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Terms of Use

These Terms of Use ("Terms") set forth the legally binding terms and conditions between you ("You") and ProrataAI, Inc., also known as Gist.ai (the "Company," "Prorata," "We," "Our" or "Us") for your use of our websites (www.prorata.ai and www.gist.ai) and our applications, services, widgets, and tools (collectively, the "Services"). We may amend the Terms at any time by posting the amended terms of the Services and you can review the most current version of these Terms at any time. BY ACCESSING, BROWSING OR OTHERWISE USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. If you do not agree to these Terms, please do not access or use the Services.

Your access to and use of the Services may also be subject to additional terms of agreement between us and you with respect to particular service offerings. We reserve the right to require that you agree to separate or supplemental agreements as a condition of your use and/or purchase of such additional products, services and/or content, which terms will apply in addition to these Terms (altogether referred to herein as the "Agreement").

Privacy

Information that is collected during your use of the Services is subject to the Company Privacy Notice, which is incorporated herein by reference.

Access

You must be at least 18 years of age, and, where law requires an older legal age, of legal age for contractual consent or older to use the Services.

If you have entered into this Agreement on behalf of a company or other entity, you represent that you are authorized to enter into this Agreement on behalf of that entity, and you expressly represent that the entity agrees to be bound by this Agreement. If you have entered into this Agreement on an individual basis, you represent that you are the age of legal majority or older in your jurisdiction (aged 18 and over) and have the legal capacity to enter into and be bound by this Agreement.

Due to the age restrictions, no content or information from the Services falls within the Child Online Privacy Protection Act ("COPPA") and is not monitored as doing so.

Registration and Account Information

If the Services require you to register and create an account to access the Services (or some portion of them) for your own use only (i.e., individual or entity), by registering and creating an account you agree to be bound to this Agreement. You must provide us with accurate, complete, and up-to-date account information, including maintaining accurate and up-to-date email addresses for billing and other purposes. You may not authorize others to use your account, and you may not assign or otherwise transfer your account or this Agreement to any other person or entity. You also understand that you are responsible to keep your account information secure and not disclose your account credentials to anyone. You alone remain solely responsible for all activities that occur under your account.

Updates or Changes to the Platform or 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, new software modules, or new versions). You understand that these improvements, enhancements, or tests may impact your or end users' experience. In addition, we may add or remove functionalities or features of the Platform or the Services at any time, and we may modify, suspend, restrict, terminate, or stop the Platform or the Services (or any portion of them) at any time. We may also suspend, restrict, delete, or remove access to the Platform or the Services (or any portion of them) or your account at any time.

Notifications and Messages

We may from time to time send you notifications or messages regarding the Platform, the Services, and the Software. By using the Services, you consent to receive these messages from us, our affiliates, or our providers.

Changes to This Agreement

We may modify or update this Agreement. If we modify or update this Agreement, we will post the revised agreement. In addition, we may notify you directly via email and/or through the Services. By continuing to use the Services after those modifications or updates, you agree to be bound by the revised Agreement.

Generative AI

The Gist.ai platform and services permit end users ("Users") to input and submit information ("Input") into the Services, and the Services will generate responses based on such Input utilizing licensed content from third-party content owners ("Output"). Input and Output are collectively, "Content." User acknowledges that due to the nature of generative artificial intelligence tools, Output may be incorrect, not current, or not unique. We encourage Users to remain vigilant to evaluate whether Outputs are appropriate, including where human review is appropriate, before using or sharing Outputs. User acknowledges that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information.

Answers are provided to Users for their personal professional use, but not for resale or other commercial use. You may not redistribute Answers (except by using any "share" button or similar functionality as included within the Services). Users may not direct the Services to generate any Output in violation of any laws, intellectual property rights, or contractual restrictions. By submitting any Input through the Services, User represents and warrants that its submission of Input for use of the Services will not breach any law or any third party's rights related to such Input.

Further, in using the Services, User agrees to utilize good judgment and, among other behaviors, shall not:

  • Submit Input or request any Output that is unlawful, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially or ethnically discriminatory.
  • Submit Input or request any Output that violates, encourages the violation of, or offers guidance on violating any applicable law or regulations.
  • Pretend to be someone or something else, or provide false information or misrepresent User's connection to a person or entity.
  • Attempt to solicit personal information.
  • Utilize the Services to generate illegal or obscene content (as determined solely by Prorata) or any content that breaches a Prorata policy; or employ the Services (or any aspect thereof or the technology within) in a way that infringes upon, wrongfully appropriates, or otherwise breaches the intellectual property rights or any other rights of individuals, or contravenes any applicable laws.
  • Use the Output (or any other part of the Services) to train any other artificial intelligence products or services.

For the abundance of clarity, any restriction(s) or limitation(s) herein regarding how you or Users may use the Services are not intended to be limitations on our rights with respect to the Services or how we may use or distribute them.

Electronic Communications

When you visit the Site, use our Services, or send e-mails to us, you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices. You agree that all notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Intellectual Property; Trademarks

As between the parties, Prorata or its licensors retain all right, title and interest, including all intellectual property rights, in and to the Services and any and all improvements, modifications or enhancements thereto, as well as all related software programs, data, documentation, specifications, descriptions, algorithms, models, methods, processes, techniques and know-how (the "Prorata Property"). As between the parties, the content owner retains all intellectual property rights in and to all Content (subject to Prorata's ownership of any Prorata Property contained therein). We own the rights to any data we collect from or about your use of the Services, subject to our privacy policy.

"Company Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations the Company uses in connection with its products and services. You shall not copy, display or use any Company Trademarks without the Company's prior written consent. You are not permitted to incorporate any Company Trademarks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, nor shall you co-brand your own products or material with Company Trademarks. You acknowledge the Company's rights in the Company Trademarks and agree that any use of the Company Trademarks by you shall inure to the Company's sole benefit.

Content is licensed from third parties and all such third-party content and all intellectual property rights related to such Content belong to the respective third-party content owners. All third-party trademarks and/or logos used on this Services are the trademarks, service marks, or logos of their respective owners. We are not responsible for third-party content. Company does not have editorial control over such content. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed or made available by third parties, including without limitation, suppliers and licensors, advertisers, or any customer or user of the Services, are those of the respective authors, licensors, or distributors and not of Company or its affiliates or any of its officers, directors, employees, or agents. Company neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, submission, posting, or statement made on the Services.

Unless explicitly stated herein, nothing in these Terms shall be construed as conferring to you any license to any Company or third-party intellectual property rights, whether by estoppel, implication, or otherwise.

Restrictions on Use

You agree to use the Services consistent with this Agreement and all applicable laws and regulations. You and all Users (including any person or technology accessing the Services) agree that they shall NOT:

  • Access or scrape the Services or cache and archive the Content by any automated means unless you are a search engine crawling the Services for the sole purpose of creating a publicly accessible search index, which includes a link or other attribution back to these Services or the Content owner, as applicable.
  • Copy, modify, create derivative works from or distribute any Services or use the Services for any purpose not explicitly authorized.
  • Modify, decompile, or reverse engineer any code related to the Services, or disrupt, interfere with, or bypass the security or any technical protections on the Services; or attempt to derive the source code of the underlying ideas, algorithms, structure or organization from the Services, except to the extent required by law.
  • Link to the Services using any HTML techniques that display the Services within a frame, partial window, popup, pop-under, or any other non-standard linking method, or redistribute content from the Services.
  • Upload or transmit anything that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment related to the Services.
  • Use the Services by or on behalf of any party or person other than yourself or the entity for which you are authorized.
  • Take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure.
  • Do anything that could disable, damage or change the functioning or appearance of the Services, including the presentation of advertising.
  • Access (or attempt to access) the Services or any content therein through any automated means (including without limitation via use of any script or web crawler, page-scrape, spider, robot, index, data mining, agent or other automatic device, program, algorithm or other similar data gathering or extraction tools), including without limitation to use, access, copy, or acquire information, generate impressions, input information, store information, search, generate searches or monitor any portion of this website, or redistribute any content or to train any other artificial intelligence products or services.
  • Make improper use of our support team or submit false reports of abuse or misconduct.
  • Use the Services in a manner inconsistent with any applicable laws or regulations.
  • Access, use, study or benchmark the Services to create or improve a competing product or service.
  • Do anything that smacks of bad online citizenship or is illegal, such as misappropriate content, hack into our systems, or otherwise cause harm to the Services.

Company has no obligation to monitor the Services. However, you acknowledge and agree that Company has the right to monitor the Services electronically from time to time, and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Services properly, or to protect itself or its customers. Company reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of these Terms.

Third-Party SDKs or Other Software Integrations

Your use of any third-party SDKs, APIs, pixels or cookies, connections, or similar software in connection with the Services may be governed by third-party terms applicable to those integrations, connections, or software. We have no responsibility for any aspect of these third-party integrations, connections, or software, including any ad serving or data processing that may occur through them.

General Practices Regarding Use and Storage

You acknowledge that we may establish general practices and limits concerning use of the Services, including without limitation the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on our servers on your behalf. You agree that we have no responsibility or liability for the deletion or failure to store any data or other content maintained or transmitted by the Services. We reserve the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that we may change these general practices and limits at any time, in its sole discretion, with or without notice.

Disclaimer of Warranties and Limitations of Liability

THIS SERVICES ARE PROVIDED BY THE COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED ON THIS SERVICES AND THE COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, AND NON-INFRINGEMENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SERVICES IS AT YOUR SOLE RISK. THIS DISCLAIMER IS MADE TO THE FULLEST EXTENT PERMITTED BY LAW. In addition, we may suspend, withdraw, or restrict the availability of all or any part of the Services (including "beta" features or tools) at any time and for any reason. If you are not completely satisfied with the Services, your sole remedy is to cease using the Services.

IN NO EVENT WHATSOEVER SHALL THE COMPANY OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, AND DIRECTORS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME, (ARISING UNDER TORT, CONTRACT, OR OTHER LAW) REGARDLESS OF SUCH PARTY'S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY'S LIABILITY HEREUNDER IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW, PRORATA'S MAXIMUM LIABILITY HEREUNDER IS LIMITED TO $100.00.

If we breach this Agreement, you agree that your exclusive remedy is to recover, from us or any affiliates, resellers, distributors, and vendors, direct damages up to an amount equal to your Services fee for one month (or up to USD $100.00 if the Services are free). YOU CAN'T RECOVER ANY OTHER DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, DIRECT, CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE. These limitations and exclusions apply if this remedy doesn't fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything related to these Terms.

We shall not be liable for any circumstances arising out of causes beyond our reasonable control or without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures, or other force majeure.

Copyright Complaints and Take Downs — Rights Under the DMCA

If you believe that your intellectual property rights have been infringed anywhere in relation to the Services, or your rights have otherwise been violated, please send notice to the address below. We may delete or disable Content alleged to be infringing and may terminate accounts of repeat infringers.

If you are a copyright owner or an agent thereof and believe that any content in our Services infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") under this section.

ProrataAI, Inc.
130 W. Union St.
Pasadena, CA 91103
Attn: General Counsel / Copyright Agent

Written claims concerning copyright infringement must include the following information:

  • A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest.
  • A description of the copyrighted work that you claim has been infringed upon.
  • A description of where the material that you claim is infringing is located on the site.
  • Your address, telephone number, and e-mail 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.
  • 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.

You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.

Submissions and Feedback

Please do not send us any material that you believe is confidential or proprietary or for which you expect to receive consideration or compensation of any kind. By submitting material to the Company, you acknowledge that such material is neither confidential nor proprietary, and you waive the right to receive compensation of any kind for the material. Any material, information or idea you transmit to the Company will be treated as non-confidential and non-proprietary and the Company will be free to copy, disclose, distribute, incorporate and otherwise use any such submission for any and all commercial and non-commercial purposes. We do not accept submissions of business plans or ideas through this Services. You may provide suggestions, comments, or other feedback with respect to the Services, including ideas for modifications and enhancements (the "Feedback"). You assign to us all right, title and interest in and to the Feedback and it becomes our sole and exclusive property. Prorata may use your Feedback for any purpose without any obligation or compensation to User.

Beta Services

Prorata may make certain services, features or functionality available that are designated by Prorata as a beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description (the "Beta Services"). Subject to these Terms, we grant you a limited right to access and use the Beta Services solely for evaluation purposes in accordance with the terms herein. This license automatically terminates upon your breach of any of these terms. We also reserve the right to modify the Beta Services or terminate for any reason, without liability. You acknowledge and agree that the Beta Services are not at the level of performance or compatibility of a final, generally available product offering, and may be substantially modified prior to commercial availability, or withdrawn. The Beta Services may not be fully functional, may contain bugs and errors and may have reduced or different security, privacy, accessibility and reliability standards relative to commercial offerings. You use any Beta Services only at your own risk. We provide no assurance that any specific errors or performance issues in the Beta Services will be corrected. THE BETA SERVICES ARE PRELIMINARY IN NATURE AND MAY NOT ALWAYS WORK AS WE INTEND AND USER ACKNOWLEDGES AND AGREES THAT THE BETA SERVICES ARE PROVIDED "AS-IS" IN ALL RESPECT INCLUDING PERFORMANCE, SPEED, FUNCTIONALITY, ACCURACY, SUPPORT, AND AVAILABILITY.

Indemnification

You agree to indemnify and hold the Company and its affiliates and each of their employees, contractors, agents, officers, and directors harmless from any claim or demand made and all associated costs, damages and liabilities, including reasonable attorneys' fees, arising out of or related to your use of the Services, your violation of any terms or conditions of these Terms, your violation of applicable laws, or your violation of the rights of any other person or entity.

Choice of Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the state of California, exclusive of its choice of law or conflicts of law rules. You agree that the exclusive venue for all litigation regarding or arising out of these Terms shall be in Los Angeles County, California, and you agree to submit to the jurisdiction of the courts in Los Angeles County, California for such litigation. Excluding claims for equitable relief, either party may elect to resolve the claim through binding arbitration by initiating arbitration through an established provider that is agreed by the parties. The arbitration must be conducted under the following rules: (a) at the choice of the party seeking relief, the arbitration shall be conducted by telephone, online, or solely on written submissions; (b) no party or witness will make any personal appearance unless the parties agree otherwise; and (c) the winning party may have the arbitrator's award entered as a judgment in any court of competent jurisdiction. Any claims (in court or in arbitration) must be brought in the initiating party's individual capacity and not as a plaintiff or class member in any class action or other similar proceeding. This Agreement does not allow class actions or collective arbitrations even if the arbitration procedures or rules would. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

Time Limitation on Claims

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

Miscellaneous Provisions

If one or more portions of these Terms shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other provision contained in these Terms. Any delay or failure to require performance of any provision hereof shall in no manner affect any right at a later time to enforce such provision. No delay or failure in exercising any right hereunder shall constitute a waiver of such right or any other rights hereunder. Our suppliers and licensors are third-party beneficiaries of the terms hereof. To the extent of any direct conflict or inconsistency between the provisions in these Terms and any executed agreement between the Company and the User, that agreement shall control (but otherwise are supplemented by these Terms).

Our Right of Assignment or Delegation

You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. We may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Force Majeure

Prorata will not be in breach of this Agreement nor liable for any failure or delay in performance of any obligations under this Agreement as a result of any event outside the reasonable control of Prorata affecting its ability to perform any of its obligations under this Agreement, 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, lock outs and industrial action, failure of supplies of power, fuel, communication, transport, equipment, raw materials, or other goods or services.

The Services are operated by the Company in the United States. ProrataAI, Inc., 130 W. Union St., Pasadena, CA 91103. Access or use from outside the U.S. is still subject to this Agreement. Access to the Services is expressly prohibited from territories where this site or the Services, or any portion thereof, is illegal. You agree not to access or use any information or materials on the Services in violation of U.S. export laws and regulations, or in violation of any laws or regulations in the country from which you are accessing the Services.

Dated: March 31, 2026

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