Important, read carefully: your use of and access to the Service, including any associated software, applications, websites, APIs, integrations, dashboards, and documentation, is conditioned upon your compliance with and acceptance of these Terms of Service.
These Terms of Service are entered into between Virtuosis Artificial Intelligence SA together with its affiliates where applicable (“Virtuosis”, “we”, “us”, or “our”), and the customer, organization, or individual accepting these Terms of Service or identified in the applicable Order Form (“Customer”, “you”, or “your”).
By clicking the “I agree” button or checkbox on the Virtuosis website, in Microsoft AppSource, in the Order Form, by accessing the Virtuosis website, or by using the Service, you agree to be bound by these Terms of Service, the applicable Order Form(s), the Privacy Policy (accessible via https://www.virtuosis.ai/privacy-policy), and the Virtuosis Data Processing Addendum (“DPA”) (accessible via https://www.virtuosis.ai/dpa), which includes or incorporates any applicable international data transfer safeguards where required by Applicable Data Protection Laws, collectively, the “Agreement”.
Virtuosis will provide the Service, and Customer may access and use the Service, in accordance with this Agreement. If Customer orders the Service through an online registration page, Microsoft AppSource, a statement of work, or an order form, (each an “Order Form”), the Order Form may contain additional terms, subscription details, service descriptions, usage limits, fees, hosting choices, data-retention settings, support terms, and other information regarding the Service ordered.
1. The Service
1.1 The Service is a cloud-based platform providing communication, wellbeing, screening, monitoring, health insight, and/or clinical decision-support functionalities, depending on the configuration selected in the applicable Order Form. The Service is designed to enable Customer to analyze calls, audio recordings, audio streams, related metadata, questionnaire inputs, or other information made available to Virtuosis and to generate personal, group, communication, wellbeing, health, or clinical decision-support insights, outputs, reports, scores, suggestions, or related information.
1.2 “Content” means audio recordings, audio streams, files, metadata, account information, questionnaire responses, wellbeing or clinical inputs, generated insights, outputs, reports, and any other data submitted to, generated through, or made accessible to Virtuosis by or on behalf of Customer or its Permitted Users through the Service.
1.3 Virtuosis grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the applicable Subscription Term, subject to a valid subscription, the applicable Order Form, these Terms of Service, and any free evaluation terms, as applicable.
1.4 Upon subscription to the Service, Virtuosis will grant Customer access to the Service or certain parts of it. Depending on the Service configuration, Customer or Virtuosis may add end-user accounts (“Permitted Users”) and configure or manage certain features of the Service. Permitted Users’ access to the Service is limited and personal. Customer is responsible for all acts and omissions of its Permitted Users and for all use of accounts, credentials, passwords, API keys, or other access mechanisms issued to Customer or its Permitted Users.
1.5 Virtuosis will use commercially reasonable efforts to maintain the availability of the Service. However, Virtuosis does not guarantee that the Service will operate in an uninterrupted, continuous, timely, secure, or error-free manner. Virtuosis may perform maintenance, updates, or changes to the Service and will use commercially reasonable efforts to schedule planned downtime so as to minimize service interruptions.
1.6 Virtuosis may modify, update, enhance, discontinue, or replace features of the Service from time to time, provided that such changes do not materially reduce the core functionality of the Service during the applicable Subscription Term, unless required for legal, security, regulatory, technical, or operational reasons.
1.7 Unless expressly stated otherwise in the applicable Order Form or regulatory documentation, the Service is intended to support communication, wellbeing, screening, monitoring, or clinical decision-support workflows and is not intended to replace professional medical judgment, emergency care, diagnosis, or treatment. Customer is responsible for ensuring that any clinical, medical, occupational, research, or regulated use of the Service is performed by appropriately qualified professionals and in accordance with applicable laws, clinical protocols, regulatory requirements, ethical approvals, and internal policies.
1.8 Customer acknowledges that outputs generated by the Service, including any scores, insights, suggestions, alerts, classifications, or reports, are probabilistic and may be incomplete, inaccurate, or unsuitable for a particular individual or context. Customer is responsible for reviewing, validating, interpreting, and using outputs appropriately. Customer shall not use the Service as the sole basis for decisions producing legal, medical, employment, insurance, educational, financial, or similarly significant effects on individuals unless expressly agreed in the applicable Order Form and supported by appropriate legal, clinical, human-review, human-oversight, and data-protection safeguards.
