Member Terms and Conditions

Membership Terms & Conditions

This General Terms and Conditions of membership is a legal Agreement between you/your organization (“You/Your”), and VISTA Truth Inc., a Florida based, nationwide non-profit corporation (VISTA) which sets forth the terms and conditions of membership. You understand that the rights of membership, including the right to identify membership, begin only when You have been notified that your application for membership has been accepted.

Membership Requirements

Terms: VISTA membership is open to corporations, partnerships and other entities involved in the manufacture, distribution, and sale of vaping and/or electronic cigarette products.

Conditions: Corporations, partnerships and other entities that operate separate subsidiaries or that have affiliates, utilize multiple brand names, and/or service separate product categories may join VISTA as separate members, but must pay dues for each separate member. Each member corporation, partnership or other entity will have all membership rights applicable to its class with the exception that only one representative of a group of related members with common ownership and/or control may be elected to the VISTA Board of Directors at any time.

Membership Categories and Annual Dues:

Membership dues are deductible as an ordinary and necessary business expense. Dues are not deductible as charitable contributions. Dues are based on a fiscal year January 1 – December 31 and cannot be pro-rated. If a member joins mid-year they must pay for the entire year.

Membership Fee/Dues Structure

Vaping Businesses:

Gross Annual Sales Up to $150,000:  $800.00
Gross Annual Sales of $150,001-$749,999:  $1,600.00
Gross Annual Sales of $750,000 -$1,499,999:  $3,200.00
Gross Annual Sales over $1,500,000:  $4,800.00

Vaping / E-Cigarette Associations (State):  $10,000.00
Vaping / E-Cigarette Associations (National):  $20,000.00

Service Organizations (Vaping Industry):  $3,000.00

Academic/Honorary: No Fee

Honorary Member

The Board of Directors of the Corporation, from time to time, may select and elect to honorary membership persons or entities, which have rendered distinguished service and/or support of the vaping industry including service and promotion of vaping and service to the Corporation.

Term of Your Membership:

This agreement is applicable for the term of your membership. This shall be the term beginning after you have been notified that Your application for membership has been accepted by VISTA and ending on termination, expiration or cancellation of Your membership in VISTA or any earlier termination of this Agreement by VISTA (“Term”). Unless terminated as provided herein, this Agreement shall remain in full force and effect, renewing annually, at the beginning of each fiscal year of VISTA’s acceptance of Your application for membership. You shall be obligated to pay dues, assessments, or fees which accrued prior to the effective date of termination, expiration or cancellation. This Agreement shall be suspended upon the suspension of Your VISTA membership.

VISTA shall have the right, in its complete and sole discretion, to terminate the Agreement if you fail to comply with the terms and conditions of the Agreement and as such, breach this Agreement. You shall be obligated to pay dues, assessments, or fees which accrued prior to the effective date of termination. VISTA shall have the right, in its complete and sole discretion, to terminate the Agreement for convenience five days after provision of written notice, provided however, in the event of an exercise of this right, VISTA shall refund all fees and charges paid by the member and not earned by VISTA within thirty days of the termination.

Obligations of Members

Bylaws: You have reviewed, hereby approve and agree to abide by the Bylaws. Bylaws, means the VISTA corporate bylaws, as in effect and as amended from time to time, a copy of which is available from VISTA.

Dues and Other Fees: You shall pay dues, fees and other assessments applicable to your class of membership, as established from time to time by VISTA. VISTA may establish reasonable additional fees or charges for participation in meetings or for other benefits of membership. You shall bear your own costs and expenses for participation in VISTA, such as travel, employee compensation, and incidental expenses.

Member Use of The VISTA Name and Logo:

By using the Name and/or Logo, You are taking an affirmative action to signify that You are entering into a legal Agreement and affirmatively agree to be bound by the terms of the Agreement as set forth below including those additional terms and conditions as may be stipulated in any referenced or accompanying documentation. If you do not agree to be bound by the terms of the Agreement as set forth below, do not obtain or use the Name and/or Logo. The name and/or logo may be obtained directly from VISTA staff in the form of a graphic file contained on computer media or by downloading, copying or any other electronic retrieval method the Name and/or Logo from the VISTA website.

The VISTA Acronym and logo are shown below:

Vista-logo1.jpg

VISTA Truth Inc.

License to Identify Membership: During the Term of this Agreement, VISTA grants You a non-exclusive, non-assignable and nontransferable limited license to use the VISTA Name and Logo only as stated below in the following printed media whether as printed or “online” materials and electronic broadcast media: newspapers, periodicals, billboards, posters, direct mail, flyers, yellow pages or other directory advertising, telephone, television or radio spots, business cards, stationery, invoices, facsimile cover sheets and other standard business documents for the limited purpose of conveying notice of Your membership in VISTA. You agree that the VISTA Name and Logo may not be otherwise used, copied, reproduced or altered in any manner. Nothing in this Agreement, or in Your use of the VISTA Name and Logo, will give You any right whatsoever in the VISTA Name and Logo, or in any similar marks, beyond the right granted in this Agreement.

Upon any termination, expiration, cancellation or suspension of your membership or the Term of this Agreement, you shall discontinue all use of the Name and/or Logo. Furthermore, VISTA has an absolute right to terminate, cancel, suspend or withdraw your license at any time.

The Name and Logo may not be used in any way as to represent approval by VISTA of the content of media with prior written permission of VISTA. A copy of any proposed media must accompany all requests for permission.

The Name and Logo may not be used in any way as to represent an endorsement or certification by VISTA of any product or service offered by you. Nothing in this Agreement or in Your use of the Name and/or Logo shall confer any endorsement or approval of your products or services or of You.

General Rules: The Name and/or Logo are the property of VISTA and may only be used by a member of VISTA during that member’s period of membership.

The Name and/or Logo must always be a component of or accompanied by the words “VISTA Member” or “Member of VISTA.”

Online Rules: You may display the Name and/or Logo anywhere on your website at Your primary internet domain name. Your online use of the Name and/or Logo will be linked, at a minimum from the most prominent reference to the Name and/or Logo on the respective page, to the VISTA website at http://www.vistatruth.org (or such other address as shall be established).

Restrictions: The Name and/or Logo are protected by trademark and copyright laws and international trademark and copyright treaties, as well as other intellectual property laws and treaties and contain intellectual property exclusive to VISTA. All rights, interests, title to, and ownership and intellectual property rights in, the Name and/or Logo and all copies remain with VISTA.

You are expressly prohibited from utilizing the Name and/or Logo for any purpose not permitted in this agreement, including copying the Name and/ or Logo, other than to make a single copy of the name and/or Logo in machine-readable format for back-up or archival purposes. You are permitted to make such copies for your internal use only. You may not modify the Name and/or Logo or create derivative works based upon the Name and/or Logo or any part of the Name and/or Logo.

You may not distribute copies of the Name and/or Logo to third parties. You must comply with all applicable laws regarding the use of the Name and/or Logo. VISTA reserves all rights not expressly granted.

Use/Disclosure of Contact Information:

VISTA collects business contact information (e-mail addresses, telephone and facsimile numbers, as well as physical addresses) pertaining to its Members. Any such information provided by a Member may be disclosed by VISTA to its other Members as necessary, and your company name will be listed on the VISTA website and other media indicating your membership status. By providing Your business contact information to the VISTA, You have consented to the use and disclosure of that information in this manner. If You do not want VISTA to use or disclose Your business contact information as described herein, notify VISTA within five business days of submitting your application for membership. VISTA notes that this may result in You being unable to access some or all of our services.

Injunctive Relief and Other Compensation:

You acknowledge that if You breach any obligations under this Agreement, You shall cause damages of an irreparable and continuing nature to VISTA, for which money damages will not provide adequate compensation. Therefore, in addition to any money damages to which VISTA is entitled (which includes VISTA’s right to recover its reasonable attorney’s fees), VISTA also is entitled to an injunction to prohibit your continuing breach of the applicable covenant or otherwise to compel Your specific performance under this Agreement. VISTA shall have the right to obtain such injunctive compensation without having to prove any damages or post any bond.

Limitation of Liability:

You agree that You will not sue VISTA for injunctive relief or for any damages on any matter concerning the subject matter of this Agreement. In no event shall VISTA be liable to You or any other for any damages of any type as a consequence of Your actions pursuant to this Agreement, whether such actions are authorized or unauthorized pursuant to the terms of this Agreement.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL VISTA OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Notices:

All notices, which concern this Agreement, shall be given in writing and be effective, as follows.

(a) By actual delivery of the notice into the hands of the party entitled to receive it, in which case such notice shall be deemed given on the date of delivery; or

(b) By mailing such notice by registered or certified mail, return receipt requested, in which case such notice shall be deemed given five (5) days from the date of its mailing.

All notices should be mailed to: VISTA Truth Inc., ℅ Sheryl Hunter, Esq., 711 S. Howard Ave, Ste. 200, Tampa, FL  33606 in the case of VISTA, and at Your address as contained in the VISTA records in the case of You.

Any party to this Agreement may change its address for notice purposes, by providing written notice of the change of address to the other party.

Miscellaneous:

If any provision of this Agreement is held invalid or unenforceable, all other provisions shall remain valid, unless such validity would frustrate the purpose of this Agreement, and this Agreement shall be enforced to the full extent allowable under applicable law and a substitute, valid, and enforceable provision most nearly reflecting the original intent shall be developed in place of the invalid provision. No modification to this Agreement is binding, unless in writing.

This Agreement shall be governed by and construed under, and the legal relations among the parties hereto shall be determined in accordance with, the laws of the State of Florida, excluding conflict-of-law principles that would cause the application of the laws of any other jurisdiction.

This Agreement is the entire Agreement between You and VISTA relating to the subject matter herein and supersedes all prior and contemporaneous oral or written communications, proposals, and representations with respect to its subject matter except for the Bylaws which are themselves integrated into this Agreement.

VISTA reserves the right to change this Agreement and/or its terms at any time and may eliminate the license granted herein with respect to You individually or all members collectively at any time. Any change to this Agreement and/or its terms shall be effective as of the date of posting to the website of VISTA or actual notice to you, whichever is earlier.