Terms of Site Usage

Effective Date: November 16, 2016

GRADEPEN END USER LICENSE AGREEMENT ®

Effective Date: November 16, 2016

Welcome to Gradepen! We invite you to access our website and use the Gradepen service, but please note that your invitation is subject to your agreement with these Terms of Service. This document describes in detail your rights and our rights relating to the provision of the Service (as defined below), so please review these Terms carefully.

What Are the Terms of Service?
The Terms of Service constitutes a contract between us. The Terms include the provisions set forth in this document and in the Gradepen Privacy Policy,Commercial Terms, User Guidelines, IP Compliance Program and other terms or conditions that may be presented by us and accepted by you from time to time in connection with specific Service offerings (all of which we collectively refer to as the “Terms of Service” or “Terms”). If you do not agree to these Terms, you do not have the right to access or use our Service. If you do register for or otherwise use our Service you shall be deemed to confirm your acceptance of the Terms and your agreement to be a party to this binding contract. By using the Service, you acknowledge, accept and agree with all provisions of the Privacy Policy, including, without limitation, the use and treatment of your Account Information and your Content in accordance with such Privacy Policy.

What Is the Gradepen Service?
The Gradepen Software (as defined below), the Gradepen service, and other products, services and websites hosted or made available by Gradepen, including the support pages are collectively referred to in these Terms as the “Service”. In exchange for being enabled to use the Service, you agree to abide by these Terms.

If This Is a Contract, Who Are the Parties?
You are one party to this contract. If you reside in the United States or Canada, then the other party to this contract is Gradepen Corporation, a corporation headquartered in California. If you reside outside of the United States and Canada, then the other party to this contract is Gradepen do Brasil Serviços de Aplicações Ltda., a company headquartered in the city of Recife, State of Pernambuco, Brazil (“Gradepen Brasil”). (Gradepen Corporation and Gradepen Brasil, as applicable, may be referred to in these Terms of Service as “Gradepen,” “we” and sometimes “us”).

Is This the Only Contract I Have with Gradepen?
It depends upon how you interact with the Gradepen service and our software applications. If you install the Gradepen Software on your computing devices, you may be asked to agree to an end user license agreement. If you use related Gradepen products or services (such as Gradepen’s website) or participate in our User Forum, you may also need to enter into a separate agreement with us (usually by clicking “accept” or “agree”).

Will These Terms of Service Ever Change?
Changes in these Terms are almost certain to happen, due to changes in our Service and the laws that apply to us and you. If we make a change, we’ll do our best to provide you with advance notice, although in some situations, such as where a change is required to satisfy applicable legal requirements, an update to these Terms may need to be effective immediately. We’ll announce changes here at our site. We will also try to explain the reasons for the change.
If we do update these Terms, you are free to decide whether to accept the updated terms or to stop using our Service (see “How is My Account Closed” below); your continued use of the Service after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new Terms. Except for changes made by us as described here, no other amendment or modification of these Terms shall be effective unless set forth in a written agreement expressly amending these Terms and bearing a written signature by you and us. For clarity, email or other communications will not constitute an effective written agreement for this purpose.

What Do I Have to do to Use the Gradepen Service?
First, you need to create an Gradepen service account. You create an account by providing us with an email address and creating a password. We refer to this as your “Account Information.” We encourage you to use a distinct and non-obvious password that is different from passwords you use for any other service. You are responsible for maintaining the accuracy, completeness and confidentiality of your Account Information, and you will be responsible for all activities that occur under your account, including activities of others to whom you have provided your Account Information. We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your Account Information secure. If you discover any unauthorized use of your Account Information or suspect that anyone may be able to access your private Content without authorization, you should immediately change your password and notify our Customer Support team.
Second, you will need to access your account through a web browser. Gradepen has no responsibility for the availability of the Internet and other telecommunication services necessary to access the Service.

Can I Share My Account with Someone Else?
Gradepen service accounts should not be shared. If you share your Account Information with anyone, that other person may be able to take control of the account, and we may not be able to determine who is the proper account holder. We will not have any liability to you (or anyone you share your Account Information with) as a result of your or their actions under those circumstances. We strongly urge you not to share your Account Information with anyone.

Once I Have an Account, What Are My Rights in the Gradepen Service?
Once your account is created and you accept these Terms, we grant you a limited, non-exclusive license to use the Service subject to these Terms, for so long as you are not barred from receiving the Service under the laws applicable to you, until you close your account voluntarily or until we close your account pursuant to these Terms. In addition, we grant you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Gradepen Software provided to you by or on behalf of Gradepen, for the sole purpose of enabling you to use the Gradepen Software and enjoy the benefit of the Service, subject to any applicable license terms provided with the Gradepen Software and these Terms, until your rights are terminated in accordance with such license and/or these Terms. You do not obtain any other right or interest in Gradepen or the Service.

What Is the License I Have to Grant to Gradepen?
In order to enable Gradepen to operate the Service, we must obtain from you certain limited license rights to process your Content so that technical actions we take in operating the Service are not considered legal violations. For example, copyright laws could prevent us from processing, maintaining, storing, backing-up and distributing your Content, unless you give us these rights. Accordingly, by using the Service and uploading Content, you are granting Gradepen a license to display, perform and distribute your Content and to modify (for technical purposes, e.g., making sure content is viewable on smart phones as well as computers and other devices) and reproduce such Content to enable Gradepen to operate the Service. You also agree that Gradepen has the right to elect not to accept, post, store, display, publish or transmit any Content in our sole discretion.
You agree that these rights and licenses are royalty free, worldwide and irrevocable, and include a right for Gradepen to make such Content available to, and pass these rights along to, others with whom Gradepen has contractual relationships related to the provision of the Gradepen service, solely for the purpose of providing such services, and to otherwise permit access to or disclose your Content to third parties if Gradepen determines such access is necessary to comply with its legal obligations.
If you elect to use any third party service or application that is integrated with Gradepen, you also agree that the licenses granted to Gradepen in the preceding paragraph shall apply to Content that is submitted or uploaded through such third party service or application. If the third party service or application you elect to use would access or extract Content, you grant Gradepen the right and license to enable third party access to and extraction of your Content. Gradepen does not assume any responsibility for, or liability on account of, the actions or omissions of such third party applications or service providers.
Inasmuch as we rely upon your rights to upload and distribute your Content, you represent and warrant to Gradepen that you have the unfettered legal rights and authority to submit your Content to Gradepen, to make any other user, publication or other distribution of that Content in your use of the Service, and to grant the rights granted to Gradepen under these Terms.
Finally, you understand and agree that Gradepen, in performing the required technical steps to provide the Service to our users, may make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media.

Are There Rules about What I Can Do on the Gradepen Service?
Yes. Your use of the Service must be in accordance with these Terms. When it comes to your use of the Service, you agree that you are responsible for your own conduct and all conduct under your account. This means all Content – such as text, images, and anything else you can think of, no matter what the form or technical structure (collectively, “Content”) – created, transmitted, stored or displayed in your account, is your sole responsibility as the person who created the Content or introduced it into the Service. This applies whether the Content is kept private, shared or transmitted using the Service or any third party application or services integrated with the Gradepen service. Our User Guidelines provide more specific details regarding prohibited conduct on the Service. If we find that any shared Content in your account violates our Terms of Service (including by violating another person’s intellectual property rights), we reserve the right to un-share or take down such content.

Will Gradepen Employees Look at My Content?
Your privacy in your Content is a paramount concern for us, and we hope that Gradepen employees never need to examine anyone’s Content. However, there are limited circumstances in which we may have the need to review part or all of your Content, as discussed in our Privacy Policy.

Will Anyone Else See My Content?
Except as described here and in our Privacy Policy, unless you elect to enable others to view or have access to the Content you submit to the Service, no one else should see your Content without your consent. Of course, if you share your Account Information with another person, then the shared Content would no longer be private to you.
It is important to emphasize that the Content that you enter in your Gradepen account, for example the registration of a question, is temporarily private, ie only you can use the question for a limited period of six months, counting from the date the question registration. In this period only you can access the question to use it or to modify it, if you wish. After this period, the question will make accessible to all other Gradepen users, who will be able to use it for the preparation of their tests.

I’m Guessing Gradepen Has Some Rights Relating to the Service?
We do. They’re described here:

How Does Gradepen Respond to Copyright or Other Intellectual Property Violations?
We respond to clear and complete notices of alleged infringement of copyright, trademark or other intellectual property laws that satisfy the requirements in these Terms (which we believe to comply with the United States Digital Millennium Copyright Act [www.copyright.gov] and other applicable laws). If you believe that your intellectual property rights have been violated, please notify our Compliance team according to the instructions provided by our IP Rights Compliance Program and we will investigate. Note that each owner of intellectual property is responsible for protecting their rights and taking any legal or other action they determine to be appropriate to do so, and Gradepen does not accept any obligation to take any particular action to enforce or protect any party’s intellectual property rights on their behalf.

Can studants Use Gradepen?
Of course, but Gradepen is not directed to students, and we expect that use by students will only be done with the guidance, supervision and consent of their parents, guardians and/or authorized school officials. Further, we rely on parents and guardians to ensure minors only use the Service if they can understand their rights and responsibilities as stated in these Terms and our Privacy Policy.

Where Does My Data Go?
The Service is available worldwide, but your data is stored in the United States, as described in our Privacy Policy. If you use the Service, you acknowledge that you may be sending electronic communications (including your personal account information and Content), through computer networks owned by Gradepen, its Service Providers, and other third parties located in California and other locations in the United States and other countries. As a result, your use of the Service will likely result in interstate and possibly international data transmissions, and your use of the Service shall constitute your consent to permit such transmissions.

How is My Account Closed?
You may simply stop accessing your account for six continuous months, so our system will suspend your account after this period of inactivity. If you do not access your account for a period of one year, your account will be blocked. If you wish to reactivate it simply send an email to contact@gradepen.com, requesting the unlocking of the email associated with the account. Remember that your registered content (registered questions) become accessible to other users after six months.
Gradepen may take action to temporarily limit your use of the Service, suspend access to your account, or close your account, with or without notice according to these Terms. Reasons for Gradepen suspending or closing your account may include, without limitation: (i) breach or violation of these Terms (including the User Guidelines) or any Separate Agreement, (ii) an extended period of inactivity (determined in Gradepen’s sole discretion), (iii) your nonpayment of any fees or other sums due Gradepen or any other party related to your use of the Service, (iv) the discontinuance or material modification of the Service (or any part thereof) or (v) unexpected technical or security issues or problems or extensive Unsupported Use.
If your account is suspended, we'll send you a notification for the email you've added to your account.

If I Have a Great Idea to Share with Gradepen, What Are My Rights?
When you submit any ideas, suggestions, documents and/or proposals relating to the Service (or other products or services) to Gradepen through the “Contact Us,” User Forum or Support interfaces or through any other channel or mechanism (collectively, “Contributions”), you acknowledge and agree that: (i) your Contributions do not contain confidential or proprietary information; (ii) Gradepen is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (iii) Gradepen shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way; (iv) Gradepen may have something similar to the Contributions already under consideration or in development; (v) your Contributions automatically become the property of Gradepen without any obligation of Gradepen to you; and (vi) you are not entitled to any accounting, compensation or reimbursement of any kind from Gradepen under any circumstances.

Does Gradepen Serve Ads?
Our business model is to make the Service so valuable that our users will want to subscribe for a Paid Service. However, we may display advertisements and promotions on or in connection with the Service, some of which may be paid for by third parties. For more information, please see our Privacy Policy and Cookie Information page. Inasmuch as some advertising or other messaging content we provide will be based upon information provided by third parties, we shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any advertisements or other messages. Furthermore, your interactions with advertisers found on or through the Service, including, without limitation, all reliance upon advertising, all commercial transactions and legal obligations associated therewith, are solely between you and such advertisers.

What Else Do I Need to Know?

Anything Else?
A couple of final, but important, points. First, these Terms constitute the entire agreement between you and Gradepen and govern your use of the Service, except for, and then only to the extent that you have entered into a Separate Agreement. These Terms supersede any prior agreements or earlier versions of these Terms between you and Gradepen for the use of the Service as of the Effective Date indicated at the top of these Terms. If, through accessing or using the Service, you utilize or obtain any product or service from a third party, you may additionally be subject to such third party’s terms and conditions applicable thereto, and these Terms shall not affect your legal relationship with such third party.
Second, you acknowledge and agree that each affiliate of Gradepen shall be a third party beneficiary to these Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms which confers a benefit on (or provides rights in favor of) them. Other than this, no other person or company shall be a third party beneficiary to these Terms.
Finally, the section headings in these Terms of Service are for convenience only and have no legal or contractual effect.

GRADEPEN DATA USAGE (Effective Date: November 16, 2016)

In order to function properly, Gradepen needs access to several different software components and services on your device, some of which contain your personal information. This article describes information our applications collect from your device, and how we use that information.
When you install, modify, or use the Gradepen application, you may see permission requests or alerts regarding all of the device capabilities the application could potentially use. For example, on Android you will see a long, generic, technical list of device capabilities upon installation of the app, while on iOS you will see device permission requests pop up as they are used in the app. Rather than list such permissions exhaustively, this article describes how each Gradepen application uses key device features that may access or use your personal information. Many of these capabilities may be turned on or off through your device settings or your Gradepen account settings.

Gradepen Application

COMMERCIAL TERMS

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USER GUIDELINES (Effective Date: November 15, 2016)

The Gradepen team works hard to provide you with a service that makes you happier and more productive. We strive to give you a great experience by offering essential apps, making sure that your data is protected and being fully transparent about our data handling practices. In return, we ask that you respect the Gradepen Service and other users, and follow these rules about what not to do when you’re using the Service. Please remember that when you agreed to our Terms of Service (including these Guidelines), you agreed that you are responsible for any and all conduct and Content under your account.

You agree that when you use the Service:

While we hope that all users of the Gradepen service comply with these Guidelines, we must caution you that, notwithstanding these Guidelines and the requirements in our Terms of Service, you may be exposed to offensive, indecent or objectionable Content when using the Service. We expect that you understand this and, accordingly, you use the Service at your own risk.

If you encounter any of the prohibited uses listed above, or any other objectionable content, you may contact us at contact AT gradepen DOT com.

Thanks for helping to make Gradepen a great experience for everyone!

COOKIE INFORMATION (Effective Date: November 15, 2016)

What Are Cookies?
Cookies are small data files that a web site you visit may save on your hard drive. They usually include an anonymous unique identifier. A cookie cannot retrieve any other data from your hard drive or pass on computer viruses.

What Cookies and Similar Technologies Does Gradepen Use?
Gradepen uses cookies and similar technologies to assist with functions such as user authentication, remembering user preferences, understanding how users use our Service, and managing and tracking the effectiveness of our marketing efforts. We also may include tracking pixels, which are small graphic images, in our email messages and newsletters to determine whether the messages were opened and the links were actually clicked. In some cases, as outlined below, third parties may also get the opportunity to set cookies.

We describe in this document the cookies and similar technologies found on our Service. Please check back here periodically, as we may update this information from time to time.

IP COMPLIANCE PROGRAM (Effective Date: November 15, 2016)

Owners of intellectual property rights that have a good faith belief that Content uploaded into Gradepen infringes their copyright, trademark or other intellectual property rights may notify our Compliance team by sending an e-mail to contact@gradepen.com a written notice to the appropriate address set forth below containing the following information:

  1. Identify the specific copyrighted work, trademark or other intellectual property that you believe has been infringed upon and, if you are asserting infringement of an intellectual property right other than copyright, the intellectual property right at issue (for example, trademark or patent);
  2. Identify the Web page URL(s) within the Service containing the copyrighted work or intellectual property that you claim has been infringed and, if possible, the contact information for the person you believe responsible for the infringing act in connection with that that work. Describe the content on the page(s) you believe infringes upon the work identified in item (a) above, including whether the content is a particular image (and describe it in detail) or written work (including the text of the copyrighted work).
  3. Include the statement: “I have a good faith belief that use of the materials described above as allegedly infringing is not authorized by the owner of the intellectual property rights therein, its agent or the law.”
  4. Provide your name, mailing address, telephone number and e-mail address.
  5. Provide a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright, trademark or other intellectual property interest that is allegedly infringed.
  6. Provide a signed statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark or other intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Please note that we may reproduce any legal notice we receive to send to a third-party for publication and annotation, and we may post your notice in place of any removed Content. We will respond and/or take action on all complete and qualified notices within 120 business hours of receiving your correspondence and reserve the right to communicate with you via email or other means.

Please consider carefully taking an action to initiate a claim, as there are consequences for filing a claim without justification. For example, under United States federal law, you may be liable for any damages, including costs and attorneys’ fees incurred by us or our users if you knowingly materially misrepresent that material or activity is infringing.

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