Vista Social Terms of Service

INTRODUCTION

These Terms of Service (these "Terms") constitute a legally binding agreement between you ("you", "your", or "Customer") and Vista Social LLC, a New York limited liability company ("Vista Social", "we", "us", or "our") governing your access to and use of our Services.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case "you" and "Customer" shall refer to such entity.

BY ACCESSING OR USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND OUR ACCEPTABLE USE POLICY. IF YOU DO NOT AGREE TO THESE TERMS AND THE ACCEPTABLE USE POLICY, DO NOT ACCESS OR USE THE SERVICES.

1. DEFINITIONS

1.1. "Acceptable Use Policy" or "Usage Policy" means Vista Social's Acceptable Use Policy available at https://vistasocial.com/usage-policy, which is incorporated into and forms part of these Terms.

1.2. "Account" means your unique account for accessing and using the Services.

1.3. "Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of at least 50% of the voting securities or equity interests.

1.4. "Application" means Vista Social's web-based and mobile applications through which the Services are delivered and accessed, including those available at https://vistasocial.com.

1.5. "Authorized User" means any individual authorized by you to access and use the Services under your Account, including your employees, contractors, agents, or clients (as applicable).

1.6. "Beta Features" means features, services, or functionality made available for evaluation or testing purposes that may not be generally available.

1.7. "Client" means a customer on whose behalf you purchase or use the Services (applicable to agencies and service providers).

1.8. "Confidential Information" means non-public information disclosed by one party to the other that: (a) is marked as confidential; (b) would reasonably be considered confidential under the circumstances; or (c) includes trade secrets, business plans, technical data, customer information, or financial information.

1.9. "Content" means all data, information, text, images, videos, and other materials that you or your Authorized Users submit, upload, post, or transmit through the Services.

1.10. "Data Processing Addendum" or "DPA" means Vista Social's Data Processing Addendum available at https://vistasocial.com/gdpr, which governs the processing of Personal Data.

1.11. "Documentation" means Vista Social's user guides, help documentation, and other materials relating to the use of the Services.

1.12. "Feedback" means suggestions, ideas, enhancement requests, or other feedback you provide regarding the Services.

1.13. "Intellectual Property Rights" means all intellectual property rights, including patents, copyrights, trademarks, trade secrets, database rights, and other proprietary rights, whether registered or unregistered.

1.14. "Order Form" means a document executed by both parties specifying the Services, Subscription Term, fees, and other commercial terms.

1.15. "Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws.

1.16. "Plan" means your selected subscription plan with specific features, limitations, and pricing.

1.17. "Services" means Vista Social's social media management platform, including the Application, API access (if applicable), Documentation, and support services provided under your Plan.

1.18. "Subscription Term" means the period during which you have an active subscription to the Services, as specified in your Plan or Order Form.

1.19. "Third-Party Platform" means any third-party service, platform, or application that integrates with or is accessible through the Services, including social media platforms, analytics services, and other integration partners.

2. SERVICES AND ACCESS

2.1. License Grant

Subject to your compliance with these Terms, Vista Social grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to: (a) access and use the Services solely for your internal business purposes or on behalf of your Clients (if applicable); and (b) permit your Authorized Users to access and use the Services on your behalf.

2.2. Account Registration and Security

2.2.1. You must provide accurate, complete, and current information when creating your Account and promptly update such information as necessary.

2.2.2. You are responsible for maintaining the confidentiality of your Account credentials and for all activities under your Account, whether or not authorized by you.

2.2.3. You must immediately notify Vista Social of any unauthorized access or use of your Account.

2.2.4. We strongly recommend enabling two-factor authentication. Vista Social is not responsible for losses resulting from failure to implement available security features.

2.3. Authorized Users

2.3.1. Each Authorized User must have a unique login credential. Sharing of login credentials is prohibited.

2.3.2. You are fully responsible for all acts and omissions of your Authorized Users in connection with the Services.

2.3.3. The number of Authorized Users is limited by your Plan. Additional users may require upgrading your Plan.

2.4. Agency and Multi-Client Use

2.4.1. If you use the Services on behalf of Clients, you represent and warrant that you have obtained all necessary authorizations from such Clients.

2.4.2. You are fully liable for your Clients' use of the Services and must ensure they comply with these Terms.

2.4.3. You must ensure that one Client cannot access another Client's confidential information through the Services.

2.5. Restrictions on Use

You agree not to, and will not permit any Authorized User or third party to:

2.5.1. Use the Services in violation of any applicable laws, regulations, or third-party rights;

2.5.2. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Services;

2.5.3. Remove, alter, or obscure any proprietary notices on the Services;

2.5.4. Use the Services to transmit viruses, malware, or other malicious code;

2.5.5. Interfere with or disrupt the integrity or performance of the Services;

2.5.6. Attempt to gain unauthorized access to the Services or related systems;

2.5.7. Use the Services to develop competing products or services;

2.5.8. Rent, lease, sell, sublicense, or otherwise transfer rights to the Services;

2.5.9. Use the Services in any manner that violates the Acceptable Use Policy; or

2.5.10. Frame or mirror any part of the Services without our prior written authorization.

2.6. Service Availability and Modifications

2.6.1. We will use commercially reasonable efforts to make the Services available 24/7, but we do not guarantee uninterrupted access.

2.6.2. We may modify, update, or discontinue features of the Services at any time without liability to you.

2.6.3. Scheduled maintenance will be performed during off-peak hours when practicable, but emergency maintenance may occur at any time.

2.6.4. Service interruptions due to maintenance, updates, or circumstances beyond our reasonable control do not constitute a breach of these Terms.

2.7. Suspension Rights

We may immediately suspend your access to the Services if:

2.7.1. You breach these Terms, including failure to pay fees when due;

2.7.2. Your use of the Services poses a security risk or may adversely impact our systems or other customers;

2.7.3. We are required to do so by law or legal process; or

2.7.4. Your Account has been inactive for an extended period as defined in your Plan.

We will provide advance notice of suspension when reasonably possible, except when immediate suspension is necessary.

3. THIRD-PARTY PLATFORMS AND INTEGRATIONS

3.1. Integration with Third-Party Platforms

The Services enable integration with various Third-Party Platforms. To use these integrations, you must comply with the applicable terms and policies of such Third-Party Platforms.

3.2. No Control Over Third-Party Platforms

3.2.1. Vista Social does not control and is not responsible for Third-Party Platforms, their availability, content, privacy practices, or terms of service.

3.2.2. Third-Party Platforms may change their APIs, features, or terms without notice, which may affect the Services' functionality.

3.2.3. Vista Social is not liable for any changes, interruptions, or termination of Third-Party Platform integrations.

3.3. Your Responsibility

You are solely responsible for: (a) your use of Third-Party Platforms; (b) compliance with Third-Party Platform terms and policies; and (c) all content posted to Third-Party Platforms through the Services.

4. FEES AND PAYMENT

4.1. Subscription Fees

You agree to pay all fees associated with your Plan as specified in the Application or Order Form. All fees are non-refundable except as expressly provided in these Terms.

4.2. Payment Terms for In-App Subscriptions

4.2.1. Monthly Plans. For monthly subscriptions, you will be charged on the first day of each billing cycle. Your subscription will automatically renew each month until canceled.

4.2.2. Annual Plans. For annual subscriptions, you will be charged for the full year in advance. Your subscription will automatically renew annually unless canceled at least 30 days before the renewal date.

4.2.3. Cancellation. You may cancel your subscription at any time through the billing page in the Application. Upon cancellation, you will retain access until the end of the current billing period, but no refunds will be issued for the unused portion.

4.3. Payment Terms for Order Forms

4.3.1. For enterprise customers with Order Forms, fees are due as specified in the Order Form, typically within 30 days of the invoice date.

4.3.2. Subscriptions will automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

4.4. Price Changes

4.4.1. We may change pricing for monthly subscriptions at any time, with at least 30 days' notice.

4.4.2. For annual subscriptions and Order Forms, prices may increase upon renewal by up to 7% unless we provide at least 60 days' notice of a greater increase.

4.5. Plan Changes

4.5.1. Upgrades. If you upgrade your Plan, you will be charged the prorated difference for the remainder of your billing cycle.

4.5.2. Downgrades. If you downgrade your Plan, the change will take effect at the end of your current billing cycle. No refunds or credits will be issued for downgrades.

4.5.3. Data Loss. Downgrading may result in loss of features, capacity, or Content. Vista Social is not liable for any such loss.

4.6. Payment Methods

4.6.1. You authorize us to charge your designated payment method for all applicable fees.

4.6.2. You must provide current and complete payment information and update it promptly if it changes.

4.6.3. If payment fails, we may retry the charge and suspend your Account until payment is received.

4.7. Late Payments and Interest

Overdue amounts will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less) from the due date until paid in full.

4.8. Taxes

4.8.1. All fees are exclusive of applicable taxes, which you are responsible for paying.

4.8.2. If you are exempt from taxes, you must provide a valid exemption certificate before charges are incurred.

4.8.3. For customers outside the United States, if you are required to withhold taxes from payments to Vista Social, you must gross up the payment so that Vista Social receives the full fee amount.

5. CONTENT AND DATA

5.1. Your Content

5.1.1. Ownership. You retain all ownership rights in your Content. Vista Social claims no ownership rights to your Content.

5.1.2. License to Vista Social. You grant Vista Social a worldwide, non-exclusive, royalty-free license to use, copy, store, transmit, display, and process your Content solely to provide the Services to you and as permitted by these Terms.

5.1.3. Your Responsibilities. You are solely responsible for: (a) the accuracy, quality, and legality of your Content; (b) the means by which you acquired your Content; and (c) ensuring your Content does not violate any third-party rights or applicable laws.

5.2. Prohibited Content

You agree not to submit or transmit through the Services any Content that:

5.2.1. Infringes any third-party intellectual property or other rights;

5.2.2. Is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;

5.2.3. Contains viruses, malware, or other harmful code;

5.2.4. Violates any applicable law, regulation, or third-party rights; or

5.2.5. Promotes illegal activities or violates the Acceptable Use Policy.

5.3. Content Removal

We reserve the right (but have no obligation) to remove, disable, or modify any Content that violates these Terms or that we determine, in our sole discretion, may harm Vista Social, other customers, or third parties.

5.4. Data Use and Analytics

5.4.1. Aggregated Data. Vista Social may use de-identified and aggregated data derived from your use of the Services for analytics, benchmarking, product improvement, and other business purposes.

5.4.2. De-identification. Such data will be de-identified in a manner that does not identify you, your Authorized Users, or your Clients.

5.4.3. Ownership. Vista Social owns all rights in such de-identified and aggregated data.

6. PRIVACY AND DATA PROTECTION

6.1. Privacy Policy

Vista Social's collection and use of personal information is governed by our Privacy Policy, available at https://vistasocial.com/privacy.

6.2. Data Processing Addendum

6.2.1. If your use of the Services involves processing of Personal Data subject to GDPR, CCPA, or other data protection laws, the DPA is incorporated into and forms part of these Terms.

6.2.2. You are responsible for obtaining all necessary consents and authorizations required under applicable data protection laws for Vista Social to process Personal Data on your behalf.

6.3. Security

Vista Social implements and maintains appropriate technical and organizational measures to protect your Content against unauthorized access, loss, or alteration, as described in our Security Documentation.

7. INTELLECTUAL PROPERTY

7.1. Vista Social's Intellectual Property

7.1.1. Vista Social and its licensors own all right, title, and interest in and to the Services, including all Intellectual Property Rights therein.

7.1.2. These Terms do not grant you any ownership rights in the Services. All rights not expressly granted are reserved by Vista Social.

7.2. Feedback

7.2.1. You may provide Feedback to Vista Social regarding the Services.

7.2.2. You grant Vista Social a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate any Feedback into the Services or other products without any obligation or compensation to you.

7.3. Trademarks

7.3.1. Marketing Use. You grant Vista Social the right to use your company name and logo on our website, in marketing materials, and in customer lists.

7.3.2. Opt-Out. If you do not wish to be identified as a customer, email logo@vistasocial.com.

8. CONFIDENTIALITY

8.1. Obligations

Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information; (b) not disclose such Confidential Information to third parties except as permitted by these Terms; and (c) use such Confidential Information only for purposes of performing under these Terms.

8.2. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed without use of the disclosing party's Confidential Information.

8.3. Compelled Disclosure

A party may disclose Confidential Information if required by law, provided it gives the other party prior notice (if legally permitted) and cooperates in seeking confidential treatment.

9. WARRANTIES AND DISCLAIMERS

9.1. Customer Warranties

You represent and warrant that:

9.1.1. You have the authority to enter into these Terms and perform your obligations hereunder;

9.1.2. Your use of the Services complies with all applicable laws and regulations;

9.1.3. Your Content does not infringe any third-party rights; and

9.1.4. All information you provide to Vista Social is accurate and complete.

9.2. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VISTA SOCIAL DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VISTA SOCIAL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.

9.3. Third-Party Platform Disclaimer

VISTA SOCIAL MAKES NO WARRANTIES REGARDING THIRD-PARTY PLATFORMS OR CONTENT OBTAINED THROUGH SUCH PLATFORMS. VISTA SOCIAL IS NOT RESPONSIBLE FOR THE AVAILABILITY, ACCURACY, OR RELIABILITY OF THIRD-PARTY PLATFORMS.

10. INDEMNIFICATION

10.1. Vista Social Indemnification

10.1.1. Vista Social will defend, indemnify, and hold you harmless from any third-party claim alleging that the Services, when used in accordance with these Terms, infringe or misappropriate such third party's intellectual property rights.

10.1.2. If the Services become, or in Vista Social's opinion are likely to become, the subject of an infringement claim, Vista Social may, at its option: (a) obtain the right for you to continue using the Services; (b) modify the Services to be non-infringing without materially reducing functionality; (c) replace the Services with non-infringing alternatives; or (d) terminate these Terms and refund prepaid fees for the unused portion of the Subscription Term.

10.2. Indemnification Exclusions

Vista Social's indemnification obligations do not apply to claims arising from:

10.2.1. Your Content or Third-Party Platforms;

10.2.2. Modification of the Services by anyone other than Vista Social;

10.2.3. Use of the Services in combination with other products or services not provided by Vista Social;

10.2.4. Your breach of these Terms; or

10.2.5. Use of the Services other than in accordance with these Terms and the Documentation.

10.3. Customer Indemnification

You will defend, indemnify, and hold Vista Social harmless from any third-party claim arising from or related to: (a) your Content; (b) your use of the Services in breach of these Terms; (c) your use of Third-Party Platforms; or (d) your violation of any applicable laws or third-party rights.

10.4. Indemnification Process

Indemnification obligations are conditioned on the indemnified party: (a) promptly notifying the indemnifying party of the claim; (b) granting the indemnifying party sole control of the defense and settlement; and (c) providing reasonable cooperation in the defense.

11. LIMITATION OF LIABILITY

11.1. EXCLUSION OF CONSEQUENTIAL DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2. LIABILITY CAP

VISTA SOCIAL'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO VISTA SOCIAL DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3. Exceptions

The limitations in this Section 11 do not apply to: (a) either party's indemnification obligations; (b) your payment obligations; (c) your breach of Section 2.5 (Restrictions on Use); or (d) your violation of Vista Social's Intellectual Property Rights.

11.4. Essential Basis

THE LIMITATIONS OF LIABILITY IN THIS SECTION 11 ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND WILL APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. TERM AND TERMINATION

12.1. Term

These Terms commence on the date you first access the Services and continue until terminated in accordance with this Section 12.

