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VirtusNova Enterprise Terms of Service

Last updated: January 2, 2026

Please review these VirtusNova Enterprise Terms of Service (this “Agreement”) carefully. This Agreement is a binding contract between you (the “Customer”, “Subscriber”, “you”, or “your”) and Wilken UG (haftungsbeschränkt) (“VirtusNova”, “we”, “us”, or “our”) and governs your access to and use of the Enterprise Services (defined below).

If you enter into this Agreement on behalf of a company, organization, or other legal entity, you represent that you have authority to bind that entity and its Affiliates. In that case, “you” means that entity and its Affiliates.

By purchasing, accessing, or using the Enterprise Services, or by allowing any Authorized User to do so, you confirm that you have read, understand, and agree to be bound by this Agreement. If you do not agree, do not use the Enterprise Services.

Scope: Enterprise vs. self-serve

This Agreement applies only to the Enterprise Services purchased under a Service Order (as defined below). For VirtusNova self-serve plans purchased in-app and general website/app use, the following documents apply (as applicable):

If there is a conflict between this Agreement and any Service Order, this Agreement controls unless the Service Order expressly states a specific provision is superseded.

1. Definitions

Capitalized terms have the meanings set out below or elsewhere in this Agreement.

“Account” means your VirtusNova account used to access the Enterprise Services.
“Account Owner” means the individual or entity designated by you as the account owner in the application.
“Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of 50% or more of the voting securities or equivalent.
“Authorized User(s)” means individuals you authorize to use the Enterprise Services under your Account, including your personnel, Affiliates’ personnel, contractors, agents, consultants, service providers, and (if applicable) your Clients’ users.
“Client” means your customer for whom you use the Enterprise Services (if applicable).
“Content” means information, data, messages, media, and other materials that you or your Authorized Users submit, post, transmit, upload, or otherwise process via the Enterprise Services.
“Confidential Information” means non-public information disclosed by either party to the other that a reasonable person would consider confidential or that is marked confidential/proprietary.
“Documentation” means the online materials describing the Services available at https://virtusnova.tawk.help/ and/or https://help.virtusnova.marketing/ (as updated).
“Enterprise Services” means the VirtusNova Subscription Services and any Professional Services purchased under a Service Order for enterprise use. Enterprise Services exclude Third-Party Services and third-party databases.
“Professional Services” means implementation, onboarding, training, or consulting services provided by VirtusNova under a Service Order or statement of work.
“Service Order” means a written ordering document (including an order form) signed or otherwise agreed by both parties specifying your Enterprise Services, term, fees, quantities, and other commercial details.
“Sites” means https://app.virtusnova.marketing and any additional sites through which the Enterprise Services are made accessible.
“Subscription Term” means the term stated in the applicable Service Order.
“Third-Party Content” means content the Services collect on your behalf from Third-Party Services.
“Third-Party Service(s)” means third-party products, platforms, networks, integrations, or services used in connection with the Enterprise Services (e.g., social networks).
“Usage Policy” means VirtusNova’s usage policy at https://virtusnova.marketing/legal/virtusnova-usage-policy/.
“AI Features” means VirtusNova features powered by artificial intelligence, machine learning, or similar technologies, governed by the AI Features Terms linked above.

2. VirtusNova’s Responsibilities

2.1 Provision of Enterprise Services

During the Subscription Term, and subject to this Agreement and the Service Order, we will make the Enterprise Services available to you and provide the support level, if any, specified in your Service Order.

2.2 Changes and Updates

We may modify the Enterprise Services (including features and functionality) from time to time in our discretion. We may determine that some new functionality requires additional fees or acceptance of additional terms presented in the application. We may not always provide notice of changes. We are not liable for modifications, price increases, or discontinuations to the extent permitted by law.

2.3 Availability

We will use commercially reasonable efforts to keep the Enterprise Services available, but downtime may occur for maintenance, upgrades, repairs, or events outside our control, including Third-Party Service outages. Service interruptions do not, by themselves, entitle you to terminate or receive refunds unless your Service Order expressly provides otherwise.

3. Accounts, Authorized Users, and Customer Responsibilities

3.1 Authorized Users and Account Security

You are responsible for:

  • your Authorized Users’ compliance with this Agreement and all activity under your Account (whether or not authorized);

  • maintaining unique credentials per Authorized User and keeping credentials confidential;

  • promptly notifying us of any unauthorized access or use; and

  • the accuracy, quality, legality, and means by which you acquired and use Content.

3.2 Affiliates

Affiliates may use the Enterprise Services only as permitted by your Service Order. If separate billing or accounts are required, the Affiliate must purchase its own plan under a separate Service Order.

3.3 Agencies and Client Use

If you are an agency and your Service Order permits use on behalf of Clients, you may use the Enterprise Services for Clients and charge them. You are responsible for Client use and for ensuring that one Client cannot access another Client’s confidential or proprietary information. By adding a Client to your Account, you represent that you have all necessary authorizations and consents to bind the Client to applicable terms.

