Institutional Terms of Service.

1. Parties and acceptance

1.1 Parties. These Institutional Terms of Service (the “Terms”) are between GridGrade (“GridGrade,” “we,” or “us”) and the institution or academic department identified when access is arranged (“Institution”). If the person accepting does not have authority to bind an institution or department, that person accepts as an individual educator and is the “Institution” for these Terms.

1.2 Authority. The person accepting represents that the information they provide is accurate and that they have authority to accept for the named Institution, or that they are accepting for themselves as an individual educator.

1.3 Agreement. These Terms, the applicable written quote, invoice, order, or pilot confirmation (an “Order”), and the Student Data Addendum form the agreement. The Addendum is incorporated into these Terms. If documents conflict, the Addendum controls for Student Data, then a mutually signed Order controls, then these Terms.

2. The service and license

2.1 Service. GridGrade provides software for grading spreadsheet assignments and presenting grading evidence and feedback. Instructors remain the graders of record and are responsible for reviewing grades and making academic decisions.

2.2 Limited license. During the applicable license term, GridGrade grants the Institution a limited, non-exclusive, non-transferable right to allow its authorized instructors, staff, and enrolled students to use the service for the Institution’s teaching and learning activities. The license does not permit resale, service-bureau use, or use for another institution.

2.3 Section licenses. A section license covers the section and academic term stated in the Order. The enrollment bands are Micro (up to 20 students), Small (21–50), Medium (51–100), Large (101–200), and Very large (201 or more). The Order or the pricing page in effect when the Order is placed states the price.

2.4 Census-date count. A section’s band is based on its official enrollment on the Institution’s census date for that term. The Institution will provide a reasonable enrollment record if needed to confirm the band.

2.5 Department Unlimited. A Department Unlimited license covers any number of sections within one academic department, subject to a combined cap of 1,500 enrolled students per semester. Programs above that cap require a separate written Order.

2.6 Pilots. A pilot or design-partner arrangement is governed by its written confirmation, including its scope, end or conversion date, and any price stated in advance.

3. Orders, payment, and taxes

3.1 Orders. License scope, term, and fees are stated in the Order. Section licenses may be paid by card. Department Unlimited and other agreed institutional purchases may be paid by purchase order and invoice. An invoice is due on the date stated on it.

3.2 Taxes. Fees do not include taxes. The Institution is responsible for applicable sales, use, or similar taxes, except taxes based on GridGrade’s net income. GridGrade will honor a valid exemption certificate supplied before billing.

3.3 Student-paid access. If no institutional license covers a class, students may obtain individual access under the student-facing Terms & Refund Policy. Those individual purchases are not institutional license fees.

4. Term, renewal, and refunds

4.1 Term. These Terms begin when accepted and continue while an Order or pilot is active. A section or semester Department Unlimited license lasts for the academic term in its Order. An annual Department Unlimited license covers the fall and spring terms identified in its Order.

4.2 Renewal. A license does not renew automatically. Renewal requires a new Order or other written agreement. Continued account access does not by itself renew a paid license.

4.3 Refunds. Any refund right stated in the Order applies. Otherwise, institutional license fees are non-refundable to the extent permitted by law. This clause does not change the separate refund policy that applies to an individual student purchase.

5. Institution responsibilities

5.1 Accounts and rosters. The Institution is responsible for identifying authorized users, maintaining accurate roster and license information, protecting account access, and promptly telling GridGrade about suspected unauthorized use.

5.2 Course decisions. The Institution and its instructors control course content, rubrics, grading policies, accommodations, grade release, and responses to student questions or challenges. They will review GridGrade output before relying on it for a consequential academic decision.

5.3 Permissions. The Institution will provide notices and obtain permissions that its own policies or applicable law require, and will not upload data it is not authorized to process through the service.

6. Acceptable use

6.1 Prohibited conduct. Users may not: interfere with or overload the service; probe or bypass security or access controls; access another user’s or institution’s data without authorization; introduce malicious code; use the service to violate law or academic-integrity rules; copy, rent, resell, or reverse engineer the service except where law expressly permits it; or use service output to build a competing product.

6.2 Enforcement. GridGrade may suspend affected access when reasonably necessary to stop a security threat, unlawful use, material breach, or harm to the service or other users. When practical, GridGrade will give notice and a reasonable opportunity to cure.

7. Ownership and feedback

7.1 Institution content. As between the parties, the Institution and its users keep the rights they otherwise hold in course materials, rubrics, solution workbooks, student work, and other content submitted to the service. These Terms do not transfer ownership of that content to GridGrade.

7.2 Processing permission. The Institution gives GridGrade permission to host, copy, analyze, and otherwise process that content only as needed to provide, secure, support, and maintain the service and meet the agreement.

7.3 GridGrade technology. GridGrade and its licensors own the service, software, documentation, design, and related technology, including improvements. The Institution receives only the limited rights stated in the agreement.

7.4 Feedback. If a user voluntarily suggests an improvement, GridGrade may use the suggestion without restriction or payment, but will not publicly identify the person or Institution as its source without permission.

8. Student data and privacy

8.1 Addendum. The Student Data (FERPA) Addendum governs Student Data, including permitted use, subprocessors, security, incident response, and deletion.

8.2 Privacy information. The public Privacy & FERPA page describes current product practices in plain language. If that page conflicts with the Addendum, the Addendum controls.

9. Confidentiality

9.1 Protected information. Each party will use the other party’s nonpublic information only to perform the agreement and will protect it with reasonable care. Confidential information does not include information that the receiving party can show was already lawfully known, becomes public without breach, is received lawfully from another source, or is independently developed.

9.2 Required disclosure. A party may disclose confidential information when law requires it. When legally permitted, that party will give advance notice and disclose only what is required.

10. Service and warranty disclaimer

10.1 Service changes. GridGrade may improve or change the service. GridGrade will not materially reduce the core functionality of a paid license during its stated term without offering a reasonable alternative or ending the affected license and refunding the prepaid fees for the unused portion.

10.2 Disclaimer. Except for an express promise in the agreement, and to the fullest extent permitted by law, the service is provided “as is” and “as available.” GridGrade disclaims implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. GridGrade does not warrant uninterrupted or error-free operation or that automated output will always be correct.

11. Limitation of liability

11.1 Excluded damages. To the fullest extent permitted by law, neither party will be liable under the agreement for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenues, or goodwill, even if advised that they were possible.

11.2 Cap. To the fullest extent permitted by law, each party’s total liability arising from the agreement will not exceed the fees paid or payable to GridGrade under the affected Order during the 12 months before the event giving rise to the claim. The exclusions and cap do not apply where applicable law does not permit them.

12. Termination

12.1 For breach. Either party may terminate an Order or these Terms if the other materially breaches the agreement and does not cure the breach within 30 days after written notice. A party may terminate immediately if the breach cannot reasonably be cured or continued performance would violate law.

12.2 Effect. When an Order ends, the license under that Order ends. Payment obligations accrued before termination remain due. Sections that by their nature should continue—including ownership, confidentiality, warranty disclaimers, liability limits, and governing law—survive.

12.3 Student Data. Return and deletion of Student Data at termination are handled under the Addendum.

13. Updates to these Terms

13.1 New versions. GridGrade may update these Terms for future use. A material update will have a new version identifier. An instructor will be asked to accept the new version before continuing to use covered instructor functions; a new version does not silently replace a version already accepted.

14. General terms

14.1 Notices. Legal notices to GridGrade must be sent to hello@gridgrade.app. GridGrade may send notices to the email address associated with the accepting account or Order.

14.2 Assignment. Neither party may assign the agreement without the other’s consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee accepts the agreement.

14.3 Entire agreement; waiver; severability. The agreement is the complete agreement about its subject. A waiver must be in writing and applies only to that instance. If a provision is unenforceable, it will be limited to the minimum extent necessary and the rest will remain in effect.

14.4 Relationship. The parties are independent contractors. The agreement does not create a partnership, agency, employment, or fiduciary relationship.

15. Governing law

15.1 Governing law. [Governing law: to be completed by counsel]