These Terms of Service (the “Terms”) and our Privacy Policy govern the relationship between you and Gist App LLC, a subsidiary of AppLovin Corporation (“Gist,” “our,” “we,” or “us”) and apply to your use of our Services. The “Services” include Gist, our mobile applications (the “App”), our websites (the “Site”), related services and content, our games, our rewards programs, and any additional products, services, features, and content that Gist may provide or make available through the Services.

Please read these Terms of Service (the “Terms”) and our Privacy Policy carefully before using our Services. These Terms set out the terms and conditions that apply when you use the Services. By using and accessing our Services, and by continuing to use the Services after any future changes to these Terms, you confirm that you have carefully read, understood, and agree to be bound to these Terms, particularly those provisions that restrict or exempt liabilities. In addition, our Privacy Policy describes how we collect, use, disclose, share, and otherwise process your personal information when providing the Services to you, as well as your rights and choices concerning your information. If you do not agree to these Terms, or if you do not want us to collect, use, disclose, share, or otherwise process your information in the ways described in our Privacy Policy, you must not use or access our Services (or you must stop using or accessing our Services if you have already started using them). 

To use or access the Services, you must be 18 years of age or older and a resident of the United States.

SECTION 14 OF THIS AGREEMENT CONTAINS AN INFORMAL DISPUTE RESOLUTION PROCESS, A BINDING AGREEMENT TO ARBITRATION, AND A CONSOLIDATED, CLASS ACTION, COLLECTIVE ACTION, AND REPRESENTATIVE ACTION WAIVER, WHICH WAIVE YOUR RIGHT TO A COURT HEARING OR A TRIAL BEFORE A JUDGE OR JURY, SUBJECT TO CERTAIN EXCEPTIONS. IN ADDITION, SECTION 11 CONTAINS WARRANTY DISCLAIMERS AND A LIMITATION OF OUR LIABILITY, INCLUDING A RELEASE BY YOU OF CLAIMS FOR DAMAGES RELATED TO THE SERVICES.  PLEASE READ SECTIONS 11, 13, AND 14 AND THESE TERMS CAREFULLY. BY USING THE SERVICES, YOU AGREE TO THESE PROVISIONS.

Table of Contents

1. The Services; Changes to the Services or the Terms
2. Eligibility to Use the Services
3. Our Retained Proprietary Rights; Your Limited License to the Services
4. Our Privacy Policy
5. Your User Content and Responsibility for It; Our License to Your User Content and Right to Monitor the Use of Services
6. Community Guidelines
7. Your Sole Responsibility for Interactions with Other Users; Your Release of Us
8. Links to Third-Party Websites, Resources, or Advertising
9. Ending Your Relationship with the Services (and vice versa)
10. Your Indemnification of Us
11. Warranty Disclaimers and Limitation of Our Liability
12. Time Limitation on Your Claims against Us
13. Governing Law and Venue for Legal Disputes Not Subject to Arbitration
14. Informal Dispute Resolution Process; Agreement to Arbitration; Consolidated, Class Action, Collective Action, and Representative Action Waiver
15. Miscellaneous Provisions
16. Contact Us

* * * *

1. The Services; Changes to the Services or the Terms

The “Services” include Gist, our mobile applications (the “App”), our websites (the “Site”), related services and content, our games, our rewards programs, and any additional products, services, features, and content that Gist may provide or make available through the Services.

Registration and Account Information — You must register and create an account to access the Services.

You must provide us with accurate, complete, and up-to-date account information. In addition, you may not authorize others to use your account, and you may not assign or otherwise transfer your account or these Terms to any other person or entity. You also understand that you must keep your account information secure and that you should not disclose your account credentials to anyone. You alone remain solely responsible for all activities that occur under your account, regardless of whether you know about them or not.

Updates to the Services — We may from time-to-time update, improve, enhance, conduct testing, and further develop the Services (for example, in the form of bug fixes, enhancements, security patches, or new versions). You understand that these improvements, enhancements, or tests may impact your user experience. From time to time, we may make you update your software or hardware to continue to use our Services, and the App may also automatically download and install updates.

Notifications and Messages from the Services — We may from time-to-time send you notifications, alerts, text messages, or other types of messages (including email) regarding the Services, your account(s), or certain other products, services, features, or content that may be of interest to you. By accessing or using the Services, you consent to receive these messages and marketing messages from us, our affiliates, or providers. If you do not want to receive notifications, you can turn off notifications through the “Settings” menu or similar feature of your device. In addition, you can cancel text messages (if you receive them) at any time by replying “STOP.” Please note that messaging fees may apply depending on the message plan you have with your wireless carrier. Please contact your wireless carrier for details about your text or data plan.

Rewards Programs — We may from time-to-time offer programs through which you can earn digital or monetary payments, or other rewards and incentives, in connection with your use of the Services (each, a “Rewards Program”). There is no purchase necessary to participate in any Rewards Program. Participation is subject to these Terms and our Community Guidelines. We may establish or modify eligibility criteria for any Rewards Program in our sole discretion, and meeting those criteria does not guarantee your participation in the program or your receipt of any reward; we make no representations or warranties of any kind regarding whether you will receive a reward or the nature or amount of any reward.

Consistent with these Terms, you may not use automated, deceptive, or fraudulent means to artificially generate any metric on which a reward is based, including through the use of bots, scripts, or other automated tools. Rewards may not be transferred, assigned, or exchanged for cash, and may expire at any time in our sole discretion. We reserve the right to modify, suspend, or terminate any Rewards Program and to cancel or forfeit any rewards at any time, including if we determine that you have violated these Terms or our Community Guidelines. You are solely responsible for any taxes that may apply to rewards you receive.

Hardware and Software Requirements — The functionalities and features of the Services (including the App) may vary depending on the device and operating system that you use, the way in which you interact with the Services, your region, the changing requirements of applicable laws, and other factors. To use the Services, you need compatible hardware and software (and potentially the latest versions of that software), and internet access, among other technological features. The performance of the Services may be affected by these or related factors, each of which we do not control. You remain solely responsible for any third-party costs you incur to use the Services, including equipment, internet, and other connection charges. Your use and access of the Services may also be interrupted from time to time due to third-party failures outside of our control or the need for periodic maintenance, updates, or repairs. As explained below, we make no representations or warranties of any kind with respect to the performance or availability of the Services.

Changes to the Services — Because our Services evolve over time, we may at any time, at our sole discretion, modify, suspend, restrict, terminate, or cancel the Services or any portion of them.  In addition, we may add or remove features or functionality of the Services or any portion of them at any time, and we may suspend, restrict, delete, or remove access to the Services or any portion of them. 

In addition, we reserve the right to stop offering and/or supporting the Services or any portion of them at any time either permanently or temporarily, at which point your right to use the Services or any part of them will be automatically terminated or suspended. If any of these things happen, unless required by applicable law or otherwise agreed to by us, we will not provide refunds, benefits, or other compensation to you in connection with the discontinued aspects or elements of the Services.

WE MAY, IN OUR SOLE DISCRETION, LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE ACCOUNTS OR ACCESS TO THE SERVICES OR ANY PORTION OF THEM; PROHIBIT ACCESS TO THE APP AND ITS CONTENT, SERVICES, AND TOOLS; OR DELAY OR REMOVE USER CONTENT, AND WE ARE UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY LOSSES OR RESULTS, UNLESS REQUIRED BY APPLICABLE LAW.

Changes to these Terms — In addition, we may modify or update these Terms at any time. If we modify or update these Terms, we will post the modified Terms. For material changes, we will provide reasonable advance notice through the Services or via the contact information associated with your account before the changes take effect. By continuing to use or access the Services after those modifications or updates become effective, you agree to be bound by the revised Terms. If you do not agree to be bound by the revised Terms, then you must immediately stop using or accessing the Terms.

2. Eligibility to Use the Services

By creating an account and using the Services, you expressly represent and warrant that you are at least 18 years of age or older, a resident of the United States, and not barred from using the Services under applicable law. You may not access or use the Services in connection with apps that provide virtual private networks, proxy servers, or similar tools to circumvent geographic restrictions, age verification requirements, or any other access controls implemented by the Services. If we have reason to believe that you are under 18 years of age or that you are not a resident of the United States, we will immediately terminate your account.

In addition, you may not use our Services under any of the following circumstances:

• You cannot enter into a binding contract with us under applicable law.
• You are under 18 years of age.
• You are not a resident of the United States.
• You cannot access or use the Services in compliance with these Terms under applicable law.
• You are a convicted sex offender.
• You cannot receive products or services from the United States (because for example you live in a country embargoed by the United States) or have been the target of sanctions by any governmental entity.
• You have previously been banned from our Services or any aspect of them (or the Services of one of our affiliates), unless we reversed that ban in our sole discretion.

3. Our Retained Proprietary Rights; Your Limited License to the Services

Except for the limited license granted herein, we and our licensors (or other providers) retain all legal right, title, and interest in and to all other elements of the Services, including all of the intellectual property associated with the Services, the technology and software used to provide the Services, any improvements or derivative products or services, and all other aspects of the Services. We reserve all rights not expressly granted to you.

Your Limited License to the Services — Subject to your agreement and continuing compliance with these Terms (including the Community Guidelines set forth below), we grant you a non-exclusive, non-transferable, non-sublicensable, revocable limited license to access and use the Services for your own personal, non-commercial, and entertainment use. You agree not to use the Services for any other purpose, including for any commercial or non-personal purpose. You also agree not to modify, create derivative works of, decompile, or otherwise attempt to extract source code from any aspect of the Services. Any unauthorized use will terminate this limited license, subject your account to immediate suspension or termination, and may also violate applicable laws.

Prohibition on Automated Access and Scraping — You may not access the Services through automated means, including through the use of bots, crawlers, scrapers, spiders, scripts, or other automated tools, without our prior written authorization. You may not use the Services to collect, harvest, or otherwise extract data (including User Content) from the Services for any purpose, including for use in a competing service, for training machine learning models, or for commercial exploitation, without our prior written consent. We reserve the right to take technical, legal, and other measures to prevent unauthorized automated access to the Services.

Our License to Your Feedback — If you make suggestions regarding any features, functionality, or performance of the Services that we adopt, such features, functionality, and performance shall be deemed automatically assigned to us under these Terms and become our sole and exclusive property. To the extent permitted by applicable law, you waive any moral rights you may have in such suggestions and feedback.

Consequences of Your Violations — If you violate these Terms, or any of our other terms and policies that apply to you, we may in our sole discretion terminate your account or take other lawful steps with or without notice to you. ANY ATTEMPT BY YOU TO DISRUPT OR INTERFERE WITH THE SERVICES, INCLUDING, WITHOUT LIMITATION, UNDERMINING OR MANIPULATING THE LEGITIMATE OPERATION OF THE SERVICES OR ANY ASPECT OF THEM, VIOLATES THESE TERMS AND MAY BE A BREACH OF CRIMINAL OR CIVIL LAWS.

4. Our Privacy Policy

Our Privacy Policy describes how we collect, use, disclose, share, and otherwise process your personal information when providing the Services to you, as well as your rights and choices concerning your information. When you use the Services, you acknowledge that the Privacy Policy applies.  If you do not want us to collect, use, disclose, share, and otherwise process your information in the ways described in our Privacy Policy, you must not use or access the Services. 

5. Your User Content and Responsibility for It; Our License to Your User Content and Right to Monitor the Use of Services

Your User Content and Responsibility for It — The Services may contain various features or functionality that allow you to post, submit, publish, display, share, or transmit to us and other users (collectively, “Post”) content or materials (“User Content”) on or through the Services.

When you Post User Content, you represent and warrant that:

• You own or otherwise control all of the rights to the User Content that you Post.
• The User Content will be accurate and not fraudulent or deceptive.
• The User Content does not violate these Terms or the rights (intellectual property rights or otherwise) of any third party and will not cause injury to any person or entity.

You understand that your User Content may be copied by other users and discussed on and outside of the Services, and if you do not have the right to Post User Content, you may be subject to liability. We take no responsibility and assume no liability for any User Content Posted by you or any third party. In addition, we do not endorse or guarantee the accuracy, efficacy, veracity, or appropriateness of any User Content. Under all circumstances, you remain personally and solely responsible for all of your User Content.

Our License to Your User Content — Any User Content that you Post will be considered non-confidential and non-proprietary, and you grant us a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content throughout the world in any media, without notice or compensation to you. You also grant us a perpetual, irrevocable, sublicensable, non-exclusive, worldwide, and royalty-free right and license to use and retain User Content that you post for the purposes of promoting or marketing the Services. To the extent permitted by applicable law, you waive any rights of attribution or moral rights you may have in your User Content.

AI-Enabled Features — The Services may include features powered by artificial intelligence or machine learning (“AI Features”). When you interact with AI Features, you grant us a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, promote, distribute, and display from inputs and outputs associated with your use of AI Features.

You acknowledge that AI Features are provided on an “as-is” basis, without representations or warranties of any kind. The outputs of AI Features may be inaccurate, incomplete, misleading, offensive, or inappropriate.

When using AI Features, you may not:

• Use AI Features to violate these Terms or any applicable law;
• Direct AI Features to generate outputs that violates these Terms or any applicable law, or that infringes the rights of any third party;
• Represent, imply, or otherwise create an impression that any output of the AI Features is human-generated or was created without the use of AI, including by removing, obscuring, or altering any watermark, label, content-authenticating metadata, or other disclosures;
• Use AI Features via automated systems, bots, or scripts, unless expressly authorized by us in writing;
• Circumvent, disable, or interfere with any safety feature, filter, or restriction incorporated into AI Features; or
• Use AI Features to train, develop, or fine-tune any third-party AI model, service, or technology.

We may modify, suspend, or discontinue any AI Feature at any time and without notice. In addition, we reserve the right to label, watermark, or otherwise identify AI-generated content on the Services, and you agree not to remove, obscure, or circumvent any such labels or identifiers.

Our Right to Monitor User Content and the Use of Services — We have no obligation to monitor the Services or the conduct of other Users. In addition, we are not responsible for, and we do not approve, information or materials provided by you to other Users or provided by other Users to you, including all User Content. By using our Services, you understand that you may be exposed to content or conduct that you might find offensive or otherwise objectionable. In addition, communications made using or through the Services should not be considered private and you should avoid revealing personally identifiable information.

Consistent with these Terms, we may monitor and/or record your communications (including communications in chat features) when you use the Services, and you hereby provide your irrevocable, express consent to such monitoring and recording. In addition, we have the right but not the obligation to edit, remove, or refuse to post any User Content for any reason.

6. Community Guidelines

All User Content must comply with the content prohibitions and restrictions described below. The Community Guidelines apply to all content you Post on the Services, including video, images, audio, live streams, text, comments, messages, links, profiles, usernames, and all other forms of User Content or behavior. These Community Guidelines apply to all users equally.

Prohibited Content — You may not Post, share, stream, or otherwise make available through the Services any User Content containing any of the following:

• Illegal, Illicit, Dangerous, or Unsafe Activities. Content that depicts, promotes, glorifies, encourages, supports, instructs on, or solicits participation in illegal activities, including theft, vandalism, assault, fraud, or hacking; content that facilitates the trade of illegal goods or services; content that promotes or facilitates terrorism or violent extremism, human trafficking or smuggling in any form, including sex trafficking, sales of children, forced marriage, or domestic servitude; content that promotes, depicts, or facilitates the sexual exploitation, abuse, or sexualization of any minor, whether simulated or real, including child sexual abuse material (CSAM), grooming, sexual extortion (sextortion); content that sexualizes individuals under the age of 18 and content that depicts or promotes dangerous stunts, dares, games, or challenges that could reasonably be expected to cause serious physical injury or death; and content that depicts, promotes, or instructs on the use, creation, acquisition, or distribution of illegal or misused drugs or drug paraphernalia; content that glamorizes, glorifies, or encourages substance abuse or addiction; and content that facilitates the buying, selling, or trading of controlled or illegal substances.
• Violence and Weapons. Content that depicts severe harm, including graphic injuries, death, explicit gore, or extreme violence such as torture, mutilation, or prolonged physical attacks; credible threats to commit physical violence against any individual or group; content that glorifies, celebrates, or encourages acts of violence; content that provides instructions for committing acts of violence, creating weapons, or manufacturing explosives; content that depicts, promotes, or encourages the abuse, cruelty, torture, neglect, or exploitation of animals; and content that facilitates or promotes the buying, selling, trading, or giving away of firearms, ammunition, explosives, or other weapons, including 3D-printing files or instructions for manufacturing weapons; content that provides instructions for modifying weapons to increase their lethality or circumvent applicable laws; and content that promotes, glorifies, or encourages the use of weapons to threaten, intimidate, harm, or kill others.
• Shocking, Disturbing, or Offensive Content. Content showing excessive bodily fluids, waste, or gore outside of educational or medical contexts; imagery designed to shock, disgust, or disturb viewers; and content that exploits, dismisses, condones, or makes light of sensitive events such as civil emergencies, natural disasters, public health emergencies, acts of terrorism, or mass violence.
• Self-Harm and Suicide. Content that promotes, glorifies, instructs on, or encourages suicide, self-harm, or disordered eating; content that provides specific instructions, methods, or means for self-harm or suicide; content that depicts graphic images or descriptions of self-harm; and content that promotes disordered eating, extreme or risky weight management, or harmful body comparisons designed to shame or encourage unhealthy behaviors.
• Sexually Explicit or Adult Content. Content that includes explicit or graphic sexual scenes, acts, or gestures, whether simulated or real; explicit nudity, including exposed genitals, anus, or female nipples (exceptions may apply for breastfeeding, health-related contexts, or acts of protest); prolonged or repeated sexualized focus on intimate body parts; content that promotes, solicits, or facilitates sexual services; content that shares, threatens to share, or facilitates the distribution of intimate images or videos of any individual without their consent, including synthetically generated intimate imagery; and explicit sexual audio content.
• Harassment, Hate Speech, and Bullying. Content that promotes hatred, dehumanizes, or incites violence or discrimination against individuals or groups based on protected characteristics, including race or ethnic origin, color, caste, religion, disability or medical condition, age, national origin, immigration status, veteran status, sexual orientation, sex, gender, gender identity, political association, or any other characteristic associated with systemic discrimination or marginalization; content that targets another individual or group with repeated or severe personal attacks, degrading remarks, unwanted sexual advances, doxing, or coordinated campaigns of abuse; content intended to degrade, humiliate, or intimidate a specific individual, including doctored or manipulated content created to mock, shame, or attack another person; content that directs, encourages, or incites others to target another person or group with abuse; content that denies the occurrence of well-documented hate crimes, genocides, or mass atrocities; and content that promotes, recruits for, or provides material support to hate groups.
• Third-Party Intellectual Property. Content that violates or infringes upon any third-party intellectual property rights, including reproducing or distributing copyrighted works without authorization; using trademarks, logos, or brand names in a confusing or deceptive manner; promoting, selling, or distributing counterfeit or pirated goods; and disclosing trade secrets or confidential information without authorization.
• Misleading, Deceptive, and False Content. Content that features harmful misinformation that may cause significant harm to individuals or society; content that could mislead voters or interfere with elections; content that uses edited media, AI-generated content, or other synthetic media to deceive users about matters of public importance or to impersonate real individuals without the required authorizations or disclosures; content that promotes or constitutes frauds or scams, including phishing, investment scams, make-money-fast schemes, chain letters, or pyramid schemes; content that impersonates another person, brand, or organization in a manner intended to deceive (the creation of fake accounts and the use of another person’s name, likeness, or identity without authorization and outside the context of clear parody or satire); and content or activities that attempt to artificially inflate engagement, manipulate recommendation systems, or otherwise deceive the platform, including the use of bots, coordinated inauthentic behavior, and spam.

Branded Content — If you Post content on the Services that promotes, endorses, or mentions a brand, product, or service in exchange for any payment, product, or other material consideration (collectively, “Branded Content”), you must clearly and conspicuously disclose that commercial relationship in the content itself in compliance with applicable law and any platform-specific disclosure tools we make available to you. You may not represent, suggest, or imply that Branded Content is independent editorial content. You are solely responsible for ensuring that your Branded Content complies with these Terms and all applicable laws. We reserve the right to remove Branded Content that violates these Terms or any applicable law.

Report Conduct or User Content on the Services — If you believe someone may have misused the Services, posted inappropriate User Content, engaged in inappropriate activity, distributed illegal content, or otherwise violated these Terms (including any of the Community Guidelines), please contact us via support@gist.com. When you submit a report, please provide as much detail as possible, including the specific content or conduct at issue, the username(s) involved (if known), and the reason for your report.

Trademark & DMCA/Copyright Policy — We respect the intellectual property rights of others and ask that you do the same. We respond to notices of alleged trademark or copyright infringement, consistent with the US Digital Millennium Copyright Act or laws of similar effect.

If you believe that content available on the Services infringes one or more of your copyrights, please immediately notify us at support@gist.com (a “Copyright Notification”) and provide the information described below. Please be advised that under Section 512(f) of the Digital Millennium Copyright Act you may be held liable for damages if you make material misrepresentations in a Copyright Notification. Thus, if you are not sure content available on the Services infringes your copyright, you should consider first contacting an attorney.

All Copyright Notifications must include the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
• Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We reserve the right, in our sole discretion and without notice, to terminate any User’s access to the Services if we determine that the User may be a “repeat infringer” of others’ intellectual property rights.

When you submit a report or a notice of alleged trademark or copyright infringement, you are attesting that the information in the report or notice is complete and accurate to the best of your knowledge. Please do not abuse our reporting tools by intentionally submitting false, duplicative, or otherwise bad-faith reports. Abusive use of reporting tools may itself result in enforcement action against your account, including suspension or termination.

Enforcement — If User Content is found to violate these Terms, we may take one or more of the following actions, in our sole discretion, with or without notice.

• Content Removal. We may remove, limit the distribution of, or otherwise restrict access to User Content that violates these Terms.
• Account Suspension or Termination. We may temporarily suspend or permanently terminate your account, in our discretion, without prior warning. If your account is terminated, You are prohibited from creating new accounts on the Services.
• Reporting to Law Enforcement. We may report relevant information involving certain violations of these Terms to law enforcement agencies, including the National Center for Missing and Exploited Children (NCMEC), as required or permitted by applicable law.

We may notify you when we remove your User Content or take other enforcement action to your account. If you believe that an enforcement action was issued in error, you may appeal the decision through the appeals process available by contacting us via support@gist.com. We aim to respond to appeals within 30 days of receipt, though response times may vary based on volume and complexity.

7. Your Sole Responsibility for Interactions with Other Users; Your Release of Us

Your Interactions with Other Users — You are solely responsible for your interactions with other Users, including how you interact with other Users through your User Content. If you have a problem with another User, we are not required to get involved, but we may choose to become involved. If requested by us, you will cooperate fully with any investigation, including by granting us access to any portion of your account that may be relevant to the investigation.

Your Release of Us — Unless otherwise provided under applicable law, if you have a dispute with another User, you release us (and our employees, officers, directors, agents, corporate parents, affiliates, subsidiaries, and joint ventures, and each of their respective legal representatives, successors, and assigns) from any claims, demands, losses, costs, liabilities, damages (indirect, actual, or consequential, including loss of profits, goodwill, use, or data), and expenses (including attorneys’ fees) of every kind and nature, whether known or unknown, expected or not expected, contingent or absolute, apparent or not apparent, that arise out of or relate to that dispute.

8. Links to Third-Party Websites, Resources, or Advertising

Our Services may feature advertisements from us or other companies. Our Privacy Policy explains what information we share with third parties. Please read our Privacy Policy carefully.

In addition, the Services may, from time-to-time, include third-party content, including links to third-party apps, products or services, websites, or resources. Use of these third-party materials may require your compliance with applicable terms of service, terms of use, and privacy policies you have agreed and accepted with third parties. You understand that, by using any third-party materials, you may encounter content that could be considered offensive, indecent, or objectionable. You agree (i) that you use third-party materials at your sole risk; (ii) that we shall not have any liability to you for third-party materials; (iii) that we shall not be responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of third-party materials. We do not control third-party materials and provide them solely as a convenience to you. You acknowledge sole responsibility for, and assume all risks arising from, your use of any third-party apps, products or services, websites, or resources.

9. Ending Your Relationship with the Services (and vice versa)

Suspension or Termination by Us — To the full extent permitted under applicable law, we may suspend, terminate, modify, or delete your account(s) and/or access to and use of the Services (or any part of them), at any time for any or no reason, with or without notice or liability to you or any third party. For purposes of explanation and not limitation, many account suspensions, terminations, and/or deletions may be the result of violations of these Terms. If applicable, please refer to the notice that you received from via support@gist.com for additional information.

Termination by You — You may terminate these Terms at any time by deleting your account.

Effect of Termination — Upon any termination or cancellation of the Services or your account(s), all provisions of these Terms which by their nature should survive will survive, including warranty disclaimers, limitations of liability, and dispute resolution provisions.

10. Your Indemnification of Us

To the full extent permitted under applicable law, you agree to defend, indemnify, and hold harmless us, our affiliates, parent corporations, and licensors, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, insurers, and reinsurers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to these Terms, your use of the Services or any part of them, your Posting of User Content, or any violation of these Terms. You agree to cooperate in the defense of actions covered by this provision.

11. Disclaimers and Limitation of Our Liability

Nothing in these Terms affects the statutory rights that you may have as a consumer of the Services. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain liabilities. In those jurisdictions, the exclusions and limitations below shall apply only to the extent permitted by the laws of these jurisdictions.

Warranty Disclaimers — You access and use the Services at your own sole risk.  We provide the Services on an “as is” and “as available” basis, without warranty of any kind.

• We make no representations or warranties of any kind, express or implied, as to the operation of the Services, or the information, content, materials, products (including software), or other services included on or otherwise made available through the Services. As set forth above, the Services’ performance may be affected by your hardware, software, internet access, or other factors, each of which we do not control.  In addition, we may suspend, withdraw, or restrict the availability of all or any part of our Services at any time and for any reason.
• You expressly agree that you use the Services at your sole risk. To the full extent permissible by law, we disclaim all warranties, express or implied, about the Services, including implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, non-infringement or availability, and any warranties arising out of course of dealing or usage of trade.
• We do not warrant that the Services will meet your requirements or be secure, free of viruses or other harmful components, or uninterrupted, that defects will be corrected, or that you will not encounter any connectivity problems or other technical issues.
• We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any information, content, materials, products, or other services included on or otherwise made available through the Services, including User Content.
• YOU ACCESS AND USE THE SERVICES AT YOUR SOLE RISK. WE EXPRESSLY DISCLAIM ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES.

Limitation of Our Liability and Cap on Damages — To the full extent permissible by law, you acknowledge and agree that neither we nor any other party involved in creating, producing, or delivering the Services (including our affiliates and corporate parents), will be liable:

• For any personal injury or indirect, incidental, punitive, special, exemplary, consequential, liquidated, or punitive damages, including lost profits, loss of data or goodwill, service interruption, computer damage, system failure, or the cost of substitute services, in anyway whatsoever (and under any theory in any applicable jurisdiction, including warranty, contract, and tort or negligence) arising out of or in connection with these Terms or your use of or access to the Services, even if we have been advised of the possibility of such damages; or
• For the conduct of third parties, including other users of the Services, User Content, and any operators of external platforms, apps, products or services, websites, or resources. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party platforms, products or services, websites, or resources. The risk of using any third-party app or third-party platform rests entirely with you.

THE RISK OF USING THE SERVICES RESTS ENTIRELY WITH YOU, AS DOES THE RISK OF ANY FORM OF INJURY FROM THE SERVICES OR THE CONDUCT OF THIRD PARTIES.

In addition, to the full extent permissible by law, the aggregate (or total) liability of us (and any other party involved in creating, producing, or delivering the Services, including our affiliates and corporate parents) to you arising out of or relating to these Terms, your relationship with us, or your use of or access to the Services will not exceed the greater of (i) the total amount paid by you in the twelve (12) months immediately before you first assert any claim, or (ii) one hundred U.S. dollars (US$100). These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation.

12. Time Limitation on Your Claims against Us

You agree that any claim you may have arising out of or relating to these Terms or your relationship with us must be filed within one (1) year after the purported claim arose. Otherwise, you acknowledge and agree that your claim will be permanently barred as untimely.  

13. Governing Law and Venue for Legal Disputes Not Subject to Arbitration

These Terms, and all claims or defenses based on, arising out of, or related to these Terms or our relationship under these Terms shall be governed by, and enforced in accordance with, the internal laws of the State of California, without reference to its choice of law rules or any principle calling for application of the law of any other jurisdiction.

Except as provided below, any disputes not subject to the Agreement to Arbitration set forth in these Terms shall be heard only in the state or federal courts located in Santa Clara County, California, unless we mutually agree to some other location.  Each of us consents to venue and personal jurisdiction in Santa Clara County, California, for purposes of any such action.

14. Informal Dispute Resolution Process; Agreement to Arbitration; Consolidated, Class Action, Collective Action, and Representative Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND INCLUDES A WAIVER OF A TRIAL BY JURY IN A COURT AND OF THE ABILITY TO BRING ANY CONSOLIDATED, CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION.

Notice of Claim and Required Informal Dispute Resolution Process

In the event of any controversy or claim arising out of or relating to these Terms, we shall consult and negotiate with each other and, recognizing our mutual interests, attempt to reach a satisfactory solution. If you wish to raise a dispute, you must first contact us at support@gist.com and then comply with the Informal Dispute Resolution Process described below. If these informal efforts do not resolve the concern or issue, as explained in more detail below and subject to certain exceptions, we each agree to resolve any dispute between us through binding arbitration or small claims court instead of in courts of general jurisdiction.

If you have any concerns about, or experience any issue with the Services, most user concerns or issues can be resolved by contacting us via support@gist.com. Before initiating the Informal Dispute Resolution Process (as described below) or any arbitration or court proceeding pursuant to this Section, you must first contact us to address your concerns or issues. Most disputes can be resolved that way.

If you have any concern or dispute that we cannot resolve, you agree to then try to resolve the dispute informally (the “Informal Dispute Resolution Process”) and in good faith by contacting us and providing an individual written notice of claim (the “Notice of Claim”) by sending an email to support@gist.com (Attention: Legal), with a copy to legal@gist.com. The Notice of Claim must provide us with an individualized and detailed description of the nature and factual basis of your individual, personal claim(s), the relief you seek (including a good-faith calculation of the specific monetary amount in dispute), information sufficient to identify your username, name, address, email, phone number, and the identity of your account(s). Your Notice of Claim may only include your individual personal claim(s) and may not be combined with a Notice of Claim for other individuals. After submitting your Notice of Claim, you and we then agree to meet and confer by email, telephonically, or by videoconference (such as Zoom), in good faith regarding your individual claim before taking any further action.

If any dispute related to your Notice of Claim cannot be resolved through the Informal Dispute Resolution Process within sixty (60) days of our receipt of the Notice of Claim, this Section explains how you and we agree to resolve it. As explained in more detail below, except for certain exceptions described below, we each agree to resolve any dispute between us through binding arbitration or small claims court instead of in courts of general jurisdiction. You understand and agree that you and we are giving up the right to sue in court and the right to have a trial before a judge or jury.

Agreement to Arbitration; Exceptions to Agreement to Arbitration

If we cannot resolve our dispute through customer support or through the Informal Dispute Resolution Process (as described above), and except as otherwise indicated, YOU AND WE AGREE TO RESOLVE ALL DISPUTES AND CLAIMS BETWEEN US IN BINDING ARBITRATION BEFORE A SINGLE ARBITRATOR, INCLUDING CLAIMS CONCERNING ANY ASPECT OF THE RELATIONSHIP BETWEEN US, YOUR ACCESS TO OR USE OF THE SERVICES, YOUR USE OF THE SERVICES, ANY USER CONTENT, OR YOUR ACCOUNT.

This Agreement to Arbitration is intended to be interpreted broadly, and it applies to all disputes or claims of any kind under any legal theory (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) that you may have or assert against us.

Except as otherwise indicated, you and we agree that the arbitrator shall have the exclusive authority to resolve any dispute arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope, applicability, or enforceability of this Agreement to Arbitration. Except as otherwise indicated, this includes questions about whether any dispute between us is subject to this Agreement to Arbitration (i.e., the arbitrator will decide the arbitrability of any dispute) and whether all or any part of these terms are void or voidable.

Please note that an arbitration is a proceeding before a neutral arbitrator, instead of before a judge or jury. Arbitration is less formal than a lawsuit in court and provides more limited discovery. It follows different rules than court proceedings and is subject to very limited review by courts. The arbitrator will issue a written decision and provide a statement of reasons if requested by either party. YOU UNDERSTAND THAT YOU AND WE ARE GIVING UP THE RIGHT TO SUE IN COURT AND THE RIGHT TO HAVE A TRIAL BEFORE A JUDGE OR JURY.

Exceptions to Agreement to Arbitration

This Section does not apply to the following types of claims or disputes, which you or we may bring in court in accordance with these Terms:

(1) claims of infringement or other misuse of intellectual property rights, including such claims seeking injunctive relief;

(2) claims for preliminary injunctive relief for violations of these Terms;

(3) claims to request enforcement or recognition of any award or order in any appropriate jurisdiction; and

(4) small claims, as described below.

Small Claims Court Exception — Any of us can bring a claim in small claims court either in Santa Clara County, California, or the county or jurisdiction where you live. If either party files a claim in arbitration that could have been brought in small claims court, the other party may elect to resolve the claim through small claims court (rather than through arbitration) by providing notice to the other party (and the arbitration provider) before appointment of an arbitrator; upon receipt of such notice, the arbitration provider shall administratively close the case before assessing any fees, and the party bringing the claim must proceed in small claims court in lieu of arbitration. Any dispute about whether a claim qualifies for small claims court shall be resolved by the small claims court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until there is a decision by the small claims court that the claim should proceed in arbitration rather than in the small claims court.

This Agreement to Arbitrate does not prevent you from bringing your dispute to the attention of any federal, state, or local government agencies that can, if the law allows, seek relief from us for you.

Procedure for Arbitration

The Federal Arbitration Act applies to this Agreement to Arbitrate. Any arbitration will be governed by the (i) Streamlined Arbitration Rules & Procedures of JAMS and (ii) the Mass Arbitration Procedures and Guidelines of JAMS if seventy-five or more similar demands for arbitration are filed by claimants represented by either the same law firm or law firms acting in coordination (a “Mass Arbitration”) (collectively the “Rules”), as modified by these Terms. The Rules are available at https://www.jamsadr.com/rules-streamlined-arbitration/ and https://www.jamsadr.com/mass-arbitration-procedures. We shall appoint one arbitrator (fluent in English), who will be bound by these Terms. In the event of a conflict between the rules of the arbitration provider and the Terms, including with respect to the assessment of the fees and costs of arbitration, these Terms will govern.

To start an arbitration proceeding, use the form available on the JAMS website (https://www.jamsadr.com/submit/). Your arbitration demand must include an individualized and detailed description of the nature and factual basis of your individual, personal claim(s), the relief you seek (including a good-faith calculation of the specific monetary amount in dispute), information sufficient to identify your username, name, address, email, phone number, and the identity of your account(s). In addition, your arbitration demand must demonstrate your compliance with the preconditions to arbitration outlined above (e.g., first contacting customer support and then following the Informal Dispute Resolution Process before proceeding to arbitration). If the arbitration demand does not demonstrate compliance with these requirements, the arbitration provider on its own initiative or upon notice shall administratively close the case before assessing any fees, and the party bringing the claim must proceed to satisfy the preconditions to arbitration outlined above before proceeding with arbitration.

Any arbitration under this Section that must take place in person (rather than through a more convenient virtual forum) will take place pursuant to the Rules and these Terms. The parties agree that any live proceedings, including the arbitration hearing, will be conducted at a location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances.

Payment of all filing, administrative, arbitrator fees, and costs of arbitration will be governed by the Rules, except as modified by these Terms. Notwithstanding the above, if you demonstrate that you are unable to afford the fees or costs of arbitration, qualify for a statutory exemption, or if the arbitrator determines that your payment of any portion of the costs or fees would be cost-prohibitive (as compared to litigation), we will pay them. Irrespective of the amount you seek, neither party shall be entitled to have their attorneys’ fees or costs paid by the other party; provided, however, that either party may seek to recover their attorneys’ fees and costs in arbitration if the arbitrator determines that the other party’s claims (or counterclaims) are frivolous or were brought for an improper purpose.

Consolidated, Class Action, Collective Action, and Representative Action Waiver

For disputes arising between us and you, or any other user, you and we agree that we can only bring a claim against each other on an individual basis. EXCEPT AS PROVIDED HEREIN WITH RESPECT TO MATTERS QUALIFYING AS A MASS ARBITRATION, NEITHER YOU NOR WE CAN BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION, CLASS-WIDE ARBITRATION, CONSOLIDATED ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION. EXCEPT AS PROVIDED HEREIN WITH RESPECT TO MATTERS QUALIFYING AS A MASS ARBITRATION, THE ARBITRATOR CANNOT COMBINE MORE THAN ONE PERSON’S CLAIM INTO A SINGLE CASE, AND CANNOT PRESIDE OVER ANY CONSOLIDATED, CLASS, COLLECTIVE, OR REPRESENTATIVE ARBITRATION PROCEEDING, UNLESS WE BOTH AGREE OTHERWISE IN WRITING. NONETHELESS, IF ANY PORTION OF THIS CONSOLIDATED, CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION WAIVER IS DEEMED UNENFORCEABLE OR INVALID, THE ARBITRATOR SHALL HAVE AUTHORITY TO ISSUE ANY AND ALL REMEDIES AUTHORIZED BY LAW.

YOU UNDERSTAND THAT, ABSENT THIS AGREEMENT TO ARBITRATION, YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CONSOLIDATED, CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH ARBITRATION (OR AS A QUALIFYING MASS ARBITRATION).

Opt Out

If you do not wish to be bound by this Agreement to Arbitration, you may opt out by sending written notice to support@gist.com within 30 days of first accepting these Terms. Opting out of arbitration does not affect any other provision of these Terms.

​​Severability

This Section applies to the maximum extent permitted by applicable law. If any competent authority deems any portion of this Section illegal or unenforceable, such provision will be severed and the remainder of this Section will be given full force and effect.

If any competent authority determines that applicable law precludes the arbitration of any claim, cause of action, or requested remedy, then that claim, cause of action, or requested remedy, and only that claim, cause of action, or requested remedy, will be severed from this Agreement to Arbitration (as described below), and will be brought in a court of competent jurisdiction. If a claim, cause of action, or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action, or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action, and requested remedies are resolved by the arbitrator.

Survival

This Section shall survive termination of these Terms.

15. Miscellaneous Provisions

Entire Agreement — These Terms constitute the entire and exclusive understanding and agreement between us and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between us and you regarding the Services.

Severability — If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.

No Assignment or Transfer by You — You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Nothing in these Terms shall be construed to create any right, benefit, or remedy in favor of any third party, and no third party shall be entitled to enforce any provision of these Terms. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

We may freely assign or transfer these Terms without restriction.

No Waiver — Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by our duly authorized representative. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

California Notice — Pursuant to California Civil Code Section 1789.3, we note the following for consumers from California: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 1(916) 445-1254 or 1(800) 952-5210. We may be contacted in writing at the addresses set forth in the “Contact Information” section.

Force Majeure — We will not be liable for any failure or delay in performance of the Services as a result of any event outside our reasonable control affecting the ability to perform in performance of the Services, including an act of God, fire, flood, lightning, pandemic, compliance with any law or governmental order, rule, regulation or direction (including sanctions), war, revolution, act of terrorism, riot or civil commotion, strikes, locks outs and industrial action, failure of supplies of power, fuel, communication, transport, equipment, raw materials, or other goods or services.

16. Contact Information

If you have any questions about these Terms or the Services, please contact us at support@gist.com or the address set forth below:

Gist App LLC
1100 Page Mill Road, Palo Alto, CA 94304