Terms of Service

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Last revised: April 3, 2026

This Vistaly Terms of Service Agreement ("Agreement") is by and between Vistaly Inc., a Delaware incorporated corporation with a place of business at 225A E Main Street Charlottesville, VA 22902 ("Vistaly"), and the individual or entity accepting these terms ("Customer") (each a "Party" and together the "Parties").

By creating an account, accessing, or using the Services, Customer agrees to be bound by this Agreement. If Customer does not agree to these terms, Customer may not access or use the Services.

Section 1. Services. "Services" means the product(s) and service(s) that Vistaly makes available to Customer through the Vistaly platform, whether on a trial or paid basis. Services exclude any products or services provided by third parties, even if Customer has connected those products or services to the Services. Subject to the terms and conditions of this Agreement, Vistaly will make the Services available during the Term.

Section 2. Fees and Payment.

2.1. Fees. Customer will pay the fees specified on the Vistaly platform at the time of purchase or as otherwise agreed in writing (the "Fees").

2.2. Payment; Taxes. Customer will pay Fees in advance via the payment method provided at the time of purchase. If payment fails or Fees remain unpaid for fifteen (15) days after the due date, Customer's access to the Services may be immediately suspended. Customer must pay all past-due amounts to regain access to the Services. Late payments will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Fees do not include local, state, or federal taxes or duties of any kind and any such taxes will be assumed and paid by Customer, except for taxes on Vistaly based on Vistaly's income or receipts.

2.3. Price Changes. Vistaly may change prices for the Services from time to time. Any price changes will be effective upon the commencement of Customer's next Renewal Term; provided, that Vistaly shall provide Customer with at least sixty (60) days' prior written notice of any such fee increase before the expiration of the then-current Term or Renewal Term.

Section 3. Term and Termination.

3.1. Term. This Agreement commences on the date Customer first accepts this Agreement or accesses the Services and will continue for the duration of Customer's subscription unless otherwise terminated in accordance with this Section (the "Term"). The Term will automatically renew for successive periods matching the initial subscription period (each a "Renewal Term") unless either Party elects not to renew pursuant to Section 3.3.

3.2. Termination for Cause. A Party may terminate this Agreement for cause (a) upon notice to the other Party of a material breach if such breach remains uncured after thirty (30) days from the date of the breaching Party's receipt of such notice; (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (c) immediately by Vistaly if Customer makes one of the Prohibited Uses below. Non-payment of Fees by Customer for sixty (60) days after the due date, and any violation of the Prohibited Uses clause below will be considered material breaches of this Agreement.

3.3. Non-Renewal. Either Party may elect not to renew this Agreement by providing written notice to the other Party at least thirty (30) days prior to the expiration of the then-current Term or Renewal Term.

3.4. Effect of Termination and Survival. Upon termination of this Agreement (a) Customer will have no further right to use the Services and Vistaly will remove Customer's access to same, and (b) unless otherwise specified in writing, Customer will not be entitled to any refund of fees paid; provided, however, that in the event Customer terminates this Agreement for Vistaly's uncured material breach pursuant to Section 3.2(a), Vistaly will refund to Customer a pro-rata portion of any prepaid Fees for the unused remainder of the then-current Term. The following Sections will survive termination: Section 2 (Fees and Payment), Section 4 (License and Use of the Services), Section 5 (Data Practices), Section 6 (Privacy Practices), Section 7 (Intellectual Property Rights), Section 8.3 (Disclaimers), Section 9 (Limitation of Liability), Section 10 (Miscellaneous). Termination of this Agreement will not limit a Party's liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.

3.5. Data Export. Upon termination or expiration of this Agreement for any reason, Vistaly will make Customer's Service Data available for export via the platform's existing export functionality or in CSV or JSON format for a period of sixty (60) days following the effective date of termination or expiration. After such period, Vistaly will delete Customer's Service Data in accordance with its standard data retention practices, unless retention is required by applicable law.

Section 4. License and Use of the Services.

4.1. License. Vistaly hereby grants Customer a non-exclusive, non-transferrable, and non-sublicensable right and license to access and use the Services during the Term.

4.2. Authorized Users. Customer may designate and provide access to its (or its corporate affiliates') employees, independent contractors, or other agents to an account on the Services as authorized users (each an "Authorized User") up to the number of seats included in Customer's subscription plan. Each account may be used only by a single, individual Authorized User, and Customer may be charged for additional seats (if applicable), or Vistaly may terminate the Agreement for cause, if this requirement is circumvented. Customer is responsible for all use and misuse of the Services by Authorized User accounts and for adherence to this Agreement by any Authorized Users, and references to Customer herein will be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to promptly notify Vistaly of any unauthorized access or use of which Customer becomes aware.

4.3. Prohibited Uses. Customer and Authorized Users will not: (a) "frame," distribute, resell, or permit access to the Services by any third party other than for its intended purposes; (b) use the Services other than in compliance with applicable federal, state, and local laws; (c) interfere with the Services or disrupt any other user's access to the Services; (d) reverse engineer, attempt to gain unauthorized access to the Service, attempt to discover the underlying source code or structure of, or otherwise copy or attempt to copy the Services; (e) knowingly transfer to the Services any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or unlawful; (f) transfer to the Services or otherwise use on the Services any routine, device, code, exploit, or other undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; or (g) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Services.

Section 5. Data Practices.

5.1. Definitions. "Service Data" means electronic data, text, messages, communications, or other materials submitted to and stored within the Services by Customer in connection with use of the Services. Service Data may include, without limitation, any information relating to an identified or identifiable natural person ('data subject') where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person (such information, "Personal Data"). Service Data does not include metrics and information regarding Customer's use of the Services, including information about how Authorized Users use the Services (such information, "Usage Data").

5.2. Ownership. Customer will continue to retain its ownership rights to all Service Data processed under the terms of this Agreement and Vistaly will own all Usage Data.

5.3. Vistaly's Use of Data. Vistaly may use Service Data and Usage Data for the following purposes in accordance with this Agreement:

5.3.1. Operating the Services. Vistaly may receive, collect, store and/or process Service Data based on Vistaly's legitimate interest in operating the Services. For example, Vistaly may collect Personal Data (such as name, phone number, or credit card information) through the account activation process. Vistaly will not use Customer's Service Data for the training of machine learning models unless Customer provides prior written consent to such use.

5.3.2. Communications. Vistaly may communicate with Customer or Authorized Users (i) to send product information and promotional offers or (ii) about the Services generally. If Customer or an Authorized User does not want to receive such communications, Customer may email support@vistaly.com. Customer and necessary Authorized Users will always receive transactional messages that are required for Vistaly to provide the Services (such as billing notices and product usage notifications).

5.3.3. Improving the Services. Vistaly may collect, and may engage third-party analytics providers to collect Usage Data to develop new features, improve existing features, or inform sales and marketing strategies based on Vistaly's legitimate interest in improving the Services. When Vistaly uses Usage Data, any Personal Data that was included in Service Data shall be anonymized and/or aggregated in such a manner that it no longer constitutes Service Data or Personal Data under applicable data protection laws. Any such third-party analytics providers will not share or otherwise disclose Usage Data, although Vistaly may make Usage Data publicly available from time to time, provided that such Usage Data is aggregated across multiple customers and cannot reasonably be used to identify Customer or any Authorized User.

5.3.4. Connecting to Third-Party Services. Customer may wish to connect third-party services to the Services (e.g., connecting Vistaly to Customer's single-sign-on service to verify 2FA status of Customer's employees). When Customer uses a third-party service to connect with Vistaly, logs into the Services through a third-party authentication service, or otherwise provides Vistaly with access to information from a third-party service, Vistaly may obtain other information, including Personal Data, from those third parties and combine that Service or Usage Data based on Vistaly's legitimate interest in providing Customer with functionality that supports the Services. Any access that Vistaly may receive to such information from a third-party service is always in accordance with the features and functionality, particularly as to authorization, of that service. By authorizing Vistaly to connect with a third-party service, Customer authorizes Vistaly to access and store any information provided to Vistaly by that third-party service, and to use and disclose that information in accordance with this Agreement.

5.3.5. Third-Party Service Providers. Customer agrees that Vistaly may provide Service Data and Personal Data to authorized third-party service providers, only to the extent necessary to provide or secure the Services. Any such third-party service providers will only be given access to Service Data and Personal Data as is reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in this Agreement; and (b) their agreement to comply with the data transfer restrictions applicable to Personal Data.

5.4. Service Data Safeguards. (i) Vistaly will not sell, rent, or lease Service Data to any third party, and will not share Service Data with third parties, except as permitted by this Agreement and to provide or secure the Services. (ii) Vistaly will maintain commercially reasonable appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Service Data.

5.5. Data Breach Notification. In the event Vistaly becomes aware of any unauthorized access to, or acquisition, disclosure, or use of, Service Data (a "Data Breach"), Vistaly will: (a) notify Customer in writing without unreasonable delay, and in no event later than seventy-two (72) hours after becoming aware of the Data Breach; (b) promptly investigate the Data Breach, take commercially reasonable steps to mitigate its effects, and keep Customer reasonably informed of the status of the investigation; (c) provide Customer with such information as Customer may reasonably request regarding the nature and scope of the Data Breach, including the categories and approximate number of data subjects and records concerned, the likely consequences, and the measures taken or proposed to address the Data Breach; and (d) reasonably cooperate with Customer in Customer's efforts to comply with applicable breach notification laws and regulations.

Section 6. Privacy Practices.

6.1. Privacy Policy. Vistaly operates the Services and, as applicable, handles Personal Data, pursuant to the privacy policy available at vistaly.com/privacy-policy.

6.1.1. Customer as Controller. To the extent Service Data constitutes Personal Data, the Parties agree that Customer determines the purpose and means of processing such Personal Data, and Vistaly processes such information on behalf of Customer.

6.2. Hosting and Processing. Service Data will be hosted in the region selected by Customer at the time of account creation (United States or European Union). Vistaly will not store Service Data at rest outside of Customer's selected region. Vistaly may process Service Data in other regions as necessary to provide or secure the Services (e.g., for content delivery or disaster recovery), provided that appropriate data transfer safeguards are maintained in compliance with applicable law.

6.3. Sub-Processors. Customer acknowledges and agrees that Vistaly may use third-party data processors engaged by Vistaly who receive Service Data from Vistaly for processing on behalf of Customer and in accordance with Customer's instructions (as communicated by Vistaly) and the terms of its written subcontract (the "Sub-Processors"). Such Sub-Processors may access Service Data to provide or secure the Services. Vistaly will be responsible for the acts and omissions of Sub-Processors to the same extent that Vistaly would be responsible if Vistaly was performing the services directly under the terms of this Agreement. The names and locations of all current Sub-Processors used for the processing of Personal Data under this Agreement, if any, are listed at vistaly.com/sub-processors . Vistaly will provide Customer with at least fourteen (14) calendar days' prior written notice of any new Sub-Processor, including the name, location, and nature of processing. If Customer reasonably objects to a new Sub-Processor on data protection grounds, the Parties will work in good faith to resolve the objection within seven (7) working days. If no resolution is reached, Customer may terminate the affected subscription upon written notice.

6.4. Data Processing Addendum. To the extent that Vistaly processes Personal Data on behalf of Customer, the terms of the Data Processing Addendum available at vistaly.com/dpa apply and are incorporated into this Agreement. By using the Services, Customer agrees to the terms of the Data Processing Addendum.

Section 7. Intellectual Property Rights. Each Party will retain all rights, title and interest in any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights ("Intellectual Property Rights"), and Vistaly and its licensors in particular will exclusively retain such rights in the Services and all components of or used to provide the Services. No rights are granted to Customer except as expressly set forth in this Agreement. If Customer or any Authorized User provides suggestions, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), Customer hereby grants Vistaly a non-exclusive, royalty-free, worldwide, and perpetual license to use, modify, and incorporate such Feedback into the Services or Vistaly's other products and services. Feedback will not be considered confidential. Nothing in this Section obligates Customer to provide any Feedback.

Section 8. Representations, Warranties, and Disclaimers.

8.1. Authority. Each Party represents that it has validly entered into this Agreement and has the legal power to do so.

8.1.1. Customer Warranties. Customer represents and warrants that: (a) all information provided to Vistaly in connection with Customer's registration for and use of the Services is accurate and complete, and Customer will promptly update such information to maintain its accuracy; (b) Customer's use of the Services and all Service Data will comply with applicable laws and regulations; and (c) Customer has all necessary rights, licenses, and consents to provide Service Data to Vistaly for processing as contemplated by this Agreement, and such Service Data does not infringe or misappropriate any third party's intellectual property rights or violate any third party's rights of privacy or publicity.

8.2. Warranties. Vistaly warrants that during an applicable Term: (i) the services will be performed in a professional and workmanlike manner, in accordance with industry standards; (ii) Vistaly has all necessary rights to provide the Services; (iii) Vistaly will perform the Services in material compliance with applicable data protection and privacy laws; and (iv) Vistaly will maintain commercially reasonable administrative, physical, and technical security safeguards designed to protect the confidentiality, integrity, and availability of Service Data. If Vistaly breaches a warranty in this Section, Customer will notify Vistaly in writing, and Vistaly will use commercially reasonable efforts to cure such breach within thirty (30) days. If Vistaly fails to cure within such period, Customer may terminate this Agreement pursuant to Section 3.2.

8.2.1. AI-Powered Features. Certain features of the Services utilize artificial intelligence and machine learning technologies. AI-generated outputs, including but not limited to interview summaries, opportunity solution trees, and synthesized insights, are provided for informational purposes and are not guaranteed to be accurate, complete, or suitable for any particular purpose. Customer acknowledges that AI-generated content should be reviewed by qualified personnel before reliance or use in decision-making. Vistaly does not warrant that AI-generated outputs will be error-free or meet Customer's specific requirements.

8.3. Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND VISTALY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT VISTALY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM VISTALY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE PARTIES ADDITIONALLY AGREE THAT VISTALY WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR CUSTOMER'S VARIOUS COMPLIANCE PROGRAMS, AND THAT THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CUSTOMER IN MEETING THE VARIOUS COMPLIANCE OBLIGATIONS FOR WHICH IT SOLELY IS RESPONSIBLE. FOR THE AVOIDANCE OF DOUBT, THE DISCLAIMERS IN THIS SECTION 8.3 DO NOT LIMIT OR MODIFY VISTALY'S EXPRESS WARRANTIES IN SECTION 8.2 OR ITS DATA PROTECTION OBLIGATIONS IN SECTIONS 5 AND 6.

SECTION 9. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER'S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF VISTALY), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF THIS AGREEMENT OR THE SERVICES WILL IN NO EVENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO VISTALY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM (THE "GENERAL CAP").

NOTWITHSTANDING THE FOREGOING, THE GENERAL CAP SHALL NOT APPLY TO: (A) EITHER PARTY'S LIABILITY ARISING FROM FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE; (B) CUSTOMER'S PAYMENT OBLIGATIONS FOR FEES DUE UNDER THIS AGREEMENT; OR (C) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF VISTALY WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. VISTALY HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT.

Section 10. Miscellaneous.

10.1. Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior agreements, between Vistaly and Customer regarding the subject matter hereof.

10.2. Assignment. Either Party may, without the consent of the other Party, assign this Agreement to any affiliate or in connection with any merger, change of control, or the sale of all or substantially all of such Party's assets provided that (1) the other Party is provided prior notice of such assignment and (2) any such successor agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

10.3. Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

10.4. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

10.5. Notices. All notices under this Agreement will be delivered by electronic mail. Vistaly will send notices to the electronic mail address provided for Customer's account owner. Customer must send notices to Vistaly at legal@vistaly.com . All notices shall be deemed to have been given immediately upon delivery by electronic mail.

10.6. Governing Law, Jurisdiction, Venue. This Agreement will be governed by the laws of the Commonwealth of Virginia, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in the Commonwealth of Virginia. Customer hereby expressly agrees to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this Agreement or access to or use of the Services by Customer, its agents, or Authorized Users.

10.7. Compliance. Customer agrees to use the Services in compliance with all applicable export control and sanctions laws.

10.8. Amendments. This Agreement may only be amended by Vistaly providing at least thirty (30) days' prior written notice to Customer of any material changes. Continued use of the Services after the effective date of such changes constitutes acceptance. Vistaly's failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.

10.9. Force Majeure. Neither Party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure results from causes beyond such Party's reasonable control, including but not limited to acts of God, natural disasters, pandemics or epidemics, government actions or orders, terrorism, war, civil unrest, failures of third-party telecommunications or power supply, or denial-of-service attacks. The affected Party will promptly notify the other Party of the force majeure event and use commercially reasonable efforts to mitigate its effects. If a force majeure event continues for more than sixty (60) days, either Party may terminate this Agreement upon written notice to the other Party.

Section 11. Accessibility. The Services have been built with accessibility in mind. If Customer encounters accessibility issues while using the Services, Customer should contact Vistaly at: accessibility@vistaly.com so that Vistaly can address the issue(s).