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theGist Terms of Use

These Terms of Use, including any documents and references incorporated herein (collectively the “Terms of Use”), constitute binding terms by and between the Company and Customer listed on the applicable Order Form (each, a “Party” and collectively, the “Parties”). These Terms of Use, together with the Order Form which Customer has signed (the “Order Form”) constitute a binding agreement (the “Agreement”). By signing the Order Form, Customer acknowledges these terms and the terms of the executed Order Form and represents that it has fully read and understood and agrees to be bound by this Agreement (the date of such occurrence being the “Effective Date”). 

Capitalized terms shall have the meaning assigned to them herein or, where applicable, under the Order Form.

WHEREAS, theGist owns or has rights to grant access to and use of the theGist (“theGist” or, the “Company”) software-as-a-service (SaaS) (“Platform”), which integrates with third party software (such as Slack, Gmail, Monday and others) and acts as a data-organizing platform intended to help Customer to aggregate and analyze data scattered across multiple applications from a single interface; 

WHEREAS, Customer desires to obtain permission from theGist to access and use the Platform, and theGist is willing to grant such rights to use the Platform on the terms and conditions as set forth herein.

 

NOW, in consideration of the mutual covenants herein, the parties agree as follows:

1. Access and Use. 

theGist hereby grants to Customer a limited, personal, non-transferable, non-exclusive, temporary right to access and use the Platform during the Service Term (as defined below), solely for Customer’s internal use (“Subscription”). Customer may only use the Platform in accordance with the Order Form and applicable laws and regulations. Customer shall permit the Platform to be connected to its networks and allow access thereto. The Platform may be accessed solely by Customer's employees who are explicitly authorized by Customer to access and use the Platform (each, a “User”). Customer shall promptly report any unauthorized access or use of the Platform to Company.

2. Payment Terms. 

Invoices will be issued annually, with payment due 30 days from receipt of invoice, unless otherwise stated in the Order Form. Fees are exclusive of any taxes or other governmental charges. In case of a late payment, theGist will provide notice to Customer. Customer will make the payment immediately upon notice, a failure to do so shall constitute sufficient cause for theGist to immediately suspend performance or terminate this Agreement. 

3. Support Services.

 theGist shall provide standard support and maintenance services with respect to the use of the Platform, including upgrades, to the extent they become available.

4. Restrictions

Customer shall not, and shall not encourage or permit any third party to: (i) alter, merge, adapt, modify, translate, reverse engineer, decompile, disassemble or otherwise derive, or attempt to derive, the source code of the Platform; (ii) create derivative works based upon the Platform; (iii) sell, rent, lease, transfer, or sublicense the Platform; (iv) copy the software; (v) remove any proprietary notices or labels on or affixed to the Platform; (vi) use the Platform for any purpose other than this Agreement; (vii) use the Platform to develop any product which is similar to the Platform; (viii) work around any technical limitations in the Platform; (ix) use the Platform for any unlawful purpose, or (x) modify any software embedded in the Platform unless expressly directed by theGist.

 

5. Confidentiality.

Each of theGist and Customer (each, a “Recipient”) may have access under this Agreement to certain non-public or proprietary information or materials of the other Party (the “Discloser”), whether in tangible or intangible form (“Confidential Information”). Confidential Information will not include information or material which Recipient can demonstrate: (a) was in the public domain at the time of disclosure by Discloser to Recipient hereunder; (b) became part of the public domain after disclosure by Discloser to Recipient hereunder, through no fault of Recipient; (c) was in the Recipient's possession at the time of disclosure by the Discloser hereunder, and was not subject to prior continuing obligations of confidentiality by Recipient to Discloser; (d) was rightfully disclosed to the Recipient by a third party having the lawful right to do so; and/or (e) was independently and rightfully developed by the Recipient without use of, or reliance upon, Discloser's Confidential Information. Recipient shall use Discloser's Confidential Information solely for the purpose of Recipient performing its obligations and/or exercising its rights under this Agreement. Recipient shall not disclose the Discloser's Confidential Information to any third party, except to its employees or contractors that have a need to know such information and that are bound by obligations at least as protective as provided herein. Each party acknowledges that in the event of a breach or threatened breach of this Section (Confidentiality) by the other party, the non-breaching party may suffer irreparable harm or damage for which monetary damages will be inadequate, and will, therefore, be entitled to seek injunctive relief to enforce this Section.

6. Data

6.1 Customer hereby grants theGist with a non-exclusive, non-sublicensable, non-transferable, royalty-free, irrevocable, limited license to copy, store, process, and otherwise use data submitted by Customer or accessed by the Platform ("Data"), solely for the purpose of providing the services related to the Platform under this Agreement. 

 

6.2 Notwithstanding the foregoing, theGist may use anonymous analytics derived from the use of the Platform for development and statistical purposes and such data shall not constitute Data as defined hereunder.

