Terms Of Service

Last Updated: April 12, 2024

Welcome to www.ctrlfreq.com. Please read these Terms of Service (the “Terms”) carefully. This is an agreement between you (“User,” “you,” “your”, or words of similar meaning) and CTRLFREQ, Inc., a Delaware corporation (“CTRLFREQ”, “we”, “us”, “our,” or words of similar meaning) (each, a “Party” and, collectively, the “Parties”). These Terms govern your access to and use of the CTRLFREQ website located at www.ctrlfreq.com (the “Site”) and all related tools, mobile applications, and web applications (collectively, the “CTRLFREQ Platform”), or any health or wellness classes, experiences, activities, events, services, recordings, and/or products made available through the CTRLFREQ Platform (collectively, "Classes"). To make these Terms easier to read, the CTRLFREQ Platform and all related tools, applications, platforms, Classes, and our services are collectively called the “Services.” Some Services may require you to agree to additional terms specific to those Services, which terms will be presented to you prior to your use of those Services and are deemed part of these Terms of Use. For the purposes of these Terms of Use, the “Services” include, without limitation, scheduling pages maintained by CTRLFREQ on behalf of third parties, appointment scheduling technology integrated into third party websites, and video services for the purposes of virtual Classes.

Please read these Terms carefully before accessing and/or using the CTRLFREQ Platform and/or Classes.

THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT REQUIRE YOU TO ARBITRATE ALL DISPUTES YOU HAVE WITH CTRLFREQ ON AN INDIVIDUAL BASIS. PLEASE SEE SECTION 18 FOR MORE INFORMATION ABOUT THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND CTRLFREQ WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS WIDE ARBITRATION.

1. Acceptance of Terms. By accessing and/or using the Services, or clicking any button to indicate your consent, you accept and agree to be bound by these Terms, just as if you had agreed to these Terms in writing. If you do not accept, do not use the Services, as your access of or use of the Services explicitly constitutes your acceptance of the Terms. If you choose to accept these Terms, you must do so as they are presented to you – no changes will be accepted by us. Notwithstanding the foregoing, the laws of some jurisdictions may limit or not permit certain provisions of these Terms, such as indemnification, the exclusion of certain warranties, or the limitation of liability. In such a case, such provisions will apply only to the maximum extent permitted by the laws of such jurisdictions. 

   
   

2. Amendment of Terms. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the CTRLFREQ Platform or through other means of communication. It is important that you review the Terms whenever we update them or you use the Services, as they govern your use of the Services. Your continued use of the Services following the posting of the revised Terms or the provision of reasonable notice of any changes to the Terms will indicate your acceptance of any such changes. If you don’t agree to be bound by the changes, you must discontinue use of the Services. Because our Services are evolving over time, we may change or discontinue, temporarily or permanently, all or any part of the Services, at any time and without notice, at our sole discretion. You agree that we will not be liable to you for any modification, suspension, or discontinuation of the Services.

   
   

3. Additional Terms and Policies. In addition to these Terms, your access to and use of the Services is subject to additional terms, conditions guidelines or rules as may be posted, communicated or modified by us or applicable third parties at any time and from time to time (the “Additional Terms”), including our Privacy Policy, linked here, (“Privacy Policy”), which also governs your use of the Services. By submitting personal data through our Services, you agree to the terms of our Privacy Policy, and you expressly consent to the collection, use, disclosure, and other processing of your personal data in accordance with the Privacy Policy.

   
   

4. Eligibility to Use the Services. To use the Services, you must (a) be at least thirteen (13) years old; (b) have not previously been suspended or removed from the Services; and (c) use the Services in compliance with any and all applicable laws and regulations and these Terms. The Services are not authorized for use in jurisdictions that are subject to a U.S. government embargo, designated by the U.S. government as a terrorist-supporting country, listed by the U.S. government as a prohibited or restricted party, or otherwise have U.S. government or certain international economic sanctions applied. You may not attempt to access or use the Services if you are not permitted to do so. The availability of all or part of the CTRLFREQ Platform and/or Classes may be limited based on geographic, age, or other criteria as we may establish from time to time. You understand and agree we may disallow you from subscribing to CTRLFREQ or may terminate your subscription at any time based on these criteria. You further understand that the CTRLFREQ Platform and/or Classes may not be available in every geography.

   
   

5. CTRLFREQ Platform. The CTRLFREQ platform enables consumers to reserve, schedule, purchase, access and attend a wide range of health and wellness Classes offered and operated by practitioners, wellness studios, gyms, trainers, venues or other third parties that are subscribers of CTRLFREQ’s services (collectively, "Venues" or “Practitioners”). CTRLFREQ itself is not a gymnasium, place of amusement or recreation, health club, facility, fitness, health or wellness studio or similar establishment and does not own, operate or control any of the Classes that are offered at or through such Venues. 

   1. CTRLFREQ Account. Your CTRLFREQ account is personal to you and you agree not to create more than one account. You cannot transfer or gift Classes to third parties or allow third parties to use your CTRLFREQ account, including other CTRLFREQ users. You must not use or exploit the CTRLFREQ Platform and/or Classes for commercial purposes. We continually update and test various aspects of the CTRLFREQ platform. We reserve the right to, and by using the CTRLFREQ Platform and/or Classes you agree that we may, include you in or exclude you from these tests without notice. You understand and agree that CTRLFREQ may take actions we deem reasonably necessary to prevent fraud and abuse.

You agree that the information you provide to CTRLFREQ at sign up and at all other times will be true, accurate, current, and complete and that you will keep this information accurate and up-to-date at all times. When you sign up, you will be asked to create a password. You are solely responsible for all activity that occurs under your account, including any activity by unauthorized users. To use the CTRLFREQ Platform you must have access to the Internet and may be required to download a CTRLFREQ mobile application to use some or all of CTRLFREQ features. You are solely responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the CTRLFREQ Platform and Classes.

2. Communications: By providing your information or creating an account, you agree that CTRLFREQ may contact you by email, direct mail, telephone or text messages at any of the addresses or phone numbers, as applicable, provided by you or on your behalf in connection with a CTRLFREQ account, including for marketing purposes. You may opt-out of marketing emails via the provided unsubscribe link or otherwise opt-out by contacting us at any time.

   
   

3. Prohibited Conduct. We reserve the right to take action, without notice, if we believe you have violated these Terms, including without limitation, the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion. Without limiting the prohibitions and restrictions found elsewhere throughout the Terms, you agree not to:

   1. Use the Services in connection with or for any illegal purpose or prohibited by these Terms or otherwise violate any law or regulation; 

   2. Infringe, misappropriate, or otherwise violate our rights or the rights of any third parties, including intellectual property rights or rights of publicity or privacy;

   3. Post (as defined below) any content that in our sole discretion: (i) infringes, misappropriates, or otherwise violates a third party’s intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or may give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar, objectionable, or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (vii) promotes illegal or harmful activities or substances or (viii) otherwise violates CTRLFREQ’s community standards or core values;

   4. Harass, threaten, stalk, disrupt or defraud users, members or staff of CTRLFREQ or Venues or any other person, or otherwise create or contribute to an unsafe, harassing, threatening or disruptive environment;

   5. Act in a deceptive or fraudulent manner by, among other things, impersonating another person or access another user’s account or signing up for more than one account;

   6. Share CTRLFREQ passwords with any third party or encourage any other user to do so;

   7. Permit anyone to use any classes or services booked under your own membership, including other members;

   8. Reserve or cancel any class directly with a Venue, rather than through the CTRLFREQ Platform;

   9. Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast, use for commercial purposes or otherwise exploit any portion of the CTRLFREQ Platform;

   10. Misrepresent the source, identity, or content of information transmitted via the CTRLFREQ Platform, including deleting the copyright or other proprietary rights or notices from any portion of the CTRLFREQ Platform;

   11. Upload material (e.g. virus) that is damaging to computer systems or data of CTRLFREQ or users of the CTRLFREQ Platform or otherwise use the CTRLFREQ Platform in any manner that could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the CTRLFREQ Platform;

   12. Upload copyrighted material that is not your own or that you do not have the legal right to distribute, display, and otherwise make available to others;

   13. Decompile, reverse engineer or disassemble the CTRLFREQ Platform, in whole or in part, except as may be permitted by applicable law;

   14. Link to, mirror or frame any portion of the CTRLFREQ Platform;

   15. Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the CTRLFREQ Platform or unduly burdening or hindering the operation and/or functionality of any aspect of the CTRLFREQ Platform;

   16. Attempt to gain unauthorized access to or impair any aspect of the CTRLFREQ Platform or its related systems or networks or interfere or attempt to interfere with the proper working of the CTRLFREQ Platform or any activities conducted on the CTRLFREQ Platform;

   17. Make unsolicited offers, advertisements, proposals, or send junk mail or "spam" to users;

   18. Remove, circumvent, disable, damage or otherwise interfere with security-related features of the CTRLFREQ Platform, any features that prevent or restrict use or copying of any content accessible through the CTRLFREQ Platform, or any features that enforce limitations on the use of the CTRLFREQ Platform or the content therein;

   19. Obtain or attempt to obtain any materials or information through any means not intentionally made available through the CTRLFREQ Platform;

   20. Modify the CTRLFREQ Platform in any manner or form, nor to use modified versions of the CTRLFREQ Platform, including (without limitation) for the purpose of obtaining unauthorized access to the CTRLFREQ Platform;

   21. Use any robot, spider, scraper, or other automated means to access the CTRLFREQ Platform for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the CTRLFREQ Platform;

   22. Conduct any other activity that CTRLFREQ considers to be malicious or detrimental activity; or

   23. Encourage or enable any other individual to do any of the foregoing.

   
   

4. Payment Information and Transactions.

   1. Patrons. You may be permitted to use the Services to pay for Designated Practitioner Services (as defined in Section 7.b.), other products or services provided by the applicable Practitioner, and/or other payment obligations. In connection with such payments, we process your payment card information in accordance with our Privacy Policy. CTRLFREQ and/or its payment processing partner may collect from the applicable Practitioner a transaction processing fee for our billing, collection and payment services (the “Transaction Processing Services”) performed in connection with such payment. Please note that any payment terms presented to you in the process of using or signing up for a paid service or the Transaction Processing Services are deemed part of these Terms. 

   2. Designated Practitioner Services. Certain Practitioners may provide through the Services price information for their health and wellness related products and services (“Designated Practitioner Services”), and permit you to use the Services to pay for such Designated Practitioner Services. Prior to scheduling an appointment for Designated Practitioner Services, please carefully review (a) the price information, and (b) all of the products and services that are included and excluded in each Designated Practitioner Service. Practitioners are required to provide the applicable Designated Practitioner Service at or below the price indicated at the time of scheduling (“Designated Price”), unless you separately agree otherwise. Services in addition to or different from Designated Practitioner Services may be available, offered or rendered by Practitioners. You and your Practitioner are responsible for agreeing to pricing for any additional or different services. CTRLFREQ IS NOT RESPONSIBLE FOR YOUR OR ANY PRACTITIONER’S FAILURE TO AGREE TO PRICING FOR ANY ADDITIONAL OR DIFFERENT SERVICES.

1. Transaction Processing. When you make a purchase through the Services using a credit card or debit card, you expressly authorize us (and any Payment Processor) to charge your payment card for all purchases you make. We may ask you to supply additional information relevant to your transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. You may need to provide additional information to verify your identity before completing your transaction (and such information is included within the definition of Payment Information). We reserve the right to use the Payment Information you provide us in connection with any payments to provide better Services to you should you wish to use our Services again in the future and to protect us from fraud and other losses. 

2. Completion of Transaction. Completion of a payment transaction is contingent upon (a) the provision of complete personal, account, and transaction information and any other information needed; (b) authorization of the payment by your credit or debit card company; and (c) acceptance of your payment. We will not be liable for failure to complete any transaction if you provide inaccurate or incomplete information. 

3. Fees and Class Refunds. By making a purchase through the Services, you agree to pay all applicable fees, including payment processing fees, credit card transaction fees, taxes, and shipping and handling fees. You are responsible for paying applicable fees if you cancel a Class you had reserved or do not attend your scheduled Class. No refunds will be issued for any cancellations of Classes that are outside of the applicable cancellation window. If you cancel a Class within the applicable cancellation window, you will be issued a refund of the Designated Price less the then current processing fee. We reserve the right to change policy regarding when we charge fees, to introduce additional fees (such as a sign-up fee) and to change the amount of any such fees at any time.

4. Fees Charged by Venues. In addition to fees we charge, Venues may also charge equipment or other amenity fees that you will be responsible for directly. For example, some Venues might charge extra to rent a yoga mat. Further, CTRLFREQ only gives you access to the class for which you signed up on the CTRLFREQ Platform (and at the specified time and location). The Venue may have additional fees for use of additional classes or spaces.

5. Third Party Fees for Using CTRLFREQ. You are also responsible for all third-party charges and fees associated with connecting to and using the CTRLFREQ Platform and/or Classes, including fees such as internet service provider fees, telephone and computer equipment charges, sales tax and any other fees necessary to access the CTRLFREQ Platform and/or Classes.

6. Recurring Billing. By initiating a CTRLFREQ subscription, you authorize us to charge you for your initial subscription period and a recurring monthly subscription fee at the then current rate, which may change from time to time. You acknowledge that the amount billed each month may vary for reasons that may include differing amounts due to promotional offers and/or changing or adding a plan, and you authorize us to charge your payment method for such varying amounts, which may be billed monthly in one or more charges. You also authorize us to charge you any other fees you may incur in connection with your use of the CTRLFREQ Platform, such as any applicable sign-up fee, taxes and cancellation or late fees, as further explained below. Note that even if you do not use the subscription or access the CTRLFREQ Platform, you will be responsible for subscription fees until you cancel your subscription, or it is otherwise terminated.

7. Subscription Cycle. When you sign up and purchase your CTRLFREQ subscription, your first subscription cycle will be billed immediately. Unless we expressly communicate otherwise, your subscription will automatically renew each month and you will be billed on the same date each month. We reserve the right to change the timing of our billing (and if we do, we’ll make adjustments to the amounts we charge, as appropriate). In the event your paid subscription began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if you started your CTRLFREQ membership or became a paying member on January 31st, your next payment date is likely to be February 28th, and your payment method would be billed on that date. Your renewal date may change due to changes in your subscription.

8. Subscription Refunds. Generally, our fees (including the monthly fee for your membership and any other fees) are nonrefundable unless we specifically communicate otherwise at the time of purchase. However, we will provide a refund to subscribers for their current prepaid subscription period only if your subscription is cancelled prior to the end of a period for which you have incurred a charge, due to your relocation, disability or death; provided, however, in each case we reserve the right to charge a fee to cover the cost of any class or other services or products you may have used or received prior to your cancellation and to ask for proof of such changed condition, to the extent permitted by law. 

9. Price Changes. We reserve the right to adjust pricing at any time. Unless we expressly communicate otherwise, any price changes to your subscription will take effect on your next billing cycle upon notice communicated through a posting on the CTRLFREQ website or mobile applicable or such other means as we may deem appropriate from time to time, such as email. If you do not cancel your subscription, you will be deemed to have accepted these new fees.

10. Payment Methods. You may edit your payment method information by logging onto our website or mobile app and editing it in your account settings. If a payment is not successfully settled due to expiration, insufficient funds or otherwise, you nonetheless will remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method or any other payment method you have provided, as it may be updated, including in the event you attempt to create a new account, reactivate the unsettled account or sign up for a new account. This may result in a change to your payment billing dates. If we cannot charge your account, we reserve the right, but are not obligated, to terminate your access to our Site or any portion thereof.

11. Cancellation of Subscription. Unless we communicate otherwise, you may terminate your subscription at any time before your subscription renews by going into your account settings on the CTRLFREQ website and letting us know you would like to cancel. Unless we communicate otherwise, following any cancellation you will continue to have access to your subscription through the end of your current prepaid subscription cycle, unless you cancel and receive a refund in which case your access will be terminated immediately. Note that if you do terminate your subscription, we reserve the right to charge a reactivation fee if you want to return to CTRLFREQ in future months or to restrict your access in future months. If you cancel your subscription or it is terminated for any reason, you will lose access to all Classes, content, or features available through the subscription.

12. Promotions. From time to time we may offer different types of offers and promotions which will be subject to additional terms and conditions that CTRLFREQ may provide.

    
    

13. Ownership; Proprietary Rights; Content. The CTRLFREQ Platform is owned and operated by CTRLFREQ. The content, recordings, visual interfaces, graphics, design, compilation, information, computer code, products, software (including any downloadable software), or any music, images, video, text, services, and all other material or elements of or available through the CTRLFREQ Platform provided by CTRLFREQ ("Content") are protected by the copyright, trade dress, patent, and trademark laws of the United States and other countries, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for your User Submissions, all Content contained on the CTRLFREQ Platform are the copyrighted property of CTRLFREQ or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to CTRLFREQ or its affiliates and/or third-party licensors whether registered or unregistered and may not be used in connection with any product or service or in any manner that is likely to cause confusion as to our endorsement, affiliation or sponsorship of any person, product or service. Except as expressly authorized by CTRLFREQ, you agree not to sell, license, distribute, copy, modify, download, record, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Content and may only access the Content for your personal, non-commercial use. In the event that Content is downloaded to your computer or mobile phone, you do not obtain any ownership interest in such Content. All rights not expressly granted in these Terms are reserved. 

    
    

Our name, the terms “CTRLFREQ”, “Control Your Frequency”, “Freqoin”, our logos, and all related names, logos, product and service names, designs, and slogans are trademarks of us or our affiliates. You must not use such marks without our prior written permission. References to any other products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise on the Services does not constitute or imply endorsement, sponsorship or recommendation by CTRLFREQ.

You agree not to make any use of the Content that would infringe the copyright therein. You understand and agree the Content may be owned by CTRLFREQ or by third parties. However, in all circumstances, you understand and acknowledge that your rights with respect to Content will be limited by copyright law. All owners and providers of Content expressly reserve their rights in and to such Content and you are not permitted to infringe the rights of the copyright owner(s) of the Content, including but not limited to any sound recordings or musical compositions.

CTRLFREQ and/or the owners of the Content may, from time to time, remove Content from the CTRLFREQ Platform without notice.

The owners of Content are intended beneficiaries of this Agreement and shall have the right to enforce this Agreement against you.

The CTRLFREQ Platform, including all software, Content and other information, materials and products included on or otherwise made available to you through the Service are provided "as-is" and "as available" without warranties of any kind from CTRLFREQ or any owners of Content. To the full extent permissible by applicable law, CTRLFREQ and all owners of Content disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Neither CTRLFREQ nor any owner of Content warrants that the CTRLFREQ Platform or any software, Content, information, materials or products included on or otherwise made available to you through the CTRLFREQ Platform are free of viruses or other harmful components.

NEITHER CTRLFREQ NOR ANY OWNER OF CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THE USE OF THE CTRLFREQ PLATFORM OR FROM SOFTWARE, CONTENT, INFORMATION, MATERIALS OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE CTRLFREQ PLATFORM, OR FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID FOR THE SPECIFIC ITEM OF CONTENT GIVING RISE TO THE APPLICABLE CLAIM FOR DAMAGES.

9. User Submissions.

   1. General. Our Services may allow users to post, submit, publish, display, upload or transmit, share and search (together, “Post”) for content and information, which may include (without limitation) text, files, documents, graphic and pictorial works, profile information, information about reserved or attended classes, friend connections or any other information submitted by you and other users or arising from your use of the CTRLFREQ Platform (“User Submissions”). User Submissions also include reviews, ratings and other feedback (“Reviews”). We strongly recommend that you think carefully about what you upload to, share with or make accessible to the CTRLFREQ Platform. CTRLFREQ does not guarantee any anonymity or confidentiality with respect to any User Submissions. For information on how we use your personal information, please see our Privacy Policy.

   2. Reviews. You understand and agree that Reviews may be made public without any additional notice to or consent by you and you should assume that any person (whether or not a user of CTRLFREQ’ platform), including any Venue, may read or have access to your Reviews. CTRLFREQ is not responsible for the use or disclosure of any information that you disclose in connection with Reviews, including any personal information. Reviews are displayed for information purposes only and reflect the opinions of the person making the submission. They are not controlled by, and may not reflect the opinion of, CTRLFREQ. You understand that all Reviews are the sole responsibility of the person from whom such Review originated. This means that you, and not CTRLFREQ, are entirely responsible for all Reviews that you upload, post, e-mail, transmit, or otherwise make available through the CTRLFREQ Platform.

   3. Right to Remove or Edit User Submissions. CTRLFREQ makes no representations that it will publish or make available on the CTRLFREQ Platform any User Submissions, and reserves the right, in its sole discretion, to refuse to allow any User Submissions on the CTRLFREQ Platform, or to edit or remove any User Submission at any time with or without notice. Without limiting the generality of the preceding sentence, CTRLFREQ complies with the Digital Millennium Copyright Act, and will remove User Submissions upon receipt of a compliant takedown notice (see the "Digital Millennium Copyright Act" section below). CTRLFREQ may, but is not obligated to, monitor and edit or remove any activity or content, in whole or in part, including but not limited to content that CTRLFREQ determines in its sole discretion to violate the standards of this Site. CTRLFREQ takes no responsibility and assumes no liability for any User Submissions.

   4. License Grant by You to CTRLFREQ. You retain all your ownership rights in original aspects of your User Submissions. By submitting User Submissions to CTRLFREQ, you hereby grant CTRLFREQ and its affiliates, sublicensees, partners, designees, and assignees of the CTRLFREQ Platform a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce (including by making mechanical reproductions), distribute, modify, adapt, translate, prepare derivative works of, publicly display, publish, publicly perform, and otherwise exploit your User Submissions and derivatives thereof in connection with the CTRLFREQ Platform and CTRLFREQ’s (and its successors’) business, for any purpose, including, without limitation, for marketing, promoting, and redistributing part or all of the CTRLFREQ Platform (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed.

   5. User Submissions Representations and Warranties. By accessing and/or using our services, you hereby grant CTRLFREQ and its affiliates, sublicensees, partners, designees, and assignees of the CTRLFREQ Platform a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce (including by making mechanical reproductions), distribute, modify, adapt, translate, prepare derivative works of, publicly display, publish, publicly perform, and otherwise exploit your User Submissions and derivatives thereof in connection with the CTRLFREQ Platform and CTRLFREQ’s (and its successors’) business for any purpose, including, without limitation, for marketing, promoting, and redistributing part or all of the CTRLFREQ Platform (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed. You acknowledge that you may have what are known as “moral rights” in your User Submissions, for example the right to be named as the creator and the right not to have work subjected to derogatory treatment. You agree to waive any such moral rights you may have in User Submissions.

   6. Inaccurate or Offensive User Submissions. You understand that when using the CTRLFREQ Platform, you may be exposed to User Submissions from a variety of sources and that CTRLFREQ does not endorse and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST CTRLFREQ WITH RESPECT THERETO.

   7. Feedback. If you provide CTRLFREQ with any comments, bug reports, feedback, or modifications proposed or suggested by you to the CTRLFREQ Platform ("Feedback"), CTRLFREQ shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the CTRLFREQ Platform. You hereby grant CTRLFREQ a perpetual, irrevocable, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose without notice to, consent by or compensation to you or any third party.

   8. Infringing or Illegal Activity. In the event of infringing or other illegal activities, we have no obligation to, but reserve the right to terminate access to the CTRLFREQ Platform and remove all content submitted by any persons who are found to be infringers. Any suspected illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies CTRLFREQ may have at law or in equity.

   9. Advertising. You give us permission to use and display your User Submissions next to or in connection with ads, offers, and other messages to your CTRLFREQ friends, without any compensation or advance notice. We may, for example, send an email to one of your CTRLFREQ friends to encourage them to join you in a class. You can update your preferences at any time by navigating to the Privacy Settings.

   
   

10. Termination or Modification by CTRLFREQ. You understand and agree that, at any time and without prior notice CTRLFREQ may (1) terminate, cancel, deactivate, disable, delete and/or suspend your subscription, your account, any orders placed, or your access to or use of the CTRLFREQ Platform, and/or Classes (or any portion thereof, including but not limited to your access to any or all Venues, credits or classes or services) and/or (2) discontinue, disable, suspend, modify or alter any aspect, feature or policy of the CTRLFREQ Platform , including of your subscription. This includes the right to terminate or modify any subscription prior to the end of any pre-paid or committed period. Upon any termination or otherwise, we may immediately deactivate your account and all related information and/or bar any further access to your account information and the CTRLFREQ Platform. CTRLFREQ shall have no liability for, and you shall have no recourse for, any such termination or deactivation, except as set forth in the following sentence. If you are subscriber, then upon any such termination by us without cause, as your sole recourse, we will issue you a pro rata refund of the prepaid portion of your subscription applicable to future unused services (less any fees or costs for classes or services already used). If we determine that you have violated these Terms or otherwise engaged in illegal or improper use of your membership, Classes and/or the CTRLFREQ Platform, you will not be entitled to any refund and you agree that we will not be responsible to pay any such refund. You agree that CTRLFREQ will not be liable to you or any third party for any termination or modification to the service regardless of the reason for such termination or modification. You acknowledge that your only right with respect to any dissatisfaction with any modification or discontinuation of service made by us is to cancel or terminate your subscription. If CTRLFREQ deletes your account for these reasons, you may not re-register for or use the CTRLFREQ Platform and/or Classes under any other user name, email, payment method or profile. CTRLFREQ may block your access to the CTRLFREQ Platform to prevent re-registration.

    
    

11. Third-Party Sites, Products and Services; Links. The CTRLFREQ Platform may include links or access to other web sites or services ("Linked Sites") solely as a convenience to users. CTRLFREQ does not endorse any such Linked Sites, or the information, material, products, or services contained on other linked sites or accessible through other Linked Sites. Furthermore, CTRLFREQ makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, CONTENT, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK. Sometimes promotional plans are offered in conjunction with the provision of third party products and services. We are not responsible for the products and services provided by such third parties, and use of such products and services is at your own risk. Your correspondence or business dealings with, or participation in promotions of, third parties found on or through the CTRLFREQ Platform are solely between you and such third party. YOU AGREE THAT CTRLFREQ WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH THIRD PARTIES ON THE CTRLFREQ PLATFORM.

    
    

12. Electronic Signatures and Agreements. You acknowledge and agree that by clicking on the button labeled "CONFIRM PURCHASE," "SUBMIT", "DOWNLOAD", "PLACE MY ORDER", "I ACCEPT" or such similar links as may be designated by CTRLFREQ to accept the terms and conditions of these Terms, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE CTRLFREQ PLATFORM OR SERVICES OFFERED BY CTRLFREQ. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

    
    

13. General Disclaimers; No Warranties.

CLASSES AND OTHER NON-CTRLFREQ PRODUCTS AND SERVICES MADE AVAILABLE VIA THE CTRLFREQ PLATFORM ARE PROVIDED BY THIRD PARTIES (AND THE DESCRIPTIONS OF THE FOREGOING POSTED ON THE CTRLFREQ PLATFORM ARE PROVIDED BY SUCH THIRD PARTIES), NOT CTRLFREQ. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, YOUR USE OF THE CTRLFREQ PLATFORM AND YOUR ATTENDANCE AT, PARTICIPATION IN, PURCHASE AND/OR USE OF THE CLASSES, IS SOLELY AT YOUR OWN RISK. WE DO NOT ASSUME ANY LIABILITY OR MAKE ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING OUT OF, IN CONNECTION WITH OR WITH RESPECT TO THE CTRLFREQ PLATFORM AND/OR CLASSES.

IN NO EVENT SHALL CTRLFREQ BE LIABLE FOR ANY ACT, ERROR OR OMISSION BY ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY WHICH ARISES OUT OF OR IS ANY WAY CONNECTED WITH A USER’S ATTENDANCE, USE OF OR PARTICIPATION IN A CLASS OR PRODUCT, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY. CTRLFREQ IS NOT AN AGENT OF ANY THIRD-PARTY.

ALL ASPECTS OF OR CONTENT OR FEATURES AVAILABLE THROUGH THE CTRLFREQ PLATFORM AND/OR CLASSES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CTRLFREQ, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND PARTNERS, DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

WITHOUT LIMITING THE FOREGOING, CTRLFREQ DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS (I) THAT THE CTRLFREQ PLATFORM AND/OR ANY CLASS IS SUITABLE FOR YOU OR WILL MEET YOUR PERSONAL NEEDS, (II) REGARDING THE ADEQUACY OR SAFETY OF ANY CLASS OR RECOMMENDATION, (III) THAT THE CTRLFREQ PLATFORM AND/OR ANY CLASS, OR ANY ASPECT THEREOF, WILL BE AVAILABLE OR PERMITTED IN YOUR JURISDICTION, (IV) THAT THE CTRLFREQ PLATFORM, OR ANY ASPECT THEREOF, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CTRLFREQ PLATFORM AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CTRLFREQ PLATFORM OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (V) REGARDING THE USE OF THE CTRLFREQ PLATFORM AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CTRLFREQ PLATFORM IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ANY MATERIAL, CONTENT OR DATA THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE CTRLFREQ PLATFORM IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF SUCH MATERIAL, CONTENT OR DATA.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS SET FORTH IN THESE TERMS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. TO THE EXTENT ANY DISCLAIMER OR LIMITATION OF LIABILITY DOES NOT APPLY, ALL APPLICABLE EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WILL BE LIMITED IN DURATION TO A PERIOD OF 30 DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE CTRLFREQ PLATFORM, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.

14. Waiver and Release.

YOU UNDERSTAND THAT CTRLFREQ IS NOT A GYMNASIUM, PLACE OF AMUSEMENT OR RECREATION, HEALTH CLUB, FACILITY, FITNESS STUDIO OR SIMILAR ESTABLISHMENT AND THE CLASSES THEY PROVIDE ARE OPERATED AND DELIVERED BY THE APPLICABLE VENUE AND NOT BY CTRLFREQ. CTRLFREQ IS NOT RESPONSIBLE FOR THE QUALITY OF ANY CLASS PROVIDED BY A VENUE OR THIRD PARTY (INCLUDING BUT NOT LIMITED TO THE FACILITY, INSTRUCTOR OR CURRICULUM). YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE CLASS OR RECOMMENDATIONS AVAILABLE ON OR THROUGH THE CTRLFREQ PLATFORM AND/OR CLASSES ARE RIGHT FOR YOU.

YOU UNDERSTAND THAT THERE ARE CERTAIN INHERENT RISKS AND DANGERS IN EXERCISING AND THAT THE CLASSES YOU MAY ATTEND OR PARTICIPATE IN OFFER A RANGE OF ACTIVITY AND INTENSITY LEVELS. BY USING CTRLFREQ (INCLUDING BUT NOT LIMITED TO ATTENDING, PARTICIPATING IN OR USING A CLASS), YOU ACKNOWLEDGE AND AGREE, ON BEHALF OF YOURSELF, YOUR HEIRS, PERSONAL REPRESENTATIVES AND/OR ASSIGNS THAT YOU ARE AWARE OF THESE RISKS WHICH INCLUDE, BUT ARE NOT LIMITED TO, PROPERTY DAMAGE, ILLNESS, LOSS AND BODILY INJURY OR DEATH. YOU ACKNOWLEDGE THAT SOME OF THESE RISKS CANNOT BE ELIMINATED AND YOU SPECIFICALLY ASSUME THE RISK OF INJURY OR HARM.

YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR RESPONSIBILITY TO CONSULT WITH YOUR PHYSICIAN OR OTHER HEALTH CARE PROFESSIONAL PRIOR TO USING CTRLFREQ (INCLUDING BUT NOT LIMITED TO ATTENDING, PARTICIPATING IN OR USING A CLASS) AND TO DETERMINE IF AND HOW PARTICIPATING IS APPROPRIATE FOR YOU. DO NOT USE CLASSES IF YOUR PHYSICIAN OR HEALTH CARE PROVIDER ADVISES AGAINST IT. IF YOU EXPERIENCE FAINTNESS, DIZZINESS, PAIN OR SHORTNESS OF BREATH AT ANY TIME WHILE EXERCISING, YOU SHOULD STOP IMMEDIATELY.

YOU ALSO UNDERSTAND AND AGREE THAT THE CTRLFREQ PLATFORM OFFERS FITNESS AND RELATED INFORMATION THAT IS DESIGNED FOR INFORMATIONAL, EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY. NOTHING STATED OR POSTED ON OR OTHERWISE AVAILABLE THROUGH ANY ASPECT OF THE CTRLFREQ PLATFORM AND/OR A CLASS IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL, PROFESSIONAL OR COUNSELING CARE. YOU SHOULD NOT RELY ON ANY INFORMATION ON OR THROUGH THE CTRLFREQ PLATFORM AND/OR A CLASS AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH OR FITNESS LEVEL, YOU SHOULD ALWAYS CONSULT A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT EVER DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH-CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ OR HEARD ON OR THROUGH THE CTRLFREQ PLATFORM AND/OR A CLASS. THE USE OF ANY OF THE CONTENT, RECOMMENDATIONS AND INFORMATION PROVIDED ON OR THROUGH CTRLFREQ IS SOLELY AT YOUR OWN RISK.

THE CTRLFREQ PLATFORM IS CONTINUALLY UNDER DEVELOPMENT AND CTRLFREQ MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN RESEARCH MAY IMPACT THE FITNESS OR RELATED ADVICE THAT APPEARS ON OR IN CONNECTION WITH THE CTRLFREQ PLATFORM. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE OR RECOMMENDATIONS CONTAINED IN OR THROUGH THE CTRLFREQ PLATFORM AND/OR A CLASS WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL OR CONTENT.

THEREFORE, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE, INDEMNIFY, AND HOLD HARMLESS CTRLFREQ, ITS PARENT, SUBSIDIARIES OR AFFILIATED ENTITIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY AND ALL RESPONSIBILITY, CLAIMS, ACTIONS, SUITS, PROCEDURES, COSTS, EXPENSES, DAMAGES AND LIABILITIES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR PARTICIPATION IN OR USE OF THE CTRLFREQ PLATFORM AND/OR ATTENDANCE AT, PARTICIPATION IN, PURCHASE OF AND/OR USE OF ANY CLASS) INCLUDING BUT NOT LIMITED TO WITH RESPECT TO BODILY INJURY, PHYSICAL HARM, LOSS, ILLNESS, DEATH OR PROPERTY DAMAGE.

15. Indemnification; Hold Harmless. You agree to indemnify and hold CTRLFREQ, its affiliated entities, subsidiaries, its suppliers, service providers and partners and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns, harmless from any claims, actions, suits, costs, expenses, losses, damages, liabilities, including attorneys’ fees, arising out of or in connection with your misuse of the CTRLFREQ Platform, Classes, violation of these Terms, violation of the rights of any other person or entity, or any breach of your representations, warranties, and covenants set forth in these Terms.

    
    

16. Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES WILL CTRLFREQ OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), OR OTHERWISE, EVEN IF CTRLFREQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, CTRLFREQ’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

CTRLFREQ’ LIABILITY TO YOU IS LIMITED TO $50 OR THE AMOUNTS, IF ANY, PAID BY YOU TO CTRLFREQ UNDER THIS AGREEMENT IN THE THREE MONTHS IMMEDIATELY PRIOR TO THE EVENT FIRST GIVING RISE TO THE CLAIM, WHICHEVER IS MORE. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER CTRLFREQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17. Venue Waivers and Terms. Members taking Classes are deemed to agree to the liability waivers and terms of individual Venues. Your participation in any Class may be subject to addition policies, rules or conditions of the applicable Venue and you understand and agree that you may not be permitted to reserve or attend classes or services if you do not comply with these Terms or the policies of the Venues or as otherwise determined by a Venue. If you have questions about a Venue’s waiver or other terms, please see the applicable Venue’s website or contact the Venue directly.

    
    

18. Arbitration Agreement. PLEASE READ THE FOLLOWING CAREFULLY:

    
    

19. Purpose. This Arbitration Agreement facilitates the prompt and efficient resolution of any disputes that may arise between you and CTRLFREQ. Arbitration is a form of private dispute resolution in which parties to a contract agree to submit their disputes and potential disputes to a neutral third person (called an arbitrator) for a binding decision, instead of having such dispute(s) decided in a lawsuit, in court, by a judge or jury trial. 

    
    

Please read this Arbitration Agreement carefully. It provides that all disputes between you and CTRLFREQ shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Entering into this Arbitration Agreement constitutes a waiver of your right to litigate claims in court and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this Arbitration Agreement and can award the same damages and relief as a court (including attorney’s fees).

For the purpose of this Arbitration Agreement, "CTRLFREQ" means CTRLFREQ and its parents, subsidiaries, and affiliated companies, and each of their respective officers, directors, employees, and agents. The term "Dispute" means any dispute, claim, or controversy between you and CTRLFREQ regarding any aspect of your relationship with CTRLFREQ, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behavior), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Arbitration Agreement (with the exception of the enforceability of the Class Action Waiver clause below). "Dispute" is to be given the broadest possible meaning that will be enforced.

WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT.

2. Pre-Arbitration Dispute Resolution. Before initiating any Dispute, whether in court or arbitration, you must first give CTRLFREQ an opportunity to resolve the Dispute by mailing written notification to CTRLFREQ at 512 Highland Ave Orlando FL 32801. That written notification must include (1) your name, (2) your address, (3) a written description of the Dispute, and (4) a description of the specific relief you seek. If CTRLFREQ does not resolve the Dispute to your satisfaction within 45 days after it receives your written notification, you may pursue your Dispute in arbitration.

