These Terms of Service (“Terms”) constitute a binding contract between you and Vista Social, LLC. (“us” or “we” or “Vista Social”) governing the use of and access to the products we offer in connection with a paid or trial subscription (“Products”) to you and any authorized individuals engaged by you to use the Products on your behalf (each, a “User,” and collectively, “Users”). By using or accessing the Products, or authorizing or permitting any User to use or access the Products, you accept and agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company, organization, or other legal entity (“Entity”), you agree to these Terms for that Entity and represent to Vista Social that you have the authority to bind such Entity and its affiliates to these Terms. In such case, “you” or “Customer” shall refer to such Entity and its affiliates. If you are a Customer’s User, then these Terms will apply to you to the extent they are applicable to Users. If Customer is an agency, then a User may also be an agency client as described in Section 10 (Agencies). If you do not have the authority to bind the Entity to these Terms or do not agree to these Terms, do not accept these Terms or use or access the Products.

You represent and warrant that the information you provide in registering for the Products is accurate, complete, and rightfully yours to use.

OUR PRODUCTS

We deliver our Products through our web applications and mobile applications (each, an “Application,” and collectively, “Applications”). The features and services available to you will be based on your subscription plan (“Plan”). If you signed a service order, the details of your Plan will be provided on your service order. If you purchased a Product within the Application, the details of your Plan will be set forth on the “Billing” page within the Application. The Products specifically exclude any third-party database or Third-Party Services.

We reserve the right to modify features and functionality of our Products from time to time in our sole discretion. We will determine in our sole discretion whether any new features require additional fees. We may decide to add new features to the Products and make them generally available at no cost to Customers. We may or may not provide notice to you of changes to the Products. We will not be liable to you or to any third party for any modifications, price increases, or discontinuations of our Products.

REGISTERING USERS

You agree that you will only access our Applications for your internal business purposes and subject to these Terms. After any free trial of our Products, you will be required to register for our Application and pay a subscription fee for the use of our Products. You must pay such subscription fees on the first day of your subscription term unless otherwise specified on your service order.

If you, as a Customer, add Users to your account, you must bind each of the Users to these Terms. You are responsible for all information, data, content, messages or other materials that you or your Users post or otherwise transmit via the Applications (collectively, “Content”). You acknowledge and agree that a login may only be used by one (1) person, and that you will not share a single login among multiple people. You are responsible for maintaining the confidentiality of your login and account, and are fully responsible for any and all activities that occur under or in connection with your login or account. You agree that you will not trade, transfer, or sell access to your login or account to another party unless otherwise agreed to in writing by Vista Social.

As a User, you represent and warrant that you are: (i) 18 years or older, (ii) not prohibited or restricted from having a Vista Social account, and (iii) not a competitor of or using the Products for purposes that are competitive with Vista Social.

You agree to use reasonable efforts to prevent unauthorized use of the Products and notify us immediately if you discover any unauthorized use through your account. You will take all necessary steps to terminate the unauthorized use and agree to cooperate with us in preventing or terminating such unauthorized use of the Products.

AVAILABILITY OF SERVICE

While we will use commercially reasonable efforts to keep our Applications available and accessible, the Applications may be unavailable from time to time for repairs, upgrades, routine and emergency maintenance, or other interruptions that may be out of our reasonable control, including any outages of Third-Party Services or any related application programming interface (“APIs”) and integrations. Interruptions of our Applications shall not serve as a basis to terminate your subscription or demand any full or partial refunds or credits of prepaid and unused subscription fees.

DISCLOSURE POLICY

You are required to follow the Federal Trade Commission’s Endorsement Guides. You must understand and agree that you are required to clearly and conspicuously disclose any material connection between you and Vista Social. Material connections include, but are not necessarily limited to, Vista Social providing you with something of value, such as free use of products or services. In general, disclosures should be:

in clear and unambiguous language;
as close as possible to the native ads to which they relate;
in the same medium as the ad, for instance, in the video or in the X (Twitter) post;
in a font and color that’s easy to read;
in a shade that stands out against the background;
for video ads, on the screen long enough to be noticed, read, and understood; and
for audio disclosures, read at a cadence that’s easy for consumers to follow and in words consumers will understand

If Vista Social learns of Campaigns you create that do not, in our sole discretion, abide by the FTC endorsement disclosure guides, we may require you to add appropriate disclosures, and we may require you to suspend the Campaign until such disclosures are added. Repeated failure to include appropriate disclosures in your Campaigns, or your failure to add disclosures upon request by Vista Social, may result in termination of your account.

PROHIBITED USES

You agree not to:

Take any action that imposes an unreasonable load on the infrastructure of the Services;
Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or any activity being conducted on the Services
Attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising or making up the Services
Misrepresent any of your metrics or statistics associated with your social accounts and performance of your posts as may be represented on the Services
Use bots or other artificial means to inflate your metrics or statistics associated with your social accounts and performance of your posts as may be represented on the Services

USER CONTENT

You are solely responsible for all information, data, text, messages, images, videos or other materials that you upload, post, publish or display (hereinafter, “upload”), or have uploaded, on the Services, or that you authenticate and permit Vista Social to upload, or have authenticated and permitted Vista Social to upload, to the Services, including through the integration and use of Social Media Platforms within your Services account, or that you email or have emailed via the Services (collectively, “User Content”). Vista Social reserves the right to investigate and take appropriate legal action against anyone who, in Vista Social’s sole discretion, violates this provision, including without limitation, removing content from the Site, suspending or terminating the account of such violators, and reporting you to the law enforcement authorities. You agree to not use the Services to:

Email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, or ethnically or otherwise objectionable; or (vii) in our sole judgment is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Vista Social or users to any harm or liability of any type.
Interfere with or disrupt the Services or servers or networks connected to the Services.
Violate any applicable local, state, national, or international law, or any regulations having the force of law.
Violate the terms of your agreement with, and any terms and conditions and other policies of, any Social Media Platforms.
Impersonate any person or entity.
Falsely state or otherwise misrepresent your affiliation with a person or entity, including Vista Social.
Solicit personal information from anyone under the age of 18, or send invitations to use the Services to individuals under the age of 18.
Harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications.
Advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized.
Further or promote any criminal activity or enterprise.
Obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services.

OUR USE OF THIRD PARTY SERVICES

Our Applications may contain links to or allow you to connect and use certain external third-party products, services, or software in conjunction with your use of our Applications and Products (“Third Party Services,” and each, a “Third Party Service”), including certain social media networks and other integration partners. To take advantage of these features, you may be required to sign up or log into such Third Party Service on their respective websites or applications. By enabling the Applications to access such Third Party Service, you are permitting Vista Social to pass on your login information to the Third Party Service and granting the Third Party Service permission to access or otherwise process your data. You acknowledge that your use of such Third Party Service is governed solely by the terms and conditions and privacy policy of such Third Party Service (including, but not limited to, the X (Twitter) Terms of Service located at www.twitter.com/tos and the YouTube Terms of Service located at https://www.youtube.com/t/terms), and that Vista Social does not endorse, is not liable for, and makes no representations as to the Third Party Service, its content, or the manner in which such Third Party Service uses, stores, or processes your data. We are not liable for any damage or loss arising from or in connection with your enablement of such Third Party Service and your reliance on the policies, privacy practices, and data security processes of such Third Party Service. We are not responsible or liable for any changes to or deletion of your data by the Third Party Service. Certain features of our Products may depend on the availability of these Third Party Services and the features and functionality they make available to us. We do not control Third Party Service features and functionality, and they may change without any notice to us. If any Third Party Service stops providing access to some or all of the features or functionality currently or historically available to us, or stops providing access to such features and functionality on reasonable terms, as determined by Vista Social in our sole discretion, we may stop providing access to certain features and functionality of our Products. We will not be liable to you for any refunds or any damage or loss arising from or in connection with any such change made by the Third Party Service or any resulting change to our Products. You irrevocably waive any claim against Vista Social with respect to such Third Party Services.

GOOGLE API SERVICES USAGE DISCLOSURE

Vista Soical's use and transfer of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements.

PAYMENT TERMS

You will pay for your Plan in our Application.

Payment in Application

Monthly Plans. For monthly Plans, we will charge you on the first day of your subscription term and automatically on the same date of each subsequent month (“Monthly Pay Date”). We will continue to charge you for your Plan, including any Add-Ons, on a monthly basis unless you decide to cancel at any time by accessing the “Billing” page within the Application. If you cancel in the month preceding your Monthly Pay Date, you will not be issued any refunds or credits of prepaid and unused fees for the remainder of the subscription term and you will continue to have access to the Products until the following Monthly Pay Date.

Annual Plans. For annual Plans, we will charge you on the first day of your subscription term and automatically on the same date of each subsequent year (“Annual Pay Date”). We will continue to charge you for your Plan, including any Add-Ons, on an annual basis unless you decide to cancel prior to the Annual Pay Date by accessing the “Billing” page within the Application. If you cancel during the subscription term, you will not be issued any refunds or credits of any prepaid and unused fees for the remainder of the subscription term and you will continue to have access to the Products until the following Annual Pay Date.

Changes To Your Plan

If you choose to upgrade your Plan or add any Add-Ons to your Plan during your subscription term, you will be charged for the then-current price for the upgrade or Add-Ons prorated based on the number of days remaining in your subscription term. Unless otherwise specified on your service order, any upgrade or Add-Ons that you add will be coterminous with the existing Plan and automatically renew at the end of the subscription term along with your Plan. If you choose to downgrade your Plan or remove any Add-Ons from your Plan, you will not be issued any refunds or credits for the unused and prepaid fees in connection with the downgrade or removal. Downgrading your Plan may cause the loss of content, features, or capacity of your account and we do not accept any liability for any such loss.

Credit Card and Paypal Authorization

By submitting your credit card or Paypal information to Vista Social, you authorize Vista Social to store this information with its third party service providers and to charge the credit card or Paypal account you have provided to us until your account is terminated. In addition, you authorize us to use a third-party payment processor in processing payments. If your credit card expires, or is declined or your Paypal information requires an update, we will provide you notice via email. If, for any reason, your payment cannot be completed through credit card or Paypal, we may suspend your account until we receive payment.

Disputes and Late Payments

You must notify us in writing of any amounts you wish to dispute prior to the date such amounts would otherwise be due. Any undisputed amount not paid when due shall be subject to a finance charge of 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. You will also be required to reimburse us for any costs or expenses (including any reasonable attorneys’ fees) we incur to collect past due amounts. Any amounts due under these Terms shall not be withheld or offset by you against amounts due to you for any reason.

Taxes. All payments you make are exclusive of federal, state, local, and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments (including, without limitation, sales taxes, use taxes, and value-added taxes). You agree to be responsible for the payment of all such charges, excluding taxes based upon our net income. All amounts payable by you hereunder shall be grossed up for any withholding taxes imposed by any foreign government on your payment of amounts to Vista Social.

CANCELLATION AND TERMINATION

Termination by You

You may terminate your account at any time without cause, but you will not be entitled to any refunds of any prepaid and unused fees, and any unpaid fees under your Plan for the applicable subscription term will become immediately due and payable. You may terminate your account and receive a prorated refund of any prepaid and unused fees, if we fail to cure a material breach of these Terms within thirty (30) days of our receipt of written notice from you describing the breach. You may also cancel your account as provided in Section 6 (Payment).

Termination by Us

We may restrict functionality of the Products or temporarily suspend your account if we reasonably believe that you have violated these Terms. Unless we believe the need to restrict or suspend access is time-sensitive and requires immediate action without notice, or we are prohibited from providing notice under law or legal order, we will use commercially reasonable efforts to notify you by email prior to such suspension. We will not be liable to you or any third parties for any of the foregoing actions. We may terminate your account and use of the Products for any of the following reasons: (i) you fail to comply with these Terms, (ii) you do not pay your fees in accordance with the payment terms under your Plan, (iii) at the expiration of the subscription period of your Plan if we provide prior written notice to you, (iv) you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (v) if we determine you are acting or have acted in a way that negatively impacts or reflects on Vista Social or our current or prospective partners or customers. In no event will any termination by us for the foregoing reasons entitle you to any refunds of any prepaid and unused fees or relieve you of your obligation to pay any fees payable to us prior to the date of termination, and any unpaid fees under your Plan will become immediately due and payable. Any suspected fraudulent, abusive, hateful, discriminatory or illegal activity may be grounds for immediate termination of your use of the Product and may be referred to law enforcement authorities.

CONFIDENTIAL INFORMATION

Protection of Confidential Information

The receiving party agrees to: (a) not disclose, use, transmit, share, or make available any of the disclosing party’s Confidential Information to any person, entity, or organization for purposes beyond the scope of these Terms; (b) take all reasonable and appropriate measures to prevent unauthorized disclosure of such Confidential Information; and (c) exercise at least a reasonable degree of care in handling the Confidential Information at all times. Each party also agrees to limit access to the other party’s Confidential Information to employees, advisors, agents, and other representatives who need such access to fulfill obligations under these Terms and who are bound by confidentiality obligations consistent with these Terms.

Exclusions to Confidential Information

Confidential Information does not include any information that: (a) was publicly known and generally available in the public domain prior to its disclosure by the disclosing party; (b) becomes publicly known and generally available after such disclosure by the disclosing party, other than through a breach of these Terms by the receiving party; (c) was rightfully known or in the possession of the receiving party before being disclosed under these Terms; (d) is lawfully received by the receiving party from a third party without violating any confidentiality obligations; or (e) is independently developed by the receiving party without using or referencing the disclosing party’s Confidential Information.

Compelled Disclosure

The receiving party will not be considered in breach of its confidentiality obligations if it discloses Confidential Information as required by applicable law, regulation, or a valid court or governmental order, provided that (to the extent legally permitted) the receiving party gives the disclosing party prior written notice of the required disclosure to allow the disclosing party to seek confidential treatment of the information, and limits the disclosure to only what is legally necessary.

WARRANTIES AND DISCLAIMER

Subscriber Warranties

You represent and warrant that: (a) you will use the Services in accordance with all applicable laws and regulations; (b) the information you provide when registering for the Services is accurate, complete, and lawfully yours to use; (c) all Authorized Users are at least 18 years of age; (d) you are not prohibited or otherwise restricted from maintaining a Vista Social account; (e) you have the authority to submit the Content, and such Content has not been collected, stored, or transferred to Vista Social and its Affiliates in violation of any law, regulation, third-party rights, or contractual obligations; and (f) you are not a competitor of Vista Social and are not using the Services for any purpose that competes with Vista Social.

DISCLAIMER

THE SERVICES ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES, GUARANTEES, CONDITIONS, OR REPRESENTATIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, VISTA SOCIAL EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, DESIGN, TITLE, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT—ON BEHALF OF ITSELF, ITS AFFILIATES, AND THEIR LICENSORS.

VISTA SOCIAL AND ITS AFFILIATES RELY ON THIRD-PARTY DATA SOURCES FOR INFORMATION AND THEREFORE DO NOT GUARANTEE THAT THE INFORMATION PROVIDED THROUGH THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ERROR-FREE, FREE OF VIRUSES, OR ALWAYS AVAILABLE.

VISTA SOCIAL DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONS, ACCESS ISSUES, OR DEGRADATION OF SERVICE CONDITIONS CAUSED BY INADEQUATE EQUIPMENT, INTERNET INTERRUPTIONS, OR OTHER ISSUES RELATED TO ELECTRONIC COMMUNICATION SERVICE PROVIDERS, AS WELL AS ANY DELAY, ERROR, OMISSION, INTERRUPTION, DELETION, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, OR LOSS OF DATA—ALL OF WHICH ARE BEYOND VISTA SOCIAL’S REASONABLE CONTROL.

WE DO NOT PROVIDE WARRANTIES, INDEMNITIES, OR REMEDIES FOR ANY FREE TRIALS, BETA SERVICES, OR FEATURES MARKED AS BETA OR OFFERED ON A TRIAL BASIS. SUCH FEATURES AND SERVICES ARE OPTIONAL AND USED ENTIRELY AT YOUR OWN RISK.

IDEMNIFICATION

Indemnification by Vista Social

We agree to defend, indemnify, and hold you harmless from any and all claims, losses, liabilities, damages, demands, settlements, costs, and expenses (including reasonable attorneys’ fees) arising from third-party allegations that your authorized use of the Services, as permitted under these Terms, infringes or misappropriates that third party’s Intellectual Property Rights.

Infringement Remedy

If you are enjoined or otherwise prohibited from using the Services, or any part thereof, due to a claim that the Services infringe the Intellectual Property Rights of a third party—or if we reasonably believe such a restriction is likely—then we will, at our sole expense and discretion: (a) secure for you the right to continue using the allegedly infringing portions of the Services; (b) modify those portions to make them non-infringing without materially reducing their functionality; or (c) replace them with non-infringing alternatives that offer substantially similar functionality. If we determine that none of these options are commercially reasonable, we may terminate the affected portion of your Plan or Service Order, and will promptly issue a prorated refund or credit for any prepaid, unused fees.

