Introduction

Thank you for visiting the Virtus Innovation Center website,  www.virtusinnovation.com, (“Site”) owned and operated by Virtus Innovation Center (“Virtus,” “We” or “Us”). Site visitors (“You” or “Your”) should not access this Site or use our services (or access other websites owned and operated by Virtus or its affiliated entities (“Affiliated Sites”) or use the services available on those sites), until You have carefully read and agreed to these terms and conditions of use (the “Terms”) which govern Your access to and use of this Site.

Privacy policy: User information

In the course of Your use of the Site, You may be asked to provide certain information to us. You acknowledge and agree that You are solely responsible for the accuracy and content of such information. Our use of any information You provide via the Site shall be governed by our Privacy Policy, located at www.virtusinnovation.com/privacy-policy and incorporated herein by reference.

Changes to terms

We reserve the right, at our sole discretion, to change, modify, add or remove any portion of these Terms, in whole or in part, without notice to You at any time by posting revised Terms on the Site and updating the effective date. Changes in these Terms will be effective when such change is posted. You should check these Terms periodically for modifications. The provisions contained herein supersede all previous notices or statements regarding our Terms with respect to this Site. Your use of the Site after any changes to these Terms are posted on the Site will be considered acceptance of those changes.

Changes to the site

We may terminate, change, suspend or discontinue any aspect of the Site, including but not limited to, information, data, text, music, sound, photographs, graphics, video, messages or other materials (“Content”), features and/or hours of availability, at any time in our sole discretion and without notice to you. We will not be liable to You or to any third party for doing so. We may also impose limits on certain features and Services or restrict Your access to parts or the entire Site without notice or liability. We may terminate the authorization, rights and license given herein.

Use of the site

By accessing or using the Site You agree to be bound by these Terms and to use the Site only as permitted by these Terms and not for any unlawful or inappropriate purpose. If You access or use the Site on behalf of a business or individual, You represent that You have the authority to bind that business or individual and Your acceptance of these Terms and Conditions will be treated as acceptance by that business or individual. In that event, You and Your in these Terms will refer to that business or individual. If You do not agree with these Terms and Conditions, You must immediately stop using the Site.

We provide You with access to and use of the Site subject to Your compliance with the Terms. No material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, except for as specifically allowed in the Site.

Accessibility assistance

We invite you to reach out to us if you have difficulty using any aspect of the Site or our associated websites, or software tools, and we will work with you to provide the information, item, or transaction you seek through a communication method that is accessible to you (for example, through telephone support).

User age and access

By submitting information through this Site You represent that You are over the age of 18.

License

The Site, including all of its contents, such as text, images, and the HTML used to generate the pages, (“Materials”), are our property or that of our suppliers or licensors and are protected by patent, trademark and/or copyright under United States and/or foreign laws. Except as otherwise provided herein, You may not use, download, upload, copy, print, display, perform, reproduce, publish, modify, delete, add to, license, post, transmit, or distribute any Materials from this Site in whole or in part, for any public or commercial purpose without our specific written permission. We grant You a personal, non-exclusive, non-transferable license to access our Site and to use the information and services contained here. In turn, You grant us a non-exclusive, royalty-free license to use any content You post on the Site for any purpose, subject to the express terms of this Agreement.

Registration

Some Services available on the Site may require You to input solely an email address in order to receive the benefits of those Services.

Certain Services available on the Site may allow You to distribute materials and information downloaded from the Site to third parties via the third party’s email address. You represent that You have the authority to provide the email addresses of those third parties, and that those third parties have agreed to receive such materials and information from Us.

Specific prohibited uses

The Site may be used only for lawful purposes by individuals using authorized Services. You are responsible for Your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Site. We specifically prohibit any use of the Site, and require all users to agree not to use the Site, for any of the following:

a. Posting any information which is incomplete, false, inaccurate or not Your own;

b. Impersonating another person;

c. Constituting or encouraging conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any city, state, national or international law or regulation or which fails to comply with accepted Internet protocol;

d. Posting material that is copyrighted or otherwise owned by a third party unless You are the copyright owner or have the permission of the owner to post it;

e. Posting material that reveals trade secrets, unless You own them or have the permission of the owner;

f. Posting material that infringes on any other intellectual property, privacy or publicity right of another;

g. Transmitting or transferring (by any means) information or software derived from the site to foreign countries or certain foreign nations in violation of US export control laws;

h. Attempting to interfere in any way with the Site’s or our networks or network security, or attempting to use the Site’s service to gain unauthorized access to any other computer system.

Security rules

When using the Site You agree to abide by the following security rules. Violations of system or network security may result in civil or criminal liability. We will investigate occurrences and may involve, and cooperate with, law enforcement authorities in prosecuting the user or users who are involved in such violations. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, the following:

a. Accessing data not intended for such user or logging into a server or account which You are not authorized to access;

b. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;

c. Attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mailbombing” or “crashing”; or sending unsolicited e-mail, including promotions and/or advertising of products or services, or

d. Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.

Intellectual property rights

All Materials and Content included on the Site, including but not limited to text, graphics, logos, button icons, images, product names, service names, logos, designs, titles, words or phrases, and software, are the property of Virtus or its content suppliers and are protected by United States and international copyright, trademark or other laws and regulations. You agree to access the materials posted on these pages manually, and not automatically, and solely for Your own personal use or in connection with any business relationship between Yourself and Us and such materials may be downloaded to Your own hard disk or sent to a printer solely for that purpose. You agree not to copy, modify, broadcast, publish, retransmit, disseminate, commercially exploit or distribute the Materials or Content of these pages without our express written permission. Nothing contained herein confers, by implication, estoppel or otherwise, any license or right under any patent, trademark, copyright or other proprietary right of Virtus. All rights are hereby reserved.

