Terms of Service

Last updated: October 6, 2026

These Terms of Service (“Terms”) apply to your access to and use of (i) the websites located at studywithlisto.com and app.studywithlisto.com (or any successor links) and all associated web pages, websites, and social media pages (the “Site”) provided by Listo Labs, Inc. (“Listo”, “we”, “our” or “us”), (ii) mobile applications that may be downloaded to your smartphone, computer or tablet (each an “App”), (iii) the Listo Google Chrome extension (the “Chrome Extension”), (iv) the school admin console located at admin.studywithlisto.com (the “Admin Console”), and (v) the online services (including the Site, the App, the Chrome Extension and the Admin Console, together the “Services”).

These Terms set forth the rules and responsibilities that apply when you use our Services. References to “you” or “your” mean the student user and, for students under 18 years of age, their parent or legal guardian.

BY AGREEING TO THESE TERMS, YOU AND LISTO AGREE TO RESOLVE MOST DISPUTES SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. IF YOU DO NOT WISH TO ARBITRATE DISPUTES WITH LISTO, YOU MAY OPT OUT OF ARBITRATION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 16(j). If you do not agree to these Terms, do not use our Services.

We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of our Services (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.

We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using our Services.

1Eligibility and Use Restrictions

(a) Age. Our Services are designed for students who are 14 years of age and older; users under 14 years of age may not use our Services. Users under 18 years of age (or the age of legal majority where the user lives) may only use our Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. The parent or legal guardian of a user under the age of 18 (or the age of legal majority) is fully responsible for the acts or omissions of such user in relation to our Services. If you are a parent or legal guardian and you believe that your child under the age of 14 is using our Services, or that your child under the age of 18 is using our Services without your consent, please contact us at support@studywithlisto.com.

(b) Jurisdiction. You may only use our Services in jurisdictions authorized by Listo. Use of our Services is currently authorized only in the United States.

(c) Use and Sharing. You may only use our Services for personal, family or household purposes and expressly excluding any commercial use.

2Your Information

You may provide certain information to Listo in connection with your access or use of our Services, or we may otherwise collect certain information about you when you access or use our Services. You agree to receive emails, in-app notifications, and other types of communication from Listo via the Services using the email address or other contact information you provide in connection with the Services. You represent and warrant that any information that you provide to Listo in connection with the Services, including your age, is accurate.

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy at https://studywithlisto.com/privacy.

3Accounts

(a) In General. You must create an account with Listo in order to use some or all of our Services. You may not share or permit others to use your individual account credentials. You will promptly update any information contained in your account if it changes. You must maintain the security of your account, as applicable, and promptly notify us if you discover or suspect that someone has accessed your account without your permission. We reserve the right to reject or cancel any accounts that are created in violation of these Terms, including accounts created by users under the age of 14 or accounts created from outside authorized jurisdictions.

(b) Types of Accounts. We offer two types of accounts to access our Services.

i. Student Accounts. Students must create and maintain the primary accounts to access our Services (“Student Accounts”). Student Accounts provide access to the student’s coursework, plans, study materials, homework helper conversations, grades, and teacher feedback.

ii. Read-Only Accounts. Parents, legal guardians and tutors may create and maintain separate accounts (“Read-Only Accounts”) that link to a student’s Student Account. Read-Only Accounts are created upon invitation sent by the student. Read-Only Accounts are limited-access accounts that allow parents, legal guardians and tutors to view their linked student’s progress. Parents, legal guardians and tutors may not edit a student’s work, act as the student, or view the student’s homework-helper conversations through their Read-Only Accounts.

(c) Admin Console. Our Services include a one-time Admin Console that allows schools to sign in and connect to their first- and/or third-party Curriculum Platform, workspaces, and systems of record. The Admin Console displays only the configuration of our Services and does not provide schools with access to student information. School personnel agree to use the Admin Console solely for configuration purposes.

