Vista Leadworks Terms & Conditions

Last updated: July 6, 2026

These Terms & Conditions (the “Terms,” “Agreement,” or “T&C”) are a binding agreement between Hoodiewood LLC, a California limited liability company operating under the brand name Vista Leadworks (“Provider,” “we,” “us,” or “our”), and the person or business purchasing, subscribing to, accessing, or using the Services (“Client,” “you,” or “your”).

Vista Leadworks provides AI-assisted marketing guidance, marketing gap reviews, growth planning, visibility support, lead-follow-up guidance, and related marketing, automation, software-enabled, and technology-supported services. Provider may perform Services directly or through qualified subcontractors, software vendors, technology partners, white-label fulfillment partners, payment processors, hosting providers, telecommunications providers, advertising platforms, directory networks, analytics providers, AI vendors, and other service providers (collectively, “Service Providers”).

By completing checkout, clicking “I agree,” registering for an account, accepting a proposal, paying an invoice, or accessing or using any part of the Services, Client agrees to these Terms. If Client does not agree, Client must not purchase, access, or use the Services.

These Terms contain a binding individual arbitration provision, a class action waiver, and a jury-trial waiver. Please read the Dispute Resolution section carefully.

  1. Acceptance and Authority
    Client represents that Client is at least eighteen (18) years old and has full authority to bind Client and any entity on whose behalf Client is purchasing or using the Services. Client agrees that its use of the Services will comply with these Terms and all applicable laws, rules, platform policies, and industry requirements.

If Client provides access, information, data, or instructions on behalf of another person or business, Client represents that it has authority to do so. Client is responsible for the acts and omissions of its employees, contractors, agents, customers, end users, and anyone else using or benefiting from the Services through Client.

  1. Services
    The Services may include, without limitation, AI-assisted marketing gap reviews, business-growth assessments, marketing strategy guidance, content or workflow recommendations, local visibility guidance, search visibility services, GEO or AI search optimization, SEO, paid advertising support, Google Business Profile guidance, business listings, review and reputation support, CRM or lead-follow-up workflows, reporting dashboards, AI chatbots, AI voice agents, website-related services, accessibility-related services, training, templates, automations, or other marketing and technology-enabled services Provider offers from time to time.

The specific Services included in Client’s plan are those selected at checkout, in an invoice, order page, proposal, package description, or other written agreement. If there is a conflict between these general Terms and a specific written order or package description, the more specific written terms control for that Service, except that the limitations of liability, disclaimers, payment terms, indemnity, and dispute-resolution provisions of these Terms continue to apply unless expressly modified in a signed writing by Provider.

Provider’s role may include helping Client understand marketing gaps, prioritize next steps, choose tools, interpret data, and build practical workflows. Provider does not guarantee that Client will choose any specific tool, implement any recommendation, obtain any specific business result, or continue Services for any particular period.

  1. Educational and Advisory Nature of Services
    Provider may provide guidance, explanations, frameworks, checklists, templates, trainings, AI-assisted analysis, and recommendations. Such materials are provided for business, marketing, and educational purposes only. Provider does not provide legal, tax, accounting, investment, financial, medical, or other regulated professional advice. Client is responsible for consulting its own qualified professionals when needed.

Client understands that marketing strategy, AI adoption, compliance setup, and business operations require judgment. Provider may help Client identify issues and possible next steps, but Client remains responsible for its own decisions, implementation, budgets, approvals, legal compliance, and business outcomes.

  1. Accounts, Access, and Credentials
    Client is responsible for providing accurate business information and timely access reasonably needed to perform the Services, which may include access to websites, hosting, DNS, analytics, CRM systems, calendars, advertising platforms, Google Business Profile, social accounts, directory profiles, phone systems, source files, content systems, payment processors, or other connected services.

Client is responsible for safeguarding usernames, passwords, API keys, access tokens, and other credentials. Provider is not responsible for delays, errors, reduced performance, or inability to deliver Services caused by Client’s failure to provide accurate information, timely feedback, required approvals, or necessary access.