3. Arbitration Procedures. If the Dispute is not resolved as provided above in the Pre-Arbitration Claim Resolution section, either you or CTRLFREQ may initiate arbitration proceedings. The American Arbitration Association ("AAA"), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Arbitration Agreement. For arbitration before the AAA, for Disputes in which less than $75,000 is at issue, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. In the event that this Arbitration Agreement conflicts with the applicable arbitration rules, this Arbitration Agreement shall govern. Under no circumstances will class action procedures or rules apply to the arbitration. Because your contract with CTRLFREQ, the Terms of Use, and this this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

4. Arbitration Award. The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator shall make any award in writing but need not provide a statement of reasons unless requested by a party. Such award by the arbitrator will be final and binding on the parties, except for any right of appeal provided by applicable federal law, including but not limited to the Federal Arbitration Act ("the FAA"), and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

5. Location of Arbitration. Arbitration shall take place in New York County, New York, but it may proceed by telephone if you so choose.

6. Payment of Arbitration Fees and Costs. CTRLFREQ will pay all arbitration filing fees and arbitrator’s costs and expenses upon your written request given prior to the commencement of the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law.

7. Class Action Waiver. Any Disputes arising out of or relating to your use of the CTRLFREQ Platform and/or attendance at, participation in or use of Classes, any purchase you make on or through the CTRLFREQ Platform, any information you provide via the CTRLFREQ Platform, and/or these Terms (including the formation, performance, or alleged breach), shall be submitted individually by you and will not be subject to any class action or representative status. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, representative action, consolidated action or private attorney general action) . Neither you, nor any other Member of CTRLFREQ and/or user of CTRLFREQ services, can be a class representative, class member, or otherwise participate in a class, representative, consolidated or private attorney general proceeding with respect to the matters set forth in the first sentence of this paragraph. You agree that this Class Action Waiver is material and essential to the arbitration of any dispute between you and CTRLFREQ and is non-severable from the Arbitration Agreement. If any portion of this Class Action Waiver is limited, voided, or cannot be enforced, then the Arbitration Agreement shall be null and void. You understand that by agreeing to this Class Action Waiver, you may only pursue Dispute against CTRLFREQ in an individual capacity and not as a plaintiff or class member in any purported class action or representative proceeding.

8. Limitation of Procedural Rights. You understand and agree that, by entering into this Arbitration Agreement, you and CTRLFREQ are each agreeing to arbitration instead of the right to a trial before a judge or jury in a public court. In the absence of this Arbitration Agreement, you and CTRLFREQ might otherwise have a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). By using the CTRLFREQ Site or any Class, product or services, or otherwise accepting these Terms, you are entering into this Arbitration Agreement, and you give up those procedural rights. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited in arbitration. The right to appellate review of an arbitrator’s decision is much more limited than in court, and in general an arbitrator’s decision may not be appealed for errors of fact or law.

9. Severability. If any clause within this Arbitration Agreement, other than the Class Action Waiver clause above, is found to be illegal or unenforceable, that clause will be severed from this Arbitration Agreement, and the remainder of this Arbitration Agreement will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, then this entire Arbitration Agreement will be unenforceable and the Dispute will be decided by a court of competent jurisdiction.

10. Continuation. This Arbitration Agreement shall survive the termination of your contract with CTRLFREQ and your use of the CTRLFREQ Site, Classes and services.

    
    

11. Miscellaneous.

    1. Choice of Law; Forum. These Terms shall be governed in all respects by the laws of the State of Florida, without regard to conflict of law provisions, consistent with the Federal Arbitration Act (to the extent permitted by applicable law). If for any reason a claim proceeds in court rather than in arbitration (including any claims brought by parties outside the United States), the dispute shall be exclusively brought in state or federal court located in Miami-Dade County, Florida.

    2. Assignment. We may assign our rights and obligations under these Terms. The Terms will inure to the benefit of our successors, assigns and licensees.

    3. Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

    4. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

    5. Entire Agreement. These Terms, together with the Privacy Policy and any other Additional Terms, constitute the entire and exclusive understanding and agreement between you and us regarding your use of and access to the Services, and supersede and replace all prior oral or written understandings or agreements between you and CTRLFREQ regarding the Services.

    6. Claims; Statute of Limitations. IN THE EVENT YOU HAVE A CAUSE OF ACTION THAT IS NOT OTHERWISE BARRED BY THESE TERMS, YOU AND CTRLFREQ AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS AND/OR THE CTRLFREQ PLATFORM AND/OR ATTENDANCE AT, PARTICIPATION IN, USE OF OR PURCHASE OF CLASSES) MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

    7. Waiver. No waiver of any of these Terms by CTRLFREQ is binding unless authorized in writing by an executive officer of CTRLFREQ. In the event that CTRLFREQ waives a breach of any provision of these Terms, such waiver will not be construed as a continuing waiver of other breaches of the same nature or other provisions of these Terms and will in no manner affect the right of CTRLFREQ to enforce the same at a later time. Further, in the event we choose to grant an exception to these Terms, any such exception is in our sole discretion and does not entitle you or anyone else to any exceptions in the future for similar circumstances.

    8. If you have any questions about these Terms, please contact CTRLFREQ at [h@ctrlfreq.com] or 815 N. High St Columbus, OH 43215.