(d) Educational Entities. Our Services are intended for individual student use and do not cover school, district, or classroom use. If any school, district, tutoring organization, or any institution (“Educational Entity”) desires to have students use our Services as part of its program such Educational Entity must enter into a separate written agreement with us prior to any account creation. We encourage Educational Entities to inform students about our Services; however, Educational Entities may not assign, require, or set up access to our Services on their own behalf absent a separate written agreement. Listo reserves the right to suspend any accounts that we learn were created in violation of this Section 3(d) until such agreement is in place.

4User Content

(a) User Content. Our Services may allow you to create, upload, store, and submit content, including your goals, notes, photographs, study materials (e.g., flashcards, practice quizzes, study guides), homework helper conversations, and other materials (collectively, “User Content”).

(b) License You Grant Us. Except for the license you grant herein, as between you and Listo, you retain all rights in and to your User Content, excluding any portion of the Services included in your User Content. You grant Listo a limited, revocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to host, store, process, transmit, and display User Content solely to provide and improve the Services. For example, we may store your flashcards so they can sync across all of your devices or send your notes to our AI Provider (defined below) to generate study guides. We will not use your User Content to train artificial intelligence or machine learning models. You irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or under any legal theory. You may revoke this license at any time by deleting User Content from our Services, except as described in our Privacy Policy.

(c) Feedback. You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Listo or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback or Services, or to improve or develop new products, services, or the Services in Listo’s sole discretion. Listo will exclusively own all improvements to, or new, Listo products, services, or Services based on any Feedback. You understand that Listo may treat Feedback as nonconfidential.

(d) Prohibited Content. You may not create, upload, store, or submit any User Content for which you do not have all the rights necessary to grant us the license described above, and you represent and warrant that your User Content, and our use of such User Content as permitted by these Terms, will not violate any rights of any person or entity, including any third-party rights, or cause injury to any person or entity. You may not create, upload, store, or submit any User Content that:

(e) Enforcement. Enforcement of this Section 4 is solely at Listo’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. We do not undertake to review all User Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any User Content. Although we have no obligation to screen, edit, or monitor User Content, we may:

5Prohibited Conduct

(a) Prohibited Conduct. You will not use our Services if you are not eligible to use our Services in accordance with Section 1 and will not use our Services other than for their intended purpose. Further, you will not, in connection with our Services:

(b) Enforcement. Enforcement of this Section 5 is solely at Listo’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.

6Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all intellectual property rights therein and thereto, are owned by Listo or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services, including all intellectual property rights therein and thereto, are reserved by us or our licensors. Subject to your compliance with these Terms (including Sections 4 and 5), you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use and solely with respect to any applications included in the Services, to install and use such applications on a mobile or personal device that you own or control. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights. Any applications included in the Services are licensed (not sold), and if you fail to comply with any of the terms or conditions of these Terms, you must immediately cease using the applicable application and remove (that is, uninstall and delete) the applicable application from your mobile or personal device.

7Trademarks

Listo, and our other logos, product or service names, slogans, and the look and feel of the Services are trademarks of Listo and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

8AI Services

(a) Use of AI Services and User Responsibility. Listo offers artificial intelligence-powered features and tools (“AI Services”) powered by Claude, an AI model developed by Anthropic, PBC (our “AI Provider”). The AI Services enable you to submit User Content, such as notes and files (“Inputs”), to generate your daily plan, homework helper conversations, study guides, and other materials (“Outputs”). Your Inputs and Outputs are considered your User Content.

(b) Nature and Use of Outputs. Because AI Services rely on emerging technology and your specific Inputs, Outputs may be biased, inaccurate or offensive and do not represent Listo’s views. You should treat Outputs only as a starting point. You are solely responsible for verifying and interpreting Outputs, and you use them at your own risk. Please note that even if Outputs appear accurate due to their detail and specificity, they may still contain material inaccuracies. You must independently evaluate all Outputs for accuracy and appropriateness before reliance.

