Last Updated: November 7, 2022
We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your Agreement with us if you use those Services. If there is conflict between this Agreement and the additional terms, the additional terms will control for that conflict.
By submitting Content to Grade.us, you grant Grade.us a perpetual, irrevocable, world-wide, royalty-free, non-exclusive, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your Content and any name, username or likeness provided in connection with your Content in all media formats and channels now known or later developed without compensation to you. You also hereby expressly grant Grade.us a perpetual, irrevocable, world-wide, royalty-free, non-exclusive, fully paid, and sublicensable license to reproduce, modify, adapt and publish your business name and related trademarks in connection with the operation and promotion of the Website or Services.
Although we have no obligation to screen, edit or monitor Content, we may at any time and for any reason with or without notice in our sole discretion (i) refuse or remove any Content that, in Grade.us’s sole discretion, violates any Grade.us policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website and Services to any individual or entity for any reason or no reason. Grade.us has no obligation to provide a refund of any amounts owed or previously paid.
4. Bundled Offerings; SMS and/or MMS Marketing.
(a) Bundled Offerings. As part of the Website or Services, we may offer a bundled offering that incorporates certain third-party products and services (“Bundled Offering”). As a condition to purchasing and using a Bundled Offering, we may require you to agree to additional terms and conditions (“Bundled Offering Terms”). The Bundled Offering Terms will become part of this Agreement upon the purchase or use of the Bundled Offering and all references to Services and the Agreement herein will henceforth include Bundled Offering and the Bundled Offering Terms respectively. Moreover, you agree to immediately report any failures or breaches of such Bundled Offering Terms to us. Certain additional restrictions and limitations may apply to each Bundled Offering. Additionally, Grade.us reserves the right to terminate access to or the provision of any Bundled Offering at any time without notice in its sole discretion.
(b) SMS and/or MMS Marketing. As part of the services offered through our Site, you may engage in SMS and/or MMS marketing offered by us through our third-party partner, Twilio. The services offered through our Site use Twilio to power backend infrastructure which engable sending of SMS and/or MMS.You may not use SMS or MMS if your business operates in one of the following forbidden message categories: high-risk financial services, third-party lead generation services, debt collection or forgiveness, “get rich quick” schemes, illegal substances (including Cannabis and CBD in the United States), gambling, or “S.H.A.F.T.” use cases (sex, hate, alcohol, firearms, tobacco) (the “Forbidden Message Categories”). A complete list of the Forbidden Message Categories and additional information is available here. All use of Twilio services we offer are subject to Twilio’s Acceptable Use Policy and the Twilio Messaging Policy and if . To the extent you engage in SMS and/or MMS marketing offered by us or by Twilio, you must adhere to all of the requirements set forth in the aforementioned policies and the guidance relating to Forbidden Message Categories, including but not limited to ensuring proper age gating procedures are in place prior to sending SMS and/or MMS marketing.
5. Payment; Billing and Renewal; Non-payment and Suspension.
Monthly subscriptions will be billed and are due on the first calendar day of every month. Any changes made to the account during the month (subscription, seats, any other add-ons) will be deducted in accordance with this Agreement or as otherwise agreed to in writing from the card on file immediately.
Yearly subscriptions will be billed on each anniversary or as otherwise agreed to in writing. Any changes made to the account during the year (subscription, seats, any other add-ons) will be deducted in accordance with this Agreement or as otherwise agreed to in writing from the card on file immediately as an annual charge.
All white-label dashboards are charged at time of setup will be billed on each subsequent anniversary or as otherwise agreed to in writing. Any changes made to the root domain/subdomain of a white-label dashboard will require a completely new dashboard setup and charged in full accordingly.
The renewal charge will be equal to the then-current subscription and number of total seats and add-ons in effect during the prior term, unless Grade.us has given you at least 14 days prior written notice of a fee increase, which will be effective upon renewal and thereafter. Additional fees for other Services will be charged as agreed to on a case-by-case basis.
You agree to provide Grade.us with complete and accurate billing and contact information. This information may include without limitation your legal name, company name (if applicable), street address, e-mail address, and name and telephone number of an authorized billing contact and authorized administrator. You agree to update this information promptly but in no event later than 30 days of any change to it. If the contact information you have provided is false or fraudulent, Grade.us reserves the right to terminate your access to the Website and Services in addition to any other legal remedies.
If you believe your bill is incorrect, you must contact us in writing within 10 days of the invoice date containing the invoice and amount in question to be eligible to receive an adjustment or credit. All adjustments and credits are determined by Grade.us in its sole discretion.
You agree and acknowledge that Grade.us has no obligation to retain your data, information or Content (collectively, “Customer Data”) and that such Customer Data may be irretrievably deleted if your account is cancelled for any reason.
If termination of this Agreement or your access to and use of the Website or Services occurs, all balances owed or due on your account will become immediately due and must be paid in accordance with this Agreement. You agree that Grade.us may charge any such amount to your credit card or otherwise bill you for such unpaid amounts.
6. Third Party Materials. The Website and Services may display, include, or make available third-party content, including without limitation data, information, applications, third-party links, websites and webpages, and other products, services, activities, events, and materials (collectively, “Third Party Materials”) that is owned and controlled by third parties. Grade.us has not reviewed, and has no obligation to review, any Third Party Materials. You agree that Grade.us is not responsible for Third Party Materials, including without limitation their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Grade.us does not control or endorse, and makes no representations or warranties regarding any Third Party Materials. Moreover, Grade.us does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials thereto are provided solely as a convenience to you and your access and use them is entirely at your own risk. You acknowledge that Third Party Materials may be subject to a third parties’ terms and conditions. Your dealings or correspondence with third parties and your use or interaction with any Third Party Materials are solely between you and the third party. You are solely responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
7. Copyright Policy. If you believe that any Content violates your copyright, please see our Copyright Policy available at https://www.grade.us/home/dmca/ for instructions on sending us a notice of copyright infringement. It is the policy of Grade.us to terminate the user accounts of repeat infringers.
8. Intellectual Property. This Agreement does not transfer from Grade.us to you any Grade.us intellectual property, and all right, title and interest in and to such property will remain (as between you and Grade.us) solely with Grade.us. Grade.us, the Grade.us logo, and all other trademarks, service marks, graphics, slogans and logos used to identify Grade.us, the Website or Services are trademarks or registered trademarks of Grade.us or Grade.us’s licensors. Other trademarks, service marks, graphics, slogans and logos used on the Website or in Services may be the trademarks of other third parties. Your use of the Website and Services grants you no right or license to reproduce or otherwise use any Grade.us or third-party trademarks. All trademarks and trade names are the property of their respective owners. Grade.us reserves the right to remove any Content or Third Party Materials that breach this Agreement.
9. Advertisements. Grade.us reserves the right to display advertisements and other Content on your page without any payment or any other consideration to you.
10. Attribution. Grade.us reserves the right to display attribution links such as ‘Powered by Grade.us,’ theme author, font and image attribution, credits, and other similar statements and disclosures (“Credits”) in and on your page. Certain Credits, as determined by Grade.us at its sole discretion, may not be removed regardless of upgrades purchased.
12. Domain Names. If you are registering a domain name, using or transferring a previously registered domain name, you acknowledge and agree that use of the domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers (“ICANN”), including their Registration Rights and Responsibilities. Grade.us reserves the right to remove any domain or subdomain integration that breaches this Agreement.
13. Feedback. You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Grade.us or the Website or Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Grade.us’ sole discretion. You understand that Grade.us may treat Feedback as nonconfidential
14. Termination. Grade.us may terminate your access to all or any part of the Website or Services at any time, with or without cause, with or without notice, in its sole discretion. Upon such termination, all amounts owed, accrued and payable will become immediately due. You have the right to stop using the Website or Services at any time; however, you will be obligated to pay any amounts contracted for or otherwise owed, accrued or payable to Grade.us. If you wish to terminate this Agreement or your Grade.us account (if you have one)or have questions or would like to pay your account in full, please contact Grade.us customer service. Upon termination of access: (i) all rights granted to you under this Agreement will terminate immediately; and (ii) you must cease all use of the Website and Services. Termination will not limit any of Grade.us’s rights or remedies under this Agreement or at law or in equity. We are not responsible for any loss harm or other liability related to your inability to access or use the Website or Services.
15. Disclaimer of Warranties. The use of the Website and Services including any third-party products and services is at your sole risk. Except as otherwise provided in writing by us, the Website and Services and any third-party products and services are provided “as is” and “as available” without warranties of any kind, express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Additionally, Grade.us does not represent or warrant that the Website or Services and any third-party products or services are accurate, complete, reliable, current or error-free. While Grade.us attempts to make your use of the Website and Services safe, we cannot and do not represent or warrant that the Website or Services or any third-party products or services are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Website and Services and any third-party products or services. Grade.us further makes no guarantee that access to the Website or Services or any third-party products or services will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content, Third Party Materials or services through, the Website or Services at your own discretion and risk.
16. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GRADE.US OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PERSONNEL, AGENTS, REPRESENTATIVES, OR ANY OF ITS RESPECTIVE LICENSORS OR SERVICE PROVIDERS (COLLECTIVELY, “GRADE.US PARTIES”) BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY OR OTHERWISE, FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES INCLUDING WITHOUT LIMITATION PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF DATA, COST OF COVER OR LOST PROFITS, EVEN IF GRADE.US OR THE GRADE.US PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESTHE TOTAL LIABILITY OF GRADE.US AND GRADE.US PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE OR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO $100.
THE LIMITATIONS SET FORTH HEREIN WILL NOT LIMIT OR EXCLUDE LIABILITY FOR GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
17. Indemnification. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Grade.us and Grade.us 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 Website or Services or any third-party products or services ; (b) your violation of this Agreement; (c) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (d) your conduct in connection with the Website or Services or any third-party products or services. You agree to promptly notify Grade.us or Grade.us Parties, as applicable, of any third-party Claims, cooperate with Grade.us and Grade.us Parties, as applicable, in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the Grade.us or Grade.us Parties, as applicable, will have control of the defense or settlement, at Grade.us’ 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 Grade.us or the other Grade.us Parties.
18. Transfer and Processing of Data. In order for us to provide the Website and Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
19. Governing Law and Venue. Any dispute arising from this Agreement and your use of the Website or Services will be governed by and construed and enforced in accordance with the laws of Washington, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Washington or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Washington and the United States, respectively, sitting in King County, Washington.
20. Arbitration; Class Action Waiver.
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Grade.us and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.
No Representative Actions. You and Grade.us agree that any dispute arising out of or related to this Agreement or the Services is personal to you and Grade.us and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
Arbitration of Disputes. Except for small claims disputes in which you or Grade.us seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Grade.us seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Grade.us waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement or the Services resolved in court. Instead, for any dispute or claim that you have against Grade.us or relating in any way to the Services, you agree to first contact Grade.us and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Grade.us by email at email@example.com or by certified mail addressed to 15400 SE 30th PL, Bellevue WA, 98007. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Grade.us cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in King County, Washington or may be conducted telephonically or via video conference for disputes alleging damages less than $50,000, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
You and Grade.us agree that this Agreement affects interstate commerce and that the enforceability of this binding arbitration provision will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
The arbitrator, Grade.us, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
You and Grade.us agree that for any arbitration you initiate, you will pay the filing fee and Grade.us will pay the remaining JAMS fees and costs. For any arbitration initiated by Grade.us, Grade.us will pay all JAMS fees and costs. You and Grade.us agree that the state or federal courts of the State of Washington and the United States sitting in King County, Washington have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to this Agreement or the Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Grade.us will not have the right to assert the claim.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Agreement by contacting Grade.us via email at firstname.lastname@example.org or via certified mail addressed to 15400 SE 30th PL, Bellevue WA, 98007. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 19.
If any portion of this binding arbitration provision is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from this Agreement; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this provision or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this provision; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this provision 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 provision will be enforceable.
21. Severability; Waiver. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
22. Assignment. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions, so long as you first obtain the prior written consent of Grade.us, which will not be unreasonably withheld. Grade.us may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
23. Miscellaneous. This Agreement constitutes the entire agreement between Grade.us and you concerning the subject matter hereof. This Agreement may only be modified as set forth herein or by a written amendment signed by an authorized executive of Grade.us.
Updated terms – 10/25/2021
Added Affiliate Terms – 4/24/2013
Updated Company Name to DBA Name – 6/25/2013
Updated Affiliate Terms – 7/1/2014
Updated Terms of Service – 8/11/2015
Removed Affiliate Terms; Program Long Since Terminated – 1/2/2017
Updated Intellectual Property and Domain Names terms – 12/10/18
Last Updated – 12/20/19