Software as a Service (SaaS) Agreement

​​1. Definitions

“Affiliate” refers to any entity that is directly or indirectly controlling, controlled by, or under common control with a Party. This includes any organization that has significant influence over or is influenced by the Party through ownership or contractual agreements.

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“Content” encompasses all materials, including but not limited to text, images, video, audio, software, and other data, provided by GradeWise or the Customer as part of using the Services. Content may also include derivative works generated during the use of the Services, as applicable.

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“Confidential Information” refers to non-public information disclosed by a Party that is marked as confidential or would reasonably be considered confidential based on its nature. This includes proprietary information about business operations, pricing, intellectual property, and technical data.

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“Customer Data” includes all data submitted, uploaded, or otherwise transmitted by you while using the Services. It represents data over which you maintain ownership rights, while GradeWise acts as a custodian during the Service Term.

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“Subscription Term” refers to the period during which you are authorized to access and use the Services as outlined in this Agreement. This term may be renewable under conditions specified in this Agreement.

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“Third-Party Services” refer to applications, software, or systems not provided by GradeWise but integrated or used in connection with the Services. Your use of these services is governed by the third-party providers’ terms and conditions.

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2. Services Provided

GradeWise grants you a limited, non-exclusive, non-transferable, and revocable right to access and use the Services as described in this Agreement. This access is conditional upon your compliance with this Agreement, the Terms of Service, Privacy Policy, and applicable laws.

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GradeWise will provide the Services with reasonable skill and care, ensuring that they meet the functional descriptions and requirements as communicated. Any deviations or interruptions in service will be addressed promptly to minimize disruption.

Service levels are maintained to ensure maximum uptime. Scheduled maintenance, for which prior notice will be provided, or circumstances beyond our reasonable control, such as natural disasters or cyber-attacks, may affect this target.

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3. Subscription Terms

Fees and Payment obligations require you to pay the subscription fees as specified in this Agreement. All fees must be paid in the specified currency and within the agreed timeframe. Overdue payments may result in the suspension or termination of Services and may accrue interest at the highest rate permissible by law.

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Automatic Renewal ensures continuity of service by automatically renewing your subscription at the end of the Subscription Term. If you wish to prevent automatic renewal, you must cancel your subscription before the renewal date.

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You can cancel your subscription at any time. However, fees paid are non-refundable unless required by applicable law or explicitly stated in this Agreement. Post-cancellation, access to the Services will continue until the end of the current Subscription Term.

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Taxes and Withholding must be handled by the Customer. Subscription fees do not include applicable taxes (e.g., VAT, GST). Any withholding taxes required by local jurisdictions will be borne by the Customer, ensuring the full subscription fee is paid to GradeWise.

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4. Access and Use Restrictions

Your use of the Services is subject to compliance with our Terms of Service. You agree to use the Services solely for lawful purposes and in a manner that does not disrupt or interfere with the operations of the Services, other users, or associated networks.

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Specifically, you may not access the Services in ways that compromise their functionality, such as attempting to bypass security measures or using automated tools to scrape data. Any misuse, including but not limited to the transmission of malicious code or the distribution of unlawful content, constitutes a breach of this Agreement and may result in immediate termination.

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5. Data Privacy and Security

Ownership of Customer Data remains with you at all times. GradeWise acts solely as a custodian of your data and will not claim ownership of any Customer Data processed through the Services.

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Data Processing is conducted in accordance with applicable data protection laws and our Privacy Policy. By using the Services, you authorize GradeWise to process your data to the extent necessary to fulfill its obligations under this Agreement.

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Security Measures include robust technical and organizational safeguards designed to protect your data against unauthorized access, loss, or destruction. GradeWise conducts regular security assessments and employs encryption, access controls, and monitoring to uphold data integrity.

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Data Retention policies ensure that your data is retained for up to 30 days following the termination of your subscription. During this period, you may request a copy of your data. Beyond this timeframe, all data will be permanently deleted, except as required by law.

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Cross-Border Data Transfers are handled in compliance with global data protection laws. When transferring data outside of the EU, GradeWise ensures appropriate safeguards, such as Standard Contractual Clauses, are in place.

