We partner with leading retailers globally to provide premium software solutions and a seamless consumer marketplace experience.
These Terms of Use are a legally binding contract between you and Grade (collectively "Grade" or "we", "us", or "our") regarding your use of the Grade network of websites, including the website located at Grade.com (including any versions optimized for viewing on a wireless or tablet device); all email newsletters published or distributed by Grade; all apps published by Grade; and all other interactive features, services, and communications provided by Grade (collectively, "Sites"), however accessed and/or used, that are operated by us, made available by us, or produced and maintained by Grade In addition to the information or content ("Content") made available on the Sites, the Sites provide you with various tools to submit content and participate in managing your cannabis wholesale activities online and other services (collectively, the "Services").
BY USING OUR SITES OR BY CLICKING TO AGREE TO THIS AGREEMENT WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ARE AGREEING TO THE TERMS AND PRACTICES IN THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THE SITES OR SERVICES AND EXIT IMMEDIATELY. WE RESERVE THE RIGHT TO MODIFY OR AMEND THESE TERMS AND CONDITIONS FROM TIME TO TIME, AND WE WILL PROVIDE YOU WITH THE NOTICE OF SUCH CHANGE OR CHANGES VIA REASONABLE METHODS AND BY POSTING THE CHANGES ON THIS PAGE. NO CHANGES WILL APPLY RETROACTIVELY AND WILL BECOME EFFECTIVE NO SOONER THAN FOURTEEN DAYS AFTER THEY ARE POSTED. HOWEVER, CHANGES ADDRESSING NEW FUNCTIONS FOR A SERVICE OR CHANGES MADE FOR LEGAL REASONS WILL BE EFFECTIVE IMMEDIATELY.
The Grade Services provide a platform to enable persons who are licensed by state and local government regulatory or licensing authorities in the State of Alaska, the State of Arizona, the State of Arkansas, the State of California, the State of Connecticut, the State of Colorado, the State of Delaware, the State of Florida, the State of Hawaii, the State of Illinois, the State of Maine, the State of Maryland, the State of Massachusetts, the State of Michigan, the State of Missouri, the State of Nevada, the State of New Jersey, the State of New Mexico, the State of New York, the State of Ohio, the State of Oklahoma, the State of Oregon, the State of Pennsylvania, the State of Rhode Island, the State of Utah, the State of Vermont, the State of Washington, the District of Columbia, the U.S. Territory of Puerto Rico, or the country of Australia, New Zealand, South Africa, Ghana, Malawi, Lesotho, Egypt, Morocco, Tunisia, Angola, Zimbabwe,Kenya, Senegal, Benin,Togo, Chad, Niger, Liberia, Mexico, Nigeria, Germany, France, Italy, Spain, Portugal, England, Wales, Scotland, Republic of Ireland, Northern Ireland, Denmark, Finland, Norway, Sweden, Brazil, Uruguay, Colombia, Netherlands, Canada (such list as may be amended or supplemented from time to time, the “Grade Markets”) to sell cannabis ("Vendors", "Producers", "user", or "you") to other entities who operate in the Grade Markets and are licensed to purchase cannabis ("Retailer", "user", or "you").
Additional terms and conditions may apply to your use of specific Services. By using the Sites and Services, you agree to such terms and conditions.
The Sites are offered and available to you if you meet the following requirements:
You are 21 years of age or older, and
You or your business are licensed by state and local government regulatory or licensing authorities in the Grade Markets relating to the sale or purchase of cannabis, and
You or your business have obtained any and all additional authorizations, approvals, consents, licenses or permits required by respective local government regulatory or licensing authorities in the Grade Markets relating to the sale or purchase of cannabis, and
You are located within the Grade Markets or otherwise located in a jurisdiction where your access to our Sites is not prohibited.
