Terms of Service

Effective Date: 16 October 2026

Last Updated: 16 October 2026

1. Introduction and Acceptance

These Terms of Service (the "Terms") govern access to and use of the Gradwate websites, applications, training-management platform, WhatsApp learning service, and related services (collectively, the "Services").

The Services are provided by IDARA MEDIA LLC, a United States limited liability company with its business headquarters in Sarasota, Florida, operating as Gradwate ("Gradwate", "we", "us", or "our").

By creating an account, accessing or using the Services, purchasing a subscription or other offering, or accepting these Terms on behalf of an organisation, you agree to these Terms and acknowledge the Gradwate Privacy Policy. If you accept these Terms for an organisation, you represent that you have authority to bind it. If you do not agree, do not use the Services.

A separately executed order form, service quote, statement of work, data-processing agreement, creator agreement, or other written agreement may contain additional terms. If such an agreement expressly conflicts with these Terms, the separately executed agreement controls to the extent of that conflict.

2. B2B Service and Account Roles

Gradwate is primarily a business-to-business training-management platform. Businesses, training providers, educational institutions, and other organisations use the Services to deliver and manage training for their learners, employees, contractors, customers, or programme participants.

For these Terms:

• an "Organisation" is a customer that owns or administers a Gradwate workspace;
• an "Administrator" is a person authorised to manage an Organisation's workspace;
• a "Learner" is a person enrolled in or given access to training;
• an "Authorised Progress Contact" is a person approved to receive reports about a linked Learner, such as a manager, supervisor, programme sponsor, client representative, or, where relevant, parent or guardian; and
• a "User" means any person accessing the Services, including Administrators, Learners, creators, and Authorised Progress Contacts.

An Organisation is responsible for its Administrators and for activity carried out through its workspace, except to the extent caused by Gradwate's breach of its obligations.

3. Description of the Services

Depending on the selected plan, configuration, and separately purchased services, Gradwate may provide:

• Organisation workspaces and role-based administration;
• programme, course, module, and assessment authoring;
• learner, team, and cohort enrolment;
• WhatsApp and web-based training delivery;
• scheduled lessons, reminders, and interactive learning progression;
• automated and AI-assisted explanations, grading, content generation, and coaching;
• online assessments and browser-based proctored examinations;
• progress, outcome, cohort, and authorised-contact reporting;
• certificate generation and public verification;
• protected-content delivery, watermarking, and access controls;
• subscriptions, individual purchases, invoicing, and creator payouts; and
• implementation, programme-setup, or related professional services where separately ordered.

Features, capacity, usage allowances, support, and availability vary by plan and configuration. We may improve or modify the Services, subject to applicable law and any express commitments in an order or other agreement.

4. Eligibility, Authority, and Accounts

4.1 Organisation accounts

To create or administer an Organisation workspace, you must have legal authority to act for the Organisation, provide accurate information, keep it current, and ensure that workspace access is given only to authorised persons.

4.2 Individual accounts

Users must provide accurate information, keep authentication methods secure, and promptly notify Gradwate of suspected unauthorised access. An individual account may not be shared or used to impersonate another person. Certificates and examination attempts are personal to the named Learner.

4.3 Minors

The Services are not intended for a child under 13 to create an independent account without the involvement and authorisation of a parent, guardian, school, or other organisation legally permitted to act for the child.

An Organisation enrolling minors represents that it has provided all required notices and obtained all authorisations or consents required by applicable law. A minor must not participate in camera-based proctoring unless all legally required parent or guardian notices and consents have been obtained.

4.4 Account security

Users are responsible for safeguarding passwords, devices, WhatsApp accounts, one-time codes, and other credentials. Gradwate may invalidate sessions or require additional verification when reasonably necessary to protect an account or the Services.

5. Organisation Responsibilities

Each Organisation is responsible for:

• configuring and administering its workspace and access permissions;
• lawfully enrolling Learners and appointing Administrators and Authorised Progress Contacts;
• the accuracy and legality of information and materials it submits;
• obtaining rights and permissions needed for its training content;
• providing required privacy, employment, education, and monitoring notices;
• establishing a lawful basis for processing Learner and contact information;
• ensuring its WhatsApp and other communications are authorised and lawful;
• defining appropriate learning objectives, assessment standards, passing scores, retake rules, and certificate criteria;
• reviewing automated or proctoring results before making consequential employment, disciplinary, licensing, or similar decisions; and
• complying with laws and industry requirements applicable to its programmes.

