Terms of Service Agreement

CONSPICUOUS AND FAIR NOTICE

THIS TERMS OF SERVICE AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND VISTA CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION, JURY TRIAL WAIVER AND CLASS ACTION WAIVER.   PLEASE READ CAREFULLY AS THESE TERMS OF SERVICE AFFECT YOUR LEGAL RIGHTS, INCLUDING:  1) YOU WILL NOT BE PERMITTED TO PURSUE ANY DISPUTES OR CLAIMS OR SEEK RELIEF AGAINST VISTA AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; (2) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST VISTA ON AN INDIVIDUAL BASIS IN AN ARBITRATION PROCEEDING; AND (3) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL. BY USING ANY OF THE SERVICES, YOU AGREE TO THESE TERMS OF SERVICE.   IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU MUST NOT USE ANY VISTA SERVICES DESCRIBED HEREIN.

These Terms of Service constitute a legally binding agreement (sometimes “Terms” or “Agreement”) between you and Vista Consulting, Inc. (together with its affiliates, “Vista”, “we,” “our” or “us”) governing your use of our products, services, website (the “Site”) and mobile application (the “App”) (collectively with the foregoing, the “Services”).  

For purposes of these Terms: (a) “Vista Institute” means a software-based platform intended to assist law firms (including, without limitation, law firms having plaintiff-oriented practices), to improve effectiveness, efficiency, profitability and overall performance; (b) “Vista Content” means all text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content and/or other material(s) generated by the Services and/or accessible via the Vista Institute; and (c) “Intellectual Property Rights” means all of Vista’s patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, DOWNLOADING THE APP OR ANY APP UPGRADES, USING THE APP ON YOUR MOBILE DEVICE, OR ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE OR THE APP.   

THIS AGREEMENT CONSTITUTES THE ENTIRE AND ONLY AGREEMENT BETWEEN VISTA AND YOU, AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS, REPRESENTATIONS, WARRANTIES AND UNDERSTANDINGS WITH RESPECT TO THE SERVICES AND/OR THE SUBJECT MATTER OF THIS AGREEMENT.  THE LATEST AGREEMENT WILL BE POSTED ON AND AVAILABLE THROUGH VISTA’S PROVISION OF THE SERVICES.  YOU MUST REVIEW THIS AGREEMENT IN ITS ENTIRETY PRIOR TO USING THE SERVICES.  IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES. 

1. Your License Rights

The Vista Content and all Intellectual Property Rights related thereto, are the exclusive property of Vista or, as applicable, its licensors. Subject to these Terms, you are hereby granted a limited, nonexclusive, nontransferable, freely revocable, right to access and use the Services and the Vista Content.   You agree not to sell, license, rent, modify, publicly distribute, publicly transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible via the Services (including, without limitation, the Vista Content). Use of the Services and/or Vista Content for any purpose not expressly permitted by these Terms is strictly prohibited.  

The limited license granted hereunder is for use solely by you for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any Vista Content may be reproduced in any form (including, without limitation, screen recordings or screen captures) or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (not for resale or redistribution).

Your use of the Services and the related licenses granted hereunder are also conditioned upon your strict adherence to the letter and spirit of the Terms. Vista reserves the right to terminate your account and/or access to the Services or Vista Content if it determines that you have violated any of the Terms.

Vista does not grant academic credit for Vista Institute or any of the Services. Your participation in the Vista Institute or use of the Vista Content does not confer any academic credit to you.

2. Account, Password and Security

You must register with Vista in order to create an account to use the Services (an “Account”).    In setting up an Account, you will be requested to provide certain information, including without limitation the following:   your name, firm name, contact information, and email address.  You expressly agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information as required in order to keep it accurate, current and complete.

The person signing up for the Services will be the contracting party (“Account Owner”) for the purposes of these Terms.   The Account Owner is the sole authorized user of your Account, and is solely and fully responsible for the following: (i) maintaining the confidentiality of any log-in, password, and Account number provided by you or given to you by Vista for accessing the Services; (ii) all activities that occur under your password or Account; and (iii) contacting Vista immediately should you suspect that any unauthorized party may be using your password, identity or Account, or that any other breach of security may have occurred.  

Only the Account Owner is entitled to all benefits accruing thereto.  Accounts are not transferable to any other person or entity.

If you accept or agree to these Terms on behalf of your employer or another legal entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent and any permitted users of such party.  In such an event, “you” and “your” will refer and apply to your employer or such other legal entity.

3. Content

All Vista Content and other matters related to the Services are protected under applicable Intellectual Property Rights.  The copying, recording, redistribution, use or publication by you of any such Vista Content or any part of the Services is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Services. Vista reserves the right to cancel, reschedule, amend or modify any Vista Content at any time with or without advance notice.  

4. Privacy

Any personal data you submit to us or which we collect about you is governed by our Privacy Policy (“Privacy Policy”), available at https://vistact.com/vista-privacypolicy/. You acknowledge that by using the Services, you have reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into these Terms of Service and together form and are hereinafter referred to as this “Agreement.”

5. User Content

“User Content” is defined as any content, information, and materials that may be textual, audio, or visual that you provide, submit, upload, publish, or make otherwise available to Vista, the Services and/or other users of the Services.   You are solely responsible for User Content. You agree that you are the only one responsible for the User Content you send, transmit, display, or upload while using the Services.

You agree that you will obey all laws and regulations that apply to the User Content, including, but not limited to, any laws that require you to get permission from a third party to use the User Content and to give proper notices of third-party rights. Under no circumstances will Vista be responsible for (a) User Content that is sent or viewed while using the Services, (b) errors or omissions in the User Content, or (c) any loss or damage of any kind caused by the authorized use of, access to, or denial of access to User Content. Vista is not responsible for any User Content, but Vista has the right to delete any User Content at any time without notice if it violates these Terms or any applicable law or regulation.   Further, you expressly acknowledge and agree that Vista is not involved in the creation or development of User Content; disclaims any responsibility for User Content; cannot be liable for claims arising out of or relating to User Content; and is not obligated to monitor, review, or remove User Content, but reserves the right to limit or remove User Content on the Services at its sole discretion.

You hereby represent and warrant to Vista that your User Content will not: (i) be false, inaccurate, incomplete or misleading; (ii) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (iii) violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (iv) be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vi) facilitate human trafficking; (vii) support terrorism or terrorist organizations; (viii) be fraudulent, false or misleading; (ix) be defamatory, harassing, threatening or abusive, which includes any activity that reflects hatred against others based on race, religion, ethnicity, national origin, gender or sexual orientation; (x) send unauthorized messages, advertising or spam, including unsolicited promotional or commercial content or other mass solicitation materials; (xi) misrepresent your identity or affiliation with any entity or organization, or impersonate any other person; (xii) harvest, collect or gather user data without consent; (xiii) contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer software or programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (xiv) represent you being employed or directly engaged by or affiliated with Vista or purport you to act as a representative or agent of Vista; and/or (xv) create liability for Vista or cause Vista to lose (in whole or in part) the services of its ISPs or other suppliers.

You are responsible for compliance with all recording laws. By using the Services, you are giving Vista consent to store recordings for any or all Vista meetings or webinars that you join, if such recordings are stored in Vista’ systems. If you do not consent to being recorded, you can choose to leave the meeting.

Additionally, you may choose to submit comments, ideas, or feedback about the Services, including without limitation about how to improve our services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Vista under any fiduciary or other obligation, and that we are free to use the Feedback without any compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Vista does not waive any rights to use similar or related Feedback previously known to Vista, developed by its employees, or obtained from sources other than you. You acknowledge that all email and other correspondence that you submit to us shall become our sole and exclusive property.

6. Billing and Payment

All prices and fees displayed on or in connection with the Services are exclusive of applicable federal, state, local or other governmental sales, goods and services or other taxes, fees or charges now in force or enacted in the future (“Taxes”). Any applicable Taxes are based on the rates applicable to the billing address you provide to us, and will be calculated at the time a transaction is charged to your Account. Unless otherwise indicated, all prices, fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.

You may be required to register with third party payment processing system (the “PSP”) as indicated on the Services, agree to terms of service of the PSP, provide your payment details to the PSP and otherwise satisfy other requirements at the request of the PSP to set up an account with the PSP (the “PSP Services Agreement”). By accepting these Terms, you agree that you have downloaded or printed, and reviewed and agreed to, the PSP Services Agreement.

Vista is not a party to the PSP Services Agreement and that you, the PSP and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement and that Vista has no obligations, responsibility or liability to any user or any other party under the PSP Services Agreement.

7. Representations and Warranties

You represent and warrant that you: (i) are 18 years of age or older, (ii) have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide; (iii) have read, understand, and agree to be bound by these Terms and the Privacy Policy in order to access and use the Services; (iv) will act professionally and responsibly in your interactions with other users of the Services, and (v) will act in accordance with any applicable local, state, or federal law or custom and in good faith when using or accessing the Services.   

You agree not to engage in any of the following prohibited activities, among others: (i) introducing malware; spamming, hacking, or bypassing our systems or protective measures; (ii) jailbreaking, adversarial prompting, or prompt injection; or (iii) accessing or using Services or Vista Content in fraudulent or deceptive ways, such as:

• creating fake accounts or content, including fake reviews, or misleading others;
• using Services (including the content they provide) to violate anyone’s legal rights, such as intellectual property or privacy rights,
• reverse engineering our Services or underlying technology to extract trade secrets or other proprietary information, except as allowed by applicable law,
• using automated means to access content from any of our Services in violation of the machine-readable instructions on our web pages (for example, robots.txt files that disallow crawling, training, or other activities),
• hiding or misrepresenting who you are in order to violate these Terms,
• copying, distributing, or disclosing any part of the Services in any medium other than as allowed by the Services and these Terms;
• using any automated system (other than any functionalities of the Services), including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services;
• transmitting spam, chain letters, or other unsolicited email or attempting to phish, pharm, pretext, spider, crawl, or scrape; attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;
• violating any international, federal, provincial or state regulations, rules, laws, or local ordinances;
• uploading invalid data, viruses, worms, or other software agents through the Services;
• infringing upon or violate Vista’s Intellectual Property Rights or the intellectual property rights of others, or using the Services for any purpose or in any manner that infringes the rights of any third party;
• impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
• harassing, insulting, harming, abusing, defaming, abusing, harassing, stalking, threatening, intimidating or otherwise violating the legal rights (such as of privacy and publicity) of any other users or visitors of the Services or staff member of Vista;
• interfering with or any activity that threatens the performance, security or proper functioning of the Services;
• uploading or transmitting viruses or any other type of malicious code;
• attempting to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Services;
• bypassing the security features or measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein;
• attempting to access unauthorized Accounts or to collect or track the personal information of others; or
• encouraging or enabling any other individual to do any of the foregoing.

8. Termination and Suspension of Account

You may cancel and delete your Account at any time by either using the features on the Services to do so (if applicable and available) or by written notice to us at [email protected]. After cancellation your profile will be purged and, you will no longer have access to your Account, your profile or any other information through the Services. The provisions of these Terms which by their intent or meaning intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive any termination of these Terms and any termination of your use of or subscription to the Services and shall continue to apply indefinitely.

If Vista is investigating you or believes you have violated any of the Terms, we may prevent you from accessing the Services or restrict how much of them you can use and such notice of termination or limitation shall be effective immediately. You shall not register for and create a new Account in the name of a third party, a fake or borrowed name, or your own identity if Vista terminates or restricts your ability to use the Services due to this section, even if you are acting on their behalf.

Even after your right to use the Services is terminated or limited, this Agreement will remain enforceable against you. Vista reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with these Terms.

Vista reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services or Vista Content at its sole discretion. Vista is not liable to you for any modification or discontinuance of all or any portion of the Services or the Vista Content. Vista has the right to restrict anyone from completing registration as a user if Vista believes such a person may threaten the safety and integrity of the Services, or if, in Vista’ discretion, such restriction is necessary to address any other reasonable business concern.

Following the termination or cancellation of your Account (as defined below), we reserve the right to delete all your data, including any User Content, in the normal course of operation. Your data cannot be recovered once your Account is terminated or canceled.

9. Links to Third-Party Websites

The Services may contain links to other web sites run or administered by third parties.  Vista is not responsible for the content, accuracy or opinions expressed in such other web sites, and such web sites are not investigated, monitored or checked for accuracy or completeness by Vista.  Inclusion of any linked Web Site on any Services does not imply approval or endorsement of the linked web site or any related content or information by Vista.  If you decide to access any third-party web site(s), you do so at your own risk.

The terms and conditions of use and privacy policies for any website controlled, owned, or run by a third party dictate the use of same by you. You use these websites run by other people at your own risk.    Vista is not responsible for anything that happens because you use or look at third-party websites or other content linked from the Services. You agree to not hold Vista responsible for any claims, causes of action or other circumstances arising from your access or use of any third-party web site(s).

10. Intellectual Property Rights

All Vista Content that users see or read through the Services is owned by Vista, excluding User Content.   Vista Content is protected in all forms, media and technologies now known or hereinafter developed. Vista owns all Vista Content, as well as the coordination, selection, arrangement and enhancement of such Vista Content as a Collective Work under the United States Copyright Act, as amended.  The Vista Content is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services or Vista Content without Vista’ express prior written consent and, if applicable, the holder of the rights to the User Content.

Any use of such Vista Content, other than as permitted therein, is expressly prohibited without the prior permission of Vista and, if applicable, the holder of the rights to the User Content.

