Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you and Subconscious Jiu-Jitsu Association, a California entity located in Los Angeles, California ("Company," "we," "us," or "our"), governing your access to and use of the GRADR platform available at bjjgradr.com and any related services (collectively, the "Platform").

By clicking "I agree," creating an account, or otherwise accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not use the Platform.

We reserve the right to modify these Terms at any time. We will notify registered users of material changes via email or in-app notification at least thirty (30) days before changes take effect. Your continued use of the Platform after such notice constitutes acceptance of the modified Terms.

For the purposes of these Terms:

• "Gym Owner" means the individual or entity that registers a gym or academy on the Platform, subscribes to a plan, and manages gym operations through the Platform.
• "Instructor" means an individual invited by a Gym Owner to use the Platform for teaching, scheduling, and related gym management activities.
• "Student" means an individual whose information is managed on the Platform by a Gym Owner, including those who access the student portal, book trial classes, or check in via the kiosk. Students may be adults or minors.
• "User" means any Gym Owner, Instructor, or Student who accesses or uses the Platform.
• "Content" means any data, text, curriculum materials, lesson plans, images, or other materials uploaded to or created on the Platform.

To create a Gym Owner or Instructor account, you must be at least eighteen (18) years of age and have the legal capacity to enter into a binding agreement. By registering, you represent and warrant that you meet these requirements.

Students under the age of eighteen (18) may use the Platform only with the consent of a parent or legal guardian. Students under the age of thirteen (13) are subject to additional protections described in our Student Privacy Notice and Section 11 of these Terms.

4.1 Account Creation

Gym Owner accounts are created through our invitation-based onboarding process. Instructor accounts are created by Gym Owners. Student portal access is granted by Gym Owners. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate.

4.2 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must notify us immediately at support@bjjgradr.com if you become aware of any unauthorized use of your account.

4.3 Gym Owner Responsibilities

Gym Owners are responsible for the accounts they create for Instructors and Students. This includes ensuring that Instructors and Students are informed of these Terms and the Privacy Policy, and that appropriate consent is obtained for minors. Gym Owners act as data controllers for their gym's data as described in our Privacy Policy.

GRADR provides gym management tools including, but not limited to:

• Class scheduling, attendance tracking, and kiosk check-in
• Student and instructor management
• Belt grading and promotion tracking
• Curriculum and lesson plan management
• Public booking for trial classes
• Student portal with read-only access to schedules, grades, and lessons
• Email and SMS campaigns
• Payment processing (via Stripe Connect)
• Instructor payroll tracking (with optional PayPal payouts)
• Reporting and analytics

We reserve the right to modify, suspend, or discontinue any feature of the Platform at any time, with reasonable notice for material changes.

6.1 Subscription Plans

Gym Owners subscribe to the Platform under one of the available tiers (Starter, Growth, Pro, or Comp). Plan details, features, and pricing are presented during the onboarding process and may be updated from time to time with thirty (30) days' notice.

6.2 Billing

Platform subscription fees are billed in advance on a monthly or annual basis through Stripe. By subscribing, you authorize us to charge your designated payment method for all applicable fees. All fees are non-refundable except as required by applicable law.

6.3 Failed Payments

If a payment fails, we will attempt to collect the outstanding balance. If payment remains outstanding for more than thirty (30) days, we may suspend your account until the balance is resolved.

6.4 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying any taxes associated with your use of the Platform, excluding taxes based on our net income.

7.1 Connected Accounts

Gym Owners may connect their own Stripe account through Stripe Connect to process student payments (memberships, billing). By connecting a Stripe account, you agree to Stripe's Connected Account Agreement in addition to these Terms.

7.2 Payment Responsibility

GRADR is not a payment processor. Student payments are processed by Stripe on behalf of the Gym Owner. The Gym Owner is solely responsible for:

• Resolving payment disputes with Students
• Issuing refunds where appropriate
• Managing chargebacks and associated fees
• Maintaining a positive Stripe account balance
• Complying with Stripe's terms and applicable payment regulations

7.3 No Guarantees

GRADR makes no representations regarding payment processing timelines, dispute outcomes, chargeback fees, or the availability of Stripe's services. Any payment-related disputes must be resolved between the Gym Owner and Stripe or the Student, not GRADR.

7.4 Negative Balances

If refunds or chargebacks cause a negative balance on your Stripe connected account, you are responsible for resolving that balance. We may suspend billing features if a negative balance persists for more than thirty (30) days.

You agree not to:

• Use the Platform for any unlawful purpose or in violation of any applicable law
• Upload or transmit viruses, malware, or other harmful code
• Attempt to gain unauthorized access to any part of the Platform or its infrastructure
• Interfere with or disrupt the Platform's operation or other users' use
• Scrape, crawl, or use automated means to access the Platform without our consent
• Use the email or SMS campaign features to send spam, unsolicited messages, or messages that violate applicable anti-spam laws (CAN-SPAM, TCPA)
• Process fraudulent payments or misuse payment processing features
• Impersonate another person or entity
• Use the Platform to collect or store personal data of individuals without appropriate legal basis or consent
• Share, sell, or redistribute student or instructor data obtained through the Platform to third parties for marketing or other unauthorized purposes

Violation of these terms may result in immediate suspension or termination of your account.

9.1 Platform Ownership

The Platform, including its software, design, logos, trademarks, and documentation, is owned by Subconscious Jiu-Jitsu Association and protected by intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Platform except for the limited right to use it in accordance with these Terms.

9.2 Your Content

You retain ownership of all Content you upload to the Platform, including curriculum materials, lesson plans, student records, and gym configurations. By uploading Content, you grant us a limited, non-exclusive license to store, process, and display your Content solely for the purpose of providing the Platform services to you.

9.3 Shared Content

When Gym Owners or Instructors mark curriculum areas, systems, or lessons as "shared," that Content becomes visible (read-only) to other Instructors at the same gym. The sharing is limited to the gym and does not transfer ownership.

9.4 Feedback

If you provide suggestions, ideas, or feedback about the Platform, you grant us a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without obligation to you.

10.1 Platform Communications

By creating an account, you consent to receive transactional communications from GRADR, including account notifications, booking confirmations, shift updates, and system alerts. These are necessary for Platform operation and cannot be opted out of while maintaining an active account.

10.2 Gym Owner Campaigns

Gym Owners may use the Platform's campaign features to send email and SMS messages to their Students, Instructors, and Leads. Gym Owners are solely responsible for:

• Obtaining appropriate consent from recipients before sending campaigns
• Complying with the CAN-SPAM Act, Telephone Consumer Protection Act (TCPA), and other applicable messaging laws
• Providing opt-out mechanisms as required by law
• The content of all messages sent through the Platform

GRADR provides the delivery infrastructure but is not responsible for the content or legality of Gym Owner campaigns.

The Platform may be used to manage information about Students who are minors (under 18). This is common in Brazilian Jiu-Jitsu academies that offer children's programs.

11.1 Gym Owner Obligations

Gym Owners are responsible for obtaining verifiable parental or guardian consent before entering a minor's personal information into the Platform. This includes, but is not limited to, the child's name, date of birth, contact information, belt rank, and photographs.

11.2 Children Under 13

For children under the age of thirteen (13), Gym Owners must comply with the Children's Online Privacy Protection Act (COPPA). GRADR acts as a service provider to the Gym Owner for the purposes of COPPA. See our Student Privacy Notice for detailed information about how children's data is handled.

11.3 Parental Rights

Parents or guardians of minors may request to review, correct, or delete their child's information at any time by contacting their Gym Owner or by emailing us at privacy@bjjgradr.com.

The Platform integrates with the following third-party services to provide its functionality:

• Stripe — Payment processing (platform billing and student billing via Connect)
• Resend — Transactional and campaign email delivery
• Twilio — SMS campaign delivery
• PayPal — Optional instructor payroll payouts
• Supabase — Database hosting, authentication, and file storage
• YouTube — Embedded video content in lessons and welcome pages

Your use of these third-party services is subject to their respective terms and privacy policies. GRADR is not responsible for the availability, performance, or practices of third-party services. We are not liable for any loss or damage arising from third-party service outages, data breaches at third-party providers, or changes to third-party terms.

Our collection, use, and protection of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. Key points:

• Gym Owners are data controllers for their gym's student and instructor data
• GRADR acts as a data processor on behalf of Gym Owners
• We implement industry-standard security measures including encryption, row-level security, and access controls
• We do not sell personal data to third parties

Gym Owners may export their student data in CSV format at any time through the Platform. Upon termination of your account, you will have thirty (30) days to export your data before it is deleted from our systems, subject to legal retention requirements.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Without limiting the foregoing, we do not warrant that:

• The Platform will be uninterrupted, error-free, or secure
• Any defects will be corrected in a timely manner
• The Platform will meet your specific requirements
• Data transmitted through the Platform will be free from unauthorized access

GRADR is a gym management tool and does not provide legal, financial, medical, or professional advice. Gym Owners are responsible for ensuring their use of the Platform complies with applicable laws and regulations.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUBCONSCIOUS JIU-JITSU ASSOCIATION, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

These limitations apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

You agree to indemnify, defend, and hold harmless Subconscious Jiu-Jitsu Association and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Your use of the Platform
• Your violation of these Terms
• Your violation of any applicable law or third-party rights
• Content you upload or transmit through the Platform
• Payment disputes between you and your Students or Stripe
• Your failure to obtain appropriate consent for processing personal data, including data of minors
• Email or SMS campaigns you send through the Platform

18.1 Termination by You

You may terminate your account at any time by contacting us at support@bjjgradr.com. For Gym Owners with active subscriptions, termination takes effect at the end of the current billing period. No refunds will be issued for partial billing periods.

18.2 Termination by Us

We may suspend or terminate your account immediately if you violate these Terms, engage in fraudulent activity, fail to pay applicable fees for more than thirty (30) days, or if required by law. We will provide notice of termination unless prohibited by law or where immediate action is necessary to protect the Platform or other users.

18.3 Effect of Termination

Upon termination, your right to use the Platform ceases immediately. We will retain your data for thirty (30) days to allow for export, after which it will be deleted from our active systems. Backup copies may persist for up to ninety (90) additional days before being permanently deleted. Provisions of these Terms that by their nature should survive termination (including Sections 9, 15, 16, 17, and 20) will survive.

19.1 Informal Resolution

Before initiating any formal dispute resolution, you agree to contact us at legal@bjjgradr.com and attempt to resolve the dispute informally for at least thirty (30) days.

19.2 Arbitration

If informal resolution fails, any dispute arising out of or relating to these Terms or the Platform shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures. The arbitration shall take place in Los Angeles County, California. The arbitrator's decision shall be final and binding.

19.3 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If this waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

19.4 Exceptions

Either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. To the extent litigation is permitted under these Terms, the exclusive jurisdiction and venue shall be the state and federal courts located in Los Angeles County, California.

21.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable order forms, constitute the entire agreement between you and us regarding the Platform.

21.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

21.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

21.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction in connection with a merger, acquisition, or sale of assets.

21.5 Force Majeure

We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from circumstances beyond our reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, government actions, or third-party service outages.

For questions about these Terms, please contact us: