GradeProof Terms Of Service
Last Updated on December 10, 2018
About the Platform
GradeProof makes available the ‘Site’ (any websites provided by GradeProof), ‘Products’ (software and mobile applications) and ‘Services’ (including, without limitation, tools to analyse and modify written text). Together, the Site, Products and Services form the GradeProof Platform (the ‘Platform’).
GradeProof reserves the right to review and change any of the Terms by updating this page at its sole discretion. When GradeProof updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.
Acceptance of the Terms
You accept the Terms by remaining on the Platform. You may also accept the Terms by:
- clicking to agree to the Terms where this option is made available to you within a Product; or
- signing up for an account with GradeProof; or
- logging in to your GradeProof Account.
Registration to use the Services
You are required to register for an account through the Platform before you can access the Services (the 'Account').
You warrant that any information you give to GradeProof in the course of completing the registration process will always be accurate, correct and up to date. You must not use a false email address, impersonate others or misrepresent your affiliation with others.
Once you have completed the registration process, you will be a registered user of the Site ('User'). As a User, you will be granted access to the Services included in your Subscription.
You may not use the Services and may not accept the Terms if:
- you are less than 13 years old (or less than 16 years old in the European Union); or
- you are not of legal age to form a binding contract with GradeProof; or
- you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.
Your obligations as a User
As a User, you agree to comply with the following:
- you will use the Platform only for purposes that are permitted by:
- The Terms; and
- Any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
- you have the sole responsibility of protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;
- any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify GradeProof of any unauthorised use of your password or email address or any breach of security of which you have become aware;
- access and use of the Platform is limited, non-transferable and allows for the sole use of the Platform by you for the purposes of GradeProof providing the Services; you will not use the Services or the Platform in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of GradeProof;
- you will not use the Services or Platform for any illegal and/or unauthorised use and/or to infringe upon the rights of others;
- you agree that any illegal and/or unauthorised use of the Services or Platform may result in termination of the Services. Appropriate legal action will be taken by GradeProof for any illegal or unauthorised use of the Site; and
- you acknowledge that any automated use of the Platform or its Services, including accessing any private APIs, is prohibited.
In order to access some features provided in the Platform (the ‘Pro Features’), a paid subscription (the ‘Subscription’) may be required.
You must pay the applicable fee for the selected Subscription (the ‘Subscription Fee’) before you are provided access to the Pro Features relevant to the Subscription you have selected.
You will be granted access to the relevant Pro Features from the time you have completed your payment, until the subscription period expires (the ‘Subscription Period’).
In purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you elect to purchase is suitable for your use.
Subscriptions are renewed automatically until cancelled by the User. This means that Users are billed for the next period of their subscription on or around the date that their current Subscription Period expires (the ‘Renewal Date’). If a User does not wish to continue their Subscription beyond their Renewal Date, they must cancel their Subscription before the Renewal Date.
The method of cancelling your subscription is dependent on the payment method used to subscribe to GradeProof:
- if you subscribed via credit card, cancellation instructions can be performed by visiting the Billing page of the Platform.
- if you subscribed through an Apple account, you will be required to turn off ‘Auto-Renewing’ in your Apple account to cancel the Subscription. Further instructions can be found in our support documentation.
Payments made in the course of your use of the Services are made using third party payment providers, including Stripe, Braintree and Apple. When making a payment in relation to your use of the Services, you warrant that you have read, understood and agree to be bound by the terms and conditions of the relevant payment provider, which are available on their respective websites.
You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee.
GradeProof will only provide you with a refund of the Subscription Fee in the event they are unable to provide the Services, or if the management of GradeProof makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances. Where this occurs, the proportion of the Subscription Fee refunded will be in the proportional amount of the Subscription Period that remains unused by the User (the ‘Refund’).
GradeProof does not provide a Refund for change of mind. It is the responsibility of the User to ensure that the Subscription they have chosen is appropriate before paying the Subscription Fee.
To ensure the availability of the Services to all Users, the following Fair Use provisions apply to your use of the Platform:
- You may not analyse text longer than 10,000 words per document.
- You may not analyse more than 100 documents or 50,000 words in any 24 hour period.
- You may not analyse more than 500 documents or 150,000 words in any 30 day period.
- If plagiarism checking is an included feature in your Subscription, you may not perform more than 50 plagiarism checks per month, unless otherwise agreed in writing.
Platform – Availability and Security
The Platform is hosted on virtual servers located at and managed through third party data centre(s) (the ‘Data Centre’).
The availability of the Platform (including business continuity and data recovery measures) is under the control of the Data Centre.
From time to time GradeProof will conduct preventative and remedial maintenance on the Platform and in respect of the infrastructure it deploys in the provision of the Platform ('Scheduled Maintenance').
GradeProof will endeavour to give reasonable notice of any planned downtime for the Platform.
Subject to GradeProof’s obligations under this Agreement in respect of Privacy Obligations and confidentiality and compliance with other relevant Laws, GradeProof reserves the right to monitor the operation of the Platform to enable GradeProof to perform its obligations and exercise its rights under these Terms.
‘User Data’ refers to your own text, documents or other information which you submit to Gradeproof’s Service in order to receive intelligent proofreading. User acknowledges that, notwithstanding business continuity and disaster recovery policy of the Data Centre, User Data may be lost and not capable of being recovered. The User must ensure that it has taken all appropriate measures to preserve a back-up copy of any User Data.
Copyright, Intellectual Property and User Data
The Platform, the Services and all of the related products of GradeProof are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Platform (including but not limited to text, graphics, logos, button icons, video images, audio clips, websites, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by GradeProof or its contributors.
All trademarks, service marks and trade names are owned, registered and/or licensed by GradeProof.
GradeProof does not grant you any other rights whatsoever in relation to the Platform. All other rights are expressly reserved by GradeProof.
GradeProof retains all rights, title and interest in and to the Platform and all related Services.
You may not, without the prior written permission of GradeProof and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms.
You warrant and represent that you either own, or have a valid, enforceable licence to all User Data submitted to GradeProof.
All intellectual property rights to the User Data remain the property of the User.
By entering or uploading any User Data, you grant to GradeProof, to the extent permitted by applicable laws, a non-exclusive, royalty-free, perpetual, worldwide, irrevocable license to use any User Data, as well as feedback and results, for the purposes of:
- providing the Platform and the Services; and
- for improving the quality of the Platform and the Services generally.
GradeProof has a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Platform any general suggestions, enhancement requests, recommendations or other feedback provided by Users.
Please note: Any cessation of the use of the Platform or Services shall not result in the termination or expiration of the two above licences.
Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded. However, the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted by law.
Subject to this clause, and to the extent permitted by law:
- all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
- GradeProof will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
Use of the Platform and the Services is at your own risk. Everything on the Platform and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of GradeProof make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of GradeProof) referred to on the Platform. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
- failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
- the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);
- delays, interruptions, service failures and other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of GradeProof;
- costs incurred as a result of you using the Platform, the Services or any of the products of GradeProof; and
- the Services or operation in respect to links which are provided for your convenience.
Limitation of liability
GradeProof's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
Termination of Contract
The Terms will continue to apply until terminated by either you or by GradeProof as set out below.
If you want to terminate your Account, you may do so by:
- cancelling any active Subscriptions you have; and
- deleting all downloaded apps or plugins from GradeProof that are used to access the Platform and/or services; and
- contacting GradeProof with to request deletion of your Account. Your notice should be sent, in writing, to GradeProof by sending an email to firstname.lastname@example.org
GradeProof may at any time, terminate the Terms with you if:
- You have breached any provision of the Terms or intend to breach any provision;
- GradeProof is required to do so by law;
- the provision of the Services to you by GradeProof is, in the opinion of GradeProof, no longer commercially viable.
Subject to local applicable laws, GradeProof reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Platform or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts GradeProof’s name or reputation or violates the rights of another party.
On termination of your Account, the platform will cease to be available to the User.
GradeProof has no obligation to return to any User any User Data submitted to the Platform. GradeProof will have no obligation to maintain any Works submitted to the Platform but may do so at its discretion.
If this Agreement is terminated, then the User will remain liable to pay to GradeProof and GradeProof is entitled to recover from the User all Fees that fall due for payment before termination and have not been paid.
You agree to indemnify GradeProof, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
- all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with any data you provide to the Platform and/or Services;
- any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or
- any breach of the Terms.
The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
Independent Legal Advice
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.
GradeProof Pty Ltd
ACN: 604 347 659