Terms of Use

1. Acceptance of These Terms

1.1 Agreement. These Terms of Use (these “Terms”) govern access to and use of the GradeBot service, including its web application, APIs, integrations, documentation, and related services (collectively, the “Service”), provided by Wave AI Solutions, Inc. d/b/a GradeBot (“Wave,” “GradeBot,” “we,” “us,” or “our”).

1.2 Who may accept. By subscribing to, accessing, or using the Service, you agree to these Terms. If you use the Service on behalf of an educational institution, organization, or other entity (the “Customer”), you represent that you have authority to bind that entity, and “you” refers to that entity. The Service is intended for use by institutional personnel such as instructors, teaching assistants, staff, and administrators (“Users”). The Service is not directed to children, and Users must be at least 18 years of age.

1.3 Related documents. These Terms incorporate by reference the GradeBot Service Level Agreement (the “SLA”) for paid subscriptions, the GradeBot Privacy Policy, and, where executed, a data protection addendum such as the GradeBot FERPA Data Protection Addendum (the “DPA”).

1.4 Order of precedence. Unless a signed institutional agreement expressly states otherwise, the order of precedence is: (a) signed institutional agreement or Order; (b) signed DPA or security addendum; (c) the SLA; (d) these Terms; and (e) non-contractual product descriptions, FAQs, help materials, marketing materials, or website content. No purchase order, procurement portal term, invoice instruction, or other Customer-issued document modifies these Terms unless expressly agreed in writing by Wave.

2. The Service

2.1 Description. GradeBot is an AI-assisted grading and evaluation platform for higher education. The Service provides AI-assisted assignment grading, rubric-based scoring, feedback generation, confidence indicators, review flags, summaries, and export workflows.

2.2 Decision support only. The Service provides decision-support outputs that require human review. GradeBot does not make final grading, academic, admissions, disciplinary, or institutional decisions. Section 8 (AI Outputs; Human Review) applies to all use of the Service.

2.3 Changes to the Service. Features, models, interfaces, authentication flows, file formats, limits, export options, and integrations may change over time. Wave may modify the Service to maintain security, reliability, privacy, cost control, or product quality, and will use commercially reasonable efforts to preserve materially comparable privacy and security protections.

3. Accounts and Authentication

3.1 Account information. Users must provide accurate account information and keep it current. Authentication is provided through Microsoft-supported identity flows or other methods Wave makes available.

3.2 Credentials. Users are responsible for maintaining the confidentiality of their credentials and for all activity under their accounts. Credential sharing is prohibited. The Customer must promptly notify Wave at admin@gradebot.ai of any suspected unauthorized access.

3.3 Customer administration. The Customer is responsible for determining which Users are authorized, assigning appropriate roles, removing access when no longer appropriate, and ensuring Users comply with these Terms, institutional policies, and applicable law.

4. Subscriptions, Plans, and Billing

4.1 Plans. The Service is offered under subscription plans with defined monthly usage allocations (“Units”) and feature sets, as described in the applicable marketplace listing or signed Order. A Unit is one submission, applicant, file set, or other item evaluated by the Service, unless the applicable plan description states a different usage metric.

4.2 Marketplace purchases. Where a subscription is purchased through the Microsoft commercial marketplace, the purchase, billing, payment, renewal, and cancellation mechanics of the transaction are governed by the applicable Microsoft marketplace agreement between the Customer and Microsoft, and by the plan terms shown in the listing. Microsoft is not a party to these Terms and has no responsibility for the Service.

4.3 Direct purchases. Where a subscription is purchased directly from Wave under a signed Order, the Order governs fees, invoicing, and payment terms.

4.4 Usage limits. Unit allocations reset monthly and unused Units do not roll over unless the applicable plan or a signed Order states otherwise. Wave may apply reasonable rate, size, concurrency, and fair-use limits to protect Service integrity and cost. Usage beyond plan allocations may be blocked or may require a plan upgrade or additional purchase.

4.5 Taxes. Fees are exclusive of taxes unless stated otherwise. Where Wave bills directly, the Customer is responsible for applicable taxes, excluding taxes on Wave's income. Marketplace purchases are taxed as provided by the marketplace.

4.6 Free and trial plans. Free, trial, beta, evaluation, and pilot plans are provided “as is,” may be limited, suspended, changed, or withdrawn at any time, receive support on a best-effort basis only, and are not covered by the SLA's availability target or remedies.

5. Customer Content and Student Data

5.1 Ownership. As between the parties, the Customer owns and retains all rights in materials uploaded to the Service and outputs generated for the Customer, including assignments, submissions, rubrics, and evaluation results (“Customer Content”). Student Data means information in Customer Content or generated outputs that identifies or relates to a student or applicant, including education records, submissions, grades, scores, feedback, evaluation results, and associated metadata.

