Terms of Service

Last Updated: December 20, 2019

The following terms and conditions govern all use of all Grade.us websites (collectively, the “Website”) and all content, services, dashboards and products contained or made available by Grade.us or at or through the Website (“Services”). The Website and Services are owned and operated by Grade Us, Inc. and its affiliates (together, “Grade.us,” or “we,” “our,” or “us”).By clicking “I Accept” or by accessing or using the Website or Services, you agree to all of the terms and conditions contained herein including the mandatory arbitration provision and class action waiver in Section 19 and all other operating rules, policies (including, without limitation, Grade.us’s Privacy Policy), procedures and other terms and conditions that may be published or made available from time to time on the Website, through Services or otherwise by Grade.us (collectively, the “Agreement”). We reserve the right, at any time, to modify, alter, or update this Agreement in sour sole discretion. Modifications will become effective immediately upon being posted on the Website, provided through Services, or otherwise. Your continued use of the Website or Services after modifications are posted or otherwise made available constitutes an acceptance of the then-current Agreement. We may additionally provide notice of such changes via email or through the Services, but have no obligation to do so. If you do not agree to the amended Agreement, you must stop using our Website and Services.

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.

  1. Affiliation with Third Parties. Grade.us provides a convenient location for businesses to manage their online reputation. In doing so, we may provide links to and descriptions of numerous third-party review platforms including but not limited to information about their products, services, activities, events and content (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. You acknowledge that use of such Third-Party Content may be subject to additional terms and conditions. You further agree it is your responsibility to review and comply with such additional terms and conditions to the extent applicable. Grade.us does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.
    Additionally, Grade.us is not affiliated with or endorsed by any of these third parties, nor is it in a joint venture relationship or partnership with any of these third parties. Such third-parties are not associated in any way with the Grade.us, the Website or Services. To the extent Grade.us uses any tradenames or trademarks associated with such third-parties, it does so solely to identify those companies and their services. Grade.us makes no claim as to ownership of such third-party trademarks.

  2. Your Grade.us Account and Page. You may need to register for an account to access some or all of our Services or the Website. If you register for an account, you must provide accurate account information and promptly update this information if it changes. If you create a page on the Website, you are solely responsible for maintaining the security of your account and page, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the page. You agree to immediately notify us if you discover or suspect that someone has accessed your account or used Services without your permission including without limitation breaches of security. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames. You must not describe or assign keywords to your page in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Grade.us may change or remove any description or keyword in its sole discretion.

  3. Responsibility of Contributors; Representations and Warranties. The Website and Services may allow you and other users to create, post, store, comment, and share content, including without limitation messages, text, photos, videos, software, links and other material (collectively, “Content”). Except for the license you grant below, you retain all rights in and to your Content, as between you and Grade.us. You are entirely responsible in all respects for the Content of, and any harm resulting from, that Content. You may not create, post, store or share any Content that violates this Agreement or for which you do not have all rights necessary to grant us the license described below. Additionally, you represent and warrant that your Content, and our use of such Content as permitted by this Agreement, will not violate any rights of or cause injury to any person or entity. You also represent and warrant that:
    • you will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using the Website or Services.
    • your actions and the Content comply with the terms of service of any third-party websites or services with which you interact. For example, many review sites strictly limit or prohibit the practice of offering incentives to customers in exchange for reviews;
    • the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
    • the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
    • the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
    • the Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
    • you will not use the Website or Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates this Agreement;
    • your page is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other pages and web sites, and similar unsolicited promotional methods;
    • you will not sell, resell or commercially use the Website or Services, except as contemplated in this Agreement;
    • you will not copy reproduce, distribute, publicly perform or publicly display all or portions of the Website or Services, except as expressly permitted by us or our licensors;
    • you will not modify the Website or Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Website or Services or that could damage, disable, overburden or impair the functioning of the Website or Services in any manner;
    • you will not reverse engineer any aspect of the Website or Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Website or Services;
    • you will not use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from the Website or Services;
    • you will not develop or use any applications that interact with the Website without our prior written consent;
    • your page is not named in a manner that misleads your readers into thinking that you are another person or company; and
    • you have, in the case of Content that includes computer code, accurately categorized and described the type, nature, uses and effects of the materials.

    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. 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.Yext Subdistributor Terms. If you are a sub-distributor of Yext, Inc. or its affiliates (collectively, “Yext”) products or services or otherwise purchase Yext products or services through Grade.us, you agree to the following terms and conditions as they pertain to your access and use of Yext products or services:
    • Notwithstanding this Agreement or the Grade.us Privacy Policy, you agree and consent to Grade.us and Yext distributing Customer Data (defined below) to third parties that own or operate online business directories, search web sites, social media web sites, mobile apps or other online properties (“Yext Publisher Sites”).
    • You agree that such Customer Data distributed to Yext Publisher Sites shall be subject to limitations, standards and other content policies that may be in place by Yext or the Yext Publisher Site at their sole discretion. You additionally agree to any Yext privacy policy that applies to your access to and use of Yext products or services.
    • You agree to be responsible to Grade.us for any additional fees, costs, expenses or taxes, including without limitation any interest or penalties incurred as a result of being a sub-distributer of Yext products and services.
    • You agree to safeguard all information related to the access and use of the Yext products and services, including without limitation login information, account passwords and API keys, if applicable in addition to agreeing to notify Grade.us of any actual or suspected unauthorized access to its accounts.
    • You agree not to (i) copy, modify, prepare derivative works of, decompile or reverse engineer any Yext product or service or the Yext portal, or any portion of any of the foregoing, (ii) use Yext products or services or the Yext portal to store or transmit any malware, or for any unlawful or fraudulent purpose, (iii) use Yext products or services or the Yext portal to create or assist a third party in creating a competing product, (iv) sell, resell, license, sublicense, distribute, rent or lease Yext products or services or the Yext portal without the prior written consent of Grade.us, (v) bypass or breach any security device or protection used by Yext product or services, or (vi) access or use Yext products or services in any manner or for any purpose that infringes or misappropriates or otherwise violates any intellectual property right of any third party.
    • In marketing products or services that contain Yext products or services, you agree to not: (i) make any representations about any of Yext products or services that are inconsistent with, or in addition to, any term of this Agreement or any marketing materials supplied or approved in writing by Grade.us, as applicable; (ii) engage in any deceptive, misleading or unethical practices; (iii) use Yext’s name, logo and other designations for any purpose, without the prior written consent of Yext or Grade.us; or (iv) violate any applicable law, rule or regulation.
    • You agree to not offer, use or make available any Yext products or services outside of the United Sates.
    • You agree that Yext owns and retains all right, title and interest (including all intellectual property rights) in and to Yext products and services, including all aspects of the technology and branding, and any software or other materials including without limitation any analytics, reports or aggregated, anonymized data developed or created by or on behalf of Yext in connection with delivery of Yext products or services hereunder. Nothing in this Agreement grants any right, title or interest in or to (including any license under) any intellectual property rights in or relating to, Yext products or services, whether expressly, by implication, estoppel or otherwise.
    • You acknowledge and agree that certain Yext products and services require that certain Customer Data sent to Yext Publisher Sites in accordance with this Agreement require you to grant a nonexclusive, perpetual, irrevocable, royalty-free, unlimited use right (or subset of such rights) with respect to such Customer Data including without limitation the rights to publish and syndicate such Customer Data to Grade.us, Yext and/or the operator of such Yext Publisher Site and that you consent and agree to grant such license when required. You further agree that such license will be granted on a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, unlimited, sublicensable (through multiple tiers of sublicensees) basis for the purpose of using, reproducing, preparing derivative works of, displaying and distributing such Customer Data
    • You represent and warrant that you own or otherwise have all rights and permissions necessary to grant all relevant rights and permissions to Grade.us, Yext and the operator(s) of Yext Publisher Site(s) under the license granted in this section with regard to Customer Data.
    • You agree that Yext and Grade.us may review your platform for compliance with this Agreement.
    • In addition to the class action waiver in section 19 below, you further agree to waive any right to bring or participate in a class action litigation with respect to Yext products and services and waive the right to name Yext as an intended third-party beneficiary.
    • You agree that Grade.us may modify or impose additional terms to your access to and use of Yext products and services at the sole discretion of Grade.us.

  5. Payment; Billing and Renewal; Non-payment and Suspension.
    1. Charges and Payment of Fees. You must pay all fees and charges to your account in accordance with the fees, charges, and billing terms in effect at the time such fee or charge is due and payable. The initial charges will be equal to the current subscription and any additional seats added (Professional, Agency, Partner and any add-ons), except as otherwise agreed to in writing. All payment obligations are noncancelable and all amounts owed or paid are nonrefundable. You acknowledge and agree that we will not refund any amount due to lack of usage of the platform or Services. Grade.us may require that you provide us with valid credit card as a condition to signing up for the Website or Services. An authorized administrator may add additional seats via the My Account tab in your account. Added seats will be subject to the following: (i) added seats will be coterminous with the preexisting subscription term (the initial term or renewal term, as applicable); (ii) the seat fee for the added seats will be the then current, generally applicable seat fee. Grade.us reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 14 days prior notice to you, which notice may be provided by e-mail or via the Website or Services. All pricing terms are confidential, and you agree not to disclose them to any third party.
      All white-label dashboards are charged at time of setup and are non-refundable. You are responsible for all charges incurred on the annual white-label dashboard.

    2. Billing and Renewal. Grade.us charges and collects in advance for use of the Website and Services, as applicable. Grade.us will automatically renew and bill your credit card or issue an invoice to you.

      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.

    3. Non-payment and Suspension. All Grade.us invoices are issued and are due on the first calendar day of every month. In addition to any other rights granted to Grade.us herein, Grade.us reserves the right to suspend or terminate this Agreement or your access to and use of the Website and Services if your account becomes delinquent. You will continue to be charged for your subscriptions and any add-ons during any period of suspension. When your account is brought to current status during your period of suspension, you must contact the Grade.us Customer Success Team either by phone (877-868-4626) or email (support@grade.us) in order to remove the suspension on your account. Accounts that continue to be delinquent for 30 consecutive days may be cancelled in our sole discretion. Upon such cancellation, you agree that all amounts owed, accrued and contracted for will become immediately due and that Grade.us will not be responsible for any data lost as a result of such cancellation.In the case of a delinquent invoice on a white-label dashboard, we will contact you via email informing you of such a delinquency. If no response is received or the white-label dashboard continues to be delinquent past the next billing cycle, it will be cancelled accordingly. In the event of a cancelled white-label dashboard due to non-payment, Grade.us is not responsible for any data lost in this process. A new dashboard setup will be billed at the full amount at that time.

      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 Infringement and DMCA Policy. If you believe that material located on or linked to by Grade.us violates your intellectual property or the intellectual property of others, you are encouraged to notify Grade.us in accordance with Grade.us’s Digital Millennium Copyright Act (“DMCA”) Notice. Grade.us will respond to such notices and will remove the such infringing material and will disable links to any infringing material identified as required or as Grade.us finds appropriate. Grade.us may terminate access to and use of the Website and Services for any reason or no reason in their sole discretion. In the case of such termination, Grade.us will have no obligation to provide a refund of any amounts paid or owed to Grade.us.

  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.

  11. 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.

  12. 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

  13. 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.

  14. 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.

  15. 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.

  16. 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 Content or Feedback or Customer Data distributed to Yext or Yext Publisher Sites (if applicable); (c) your violation of this Agreement; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) 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.

  17. 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.

  18. 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.

  19. 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. nstead, 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 support@grade.us 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 support@grade.us 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 18.

    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.

  20. 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.

  21. 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.

  22. 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.

Update log

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