The service marks and trademarks of Vista, including without limitation “Vista” and “Vista Institute”, as well as any associated logos, are service marks owned by Vista. Any other third-party trademarks, service marks, logos and/or trade names appearing via the Services are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

In addition, Vista retains all rights to aggregated and anonymous data derived from your use of the Service, with the understanding that such data will not be identifiable as belonging to or emanating from you nor will such data contain information that directly or indirectly identifies you or any other person (natural or otherwise).

11. Copyright Complaints and Copyright Agent

All content, organization, graphics, design, audio, animation, video, compilation, magnetic translation, digital conversion and other matters related to the Services are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights.  The copying, redistribution, use or publication by you of any such matters or any part of the Services is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Services. The posting of information or materials on any Vista Site or App does not constitute a waiver of any right in such information and materials.

12. Confidential Information

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Vista and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Services in accordance with these Terms.  If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify Vista in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Vista upon termination of this Agreement for any reason whatsoever.

The term “Confidential Information” shall mean any and all of Vista’ trade secrets, confidential and proprietary information, and all other information and data of Vista that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to Vista or Vista’ business, operations or properties, including information about Vista’ staff, users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

13. Disclaimer of Warranties

THE INFORMATION FROM OR THROUGH VISTA ARE PROVIDED “AS-IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.  VISTA, TOGETHER WITH ITS PARENT, SUBSIDIARIES, AFFILIATES AND/OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, ADVERTISERS, BUSINESS AND PROMOTIONAL PARTNERS, OPERATIONAL SERVICE PROVIDERS, SUPPLIERS, RESELLERS AND CONTRACTORS (COLLECTIVELY “AFFILIATED PARTIES”), HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, VISTA AND ITS AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.  THE SERVICES AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES IS EXPRESSLY DISCLAIMED BY VISTA AND VISTA WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE ANY VISTA SITE OR APP. VISTA’S MAXIMUM LIABILITY TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE PURCHASE PRICE YOU PAY FOR ANY GOODS, SERVICES OR INFORMATION FROM VISTA.

14. Indemnification

You hereby agree to indemnify, defend, and hold harmless Vista and its officers, directors, employees, agents, attorneys, insurers, successors and assigns (the “Indemnified Parties”) from and against any and all Liabilities incurred in connection with (i) your use or inability to use the Services, or (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any user or third party and (iv) any content submitted by you or using your Account to the Services, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Indemnified Parties for any Liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or loan on our infrastructure. Vista reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Vista.

15. Dispute Resolution – Arbitration & Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND VISTA CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND VISTA TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

Notice of Dispute. In the event of a Claim (as defined below), you or Vista must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Claim, and the relief requested. You must send any Notice of Dispute by certified or registered U.S. Mail to Vista at _____________________________. Vista will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your email address.  You and Vista must attempt to resolve any dispute in good faith through informal negotiation within sixty (60) days from the date the Notice of Dispute is received.  After sixty (60) days, you or Vista shall have the right, but not the obligation, to commence arbitration in accordance with this Section 15 of this Agreement.

            As used herein, the term “Claim” shall mean and include any claim, dispute or controversy of every kind and nature, whether based in law or equity, between you and Vista or any of the Affiliated Parties arising from or relating to any of the Services or this Agreement, including, without limitation, the validity, enforceability or scope of this Section 15 or the Agreement. 

            Agreement to Arbitrate Disputes.  In the event that the parties are unable to resolve a Claim described in a Notice of Dispute through informal negotiation, such dispute must be resolved through binding arbitration. This means that neither you nor Vista will have the right to litigate that Claim in court or have a jury trial on that Claim.  Other rights that you would have in court also may not be available or may be limited in arbitration, including your right to appeal and your ability to participate in a class action. Nothing in this provision precludes you from filing and pursuing your individual Claim in a small claims court of competent jurisdiction in your state or municipality, so long as that Claim is pending only in that court.

            Initiation of Arbitration Proceeding/Selection of Administrator.  Any Claim shall be resolved, upon the election by you or Vista, by arbitration pursuant to this Section 15 and the code of procedures of the national arbitration organization to which the Claim is referred in effect at the time the Claim is filed (the “Code”), except to the extent the Code conflicts with this Agreement.  Claims shall be referred to the American Arbitration Association (“AAA”).  If a selection by VISTA of either of these organizations is unacceptable to you, you shall have the right within 30 days after you receive notice of our election to select the other organization listed to serve as arbitration administrator. For a copy of the procedures, to file a Claim or for other information about AAA, contact  AAA at 335 Madison Avenue, New York, NY 10017, www.adr.org.

            Class Action Waiver and Other Restrictions.  Arbitration shall proceed solely on an individual basis without the right for any Claim(s) to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator’s authority to resolve and make written awards is limited to Claims between you and Vista alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.         

            Arbitration Procedures.  This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (“FAA”), and the applicable Code. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law. Federal or state rules of civil procedure or evidence shall not apply. Written requests to expand the scope of discovery rest within the arbitrator’s sole discretion and shall be determined pursuant to the applicable Code. The arbitrator shall take reasonable steps to preserve the privacy of individuals, and of business matters. Judgment upon the written arbitral award may be entered in any court having jurisdiction. Subject to the right of appeal under the FAA, the arbitrator’s written decision will be final and binding unless you or we take an appeal from the award by making a dated, written request to the arbitration organization within 30 days from the date of entry of the written arbitral award. A three-arbitrator panel administered by AAA shall consider anew any aspect of the award objected to by the appellant, conduct an arbitration pursuant to its Code and issue its decision within 120 days of the date of the appellant’s written notice. The panel’s majority vote decision shall be final and binding.

            Location of Arbitration.  The arbitration shall take place in Baton Rouge, Louisiana, and each party shall be responsible for its respective fees of the arbitration proceedings.

16. Governing Law

Except as provided in Section 15 or expressly provided in writing otherwise, this Agreement and your use of the Services will be governed by, and will be construed under, the laws of the State of Louisiana, without regard to choice of law principles. This choice of law provision is only intended to specify the use of Louisiana law to interpret this Agreement.

17. No Agency; No Employment

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

18. General Provisions

Entire Agreement. This Agreement is the entire agreement between you and Vista with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements and agreements.  No statement or representation (verbal or otherwise) has been made by any party to this Agreement, in order to induce a party to execute this Agreement or any document or instrument to be executed pursuant hereto, which is not contained herein or in a written instrument to be executed and delivered pursuant to this Agreement.

            Assignment.  Vista shall have the right, but not the obligation, to assign this Agreement or any portion hereof to any Affiliated Party, successor in interest, or other person without your prior written consent.  This Agreement is intended solely for the benefit of the parties and their respective successors and assigns.  Nothing in this Agreement shall be construed to create any duty to, or standard of care with reference to, or liability of, any person not a party to this Agreement.  Nothing in this Agreement shall be deemed to constitute any fiduciary or special relationship or duty between the parties.

            Waiver.  No failure to exercise and no delay on the part of Vista in exercising any power or right hereunder constitutes a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or, discontinuance of steps to enforce such a right or power, preclude any other or future exercise of that right, power, or privilege or the exercise of any other right or power.  

            Singular and Plural.  Words used herein in the singular, where the context so permits, shall be deemed to include the plural and vice versa.  The definitions of words in the singular herein shall apply to such words when used in the plural and vice versa, unless the context shall otherwise require.

            Titles of Articles, Sections and Subsections. All titles or headings to articles, sections, subsections or other divisions of this Agreement are only for the convenience of the parties and shall not be construed to have any effect or meaning with respect to the other content of such articles, sections, subsections or other divisions, such other content being controlling as to the agreement between the parties hereto.

            Cumulative Rights.  The rights and remedies of Vista under this Agreement shall be cumulative and not exclusive; the exercise or partial exercise of any such right or remedy shall not preclude the exercise of any other right or remedy provided in this Agreement or otherwise by law.

            Time for Action.  Subject to Section 15 of this Agreement, any claim or cause of action by you with respect to any Vista Site (and/or any information, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. 

            Severability.  If any provision of this Agreement is determined to be invalid, illegal, or otherwise unenforceable (including, without limitation, Section 15 hereof), such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms. To the extent any provision cannot be enforced in accordance with the stated intentions of the parties, such provision shall be deemed not to be a part of this Agreement.

Conflict.  To the extent that anything in or associated with any Vista Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence.

19. Changes to this Agreement and the Services

Vista reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these Terms of Service and Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information through the Services at any time, effective with or without prior notice and without any liability to Vista. Vista will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Services. Your continued use of the service after any and all modifications represents your acceptance of the agreement. In addition, Vista may place restrictions on your use of specific features or limit your access to all or a portion of the services.

20. No Rights of Third Parties

None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.

21. Notices and Consent to Receive Notices Electronically

You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically including without limitation by email or by posting Notices on the Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.

22. Contacting Us

If you have any questions about these Terms of Service or about the Services, please contact us by email at [email protected] or by mail to 9522 Brookline Ave. Suite 213, Baton Rouge, LA 70809.