Exclusions from Obligations

Indemnification by You.

You agree to defend, indemnify, and hold harmless Vista Social, its Affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns from any and all third-party claims, losses, liabilities, damages, demands, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of, related to, or based on: (a) any breach of these Terms by you or your Authorized Users; (b) your or your Authorized Users’ use of any Third-party Services; or (c) any of the exclusions

Indemnification Procedure

Each party’s respective indemnification obligations under these Terms are subject to the following conditions: (a) the indemnified party must provide the indemnifying party with prompt written notice of the claim (with the understanding that a failure to provide timely notice will not relieve the indemnifying party of its obligations, except to the extent it is materially prejudiced by the delay); (b) the indemnifying party must have sole control over the defense and settlement of the claim; and (c) the indemnified party must provide reasonable assistance, at the indemnifying party’s request, in connection with the defense and settlement of the claim.

LIMITATION OF LIABILITY

Exclusion of Consequential and Related Damages

UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY—UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE—for any consequential, incidental, indirect, special, exemplary, enhanced, or punitive damages arising out of or related to these Terms. This includes, without limitation, any loss of profits, revenue, business, data, business interruption, or harm to goodwill or reputation, regardless of whether the party was advised of the possibility of such damages or whether such losses or damages were otherwise foreseeable.

Monetary Cap on Liability

UNDER NO CIRCUMSTANCES WILL THE MAXIMUM AGGREGATE LIABILITY OF VISTA SOCIAL (INCLUDING ITS AFFILIATES) TO YOU (INCLUDING YOUR AFFILIATES), ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY CLAIMS), EXCEED THE TOTAL AMOUNT PAID BY YOU TO VISTA SOCIAL UNDER THE APPLICABLE PLAN DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM—REGARDLESS OF THE LEGAL THEORY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

THIS LIMITATION OF LIABILITY DOES NOT AFFECT OR REDUCE YOUR OBLIGATION TO PAY ANY FEES DUE.

Free Trials and Beta Services

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, IN NO EVENT WILL VISTA SOCIAL OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE OF SERVICES PROVIDED ON A FREE TRIAL BASIS OR AS BETA SERVICES. THIS INCLUDES, WITHOUT LIMITATION, ANY CONSEQUENTIAL DAMAGES, LOST REVENUE, LOST PROFITS, OR LOSS OF DATA, EVEN IF VISTA SOCIAL OR ITS AFFILIATES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE OTHERWISE FORESEEABLE.

Independent Allocations of Risk

EACH PROVISION OF THESE TERMS THAT LIMITS LIABILITY, DISCLAIMS WARRANTIES, OR EXCLUDES DAMAGES IS INTENDED TO ALLOCATE RISK BETWEEN THE PARTIES. THIS RISK ALLOCATION IS REFLECTED IN THE PRICING PROVIDED BY VISTA SOCIAL AND FORMS A FUNDAMENTAL PART OF THE AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEPARATE AND INDEPENDENT FROM THE OTHERS. THE LIMITATIONS SET FORTH IN THIS SECTION 10 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

State Prohibition of Limitation of Liability and Disclaimer of Implied Warranties

Here’s a lightly paraphrased version, consistent with the Vista Social context:

Some jurisdictions do not permit the exclusion of implied warranties or the limitation of liability for incidental or consequential damages, so certain limitations above may not apply to you. IN SUCH JURISDICTIONS, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

MISCELLANEOUS

Use of Logo

As a Customer, you grant us the right to use your company name and logo on our website and in any promotional materials, press releases, investor materials, and other stockholder communications. If you do not wish to have your name or logo be used in this way, or wish to remove your name or logo from such list, please contact logo@vistasoical.com

Future Functionality

You agree that your purchase and subscription hereunder is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Vista Social or its Affiliates regarding future functionality or features.

Updates To Terms

From time to time, we may revise and update these Terms (including modifications to the Product-Specific Terms and DPA) in our sole discretion. Any changes we make to these Terms are effective immediately when we post them. We will provide notice to the account owner designated on the account of any material changes to these Terms. Continued use of our Services after we provide you notice of the updated Terms shall constitute your acceptance of the updated Terms.

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