2. Evaluation Period
2.1 Virtuosis may make the Service or any part of it available to Customer on an evaluation, pilot, proof-of-concept, beta, or trial basis until the earlier of: (i) the end of the applicable evaluation period; (ii) Customer’s purchase of a subscription; or (iii) termination of the evaluation by Virtuosis in its sole discretion.
2.2 Any data entered into the Service, and any customizations made to the Service by or for Customer, during the evaluation period may be permanently lost unless Customer purchases a subscription to the same Service or exports such data before the end of the evaluation period. Customer is responsible for exporting any data it wishes to retain before the end of the evaluation period.
3. Data Security and Data Protection
3.1 Virtuosis will maintain appropriate physical, technical, and organizational measures designed to protect Content and Customer Personal Data against unauthorized disclosure, unauthorized access, accidental or unlawful destruction, loss, alteration, or misuse, in accordance with industry standards, the DPA, and Applicable Data Protection Laws.
3.2 Where Virtuosis processes Personal Data on behalf of Customer, such processing is governed by the DPA. In case of conflict between these Terms of Service and the DPA with respect to the processing of Personal Data, the DPA shall prevail, except where mandatory international data transfer terms require a different result.
3.3 Virtuosis will not access, view, or process Content except: (a) as provided in this Agreement; (b) as authorized or instructed by Customer; (c) as required to provide, operate, secure, maintain, support, or improve the Service in accordance with the Agreement and the DPA; (d) as required to investigate or prevent security, fraud, abuse, or technical issues; or (e) as required by applicable law.
3.4 Virtuosis will notify Customer of Personal Data Breaches affecting Customer Personal Data in accordance with the DPA.
3.5 Customer acknowledges that the Service may be hosted using Microsoft Azure cloud services, unless otherwise specified in the applicable Order Form. Microsoft acts as a Sub-processor of Virtuosis where Microsoft processes Customer Personal Data on behalf of Virtuosis in connection with Azure services used to provide the Service. Microsoft’s processing as Virtuosis’ Sub-processor is governed by the Microsoft Products and Services Data Protection Addendum, available at https://aka.ms/dpa, as updated by Microsoft from time to time. The Microsoft DPA does not replace the DPA between Virtuosis and Customer.
4. Customer Responsibilities and Acceptable Use
4.1 Customer is responsible for its and its Permitted Users’ use of the Service in accordance with this Agreement and all applicable local, cantonal, state, federal, national, international, medical, employment, insurance, research, data protection, cybersecurity, AI, consumer protection, and other laws, regulations, professional rules, ethical standards, and institutional policies.
4.2 Customer represents and warrants that it has obtained and will maintain all rights, authorizations, legal bases, consents, notices, patient information, employee notices, ethics approvals, clinical authorizations, institutional approvals, and other permissions required to submit Content to Virtuosis and to authorize Virtuosis to host, copy, transmit, process, analyze, display, export, and otherwise use Content as contemplated by this Agreement and the DPA.
4.3 Customer is responsible for determining whether the Service is appropriate for Customer’s intended use, including in healthcare, research, or other regulated contexts.
4.4 Customer shall not, and shall ensure that its Permitted Users shall not, use the Service or Content for any purpose that:
(a) is unlawful, harmful, fraudulent, deceptive, obscene, libelous, defamatory, harassing, discriminatory, inciting hatred, terrorism, or violence, or otherwise objectionable;
(b) infringes, misappropriates, or violates the intellectual property, privacy, publicity, confidentiality, data protection, or other rights of any third party;
(c) violates or encourages violation of any applicable law, treaty, regulation, professional rule, ethical rule, or institutional policy;
(d) involves employment, insurance eligibility, credit, legal, disciplinary, educational, financial, or other high-impact decisions concerning individuals unless expressly agreed in the applicable Order Form and supported by appropriate legal, human-review, and data-protection safeguards;
(e) involves emergency medical use, acute diagnosis, treatment decisions, or replacement of professional medical judgment unless expressly agreed in writing and lawfully supported by applicable regulatory clearance, clinical protocols, and qualified professional oversight;
(f) attempts to identify, authenticate, surveil, track, or profile individuals in a manner not expressly permitted by the Agreement or Applicable Data Protection Laws; or
(g) may cause Virtuosis, the Service, or any third party to violate applicable law or third-party rights.
4.5 Customer shall not, and shall ensure that its Permitted Users shall not:
(a) abuse, interfere with, disrupt, overload, or degrade the Service;
(b) sell, resell, transfer, sublicense, lease, pledge, rent, share, or otherwise make the Service available to any third party, including affiliates, except as expressly permitted in the applicable Order Form;
(c) modify, remove, obscure, or amend Virtuosis’ name, logo, notices, proprietary markings, or branding;
(d) copy, reproduce, duplicate, frame, mirror, scrape, or create derivative works of all or any part of the Service, except as expressly permitted by the Agreement;
(e) make the Service or Content available to anyone other than Permitted Users for Customer’s own benefit and as intended under the Agreement;
(f)access or attempt to access systems, programs, data, accounts, APIs, or networks that are not made available to Customer;
(g) bypass, disable, or circumvent registration processes, access controls, rate limits, security controls, traffic management devices, usage limits, or other protection mechanisms;
(h) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, model parameters, structural framework, algorithms, architecture, or non-public components of the Service, except to the extent such restriction is prohibited by applicable law;
(i) use the Service to develop, train, benchmark, or improve a competing product or service; or
(j) access or use the Service if Customer or the relevant user is a competitor of Virtuosis, or for monitoring availability, performance, functionality, benchmarking, or competitive purposes, unless expressly authorized by Virtuosis in writing.
4.6 If Customer receives notice from Virtuosis, a third party, or a governmental or regulatory authority that Content, data, or a third-party service must be removed, modified, disabled, or discontinued to avoid violating this Agreement, applicable law, or third-party rights, Customer shall promptly do so. If Customer does not take the required action, or if Virtuosis reasonably determines that a violation has occurred or is likely to recur, Virtuosis may disable access to the applicable Content, Service, account, integration, or third-party service.
4.7 When using the Service in conjunction with third-party services, Customer shall comply with the terms of service, policies, and requirements of such third-party services. Virtuosis shall not be liable for any termination, breach, suspension, restriction, loss, or damage resulting from Customer’s use of the Service with third-party services.
5. Subscription Fees and Payment
5.1 In consideration for the right to use the Service, Customer shall pay the subscription, usage, implementation, support, professional services, Voice Check Package, or other fees set out in the applicable Order Form (“Subscription Fees”). “Voice Check Package” means a prepaid package including a defined number of voice checks, credits, or usage units, as specified in the applicable Order Form. Except as expressly stated in the Agreement or an Order Form, all payment obligations are non-cancelable, all payments are non-refundable, and quantities purchased cannot be decreased during the relevant term.
5.2 Customer may cancel its subscription early only if permitted by the applicable Order Form. Unless expressly agreed otherwise, early cancellation does not entitle Customer to any refund and Customer shall promptly pay all ubscription Fees due through the end of the then-current Subscription Term.
5.3 Subscription Fees are exclusive of taxes, levies, duties, withholding taxes, value-added tax, sales tax, and similar governmental assessments of any kind. Customer is responsible for paying all such taxes, except taxes based on Virtuosis’ net income.
5.4 Virtuosis may modify Subscription Fees for the Service under one or more Order Forms, effective upon commencement of the next renewal Subscription Term of the relevant Order Form(s), by notifying Customer in writing at least thirty (30) days before the end of the then-current Subscription Term.
5.5 Unless Subscription Fees are charged through Microsoft AppSource, another Microsoft-related service, or another marketplace, or unless the applicable Order Form specifies another payment method, Customer shall provide Virtuosis with valid and updated credit card information or another payment document reasonably acceptable to Virtuosis. If Customer provides credit card information, Customer authorizes Virtuosis to charge such credit card for all fees listed in the applicable Order Form for the initial Subscription Term and any renewal Subscription Term(s).
5.6 If the Order Form specifies payment by invoice, Virtuosis will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due thirty (30) days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information and for notifying Virtuosis of any changes.
