Terms of Service

Thank you for using Gradr.ai!

These Terms of Service apply when you use the services of Gradr.ai, L.L.C. or our affiliated companies, including our application programming interface (API), software, tools, developer services, data, documentation, and websites ("Services"). By using our Services, you agree to these terms. Our Privacy Policy explains how we collect and use personal information.

1. Registration and Access

You must be at least 13 years old to use the Services. If you are under 18 years old, you must have permission from your parents or legal guardian to use the Services. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. You must provide accurate and complete information to register an account. You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your login credentials.

2. Usage Requirements

(a) Use of Services. You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. You shall comply with these Terms and all applicable laws when using the Services. We and our affiliated companies own all rights, titles, and interests in and to the Services.

(b) Feedback. We appreciate feedback, comments, ideas, suggestions, and improvement proposals. If you provide any of these, we may use them without limitation or compensation to you.

(c) Limitations. You may not (i) use the Services in a way that infringes, misappropriates, or violates any person's rights; (ii) reverse engineer, disassemble, decompile, translate, or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems in the Services (except to the extent such restrictions are contrary to applicable law); (iii) use output from the Services to develop models that compete with Gradr.ai; (iv) unless permitted through the API, use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; (v) represent that output from the Services was human-generated when it is not, or otherwise violate our Usage Policies; (vii) buy, sell, or transfer API keys without our prior approval. You shall comply with any rate limitations and other requirements in our documentation. You may only use the Services in geographic areas currently supported by Gradr.ai.

(d) Third-party services. Any third-party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third-party products.

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(a) Your Content. You may provide input to the Services ("Input"), and receive output generated and returned by the Services based on the Input ("Output"). Input and Output collectively constitute "Content". Between the parties, and to the extent permitted by applicable law, you own all Input. Gradr.ai may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies. You are responsible for Content, including ensuring that it does not violate applicable law or these Terms.

(b) Use of Content to Improve Services. We do not use the Content you provide to or receive from our API ("API Content") to develop or improve our Services. We may use Content from Services that are not our API ("Non-API Content") to help develop and improve our Services. If you do not want your Non-API Content to be used to improve the Services, you can opt out by completing this form. Please note that in some cases this may limit the ability of our Services to better accommodate your specific use case.

(c) Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and useful. Due to the probabilistic nature of machine learning, use of our Services may in some situations result in incorrect Output that does not accurately reflect the actual origin of the Input. You should evaluate the accuracy of all Output according to your use case, including by using human review of the Output.

4. Payment and Fees

(a) Fees and Billing. You shall pay all fees charged to your account ("Fees") according to the prices and terms on the applicable pricing page, or as otherwise agreed in writing between us. We have the right to correct pricing errors or mistakes even if we have already sent an invoice or received payment. You shall provide complete and accurate billing information, including a valid and authorized payment method. We will charge your payment method at regular intervals as agreed, but may reasonably change the date when the charge is processed. You authorize Gradr.ai and our affiliated companies, as well as our third-party payment processors, to charge your payment method for the Fees. If your payment cannot be completed, we will provide you with written notice and may suspend access to the services until payment is received. Fees shall be paid in US dollars and are due upon invoice issuance. Payments are non-refundable, unless otherwise specified in this agreement.

(b) Taxes. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments ("Taxes"). You are responsible for all taxes associated with your purchase, except for taxes based on our net income, and we may invoice you for such taxes. You agree to pay such taxes in a timely manner and provide us with documentation showing the payment, or other documentation as we may reasonably require. Gradr.ai uses the name and address in your account registration as the place of supply for tax purposes, so you must keep this information accurate and up-to-date.

(c) Price Changes. We may change our prices by posting notice to your account and/or on our website. Price increases will take effect 30 days after they are posted, except for increases made for legal reasons or increases made to Beta Services (as defined in our Terms of Service), which will take effect immediately. Any changes in prices will apply to the fees charged to your account immediately after the effective date of the changes.

(d) Disputes and Late Payments. If you wish to dispute any fees or taxes, please contact ar@gradr.ai within thirty (30) days from the date of the disputed invoice. Undisputed overdue amounts may be subject to a finance charge of 1.5% of the unpaid amount per month. If any of your fees are overdue, we may suspend your access to the services after we have provided you with written notice of late payment.

(e) Free Tier. You may not create more than one account to benefit from credits offered in the free tier of the services. If we believe you are not using the free tier in good faith, we may charge you standard fees or stop access to the services.

5. Confidentiality, Security, and Data Protection

(a) Confidentiality. You may be given access to confidential information from Gradr.ai, its affiliated companies, and other third parties. You may use confidential information only as necessary to use the services in accordance with these terms. You may not disclose confidential information to any third party, and you shall protect confidential information in the same manner as you protect your own confidential information of similar nature, using at least reasonable care. Confidential information means non-public information that Gradr.ai or its affiliated companies or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other non-public business information. Confidential information does not include information that: (i) is or becomes generally available to the public without any fault on your part; (ii) you already have in your possession without any confidentiality obligations when you received it under these terms; (iii) is lawfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using confidential information. You may disclose confidential information when required by law or by a valid order from a court or other governmental authority, if you give reasonable written notice to Gradr.ai in advance and make reasonable efforts to limit the scope of the disclosure, including assisting us in challenging the disclosure requirement, in each case where possible.

(b) Security. You must implement reasonable and appropriate measures to secure your access to and use of the services. If you discover any vulnerabilities or breaches related to your use of the services, you must immediately contact Gradr.ai and provide details about the vulnerability or breach.

(c) Processing of Personal Data. If you use the services to process personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in compliance with applicable law.

6. Term and Termination

(a) Termination; Suspension. These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by ceasing to use the Services and Content. We may terminate these Terms for any reason by giving you at least 30 days' advance notice. We may immediately terminate these Terms with notice to you if you materially breach Section 2 (Usage Requirements), 5 (Confidentiality, Security, and Data Protection), 8 (Dispute Resolution), or 9 (General Terms), if there are changes in relationships with third-party technology providers beyond our control, or to comply with law or government requests. We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability.

(b) Effect of Termination. Upon termination, you will stop using the Services and you will promptly return or, if instructed by us, destroy all Confidential Information. The sections of these Terms that by their nature should survive termination or expiration will continue to apply, including, but not limited to, Sections 3 and 5-9.

7. Indemnification; Disclaimer; Limitations of Liability

(a) Indemnification. You shall defend, indemnify, and hold harmless us, our affiliated companies, and our personnel from claims, losses, and expenses (including attorneys' fees) arising from or related to your use of the Services, including your Content, products or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law.

(b) Disclaimer. THE SERVICES ARE PROVIDED "AS IS". EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATED COMPANIES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, TRADE USAGE, OR TRADE PRACTICE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

(c) Limitations of Liability. NEITHER WE NOR ANY OF OUR AFFILIATED COMPANIES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

8. Dispute Resolution

YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVERS:

(a) MANDATORY ARBITRATION. You and Gradr.ai agree to resolve any current or prior claims related to these terms or our services through final and binding arbitration, except that you have the right to opt out of these arbitration terms and any future changes to the arbitration terms by completing this form within 30 days of accepting these arbitration terms or the relevant changes.

(b) Informal Dispute Resolution. We want to understand and try to address your concerns before formal legal proceedings. Before filing a claim against Gradr.ai, you agree to try to resolve the dispute informally by sending us a notice at dispute-resolution@gradr.ai with your name, a description of the dispute, and the relief you are seeking. If we cannot resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60 days of dispute resolution. If you reside in the EU, the European Commission provides an online dispute resolution platform, which you can access at https://ec.europa.eu/consumers/odr.

(c) Arbitration Forum. Either party may initiate binding arbitration through ADR Services, an alternative dispute resolution provider. The parties will pay equal shares of the arbitration fees. If the arbitration tribunal finds that you cannot afford to pay the arbitration fees and cannot obtain a waiver, Gradr.ai will pay them for you. Gradr.ai will not seek to recover its attorneys' fees and costs in arbitration unless the arbitration tribunal determines that your claim is frivolous.

(d) Arbitration Procedures. The arbitration will be conducted via telephone, based on written submissions, video conference, or in person in London, England, or another mutually agreed location. The arbitration will be handled by a single arbitrator appointed by the district court. All issues are for the arbitrator to decide, except that an English court has authority to decide (i) the scope, enforceability, and arbitrability of this Section 8, including the mass filing procedures described below, and (ii) whether you have satisfied the pre-arbitration requirements in this section. The size of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator has determined the final award, if any.

(e) Exceptions. This arbitration section does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or misuse of the Services or infringement of intellectual property rights.

(h) Severability. If a portion of this Section 8 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow mass filing or group or representative arbitration, this Section 8 will be unenforceable in its entirety. Nothing in this section shall be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a decision on the substance of such claim by the arbitrator.

9. General Terms

(a) Relationship Between the Parties. These terms do not create a partnership, joint venture, or agency relationship between you and Gradr.ai or any of Gradr.ai's affiliated companies. Gradr.ai and you are independent contractors, and neither party will have the power to bind the other or incur obligations on the other's behalf without the other party's prior written consent.

(b) Use of Trademarks. You are not allowed to use Gradr.ai's or any of its affiliated companies' names, logos, or trademarks without our prior written consent.

(c) Assignment and Delegation. You are not allowed to transfer or delegate any rights or obligations under these terms, including in connection with a change of control. Any purported transfer or delegation shall be void. We may assign these terms in connection with a merger, acquisition, or sale of all or substantially all our assets, to any affiliated entity, or as part of a corporate reorganization.

(d) Amendments. We may amend these terms from time to time by posting a revised version on the website, or if an update materially affects your rights or obligations under these terms, we will provide notice either by emailing the email address associated with your account or by providing notice in the product. Such changes will take effect no earlier than 30 days after we have notified you. All other changes will take effect immediately. Your continued use of the services after a change implies that you accept such changes.

(e) Notices. All notices shall be in writing. We may notify you by using the registration information you have provided or the email address associated with your use of the services. Service is deemed given on the date of receipt if delivered by email, or on the date of sending via courier if delivered by mail. Gradr.ai accepts service of process at the following address: Gradr.ai, Bergstien 11B, 0172 Oslo, Norway, Attention: contract-notices@gradr.ai.

(f) Waiver and Severability. If you do not comply with these terms, and Gradr.ai does not take action right away, this does not mean that Gradr.ai is giving up any of our rights. Except as provided in Section 8, if a portion of these terms is found invalid or unenforceable by a competent court, that provision will be enforced to the maximum extent permissible, and it will not affect the validity or enforceability of any other provisions.

(g) Export Controls. The Services may not be used in or for the benefit of, exported to, or re-exported (a) to any of the U.S.A.'s embargoed countries (collectively, "Embargoed Countries") or (b) to anyone on the U.S.A. Treasury Department's list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Assets Control, or the U.S.A. Department of Commerce's Denied Persons or Entity List, or any other restricted party lists (collectively, "Restricted Party Lists"). You warrant and represent that you are not located in any of the Embargoed Countries and are not listed on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.

(h) Equitable Remedies. You acknowledge that if you breach or violate these terms, it may cause irreparable harm to Gradr.ai and its affiliated companies, and Gradr.ai has the right to seek injunctive relief against you in addition to other remedies at law.

(i) Entire Agreement. These terms and any policies incorporated in these terms contain the entire agreement between you and Gradr.ai regarding the use of the Services and, except for any service-specific terms of use or applicable enterprise agreements, supersede any prior or contemporaneous agreements, communications, or understandings between you and Gradr.ai on that subject.

(j) Jurisdiction, Venue, and Choice of Law. These terms will be governed by the laws of England. Except as provided in the "Dispute Resolution" section, any claims arising out of or relating to these terms will be brought exclusively in the district court of London.