01

Acceptance of Terms

By creating an account, subscribing to a plan, accessing the Kaayu platform, or clicking "I Agree," you ("Customer," "Subscriber," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms") and our Privacy Policy, which is incorporated herein by reference.

These Terms constitute a legally binding agreement between you and Kaayu Technology Inc. ("Kaayu," "we," "us," or "our"), a company registered in the Philippines operating the gym management platform at kaayu.online.

If you are agreeing to these Terms on behalf of a business (a gym, fitness studio, or other organization), you represent and warrant that you have the authority to bind that organization to these Terms. In that case, "you" refers to that organization.

If you do not agree to these Terms, do not create an account or use the platform.

02

Description of Service

Kaayu is a cloud-based, multi-tenant software-as-a-service (SaaS) platform designed for gym and fitness facility management. The platform includes, depending on your subscription plan:

  • Member management (profiles, contracts, enrollment, check-ins)
  • Billing and payment processing (subscription fees, PT sessions, invoicing)
  • Class scheduling and booking management
  • CRM and sales pipeline tools
  • Access control system integration
  • Reports, dashboards, and analytics
  • Staff and role management
  • Digital contract creation, sending, and storage
  • Member self-service portal

We may add, modify, or remove features at any time. Material feature removals that are part of your subscribed plan will be communicated with at least 30 days notice. New features may be subject to additional terms or pricing.

Platform is For Business Use

Kaayu is a business-to-business (B2B) platform. It is licensed to gym operators and fitness businesses, not to individual gym members directly. Individual gym members interact with the platform only through their gym's configured member portal.

03

Accounts & Eligibility

To use Kaayu, you must register for an account. You agree to:

  • Provide accurate, current, and complete information during registration
  • Maintain and promptly update your account information
  • Keep your password secure and not share your credentials with unauthorized parties
  • Notify us immediately of any unauthorized use of your account at security@kaayu.online
  • Be responsible for all activity that occurs under your account

You must be at least 18 years old and legally capable of entering into a binding contract under Philippine law (or the laws of your jurisdiction) to subscribe to Kaayu. Businesses must be legally registered entities.

We reserve the right to refuse registration or cancel accounts that violate these Terms, at our sole discretion.

04

Subscriptions & Billing

Subscription Plans

Kaayu is offered on a subscription basis. Plans are billed monthly or annually as selected at signup. Current plan details and pricing are available at kaayu.online/pricing. Pricing is subject to change with 30 days notice.

Plan Typical Use Case Billing Cycle
Starter Small gyms, boutique studios, up to ~100 members Monthly or Annual
Growth Growing gyms, up to ~500 members, full feature set Monthly or Annual
Pro Multi-location, high-volume gyms up to 1,000 members Monthly or Annual

Payment

Subscription fees are charged in advance at the start of each billing period (monthly or annual). Payment is processed through our third-party payment processors (Xendit, PayMongo, or Stripe depending on your region). By providing a payment method, you authorize us to charge the applicable subscription fee on a recurring basis until you cancel.

Taxes

Prices listed are exclusive of applicable taxes unless otherwise stated. You are responsible for all applicable taxes, duties, and levies required by law in your jurisdiction. In the Philippines, subscription fees are subject to VAT as applicable.

Failed Payments

If a payment fails, we will notify you by email and attempt to retry the charge. If payment remains outstanding for more than 7 days after the due date, your account may be suspended (read-only access). If payment remains outstanding for more than 30 days, we may terminate your account in accordance with Section 15.

05

Auto-Renewal & Cancellation

Auto-Renewal

Subscriptions automatically renew at the end of each billing period (monthly or annual) unless you cancel before the renewal date. For annual subscriptions, we will send a renewal reminder by email at least 14 days before the renewal date.

Annual Plan Renewal

Annual plan renewals charge the full annual fee in advance. If you intend to cancel at the end of your annual term, please cancel at least 3 days before the renewal date to avoid being charged for the next year.

Cancellation

You may cancel your subscription at any time from within your account settings under Billing → Cancel Subscription. Cancellation takes effect at the end of your current billing period. You will retain full access to the platform until the end of the period for which you have paid.

Refunds

Monthly subscriptions are non-refundable once a billing period has started. Annual subscriptions cancelled within 7 days of initial purchase (not renewal) are eligible for a full refund, less any payment processing fees. No refunds are issued for partial annual periods. If you believe you have been charged in error, contact billing@kaayu.online within 30 days of the charge.

06

Data Ownership

You own your data. All gym data, member records, financial records, contracts, and other content you create, upload, or input into the Kaayu platform ("Customer Data") remains your property. Kaayu claims no ownership over Customer Data.

You grant Kaayu a limited, non-exclusive, worldwide license to store, process, display, and transmit Customer Data solely for the purpose of providing the platform to you as described in these Terms and our Privacy Policy. This license terminates when you delete the data or terminate your account.

Data Processing Agreement

By accepting these Terms, you also accept our Data Processing Agreement (DPA), which governs Kaayu's obligations as a data processor under applicable privacy laws including the Philippines Data Privacy Act (RA 10173) and the GDPR. A copy of the DPA is available at kaayu.online/legal/privacy.

Data Export

You may export your Customer Data at any time in CSV or JSON format from within the platform. Upon account termination, you have a 30-day window to export your data. After this window, Kaayu will securely delete Customer Data in accordance with our data retention policy.

Your Obligations as Data Controller

By using Kaayu to manage your members' data, you represent that:

  • You have obtained all necessary consents from your members to collect and process their personal data
  • You have a valid legal basis under applicable law for each category of personal data you collect
  • You have provided your members with appropriate privacy notices
  • You comply with applicable data protection laws in your jurisdiction
  • You are solely responsible for the accuracy and legality of the data you enter into the platform
07

Acceptable Use

You may use the Kaayu platform only for its intended purpose: managing a legitimate fitness or gym business. You agree not to:

  • Use the platform for any illegal purpose or in violation of applicable laws and regulations
  • Violate the privacy rights of your members or collect data without appropriate consent
  • Attempt to gain unauthorized access to any part of the platform, other customers' data, or Kaayu's systems
  • Use automated bots, scrapers, or scripts to access the platform in ways not authorized by Kaayu
  • Reverse engineer, decompile, or attempt to extract the source code of the Kaayu platform
  • Resell, sublicense, or otherwise transfer your account or access to any third party without written consent from Kaayu
  • Upload or transmit malware, viruses, or any harmful code
  • Use the platform to send unsolicited communications (spam) to your members or any third parties
  • Use the platform in any manner that could damage, overburden, or impair the platform's availability
  • Falsify your identity, impersonate another business, or misrepresent your affiliation
Prohibited Industries

Kaayu may not be used by businesses primarily engaged in activities that are illegal in the Philippines or that facilitate harm to individuals, including but not limited to illegal gambling, adult entertainment, or businesses designated as restricted under Philippine law.

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account, without refund.

08

Intellectual Property

Kaayu's IP

The Kaayu platform, including all software, algorithms, user interfaces, designs, trademarks, logos, documentation, and other content created by Kaayu, is the exclusive intellectual property of Kaayu Technology Inc. and is protected by Philippine and international intellectual property laws.

These Terms grant you a limited, non-exclusive, non-transferable, revocable license to access and use the platform during the term of your subscription, solely for your internal business operations. No other rights are granted. This is a service license, not a software license — you do not receive a copy of any Kaayu software.

Your IP

You retain all intellectual property rights in your Customer Data, your gym's brand, and any content you create using the platform (e.g., membership contract templates you design, class descriptions you write). Kaayu does not claim ownership of your content.

Feedback

If you provide us with suggestions, feedback, or ideas for improving the platform, you grant Kaayu a royalty-free, perpetual license to use and incorporate that feedback into the platform without obligation or compensation to you.

09

Third-Party Services

The platform integrates with third-party services including payment processors, SMS gateways, access control hardware vendors, and cloud infrastructure providers. Your use of these integrations is subject to the respective third parties' terms of service and privacy policies.

Kaayu is not responsible for the actions, content, or policies of third-party services. We do not endorse and make no warranties about third-party services. Links or integrations to third-party services do not constitute an endorsement.

If a third-party service becomes unavailable or changes its terms in a way that affects the Kaayu platform, we will use commercially reasonable efforts to provide an alternative or notify you of the impact. Disruption of third-party services does not entitle you to a refund of Kaayu subscription fees unless it renders the core platform substantially unusable for an extended period.

10

Uptime & Support

Service Availability

Kaayu targets 99.5% monthly uptime for the core platform, excluding scheduled maintenance windows and circumstances beyond our control (force majeure). We will communicate scheduled maintenance at least 48 hours in advance via email and in-app notification, and will schedule such maintenance during off-peak hours where possible.

Support

Customer support is available via:

  • Email: support@kaayu.online (response within 1 business day)
  • In-app chat: available during business hours (Philippines time, Mon–Fri)
  • Pro plan customers receive priority support with guaranteed 4-hour response times during business hours

No Guaranteed Fitness Results

Kaayu is a management software platform. We make no warranties about the business outcomes, revenue growth, or member retention results that any gym will achieve by using the platform.

11

Confidentiality

Each party may receive confidential information from the other during the course of the relationship. "Confidential Information" means non-public information designated as confidential or that a reasonable person would understand to be confidential given the circumstances.

Each party agrees to: (a) protect the other's confidential information with at least the same degree of care it uses for its own confidential information (but no less than reasonable care); (b) not disclose confidential information to third parties without the other's prior written consent; and (c) use confidential information only for the purposes of the relationship.

These obligations do not apply to information that: (a) was publicly known at the time of disclosure; (b) becomes publicly known through no fault of the receiving party; (c) was independently developed without use of the confidential information; or (d) must be disclosed by law or court order (in which case the receiving party will give prompt notice where permitted).

Your Customer Data is treated as your confidential information. Kaayu's confidential information includes its pricing, technology, business processes, and unreleased features.

12

Warranties & Disclaimers

Kaayu warrants that: (a) it has the authority to enter into these Terms; (b) the platform will perform materially as described in the documentation; and (c) it will use commercially reasonable efforts to maintain the security of the platform.

Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED ABOVE, THE KAAYU PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS. YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK.

Kaayu does not warrant that the platform satisfies your legal compliance requirements. You are responsible for ensuring your use of the platform complies with all laws applicable to your business.

13

Limitation of Liability

Important — Please Read

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, KAAYU'S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM — WHETHER IN CONTRACT, TORT, OR OTHERWISE — SHALL NOT EXCEED THE AMOUNT YOU PAID TO KAAYU IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

In no event will Kaayu be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to: loss of profits, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill, even if Kaayu has been advised of the possibility of such damages.

These limitations apply regardless of the form of action and even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion of certain damages — in such jurisdictions, Kaayu's liability shall be limited to the greatest extent permitted by applicable law.

14

Indemnification

You agree to indemnify, defend, and hold harmless Kaayu Technology Inc., its officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

  • Your violation of these Terms
  • Your violation of any applicable law, including data protection and privacy laws
  • Your Customer Data, including any claims that your data infringes the rights of a third party
  • Your gym's collection and processing of member personal data without appropriate consent
  • Any misrepresentation made by you in connection with the platform

Kaayu will promptly notify you of any such claim and will reasonably cooperate in the defense. You may not settle any claim that imposes obligations or liability on Kaayu without Kaayu's prior written consent.

15

Termination

Termination by You

You may cancel your subscription at any time as described in Section 5. Upon cancellation, your account will remain active until the end of the paid billing period, after which access will be removed.

Termination by Kaayu

Kaayu may suspend or terminate your account immediately and without notice if:

  • You materially breach these Terms and fail to cure the breach within 10 days of written notice
  • You engage in behavior that poses a security risk to the platform or other customers
  • You violate the Acceptable Use Policy (Section 7)
  • Payment remains outstanding for more than 30 days after the due date
  • We are required to do so by law or court order

For terminations due to non-payment or non-material breach, we will provide at least 14 days prior written notice where possible.

Effect of Termination

Upon termination: (a) all licenses granted to you immediately terminate; (b) you lose access to the platform; (c) you have a 30-day window to export your Customer Data; (d) after 30 days, Kaayu will securely delete your Customer Data. Sections that by their nature should survive termination (including Sections 6, 8, 12, 13, 14, and 17) shall survive termination.

16

Changes to Terms

We may update these Terms from time to time. When we make material changes, we will:

  • Update the "Last Updated" date at the top of this page
  • Notify active subscribers by email at least 14 days before the changes take effect
  • Display a prominent in-app notice

Your continued use of the platform after the effective date of updated Terms constitutes your acceptance. If you do not agree with material changes, you may terminate your subscription before the effective date and receive a prorated refund for any unused prepaid period on annual plans.

17

Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to its conflict of law principles.

Dispute Resolution

In the event of any dispute arising out of or relating to these Terms or the platform, the parties agree to first attempt to resolve the dispute informally by contacting Kaayu at legal@kaayu.online and providing written notice of the dispute. The parties will negotiate in good faith for a period of 30 days.

If the dispute is not resolved informally within 30 days, either party may pursue resolution through:

  • Arbitration: Disputes involving amounts below PHP 1,000,000 may be submitted to binding arbitration under the rules of the Philippine Dispute Resolution Center, Inc. (PDRCI)
  • Courts: For disputes exceeding this threshold, the parties consent to the exclusive jurisdiction of the courts of Makati City, Metro Manila, Philippines

International Customers

For customers outside the Philippines, to the extent permitted by local law, Philippine law governs this agreement. Customers in the EU retain any non-waivable consumer or business protection rights provided under EU law.

18

Contact

For legal inquiries, contract questions, or notices under these Terms, please contact:

Legal Contact

Kaayu Technology Inc.
Attn: Legal Department
Email: legal@kaayu.online
Billing inquiries: billing@kaayu.online
Support: support@kaayu.online
Phone: +63 947 984 1430
Manila, Philippines

Notices to Kaayu under these Terms must be sent by email to legal@kaayu.online and will be deemed delivered on the next business day after sending.