Terms of service. The agreement for working with Vistility.

• These terms cover everything Vistility provides: software we build for you, products we run for many customers, hosting, care plans and support.
• Every project starts with a written quote. The quote says what we will do, what it costs and what is not included.
• What we make for you is yours once it is paid for. Your data is always yours.
• Hosting, care plans and subscriptions are billed monthly. Either of us can end them with 30 days’ notice.
• We work to keep everything we host running around the clock, but we do not promise a fixed uptime unless we agree one with you in writing.
• If you leave, you take your code, your data and your logins with you, and we help with the move.
• The full terms below are what count. If anything is unclear, ask us before you sign.

Vistility Inc. (“Vistility”, “we”, “us”) is a software studio based in New York, NY. We design, build, host and look after websites, apps, dashboards, AI assistants and other software for businesses. We also run our own hosted products, such as ParkIQ for parks and entertainment centers, which many businesses use on a subscription.

You can reach us at [email protected] about anything in these terms.

These terms are the agreement between Vistility and the business that works with us (“you”). They cover all of our services:

• Projects: websites, apps, dashboards, integrations, AI assistants and other software we design and build for you.
• Hosted products: software we own and run for many customers, which you use on a subscription.
• Hosting and care: running, updating, backing up and monitoring websites and software, and the domains, email and storage we manage for you.
• Monthly product work, support, audits and advice.

Your quote, order form, statement of work or other written agreement with us (“your order”) says which of these you have and what they cost. Where your order says something different from these terms, your order wins.

The people you allow to use what we build or run for you, such as your managers and staff (“users”), must follow these terms too, and you are responsible for making sure they do. By signing an order, or by using our services, you accept these terms on behalf of your business, and you confirm you are allowed to do that.

• Before a project starts, we send a written quote with the scope, the price, the timeline and what is not included. Work starts once you accept it and pay any deposit it asks for.
• If you want something different partway through, we write up the change with its cost and its effect on the timeline, and only start it once you agree.
• We need one person on your side who can answer questions and look at work in progress. You give us the content, access and decisions the work needs. If we are waiting on any of these, the timeline moves by the same amount.
• You see working versions as we build, not only at the end. When something is delivered or launched, tell us within 30 days about anything that does not do what the quote says, and we fix it at no extra charge.

New work after that, or changes to what was agreed, is quoted separately or done under a care plan or monthly product work.

• What we make for you. Once it is paid for in full, you own the code, designs and content we create specifically for you. Until then, you may use it to review and test the work.
• Our own tools. We reuse know-how and small general-purpose building blocks across clients, never your data, designs or business logic. We keep owning those building blocks, and you get a permanent, free right to use them as part of what we built for you.
• Open-source and other companies’ parts. Software we build may include open-source or licensed components. They come under their own licenses, which we tell you about.
• Our hosted products. Vistility owns the products it runs for many customers, including their software, design, help guides and everything we build into them. While you subscribe, you may use them for your own business under these terms. That right cannot be passed to anyone else.
• Your materials. Your logos, content and data stay yours. You allow us to use them only to do the work and run the services for you.
• Showing our work. If a project appears in our portfolio, you are not named and every screen is redrawn with sample data, unless you agree to something else.
• Ideas you send us. We may use suggestions to improve our services without owing you anything for them.

In software we host or run for you, your administrators decide who can sign in and what each person can see. In return, you agree to:

• give each person their own login, and never share one login between people;
• keep passwords private and hard to guess;
• remove access promptly when someone leaves or no longer needs it;
• tell us straight away if you think someone has signed in who should not have.

You are responsible for what happens under your accounts. We may ask a user to reset a password, or pause a login, when we see signs that it has been misused.

“Your data” means everything you, your users, your customers or the services you connect put into software we build, host or run for you: for example sales and booking figures, customer and staff details, messages, files, photos, and camera pictures or recordings.

• You own your data. These terms do not give us any ownership of it.
• We use it only to provide our services to you: to store it, show it, process it as the software is designed to, keep it safe, back it up, fix problems and answer your support requests. We also follow your reasonable instructions about it.
• We do not sell your data or share it with anyone, and we do not use it to advertise.
• Our staff look at your data only when they need to: to build, run or repair what we provide, to keep it secure, or because you asked for help.
• We may use counts about how our systems are running (such as speed, errors and sign-ins) to improve them. These never identify your business, your customers or your staff to anyone else.

You are responsible for having the right to give us your data. That includes telling your customers and staff how their information is used, as the privacy laws that apply to you require. If you use cameras or sound recording, you are responsible for the signs, notices and consent your local law requires.

We protect your data with reasonable technical and organisational measures. We encrypt connections, keep each customer’s data apart, limit our own staff’s access to the people who need it, keep software updated and take regular backups. Before we build, we write down where each kind of data will live and who can reach it.

We use a small number of other companies to provide our services, for example for hosting, file storage, email delivery and AI features. They handle your data only to provide their service to us, under their own security commitments. We will tell you which ones we use if you ask.

When something we build takes card payments, the card details go straight to a payment processor, not to our servers or yours.

If we learn that someone has got at your data without permission, we will tell you without undue delay, explain what we know, and help you respond.

You and your users must not use anything we build, host or run to:

• do anything illegal, or store, publish or send content you have no right to use;
• get into accounts, data or systems that are not yours, or test, probe or get around their security without our written agreement;
• overload our systems, or copy large amounts of a hosted product with automated tools, other than through the exports and connections it offers;
• copy, take apart or rebuild our hosted products, or use them to build a competing product;
• upload anything harmful, such as viruses or malicious code;
• send spam, or record or track people in ways the law does not allow;
• resell our hosted products, or let another business use them, unless we have agreed that in writing.

If we see use that breaks these rules, we may stop it, and we will tell you what we saw.

What we build or run usually connects to the systems you already use, whichever company makes them. That includes:

• point-of-sale, booking, ticketing and online ordering systems;
• payment processors, payroll, scheduling and accounting software;
• business listings, review sites, social media accounts and marketing tools;
• email, calendar and file-storage accounts;
• network equipment, cameras and other devices on site.

Which ones you connect is up to you, and you can use more than one of each kind.

• When you connect one, you allow our software to read from it, and where the connection offers it, to make changes in it (such as updating your opening hours), on your behalf and within the permissions you grant.
• Changes our software sends to another service happen only when one of your users asks for them. Check that they look right.
• Your use of each of those services is between you and that company, under its own terms and prices. Their fees, such as app store, domain, map or usage charges, are yours unless your order says we include them.
• We do not run those services. We are not responsible for their outages, mistakes in the data they send, or changes they make. If one of them changes or withdraws what it offers, we may have to change or stop that connection, and we will tell you what that means for you.
• You can disconnect a service at any time. Data that already came in from it stays part of your data.

• Domains we register for you are registered in your name. While we look after them, we renew them on time and tell you before we change anything on your domain.
• We plan moves between hosts so that your site stays up and your email keeps arriving.
• You can host what we build yourself or somewhere else. If you do, we set it up there, and its uptime and security are then the job of whoever runs it.
• Your care plan or order says what is included each month, such as updates, backups, monitoring, small fixes and time for changes.

Some software we build or run uses artificial intelligence, such as assistants that answer questions from your data, written summaries and suggested drafts.

• To answer a request, the feature sends the part of your data that request needs to an AI provider we have a contract with. The provider uses it to produce the answer.
• Before an AI feature we build for you goes live, we show you which outside services it uses and what each one receives.
• AI answers can be wrong or incomplete. Check them before you rely on them, especially for money, staffing, safety or legal decisions. You are responsible for what you do with them.
• Where an AI feature offers to change something, such as your website hours, nothing changes until a person confirms it.
• If you would rather not use AI features in one of our hosted products, tell us and we will switch them off for your business.

• Projects are priced in the quote and usually paid in stages: a deposit to start, then payments tied to milestones you can see, such as design sign-off and launch. Each invoice is due by the date shown on it.
• Monthly services (hosting, care plans, monthly product work and hosted products) are billed monthly at the price in your order. Unless your order says otherwise, we bill in arrears: the invoice dated the 1st of each month covers the month before, and is due on the 10th.
• Hosted products are priced per location, per user or per plan, as your order says.
• Payment is by bank transfer to the account shown on the invoice, unless the invoice offers another way.
• New York sales tax is added where it applies, along with any other tax the law requires us to charge. You pay the taxes on what you buy from us; we pay the taxes on our own income.
• If you think an invoice is wrong, tell us within 30 days of its date. We will look into it, and you only need to pay the part that is not in question while we do.
• Project prices are fixed by the quote you accept. We may change the price of a monthly service by telling you at least 30 days before the month the new price applies to.

We send a reminder before an invoice is due and a notice if it becomes past due. If an invoice is still unpaid 30 days after its due date, we may pause project work or suspend a service, after telling you we are about to.

We work to keep everything we host running around the clock, and we watch it from the outside so we notice problems quickly, often before you do. But no online service is available every minute. Unless we agree a written service level with you, we do not promise any particular uptime, and nothing on our websites is a promise of one.

When we plan maintenance that may interrupt a service, we try to do it outside your business hours and to say so in advance. Live state and past incidents for our hosted products are on our system status page.

Some interruptions come from outside our control, such as problems at other companies’ services, internet providers, or the data centers we host with. We will still help you work around them where we can.

We improve our hosted products all the time, and their features may change. If we remove a major feature you use, we will tell you at least 30 days before. Software we build for you changes only when you agree.

Email [email protected], or use the support options inside our hosted products. The people who built it pick it up. Your care plan or order says how quickly we respond; otherwise we answer during New York business hours, within two business days at the latest. Problems that stop your business from working come first.

We may suspend all or part of a service we host or run, or a single login, if:

• an invoice is more than 30 days past due, after we have told you;
• the service is being used in a way that breaks these terms or the law; or
• we need to, to stop a security threat to you, to other customers or to our systems.

We will tell you before we do it where we can, and straight afterwards where we cannot. We limit a suspension to what is needed, and we lift it as soon as the reason is fixed. Your data is kept safe while a service is suspended.

• Monthly services run month to month unless your order says otherwise. Either of us can end one by giving 30 days’ notice by email.
• You can stop a project at any time by telling us in writing. You pay for the work done up to then, and any costs we have already committed to for you, and you own what was made so far once that is paid.
• Either of us can end the agreement sooner if the other seriously breaks these terms and does not put it right within 30 days of being told.

When a service ends, you take everything with you:

• the code we made for you, the logins, the hosting and domain details, and notes on how it all fits together;
• an export of your data in common formats, such as spreadsheets and the original files. Ask for it within 30 days of the end date;
• help with the move to your new host or provider. Once you confirm you have everything, we close our access.

After that we delete your data from our live systems. A final backup copy is kept for up to 90 days in case you need something back, and is then deleted. We keep only what the law requires us to keep, such as invoices. You pay for services up to the end date, and nothing after it.

Each of us may see information about the other that is not public, such as your figures and plans, or our prices and methods. Each of us will use the other’s confidential information only for this agreement, protect it with reasonable care, and share it only with people who need it and are bound to keep it confidential, unless the law requires otherwise.

We do the work with reasonable skill and care, and what we deliver will do what the quote says, as set out under “Quotes, projects and changes”. Apart from that, our services are provided “as is” and “as available”.

To the extent the law allows, we make no other promises, express or implied, including about merchantability, fitness for a particular purpose or non-infringement. We do not promise that any service will be uninterrupted or free of errors, or that data from other companies’ services is accurate. Forecasts, insights and other estimates in our software are guides to help you decide, not guarantees.

To the extent the law allows:

• neither of us is liable for indirect or consequential losses, or for lost profits, revenue, business, goodwill or data, even if they were foreseeable;
• each side’s total liability under these terms is limited to the fees you paid us in the 12 months before the event that caused the claim, for the service the claim is about.

These limits do not apply to your duty to pay our invoices, to a breach of the acceptable use rules, to the promises in “Claims from others”, or to anything that cannot be limited by law, such as fraud.

You will defend Vistility against claims brought by someone else because of your data or materials, or because you or your users broke these terms, and pay the costs and damages that result.

We will defend you against claims brought by someone else that work we created for you, or one of our hosted products, infringes their intellectual property, and pay the costs and damages that result. This does not cover your own materials, or other companies’ components you asked us to use. If such a claim happens, we may change the work so it no longer infringes, or end the affected service and refund fees you paid in advance for it.

Whoever is asking for the defense must tell the other side promptly, let them run it, and help reasonably.

We may update these terms. The date at the top of this page shows when they last changed. If a change matters to how you use our services or what you pay, we will email your account contacts at least 30 days before it takes effect. If you do not agree with it, you can end the affected service before then. A change never alters a quote you have already accepted. Using our services after a change takes effect means you accept it.

These terms are governed by the laws of the State of New York, without regard to its conflict-of-law rules. If a disagreement comes up, we will both first try to settle it by talking, for at least 30 days. If that does not work, the state and federal courts in New York County, New York, decide it, and both of us agree to their jurisdiction.

• These terms, with your order, are the whole agreement about our services.
• Neither of us may transfer this agreement to someone else without the other’s written consent, except to a business that takes over all or most of our business.
• Neither of us is responsible for delays or failures caused by events outside our reasonable control, such as natural disasters, wide internet outages or acts of government.
• We send notices to the email addresses on your account. You send notices to us at the address below.
• If a court finds part of these terms unenforceable, the rest still applies. Not enforcing a term straight away does not mean giving it up.
• We are independent businesses. Nothing here makes either of us the other’s partner, employee or agent.

Vistility Inc., New York, NY. Email [email protected].

How vistility.com itself handles the details you send us is in our privacy notice.