This is a legal agreement between you, whether you are a Vendor or a Retailer, and Grade that states the material terms and conditions that govern your use of the Sites and the Services. These Terms and Conditions, together with all updates, supplements, additional terms, and all of Grade’s rules and policies collectively constitute this agreement between you and Grade ("Agreement"). BY ACCESSING THE SITE AND/OR PARTICIPATING IN THE SERVICES, YOU AGREE THAT YOU HAVE ALL NECESSARY RIGHTS, LICENSES AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS STATED HEREIN, PLEASE IMMEDIATELY LEAVE THE SITES.
Compliance with Law. Any and all interactions, communications and intent on the site must be in accordance with applicable laws, regulations and policies. Grade is not responsible for any civil or criminal charges pursuant to any noncompliance. Please check your local regulations on cannabis use prior to using the Site.
Compliance with Cannabis Law. Vendors and Retailers will comply with all applicable state and local cannabis laws and regulations, and all applicable federal and provincial laws and regulations, as amended from time to time, of the jurisdictions in which they operate.
Authorization to Purchase and Sell Cannabis and Good Standing (All Users). Upon registration of a Grade Account, Users shall provide Grade with any requested cannabis-related license and permit information with respect to applicable state and local laws within the Grade Markets or federal and provincial laws and regulations, including but not limited to License Number, License Type, Issue Date and Expiration Date. Users shall immediately notify Grade of any change in the status of their legal authorization to sell or purchase cannabis, including the expiration, suspension, cancellation, revocation, nonexistence or invalidation of any cannabis-related license to which the User or an affiliate thereof is or should be subject under the applicable laws of the Grade Markets, including any state or local laws and/or regulations or administrative guidance issued thereunder. All users shall immediately notify Grade of any warnings, orders, penalties and sanctions received from any state or local government regulatory or licensing authority in the United States, or any federal or provincial government authority related to non-compliance with any state or local laws and/or regulations or administrative guidance issued thereunder related to the purchase and sale of cannabis, and any disciplinary actions, inspections, suspensions or cancellations of any cannabis-related authorization, approval, consent, license or permit held by Users or affiliates
THE PRODUCTION, SALE, POSSESSION AND USE OF CANNABIS IS ILLEGAL IN THE UNITED STATES UNDER THE CONTROLLED SUBSTANCES ACT (“CSA”). CANNABIS IS CURRENTLY CLASSIFIED AS A SCHEDULE I CONTROLLED SUBSTANCE UNDER THE CSA. THE U.S. SUPREME COURT HAS CONFIRMED THAT THE U.S. FEDERAL GOVERNMENT HAS THE RIGHT TO REGULATE AND CRIMINALIZE CANNABIS, INCLUDING FOR MEDICAL PURPOSES, AND THAT U.S. FEDERAL LAW CRIMINALIZING THE USE OF CANNABIS PREEMPTS STATE LAWS THAT LEGALIZE ITS USE. WHILE THE PURCHASE AND SALE OF CANNABIS IS CURRENTLY LEGAL UNDER LAWS OF THE Grade MARKETS, THEY ARE SUBJECT TO CHANGE AND THE SALE AND POSSESSION OF MEDICAL AND RECREATIONAL CANNABIS MAY REMAIN ILLEGAL UNDER U.S. FEDERAL LAW. YOU CONTINUE TO BE AT RISK OF BEING PROSECUTED BY U.S. FEDERAL AUTHORITIES. FURTHER, THE LANDSCAPE IN THE CANNABIS INDUSTRY CHANGES RAPIDLY. WHAT PREVIOUSLY WAS THE LAW MAY NOT BE THE LAW TODAY OR IN THE FUTURE. THIS MEANS THAT AT ANY TIME THE U.S. FEDERAL LAW, OR THE APPLICABLE LAWS OF THE Grade MARKETS, CAN CHANGE OR THAT THE U.S. FEDERAL GOVERNMENT CAN SUPERSEDE THESE LAWS AND/OR TAKE PROSECUTORIAL ACTION.
Grade DOES NOT POSSESS A LICENSE FROM ANY STATE TO TRANSACT ANY BUSINESS RELATING THE PURCHASE OR SALE OF MEDICAL OR RETAIL MARIJUANA. Grade DOES NOT PROVIDE CANNABIS SALES, AND Grade IS NOT A RETAILER, SUPPLIER, RESELLER, DISTRIBUTOR, AGENT, REPRESENTATIVE OR SUBCONTRACTOR OF ANY SUPPLIER OR RETAILER. Grade OFFERS INFORMATION, LEAD GENERATION TOOLS ONLINE AND IT IS UP TO INDEPENDENT VENDORS TO OFFER PRODUCTS, WHICH MAY BE ARRANGED BY YOU THROUGH THE USE OF THE SERVICES. ANY DECISION BY YOU OR ANOTHER Grade ACCOUNT HOLDER TO ACCEPT PRODUCTS FROM A VENDOR IS A DECISION MADE BY YOUR SOLE DISCRETION OR ANOTHER ACCOUNT HOLDER’S SOLE DISCRETION. Grade’S SITES OFFER INFORMATION AND THE ABILITY TO CONNECT VENDORS AND RETAILERS WITH EACH OTHER, BUT Grade DOES NOT INTEND TO PROVIDE SUPPLIER, RETAILER, OR DISTRIBUTIONS SERVICES OR ACT IN ANY MANNER AS A CANNABIS VENDOR OR RETAILER. Grade DISCLAIMS ALL RESPONSIBILITY OR LIABILITY FOR ANY SALE OF CANNABIS VOLUNTARILY PROVIDED TO YOU BY SUCH VENDORS. Grade FURTHER DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR TRANSACTIONS WHICH OCCUR BETWEEN ENTITIES WHICH ARE OR ARE NOT LICENSED BY THE Grade MARKETS TO BUY OR SELL MARIJUANA IN THE MANNER CONTEMPLATED HEREIN. THE POSSESSION, DISTRIBUTION, PRODUCTION, OF CANNABIS AND CANNABIS PRODUCTS OR CONSPIRING OR ASSISTING SOMEONE TO DO THE SAME IS ILLEGAL UNDER FEDERAL LAW AND THE LAWS OF MANY STATES. Grade MAKES NO REPRESENTATION OF ANY KIND WHATSOEVER THAT THE TRANSACTIONS CONDUCTED BY YOU ON THIS SITE ARE LAWFUL UNDER FEDERAL, STATE, OR LOCAL LAW.
YOU ASSUME ALL CRIMINAL AND CIVIL RISK RELATED TO ANY PROPOSED OR ACTUAL TRANSACTION CONDUCTED ON THE SITE. YOU ARE RESPONSIBLE FOR ENSURING THE LEGALITY OF ANY TRANSACTION CONDUCTED ON THE SITE.
Eligibility to Subscribe to Services. You may subscribe to the Services if you have a valid and active authorization, approval, consent, license or permit issued by state and local government regulatory or licensing authorities in the Grade Markets. Grade makes no promise, however, that the Sites or Services available on the Sites are appropriate or available for use outside of the Grade Markets including in territories where its contents are illegal or prohibited. If you choose to access the Sites from locations outside of the Grade Markets, you do so at your own risk. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to Services that you subscribe to on these Sites. We are not responsible for non-compliance with any applicable law or any resulting civil and criminal penalties.
Site Access License and Restrictions. Grade grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Sites or their Content solely for their intended purpose. You are not allowed to modify all or any portion of the Sites and their Content. This license does not include any right to authorize third party use of the Sites or their contents; any collection and use of any Content, descriptions, any derivative use of the Sites or their contents; or any use of data mining, robots, or similar data gathering and extraction tools. The Sites and/or any portion of the Sites may not be reproduced, sold, resold, visited or otherwise exploited for any commercial purpose without Grade’s express written consent. You will not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Grade, its content providers or its affiliates without express written consent. You will not use any meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Sites or any activities conducted on the Sites; or (iii) bypass any measures we may use to prevent or restrict access to the Sites. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you.
Fees. During the term of this Agreement, you will pay Grade the subscription fees, if any, specified on your Vendor Order Form and/ or Registration Form (the "Forms"), any upGrades to the subscription, and any other purchases of products and services through the Sites or Services (the "Fees") by Grade. Grade may modify the Fees upon any renewal of the Agreement. You will pay Grade the Fees in U.S. funds monthly in advance via credit card or other mutually agreed process. If you fail to pay the Fees within 30 days of the due date, your credit card is rejected, or Grade otherwise does not receive payment, Grade may impose a late fee, suspend the Service, or both, in its discretion. When you provide bank card information, account numbers or other information necessary to facilitate payment to us or our vendors, you represent to us that you are the authorized user of the bank card that is used to pay for the products and services. In the event legal action is necessary to collect on balances due, you agree to reimburse Grade and its vendors or agents for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses. You are responsible for purchase of, and payment of charges for, all Internet access services and telecommunications services needed for use of the Sites. The Forms are incorporated herein by reference, and the Forms shall be construed in accordance with and shall be governed by the Agreement including these Terms and Conditions. Grade may also earn Fees or derive revenue via affiliates or third party services offered from or through your use of the Sites.
Privacy. Data collection and use, including data collection and use of Personal Information and Business Data (as defined by Grade’s Privacy Policy) is governed by Grade’s Privacy Policy which is incorporated into and is a part of this Agreement. You are encouraged to read Grade’s Privacy Policy as its terms are important to use and your use of the Services.
Electronic Communications. When you visit or use the Sites or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Sites. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing. We reserve the right to send you marketing and promotional emails. You may opt out of receiving marketing and promotional emails from the Sites by following the instructions enclosed within those emails. If you opt out, we may still send you non-promotional emails, such as emails about your account with Grade or our ongoing business relations. You may also send requests about contact preferences or changes to personal information, including requests to opt out of sharing personal information with third parties, to our contact information below.
Copyright and Ownership. All of the content (other than User Submissions) featured or displayed on the Sites or as part of the Services, including without limitation text, graphics, photographs, images, moving images, sound, and illustrations ("Content"), is owned by Grade, its licensors, vendors, agents and/or its Content providers. All elements of the Sites, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Sites and the Services may only be used for the intended purpose for which such Sites and Services are being made available. Except as may be otherwise indicated in specific documents within the Sites or as permitted by copyright law, you are authorized to view and play copyrighted documents, audio and video found on our Sites solely for the purposes intended by Grade. In no event will you be permitted to download or store any copyrighted documents, audio or video locally. Notwithstanding the foregoing, you will be permitted to print and save reports, agreements, and other documents made available to you from the Services from Grade. Except with respect to Content submitted by you or as permitted by copyright law, you may not modify any of the materials on the Sites and you may not copy, distribute, transmit, display, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the Sites. Except as authorized under the copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available on the Site. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Sites and Services. The Sites, its Content and all related rights shall remain the exclusive property of Grade or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on these Sites.
In accessing the Sites and Services, you may post your own Content on our Sites including photos and other information about your products and services, (your "User Submissions"), and in so doing you expressly grant us a non-exclusive, royalty-free, fully paid-up, worldwide, right to use, reproduce, modify, publish, translate, distribute, perform and display such Content as contained in your User Submission, in whole or in part, and in any form throughout the world in any media or technology through the Sites, to promote and market the Sites and/or the User Submission on any platform or channel, and to make available the Content to other users of the Sites and Services, in perpetuity throughout the universe. You may also provide data about your company’s medical and/or recreational cannabis inventory or any cannabis-related inventory and/or transaction information and product information, including but not limited to your business’s login to any required state or other government traceability system (“Business Data”), and in so doing you expressly grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material. You represent and warrant that you own or control all rights in and to the Business Data and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns. Trademarks/No Endorsement. All trademarks, service marks and trade names of Grade or its licensors used herein (including but not limited to: Grade name, Grade corporate logo, the Sites name, the Sites design, and any logos) (collectively "Marks") are trademarks or registered trademarks of Grade or its affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify Grade’s trademarks in any way, including in advertising or publicity pertaining to distribution of materials on the Sites, without Grade’s prior written consent. The use of Grade’s trademarks on any other web site or network computer environment is not allowed. You shall not use Grade’s name or any language, pictures or symbols which could, in Grade’s judgment, imply Grade’s endorsement in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.
All of your User Submissions do and will comply with these Terms of Use. You understand and acknowledge that you are responsible for any User Submissions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Submissions posted by you or any other user of the Website.
Reservation of Rights. Grade reserves all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to Grade’s intellectual property.
Transactional Partners. Grade provides information about other company’s services and products within our Sites. If you engage with the other party, you are transacting directly with the other party. On those pages of our Sites, the transactional partner’s brand and name is clearly visible and their terms and conditions relating to their business.
Submissions and User Conduct. The Sites may provide users an opportunity to post comments, and other content; write and send communications (e.g. email, text message [SMS], etc.); submit suggestions, ideas, comments, questions, or other information; or otherwise interact with others and share thoughts, information and materials. By writing, posting, commenting, interacting, or otherwise adding content or information to the Sites (collectively "Submissions"), you grant Grade the right to copy, edit, publish, and distribute your Submissions. You are prohibited from using the Sites or the Services to post or send any unlawful, infringing, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that infringes or misappropriates third party intellectual property or could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. You further understand and agree that sending unsolicited advertisements or "spam" to any user of the Sites is expressly prohibited by this Agreement. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, any applicable rules or policies linked to in this Agreement, or any law or regulation, we may take any action we deem necessary to cure or prevent the violation, including without limitation, banning you from participating in our Sites and Services, the immediate removal of the related materials from the Sites and Services at any time without notice. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials.
User Submissions and Published Content. We do not seek User Submissions that result from any activity that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; or (iii) may constitute a crime or tort. You agree that you have not and will not engage in any of the foregoing activities in connection with producing your submission. Without limiting the foregoing, you agree that in conjunction with your submission, you will not inflict emotional distress on other people, will not humiliate other people (publicly or otherwise), will not assault or threaten other people, will not enter onto private property without permission, will not impersonate any other person or misrepresent your affiliation, title, or authority, and will not otherwise engage in any activity that may result in injury, death, property damage, and/or liability of any kind. Grade will reject any submissions in which Grade believes, in its sole discretion, that any such activities have occurred. If notified by a user of a submission that allegedly violates any provision of these Terms and Conditions, Grade reserves the right to determine, in its sole discretion, if such a violation has occurred, and to remove any such submission from the Sites at any time and without notice.
User published Content and User Submissions do not represent the views of Grade or any individual associated with Grade, and we do not control this Content. In no event shall you represent or suggest, directly or indirectly, Grade’s endorsement of user published Content. We are under no obligation to monitor, edit, or control User Submissions that you or other users post or publish, and will not be in any way responsible or liable for User Submissions or any failure to review or act upon User Submissions. Grade may, however, at any time and without prior notice, screen, remove, edit, or block any User Submissions that in our sole judgment violates these Terms or is otherwise objectionable. To the fullest extent allowed under applicable law, you agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Grade with respect to User Submissions. If notified by a user or content owner that User Submissions allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Submissions, which we reserve the right to do at any time and without notice. Grade does not vouch for the accuracy or credibility of any user published Content on our Sites or User Submissions published through our Services, and do not take any responsibility or assume any liability for any actions you may take as a result of reviewing any such user published Content or User Submission. Through your use of the Sites and Services, you may be exposed to Content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using our Site and Services, you assume all associated risks.
User Account Obligations and Security. You understand that you will need to create an account to have access to all of the parts of the Sites and to the Services. In consideration of your use of the Sites and Services, you will: (a) provide true, accurate, current and complete information about yourself and your business as prompted by the account registration pages, including but not limited to any requested cannabis-related license information with respect to applicable state, local, federal and international provincial laws and regulations (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Grade has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Grade reserves the right, in its sole discretion to suspend or terminate your account and refuse any and all current or future use of the Sites (or any portion thereof) or Services. You are entirely responsible for the security and confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You will not share your account information or your user name and password with any third party or permit any third party to logon to the Sites or Services using your account information. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services and Sites. We have the right to provide user billing, account, Content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). Please note that anyone able to provide your personally identifiable information will be able to access your account so you should take reasonable steps to protect this information.
Advertising Rights. Grade reserves the right to sell, license and/or display any advertising, attribution, links, promotional and/or distribution rights in connection with your User Submissions, and Grade and its licensors or affiliates will be entitled to retain any and all revenue generated from any sales or licenses of such advertising, attribution, links, or promotional or distribution rights. Nothing in these additional terms obligates or may be deemed to obligate Grade to sell, license or offer to sell or license any advertising, promotion or distribution rights.
Representations and Warranties. You represent that You are over the age of 21, have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein, and Your use of the Sites and Services is and will be in compliance with all applicable laws, including having all necessary licenses and registrations as required by state and local laws. Furthermore, you shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent and warrant the following: (i) You have obtained all consents, and possess all copyright, patent, trademark, trade secret and any other proprietary rights, or the necessary licenses thereto, to grant the license in Section 7; (ii) if necessary you have the written consent of each and every identifiable natural person in the User Submission to use such persons name or likeness in the manner contemplated by the Website and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (iii) You have read, understood, agree with, and will abide by the terms of this agreement; (iv) You are not, and have not been an agent of Grade and were not and are not acting on behalf of, or as a representative of, Grade or any other party in connection with the User Submission; (v) the User Submission and Grade’s use thereof as contemplated by this Agreement and Grade’s Sites will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity; (vi) You have not and will not engage in any of the following in connection with the production of, your appearance in, or contribution(s) to your User Submission: infliction of injury to any person or animal, humiliation of any person (whether public or private), infliction of emotional distress on any person, assault or battery of any person, damage to any property without permission, entry on any property without permission, or any other act or omission that could give rise to civil and/or criminal liability; (vii) The User Submission does not contain: (a) material falsehoods or misrepresentations that could harm Grade or any third party; (b) content that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; (c) advertisements or solicitations of business; or (d) impersonations of third parties, other than those which are readily apparent.
Third Party Resources. Creating or maintaining any link from another website to any page on the Site without our prior written permission is prohibited. Any permitted links to the Site must comply will all applicable laws, rule and regulations. From time to time, the Sites or Services may contain links to websites that are not owned, operated or controlled by Grade or its affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave the Sites. Neither we nor any of our respective affiliates are responsible for any content, materials or other information located on or accessible from any other website. Neither we nor any of our respective affiliates endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials or other information located or accessible from any other websites, or the results that you may obtain from using any other websites. If you decide to access any other websites linked to or from this Sites, you do so entirely at your own risk. Any links that direct you away from the Service to outside websites available on the Site or any integration with outside software, including but not limited to state traceability systems or software (“Third Party Resources”), are provided “as is” without warranty of any kind, either expressed or implied and such Third Party Resource is to be used at your own risk. The use of the Third Party Resources is at your own discretion and risk and with agreement that you will be solely responsible for any damage to your computer system or loss of data that results from such activities. You are solely responsible for the accuracy and adequate protection and backup of the data and equipment used in connection with any of the Third Party Resources linked to or integrated with the Site or Service, and we will not be liable for any damages that you may suffer connection with downloading, installing, using, modifying or distributing such Third Party Resources. No advice or information, whether oral or written, obtained by you from us or from this website shall create any warranty for Third Party Resources. Additionally, we make no warranty that: (a) the Third Party Resources will meet your requirements; (b) the Third Party Resources will be uninterrupted, timely, secure or error-free; (c) the results from the use of the Third Party Resources will be effective, accurate or reliable; (d) the quality of the Third Party Resources will meet your expectations; or (e) if errors or problems occur in connection with a download of the Third Party Resources obtained from the links on this website, they will be corrected. The links to Third Party Resources and the related documentation made available on this website are subject to the following conditions: (a) the Third Party Resources could include technical or other mistakes, inaccuracies or typographical errors; (b) at any time without prior notice, we may make changes to the links pointing to Third Party Resources or documentation made available on the third-party’s website; (c) the Third Party Resources may be out of date, and we make no commitment to update such materials. We assume no responsibility for errors or omissions in the Third Party Resources or documentation available from their websites. In no event shall we be liable to you or any third parties for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, lost data or profits, inaccurate data, or any liability, arising out of or in connection with the use of Third Party Resources. When visiting or using these Third Party Resources, you are subject to their privacy policies, and we encourage you to read them as well as any terms of use or service. If you decide to access any of the Third Party Resources linked to or integrated with the Service, you do so entirely at your own risk and subject to the terms and conditions of use for such Third Party Resources. We do not warrant that any Third Party Resource will be compatible or interoperable with your computer or mobile device, or any hardware, software, equipment or device installed on your computer or mobile device or used by you to access and use the Third Party Resource. You acknowledge and agree that Grade shall have no liability to you for any losses suffered resulting from or arising in connection with accuracy, compatibility or interoperability problems.
Disclaimers. YOUR USE OF THE SITES AND THE SERVICES IS AT YOUR RISK. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SITES AND SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER Grade, NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED ON OR THROUGH THE SITES. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SITES MAY BE OUT OF DATE, AND NEITHER Grade, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Grade OR THROUGH Grade SITES AND SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Limitations of Liability. Grade does not assume any responsibility, or will be liable, for any damages to, or any viruses that may infect your computer, telecommunication equipment, or other property caused by or arising from your access to, use of, or browsing the Sites, or your downloading of any information or materials from the Sites. IN NO EVENT WILL Grade, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE SITES OR SERVICES, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE THAT Grade SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. IN THE EVENT OF ANY PROBLEM WITH THE SITES OR ANY CONTENT OR SERVICES THEREON, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITES. IN THE EVENT OF ANY PROBLEM WITH THE SERVICES THAT YOU HAVE SUBSCRIBED TO ON OR THROUGH THE SITES, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS TO SEEK A REFUND FOR SUCH SERVICES IN ACCORDANCE WITH THE Grade REFUNDS POLICY. IN NO EVENT SHALL Grade'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS (US $100.00) OR (B) THE VALUE OF YOUR ANNUAL SUBSCRIPTION FEES (IF ANY) FOR ACCESS TO THE SITES OR SERVICES.
Indemnity. You agree to defend, indemnify and hold Grade and any affiliated company or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) the use of the Sites, the Services or any Third Party Resources, or your placement or transmission of any message or information on this Sites by you or your authorized users; (ii) your violation of any term of this Agreement, 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, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any User Submission that you provide to Grade; or (vi) any other party's access and use of the Sites with your unique username, password or other appropriate security code.
Release. In the event that you have a dispute with one or more other users of the Site or any Third Party Resource integrated with or linked from the Site or included in the Services, you release Grade (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Termination. You or we may suspend or terminate your account or your use of the Sites at any time, for any reason or for no reason. You are personally liable for any subscriptions placed or charges incurred through your account prior to termination. We may also block your access to our Sites or Services in the event that (a) you breach this Agreement; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us.
Force Majeure. Neither Grade nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
General. All matters relating to the Sites, Services and this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York A printed version of this Agreement will be admissible in judicial and administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Dispute Resolution and Arbitration. In the interest of resolving disputes between you and Grade in the most expedient and cost effective manner, you and Grade agree that every dispute arising in connection with these Terms will be resolved by binding arbitration, to the fullest extent permitted under applicable law. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Grade ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. Despite the provisions of this section, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
Arbitrator. To the fullest extent permitted under applicable law, any arbitration between you and Grade will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Grade.
Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). Grade’s address for Notice is: 80 Broad Street, New York NY 10004. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Grade may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Grade must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
Fees. Any arbitration hearing will take place at a location to be agreed upon in New York, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Grade for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
No Class Actions. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND Grade AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Grade agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
Modifications to the Arbitration Provision. If Grade makes any future change to this arbitration provision, other than a change to Grade’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Grade’s address for Notice, in which case your account with Grade will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
Opt-Out Procedure. You can choose to reject this Arbitration Agreement by mailing us a written opt-out notice (“Opt-Out Notice”) in accordance with these Terms. For new users, the Opt-Out Notice must be postmarked no later than 30 days after the date you use the Service for the first time. You must mail the Opt-Out Notice to Grade at 80 Broad Street, New York NY 10004. The Opt-Out Notice must state that you do not agree to the arbitration agreement and must include your name, address, phone number, and the email address(es) used to log in to the (s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the arbitration agreement. If you opt out of the arbitration agreement, Grade will likewise not be bound by these arbitration provisions. All other terms of these Terms will continue to apply. Opting out of the arbitration agreement has no effect on any previous, other, or future arbitration agreements that you may have with us. Grade users who accepted a previous version of these Terms that included an arbitration agreement, and who did not timely opt out of that arbitration agreement, remain bound by the last arbitration agreement that they accepted. Upon receipt of a valid Opt-Out Notice, Grade will provide the opting out user with a copy of the arbitration agreement from the last version of the Terms that the user accepted, if any exists.
Enforceability. If the above Arbitration Agreement is found to be unenforceable, then the entirety of Sections 28-34 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 27 will govern any action arising out of or related to these Terms.
Claims. To the fullest extent permitted under applicable law, no action arising out of, in connection with, or relating to these Terms shall be brought by you more than one (1) year after the accrual of the cause of action. This period shall not be extended for any reason, except by the written consent of both parties. All statutes or provisions of law which would toll or otherwise affect the running of the period of limitation are hereby waived, and no such statute or provision of law shall operate to extend the period limited in this paragraph, to the fullest extent permitted under applicable law.
We do not guarantee continuous, uninterrupted or secure access to our Sites or Services, and operation of the Sites may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by Grade in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms and Conditions set forth the entire understanding and agreement between us with respect to the subject matter hereof. All provisions herein regarding Site Access License and Restrictions, Limitations of Liability, Indemnity, Releases, and any other terms that are intended to survive any termination of the customer relationship or use of the Services shall survive any termination or expiration of this Agreement.
Consumer Protection Notice. Please note that, if you are a consumer, the limitations in these Terms are intended to be only as broad and inclusive as is permitted by the laws of your state of residence.
New Jersey. If you are a New Jersey consumer, these Terms do not limit or waive your rights under New Jersey law and the limitations in these Terms are intended to be only as broad and inclusive as is permitted by the laws of the State of New Jersey. Subject to the foregoing, we reserve all rights, defenses, and permissible limitations under the laws of the State of New Jersey and under the laws of your state of residence. Nothing in this Section shall modify Section 24 (“Dispute Resolution and Arbitration”).
California. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
Entire Agreement. These terms and conditions are the entire agreement between you and Grade and supersede any prior understandings or agreements (written or oral).
Additional Assistance. If you do not understand any of the foregoing Terms and Conditions or if you have any questions or comments and Concerns, we ask you to contact us by email at: support@Grade.com
Copyright Notice. All Site design, graphics, text selections, arrangement and all software are Copyright © 2020 Grade, Inc. or its licensors. ALL RIGHTS RESERVED.