Unless separately agreed in writing, Gradwate provides technology and related support; it does not independently accredit, approve, or validate an Organisation's course content, educational quality, employment requirements, or regulatory compliance.

6. Learner and User Responsibilities

Users must:

• access only accounts, programmes, and information they are authorised to use;
• follow applicable programme, assessment, and examination instructions;
• provide accurate information when requested;
• protect account and access credentials;
• respect other Users and their rights; and
• promptly report suspected security incidents or unauthorised access.

The Organisation providing a programme is generally responsible for its content, eligibility rules, assessment policy, completion decisions, and the use it makes of Learner results.

7. WhatsApp and Communications

Gradwate supports training, authentication, reminders, support, and reporting through WhatsApp and connected web experiences. These features depend on Meta's infrastructure, policies, technical availability, template approvals, and messaging requirements. Gradwate does not control Meta and cannot guarantee uninterrupted or timely message delivery.

Organisations must comply with applicable WhatsApp Business requirements and must have the permission and lawful basis needed to contact each recipient. WhatsApp delivery may be subject to plan allowances, provider charges, geographic limitations, or reasonable controls against abuse and excessive use.

Users may use supported opt-out commands or controls for eligible reminders and reports. Opting out of a communication does not necessarily cancel an account, subscription, required training assignment, or underlying record.

8. Authorised Progress Reporting

An Organisation or Learner may nominate an Authorised Progress Contact to receive progress reports, where this feature is enabled. A nominated contact must complete any required confirmation or verification before reports begin.

The Organisation is responsible for deciding who is an appropriate recipient and what reporting is lawful in the relevant employment, training, education, or sponsorship context. Users must not nominate a person without authority or use the reporting feature to harass, monitor, or disclose information unlawfully. Contacts may pause or decline eligible reports using the available controls.

9. Content and Intellectual Property

9.1 Organisation and creator content

Organisations and creators retain ownership of content they lawfully upload or create. They grant Gradwate a worldwide, non-exclusive, royalty-free licence to host, store, process, reproduce, adapt for technical delivery, transmit, display, protect, and otherwise use that content as reasonably necessary to provide the authorised Services. Any use of customer content for public promotion requires separate permission or an applicable creator agreement.

Each submitting party represents that it has all rights and permissions required for its content and that the content does not violate law or third-party rights.

9.2 Gradwate technology

Gradwate and its licensors retain all rights in the Services, software, designs, documentation, trademarks, templates, and proprietary technology. No ownership interest is transferred under these Terms.

Subject to payment and compliance with these Terms, Gradwate grants the customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Services during the applicable service period for its authorised internal training and programme-management purposes.

9.3 Protected content

Some materials may be access-controlled, watermarked, or logged to prevent and investigate unauthorised copying. Users must not remove a watermark, bypass an access control, scrape protected materials, or copy, record, sell, publish, or redistribute content except as expressly authorised by its owner.

9.4 User submissions and feedback

Users retain rights in lawful submissions such as answers, reviews, and feedback. Users grant Gradwate the rights reasonably necessary to operate the Services and fulfil the applicable programme. Gradwate may use non-confidential suggestions and feedback to improve the Services without compensation or attribution.

10. Assessments, Automated Features, and AI

Gradwate provides tools for creating, administering, grading, and reviewing assessments. Organisations remain responsible for assessment content, suitability, scoring rules, passing requirements, retakes, and consequential decisions.

The Services may use automated rules and Anthropic's Claude service to grade free-text answers, generate explanations or draft questions, provide learning feedback, and assist with preliminary identity review. AI-generated content and AI-assisted results can be incomplete or incorrect and should be reviewed where accuracy is important.

A User may contact admin@gradwate.com to contest an AI-assisted grade or request review of an identity or examination decision. Organisations must not rely solely on an automated output for a decision that legally requires meaningful human review.

11. Proctored Examinations

Where an Organisation enables a proctored examination, the candidate will receive a specific notice and consent request before proctoring begins. Proctoring currently may involve:

• an identity-document image and selfie;
• periodic camera snapshots;
• tab visibility, full-screen, paste, and related examination events;
• device-based face-presence signals; and
• an identity-review status and integrity score.

