Terms of Service

1. Acceptance of Terms

By accessing or using Gradefy ("the Service"), operated by Redwood Global Partners LLC, a company registered in the United Arab Emirates, trading as Gradefy ("we", "us", "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree, do not use the Service. We may update these Terms at any time by posting the revised version on this page. Material changes will be communicated via email or an in-app notification at least 30 days before they take effect. Continued use after the effective date constitutes acceptance.

2. Description of Service

Gradefy is a review management platform that allows businesses ("Clients") to collect, manage, moderate, and display customer reviews. The Service includes embeddable review widgets, review collection tools (email invitations, QR codes, direct links), analytics dashboards, API access, and related features as described on our website.

3. Account Registration

To use the Service, you must create an account and provide accurate, complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at info@gradefy.app of any unauthorized use. You must be at least 18 years old to create an account.

4. Acceptable Use

You agree not to:

• Submit fake, misleading, or fraudulent reviews
• Solicit, purchase, or incentivize reviews without clear disclosure
• Post reviews on your own business profiles (self-reviews)
• Selectively suppress or hide negative reviews to misrepresent your rating
• Use the Service to harass, abuse, defame, or threaten others
• Attempt to circumvent security measures, rate limits, or access controls
• Use automated tools to scrape, crawl, or collect data from the Service without written permission
• Reverse engineer, decompile, or disassemble any part of the Service
• Use the Service for competitive analysis or to build a competing product
• Interfere with or disrupt the Service or its infrastructure
• Violate any applicable laws, regulations, or third-party rights
• Impersonate any person or entity
• Include personal data (email addresses, phone numbers, physical addresses) in review content
• Send unsolicited review invitations in violation of applicable anti-spam laws (e.g., ePrivacy Directive, CAN-SPAM)

Violation of this section constitutes a material breach and may result in immediate suspension or termination of your account without notice.

5. Review Content & Licensing

Reviews submitted through the Service are the intellectual property of their respective authors. By submitting a review, the reviewer grants Gradefy and the reviewed business a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, display, reproduce, distribute, and create derivative works from the review in connection with the Service, including syndication to third-party platforms (e.g., Google, social media).

This license survives account deletion and subscription termination. Reviews remain publicly visible after the Client's account is closed.

Clients may not alter, fabricate, or misrepresent the content of reviews. We reserve the right to remove, edit, or refuse publication of any review at our sole discretion.

6. Review Authenticity & Integrity

Gradefy is committed to review integrity. We employ automated detection systems to identify and remove fraudulent, spam, or inauthentic reviews. We also provide a reporting mechanism for users and businesses to flag suspicious content.

In compliance with the EU Omnibus Directive (Directive 2019/2161):

• We disclose how reviews are collected, verified, and published
• Reviews are not verified as originating from actual purchasers unless explicitly marked as "Verified"
• Negative reviews are not suppressed or selectively hidden
• Incentivized or sponsored reviews must be clearly disclosed by the Client

Clients who solicit fake reviews or engage in review fraud may have their accounts terminated immediately and permanently.

7. Payments & Billing

Paid plans are billed in advance on a monthly or annual basis. All prices are listed in Euros (EUR) and are exclusive of applicable taxes (including VAT). You are responsible for providing accurate billing information.

• Auto-renewal: Subscriptions renew automatically at the end of each billing period unless cancelled before the renewal date. We will notify you at least 14 days before renewal.
• Price changes: We may change prices with at least 30 days' advance notice. Price changes take effect at the next renewal period.
• Upgrades & downgrades: Plan changes take effect immediately and are prorated for the remainder of the billing period.
• Late payments: Overdue invoices accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower).
• Suspension for non-payment: We may suspend your access to the Service if payment is overdue by more than 14 days. Widgets will continue to display existing reviews during suspension.
• Payment processing: Payments are processed securely through Stripe. We do not store credit card details on our servers.

8. Cancellation & Refunds

You may cancel your subscription at any time through your account settings or Stripe customer portal. Upon cancellation:

• Your account remains active until the end of the current billing period
• No refunds are provided for partial billing periods, except where required by applicable law
• Your data (including reviews) is retained for 90 days, after which it may be permanently deleted
• You may request a data export during the retention period

EU right of withdrawal: If you are a consumer within the European Union, you have the right to withdraw from a distance contract within 14 days of purchase without giving any reason. To exercise this right, contact us at info@gradefy.app. If you have actively used the Service during the withdrawal period, a proportional charge may apply.

9. Data Processing & Privacy

Your use of the Service is subject to our Privacy Policy, which describes how we collect, use, and protect personal data.

When the Client uses the Service to collect reviews from end users, the Client acts as the Data Controller and Gradefy acts as the Data Processor under the General Data Protection Regulation (GDPR). Our Data Processing Agreement (DPA) is incorporated into these Terms by reference.

The DPA covers: controller/processor roles, sub-processor management, data subject rights, breach notification (within 72 hours), data retention and deletion, technical and organizational security measures, and EU Standard Contractual Clauses (SCCs) for international data transfers.

10. Data Export & Portability

In accordance with the EU Data Act, you may request a full export of your data (reviews, reviewer information, analytics) at any time. Exports are provided in a structured, commonly used, machine-readable format (JSON/CSV) within 30 days of request. Upon termination, you have 90 days to request data export before permanent deletion. We impose no contractual or technical barriers to switching providers.

11. API Usage

API access is available on eligible plans as described on our pricing page. By using the API, you agree to the following:

• API rate limits are enforced per plan tier. Exceeding limits may result in temporary throttling
• You are responsible for securing your API keys and may not share them with unauthorized parties
• Data retrieved via the API is subject to the same content licensing and usage terms
• We may deprecate API versions with at least 90 days' notice
• We reserve the right to suspend API access for abuse or excessive usage that impacts other users

12. Intellectual Property

The Service, including its software, algorithms, design, branding, trademarks, and documentation, is owned by Gradefy and protected by intellectual property laws. You may not copy, modify, distribute, or reverse-engineer any part of the Service without our written consent.

You retain all intellectual property rights in your business data and content uploaded to the Service.

Feedback: If you provide suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use and incorporate such feedback without any obligation to you.

13. Third-Party Services

The Service integrates with third-party platforms including Google (for structured data and rich snippets), Stripe (for payments), and email delivery providers. These services are governed by their own terms and privacy policies. We are not responsible for the availability, accuracy, or practices of third-party services. You are responsible for complying with third-party terms when using integrations (e.g., Google's structured data guidelines).

14. Indemnification

Client indemnifies Gradefy: You agree to indemnify, defend, and hold harmless Gradefy from any claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) your use of the Service, (b) your violation of these Terms, (c) review content you solicit or publish, (d) your violation of any law or third-party rights, or (e) claims by your end users or customers.

Gradefy indemnifies Client: We will indemnify you against third-party claims alleging that the Service itself (excluding Client content) infringes the intellectual property rights of a third party, provided you promptly notify us, cooperate in the defense, and allow us to control the proceedings.

15. Limitation of Liability

To the maximum extent permitted by applicable law, Gradefy shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, business opportunity, or goodwill, whether incurred directly or indirectly, resulting from your use of the Service.

In no event shall Gradefy's total aggregate liability exceed the amount you have paid to Gradefy in the twelve (12) months preceding the event giving rise to the claim. If no payments have been made, our maximum liability is EUR 100.

Nothing in these Terms excludes or limits liability for (a) death or personal injury caused by negligence, (b) fraud or fraudulent misrepresentation, or (c) any liability that cannot be excluded or limited under applicable EU law.

16. Disclaimer of Warranties

The Service is provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not guarantee that the Service will be uninterrupted, secure, or error-free. We do not warrant the accuracy of review content submitted by third parties. We do not guarantee that the Service will improve your search engine rankings, website traffic, or business outcomes. You use the Service entirely at your own risk. Gradefy assumes no responsibility for any decisions you make based on data, reviews, or analytics provided through the Service.

17. Service Availability

We use commercially reasonable efforts to maintain high availability of the Service. However, we do not guarantee specific uptime percentages. Scheduled maintenance will be communicated in advance where practicable. We are not liable for service interruptions caused by factors beyond our reasonable control. Enterprise customers may negotiate separate SLAs with uptime commitments and service credits.

18. Discontinuation of Service

Gradefy reserves the right to modify, suspend, or permanently discontinue the Service (or any part thereof) at any time, with or without notice. In the event of permanent discontinuation, we will provide at least 30 days' advance notice and make your data available for export. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service. No refunds will be issued for the remaining subscription period unless required by applicable law.

19. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, war, terrorism, strikes, government actions, epidemics, power or internet outages, or failures of third-party services. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.

20. Termination

Either party may terminate these Terms:

• For convenience: by cancelling the subscription through account settings, effective at the end of the current billing period
• For cause: if the other party materially breaches these Terms and fails to cure the breach within 30 days of written notice
• Immediately: if the other party becomes insolvent, ceases operations, or commits an incurable material breach (including fraud or AUP violations)

Upon termination: (a) your access to the Service ceases, (b) you may request data export within 90 days, (c) reviews remain publicly visible, (d) outstanding fees become immediately due. Sections 5, 12, 14, 15, 16, 19, and 21 survive termination.

21. Governing Law & Disputes

These Terms are governed by the laws of Finland, without regard to conflict of law provisions. For business customers, any disputes shall be resolved by the courts of Helsinki, Finland.

For consumer customers within the EU, you retain the right to bring proceedings in your country of residence. You may also use the EU Online Dispute Resolution platform to resolve disputes online.

22. Miscellaneous

• Entire agreement: These Terms, together with the Privacy Policy and DPA, constitute the entire agreement between you and Gradefy.
• Severability: If any provision is found unenforceable, the remaining provisions remain in full force and effect.
• Waiver: Failure to enforce any right does not constitute a waiver of that right.
• Assignment: You may not assign these Terms without our prior written consent. We may assign our rights in connection with a merger, acquisition, or sale of assets.
• Notices: We will send notices via email to the address associated with your account. You are responsible for keeping your email address current.

23. Contact

For questions about these Terms, contact us at info@gradefy.app.