Terms of Service & SaaS License Agreement

These Terms include an agreement to resolve disputes by binding individual arbitration and a waiver of the right to a court or jury trial and to participate in a class action (Section 16).

1. Definitions and Scope

1.1. Academy or Customer. The sports academy, club, team, facility, instructor, or other business entity identified during onboarding or on the applicable Order Form. "You" and "your" refer to that Academy, not to an Academy Customer.

1.2. Academy Customer. A parent, guardian, athlete, member, participant, purchaser, or other end user who obtains goods or services from the Academy. Academy Customers are not parties to this Academy SaaS Agreement merely because they use an Academy-branded portal or make a payment through the Service.

1.3. Academy Transaction. A payment for lessons, programs, memberships, events, merchandise, or other goods or services sold or provided by the Academy and processed as a direct charge on the Academy's connected Stripe account.

1.4. Connected Account. The Academy's Stripe connected account or another approved payment account linked to the Service.

1.5. Platform Fees. HQPodium subscription fees, add-on fees, usage charges, application fees, platform transaction fees, administration fees, recovery fees, and other amounts payable to HQPodium under this Agreement, an Order Form, or an accepted Pricing Schedule.

1.6. Platform-Processed Refund. A refund that HQPodium technologically initiates or administers through the Service at the Academy's direction after the Academy separately enables that functionality and accepts the applicable Refund Authorization.

1.7. Service. HQPodium's hosted software platform, websites, Academy-branded portals, payment integrations, communications tools, applications, documentation, support, and related services made available under this Agreement.

1.8. Business Agreement. These Terms are intended for business use only. Separate end-user, parent/guardian, privacy, enrollment, and Academy refund terms may apply to Academy Customers.

2. The Service and SaaS License

2.1. Service. HQPodium provides a software-as-a-service platform for scheduling, payments, communications, administration, reporting, and related Academy operations. HQPodium is not the provider of the Academy's coaching, instruction, events, merchandise, facilities, or other goods or services.

2.2. License. During an authorized trial or paid subscription term, HQPodium grants the Academy a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for the Academy's internal business operations and authorized Academy Customer interactions.

2.3. Changes to Features. HQPodium may improve, replace, discontinue, or modify features from time to time. HQPodium will provide reasonable advance notice when a change materially reduces a core paid feature, except when immediate changes are reasonably required for security, legal compliance, processor requirements, or service integrity.

2.4. Beta Features. Features identified as beta, preview, experimental, or early access may be modified or discontinued at any time and are provided without service-level commitments.

3. Eligibility, Authority, and Accounts

3.1. Eligibility and Authority. The individual creating or administering an account must be at least 18 years old and authorized to bind the Academy. The Academy is responsible for all administrators, employees, contractors, coaches, and other users it authorizes.

3.2. Account Information. The Academy must provide accurate, current, and complete legal, tax, contact, banking, and business information and promptly update it. HQPodium may rely on information supplied by the Academy and may require reasonable verification.

3.3. Security. The Academy is responsible for safeguarding credentials, using reasonable access controls, promptly removing unauthorized users, and notifying HQPodium at ron@hqpodium.com of suspected unauthorized access or compromise.

3.4. Account Activity. The Academy is responsible for activity performed through its account, including refund decisions, messages, schedules, pricing, Academy Transaction descriptions, and changes made by authorized users, except to the extent caused by HQPodium's own unauthorized conduct.

4. Trials, Plans, Platform Fees, and Subscription Billing

4.1. Plans and Add-Ons. HQPodium offers subscription tiers and optional add-ons with pricing and included features displayed at signup, in the Service, on hqpodium.com, or in an Order Form. The accepted checkout screen, Order Form, and applicable Pricing Schedule are incorporated into this Agreement.

4.2. Free Trials and Conversion. A promotional trial lasts for the period displayed at signup, currently fourteen (14) days unless another period is shown. When the signup flow states that a payment method is required and that the trial will convert automatically, the selected paid subscription begins and the displayed recurring charge is made when the trial ends unless the Academy cancels before the conversion date. The checkout flow must disclose the plan, price, billing cadence, trial end date, and cancellation method before enrollment.