The device-based face detector counts faces in a frame and is not used to identify a person. AI may assist with preliminary review of an identity document and selfie, but it is not biometric face matching or liveness detection.

A candidate who does not provide the required consent or camera access cannot take that proctored examination, but may continue using other available Services. Proctoring assists integrity review but does not guarantee that every instance of misconduct will be detected or that every signal indicates misconduct.

An examination may be warned, flagged, ended, disqualified, or routed to review based on configured rules and recorded events. The Organisation remains responsible for interpreting the available evidence and making consequential decisions. Candidates may request review through the contact in Section 10.

Proctored examinations require a supported browser, a working camera, and a sufficiently stable connection. We will act reasonably in response to a verified platform failure, but do not guarantee rescheduling or a refund for failures caused by a User's device, permissions, connection, or failure to follow instructions, except where required by law or the applicable purchase terms.

12. Certificates and Verification

Gradwate enables Organisations to issue certificates to eligible Learners. Public verification may confirm that a corresponding certificate record exists and may display limited credential information, including the holder's name, issuing Organisation, programme, issue date, verification status, and whether a relevant examination was proctored.

A Gradwate verification result does not by itself establish government accreditation, professional licensing, regulatory approval, employment fitness, or recognition by a third party. The issuing Organisation is responsible for the accuracy and appropriateness of its credential decisions.

Gradwate or the issuing Organisation may revoke or correct a credential issued through error, fraud, impersonation, cheating, payment reversal, or unauthorised activity. Suspension or closure of an account does not automatically revoke a valid historical certificate.

13. Plans, Orders, and Fees

Paid access may include Organisation subscriptions, Learner subscriptions, individual programme or certificate purchases, usage-based charges, and separately quoted professional services.

Prices, currencies, taxes, billing periods, included capacity, usage allowances, and other commercial terms are those displayed at checkout or stated in the applicable order, accepted service quote, or agreement. Except where expressly stated, fees do not include taxes that the customer is legally required to pay.

The customer authorises Gradwate and its payment provider to process the disclosed charge. Payment processing is currently supported through Paystack. Gradwate does not store full payment-card numbers.

14. Renewals, Cancellation, and Refunds

14.1 Automatic renewal

Automatic renewal applies only when it is clearly presented and selected or otherwise expressly authorised. The checkout terms identify the plan, price, currency, billing interval, and renewal arrangement accepted for that transaction.

14.2 Cancelling renewal

A customer may disable automatic renewal through the available account controls or by contacting us. Cancellation stops future renewal charges but does not ordinarily terminate access before the end of the already-paid service period.

14.3 Failed payments

If a payment fails or becomes past due, Gradwate may retry or request payment, notify the customer, restrict paid features, or suspend access after any applicable notice or grace period. Gradwate is not required to increase limits or continue paid features for an unpaid period.

14.4 Refunds and disputes

Unless a specific refund right is stated at checkout, in an order, accepted service quote, or other agreement, fees are non-refundable to the extent permitted by law. This does not limit any refund, cancellation, cooling-off, or other remedy required by applicable law.

Cancelling automatic renewal is not a refund. Refunds, disputes, duplicate charges, provider reversals, and chargebacks may require investigation and are processed through the payment provider. A refund is not complete until confirmed by the provider. Gradwate may suspend or revoke access or a paid credential associated with a refunded, reversed, fraudulent, or charged-back payment.

Requests should be sent to admin@gradwate.com with the Organisation name and relevant payment reference. Do not send full card details.

14.5 Plan changes

Upgrades, downgrades, added capacity, and other changes are subject to the options and terms shown when requested. A downgrade may reduce features or capacity at the time stated in the applicable change terms.

15. Creator and Marketplace Terms

If Gradwate permits a creator to publish or sell content, the creator is responsible for content rights, accuracy, required disclosures, taxes, and compliance with applicable law. Revenue share, approval, payout timing, refund allocation, and other commercial terms must be established in a separate creator agreement or programme terms.

Gradwate may review, reject, unpublish, or remove content that violates these Terms, creates legal or security risk, or does not meet applicable platform requirements. Availability of creator and marketplace features is not guaranteed under every plan.