5.7 If any amount owed by Customer is thirty (30) days or more overdue, or ten (10) days or more overdue in the case of amounts Customer authorized Virtuosis to charge to a credit card or direct debit, Virtuosis may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations so that all such obligations become immediately due and payable, and may suspend theService until such amounts are paid in full. Except in cases of declined credit card or direct debit payments, Virtuosis will provide at least ten (10) days prior written notice before suspending the Service for non-payment.
5.8 Customer shall be responsible for all reasonable costs and expenses incurred by Virtuosis in collecting overdue amounts, including collection fees, court costs, and reasonable attorneys’ fees. Virtuosis may charge interest on overdue amounts at the highest rate permitted by applicable law.
6. Proprietary Rights, Customer Content, and Feedback
6.1 Except for Customer Content, all rights, title, and interest in and to the Service, software, APIs, models, algorithms, systems, interfaces, documentation, designs, workflows, know-how, inventions, trademarks, service marks, copyrights, patents, trade secrets, and other intellectual property rights, including all derivatives, improvements, updates, and modifications thereof, are and shall remain owned by Virtuosis or its licensors.
6.2 Virtuosis makes no claim of ownership over Customer Content. As between the parties, Customer retains all rights, title, and interest in and to CustomerContent, subject to the rights granted to Virtuosis under the Agreement.
6.3 Customer grants Virtuosis a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, analyze, display, export, and otherwise use Customer Content solely as necessary to provide, operate, secure, maintain, support, and improve the Service in accordance with the Agreement, the DPA, and Customer’s documented instructions.
6.4 Virtuosis shall not use identifiable Customer Content or Customer Personal Data for model training, product development, research, validation, or service improvement purposes outside the provision of the Service unless such use is expressly permitted in the applicable Order Form, the DPA, a research agreement, a valid consent form, or another written instruction from Customer and supported by an appropriate legal basis.
6.5 Virtuosis may create and use aggregated or anonymized data derived from use of the Service, including metadata, usage statistics, performance indicators, model performance indicators, quality metrics, and service improvement data, to operate, maintain, analyze, improve, validate, and develop the Service, conduct research and validation, monitor quality and performance, and create statistical or benchmarking information, provided that such data does not identify Customer, Permitted Users, Data Subjects, or any other natural person and is not reasonably capable of re-identification. For clarity, pseudonymized data remains Personal Data and is governed by the DPA.
6.6 In the course of using the Service, Customer or its Permitted Users may provide feedback, suggestions, ideas, requests, or recommendations regarding the Service (“Feedback”). Customer grants Virtuosis a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, reproduce, modify, distribute, commercialize, and otherwise exploit Feedback without restriction, compensation, or accounting obligation, provided that Virtuosis does not disclose Customer Confidential Information in doing so.
7. Third-Party Websites, Applications, and Integrations
7.1 The Service may contain links, references, integrations, connectors, or interoperability features with third-party websites, applications, marketplaces, platforms, cloud services, or communication tools. Virtuosis may, from time to time and in its discretion, add, remove, modify, or suspend such links or integrations.
7.2 Virtuosis does not control, endorse, sponsor, or verify third-party services and is not responsible or liable for their content, security, availability, performance, policies, acts, omissions, communications, or transactions.
7.3 Customer’s use of third-party services is governed by the applicable third-party terms and policies. Customer is responsible for ensuring that its use of third-party services with the Service complies with applicable law and the Agreement.
8. Warranties and Disclaimers
8.1 Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement and that entering into and performing this Agreement does not violate any other agreement to which it is a party.
8.2 Virtuosis warrants that, during the applicable Subscription Term, the Service will perform in all material respects as described in the applicable Order Form and product documentation when used in accordance with the Agreement. Customer’s sole and exclusive remedy for breach of this warranty is for Virtuosis to use commercially reasonable efforts to correct the affected Service or replace it with a component or service of substantially similar functionality.
8.3 The warranty in Section 8.2 is conditioned upon Customer notifying Virtuosis in writing within thirty (30) days of discovering the alleged defect and providing a documented example of the defect. The warranty does not apply to any defect, non-conformity, or issue resulting from: (a) misuse, abuse, or unauthorized use; (b) use in combination with products, equipment, software, data, or services not supplied or approved by Virtuosis; (c) Customer’s systems, networks, devices, configurations, data, Content, or third-party services; (d) viruses, malware, or harmful code not introduced by Virtuosis; (e) modifications not made by Virtuosis; or (f) use outside the scope of the Agreement.
8.4 Except as expressly provided in this Agreement, and to the fullest extent permitted by applicable law, the Service is provided without warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, availability, or suitability for a particular medical, clinical, regulatory, commercial, or operational purpose.
8.5 Without limiting Section 8.4, Virtuosis does not warrant that: (a) the Service will meet Customer’s requirements; (b) the Service will be uninterrupted, continuous, timely, secure, error-free, or virus-free; (c) use of the Service or Content will generate any particular result, diagnosis, recommendation, outcome, revenue, savings, clinical benefit, or consequence; (d) outputs will be accurate, complete, or suitable for a particular individual or context; or (e) Customer’s use of the Service is lawful in any particular jurisdiction or context.
8.6 During any evaluation period, pilot, beta, proof-of-concept, or trial, the Service is provided “as is” and “as available”, without warranties, representations, service level commitments, or indemnities of any kind to the fullest extent permitted by applicable law.
9. Privacy and Other Policies
9.1 Use of the Service is subject to the Privacy Policy, which is incorporated into this Agreement by reference.
9.2 Where Virtuosis processes Customer Personal Data on behalf of Customer, such processing is governed by the DPA.
9.3 Customer understands and agrees that Virtuosis may contact Customer by email or otherwise with information relevant to Customer’s use of the Service, including service notices, security notices, administrative messages, legal notices, support communications, billing communications, and product updates.
10. Confidentiality
10.1 “Confidential Information” means all information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally, electronically, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business, technical, financial, commercial, product, security, legal, regulatory, clinical, research, and operational information.
10.2 Virtuosis’ Confidential Information includes, without limitation, the Service, software, models, algorithms, systems, APIs, documentation, features, functionality, performance, roadmap, pricing, security information, and non-public product information. Customer’s Confidential Information includes, without limitation, Customer Content.
10.3 Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available without breach of the Agreement; (b) was known to the Receiving Party before disclosure without confidentiality obligations; (c) is received from a third party without breach of confidentiality obligations; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
10.4 The Receiving Party shall: (a) protect the Disclosing Party’s Confidential Information using at least reasonable care and no less than the care it uses to protect its own confidential information of a similar nature; (b) use Confidential Information only to perform or receive the benefits of the Agreement; (c) disclose Confidential Information only to its employees, contractors, advisors, affiliates, or Sub-processors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and (d) not disclose Confidential Information to any third party except as permitted by the Agreement or required by applicable law.
10.5 If the Receiving Party is required by law, court order, or governmental authority to disclose Confidential Information, it shall, unless legally prohibited, provide prompt written notice to the Disclosing Party and reasonably cooperate with the Disclosing Party’s efforts to limit or challenge the disclosure.
10.6 The confidentiality obligations in this Section 10 shall survive for ten (10) years after termination or expiration of the Agreement. Trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.
10.7 This Section 10 does not limit the DPA or any stricter obligations applicable to Personal Data, health data, patient data, or other regulated data.
11. Term and Termination
11.1 The initial term of the Agreement, subscription, or purchased package shall be as set out in the applicable Order Form (“Initial Term”).
11.2 At the end of the Initial Term, subscriptions will automatically renew for successive terms equal in length to the preceding term unless either party notifies the other in writing at least thirty (30) days before the end of the then-current term that it does not wish to renew, unless the applicable Order Form states otherwise. Voice Check Packages will renew only if and as expressly stated in the applicable Order Form. The Initial Term and any renewal terms are collectively the “Subscription Term”.
11.3 Either party may terminate this Agreement if the other party: (a) materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice of the breach, if curable; or (b) becomes subject to a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
11.4 Virtuosis may suspend or terminate Customer’s access to the Service immediately if: (a) Customer or its Permitted Users materially violate Sections 4.4 or 4.5; (b) Customer’s use of the Service poses a security, legal, regulatory, operational, or reputational risk to Virtuosis, the Service, another customer, or a third party; (c) suspension is required by law or a third-party service provider; or (d) Customer fails to pay overdue amounts as described in Section 5.7.
11.5 Upon termination or expiration of this Agreement: (a) Customer shall cease use of the Service and all rights granted under the Agreement shall terminate; (b) upon written request, Virtuosis will make Customer Content and available outputs exportable or downloadable for thirty (30) days following termination or expiration, unless otherwise specified in the Order Form or DPA; and (c) after such period, Virtuosis may delete or anonymize Customer Content in accordance with the Agreement, the DPA, and applicable law.
11.6 Virtuosis may retain Customer Content where required by applicable law, for legitimate legal or audit purposes, or in backups for a limited period, provided that such retained data remains protected in accordance with the Agreement and the DPA and is not processed for any other purpose.
11.7 Unless otherwise agreed in writing, raw audio recordings are deleted after processing or after the retention period configured for the applicable Service, except where Customer has instructed Virtuosis to retain them, where retention is necessary to provide the Service, or where retention is required by law or the Agreement.
11.8 Sections 4.1, 4.2, 5, 6, 8, 10, 11.5 to 11.8, 12, 13, 14, 16, 17, and 18 shall survive termination or expiration of the Agreement, together with any other provisions that by their nature should survive.
12. Limitation of Liability and Force Majeure
12.1 To the fullest extent permitted by applicable law, neither party shall be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profits, loss of revenue, loss of goodwill, loss of business opportunity, loss of data, business interruption, or cost of substitute services, whether based on contract, tort, negligence, strict liability, or otherwise, even if the party has been advised of the possibility of such damages.
12.2 Subject to Sections 12.3 and 12.4, Virtuosis’ aggregate liability arising out of or related to the Agreement or the Service shall not exceed the fees actually paid or payable by Customer to Virtuosis under the Agreement during the twelve (12) months preceding the event giving rise to the claim.
12.3 The limitation in Section 12.2 shall not apply to Customer’s payment obligations, Customer’s indemnification obligations under Section 14, Customer’s breach of Sections 4.1, 4.2, 4.4, or 4.5, Customer’s breach of confidentiality obligations, Customer’s infringement or misappropriation of Virtuosis’ intellectual property rights, Customer’s unauthorized use, copying, reverse engineering, benchmarking, or competitive use of the Service, fraud, willful misconduct, gross negligence, death or personal injury to the extent liability cannot be limited under applicable law, or any liability that cannot be excluded or limited under applicable law.
12.4 Unless otherwise specified in the applicable Order Form, Virtuosis’ aggregate liability for breach of the DPA or breach of data security obligations shall not exceed the fees actually paid or payable by Customer to Virtuosis under the Agreement during the twenty-four (24) months preceding the event giving rise to the claim. For clarity, this Section 12.4 does not limit any liability excluded from the liability cap under Section 12.3.
12.5 Neither party shall be deemed in breach of the Agreement for any failure or delay caused by circumstances beyond its reasonable control, including acts of God, pandemic, epidemic, war, terrorism, civil disturbance, labor disputes, governmental action, internet or telecommunications failures, cloud provider failures, power failures, or other events beyond reasonable control. The affected party shall notify the other party as soon as reasonably practicable and use commercially reasonable efforts to mitigate the impact.
13. Limitation of Claims
Any claim or cause of action arising out of or related to the Service or the Agreement must be brought within one (1) year after the claim or cause of action arose, unless a longer period is required by applicable law. Claims not brought within such period shall be permanently barred.
14. Indemnification
14.1 Customer shall indemnify, defend, and hold harmless Virtuosis, its officers, directors, employees, agents, affiliates, licensors, suppliers, and representatives from and against all losses, liabilities, damages, claims, obligations, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to any third-party claim concerning:
(a) Customer’s or its Permitted Users’ use of the Service;
(b) Customer Content;
(c) Customer’s breach of Sections 4.1, 4.2, 4.4, or 4.5;
(d) Customer’s failure to obtain required rights, notices, consents, legal bases, approvals, authorizations, or permissions;
(e) claims brought by Customer’s employees, users, patients, beneficiaries, insured persons, students, contractors, consultants, customers, service providers, or other Data Subjects in connection with Customer’s use of the Service, except to the extent caused by Virtuosis’ breach of the Agreement; or
(f) Customer’s violation of applicable law or third-party rights.
14.2 Virtuosis shall provide Customer with prompt written notice of the claim, reasonably cooperate in the defense, and allow Customer to control the defense and settlement, provided that Customer shall not settle any claim in a manner that imposes liability, admission of wrongdoing, or obligations on Virtuosis without Virtuosis’ prior written consent.