4.3. Recurring Billing Authorization. The Academy authorizes HQPodium and its billing processor to charge the payment method on file for recurring subscription fees, add-ons, usage charges, taxes, and other Platform Fees expressly authorized under this Agreement until cancellation becomes effective. This subscription billing authorization is separate from the business ACH Refund Authorization in Section 5.11.

4.4. Usage-Based Charges. Usage-based add-ons, including text messaging where enabled, may include a recurring fee, an allowance, and charges above the allowance at the rate shown when enabled. Usage is measured by Service records. HQPodium does not necessarily stop usage when an allowance is exceeded. Accrued usage remains payable after cancellation and may be billed in arrears on the final invoice.

4.5. Dedicated Phone Numbers. A telephone number provisioned for a messaging add-on is licensed for use during the enabled subscription and is not sold to the Academy. Unless HQPodium expressly agrees otherwise, the number may be released when the add-on or subscription ends and may not be recoverable.

4.6. Price Changes. HQPodium may change recurring subscription or add-on pricing on at least thirty (30) days' advance electronic notice. A price change applies no earlier than the next renewal after the effective date and does not alter a fixed-price committed term unless the applicable Order Form permits it.

4.7. Platform Fee Refund Policy. Except where required by applicable law or expressly stated in an Order Form or written refund commitment from HQPodium, Platform Fees are non-refundable, including fees for partial billing periods, unused features, downgrades, or early cancellation. This Section addresses amounts paid to HQPodium and is separate from the Academy's refund obligations to Academy Customers under Section 5.

4.8. Taxes on Platform Fees. Platform Fees exclude applicable sales, use, excise, value-added, and similar transaction taxes. The Academy is responsible for those taxes, excluding taxes imposed on HQPodium's net income.

4.9. Late or Failed Payments. HQPodium may retry failed charges, suspend paid features or access, require another payment method, and recover reasonable collection costs and returned-payment charges to the extent permitted by law. Undisputed amounts remain due during any investigation of a disputed portion.

4.10. Cancellation. A month-to-month subscription may be cancelled through the billing portal or another method HQPodium makes available. Cancellation takes effect at the end of the then-current paid billing period unless the checkout or Order Form states otherwise. Cancellation stops future renewals but does not waive Platform Fees, usage, reimbursement obligations, or other amounts already incurred. Annual or multi-year terms may have different cancellation rules stated in the applicable Order Form.

5. Academy Payments, Stripe Connect, Refunds, and Financial Responsibility

5.1. Confirmed Direct-Charge Architecture. HQPodium creates Academy PaymentIntents in the applicable Academy's connected Stripe account using the Stripe connected-account context, including the Stripe-Account request header. HQPodium does not use transfer_data[destination], destination charges, or separate charges and transfers for Academy Transactions. Each Academy Transaction is therefore a Stripe Connect direct charge on the Academy's Connected Account.

5.2. Academy Is Merchant of Record and Seller. The Academy is the merchant of record, provider, and seller for each Academy Transaction. The Academy, not HQPodium, is responsible for the description, pricing, legality, quality, delivery, fulfillment, cancellation, refund, customer service, taxes, and other obligations associated with the Academy's goods and services. The Academy must ensure that its legal or trade name, customer-service contact information, statement descriptor, and applicable refund and cancellation policy are clearly identified during checkout and on receipts.

5.3. Stripe Connected Account. The Academy must establish and maintain an eligible Connected Account, complete Stripe's onboarding and verification requirements, and comply with the Stripe Connected Account Agreement, Stripe Services Agreement, payment-method rules, and card-network rules. Stripe may withhold, reserve, debit, suspend, or otherwise act on the Connected Account under its own agreements and rules. HQPodium does not control Stripe's independent decisions.

5.4. Application Fees. HQPodium receives its contractual platform transaction fee through Stripe's application_fee_amount functionality or another disclosed method. Unless an Order Form or Pricing Schedule expressly states otherwise, an application fee is earned when the underlying Academy Transaction is successfully processed and is not automatically returned because the Academy later issues a full or partial refund, credit, cancellation, or adjustment.

5.5. Academy Refund and Cancellation Policies. The Academy must establish, accurately disclose, and honor lawful refund, cancellation, rescheduling, no-show, and credit policies. Eligibility is governed by the Academy's disclosed policy and applicable law. Academy Customers must be directed to the Academy for refund and cancellation decisions. HQPodium does not decide whether an Academy Customer is entitled to a refund or fund the Academy's refund obligation.

5.6. Optional Platform-Processed Refunds. At the Academy's direction, HQPodium may facilitate an approved refund through Stripe Connect to the original payment method. Platform-Processed Refunds are optional and may be enabled only after the Academy separately accepts the Refund Authorization and any required business ACH authorization. Without an active authorization, the refund feature may be disabled and the Academy remains solely responsible for satisfying lawful refund obligations through other methods available to the Academy.

5.7. Refund Administration and Recovery Fee. When HQPodium processes, administers, reconciles, advances, or recovers an Academy refund or related negative transaction, HQPodium may charge a Refund Administration and Recovery Fee equal to 3.4% of the amount refunded, disputed, charged back, reversed, or otherwise recovered, plus $0.50 for each refund or recovery event. For a partial refund, the percentage is calculated on the partial amount. Multiple separately initiated partial refunds or recovery events may each incur the $0.50 component. This is an HQPodium fee, not a Stripe fee, and may be charged in addition to retained application fees and third-party fees. It must be conspicuously disclosed and affirmatively accepted before Platform-Processed Refunds are enabled.

5.8. Refund Processing and Third-Party Fees. Unless applicable law or payment-processor rules permit another method, an approved refund will be sent to the original payment method. Stripe, card-network, ACH, banking, and other third-party fees may be non-refundable. The Academy bears those costs to the extent attributable to its Academy Transactions.

5.9. Disputes, Chargebacks, Reversals, and Cooperation. Refunds, disputes, chargebacks, reversals, and negative transactions are initially applied to the Academy's Connected Account and Stripe balance. The Academy must maintain sufficient funds, monitor notices, respond promptly, and provide accurate evidence within processor deadlines. A chargeback decision does not determine whether the Academy fulfilled its contractual duties, but the Academy remains financially responsible for the processor result and related costs.

5.10. Reimbursement Obligation. If HQPodium, its Stripe platform account, another processor account, or HQPodium funds are actually debited, reserved, withheld, assessed, advanced, or otherwise used to satisfy an amount attributable to an Academy Transaction, the Academy must reimburse HQPodium for:

(a) the refund, credit, chargeback, dispute, reversal, returned-payment amount, or negative balance;

(b) processing, dispute, card-network, banking, ACH, returned-payment, and other third-party fees not returned or credited to HQPodium;

(c) fines, penalties, taxes, assessments, and expenses attributable to the Academy's transactions, conduct, breach, misrepresentation, or violation; and

(d) the disclosed Refund Administration and Recovery Fee and reasonable collection costs permitted by law.

Amounts under Section 5.10 are a contractual debt due upon electronic notice. The obligation applies whether or not the Academy initiated or approved the underlying refund and survives disabling refund functionality, revoking ACH authorization, changing bank accounts, disconnecting Stripe, suspension, or termination.

5.11. Recovery Methods. Subject to applicable law and processor rules, HQPodium may recover amounts owed by using one or more of the following methods, in any order:

(a) requesting or permitting Stripe or another processor to apply available Connected Account funds or debit an eligible external business account under the processor's own authority;

(b) setting off the amount against credits, rebates, application-fee reversals, or other amounts HQPodium otherwise owes the Academy;

(c) requiring a commercially reasonable reserve, security deposit, or advance payment as a condition of continued payment or refund functionality;

(d) suspending Platform-Processed Refunds, payment-related features, payouts to the extent controlled by HQPodium, or access to the Service;

(e) initiating a debit under a separately accepted, valid Recurring Variable Business ACH Debit Authorization;

(f) charging another payment method the Academy has expressly authorized for the applicable amount; or

(g) invoicing the Academy and using other lawful collection remedies.

HQPodium is not required to exhaust one recovery method before using another. HQPodium will provide an electronic transaction record identifying the amount and underlying event. A claimed calculation error should be reported within ten (10) business days, but this review period does not shorten any non-waivable legal right.

5.12. Separate Business ACH Authorization. A recurring variable ACH debit may be initiated only under a separate authorization that identifies the designated business account, the permitted categories and calculation method, notice timing, revocation method, and electronic-signature record. The Academy must not designate a consumer account maintained primarily for personal, family, or household purposes. Revocation operates prospectively, may disable Platform-Processed Refunds, and does not extinguish amounts already owed.

5.13. Academy Transaction Taxes. The Academy is solely responsible for determining, collecting, reporting, and remitting sales, admission, use, goods-and-services, and other taxes arising from Academy Transactions, unless Stripe or HQPodium expressly agrees in writing to perform a particular tax function. HQPodium does not provide tax advice.

6. Customer Data, Privacy, and Minor Data

6.1. Customer Data. "Customer Data" means data, content, records, messages, schedules, rosters, payment metadata, and other information submitted to or generated through the Service for the Academy, excluding HQPodium technology, system telemetry, and de-identified information that cannot reasonably identify the Academy or an individual.

6.2. Ownership and Limited License. As between the parties, the Academy retains its rights in Customer Data. The Academy grants HQPodium and its approved service providers a limited license to host, process, transmit, display, back up, secure, and otherwise use Customer Data as reasonably necessary to provide, support, protect, and improve the Service and comply with law.

6.3. Academy Responsibility for Data. The Academy is responsible for the lawfulness, accuracy, and content of Customer Data; providing required notices; obtaining required permissions and consents; honoring privacy requests that apply to the Academy; and configuring access appropriately. The Academy must not submit Social Security numbers, full payment-card data, medical records regulated as protected health information, or other highly sensitive information unless HQPodium expressly supports that data category in writing.

6.4. Data About Children Under 13. The Academy must not enable a child under 13 to directly create an account or submit personal information online through the Service unless the parent or legal guardian has first received the required direct notice and completed a verifiable parental-consent process made available or approved in writing by HQPodium, or another lawful exception applies. The Academy's acceptance of this business Agreement is not parental consent. When a parent, guardian, or authorized Academy adult enters information about a minor, the Academy remains responsible for having lawful authority and providing any required notices.

6.5. Separate Parent/Family Terms. Parents, guardians, and Academy Customers should be presented with a separate Parent/Family Portal Terms of Use, applicable Academy enrollment and refund terms, and the appropriate Privacy Notice. They should not be asked to accept this Academy SaaS Agreement as though they were the subscribing business.

6.6. Use of Minor Data. HQPodium will use personal data collected directly from or about children under 13 only to operate, maintain, secure, support, and improve the Service; provide customer support; comply with law; and produce aggregated or de-identified analysis that does not identify a child. HQPodium will not sell or use Minor Data for third-party advertising or unrelated model training. Additional practices are described in the Privacy Policy and any applicable parental notice.

6.7. General Data and No Sale. HQPodium may use data relating to adults and individuals 13 or older to provide, secure, support, and improve the Service, develop features, communicate with the Academy, and create aggregated or de-identified analytics. HQPodium does not sell or rent Customer Data or share mobile phone numbers or messaging opt-in data with third parties for their own marketing or promotional purposes. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. The above excludes text messaging originator opt-in data and consent; this information will not be shared with any third parties.

6.8. Date of Birth and Age Information. Where age is relevant to a feature or privacy obligation, the Academy will provide or enable accurate collection of date-of-birth or age information. HQPodium may use that information to apply age-appropriate workflows and legal requirements.

6.9. Export and Retention After Termination. During the subscription and for thirty (30) days after termination or expiration, HQPodium will use reasonable efforts to make Customer Data available for export in a commonly used format. Access may be limited to an export process. After that period, HQPodium may delete or de-identify Customer Data according to its retention practices, backup cycles, legal obligations, and Privacy Policy. Reactivation may restore access only if the data has not been deleted; HQPodium does not promise indefinite retention or restoration at any time.

6.10. Security. HQPodium will maintain reasonable administrative, technical, and physical safeguards appropriate to the nature of the Service and Customer Data. No online service is completely secure, and HQPodium does not guarantee that unauthorized access, loss, or interruption will never occur.

6.11. Privacy Policy and Data Processing Terms. The HQPodium Privacy Policy is incorporated by reference. If applicable privacy law requires additional controller-processor or service-provider terms, the parties will enter into HQPodium's then-current Data Processing Addendum.

7. Messaging and Communications Features

7.1. Academy Responsibility. The Academy is the sender and is responsible for message content, recipient lists, sender identification, consent, opt-out handling, quiet hours, and compliance with the Telephone Consumer Protection Act, CAN-SPAM Act, carrier requirements, and other applicable communications laws and rules.

7.2. Consent Records. The Academy must maintain sufficient records of consent and provide them promptly upon request. The Academy must honor STOP and other opt-out requests and must not use the Service for purchased lists, unlawful telemarketing, harassment, or deceptive messages.

7.3. Carrier and Provider Actions. Message delivery is not guaranteed. Carriers and providers may filter, delay, block, suspend, or reject messages or numbers. HQPodium may suspend messaging functionality when reasonably necessary to address legal, carrier, reputational, or security risk.

8. Acceptable Use

The Academy and its users must not:

(a) use the Service for unlawful, fraudulent, deceptive, abusive, or harmful purposes;

(b) upload or transmit content that infringes intellectual-property, privacy, publicity, or other rights;

(c) collect, expose, or misuse personal information without lawful authority, including information concerning minors;

(d) reverse engineer, decompile, scrape, probe, bypass, or attempt unauthorized access to the Service or another account;

(e) interfere with the integrity, security, availability, or performance of the Service;

(f) send unlawful, unsolicited, or misleading communications;

(g) use the Service to facilitate prohibited or high-risk goods or services without HQPodium's written approval;

(h) resell, sublicense, timeshare, or provide the Service outside the Academy's own operations without written consent; or

(i) use Service output or access to build or train a competing product through systematic extraction or unauthorized automated means.

HQPodium may investigate suspected violations and take proportionate action, including restricting content or features, suspending access, preserving evidence, or cooperating with lawful requests.

9. Third-Party Services

9.1. Integrations. The Service may integrate with Stripe, Supabase, communications providers, email providers, hosting providers, analytics tools, and other third parties. Their services are governed by their own terms and privacy practices.

9.2. Availability and Changes. HQPodium is not responsible for third-party acts, omissions, outages, fee changes, account decisions, or discontinued functionality beyond HQPodium's reasonable control. HQPodium may replace an integration with a reasonably comparable provider.

9.3. Academy Authorization. The Academy authorizes HQPodium to exchange Customer Data and instructions with enabled third-party services as necessary to provide the requested integration, subject to the Privacy Policy and applicable law.

10. Intellectual Property and Feedback

10.1. HQPodium Property. HQPodium and its licensors retain all right, title, and interest in the Service, software, designs, workflows, documentation, APIs, trademarks, logos, and underlying technology. Except for the limited license in Section 2.2, no rights are transferred to the Academy.

10.2. Academy Branding. The Academy grants HQPodium a limited license to use Academy names, logos, colors, and other materials solely to configure and provide the Academy-branded Service and related support. Public marketing use requires the Academy's separate permission unless otherwise stated in an Order Form.

10.3. Feedback. The Academy may provide suggestions or feedback. HQPodium may use feedback without restriction or obligation, provided HQPodium does not publicly identify confidential Academy information without permission.

11. Confidentiality

11.1. Confidential Information. Each party may receive non-public business, technical, financial, security, product, or customer information that a reasonable person would understand to be confidential. Customer Data is the Academy's Confidential Information; non-public Service technology, security information, and pricing are HQPodium's Confidential Information.

11.2. Protection and Use. The receiving party will use Confidential Information only to perform or exercise rights under this Agreement and will protect it using at least reasonable care. Disclosure is limited to personnel, professional advisers, and service providers who need to know and are bound by confidentiality obligations.

11.3. Exclusions. Confidential Information does not include information the receiving party can document was lawfully known without restriction, independently developed, publicly available without breach, or lawfully received from a third party without duty of confidentiality.

11.4. Required Disclosure. A receiving party may disclose information when legally required after providing advance notice when lawful and reasonably cooperating with protective measures at the disclosing party's expense.

11.5. Equitable Relief. Unauthorized use or disclosure may cause irreparable harm for which monetary damages are inadequate. Either party may seek temporary or equitable relief as permitted by Section 16.6.

12. Term, Suspension, Termination, and Effect

12.1. Term. This Agreement begins when accepted and continues through any trial and paid subscription until terminated.

12.2. Termination by Academy. The Academy may cancel as described in Section 4.10. Termination does not relieve the Academy of payment, reimbursement, indemnity, or other obligations arising before or surviving termination.

12.3. Suspension or Termination by HQPodium. HQPodium may suspend or terminate access immediately for material breach, non-payment, suspected fraud, unlawful activity, payment-processor or carrier requirement, security risk, threat to minors or other users, misuse of the Service, or risk of material harm. When reasonably practicable, HQPodium will provide notice and an opportunity to cure a remediable breach.

12.4. Effect. When access ends, paid features and add-ons are disabled; dedicated numbers may be released; outstanding Platform Fees and Academy reimbursement obligations become due; and data export and retention are governed by Section 6.9. The Academy must stop using HQPodium intellectual property and credentials.

12.5. Survival. Sections concerning accrued fees, Academy Transactions, refunds, disputes, reimbursement, taxes, data export and permitted retention, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and general provisions survive as necessary to give them effect.

13. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." HQPODIUM DISCLAIMS EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HQPODIUM DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR SUITABLE FOR EVERY ACADEMY WORKFLOW.

HQPODIUM IS NOT RESPONSIBLE FOR THE ACADEMY'S COACHING, INSTRUCTION, SAFETY, FACILITIES, EVENTS, EMPLOYEES, CONTRACTORS, MERCHANDISE, REFUND DECISIONS, TAXES, OR CUSTOMER RELATIONSHIPS. INFORMATION AND AUTOMATION PROVIDED THROUGH THE SERVICE ARE NOT LEGAL, TAX, ACCOUNTING, MEDICAL, OR OTHER PROFESSIONAL ADVICE.

THE FOREGOING DISCLAIMERS DO NOT EXCLUDE WARRANTIES OR RIGHTS THAT CANNOT LAWFULLY BE DISCLAIMED.

14. Limitation of Liability

14.1. Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HQPODIUM AND ITS OFFICERS, EMPLOYEES, CONTRACTORS, AND AFFILIATES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

14.2. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HQPODIUM'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE PLATFORM FEES PAID OR PAYABLE BY THE ACADEMY TO HQPODIUM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT FIRST GIVING RISE TO THE CLAIM. FOR A CLAIM ARISING DURING A FREE TRIAL BEFORE ANY PLATFORM FEE IS PAID, THE CAP IS ONE HUNDRED DOLLARS ($100).

14.3. Exclusions from Academy Protections. The exclusions and cap in Sections 14.1 and 14.2 do not reduce the Academy's obligation to pay Platform Fees or reimburse Academy Transaction losses, and do not limit the Academy's indemnification obligations, unauthorized use of HQPodium intellectual property, breach of confidentiality, fraud, or willful misconduct.

14.4. Non-Waivable Liability. Nothing in this Agreement excludes or limits liability to the extent a limitation is prohibited by applicable law. The parties agree that the limitations allocate risk and are an essential basis of the bargain.

15. Indemnification

15.1. Academy Indemnity. The Academy will defend, indemnify, and hold harmless HQPodium and its officers, employees, contractors, affiliates, and service providers from third-party claims, demands, proceedings, losses, damages, penalties, liabilities, judgments, settlements, and reasonable attorneys' fees arising out of or relating to:

(a) the Academy's goods, services, coaching, events, facilities, merchandise, advertising, safety practices, or customer relationships;

(b) an Academy Transaction, refund or cancellation policy, refund decision, chargeback, tax, or failure to fulfill or lawfully describe an Academy offering;

(c) Customer Data, Academy content, or failure to obtain required rights, notices, permissions, or parental consent;

(d) the Academy's messages, recipient lists, communications practices, or violation of TCPA, CAN-SPAM, carrier, or similar requirements;

(e) the Academy's breach of this Agreement, misrepresentation, negligence, willful misconduct, or violation of law or third-party rights; or

(f) acts or omissions of the Academy's owners, staff, coaches, contractors, or authorized users.

15.2. Procedure. HQPodium will provide reasonably prompt notice, subject to no loss of rights except to the extent delay materially prejudices the defense. HQPodium may control the defense with counsel of its choice, and the Academy will reasonably cooperate. The Academy may not settle a claim in a manner that admits wrongdoing by, imposes non-monetary obligations on, or fails to fully release HQPodium without HQPodium's written consent.

15.3. Limitation. The Academy has no indemnity obligation to the extent a final, non-appealable determination finds the claim was caused by HQPodium's gross negligence or willful misconduct.

16. Binding Individual Arbitration; Court, Jury, and Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. EXCEPT FOR THE LIMITED MATTERS IN SECTION 16.6, BOTH PARTIES AGREE TO RESOLVE COVERED DISPUTES BY PRIVATE BINDING ARBITRATION INSTEAD OF SUING IN COURT. THERE IS NO JUDGE OR JURY IN ARBITRATION, COURT REVIEW IS LIMITED, AND BOTH PARTIES KNOWINGLY GIVE UP THE RIGHT TO A COURT OR JURY TRIAL FOR COVERED DISPUTES.

16.1. Agreement to Arbitrate. Except for the matters expressly excluded in Section 16.6, every dispute, claim, or controversy arising out of or relating to this Agreement, the Service, an Order Form, Platform Fees, Academy Transactions, or the parties' relationship (a "Dispute") will be resolved by final and binding arbitration on an individual basis. This arbitration agreement is governed by the Federal Arbitration Act.

16.2. Informal Resolution First. Before filing arbitration, the claimant must send written notice describing the facts, legal basis, and requested relief. Notice to HQPodium must be sent to ron@hqpodium.com. The parties will attempt in good faith to resolve the Dispute for thirty (30) days after receipt. Any limitations period is tolled during that thirty-day period to the extent permitted by law.

16.3. Administrator and Rules. Arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Mediation Procedures then in effect. If AAA determines that another AAA rule set must apply under its policies, that rule set will govern. The arbitration will be heard by one neutral arbitrator. The arbitrator may award any individual remedy a court could award under this Agreement and applicable law, but may not consolidate claims or preside over a class, collective, or representative proceeding.

16.4. Location and Format. The arbitration seat will be New Jersey. Hearings may occur remotely, by documents, or in person in New Jersey as the applicable rules and arbitrator permit, taking into account burden and proportionality.

16.5. Fees and Award. Filing, administration, and arbitrator fees will be allocated under the applicable AAA rules, subject to any non-waivable law. Each party bears its own attorneys' fees unless a statute, this Agreement, or the arbitrator permits fee shifting. The award must be written, is final and binding, and may be entered as a judgment in any court with jurisdiction.

16.6. Limited Exceptions. Either party may:

(a) bring an individual claim within the jurisdiction of a small claims court;

(b) seek temporary, emergency, or preliminary injunctive relief from a court to protect confidential information, intellectual property, data security, account integrity, or the status quo while arbitration is pending; or

(c) pursue a claim that applicable law expressly prohibits from being arbitrated.

Seeking limited court relief under this Section does not waive arbitration of the remaining merits.

16.7. Class and Representative Action Waiver. THE PARTIES MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES. NEITHER PARTY MAY PARTICIPATE AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE PROCEEDING TO THE EXTENT PERMITTED BY LAW.

16.8. Jury Trial Waiver for Non-Arbitrable Claims. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOR ANY DISPUTE THAT PROCEEDS IN COURT RATHER THAN ARBITRATION, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHT TO A TRIAL BY JURY.

16.9. Authority and Severability. The arbitrator will decide issues of contract interpretation and arbitrability, except a court will decide the enforceability of Sections 16.7 and 16.8 and any issue that applicable law requires a court to decide. If a provision of this Section is unenforceable, it will be severed and the remainder enforced, except that if Section 16.7 is unenforceable for a particular claim, that claim must proceed in the court identified in Section 17 and not in class arbitration.

17. Governing Law and Venue for Non-Arbitrable Matters

17.1. Governing Law. New Jersey law governs this Agreement without regard to conflict-of-law principles, except that the Federal Arbitration Act governs Section 16.

17.2. Exclusive Court Venue. For a matter properly proceeding in court under Section 16.6 or 16.9, the parties consent to exclusive jurisdiction in the state courts of New Jersey or the United States District Court for the District of New Jersey, as subject-matter jurisdiction permits, and waive objections based on personal jurisdiction or inconvenient forum.

18. General Provisions

18.1. Entire Agreement and Incorporated Documents. This Agreement, together with the applicable Order Form, accepted checkout disclosures, Pricing Schedule, Privacy Policy, Data Processing Addendum, Refund Authorization, and Recurring Variable Business ACH Debit Authorization, constitutes the entire agreement concerning the Service and supersedes prior or contemporaneous proposals and understandings on that subject.

18.2. Order of Precedence. For a direct conflict, a mutually signed Order Form controls first; then a separately accepted Refund or ACH Authorization controls for its specific subject; then the applicable Pricing Schedule or checkout disclosure; then these Terms. The Privacy Policy and Data Processing Addendum control privacy and data-processing subjects within their scope.

18.3. Modifications. HQPodium may modify these Terms on at least fourteen (14) days' advance email or in-product notice for a material change, except immediate changes may be made when reasonably required by law, security, or a processor. Price changes are governed by Section 4.6. A change to Section 16 will not apply retroactively to a Dispute of which HQPodium had written notice before the change and, for existing Academies, will be presented for affirmative acceptance when it materially changes dispute-resolution rights.

18.4. Electronic Notices and Records. The Academy consents to receive agreements, invoices, debit notices, policy updates, and other records electronically at its designated email address or through the Service. The Academy must maintain a current email address. Electronic acceptance, clicks, timestamps, and retained records may serve as signatures and evidence of assent to the extent permitted by law.

18.5. Assignment. The Academy may not assign or transfer this Agreement without HQPodium's prior written consent. HQPodium may assign it in connection with a merger, financing, reorganization, acquisition, sale of assets, or transfer to an affiliate, provided the assignee assumes HQPodium's obligations.

18.6. Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, franchise, fiduciary, employment, joint venture, or agency relationship. The Academy has no authority to bind HQPodium, and HQPodium has no authority to bind the Academy to an Academy Customer contract.

18.7. Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations, including natural disasters, war, civil unrest, labor disputes, government action, internet or utility failures, cyberattacks, provider outages, or public-health emergencies. The affected party will use reasonable efforts to mitigate and resume performance.

18.8. No Third-Party Beneficiaries. Except for indemnified parties under Section 15, this Agreement creates no rights in Academy Customers or other third parties.

18.9. Severability and Reformation. If a provision is unenforceable, it will be enforced to the maximum lawful extent or severed, and the remaining provisions remain effective, subject to Section 16.9.

18.10. No Waiver. A failure or delay to enforce a provision is not a waiver. A waiver must be in a written or electronic record from the waiving party and applies only to the identified instance.

18.11. Headings and Interpretation. Headings are for convenience. "Including" means "including without limitation." The singular includes the plural when context requires. Neither party receives an interpretive presumption because it drafted a provision.

18.12. Contact. Legal notices and questions may be sent to ron@hqpodium.com. The Academy must also send notices through any additional notice method identified in an applicable Order Form.

By checking the box at signup or checkout, the signer confirms they are at least 18 years old, are authorized to bind the Academy, and agree on the Academy\u2019s behalf to these Terms of Service and the Privacy Policy.