Terms of Service

1. Who we are and what these terms cover

Grades.com ("Grades.com", "we", "us") is operated by Melen, LLC, a New Jersey limited liability company. "You" means the person who accepts these terms and, if you accept them for a business or other organization, that organization.

These terms cover everything we run under the Grades.com name (together, the "service"): this website, the dashboard at my.grades.com, the API at app.grades.com, the MCP server at mcp.grades.com, the Grades.com directory at reviews.grades.com, review pages, badges, and the emails we send.

These documents are part of these terms:

• our Privacy Policy, which explains what we do with personal information;
• the Directory and Listing Terms, if you claim or manage a listing in the directory;
• the directory's policy pages: How we rank, Where our data comes from, How we use reviews, Correct or remove a listing and the Badge terms;
• the Data Processing Agreement, for business customers whose personal data we process on their behalf;
• the pricing page as it reads when you subscribe or change plans.

If you have a signed order form or agency agreement with us, it controls where it conflicts with these terms.

Grades.com is a service for businesses and the people who work for them. It is not offered to consumers for personal use. At launch it is offered to businesses located in the United States. You must be at least 18 years old. If you accept these terms for an organization, you confirm that you are authorized to bind it.

2. Your account and your team

• Accurate details. Give us accurate information when you sign up and keep it current.
• One person per login. Do not share a login. Invite your colleagues instead; each person gets their own.
• Keep secrets secret. You are responsible for your password, your API keys and the AI clients you connect, and for everything done with them. Tell us at once if you think someone else has used them.
• Roles. The people with the owner or administrator role for a business decide who else has access to it. We may act on their instructions about that business. Members of a headquarters can see the locations attached to it.
• Locations. A business is a headquarters and the locations attached to it. Only add locations, review profiles and listings for businesses you are authorized to manage.
• Our staff. Our staff can open your account when they need to, to support you, to keep the service running and secure, and to check that these terms are followed.

3. Plans, trials and billing

Plans

We offer three plans: Starter, Pro and Premium. Starter is priced per location. Pro and Premium are priced per business, plus a per-location charge for additional locations, in volume bands published on the pricing page. The pricing page shows the current prices and what each plan includes. Features that the pricing page lists but that are not yet available in the dashboard are provided when they become available; we do not promise dates.

Trials

A new account you sign up for directly starts with a 14-day free trial with Pro features. No card is needed. Some partner offers come with a longer trial; the offer states its length. If you have not subscribed when the trial ends, the account becomes read-only ("locked"): you can still see your data, but replies, drafts and other actions stop. We keep collecting reviews for a locked location for 30 days. Subscribing unlocks it.

Billing and renewal

• Subscriptions are billed in advance, monthly or yearly, in US dollars, through our payment processor (Stripe). Prices exclude taxes; you pay any taxes that apply.
• Your subscription renews automatically at the end of each period, at the then-current price, until you cancel. You authorize us and our payment processor to charge your payment method for each renewal.
• You can change plans or cancel at any time from the billing page in the dashboard. An upgrade starts at once and the payment processor works out the difference. A downgrade takes effect at the end of the current billing period.
• Monthly plans: a cancellation takes effect at the end of the current billing period. We do not refund monthly fees, including for a partly used month or unused locations.
• Yearly plans (priced at two months free): if you cancel within 30 days of the purchase or of a renewal, we refund the unused part of the year, pro rata. After those 30 days there is no refund, and the plan runs to the end of the year you paid for.
• If a payment fails, we tell you and the plan keeps working for 14 days. After that the account is locked until the payment goes through.
• We tell you by email at least 30 days before a price increase applies to you. It takes effect at your next renewal, and you can cancel before then.
• A discount or promotion applies only on the terms stated with it, and we may end an offer for new sign-ups at any time.

Before a yearly plan renews, we email you a reminder with the renewal date and price. You can always cancel online, from the billing page, without having to call or write to us.

4. Agency accounts

A marketing agency, consultant or other service provider ("agency") can use Grades.com for the businesses it serves ("clients"). Agency pricing is agreed separately; talk to us.

• The agency confirms that each client has authorized it to add the client's business, connect its review-site accounts, reply to and report reviews for it, upload its customers' contact details, and accept these terms on its behalf.
• The agency is responsible for its own staff and for making sure its clients' use of the service follows these terms.
• Each client owns its data. If a client stops working with its agency, it can keep its account and its data and continue on its own billing at list price. We may contact a client directly about its account.
• The agency sets its own prices for its clients. It may not present itself as Grades.com or make promises for us, and it may never promise a client a grade, a ranking or a badge in the directory.

5. Review sites and other services

• Grades.com collects reviews and other public information from review sites and other third-party services, and lets you connect accounts you hold with some of them, such as a Google Business Profile or a Facebook page. Your use of those sites is governed by their own terms, and you are responsible for following them.
• What we can collect, show or do on a site depends on that site. A site may change or block access at any time, and we may stop supporting a site. We do not guarantee that every review is collected, or collected on time.
• Reviews belong to the review sites and to the people who wrote them. We give you access to them for managing your own business.
• Grades.com is not affiliated with, endorsed by or sponsored by Google, Yelp, Meta, OpenAI, Anthropic, Perplexity or any other site or company we name. Their names and trademarks belong to them.

6. AI features

Several features use AI models: reply drafts and auto-replies, the classification and policy check of each review, report drafts, review summaries, AI Reputation (asking AI assistants such as ChatGPT, Gemini, Claude and Perplexity about a business), the Competitor Map and Review Radar.

• AI output can be wrong. It can be inaccurate, incomplete, out of date or unsuitable. Read drafts before you approve them and check important facts before you rely on them.
• You are responsible for what goes out. A reply or report that you or your team approve, or that the agent posts under rules you set, is your statement, made under your business's name.
• Auto-replies (Premium) post replies within the rules you set, without waiting for approval. Our safeguards hold some drafts back for review, but they cannot catch everything. You can turn auto-replies off at any time.
• Third-party assistants. AI Reputation and the Competitor Map report what other companies' AI assistants said on a given date. We do not control those assistants, and what they said is not our statement.
• Not professional advice. Nothing in the service is legal, medical, financial or other professional advice. A report draft says why a review may break a site's rules; the site decides.
• Health care and other regulated businesses. You are responsible for the privacy and advertising rules of your profession, including HIPAA where it applies. Do not put patient or client information into reply instructions, notes or prompts. The patient-privacy rule for health-care replies is a safeguard, not a guarantee. We do not sign business associate agreements unless we agree to one in writing.
• No training on your data. We don't train AI models on your data, and our AI providers (OpenAI, Anthropic and Google) process it under paid API terms that don't allow them to train on it.

7. Actions on review sites for you

Some review sites have no way for software to post replies or file reports. Where we offer it, and only after a company administrator turns it on and accepts the consent text shown in the dashboard, Grades.com can sign in to a review-site account in a secure browser that we run, to carry out actions a person approved (for example posting an approved reply or filing an approved report) and to check once a day that the account is still signed in.

• Reports about reviews that appear to break the rules of Google, Yelp or Facebook may be filed from accounts that Grades.com owns rather than from yours. We file only reports that someone on your team approved.
• We never store the password of a connected account. We store the signed-in session, encrypted, use it only for approved actions and the daily check, and delete it when you disconnect. We keep a screenshot record of each action for 90 days.
• If a site asks for a CAPTCHA, a verification code or a new sign-in, or shows a warning about the account, we stop and ask you. We never try to get around those checks.
• Automated use of an account may be against the site's terms, and the site could limit or suspend the account. Under the consent you give when you connect it, you bear the risk of any such limit or suspension. You can disconnect at any time.
• Only approve a report when you believe in good faith that the review breaks the site's rules. Never report a review only because it is negative.

8. Rules for reviews

These rules apply to everything you do with Grades.com. They follow the FTC's rule on consumer reviews and testimonials (16 CFR Part 465) and its Endorsement Guides. Do not, and do not ask anyone else to:

• Fake reviews. Write, buy or post a review by someone who did not have the experience, post AI-written text as a customer review, or review a competitor.
• Insider reviews. Post or ask for reviews from owners, staff, their relatives or your agents without a clear disclosure of the connection.
• Paid reviews. Offer money, discounts, gifts, prize entries or anything else in exchange for a review. An incentive that depends on the review being positive is never allowed, and many review sites, including Google, forbid any incentive at all.
• Review gating. Ask only the customers you expect to be happy for a review, or send customers to a public review site or to a private feedback form depending on what they say or how they rated you.
• Suppression. Threaten a reviewer with baseless legal action, pressure or pay someone to take a review down, report an honest review as a violation, or present selected reviews in a way that hides the rest.
• Break a site's own rules. Each review site has its own policy. Some, such as Yelp, do not let businesses ask for reviews at all.

If we find that a business broke these rules, we may suspend or close its account, and the directory may leave it out of rankings as described in How we rank.

9. Review requests by email and text message

Premium includes review-request campaigns by email and text message (SMS) once they are available. This section applies if you use them; the rules for text messages apply only if you use the SMS features. When you use them, you are the sender, and you are responsible for each message and for having the right to send it. In particular:

• Only real customers. Upload contact details only of people who did business with you, which you collected lawfully and may use for this purpose.
• Email. Follow the CAN-SPAM Act and any other law that applies to the people you write to (for example Canada's CASL, or the GDPR and the UK's PECR): identify your business as the sender, use honest subject lines, include your physical postal address and a working unsubscribe link, and honor every unsubscribe. We process unsubscribes from these messages automatically.
• Text messages (if you use the SMS features). Follow the Telephone Consumer Protection Act (TCPA) and state laws: have the consent the law requires before you text anyone, identify your business in the message, honor STOP and other opt-out replies at once, and respect the time-of-day and frequency limits that apply.
• The same request for everyone. No gating and no incentives (section 8). Do not change the message depending on what you expect the customer to say.
• No sensitive details. Health-care businesses must not put health information in a request, and must follow HIPAA's rules on communications where they apply.
• Keep proof of consent and give it to us if we ask. We may limit volume, pause a campaign when bounce, complaint or opt-out rates are high, and stop sending if we believe these rules are not followed.

We send these messages on your behalf and handle your contacts only for you, as described in the Privacy Policy and the Data Processing Agreement.

10. Review pages and feedback forms

A review page is a public page on grades.com that links your customers to your profiles on review sites, with an optional private feedback form. Every visitor sees the same page with the same review sites; nothing sends happy customers one way and unhappy ones another. Do not use a review page, its links or its form to gate reviews. Messages sent through the form come to you; answer them as your business and keep them confidential.

Reviews on Grades.com

If you turn on Reviews on Grades.com, your customers can leave reviews (a star rating and, as you choose, text, photos and a video) directly on Grades.com. You pick one mode for your business, and the review form tells every reviewer which mode applies before they write:

• Public. Every review a reviewer confirms is published, whatever its rating, and counts in your Grades.com grade. You can reply, but you cannot remove, edit or hide it.
• Business chooses what to feature. You may display the reviews you select. Each one is labelled "Selected by the business", and the list carries the notice "your business chooses which Grades.com reviews to display here; they may not represent all reviews received." Featured reviews never count in your grade, ratings, review counts or badges, and you must not present them as all of your reviews or as a representative sample of them.
• Private feedback. Reviews go to you only and are never published.

Changing the mode applies to reviews received after the change. Reviews already published stay published, and private feedback is never published later. In every mode you agree to use the same review form for every customer, not to ask only customers you expect to be happy, not to offer anything in exchange for a review, and not to review your own business or have your staff do so. Only Grades.com may remove a review left on Grades.com. We do so under our Review Policy, for example for spam, harassment, personal data, a reviewer who was not a customer, or the reviewer's own request.

Sharing a video review. A reviewer who adds a video can also tick a separate sharing box. The box is optional and starts unticked. Only when it is ticked may the business share that video review on its own channels, such as YouTube, Instagram and TikTok. The business may add the reviewer's first name and last initial, the star rating, the review text as captions and its own name to the video, but must not edit it in a way that changes its meaning, present it as typical of its reviews when it is not, or offer anything in exchange for it. Healthcare businesses are responsible for any written authorization the law requires to use a patient's review in marketing. A reviewer can withdraw permission at any time by writing to support@grades.com: we then delete the share files we made, stop offering the video for sharing and tell the business to take the video down. Copies the business already posted are under its control and the platforms' terms.

11. The MCP server, the API and AI clients

• Keys. A secret API key acts as you, limited to the scopes you choose. Keep it on systems you control and never put it in front-end code. A publishable key is only for showing your public reviews on your own websites.
• Limits. The API and the MCP server have rate limits (today 120 requests a minute per key) and fair-use limits. We may change them, and we may throttle or suspend a key that puts the service or other customers at risk.
• AI clients you connect. When you connect an AI client such as Claude, ChatGPT or Cursor, the data it asks for is sent to that client and its provider under your own agreement with them. We are not responsible for what they do with it. Actions your AI client takes with the access you approved count as your actions. You can revoke access in your client or by changing your password.
• Showing reviews. If you show reviews from the API on your website or elsewhere, follow the display rules of the site each review came from.
• Not allowed: using the API or MCP server to reach businesses you are not authorized for; building a competing database or service from our data; reselling data from the service (an agency serving its own clients is fine); getting around scopes, limits or security; load testing without our permission; or using the service for anything section 8 or section 14 forbids.
• Webhooks are delivered on a best-effort basis. Check the signature on each one.
• We version the API and try to give notice before a change that breaks existing integrations, but we may change or retire an endpoint, a tool or a prompt when we need to.

12. The directory, scores and badges

• Listings. The Grades.com directory at reviews.grades.com publishes profiles of businesses from public sources, with a Grades.com Score, a letter grade and, where enough businesses qualify, monthly "Best" rankings. A business does not need to ask or agree to be listed.
• Scores are results, not endorsements. A score, grade, ranking or summary is our computed result on a date, made by software from the method we publish on How we rank. It is not a certification, a guarantee or a recommendation of any business.
• No paid placement. Nobody can pay for a ranking or a better score. A plan, a subscription, a claimed listing or a badge does not change a ranking.
• Corrections and removal. Anyone can ask us to correct a fact, and an owner can ask us to remove a business, free of charge, as described on Correct or remove a listing.
• Claimed listings are covered by the Directory and Listing Terms. Badges are covered by the Badge terms.
• Using directory data. You may link to directory pages and quote short passages with a link back. Copying lists, scores or summaries in bulk, scraping the directory, or reselling its data needs our written permission.

13. Your content and data

• Your content is what you or your team put into the service: business details, settings, tone and reply rules, replies, notes, uploaded contacts, listing edits, photos and files. You own it.
• You give us a worldwide, non-exclusive, royalty-free license to host, copy, process, display and transmit your content as needed to provide, secure and improve the service, including sending it to the providers listed in the Privacy Policy and, for content you publish on a listing, showing it in the directory as the Directory and Listing Terms describe.
• You confirm that you have the rights and consents needed for your content, and that it is accurate and lawful.
• Reviews and other data we collect from review sites are not your content; see section 5.
• We may use statistics about the use of the service and about review sites that do not identify you or any person, for example the reply rates in our review-sites guide.
• You can export your reviews from the dashboard or the API while your account is open.
• We will not name you publicly as a customer without your permission.
• If you send us ideas or feedback, we may use them without any obligation to you.

14. Acceptable use

Do not use the service to:

• break the law, or help anyone else break it;
• impersonate a person or business, or manage a business, listing or review-site account you are not authorized to manage;
• harass, threaten or try to identify reviewers, or contact them outside the review site's own tools to pressure them;
• send spam, malware or anything harmful;
• probe, scan or test the security of the service without our written permission (report vulnerabilities to the address in section 24);
• copy, reverse engineer or decompile the service, except where the law allows it;
• get around plan limits, share logins, or access the service by automated means other than the API and the MCP server;
• break export-control or sanctions laws (section 23).

15. Our intellectual property

The service, its software and design, the Grades.com Score and its method, the directory as a compilation, and the Grades.com name, logos and badges belong to us or our licensors. These terms give you a limited, non-exclusive, non-transferable right to use the service while your account is in good standing; they do not transfer any ownership. Use our logo only as shown on the brand assets page, and badges only under the badge terms.

16. Copyright complaints

If you believe material on the service infringes your copyright, send a notice to our designated agent with: your physical or electronic signature; the work you say is infringed; the material and where it is (a link); your contact details; a statement that you believe in good faith the use is not authorized by the owner, its agent or the law; and a statement, under penalty of perjury, that your notice is accurate and that you are the owner or authorized to act for the owner.

If we remove material because of a notice, the person who posted it may send a counter-notice. We close the accounts of repeat infringers where appropriate. For a wrong fact, review or summary in the directory that is not a copyright matter, use Correct or remove a listing.

17. Suspension and termination

• You can stop using the service at any time. Cancel a paid plan from the billing page; to close your account, write to us.
• We may suspend or close an account, a key or a feature if you break these terms, do not pay, put the service, other customers or the public at risk, or if the law requires it. Where it is reasonable, we tell you first and give you a chance to fix the problem.
• When an account closes, access ends. Export what you need first. We delete or anonymize account data as described in the Privacy Policy. A business's public directory listing is not part of an account and stays, unless removal is requested under the directory's removal policy.
• Sections 5, 6, 8, 12, 13 and 15 to 23 continue to apply after the agreement ends, as do any unpaid fees.

18. Changes to the service and to these terms

We improve the service all the time, and we may add, change or remove features. If we remove a major feature of a paid plan, we tell you in advance and you can cancel. We may update these terms. For a material change we give you at least 30 days' notice by email or in the dashboard. If you keep using the service after the change takes effect, the new terms apply; if you do not agree, cancel before then.

19. Disclaimers

To the extent the law allows, the service is provided "as is" and "as available", without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. We do not promise that the service will be uninterrupted or error-free, that every review will be collected, that a review site will remove a reported review, that AI output will be accurate, or that using the service will improve your ratings, grade, ranking or business.

20. Limitation of liability

To the extent the law allows: (a) neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if told they were possible; and (b) our total liability for all claims relating to the service is limited to the greater of the fees you paid us in the 3 months before the event that gave rise to the claim and US $100. These limits do not apply to fees you owe us, to your obligations under section 21 (Indemnity), or to a party's wilful misconduct or fraud. Some places do not allow these limits, so they may not apply to you in full.

21. Indemnity

You will defend and indemnify Melen, LLC and its officers, employees and agents against claims by third parties, and the resulting losses and reasonable legal fees, that arise from: your content; the replies, reports and messages you send or approve through the service; your review requests, including claims under the CAN-SPAM Act, the TCPA and similar laws; and your misuse of the service or breach of these terms or the law. We give an intellectual-property indemnity only in a signed custom contract.

22. Disputes and governing law

Please read this section carefully. It requires disputes to be resolved by individual arbitration and waives class actions and jury trials, unless you opt out.

• Talk to us first. If you have a dispute with us, write to us first. Most problems can be settled that way, and we both agree to try for 30 days before starting arbitration or a court case.
• Governing law. These terms are governed by the laws of the State of New Jersey, without regard to its conflict-of-law rules. The Federal Arbitration Act governs this arbitration agreement.
• Binding individual arbitration. Any dispute arising out of or relating to these terms or the service is resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, or under its Consumer Arbitration Rules if you are a consumer. The arbitration is seated in Bergen County, New Jersey, before one arbitrator, and hearings may be held by video or on the documents.
• No class actions, no jury. You and we may bring claims only individually, not as a plaintiff or class member in a class, collective or representative proceeding, and both waive any right to a jury trial. If this waiver is found unenforceable for a claim, that claim goes to court, not to arbitration.
• Exceptions. Either party may bring an individual claim in small-claims court, and either party may go to court for an injunction or other relief to protect its intellectual property or confidential information.
• Opting out. You can opt out of arbitration by emailing terms@grades.com within 30 days after you first accept these terms, with your name, your business and your account email, saying that you opt out of arbitration.
• Courts. Anything that is not arbitrated goes to the state courts in Bergen County, New Jersey, or the United States District Court for the District of New Jersey, and both parties consent to their jurisdiction.

23. General

• These terms, with the documents listed in section 1, are the whole agreement between you and us about the service.
• You may not transfer these terms without our written consent. We may transfer them to a company that takes over the service.
• Neither party is responsible for delays or failures caused by events outside its reasonable control.
• We send notices to the email address of your account's owner. Send notices to us at the address in section 24.
• If a court finds part of these terms unenforceable, the rest stays in effect. Not enforcing a term is not a waiver of it.
• You and we are independent parties; nothing here creates a partnership or agency relationship.
• You will comply with US export-control and sanctions laws. You may not use the service if you are located in a country subject to a US embargo, or if you are on a US government list of restricted parties.

24. Contact

Questions about these terms, notices and security reports: