The ControlUp Software as a Service Agreement governs access to ControlUp Software and Services bought under an Order. The customer accepts it by using the Software, by signing an Order that references it, or by clicking “I Agree”.[1] The contracting party is the ControlUp entity named in the Order. That entity also sets the governing law: New York for ControlUp, Inc.; Israel for ControlUp Technologies Ltd.; Germany for ControlUp GmbH; England and Wales for ControlUp UK Limited; New South Wales for ControlUp Pty Ltd; and Ontario for ControlUp Canada Inc.[1] ControlUp’s legal page links only the website Terms of Use and the Privacy Policy. The SaaS Agreement, the Auto-Renewal Policy and the MSP Agreement are separate pages on controlup.com.[7][1] The SaaS Agreement supersedes any prior end user licence agreement, evaluation agreement or similar arrangement between the parties.[1]
Editions
The SaaS Agreement applies to all ControlUp SaaS products. Commercial details such as fees, volumes, term and service scope sit in the Order. An Order may vary only those commercial terms. Where documents conflict, the Agreement prevails over Orders, addenda, purchase orders and vendor-portal terms unless a signed document names the section it varies.[1] Managed service providers sign the MSP Agreement instead. It applies only when the MSP uses ControlUp to deliver managed services to End Customers, not to licences bought for the MSP’s internal use.[4]
Metrics
The licence grant is limited, non-exclusive, non-transferable and non-sublicensable. It covers the customer, its Affiliates and their employees, agents and vendors for the Term, and depends on an active Order and payment.[1] Permitted use is limited to the licences, metrics or capacity in the Order, such as Named Users, Concurrent Sessions or Endpoints.[1] Exhibit A defines Named User, End Point and Excess Use.[1] Use must be for the internal business purposes of the customer and its Affiliates.[1] Catalog: Use is limited to the licences, metrics or capacity on the Order. How each metric is measured is described in ControlUp VDI, desktops and synthetic monitoring license counting.
Counting / floors
Monitoring and Excess Use (s.2.2(e)-(g)). ControlUp may monitor and audit use to check it against the Order. After notice of Excess Use, the customer has 30 days either to stop it or to buy enough licences or capacity, prorated to the end of the Order Term. If Excess Use returns and lasts more than one month in the same term, ControlUp may invoice it at then-current rates, prorated to the end of the term, without a cure period. Growth allowances or expansion tiers written into the Order are not Excess Use.[1] This works like a true-up: a first overage can be cured by reducing use, but a recurring one is billed. