Terms of Use

Last Updated: June, 2025

These Web Services (as defined below) are owned and operated by Grade Potential, LLC and its affiliates (collectively, “Grade Potential,” “we,” “our,” and “us”). 

These terms of use (“Terms of Use”) govern the use by any user residing in or accessing any Web sites or online services that we own and control (“users,” “you,” “your”), including any Web site or mobile application, that posts a link to these Terms of Use, and any interactive features, widgets, plug-ins, applications, content, downloads and other services that we may own and control and make available to Users through any Web sites that we own and control and to which we post a link to these Terms of Use, including any services or any self-service platform we offer (collectively, the “Web Services”), regardless of how you access or use them, whether via personal computers, mobile devices or otherwise (each a “Device”). To the extent that we provide you notice on the Web Services of different or additional terms of use or if you access our Web Services from a different jurisdiction outside of the United States, those additional or jurisdiction-specific terms shall govern your use of any Web Services.  

Your use of the Web Services constitutes your agreement to these Terms of Use.  If you log into a registered account or otherwise take any action that signifies your agreement, express or implied, to these Terms of Use, then you also agree to the Terms of Use then in effect each time you do so. 

In addition to reading these Terms of Use, please review our Web site Privacy Policy, which applies to our collection, use and sharing of your information on the Web Services. If you do not agree to the terms of our Privacy Policy or these Terms of Use, please do not access or otherwise use this website or any information or content contained on the Web Services.

These Terms of Use may be revised by us periodically at any time. It is your responsibility each time you visit the Web site to review carefully the current terms and conditions of use that govern Users’ continued use of the Web Services and access to Site Content (as defined below), to determine if we have modified the Terms of Use, and to review any modified Terms of Use. When we modify these Terms of Use we will update the effective date above. Your use of the Web Services following the posting of an updated Terms of Use constitutes your irrevocable acceptance of such Terms of Use as modified. Each and every time you access and use the Web Services you agreed, and shall be deemed to have agreed, to the then current applicable Terms of Use. 

As a condition of your use of the Web Services and access to Site Content, you warrant to us that you will not use the Web Services for any purpose that is unlawful or prohibited by these Terms of Use or applicable law or reproduce or distribute any portions of the Web Services or Site Content for any commercial use, except as expressly authorized herein.

Intellectual Property.

The design of the Web Services and their content, including the text, information, data, software, scripts, graphics, photos, sounds, videos, music, interactive features, products, materials, services and the like and any trademarks, service marks and logos contained therein (“Site Content”), are the exclusive property of or are licensed to Grade Potential or one of its affiliates and are protected by applicable copyright and other intellectual property laws. Grade Potential hereby grants you a limited, non-exclusive, revocable, non-sublicensable, and non-transferrable license to view and download the Site Content only for your personal use, provided that you retain all copyright and other proprietary notices on any permitted copies of the materials. In order to protect the intellectual property rights of Grade Potential, you represent, warrant and covenant that you will not copy, reproduce, modify, adapt, display, perform, publish, create derivative works from, store, translate, sell, rent, or otherwise exploit these Web Services or any of the Site Content. Grade Potential reserves all rights not expressly granted to you in and to the Web Services and the Site Content under these Terms of Use.  You further represent, warrant, and covenant that you will not engage in any use, copying, or distribution of any of the Site Content, whether manually or by using a robot, scraper, crawler or any other automated device or process, other than as expressly permitted herein or as reasonably necessary for you to use the Web Services for its intended purpose, including any use, copying, posting, or distribution of any Site Content for any commercial purposes.  It is understood that you in no way will obtain any ownership interest or other right in any of the Site Content.

The display of any trade names, trademarks, service marks, logos, or domain names on these Web Services or Site Content does not imply that a license of any kind has been granted to you with respect to such trade names, trademarks, service marks, logos, or domain names, except as explicitly stated herein. Any unauthorized downloading, re-transmission or other copying or modification of trade names, trademarks, service marks, logos or domain names may be a violation of trademark laws and could subject you to legal action.

Web Services Use and Restrictions.

Any unauthorized use by you of these Web Services for any purpose is prohibited. For purposes of these Terms of Use, authorized use includes your actions to carry out, fulfill or implement any contract or agreement of any type that you may have entered into with Grade Potential in a manner consistent with the terms of any such contract or agreement. We may suspend or terminate the availability or your use of the Web Services (and any elements or features of it), in whole or in part, for any reason, and at any time, in our sole discretion, and without advance notice or liability to you, subject to any rights you may have as set forth in any contract or agreement between you and Grade Potential.

In order to protect the intellectual property rights of Grade Potential, you represent, warrant and covenant that (exclusive of any actions you may undertake to carry out, fulfill or implement any contract or agreement between you and Grade Potential in a manner that is consistent with any such contract or agreement), you will not: (i) engage in any activities through or in connection with our Web Services that are unlawful or attempt to or actually are offensive or abusive or harm any individuals or entities  or that violate any right of any third party, or are otherwise objectionable to Grade Potential in its sole discretion; (ii) reverse engineer, decompile, disassemble, reverse assemble or modify any Web Services source or object code or any software or other products, services or processes accessible through any portion of our Web Services; (iii) engage in any activity that interferes with another user’s access to our Web Services or the proper operation of our Web Services, or otherwise causes harm to our Web Services, Grade Potential or other users; (iv) use Site Content in a manner that suggests an unauthorized association with any of our products, services or brands; (v) interfere with or circumvent any security or access feature of our Web Services; or (vi) otherwise violate these Terms of Use or applicable law.

Grade Potential may make content, functionality or areas of the Web Services available to both the general public and to holders of registered accounts or to only holders of registered accounts.  If you sign up for such an account, you represent, warrant and covenant that you will keep the login credentials and passwords issued by Grade Potential or selected by you confidential.  When you register or first log in, you understand that you will (a) furnish factual, correct, current and complete information with regards to yourself as may be requested by the data registration process, and (b) maintain and promptly update your registration and profile information in an effort to maintain accuracy and completeness at all times. It is understood that you are responsible for maintaining the secrecy and confidentiality of your password and you are solely responsible for activities regarding your account and password (including activities by third parties using your user name and password or using a login session you commenced). If you think there has been unauthorized use of your account or password, you represent, warrant and covenant to immediately notify Grade Potential and cooperate without charge to resolve the issue, and you confirm by your signature below that you will not attempt to gain unauthorized access to any Web site information or area within our Web Services, including by using another individuals login credentials or by attempting to circumvent any security measures in the Web Services.

Information made available to you through portions of the Web Services accessible only when logged in to a registered account may be confidential and proprietary information of Grade Potential and you agree to maintain the confidentiality of any such information.  If you hold a registered account, Grade Potential authorizes you to download, copy, distribute and use such information for yourself and only for the intended purposes authorized by Grade Potential and/or set forth in any agreement or contract you have entered into with Grade Potential.  

Security and Communications.

You should be aware that the Internet is not secure. If you choose to send any electronic communications by means of these Web Services, you do so solely at your own risk, and in doing so you consent to receive communications from us electronically. Grade Potential does not guarantee that electronic communications will not be intercepted or changed or that they will reach the intended recipient securely. Further, please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any applicable legal requirement that such communications be in writing.

Links to Third Party Websites.

These Web Services may contain hyperlinks to Web sites operated by persons or entities other than Grade Potential or any of its affiliates. Such hyperlinks are provided for your reference and convenience only. Please be aware that Grade Potential does not monitor, endorse or accept responsibility for the content on such Web sites or the operator or operations of such Web sites. You are solely responsible for determining the extent to which you may use any content or services provided at any other Web sites that you might link to from these Web Services. You agree not to hold Grade Potential responsible or liable for the content or operation at any other Web site to which you might link from these Web Services. Selected content on Grade Potential’s Web Services is provided by a third party. Grade Potential has no control over, and takes no responsibility for supplementing, correcting or updating that information. Furthermore, Grade Potential makes no warranties or representations to you of any kind whether with respect to such third-party content’s accuracy, completeness, timeliness or otherwise. Grade Potential has no obligation to correct or update that information and shall not be liable to you for damages of any kind arising out of your access, inability to access or reliance upon any information contained or services offered in these other Web sites.

Disclaimers.

YOUR ACCESS TO AND USE OF THESE WEB SERVICES IS AT YOUR SOLE RISK. YOU ARE ENTIRELY LIABLE FOR YOUR ACTIVITIES. GRADE POTENTIAL DOES NOT WARRANT TO YOU THE ACCURACY, COMPLETENESS, TIMELINESS, AVAILABILITY, USEFULNESS OR OTHER CHARACTERISTICS OF THE WEB SERVICES OR ANY SITE CONTENT. THESE WEB SERVICES AND THE INFORMATION ON IT ARE PROVIDED SOLELY ON AN “AS IS” AND “AS AVAILABLE” BASIS. GRADE POTENTIAL MAKES NO REPRESENTATION OR WARRANTY TO YOU OF ANY KIND, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. GRADE POTENTIAL DOES NOT WARRANT TO YOU THAT THESE WEB SERVICES ARE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS.

GRADE POTENTIAL SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, TO YOU FOR ANY LOSS OR DAMAGE, INCLUDING ANY LOST PROFITS, LOST REVENUE LOST SAVINGS OR ANY DIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, CAUSED BY YOUR USE OF, OR RELIANCE ON, OR INABILITY TO USE OR ACCESS, OR DELAYS IN, OR INACCURACIES OR ERRORS OR DEFECTS OR OMISSIONS IN, THE WEB SERVICES, WHETHER RESULTING FROM IMPAIRED OR LOST DATA, SOFTWARE OR COMPUTER FAILURE OR ANY OTHER CAUSE, REGARDLESS OF THE CLAIM AS TO THE NATURE OF THE CAUSE OF ACTION, AND EVEN IF GRADE POTENTIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

You hereby expressly and irrevocably release Grade Potential and its affiliates from any and all liability or responsibility for any damage caused, directly or indirectly, to you or any third party as a result of use of these Web Services or the Site Content, including any content or file downloaded or accessed. You specifically acknowledge that Grade Potential and its affiliates shall not be liable for your User Submissions, any claim relating to the defamatory, offensive, harmful or illegal conduct or content of any third party, and that the risk of harm or damage from the foregoing rests entirely with you.

You agree that any cause of action or claim you may have against Grade Potential or any of its affiliates arising out of or relating to these Terms of Use or the Web Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

See below under “Exclusions and Limitations; Consumer Protection Notice‎” for potential exclusions and limitations in your jurisdiction to the above disclaimers.

Indemnification.

You agree to defend, indemnify and hold Grade Potential and its officers, directors, members, shareholders, predecessors, successors, employees, agents, contractors, subsidiaries and affiliates, harmless from any liability, damages, demands, settlements, loss, claims, actions, and/or costs and expenses including attorneys’ fees made against Grade Potential and any of the above persons and entities by any third party due to or arising out of your use of these Web Services or this Site, the Site Content, and/or your uploading of any content, if available, as it may change from time to time, as well as your violation of these Terms of Use.  Grade Potential reserves the right, on notice to you, to assume exclusive defense and control of any claim or action subject to indemnification by you, without relieving you of your indemnification obligations hereunder. Upon learning of a third-party claim that your use violates or allegedly violates a third party’s rights, you agree promptly to notify Grade Potential in writing. You agree to cooperate in good faith with us as reasonably required in the defense of any such claims, and you shall not in any event settle any such claim or matter without the prior written consent of Grade Potential.

See below under “Exclusions and Limitations; Consumer Protection Notice‎” for potential exclusions and limitations in your jurisdiction to the above indemnification provision.

No Waiver

Except as expressly set forth in these Terms of Use, (a) no failure or delay by you or Grade Potential in exercising any of rights, powers or remedies under these Terms of Use will operate as a waiver of that or any other right, power or remedy, and (b) no waiver or modification of any term of these Terms of Use will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

Severability and Interpretation

If any provision of these Terms of Use is for any reason deemed invalid, unlawful, void or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms of Use, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms of Use (which will remain in full force and effect). Any waiver of any provision of these Terms of Use must be in writing signed by an authorized representative of Grade Potential to be valid. A waiver of any provision hereunder shall not operate as a waiver of any other provision, or a continuing waiver of the same provision in the future. To the extent permitted by applicable law, you agree to waive, and you hereby irrevocably waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms of Use, the word will be deemed to mean “including, without limitation.”

Ability to Accept Terms of Use

You affirm that you are the age of majority in your jurisdiction and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. The Web Services not intended for children under the age of eighteen (18). If you are under 18 years of age, then you musts exit now and may not use the Web Services.

Applicable Law and Dispute Resolution.  

These Terms of Use will be governed by, construed and enforced solely in accordance with the laws of the State of Florida without giving effect to its principles of conflicts of law or the application of any law of any other jurisdiction. 

Exclusions and Limitations; Consumer Protection Notice.

If you are a consumer, the provisions in these Terms of Use are intended to be only as broad and inclusive as is permitted by the laws of your state of residence or jurisdiction. Certain states, like New Jersey, have heightened consumer protection laws that may make certain terms of these Terms of Use inapplicable to you. Specifically, if you are a New Jersey consumer, certain of these Terms of Use do not limit or waive your rights as a consumer under New Jersey law and the provisions in these Terms of Use, as they pertain to you, are intended to be only as broad and inclusive as is permitted by the laws of the State of New Jersey. No provision of these Terms of Use shall limit or waive your rights as a consumer under the law of your state of residence. In any event, Grade Potential reserves all rights, defenses and permissible limitations under the law of your state of residence or jurisdiction.

User Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information that you provide to Grade Potential (“User Submissions”) are not confidential and you grant Grade Potential a worldwide, royalty-free, perpetual, irrevocable, sublicensable, transferable license to distribute, publish, modify, edit, create derivative works or otherwise use your User Submissions. Grade Potential shall be entitled to the unrestricted use and dissemination of these User Submissions for any purpose, commercial or otherwise, without any acknowledgement of or compensation to you.

Contact Us

If you have any questions regarding our Terms of Use, practices, or your use of our Web Services, please contact us at: 

Grade Potential, LLC
6278 N Federal Hwy, 34
Fort Lauderdale, FL, 33308, US

All other feedback, comments, requests for technical support and other communications relating to the Web Services should be directed to questions@gradepotential.com.