FlowMetrics Pro — Terms and Conditions
Version: 1.0Last Updated: 2026-03-16
Effective Date: 2026-03-16
These Terms and Conditions ("Terms," "Agreement") constitute a legally binding agreement between VistaSysTech ("Company," "we," "us," or "our") and the entity or individual ("Customer," "you," or "your") subscribing to or using the FlowMetrics Pro workforce management platform (the "Service"). By creating an account, subscribing to a plan, installing any FlowMetrics Pro application (web, desktop, mobile, or browser extension), or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization. If you do not agree to these Terms, do not use the Service.
Table of Contents
- Definitions
- Eligibility and Account Registration
- Service Description
- Subscription Plans and Pricing
- Billing and Payment
- Plan Changes, Upgrades, and Downgrades
- Cancellation and Refunds
- Customer Obligations
- Acceptable Use Policy
- Employee Monitoring — Employer Responsibilities
- Intellectual Property
- Customer Data and Data Ownership
- Privacy and Data Protection
- Third-Party Services and Integrations
- Service Availability and Support
- Modifications to the Service
- Disclaimer of Warranties
- Limitation of Liability
- Indemnification
- Suspension and Termination
- Effect of Termination
- Dispute Resolution
- Governing Law
- General Provisions
- Changes to These Terms
- Contact Us
1. Definitions
"Account" means the Customer's registered account on the FlowMetrics Pro platform. "Administrator" means a user with administrative privileges within the Customer's Account, including Owner, Admin, and HR Manager roles. "Authorized User" means any individual whom the Customer has authorized to access or use the Service under the Customer's Account, including Administrators, Managers, and Employee Users. "Browser Extension" means the FlowMetrics Pro Chrome browser extension that provides URL tracking and cloud file activity detection functionality. "Customer Data" means all data, content, and information submitted, uploaded, collected, or generated through the Customer's use of the Service, including employee records, attendance data, screenshots, activity data, payroll data, KPI data, and project data. "Desktop Application" means the FlowMetrics Pro desktop application for Windows and macOS that provides screenshot capture, application usage tracking, and activity monitoring functionality. "Employee User" or "Monitored User" means an individual whose work activities are tracked through the Service as directed by the Customer. "Mobile Application" means the FlowMetrics Pro mobile application for iOS and Android that provides clock-in/out, GPS location tracking, and geofence functionality. "Service" means the FlowMetrics Pro workforce management platform, including the web application, Desktop Application, Mobile Application, Browser Extension, APIs, and all related features and functionality. "Subscription Plan" or "Plan" means the pricing tier selected by the Customer (Free, Starter, Professional, or Enterprise), which determines the features available and applicable pricing.2. Eligibility and Account Registration
2.1 Eligibility
To use the Service, you must:- Be at least 18 years of age (or the age of majority in your jurisdiction)
- Have the legal authority to enter into a binding agreement
- Be acting on behalf of a legitimate organization if registering a business account
- Not be prohibited from using the Service under applicable law
2.2 Account Registration
To access the Service, you must create an Account by providing accurate and complete registration information, including your organization name, contact details, and Administrator credentials.2.3 Account Security
You are responsible for:- Maintaining the confidentiality of your Account credentials
- All activity that occurs under your Account
- Promptly notifying us at [email protected] if you become aware of any unauthorized access to or use of your Account
- Ensuring that all Authorized Users comply with these Terms
2.4 Account Accuracy
You agree to keep your Account information accurate, current, and complete. We reserve the right to suspend or terminate Accounts with materially inaccurate or fraudulent registration information.3. Service Description
FlowMetrics Pro is a workforce management platform that provides the following categories of functionality, subject to the features available on your Subscription Plan:- HR Management — Employee directory, department management, designations, and employee record management
- Attendance Management — Clock-in/out tracking, attendance records, attendance corrections, attendance devices, and GPS-based location tracking
- Leave and Shift Management — Leave requests and approvals, shift definitions, shift scheduling, and holiday calendar management
- Payroll and Compensation — Payroll processing, payslip generation, salary templates, and bonus management
- Employee Monitoring — Periodic screenshot capture, application and website usage tracking, activity timelines, cloud file upload/download detection, and alert monitoring
- Performance Management — KPI definitions, KPI tracking, KPI reports, and employee performance dashboards
- Timesheet Management — Timesheet submission, review, and approval
