1. Acceptance of Terms

GoodGrad is a service operated by SolvedSource LLC, a Texas limited liability company.

By accessing or using GoodGrad's services, you agree to be bound by these Terms of Service. If you do not agree to these terms, please do not use our services.

Electronic Acceptance: You acknowledge and agree that by clicking "I agree," "Accept," "Sign Up," creating an account, or by accessing or using the service, you are agreeing to these Terms of Service electronically. This electronic acceptance has the same legal force and effect as a handwritten signature. You waive any rights or requirements under any laws in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records.

Authority to Bind: If you are accepting these Terms on behalf of an organization, company, school, university, or other entity, you represent and warrant that you have full legal authority to bind that entity to these Terms, and "you" and "your" shall refer to that entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the service.

2. Description of Service

GoodGrad provides graduation ceremony management software, including:

Graduate data management and import tools
QR code name card generation
Mobile scanning application
Real-time lower third display system
Ceremony queue management

3. Account Registration

To use certain features of our service, you must register for an account. You agree to:

Provide accurate and complete registration information
Maintain the security of your account credentials
Promptly notify us of any unauthorized use of your account
Accept responsibility for all activities under your account

4. Acceptable Use

You agree not to:

Use the service for any unlawful purpose
Upload false, misleading, or fraudulent graduate information
Attempt to gain unauthorized access to our systems
Interfere with or disrupt the service or servers
Reproduce, duplicate, or resell any part of the service without permission
Use the service to collect information about others without consent

5. Data and Content

Your Data: You retain ownership of all graduate data and content you upload to the service. By uploading content, you grant us a license to use, store, and display that content solely for the purpose of providing our services.

Responsibility: You are responsible for ensuring you have the right to upload and display graduate information, and that such use complies with applicable privacy laws (including FERPA for educational institutions).

Backup: While we take precautions to protect your data, you are responsible for maintaining your own backups of graduate information.

6. Payment Terms

Services are provided on a per-ceremony basis. Payment terms:

Fees are due prior to ceremony date unless otherwise agreed
All fees are non-refundable unless otherwise specified
Prices are subject to change with reasonable notice
You are responsible for any applicable taxes

7. Service Availability

We strive to maintain high availability but do not guarantee uninterrupted service. We may:

Perform maintenance that temporarily affects availability
Modify or discontinue features with reasonable notice
Suspend accounts that violate these terms

For ceremony-critical usage, we recommend testing your setup before the event and having a backup plan.

8. Intellectual Property

The GoodGrad service, including its software, design, and branding, is owned by us and protected by intellectual property laws. You may not copy, modify, or create derivative works without our permission.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
WE EXPRESSLY DISCLAIM ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS
IN NO EVENT SHALL SOLVEDSOURCE LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL
OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM
We are not responsible for technical issues during your ceremony that are beyond our reasonable control, including but not limited to internet connectivity issues, hardware failures, or third-party service outages

These limitations apply regardless of the legal theory on which any claim is based, even if we have been advised of the possibility of such damages.

Exclusions from Limitations: Notwithstanding the foregoing, the limitations of liability set forth in this Section 9 shall not apply to: (a) your gross negligence or willful misconduct; (b) your fraud or fraudulent misrepresentation; (c) your breach of Section 4 (Acceptable Use); or (d) your indemnification obligations under Section 11. In such cases, you shall be liable for all damages, losses, and expenses incurred by SolvedSource LLC without regard to the limitations set forth above.

10. Assumption of Risk and Live Event Disclaimer

BY USING GOODGRAD FOR A LIVE GRADUATION CEREMONY OR OTHER LIVE EVENT, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

Inherent Risks: Live events carry inherent technical risks, including but not limited to software failures, network interruptions, device malfunctions, and human error. No software can guarantee 100% uptime or error-free operation during live events.
Testing Requirement: You have thoroughly tested GoodGrad with your specific hardware, network, and ceremony workflow before your live event. You understand that failure to adequately test the system is done at your own risk.
Backup Procedures: You are solely responsible for maintaining backup procedures for displaying graduate information in the event of any service interruption. This may include printed name cards, manual announcement procedures, or alternative display methods.
Assumption of Risk: You voluntarily assume all risks associated with using GoodGrad during live ceremonies, including the risk of service interruptions, display errors, or complete system unavailability.
Waiver of Claims: You waive any and all claims against SolvedSource LLC for damages arising from service interruptions, technical failures, or any other issues that occur during your live ceremony, including but not limited to claims for ceremony disruption, embarrassment, reputational harm, or the need to conduct alternative procedures.

This assumption of risk is a material part of the consideration for providing you access to the GoodGrad service at its current pricing.

11. Indemnification

Your Indemnification of SolvedSource: You agree to indemnify, defend, and hold harmless SolvedSource LLC, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from your use of the service, your violation of these terms, your violation of any rights of another party, or your data uploaded to the service.

Limited IP Indemnification by SolvedSource: Subject to the limitations set forth herein, SolvedSource LLC will defend you against any third-party claim alleging that the core GoodGrad software, as provided by SolvedSource LLC, directly infringes such third party's intellectual property rights, and will indemnify you for any damages finally awarded against you (or settlements approved by SolvedSource LLC) arising from such claim. This indemnification obligation shall not apply to claims arising from: (a) your data, content, or information uploaded to or used with the service; (b) any modifications you make to the service or software; (c) your combination of the service with other products, services, or technologies not provided by SolvedSource LLC; (d) your use of the service in violation of these Terms; or (e) your continued use of allegedly infringing aspects of the service after receiving notice of the alleged infringement and a reasonable opportunity to cease such use. SolvedSource LLC's total cumulative liability under this IP indemnification provision shall not exceed the total amount you paid to SolvedSource LLC in the twelve (12) months preceding the claim. This IP indemnification states SolvedSource LLC's entire liability and your sole remedy with respect to any intellectual property infringement claims.

12. Termination

Either party may terminate this agreement at any time. Upon termination:

Your access to the service will be revoked
You may request export of your data within 30 days
We may delete your data after a reasonable retention period

13. Changes to Terms

We may modify these terms at any time. We will notify you of material changes by posting the updated terms and updating the "Last updated" date. Continued use of the service after changes constitutes acceptance of the new terms.

14. Governing Law

These terms are governed by the laws of the State of Texas, without regard to its conflict of laws principles.

15. Dispute Resolution and Arbitration

Agreement to Arbitrate: You and SolvedSource LLC agree that any dispute, claim, or controversy arising out of or relating to these Terms of Service or the use of our services shall be resolved exclusively through binding arbitration, rather than in court, except that either party may seek injunctive or equitable relief in court for intellectual property disputes.

Arbitration Rules: Arbitration shall be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Texas. The arbitrator's decision shall be final and binding.

Arbitration Fees: You agree to pay all initial filing fees required to commence arbitration. Thereafter, arbitration fees (including administrative fees and arbitrator fees) shall be allocated in accordance with the AAA Commercial Arbitration Rules. However, if the arbitrator determines that any claim you bring is frivolous, brought in bad faith, or without reasonable legal or factual basis, or if you do not prevail on any of your claims, you agree to reimburse SolvedSource LLC for all arbitration fees, administrative fees, arbitrator fees, and reasonable attorneys' fees incurred by SolvedSource LLC in connection with the arbitration.

Class Action Waiver: All disputes must be brought in the parties' individual capacity, not as a plaintiff or class member in any class or representative proceeding. You waive any right to participate in a class action lawsuit or class-wide arbitration.

Small Claims Exception: Notwithstanding the above, either party may bring an individual action in small claims court if the claim qualifies.

16. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, pandemics, epidemics, internet or telecommunications failures, power outages, strikes, or the failure of third-party service providers.

This expressly includes any technical difficulties, service interruptions, or system failures that occur during your graduation ceremony that are outside of our direct control.

17. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

18. Entire Agreement

These Terms of Service, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and SolvedSource LLC regarding the use of the GoodGrad service. These Terms supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and us relating to the subject matter hereof. No amendment or modification of these Terms shall be binding unless made in writing and signed by us.

19. No Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by SolvedSource LLC. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.

20. Assignment

You may not assign, transfer, or sublicense any of your rights or obligations under these Terms without our prior written consent. Any attempted assignment in violation of this provision shall be null and void. We may assign our rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, sale of assets, or by operation of law.

21. Statute of Limitations

Any claim or cause of action arising out of or related to your use of the service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose, or it shall be forever barred. This limitation applies regardless of whether the claim is based on contract, tort, statute, or any other legal theory.

Fraud Exception: Notwithstanding the foregoing, the one-year limitation period shall not apply to claims brought by SolvedSource LLC based on your fraud or fraudulent misrepresentation.

22. Notice of Claims

Prior to initiating any arbitration or legal proceeding against SolvedSource LLC, you must first provide us with written notice of your claim ("Notice of Claim") at least sixty (60) days before filing any arbitration demand or legal action. The Notice of Claim must be sent to [email protected] and must include: (a) your name and contact information, (b) a detailed description of the nature and basis of the claim, (c) the specific relief sought, and (d) any supporting documentation.

During this 60-day period, the parties agree to attempt in good faith to resolve the dispute informally. If we are unable to resolve the dispute within 60 days, either party may then proceed with arbitration as provided in these Terms. Failure to provide the required Notice of Claim shall result in dismissal of any arbitration or legal proceeding.

23. No Third-Party Beneficiaries

These Terms of Service are intended solely for the benefit of you and SolvedSource LLC, and nothing in these Terms shall be construed to create any third-party beneficiary rights in any other person or entity. Without limiting the foregoing, graduates, ceremony attendees, parents, family members, or any other individuals whose information may be displayed through the service shall have no rights under these Terms and may not bring any claims against SolvedSource LLC based on these Terms or the use of the service.

24. Survival

The following sections shall survive any termination or expiration of these Terms of Service: Limitation of Liability (Section 9), Assumption of Risk and Live Event Disclaimer (Section 10), Indemnification (Section 11), Governing Law (Section 14), Dispute Resolution and Arbitration (Section 15), Severability (Section 17), Entire Agreement (Section 18), No Waiver (Section 19), Statute of Limitations (Section 21), Notice of Claims (Section 22), No Third-Party Beneficiaries (Section 23), and this Survival section (Section 24). Additionally, any other provisions that by their nature should survive termination shall also survive.

25. Contact

For questions about these Terms of Service, please contact us at:

Email: [email protected]

Mailing Address:
SolvedSource LLC
[Address to be provided]
Texas