Effective Date: 5/1/2023
This Terms of Service Agreement (“Agreement”) is made between NewsWyze (Gist), LLC (“NewsWyze”, “we” or “us”) operator of (gistit.ai and newswyze.com) (including all subdomains), social media account postings controlled by NewsWyze, any application programming interface (the “API”), and all other products, services and applications available therewith (collectively, the “Services”) and You (“User”) who may access and use the Services and technology thereon or via social media postings only pursuant to the following terms and conditions.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT AND A CLASS ACTION/JURY TRIAL WAIVER THAT REQUIRE, UNLESS YOU OPT OUT. THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.
THIS AGREEMENT TAKES EFFECT BY ACCESSING OR USING THE SERVICES (THE “EFFECTIVE DATE”). BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
The Services, original Gist content (such as article summaries), and tools provided by NewsWyze on the Services are protected by applicable intellectual property and proprietary rights laws and are owned, controlled, and/or licensed by NewsWyze. All publication trademarks appearing on the Services are the property of their respective owners. Their display on the Website does not signify authorship or approval of article summaries, which are written by NewsWyze, and serve only to identify the source of the articles linked to from the NewsWyze Website.
National Public Radio Materials
Articles summarized from the National Public Radio (hereinafter, “NPR”) website including but not limited to (NPR text, photo, graphic, audio and/or video material) shall not be published, broadcast, rewritten for broadcast or publication or redistributed directly or indirectly in any medium. Neither these NPR materials nor any portion thereof may be stored in a computer except for personal and non-commercial use. Users may not download or reproduce a substantial portion of the NPR material found on this website. NPR will not be held liable for any delays, inaccuracies, errors or omissions therefrom or in the transmission or delivery of all or any part thereof or for any damages arising from any of the foregoing.
Digital Millennium Copyright Act (“DMCA”) Notice
NewsWyze owns, protects and enforces copyrights in its own creative material and respects the copyright properties of others. Materials may be made available on the Services that are provided by third parties. It is our policy not to permit materials known by us to be infringing to remain on this site. You should notify us promptly if you believe any materials on the Services infringe a third-party copyright. (Please bear in mind that NewsWyze typically summarizes articles available on third-party websites and links users to such websites to view the full articles. Thus, rights requests relating to full articles should be directed to the owner of the website where the full article is displayed.) Upon receipt of a proper notice of claimed infringement under the DMCA, NewsWyze will respond promptly to remove, or disable access to the material claimed to be infringing that is in our direct control, or will provide you with information on how to contact a third-party content provider to notify them of the copyright infringement. Please send all notices to NewsWyze, LLC.,534 W 112TH ST, NEW YORK, NY, 10025
If you operate a website and wish to link to the Services, you must link to the Website’s home page unless permission to do otherwise has been granted in writing by an authorized representative of NewsWyze. You may contact NewsWyze for this permission. NewsWyze reserves the right to reject or terminate any links to the Services.
Disclaimer of Warranties & Limitation of Liability
YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. NEITHER NEWSWYZE NOR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DISTRIBUTORS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS (AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THEY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, OR AS TO THE ACCURACY, RELIABILITY, COMPLETENESS, OR CONTENTS OF ANY CONTENT, INFORMATION, MATERIAL, POSTINGS, OR POSTING RESPONSES FOUND ON THE SERVICES, ANY MERCHANDISE OR SERVICES PROVIDED THROUGH THE SERVICES, OR ANY LINKS TO OTHER SITES OR SERVICES MADE AVAILABLE ON THE SERVICES.
THE SERVICES, ALL TOOLS, CONTENT, MATERIAL, INFORMATION, POSTINGS, OR POSTING RESPONSES FOUND ON THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR GROSS OR WILLFUL NEGLIGENCE, SHALL NEWSWYZE (OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DISTRIBUTORS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS (AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS), BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, ANY CONTENT, INFORMATION, MATERIAL, POSTINGS, OR POSTING RESPONSES ON THE SERVICE, OR THE SERVICES ITSELF. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEWSWYZE (AND ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DISTRIBUTORS, THIRD-PARTY CONTENT PROVIDERS, OR (AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS), IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER, INCLUDING YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF NEWSWYZE (OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DISTRIBUTORS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS (AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS)) TO YOU EXCEED THE AMOUNT PAID BY YOU TO NEWSWYZE DURING THE TWELVE (12) MONTHS PRIOR TO ANY CLAIM OF INJURY OR DAMAGE.
Indemnification
To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless NewsWyze (and any of its parents, subsidiaries, affiliates, directors, officers, employees, agents, distributors, third-party providers, and licensors (and their respective directors, officers, employees, and agents)) from and against all claims, liability, and expenses, including attorneys’ fees and legal fees and costs, arising out of your use of the Services or your breach of any provision of this Agreement. NewsWyze reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will cooperate as fully as reasonably required in the defense of any claim.
Site Security
You may not violate or attempt to violate the security of the Service, including by, without limitation (a) accessing data not intended for you or logging into a server or account with you are not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with Services to any user, host or network, including, without limitation, via means of submitting a virus to the Service, overloading, conducting “denial of Services attacks”, “flooding”, “spamming”, “mail bombing” or “crashing”, (d) sending unsolicited e-mail, including promotions and/or advertising of products or services, (e) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, or (f) attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service. Violations of system or network security may result in civil or criminal liability. NewsWyze will investigate occurrences which may violate such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
Contacting Us
You may contact us using this form. If a response is necessary, we will contact you by sending electronic mail to the address you provide to us.
Termination
NewsWyzer may terminate this Agreement and your use of the Services, or discontinue the Services, at any time. NewsWyze shall have the right immediately upon notice to you to terminate your use of the Services in the event of any conduct by you which NewsWyze, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of this Agreement or violation of applicable law.
Law Governing Performance and Disputes
This Agreement, your performance under it, and any disputes arising under it shall be governed exclusively by the laws of the United States of America and the State of New York, without giving effect to their conflict of laws principles. You expressly consent to the exclusive forum, jurisdiction, and venue of the Courts of the State of New York in New York County and the United States District Court for the Southern District of New York in any and all actions, disputes, or controversies relating to this Agreement.
Dispute Resolution
Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these legal terms, (each a “Dispute“ and collectively, the “Disputes) brought by either of you, or us, (individually, a Party, and collectively the “Parties”), the Parties agree to first attempt to negotiate any Dispute, (except those Disputes expressly provided below) informally for at least 30 days before initiating arbitration. Such informal negotiations commence upon written notice from one party to the other party.
Arbitration
All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of New York, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in New York City, New York before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in New York. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction.
General Terms
This Agreement, together with and any policies and rules posted on the Services by NewsWyze, constitute the complete and exclusive and final expression of the agreement of the parties with respect to the subject matter hereof. No waiver by either NewsWyze or you of any breach or default under this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement shall be binding upon and inure to the benefit of NewsWyze and its successors, trustees, and assigns. NewsWyze may assign this Agreement, or any of its rights or obligations under this Agreement without notice to you. Any such assignment by NewsWyze does not relieve you of your obligations under this Agreement.