Listo Terms of Service

1. Who we are, and what you're agreeing to

Listo is operated by Proxima Consulting LLC ("Listo," "we," "us"). These Terms of Service (the "Terms") are an agreement between you and Proxima Consulting LLC, and they govern your use of the Listo apps for Mac and iPhone, the Listo Chrome extension, the websites at studywithlisto.com and app.studywithlisto.com, the school setup console at admin.studywithlisto.com, and any related services (together, the "Service").

By creating an account or using the Service, you agree to these Terms and to our Privacy Policy, which explains what data we collect and how we handle it. If you don't agree, don't use the Service. We keep a record of which version of these Terms you agreed to and when.

2. Who can use Listo

Listo is designed for students aged 14 and older.

• If you're under 18, a parent or legal guardian must review and agree to these Terms on your behalf before you use the Service. When a parent or guardian creates the family's subscription or approves a student account, they are accepting these Terms both for themselves and for their student.
• If you're 18 or older, you can agree to these Terms yourself.
• Children under 13 may not use the Service, and we do not knowingly collect their data.
• Purchases may only be made by someone 18 or older.
• You represent that you are 14 or older, and that the account information you give us is accurate. If we learn that an account belongs to someone under 13, we will close it and delete its data. If you believe a child under 13 has an account, email hello@studywithlisto.com and we will take care of it.
• Listo is offered in the United States. We don't offer the Service anywhere else right now, and we may decline or close accounts created from outside the United States.

You agree to give us accurate account information and to keep your sign-in credentials to yourself. You're responsible for what happens under your account, so tell us right away at hello@studywithlisto.com if you think someone else has gotten into it.

3. Student accounts and parent accounts

Listo has two kinds of accounts, and they are deliberately different.

• Student accounts are the primary accounts. The student's coursework, plans, study materials, and homework-helper conversations live there.
• Parent accounts connect to a student account only through an explicit link the student can see, either an invite the student sends or a parent-first signup the student completes. Linked parents get a read-only view: they can see how things are going, but they cannot edit the student's work, act as the student, or see the student's homework-helper conversations.

A supporting school's console at admin.studywithlisto.com is used for one-time school setup (sign-in and the school's Canvas connection). It shows configuration, not students, and school personnel using it agree to use it only for that purpose.

4. Your license to use Listo

We grant you a personal, limited, non-exclusive, non-transferable, revocable license to use the Service (the apps, the extension, and the websites) for your own personal, non-commercial use (or, for school personnel, the setup console for your school's configuration), subject to these Terms.

You may not, and may not help anyone else to:

• copy, resell, rent, sublicense, or redistribute the Service;
• reverse-engineer, decompile, or attempt to extract the source code of the Service, except where the law says we can't stop you;
• scrape the Service, harvest data from it, or access it with bots or automated tools we haven't authorized;
• bypass or probe the Service's security or access controls, or access another user's account or data;
• use the Service to build a competing product.

Personal and family use only. These Terms are an agreement with an individual student and the family that supports that student. They do not cover school, district, or classroom use.

If a school, district, teacher, tutoring organization, or any other institution wants students to use Listo as part of its program, or wants Listo to handle student records on its behalf, that takes a separate written agreement with us, signed before students are pointed at signup. Telling students and families that Listo exists is fine and welcome. Assigning it, requiring it, or setting it up on an institution's behalf is not, without that agreement. If we learn that an institution is directing students to Listo without one, we may suspend the affected accounts until an agreement is in place.

5. The connection to your school's system

Listo reads from Canvas through Canvas's official API, using an authorization the student grants through Canvas's standard consent flow. A few things you acknowledge about that connection:

• The student controls it. The student can disconnect Canvas at any time, and deleting the account disconnects it automatically.
• Listo acts only at the student's direction. The only writes Listo makes to Canvas are marking the student's own planner item complete, and submitting work the student has prepared, through Canvas's normal student-submission process, as the student. Listo never changes grades, assignment definitions, or anything teachers control.
• The school's system is the system of record. Grades, due dates, and assignment details in Listo are a reflection of what the school's system reports, and can lag or contain errors that originate there. When it matters, check the source.
• We don't control Canvas. Canvas is operated by Instructure, not by us. If the school's system is down, slow, or returns wrong data, Listo's view will be affected, and that isn't a breach of these Terms by us.
• You are responsible for the authorization being yours to give. Connect only your own school account, using credentials that belong to you.

6. AI features, schoolwork, and academic integrity

Listo's AI features (the daily plan, the homework helper, generated study materials) are powered by Claude, an AI model from Anthropic. This section is the most important one for students and parents to actually read.

• AI output can be wrong. The homework helper and the study materials Listo generates are produced by an AI model. They can contain mistakes, miss context, or state things confidently that aren't right. They are a study aid, not an authority. Verify anything that matters against your course materials or your teacher.
• Listo is built not to do the student's work. The homework helper is designed to guide with questions and hints, not to write essays, solve problem sets, or produce finished work for submission. You agree not to attempt to circumvent these guardrails or use the Service to misrepresent someone else's work, including AI output, as the student's own.
• The student's school rules apply. Every school has its own academic-integrity policies, including policies about AI tools. It is the student's (and family's) responsibility to know those policies and use Listo consistently with them. Listo's guardrails are designed to keep its help on the right side of honest work, but no tool can substitute for the student's own judgment and their school's rules, and we make no promise that any particular school permits any particular use.
• No outcome guarantees. Listo helps with structure, planning, and studying. We do not promise better grades, timely submissions, admission to anything, or any particular academic result.
• Not professional advice. Listo is an educational tool. Nothing it produces is medical, psychological, legal, or other professional advice.

7. Your content

Students create real things in Listo: notes, photos of paper homework and class notes, flashcards, practice quizzes, study guides, goals, and conversations with the homework helper ("Your Content").

• You own Your Content. These Terms don't transfer ownership of any of it to us.
• You give us permission to operate the Service. You grant us a limited, worldwide, royalty-free license to host, store, process, transmit, and display Your Content solely to provide and improve the Service for you, for example storing your flashcards so they sync across your devices, or sending a photo of your notes to our AI provider to turn it into a study guide. This license ends when Your Content is deleted from the Service, except as described in the Privacy Policy (for example, audit records we're required to keep).
• We don't use Your Content to train AI models, and neither does our AI provider. See the Privacy Policy for the full data story, including our providers' own retention windows.
• You're responsible for Your Content. Upload only things you have the right to use, and nothing unlawful, infringing, or harmful.
• Feedback you choose to send us about Listo (ideas, suggestions, bug reports) can be used by us without restriction or obligation to you.

8. Our content

The Service itself (the apps, design, text, graphics, logos, and the Listo name and wordmark) belongs to Proxima Consulting LLC or its licensors and is protected by intellectual-property law. Apart from the license in Section 4, these Terms don't give you any rights in it. Course content that reaches you through Listo (assignments, teacher comments, textbook pages) belongs to whoever owned it already: your school, your teachers, publishers. Listo doesn't change that.

9. Subscriptions, billing, and refunds

Listo is free right now, and nothing in this section is in effect yet. We are not charging anyone. This section is here so you can see how paid subscriptions will work when we start, and so that nothing about billing arrives as a surprise.

Before any beta account is asked to pay, we will give you notice, publish the updated Terms, and ask you to agree to them at the time of purchase. We will not treat continued use of a free account as agreement to pay. If you don't agree, you won't be charged, and you can keep using the free Service for as long as we offer it, export what matters to you, or delete your account.

• The Academic Year Pass. Listo is sold as a per-student pass for the academic year. Current pricing, including any school-supported rate available through a school code, is shown on the signup page at the time of purchase, and the price shown at purchase is the price you pay for that academic year.
• Billing follows the school year. You can pay for the academic year upfront or monthly. Monthly billing runs during the school year only, from August through June, with a maximum of ten monthly charges per academic year. We don't bill monthly subscribers in July.
• Renewal. A pass covers one academic year. We'll publish how renewal works, along with the rest of the paid terms, before we start charging, and you'll agree to those terms at the time of purchase.
• Cancellation. You can cancel anytime from account settings. Cancelling stops future charges; for monthly billing, you keep access through the period you've paid for.
• Refunds. We'll publish our refund terms along with the rest of the paid terms, before we start charging.
• Purchases through Apple. If you subscribe through an Apple in-app purchase, Apple's own purchase, billing, and refund terms also apply, and refunds for those purchases are handled by Apple.
• Price changes. We may change prices for future academic years. Price changes never apply retroactively to a pass you've already bought, and we'll give you notice before any change takes effect for you.
• Taxes are included where required or shown at checkout.

10. Beta status

Listo is in beta. That has a few consequences worth stating plainly.

• The product is a moving target. Features may change, be added, or be removed as we build, and the Service may be interrupted, updated, or reset in ways a finished product wouldn't be. We'll be straightforward about material changes.
• There is no uptime commitment. We don't promise the Service will be available at any particular time, or for any particular stretch of time.
• Keep your own copy of anything you can't afford to lose. Listo is not a backup service, and a beta product shouldn't be the only place important work lives.
• Beta access is limited and by invitation. We're letting people in gradually so the experience holds up. We may limit signups, run a waitlist, pause new accounts, or end an account's beta access, at any time and with or without notice.
• Free doesn't mean forever. Beta access is provided at no charge, and we may end the free beta or change what it includes. Section 9 covers what happens if we start charging.

11. Privacy

Our Privacy Policy describes what we collect, who can see a student's data (short answer: the student, and a linked parent read-only, with no school dashboards), where data lives, and how account deletion works. It's part of the agreement between us, and it's written to be actually read.

12. Third-party services

The Service works with third parties we don't control: Instructure (Canvas), Google (sign-in, and Google Cloud hosting), Anthropic (the Claude AI model), Apple (App Store distribution), and the Chrome Web Store. Their services are governed by their own terms and privacy policies, and we aren't responsible for them. If a third party changes or discontinues something Listo depends on, we'll adapt as best we can, but we can't promise uninterrupted compatibility.

13. Ending things

• You can leave anytime. You can delete your account yourself in the app (Settings → Delete my account). As the Privacy Policy describes, the Canvas connection is disconnected immediately, and you have 30 days to change your mind before deletion becomes permanent. You can also request deletion by emailing hello@studywithlisto.com.
• We can suspend or terminate accounts that violate these Terms, misuse the Service, or create risk for other users or for us. We can also stop offering the Service (or parts of it) with reasonable notice. If we terminate your paid subscription without cause, we'll refund the unused portion.
• What survives. Sections that by their nature should survive termination do, including Your Content license wind-down, disclaimers, limitations of liability, and the dispute-resolution terms.

14. Disclaimers and limits on liability

• The Service is provided "as is" and "as available." To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We don't warrant that the Service will be uninterrupted, error-free, or that data shown (including grades and due dates originating from the school's system, and AI-generated output) will be accurate or complete.
• Liability cap. To the fullest extent permitted by law, Proxima Consulting LLC's total liability for all claims relating to the Service is limited to the greater of (a) the amount you paid us for the Service in the twelve months before the claim arose, or (b) $100. To the same extent, we are not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, data, or goodwill.
• What we don't limit. Nothing in these Terms limits liability that can't be limited under applicable law, and nothing in them takes away rights you have as a consumer that the law says can't be waived. Some jurisdictions don't allow certain warranty disclaimers or damage limitations, so parts of this section may not apply to you.
• Your responsibility to us. If your violation of these Terms or misuse of the Service causes a third party to bring a claim against us, you agree to reimburse our reasonable costs and damages from that claim. (For a minor's account, the parent or guardian who accepted these Terms bears this responsibility.)

15. Apple App Store terms

If you got the Listo iPhone or Mac app from Apple's App Store, the app is licensed to you under Apple's standard Licensed Application End User License Agreement, supplemented by these Terms, and this section also applies:

• These Terms are between you and Proxima Consulting LLC only, not Apple. Apple is not responsible for the app or its content.
• Your license to the app is limited to use on Apple-branded devices that you own or control, as permitted by the App Store's usage rules.
• We, not Apple, are responsible for maintenance and support of the app. Apple has no obligation to furnish any support for it.
• If the app fails to conform to an applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) to you; to the maximum extent permitted by law, Apple has no other warranty obligation for the app.
• We, not Apple, are responsible for addressing any claims relating to the app, including product-liability claims, claims that the app fails to conform to legal or regulatory requirements, and consumer-protection or similar claims.
• If a third party claims the app infringes their intellectual-property rights, we, not Apple, are responsible for the investigation, defense, settlement, and discharge of that claim.
• You represent that you are not located in a country subject to a U.S. government embargo or designated as a "terrorist supporting" country, and that you are not on any U.S. government list of prohibited or restricted parties.
• Apple and its subsidiaries are third-party beneficiaries of these Terms as they relate to the app, and may enforce them against you.
• You must also comply with any applicable third-party terms (for example, your wireless carrier's data agreement) when using the app.

16. If we have a dispute

We'd rather fix a problem than litigate it, and these Terms are built that way.

• Step one: talk to us. Before filing any claim, email hello@studywithlisto.com with your name, what happened, and what you'd like us to do. We commit to responding promptly and working with you in good faith for at least 30 days to resolve it. Most problems should end here.
• Step two: small claims or court. If we can't resolve it informally, either of us may bring the claim in small-claims court, or in the state or federal courts located in California, and we each consent to those courts' jurisdiction. If you're a consumer residing elsewhere, you may also have the right to bring claims in your local courts under your local law.
• Governing law. These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules.

17. Changes to these Terms

As Listo grows out of beta, these Terms will evolve.

• We tell you before material changes take effect, in the app or by email, rather than quietly updating the page. The date at the top always reflects the current version, and we'll tell you what changed.
• For ordinary changes, if you keep using the Service after a change takes effect, that means you accept the updated Terms. If you don't accept them, stop using the Service and, if you have an active paid pass, contact us about a refund of the unused portion.
• Starting to charge is not an ordinary change. We will never treat continued use of a free account as agreement to pay. Moving from free to paid takes your affirmative agreement to the updated Terms at the time of purchase.

18. The fine print

• Entire agreement. These Terms and the Privacy Policy are the whole agreement between you and us about the Service, and they supersede prior discussions.
• Severability. If part of these Terms is found unenforceable, the rest stays in effect.
• No waiver. If we don't enforce a provision, that isn't a waiver of our right to enforce it later.
• Assignment. You can't transfer your rights under these Terms without our consent. We may assign these Terms in connection with a merger, acquisition, or sale, and we'll honor them across that change.
• Force majeure. Neither of us is liable for delays caused by things outside reasonable control.
• Contact. Questions about these Terms: hello@studywithlisto.com.