Disclaimer of warranties

YOU UNDERSTAND AND AGREE THAT:

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTION, MATERIALS AND SERVICES IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SITE OR THE FUNCTION, CONTENT OR SERVICES MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SITE WILL MEET USERS’ EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

WE DO NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY OR ON BEHALF OF THIRD PARTIES ON OR THROUGH THE SITE. WE ARE NOT A PARTY TO, AND DO NOT MONITOR, ANY TRANSACTION BETWEEN USERS AND THIRD PARTIES WITHOUT OUR DIRECT INVOLVEMENT.

Other websites

For your convenience, We may provide links to websites belonging to other companies, including our affiliates. Those websites are not under our control of We do not monitor, make any representation with respect to or assume any liability with respect to any third-party websites, including, without limitation, for any products or services that are advertised or available for purchase through such third- party sites. The fact that We have provided a link to such websites is not to be interpreted as an endorsement of their contents. You shall remain solely responsible for protecting Yourself from viruses and other destructive elements that may be present on those sites. Please refer to these third-party websites for their terms and conditions and other policies.

Indemnity

To the fullest extent permitted by applicable law You agree to indemnify, defend, and hold harmless Virtus, its affiliates, and its and their respective shareholders, partners, officers, trustees, directors, agents and representatives from and against all claims, liabilities, damages, costs and expenses, including attorneys’ fees, arising out of, relating to or in connection with Your use of the Site and the content herein, including, but not limited to, any third party claim that any information or materials You provide infringes any third party proprietary right. This provision does not apply to acts of Virtus.

Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW NEITHER Virtus, NOR ITS AFFILIATES OR ITS OR THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, OFFICERS, TRUSTEES, DIRECTORS, AGENTS OR REPRESENTATIVES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VIRTUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR OTHERWISE BUT EXCLUDING GROSSLY NEGLIGENT, RECKLESS AND INTENTIONAL ACTS OF Virtus, ARISING OUT OF OR RELATING TO: (I) YOUR USE OR INABILITY TO USE THE SITE OR THE CONTENT, MATERIALS AND FUNCTION RELATED THERETO; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (Ill) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (IV) ANY OTHER MATTER RELATING TO THE SITE OR ITS CONTENTS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Miscellaneous

Acceptance. If You do not accept all of the terms and conditions set forth in these Terms, You may not access or use the Site.

Assignment. You may not assign any of Your rights or obligations under these Terms and without Virtus’s express prior written consent. We may assign our rights or assign or delegate any of our obligations under these Terms without restriction. The Terms inure to the benefit of our successors, assigns and licensees.

Enforceability, Waiver and Severability. If any provision of these Terms is found illegal or unenforceable, the Terms will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of these Terms will not be affected. No delay or failure by our to exercise or enforce any of our rights under these Terms will act as a waiver of such rights. Each provision of these Terms shall be severable from every other provision hereof for the purpose of determining the legal enforceability of any specific provision.

Entire Agreement. These Terms, along with the Privacy Policy, constitute the entire understanding between Us and You with respect Your use of the Site and supersedes all previous agreements between You and Us. You also may be subject to additional terms and conditions that are applicable to certain parts of the Site. You acknowledge and agree that You have not relied on any statement, representation or promise of Virtus in agreeing to these Terms and Conditions and the Privacy Policy.

Export and International Use; Consent to Processing. The Site is controlled and offered by Virtus from its facilities in the United States of America, and all information is processed within the United States. We make no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are responsible for compliance with local law. Without limiting the generality of the foregoing, You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. By providing any personal information to the Site, all users, including without limitation users in the European Union, fully understand and unambiguously consent to the collection and processing of such information in the United States.

Good Faith. You agree to act in good faith with respect to each provision of these Terms and Conditions and any dispute that may arise related hereto or thereto.

Governing Law, Jurisdiction and Venue, LIMITATION ON ACTIONS. These Terms shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to or application of choice of law rules or principles. You expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in the Commonwealth of Virgina for any claim or action arising out of or relating to these Terms and Conditions or Your use of the Site. You agree that: the Site shall be deemed to be solely based in the Commonwealth of Virgina; the Site shall be deemed a passive website that does not give rise to personal jurisdiction over Us, either specific or general, in jurisdictions other than the Commonwealth of Virgina; and ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES.

Headings. The section headings and subheadings contained in these Terms are included for convenience only and shall not limit or otherwise affect the terms hereof.

Notices. Any notices to Us required to be given in writing under these Terms shall be delivered either by hand, overnight delivery service or First Class United States mail and shall be pre-paid and addressed as follows: Virtus Innovation Center, [FILL IN ADDRESS]. Notices to You may be made via either email or regular mail. The Site may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to You on the Site.

Survival. All terms of these Terms which by their nature extend beyond the termination of the Terms shall remain in effect for as long as necessary to permit their full discharge and apply to each party’s respective successors and permitted assigns.

Contacting us

If You have any questions concerning these Terms or the Site, please contact Virtus at contact@virtusinnovation.com.

Additional regulatory disclosures

While we endeavor to keep the information contained in this website up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products or services contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

The selected certifications, rankings and awards, if any, referenced on this website are provided for illustrative purposes only, and are not indicative of future results. Further, any such references do not constitute and should not be construed as an offering of advisory services or an offer to sell or solicitation to buy any securities or related financial instruments in any jurisdiction.

The assets identified and described on this website do not represent all of the assets we have purchased or sold. The reader should not assume that an investment in the assets identified was or will be profitable.