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Terms of Service

Website Terms & Conditions

Welcome to the websites of FLEXGRADE, LLC., doing business as FlexGrade, together with any of its affiliates, which includes subsidiaries and entities that FlexGrade currently operates or may operate in future (collectively, “FlexGrade,” “we,” or “us”) where you can find information on the products and services we offer. The following terms and conditions, together with the FlexGrade Privacy Policy found HERE , (collectively, these “Terms”), govern your access to and use of any websites or mobile application as unregistered website user or visitor (collectively “user” or “you”) where these Terms are posted, including any content, functionality, and services offered on or through those websites (collectively, the “Site”, “Sites” or “Mobile Application”).

Please read these Terms carefully before you access or use the Site. When you access or use the Site or Mobile Application, you agree to these Terms and represent and warrant that you are 18 years of age or older. IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT MEET ALL OF THESE REQUIREMENTS, DO NOT ACCESS OR USE THE SITE.

If you have purchased any of our products and/or services , there are additional terms and conditions that govern your use of said services. Our additional terms can be found here.

The Terms apply, regardless of the device used to access the Sites (e.g., personal computer, mobile device, consumer electronics device, or any other technology or software known today or developed in the future). If you use a mobile application or other online service and are required to agree to a separate governing agreement, including, without limitation, a terms of use, end user license agreement, or privacy policy (collectively, “Other Governing Agreement”), in order to use, access, and/or download such application or other online service, both these Terms and the Other Governing Agreement will govern the use of the applicable mobile application or online service, provided that in the event of a conflict, the Other Governing Agreement will control.

Access, Use, and Restrictions

You represent, warrant, and covenant that you will access and use the Site only as set forth in these Terms. You will comply with any other applicable terms and conditions of use set forth on the Site or Other Governing Agreement, if applicable.

You acquire absolutely no rights or licenses in or to the Site and materials contained within the Site other than the limited right for you to access and use the Site in accordance with the Terms. You may not access or use the Site for any illegal purpose, to facilitate the violation of any law or regulation, or in a manner inconsistent with these Terms. Your access and use of the Site is solely for your or your company’s use and benefit. You may not copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, publish, display, perform, modify, upload to, create derivative works from, transmit, or in any way exploit any part of the Site, except as set forth in the Terms or as explicitly specified in the Site. You may download material from the Site and/or make a reasonable number of copies of the material from the Site for your or your company’s use and benefit, provided that you reproduce all copyright and other proprietary notices.

You may not access, monitor, or copy any content or information on the Site using any robot, spider, scraper, web crawler, or other automated means or any similar manual process. You may not violate the security of this Site or attempt to gain unauthorized access to the Site or computer systems or networks connected to the Site through any means.

Changes to the Site and Terms

FlexGrade may discontinue providing the Site or terminate the Terms at any time in its sole discretion and may, from time to time, modify the Terms. Any modifications to the Terms will be posted on the Site, so please check this page periodically. If you do not agree to, or cannot comply with, the modified Terms, you must stop using the Site. The updated Terms will take effect after its posting and will apply only on a going-forward basis, unless otherwise provided in a notice to you. Your continued access or use of the Site after any such update constitutes your binding acceptance of such changes.

Accessing the Site and Account Security

To access or use the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your access and use of the Site that all the information you provide on the Site is correct, current, and complete. All information you provide to register with this Site or otherwise, including, but not limited to, through the use of any interactive features on the Site, is governed by the FlexGrade Privacy Policy, found HERE.

If you choose to register, or are provided with, a username, password, or any other piece of information as part of FlexGrade’ security procedures, you must treat such information as confidential and not disclose it. Your account is personal to you and you will not provide any other person with access to this Site or portions of it using your user name, password, or other security information. You will notify FlexGrade immediately of any unauthorized access to or use of your username or password or any other breach of security. You will sign out from your account at the end of each session.

User Content

The Sites may enable you to submit, post, upload, or otherwise make available through the Sites (collectively, “post”) content such as video clips, photographs, public messages, comments, and other content (collectively, “User Content”) that may or may not be viewable by other users. Your username may be associated with any User Content that you post. You represent and warrant to FlexGrade that you have all required rights to any User Content you post on or through the Sites.

When you post User Content on or through your access or use of any of the Sites, you grant FlexGrade a world-wide, perpetual, irrevocable, royalty-free, non-exclusive, and sub-licensable license to use, copy, distribute, reproduce, modify, edit, adapt, publicly perform, publicly display, translate, create derivative works from, publish, and in any way exploit such User Content, in whole or in part, in any format or medium now known or developed in the future, including, without limitation, for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels.

Discussion Forums / Online Communities

Some of the Sites provide online communities or forums to help FlexGrade customers, prospective customers, and partners discuss FlexGrade products and services. FlexGrade will have no liability for any action or inaction by FlexGrade or any third-party content provider with respect to any conduct, communication, or posting on the Sites, and under no circumstances will FlexGrade be liable for any loss or damage of any kind caused by reliance on information obtained through postings on the Sites. FlexGrade reserves the right at all times to disclose any information it believes necessary to satisfy any law, regulation, or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, that in FlexGrade’s sole discretion are inappropriate, objectionable, or in violation of these Terms or Privacy Policy. FlexGrade is a provider of an interactive computing service as set forth in the Communications Decency Act, 47 U.S.C. §230 and expressly reserves its rights to not be treated as the publisher or speaker of any information provided by another information content provider on the Sites. By using the Site, any forum or online community, or providing any other User Content on or through the Sites, you agree to follow any usage guidelines set forth on such Site, forum, or online community.

Intellectual Property

The Site is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the United States and other countries. The Site is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. You will abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Site. You acknowledge that the Site has been developed by FlexGrade and others and constitutes valuable intellectual property of FlexGrade. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Site will, as between you and FlexGrade, at all times be and remain the sole and exclusive property of FlexGrade. All content is for general informational purposes only. We reserve the right, but do not have any obligation to monitor, remove, edit, modify or remove any content, in our sole discretion, at any time for any reason or for no reason at all.

You may not use any of FlexGrade’ trademarks without the prior written permission of FlexGrade. Use of the Site does not grant any right to any content on the Site. Subject to these Website Terms, we grant each user of the Site a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for viewing, browsing and using the functionality of the Site.

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT

FlexGrade has a policy of, in appropriate circumstances and at its discretion, terminating the accounts of users who infringe the intellectual property of others, including accounts of repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide FlexGrade’ Copyright Agent (as identified below) a notice containing the following information:

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that has allegedly been infringed;

  2. a description of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works at a single online location are covered by a single notification, a representative list of such works at that location;

  3. identification of the material that is claimed to be infringing or to be the subject of infringing activity, and a description of where that material is located;

  4. your address, telephone number, and email address;

  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

  6. a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Disclaimer of Warranties / Limitation on Liability

YOUR ACCESS OR USE OF THE SITE IS AT YOUR SOLE RISK AND ALL INFORMATION CONTAINED ON THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE.” FLEXGRADE AND ITS OFFICERS, DIRECTORS, PARTNERS, REPRESENTATIVES, EMPLOYEES, AND AGENTS (COLLECTIVELY, “FlexGrade” IN THIS SECTION) MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SITE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

TO THE EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES, PARENTS, AND SUCCESSORS AND EACH OF OUR AND THEIR EMPLOYEES, ASSIGNEES, OFFICERS, AGENTS AND DIRECTORS (COLLECTIVELY, THE “FLEXGRADE PARTIES”) DISCLAIM ALL WARRANTIES AND TERMS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE, CONTENT OR SERVICES (INCLUDING THIRD-PARTY SERVICES) ON OR ACCESSIBLE THROUGH THE SITE, INCLUDING ANY WARRANTIES OR TERMS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. IN NO EVENT SHALL THE FLEXGRADE PARTIES BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SITE FOR (A) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING) OR (B) DAMAGES IN EXCESS OF (IN THE AGGREGATE) US$100.

The content of other websites, services, goods, or advertisements that may be linked to or from the Site is not maintained or controlled by FlexGrade. FlexGrade is therefore not responsible for the availability, content, or accuracy of other websites, services, goods, or advertisements that may be linked to or from the Site.

Governing Law

The Terms will be governed and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts-of-law principles thereof. For any dispute relating to FlexGrade’s provision of and your access to or use of the Sites, you and FlexGrade will submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in New Castle County in the State of Delaware. You further will accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.

General

These Terms (including FlexGrade’s Privacy Policy and other terms incorporated by reference) constitute the entire agreement between you and FlexGrade governing your access to and use of the Site. The failure or delay of FlexGrade to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. If any provision of the Terms is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the Terms will remain in force. The obligations contained in the Terms that by their sense and context are intended to survive the performance of the Terms by either or both parties will survive the termination, cancellation, expiration, or completion of the performance of the Terms.

Contact.

If you have any questions, complaints, or claims with respect to the Site, you may contact us at ATTN: Website Feedback, c/o FlexGrade, legal@flexgrade.io.