Service and License Terms

These Service and License Terms ("Agreement") constitute a binding contract between you ("Customer," "you," or "your") and GradeMySite ("Company," "we," "us," or "our"). This Agreement governs your access to and use of the GradeMySite website audit and monitoring services, including all related tools, reports, APIs, and documentation (collectively, the "Services").

By accessing or using the Services, creating an account, or clicking "I Agree" or a similar button, you acknowledge that you have read, understood, and agree to be bound by this Agreement, effective as of April 24, 2026.

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES. YOUR CONTINUED USE OF THE SERVICES FOLLOWING THE POSTING OF ANY CHANGES TO THIS AGREEMENT CONSTITUTES ACCEPTANCE OF THOSE CHANGES.

1. Definitions

• "Authorized User" means any individual who is authorized by Customer to use the Services through Customer's account, for whom Customer has purchased a subscription (if applicable), and who has been supplied user credentials by Customer or on Customer's behalf.
• "Company IP" means the Services, Documentation, Reports (excluding Customer Data contained therein), and all intellectual property provided to Customer or any Authorized User in connection with the Services, including all technology, software, algorithms, user interfaces, trade secrets, techniques, designs, inventions, works of authorship, and other tangible and intangible technical material or information underlying or forming any part of the Services.
• "Customer Data" means any data, information, or material provided or submitted by Customer or any Authorized User to the Services in the course of using the Services, including but not limited to URLs submitted for audit, account information, white-label branding configurations, and payment information.
• "Documentation" means any manuals, instructions, specifications, or other documents or materials that Company provides or makes available to Customer in any form or medium describing the functionality, components, features, or requirements of the Services.
• "Reports" means the audit reports, monitoring summaries, competitor analyses, and any other output generated by the Services based on Customer Data and publicly available website information.
• "Services" means the GradeMySite website audit, monitoring, and reporting platform made available by Company, including all features, tools, APIs, and related services.
• "Third-Party Products" means any third-party products, services, or integrations provided with, integrated into, or accessible through the Services, including but not limited to Stripe for payment processing, Clerk for authentication, and Anthropic for AI-generated analysis.
• "Website" means the GradeMySite website located at grademysite.com and any related subdomains.

2. Access and Use

2.1 Provision of Access. Subject to the terms and conditions of this Agreement and Customer's payment of all applicable Fees, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term solely for Customer's internal business purposes in accordance with the terms of this Agreement and any applicable Documentation.

2.2 Documentation License. Subject to the terms and conditions of this Agreement, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

2.3 Downloadable Software. To the extent any component of the Services is provided as downloadable software (such as tracking scripts or browser extensions), Company grants Customer a non-exclusive, non-transferable, non-sublicensable license during the Term to install and use such software solely in connection with Customer's authorized use of the Services and in accordance with this Agreement.

2.4 Use Restrictions. Customer shall not, and shall not permit any Authorized User or third party to:

• Copy, modify, or create derivative works of the Services, Documentation, or any component thereof;
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Services available to any third party, except as expressly permitted under the white-label features of the Services;
• Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part;
• Access or use the Services for purposes of competitive analysis, benchmarking, or building a competitive product or service;
• Remove, alter, or obscure any proprietary notices from the Services or Documentation;
• Use the Services in any manner that violates any applicable law, regulation, or governmental order or decree, or that infringes upon the rights of any third party; or
• Use the Services to transmit any virus, worm, defect, Trojan horse, or any items of a destructive nature, or to conduct any activity that could damage, overburden, impair, or disrupt the Services.

2.5 Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Company may monitor Customer's use of the Services and collect, compile, and use data and information related to Customer's use of the Services in aggregated and anonymized form ("Aggregated Statistics"). As between the parties, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Company. Customer acknowledges that Company may use Aggregated Statistics to compile statistical and performance information related to the provision and operation of the Services.

2.6 Reservation of Rights. Company reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Company IP.

2.7 Suspension. Company may, directly or indirectly, and by use of any means, suspend, terminate, or otherwise deny Customer's or any Authorized User's access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if: (a) Company receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Company to do so; or (b) Company believes, in its sole discretion, that (i) Customer or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted, (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities, or (iii) this Agreement expires or is terminated. This Section does not limit any of Company's other rights or remedies, whether at law, in equity, or under this Agreement.

3. Customer Responsibilities

3.1 Acceptable Use Policy. Customer shall use the Services only for lawful purposes and in accordance with this Agreement. Customer shall not use the Services: (a) in any way that violates any applicable federal, state, local, or international law or regulation; (b) to engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Services; (c) to send, knowingly receive, upload, download, use, or re-use any material that does not comply with this Agreement; or (d) to impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity.

3.2 Account Use. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users.

3.3 Customer Data. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Customer represents and warrants that Customer has all rights necessary to submit Customer Data to the Services, including but not limited to the right to submit URLs for audit. Customer shall not submit any data that it does not have the right to submit or that would violate any applicable law or regulation.

3.4 Passwords and Access Credentials. Customer is responsible for keeping all account credentials and passwords confidential and secure. Customer shall immediately notify Company of any unauthorized use of its account or any other breach of security. Company will not be liable for any loss or damage arising from Customer's failure to comply with this Section.

3.5 Third-Party Products. The Services may integrate with or provide access to Third-Party Products. Company does not control and is not responsible for Third-Party Products. Customer's use of Third-Party Products is governed by the terms and conditions and privacy policies of the applicable third-party providers. Company makes no warranties or representations regarding any Third-Party Products and shall have no liability arising from Customer's use of any Third-Party Products.

4. Fees and Payment

4.1 Fees. Customer shall pay Company the fees set forth on the applicable pricing page or as otherwise agreed in writing ("Fees"). All Fees are non-refundable except as expressly set forth in this Agreement. If Customer fails to make any payment when due, without limiting Company's other rights and remedies: (a) Company may charge interest on the past due amount at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, calculated from the date such payment was due until the date paid; and (b) Customer shall reimburse Company for all reasonable costs incurred by Company in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees.

4.2 Subscription Plans. Subscription-based Services (including monitoring and agency plans) automatically renew for successive periods equal to the initial subscription period unless either party gives written notice of non-renewal at least thirty (30) days prior to the end of the then-current subscription period. Subscription Fees are billed in advance and are non-refundable. No refunds or credits will be issued for partial subscription periods, upgrade or downgrade refunds, or unused Services during an active subscription period.

4.3 Fee Changes. Company reserves the right to change Fees at any time upon at least thirty (30) days' prior written notice to Customer (which may be provided via email or through the Services). Fee changes will take effect at the start of the next subscription renewal period following the notice. Customer's continued use of the Services after a fee change takes effect constitutes Customer's agreement to pay the modified Fees.

5. Confidential Information

5.1 Definition. "Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, trade secrets, business plans, pricing information, customer lists, technical data, product designs, and financial information.

5.2 Exceptions. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

5.3 Non-Disclosure. The Receiving Party shall not disclose or otherwise make available the Disclosing Party's Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall use the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information of like kind, but in no event less than reasonable care. The obligations set forth in this Section shall survive for a period of five (5) years following the disclosure of the Confidential Information, provided that obligations with respect to trade secrets shall survive for as long as such information remains a trade secret under applicable law.

6. Privacy Policy

Company's collection, use, and disclosure of personal information in connection with the Services is described in Company's Privacy Policy, available at /privacy. Customer acknowledges that Company may collect, use, and disclose personal information as described in the Privacy Policy, as may be updated from time to time. The Privacy Policy is incorporated into this Agreement by reference.

7. Intellectual Property Ownership; Feedback

7.1 Company Ownership. Customer acknowledges that the Services, Documentation, and all Company IP are and shall remain the exclusive property of Company. All rights, title, and interest in and to the Services, including all related intellectual property rights, are and shall remain with Company. This Agreement does not convey to Customer any rights of ownership in or related to the Services, Company IP, or any intellectual property rights.

7.2 Customer Data Ownership. As between Customer and Company, Customer owns all right, title, and interest in and to Customer Data. Customer hereby grants Company a non-exclusive, royalty-free, worldwide license to use, copy, store, transmit, display, and modify Customer Data solely as necessary to provide the Services and generate Reports in accordance with this Agreement.

7.3 Feedback. If Customer or any Authorized User provides Company with any suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Services ("Feedback"), Customer hereby assigns to Company all right, title, and interest in and to such Feedback. Company shall be free to use, copy, modify, publish, or redistribute Feedback for any purpose and in any way without credit, compensation, or acknowledgment to Customer.

8. Customer Warranty and Warranty Disclaimer; Non-Reliance

8.1 Customer Warranty. Customer represents and warrants that: (a) Customer has the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding obligation on Customer; (c) Customer has the legal right to submit all Customer Data to the Services; and (d) all Customer Data is accurate, complete, and not misleading.

8.2 WARRANTY DISCLAIMER. THE SERVICES, REPORTS, AND DOCUMENTATION ARE PROVIDED "AS IS" AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, REPORTS, OR DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. ALL THIRD-PARTY PRODUCTS ARE PROVIDED "AS IS."

8.3 NON-RELIANCE. THE REPORTS AND FINDINGS GENERATED BY THE SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE PROFESSIONAL ADVICE, INCLUDING BUT NOT LIMITED TO LEGAL, TECHNICAL, SECURITY, OR BUSINESS ADVICE. CUSTOMER ACKNOWLEDGES THAT THE SERVICES USE ARTIFICIAL INTELLIGENCE AND AUTOMATED ANALYSIS TOOLS THAT MAY PRODUCE INACCURATE, INCOMPLETE, OR OUTDATED RESULTS. CUSTOMER SHALL NOT RELY SOLELY ON THE SERVICES OR REPORTS FOR ANY BUSINESS, LEGAL, SECURITY, OR TECHNICAL DECISIONS. COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY FOR DECISIONS MADE OR ACTIONS TAKEN BY CUSTOMER OR ANY THIRD PARTY BASED ON THE SERVICES OR REPORTS.

9. Indemnification

9.1 Company Indemnification. Company shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim alleging that Customer's use of the Services in accordance with this Agreement infringes or misappropriates such third party's intellectual property rights (an "IP Claim"). The foregoing obligation does not apply to the extent that the alleged infringement arises from: (a) Customer Data or Customer's use of the Services in combination with data, software, hardware, or technology not provided by Company; (b) modification of the Services by anyone other than Company; or (c) Customer's use of the Services other than in accordance with this Agreement and the Documentation.

9.2 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim concerning: (a) Customer Data or Customer's use of the Services in violation of this Agreement; (b) Customer's breach of any representation, warranty, or obligation under this Agreement; (c) Customer's violation of any applicable law or regulation; or (d) any negligent or wrongful act or omission of Customer or any Authorized User.

10. Limitations of Liability

10.1 EXCLUSION OF DAMAGES. IN NO EVENT WILL COMPANY OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

10.2 CAP ON LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID AND/OR PAYABLE TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE THOUSAND DOLLARS ($1,000), WHICHEVER IS GREATER. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. Term and Termination

11.1 Term. This Agreement commences on the date Customer first accesses or uses the Services and continues until terminated as set forth herein (the "Term").

11.2 Termination. (a) Company may terminate this Agreement for convenience upon thirty (30) days' prior written notice to Customer. (b) Either party may terminate this Agreement, effective upon written notice to the other party, if the other party materially breaches this Agreement and such breach remains uncured for a period of seven (7) days after the breaching party's receipt of written notice thereof. (c) Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent for it or for all or substantially all of its property or assets.

11.3 Effect of Termination. Upon any expiration or termination of this Agreement: (a) all rights, licenses, and authorizations granted to Customer hereunder shall immediately terminate; (b) Customer shall immediately cease all use of the Services and Documentation; (c) Customer shall pay Company any Fees owed prior to the effective date of termination; and (d) upon Customer's written request made within thirty (30) days after the effective date of termination, Company shall use commercially reasonable efforts to provide Customer with a copy of Customer Data in a commonly used format, after which Company may delete Customer Data in accordance with its standard policies.

11.4 Survival. The rights and obligations of the parties set forth in Sections 1 (Definitions), 5 (Confidential Information), 7 (Intellectual Property Ownership; Feedback), 8 (Customer Warranty and Warranty Disclaimer; Non-Reliance), 9 (Indemnification), 10 (Limitations of Liability), 11.3 (Effect of Termination), 11.4 (Survival), 14 (Governing Law and Jurisdiction), and 15 (Miscellaneous), and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, shall survive any such termination or expiration.

12. Modifications

Company reserves the right to modify this Agreement at any time. If Company makes material changes to this Agreement, Company will notify Customer by updating the "Effective Date" at the top of this page and, where practicable, by providing notice through the Services or via the email address associated with Customer's account. Customer's continued access to or use of the Services following the posting of modified terms constitutes Customer's acceptance of the modifications. If Customer does not agree to the modified terms, Customer must stop using the Services and terminate this Agreement.

13. Governing Law and Jurisdiction

This Agreement and any disputes arising out of or related to this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws provisions. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in the Commonwealth of Massachusetts, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

14. Miscellaneous

14.1 Entire Agreement. This Agreement, together with the Privacy Policy and any other documents incorporated herein by reference, constitutes the sole and entire agreement between Customer and Company regarding the Services and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

14.2 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and addressed to Company at steve@grademysite.com. Notices sent by email shall be deemed effective on the date sent if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient.

14.3 Electronic Communications. By using the Services, Customer consents to receiving electronic communications from Company. These electronic communications may include notices about applicable Fees, transactional information, and other information concerning or related to the Services. Customer agrees that any notices, agreements, disclosures, or other communications that Company sends electronically will satisfy any legal communication requirements, including that such communications be in writing.

14.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable under any applicable law, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent. If such modification is not possible, the relevant provision shall be severed, and the remaining provisions of this Agreement shall continue in full force and effect.

14.5 No Waiver. No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

14.6 Assignment. Customer shall not assign or transfer any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Company. Any purported assignment, transfer, or delegation in violation of this Section is null and void. Company may freely assign or transfer its rights or delegate its obligations under this Agreement without restriction. Subject to the foregoing, this Agreement is binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.

Related Policies

• Terms of Service
• Privacy Policy