Terms of Service

These Terms of Service (“Terms”) are a legally binding agreement between you and Controls Star LLC, a Missouri limited liability company (“Controls Star,” “we,” “us,” or “our”), governing your access to and use of the Controls Star websites, applications, sample environments, project-intelligence tools, analytics, artificial intelligence features, reports, exports, and related services (collectively, the “Services”).

By creating an account, affirmatively accepting these Terms electronically, accessing or using Services after receiving notice of these Terms, or otherwise indicating your acceptance of these Terms, you agree to be bound by them and acknowledge our Privacy Policy.

If you access or use the Services on behalf of a company, organization, project team, owner, contractor, consultant, or other legal entity (“Customer”), you represent and warrant that you have authority to bind that Customer to these Terms. In that case, “you” includes both you and the Customer.

The Services are intended for business and professional use. You must be at least 18 years old and legally capable of entering into a binding agreement to use the Services.

Separate Enterprise Agreements

Controls Star may enter into a separate master services agreement, enterprise SaaS agreement, order form, statement of work, data processing agreement, service-level agreement, security addendum, or other written agreement with a Customer (each, a “Separate Agreement”).

If a Separate Agreement expressly conflicts with these Terms, the Separate Agreement controls to the extent of that conflict. These Terms continue to apply to matters not addressed by the Separate Agreement unless the Separate Agreement states otherwise.

Controls Star may update these Terms as described in Section 20. When Controls Star requires acceptance of an updated version, you must affirmatively accept that version before continuing to use applicable authenticated portions of the Services.

Controls Star provides software and technology designed to help construction and project-management professionals analyze, visualize, organize, and interpret project information.

Depending on the Services, subscription plan, account configuration, and available features, Controls Star may provide functionality including project-controls analytics, earned value management analysis, schedule analysis, schedule-quality assessments, critical-path analysis, manpower and resource visualization, forecasting, dashboards, artificial intelligence-assisted insights, executive summaries, findings, recommendations, reports, exports, project and portfolio queries, sample projects, and related functionality.

The Services may process information supplied by you or on your behalf, including scheduling files, earned value data, cost or labor information, project records, configuration information, and other Customer Data.

Controls Star may offer different subscription plans, trials, demonstrations, sample environments, beta functionality, promotional access, Enterprise functionality, and other service configurations. Features available to one Customer, plan, project, or user may not be available to another.

Controls Star may improve, modify, replace, add, or discontinue features of the Services from time to time. Controls Star does not guarantee that a particular feature, interface, calculation method, artificial intelligence model, integration, report, or functionality will remain unchanged indefinitely.

Unless expressly stated in a Separate Agreement, the Services do not include professional consulting, engineering, scheduling, accounting, legal, claims, expert-witness, or project-management services.

Certain Services require you to create an account. You agree to provide accurate and current account information and to keep that information reasonably up to date.

You are responsible for maintaining the confidentiality and security of your login credentials and for activity conducted through your account. You may not share individual login credentials with another person or permit unauthorized access to your account.

Controls Star may organize users, projects, and data within Customer workspaces or organizations. A Customer may designate administrators or other authorized users with permissions to manage users, projects, subscriptions, settings, and other workspace functionality.

If your account is created, invited, or managed through a Customer workspace, you acknowledge that authorized administrators of that workspace may manage your access and may have access to information, projects, files, and other content associated with that workspace, subject to applicable permissions and law.

The Customer is responsible for determining which individuals are authorized to access its workspace and for promptly removing or updating access when an individual's role or authorization changes.

You agree to notify Controls Star promptly if you become aware of unauthorized access to your account, compromised credentials, or other suspected account-security issues.

Controls Star may suspend or restrict access where reasonably necessary to protect the security or integrity of the Services, Customer Data, other users, or Controls Star, or where access appears unauthorized or fraudulent.

Access rights, user limits, project limits, and administrative capabilities may vary by subscription plan or Separate Agreement.

Certain Controls Star Services require a paid subscription. Available subscription plans, included features, usage limits, billing periods, and current pricing are described on the applicable pricing page, checkout page, order form, or Separate Agreement presented at the time of purchase.

Recurring Subscriptions

Unless otherwise stated at purchase or in a Separate Agreement, paid subscriptions are recurring and automatically renew for successive billing periods until canceled in accordance with these Terms.

By purchasing a recurring subscription, you authorize Controls Star and its payment processor to charge the applicable subscription fees and authorized add-ons to your selected payment method at the beginning of each billing period.

Monthly and Annual Plans

If you select a monthly subscription, you will be billed on a monthly basis.

If you select an annual subscription, the applicable annual amount will be charged for the annual billing period unless the checkout page, order form, or Separate Agreement expressly provides otherwise.

Add-Ons and Usage

Customers may be able to purchase additional project capacity, user seats, features, services, or other add-ons. Charges and applicable limits will be disclosed before purchase.

Unless otherwise stated, recurring add-ons continue until canceled or removed.

Payment Processing

Controls Star may use third-party payment processors to collect and process payments. Payment information may therefore be subject to the payment processor's applicable terms and privacy practices.

Controls Star does not require you to provide full payment-card information directly to Controls Star where payment processing is handled by the third-party processor.

Payment Authorization

You represent that you are authorized to use any payment method provided for your account and authorize charges associated with purchases made through your account or by authorized administrators of your Customer workspace.

Failed or Past-Due Payments

If a payment cannot be completed or an amount becomes past due, Controls Star may retry the payment, request updated payment information, restrict paid functionality, suspend access, allow the payment processor's collection or dunning process to continue, or take other reasonable steps to collect amounts properly due.

A subscription canceled because of unresolved payment failure may become subject to the data-retention and deletion process described in Section 15.

Changes to Fees

Controls Star may change pricing or fees from time to time.

Any change to the recurring price of an existing subscription will be communicated before it becomes effective and will apply no earlier than the next applicable renewal period unless you expressly agree otherwise or a Separate Agreement provides differently.

Taxes

Fees are exclusive of applicable sales, use, value-added, withholding, or similar taxes unless expressly stated otherwise.

You are responsible for applicable taxes associated with your purchase, except taxes imposed on Controls Star's net income. Where Controls Star is required by law to collect a tax, the applicable amount may be added to your charge.

Enterprise Customers

Enterprise pricing, invoicing, payment schedules, purchase-order requirements, credits, usage commitments, and other commercial terms may be established in a Separate Agreement.

Cancellation

You may cancel a recurring Controls Star subscription through available account or billing functionality or by contacting Controls Star if self-service cancellation is unavailable.

Unless otherwise stated at purchase or in a Separate Agreement, cancellation stops the subscription from renewing at the end of the current paid billing period. You ordinarily continue to have access to applicable paid Services through the end of that billing period.

Where Controls Star offers an immediate-cancellation option, the applicable interface may allow paid access to end immediately. Any proration credit or other billing adjustment associated with that option will be described through the applicable billing process and is not necessarily a cash refund.

No Partial-Period Refunds

Except where required by applicable law, expressly stated at purchase, or otherwise agreed by Controls Star in writing, subscription fees and other amounts already paid are non-refundable.

Controls Star does not ordinarily provide prorated cash refunds for partially used billing periods, unused subscription time, unused project capacity, unused user seats, downgrades, or a Customer's decision to stop using the Services before the end of a paid billing period.

For example, canceling an annual subscription normally prevents the next annual renewal but does not create a right to a cash refund of the unused portion of the current annual term.

Add-Ons

Cancellation or removal of a recurring project slot, user seat, or other add-on will take effect as disclosed through the applicable billing interface.

Unless otherwise stated, amounts already paid for an add-on are subject to the same refund policy described above.

Billing Errors

If you believe you were charged incorrectly, contact Controls Star promptly so the charge can be investigated.

Nothing in these Terms limits a refund, cancellation, or other right that cannot lawfully be waived.

Discretionary Refunds or Credits

Controls Star may issue a refund, credit, extension, or other accommodation in its discretion.

Providing an accommodation in one situation does not create an obligation to provide the same accommodation in another.

Trials and Promotional Offers

Controls Star may offer free trials, promotional access, credits, pilots, or other limited offers. Additional terms presented with an offer will apply.

Controls Star will not charge a promotional or trial user for a recurring paid subscription unless the applicable enrollment or purchase process discloses the charge and obtains required payment authorization.

After Paid Access Ends

After a paid subscription ends, the applicable workspace may remain available under Free-tier limitations for a limited reactivation period as described in Section 15 and the Privacy Policy.

Retention and deletion of Customer Data following the end of paid access will occur in accordance with these Terms, the Privacy Policy, and any applicable Separate Agreement.

Enterprise Customers

Cancellation, committed subscription periods, refunds, credits, early-termination charges, and related commercial terms for Enterprise Customers may be governed by a Separate Agreement.

“Customer Data” means information, files, records, content, and other data that you or your authorized users upload, submit, transmit, import, or otherwise make available to Controls Star through the Services.

Customer Data may include project schedules, Primavera P6 XER files, earned value information, labor and cost information, project records, project names, configuration information, notes, and related project data.

Your Ownership

As between you and Controls Star, you retain your ownership rights in Customer Data.

These Terms do not transfer ownership of your Customer Data to Controls Star.

Permission to Process Customer Data

You grant Controls Star a limited, non-exclusive right to host, copy, process, transmit, display, and otherwise use Customer Data only as reasonably necessary to:

• provide and operate the Services;
• maintain, secure, support, and troubleshoot the Services;
• comply with your authorized instructions;
• generate requested analyses and outputs; and
• satisfy applicable legal obligations.

This permission continues only for as long as reasonably necessary to provide the Services and otherwise handle Customer Data in accordance with these Terms, the Privacy Policy, and any applicable Separate Agreement.

Your Responsibility for Customer Data

You represent and warrant that you have the rights, permissions, licenses, and authorizations necessary to provide Customer Data to Controls Star and permit Controls Star to process it as described in these Terms.

You are responsible for determining whether Customer Data may lawfully and contractually be uploaded to Controls Star, including information belonging to project owners, contractors, subcontractors, consultants, customers, joint ventures, or other third parties.

Controls Star does not obtain ownership of third-party information merely because it is uploaded to the Services.

Accuracy and Completeness

You are responsible for the accuracy, completeness, quality, configuration, and appropriateness of Customer Data submitted to the Services.

Controls Star's analyses, calculations, forecasts, assessments, recommendations, and other outputs may depend materially on the Customer Data and assumptions made available to the Services.

Prohibited Data

You may not knowingly upload Customer Data that:

• you do not have the right to provide;
• violates applicable law;
• infringes another person's rights;
• contains malicious code; or
• is intended to compromise or disrupt the Services.

Removal and Access

Customer Data may be removed, retained, exported, or deleted in accordance with the functionality of the Services, these Terms, the Privacy Policy, and any applicable Separate Agreement.

Enterprise Customers

A Separate Agreement, including a Data Processing Agreement or security addendum, may establish additional requirements concerning Customer Data, confidentiality, retention, deletion, data location, security, or processing.

Privacy

Controls Star's collection, use, disclosure, retention, and protection of personal information is described in the Controls Star Privacy Policy.