4. Acceptable Use and Restrictions

You and your Authorized Users must comply with:

Without limiting the Usage Policy, you must not (and must not allow others to):

  • license, sell, rent, lease, transfer, or otherwise provide the Enterprise Services to third parties except as expressly permitted for agency/client use;

  • circumvent security, exceed reasonable usage, disrupt the Services, or attempt unauthorized access;

  • reverse engineer, decompile, or use the Services to develop competing products;

  • upload malware or harmful code;

  • post or distribute unlawful, hateful, discriminatory, harassing, violent, or infringing content;

  • use the Services for surveillance, intelligence gathering, sensitive-event monitoring, or unlawful/discriminatory profiling;

  • transmit, upload, or process Sensitive Information as defined in the Usage Policy; or

  • violate Third-Party Service Terms.

4.1 Suspension

We may restrict functionality or suspend access if we reasonably believe it is necessary to prevent unauthorized use, address legal compliance, or respond to non-payment. Where reasonable, we will attempt to notify you by email unless immediate action is required or notice is prohibited.

5. Third-Party Services and Third-Party Content

5.1 Third-Party Services

The Enterprise Services may connect to Third-Party Services. Your use of any Third-Party Service is governed solely by that provider’s terms, policies, and acceptable use rules. VirtusNova does not control, endorse, or assume liability for Third-Party Services, including their availability or how they store/process data.

5.2 Third-Party Content

Third-Party Content may be inaccurate, offensive, unlawful, or unavailable. We are not responsible or liable for Third-Party Content, Third-Party Services, or changes/deletions made by Third-Party Services.

5.3 Dependency and Change

Some Enterprise Service features depend on Third-Party Services and what they make available. If a Third-Party Service changes functionality, availability, or access terms, we may modify or discontinue related features with no liability for resulting impacts, refunds, or losses to the extent permitted by law.

6. AI Features

If you enable or use AI Features, the VirtusNova AI Features Terms apply and are incorporated by reference:
https://virtusnova.marketing/legal/virtusnova-ai-features-terms

You acknowledge, among other things, that AI outputs may be inaccurate or non-unique and you are solely responsible for review and use of outputs. You must not submit Sensitive Information into AI Features and must comply with the AI Features Terms and any flow-down Third-Party Service Terms referenced therein.

7. Mobile Access and Responsiveness

VirtusNova does not offer a dedicated mobile app. If you access the web application via mobile, the Web Application Responsiveness Terms apply:
https://virtusnova.marketing/legal/virtusnova-web-application-responsiveness-terms/

8. Fees, Invoicing, Taxes, and Payment

8.1 Fees

You will pay the fees specified in the applicable Service Order (“Fees”).

8.2 Invoicing and Due Dates

Unless otherwise stated in your Service Order, invoices are due within thirty (30) days of the invoice date. We may suspend access for overdue payments as permitted by this Agreement.

8.3 Disputes and Late Payments

You must notify us in writing of any disputed amounts before the invoice due date. Undisputed late amounts may accrue finance charges at 1.5% per month (compounded daily) or the maximum rate allowed by law, whichever is less, plus reasonable collection costs (including attorneys’ fees).

8.4 Taxes

You are responsible for applicable taxes, duties, and governmental charges (excluding taxes on VirtusNova’s income). If withholding taxes apply, payments will be grossed up so VirtusNova receives the full amount owed, unless prohibited by law.

9. Confidentiality

Each party will protect the other’s Confidential Information with at least reasonable care and will use it only to perform obligations or exercise rights under this Agreement. Confidential Information excludes information that is public, independently developed, rightfully known before disclosure, or rightfully obtained from a third party without breach.

If compelled by law to disclose Confidential Information, the receiving party will (to the extent legally permitted) provide prior notice and limit disclosure to what is legally required.

10. Data Privacy and Security

10.1 Privacy Policy

Our processing of personal information is described in our Privacy Policy:
https://virtusnova.marketing/legal/privacy/

10.2 Data Processing Addendum (DPA)

If the Enterprise Services involve processing personal data subject to applicable data protection laws, you must enter into our DPA, which is incorporated by reference:
https://virtusnova.marketing/legal/virtusnova-data-processing-agreement/

10.3 De-identified and Aggregated Data

You authorize VirtusNova and its Affiliates to use de-identified or de-identified and aggregated data for lawful business purposes such as analytics, benchmarking (in aggregated form), improving products, and developing new features, as further described in our applicable policies.

11. Intellectual Property and Content

11.1 Your Content

You own the Content you provide. You grant VirtusNova a nonexclusive, worldwide, limited, fully paid-up and royalty-free right to use, copy, process, and display Content solely to provide, support, and operate the Enterprise Services and related support.

11.2 VirtusNova IP

VirtusNova and its Affiliates own all rights in the Enterprise Services, including all Intellectual Property Rights. No rights are granted to you except as expressly stated.

11.3 Feedback

If you provide feedback, you grant VirtusNova a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use it to improve or develop the Services, without identifying you publicly as the source unless you permit it.

12. Warranties and Disclaimer

12.1 Mutual Warranties

Each party represents it has authority to enter into this Agreement and will comply with applicable laws.

