Terms and Conditions

Master Services Agreement

Version 1.0 Last updated 17th September 2020.

Our Master Services Agreement is an agreement between you and Visit Time that governs your use of Visit Time services and products. Our Master Services Agreement incorporates our Data Protection Addendum and Acceptable Use Policy.

Documentation
1. This Master Services Agreement (“MSA”), the applicable Order Form, the Visit Time Acceptable Use Policy, all Data Protection Addendums, and any other documents expressly incorporated by reference (together the “Agreement”), govern your use of Visit Time’s services including a purchased service plan, a Free Trial or the use of Beta Services (the “Services”) and is an agreement between Visit Time LLC and you, the Customer.
2. If you are accepting the Agreement on behalf of a company or other legal entity (“Your Company”) you hereby represent that you have full legal authority to bind Your Company and its Affiliates to the terms of the Agreement, in which case the term “Customer” shall refer to such entity and, if applicable, its Affiliates.
Definitions
1. Capitalized terms have the definitions as set forth below or inline in this Agreement.
  1. “Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with the subject entity, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
  2. “Application Data” means all data, including text, sound or image files that are provided to Visit Time by, or on behalf of, Customer through Customer’s use of the Services, including Personal Data;
  3. “Beta Services” means Visit Time Services or functionality that may be made available to customers to try which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description;
  4. “Confidential Information” means any information or material that is disclosed by a Party to the other Party, and which is identified, either verbally or in written form, as confidential or proprietary or which, given the nature of the information or material, should reasonably be understood to be confidential or proprietary, including but not limited to all information (appearing in whatever medium) relating to business plans, sales and marketing methods, customers and customer lists, personally identifying information, data, designs, financial information, forecasts, inventions, know-how, methods, market analysis, patents, pricing, products, prerelease offerings, procedures, programs, research and development, security policies and processes, source and object code, strategies and other works of authorship of the Disclosing Party. For the avoidance of doubt, Confidential Information shall not include Application Data. The party disclosing Confidential Information is the “Disclosing Party” and the party receiving Confidential Information is the “Receiving Party”.
  5. “Free Trial” means Services that Visit Time makes available to customers as a free trial;
  6. “Free Services” means together any free Beta Services and Free Trial;
  7. “Non-Visit Time Application” means any application, software, plug-in, or other software application functionality that interoperates with the Services and is provided by Customer or a third party;
  8. “Visit Time” means Visit Time TV LLC., 4747 N. Ocean Dr. Suite 224 Lauderdale-by-the-Sea, FL 33308, USA and its Affiliates;
  9. “Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between you and Visit Time;
  10. “Personal Data” means any information relating to:
    1. An identified or identifiable natural person; and
    2. A legal entity. where such information is protected similarly as personal data or personally identifiable information under applicable data protection laws and regulations. Where for each (i) or (ii), such data is Application Data;
  11. “Personal Data Breach” means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data;
  12. “Service Documentation” means the applicable Services’ documentation, and its usage guides and policies, as updated from time to time and made available on our web site or via login to our Services; and
  13. “Services” means the SaaS products and other activities to be supplied to or carried out by, or on behalf of, Visit Time for Customer pursuant to the MSA.
Data Protection Addendum
1. The terms of the Data Processing Addendum(s) (“DPA”) are hereby incorporated by reference, and shall apply to the extent that Application Data includes Personal Data.
2. To the extent that we process personal data from the European Economic Area (“EEA“), the United Kingdom, or Switzerland on your instructions, the EU-US or Swiss-US Privacy Shield, or the Standard Contractual Clauses shall apply, as further set out in the DPA.
3. For the purposes of the Standard Contractual Clauses, you and your applicable Affiliates are each the data exporter, and Customer’s acceptance of this MSA shall be treated as an execution of the Standard Contractual Clauses and their Appendices.
Acceptance of Agreement
1. You indicate that you accept the terms of the Agreement by:
  1. Creating a Visit Time account;
  2. Purchasing a Service Plan, using a Free Trial or Beta Services;
  3. Checking a box indicating acceptance;
  4. Using our Services; or
  5. Executing a separate Order Form that references this MSA.
2. We may change the terms of this MSA at any time. Using the Services after the changes become effective means you agree to the new terms. If you don’t agree to the new terms, you must stop using the Services and delete your Visit Time account.
Term
1. This MSA is effective from the earliest of;
  1. The date the first Order Form is executed by ourselves and you; or
  2. You create a Visit Time account (the “Effective Date”);
  and remains in effect until terminated.
Services
1. Notwithstanding any reference to the term “license” in the Service Documentation or otherwise, Visit Time Services are provided as a service based on Visit Time software, and neither source nor object code of the software used to provide the Service is delivered or licensed to you or any end user, nor are you or any end user entitled to access programming code.
Limitation of liability
1. IN NO EVENT SHALL EACH PARTY’S AND ALL OF ITS AFFILIATES’ LIABILITY, TAKEN TOGETHER IN THE AGGREGATE, ARISING OUT OF OR RELATED TO THE AGREEMENT BETWEEN VISIT TIME AND YOU AND YOUR AFFILIATES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE OTHER PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE 60 MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 7.1 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SERVICE PLAN CHARGES AND CONSULTING FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN.
2. FOR THE AVOIDANCE OF DOUBT, OUR TOTAL LIABILITY FOR ALL CLAIMS FROM YOU AND ALL OF YOUR AFFILIATES ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL APPLY IN THE AGGREGATE FOR ALL CLAIMS UNDER BOTH THE MASTER SERVICES AGREEMENT AND ALL DATA PROCESSING ADDENDUMS ESTABLISHED UNDER THIS AGREEMENT, INCLUDING BY YOU AND ALL AFFILIATES, AND, IN PARTICULAR, SHALL NOT BE UNDERSTOOD TO APPLY INDIVIDUALLY AND SEVERALLY TO YOU AND TO ANY OF YOUR AFFILIATES THAT IS A CONTRACTUAL PARTY TO ANY SUCH DATA PROCESSING ADDENDUM.
3. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. EXCEPT FOR ANY ACTION BY VISIT TIME FOR NON-PAYMENT, NEITHER PARTY MAY BRING ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MORE THAN 12 MONTHS AFTER THE DATE THE CLAIM AROSE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.
5. THE LIMITATION OF LIABILITY STATED IN CLAUSES 7.1 AND 7.2 DO NOT APPLY TO A PARTY’S:
  1. CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS;
  2. LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT;
  3. LIABILITY FOR DEATH OR PERSONAL INJURY; OR
  4. VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
Insurance coverage
1. During the term of this MSA, Visit Time will maintain commercially reasonable insurance coverage in connection with its performance under the Agreement.
Creating a Visit Time account
1. You must create an account through our website to purchase a service plan or use our free services. The user creating the account will be assigned as the account administrator.
2. The account administrator may assign, or add, other individuals to the account as additional administrators or members (together the “Users”). Users may include, for example, employees, Affiliate employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.
3. To create a User account, you will be asked to provide certain information including a name and email address. You agree that at all times during the term of this Agreement, User information will be accurate, complete, and current. We hold User’s personal information in accordance with the terms of our Privacy Notice. Please be sure to read it carefully.
4. You agree that we may protect and improve our Services through analysis of your use of our Services.
Our obligations to you
1. We will:
  1. Make our Services available to you pursuant to the Agreement during the term of your service plan, conditional on the payment of all fees specified in your Order Forms;
  2. Provide you with commercially reasonable technical support via telephone and email;
  3. Provide the Services in accordance with laws and government regulations applicable to us in the provision of our Services to our clients generally (i.e., without regard for your particular use of the Services), and in accordance with the Agreement;
  4. Not collect or use any Application Data except as necessary to provide our Services to you;
  5. Not sell, rent, lease, disclose, disseminate, make available, transfer, or otherwise communicate orally, in writing, or by electronic or other means, Application Data to another business, person, or third party for monetary or other valuable consideration; and
  6. Make our Services available at least 99.9% of the time during any 30-day period except for:
    1. Planned downtime, of which we will give advance electronic notice;
    2. Any unavailability caused by the integration of our Services by you with a Non-Visit Time Application; or
    3. Any unavailability caused by circumstances beyond Visit Time’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, pandemic, civil unrest, act of terror or widespread Internet service provider failure or delay.
Your obligations to us
1. You and your Users will use our Services only in accordance with the Agreement, the Visit Time Acceptable Use Policy, government regulations and applicable law, including applicable data protection law.
2. In accordance with our Acceptable Use Policy you and your Users will not use our Services to collect or store bank account numbers, bank routing numbers, credit or debit card numbers, CVC numbers, credit scores, income, net worth or how much debt someone has, government-issued identifiers, including social security numbers, passport numbers, driving license numbers, data concerning criminal convictions, sentencing, fines, and other rulings issued in judicial or administrative proceedings, usernames or passwords.
3. You have sole responsibility for complying with data protection law that requires providing notice, disclosure, or obtaining consent prior to transferring Application Data to us for processing purposes.
4. You are responsible for ensuring that our processing of Application Data in accordance with your instructions will not cause us to violate any applicable law, regulation, or rule, including, without limitation, data protection law.
Your data
1. Both parties acknowledge and agree that;
  1. We process Application Data under your instructions and directions in accordance with the provisions of the Agreement, and that we have no direct control or ownership of Application Data;
  2. You grant to us a worldwide, perpetual, irrevocable, royalty free license to use and incorporate into our Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or your end users relating to the operation of our Services.

Deletion of account and Application Data

1. We will delete all your account and Application Data in accordance with the following schedule:

Type of data	Retention and deletion procedures
Customer and Application Data held in a Visit Time account (with a paid service plan) when you delete your account or there is a payment failure	After 30 days we will delete all account data, (including name, email and payment details), together with all your Application Data from our production databases. After a further 30 days, account and Application Data will be deleted from our backup systems.
Customer and Application Data held in a non-paid account with an expired trial, or when you delete your non-paid account.	After 60 days (unless you have started a trial of another one of our products, or you have purchased a paid service plan) we will delete all account data (including name and email) together with all your Application Data from our production databases. After a further 30 days, account and Application Data will be deleted from our backup systems.

We reserve the right to retain aggregated or anonymized statistics and metrics that we have gathered from your use of our Services for analytical purposes.
We reserve the right to contact you using your contact information during the 30-day period between the date you delete your account, and the date we delete your account data from our systems.

Security
1. We will maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality and integrity of Application Data, as detailed further on the Security page on our web site. Those safeguards will include measures designed to prevent unauthorized access to, or disclosure of Application Data.
2. You are responsible for reviewing the information we make available regarding our data security, including our audit reports, and you should make an independent determination as to whether the Services meet your requirements and legal obligations, including your obligations under applicable data protection law and our Agreement.
Visit Time Warranties
1. We warrant that during an applicable service plan term:
  1. The Agreement will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Application Data;
  2. We will not materially decrease the overall functionality or security of the Services; and
  3. The Services will perform materially in accordance with the applicable Service Documentation.
2. Except for the warranties stated in this clause 15, Visit Time makes no representation or warranty about the Services, including any representation that the Services will be uninterrupted or error-free. To the fullest extent permitted under applicable law, Visit Time disclaims any implied or statutory warranty, including any implied warranty of title, non-infringement, merchantability or fitness for a particular purpose.
Mutual indemnification
1. Visit Time will defend and indemnify Customer and its Affiliates from and against all third-party claims to the extent resulting from, or alleged to have resulted from:
  1. The Services’ infringement of a third party’s intellectual property right; or
  2. Visit Time’s material breach of this Agreement.
2. Customer will defend and indemnify Visit Time from and against all third-party claims to the extent resulting from, or alleged to have resulted from:
  1. The infringement of a third party’s intellectual property right by any Application Data entered into our Services or otherwise provided by you; or
  2. Your material breach of the Agreement.
3. Each party will promptly notify the other in writing of any third-party claim. The indemnifying party will control the defense of the claim and obtain the other party’s prior written approval of the indemnifying party’s settlement or compromise of a claim. The indemnified party will not unreasonably withhold or delay its approval of the request for settlement or compromise and assist and cooperate in the defense as reasonably requested by the indemnifying party at the indemnifying party’s expense.
Fees and payment
1. You will pay all fees specified in Order Forms. Fees are based on service plans purchased and not actual usage.
2. You authorize us to charge the debit card, credit card, charge card, bank account or PayPal account that you provide to us in your account for the Services purchased by you. It is your responsibility to keep your payment details updated at all times. Failure to do so may result in suspension and ultimately termination of your account and deletion of your Application Data. You will continue to be charged for the suspended or terminated service plan until the balance of invoices due and owing is paid in full.
Automatic renewal and term
1. The “Initial Service Plan Period” commences on the data you purchase a paid service plan from us and continues for the duration of the service plan period identified in an Order Form.
2. Upon the expiration of the Initial Service Plan Period, the Agreement will automatically renew for successive periods (each, a “Renewal Service Plan Period”) equal in duration to the Initial Service Plan Period.
3. Each Renewal Service Plan Period will be charged to you at the then current fees.
Recovering from a failed recurring payment
1. If we are unable to process your payment for a Renewal Service Plan Period at the start of your new billing cycle, you will immediately receive an email notification.
2. You will have a grace period to resume your service plan with a new payment method. During this time, you can continue to use our Services as normal.
3. If you do not resume your service plan after the grace period, your account will move to payment failure status. This means you will not have access to our Services, however, your data and account setup configuration is kept intact and you can still sign in to your Visit Time Account and access the billing section to resume your service plan.
4. If you fail to resume your service plan within 30 days from the end of your previous billing cycle then your account will be permanently deleted in accordance with clause 13 “Deletion of Account and Application Data”.
5. We will send you email notifications when your payment cannot be processed, when the account goes into payment failure status, and again 3 days before your account and Application Data is set to be deleted.
Service plan upgrades or downgrades
1. If you add additional users or products to your service plan during your service plan period, the fees for the additional purchases will be adjusted as follows:
  1. Additional users or products are immediately added to your Visit Time Service Plan and available for you to assign to users; and
  2. On your next monthly billing date, you will be charged the prorated adjustment for the additional users or products added to your service plan during your previous billing cycle, together with the full amount for the total number of users or products on your service plan product for the following monthly billing cycle.
  3. Additional users or products are immediately added to your Visit Time Service Plan and available for you to assign to users;
  4. You are immediately charged for the annual service plan rate for the users or products that you have added to your service plan for the remainder or your current yearly billing cycle; and
  5. On your next annual billing date, you will be charged the full amount for the total number of users or products on your service plan for the following yearly billing cycle.
Termination
1. You can delete your Visit Time Account at any time in the Account settings section of your Visit Time Account. When you delete your Visit Time Account, your data will be permanently deleted for all Services and for all Users of your account. Any credit cards details used to make a purchase that we hold in our PCI compliant billing database, as well as associated personal data, are permanently deleted.
2. You understand and acknowledge that cancellation of our Services shall have the effect of terminating the Agreement, and that you remain responsible for the payment of all applicable fees for the current service plan period.
Termination for cause and refund
1. 1. Either party may terminate the Agreement if the other party materially breaches this MSA and fails to cure the breach within 30 days after receiving written notice of the breach (“Effective Date of Termination”). Any notice must specify in reasonable detail the nature of the alleged material breach.
2. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the Effective Date of Termination.
3. If this Agreement is terminated by you in accordance with this clause 22, no refunds will be given covering the remainder of the term. You will still have access to your account until the end of the current term.
4. If this Agreement is terminated by us in accordance with this clause 22, you will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law.
Confidentiality
1. The Receiving Party agrees to hold in confidence and not use or disclose to anyone Confidential Information of the Disclosing Party, except as necessary to carry out the terms of this Agreement, or as expressly authorized by the Disclosing Party in writing, and agrees to limit access to Confidential Information of the Disclosing Party to employees and contractors of the Receiving Party who have signed agreements containing confidentiality and data security protections no less stringent than those herein.
2. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, the Receiving Party agrees, to the extent allowed by applicable Laws, to give the Disclosing Party prompt notice of the compelled disclosure. The Receiving Party further agrees to give reasonable assistance to the Disclosing Party, to the extent legally permitted, and at the Disclosing Party’s expense, in any contest by the Disclosing Party to the compelled disclosure.
3. Confidential Information does not include information that:
  1. Became publicly known through no fault of the Receiving Party;
  2. Was properly and lawfully known to the Receiving Party, without restriction, prior to disclosure by the Disclosing Party;
  3. Became properly and lawfully available to the Receiving Party through a third party; or
  4. Was independently developed by the Receiving Party.
Integrating Visit Time with non-Visit Time applications
1. You may integrate your Visit Time account with Non-Visit Time Applications. By using Non-Visit Time Applications, you instruct and grant permission to us to allow the entity providing the application to access Application Data as required for the Non-Visit Time Applications to operate with our Services.
2. You are responsible for compliance with applicable terms of service of the Non-Visit Time Application provider and must promptly remove, modify or disable any Non-Visit Time Application that violates any applicable laws or third-party rights.
General provisions
1. Export compliance. The Services and other technology we make available, and derivatives thereof may be subject to export laws and regulations of the United States of America (“USA”) and other jurisdictions. Each party represents that it is not named on any USA government denied party list. You shall not permit Users to access or use any of the Services in a USA embargoed country or in violation of any USA export law or regulation.
2. Anti corruption. Both parties shall always act in accordance with applicable law including, without limitation, all applicable anti-corruption laws. A breach of this paragraph shall be considered a material breach of the Agreement entitling the non breaching party, without regard to any other clause in the Agreement:
  1. To immediately terminate the Agreement and any other agreement between parties without prior notice; and
  2. To compensation for any and all damages caused by such breach without regard to clause 7, “Limitation of Liability”.
3. Entire agreement and order of precedence. The Agreement is the entire agreement between Visit Time and you regarding your use our Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a purchase order or in any other Customer order documentation (excluding Order Forms) is void.
4. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be:
  1. The applicable Order Form;
  2. This MSA; and
  3. The Service Documentation.
5. Waiver. No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right.
6. Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of the Agreement will remain in effect.
7. Reservation of rights. Subject to the limited rights expressly granted hereunder, we and our licensors reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to you other than as expressly set out in the Agreement.
8. Surviving provisions. Clauses 17 – “Fees and Payment”, 23 – ”Confidentiality”, 16 – “Mutual Indemnification”, 7 – “Limitation of Liability”, 22 – “Termination for cause and refund” and 25 – “General Provisions” will survive any termination or expiration of the Agreement, and clause 14 – “Security” will survive any termination or expiration of the Agreement for so long as Visit Time retains possession of Application Data.
9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent, which consent shall not be unreasonably withheld; provided, however, either party may assign the Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
10. Changes. We reserve the right to modify this Agreement at any time. You are responsible to read this Agreement regularly. Visit Time will notify you of any changes to this Agreement by posting them on this webpage and updating the “Last Updated” date at the top of this webpage. We will also notify you by email in the case of material changes. Material changes will be effective ten calendar days from the date they were posted to this webpage. All other changes will be effective immediately. Use of our Services after the effective date of any changes to this Agreement will constitute your acceptance of those changes.
11. Titles and headings of sections of this MSA are for convenience only and shall not affect the construction of any provision of the Agreement.
12. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate the Agreement upon written notice. In the event of such a termination, Visit Time will refund Customer any prepaid fees covering the remainder of the term of all service plans for the period after the receipt of the written notice by Visit Time. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Notices and governing law
1. The address to which Customer should direct notices under the Agreement is:
  Visit Time LLC
  4747 N. Ocean Dr. Suite 224
  Lauderdale-by-the-Sea, FL 33308
  USA
2. This Agreement and any and all Order Forms and all matters arising out of or relating to the same shall be governed by, and construed in accordance with, the laws of the State of Florida, U.S.A, without giving effect to any choice or conflict of law provision or rule (whether of the State of New Florida or any other jurisdiction).