15. Intellectual Property Infringement Notices
15.1 Virtuosis respects intellectual property rights and expects its users to do the same. If Customer or a third party believes that content submitted to or hosted on the Service infringes intellectual property rights, the relevant party may notify Virtuosis at info(@)virtuosis.ch or another address specified by Virtuosis.
15.2 The notice should include sufficient information to identify the allegedly infringed work, the allegedly infringing content, the location of the content in the Service, the notifier’s contact details, and a statement explaining the basis for the claim.
15.3 Following receipt of a notice, Virtuosis may take any action it deems appropriate, including requesting additional information, removing or disabling access to challenged content, notifying Customer, or preserving evidence where appropriate.
16. Injunctive Relief
Customer acknowledges that unauthorized use of the Service, unauthorized disclosure of Virtuosis Confidential Information, infringement or misappropriation of Virtuosis intellectual property, reverse engineering, sublicensing, copying, or disclosure of technical information or materials related to the Service may cause irreparable injury to Virtuosis, its affiliates, suppliers, licensors, and authorized resellers or distributors. In such circumstances, Virtuosis shall be entitled to seek equitable relief, including preliminary and permanent injunctive relief, without the need to prove actual damages or post bond or other security, to the fullest extent permitted by applicable law.
17. General
17.1 The Service, Content, Virtuosis technology, and derivatives thereof may be subject to sanctions, export control, and trade restriction laws and regulations of Switzerland, the European Union, the United States, the United Kingdom, and other jurisdictions. Customer shall not permit access to or use of the Service in violation of applicable sanctions, export control, or trade restriction laws, including by persons or entities listed on applicable restricted-party lists or located in comprehensively sanctioned territories.
17.2 This Agreement constitutes the entire agreement between Customer and Virtuosis regarding the Service and supersedes all prior or contemporaneous agreements, proposals, representations, understandings, or communications, whether oral or written, regarding the subject matter of the Agreement. Customer acknowledges that it has not entered into this Agreement in reliance on any statement regarding future functionality or features of the Service. The terms of any purchase order or similar document issued by Customer shall have no effect and are hereby rejected, unless expressly agreed by Virtuosis in writing.
17.3 In the event of any conflict or inconsistency among the Agreement documents, the order of precedence shall be: (1) the applicable Order Form; (2) the DPA, solely with respect to the processing of Personal Data; and (3) these Terms ofService. Where mandatory international data transfer terms apply, they shall prevail solely with respect to the relevant inte rnational data transfer.
17.4 No failure or delay by either party in exercising any right under the Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the party granting the waiver.
17.5 Customer and Virtuosis are independent contractors. Nothing in the Agreement shall be construed as creating a partnership, agency, fiduciary relationship, employment relationship, franchise, or joint venture between the parties.
17.6 If any provision of the Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that most closely reflects the original economic and legal intent. The same shall apply to gaps or omissions.
17.7 All notices and other communications under the Agreement shall be given in writing and sent by email to the contact details specified in the Order Form, account settings, or other written notice. Electronic signatures, including DocuSign or similar electronic signature services, are valid for purposes of executing the Agreement and related documents.
17.8 Customer may not assign or transfer the Agreement, in whole or in part, without Virtuosis’ prior written consent, except to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided that the assignee agrees in writing to be bound by the Agreement. Virtuosis may assign or transfer the Agreement to an affiliate or successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets. Any attempted assignment in violation of this Section shall be void.
17.9 Virtuosis may update these Terms of Service from time to time. For existing subscriptions, material changes shall take effect upon renewal of the applicable Subscription Term unless earlier acceptance is required by law, necessary for security, legal, or operational reasons, or agreed by Customer. Continued use of the Service after the effective date of updated Terms constitutes acceptance of the updated Terms.
18. Governing Law and Exclusive Courts
18.1 Unless the GDPR, the FADP, applicable international data transfer terms, or another mandatory law requires otherwise, this Agreement shall be governed exclusively by Swiss substantive law, without regard to its choice of law or conflict-of-law principles.
18.2 Subject to mandatory law and applicable international data transfer terms where applicable, the courts of Lausanne, Switzerland shall have exclusive jurisdiction over any dispute arising out of or related to the Agreement or the Service.
Last updated: 14 May 2026
