Terms of Use

The website at virtusrt.com and the Virtus research workspace (together, the “Service”) are owned and operated by Virtus Professional Services LLC (“we,” “us,” “our,” or “Virtus”). These Terms of Use (“Terms”) govern your use of the Service. Certain features may be subject to additional guidelines or rules posted in the Service, which are incorporated by reference.

By accessing or using the Service, or by clicking “I agree” or a similar button when that option is presented, you agree to these Terms on behalf of yourself or the entity you represent, and you confirm that you have the authority to do so. If you use Virtus for an organization, you confirm that you are authorized to use its workspace and to accept these Terms for your own use; the organization that holds the subscription (“your firm”) is also bound. If you do not agree to these Terms, please do not use the Service.

Our Privacy Policy and Cookie Notice are incorporated into these Terms by reference. A firm that signs an order form with us is also bound by our Master Services Agreement, which includes our Data Processing Addendum; where a signed order form or master services agreement conflicts with these Terms, the signed agreement controls.

Please read sections 23 to 25 carefully. They require disputes that are not resolved informally to go to binding individual arbitration instead of court, and they waive jury trials and class and representative actions. You have 30 days to opt out of the arbitration agreement, as described in section 23.

Virtus is a research library and workspace designed for approved United States federal tax primary sources. The current library contains IRS rulings. It can help authorized users find, read, highlight, save, download, and cite available documents and use available research-assistance features. Additional source families may be added in the future. Current library coverage and feature availability are described in the service, and the library is not a complete collection of every document a government agency has issued.

• Creating an account. Some features require you to register for an account. You must be at least 18 years old and able to enter into a binding contract. Virtus is for professional and business use, not personal or household use. Give accurate, current, and complete information when you register, and keep it up to date. You can ask to delete your account at any time through your workspace administrator or by writing to support@virtusprofessionalservices.com.
• Account security. Use only the account assigned to you, and keep your password and sign-in methods confidential. You are responsible for all activity under your account. Tell us promptly at admin@virtusprofessionalservices.com if you suspect unauthorized use of your account. For help getting back into your account, write to support@virtusprofessionalservices.com. We are not liable for losses that result from your failure to keep your credentials secure.
• Organization accounts. Most access is through a workspace that belongs to your firm. Your firm controls its membership, roles, licensed seats, and any company sign-in it sets up, and its administrators can add, change, or remove your access. Each paid seat is for one named person and may not be shared, although your firm may reassign a seat when someone leaves. Your firm is responsible for the activity of the people it gives access to.
• Suspension. We may suspend or restrict an account as described in section 17, including to protect the service or other customers.

• License. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your own professional work and your clients, within the seats and plan your firm has.
• Support. We provide support through the mailboxes listed in section 28. Except as an order form or the master services agreement says, we have no obligation to provide maintenance or a particular level of support.
• Ownership. All intellectual property rights in the Service, its software, interface, and compilations, including copyrights, trademarks, and trade secrets, belong to Virtus Professional Services LLC or its suppliers. These Terms do not transfer any ownership rights to you, except for the limited access rights in this section. All rights not expressly granted are reserved. Keep all copyright and proprietary notices intact on any copies you are permitted to make.
• Feedback. If you share feedback or suggestions about the Service, you grant us a perpetual, irrevocable, worldwide, non-exclusive, fully paid, royalty-free license to use that feedback in any manner and for any purpose, without attribution or obligation to you. Please do not submit feedback that you consider proprietary or confidential.

You may use Virtus to research United States federal tax law in public IRS, Treasury, and court primary sources for your professional work and your clients. Research results are a starting point: check the official source before you rely on anything the service shows you.

You may not:

• scrape, crawl, bulk-download, bulk-export, or systematically extract content, or access the service by automated means other than features we provide;
• license, sell, resell, rent, lease, sublicense, relabel, share access to, or otherwise commercially exploit the service or its content;
• copy, modify, create derivative works from, decompile, disassemble, or reverse engineer the service’s software or compilations, except where the law expressly allows it;
• get around usage limits, seat limits, safeguards on AI features, or security measures, or probe, overload, interfere with, or disrupt the service;
• access or attempt to access another workspace, account, or restricted record;
• upload, paste, or enter another person’s confidential information unless you have the authority to do so, or enter Social Security numbers, other government identification numbers, tax return information, health information, or payment card numbers, which the service does not need;
• use the service or its output as a substitute for your own professional judgment, or present generated, transcribed, or annotated product text as official government text;
• use the service or its output to build or train a competing product or AI system; or
• use the service unlawfully or to violate another person’s rights.

Search results, summaries, citations, related-document suggestions, and generated answers are research aids. They are not legal, tax, accounting, or other professional advice. Use of Virtus does not create an attorney-client, accountant-client, or advisory relationship with Virtus Professional Services LLC. You are responsible for checking the original sources, current law, and the advice of a qualified professional before relying on a result.

You alone are responsible for advice you give, returns and filings you prepare, and positions you or your clients take. Do not give generated output to a client or rely on it for a filing unless a qualified professional has reviewed it against the original source.

• The original document from the identified government source is the authority. Product summaries, extracted text, and transcriptions are not official documents.
• Source documents are provided as retrieved from their publishers. A document may be outdated, superseded, revoked, modified, incomplete, or later re-released with corrections, and the service may not reflect those changes right away.
• AI-generated answers and summaries may be incomplete or wrong, even when a citation is shown. Verify every material statement against its cited source and current law.
• Text transcribed from scans and other transcriptions are attributed working text. Scanned, mixed, or low-confidence pages may be unavailable for search or visibly marked for review.
• IRS rulings issued to particular taxpayers may not be used or cited as precedent under Internal Revenue Code § 6110(k)(3). Check the authority type and precedential status shown with each source.

You can highlight and annotate documents and download copies that include your annotations. An annotated download is your working copy: it keeps the original document and adds your marks, but it is not an official document, and you are responsible for how you use and share it.

As between you and Virtus Professional Services LLC, you or your firm own the questions, notes, highlights, folders, and other content you add to the workspace, and the output generated for you. You allow Virtus Professional Services LLC to process that content only as needed to provide, secure, and support the service. We do not use your content, questions, or annotations to train AI.

Government source documents remain subject to the rights and notices that apply to those materials. Virtus Professional Services LLC does not claim ownership of source documents merely because they appear in the library. The Virtus software, interface, compilations, and other service materials are owned by or licensed to Virtus Professional Services LLC. All trademarks, logos, and service marks shown in the service are owned by Virtus Professional Services LLC or third parties, and you may not use them without the owner’s written consent. You may copy limited extracts for your own professional work and your clients.

If your firm buys a paid plan, fees are charged per licensed user and for any add-ons selected, at the prices shown when you order or in your order form. Prices exclude taxes, which your firm pays.

• Monthly and annual subscriptions renew automatically for the same period until cancelled. You can cancel at any time; cancellation takes effect at the end of the current period.
• Fees are non-refundable except where required by law or where we end the service without cause, in which case we refund prepaid fees for the unused period.
• Adding users or add-ons during a period may be charged for the rest of that period. We will give at least 30 days’ notice of a price change, which applies from your next renewal.
• If a payment fails and is not resolved after notice, we may suspend paid features until it is.
• Quoted add-ons and Enterprise plans follow the terms of their written quote and, where signed, the Master Services Agreement.
• Send questions about invoices, payments, or seat changes, and any dispute about a charge, to billing@virtusprofessionalservices.com. Send remittance details to ar@virtusprofessionalservices.com.

Free access, trials, and the illustrative workspace may be limited, changed, or ended at any time. Illustrative records are labeled and are not real rulings.

We treat your workspace content as confidential and use it only to provide the service, subject to the Privacy Policy and any disclosure required by law. You agree to keep non-public information about the service, such as unreleased features and security details, confidential.

Your use of the service is also governed by our Privacy Policy, which describes the types of personal information we collect from you or your device, how we use it, and the circumstances under which we may share it. By using the service, you acknowledge that you have read it and that we will process your personal information in accordance with it. If these Terms and the privacy policy conflict about the collection, use, or processing of your personal information, the privacy policy controls.

The service may use cookies and similar technologies to collect information about your use of it. The Cookie Notice describes what the service uses, what information it collects, and how you can manage your preferences. Your organization may also apply its own policies to workspace activity.

The service links to official government websites and may rely on other companies to deliver features or link to their websites or services (“Third-Party Services”). We do not control, endorse, or take responsibility for Third-Party Services or their content, and a link may stop working when a publisher changes it. You use Third-Party Services at your own risk, and the third party’s own terms and privacy practices apply to that use.

The service is under active development. Features, library coverage, source links, and availability may change. Virtus Professional Services LLC may maintain, correct, modify, suspend, or discontinue part of the service. We do not promise uninterrupted access or that every source will always be available through the service.

These Terms remain in effect while you use the service. Virtus Professional Services LLC may restrict or suspend access when reasonably necessary to address a security risk, suspected misuse, a legal requirement, or a breach of these terms. Either party may end a paid subscription for a material breach that is not fixed within 30 days of notice. A workspace administrator may remove a member, and you may stop using the service at any time. After a subscription ends, your firm may request an export of its workspace content for 30 days; information is then handled under the Privacy Policy. Sections on your content, fees owed, disclaimers, liability, indemnification, governing law, dispute resolution, and the jury trial and class action waivers continue to apply.

To the extent permitted by law, the service, source documents, and all output are provided “as is” and “as available,” with all faults. Virtus Professional Services LLC and its suppliers disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement.

Virtus Professional Services LLC does not warrant that the service, a search result, generated output, or the source collection will be accurate, complete, current, uninterrupted, secure, or error-free, or that the service will be free of viruses or other harmful code. These disclaimers do not exclude rights or warranties that cannot legally be excluded.

To the extent permitted by law, Virtus Professional Services LLC and its members, managers, employees, and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, or for any tax, penalty, interest, or addition to tax, or any claim by your clients, arising from use of or reliance on the service, even if advised of the possibility.

Our total liability for all claims relating to the service is limited to the greater of the fees your firm paid for the service in the 12 months before the event giving rise to the claim, or US$100. Multiple claims do not increase this cap.

These limits apply whether a claim is decided in arbitration or in court. Some jurisdictions do not allow these limits, so they apply only to the extent permitted.

You and your firm will defend and indemnify Virtus Professional Services LLC and its members, managers, employees, and agents against third-party claims, and related losses and reasonable legal fees, arising from your use of the service, your content, your advice to clients or positions taken in reliance on the service, your misuse of the service, or your violation of these terms or the law. We may assume control of the defense of any claim at your expense; you will cooperate with the defense and will not settle a claim without our written consent.

These notices apply to users to the extent they are subject to the laws of the state named. If a notice conflicts with another provision of these Terms, the state-specific notice controls for those users.

• Michigan. These Terms are governed by Michigan law as section 22 states. We handle a security breach affecting Michigan residents as the Michigan Identity Theft Protection Act (MCL 445.72) requires. Questions or complaints about the service can be sent to admin@virtusprofessionalservices.com.
• Other states. If you live in a state whose privacy law gives you rights over your personal information, such as access, correction, deletion, or opt-out rights, see the Privacy Policy for how to use them.

These terms, and any dispute arising out of or related to them or the service, are governed by applicable United States federal law and the laws of the State of Michigan, without regard to conflict-of-law rules. The Federal Arbitration Act governs the arbitration agreement in section 23.

Disputes are resolved by arbitration as described in section 23. For any matter that section 23 allows or requires to be decided in court, including small claims, requests for injunctive relief, a claim severed under section 25, and actions to enforce an arbitration award, the state and federal courts located in Michigan have exclusive jurisdiction, and both parties consent to that venue. A small claims matter may instead be brought in the small claims court where you live.

Informal resolution first. Before starting arbitration, the party with a dispute must send a written notice describing it, the relief requested, and contact details. Send notices to us at admin@virtusprofessionalservices.com; we will send notices to the email address on your account. Both parties will try in good faith to resolve the dispute for 30 days after the notice is received, including by meeting by phone or video if either party asks. Any deadline for bringing the claim is paused during that period.

Binding individual arbitration. If the dispute is not resolved informally within 30 days, either party may, if needed, start binding individual arbitration. This applies to any dispute, claim, or controversy arising out of or relating to these terms or the service, including their formation, scope, and enforceability, and including claims that arose before you agreed to these terms, except as stated below. The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, or its Consumer Arbitration Rules where the AAA determines they apply, as those rules are in effect when the arbitration starts. The rules are available at adr.org/rules. A single arbitrator will decide the dispute, may award the same individual relief a court could award, and will issue a written decision. Judgment on the award may be entered in any court with jurisdiction. The arbitration materials and proceedings are confidential, except as needed to enforce an award.

Authority of the arbitrator. The arbitrator decides questions about the scope and enforceability of this arbitration agreement, except that a court decides challenges to the class and representative action waiver, disputes about arbitration fees, whether a condition precedent to arbitration has been met, and which version of this agreement applies.

Where it takes place. The arbitration will take place in the State of Michigan unless the parties agree otherwise. It may be conducted by video conference or on written submissions where the AAA rules allow. If the Consumer Arbitration Rules apply, you may choose to have any in-person hearing in the county where you live.

Fees. Filing, administration, and arbitrator fees are paid as the applicable AAA rules provide. Each party pays its own lawyers’ fees and costs unless the arbitrator awards them under applicable law or the AAA rules.

Batch arbitration. If 100 or more substantially similar arbitration demands are filed against us within 30 days by the same law firm or a coordinated group, the AAA will group them into batches of 100 or fewer, with one arbitrator and one set of fees for each batch.

Exceptions. Either party may bring an individual claim in small claims court if it qualifies and stays there. Either party may also ask a court for an injunction or other equitable relief to stop actual or threatened infringement, misappropriation, or misuse of its intellectual property or of the service, including scraping or reverse engineering, without first going through informal resolution or arbitration.

Opt out. You may opt out of this arbitration agreement and the class and representative action waiver within 30 days of first accepting these terms by emailing admin@virtusprofessionalservices.com from the email address on your account. Your notice must include your name, your firm, and a clear statement that you wish to opt out. Opting out does not affect any other part of these terms.

To the extent permitted by law, you and Virtus Professional Services LLC each waive any right to a trial by jury in any dispute arising out of or relating to these terms or the service. If a dispute is decided in court rather than arbitration, a judge, not a jury, will decide it.

You and Virtus Professional Services LLC may bring claims against each other only on an individual basis, and not as a plaintiff or class member in any class, collective, consolidated, private attorney general, or representative proceeding. Class arbitration is not permitted.

The arbitrator may not combine more than one party’s claims, may not preside over any form of class, collective, or representative proceeding, and may award relief only to the individual party seeking it and only to the extent needed to resolve that party’s individual claim.

If a court decides that this waiver cannot be enforced for a particular claim or request for relief, that claim or request will be separated from the arbitration and decided by a court under section 22, not in class arbitration. It will wait until the individual arbitration is finished. The rest of this section and section 23 still apply.

Virtus Professional Services LLC may update these terms when the service or applicable requirements change. The current terms will show their effective date. For a material change, we will give paying firms at least 30 days’ notice by email to the address on file or by a prominent notice in the service. If you do not agree to an updated version, stop using the service; a paying firm may cancel before the change takes effect. A change to sections 23 to 25 does not apply to a dispute that either party had already given notice of before the change took effect.

• Entire agreement. These terms, the Privacy Policy, the Cookie Notice, and any order form or master services agreement are the entire agreement about the service. If a provision is unenforceable, it will be modified to the minimum extent needed and the rest remains in effect, except as section 25 provides for the class and representative action waiver. Not enforcing a provision is not a waiver. The word “including” means “including without limitation.”
• Assignment. You may not assign these terms without our consent; we may assign them to a successor to our business. These terms bind permitted assignees.
• Events beyond our control. Neither party is responsible for delays caused by events beyond its reasonable control.
• Export and sanctions. You will comply with United States export and sanctions laws when using the service and will not export, re-export, or transfer anything obtained from it in violation of them.
• Electronic communications. By using the service, you consent to receive communications from us electronically, by email or by notices in the service. These electronic communications satisfy any legal requirement that a notice be in writing, and your acceptance of these terms electronically is effective under the Michigan Uniform Electronic Transactions Act (MCL 450.831 et seq.) and the federal E-SIGN Act.
• Accessibility. We are committed to making the service accessible to people with disabilities and work toward conformance with the Web Content Accessibility Guidelines (WCAG) 2.1, Level AA. If you have difficulty using the service or have suggestions, write to support@virtusprofessionalservices.com and we will make reasonable efforts to address the concern promptly.
• Copyright. Copyright © Virtus Professional Services LLC. All rights reserved.
• Legal notices. Legal notices to us must be sent to admin@virtusprofessionalservices.com.

Your workspace administrator can help with most account questions. You can also write to Virtus Professional Services LLC at the address that matches your request:

General questions

hello@virtusprofessionalservices.com

Product help and account access

support@virtusprofessionalservices.com

Legal notices, arbitration notices, privacy and data requests, and security reports

admin@virtusprofessionalservices.com

Invoices, payments, billing disputes, and seat changes

billing@virtusprofessionalservices.com

Accounts receivable and remittance

ar@virtusprofessionalservices.com

Adapted from the General Legal open-source legal templates (CC0 1.0).