Terms and Conditions

 

 

This document outlines the conditions under which you can utilize our Services. These Terms of Service (referred to as "Terms"), along with the Privacy Policy, both dated as of the Effective Date and integrated into these Terms by reference, as well as any other policy referenced herein, may undergo periodic updates. Your ongoing use of the Services indicates your acknowledgment and comprehension of these changes. You acknowledge that notification of changes to this agreement is not obligatory. To access our Services, you must consent to these Terms. By utilizing the Services, you confirm that you have perused and comprehended these Terms, and you are staying informed about any periodic revisions. These Terms regulate your use of, access to, association with, and operation of the Services within the United States and its territories.

 

• Use of Our Services and Your License

The Services function as a platform connecting individuals and businesses seeking task completion with independent assistants, receptionists, contractors, and businesses (referred to as "vendors") capable of fulfilling these tasks. Vendors, also referred to as "Fulfillers," may be subject to various agreements, such as master service agreements, independent contractor agreements, or employment agreements overseen by Virtuoso. The term "Users" explicitly pertains to parties utilizing the Services to hire virtual talent or have tasks completed, in accordance with the user agreement.

Provided you adhere to these Terms and pay any applicable fees, Virtuoso grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and utilize the Services, whether as a User or Vendor. Virtuoso reserves the right to terminate your license to any part of the Services at its discretion and without prior notice. This license excludes resale, derivative use, or employing data mining tools on the Services. All rights not expressly granted in these Terms are reserved by Virtuoso, and you must obtain written consent before reproducing, duplicating, or selling any portion of the Services. Additionally, you are prohibited from using meta tags or any hidden text featuring Virtuoso's name or trademarks without explicit written consent. Misuse of the Services is not permitted, and you may only use them in compliance with the law. Failure to comply with these Terms will result in the termination of licenses granted by Virtuoso, though you will still be bound by the provisions of these Terms.

• Eligibility

1. To use the Services, each User must be at least 18 years old. The Services are not accessible to individuals under 18 years old, regardless of parental consent, whether acting as a Fulfiller or a User. By becoming a User, you confirm that you are at least 18 years old and have the legal capacity to agree to and comply with these Terms.
2. Additionally, you confirm that your use of the Services adheres to all relevant laws and regulations.

• Service Rules

You agree to refrain from participating in any of the following prohibited actions:

 

1. Modifying, changing, duplicating, copying, disseminating, or revealing any confidential aspect of the Services through any means (including, but not limited to, any information, whether known or unknown to you, that is confidential; information of unknown origin should be treated as confidential);
2. Attempting to disrupt or disrupting the integrity or security of the system;
3. Attempting to upload or uploading any virus, worm, code (malicious or otherwise), or other software via the Services; and
4. Failure to adhere to the terms outlined in this Section 3 may result in your inability to access the Services or other forms of termination of access.

• Payment

• Billing Policies.

Thank you for your interest in Virtuoso. In this section, we will discuss some of Virtuoso’s Billing Policies. As Virtuoso operates globally in employing human resources, billing appropriately to ensure fair and ethical compensation for all our talents is a fundamental responsibility and moral obligation.

 

1. Billing Periods & Automatic Renewal: When collaborating with Virtuoso, it's understood from the outset that your subscription with Virtuoso will automatically renew on a monthly basis until you provide a Cancellation Notice.The agreed-upon date, known as the "Start Date," when your Virtuoso talent(s) begin working for you, as determined during the sales or onboarding process, marks the commencement of your subscription (the "Subscription Start Date"). In the event of your unresponsiveness to our communications before, on, or after this date, or if you happen to overlook or are unavailable on this date for any reason, your Virtuoso talent(s) remain exclusively assigned to you in a dedicated capacity. Since they represent human resources for which you bear ultimate responsibility, you will still incur charges for their time. Payment for services provided throughout the initial month of service will be deducted on this date, with subsequent payments occurring monthly thereafter (referred to as your "Subscription Renewal Date"). These payments will be automatically deducted from the designated Payment Method on file.

Should you be unable to settle your bill on the Subscription Renewal Date for any reason, our systems will continue to make automatic payment attempts for a period of 7 days. During or following this period, your Customer Success Manager will contact you to address any billing issues. Failure to resolve the billing matter within 10 calendar days may lead to a disruption of services, and your virtual talent(s) may be reassigned to other clients. You are financially responsible for any periods during which your virtual talent(s) were engaged in work while your subscription remained unpaid.

 

• Payment Methods: Virtuoso accepts various payment methods, including credit and debit cards (American Express, Visa, MasterCard, Discover) and ACH (Automated Clearing House) for US bank accounts. Instant verification of US bank accounts is facilitated by our banking technology partner, Plaid. All payments, encompassing credit, debit, and banking transactions, are processed through our financial technology partner, Stripe, a PCI-Level 1 Compliant payment processor.

For Deposits (outlined in section 1), payment is typically collected via credit or debit card. While Virtuoso does accept ACH and similar direct bank transfer payment options, we impose a Credit/Debit Card Payment Processing Fee of $35 USD per client per month. Virtuoso usually waives the first month’s Credit/Debit Card Payment Processing Fee. However, for each subsequent month of service, including and beyond the second month, Virtuoso applies a $35 USD fee per month to cover our average cost incurred when clients use a Credit or Debit card for payment. Given the substantial amounts charged, we implement this fee to sustain the provision of high-quality services at our current price point. If utilizing ACH or similar direct bank transfer payment options in applicable markets is not feasible for you, please contact Virtuoso for assistance in resolving this matter.

• Cancellation of Services and 10 day Cancellation Notice period: To cancel your services and prevent automatic renewal, you must notify your Customer Success Manager of your intention to cancel by email or through the chat service on our website, if available (referred to as your “Cancellation Notice”). Your Customer Success Manager will assist you in completing the necessary steps to cancel your services within 10 calendar days from the date of your Cancellation Notice.

As our operations involve managing human resources, often in countries with laws different from those of the United States, Virtuoso adheres to a 10-day Cancellation Notice period. This means that once you submit your Cancellation Notice, your services remain active and effective for 10 calendar days thereafter. Therefore, if you wish to cancel your services, you must inform your Customer Success Manager at least 10 calendar days prior to your Subscription Renewal Date. Failure to provide at least 10 days' notice will result in charges for the next month of service, and you may continue to use the services for the remainder of the month.

If you prefer to pause your services rather than cancel them outright, you can contact your Customer Success Manager to discuss your options. Pausing typically involves selecting a date to resume your services and does not guarantee the availability of your original talent(s) to continue serving you. Usually, after a pause or cancellation, talent(s) will be assigned to other clients.

• Missed Planning Calls: During the registration process for Virtuoso, you will be prompted to arrange a Planning Call with your Customer Success Manager. Failure to attend this scheduled Planning Call will result in your registration being processed according to our standard specifications for the role you selected during signup, one day after the missed Planning Call. The Start Date we have recorded will be utilized as the Subscription Start Date. If you are dissatisfied with the talent assigned to you, please reach out to your Customer Success Manager, who will arrange a call to discuss your needs and assist you in finding a suitable replacement.

1. Disputes, Chargebacks & Refunds: Starting a dispute or a chargeback against Virtuoso will lead to an immediate cessation of services until the matter is resolved. Virtuoso keeps thorough records of your interactions and accepted agreements to verify any dispute. If you believe you deserve a refund, please contact your Customer Success Manager to clarify the circumstances. All fees are non-refundable; however, Virtuoso may review refund requests on an individual basis at its sole discretion.

Virtuoso retains the right to amend or revise these Billing Policies at any time. Significant alterations in terms, as determined by Virtuoso, will be communicated to existing and active clients via email and updated on this page accordingly.

• Third-Party Links: 

• The utilization of our Services may offer you access to links leading to third-party websites and their associated content. Virtuoso neither owns nor oversees any of the contents provided by these third-party entities and does not accept responsibility for your interactions with such third-party sites. It is understood that your engagement with these sites is done at your own discretion and risk. 

• By using such third-party sites, you release Virtuoso from any liability that may arise from your interactions with them.

1. Indemnity: You are accountable for your utilization of the Services, and you consent to protect, indemnify, and exempt Virtuoso, along with our affiliates, subsidiaries, parent companies, successors, and assigns, as well as each of our officers, directors, employees, independent contractors, agents, and shareholders, from any claims, actions, lawsuits, losses, expenses, liabilities, and costs (including reasonable legal fees and expenses) connected to or stemming from your usage and involvement in the Services, including:
   1. Your breach of these Terms or the documents incorporated herein by reference;
   2. Your violation of any law or regulation or the rights of a third party, including, but not limited to, Fulfillers, Users, other motorists, and pedestrians, as a result of your own interaction with such third party;
   3. Any allegation that any materials you submit to us or transmit through the Services infringe upon or otherwise violate the copyright, trademark, patent, trade secret, or other intellectual property or other rights of any third party;
   4. Your ownership, use, or operation of a motor vehicle or passenger vehicle, or any other relevant tools (including, but not limited to, laundry machines, cleaning equipment, or stationary or technical equipment), including your provision of Services as a Fulfiller; and/or
   5. Any other activities in connection with the Services.

• Liability Boundaries: In no event will Virtuoso, including our affiliates, subsidiaries, parents, successors, and assigns, and each of our respective officers, directors, employees, independent contractors, agents, or shareholders (collectively referred to as "Virtuoso" for the purposes of this section), be liable to you for any incidental, special, exemplary, punitive, consequential, or indirect damages (including, but not limited to, damages for deletion, corruption, loss of data, loss of programs, failure to store any information or other content maintained or transmitted by the Services, financial loss arising from using the Services, financial loss associated with Fulfillers failing to complete tasks, service interruptions, or for the cost of procurement of substitute services) arising out of or in connection with the Services, or these Terms, however arising, including negligence, even if we or our agents or representatives know or have been advised of the possibility of such damages. The Services may be used by you to request and schedule transportation, goods, or other services with third-party providers, but you agree that Virtuoso has no responsibility or liability to you related to any transportation, goods, or other services provided to you by third-party providers other than as expressly set forth in their terms. Certain jurisdictions may not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights.

• Dispute Resolution and Arbitration Agreement: As part of the agreement to lawfully allow the use of the Services as disclosed in these Terms, you, the User, will be obliged to settle disputes with Virtuoso on an individual basis through determination, finality, and binding arbitration. By agreeing to these Terms, you fully acknowledge that you have read and understood the provisions outlined herein and have exercised reasonable caution in evaluating the consequences of consenting to these Terms. YOU AND VIRTUOSO MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLVE DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO SETTLE ANY DISPUTE THROUGH ARBITRATION, AS DESCRIBED BELOW.

• Agreement to Binding Arbitration Between You and Virtuoso.

1. This agreement to arbitrate (the "Arbitration Agreement") is governed by the Federal Arbitration Act and remains valid even after the termination of the Terms or the end of your relationship with Virtuoso. ANY ARBITRATION UNDER THE ARBITRATION AGREEMENT WILL BE CONDUCTED ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. With the exception of the provisions below, the Arbitration Agreement applies to all Claims (defined below) between you and Virtuoso, including our affiliates, subsidiaries, parents, successors, and assigns, as well as each of our respective officers, directors, employees, independent contractors, agents, and shareholders.

1. EXCEPT AS EXPRESSLY PROVIDED BELOW, ALL DISPUTES AND CLAIMS BETWEEN US (EACH, A "CLAIM," AND COLLECTIVELY, "CLAIMS") SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION SOLELY BETWEEN YOU AND VIRTUOSO. These Claims encompass any dispute, claim, or controversy, whether based on past, present, or future events, arising out of or related to: these Terms and previous versions thereof (including the breach, termination, enforcement, interpretation, or validity thereof), the Services, any other goods or services provided through the Services, your relationship with Virtuoso, the threatened or actual suspension, deactivation, or termination of your User Account or these Terms, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Virtuoso, any city, county, state, or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws, claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act, and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act of 1974 (except for individual claims for employee benefits under any benefit plan sponsored by Virtuoso and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, as well as all other federal and state statutory and common law claims. Any disputes regarding the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability, or validity of the Arbitration Agreement) shall be determined by the arbitrator, except as expressly provided below.

1. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND VIRTUOSO ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THE ARBITRATION AGREEMENT. The Arbitration Agreement is intended to mandate arbitration for every claim or dispute that can lawfully be arbitrated, except for those claims and disputes expressly excluded from the requirement to arbitrate by the terms of the Arbitration Agreement.

• Prohibition of Class Actions and Non-Individualized Relief.

1. YOU ACKNOWLEDGE AND AGREE THAT YOU AND VIRTUOSO MAY ONLY BRING CLAIMS IN ARBITRATION AGAINST EACH OTHER IN AN INDIVIDUAL CAPACITY AND NOT AS PART OF A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING ("CLASS ACTION WAIVER"). YOU UNDERSTAND AND AGREE THAT YOU AND VIRTUOSO ARE BOTH WAIVING THE RIGHT TO PURSUE OR RESOLVE A DISPUTE AS A PLAINTIFF OR CLASS MEMBER IN ANY ALLEGED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. HOWEVER, THIS SUBSECTION (C) DOES NOT APPLY TO CLAIMS BROUGHT AGAINST VIRTUOSO UNDER REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT.
2. The arbitrator is not authorized to address or resolve any Claim or provide relief on a class, collective, or representative basis.
3. Despite any other provision of these Terms, the Arbitration Agreement, or the AAA Rules (defined below), disputes concerning the scope, applicability, enforceability, revocability, or validity of the Class Action Waiver may only be resolved by a civil court with competent jurisdiction, not by an arbitrator. In cases where: (1) the dispute is initiated as a class, collective, or representative action, and (2) there is a final judicial determination that the Class Action Waiver is unenforceable regarding any Claims, the class, collective, and/or representative action on such Claims must be pursued in a civil court with competent jurisdiction. However, the Class Action Waiver shall remain valid and enforceable in arbitration for all other Claims to the fullest extent permitted.

2. Representative PAGA Waiver. Despite any other provision in these Terms or the Arbitration Agreement, to the maximum extent permitted by law: (1) you and Virtuoso agree not to initiate a representative action under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., on behalf of others in any court or arbitration, and (2) for any claim filed on a private attorney general basis, including under the PAGA, both you and Virtuoso consent to resolving such a dispute through arbitration solely on an individual basis (i.e., to determine whether you personally have been harmed or subjected to any legal violations), and that such an action may not be used to address the claims or rights of other individuals in a collective or joint proceeding (i.e., to determine whether other individuals have been harmed or subjected to any legal violations) (collectively referred to as the “representative PAGA Waiver”). Despite any other provision in the Terms, the Arbitration Agreement, or the AAA Rules, disputes concerning the scope, applicability, enforceability, revocability, or validity of this representative PAGA Waiver may only be resolved by a civil court with competent jurisdiction, not by an arbitrator. If any provision of this representative PAGA Waiver is deemed unenforceable or unlawful for any reason: (i) the unenforceable provision shall be separated from these Terms; (ii) removal of the unenforceable provision shall have no effect whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis according to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act claims must be litigated in a civil court with competent jurisdiction, not in arbitration. In the event that there are any Claims to be litigated in a civil court with competent jurisdiction because such a court determines that the representative PAGA Waiver is unenforceable with regard to those Claims, the Parties agree to halt the litigation of those Claims until the resolution of any individual Claims in arbitration.

• Rules Governing the Arbitration.

Any arbitration conducted under the Arbitration Agreement will be administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules effective at the time the arbitration commences (the “AAA Rules”), subject to modifications outlined in these Terms. Copies of the AAA Rules can be obtained from the AAA’s website (www.adr.org) or by contacting the AAA at 1-800-778-7879. However, upon your request and if deemed appropriate based on the circumstances of the Claims, the arbitrator may have the discretion to choose a different set of AAA Rules. Nevertheless, under no circumstances will the arbitrator consolidate Claims from multiple individuals or preside over any form of representative, collective, or class proceeding.

During arbitration, both you and Virtuoso will be afforded the opportunity to conduct reasonable discovery of non-privileged information relevant to the Claim. The arbitrator may grant any remedies that would be available in court on an individual basis. Declaratory or injunctive relief may only be awarded to the individual party seeking relief and to the extent necessary to address the individual's claims. The arbitrator will provide a written decision with reasoning, outlining the basis for the award and any findings and conclusions.

The arbitrator will determine the substance of all claims in accordance with applicable law and will respect all legally recognized privileges. While the arbitrator is not bound by decisions made in prior arbitrations involving different Users or Fulfillers, they are bound by decisions made in previous arbitrations involving the same User or Fulfiller to the extent mandated by applicable law. The arbitrator's decision is final and binding, and the award rendered by the arbitrator may be enforced by any court with jurisdiction. However, any award may be contested in a court with competent jurisdiction.

2. Location and Conduct of Arbitration. Unless mutually agreed upon otherwise by you and Virtuoso, arbitration proceedings involving Virtuoso and a User will be held in the county where the User's billing address is located, and arbitration proceedings involving Virtuoso and a Fulfiller will be conducted in the county where the Fulfiller renders their Services. In the event that AAA arbitration facilities are unavailable in your county, arbitration hearings will be arranged in the nearest location where AAA arbitration is feasible. If your Claim amounts to $10,000 or less, Virtuoso consents to your choice of arbitration format, whether solely based on submitted documents, conducted via teleconference, or held in-person, as determined by the AAA Rules. However, if your Claim exceeds $10,000, the AAA Rules will govern the determination of the right to a hearing.

• Exceptions to Arbitration.

1. The Arbitration Agreement shall not require arbitration of the following types of claims: (1) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction; (2) a representative action brought on behalf of others under the PAGA or other private attorneys general acts, to the extent the representative PAGA Waiver in Section 9(d) of such action is deemed unenforceable by a court of competent jurisdiction; (3) claims for workers’ compensation, state disability insurance, and unemployment insurance benefits; and (4) claims that may not be subject to arbitration as a matter of law.

2. Nothing in the Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, or similar local, state, or federal agency, and nothing in the Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration; however, you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint and instead may seek such relief only through arbitration under these Terms. Nothing in these Terms or the Arbitration Agreement prevents your participation in an investigation by a government agency of any report, claim, or charge otherwise covered by the Arbitration Agreement.

2. Severability. In addition to the severability provisions in subsection (d) above, in the event that any portion of the Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed, and the remainder of the Arbitration Agreement shall be given full force and effect.

3. Fulfiller Claims in Pending Settlement. If you are a member of a putative class in a lawsuit against Virtuoso involving Fulfiller Claims and a motion for preliminary approval of a settlement has been filed with the court in that lawsuit prior to the Effective Date (a “Pending Settlement Action”), then the Arbitration Agreement shall not apply to your Fulfiller Claims in that particular class action. Instead, your Fulfiller Claims that Pending Settlement Action shall continue to be governed by the arbitration provisions contained in the applicable agreement that you accepted prior to the Effective Date.

• Opting Out of Arbitration for Fulfiller Claims That Are Not in a Pending Settlement Action.

1. Fulfillers have the option to exempt themselves from the obligation to arbitrate Fulfiller Claims, as outlined in this subsection. If you choose not to be bound by the Arbitration Agreement regarding Fulfiller Claims, you can opt out of arbitration concerning such claims, as specified herein.
2. For the opt-out to be valid, (A) it must explicitly state your decision to opt out of the Arbitration Agreement concerning Fulfiller Claims not involved in a Pending Settlement Action, (B) it must include your name, phone number, and email address linked to your User Account, and (C) the written notice must be sent via email or post within 30 days of the execution or ratification date of these Terms by you. Failure to opt out within the stipulated 30-day period will result in both you and Virtuoso being bound by the entirety of the Arbitration Agreement (including Fulfiller Claims not part of a Pending Settlement Action). As indicated in paragraph 9(i) above, any opt-out submission will not affect Fulfiller Claims involved in a Pending Settlement Action, which will remain subject to the arbitration terms outlined in the applicable Virtuoso Terms of Use agreed upon before the Effective Date.

3. Lawsuits have been initiated against Virtuoso, and may arise in the future, pertaining to Fulfiller Claims. It is to be expected that there could be future legal actions against Virtuoso alleging class, collective, and/or representative Fulfiller Claims, wherein plaintiffs seek to act on your behalf, potentially resulting in monetary recovery for you. However, by consenting to arbitration of Fulfiller Claims with Virtuoso under the Arbitration Agreement, you are preemptively agreeing to pursue all such claims and seek any monetary or other relief through individual arbitration, except for Fulfiller Claims partaking in a Pending Settlement Action. Additionally, you are agreeing in advance not to partake in, or pursue monetary or other relief for such claims through, any court or class, collective, and/or representative action. You retain the right to seek advice from legal counsel regarding the Arbitration Agreement, and exercising your right to assert claims or opt-out of any Fulfiller Claims under the Arbitration Agreement will not result in retaliation.

2. Optional Pre-Arbitration Negotiation Process. Before commencing arbitration or any legal proceeding, both you and Virtuoso have the option to mutually agree to attempt informal negotiation of any dispute, claim, or controversy between the parties for a period of 30 days, unless both parties decide to extend this timeframe. Should a party wish to initiate negotiation under this provision, they must first send a written Notice of the dispute to the other party. This Notice must (1) outline the nature and grounds of the claim or dispute, and (2) specify the desired relief sought. All communications, whether verbal or written, as well as any offers, commitments, actions, and statements made during the negotiation process by either party, their representatives, executives, directors, contractors, employees, or legal representatives, are treated as confidential and privileged. Such information is inadmissible for any purpose, including as evidence of liability or for contradiction, in arbitration or any other legal proceedings involving the parties. However, evidence that is otherwise admissible or discoverable remains unaffected and shall not be rendered inadmissible or non-discoverable merely due to its use in the negotiation process.

10. Virtuoso Promotions and Referral Programs

1. Virtuoso retains the discretion to introduce promotions featuring various attributes to any Users or potential Users. These promotions, unless specifically directed to you, do not affect your agreement or association with Virtuoso in any manner. Virtuoso reserves the right to retract or adjust credits or benefits acquired through a promotion if it determines or suspects that the redemption of the promotion or receipt of the credit or benefit was erroneous, fraudulent, unlawful, or violated the terms of the applicable promotion or these Terms.
2. Periodically, Virtuoso may extend incentives to you for referring new Users to the Virtuoso community. These incentives may be provided in the form of Virtuoso Credits, and Virtuoso retains the authority to establish or modify the types, quantities, terms, restrictions, and eligibility criteria for any incentives at its sole discretion.
3.  

11. Intellectual Property

1. Virtuoso retains full and absolute ownership of all intellectual property rights associated with the Services, encompassing but not limited to copyrights, patents, trademarks, trade secrets, and design rights, regardless of registration status, worldwide. Any other trademarks, logos, service marks, or company names appearing in the Services belong to their respective owners.
2. By providing any feedback, suggestions, ideas, or other materials ("Submissions") to Virtuoso, you acknowledge and agree that these Submissions become the exclusive property of Virtuoso. Virtuoso holds all rights, including intellectual property rights, to these Submissions and may use them freely for any purpose, commercial or otherwise, without compensating or acknowledging you. You are responsible for ensuring that your Submissions are accurate, lawful, and do not violate any third-party rights or applicable laws. You also warrant that you have the necessary rights to provide these Submissions and indemnify Virtuoso against any claims arising from their use.
3. The trademarks, logos, designs, graphics, icons, scripts, and service names associated with Virtuoso are protected intellectual property owned by Virtuoso and may be registered or unregistered trademarks or trade dress in the United States and/or other countries. These marks may be referenced in various shades of blue but are not limited to such representations.

1. As a Fulfiller providing services through Virtuoso, you are granted a limited, revocable, and non-exclusive license by Virtuoso to display and use the Virtuoso logo solely in connection with your service provision ("License"). This License is not transferable or assignable, and you are prohibited from granting any third-party rights without Virtuoso's prior written consent. The use of the Virtuoso logo must not cause confusion and should adhere to Virtuoso's trademark guidelines.

2. You acknowledge that Virtuoso owns the Virtuoso logo and associated goodwill. Your use of the Virtuoso logo does not grant you any ownership rights but benefits Virtuoso. You agree to use the Virtuoso logo according to Virtuoso's guidelines and cease any non-conforming usage upon Virtuoso's request.

3. You commit not to create materials incorporating the Virtuoso Marks without Virtuoso's written approval or use the Virtuoso Marks in ways that undermine their validity. You also agree not to challenge Virtuoso's ownership of the Virtuoso Marks or apply for trademark registration of similar marks. The Virtuoso Marks must not be used unlawfully or in connection with prohibited activities.
4. Violating this License may lead to its immediate termination at Virtuoso's discretion. If you create materials with the Virtuoso Marks in violation of these Terms, you acknowledge Virtuoso's exclusive ownership of such materials and agree to assign any rights to Virtuoso upon request.

12. Copyrights Policy

If you believe that any materials on the Virtuoso Services infringe upon your copyrights, please follow these steps:

1. Provide a description of the copyrighted work you claim has been infringed, including the specific location on the Services where the material is located. Include enough details to enable Virtuoso to locate the material and explain why you believe infringement has occurred.
2. Describe the location where the original or an authorized copy of the copyrighted work exists, such as the URL where it is posted or the name of the publication.
3. Include your name, mailing address, telephone number, and email address.
4. State that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
5. Declare, under penalty of perjury, that the information provided in your notice is accurate, and that you are the copyright owner or authorized to act on behalf of the copyright owner.
6. Provide an electronic or physical signature of the copyright owner or the authorized representative.

You can submit this information to Virtuoso at the following address: 12161 Mercado Dr. #248 Venice FL 34293. Alternatively, you can visit our copyright policy page for further guidance.

13. Confidentiality

You agree not to utilize any technical, financial, strategic, or other proprietary or confidential details pertaining to Virtuoso’s business, operations, or assets, including User information ("Confidential Information"), provided to you by Virtuoso, for your personal use or for any purpose other than as outlined herein. You are prohibited from disclosing or allowing the disclosure of any Confidential Information to third parties. You commit to taking all reasonable steps to safeguard the confidentiality of Virtuoso's Confidential Information and to prevent its disclosure or use in order to prevent it from becoming public knowledge. However, you shall not be held liable to Virtuoso for any Confidential Information if you can demonstrate that: it was already in the public domain when disclosed by Virtuoso or has become public knowledge without any involvement on your part; you were already aware of it without any restrictions at the time of disclosure, as evidenced by existing records; it is disclosed with prior written consent from Virtuoso; it becomes known to you without any restrictions from a source other than Virtuoso, without breaching these Terms and not infringing on Virtuoso’s rights; or it is disclosed as per a court order, administrative directive, or other governmental mandate. However, you must promptly inform Virtuoso of such a court order or directive to enable Virtuoso to seek protective measures or prevent or limit such disclosure.

14. Modification to these Terms

Virtuoso retains the authority to amend the terms and provisions outlined in these Terms. This includes the right to revise or alter the information referenced within these Terms, including arbitration provisions, without providing a renewed chance to opt out of arbitration. Therefore, by continuing to utilize the Application or other Services, you signify your acceptance of such alterations.

15. Virtuoso Communications

By becoming a User, you consent to receiving communications from us, which may include emails, text messages, calls, and push notifications. You acknowledge that texts, calls, or prerecorded messages may be generated using automatic telephone dialing systems. These communications from Virtuoso, its affiliated companies, and/or Fulfillers may cover operational matters related to your User account or use of the Services, updates about new and existing features, promotions offered by us or our third-party partners, and industry-related news. Please note that standard text messaging charges from your cell phone carrier may apply to the text messages we send. You agree that all agreements, notices, disclosures, and other communications provided to you electronically fulfill any legal requirement for written communications.

Virtuoso affirms its commitment to maintaining the accuracy of its communications, particularly in marketing materials, advertisements, and similar content. As such, Virtuoso pledges to uphold the terms, including pricing and representations, outlined in any valid advertisement or promotional material distributed by Virtuoso. Clients are requested to provide a genuine screenshot or original copy of the relevant advertisement, complete with a valid timestamp, to authorized Virtuoso representatives for verification. Upon confirmation of the advertisement's authenticity and in cases where the content differs from information presented on Virtuoso's official website or other stationary marketing materials, Virtuoso will adhere to the pricing and claims as stated in the verified advertisement.

16. Disclaimers

The following disclaimers are made on behalf of Virtuoso, our affiliates, subsidiaries, parents, successors, and assigns, as well as each of our respective officers, directors, employees, independent contractors, agents, and shareholders:

1. The Services are provided on an "as is" basis and without any warranty or condition, express, implied, or statutory. We do not guarantee any specific results from the use of the Services, including the ability to provide or receive Services at any given location or time. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.
2. We do not warrant that your use of the Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or that any defects in the Services will be corrected. We disclaim liability for connectivity and availability issues.
3. We do not accept responsibility or liability for any content, communication, or other use or access of the Services by persons under the age of 18 in violation of these Terms. You are encouraged to communicate directly with each potential Fulfiller or User before engaging in any arranged transportation service.
4. Virtuoso is not responsible for the conduct of any User of the Services, online or offline. You are solely responsible for your interactions with other Users. We do not procure insurance for personal belongings left in a car by Fulfillers or Users. By using the Services, you agree to accept such risks and acknowledge that Virtuoso is not responsible for the acts or omissions of Users.
5. Virtuoso disclaims any liability arising from the unauthorized use of your User account. You agree to notify us immediately if you suspect any unauthorized use of your User account.
6. Others may obtain and use information about you that you provide or post through the Services, and we are not responsible for their actions. Please carefully select the information you share. We disclaim liability for the acts or omissions of other Users.
7. Opinions, advice, statements, or other content concerning Virtuoso made available through the Services by third-parties are the responsibility of those authors. We are not responsible for any loss or damage resulting from your reliance on such information.
8. Location data provided by the Services is for basic purposes only and may not always be accurate. Virtuoso does not guarantee the availability, accuracy, completeness, reliability, or timeliness of location data. Your uploaded information, including geolocational data, may be accessible to Virtuoso and certain Users.
9. Use the Services with a data plan with unlimited or high data usage limits. Virtuoso is not responsible for any fees or charges associated with your data plan.
10. For versions acquired from the Apple App Store, Apple is not a party to these Terms but is a third-party beneficiary. Apple has the right to enforce these Terms against you. In case of a conflict between these Terms and Apple's Licensed Application End User License Agreement, these Terms prevail.

Please note that some of these disclaimers may not apply in certain states.

17. Export Regulations; Government End Users.

You represent and warrant that you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority. You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported, or transmitted, any commodities, software, or technology (“Items”) to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury, or Commerce, the European Union, or any other applicable government authority. If you are a U.S. Government end user, we are licensing the Software to you as a “Commercial Item” as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Services are the same as the rights we grant to all others under these Terms.

18. Liability of Assistant Issues, and Loss Arising from the same.

This disclaimer states that when using the services provided by Virtuoso, specifically the communication platform between users and assistants employed by a contracted company, Virtuoso cannot be held responsible for any issues related to assistant performance, such as negligence, failure to meet obligations, or response times. The responsibility lies with the contracted company employing the assistants. Users agree to waive any liability associated with assistant issues and acknowledge that using the services does not guarantee any specific outcome.

19. Liability of Issues

This disclaimer states that while Virtuoso endeavors to ensure the security of messages through partnerships with top security services, it cannot be held liable for any damages resulting from security breaches, data breaches, or any other technology breaches. Additionally, users acknowledge that they are ultimately responsible for the liability of tasks given, and Virtuoso cannot be held liable for any liability or loss arising from issues not related to technology breaches or assistant issues. This includes liability or loss faced by the user, their business, or any affiliated organization or individual.

20. Material Breaches

This clause specifies that a material breach of the Terms of Service may only occur if the user fails to pay outstanding invoices. The breach is defined as either not paying any unpaid invoices or experiencing failed payments for one or more invoices. Virtuoso's obligation is limited to providing a communication platform for users to interact with assistants assigned by the contracted company. Both parties agree that issues related to assistants, service outages, or actions taken by the contracted company cannot constitute a material breach of the Terms of Service.

21. Refunds, Continued

This clause states that Virtuoso is not obligated to provide refunds for any reason. However, in certain cases and at its discretion, Virtuoso may offer refunds for unused time during a billing period if the user cancels their subscription in writing. The refund would be prorated based on the remaining days in the billing period after the cancellation date. It's emphasized that Virtuoso provides a dedicated assistant service, so the user's account is assigned dedicated resources during the billing period before cancellation.

22. (a) Communication with Assistants or Virtuoso Talents Outside Normal Course of Business

This clause stipulates that clients agree not to approach any assistants or Virtuoso talents for any reason outside the normal course of day-to-day operations for a period of up to three calendar years after their relationship with Virtuoso. This restriction is imposed to protect Virtuoso's investment in building relationships with contracted companies and vendors, providing training to assistants and talents, maintaining internal culture, and investing in their futures. Clients acknowledge that attempting to contact assistants or talents outside normal operations could cause irreparable harm to Virtuoso, leading Virtuoso to pursue injunctive measures and seek financial compensation for damages incurred. Additionally, clients agree not to engage in any contractual relationships with the assistants or contracted companies, as this would also cause irreparable harm to Virtuoso and prompt similar actions.

22. (b) Responding to Virtuoso Assistants Contacting You Outside Normal Course of Business

This clause reinforces the prohibition against clients engaging in communication with Virtuoso assistants or contracted companies outside the normal course of day-to-day operations. It specifies that if Virtuoso assistants contact clients for any reason unrelated to their hired services during or up to three calendar years after their relationship with Virtuoso, clients agree that such communication will cause irreparable harm to Virtuoso. Consequently, Virtuoso reserves the right to pursue injunctive measures and seek financial compensation for any associated damages. Clients also agree not to enter into any contractual relationships with the assistants or contracted companies, as this would similarly cause irreparable harm to Virtuoso and prompt similar actions.

23. General

1. "Your Information" encompasses any data you provide, publish, or transmit through the Services, including profile details, messages, or feedback sent to other Users or Fulfillers. By providing this information, you consent to Virtuoso using it to create a User account for your participation in the Services.
2. In the event that any provision of these Terms becomes invalid or non-binding, the parties remain bound by the remaining provisions. The parties will endeavor to replace the invalid provision with a valid one that maintains the agreement's intent to the fullest extent possible.
3. You cannot transfer or assign these Terms or associated rights and licenses without Virtuoso's consent. However, Virtuoso reserves the right to assign these Terms and related agreements at its discretion, with notice to you.
4. Failure to enforce a breach by one party does not waive their right to address subsequent or similar breaches.
5. These Terms constitute the entire agreement between you and Virtuoso regarding their subject matter, superseding any prior agreements, whether oral or written.