12.2. Termination for Convenience

12.2.1. You may terminate your subscription in accordance with Section 4 (Fees and Payment).

12.2.2. Vista Social may terminate these Terms or any Order Form at the end of the then-current Subscription Term by providing at least 30 days' written notice.

12.3. Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party:

12.3.1. Materially breaches these Terms and fails to cure within 30 days of written notice; or

12.3.2. Becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.

12.4. Effect of Termination

12.4.1. Upon termination, your right to access and use the Services will immediately cease.

12.4.2. You remain liable for all fees and charges incurred through the effective date of termination.

12.4.3. Vista Social may delete your Account and Content within 30 days of termination. You are responsible for exporting your Content before termination.

12.4.4. Sections that by their nature should survive termination will survive, including Sections 5 (Content and Data), 7 (Intellectual Property), 8 (Confidentiality), 9.2-9.3 (Disclaimers), 10 (Indemnification), 11 (Limitation of Liability), and 13 (General Provisions).

13. GENERAL PROVISIONS

13.1. Governing Law and Venue

13.1.1. These Terms are governed by the laws of the State of New York, without regard to its conflict of laws principles.

13.1.2. Subject to Section 13.2 (Arbitration), the parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York.

13.2. Arbitration

13.2.1. Except for claims for injunctive relief or disputes relating to Intellectual Property Rights, all disputes arising out of or relating to these Terms will be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

13.2.2. The arbitration will be conducted in New York County, New York, by a single arbitrator.

13.2.3. Each party will bear its own costs and attorneys' fees.

13.2.4. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.3. Export Controls

You may not use, export, or re-export the Services except as authorized by United States law and the laws of the jurisdiction in which the Services were obtained. You represent that you are not: (a) located in a country subject to U.S. embargo; or (b) listed on any U.S. government list of prohibited or restricted parties.

13.4. Assignment

You may not assign these Terms without Vista Social's prior written consent. Vista Social may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.

13.5. Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, or interruptions to internet or telecommunications infrastructure. This section does not excuse your payment obligations.

13.6. Notices

13.6.1. Notices to Vista Social must be sent to: legal@vistasocial.com.

13.6.2. Notices to you will be sent to the email address associated with your Account.

13.6.3. Notices are deemed given: (a) when delivered by email; or (b) three business days after mailing.

13.7. Amendments

13.7.1. Vista Social may modify these Terms by posting the updated version on our website and providing notice through the Services or via email.

13.7.2. Material changes will be effective 30 days after notice. Your continued use of the Services after such changes constitutes acceptance.

13.7.3. If you do not agree to the modified Terms, your sole remedy is to terminate your subscription.

13.8. Entire Agreement

These Terms, including the Acceptable Use Policy, Privacy Policy, DPA, and any applicable Order Form, constitute the entire agreement between you and Vista Social regarding the Services and supersede all prior agreements and understandings.

13.9. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

13.10. Waiver

No waiver of any provision of these Terms will be deemed a further or continuing waiver of such provision or any other provision. Any waiver must be in writing and signed by the party to be bound.

13.11. Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, or employment relationship between the parties.

13.12. Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights.

13.13. Interpretation

Headings are for convenience only and do not affect interpretation. The words "include" and "including" mean "including without limitation."

14. ADDITIONAL POLICIES AND DOCUMENTATION

The following policies and documentation are incorporated into and form part of these Terms:

• Acceptable Use Policy: https://vistasocial.com/usage-policy
• Privacy Policy: https://vistasocial.com/privacy
• Data Processing Addendum: https://vistasocial.com/gdpr
• Security Center: https://vistasocial.com/security

You are responsible for reviewing and complying with all policies listed above. Vista Social may update these policies from time to time in accordance with Section 13.7 (Amendments).

CONTACT INFORMATION

For questions about these Terms, please contact:

Vista Social LLC
Email: legal@vistasocial.com
Website: https://vistasocial.com

For abuse or violations of the Acceptable Use Policy, please contact:
Email: policy@vistasocial.com