12.2 Subscriber Warranties

You represent and warrant that you will use the Enterprise Services in compliance with laws and policies, that registration information is accurate, that Authorized Users are at least 18, and that you have the rights and consents necessary to submit Content and connect accounts.

12.3 Disclaimer

THE ENTERPRISE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIRTUSNOVA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VIRTUSNOVA DOES NOT WARRANT THAT THE SERVICES OR ANY INFORMATION PROVIDED THROUGH THEM WILL BE UNINTERRUPTED, SECURE, TIMELY, ACCURATE, COMPLETE, OR ERROR-FREE, OR THAT THIRD-PARTY DATA WILL ALWAYS BE AVAILABLE.

13. Indemnification

13.1 Indemnification by VirtusNova

VirtusNova will defend and indemnify you against third-party claims alleging that your permitted use of the Enterprise Services infringes or misappropriates third-party Intellectual Property Rights, and will seek to procure, modify, replace, or (if not commercially reasonable) terminate the impacted Services and provide a prorated refund for prepaid unused fees for the impacted portion.

This obligation does not apply to claims arising from: combination with third-party products, your requirements/specifications, unauthorized use, failure to follow this Agreement/instructions, unauthorized modifications, or your Content/Third-Party Services.

13.2 Indemnification by You

You will defend and indemnify VirtusNova and its Affiliates against third-party claims arising from your breach, your Content, or your use of Third-Party Services, including the exclusions above.

13.3 Procedure

The indemnified party must provide prompt notice, the indemnifying party controls defense/settlement, and the indemnified party provides reasonable assistance.

14. Limitation of Liability

14.1 Exclusion of Certain Damages

NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE/DATA/GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT.

14.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIRTUSNOVA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO VIRTUSNOVA UNDER THE APPLICABLE SERVICE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. This does not limit your payment obligations.

14.3 Free Trials and Beta

If any part of the Enterprise Services is provided as a free trial or beta, VirtusNova has no liability for such features to the maximum extent permitted by law.

14.4 Jurisdictional Limitations

Some jurisdictions do not allow certain limitations. In such cases, liability will be limited to the greatest extent permitted by law.

15. Term, Renewal, and Termination

15.1 Term

This Agreement begins on the effective date of your first Service Order and continues until all Service Orders expire or this Agreement is terminated.

15.2 Renewal and Non-Renewal

Service Orders may renew as stated in the Service Order. Unless your Service Order states otherwise, to cancel renewal you must provide written notice at least thirty (30) days prior to the end of the then-current Subscription Term by emailing your customer success manager or info@virtusnova.marketing.

15.3 Termination for Cause

Either party may terminate for material breach not cured within thirty (30) days after written notice. Either party may terminate immediately if the other becomes insolvent or subject to bankruptcy/insolvency proceedings.

15.4 Effects of Termination

Upon termination or expiration: (a) your access ends; (b) you must pay accrued unpaid fees; and (c) VirtusNova may delete Account settings and Content within thirty (30) days with no liability, except content remaining on Third-Party Services under their terms.

16. Publicity

Unless you opt out by emailing info@virtusnova.marketing, you grant VirtusNova the right to use your company name and logo on our website and in promotional materials, press releases, investor materials, and stockholder communications.

17. General

17.1 Assignment

Neither party may assign this Agreement without the other’s written consent, except VirtusNova may assign to a successor in connection with merger, acquisition, asset sale, or operation of law, provided the successor assumes VirtusNova’s obligations.

17.2 Independent Contractors

The parties are independent contractors. No partnership, joint venture, employment, or agency relationship is created.

17.3 Force Majeure

Neither party is liable for delays/failures due to events beyond reasonable control (excluding your payment obligations).

17.4 Updates to this Agreement

We may update this Agreement from time to time by posting an updated version. We will provide notice to the Account Owner of material changes. Continued use after notice constitutes acceptance.

17.5 Notices

Notices to VirtusNova must be sent by email to info@virtusnova.marketing with a duplicate copy sent via registered mail (return receipt requested) to:

Wilken UG (haftungsbeschränkt)
Braugasse 14C
50859 Cologne, Germany

Notices to you will be sent to the current Account Owner email on file. You are responsible for keeping that information current.

17.6 Governing Law; Dispute Resolution

This Agreement is governed by the laws applicable in Cologne, Germany, without regard to conflict-of-law rules.

The parties agree to resolve disputes primarily through mediation under the rules of the German Institution of Arbitration (DIS). If mediation fails, disputes will be finally resolved by binding arbitration under the DIS Arbitration Rules in Cologne, Germany, in the German language, before one arbitrator selected by mutual agreement (or appointed by DIS if needed). Either party may seek injunctive relief in the competent courts of Cologne, Germany for breaches or threatened breaches of confidentiality or Intellectual Property Rights.

17.7 Severability; Waiver; Entire Agreement

If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder remains in effect. Failure to enforce a provision is not a waiver. This Agreement, together with the Service Order(s) and incorporated documents, is the entire agreement regarding the Enterprise Services and supersedes prior communications.

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