(c) Prohibited Conduct. In addition to other restrictions that apply to your use of the Services, you will not, and will not aid or encourage others to, do any of the following in connection with the AI Services:

9Beta Status

From time to time, the Services or certain features may be designated as being in beta, pilot, early access, preview, or a similar pre-release status (“Beta Status”). When any portion of the Services is in Beta Status, this Section 9 will apply. Features and Services in Beta Status may change, be added, or removed during development, including the entirety of the Services in Beta Status, and the Services may be interrupted, updated, or reset. We do not promise that Services in Beta Status will be available at any particular time or for any particular duration. Access to Services in Beta Status may be limited or by invitation, and we may limit signups, maintain a waitlist, pause new account creation, or terminate an account’s access at any time, with or without notice. Access to Services in Beta Status may be provided at no charge; we may end any free access period or modify what is included at any time, and Section 10 (Subscriptions and Payment Processing) governs any transition to paid access.

10Subscriptions and Payment Processing

(a) Free Access. Section 10 describes how Subscriptions will work when Listo charges for the Services. During the period the Services are offered to you free of charge, Section 10 is provided for informational purposes only and does not take effect until you affirmatively agree to pay. Before any transition to paid access, we will provide notice and require your agreement at the time of purchase. Continued use of a free account does not constitute agreement to pay. If you choose not to subscribe following the conclusion of any free access period, you will not be charged, but your account may be disabled and your access to the Services terminated; alternatively, you may export your data or delete your account prior to that time.

(b) Subscription Plans and Automatic Renewal. A “Subscription” is sold as a per-student pass for the academic year (the “Subscription Period”) for the fee indicated at the time of purchase, including any school-supported rates available through a school code (the “Subscription Fee”). If you purchase a recurring Subscription, you agree that your Subscription will automatically renew on a continuous basis at the end of each billing cycle (e.g., monthly or annually) until you cancel. By purchasing a Subscription, you authorize Listo, or our designated third-party payment processors (e.g., Stripe), to automatically charge the payment method associated with your account (“Payment Method”) at the beginning of every billing cycle for the Subscription Fee, plus any applicable taxes.

(c) Free Trials and Promotional Periods. We may offer Subscriptions that include a free trial or promotional period. If you sign up for a free trial, your Subscription will automatically convert to a paid, auto-renewing Subscription at the end of the trial period, and your Payment Method will be charged the applicable fee unless you cancel before the trial period ends. We will notify you 14 days before your trial ends if required by applicable law. To avoid being charged, you must cancel your Subscription at least 24 hours prior to the expiration of the free trial.

(d) Cancellation Policy. You may cancel your Subscription at any time. To cancel a Subscription purchased directly through our website, log into your account, navigate to the Settings page, click the “Delete my account” link at the bottom of the page and follow the prompts to cancel. Cancellation will take effect at the end of your current billing cycle. You will continue to have access to the Services through the end of your paid billing period. We do not provide refunds or credits for any partial Subscription Periods or unused Services, except where expressly required by law.

(e) Subscriptions Purchased Through Mobile App Stores. If you purchased your Subscription through a third-party platform, such as the Apple App Store or the Google Play Store, the billing, auto-renewal, and cancellation of your Subscription are governed by the applicable third-party’s terms and conditions.

i. For Apple App Store Purchases: Payment will be charged to your Apple ID account at confirmation of purchase. The Subscription automatically renews unless auto-renew is turned off at least 24 hours before the end of the current period. Your account will be charged for renewal within 24 hours prior to the end of the current period. You can manage and cancel your Subscription by going to your Apple ID account settings after purchase.

ii. For Google Play Store Purchases: Payment will be charged to your Google Play account at confirmation of purchase. The Subscription automatically renews unless canceled at least 24 hours before the end of the current period. You can manage and cancel your Subscription by going to your Google Play subscriptions center.

iii. Note: Deleting your Listo account or deleting the mobile application from your device will not cancel your Subscription purchased through an app store.

(f) Price Changes. We reserve the right to change the Subscription Fee any time. If we increase the price of your Subscription, we will provide you with advance notice via email at least 30 days before the new price takes effect. Price changes will take effect at the start of the next billing cycle following the date of the price change. If you do not agree to the price change, you must cancel your Subscription before the new price goes into effect.

(g) Payment Method and Updating Information. You are responsible for keeping your Payment Method information current, complete, and accurate. If a payment is not successfully settled due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the Services until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees; check with your Payment Method service provider for details.

11Third-Party Services and Third-Party Content

(a) Third-Party Services. Our Services rely on or interoperate with third-party products and services, including, without limitation, your school’s curriculum platform (“Curriculum Platform”), data storage services, communications technologies, IoT platforms, third-party app stores, and internet and mobile operators (collectively, “Third-Party Services”). These Third-Party Services are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Services. You acknowledge that (i) the use and availability of the Services is dependent on third-party product vendors and service providers and (ii) these Third-Party Services may not operate reliably 100% of the time, which may impact the way that our Services operate.

(b) Curriculum Platform. Listo connects to your school’s Curriculum Platform (e.g., Canvas) through one of the following methods: (i) your school enables a connection through your school account via an official API to that Curriculum Platform; or (ii) you establish the connection directly (e.g., by generating a personal access token in your Curriculum Platform settings and pasting it into the Services). By connecting your Curriculum Platform account, you represent that you are authorized to do so and to direct Listo to access information on your behalf. You may only connect an account that belongs to you. You may disconnect at any time, and deleting your Listo account will automatically disconnect your Curriculum Platform account. Listo is not acting on behalf of your school and does not provide services to your school through its integration with your school’s Curriculum Platform. Listo only takes actions in the Curriculum Platform at your direction (e.g., marking planner items as complete or submitting work). Listo does not modify grades, assignments, or any content controlled by teachers or administrators. Grades, due dates, and assignment details displayed in Listo reflect what your school’s Curriculum Platform reports and may be delayed or contain errors; verify important information directly in the Curriculum Platform or with your school. You acknowledge that your school or a third-party Curriculum Platform provider may at any time disable, restrict, or revoke the connection method through which the Services access your Curriculum Platform account (e.g., by disabling student personal access token generation or revoking API access). If your connection to the Curriculum Platform is disrupted or terminated, Listo is not responsible for any resulting loss of access to or functionality of the Services, and no such disruption will entitle you to a refund, credit, or other compensation.

(c) Open-Source Software. Certain items of independent, third-party code may be utilized in connection with the Services that may be subject to open-source licenses (“Open-Source Software”). The Open-Source Software is licensed to us under the terms of the license that accompanies such Open-Source Software and may be licensed to you under the terms of the same license or through other terms. Nothing in the Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Open-Source Software. Please see our Open-Source Software Disclosure (currently available at https://www.studywithlisto.com/open-source) for more information regarding the Open-Source Software utilized in connection with our Services.

(d) Third-Party Content. We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.

(e) Responsibility for Content. We have no obligation to monitor Third-Party Services or Third-Party Content, and we may block or disable access to any Third-Party Services or Third-Party Content (in whole or part) through our Services at any time. Your access to and use of such Third-Party Content or Third-Party Services may be subject to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies of the providers of such Third-Party Services). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Services.

12Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Listo and our officers, directors, agents, partners, and employees (individually and collectively, the “Listo Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); (e) claims between or among you and your school, teachers, administrators, staff, or other students; or (f) your conduct in connection with the Services. You will promptly notify the Listo Parties of any third-party claims, cooperate with the Listo Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys' fees). The Listo Parties will have control of the defense or settlement, at Listo's sole option, of any third-party claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Listo or the other Listo Parties.

13Disclaimers

(a) General Disclaimer. Your use of our Services and any content or materials provided therein or therewith (including Outputs, Third-Party Content, and Third-Party Services) is at your sole risk. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, our Services, and any content or materials provided therein or therewith (including Outputs, Third-Party Content, and Third-Party Services) are provided “as is” and “as available” without warranties of any kind, either express or implied. Listo disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Listo does not represent or warrant that our Services or any content provided therein or therewith (including Outputs, Third-Party Content, and Third-Party Services) are accurate, adequate, complete, reliable, current, or error-free, will meet your requirements, achieve any intended result, or be compatible or work with any software, system, or other platform, or that access to our Services or any content provided therein or therewith (including Outputs, Third-Party Content, and Third-Party Services) will be uninterrupted. Without limiting the foregoing, Outputs may not be original, complete, or non-infringing, and may include errors, inaccuracies, or information that is fabricated by the AI Services. Use of such Outputs is at your sole risk. While Listo attempts to make your use of our Services and any content provided therein or therewith (including Outputs, Third-Party Content, and Third-Party Services) safe, we cannot and do not represent or warrant that our Services or any content provided therein or therewith (including Outputs, Third-Party Content, and Third-Party Services) or our servers are free of viruses or other harmful components or content or materials. You assume the entire risk as to the quality and performance of the Services and any content provided therein or therewith (including Outputs, Third-Party Content, and Third-Party Services). All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of Listo, the Listo Parties, and Listo’s respective members, agents, representatives, licensors, suppliers, and service providers, as well as their respective successors and assigns.

(b) Academic Disclaimer. The AI Services are educational tools designed to support learning through guidance, hints, and study aids, not to produce finished work for submission. You are solely responsible for understanding and complying with any academic integrity policies that apply to you, including your school’s policies regarding the use of AI tools. While Listo incorporates safeguards intended to promote honest academic use, no technology can replace the student’s own judgment or guarantee compliance with any particular institution’s rules. Listo does not promise or guarantee any particular academic outcome, including improved grades, on-time submissions, or admission to any school or program.

(c) No Backup Service. Listo is not a backup service. You are solely responsible for maintaining your own copies of any content or data (including User Content) that you cannot afford to lose. We do not guarantee that any content or data you provide or generate through the Services (including User Content) will be retained, and we are not liable for any loss or corruption of such content or data.

14Limitation of Liability

(a) To the fullest extent permitted by applicable law, Listo and the other Listo Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if Listo or the other Listo Parties have been advised of the possibility of such damages.

(b) The total liability of Listo and the other Listo Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $100 or the total fees paid by you to Listo to use our Services in the twelve (12) months preceding the date on which the first claim giving rise to liability arose.

(c) The limitations set forth in this Section 14 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of Listo or the other Listo Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

15Release

To the fullest extent permitted by applicable law, you release Listo and the other Listo Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

16Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND LISTO TO ARBITRATE CERTAIN DISPUTES AND LIMITS THE MANNER IN WHICH YOU AND LISTO CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND LISTO FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND LISTO AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. LISTO AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

YOU AND LISTO EACH ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF EITHER PARTY’S CLAIMS.

FOLLOW THE INSTRUCTIONS BELOW, IN SECTION 16(j), IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.

(a) Claims This Section Applies To. This Section 16 applies to all Claims between you and Listo. A “Claim” is any dispute, claim, or controversy (excluding those exceptions listed in Section 16(c), below) between you and Listo, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, for which either party wishes to seek legal recourse and that arises from or relates to these Terms, our Services, including any claims related to the use or operation of our Services, the purchase of any products or services made available through our Services, all privacy or data security claims, and all claims related to the validity, enforceability, or scope of this Section or any portion of it.

(b) Informal Dispute Resolution Before Arbitration. If you believe you have a Claim against Listo or if Listo believes it has a Claim against you, you and Listo will first attempt to resolve the Claim informally to try to resolve the Claim more quickly and reduce costs for both parties. You and Listo will make a good-faith effort to negotiate the resolution of any Claim for 45 days (“Informal Resolution Period”), from the day either party receives a written notice of a dispute from the other party that satisfies the requirements of this Section 16(b) (a “Claimant Notice”). The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. The Informal Resolution Period may be extended by the parties’ mutual written agreement.

You must send any Claimant Notice to Listo by certified mail, addressed to Listo Labs, Inc., Attn: Legal Department, 2261 Market Street Suite 67943, San Francisco, California 94114 or by email to legal@studywithlisto.com. Listo will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Listo. The party sending a Claimant Notice (the “Claimant”) will ensure it includes: (i) the Claimant’s name, address, email address, and telephone number; (ii) a description of the nature of and basis for the Claim, including the date(s) on which the Claim arose and the facts on which the Claim is based; (iii) the specific relief sought; and (iv) a personally signed statement from the Claimant themselves (and not their counsel) verifying the accuracy of the contents of the Claimant Notice.

No arbitration demand (“Arbitration Demand”) may be filed or proceed before a Claimant Notice is sent and the Informal Resolution Period has concluded. If you or Listo files an Arbitration Demand without complying with the requirements in this Section 16, including the requirement for the parties to conference and to wait for the Informal Resolution Period to conclude, the other party may seek relief from a court to enjoin such filing and for such other relief as the court deems proper. The prevailing party in any such action will be entitled to recover its costs and reasonable attorneys’ fees incurred in seeking such relief.

To facilitate the parties’ efforts to reach an efficient resolution of any Claim, the applicable statutes of limitation will be tolled, and all deadlines associated with arbitration fees deferred, from the commencement of the Informal Resolution Period through the date when suit or arbitration may be filed under these Terms.

(c) Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court (provided that the small claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property rights of you or Listo, including any disputes in which you or Listo seek injunctive or other equitable relief for the alleged unlawful use of your or Listo’s intellectual property (“IP Claims”), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 16 (b) must be resolved by a neutral arbitrator through final and binding arbitration rather than in court. Claims subject to binding arbitration include, without limitation, disputes arising out of or relating to the interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of this arbitration provision or any portion of it.

(d) Binding Individual Arbitration. Except as otherwise expressly permitted by this Section 16, any Claim may be resolved only through binding individual arbitration conducted by the American Arbitration Association (the “AAA”), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”). If you are a “Consumer,” meaning that you only use Services for personal, family, or household purposes, the then-current version of the AAA’s Consumer Arbitration Rules, as modified by these Terms (the “Rules”), will apply to Claims between you and Listo. If you are not a Consumer, the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures, as modified by these Terms, will apply to Claims between you and Listo.

These Terms affect interstate commerce, and the enforceability of this Section 16 will be substantively and procedurally governed by the FAA to the maximum extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. As allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Listo to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).

(e) Arbitration Procedure and Location. You or Listo may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing an Arbitration Demand with AAA in accordance with the Rules.

Instructions for filing a demand with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to Listo by certified mail addressed to Listo Labs, Inc., Attn: Legal Department, 2261 Market Street Suite 67943, San Francisco, CA 94114 or by email to legal@studywithlisto.com. Listo will send any demand for arbitration to you by certified mail or, if no physical address has been provided, by email using the contact information you have provided to Listo.

The arbitration will be conducted by a single arbitrator in the English language. You and Listo both agree that the arbitrator will be bound by these Terms.

For Claims in which the Claimant seeks less than USD $10,000, the arbitrator will decide the matter based solely on written submissions, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the Claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is determined to be necessary, the site of any in-person hearing will be determined by the applicable Rules.

The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Listo agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

(f) Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.

(g) Frivolous or Improper Claims. To the extent permitted by applicable law, a Claimant must pay all costs incurred by the defending party, including any attorney’s fees and arbitration fees, related to a Claim if an arbitrator determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument, (ii) the factual contentions for the Claim lacked evidentiary support when filed or were unlikely to have evidentiary support after a reasonable opportunity for further investigation, or (iii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.

(h) Confidentiality. If you or Listo files a Claim in arbitration, you and Listo agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and Listo agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

(i) Mass Disputes. If 25 or more Claimant Notices are received by a party that raise similar Claims and have the same or coordinated counsel, these will be considered a “Mass Dispute” and the provisions of this Section 16 (i) will apply to all such Claimant Notices. A Claimant Notice provided as part of a Mass Dispute may proceed to arbitration only as set forth below.

(1) Applicable Rules. Any Arbitration Demands based on these Claimant Notices filed in arbitration will be subject to the AAA’s then-current Mass Arbitration Supplementary Rules, as modified by these Terms. Any disputes over whether an Arbitration Demand should be considered part of the Mass Dispute will be decided by the AAA as an administrative matter. The following procedures are intended to supplement the AAA’s Mass Arbitration Supplementary Rules, and to the extent the procedures conflict with those Rules, to supersede them.

(2) Initial Arbitrations. The parties will identify an initial set of 20 Claimant Notices (“Initial Arbitrations”) to proceed as Arbitration Demands in order to maximize efficiencies in the management, investigation, and arbitration of the remaining Claimant Notices in the Mass Dispute. The initial set will be selected as follows. Counsel representing the Claimants in a Mass Dispute must notify the other party in writing (email will suffice) when all or substantially all Claimant Notices for the Mass Dispute have been provided. Counsel for all Claimants and counsel for the responding party each will then select 10 Claimant Notices to proceed as Arbitration Demands. Claimants will then file Arbitration Demands for the 20 selected Claimant Notices. No Claimant Notice or Arbitration Demand may be filed or deemed filed, and no related arbitration fees may be assessed, until the Claimant Notice is selected to proceed to arbitration following the process set forth in this Section. A single arbitrator will preside over each Arbitration Demand, and will preside only over one Arbitration Demand, unless the parties agree otherwise.

(3) Mediation. Upon conclusion of the 20 Initial Arbitrations (or sooner if the parties agree) and before proceeding with any other Arbitration Demands, the parties must engage in a single mediation applicable to all Claimant Notices in the Mass Dispute. The parties will have 30 days following the conclusion of the last of the Initial Arbitrations to agree on a mediator. If they are unable to do so, the AAA may appoint one as an administrative matter. No additional Arbitration Demands may be filed until 30 days after such mediation concludes or 90 days after the appointment of a mediator, whichever is sooner.

(4) Remaining Claimant Notices and Arbitrations. If mediation concludes with 100 or more unresolved Claimant Notices, any remaining Claimant or the receiving party to a remaining Claimant Notice may opt out of arbitration of all Claimant Notices that were not resolved in the initial 20 Arbitration Demands or mediation. Such an election may only be for all Claimant Notices remaining in the Mass Dispute, not a portion thereof. To be effective, such election must be communicated in writing (email suffices) to counsel for the other party within 30 days of mediation concluding. Claimant Notices released from the arbitration requirement must be resolved according to Section 17.

If complaints based on Claimant Notices that were released from the arbitration requirement are filed in court, the Claimants may seek class treatment, although to the fullest extent allowed by applicable law, the putative class(es) must be limited to those Claimants in the Mass Dispute whose claims remain unresolved, and for which a Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis and may raise any other defenses available under applicable law.

If the mediation process concludes with fewer than 100 Claimant Notices remaining or if no timely election to opt out of arbitration is made, the AAA will randomly select 30 Claimant Notices (or the total remaining if less than 30) that comply with Section 16 (b) to proceed in arbitration in the same manner as described in Section 16(i)(2), above. Once such arbitrations have concluded, the parties will repeat this process until all Claimant Notices in the Mass Dispute have been resolved.

(j) Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted a version of these Terms by emailing legal@studywithlisto.com. To be effective, the opt-out notice must be on your own behalf and include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 17.

(k) Rejection of Modifications to this Section. You may reject any change we make to this Section 16 (except changes to addresses at which notice must be given under this Section 16) as to you, by emailing legal@studywithlisto.com within 30 days of the date of the change. To be effective, you must send the notice or rejection on your own behalf, and you must include your full name, mailing address, and email address. The notice must clearly indicate your intent to reject changes to Section 16. You may reject changes to Section 16 only as a whole. You may not reject only certain changes to Section 16. If you reject changes to Section 16, the most recent version of Section 16 that you have not rejected will continue to apply.

(l) Two Years to Assert Claims. To the extent permitted by law, any Claim by you or Listo against the other must be included in a Claimant Notice within two years after such Claim arises; otherwise, the Claim is permanently barred, which means that you or Listo will no longer have the right to assert that Claim.

(m) Severability. If any portion of this Section 16 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable: (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 16 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 16; and (iii) to the extent that any claims may proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 16 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 16 will be enforceable.

17Governing Law

Any dispute, claim, or controversy that arises from or relates to these Terms will be governed by and construed and enforced in accordance with the laws of the State of California, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any dispute, claim, or controversy that arises from or relates to these Terms is not subject to arbitration pursuant to Section 16, then the state and federal courts located in the San Francisco, California, will have exclusive jurisdiction. You and Listo waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.

18Modifying and Terminating Our Services

We reserve the right to modify our Services or to suspend or terminate providing all or part of our Services at any time; charge, modify, or waive any fees required to use our Services; or offer opportunities to some or all end users of the Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Services, such as by sending an email or providing a notice through our Services. All modifications and additions to the Services will be governed by the Terms or Supplemental Terms, unless otherwise expressly stated by Listo in writing. You also have the right to stop using our Services at any time, and you may terminate these Terms by ceasing use of our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.

19Severability

If any portion of these Terms, other than Section 16, is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.

20Miscellaneous

(a) Listo’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between us may be conducted electronically.

If you have a question or complaint regarding the Services, please send an email to support@studywithlisto.com. You may also contact us by writing to 2261 Market Street Suite 67943, San Francisco, CA 94114, or by calling us at (510) 806-8638. Please note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us. Further, under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.

21Additional Terms Applicable to Mobile Devices

The following terms apply if you install, access, or use the Services on any device that contains the iOS mobile operating system (the “iOS App”) developed by Apple Inc. (“Apple”).

(a) Acknowledgement. You acknowledge that these Terms are concluded solely between us, and not with Apple. Listo, not Apple, is solely responsible for this iOS App and the content thereof. You further acknowledge that the usage rules for the iOS App (“Usage Rules”) are subject to any additional restrictions set forth in the Usage Rules for the Apple iOS App Store Terms of Service as of the date you download the iOS App, and in the event of any conflict, the Usage Rules in the Apple iOS App Store will govern if they are more restrictive. You acknowledge that you have had the opportunity to review the Usage Rules.

(b) Scope of License. The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch, iPad, or any other Apple device that you own or control as permitted by the Usage Rules set forth in the Apple iOS App Store Terms of Service.

(c) Maintenance and Support. You and Listo acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

(d) Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of Listo. However, Listo has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App.

(e) Product Claims. You and Listo acknowledge that as between Apple and Listo, Listo, not Apple, is responsible for addressing any claims relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to (a) product liability claims, (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation.

(f) Intellectual Property Rights. The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that third party’s intellectual property rights, Listo, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.

(g) Developer Name and Address. Any questions, complaints, or claims with respect to the iOS App should be directed to:

Listo Labs, Inc.
2261 Market Street STE 67943
San Francisco, CA 94114
hello@studywithlisto.com

(h) Third-Party Terms of Agreement. You will comply with any applicable third-party terms when using the Services.

(i) Third-Party Beneficiary. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.