- Project Management — Project creation, task boards, and project analytics
- Reports and Analytics — Attendance reports, payroll reports, AI-generated daily reports, AI-powered insights, and app usage reports
- Employee Self-Service — Personal dashboard, attendance and leave history, salary slips, screenshots, timesheets, and daily reports
- Gamification — Points, achievements, levels, and leaderboards
- Identity Verification — Face enrollment for biometric clock-in verification
- Security and Compliance — Role-based access control, custom roles, audit logs, file audit trail, and system activity logs
- Integrations — API access and Single Sign-On (SSO) for Enterprise plans
4. Subscription Plans and Pricing
4.1 Available Plans
FlowMetrics Pro is offered under the following Subscription Plans:| Plan | Price (Annual Billing) | Price (Monthly Billing) | User Limit |
|---|---|---|---|
| Free | $0 | $0 | Up to 10 users |
| Starter | $30/user/year | $3/user/month | Unlimited |
| Professional | $50/user/year | $5/user/month | Unlimited |
| Enterprise | $100/user/year | $10/user/month | Unlimited |
4.2 Per-User Pricing
For paid plans (Starter, Professional, Enterprise), pricing is calculated on a per-user basis. A "user" is defined as any individual added to the Customer's Account as an active employee or team member, regardless of whether that individual actively uses the Service during the billing period.4.3 Annual vs. Monthly Billing
- Annual billing: Billed once per year at the annual per-user rate. Annual billing provides a discounted rate compared to monthly billing.
- Monthly billing: Billed once per month at the monthly per-user rate.
4.4 Pricing Changes
We reserve the right to modify pricing with at least 60 days' written notice to the Customer. Pricing changes will take effect at the start of the next billing cycle following the notice period. If you do not agree to a pricing change, you may cancel your subscription before the new pricing takes effect. For annual subscriptions, pricing changes will not take effect until the end of the current annual billing period.5. Billing and Payment
5.1 Payment Processing
All payments are processed through Stripe, Inc., our third-party payment processor. By providing payment information, you agree to Stripe's terms of service. We do not store full credit card numbers, CVVs, or sensitive card data on our servers — all payment data is handled securely by Stripe (PCI DSS Level 1 certified).5.2 Billing Cycle
- Monthly subscriptions are billed on the same date each month (e.g., if you subscribed on March 5, you will be billed on the 5th of each month)
- Annual subscriptions are billed on the anniversary of the subscription start date
5.3 User Count Adjustments
- Adding users: When new users are added during a billing cycle, charges are prorated for the remainder of the current billing period
- Removing users: When users are removed, the reduction will be reflected in the next billing cycle. No prorated credits are issued for mid-cycle user removals on monthly plans. Annual plans will receive a credit applied to the next billing period.
5.4 Taxes
All prices are exclusive of applicable taxes. You are responsible for all applicable taxes (including sales tax, VAT, GST, or other transactional taxes) imposed by any government authority in connection with your use of the Service. Taxes will be calculated and added to your invoice based on the billing address provided.5.5 Failed Payments
If a payment fails:- We will notify you via email and attempt to process the payment again
- We will make up to 3 additional payment attempts over a 10-day period
- If all payment attempts fail, your Account may be downgraded to the Free plan or suspended until payment is resolved
- We reserve the right to charge a reasonable late fee for overdue payments
5.6 Invoices
Invoices are available for download through the Subscription Management section of your Account. We will email invoice receipts to the billing contact on file after each successful payment.6. Plan Changes, Upgrades, and Downgrades
6.1 Upgrades
You may upgrade your Subscription Plan at any time. When upgrading:- The new plan's features become available immediately
- Charges are prorated for the remainder of the current billing period
- The new plan's pricing applies from the date of the upgrade
6.2 Downgrades
You may downgrade your Subscription Plan at any time. When downgrading:- The downgrade takes effect at the end of the current billing period
- You will retain access to your current plan's features until the end of the billing period
- Features not included in the lower plan will become unavailable after the downgrade takes effect
- Data retention changes: If the lower plan has a shorter data retention period, data older than the new retention limit will be automatically deleted when the downgrade takes effect. You will be notified of this before the downgrade is processed.
6.3 Free Plan Limitations
If you downgrade to the Free plan (or your paid subscription ends):- Your Account will be limited to 10 active users. If you have more than 10 users, you will need to deactivate excess users before the downgrade takes effect, or the system will restrict access for users beyond the limit.
- Features exclusive to paid plans (payroll, leave management, advanced monitoring, KPIs, etc.) will become unavailable
- Data retention will revert to 7 days for monitoring data
7. Cancellation and Refunds
7.1 Cancellation by Customer
You may cancel your subscription at any time through the Subscription Management section of your Account or by contacting [email protected].- Monthly subscriptions: Cancellation takes effect at the end of the current monthly billing period. You will retain access to paid features until the end of the period. No refunds are issued for partial months.
- Annual subscriptions: Cancellation takes effect at the end of the current annual billing period. You will retain access to paid features until the end of the period.
7.2 Refund Policy
- Monthly subscriptions: No refunds for partial billing periods.
- Annual subscriptions: If you cancel within the first 30 days of an annual subscription (or annual renewal), you may request a prorated refund for the unused portion of the annual term, minus the value of any months already used at the monthly rate. After 30 days, no refunds are issued for annual subscriptions.
7.3 Refund Requests
7.4 Cancellation by Company
We may cancel your subscription in accordance with Section 20 (Suspension and Termination) of these Terms.8. Customer Obligations
As a Customer, you agree to:8.1 Lawful Use
- Use the Service only for lawful purposes and in compliance with all applicable laws, regulations, and industry standards in your jurisdiction
- Ensure that your use of the Service's employee monitoring features complies with all applicable employment, privacy, data protection, and workplace surveillance laws
- Obtain all necessary consents, provide all required notices, and fulfill all legal obligations before enabling monitoring features for your employees
8.2 Accurate Information
- Provide accurate, current, and complete information when registering and using the Service
- Maintain the accuracy of employee records, payroll data, and other information entered into the Service
8.3 Authorized Access
- Grant access only to authorized individuals within your organization
- Assign appropriate roles and permissions to users based on their responsibilities
- Promptly revoke access for individuals who are no longer authorized (e.g., terminated employees)
8.4 Data Responsibility
- You are responsible for the accuracy, quality, and legality of Customer Data and the means by which you acquired such data
- You are responsible for configuring the Service's features, retention settings, and access controls appropriately for your organization
8.5 Security
- Maintain reasonable security practices for your Account, including using strong passwords and encouraging multi-factor authentication
- Not share Account credentials with unauthorized parties
- Report any suspected security incidents to us promptly
9. Acceptable Use Policy
You agree NOT to use the Service to:9.1 Prohibited Activities
- (a) Violate any applicable law, regulation, or third-party rights
- (b) Monitor individuals without proper legal authority or required consent
- (c) Conduct covert surveillance in jurisdictions where such surveillance is prohibited
- (d) Monitor individuals' personal devices or activities outside of the employment relationship
- (e) Use monitoring data for purposes unrelated to legitimate workforce management (e.g., personal harassment, discrimination, or retaliation)
- (f) Process sensitive personal data (such as biometric data) without obtaining explicit consent where required by law
- (g) Upload, transmit, or store any content that is illegal, harmful, threatening, abusive, defamatory, or otherwise objectionable
- (h) Introduce viruses, malware, or any other harmful code into the Service
- (i) Attempt to gain unauthorized access to the Service, other Accounts, or the systems and networks connected to the Service
- (j) Interfere with or disrupt the integrity or performance of the Service
- (k) Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
- (l) Copy, modify, create derivative works of, or distribute any part of the Service
- (m) Use the Service to build a competing product or service
- (n) Resell, sublicense, or redistribute access to the Service without our prior written consent
- (o) Use automated scripts, bots, or scraping tools to access the Service (except through our authorized APIs)
- (p) Circumvent any access controls, rate limits, or security measures implemented in the Service
- (q) Use the Service in a manner that exceeds reasonable usage patterns or that constitutes abuse of the infrastructure
9.2 Enforcement
We reserve the right to investigate and take appropriate action against violations of this Acceptable Use Policy, including warning the Customer, suspending or terminating the Account, removing offending content, and reporting illegal activity to law enforcement authorities.10. Employee Monitoring — Employer Responsibilities
10.1 Acknowledgment
FlowMetrics Pro provides workplace monitoring tools that enable employers to track employee activity during work hours. As the employer (Data Controller), you bear full responsibility for the lawful and ethical use of these monitoring tools. VistaSysTech provides the technology; you determine how it is used within your organization.10.2 Your Obligations as an Employer
Before enabling any monitoring features, you must:- (a) Inform employees — Provide clear, written notice to all employees about the monitoring activities you have enabled, what data is collected, how it is used, who has access, and their rights regarding the data
- (b) Obtain required consent — Where required by applicable law, obtain explicit consent from employees before activating monitoring features (including screenshot capture, GPS tracking, application/website tracking, and face enrollment)
- (c) Create a monitoring policy — Develop, maintain, and distribute a workplace monitoring policy to all employees that describes the scope and purpose of monitoring
- (d) Comply with local laws — Ensure compliance with all applicable employment, privacy, and workplace surveillance laws in every jurisdiction where your employees are located, including but not limited to:
- United States: State-specific electronic monitoring notification laws (e.g., Connecticut, Delaware, New York)
- Canada: PIPEDA and provincial privacy legislation (e.g., PIPA in Alberta and BC, Quebec's Law 25)
- Australia: Workplace Surveillance Act 2005 (NSW), Workplace Privacy Act 2011 (ACT), and other state/territory legislation
- New Zealand: Privacy Act 2020, Employment Relations Act 2000
- (e) Use proportionate monitoring — Configure monitoring levels that are proportionate to your legitimate business needs and respectful of employee privacy
- (f) Protect monitoring data — Use the Service's role-based access controls to limit access to monitoring data to authorized personnel with a legitimate need
10.3 Disclaimer
VistaSysTech does not provide legal advice. These Terms do not constitute guidance on compliance with employment or privacy laws. We strongly recommend that you consult with qualified legal counsel in your jurisdiction before implementing employee monitoring.10.4 Transparent Monitoring Design
The Service is designed for transparent monitoring:- The Desktop Application displays a visible indicator when monitoring is active
- Employees can view their own screenshots, activity data, attendance records, and reports through the self-service portal
- The Service does not offer keystroke logging, webcam recording, email content reading, or covert surveillance capabilities
11. Intellectual Property
11.1 Our Intellectual Property
The Service, including all software, code, interfaces, designs, documentation, algorithms, AI models, trademarks, logos, and content created by VistaSysTech, is and remains the exclusive property of VistaSysTech. These Terms do not grant you any ownership rights in the Service. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business purposes during the term of your subscription, subject to these Terms.11.2 Customer Data Ownership
You retain all ownership rights in your Customer Data. We do not claim any ownership of Customer Data. See Section 12 for details.11.3 Feedback
If you provide suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), you grant us a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, modify, and incorporate such Feedback into the Service without any obligation to you.11.4 Restrictions
You may not:- Use our name, logo, or trademarks without our prior written consent
- Remove, alter, or obscure any proprietary notices or labels on the Service
- Claim ownership of or proprietary rights in the Service or any part thereof
12. Customer Data and Data Ownership
12.1 Ownership
You own all Customer Data. We process Customer Data solely to provide and improve the Service as described in these Terms and our Privacy Policy.12.2 License to Customer Data
You grant us a limited, non-exclusive license to use, process, store, transmit, and display Customer Data solely to the extent necessary to provide, maintain, and improve the Service, and to comply with applicable law.12.3 Aggregated and Anonymized Data
We may create aggregated, de-identified, or anonymized data derived from Customer Data that cannot reasonably be used to identify your organization or any individual ("Aggregated Data"). We own Aggregated Data and may use it for any lawful purpose, including Service improvement, benchmarking, and research. This does not affect your ownership of the underlying Customer Data.12.4 Data Portability
You may export your Customer Data at any time through the Service's export functionality (available in the Reports and Administration sections). Upon request, we will provide reasonable assistance in exporting your data in a structured, commonly used, machine-readable format.12.5 Data Retention
Customer Data is retained in accordance with the retention schedules specified in our Privacy Policy. Monitoring data (screenshots, activity logs, location data) is retained based on your Subscription Plan:| Plan | Data Retention |
|---|---|
| Free | 7 days |
| Starter | 30 days |
| Professional | 90 days |
| Enterprise | 1 year (365 days) |
12.6 Data Deletion
After applicable retention periods, data is automatically and permanently deleted. You may request early deletion at any time by contacting [email protected]. See Section 21 (Effect of Termination) for data handling upon Account termination.13. Privacy and Data Protection
13.1 Privacy Policy
Our collection, use, storage, and protection of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.13.2 Data Processing Agreement
For Customers who require a Data Processing Agreement ("DPA") to comply with applicable data protection laws, our standard DPA is available upon request and is incorporated into these Terms when executed. The DPA details the roles and responsibilities of VistaSysTech (as Data Processor) and the Customer (as Data Controller) regarding the processing of employee personal data.13.3 Security
We implement industry-standard technical and organizational security measures to protect Customer Data, including encryption in transit (TLS 1.2+), encryption at rest (AES-256), role-based access controls, and automated monitoring. Full details are available in our Data Infrastructure & Security Measures document.13.4 Breach Notification
In the event of a confirmed security breach that affects your Customer Data, we will notify you within 72 hours of confirmation, providing details of the nature and scope of the breach, the data affected, and the remedial measures taken.14. Third-Party Services and Integrations
14.1 Third-Party Service Providers
The Service relies on third-party service providers for infrastructure, payment processing, AI processing, and other functions. Our current sub-processors include:- MongoDB Atlas (database hosting)
- Backblaze B2 (screenshot storage)
- Redis (cache and session management)
- Stripe (payment processing)
- Google Gemini API (AI-powered reports and classification)
14.2 Third-Party Terms
Your use of the Service may be subject to the terms and policies of third-party service providers (e.g., Stripe's terms for payment processing). We are not responsible for the practices of third-party providers.14.3 API Access (Enterprise Plan)
Enterprise plan Customers may access the Service's API to integrate with their existing tools and systems. API usage is subject to:- Rate limits as published in the API documentation
- Authentication requirements (API keys or tokens)
- These Terms and any additional API-specific terms
- The Acceptable Use Policy in Section 9
14.4 SSO Integration (Enterprise Plan)
Enterprise plan Customers may configure Single Sign-On (SSO) using SAML-based identity providers. The Customer is responsible for the security and configuration of their identity provider.15. Service Availability and Support
15.1 Availability
We use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week. However, we do not guarantee uninterrupted access and the Service may be temporarily unavailable due to:- Scheduled maintenance (we will provide reasonable advance notice where possible)
- Emergency maintenance to address security vulnerabilities or critical issues
- Factors outside our control, including internet outages, third-party service provider issues, force majeure events, or acts of government
15.2 Uptime Target
We target 99.9% uptime for the Service, excluding scheduled maintenance windows. This is a target, not a guarantee, and does not create any right to service credits or refunds.15.3 Support
Support is provided based on your Subscription Plan:| Plan | Support Channel | Response Time |
|---|---|---|
| Free | Community resources and documentation | Best effort |
| Starter | Email ([email protected]) | 2 business days |
| Professional | Priority Email + Chat | 1 business day |
| Enterprise | Dedicated Account Manager + Priority Support | 4-hour SLA for critical issues |
15.4 Enterprise SLA
Enterprise Customers may be eligible for a separate Service Level Agreement ("SLA") with specific uptime commitments, support response times, and service credits. Enterprise SLA terms are negotiated separately and, where executed, supplement these Terms.16. Modifications to the Service
16.1 Right to Modify
We reserve the right to modify, update, or discontinue any feature or aspect of the Service at any time. We will use reasonable efforts to:- Notify Customers of material changes at least 30 days in advance
- Avoid removing core features that are critical to the Customer's use of the Service without providing reasonable alternatives
- Provide migration paths or data export options when discontinuing significant functionality
16.2 Non-Material Changes
Bug fixes, security patches, performance improvements, and minor UI changes may be made without advance notice.17. Disclaimer of Warranties
17.1 "As Is" Basis
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VISTASYSTECH EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:- IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
- WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE
- WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS
17.2 No Warranty on AI Features
AI-powered features (including AI-generated daily reports, AI-powered app classification, and AI-generated insights) are provided for informational purposes only. AI outputs may contain inaccuracies or errors. We do not warrant the accuracy, completeness, or reliability of any AI-generated content. You should not rely solely on AI-generated outputs for critical business decisions without independent verification.17.3 No Legal, Tax, or Compliance Advice
The Service, including its payroll processing, leave management, and monitoring features, is a tool to assist with workforce management. It does not constitute legal, tax, accounting, or compliance advice. You are responsible for ensuring that your use of the Service complies with all applicable laws and regulations, and for the accuracy of payroll calculations, tax withholdings, and other financial computations. We recommend consulting with qualified professionals for legal, tax, and compliance matters.17.4 Third-Party Services
We make no warranties regarding the performance, availability, or security of third-party services integrated with or used by the Service.18. Limitation of Liability
18.1 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VISTASYSTECH, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR:- Loss of profits, revenue, or business
- Loss of data or Customer Data
- Loss of goodwill or reputation
- Business interruption
- Cost of procurement of substitute services
- Any other intangible losses
18.2 Cap on Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VISTASYSTECH'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF:- (a) The total fees paid by the Customer to VistaSysTech during the twelve (12) months immediately preceding the event giving rise to the claim; or
- (b) One hundred US dollars (USD $100)
18.3 Exceptions
The limitations in this Section 18 do not apply to:- VistaSysTech's obligations under Section 13.4 (Breach Notification)
- Either party's indemnification obligations under Section 19
- Liability arising from a party's gross negligence or willful misconduct
- Liability that cannot be limited or excluded under applicable law
18.4 Basis of the Bargain
The limitations and exclusions in this Section 18 reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between the parties. The Service would not be provided without these limitations.19. Indemnification
19.1 Customer Indemnification
You agree to indemnify, defend, and hold harmless VistaSysTech and its directors, officers, employees, agents, and affiliates from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or in connection with:- (a) Your breach of these Terms
- (b) Your violation of any applicable law, regulation, or third-party rights
- (c) Your use of the Service's monitoring features in violation of applicable employment, privacy, or data protection laws
- (d) Your failure to inform employees of monitoring, obtain required consents, or maintain a workplace monitoring policy as required by applicable law
- (e) Claims by your employees, contractors, or any third party arising from your use of the Service
- (f) The accuracy, quality, or legality of Customer Data
- (g) Any payroll, tax, or employment compliance issues arising from your use of the payroll features, including incorrect salary calculations, missed tax withholdings, or failure to meet legal payroll obligations
19.2 Company Indemnification
VistaSysTech will indemnify, defend, and hold harmless the Customer from and against any third-party claim alleging that the Customer's authorized use of the Service infringes a third party's intellectual property rights, provided that the Customer:- Promptly notifies VistaSysTech of the claim in writing
- Grants VistaSysTech sole control of the defense and settlement
- Provides reasonable cooperation at VistaSysTech's expense
20. Suspension and Termination
20.1 Suspension by Company
We may immediately suspend or restrict access to the Service, in whole or in part, if:- (a) You breach these Terms, including the Acceptable Use Policy
- (b) Your use of the Service poses a security risk to the Service or other customers
- (c) Your Account is subject to a legal or regulatory investigation
- (d) You fail to pay fees when due after reasonable notice and opportunity to cure
- (e) Required by applicable law or a government order
- (f) Your use of the Service could subject VistaSysTech to liability
20.2 Termination by Company
We may terminate your Account and these Terms:- (a) For cause, if you materially breach these Terms and fail to cure the breach within 30 days of written notice
- (b) Immediately, for violations of the Acceptable Use Policy, illegal activity, or repeated breaches
- (c) If your Account remains suspended for more than 60 consecutive days
- (d) If we discontinue the Service entirely (with at least 90 days' notice)
20.3 Termination by Customer
You may terminate your Account and these Terms at any time by cancelling your subscription (see Section 7) and requesting Account deletion through the Service settings or by contacting [email protected].21. Effect of Termination
21.1 Upon Termination or Cancellation
When your subscription ends (whether by cancellation, termination, or expiration):- Your Account will be downgraded to the Free plan (if eligible) or deactivated
- Access to paid features will cease at the end of the current billing period (for Customer-initiated cancellations) or immediately (for Company-initiated terminations for cause)
- You will remain responsible for any outstanding fees incurred before termination
21.2 Data Retention After Termination
| Timeline | Action |
|---|---|
| Days 1–30 | Data remains accessible. You may export your data through the Service. |
| Days 31–90 | Data is retained but Account is deactivated. You may contact us to reactivate or request a data export. |
| Day 91+ | All Customer Data is permanently and irreversibly deleted, including employee records, screenshots, monitoring data, payroll records, and all associated data. |
21.3 Data Export
We strongly recommend that you export all necessary data before your Account is terminated. You may request a data export during the 90-day post-termination window by contacting [email protected]. After the 90-day window, data cannot be recovered.21.4 Survival
The following sections survive termination of these Terms: Section 11 (Intellectual Property), Section 12 (Customer Data and Data Ownership — as to rights and obligations that predate termination), Section 17 (Disclaimer of Warranties), Section 18 (Limitation of Liability), Section 19 (Indemnification), Section 21 (Effect of Termination), Section 22 (Dispute Resolution), Section 23 (Governing Law), and Section 24 (General Provisions).22. Dispute Resolution
22.1 Informal Resolution
Before initiating any formal dispute resolution proceedings, the parties agree to attempt to resolve disputes informally. The complaining party shall send a written notice describing the dispute to the other party. The parties shall negotiate in good faith for a period of 30 days from receipt of the dispute notice.22.2 Binding Arbitration
If the dispute cannot be resolved informally, it shall be resolved by binding arbitration administered by a recognized arbitration institution under its applicable rules, subject to the following:- The arbitration shall be conducted by a single arbitrator
- The language of arbitration shall be English
- The seat of arbitration shall be determined based on the Customer's principal place of business or as otherwise agreed by the parties
- The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction
22.3 Exceptions
The following are excluded from the arbitration requirement:- Claims for injunctive or equitable relief related to intellectual property rights or unauthorized access to the Service
- Claims that may be brought in small claims court (where applicable)
- Disputes where arbitration is prohibited by applicable law
22.4 Class Action Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. YOU AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. This class action waiver may not be enforceable in all jurisdictions. If a court determines that this waiver is unenforceable for a particular claim, that claim (and only that claim) shall be severed from arbitration and may be brought in court.23. Governing Law
23.1 Default Governing Law
These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles, unless the Customer is located in a jurisdiction where a different governing law is required by applicable consumer protection or other mandatory law.23.2 Regional Variations
- Customers in Australia: Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010) or any other applicable Australian law that cannot be excluded, restricted, or modified by agreement.
- Customers in New Zealand: Nothing in these Terms excludes or limits liability to the extent that such exclusion or limitation is prohibited by the Consumer Guarantees Act 1993 or the Fair Trading Act 1986.
- Customers in Canada: These Terms are subject to applicable federal and provincial consumer protection and privacy legislation that cannot be contracted out of by agreement.
24. General Provisions
24.1 Entire Agreement
These Terms, together with the Privacy Policy, Data Processing Agreement (where applicable), and any executed Enterprise SLA, constitute the entire agreement between you and VistaSysTech regarding the Service and supersede all prior agreements, understandings, and representations.24.2 Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or severed if modification is not possible. The remaining provisions shall continue in full force and effect.24.3 Waiver
The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.24.4 Assignment
You may not assign or transfer these Terms or any rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, provided that the assignee agrees to be bound by these Terms. Any purported assignment in violation of this section is void.24.5 Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent caused by events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, pandemics, internet outages, third-party service provider failures, or other force majeure events. The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact.24.6 Notices
Notices under these Terms shall be sent:- To the Customer: By email to the email address associated with the Account (Owner or primary Administrator)
- To VistaSysTech: By email to [email protected]
24.7 No Third-Party Beneficiaries
These Terms do not create any third-party beneficiary rights. Employee Users and other Authorized Users are not third-party beneficiaries of these Terms, although they may have independent rights under applicable privacy and employment laws.24.8 Independent Contractors
The relationship between VistaSysTech and the Customer is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.24.9 Headings
Section headings are for convenience only and do not affect the interpretation of these Terms.24.10 Language
These Terms are provided in English. If there is a conflict between any translated version and the English version, the English version shall prevail.25. Changes to These Terms
We may update these Terms from time to time to reflect changes in our Service, business practices, legal requirements, or other factors. When we make changes:- We will update the "Last Updated" date at the top of these Terms
- For material changes, we will notify you via email and/or in-app notification at least 30 days before the changes take effect
- We will post the updated Terms on our website
- For non-material changes (clarifications, formatting), we may update the Terms without advance notice
26. Contact Us
If you have questions about these Terms, please contact us: Legal Department VistaSysTech Email: [email protected] For billing and subscription inquiries: [email protected] For privacy and data protection inquiries: [email protected] For security concerns: [email protected] General support: [email protected]By using FlowMetrics Pro, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.
VistaSysTech FlowMetrics Pro Terms and Conditions v1.0 Effective: 2026-03-16