Security

Controls Star maintains reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure.

Controls Star uses infrastructure that provides encryption for Customer Data in transit and at rest.

Additional security commitments, security documentation, or requirements may be established in a Separate Agreement.

No internet transmission, software platform, information system, or storage technology can be guaranteed to be completely secure. Controls Star therefore does not warrant that unauthorized third parties will never defeat applicable security measures or improperly access information despite reasonable safeguards.

You are responsible for maintaining appropriate security for your own systems, devices, networks, credentials, and authorized users and for promptly notifying Controls Star of suspected unauthorized access affecting your account or workspace.

Confidential Customer Information

Controls Star recognizes that Customer Data may contain confidential, proprietary, commercially sensitive, or non-public project information.

Controls Star will use Customer Data only as permitted by these Terms, the Privacy Policy, your instructions, and any applicable Separate Agreement.

Controls Star may permit its personnel and service providers to access or process Customer Data only to the extent reasonably necessary to provide, maintain, secure, support, or improve the Services; comply with authorized instructions; investigate technical or security issues; or satisfy applicable legal obligations.

Controls Star will not disclose Customer Data to another Controls Star customer except at your direction or as otherwise expressly authorized by you.

Service Providers

Controls Star may use third-party infrastructure, hosting, storage, payment, email, analytics, authentication, network-security, artificial-intelligence, and other providers in operating the Services.

Current provider disclosures and relevant processing practices are described in the Privacy Policy.

Required Disclosures

Controls Star may disclose information where reasonably necessary to comply with applicable law, regulation, subpoena, court order, governmental request, or other legally enforceable process, or where disclosure is reasonably necessary to protect the rights, property, security, or safety of Controls Star, its customers, users, or others.

Where legally permitted and reasonably practicable, Controls Star may provide notice of a compulsory request for Customer Data so the affected Customer may seek appropriate protection.

Business Transactions

Information may be transferred as part of a merger, acquisition, financing, corporate reorganization, sale of assets, or similar business transaction, subject to applicable law and applicable protections.

Security Incidents

If Controls Star becomes aware of a security incident involving Customer Data that requires notification under applicable law or an applicable Separate Agreement, Controls Star will provide required notifications in accordance with those obligations.

Infrastructure Backups

Deleted information may remain for a limited period in encrypted infrastructure backups or disaster-recovery systems operated by Controls Star's service providers.

Backup retention and expiration may depend on provider practices. Controls Star does not use backup copies as an active source of Customer Data except where reasonably necessary for disaster recovery, restoration, security, or legal obligations.

Enterprise Requirements

Customers with additional privacy, security, regulatory, data-residency, retention, or processing requirements may enter into a Data Processing Agreement, security addendum, or other Separate Agreement with Controls Star.

Controls Star may use automated analytical methods, algorithms, artificial intelligence, statistical methods, scheduling logic, earned value calculations, forecasting methods, and other software-based processes to generate or assist in generating analyses, summaries, findings, recommendations, assessments, calculations, forecasts, visualizations, scores, classifications, and other outputs (“Project Intelligence Outputs”).

Project Intelligence Outputs may include executive summaries, project direction, key findings, recommended actions, schedule-quality assessments, critical-path analyses, earned value metrics, forecasts, manpower or resource analyses, performance indicators, risk observations, and responses generated through project or portfolio query features.

Decision-Support Only

Project Intelligence Outputs are provided as decision-support information and are not intended to replace independent professional judgment, review of source project records, or appropriate project-management and project-controls processes.

Independent Validation Required

You are responsible for reviewing and independently validating Project Intelligence Outputs before relying on them or using them to make or support project, commercial, contractual, staffing, scheduling, cost, resource, claims, or other business decisions.

You should evaluate Project Intelligence Outputs against underlying project data, source schedules, contract requirements, project records, applicable assumptions, and other information relevant to the decision.

Outputs May Contain Errors

Automated and artificial intelligence systems can produce outputs that are inaccurate, incomplete, inconsistent, outdated, misleading, or otherwise unsuitable for a particular purpose.

Controls Star does not represent or warrant that every Project Intelligence Output will be error-free, complete, current, or appropriate for your particular project or circumstances.

Dependence on Inputs and Assumptions

Project Intelligence Outputs depend on the information, files, configurations, assumptions, methodologies, and other inputs available to the Services.

Missing, inaccurate, improperly configured, outdated, inconsistent, or incomplete Customer Data may materially affect resulting outputs.

Controls Star may make assumptions, apply analytical rules, or use computational methods when generating Project Intelligence Outputs. Those assumptions or methods may not reflect every project condition, contract requirement, scheduling convention, organizational practice, or professional interpretation applicable to your circumstances.

AI Processing

Controls Star may use third-party artificial intelligence services to assist in generating certain Project Intelligence Outputs.

Controls Star does not itself use Customer Data to train general-purpose AI models.

Controls Star seeks to use AI services and provider configurations under which API inputs and outputs are not used for general model training without authorization. Specific provider practices are described in the Privacy Policy and may depend on applicable provider terms and service configurations.

No Guaranteed Project Result

Controls Star does not guarantee that following, considering, or relying on any Project Intelligence Output will improve project performance, recover schedule delay, reduce costs, increase productivity, prevent liquidated damages, avoid claims, achieve a forecasted result, or produce any other particular project or commercial outcome.

Projected savings, schedule recovery, performance improvement, resource impact, forecasts, and similar potential outcomes generated or illustrated through the Services are estimates or scenarios based on available information and assumptions, not guarantees of actual results.

Customer Decisions Remain With the Customer

Controls Star does not control your project, workforce, schedule, budget, contracts, means and methods, project execution, or business decisions.

You remain solely responsible for determining whether and how to act on any Project Intelligence Output.

Controls Star is not responsible for losses arising solely from a Customer's decision to implement, reject, modify, or otherwise act upon a Project Intelligence Output without appropriate independent review, subject to applicable law.

Changes to Analytical Methods

Controls Star may modify or improve analytical methods, models, algorithms, scoring methodologies, assumptions, calculations, artificial intelligence systems, and other processes over time.

Similar data analyzed at different times may therefore not always produce identical outputs.

Controls Star is a software platform and decision-support tool.

Unless expressly agreed in a Separate Agreement for specifically identified professional services, Controls Star does not act as your project manager, construction manager, scheduler, engineer, architect, cost engineer, estimator, accountant, attorney, claims consultant, expert witness, safety professional, or other licensed or professional advisor.

Use of the Services does not create a professional-services, fiduciary, agency, employment, partnership, joint-venture, or similar relationship between Controls Star and you or any project participant.

Customer Responsibility

You remain responsible for management and execution of your projects and for the professional judgment applied to project decisions.

This includes responsibility for reviewing and approving schedules, forecasts, budgets, cost information, earned value information, staffing and manpower decisions, sequencing, acceleration or recovery measures, procurement decisions, contractual notices, change management, claims positions, project reporting, and other project activities.

Construction Means and Methods

Controls Star does not control and is not responsible for construction means, methods, techniques, sequences, procedures, site conditions, temporary works, safety programs, field execution, quality control, workforce supervision, or the acts or omissions of contractors, subcontractors, consultants, owners, suppliers, or other project participants.

Scheduling and Project Controls

Any schedule, critical-path, float, delay, performance, earned value, productivity, manpower, forecast, or similar information produced or analyzed through the Services should be reviewed by appropriately qualified personnel before being used for project management, contractual, commercial, or other material decisions.

Contracts and Claims

Controls Star does not determine contractual entitlement, legal responsibility, compensability, excusability, concurrency, entitlement to time extensions, entitlement to damages, entitlement to liquidated damages, or any other legal or contractual position.

Project Intelligence Outputs relating to delays, impacts, recovery, schedule performance, or project records are analytical information and are not legal opinions or claims determinations.

Safety

The Services are not designed to identify, manage, or control construction-site safety hazards and must not be used as a substitute for applicable safety programs, procedures, inspections, professional judgment, or legal requirements.

No Reliance as Sole Authority

You must not use Controls Star as the sole authority for decisions where independent professional review, contract interpretation, engineering judgment, safety review, regulatory compliance, or other specialized expertise is appropriate.

Customer Control

You retain complete discretion over whether, when, and how to implement any recommendation, observation, forecast, scenario, or other output generated through the Services.

Controls Star may analyze project schedules, earned value information, cost and labor data, resource information, baselines, forecasts, and related project records to generate metrics, assessments, visualizations, forecasts, and other Project Intelligence Outputs.

Source Records Remain Authoritative

Controls Star does not replace your underlying project systems, schedules, accounting records, contractual records, or other source documentation.

You are responsible for maintaining and reviewing official project records used for project administration, reporting, contractual compliance, and decision-making.

Schedule Analysis

Schedule-related outputs may depend on activity logic, calendars, constraints, status information, actual dates, remaining durations, resource assignments, baseline configuration, data dates, scheduling settings, and other information contained in or associated with the source schedule.

Errors, omissions, unusual scheduling practices, corrupted files, inconsistent settings, incomplete logic, or other source-schedule conditions may affect analysis.

Critical-Path and Float Analysis

Critical-path, near-critical-path, float, driving-path, and similar outputs represent analytical results based on schedule information and methodology available to the Services at the time of analysis.

They do not guarantee that an identified path will ultimately control project completion or that another project condition will not become controlling.

Schedule Quality Assessments

Schedule-quality scores, metrics, issue counts, benchmarks, and recommended corrective actions are analytical indicators intended to help users evaluate schedule characteristics and potential areas of concern.

They are not certifications, audits, approvals, guarantees of CPM integrity, or determinations that a schedule complies with any contract, specification, industry standard, government requirement, or professional standard.

References to industry frameworks, guidelines, or scheduling practices provide analytical context and do not mean a third-party organization has reviewed, endorsed, certified, or approved Controls Star or a particular schedule.

Earned Value and Performance Metrics

Earned value metrics, including planned value, earned value, actual cost or spent amounts, CPI, SPI, BAC, EAC, ETC, VAC, and related calculations, depend on Customer Data, mapping, methodology, configuration, and assumptions provided to or used by the Services.

You are responsible for confirming that the selected methodology, source data, accounting treatment, progress measurement rules, and configuration are appropriate for your project and contractual requirements.

Forecasts and Projections

Forecasts, completion estimates, cost projections, manpower projections, performance trends, and similar forward-looking outputs are estimates based on available information and assumptions.

Actual results may differ materially due to project conditions, future performance, scope changes, productivity, weather, labor availability, procurement, design development, contractual events, management decisions, and other factors not known to or modeled by the Services.

Baseline and Current Schedule Comparisons

Differences identified between baseline, current, or prior schedules are analytical comparisons and do not by themselves establish delay responsibility, contractual entitlement, causation, concurrency, compensability, or entitlement to additional time or money.

Resource and Manpower Analysis

Resource, labor-hour, manpower, and FTE analyses are estimates derived from available project data and configured assumptions.

They do not constitute workforce plans, staffing commitments, labor forecasts guaranteed to occur, or determinations of actual field productivity.

