Terms of Use

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Welcome to gradescope.com, the website and online service of Gradescope, Inc. (“Gradescope,” “we,” or “us”). This page explains the terms by which you may use our online and/or mobile services, web site, and software provided on or in connection with all of Gradescope’s online tools and services to improve instructor effectiveness and student learning outcomes (collectively the “Service”).

By accessing or using the Service, you signify that you have read, understood, and agree to be bound by this Terms of Use (the “Terms”) and to the collection and use of your information as set forth in the Gradescope Privacy Policy whether or not you are a registered user of our Service. If you do not agree, you may not use the Service. Gradescope reserves the right to make unilateral modifications to these terms and will provide notice of these changes as described below. These Terms applies to all visitors, users, and others who access the Service (“Users”).

In the event that Gradescope and any School (as defined below) have entered into a separate agreement for the Services, such agreement shall govern to the extent that any terms directly conflict with the provisions of these Terms.

We have provided headings and summaries in each section for your convenience; however, the summaries are not meant to limit the Terms and shall not affect or limit in any way the meaning or interpretation of the Terms.

1. Use of Our Service

Summary: In order to use the Service, you need to be able to form a binding contract, be over 13, and create an account. You are responsible for and warrant authority over all of your user activity. Your use cannot disrupt or interfere with the Service.

Eligibility

You may use the Service only if you can form a binding contract with Gradescope, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of these Terms.

Gradescope Service

Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal, noncommercial use only and as permitted by the features of the Service. Gradescope reserves all rights not expressly granted herein in the Service and the Gradescope Content (as defined below). Gradescope may terminate this license at any time for any reason or no reason.

Gradescope Accounts

Your Gradescope account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users.

You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account, and enforce a minumum length. You must notify Gradescope immediately of any breach of security or unauthorized use of your account by emailing security@gradescope.com. Gradescope will not be liable for any losses caused by any unauthorized use of your account.

Teachers. If you are using your account as a teacher, professor, or other similar instructor (a “Teacher”) and use the Service to add or invite any students (“Students”) to access and use the Service, you represent and warrant that you have the authority to act on behalf of your school, university, or other institution (the “School”) and that use of the Service, including without limitation adding or inviting students to access and use the Service and your use and access of the Service in no way violates any agreement between you and the School.

Schools. If you are a School and use the Service to add or invite any Students to access and use the Service, to access Educational Records, or in any other way without limitation, you represent and warrant that you have the authority to do so. You may control your User profile and how you interact with the Service by changing the settings in your settings page. By providing Gradescope your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers, as detailed in our Privacy Policy.

Service Rules

You agree not to engage in any of the following prohibited activities:

We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.

You are solely responsible for your interactions with other Gradescope Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Gradescope shall have no liability for your interactions with other Users, or for any User’s action or inaction.

2. User Content

Summary: The content you post or generate on the Service is yours, and you warrant that you have all rights to provide it. You agree that others may have access to your content, in accordance with your settings and these terms. You cannot post content that is criminal, otherwise harmful, or in violation of your school’s policies.

Some areas of the Service allow Users to post or provide content such as profile information, tests and questions, grading rubrics, comments, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Service is referred to as “User Content”). “User Content” shall also include Teacher feedback, educational records, grades, edits, (collectively, “Educational Records”) or other Student content. We claim no ownership rights over User Content created by you. The User Content you create remains yours; however, by providing or sharing User Content through the Service, you agree to allow others to view, edit, and/or share your User Content in accordance with your settings and these Terms. Gradescope has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.

You agree not to post User Content that:

You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. If you are an instructor or teacher, you represent and warrant that you have the right to provide any User Content, including without limitation any tests or classroom materials that you provide to the Service. To the extent that your User Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.

For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with your User Content, you affirm, represent and warrant the following:

Gradescope takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Service. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Gradescope shall not be liable for any damages you allege to incur as a result of or relating to any User Content.

3. User Content License Grant

Summary: You grant us license to use your content; we will only use it on an aggregated, non-identifiable basis, or in accordance with your settings.

By posting or otherwise making available any User Content on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant and hereby grant to Gradescope a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license, subject to the restrictions set forth below to reproduce, modify, publish, publicly display, make derivative works and otherwise use such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Gradescope’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. Notwithstanding the foregoing, Gradescope will only use your User Content as you provide in your settings page.

If you are a Student, you agree that Gradescope may make your User Content available to your Teacher(s) and School(s), and display, transmit, commercially exploit, share and otherwise use your Educational Records solely on an aggregated, non-personally identifiable basis.

Students who are over 18 years of age may consent to Gradescope sharing portions of such Student’s User Content, which may include Educational Records as determined by such Student, with (a) other Students and/or (b) third-party recruiters (“Recruiters”) by opting in to share such information in your settings page. By opting in to either (a) or (b) above, you consent to Gradescope providing such other Students or Recruiters, as applicable, with selected portions of your User Content and Educational Records. Gradescope agrees that unless you give your explicit consent or as otherwise set forth herein, Gradescope will not share your User Content with any third-parties or other Students.

If you are a Teacher or School, you agree that Gradescope may (i) make specific Educational Records available to the applicable Student, and other Students and Recruiters, in the event that such Student opts-in via their settings, and (ii) display, transmit, commercially exploit, share and otherwise use your Educational Records on an aggregated, non-personally identifiable basis.

4. Our Proprietary Rights

Summary: We own the Service, and have provided some of our own content, which you agree not to treat as yours. We would love to hear your feedback and ideas, and possibly incorporate them, but cannot compensate you for them.

Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Gradescope Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Gradescope and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Gradescope Content. Use of the Gradescope Content for any purpose not expressly permitted by these Terms is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Gradescope under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Gradescope does not waive any rights to use similar or related ideas previously known to Gradescope, or developed by its employees, or obtained from sources other than you.

5. Gradescope Property

Summary: We own some content on the Service, and have ultimate authority over its presence, with no liability of any kind.

The Service contains data, information, and other content not owned by you (“Gradescope Property”). You understand and agree that regardless of terminology used, Gradescope Property represents a limited license right governed solely by the terms of these Terms and available for distribution at Gradescope’s sole discretion. You acknowledge that you do not own the account you use to access the Service, nor do you possess any rights of access or rights to data stored by or on behalf of Gradescope on Gradescope servers, including without limitation any data representing or embodying any or all of your Gradescope Property. You agree that Gradescope has the absolute right to manage, regulate, control, modify and/or eliminate Gradescope Property as it sees fit in its sole discretion, in any general or specific case, and that Gradescope will have no liability to you based on its exercise of such right. All data on Gradescope’s servers are subject to deletion, alteration or transfer.

NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON GRADESCOPE’S SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN GRADESCOPE’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. GRADESCOPE DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON GRADESCOPE’S SERVERS.

6. Privacy

Summary: We know privacy and security are paramount. We have a separate policy completely dedicated to privacy, which you should read. In brief: we use cookies, do not allow third-party advertising based on user activity, fully comply with FERPA, and use data to improve our Service.

Student Data

If you are a Teacher or School that will be providing Gradescope access to Student Data (as defined below), you authorize Gradescope to access your student information systems (“SIS”) or receive Student Data or other information via SIS, Secure File Transfer Protocol (“SFTP”), or other secure transfer method for the purpose of providing the Service. “Student Data” is any information (in any format) that is directly related to an identifiable current or former student that is maintained by a school, school district, or related entity or organization, or by us. Student Data may include “educational records” as defined in the Family Educational Rights and Privacy Act (“FERPA”), 20 U.S.C. § 1232(g).

Confidentiality

Gradescope agrees to treat Student Data as confidential and not to share it with third parties other than as described in these Terms, including Gradescope’s Privacy Policy, available at gradescope.com/privacy.

Gradescope Access

You authorize Gradescope to access and process Student Data solely for the purposes of providing the Service, as an outsourced institutional function pursuant to FERPA 34 CFR Part 99.31(a)(1). As between Gradescope and School or Teacher, School or Teacher owns right, title, and interest to all Student Data you provide or otherwise make available to us, and Gradescope does not own, control, or license such Student Data, except so as to provide the Service described herein. You acknowledge and agree that, as between the parties, you are solely responsible for any and all Student Data, whether provided by Teacher, School, Student or any other third-party.

Third-Party Access

By submitting Student Data to Gradescope, you consent to allow Gradescope to provide access to Student Data to its employees and to certain third party service providers which have a legitimate need to access such information in connection with their responsibilities in providing the Service. Gradescope and its employees, subcontractors, service providers, or agents involved in the handling, transmittal, and processing of Student Data will be required to maintain the confidentiality of such data that includes personally identifiable information and shall not redisclose such data except as necessary in order to provide the Service or pursuant to the consent and direction of School or a Student over age 18. Gradescope will maintain access log(s) that record all disclosures of or access to Student Data within its possession, and will provide copies of an access log(s) to you upon request.

Use of Student Data

By submitting Student Data or other information to Gradescope, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Gradescope a non-exclusive, royalty-free, worldwide license during the term of these Terms to use, transmit, distribute, modify, reproduce, display, create derivative works of, and store the Student Data solely for the purposes of (i) providing the Services as contemplated in these Terms, and (ii) enforcing its rights under these Terms.

Children’s Data Privacy

Gradescope does not direct its Service to children under 13, nor does it knowingly collect personal data from children under 13. Gradescope relies on each school to obtain and provide appropriate consent and disclosures, if necessary, to allow students to access the Gradescope Service.

You represent and warrant that you have the authority to provide Student Data to Gradescope, and that you have provided appropriate disclosures to students and parents regarding your sharing of Student Data with service providers such as Gradescope, if needed. We recommend that you provide a copy of our Privacy Policy to parents and guardians.

Anonymized Data

You agree that Gradescope may collect, analyze, and use data derived from Student Data, including de-identified, aggregated or anonymized Student Data, as well as data about your, and other users’ access and use of the Service, for purposes of operating, analyzing, improving, or marketing the Service and for the purpose of providing analytic services to the School or to other Schools. If Gradescope shares or publicly discloses information (e.g., in marketing materials, in application development, or with third parties) that is derived from Student Data, such data will be aggregated or anonymized to reasonably avoid identification of a specific school or individual. You further agree that Gradescope will have the right, both during and after the Term of these Terms, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated data.

Deletion Requests

You may request that Gradescope delete Student Data in Gradescope’s possession at any time by providing such a request in writing, which request Gradescope shall then comply with in a commercially reasonable time. Gradescope is not required to delete data derived from Student Data, including de-identified, aggregated or anonymized Student Data.

Change of Control

By submitting Student Data to Gradescope, you consent to allow Gradescope to transfer Student Data to a new provider in the event that Gradescope sells, divests or transfers the business or a portion of the business, provided that the new provider has agreed to data privacy standards no less stringent than those set forth in these Terms. We may also transfer personal information – under the same conditions – in the course of mergers, acquisitions, bankruptcies, dissolutions, reorganizations, liquidations, similar transactions or proceedings involving all or a portion of our business.

7. Security

Summary: We know privacy and security are paramount. We follow industry standards to ensure the security of your personal information.

Gradescope uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

8. Paid Services

Summary: We may charge for some Services, and if you decide to use them, you will need to agree to our prices. We will let you know if our prices change.

Billing Policies

Certain aspects of the Service may be provided for a fee or other charge. Schools may elect to pay the fees or charges of other Users (such as Teachers). If you elect to use paid aspects of the Service, you agree to the pricing and payment terms, as we may update them from time to time. You also agree to be bound by the specific terms included in any order form, statement of work, or the like (if applicable) to which you indicate your acceptance (for instance, by signing the document, via online click-through acceptance, or by making related payments to Gradescope). Gradescope may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.

Payment Information; Taxes

All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

Mobile Charges

You may use mobile data in connection with Gradescope’s mobile software applications and/or sign up to receive certain Gradescope notifications or information via text messaging. You may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges.

9. Mobile Software

Summary: Our Services may be offered via mobile apps, for which we’ll need to give you a license. You can’t do things like resell or reverse engineere our apps. This agreement is between you and us, not Apple (even if you got the app from Apple).

Mobile Software

We may make available software to access the Service via a mobile device (“Mobile Software”). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Software. Gradescope does not warrant that the Mobile Software will be compatible with your mobile device. You may use mobile data in connection with the Mobile Software and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. Gradescope hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one Gradescope account on one mobile device owned or leased solely by you, for your personal use. You may not:

You acknowledge that Gradescope may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of these Terms will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and Gradescope or its third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. Gradescope reserves all rights not expressly granted under these Terms. If the Mobile Software is being acquired on behalf of the United States Government, then the following provision applies. The Mobile Software will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any acGradescopeing documentation by the U.S. Government will be governed solely by these Terms of Service and is prohibited except to the extent expressly permitted by these Terms of Service. The Mobile Software originates in the United States, and is subject to United States export laws and regulations. The Mobile Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Software and the Gradescope Service.