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Data Subject Rights under GDPR, CCPA, and other applicable laws include access, rectification, deletion, and portability of personal data. GradeWise will respond to such requests promptly as required by law.

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6. Intellectual Property Rights

GradeWise Intellectual Property includes all rights, title, and interest in and to the Services and Content, including any improvements, modifications, or derivative works. These rights remain exclusively with GradeWise, and you are granted limited rights to use these materials as outlined in this Agreement, and our Terms of Service.

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Customer Intellectual Property encompasses any data, materials, or intellectual property you submit to the Services. By submitting this content, you grant GradeWise a non-exclusive, royalty-free license to process and display the content solely for providing the Services. This license is limited in scope and duration to the Subscription Term.

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Feedback provided by you regarding the Services is highly valued. By offering suggestions or enhancements, you grant GradeWise a perpetual, royalty-free license to use this feedback for any purpose, including improving the Services.

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7. Confidentiality

Confidentiality obligations require each Party to protect the other Party’s Confidential Information with the same degree of care used to protect its own sensitive information, but not less than a reasonable standard of care. Confidential Information must only be used for fulfilling obligations under this Agreement and our Terms of Service.

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Disclosures compelled by law will be preceded by reasonable notice to the disclosing Party, except where prohibited by law. Upon termination, all Confidential Information must be returned or securely destroyed, except for backup copies maintained under standard data retention policies.

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8. Warranties and Disclaimers

The Services are provided on an "AS-IS" and "AS-AVAILABLE" basis. You agree that your use of the Services will be at your sole risk. To the fullest extent permitted by law, GradeWise disclaims all warranties, express or implied, in connection with the Services and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

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GradeWise makes no warranties or representations about the accuracy or completeness of the Services’ content or the content of any websites linked to the Services. GradeWise assumes no liability or responsibility for any (1) errors, mistakes, or inaccuracies of content and materials, (2) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Services, (3) unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (4) interruption or cessation of transmission to or from the Services, (5) bugs, viruses, Trojan horses, or the like that may be transmitted to or through the Services by any third party, and/or (6) errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Services.

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GradeWise does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Services, any hyperlinked website, or any website or mobile application featured in any banner or other advertising. GradeWise will not be a party to or in any way responsible for monitoring any transaction between you and third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

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9. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your Contributions; use of the Services; breach of this Agreement; any breach of your representations and warranties set forth in this Agreement; your violation of the rights of a third party, including but not limited to intellectual property rights; or any overt harmful act toward any other user of the Services with whom you connected via the Services.

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Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

 

10. Limitation of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

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CERTAIN STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

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11. Term and Termination

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION.

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If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

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12. Governing Law and Dispute Resolution

This Agreement is governed by the laws of Queensland, Australia. Any disputes arising under this Agreement will be resolved through binding arbitration as outlined in the Terms of Service.

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13. Miscellaneous

Force majeure events, such as natural disasters or cyber-attacks, relieve the Parties of liability for non-performance. This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between the Parties. Assignment of this Agreement by you is prohibited without prior written consent from GradeWise.

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Accessibility Standards will be adhered to in line with WCAG (Web Content Accessibility Guidelines), ensuring the Services are accessible to users with disabilities.

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14. Do We Make Updates to This Agreement?

We reserve the right to modify or replace this Agreement at any time. We may revise this Agreement to, for example, reflect changes to the law, new regulations, and changes to our products. If an update significantly negatively affects your use of our products or your legal rights as a user of our products, we’ll notify you before the update’s effective date by sending an email to the email address associated with your account or via an in-product notification. We will give you at least 30 days after that notice before the update takes effect. We may also update this Agreement in ways that won’t significantly negatively affect your rights. For example, we may change the feature or product names or change the email address you can use to contact us. In those cases, we will post the change to our website. If you don’t agree to the updates we make, you must cancel your account before they become effective. By using or accessing the products after the updates come into effect, you agree to be bound by the revised Agreement.

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15. Contact Us

If you have any questions, concerns, or requests regarding these Terms, please contact us at legal@gradewiseai.com.

By using the GradeWise service, you acknowledge that you have read, understood, and agree to be bound by this Agreement and any other terms or policies referenced herein.