5.2 License to Wave. The Customer grants Wave a limited, non-exclusive license to host, process, transmit, display, and otherwise use Customer Content solely to provide, secure, support, and maintain the Service, to comply with law, and as otherwise permitted by a signed agreement.

5.3 FERPA School Official. For institutions subject to the Family Educational Rights and Privacy Act (FERPA), Wave operates as a School Official under 34 CFR 99.31(a)(1)(i)(B): it performs services the institution would otherwise perform internally, operates under the institution's direct control with respect to education records, uses student records only for authorized educational purposes, is subject to FERPA redisclosure restrictions, and acquires no ownership rights in student records.

5.4 Data protection commitments. Wave will not sell Student Data, will not use Student Data for targeted advertising, and will not use Student Data to train generalized artificial-intelligence foundation models or authorize any subprocessor to do so. Wave's processing of Student Data is further governed by the Privacy Policy and, where executed, the DPA.

5.5 Retention and purge. Student Data is retained in active systems for a default window of six months (180 days) from session creation, configurable per institution within a 30-to-730-day range, after which sessions are scheduled for automatic purge, as described in the SLA. The Customer is responsible for exporting needed records before purge.

5.6 Exported data. Once the Customer or a User exports data from the Service, the Customer is responsible for its storage, retention, deletion, disclosure, access control, and further use, including import into LMS, SIS, or gradebook systems.

5.7 De-identified data. Wave may create and use de-identified, aggregated, statistical, operational, usage, diagnostic, and security information that does not identify, and cannot reasonably be used to identify, a student, applicant, User, or institution, for Service operation, security, reliability, analytics, product improvement, and legitimate business purposes.

6. Acceptable Use

6.1 Prohibited conduct. The Customer and Users may not:

• reverse engineer, decompile, or attempt to extract source code, models, or prompts from the Service, except to the extent a restriction is prohibited by law;
• scrape, crawl, or harvest data from the Service, or access it by automated means outside documented interfaces;
• benchmark the Service for competitive purposes or use it to build a competing product;
• overload, stress test, load test, or penetration test the Service without Wave's prior written authorization;
• circumvent usage limits, access controls, or security measures, or share credentials;
• upload malware or unlawful, infringing, or deceptive content;
• upload data categories the Service is not authorized to process under the applicable agreement;
• misuse Student Data, or use the Service in violation of FERPA, institutional policy, or applicable law; or
• use the Service to make final automated decisions about students or applicants without human review.

6.2 Enforcement. Wave may investigate suspected violations and may throttle, suspend, or terminate access as described in Section 11, and may remove or disable content that violates these Terms or presents security, legal, or operational risk.

7. Third-Party Services

7.1 Dependencies. The Service is hosted on Microsoft Azure and relies on authorized subprocessors for functions such as cloud infrastructure, AI inference, document text extraction, and transactional email, as described in the GradeBot Subprocessor Register. Wave remains responsible for its subprocessors as provided in the applicable DPA.

7.2 Customer-connected systems. The Customer's identity provider, LMS, SIS, network, and devices are the Customer's responsibility. Third-party services are governed by their own terms, and Wave is not responsible for their acts, omissions, or availability.

8. AI Outputs; Human Review

8.1 Human-in-the-loop requirement. All grades, scores, feedback, academic determinations, and other institutional decisions must be reviewed and finalized by authorized human decision-makers. The Service provides decision-support tools only and does not make final automated decisions.

8.2 Output limitations. AI-generated outputs may be incomplete, inaccurate, inconsistent, biased, unsuitable, or inappropriate for a particular class, assignment, rubric, student, policy, or legal requirement. Confidence scores, flags, summaries, and recommendations are triage aids only.

8.3 No output warranty. Wave does not warrant that the Service will produce correct grades, correct feedback, legally compliant decisions, unbiased results, accessible results, pedagogically appropriate feedback, or outputs satisfying any particular institutional, accreditation, curriculum, academic-integrity, accessibility, or nondiscrimination requirement.

8.4 Review before distribution. The Customer and Users must review, correct, and approve outputs before relying on them, publishing them, importing them into an LMS/SIS/gradebook, distributing them to students, or using them in any academic or institutional decision.

9. Intellectual Property

9.1 Wave ownership. Wave and its licensors own the Service, including all software, models, prompts, interfaces, designs, documentation, and improvements, and all related intellectual property rights. Except for the limited rights expressly granted in these Terms, no rights are granted to the Customer.

9.2 License to Customer. Subject to these Terms and payment of applicable fees, Wave grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Service for the Customer's internal educational purposes.

9.3 Feedback. If the Customer or a User provides suggestions or feedback about the Service, Wave may use it without restriction or obligation, provided that doing so does not identify the Customer, a User, or a student without consent.

10. Confidentiality

10.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential, including Customer Content, security information, and non-public product and business information. Student Data is Customer Confidential Information.

10.2 Obligations. Each party will use the other's Confidential Information only as permitted by the applicable agreements, protect it with at least reasonable care, and limit access to personnel and contractors who need it and are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the recipient, was lawfully known without restriction, is independently developed, or is lawfully received from a third party.

10.3 Compelled disclosure. A party may disclose Confidential Information to the extent required by law, subject to reasonable advance notice to the other party where legally permitted. Nothing in this Section limits a public institution's obligations under applicable public-records laws.

11. Term, Suspension, and Termination

11.1 Term. These Terms apply from the Customer's first use of the Service and continue for the duration of the Subscription Term, including renewals.

11.2 Suspension. Wave may suspend or throttle access, in whole or in part, where reasonably necessary to address security, privacy, legal, abuse, cost, or operational risk, or where fees are unpaid. Wave will use commercially reasonable efforts to notify the Customer and to limit the suspension to what is necessary.

11.3 Termination for cause. Either party may terminate for material breach that remains uncured thirty days after written notice, or immediately where the breach is incapable of cure.

11.4 Effect of termination. Upon termination or expiration: (a) access to the Service ends; (b) the Customer should export needed Customer Content before termination or purge, as described in Section 5.5; and (c) Student Data is deleted in accordance with the retention and purge commitments in the SLA and, where executed, the DPA. Sections that by their nature should survive (including Sections 5.4, 5.6, 5.7, 8, 9, 10, 12, 13, 14, and 15) survive termination.

12. Warranties; Disclaimers

12.1 Mutual authority. Each party represents that it has the legal power to enter into these Terms.

12.2 Disclaimer. To the maximum extent permitted by law, the Service and all outputs are provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise. Wave disclaims all implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, availability, and error-free operation. The SLA states Wave's only service-level commitments, and its remedies are exclusive.

13. Limitation of Liability

13.1 Excluded damages. To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages; lost profits; lost revenues; lost goodwill; loss of data; business interruption; or academic, admissions, reputational, accreditation, accessibility, disciplinary, or consequential harm, even if advised of the possibility of such damages.

13.2 Liability cap. Except for direct damages resulting from a material breach of Wave's data protection obligations, and except for the Customer's payment obligations, each party's total aggregate liability arising out of or relating to these Terms or the Service will not exceed the greater of: (a) fees paid or payable to Wave by the Customer for the Service during the six months preceding the event giving rise to the claim; or (b) one hundred dollars ($100). Any exception applies only to direct damages and does not create liability for excluded damages.

14. Indemnification

14.1 By the Customer. To the extent permitted by applicable law, the Customer will defend and indemnify Wave against third-party claims arising from: (a) Customer Content uploaded in violation of Section 5 or 8.4; (b) use of the Service in violation of these Terms or applicable law; or (c) final academic or institutional decisions made by the Customer or its Users.

14.2 Public institution accommodation. Nothing in these Terms requires a public institution to indemnify Wave, waive sovereign immunity, or assume obligations it is legally prohibited from assuming. Any defense, indemnity, or payment obligation applicable to a public institution applies only to the extent permitted by applicable law, and liability for such claims is instead limited to the extent of the institution's legal responsibility under applicable law.

15. Governing Law; Disputes

15.1 Governing law. These Terms are governed by the laws of the State of California, excluding its conflict-of-laws rules, and the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Orange County, California, for disputes arising out of these Terms, except as stated in Section 15.2.

15.2 Public institution accommodation. Where the Customer is a public institution that is legally prohibited from accepting the governing law or venue in Section 15.1, these Terms are instead governed by the laws of the state in which the institution is located, without regard to conflict-of-laws rules, and venue lies in a court of competent jurisdiction in that state.

15.3 Injunctive relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction for actual or threatened misuse of Confidential Information, Student Data, or intellectual property.

16. Changes to These Terms

16.1 Updates. Wave may update these Terms from time to time. Material changes will be notified through the Service, by email to administrative contacts, or by posting an updated version with a revised “Last Updated” date. Material adverse changes take effect for an existing Customer at the start of the Customer's next renewal term; other changes take effect upon posting. Continued use of the Service after a change takes effect constitutes acceptance.

17. General

17.1 Entire agreement. These Terms, together with the documents incorporated by reference and any signed Order or agreement, are the entire agreement between the parties regarding the Service and supersede prior or contemporaneous understandings on that subject.

17.2 Assignment. The Customer may not assign these Terms without Wave's prior written consent, except to a successor in connection with a merger or reorganization of the institution. Wave may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets, with notice to the Customer.

17.3 Notices. Legal notices to Wave must be sent to admin@gradebot.ai. Notices to the Customer may be given by email to administrative contacts or through the Service.

17.4 Export and sanctions compliance. The Customer may not use or export the Service in violation of applicable export control or sanctions laws.

17.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, provided that this Section does not excuse the Customer's payment obligations.

17.6 Severability; waiver. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. Failure to enforce a provision is not a waiver.

17.7 Independent contractors. The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship.

18. Contact

Questions about these Terms may be directed to: