Terms of Use

Welcome to www.gradingpal.com, the website and online services of Cues Technologies Inc. ("we," "us," or "GradingPal"). This page explains the terms by which you may use our online services, web application, and software provided on or in connection with the service (collectively, the "Services").

These Terms of Use apply to all visitors, users and others who access the Services ("Users" or "you"). When the Services are used by teachers, school districts, school boards, and individual schools within a district ("Educational Institutions"), then "you" includes teachers, including but not limited to administrators who access the Services on their behalf ("Teachers"), students who use the Services under the supervision of their Educational Institutions ("Students"), and parents and legal guardians of Students ("Parents"). These Terms of Use and any additional terms incorporated herein, including any separate contracts with Educational Institution users, are collectively referred to herein as the "Agreement."

These terms are a legally binding agreement between you and GradingPal regarding your use of the Services. By accessing or using the Services, checking the box marked "I Agree," or by otherwise affirmatively stating your desire to use the Services, you signify that you have read, understood, and agree to be bound by this Agreement; otherwise you may not use the Services. You also acknowledge that your information will be collected and used as set forth in the GradingPal Privacy Notice. Because our Services change relatively often, the terms in this Agreement and our Privacy Notice may change too. Upon making changes, we will update the "Effective Date" found at the top of this page. Your continued use of the Services after any changes constitutes your acceptance of the new terms.

Section 1. GradingPal Services

GradingPal's Services provide a web-based AI grading application built for Students, Teachers, and Educational Institutions to assist with rubric-aligned scoring, feedback generation across multiple assignment types including written work, handwritten submissions, essays, exams, worksheets, quizzes, problem sets, presentations, audio, video, art and design, and other instructional content, as well as performance analytics and other instructional productivity tools. The Services are accessible through any standard web browser at www.gradingpal.com and may integrate with third-party platforms such as Google Classroom.

This is a contract between you and GradingPal. You must read and agree to this Agreement before using the Services. If you do not agree, do not use the Services. You may use the Services only if you can form a binding contract with GradingPal, and only in compliance with this Agreement and all applicable laws. The Services are not available to any Users previously removed from the Services by GradingPal.

1.1 Eligibility

By agreeing to these Terms of Use, you represent and warrant to us that: (a) you are at least 18 years old; or (b) you have and shall maintain permission of your Parent or Educational Institution to use the Services; and (c) you have not previously been suspended or removed from the Services; and (d) your registration and your use of the Services is and will be in compliance with any and all applicable laws and regulations.

If you are a Parent who allows your minor child to use the Services, you accept these Terms on behalf of your child and are responsible for your child's activity on the Services.

If you are an Educational Institution or Teacher who will use the Services in an educational setting, and your Educational Institution has not entered into a separate data processing agreement with GradingPal, then the GradingPal Student Data Privacy Addendum is incorporated herein by reference. If you are a Student under the age of 18 who uses these Services through your Educational Institution, then your use of the Services may be subject to additional policies and restrictions imposed by your Educational Institution or Teachers with which you must comply.

Subject to the terms and conditions of this Agreement, GradingPal grants to you a limited, non-exclusive, non-transferable, revocable permission to access and use the Services. We reserve all rights not expressly granted to you in the Services and the GradingPal Content (as defined below). We may terminate this license at any time for any or no reason.

1.2 Details About the GradingPal Services

Your account on the Services (your "User Account") gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. You may cancel your User Account at any time, subject to the terms in Section 1.7.

We may maintain different types of User Accounts for different types of Users, including individual Teacher accounts, Student accounts, and institutional accounts. If you open a User Account on behalf of an Educational Institution, company, organization or other entity, then: (i) "you" includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement.

By connecting to the Services with a third-party service such as Google Classroom, you give GradingPal permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. Our Service's use and transfer of information received from Google APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements. By connecting your GradingPal account with Google, you agree to comply with the Google APIs Terms of Service and such other terms and conditions as Google may provide from time to time.

You may never use another User's User Account without permission. When creating your User 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 User Account, and you must keep your User Account password secure. You must notify GradingPal immediately of any breach of security or unauthorized use of your User Account. GradingPal will not be liable for any losses caused by any unauthorized use of your User Account.

1.3 Control Over Use of Services

You may control your profile and how you interact with the Services by changing the settings in your account settings page. By providing GradingPal with your email address you consent to our using the email address to send you Services-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 Services and special offers. If you do not want to receive such email messages, you may opt out by clicking on the "unsubscribe" link provided in such communications. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

1.4 Restricted Uses

By using the Services, you agree not to do any of the following:

• Copy, distribute, or disclose any part of the Services in any medium, including by any automated or non-automated "scraping";
• Use any automated system, including "robots," "spiders," or "offline readers," to access the Services in a manner that sends more request messages to the GradingPal servers than a human can reasonably produce in the same period of time using a conventional web browser;
• Transmit spam, chain letters, or other unsolicited email;
• Attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Services;
• Take any action that imposes, or may impose, an unreasonable or disproportionately large load on our infrastructure;
• Transmit any malicious software agents through the Services;
• Collect or harvest any third-party personally identifiable information from the Services;
• Use the Services for any commercial solicitation purposes;
• Impersonate another person or entity, misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity;
• Interfere with the proper working of the Services;
• Access any content on the Services through any technology or means other than those provided or authorized by the Services; or
• Bypass any measures we use to prevent or restrict access to the Services, including features that prevent or restrict use or copying of any content or enforce limitations on use.

We continually update our Services. While we plan to continue to offer and improve our Services, we may, without prior notice, change, cancel, create usage limits for, or permanently or temporarily stop offering or allowing you access to the Services ("Service Changes"). We will try to give you advance notice of Service Changes that will materially adversely affect you, but this may not always be practical and we retain the right to make Service Changes without notice or liability.

1.5 User Contributions

The Services may contain interactive features that allow Users to post, submit, publish, display, or transmit (collectively, "Share") documents, text, messages, content and other materials ("User Contributions") to Users or other persons on or through the Services. All User Contributions must comply with this Agreement.

By Sharing User Contributions through our Services, you agree to allow others to view, edit, share, and/or interact with those User Contributions in accordance with your settings and this Agreement. We have the right (but not the obligation) in our sole discretion to monitor and remove any User Contributions Shared via our Services. You hereby grant each User a non-exclusive license to access your User Contributions through our Services and to use, reproduce, distribute, display and perform such User Contributions.

You further grant, and represent and warrant that you have all rights necessary to grant, to us an irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to use, copy, store, modify, distribute and display your User Contributions: (a) to maintain and provide our Services; (b) to improve our products and services and for other business purposes such as data analysis, customer research, developing new products or features, and identifying usage trends; and (c) to perform such other actions as described in the GradingPal Privacy Notice or as authorized by you.

You represent and warrant that you own or control all rights in and to the User Contributions, have the right to grant the licenses granted above, and all of your User Contributions do and will comply with this Agreement. You understand and acknowledge that you are responsible for any User Contributions you Share, and you, not we, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We have the right to:

• Remove or refuse to post any User Contributions in our sole discretion;
• Take any action with respect to any User Contribution that we deem necessary or appropriate, including if we believe that such User Contribution violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the safety of Users or the public, or could create liability for us;
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including intellectual property rights or privacy rights; and
• Terminate or suspend your access to all or part of the Services for any or no reason, including any violation of this Agreement.

1.6 User Input; Output

You may submit User Contributions to be processed by the Services' generative AI features ("User Input") to generate outputs such as rubric-aligned scores, written feedback, performance analytics, and other instructional resources (collectively, "Output"). Subject to your compliance with this Agreement, you may use such Output for any lawful purpose on a royalty-free basis, provided that you acknowledge and agree that:

1. GradingPal has no responsibility for the legality, reliability, accuracy, and appropriateness of User Input;
2. GradingPal is neither responsible nor liable to any third party for the content or accuracy of User Input or the Output resulting from its processing by the Services;
3. No ownership of Intellectual Property Rights in the Services is transferred to you as a result of your submission of User Input or use of any of the Services or Output; and
4. We may, by notice to you at any time, limit your use of the Output or require you to cease using Output (and delete any copies of Output) if we determine, in our sole and absolute discretion, that your use of the Output may infringe the rights of any third party.

You shall not represent that Output was human-generated or use the Output to train your own machine learning models.

1.7 Fees for Services

GradingPal offers both a free tier and paid subscription plans for individual Teachers. Paid subscriptions are available on a monthly or annual basis. Certain aspects of the Services may be provided for a fee or other charge. If you elect to use paid aspects of the Services, you agree to our Pricing and Payment Terms available at www.gradingpal.com/pricing, as we may update them from time to time. We may add new services for additional fees and charges, or add or amend fees and charges for existing services, at any time in our sole discretion.

Monthly and annual subscriptions for individual Teachers renew automatically. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING PERIOD (MONTHLY OR ANNUAL, AS APPLICABLE) UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. It is your responsibility to cancel your subscription prior to renewal if you do not wish to be charged for the next billing period. You may cancel your subscription at any time through your account settings page.

For B2B contracts with Educational Institutions, pricing and payment terms are set forth in a separate written agreement or order form, which may include custom pricing and invoicing through a purchase order process. School and institutional contracts do not automatically renew and are subject to the renewal terms specified in the applicable agreement. In the event of a conflict between such separate agreement and these Terms, the terms of the separate agreement shall control with respect to pricing and payment.

All information that you provide in connection with a purchase or transaction 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 at the prices in effect when such charges are incurred. You will pay any applicable taxes relating to any such purchases or transactions. Payments are processed by Stripe, Inc. and subject to Stripe's terms of service.

Section 2. Rights in Our Content

"Intellectual Property Rights" means all worldwide patent rights, copyright 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 related applications and registrations, renewals and extensions.

The Services and all materials made available to you in connection with them, including but not limited to software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and any content belonging to other Users (the "GradingPal Content"), and all related Intellectual Property Rights, are the exclusive property of Cues Technologies Inc. and its licensors. Except as expressly specified in this Agreement, nothing herein 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 GradingPal Content. Any use of GradingPal Content for a purpose not expressly permitted by this Agreement is strictly prohibited.

If you send us ideas or comments about our Services, you agree that we may freely use or reference those ideas and comments and we do not owe you any payment or have any other obligation of any kind for such ideas or comments.

Section 3. General Legal Terms

3.1 GradingPal Data

Certain parts of the Services allow Teachers to access performance analytics and grading data associated with their account and their students' submissions ("GradingPal Data"). This includes assessment-level performance data, AI-generated scores and written feedback, and related instructional insights generated through your use of the Services.

GradingPal Data is licensed to you for your use on a limited basis and is governed solely by the terms of this Agreement. GradingPal owns the account you use to access the Services, along with any rights of access or rights to data stored by or on behalf of GradingPal on GradingPal servers.

3.2 Privacy and Security

We care about the privacy of our Users. By using the Services, you acknowledge that we will collect, use and disclose your personally identifiable information as set forth in our Privacy Notice.

When GradingPal is used by an Educational Institution or Teacher for an educational purpose, GradingPal may collect or have access to Student Data. "Student Data" is personal information that is directly related to an identifiable Student that is maintained by an Educational Institution or related entity or organization, or by us on behalf of such entity. Student Data may include "educational records" as defined by the Family Educational Rights and Privacy Act ("FERPA"), 20 U.S.C. § 1232(g). If you are a Teacher or Educational Institution who will use the Services in an educational setting, and your Educational Institution has not entered into a separate data processing agreement with GradingPal, then the GradingPal Student Data Privacy Addendum available at www.gradingpal.com/data-privacy-addendum is incorporated herein by reference and forms part of this Agreement.

For Educational Institutions entering into a formal B2B agreement with GradingPal, a separate Data Processing Addendum will be executed as part of that agreement. The Data Processing Addendum governs how GradingPal processes personal data on behalf of the Educational Institution and is not incorporated into these Terms of Use for institutional customers — the terms of the separately executed Data Processing Addendum shall control.

3.3 Third-Party Links and Information

The Services may contain links to third-party materials that are not owned or controlled by GradingPal. GradingPal 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 Services or share your User Contributions on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement does not apply to your use of such sites. You expressly relieve GradingPal from any and all liability arising from such use of any third-party website, service, or content.

3.4 Indemnity

You agree to defend, indemnify and hold harmless GradingPal, Cues Technologies Inc., 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 Services, including any data, Output or content transmitted or received by you; (ii) your violation of any term of this Agreement, including but not limited to your breach of any of the representations and warranties; (iii) your violation of any third-party right, including but not limited to any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any content or information that is submitted via your account; or (vi) any other party's access and use of the Services with your unique username, password or other appropriate security code.

3.5 Warranty Disclaimer

3.6 Limitation of Liability

The Services are controlled and operated from US-based facilities, and we make no representations that they are appropriate or available for use in other locations. If you access or use the Services from other jurisdictions, you are entirely responsible for compliance with all applicable United States and local laws and regulations, including export and import regulations. You may not use the Services 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.

3.7 Governing Law

You agree that: (i) the Services will be deemed solely based in California; and (ii) the Services will be deemed passive services that do not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement will be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. You acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) ("FAA") governs the interpretation and enforcement of the Arbitration Agreement in Section 3.8 and preempts all state laws to the fullest extent permitted by law. The application of the United Nations Convention on Contracts for the International Sale of Goods does not apply. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Los Angeles County, California for any actions related to this Agreement.

3.8 Arbitration

If you are a new User, you can reject and opt-out of this Arbitration Agreement within 30 days of accepting this Agreement by emailing us at hello@gradingpal.com with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Opting out of the Arbitration Agreement does not affect any other part of this Agreement.

For any Claim, you agree to first contact us at hello@gradingpal.com and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim exclusively through binding arbitration by AAA before a single arbitrator (the "Arbitrator"), under the Expedited Procedures then in effect for AAA (the "Rules"), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org. The arbitration will be conducted in the U.S. county where you live or in Los Angeles County, California, unless we agree otherwise.

Nothing in this section shall be deemed as: preventing us 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; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.

3.9 Class Action / Jury Trial Waiver

3.10 DMCA Notice

Since we respect artist and content owner rights, it is our 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 Services, please notify our 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 Services;
4. Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and email 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:

3.11 Severability and Waiver

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us in accordance with the terms of our Privacy Notice. This Agreement, together with any amendments and any additional agreements you may enter into with GradingPal in connection with the Services, constitutes the entire agreement between you and GradingPal concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term.

3.12 How to Contact Us

If you have any questions about this Agreement, please contact us at:

3.13 Updates to These Terms of Use

If we make material changes to this Agreement, we will provide reasonable notice to you, such as by email to your registered email address, by prominent posting on this website or our online services, or through other appropriate communication channels. All changes shall be effective from the date of publication unless otherwise provided. Your continued use of the Services after any such changes constitutes your acceptance of the updated Agreement.