16. Professional and Implementation Services

Programme setup, content production, migration, consulting, or other implementation services require an accepted quote, statement of work, or other written order defining scope, assumptions, customer dependencies, deliverables, fees, review periods, and cancellation terms.

Changes outside the agreed scope may require a revised quote or change order. Delays caused by missing customer content, access, approvals, or feedback may change the delivery schedule. A professional-services payment does not alter a software subscription unless the applicable order expressly says it does.

17. Acceptable Use

Users and Organisations must not:

• use the Services for unlawful, fraudulent, deceptive, or abusive purposes;
• upload malware or harmful code;
• probe, scan, or test security without written authorisation;
• attempt unauthorised access to an account, workspace, system, or another Organisation's information;
• defeat rate limits, plan restrictions, access controls, watermarking, proctoring, or other security measures;
• scrape, reverse-engineer, decompile, or extract source code except to the limited extent a restriction is prohibited by law;
• send spam, unsolicited messages, or communications prohibited by WhatsApp or applicable law;
• upload or distribute content that is unlawful, threatening, defamatory, infringing, or otherwise violates another person's rights;
• harass, impersonate, exploit, or endanger another person;
• cheat, collude, share protected examination material, use unauthorised assistance, or obtain a credential for another person;
• falsify training, assessment, identity, completion, or certificate information;
• use public verification to facilitate harassment, discrimination, or unlawful profiling; or
• interfere with the security, integrity, performance, or availability of the Services.

Gradwate may investigate suspected violations and preserve or disclose relevant information as permitted by law.

18. Data Protection and Confidentiality

Gradwate's processing of personal information is described in the Privacy Policy. Where Gradwate processes information for an Organisation, a data-processing agreement or additional data terms may apply.

Each Organisation is responsible for determining whether it may lawfully submit personal information and instruct Gradwate to process it. Each party will use reasonable measures to protect the other party's non-public confidential information and will use it only to perform or receive the Services, exercise rights under the agreement, or comply with law.

Confidentiality obligations do not apply to information that the recipient can demonstrate was lawfully public, already known without restriction, independently developed without use of the confidential information, or lawfully received from another source without a duty of confidentiality.

19. Third-Party Services

The Services depend on third-party systems such as Meta/WhatsApp, Paystack, hosting and storage providers, Anthropic, email delivery, error monitoring, analytics, and security services. Those providers may have their own terms and privacy practices.

Gradwate is not responsible for a third party's independent conduct or for interruptions outside Gradwate's reasonable control, but remains responsible for its own obligations under applicable law and binding agreements.

20. Availability, Support, and Changes

We aim to provide reliable Services, but maintenance, security events, internet failures, provider outages, and other interruptions may occur. Unless a separate service-level agreement expressly states otherwise, Gradwate does not guarantee a specific uptime percentage or uninterrupted availability.

We may perform maintenance, apply updates, and change or discontinue a feature. Where reasonably practical, we will provide notice of a material change that adversely affects paid use. We will not materially reduce an expressly purchased commitment during its paid term without an appropriate contractual basis or remedy required by law.

Support channels and response targets, if any, are those stated in the applicable plan or order. General support is available through admin@gradwate.com.

21. Suspension and Termination

Gradwate may suspend or restrict access where reasonably necessary because of a material breach, unlawful or fraudulent activity, a security threat, unauthorised access, messaging abuse, non-payment, risk to other users or the Services, or a legal requirement.

Where appropriate and legally permitted, Gradwate will provide notice and a reasonable opportunity to cure. Immediate action may be taken where delay could cause harm, compromise security, expose Gradwate or another person to liability, or violate law or provider requirements.

An Organisation may request closure subject to its order, renewal commitments, outstanding fees, required billing cancellation, and lawful retention obligations. Termination does not remove obligations accrued before termination.

Following termination, information is handled under the Privacy Policy, applicable data-processing terms, lawful retention requirements, and verified deletion procedures. Gradwate does not promise indefinite access to a terminated workspace or permanent storage of its content. Customers should export required information before termination where an export is available.

Sections concerning fees owed, intellectual property, confidentiality, disclaimers, liability, indemnification, disputes, and other provisions that by their nature should survive will remain effective after termination.

22. Disclaimers

To the extent permitted by law and except for an express commitment in a separate written agreement, the Services are provided "as is" and "as available." Gradwate disclaims implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Gradwate does not warrant or guarantee:

• a particular learning, assessment, employment, compliance, or business outcome;
• that Organisation content or an assessment is accurate or suitable for a particular purpose;
• accreditation, licensing, regulatory recognition, or third-party acceptance of a certificate;
• uninterrupted, error-free, or completely secure operation;
• detection of every instance of cheating, impersonation, or misconduct;
• that AI-generated or automated output will always be complete or correct; or
• uninterrupted operation of WhatsApp, payment networks, or other third-party services.

Nothing in these Terms excludes a warranty or remedy that cannot lawfully be excluded.

23. Limitation of Liability

To the maximum extent permitted by law:

1. neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, business opportunity, or anticipated savings, arising from or related to the Services; and
2. Gradwate's total aggregate liability arising from or related to the Services will not exceed the fees paid or payable by the applicable customer to Gradwate for the Services giving rise to the claim during the 12 months preceding the event giving rise to liability.

These limitations do not apply to liability that cannot legally be limited or excluded. A separately executed agreement may provide different liability terms.

24. Indemnification

To the extent permitted by law, an Organisation will defend, indemnify, and hold harmless IDARA MEDIA LLC and its officers, employees, and agents from third-party claims, damages, liabilities, and reasonable legal costs arising from:

• the Organisation's content, programmes, instructions, or use of the Services;
• its unlawful collection, submission, disclosure, or use of personal information;
• its infringement of intellectual-property or other third-party rights;
• its unlawful or unauthorised communications; or
• its material breach of these Terms.

This obligation does not apply to the extent a claim was caused by Gradwate's breach, negligence, wilful misconduct, or violation of law. The indemnified party must provide reasonable notice and cooperation and must not settle a claim in a manner that admits fault or imposes a non-monetary obligation on the indemnifying party without consent.

25. Changes to These Terms

We may update these Terms for legal, security, product, or operational reasons. The revised version will be published with a new "Last Updated" date. We will provide reasonable additional notice of a material change where required by law or contract.

Changes do not retroactively remove accrued rights. If applicable law requires consent to a change, the change will not apply until the required consent is obtained. Continued use after the effective date of an otherwise valid update constitutes acceptance.

26. Governing Law and Disputes

These Terms are governed by the laws of the State of Florida, United States, without regard to conflict-of-law principles, except to the extent mandatory law requires otherwise.

Before filing a formal proceeding, the parties will attempt in good faith to resolve the dispute by written notice to admin@gradwate.com describing the issue and requested resolution. If the dispute is not resolved within 30 days, either party may pursue available remedies.

Unless a separately executed agreement provides otherwise, and subject to mandatory law, the state courts located in Sarasota County, Florida, and the federal courts with jurisdiction over Sarasota County will have exclusive jurisdiction, and each party consents to the applicable venue.

Nothing in this section prevents either party from seeking urgent injunctive or equitable relief to protect security, confidential information, or intellectual-property rights.

27. Miscellaneous

• Entire agreement: These Terms, the Privacy Policy, the applicable checkout or order terms, and any expressly incorporated agreement form the agreement governing the Services.
• Order of precedence: A separately executed agreement controls only to the extent it expressly conflicts with these Terms.
• Assignment: A customer may not assign its agreement without Gradwate's prior written consent. Gradwate may assign it in connection with a merger, reorganisation, financing, sale of assets, or transfer of the Services, subject to applicable law.
• No waiver: Failure to enforce a provision is not a waiver.
• Severability: If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions continue in effect.
• Force majeure: Neither party is liable for delay caused by events beyond its reasonable control, except that this does not excuse payment obligations already due.
• No partnership: These Terms do not create a partnership, joint venture, employment, fiduciary, franchise, or agency relationship between the parties.
• Notices: Legal notices to Gradwate must be sent to the contact in Section 28. Operational notices may be delivered through the Services, WhatsApp, or email associated with the account.
• Language: The English version controls if a translation conflicts with it.

28. Contact Information

For questions, support, billing matters, appeals, or legal notices, contact:

• Gradwate
• Legal entity: IDARA MEDIA LLC
• Business headquarters: Sarasota, Florida, United States
• Email: admin@gradwate.com
• Website: https://www.gradwate.com