Terms of Use

1. Introduction and Acceptance

These Terms of Use ("Terms") govern your access to and use of the Listaid Ltd.-operated ListAid website at https://www.uselistaid.com and https://www.listaid.co.uk ("Site") and the related software, platform, integrations, and services ("Services") provided by Listaid Ltd. ("Listaid Ltd.," "we," "us," or "our"), whether accessed directly or through an authorised reseller or integration partner (such as Cybertill Limited). By accessing or using the Services, you agree to be bound by these Terms, our Privacy Policy, and our Acceptable Use Policy ("AUP"). If you do not agree, do not use the Services.

2. Eligibility, Access, and Accounts

You must be at least 18 years old to access or use the Services. You agree to:

• Provide accurate registration information
• Maintain the confidentiality of your login credentials
• Notify Listaid Ltd. immediately of unauthorized access
• Use your account only in accordance with these Terms, the Privacy Policy, and the AUP

Listaid Ltd. may suspend or terminate accounts that violate these Terms or pose security risks.

3. Roles of the Parties (Controller/Processor)

Listaid Ltd. acts as:

• A Data Controller for: website visitor data, account information, cookies, analytics, security monitoring data, and customer support interactions.
• A Data Processor for: customer-uploaded data (including donor information, images, listings, inventory, workflows) and data synchronized through customer-authorized integrations.

Listaid Ltd. will process personal data in accordance with our Privacy Policy and, where applicable, a Data Processing Agreement (DPA).

4. Use of the Services

4.1 Permitted Use

You may use the Services solely for lawful business purposes and in accordance with these Terms, the Privacy Policy, and the AUP.

4.2 Prohibited Activities

You may NOT:

• Use the Services for illegal, fraudulent, or harmful purposes
• Attempt unauthorized access to accounts, systems, or data
• Interfere with service operations or security controls
• Reverse-engineer, disassemble, or extract source code
• Upload malware or harmful code
• Scrape or harvest data without authorization
• Violate third-party platform rules
• Use the Services to develop competing products
• Use the Services to train external AI systems
• Systematically extract outputs to create datasets or corpora
• Input malicious prompts or adversarial content designed to manipulate AI systems

All prohibited behaviors detailed in the AUP apply to these Terms.

5. Intellectual Property

Listaid Ltd. and its licensors own all rights, title, and interest in the Services, including software, technology, trademarks, and content. These Terms grant no ownership rights.

You retain ownership of any content or data you upload ("Your Content"). You grant Listaid Ltd. a limited license to process Your Content solely to provide the Services.

You represent that:

• You have rights to Your Content
• Your Content does not violate any law or third-party rights
• Your Content complies with these Terms and the AUP

6. AI-Generated Outputs

Listaid Ltd. provides features that use artificial intelligence ("AI Outputs"). You acknowledge that:

• AI Outputs may contain inaccuracies, errors, or bias
• AI Outputs are provided "as-is"
• You are solely responsible for reviewing, validating, and approving Outputs
• AI Outputs must not be used in high-risk or regulated decision-making without human oversight
• You may not use Outputs to train or develop external AI models without written permission from Listaid Ltd.

Listaid Ltd. retains all intellectual property rights in the underlying AI models. Subject to your compliance with these Terms, you retain ownership of AI Outputs generated from Your Content. Where you have entered into separate SaaS Agreement Terms, the intellectual property provisions of that agreement shall prevail.

7. Privacy and Personal Data

Your use of the Services is governed by our Privacy Policy. Personal data may be processed:

• As a Controller (for operational, security, analytics, and support data)
• As a Processor (for customer-uploaded and integration-sourced data)

Listaid Ltd. implements industry-standard security controls to safeguard personal data. Users have privacy rights under applicable data protection laws, including UK GDPR and the Data Protection Act 2018, as described in the Privacy Policy.

8. Service Availability and Modifications

Listaid Ltd. strives to maintain reliable service but does not guarantee uninterrupted availability. We may modify, suspend, or discontinue any part of the Services at any time. We may provide notice of scheduled maintenance where practicable.

Listaid Ltd. is not liable for losses related to service modifications or downtime.

9. Third-Party Integrations

The Services may integrate with platforms such as eBay or POS systems. You are responsible for complying with third-party terms. Listaid Ltd. is not responsible for third-party privacy practices, availability, or content.

10. Disclaimers

THE SERVICES AND AI OUTPUTS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. LISTAID LTD. DISCLAIMS ALL WARRANTIES, INCLUDING:

• Accuracy, completeness, or usefulness of AI Outputs
• Fitness for a particular purpose
• Non-infringement
• Reliability, uptime, or error-free operation

The Services are not intended for high-risk uses such as medical, financial, legal, safety-critical, or life-support decisions.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Listaid Ltd. is not liable for indirect, consequential, special, punitive, or incidental damages.
• Listaid Ltd.'s total liability for all claims shall not exceed the amount paid by you for the Services in the prior twelve (12) months, or £100, whichever is greater.

These limitations apply even if Listaid Ltd. was advised of the possibility of damages.

12. Indemnification

You agree to indemnify and hold harmless Listaid Ltd. and its affiliates from claims arising out of:

• Your use or misuse of the Services or AI Outputs
• Your breach of these Terms, the AUP, or applicable law
• Your Content
• Decisions made based on AI Outputs

13. Term and Termination

Listaid Ltd. may suspend or terminate your access to the Services for violations of these Terms, the Privacy Policy, the AUP, or security obligations. Provisions relating to intellectual property, disclaimers, liability limitations, indemnification, and governing law survive termination.

14. Dispute Resolution

These Terms are governed by the laws of England and Wales.

Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Either party may seek equitable relief in court to protect intellectual property.

15. General Provisions

• These Terms, the Privacy Policy, and AUP constitute the entire agreement.
• To the extent you have entered into a separate SaaS Agreement with Listaid Ltd., that agreement governs the provision of the Services and prevails over these Terms in the event of conflict.
• Invalid provisions are severed; remaining terms continue in effect.
• Failure to enforce rights does not waive them.
• You may not assign these Terms without Listaid Ltd.'s consent. Listaid Ltd. may assign without restriction.
• Force majeure events excuse performance delays.

16. Contact Information