# Website Grader Kit: Commercial License Agreement **Version 1.0, effective September 23, 2026** This Commercial License Agreement (the "Agreement") is between **Scroll Theory Media LLC**, an Ohio limited liability company ("Scroll Theory", "we", "us"), and the person or business entity that purchases, downloads, installs or uses the Software ("Licensee", "you"). If you accept this Agreement on behalf of a business, you confirm you have authority to bind that business, and "you" means the business. **By purchasing, downloading, installing, copying or using the Software, you agree to this Agreement. If you do not agree, do not download, install or use the Software.** ## 1. Definitions - **"Software"** means the Website Grader Kit source code, configuration files, documentation, tests and any Updates we provide to you, in any form. - **"Update"** means any new version, fix or addition to the Software that we choose to make available to you. - **"Deployment"** means a running copy of the Software, for example a Cloudflare Worker. - **"Client"** means a business or person for whom you provide services. - **"End User"** means anyone who uses a Deployment through a web browser, including website visitors, your Clients and your prospects. - **"Output"** means the scores, reports, recommendations, screenshots and other results a Deployment produces. - **"Third-Party Services"** means services the Software can connect to that are provided by others, including Cloudflare, Google (PageSpeed Insights, Places), Anthropic, Stripe, and any customer relationship management, automation or form service you connect. ## 2. License grant Subject to your compliance with this Agreement and payment of the applicable fee, Scroll Theory grants you a **non-exclusive, non-transferable (except as allowed in Section 15), non-sublicensable, worldwide, perpetual** license to: a. install, copy and run the Software, in as many Deployments as you like, for your own business; b. modify the Software and create derivative works of it for your own business; c. rename, rebrand and style the Software and present it to End Users under your own name, without crediting Scroll Theory; d. use the Software to provide services to your Clients, and let End Users use your Deployments through a web browser; and e. use, copy, share and sell the Output, including as part of paid services and paid reports. Your employees and independent contractors may exercise these rights **on your behalf only**, and you are responsible for their compliance with this Agreement. One license covers one Licensee. Each separate business (including a separate agency owned by the same people) needs its own license. ## 3. Restrictions You may **not**, and may not allow anyone else to: a. sell, resell, license, sublicense, lend, rent, give away, publish or otherwise distribute the Software, or any modified version or substantial part of it, **in source or compiled form**, to anyone else, including your Clients; b. publish the Software, in whole or substantial part, in a public code repository, a template marketplace, an open-source project, a course, a boilerplate, a starter kit or any other product; c. provide the Software, or access to a Deployment's administration, configuration or source code, to another agency, reseller, software company or service provider, or operate a Deployment on their behalf as a white-label, hosted, software-as-a-service or managed offering; d. use the Software, or knowledge of its code, to build or sell a product that competes with the Software as a sellable code kit; e. remove or alter any notice of Scroll Theory's ownership or of this Agreement from the source files (you may remove all credits from what End Users see); f. use the Software to access anything that is not publicly available, to test systems you do not own for security weaknesses, to scan at a volume that degrades or disrupts another website, or to circumvent a website's technical access controls; or g. use the Software in violation of any law or of any Third-Party Service's terms. Delivering a finished website, report, recommendation or other Output to a Client is allowed. Handing a Client the Software itself is not. ## 4. Ownership The Software is licensed, not sold. Scroll Theory and its licensors own all right, title and interest in the Software, including all intellectual property rights, and reserve all rights not expressly granted in this Agreement. You own your modifications to the extent they do not contain the Software, and you own the Output your Deployments produce, subject to Scroll Theory's ownership of the underlying Software and any rights of third parties in Third-Party Service data. If you send us suggestions or feedback, we may use them without obligation to you. This Agreement grants no rights in Scroll Theory's names, logos or trademarks. You may say your tool is "built on the Website Grader Kit" but may not suggest that Scroll Theory endorses, operates or is responsible for your Deployment, your services or your Output. ## 5. Fees and refunds The fee is stated at the point of purchase and is due in full before delivery. Because the Software is delivered as source code that cannot be returned, **all sales are final once the Software has been delivered or made available for download**, except as stated on the purchase page at the time of your purchase or as required by law. Fees are exclusive of taxes, which are your responsibility except for taxes on Scroll Theory's income. ## 6. Business use only You represent that you are acquiring the Software for use in a trade, business or profession, and not for personal, family or household purposes. ## 7. Third-Party Services and costs The Software works with Third-Party Services that you choose to connect using your own accounts and keys. You are solely responsible for: a. creating and maintaining those accounts, keeping your keys secret, and paying all fees they charge, including usage-based fees; b. complying with each Third-Party Service's terms, policies and attribution and data-storage requirements, including (without limitation) Google's API terms and Google Maps Platform terms for review and business data, Stripe's services agreement, Anthropic's usage policies and Cloudflare's terms; and c. any change, limit, outage, price increase or discontinuation of a Third-Party Service. Scroll Theory does not control Third-Party Services and is not responsible for them. Scroll Theory Forms, if you choose to use it, is a separate Scroll Theory service governed by its own terms, not by this Agreement. ## 8. Your responsibilities for your Deployments You are the operator of each of your Deployments and are solely responsible for how they are used and for everything they publish, collect and charge for. In particular: a. **Personal data.** You decide what personal data your Deployments collect (for example names, email addresses and phone numbers from lead forms and purchases) and where it is sent. For that data you are the business responsible (the "controller" or equivalent under applicable law). You must publish an accurate privacy notice, obtain any consent the law requires, honor access and deletion requests, and comply with applicable privacy and data-protection laws. Scroll Theory does not receive, host or process any data from your Deployments. b. **Marketing.** Any email, text message or call you make to people who use your Deployment must comply with applicable law, including the CAN-SPAM Act, the Telephone Consumer Protection Act and state equivalents. c. **Payments.** If you enable paid reports, **you are the seller and merchant of record.** You set the price, provide the product, publish your terms and refund policy, handle refunds, chargebacks, disputes and customer service, and collect and remit any sales or use taxes. Scroll Theory is not a party to any sale between you and an End User and receives no part of it. d. **Claims about the Output.** You are responsible for any statement you make about the Output. You must not present the Output as a guarantee of search rankings, sales, security or legal compliance, or as a professional security, accessibility or legal audit. e. **Reports about third parties.** The Software can produce and publish reports about any public website, including websites of businesses that did not ask to be scanned, and can show high-scoring sites on a public leaderboard. You are responsible for deciding whether and how to publish those reports and for responding to any complaint about them. f. **Security.** You are responsible for securing your Deployments, accounts and keys, choosing strong passwords, and applying Updates you consider appropriate. ## 9. Automated and AI-generated Output The Output is produced automatically, partly by third-party measurement tools and, if you enable it, by artificial intelligence. **Output may be incomplete, inaccurate or out of date**, may differ between scans, and reflects automated opinions about publicly visible information. It is not professional advice. You should review Output before relying on it or sharing it, and you are responsible for any decision made on the basis of it. ## 10. Updates and support Scroll Theory may, but is not obligated to, provide Updates, documentation or support. Updates are licensed under this Agreement, or under the version of this Agreement that accompanies them. You decide whether to apply an Update. Any support we offer is provided on the terms stated at the time, and we may change or stop it. ## 11. Warranty disclaimer Scroll Theory represents that it has the right to grant the license in this Agreement. **EXCEPT FOR THAT REPRESENTATION, THE SOFTWARE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, SCROLL THEORY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SCROLL THEORY DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED OR SECURE, THAT IT WILL WORK WITH ANY THIRD-PARTY SERVICE, OR THAT ANY OUTPUT WILL BE ACCURATE OR PRODUCE ANY BUSINESS RESULT.** ## 12. Limitation of liability **TO THE FULLEST EXTENT PERMITTED BY LAW:** a. **SCROLL THEORY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, CLIENTS OR DATA, OR FOR THE COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE OR ANY OUTPUT, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES; AND** b. **SCROLL THEORY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE OR ANY OUTPUT WILL NOT EXCEED THE AMOUNT YOU PAID SCROLL THEORY FOR THE SOFTWARE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.** These limits apply to all theories of liability, including contract, tort (including negligence), strict liability and statute, and apply even if a remedy fails of its essential purpose. They are an essential basis of the bargain; the price of the Software reflects them. ## 13. Indemnification You will defend, indemnify and hold harmless Scroll Theory and its members, managers, employees and agents from and against any third-party claim, demand, loss, liability, fine, penalty, cost or expense (including reasonable attorneys' fees) arising out of or relating to: (a) your Deployments or their operation; (b) your services to your Clients; (c) Output you publish, sell or share, including reports about third-party websites; (d) personal data your Deployments collect or send; (e) any sale, refund, chargeback or dispute involving paid reports; (f) your breach of any Third-Party Service's terms; or (g) your breach of this Agreement or of applicable law. Scroll Theory will notify you of any such claim and may participate in its defense with counsel of its choice at its own expense. You may not settle a claim in a way that imposes an obligation or admission on Scroll Theory without its written consent. ## 14. Term and termination This Agreement lasts until terminated. It terminates automatically, without notice, if you breach Section 3 (Restrictions). If you breach any other term and do not cure the breach within fifteen (15) days after we notify you, we may terminate this Agreement by notice. You may terminate it at any time by deleting all copies of the Software and ceasing all Deployments. On termination, your license ends, you must stop running all Deployments and delete all copies of the Software within ten (10) days, and no fee is refunded. Output you created before termination remains yours. Sections 3, 4, 5, 7, 8, 9, 11, 12, 13, 14, 16 and 17 survive termination. Unauthorized distribution or use of the Software may cause Scroll Theory irreparable harm for which money damages are inadequate. Scroll Theory may seek injunctive or other equitable relief to stop it, in addition to any other remedy, without posting a bond where the law allows. ## 15. Transfer You may not assign or transfer this Agreement or the license, by operation of law or otherwise, without Scroll Theory's prior written consent, except that you may transfer it in full to a successor that acquires all or substantially all of your business, if you give Scroll Theory written notice within thirty (30) days, the successor agrees in writing to this Agreement, and you stop all use of the Software. Any other attempted transfer is void. Scroll Theory may assign this Agreement to a successor to its business. ## 16. Governing law and venue This Agreement is governed by the laws of the **State of Ohio**, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any dispute arising out of or relating to this Agreement or the Software will be brought exclusively in the state courts sitting in **Wayne County, Ohio**, or the United States District Court for the Northern District of Ohio, and each party consents to the personal jurisdiction of and venue in those courts. Either party may seek injunctive relief for infringement or misuse of intellectual property in any court of competent jurisdiction. **TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.** ## 17. General - **Export and sanctions.** You will comply with United States export control and sanctions laws and will not use or make the Software available where those laws prohibit it. - **Entire agreement.** This Agreement is the entire agreement between the parties about the Software and supersedes any prior or conflicting terms, including any terms on your purchase order. - **Changes.** We may publish a new version of this Agreement with a future Update. The version that accompanied a given copy of the Software continues to govern that copy; a new version applies to Updates you choose to install. - **Severability.** If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the rest of this Agreement remains in effect. - **No waiver.** Failure to enforce a provision is not a waiver of it. - **Relationship.** The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. - **Force majeure.** Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations. - **Notices.** Notices to Scroll Theory must be sent by email to chad@scrolltheory.media. Notices to you may be sent to the email address used for your purchase. Email notices are effective when sent. - **Electronic acceptance.** Acceptance by purchase, download, installation or use is binding in the same way as a signature. - **Headings** are for convenience only. Scroll Theory Media LLC, Ohio. Questions about this Agreement: chad@scrolltheory.media