Terms of Service

1. Definitions

• “Submitter” means an end user who submits feedback through a Customer's Gistback form.
• “Submission” means feedback content and any contact information a Submitter provides through a Customer's form.
• “Customer Content” means the configuration, branding, prompts, materials, and data Customer provides to or makes available through the Service, excluding Submissions.
• “Output” means reports, summaries, classifications, recommended actions, and other content generated by the Service, including by large language models, in response to Customer Content or Submissions.
• “Usage Data” means anonymized, aggregated, statistical, telemetry, and operational data derived from your use of the Service that does not, on its own, identify you or any natural person.

2. Eligibility; Accounts

• You must be at least 18 years old and able to form a legally binding contract.
• You are responsible for all activity under your account and for maintaining the confidentiality of credentials and API keys.
• You must provide and maintain accurate, current, and complete account information.
• We may verify your identity, refuse registration, suspend, or terminate accounts at our sole discretion.

3. The Service; Changes

We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term, solely for your internal business purposes and in accordance with these Terms and our documentation. We may modify, add, remove, throttle, suspend, or discontinue any part of the Service, including features, plans, limits, and pricing, at any time. We will use commercially reasonable efforts to notify you of material adverse changes.

4. Plans, Fees, Metering, and Taxes

• Paid plans are billed in advance on a recurring basis through our payment processor. The Platform plan is metered on accepted Submissions; you may set spend caps but you remain responsible for charges incurred up to the cap.
• You authorize us and our processor to charge your designated payment method for all fees, applicable taxes, currency-conversion fees, and overage charges. Failed payments may result in suspension or termination.
• Except where prohibited by law, all fees are non-refundable and non-cancelable. Cancellation takes effect at the end of the current billing period.
• Fees are exclusive of taxes, duties, and similar governmental assessments. You are responsible for all such taxes other than taxes on our net income.
• We may change pricing on at least 30 days' notice; changes take effect at the start of your next renewal term.
• Disputed charges must be raised in writing within 30 days of the invoice date; charges not disputed within that period are deemed accepted.

5. Acceptable Use

You will not, and will not permit any third party to:

• use the Service in violation of any law, regulation, third-party right, or our published policies;
• collect feedback through deceptive, harassing, threatening, defamatory, or rights-infringing means;
• solicit, collect, or process from Submitters any government identifiers, financial-account or payment-card data, precise geolocation, biometric data, children's data, health information, login credentials, or other sensitive personal data;
• use the Service to send spam, malware, phishing, or unsolicited commercial communications;
• reverse engineer, decompile, disassemble, or attempt to derive the source code, models, weights, or algorithms of the Service except to the extent expressly permitted by applicable law notwithstanding this restriction;
• scrape, mirror, frame, sublicense, resell, or build a competing product or service from the Service or its Output;
• use the Service to train, fine-tune, distill, evaluate, or benchmark a machine-learning model, large language model, or generative AI system;
• interfere with or disrupt the Service, bypass rate limits, metering, abuse-prevention, or access controls, or probe, scan, or test the vulnerability of any system without our prior written permission;
• misrepresent your identity or affiliation, or impersonate any person or entity;
• permit access by any individual or entity that competes with Gistback;
• use the Service in a way that exceeds reasonable volume, frequency, or cost relative to your subscription tier; or
• export, re-export, or transfer the Service in violation of U.S. or other applicable export-control or sanctions laws.

We may investigate suspected violations and may suspend, throttle, or terminate access immediately, with or without notice, if we determine in our sole discretion that suspension is necessary to protect the Service, Gistback, our other customers, Submitters, or third parties, or to comply with law.

6. Customer Responsibilities

• You are solely responsible for Customer Content and for your collection, use, and disposition of Submissions, including providing all required notices, obtaining all required consents, and honoring all rights requests of Submitters under applicable law.
• You will display, link to, or otherwise present to Submitters privacy notices and contact information that comply with applicable law and disclose Gistback's role as a processor.
• You will not configure or use the Service in a way that requires Gistback to process special-category, sensitive, regulated, or children's data, and you represent that you have a lawful basis for the personal data you process through the Service.
• You are responsible for the accuracy, quality, legality, and backup of Customer Content, and for all decisions and actions you take based on Output.

7. Intellectual Property; Licenses

7.1 Gistback IP.

As between the parties, Gistback and its licensors own and retain all right, title, and interest in and to the Service, our software, models, prompts, weights, datasets, documentation, trademarks, designs, know-how, and all related intellectual property rights, and all derivatives, modifications, and enhancements thereof. No rights are granted to you except those expressly set forth in these Terms. All rights not expressly granted are reserved.

7.2 License to Customer Content and Submissions.

You grant Gistback and its subprocessors a worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable license to host, copy, transmit, display, process, analyze, classify, screen, route, modify, create derivative works of, and otherwise use Customer Content and Submissions to (a) provide, secure, and improve the Service; (b) generate Output; (c) prevent abuse, fraud, and policy violations; (d) comply with law; and (e) create and use Usage Data. You represent and warrant that you have all rights necessary to grant this license.

7.3 Output.

Subject to your payment of fees and compliance with these Terms, as between the parties, you may use Output for your internal business purposes. Output is generated using probabilistic models and may be incorrect, incomplete, biased, or offensive; we make no warranty as to Output and you must independently evaluate Output before relying on it.Gistback may produce identical or similar Output for other customers, and nothing in these Terms limits Gistback's right to do so.

7.4 Usage Data.

Gistback may collect, generate, use, and disclose Usage Data for any lawful business purpose, including operating, maintaining, developing, improving, and marketing our products and services and training and tuning Gistback's own models, provided that Usage Data does not, on its own, identify you, any Submitter, or any natural person.

7.5 Feedback.

If you provide suggestions, ideas, enhancement requests, or other feedback regarding the Service (“Feedback”), you grant Gistback a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, modify, and exploit the Feedback for any purpose, without attribution or compensation.

7.6 Marks.

We may identify you as a customer and use your name and logo in customer lists and standard marketing materials, subject to any reasonable trademark guidelines you provide in writing.

8. Confidentiality

Each party may disclose non-public information of the other (“Confidential Information”). The recipient will (a) protect Confidential Information using at least the same care it uses to protect its own confidential information of like nature, and in no event less than reasonable care; and (b) use and disclose Confidential Information solely to perform under or enforce these Terms. The recipient may disclose Confidential Information as required by law if it provides reasonable advance notice (where legally permitted) and cooperates in any effort to obtain confidential treatment. Gistback's Confidential Information includes the Service, models, prompts, technical architecture, security measures, pricing, roadmap, and benchmarking results.

9. Privacy and Data Protection

Our processing of personal data is described in our Privacy Policy, which is incorporated by reference. Where Gistback processes personal data on your behalf, our then-current Data Processing Addendum (available on request) governs that processing and is incorporated by reference. You are the controller (or equivalent) of personal data you process through the Service and warrant that you have a lawful basis for that processing.

10. Third-Party Services

The Service interoperates with third-party products and services (including authentication, payment, hosting, email, analytics, inference, and short-link infrastructure). Your use of those third-party services is governed by their own terms, and we are not responsible or liable for them. Their availability may change at any time.

11. Beta and Preview Features

Features identified as “beta,” “preview,” “experimental,” or similar are provided “AS IS” without any warranty, support, or service-level commitment. We may modify or discontinue them at any time without liability. Your use of beta features is at your sole risk.

12. Suspension

We may suspend the Service or your account immediately if (a) you breach these Terms or our policies; (b) your use poses a security, legal, financial, performance, or reputational risk to the Service, Gistback, or others; (c) we receive a credible legal demand; (d) fees are past due; or (e) required by law.

13. Term; Termination

These Terms apply from the date you first accept them and continue for as long as you use the Service. Either party may terminate for the other's material breach if the breach is not cured within 30 days of written notice. We may terminate immediately for cause if we determine in good faith that immediate termination is necessary to protect the Service or third parties. Upon termination, your rights to access the Service end. We may delete Customer Content, Submissions, and Output after termination as described in our Privacy Policy and standard data-retention schedules. Sections that by their nature should survive termination will survive, including ownership, confidentiality, fees accrued, disclaimers, limitations of liability, indemnification, and dispute resolution.

14. Disclaimers

THE SERVICE, INCLUDING ALL OUTPUT AND BETA FEATURES, IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GISTBACK AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, NON-INFRINGING, OR FIT FOR ANY PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING OUTPUT AND FOR ANY DECISIONS OR ACTIONS YOU TAKE BASED ON IT.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL GISTBACK, ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUES, GOODWILL, USE, DATA, OR BUSINESS OPPORTUNITY; (C) BUSINESS INTERRUPTION; (D) COST OF SUBSTITUTE GOODS OR SERVICES; OR (E) DAMAGES ARISING OUT OF OUTPUT, BETA FEATURES, FREE-TIER USE, OR THIRD-PARTY SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

GISTBACK'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE LESSER OF (I) THE FEES YOU ACTUALLY PAID TO GISTBACK FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY OR (II) ONE HUNDRED U.S. DOLLARS (US$100). THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE) AND APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

The limitations in this Section reflect the allocation of risk between the parties and are essential elements of the basis of the bargain.

16. Indemnification by Customer

You will defend, indemnify, and hold harmless Gistback and its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any and all third-party claims, demands, investigations, and proceedings, and any resulting damages, liabilities, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) Customer Content; (b) Submissions or your collection, use, or disposition of them; (c) your use of Output; (d) your use of the Service in violation of these Terms, applicable law, or third-party rights; (e) any dispute between you and a Submitter, end user, or other third party; or (f) your alleged or actual breach of any representation, warranty, or covenant in these Terms. Gistback may, at its option and expense, assume exclusive control of the defense and settlement of any matter subject to indemnification by you, and you will cooperate as reasonably required.

17. Governing Law; Venue

These Terms are governed by the laws of the State of Delaware, U.S.A., without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. Subject to Section 18, the exclusive venue for any claim not subject to arbitration is the state and federal courts located in Wilmington, Delaware, and each party irrevocably consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum.

18. Binding Arbitration; Class-Action Waiver; Jury-Trial Waiver

Please read this Section carefully. It requires most disputes between you and Gistback to be resolved through binding individual arbitration and not in court.

18.1 Agreement to Arbitrate.

You and Gistback agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, Output, or our relationship (a “Dispute”) will be resolved exclusively by final and binding arbitration administered by JAMS under its then-current Streamlined Arbitration Rules and Procedures, except as modified here. The seat of arbitration will be Wilmington, Delaware. The arbitration will be conducted in English by one neutral arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

18.2 Class-Action and Jury-Trial Waiver.

ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF THIS WAIVER IS HELD UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION SECTION WILL BE NULL AND VOID, BUT THE REMAINDER OF THESE TERMS WILL REMAIN IN FULL FORCE AND EFFECT. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY.

18.3 Carve-Outs.

Either party may (a) bring an individual action in small-claims court if the claim qualifies, and (b) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidentiality obligations, or security obligations.

18.4 30-Day Right to Opt Out.

You may opt out of this arbitration agreement by sending written notice of your decision to opt out to legal@gistback.com within 30 days after first becoming subject to these Terms. The notice must include your full legal name, account email, and a clear statement that you wish to opt out of arbitration.

19. Time-Limited Claims

Any cause of action or claim you may have arising out of or related to these Terms or the Service must be commenced within one (1) year after the cause of action accrues; otherwise, it is permanently barred.

20. Force Majeure

We will not be liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, war, terrorism, civil unrest, labor actions, governmental actions, epidemics or pandemics, internet or utility failures, supplier failures, denial-of-service attacks, or AI-provider outages.

21. Export Controls and Sanctions

You will comply with all applicable export-control and sanctions laws, including those of the United States. You represent that you are not located in, ordinarily resident in, or organized under the laws of any country or region subject to comprehensive U.S. sanctions, and that you are not on any U.S. or other applicable restricted-party list.

22. U.S. Government Users

The Service is “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202. Use, duplication, or disclosure by the U.S. Government is subject only to these Terms.

23. Notices

We may give notice to you by email to the address associated with your account, by posting in the Service, or by any other reasonable means. You consent to receive electronic communications and agree that all notices, agreements, disclosures, and other communications we provide electronically satisfy any legal requirement that they be in writing. Legal notices to Gistback must be sent to legal@gistback.com.

24. Assignment

You may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without our prior written consent, and any attempted assignment in violation of this Section is void. Gistback may assign or transfer these Terms in whole or in part without restriction. Subject to the foregoing, these Terms bind and benefit the parties and their permitted successors and assigns.

25. Modifications

We may modify these Terms at any time by posting an updated version and updating the “Last updated” date. If we make material changes, we will use commercially reasonable efforts to provide notice through the Service or by email. Modifications take effect on the effective date stated in the update. Your continued use of the Service after the effective date constitutes acceptance. If you do not agree, your sole remedy is to stop using the Service.

26. Independent Contractors; No Third-Party Beneficiaries

The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, employment, or fiduciary relationship. Except as expressly stated, there are no third-party beneficiaries of these Terms.

27. Entire Agreement; Severability; No Waiver; Headings

These Terms, together with any policies or addenda we incorporate by reference, constitute the entire agreement between you and Gistback regarding the Service and supersede all prior or contemporaneous agreements, understandings, and communications. Any pre-printed, standard, or boilerplate terms in any purchase order or other document you issue are expressly rejected and have no effect. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision is not a waiver of that or any other right or provision. Headings are for convenience only.

28. Contact

Questions about these Terms? Contact us at legal@gistback.com.