Please read these Terms of Service (these “Terms”) carefully before using the services offered by Gist Software, LLC, a Delaware limited liability company ("Gist," "we" or "us"). These Terms set forth the terms, conditions, and limitations of your use of https://www.gistapp.com (the "Site") and the Gist data visualization platform (collectively, the "Gist Platform") (the “Gist Platform” with the Site, the "Services").
Before using the Services, you are required to read, understand, and agree to these Terms. You may only register and create an account after reading and accepting the Terms.
We may, in our sole discretion, modify these Terms with or without notice to you. The "Last Updated" date at the top of these Terms will indicate when the latest modifications were made. By continuing to access and use the Services after these Terms has been modified, you are agreeing to such modifications. Therefore, you should review these Terms prior to each use of the Services. In addition, when using particular services or features or making purchases on the Services, you shall be subject to any posted guidelines or policies applicable to such services, features or purchases that may be posted from time to time. All such guidelines or policies are hereby incorporated by reference into these Terms.
You represent and warrant that if you are an individual, you are of legal age to form a binding contract, or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms and register for the Services.
Gist may, in its sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules, and regulations applicable to you and the right to access the Services is revoked where these Terms or use of the Services is prohibited and, in such circumstances, you agree not to use or access the Site or Services in any way.
Service usage; Termination of usage. As a condition to using the Services, you are required to register with Gist and select a user ID ("Gist User ID"). You hereby acknowledge and agree to provide Gist with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of your account. You may not: (i) select or use as an Gist User ID a name of another person with the intent to impersonate that person; (ii) use as an Gist User ID a name subject to any rights of a person other than you without appropriate authorization. Gist reserves the right to refuse registration of, or cancel an Gist User ID in its discretion. You shall be responsible for maintaining the confidentiality of your Gist password, and are fully responsible for all activities that occur under Gist User ID. You agree it is your responsibility to: (a) immediately notify Gist of any unauthorized use of your Gist User ID or any other breach of security; and (b) ensure that you exit from your account at the end of each session.
You further agree that you will not access the Services by any means except through the interface provided by Gist for access to the Services. Creating or maintaining any link from another website or application to any page or functionality on the Services without the prior written authorization of Gist is prohibited. Running or displaying the Services or any information or material displayed on the Services in frames or through similar means on another website or application without the prior written authorization of Gist is prohibited. Any permitted links to the Services must comply with all applicable laws, rules, and regulations.
These Terms are effective unless and until terminated by either you or Gist. You may terminate these Terms at any time, provided that you discontinue any further use of the Services. Gist also may terminate or suspend these Terms, at any time, without notice, and accordingly deny you access to the Services, for any reason, including without limitation, if in Gist's sole discretion you fail to comply with any term or provision of these Terms or your use is harmful to the interests of another user or Gist and its Affiliated Parties (as defined below), and/or their respective business partners. Upon any termination of the Terms by either you or us, you must promptly stop using the Services and destroy all materials downloaded, as well as all copies of such materials, whether made under the Terms or otherwise. Any fees paid hereunder are non-refundable. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and any provisions regarding your use of confidential and/or proprietary information.
Gist reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. Except as otherwise expressly stated in these Terms, you agree that Gist and its Affiliated Parties (as defined below) shall not be liable to you or to any third party for any modification, suspension or discontinuation of the Services.
Gist does not guarantee that the Services will be operable at all times or during any down time caused by any of the following: (i) caused by outages to any public Internet backbones, networks or servers; (ii) failures of your equipment, systems or local access services; (iii) previously scheduled maintenance; or (iv) events beyond Gist’s (or affiliated parties’) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Gist (or its affiliated parties) or your servers are located or co-located.
Support. Gist will make available to Customer all generally available, as part of the Services, enhancements, updates and bug fixes to the Services. Gist is available to receive product support inquiries via email or the Gist website 24 hours per day. Gist Standard Support Hours are 09:00 to 17:00 Pacific Time Monday through Friday for technical information, technical advice and technical consultation regarding your use of the Services.
Use of data provided to you by Gist; Data Protection. The Gist Platform utilizes information transmitted to the Services by you and your users (“Customer Data”). As between Gist and you, you own all right, title, and interest in and to the Customer Data, including all intellectual property rights therein. Gist agrees that it may only use Customer Data for the purpose of providing the Services to you; provided, however, that Gist may retain a copy of the Customer Data as necessary to comply with applicable law. Gist will take reasonable technical and organizational measures designed to keep the Customer Data secure and to protect it against accidental loss or unlawful destruction, alteration, disclosure or access. You acknowledge and agree that no personally identifiable information is required for the Services and you will use your commercially reasonable efforts to prevent sharing of such information with the Services and Gist. Gist reserves the right to remove or disable access to any Customer Data that violate any criminal or civil law, including data that violate privacy rights or constitute an infringement of intellectual property or other proprietary rights. Gist shall have no liability to you in the event that Gist takes such action. Upon mutual agreement between you and Gist, you may publish your visualizations to the index page on the Site, where it becomes available for the general public to view. Gist shall have no liability to you resulting from such publishing and Gist reserves the right to remove such visualizations from the Site at any time and for any reason.
Terms of usage. As a condition to your use of the Services and in addition to any other limitations imposed on your use of the Services under these Terms, you agree not to engage in any of the following prohibited activities: (i) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc. or any other mediums to access or disrupt the Services; (ii) transmitting spam, chain letters, or other unsolicited email; (iii) attempting to interfere with or compromise the system integrity or security of the Services; (iv) uploading invalid data, viruses, worms, or other software agents to the Services; (v) collecting or harvesting any personally identifiable information from the Services or from any users of the Services; (vi) using the Services for any commercial solicitation purposes; (vii) modifying or otherwise making any derivative uses of the Services or its content; (viii) decompiling, disassembling, reverse engineering, or otherwise attempting to derive the source code from the Services or any software associated with the Services; (ix) altering or removing any copyright, trademark, or other protective notices contained in or on any portion of the Services; (x) sell or commercially use the Services or any content therein; (xi) submitting any content or information that violates any intellectual property rights (including moral rights) of any third party; or (xii) submitting any content or information that is reasonably considered to be unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that are otherwise reasonably objectionable to the Gist.
Fees and payment. Your usage of the Services under these Terms will require payment of fees. Gist reserves the right to change its pricing and to institute new charges at any time, including the addition of fees for premium tools or other fees charged to Gist by third-party vendors, upon prior notice to you. Notice of any changes to our pricing may be sent to you directly by email or posted on the Site. All fees are indicated in United States dollars. Any outstanding balances will become automatically due and payable upon termination of Service, for any reason, and any collection expenses (including attorneys’ fees) incurred by Gist will be included in the amount owed. You will be billed on a monthly basis, at the current pricing rates for your chosen package (including any overage charges), in arrears. All fees due under these Terms are non-cancelable and the sums paid nonrefundable.
GENERAL DISCLAIMERS; LIMITATION OF LIABILITY. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, GIST, ITS SUBSIDIARIES AND OTHER AFFILIATED COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES (COLLECTIVELY, "AFFILIATED PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, GIST AND ITS AFFILIATED PARTIES MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, YOUR MOBILE DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GIST AND ITS AFFILIATED PARTIES OR ON OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
GIST AND ITS AFFILIATED PARTIES SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING ANY LIABILITY (A) AS A PUBLISHER OF INFORMATION, (B) FOR ANY INCORRECT OR INACCURATE INFORMATION, (C) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA, (D) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES, OR (E) FOR ANY OTHER MATTER RELATING TO THE SERVICES OR ANY THIRD PARTY WEBSITE OR APPLICATION. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOOD WILL, LOSS OF USE, LOSS OF DATA, COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR INFORMATION, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GIST AND YOU. THE INFORMATION AND SERVICES OFFERED ON AND THROUGH THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF GIST AND AFFILIATED PARTIES FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR ANY INFORMATION OR SERVICE PURCHASED BY YOU FROM GIST ON THE SERVICES DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE RELEVANT CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID GIST ANY AMOUNTS FOR ANY INFORMATION OR SERVICE PRIOR TO THE DATE ON WHICH YOU FIRST ASSERT ANY CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH GIST IS TO STOP USING THE SERVICES AND CANCEL YOUR ACCOUNT.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE EXCLUSIONS AND LIABILITY ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
Marketing. By agreeing to use the Services, you, on behalf of your organization, expressly authorize Gist, to produce, publish, and share a case study on Gist’s website about your organization’s use of Gist, and allow Gist to use your organization’s name and logo in self-promotional materials such as press releases, advertisements, brochures, etc., without compensation.
Filtering. Pursuant to 47 U.S.C. Section 230 (d) as amended, we hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protection is available at http://www.staysafeonline.org.
Applicable law; Dispute resolution. The Services are controlled and operated by Gist from within the United States of America, and is intended for use only by residents of the United States. Gist makes no representations or warranties that the content or materials of the Services are appropriate or lawful in any foreign countries, or that any items or applications offered for sale or download through links on the Services will be available outside the United States. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
Severability; Interpretation; Entire agreement; Headings. When used in these Terms, the term "including" shall be deemed to be followed by the words "without limitation." This Terms of Service is the entire agreement between Gist and you and supersedes any prior written or oral agreements. If any provision of these Terms becomes invalid, illegal, void, or unenforceable under any applicable law, each such provision shall be deemed amended to conform to applicable law; or, if it cannot be amended without materially altering the terms of this Terms of Service, such provision shall be deleted. The failure of Gist to enforce any right or provision of these Terms does not constitute a waiver of that right or a waiver of future enforcement. The headings provided in these Terms are for your reference only and shall not limit or otherwise affect the meaning of any provision in these Terms.
Miscellaneous. The failure of Gist and its Affiliated Parties to insist upon strict adherence to any term of these Terms shall not constitute a waiver of such term and shall not be considered a waiver or limit that party's right thereafter to insist upon strict adherence to that term or any other term of these Terms.
You agree that regardless of any statute or law to the contrary, any claim of cause of action arising from or relating to use of the Services or these Terms must be filed within one year after such claim or cause of action arose, or will be forever barred. The "General Disclaimers; Limitation of Liability" provisions of these Terms are for the benefit of Gist and its Affiliated Parties as defined herein, and each of these individuals or entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
Copyright Policy. We respect the intellectual property rights of others and require that Service users do the same. If you believe that your proprietary work has been copied in a way that constitutes copyright infringement, please forward the following information to Gist at email@example.com, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. 512(c)(2), named below:
- A physical signature of the person authorized to act on behalf of the owner of the copyright;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Services;
- Your address, telephone number, and email address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf
Language. Where Gist has provided you with a translation of the English language version of these Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Gist. If there is any contradiction between what the English language version of these Terms says and what a translation says, then the English language version shall take precedence.
Contact Information. If you have any comments, questions, or complaints regarding these Terms or the Services, or wish to report any violation of these Terms, please contact us. We will address any issue to the best of our abilities as soon as possible.