Mobile Software from iTunes

The following applies to any Mobile Software you acquire from the iTunes Store (“iTunes-Sourced Software”): You acknowledge and agree that these Terms is solely between you and Gradescope, not Apple, and that Apple has no responsibility for the iTunes-Sourced Software or content thereof. Your use of the iTunes-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Sourced Software. In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Gradescope as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Sourced Software or your possession and/or use of the iTunes-Sourced Software, including, but not limited to:

You acknowledge that, in the event of any third-party claim that the iTunes-Sourced Software or your possession and use of that iTunes-Sourced Software infringes that third party’s intellectual property rights, Gradescope, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You and Gradescope acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as relates to your license of the iTunes-Sourced Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as relates to your license of the iTunes-Sourced Software against you as a third-party beneficiary thereof.

10. DMCA Notice

Summary: If content hosted on our Service or website infringes your copyright, please alert us in accordance with the DMCA.

Since we respect artist and content owner rights, it is Gradescope’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Gradescope’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

  1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
  2. Identification of the copyrighted work that you claim has been infringed;
  3. Identification of the material that is claimed to be infringing and where it is located on the Service;
  4. Information reasonably sufficient to permit Gradescope to contact you, such as your address, telephone number, and, e-mail address;
  5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
  6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn: DMCA Notice, Gradescope, Inc. - PO Box 11691, Berkeley, CA 94712

Email: copyright@gradescope.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying Gradescope and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Gradescope’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, Gradescope has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Gradescope may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

11. Third-Party Links and Information

Summary: The Service may contain links to third-party websites (such as Facebook or Twitter). We are not responsible for the content of those sites, nor can we control them.

The Service may contain links to third-party materials that are not owned or controlled by Gradescope. Gradescope does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Service or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and Gradescope’s Privacy Policy do not apply to your use of such sites. You expressly relieve Gradescope from any and all liability arising from your use of any third-party website, service, or content, including without limitation User Content submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Gradescope shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

12. Indemnity

Summary: If you violate these Terms or otherwise misuse the Service and we suffer any losses or suits, you will have to defend us and cover our losses.

You agree to defend, indemnify and hold harmless Gradescope and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content or any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

13. No Warranty

Summary: The service is provided AS IS and we make no warranties with respect to the Service.

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GRADESCOPE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, GRADESCOPE, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

GRADESCOPE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE GRADESCOPE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND GRADESCOPE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

14. Limitation of Liability

Summary: We have limited liability with respect to these Terms.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GRADESCOPE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL GRADESCOPE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRADESCOPE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL GRADESCOPE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO GRADESCOPE HEREUNDER OR $100.00, WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF GRADESCOPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The Service is controlled and operated from facilities in the United States. Gradescope makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

15. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

Summary: We are based in California, and any disputes will be arbitrated here. All claims must be brought in the party’s individual capacity.

Governing Law.

This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Each party hereby expressly and irrevocably consents to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief under this Agreement, or otherwise arising under or by reason of this Agreement.

Arbitration

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM GRADESCOPE. For any dispute with Gradescope, you agree to first contact us at legal@gradescope.com and attempt to resolve the dispute with us informally. In the unlikely event that Gradescope has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco County, California, unless you and Gradescope agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Gradescope from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.

Class Action/Jury Trial Waiver.

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND GRADESCOPE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

16. General

Summary: We may notify you by emailing you or by posting a notification on our website. These terms and our Privacy Policy are the complete agreement between us, unless we have additional agreements as described below.

Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Gradescope without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Notification Procedures and Changes to these Terms

Gradescope may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Gradescope in our sole discretion. Gradescope reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms. Gradescope is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Gradescope may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service.

Entire Agreement/Severability

These Terms, together with any amendments and any additional agreements you may enter into with Gradescope in connection with the Service, shall constitute the entire agreement between you and Gradescope concerning the Service. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

No Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Gradescope’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Contact

Please contact us with any questions regarding these Terms.


These Terms were last modified on November 3, 2014.