File Processing and Compatibility

Controls Star may support certain file types, versions, fields, and configurations.

The ability to import or process a file does not guarantee that every field, custom configuration, scheduling convention, code, resource structure, or third-party feature within the file will be interpreted or supported exactly as intended by the originating system.

Customer Verification

You are responsible for reviewing material project-controls outputs and confirming them against applicable source records before using them for contractual reporting, executive reporting, financial decisions, staffing decisions, claims, schedule updates, or other material project actions.

The Services may interact with, depend upon, reference, or enable the use of third-party products, platforms, software, infrastructure, artificial intelligence services, payment processors, analytics services, advertising-measurement services, file formats, APIs, or other technologies (“Third-Party Services”).

Third-Party Services Are Separate

Third-Party Services are provided by third parties and may be governed by their own terms, privacy policies, licenses, availability commitments, and requirements.

Unless expressly stated otherwise, Controls Star does not control and is not responsible for the operation, availability, security, functionality, accuracy, or performance of a Third-Party Service.

Integrations

Where Controls Star offers an integration or connection with a Third-Party Service, you are responsible for maintaining accounts, permissions, licenses, credentials, or authorizations required by that third party.

You authorize Controls Star to exchange information with a Third-Party Service when necessary to provide functionality you have requested or enabled, subject to these Terms, the Privacy Policy, and any applicable Separate Agreement.

Changes by Third Parties

Third parties may modify, restrict, discontinue, or change their products, APIs, file formats, access requirements, pricing, or functionality.

These changes may affect Controls Star features that rely on or interact with those Third-Party Services.

Controls Star does not guarantee continued availability of a particular third-party integration or compatibility.

File Compatibility

References to compatibility with a third-party product or file format do not mean Controls Star reproduces all functionality of that third-party product or supports every field, configuration, version, extension, customization, or use case associated with it.

Artificial Intelligence Services

Controls Star may use third-party artificial intelligence technologies as part of the Services.

Controls Star's processing of Customer Data through those technologies remains subject to these Terms and the Privacy Policy.

Controls Star seeks to use provider terms and service configurations that do not permit Customer Data submitted through API services to be used for general model training without authorization.

Optional Analytics and Advertising Measurement

Controls Star may use optional third-party analytics or advertising-measurement technologies as described in the Privacy Policy and subject to consent choices made available through the Services.

Third-Party Marks

References to third-party products, companies, trademarks, or file formats are for identification, interoperability, or informational purposes.

Unless expressly stated, such references do not imply sponsorship, endorsement, partnership, certification, or affiliation between Controls Star and the applicable third party.

Separate Agreements

Additional integration, API, implementation, support, security, or service-level commitments may be established in a Separate Agreement.

You may use the Services only for lawful business purposes and in accordance with these Terms, your applicable subscription plan, and any Separate Agreement.

You are responsible for use of the Services by users accessing the Services through your Customer workspace or under credentials you control.

You may not, and may not permit another person to:

1. use the Services in violation of applicable law, regulation, contractual obligations, or third-party rights;
2. access or attempt to access another customer's account, workspace, projects, Customer Data, or other non-public portions of the Services without authorization;
3. share individual user credentials, circumvent authentication or security controls, or misrepresent identity or authorization;
4. upload, transmit, or introduce malware, malicious code, corrupted files, or other material intended to disrupt, damage, or compromise the Services or another system;
5. probe, scan, test, or attempt to circumvent security or vulnerability protections except pursuant to Controls Star's express written authorization;
6. interfere with, disrupt, overload, or impair operation, integrity, or availability of the Services;
7. bypass or attempt to bypass subscription restrictions, user limits, project limits, usage limits, access controls, or other technical restrictions;
8. copy, modify, distribute, sell, lease, sublicense, resell, or commercially exploit the Services except as expressly permitted;
9. reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive source code, underlying software, proprietary algorithms, or non-public technical components, except to the limited extent such a restriction is prohibited by applicable law;
10. systematically scrape, harvest, extract, or reproduce non-public elements of the Services or use automated means to access the Services in a manner not expressly authorized;
11. systematically extract Controls Star outputs, interfaces, methodologies, documentation, or proprietary content for the purpose of creating, training, developing, or materially improving a competing product or service without Controls Star's written permission;
12. remove, obscure, or alter proprietary notices, attribution, trademarks, or rights notices contained within the Services or permitted exports;
13. upload or process information you know you are not authorized to provide; or
14. use the Services in a manner reasonably likely to harm Controls Star, its customers, its infrastructure, or the integrity or security of the Services.

Automated Access

Automated or programmatic access is permitted only through functionality, APIs, integrations, or other methods expressly authorized by Controls Star or provided under a Separate Agreement.

Enforcement

Controls Star may investigate suspected violations and may restrict or suspend access where reasonably necessary to prevent misuse, protect Customer Data or the Services, comply with legal obligations, or prevent material harm.

Where appropriate and reasonably practicable, Controls Star may provide notice and an opportunity to cure before terminating access for a violation.

Enterprise Customers

A Separate Agreement may authorize integrations, automated access, security testing, data extraction, resale arrangements, or other uses that would otherwise be restricted by this Section.

Controls Star Ownership

Controls Star and its licensors retain all right, title, and interest in and to the Services and related technology, software, source code, object code, interfaces, designs, workflows, methodologies, analytics, algorithms, models, scoring systems, documentation, templates, reports, visualizations, trademarks, branding, and other proprietary materials, including improvements, modifications, and derivative works of the foregoing.

Except for the limited rights expressly granted under these Terms or a Separate Agreement, no rights in the Services or Controls Star intellectual property are transferred to you.

Customer Data

As described in Section 6, you retain your ownership rights in Customer Data.

Controls Star does not acquire ownership of Customer Data merely because it is processed through the Services.

Your Right to Use the Services

Subject to these Terms, payment of applicable fees, and any applicable Separate Agreement, Controls Star grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business purposes during the applicable subscription or authorized access period.

Outputs and Reports

Subject to these Terms and any applicable Separate Agreement, you may use, reproduce, distribute internally, and share with relevant project stakeholders reports, exports, visualizations, and other outputs generated from your Customer Data for legitimate project and business purposes.

Your ability to use those outputs does not transfer ownership of the underlying Controls Star software, methodologies, analytical frameworks, templates, interfaces, algorithms, or proprietary technology used to generate them.

Customer Materials

You retain ownership of trademarks, logos, documents, templates, and other materials you provide to Controls Star.

You grant Controls Star the limited rights necessary to use those materials solely to provide the Services or as otherwise authorized by you.

Feedback

If you voluntarily provide ideas, suggestions, enhancement requests, recommendations, or other feedback concerning the Services (“Feedback”), you grant Controls Star a worldwide, perpetual, irrevocable, royalty-free right to use, incorporate, modify, and commercialize that Feedback without restriction or compensation.

Feedback does not include Customer Data or confidential project information merely because it is provided through the Services.

Publicity

Controls Star will not use a Customer's name, logo, project name, or trademarks in public marketing materials as a customer endorsement without permission, except where expressly authorized by the Customer or provided for in a Separate Agreement.

Third-Party Intellectual Property

Nothing in these Terms grants either party ownership of intellectual property belonging to a third party.

Service Availability

Controls Star intends to make the Services reasonably available, but the Services may occasionally be unavailable due to maintenance, updates, infrastructure issues, third-party outages, security events, internet or network failures, force majeure events, or other circumstances.

Unless expressly provided in a Separate Agreement, Controls Star does not guarantee uninterrupted or error-free availability, a specific uptime percentage, recovery time, or service level.

Maintenance and Updates

Controls Star may perform scheduled or emergency maintenance, deploy updates, apply security fixes, modify infrastructure, or make other changes reasonably necessary to operate, secure, improve, or maintain the Services.

Where practicable, Controls Star may provide advance notice of planned maintenance reasonably expected to materially affect availability.

Changes to the Services

Controls Star may modify, improve, replace, or discontinue features, interfaces, analytical methods, reports, integrations, workflows, or other functionality from time to time.

Controls Star will use reasonable efforts to avoid materially reducing core functionality of a paid subscription during its then-current paid period without reasonable notice, except where a change is required for security, legal compliance, third-party dependencies, technical integrity, or circumstances requiring prompt action.

Beta, Preview and Experimental Features

Controls Star may make features available on a beta, preview, pilot, early-access, experimental, or similar basis.

Such features may be incomplete, change materially, contain errors, be subject to additional limitations, or be discontinued.

Unless Controls Star expressly states otherwise in writing, beta, preview, pilot, early-access, or experimental features are provided for evaluation and are not subject to service-level commitments applicable to generally available Services.

Free and Sample Services

Free trials, sample projects, demonstration environments, promotional access, and other no-charge Services may be modified, restricted, suspended, or discontinued at any time, subject to applicable law and any terms presented with the applicable offer.

Support

Controls Star provides technical support through support channels made available for the applicable subscription plan.

Controls Star will use reasonable efforts to provide an initial response within one to two (1–2) business days.

This response-time target does not guarantee resolution within that period, because resolution may depend on the nature and complexity of the issue.

Support generally covers reasonable assistance with use of the Services and technical issues. It does not include professional project-controls, scheduling, engineering, consulting, claims, or other advisory services unless separately agreed in writing.

Enterprise Service Levels

Enterprise Customers may negotiate specific uptime commitments, priority support, response times, maintenance requirements, business-continuity obligations, service credits, implementation services, or other service-level commitments in a Separate Agreement.

Customer Cancellation

You may cancel your subscription as described in Section 5.

Unless otherwise provided at purchase or in a Separate Agreement, standard cancellation takes effect at the end of the then-current paid billing period.

Suspension by Controls Star

Controls Star may temporarily suspend or restrict access to some or all of the Services where reasonably necessary because of:

• nonpayment or unresolved payment failure;
• suspected unauthorized, fraudulent, or unlawful use;
• a material violation of these Terms;
• conduct threatening the security, integrity, availability, or operation of the Services or Customer Data;
• a legal or regulatory requirement; or
• an emergency requiring prompt action to prevent material harm.

Where circumstances reasonably permit, Controls Star will attempt to provide notice and an opportunity to resolve the issue before suspension.

Controls Star may act immediately where delay could create material security, legal, operational, or other risk.

Termination by Controls Star

Controls Star may terminate access for a material breach of these Terms that is not cured within a reasonable period after notice, where cure is possible.

Controls Star may terminate access immediately where a violation is unlawful, fraudulent, materially harmful, creates a serious security risk, or is not reasonably capable of cure.

Controls Star may also discontinue free, sample, promotional, beta, or other no-charge Services as provided elsewhere in these Terms.

Effect of Termination or Expiration

When paid access ends, paid entitlements end unless the subscription is renewed, reactivated, or otherwise extended.

Under Controls Star's current standard lifecycle, a canceled workspace may remain usable under Free-tier limitations for approximately 30 days after paid access ends so that the Customer can reactivate.

If the Customer does not reactivate during that period, Controls Star may permanently delete the workspace and associated Customer Data on or shortly after the end of the retention period.

The precise timing may vary because of billing verification, provider availability, retry processes, legal obligations, or technical processing.

Data Export

Customers are responsible for exporting or retaining copies of Customer Data and reports they wish to preserve before applicable deletion periods expire.

Controls Star may provide reasonable export functionality but does not guarantee indefinite access to Customer Data after termination or expiration.

Legal, Security and Transaction Records

Controls Star may retain limited information for longer periods where reasonably necessary to comply with law, maintain payment and transaction records, resolve disputes, enforce agreements, investigate fraud or security incidents, document deletion activity, or maintain records Controls Star is legally permitted or required to retain.

Deleted Customer Data may also remain temporarily in infrastructure backups subject to provider backup-retention practices as described in Section 7 and the Privacy Policy.

Terms Re-Acceptance

If continued use requires acceptance of an updated version of these Terms and you choose not to accept it, Controls Star may restrict continued use of authenticated Services.

Where applicable, you will retain reasonable access to review the updated Terms, manage or cancel your subscription, contact Controls Star, and address the handling of your Customer Data.

Survival

Provisions that by their nature should continue after termination or expiration—including provisions concerning intellectual property, payment obligations, confidentiality, disclaimers, limitations of liability, indemnification, dispute resolution, and accrued rights—will survive.

Enterprise Customers

Suspension, termination, cure periods, transition assistance, data-return obligations, retention periods, and related rights may be modified by a Separate Agreement.

Limited Service Commitment

Controls Star will provide the Services substantially in accordance with functionality generally made available for the applicable subscription, subject to these Terms and any applicable Separate Agreement.

Except for an express warranty specifically stated in these Terms or a Separate Agreement, and to the fullest extent permitted by applicable law, the Services and all Project Intelligence Outputs are provided “as is” and “as available.”

Controls Star disclaims all implied or statutory warranties not expressly stated in these Terms, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and warranties arising from course of dealing, usage, or trade practice, to the extent such warranties may lawfully be disclaimed.

Without limiting more specific provisions elsewhere in these Terms, Controls Star does not warrant or guarantee that:

• the Services will be uninterrupted, completely secure, or error-free;
• every defect, error, or issue will be corrected;
• Customer Data or third-party files will always be complete, accurate, compatible, or free from defects;
• Project Intelligence Outputs will always be accurate, complete, current, or suitable for a particular project or decision;
• forecasts, recommendations, assessments, scores, critical paths, calculations, or other outputs will produce a particular project or commercial result;
• the Services will satisfy every contractual requirement, specification, professional standard, regulatory requirement, or internal Customer policy; or
• third-party services, integrations, infrastructure, or technologies will remain continuously available or unchanged.

Customer Evaluation

You are responsible for evaluating whether the Services are appropriate for your intended use and for validating material outputs before relying on them.

No Expansion by Marketing Materials

General marketing materials, demonstrations, sample projects, examples, case studies, estimates, illustrations, or descriptions of potential benefits do not create a warranty or guarantee unless an express warranty is specifically identified as such in these Terms or a Separate Agreement.

Non-Waivable Rights

Nothing in these Terms excludes or limits a warranty, right, or remedy that cannot lawfully be excluded or limited.

Separate Agreements

A Separate Agreement may contain additional or different warranties, acceptance criteria, remedies, service levels, or performance commitments.

Customer Indemnification

To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Controls Star LLC and its officers, directors, employees, contractors, agents, successors, and assigns from and against third-party claims, demands, actions, proceedings, damages, liabilities, judgments, settlements, penalties, costs, and reasonable attorneys' fees arising out of or relating to:

• Customer Data that you or your authorized users provide in violation of another person's intellectual property, confidentiality, privacy, contractual, or other rights;
• your use of the Services in violation of applicable law or these Terms;
• your unauthorized or unlawful use of Customer Data, third-party information, or the Services;
• your material breach of representations, warranties, or obligations contained in these Terms; or
• acts or omissions of your authorized users where those acts or omissions would constitute a violation of these Terms if committed by you.

Limits on Customer Indemnification

Your indemnification obligations do not apply to the extent a third-party claim results from Controls Star's own breach of these Terms, gross negligence, willful misconduct, or other conduct for which liability cannot lawfully be shifted to you.

Indemnification Procedure

Controls Star will provide reasonably prompt notice of a claim for which indemnification is sought, provided that delay in notice will relieve you of your obligations only to the extent the delay materially prejudices your ability to defend the claim.

You may control the defense using reasonably qualified counsel, subject to Controls Star's right to participate at its own expense.

You may not settle a claim in a manner that:

• requires Controls Star to admit wrongdoing or liability;
• imposes non-monetary obligations on Controls Star;
• restricts Controls Star's business, products, or Services; or
• fails to provide Controls Star with a complete release from the applicable claim,

without Controls Star's prior written consent, which will not be unreasonably withheld.

Controls Star's Right to Assume the Defense

Controls Star may assume control of the defense where reasonably necessary to protect its interests, provided doing so does not expand your indemnification obligations beyond this Section.

Separate Agreements

A Separate Agreement may establish different or additional indemnification obligations, including intellectual-property infringement indemnities, data-security indemnities, defense procedures, liability limits, or exclusions.

Updates to These Terms

Controls Star may update these Terms from time to time to reflect changes to the Services, business practices, legal or regulatory requirements, security practices, commercial terms, or other operational needs.

Each version of these Terms will identify an effective date or version date. Controls Star will maintain the then-current version through its website.

Material Changes

When Controls Star makes a material change to these Terms, Controls Star will provide reasonable notice through the Services, by email, or through another appropriate communication method.

A material change may include a change materially affecting user rights or obligations, payment obligations, use of Customer Data, dispute-resolution rights, liability allocation, or other substantive terms.

Corrections of typographical errors, formatting changes, non-substantive clarifications, and similar updates do not require renewed acceptance.

Required Re-Acceptance

Controls Star may require users to affirmatively accept a materially updated version before continuing to access authenticated portions of the Services.

When re-acceptance is required, Controls Star will make the updated Terms available for review and provide a clear method of accepting them.

Once a user accepts the then-current required version, that user will not be asked to accept that same version again unless renewed acceptance is legally or operationally necessary.

Users Who Do Not Accept Updated Terms

If you choose not to accept a required updated version, you may not continue using applicable authenticated portions of the Services under the superseded Terms.

Where reasonably applicable, Controls Star will continue to provide access necessary to:

• review the updated Terms;
• manage or cancel a subscription;
• contact Controls Star; and
• address export, retention, or deletion of Customer Data.

Declining updated Terms does not automatically entitle you to a refund of fees already paid, except where required by applicable law or expressly provided in a Separate Agreement.

Acceptance Records

Controls Star may maintain records documenting acceptance of these Terms, including the applicable Terms version, accepting user, Customer workspace, acceptance date and time, and method or event through which acceptance occurred.

Continued Use Where Re-Acceptance Is Not Required

For updates that do not require affirmative re-acceptance, continued use of the Services after the applicable effective date constitutes acceptance of the updated Terms to the extent permitted by applicable law.

Separate Agreements

Changes to a Separate Agreement are governed by the amendment procedures contained in that agreement.

An update to these public Terms does not amend a Separate Agreement except where that Separate Agreement expressly provides otherwise.

Entire Agreement

These Terms, together with documents and policies expressly incorporated by reference and any applicable Separate Agreement, constitute the entire agreement between you and Controls Star concerning the Services and supersede prior or contemporaneous discussions, communications, understandings, or agreements concerning the same subject matter, except as expressly provided otherwise in a Separate Agreement.

Order of Precedence

If there is a conflict among documents governing your use of the Services, the following order applies unless expressly stated otherwise:

1. an applicable negotiated Separate Agreement;
2. an applicable order form, statement of work, service-level agreement, data processing agreement, security addendum, or other document incorporated into that Separate Agreement;
3. these Terms; and
4. other Controls Star policies or documentation incorporated by reference.

Assignment

You may not assign or transfer these Terms, or your rights or obligations under them, without Controls Star's prior written consent, except as expressly permitted in a Separate Agreement.

Controls Star may assign or transfer these Terms in connection with a merger, acquisition, financing, corporate reorganization, sale of substantially all relevant assets, similar business transaction, or to an affiliate or successor in interest, subject to applicable law.

Force Majeure

Neither party will be liable for delay or failure to perform an obligation under these Terms, other than payment obligations, to the extent caused by circumstances beyond that party's reasonable control, including natural disasters, severe weather, war, terrorism, civil unrest, labor disruptions, governmental actions, widespread internet or telecommunications failures, utility outages, cloud or infrastructure failures, cyberattacks, epidemics, pandemics, or similar events.

The affected party will use commercially reasonable efforts to mitigate the effects and resume performance when reasonably practicable.

Severability

If a provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law or modified as necessary to make it enforceable, and remaining provisions will remain in effect.

No Waiver

A party's failure or delay in enforcing a provision does not waive that provision or another right.

A waiver is effective only if clearly made by the party granting it.

No Partnership or Agency

These Terms do not create a partnership, joint venture, franchise, fiduciary, employment, or agency relationship between you and Controls Star.

Neither party has authority to bind the other except as expressly agreed in writing.

Export Controls and Sanctions

You may not use, export, re-export, transfer, or otherwise make the Services available in violation of applicable export-control, sanctions, or trade-restriction laws.

You represent that your use of the Services will comply with applicable legal restrictions governing access to software and technology.

Notices

Controls Star may provide operational, legal, billing, security, or other notices through the Services, by email to the address associated with your account, or through another reasonable communication method.

Formal notices to Controls Star may be submitted as described in Section 22 unless a Separate Agreement specifies another method.

Headings

Section and subsection headings are provided for convenience and do not limit or modify the meaning of these Terms.

Electronic Communications

You agree that notices, disclosures, agreements, and other communications provided electronically may satisfy legal requirements that such communications be in writing, to the extent permitted by applicable law.

No Third-Party Beneficiaries

Except where expressly stated otherwise, these Terms are intended solely for the benefit of you and Controls Star and do not create enforceable rights for another person or entity.

Interpretation

Words such as “including” and “includes” mean “including without limitation” unless the context clearly requires otherwise.

References to the singular include the plural and vice versa where appropriate.

Separate Agreements

If a Separate Agreement modifies a provision in this Section, the applicable Separate Agreement controls to the extent of the conflict.

General Questions and Support

If you have questions about the Services, your account, billing, these Terms, or Controls Star generally, you may contact Controls Star through:

https://www.controls-star.com/contact

Legal Notices

Unless a Separate Agreement provides another method, notices to Controls Star concerning these Terms may be submitted through:

https://www.controls-star.com/contact

Please identify the communication as a Legal Notice where applicable.

Privacy and Data Requests

Requests concerning privacy, personal information, data deletion, or other privacy rights should be submitted through the channels identified in the Controls Star Privacy Policy or through the Controls Star Contact page.

Enterprise and Contractual Matters

Requests concerning Enterprise agreements, Data Processing Agreements, security reviews, procurement requirements, or other negotiated commercial arrangements may be submitted through the Controls Star Contact page or another contact method provided by Controls Star.