last Updated” date. Your continued use of the Services after any such changes constitutes your acceptance of the revised Terms.

4. Permitted Use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your business purposes. You agree not to:

1. Copy, modify, distribute, sell, or lease any part of the Services;
2. Reverse engineer or attempt to extract the source code of the Services;
3. Use the Services for any unlawful purpose or in violation of any applicable law or regulation;
4. Upload, transmit, or distribute any viruses, malware, or other harmful code;
5. Interfere with or disrupt the integrity or performance of the Services;
6. Attempt to gain unauthorized access to the Services or related systems or networks;
7. Use any automated means, including bots, scrapers, or spiders, to access or collect data from the Services without our prior written consent; or
8. Use the Services in any manner that could damage, disable, overburden, or impair the Services.

5. Intellectual Property

All content, features, and functionality of the Services, including text, graphics, logos, icons, images, audio clips, software, and compilations thereof (collectively, “Content”), are the exclusive property of VIRTUE or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Content or the Services except as expressly set forth herein.

6. Third-Party Links and Services

The Services may contain links to third-party websites or services that are not owned or controlled by VIRTUE. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. Your use of third-party websites and services is at your own risk.

7. Privacy

Your use of the Services is subject to our Privacy Policy, which is incorporated into these Terms by reference.

8. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VIRTUE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VIRTUE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF VIRTUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIRTUE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNTS PAID TO YOU BY VIRTUE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

You agree to indemnify, defend, and hold harmless VIRTUE, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Services; (b) your User Content; (c) your violation of these Terms; or (d) your violation of any rights of a third party.

11. Termination

We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination, your right to use the Services will immediately cease. Sections 6, 10, 11, 12, 14, and 15 shall survive termination.

12. Governing Law and Dispute Resolution

Please read this Section 11 (Governing Law and Dispute Resolution) carefully as it applies to you to the extent your usual place of residence permits binding arbitration in contracts between parties and may affect rights that you may otherwise have. It provides for resolution of most disputes through arbitration instead of court trials and class actions. Arbitration is more informal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury, and discovery is more limited. Arbitration is final and binding and subject to only very limited review by a court.

1. Binding Arbitration
   
   This Section is intended to be interpreted broadly to encompass all disputes or claims arising out of or relating to these Terms, your use of our Services, and your relationship with us. Any dispute or claim arising out of or relating to these Terms, including issues of validity, termination, and/or arbitrability, as well as use of the Services and your relationship with VIRTUE or any subsidiary, parent or affiliate company or companies (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory) will be resolved by binding arbitration.
   
2. Arbitration Procedures
   
   1. Informal Dispute Procedures
      
      For all disputes, whether pursued in court or arbitration, you must first send a letter (by first class or registered mail) with a written description of your claim to our Legal department at legal@vice.com, Attn: General Counsel to allow us an opportunity to resolve the dispute (“Claim Notice”). You and VIRTUE each agree to negotiate your claim in good faith. Both you and VIRTUE agree that the dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any arbitration or filing any claim against the other party. You may request arbitration if your claim or dispute cannot be resolved within sixty (60) days from the date we receive the claim notice.
      
      To the extent you cannot resolve any dispute through the informal dispute resolution procedure described above, a dispute shall be resolved through binding individual arbitration. You agree that the arbitration of any dispute or claim shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (“AAA”), as modified by these Terms and Conditions. The AAA Rules and information about arbitration and fees are available online at www.adr.org or by calling the AAA at (800) 778-7879. You and VIRTUE agree that these Terms evidence a transaction in interstate commerce and that this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law, and will not be governed by state law. The seat, or legal place, of any arbitration will be California, but hearings may be held in a reasonably convenient location in the jurisdiction in which you reside or at another mutually agreed location. The arbitration will be conducted in the English language. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your individual claim, and must follow and enforce these Terms as a court would. Any arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.
      
   2. Costs of Arbitration
      
      Payment of all filing, administration and arbitrator fees will be governed by AAA Rules. Each party will bear the filing fees, fees and expense of its own attorneys, experts, witnesses and preparation and presentation of evidence at the arbitration.
      
3. Class Action Waiver and Jury Waiver
   
   You may only bring claims in your individual capacity and on your own behalf, and no claims you bring may be joined or consolidated with any claims brought by any other party, without the written consent of all parties, regardless of venue. You further understand that by agreeing to these Terms, you expressly waive your right to a jury trial, to participate in or bring class, collective, or mass action, private attorney general action, or any other proceeding brought against us by someone else.

13. General Provisions

1. ENTIRE AGREEMENT
   
   These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and VIRTUE regarding the Services.
   
2. SEVERABILITY
   
   If any provision of these Terms is held to be unenforceable, the remaining provisions shall continue in full force and effect.
   
3. WAIVER
   
   No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.
   
4. ASSIGNMENT
   
   You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.
   
5. NOTICES
   
   We may provide notices to you via the Services, email, or other reasonable means. Notices to us must be sent to VIRTUE, legal@vice.com, Attn: General Counsel.

14. Contact Information

If you have questions about these Terms, please contact us at: legal@vice.com.

Last Updated: March 17, 2026