Terms of Service

1. Description of Service

Darby is an AI-powered commercial real estate intelligence platform that provides:

• Property market analysis and location intelligence using Google Maps and Google Search integration
• AI-generated commercial real estate documents, including Letters of Intent (LOIs), investment memoranda, market analyses, lease agreements, and property reports
• Property portfolio management and client relationship tracking
• Real-time market data and grounding sources

The Service is designed for commercial real estate professionals and provides AI-assisted analysis and document generation. All AI-generated content should be reviewed by qualified professionals before use in any transaction or legal proceeding.

2. User Responsibilities

User certifies, warrants, and agrees to:

• Professional review – Review all AI-generated documents with qualified legal, financial, or real estate counsel before use in any transaction
• Accuracy verification – Verify all market data, property information, and analysis independently before relying on it for business decisions
• Legal compliance – Comply with all applicable laws, regulations, fair housing requirements, and professional licensing requirements
• Data accuracy – Provide accurate property and client information for proper service functionality
• Account security – Maintain the confidentiality of login credentials and notify Virtue immediately of any unauthorized access
• Professional use – Use the Service solely for legitimate commercial real estate business purposes
• Age requirement – User represents they are at least 18 years old and legally capable of entering into binding contracts

3. Prohibited Conduct

User shall NOT:

• Use AI-generated documents without independent professional review in actual transactions
• Rely solely on AI-generated market analyses for investment or leasing decisions
• Share account credentials with unauthorized third parties
• Reverse-engineer, copy, scrape, or build competing services using Darby's technology or data
• Use the Service to violate fair housing laws, discriminate, or engage in fraudulent activity
• Input confidential or sensitive information about third parties without proper authorization
• Attempt to manipulate, bypass, or interfere with the Service's security or functionality

Violation triggers immediate suspension or permanent termination without refund. Virtue may cooperate with law enforcement and regulatory authorities as required.

4. AI-Generated Content Disclaimer

CRITICAL: All documents, analyses, and content generated by Darby's AI are provided for informational and drafting purposes only. User acknowledges and agrees that:

• AI-generated documents are drafts and templates requiring professional legal review
• Market analyses and property intelligence may contain errors, outdated information, or AI hallucinations
• Darby does not provide legal, financial, or investment advice
• User assumes all risk for decisions made based on AI-generated content
• Virtue is not liable for errors, omissions, or inaccuracies in AI-generated content

5. Data Handling & Privacy

See our separate Privacy Policy for detailed information. In summary:

• Data storage – Property data, client information, and generated documents are stored securely in our databases
• AI processing – Queries and document requests are processed through Google Vertex AI for analysis and generation
• No sale – Virtue does not sell or license User data to third parties for marketing purposes
• Security – We implement industry-standard security measures, but User is responsible for protecting their account credentials
• Data subject rights – Where applicable, Users have rights under GDPR, CCPA, and other privacy laws

6. Billing, Renewals & Refunds

• The Service is billed on a subscription basis as selected during registration
• Fees are non-refundable once charged except as required by applicable law
• User may cancel at any time; access continues until the end of the paid period
• If Virtue terminates for breach, no refund is owed
• Virtue reserves the right to modify pricing with 30 days' notice to active subscribers

7. Third-Party Services

The Service integrates with third-party services including Google Maps, Google Search, and Vertex AI. User's use of these features is subject to Google's terms of service. Virtue is not responsible for third-party service availability, accuracy, or changes.

8. Indemnification

User will indemnify, defend, and hold harmless Virtue, Darby, and their officers, directors, employees, and agents from any claim, damage, fine, or cost (including reasonable attorneys' fees) arising out of or related to: (i) User's violation of these Terms or applicable law; (ii) User's reliance on AI-generated content without professional review; (iii) User's use of inaccurate or outdated information in business transactions; or (iv) User's breach of fair housing, licensing, or professional conduct requirements.

9. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL VIRTUE OR DARBY BE LIABLE FOR:

• Any indirect, incidental, special, consequential, exemplary, or punitive damages
• Loss of profits, revenue, data, business opportunities, or goodwill
• Errors or inaccuracies in AI-generated content
• Failed transactions or business decisions based on Service data
• Third-party service interruptions or data accuracy

Total cumulative liability shall not exceed the greater of USD $1,000 or the amount actually paid by User for the Service in the preceding 12 months.

10. Disclaimer of Warranties

The Service is provided "AS IS" and "AS AVAILABLE." Virtue expressly disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy of AI-generated content, non-infringement, and uninterrupted availability. No warranty is made that the Service will meet User's requirements or that AI-generated content will be error-free.

11. Suspension & Termination

Virtue may, at its sole discretion and without notice, suspend or terminate any User account for actual or suspected violation of these Terms, abusive use of AI features, or failure to pay fees. Upon termination, User's access to data may be permanently deleted after a 30-day grace period. No refunds will be issued for terminated accounts.

12. Service Modifications

Virtue may change, suspend, discontinue the Service or any feature (including AI capabilities, integrations, or pricing) at any time with reasonable notice but without liability for such changes.

13. Intellectual Property

Virtue retains all rights to the Service, including software, AI models, branding, and methodology. User receives a limited, non-exclusive, non-transferable license to use the Service. AI-generated documents created for User are licensed to User for their business use, but underlying AI technology remains Virtue's property.

14. Binding Arbitration & Class-Action Waiver

Both User and Virtue agree that any dispute arising out of or relating to these Terms or the Service shall be resolved by final and binding arbitration administered by JAMS in Boulder County, Colorado under its Streamlined Rules. No class or representative actions are permitted. Either party may seek provisional injunctive relief in court to protect rights pending arbitration.

15. Governing Law & Venue

Colorado law governs these Terms. Except for arbitration, the courts in Boulder County, Colorado have exclusive jurisdiction.

16. Modifications to Terms

Virtue may amend these Terms at any time by posting an updated version. Material changes will be communicated via email. Continued use after an amendment constitutes acceptance.

17. Entire Agreement; Severability

These Terms and our Privacy Policy constitute the entire agreement. If any provision is held unenforceable, the remainder remains in effect. English is the controlling language of this agreement.

18. Acceptance

By signing up, accessing, or paying for the Service, User confirms they have read, understood, and agree to be bound by these Terms.

Contact

Virtue • support@virtue.company