User Terms of Service
Effective: September 1, 2019
These User Terms of Service (the “User Terms”) govern your access and use of our online Vista productivity tools and platform (the “Services”). Please read them carefully. Even though you are signing onto an existing Vista, these User Terms apply to you as a user of the Services. We are grateful you’re here.
First Things First
These User Terms are Legally Binding
These User Terms are a legally binding contract between you and us. As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these User Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the Acceptable Use Policy, you confirm that you have read, understand and agree to be bound by the User Terms and the Acceptable Use Policy. “We”, “our” and “us” currently refers to the applicable Vistasuite entity in the Contract (defined below).
Customer’s Choices and Instructions
You are an Authorized Vista User on a Vista Controlled by a “Customer”
An organization or other third party that we refer to in these User Terms as “Customer” has invited you to a Vista (i.e., a unique domain where a group of users may access the Services, as further described in our Support Center pages). If you are joining one of your employer’s Vistas, for example, Customer is your employer. If you are joining a Vista created by your friend using her personal email address to work on her new startup idea, she is our Customer and she is authorizing you to join her Vista.
What This Means for You—and for Us
Customer has separately agreed to our Customer Terms of Service or entered into a written agreement with us (in either case, the “Contract”) that permitted Customer to create and configure a Vista so that you and others could join (each invitee granted access to the Services, including you, is an “Authorized Vista User”). The Contract contains our commitment to deliver the Services to Customer, who may then invite Authorized Vista Users to join its Vista(s). When an Authorized Vista User (including, you) submits content or information to the Services, such as messages or files (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer and the Contract provides Customer with many choices and control over that Customer Data. Please check out our Support Center pages for more detail on our different Service plans and the options available to Customer.
The Relationship Between You, Customer and Us
AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED VISTA USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED VISTA USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED VISTA USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. VISTASUITE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “ AS AVAILABLE” BASIS.
A Few Ground Rules
You Must be Over the Legal Age
To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of sixteen. You represent that you are over the legal age and are the intended recipient of Customer’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.
While You Are Here, You Must Follow the Rules
To help ensure a safe and productive work environment, all Authorized Vista Users must comply with our Acceptable Use Policy and any applicable policies established by Customer. If you see inappropriate behavior or content, please report it to your Primary Owner or employer.
You Are Here At the Pleasure of Customer (and Us)
These User Terms remain effective until Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by Customer or us. Please contact Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy.
Limitation of Liability
If we believe that there is a violation of the Contract, User Terms, the Acceptable Use Policy, or any of our other policies that can simply be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorized Vista Users, or any third parties. IN NO EVENT WILL YOU OR WE HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS YOU ARE ALSO A CUSTOMER (AND WITHOUT LIMITATION TO OUR RIGHTS AND REMEDIES UNDER THE CONTRACT), YOU WILL HAVE NO FINANCIAL LIABILITY TO US FOR A BREACH OF THESE USER TERMS. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE USER TERMS IS ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.
Application of Consumer Law
Vistasuite is a workplace tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws (e.g., in Australia, the Competition and Consumer Act 2010 (Cth)) do apply and cannot otherwise be lawfully excluded, nothing in these User Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement, repair or resupply of the Services or the pro-rata refund to Customer of pre-paid fees for your subscription covering the remainder of the term.
Survival
The sections titled “The Relationship Between You, Customer, and Us,” “Limitation of Liability,” and “Survival,” and all of the provisions under the general heading “General Provisions” will survive any termination or expiration of the User Terms.
General Provisions
Email and Vistasuite Messages
Except as otherwise set forth herein, all notices under the User Terms will be by email. Notices to Vistasuite should be sent to info@vistasuite.com, except for legal notices, which must be sent to jared@vistasuite.com. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through the Services. Notices under the Contract will be delivered solely to Customer in accordance with the terms of that agreement.
Email Messaging Notifications
By creating an Account, you agree that the Services may send you email messages as part of the normal business operation of your use of the Services. You may opt-out of receiving email messages from Vistasuite at any time contacting us at support@vistasuite.com. You acknowledge that opting out of receiving email messages may impact your use of the Services.
Text (SMS) Messaging Notifications
By creating an Account, you agree that the Services may send you text (SMS) messages as part of the normal business operation of your use of the Services. You may opt-out of receiving text (SMS) messages from Vistasuite at any time contacting us at support@vistasuite.com. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the Services.
Privacy Policy
Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our products.
Modifications
As our business evolves, we may change these User Terms or the Acceptable Use Policy. If we make a material change to the User Terms or the Acceptable Use Policy, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the User Terms at any time by visiting this page, and by visiting the following for the most current versions of the other pages that are referenced in these User Terms: Acceptable Use Policy and Privacy Policy. Any material revisions to these User Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.
Waiver
No failure or delay by either party in exercising any right under the User Terms, including the Acceptable Use Policy, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
Severability
The User Terms, including the Acceptable Use Policy, will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.
Assignment
You may not assign any of your rights or delegate your obligations under these User Terms, including the Acceptable Use Policy, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
Governing Law; Venue; Fees
The User Terms, including the Acceptable Use Policy, and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of the Contract, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue of the Contract will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms, including the Acceptable Use Policy, or its formation, interpretation or enforcement.
Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
Entire Agreement
The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms, and then followed by the pages referenced in these User Terms (e.g., the Privacy Policy). Customer will be responsible for notifying Authorized Vista Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.
Contacting Vistasuite
Please also feel free to contact us if you have any questions about Vistasuite’s User Terms of Service. You may contact us at Info@vistasuite.com or at our mailing address below:
130 West Liberty Drive
Suite 200
Wheaton, IL 60187
Customer-Specific Supplement
Effective: September 1, 2019
The terms of the Customer-Specific Supplement (“Customer-Specific Supplement”) below supplement and amend Customer’s Contract (as defined in our Customer Terms of Service) if Customer falls into the corresponding category of Customer. If there is any conflict between the Customer-Specific Supplement and the Contract, the applicable terms in the Customer-Specific Supplement will prevail. Nothing in this Customer-Specific Supplement makes us a government contractor for any federal, state, local, or foreign government.
U.S. Government Customers
State or Local Government Customers
Healthcare Customers
Education Professional Customers
Patent Assertion Entities
I. U.S. Government Customers
If Customer is a U.S. government or U.S. public entity (or use of the Services is for the U.S. Government), the terms of the Customer-Specific Supplement in this Section I apply.
A. Use By or For the U.S. Government. The Services are a “commercial item,” as defined at 48 C.F.R. §2.101, and constitute “commercial computer software” and “commercial computer software documentation,” as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202 to §227.7204. This commercial computer software and related Documentation is provided to end users for use, by and on behalf of the U.S. Government, with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
B. Indemnification, Auto-Renewal, Venue, Legal Fees: The sections in the Contract titled “Governing Law,” “Auto-renewal,” “Venue; Waiver of Jury Trial; Fees,” and “Customer’s Indemnification of Us” are hereby waived to the extent they are inconsistent with federal law.
C. No Endorsement: We agree that Customer’s seals, trademarks, logos, service marks, trade names, and the fact that Customer has a presence on one of our Sites and uses our Services, will not be used by us in such a manner as to state or imply that our products or services are endorsed, sponsored or recommended by Customer or by any other element of the U.S. Government, or are considered by Customer or the U.S. Government to be superior to any other products or services. Except for pages whose design and content is under the control of the Customer, or for links to or promotion of such pages, we agree not to display any Customer or government seals, trademarks, logos, service marks, and trade names on our homepage or elsewhere on one of our hosted sites unless permission to do so has been granted by Customer or by other relevant federal government authority. We may list Customer’s name in a publicly available customer list on a Site or elsewhere so long as the name is not displayed in a more prominent fashion than that of any other third party name.
II. State or Local Government Customers
This Section II applies to Customer if Customer is a state or local government, but only to the extent the Services are being used in an Authorized Vista User’s official capacity as a state or local government official. The sections in the Contract titled “Governing Law,” “Venue; Waiver of Jury Trial; Fees,” and “Customer’s Indemnification of Us” will not apply to Customer only to the extent Customer’s jurisdiction’s laws prohibit Customer from accepting the requirements in those sections.
III. Healthcare Customers
Unless Customer has entered into a written agreement with Vistasuite to the contrary, Customer acknowledges that Vistasuite is not a “Business Associate” as defined in the Health Insurance Portability and Accountability Act and related amendments and regulations as updated or replaced (“HIPAA”), and that the Services are not HIPAA compliant. Customer must not use, disclose, transmit or otherwise process any “Protected Health Information” as defined in HIPAA (“PHI”) through the Services. Customer agrees that we cannot support and have no liability for PHI received from Customer, notwithstanding anything to the contrary herein.
IV. Education Professional Customers
If Customer is a school or educator in the United States and wants its students, who are over the age of 13, to use the Services, Customer is responsible for complying with the U.S. Family Educational Rights and Privacy Act (“FERPA”). This means Customer must notify those students’ parents/guardians of the personally identifiable information that it will collect and share with us and obtain parental/guardian consent before its students sign up or use the Services. When obtaining such consent, Customer should provide parents/guardians with a copy of our Privacy Policy. Customer must keep all consents on file and provide them to us if we request them. If Customer is located outside of the United States, we will rely upon Customer to obtain any required consents or approvals from the parent or guardian of any student covered by similar laws and, as a condition to Customer’s and its students’ use of the Services, Customer will comply with such laws.
V. Patent Assertion Entities
You agree that if Customer is a Patent Assertion Entity or is acting on behalf of, or for the benefit of a Patent Assertion Entity, Customer will not assert, or authorize, assist, encourage, or enable any third party to assert, any claim, or pursue any actions, suits, proceedings, or demands, against Vistasuite or its affiliates that allege that the Services infringe, misappropriate, or otherwise violate any intellectual property rights (including patents). A “Patent Assertion Entity,” sometimes referred to as a ‘non-practicing entity’ or a ‘patent troll,’ is as follows:
(a) any entity that derives or seeks to derive most of its revenue from the offensive assertion of patent rights, or
(b) directly or indirectly controls, is controlled by, or is under common control with an entity described in (a).
This section will survive any termination or expiration of the Contract.
Contacting Vistasuite
Please also feel free to contact us if you have any questions about Vistasuite’s Customer-Specific Supplement, should it apply to your business entity. You may contact us at info@vistasuite.com or at our mailing address below:
130 West Liberty Drive
Suite 200
Wheaton, IL 60187