Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") are a binding agreement between you and ControleHQ (or the entity identified in your order or account as providing the Service). By accessing or using the ControleHQ website, platform, or related services (collectively, the "Service"), you agree to be bound by these Terms. If you are using the Service on behalf of an organization (e.g., an academy), you represent that you have authority to bind that organization to these Terms.

If you do not agree to these Terms, do not use the Service. We may update these Terms from time to time; continued use after changes constitutes acceptance of the updated Terms. We will indicate the "Last Updated" date at the top of this page.

2. Description of the Service

ControleHQ is a multi-tenant software-as-a-service platform for Brazilian Jiu-Jitsu (and similar) academies. The Service includes:

• Business interface: tools for academy owners, admins, staff, and instructors to manage users, roles, programs, belt systems, class schedules, instructor availability and confirmations, attendance and check-in, subscriptions and billing (e.g., via Stripe), store and inventory, seminars, waivers, and related operations
• Student portal: self-service for students to view schedules, check in to classes, manage subscriptions, view leaderboards and streaks, register for seminars, and make purchases where permitted
• Public interface: optional public-facing pages (e.g., class schedule, store, seminar listings) that each academy may enable or disable

Each academy is a separate tenant (e.g., an organization in our system). Your use of the Service may be as an academy (customer), a member of an academy (e.g., owner, staff, instructor, or student), or a visitor to the Site. The features available to you depend on your role and the academy's configuration. Access for an academy may also depend on its ControleHQ billing status (including trial, free, paid, enterprise, or paused), as described in Section 5.

3. Accounts and Registration

To use the Service, you may need to create an account or be invited by an academy. You must provide accurate and complete information and keep your account information up to date. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. You must notify us promptly of any unauthorized access or use.

Authentication and identity may be handled by third-party identity providers (e.g., Auth0 by Okta). Your use of those services is subject to their terms and policies. We are not responsible for the availability or security of third-party identity services.

4. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You will not:

• Violate any applicable law, regulation, or third-party right
• Use the Service to harm, harass, or abuse any person, or to collect or process personal data in violation of applicable privacy laws
• Attempt to gain unauthorized access to the Service, other accounts, or our or our providers' systems or networks
• Interfere with or disrupt the integrity or performance of the Service
• Reverse engineer, decompile, or attempt to extract the source code of the Service (except as permitted by law)
• Resell, sublicense, or provide the Service to third parties except as expressly permitted (e.g., an academy providing access to its members)
• Use the Service to build a competing product or service

We may suspend or terminate your access if we reasonably believe you have violated these Terms or pose a risk to the Service or others.

5. Subscriptions, Billing, and Payment

This Section 5 describes how academies pay ControleHQ for use of the Service ("Platform Fees"). Separate charges that an academy collects from its own members (for example membership plans or store purchases) are processed through that academy's payment accounts (e.g., Stripe Connect) and are not Platform Fees.

5.1 Active-student pricing

Platform Fees are based on the size of an academy measured by active students, not on feature packages. Current bands and amounts are shown on our pricing page and may change as described below. Self-serve plans generally include the same academy-management features; larger or multi-site network pricing may be offered as Custom / Enterprise by agreement.

For Platform Fees, an "active student" is a member of the academy with an active account state in the Service (for example, not merely a lead, frozen, suspended, or alumni status). When academies are linked in the Service, a person who trains at more than one linked location is counted for Platform Fees at their designated home academy so they are not double-counted. We may apply reasonable limits (including caps on active-student counts) for self-serve accounts; volume beyond those limits may require Enterprise terms.

5.2 Trial

New academies may receive a free trial period as stated at signup or on the pricing page (currently sixty (60) days) without providing a payment method. During the trial, the academy may use the Service subject to these Terms. When the trial ends, the academy will convert to free access if it remains within the free active-student band then in effect, or must start a paid subscription (or have its access limited as described in Section 5.4) if it exceeds that band.

5.3 Paid plans and billing

Paid Platform Fees are charged periodically (typically monthly) through our payment processor (e.g., Stripe). Unless we state otherwise, paid plans are billed in arrears based on the academy's high-watermark of active students during the billing period (or other usage measure we disclose). You authorize us (or our processor) to charge the payment method on file for recurring Platform Fees until you cancel or the subscription ends. Fees are generally non-refundable unless required by law or as stated in a separate refund policy. We may change Platform Fees or bands upon reasonable notice; continued use after a change may constitute acceptance.

Free-tier academies that exceed the free active-student limit may be required to subscribe before adding further active students. Failure to pay Platform Fees when due may result in suspension, pause, or termination of access.

5.4 Pause

If an academy's trial ends (or a paid subscription ends or payment fails) while the academy has more active students than the free band allows, we may place the academy in a paused state. While paused, access to some or all of the Service for that academy may be restricted until the academy subscribes, reduces active students to within the free band (where we allow that pathway), or otherwise resolves the billing issue. We may notify academy owners or admins in-product or by email.

5.5 Enterprise

Custom or Enterprise Platform Fees (including higher active-student volume) may be agreed separately. Contact hello@controlehq.com for Enterprise inquiries.

5.6 Academy customers and members

If you are an academy customer, you are responsible for Platform Fees and for ensuring that your use of the Service (including by your members) complies with these Terms. If you are a member (e.g., student or staff) of an academy, your access may depend on that academy's billing status and policies; billing disputes between you and the academy are between you and the academy.

6. Data, Privacy, and Your Content

Our collection and use of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference.

You retain ownership of content you submit to the Service ("Your Content"). You grant us a non-exclusive, worldwide, royalty-free license to use, store, process, and display Your Content as necessary to provide and operate the Service, improve the Service, and as permitted by our Privacy Policy. You represent that you have all rights needed to grant this license and that Your Content does not violate any law or third-party right.

We implement reasonable technical and organizational measures to protect data. Each academy's data is isolated per tenant. We do not use Your Content for advertising or sell it to third parties. Data retention and export may be described in your plan or in a separate data processing agreement.

7. Intellectual Property

The Service (including software, design, text, graphics, and other materials we provide) is owned by ControleHQ or our licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable right to access and use the Service for your internal business or personal use in accordance with these Terms. You do not acquire any ownership or other rights in the Service. Our names, logos, and related marks are our trademarks; you may not use them without our prior written consent.

8. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. WE ARE NOT RESPONSIBLE FOR THE CONDUCT OF USERS, ACADEMIES, OR THIRD PARTIES, OR FOR CONTENT POSTED BY USERS OR ACADEMIES. USE OF THE SERVICE IS AT YOUR OWN RISK.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONTROLEHQ AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL) ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH CASES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. Indemnification

You agree to indemnify, defend, and hold harmless ControleHQ and its affiliates, officers, directors, employees, and licensors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Service, (b) Your Content, (c) your violation of these Terms or any law, or (d) your violation of any third-party right. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you; you will cooperate with us in asserting any available defenses.

11. Termination

You may stop using the Service at any time. If you have a subscription, you may cancel in accordance with your plan or by contacting us. We may suspend or terminate your access to the Service (or any part of it) at any time, with or without cause or notice, including for violation of these Terms, non-payment, or to protect the Service or other users.

Upon termination, your right to use the Service ceases. Sections that by their nature should survive (including 6–10 and this sentence) will survive termination. We may retain data as described in our Privacy Policy or as required by law.

12. Disputes and Governing Law

These Terms are governed by the laws of [Insert Governing Law Jurisdiction, e.g., the State of Delaware and the United States], without regard to conflict of law principles. Any dispute arising out of or related to these Terms or the Service shall be resolved exclusively in the state or federal courts located in [Insert Jurisdiction], and you consent to the personal jurisdiction of such courts.

TO THE EXTENT PERMITTED BY LAW, YOU AND CONTROLEHQ WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.

13. General

Entire agreement. These Terms (together with the Privacy Policy and any order or plan terms) constitute the entire agreement between you and ControleHQ regarding the Service and supersede any prior agreements.

Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in effect.

Waiver. Our failure to enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms (or any part of them) without restriction.

14. Contact

For questions about these Terms or the Service, contact us at: