Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and MerchKart Inc., a corporation existing under the laws of the Province of Ontario, Canada ("MerchKart," "ContextGrade," "we," "us," or "our"), which owns and operates the ContextGrade product — the website at contextgrade.com, the ContextGrade Chrome extension, the ContextGrade dashboard (app.contextgrade.com), and the ContextGrade API (together, the "Service").

1. Acceptance of Terms

By visiting the website, installing the Chrome extension, or using the dashboard or API, you agree to these Terms and to our Privacy Policy. If you're using the Service on behalf of an organization, you're confirming you have the authority to bind that organization to these Terms, and "you" refers to both you and that organization. If you don't agree, don't use the Service.

2. Description of the Service

ContextGrade is a Decision Intelligence Platform. It is not project-management, ticketing, CRM, or employee-monitoring software. The Chrome extension is a human-triggered capture tool: it lets a signed-in user record a workplace decision and the reasoning behind it, optionally prompted by a small set of detected status changes on registered websites (e.g., Jira, Figma, HubSpot). The dashboard and API let your organization review, manage, and export that decision data, including AI-assisted recommendations and AI Decision Reports.

3. Eligibility

You must be at least 18 years old and able to form a binding contract to use the Service. ContextGrade is intended for business and professional use by organizations and their staff, not for personal consumer use.

4. Early Access / Beta

ContextGrade is offered, in whole or in part, on an early-access or beta basis. Features may change, be added, or be removed without notice, and we don't guarantee any particular uptime or service level during this period. Submitting an early-access or contact request doesn't guarantee approval or access — we may accept, decline, or wait-list requests at our discretion.

5. Accounts and Organizations

Access to the dashboard, extension, and API is tied to your membership in an organization's ContextGrade account ("Client"). Client administrators control who can join their organization's workspace, what role each member holds, and what data members can see. You're responsible for keeping your credentials confidential and for activity that occurs under your account. Notify us promptly at [email protected] if you suspect unauthorized use of your account.

6. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation;
• Enter passwords, payment card numbers, private messages, or other sensitive personal data into decision summaries or notes — the Service is not designed to handle that data, and you're responsible for what you choose to type into it;
• Use the Service to surveil, discipline, or score employees in a way inconsistent with its stated purpose of capturing the reasoning behind meaningful decisions;
• Attempt to reverse-engineer, decompile, scrape, or gain unauthorized access to the Service or its underlying systems;
• Use the Service in a way that violates the terms of service of any third-party website the extension operates on (e.g., Jira, Figma, HubSpot); or
• Interfere with or disrupt the integrity or performance of the Service or its related systems.

We may suspend or terminate access for any use that violates this section.

7. Decision Data and Content Ownership

As between you and your employer's Client organization, decision data, notes, and related content you submit through the Service belong to that Client organization, not to you individually or to us. You grant ContextGrade a limited, non-exclusive license to host, process, transmit, and display that content solely to provide and improve the Service, including generating the AI-assisted features described in Section 8. We don't claim ownership of your organization's decision data.

If you send us feedback or suggestions about the Service, you grant us the right to use them without restriction or obligation to you.

8. AI Features Disclaimer

Recommendations, suggested categorizations, gathered signals, and AI Decision Reports are generated using AI/ML models and are provided for informational purposes only. They may be incomplete, outdated, or inaccurate, and they do not constitute legal, financial, HR, or other professional advice. AI output is always shown together with its stated rationale, and a human must review and make the final call before acting on it — the Service does not make decisions for you or apply AI output automatically. We do not warrant the accuracy, completeness, or reliability of any AI-generated content.

9. Intellectual Property

ContextGrade, the ContextGrade logo, and the underlying software, designs, and documentation are owned by MerchKart Inc. and protected by intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your organization's internal business purposes. You may not copy, modify, distribute, sell, or lease any part of the Service, or attempt to extract its source code, except as permitted by law.

10. Third-Party Sites and Services

The Chrome extension operates on third-party websites — for example, Jira, Figma, and HubSpot — that are not affiliated with ContextGrade. We aren't responsible for the availability, content, or security of those sites, and changes those sites make to their own interfaces may affect or break the extension's detection features without notice. Your use of those third-party sites remains governed by their own terms of service.

11. Fees

Early-access use of ContextGrade is currently provided free of charge. If we introduce paid plans, pricing, billing terms, and any applicable taxes will be described separately — for example, in an order form or subscription agreement with your organization — and will govern over any conflicting statement here.

12. Termination

You may stop using the Service at any time, including by uninstalling the extension. We may suspend or terminate your access, or your organization's access, if we reasonably believe these Terms have been violated, if required by law, or if continued provision of the Service to you or your organization becomes impractical. Sections of these Terms that by their nature should survive termination (including Sections 7–9 and 13–16) will survive.

13. Disclaimers of Warranty

The Service is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We don't warrant that the Service will be uninterrupted, error-free, or fully secure, or that detection features will catch every relevant event on a given website.

14. Limitation of Liability

To the maximum extent permitted by applicable law, MerchKart Inc. and its officers, employees, and service providers won't be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising from your use of the Service, even if advised of the possibility of such damages. Our total liability for any claim arising from these Terms or the Service is limited to the greater of (a) the amount you or your organization paid us in the 12 months before the claim arose, or (b) CAD $100.

15. Indemnification

You agree to indemnify and hold MerchKart Inc. harmless from any claims, losses, or expenses (including reasonable legal fees) arising from your violation of these Terms or your misuse of the Service.

16. Governing Law and Disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. You and ContextGrade agree to submit to the exclusive jurisdiction of the courts located in Toronto, Ontario for any dispute arising from these Terms or the Service that isn't otherwise resolved informally.

17. Changes to These Terms

We may update these Terms from time to time. We'll revise the "Last updated" date above, and if a change is material, we'll provide additional notice before it takes effect. Continued use of the Service after a change takes effect constitutes acceptance of the updated Terms.

18. Miscellaneous

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect. Our failure to enforce a provision isn't a waiver of it. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. These Terms, together with the Privacy Policy and any order form or agreement between your organization and us, are the entire agreement between you and ContextGrade regarding the Service.

19. Contact Us

Questions about these Terms can be sent to [email protected]. ContextGrade is a product of MerchKart Inc., Toronto, Ontario, Canada.