7. Title.

theGist retains all right, title and interest in and to the Platform and to theGist's Confidential Information, including any and all intellectual property rights therein, and all derivatives, fixes, improvements, modifications, results, feedback and suggestions to or in connection with the Platform made during, after, in connection with or as a result of the Agreement. 

8. Term and Termination. 

The term of this Agreement shall be for the Service Term specified in the Order Form (“Service Term”). Unless indicated otherwise in a written instrument between the parties, the Service Term shall automatically renew, unless either Party shall provide the other with a written notice 30 days prior to the end of the Service Term. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and does not cure such a breach within 30 days after written notice thereof, or on immediate notice in the event of the other Party's insolvency, making an assignment for the benefit of creditors, or ceasing to do business. Immediately following termination, Customer shall cease use of the Platform and theGist will delete all Data related to the use of the Platform. Following termination, Customer shall be responsible for paying any outstanding fees up to the date of termination. The following provisions shall survive the expiration or termination of this Agreement: 5-7 and 10-13.

 

9. Warranties. 

Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of the Platform will not conflict with other agreements to which it is bound or violate applicable law.

10. Limitation of Liability

10.1 The Platform is provided "as is" and without any warranty, including any implied warranty of merchantability, fitness for purpose or non-infringement. 


10.2 Without derogating from theGist's indemnification obligation under section 11 and except for any damages resulting from any breach of either Party’s confidentiality obligations herein, willful misconduct, and/or Customer's misappropriation or otherwise violation of theGist's intellectual property rights, to the extent permitted by law, (a) in no event shall either Party be liable for any indirect, special, incidental or consequential damages, or any lost profits or loss of data; and (b) in any event, to the extent permitted by law, either Party’s aggregate liability under this Agreement or in relation to the Platform shall not exceed the fees paid by Customer in the twelve months preceding any claim.

11. Indemnification.  

11.1 theGist agrees to defend, at its expense, any third-party action or suit brought against the Customer ("Indemnified Party") alleging that the Platform, when used as permitted under this Agreement, infringes the intellectual property rights of a third party ("IP Infringement Claim"); and theGist will pay any damages awarded by a court against the Customer that are attributable to any such IP Infringement Claim, provided that: (i) the Customer promptly notifies theGist in writing of such claim; and (ii) the Customer grants theGist the sole authority to handle the defense or settlement of any such claim and provides all reasonable information and assistance in connection therewith, at theGist's expense. theGist will not be bound by any settlement that the Customer enters into without theGist's prior written consent.

11.2 If the Platform or any other technology provided under this Agreement become, or in theGist's opinion is likely to become, the subject of an IP Infringement Claim, then the theGist may, at its sole discretion: (a) procure for the Customer the right to continue using the allegedly infringing item; (b) replace or modify it to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite theGist's reasonable efforts, then theGist may terminate the affected Order Form(s) upon written notice to the Customer, and the Customer shall be entitled to receive a pro-rated refund of any prepaid fees under such Order Form(s) based on the remaining period of the corresponding Service Term(s).​

 

11.3 Notwithstanding the foregoing, theGist shall not be responsible for IP Infringement Claims resulting from or based on: (i) compliance with the Customer’s instructions or specifications; (ii) combination or use of the allegedly infringing products or services with equipment, devices, or software not supplied by the theGist, where such combination is the cause of the alleged infringement; (iii) modifications made to the allegedly infringing product or service by any party other than theGist; or (iv) data or materials provided by Customer.

 

11.4 This Section 11 states the entire liability of theGist, and the Customer’s exclusive remedy, for any IP Infringement Claim.

12. Open Source. 

The Platform includes embedded third party components which are licensed as part of the Platform. Those license terms will prevail over any terms contained herein.

13. Miscellaneous Provisions. 

This Agreement may not be assigned by Customer without theGist's written consent. theGist may assign this Agreement to its affiliate or to an acquirer or successor in interest in connection with a merger, acquisition, sale or transfer of all or substantially all of the assets of theGist without the prior written consent of Customer. All modifications to the Order Form must be in writing and signed by both parties, except as otherwise provided herein. These Terms of Use may be modified by theGist, effective ten (10) days following posting of the revised terms on the site, and Customer’s continued use of the Platform thereafter means that those changes are accepted. Notwithstanding the foregoing, theGist will not make changes which will materially adversely affect Customer during a Service Term without Customer’s written consent. This Agreement shall be governed by the laws of the State of Israel, and subject to the exclusive jurisdiction of the courts of Tel-Aviv, Israel. The United Nations Convention on Contracts for the International Sale of Goods and the UCITA shall not apply. This Agreement sets forth the entire understanding between the Parties, and supersedes all prior agreements concerning the subject. 

 

Last Updated: February 2025

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