Terms of Service

Effective date: January 15, 2024

Last Updated: January 25, 2024

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

Welcome to Gradly! Please read on to understand the rules and guidelines that govern your use of our website(s), products, services, and applications (the “Services”). If you have any questions, comments, or concerns about these terms or the Services, please reach out to us at support@gradly.org.

These Terms of Service (the “Terms”) create a legal agreement between you and Gradly, Inc. (“Gradly,” “we,” and “us”). To use our Services, you must agree to and accept all of these Terms. Using the Services in any way means that you agree to all these Terms, which will remain in effect as long as you use the Services. These Terms include the provisions in this document and those in the Privacy Notice and Copyright Dispute Policy. Additionally, specific Services may have their own rules and conditions (“Additional Terms”), which you must also comply with when using or participating in those Services.

NOTICE: Please read these Terms carefully. They contain important information about the Services we provide, any charges, taxes, and fees we may apply, and other essential details. These Terms also cover potential changes to the Terms, automatic renewals, limitations of liability, and dispute resolution through arbitration, rather than in court.

We are continually working to improve our Services, so they may evolve over time. We may temporarily suspend or discontinue parts of the Services, introduce new features, set limits on specific features, or restrict access to certain areas of the Services. We reserve the right to remove any Content from the Services at our discretion and without notice, especially if someone claims that the Content violates these Terms.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED THROUGH BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

We are continually working to improve our Services, so they may evolve over time. We may temporarily suspend or discontinue parts of the Services, introduce new features, set limits on specific features, or restrict access to certain areas of the Services. We reserve the right to remove any Content from the Services at our discretion and without notice, especially if someone claims that the Content violates these Terms.

We are constantly enhancing our Services, which may require updates to these Terms. We reserve the right to modify the Terms at any time. If we make changes, we will inform you by posting a notice on the www.gradly.org website, sending you an email, or using other means.

If you disagree with the new Terms, you can choose not to accept them. Unfortunately, this means you won't be able to use the Services. If you continue to use the Services after the new Terms take effect, it means you agree to all the changes.

Except for changes made by us as described here, no other alterations or modifications to these Terms will be effective unless they are in writing and signed by both you and us.

Gradly takes your privacy seriously. For the current Gradly Privacy Notice, please click here.

The Children’s Online Privacy Protection Act (“COPPA”) mandates that online service providers obtain parental consent before knowingly collecting personally identifiable information online from children under 13. We do not knowingly collect or solicit personally identifiable information from children under 13. If you are under 13, please do not attempt to register for the Services or provide any personal information about yourself to us. If we discover that we have collected personal information from a child under 13, we will promptly delete that information. If you believe a child under 13 may have provided us with personal information, please contact us at support@gradly.org.

You may need to create an account, select a password, and choose a username (“Gradly User ID”) to use our Services. You must provide accurate, complete, and up-to-date registration information about yourself. Do not select a Gradly User ID that you do not have the right to use, or someone else’s name with the intent to impersonate them. You may not transfer your account to another person without our prior written permission.

You confirm that you are of legal age to enter into a binding contract, or you have received consent from your parent or guardian to use the Services and they have agreed to these Terms on your behalf. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you have the authority to accept these Terms on their behalf, and these Terms will apply to that organization or entity.

You may only use the Services for your personal, non-commercial use, and in compliance with all applicable laws. If your use of the Services violates any laws, you are not authorized to use them. We are not responsible if you use the Services in a way that breaks the law.

Do not share your account or password with anyone, and ensure the security of your account and password. You are responsible for all activity associated with your account.

Your use of the Services is also subject to additional restrictions:

You confirm, guarantee, and agree not to contribute any Content, User Submission (terms defined below), or use the Services in a way that:

• Infringes or violates the intellectual property rights or any other rights of others, including Gradly
• Violates any law or regulation, including export control laws
• IIs harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or objectionable in any way
• Jeopardizes the security of your Gradly account or anyone else’s (such as allowing someone else to access the Services as you)
• Tries to obtain the password, account, or other security information of any other user
• Violates the security of any computer network, or attempts to crack passwords or security encryption codes
• Engages in activities like "crawling," "scraping," or "spidering" any page, data, or part of the Services or Content (using manual or automated means)
• Copies or stores a significant portion of the Content;
• Decompiles, reverse engineers, or tries to access the source code or underlying ideas or information related to the Services.

Violating any of the above can lead to the termination of your right to use or access the Services.

The materials displayed or accessible on or through the Services, such as text, graphics, data, articles, photos, images, illustrations, User Submissions, and more (collectively, the “Content”), are protected by copyright and other intellectual property laws. You promise to follow all copyright notices, trademark rules, information, and restrictions within the Content you access through the Services. You must not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, or otherwise exploit any Content that you do not own

1. Without obtaining prior consent from the owner of that Content, or
2. In a manner that violates the rights of others, including Gradly.

You acknowledge that Gradly owns the Services. You may not modify

Any content you post, upload, share, store, or provide through the Gradly platform is considered your "User Submission." Some User Submissions may be visible to other users. You are solely responsible for all User Submissions you contribute to Gradly. You represent that all User Submissions submitted by you are accurate, complete, up to date, and compliant with all applicable laws, rules, and regulations. In order to display your User Submissions on the Gradly platform and allow other users to access them, you grant Gradly certain rights with respect to those User Submissions. Please note that these licenses are subject to Gradly's Privacy Notice to the extent they relate to User Submissions that are also your personally-identifiable information.

For all User Submissions, you hereby grant Gradly a license to translate, modify (for technical purposes, such as ensuring content is viewable on different devices), reproduce, and otherwise interact with such User Submissions to enable the operation of the Gradly platform, as further detailed below. This license does not affect your ownership of User Submissions.

If you share a User Submission in a manner that only specific users can view (for instance, through private messaging to specific users, a "Limited Audience User Submission"), then you grant Gradly the licenses described above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making it accessible to those specific users and providing the necessary services. Additionally, you grant those specific users a license to access and use that Limited Audience User Submission as permitted by the Gradly platform's functionality

If you share a User Submission publicly on Gradly or in a manner where more than just you or specific users can view it, or if you provide Gradly with feedback, suggestions, improvements, enhancements, or feature requests related to the platform (each referred to as a "Public User Submission"), then you grant Gradly the licenses mentioned above. These licenses allow Gradly to display, perform, and distribute your Public User Submission to make it accessible to all Gradly users and provide the necessary services. Gradly may also exercise all rights necessary to use and manage Public User Submissions for the purpose of operating the platform and Gradly's business, subject to notifying you if Gradly uses your Public User Submission for any purpose other than displaying it on the platform. Additionally, all other Gradly users are granted a license to access and use that Public User Submission as permitted by the platform's functionality

It's important to note that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide. However, if you delete your Gradly account, Gradly will stop displaying your User Submissions (except Public User Submissions, which may remain available) to other users, if applicable. Keep in mind that it may not be possible to completely remove your content from Gradly's records, and your User Submissions may still be viewable elsewhere if they were copied or stored by other users

Lastly, you understand and agree that Gradly, in performing the technical steps required to provide its services, may need to make changes to your User Submissions to conform and adapt them to the technical requirements of networks, devices, services, or media. The licenses mentioned above include the rights to make such changes.

If you encounter content on Gradly that you believe infringes your copyright, Gradly respects intellectual property rights and has provisions to address copyright disputes. Gradly reserves the right to remove or disable content that allegedly violates someone's copyright. You can review Gradly's complete Copyright Dispute Policy to learn how to report potentially infringing content. This policy aligns with the Digital Millennium Copyright Act (DMCA) concerning online service providers like Gradly.

Any information or content publicly posted or privately transmitted through Gradly is the sole responsibility of the person from whom the content originates. When you access such information or content, you do so at your own risk, and Gradly is not liable for any errors or omissions in that information or content, or for any damages or loss you might incur as a result of using it. Gradly cannot control or act regarding how you interpret and use the content, or what actions you may take based on it. By using Gradly, you release Gradly from all liability related to your acquisition or non-acquisition of content through the platform. Additionally, Gradly cannot guarantee the identity of users with whom you interact on the platform, and Gradly is not responsible for determining which users gain access to the platform.

You are responsible for all content you contribute to Gradly, and you affirm that you have all necessary rights to do so in the manner you contribute it. You are also responsible for keeping your registration information accurate and up-to-date. You are responsible for all your activities on Gradly

Gradly may contain links or connections to third-party websites or services that are not owned or controlled by Gradly. When you access third-party websites or use third-party services through Gradly, you accept that there are inherent risks, and Gradly is not responsible for these risks. Gradly encourages you to be aware of your actions when leaving the platform and to review the terms and conditions and Privacy Notice of any third-party website or service you visit or use.

Gradly does not monitor, verify, censor, or edit the content of third-party sites or services. By using Gradly, you release and hold Gradly harmless from any and all liability arising from your use of any third-party website or service.

Your interactions with organizations or individuals found on or through Gradly, including transactions for goods or services, and any related terms, conditions, warranties, or representations, are solely between you and those organizations or individuals. You should conduct your own investigations as you see fit before proceeding with any online or offline transaction with third parties. You agree that Gradly is not responsible or liable for any loss or damage of any kind incurred as a result of such dealings.

If disputes arise between participants on Gradly or between users and third parties, Gradly is under no obligation to become involved. In the event of disputes with other users, you release Gradly, its officers, employees, agents, and successors from any claims, demands, and damages of any kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or related to such disputes and/or Gradly's services. If you are a California resident, you waive California Civil Code Section 1542 or any similar law of any jurisdiction, which essentially states that a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist at the time of executing the release, and that, if known, would have materially affected the settlement.

Certain Gradly services may be offered for free, while others may have associated fees. If you are using a free version of Gradly, you will be notified in advance if any of the services you are using will become fee-based. To continue using such services, you must pay any applicable fees

1. Paid Services: Some of Gradly's services may be subject to payment, whether now or in the future (referred to as "Paid Services"). Details about current Paid Services and their descriptions can be found on Gradly's Paid Services page. Any payment terms presented to you when using or signing up for a Paid Service are considered part of these Terms.
2. Billing: Gradly uses a third-party payment processor (the "Payment Processor") to handle billing for Paid Services. Payment processing will be governed by the Payment Processor's terms, conditions, and privacy policies, in addition to these Terms. Gradly currently uses Stripe, Inc. as its Payment Processor.

You can access Stripe's Terms of Service at Stripe's Terms of Service and their Privacy Policy at Stripe's Privacy Policy. Gradly is not responsible for any errors, omissions, or other acts or omissions by the Payment Processor. By choosing to use Paid Services, you agree to pay Gradly for the charges associated with such services through the Payment Processor. You authorize Gradly to charge your selected payment provider (your "Payment Method") for the applicable charges. You agree to make payments using the selected Payment Method. Gradly reserves the right to correct any errors or mistakes made by the Payment Processor, even if payment has already been requested or received.

3. Payment Method: The terms of your payment will be determined by your chosen Payment Method and may be subject to agreements between you and the financial institution, credit card issuer, or other provider of your chosen Payment Method. If Gradly, through the Payment Processor, does not receive payment from you, you agree to settle all amounts due from your Billing Account upon request.
4. Recurring Billing: Some Paid Services may have an initial period with a one-time charge, followed by recurring charges according to your agreement. By opting for a recurring payment plan, you acknowledge the presence of both initial and recurring charges and agree to be responsible for all recurring charges until you terminate the service. Gradly may submit periodic charges (e.g., monthly) without requiring further authorization until you provide prior notice (confirmed by Gradly) of termination or a change in your Payment Method. Such notice will not affect charges submitted before Gradly could reasonably act. To terminate your authorization or change your Payment Method, go to your account settings.
5. Current Information: You must provide accurate, complete, and up-to-date information for your Billing Account. You must promptly update your Billing Account information to ensure it remains accurate and complete (e.g., changes in billing address, credit card number, or credit card expiration date) and inform Gradly or the Payment Processor promptly if your Payment Method is canceled (e.g., due to loss or theft) or if you become aware of a potential security breach (e.g., unauthorized use of your user name or password). Changes to your information can be made in your account settings. If you fail to provide this information, you agree that Gradly may continue to charge your Billing Account for any use of Paid Services unless you terminate the Paid Services as outlined above.
6. Change in Authorized Amount: If the amount charged to your Billing Account differs from your pre-authorized amount (excluding state sales taxes changes), you have the right to receive advance notice of the charge amount and date before the scheduled transaction. The terms of your payment will be determined by your Payment Method and any agreements between you and the financial institution, credit card issuer, or other provider of your Payment Method. If Gradly, through the Payment Processor, does not receive payment from you, you agree to settle all amounts due from your Billing Account upon request. Gradly may accumulate charges and submit them as one or more aggregate charges during or at the end of each billing cycle.
7. Auto-Renewal for Paid Services: Unless you opt out of auto-renewal through your account settings, any Paid Services you have subscribed to will be automatically renewed for successive renewal periods with the same duration as the initially selected subscription term, at the prevailing non-promotional rate. To change or cancel your Paid Services, visit your account settings. If you terminate Paid Services, you may use your subscription until the end of the current term, but it will not renew for further terms. No prorated refunds will be given for the remaining period of the current subscription. If you wish to discontinue recurring monthly charges, you must cancel the relevant Paid Service through your account settings or terminate your Gradly account before the end of the current term. Paid Services cannot be terminated before the end of the current paid period, and Gradly will not provide refunds for fees already paid.
8. Reaffirmation of Authorization: By continuing to use Paid Services or not terminating your Gradly account, you reaffirm that Gradly has the authorization to charge your Payment Method for those services. We may submit charges to your Payment Method, and you are responsible for those charges. This does not waive Gradly's right to seek payment directly from you. Charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
9. Free Trials and Promotions: Any free trial or promotion granting access to a Paid Service must be used within the specified trial period. To avoid charges for a Paid Service, you must discontinue its use before the end of the trial period. If you cancel before the trial ends and are inadvertently charged for a Paid Service, please contact Gradly at support@gradly.org.

If you wish to stop using the Gradly services, you have the freedom to do so at any time. You can initiate this process by contacting Gradly at support@gradly.org. To understand how Gradly handles the information you've provided after you cease using their services, please refer to their Privacy Notice, as well as the licenses mentioned above.

Gradly also reserves the right to terminate or suspend your access to their services or your account for any reason at their discretion, including if you violate their Terms of Service. Gradly has the sole authority to determine whether you have violated any of the restrictions outlined in their Terms

Please keep in mind that terminating your account may lead to the deletion of any content associated with it. Therefore, consider this before deciding to terminate your account.

Certain provisions within these Terms will continue to apply even after termination. For example, any obligations you have to make payments or indemnify Gradly, limitations on Gradly's liability, terms related to ownership or intellectual property rights, and terms governing disputes between you and Gradly, including the arbitration agreement, will persist beyond termination.

Please keep in mind that terminating your account may lead to the deletion of any content associated with it. Therefore, consider this before deciding to terminate your account.

Please keep in mind that terminating your account may lead to the deletion of any content associated with it. Therefore, consider this before deciding to terminate your account.

Warranty Disclaimer: Gradly and its licensors or suppliers do not make any representations or warranties regarding the content accessed through their services. They are not responsible for the accuracy, copyright compliance, legality, or decency of the material accessed through their services. Any products or services obtained through their services are provided "AS IS" and without any warranty unless explicitly provided in writing by a designated third party for a specific product.

Limitation of Liability: Gradly's liability is limited to the fullest extent permitted by applicable law. They will not be liable for indirect, special, incidental, or consequential damages, and their liability is capped at either $100 or the amounts paid by you to Gradly in the twelve-month period preceding the claim, whichever is greater. Matters beyond their reasonable control are also excluded from liability.

Indemnity: You agree to indemnify and hold Gradly, its affiliates, officers, agents, employees, and partners harmless from any claims, liabilities, damages, losses, and expenses arising from your use of their services or any violation of these Terms.

Assignment: You cannot assign or transfer these Terms or your rights and obligations without Gradly's prior written consent. Gradly, however, has the right to transfer, assign, or delegate these Terms and its rights and obligations without requiring your consent.

Choice of Law: These Terms are governed by federal law and the laws of the State of Florida, without regard to conflict of law’s provisions.

Arbitration Agreement: Disputes arising from these Terms will be resolved through binding arbitration in Tampa, Florida, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS"). Both you and Gradly acknowledge that Gradly's personnel are third-party beneficiaries of these Terms. You and Gradly waive the right to a jury trial and agree to resolve disputes through arbitration.

Opt-out: You have the option to opt out of the arbitration agreement within 30 days of first accepting these Terms by sending written notice to Gradly at 3916 Cambridge woods Tampa, Florida 33613. The notice must include your name, residence address, email address, and a clear statement that you want to opt out of the arbitration agreement.

Exclusive Venue: If you opt out of arbitration or if the arbitration agreement does not apply, any disputes will be litigated in state or federal courts in Tampa, Florida.

Miscellaneous: You are responsible for taxes and other assessments related to your activity with Gradly's services. If any provision in these Terms is found to be unenforceable, it will be limited or eliminated to the minimum extent necessary, while the rest of the Terms will remain in full force. These Terms constitute the entire agreement between you and Gradly, supersedes all previous agreements, and you acknowledge that you are not an employee, agent, partner, or joint venture of Gradly. There are no intended third-party beneficiaries under these Terms.