Where access is provided to Provider on behalf of a third party, Client represents that it has authority to grant such access and will indemnify Provider for any claim that the access was unauthorized.

  1. Payment, Billing, and Subscriptions
    All fees are due as stated at checkout, in an invoice, order page, proposal, or package description. By submitting payment information, Client authorizes Provider and its payment-processing partners, which may include Stripe or other processors, to charge Client’s selected payment method for applicable fees, including setup fees, subscription fees, management fees, usage fees, overage fees, taxes, and other amounts incurred in connection with the Services.

Unless a package description, invoice, order page, or service-specific section states otherwise, subscription Services are month-to-month and renew automatically until canceled in accordance with these Terms. Some Services, particularly those fulfilled through third-party or white-label providers, may include minimum terms, setup fees, usage-based charges, or cancellation rules that are shown at checkout or in the relevant package description.

Client is responsible for all applicable taxes, duties, levies, and similar governmental assessments associated with the Services, excluding taxes based on Provider’s net income. If payment is declined, late, disputed, or unavailable, Provider may suspend or terminate Services, pause campaigns, revoke access, disable software features, stop support, and pursue collection of unpaid amounts by lawful means.

  1. Refunds, Cancellations, and Termination
    Unless a written package description states otherwise, setup fees, completed work, already-incurred third-party costs, usage fees, and the current prepaid subscription period are non-refundable. Provider may offer a discretionary refund, credit, or accommodation in its sole discretion, but is not required to do so.

Unless a service-specific section or written package description states otherwise, Client may cancel a month-to-month subscription by giving at least thirty (30) days’ written notice before the next renewal. Cancellation does not relieve Client of responsibility for accrued charges, usage charges, third-party charges, minimum commitment amounts, or other fees already incurred.

Provider may suspend or terminate Services for non-payment, abuse, legal risk, third-party platform restrictions, policy violations, unauthorized use, lack of required access, or conduct Provider reasonably determines is unlawful, inappropriate, risky, or disruptive. Upon termination, Provider may stop Services, revoke access, remove hosted elements, disable widgets, pause automations, remove campaign management, and disconnect integrations.

  1. Client Responsibilities and Approvals
    Client is responsible for providing accurate business information, truthful claims, current pricing, current service details, accurate licenses or credentials where applicable, approved brand materials, and timely feedback. Client is responsible for reviewing and approving public-facing content, campaigns, chatbot or voice-agent scripts, automation rules, business listings, advertising content, landing pages, website copy, emails, SMS messages, and other materials before or after deployment as applicable to the Service.

Provider may rely on Client’s instructions, approvals, data, and materials. Client is responsible for the accuracy, legality, and suitability of content, offers, claims, testimonials, disclosures, privacy notices, terms, licenses, and business information Client provides or approves.

Client understands that no tool, workflow, chatbot, advertising campaign, SEO effort, listing sync, AI search effort, or automation should be treated as a substitute for Client’s own business judgment, customer service, legal compliance, and ongoing review.

  1. Third-Party Platforms and White-Label Fulfillment
    Many Services depend on, integrate with, or are delivered through Third-Party Providers, including search engines, advertising platforms, AI vendors, payment processors, directory networks, CRM tools, hosting providers, telecom providers, software platforms, white-label fulfillment partners, and other vendors. Third-Party Providers have their own terms, pricing, policies, review processes, service levels, restrictions, and technical limits.

Provider does not control and is not responsible for third-party platform changes, outages, policy changes, suspensions, delistings, bans, ranking changes, rejected ads, account restrictions, payment holds, API changes, telecom interruptions, or other acts or omissions of Third-Party Providers. Client agrees that such issues may affect timing, delivery, cost, or results.

Client authorizes Provider to use third-party tools, software, subcontractors, automation systems, AI systems, and white-label fulfillment providers as reasonably necessary to deliver the Services. This authorization does not transfer ownership of Provider’s systems, methods, or third-party tools to Client.

  1. AI Tools, Outputs, and Automation
    Services may use artificial intelligence, machine learning, automation, scripts, workflows, chatbots, voice agents, or AI-assisted analysis. AI-generated outputs may be inaccurate, incomplete, outdated, misleading, fabricated, or inappropriate. Client is responsible for reviewing AI-generated or automation-generated materials before relying on them or using them in customer-facing, legal, financial, medical, regulated, or high-risk contexts.

Provider may assist with configuring AI tools, prompts, workflows, knowledge bases, scripts, or automations, but Client remains responsible for the information supplied to such tools, the approvals given, the outputs used, and the public-facing deployment of any AI or automation system connected to Client’s business.

  1. Privacy and Data
    Provider may collect, receive, store, access, process, transmit, and share information reasonably necessary to provide and improve the Services, process payments, manage accounts, communicate with Client, maintain integrations, provide support, conduct analytics, troubleshoot issues, and fulfill operational, legal, and security purposes. Such information may include account details, business information, website data, analytics data, technical data, usage data, communications, lead and call records, chatbot and voice-agent transcripts, prompts, completions, configuration data, and other information related to the Services.

Provider may disclose information to affiliates, contractors, service providers, software and AI vendors, analytics providers, payment processors, publishers, directory networks, hosting providers, telecom providers, advertising platforms, and other third parties that help provide the Services. Data may be stored or processed in the United States or other jurisdictions where Provider or its service providers operate.

Client is responsible for ensuring that any personal data uploaded, connected, collected, transmitted, or otherwise made available through the Services complies with applicable privacy laws and that Client publishes accurate privacy notices and obtains any required consents. Provider is not a HIPAA business associate or GLBA service provider unless a separate signed addendum is in place.

  1. Service Data and Improvement
    Provider and its Service Providers may generate, collect, and receive operational data in the course of providing the Services, including configuration data, usage logs, performance metrics, chatbot and voice-agent transcripts, call recordings where applicable, audit records, model prompts and completions, test data, support communications, error logs, and similar operational data (“Service Data”).

Client grants Provider a non-exclusive, worldwide license to use, reproduce, modify, aggregate, and process Service Data in de-identified and/or aggregated form for lawful purposes, including operating, securing, maintaining, benchmarking, debugging, testing, and improving the Services; improving workflows, reports, automations, and analytics; and developing new products and services. De-identified data means data from which direct identifiers have been removed or aggregated so that it does not reasonably identify a specific individual or business.

  1. Communications Compliance
    Where Services involve outbound or automated communications, including SMS, MMS, email, voice calls, prerecorded messages, AI-generated voice calls, chatbots, ringless voicemail, or similar communications, Client is responsible for compliance with applicable communications laws and platform rules, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, carrier A2P 10DLC rules, state telemarketing, texting, call-recording, and AI-disclosure laws, and any applicable non-U.S. laws.

Client is responsible for obtaining and maintaining required consents, honoring opt-outs, maintaining suppression lists, using accurate sender identification, providing required disclosures, and ensuring that content, timing, frequency, and delivery comply with applicable law. Provider is not the sender or publisher of Client’s communications unless expressly stated in a signed writing.

  1. Prohibited Uses
    Client agrees not to use the Services to violate law, infringe intellectual property or privacy rights, mislead consumers, make false claims, send unlawful spam or solicitations, exploit minors, transmit malware, engage in abusive scraping or load-generating activity, impersonate others, interfere with third-party systems, or operate in a manner that creates legal, security, reputational, or platform-policy risk.

Client is responsible for ensuring that any content, data, configurations, scripts, prompts, claims, advertising copy, landing pages, listings, chatbot knowledge bases, voice-agent scripts, emails, SMS messages, webhooks, imported data, or other materials Client provides, approves, or causes to be used through the Services are accurate, lawful, properly licensed, non-misleading, and compliant with applicable platform policies.

  1. Intellectual Property
    Provider and its licensors retain all right, title, and interest in Provider’s pre-existing intellectual property, software, systems, automations, processes, methods, templates, scripts, know-how, documentation, widgets, dashboards, code, service architecture, campaign methodologies, workflow designs, branding, trade secrets, and related materials (collectively, “Provider IP”). Nothing in these Terms transfers Provider IP or third-party IP to Client except as expressly stated.

Subject to Client’s payment of all amounts due and any applicable third-party restrictions, Client may use final deliverables specifically created for Client for Client’s own business purposes. Any Provider IP or third-party IP incorporated into a deliverable is licensed to Client only as needed to use that deliverable with the relevant Service. Client may not reverse engineer, decompile, copy, resell, sublicense, or exploit Provider’s systems, methods, templates, or materials except as expressly permitted.

  1. Client Content and Publicity
    Client retains ownership of materials Client provides, including logos, photos, brand assets, website content, customer lists, business descriptions, offers, testimonials, and other Client-owned materials (“Client Content”). Client grants Provider and its Service Providers a license to use Client Content as reasonably necessary to provide the Services.

Provider will not intentionally disclose Client’s non-public business information except as reasonably necessary to provide Services, support integrations, comply with law, or protect Provider’s rights. Provider may identify Client as a customer or use Client’s name, logo, or results in marketing materials only with Client’s prior consent, except where Client’s business identity is already publicly visible in connection with the Services.

  1. No Guarantee of Results
    Provider does not guarantee any specific search ranking, AI-answer visibility, ad result, lead volume, traffic level, listing placement, review volume, conversion rate, revenue, return on ad spend, cost per lead, phone-call outcome, appointment outcome, legal or accessibility compliance result, or other business outcome.

Any examples, intended outcomes, marketing descriptions, projections, or recommendations are informational and aspirational, not guarantees. Actual results vary based on many factors outside Provider’s control, including Client cooperation, offer strength, website quality, geography, competition, ad budget, industry demand, review profile, platform rules, algorithm changes, policy changes, third-party actions, and market conditions.

  1. Disclaimer of Warranties
    To the maximum extent permitted by law, the Services, materials, software-enabled components, widgets, AI features, automations, reports, listings, and related content are provided “as is” and “as available,” without warranties of any kind, express, implied, or statutory. Provider disclaims implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, uninterrupted operation, error-free operation, security, and any warranty that the Services will produce any specific result.

Provider does not warrant against viruses, malware, spyware, telephony disruptions, platform failures, internet outages, AI errors, data loss, account suspensions, policy changes, or other harmful or disruptive events except to the limited extent expressly required by law or expressly stated in a written service-specific warranty.

  1. Limitation of Liability
    To the fullest extent permitted by law, Provider will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or other non-direct damages, including loss of data, lost profits, lost revenue, lost goodwill, lost business opportunity, downtime costs, or similar damages, whether arising in contract, tort, statute, or otherwise, even if advised of the possibility of such damages.

Provider will not be liable for losses arising from third-party platform changes, algorithm updates, Google Business Profile suspensions, reverification requirements, website issues, hacks or security breaches not caused by Provider’s gross negligence or willful misconduct, third-party service interruptions, listing suppression, call routing failures, telephony outages, AI errors or hallucinations, advertising account issues, publisher behavior, directory changes, or other third-party acts or omissions.

Except where a service-specific section states a lower cap or a specific cap, Provider’s total aggregate liability arising out of or relating to these Terms or the Services will not exceed the total amount actually paid by Client to Provider for the specific Service giving rise to the claim during the three (3) months preceding the event giving rise to the claim.

  1. Indemnification
    Client will defend, indemnify, and hold harmless Provider, its affiliates, officers, directors, employees, contractors, licensors, vendors, agents, resellers, and service providers from and against any claims, demands, damages, liabilities, costs, losses, expenses, judgments, settlements, and reasonable attorneys’ fees arising out of or related to: (a) Client’s use of the Services; (b) Client Content, data, configurations, scripts, prompts, approvals, or materials provided or enabled by Client; (c) communications sent, triggered, or delivered through the Services on Client’s behalf; (d) Client’s violation of law, regulation, platform policy, or third-party rights; (e) Client’s breach of these Terms; (f) any claim by or through Client’s customers, leads, recipients, visitors, employees, contractors, or end users; or (g) Client’s misuse of the Services.

Provider may, at Client’s expense, assume the exclusive defense and control of any matter subject to indemnification. Client may not settle any matter that imposes obligations on Provider without Provider’s prior written consent.

  1. Service-Specific Terms
    The following terms apply only to the corresponding Services if Client purchases, activates, or uses those Services. Exact fees, included features, usage limits, setup fees, subscription amounts, and minimum terms are those stated at checkout, in the applicable order page, invoice, proposal, package description, or written agreement.

20.A. Marketing Gap Reviews and Growth Plans. Provider may provide AI-assisted or human-assisted reviews of Client’s website, online presence, listings, reviews, offers, lead capture, follow-up, and marketing systems. These reviews and plans are advisory and may identify opportunities, priorities, tools, or next steps. Client is responsible for deciding whether and how to implement any recommendation.

20.B. Local SEO, GEO, and AI Search Visibility. Provider may provide services intended to improve local search visibility, near-me visibility, Google Business Profile performance, and AI-answer visibility. Provider does not guarantee rankings, AI-answer placement, traffic, calls, leads, or revenue. Client must provide accurate business information, website access when needed, and Google Business Profile access when applicable.

20.C. Paid Advertising. Provider may provide setup, management, review, or guidance for paid advertising, including Google PPC, Local Service Ads, Meta/Facebook advertising, or other ad platforms. Ad spend is separate from Provider fees unless expressly stated. Provider does not guarantee approval, impressions, clicks, leads, conversions, cost per lead, return on ad spend, or revenue. Client is responsible for platform eligibility, ad spend, regulated-vertical restrictions, licenses, disclaimers, offers, and compliance.

20.D. Business Listings and Reviews. Provider may provide business listing, directory, publisher-sync, review-monitoring, review-generation, or reputation-support services through third-party networks. Publisher behavior, timing, approvals, suppression, field availability, display, and persistence are controlled by third parties. Provider does not guarantee listing accuracy, publication timing, persistence, review volume, or review outcomes.

20.E. CRM, Tracking, and Automated Workflows. Provider may provide or configure CRM tools, tracking systems, lead routing, missed-call follow-up, email or SMS workflows, intake forms, reporting dashboards, or related automation. Client is responsible for reviewing workflows, ensuring accurate data, obtaining required consents, honoring opt-outs, and monitoring whether workflows are operating as intended.

20.F. AI Chatbots. Provider may provide AI chatbot setup, configuration, scripting, embedding, maintenance, or guidance. Chatbots may generate inaccurate, incomplete, outdated, fabricated, or unintended responses. Client is responsible for chatbot knowledge-base content, scripts, escalation paths, public-facing deployment, approvals, required disclosures, and legal compliance.

20.G. AI Voice Agents. Provider may provide AI voice agent setup or support for inbound calls, receptionist coverage, lead qualification, scheduling, routing, FAQ handling, or similar functions. AI voice agents can make mistakes. Client is responsible for scripts, knowledge inputs, responses, automations, call recording disclosures, AI disclosures, TCPA compliance, carrier rules, and monitoring outputs. Third-party telephony costs, usage limits, overages, or call-minute fees may apply.

20.H. Websites and Accessibility. Provider may provide website-related guidance, widgets, landing pages, accessibility-related tools, or implementation support. Provider does not guarantee compliance with any accessibility law or standard, including the Americans with Disabilities Act, Section 508, WCAG, or similar rules, unless expressly stated in a signed written accessibility engagement. Client remains responsible for website content, ongoing updates, disclosures, privacy notices, and legal compliance.

  1. Electronic Communications
    Client consents to receive electronic communications from or on behalf of Provider, including onboarding communications, billing notices, account notices, support communications, service updates, and marketing communications. Client agrees that electronic communications satisfy any requirement that communications be in writing. Client may opt out of marketing emails by following the instructions in those emails, but Provider may still send transactional, operational, security, and service-related messages.
  2. Force Majeure
    Neither party will be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, fire, flood, earthquake, storm, pandemic, terrorism, war, civil unrest, labor dispute, telecommunications failure, power failure, internet failure, cloud-provider outage, government action, platform outage, algorithm change, third-party service interruption, cyberattack not resulting from the affected party’s gross negligence, or similar events.
  3. Dispute Resolution; Arbitration; Class Action Waiver
    Before initiating arbitration or litigation, Client must first give Provider an opportunity to resolve the dispute by sending written notice to hello@vistaleadworks.com with Client’s name, contact information, a description of the claim, and the specific relief sought. If the dispute is not resolved within forty-five (45) days after receipt, either party may proceed as described below.

Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the parties’ relationship will be resolved by binding individual arbitration before JAMS, before a single arbitrator, under the JAMS Comprehensive Arbitration Rules & Procedures, except that either party may bring a qualifying matter in small claims court or seek temporary or preliminary equitable relief in a court of competent jurisdiction.

The seat and location of arbitration will be Los Angeles County, California, unless non-waivable law requires otherwise. The Federal Arbitration Act governs arbitrability. The arbitration will proceed only on an individual basis and not as a class, collective, representative, consolidated, or private-attorney-general proceeding.

To the fullest extent permitted by law, neither party may participate as a class representative, class member, or otherwise in any class, consolidated, or representative proceeding, and both parties waive the right to a jury trial and to litigate disputes in public court except as expressly allowed in this section.

Client may opt out of the individual arbitration requirement and class action waiver by sending written notice to hello@vistaleadworks.com within thirty (30) days after first accepting these Terms or first using the Services, whichever occurs earlier. Opting out does not affect any other provision of these Terms.

  1. Governing Law and Venue
    These Terms and any dispute will be governed by the laws of the State of California, without regard to conflict-of-laws principles, and by the Federal Arbitration Act where applicable. Except for disputes subject to arbitration, any disputes relating to these Terms or the Services will be heard exclusively in the state or federal courts located in Los Angeles County, California, unless non-waivable law requires otherwise.
  2. Changes to Terms
    Provider may update these Terms from time to time by posting an updated version on Provider’s website, checkout page, client portal, or dashboard, or by sending notice to the email address associated with Client’s account. Continued use of the Services after an update constitutes acceptance of the updated Terms. If Client does not accept an update, Client must stop using the Services and cancel in accordance with the cancellation provisions above.
  3. Miscellaneous
    These Terms, together with any order page, invoice, proposal, package description, checkout page, or written addendum, constitute the entire agreement between Client and Provider regarding the Services and supersede prior or contemporaneous communications on the same subject. If any provision is held invalid, illegal, or unenforceable, that provision will be reformed or severed to the minimum extent necessary and the remaining provisions will remain in effect. No failure or delay by Provider in exercising any right operates as a waiver. Provider may assign these Terms or any rights or obligations without consent; Client may not assign without Provider’s prior written consent except where non-waivable law provides otherwise. The parties are independent contractors, and nothing in these Terms creates a partnership, joint venture, employment, fiduciary, or agency relationship.
  4. Contact and Notices
    Questions and support requests may be sent to hello@vistaleadworks.com or through the applicable account portal or support channel.

Legal notices required or permitted under these Terms must be in writing and delivered by email to info@vistaleadworks.com, through the applicable account portal, or by nationally recognized overnight courier to the business mailing address listed on Provider’s website, invoice, checkout page, account profile, or other written notice. Notices are deemed received upon confirmed electronic transmission, portal confirmation, or actual delivery by courier, except where applicable law requires a different rule.

Vista Leadworks is operated by Hoodiewood LLC, a California limited liability company.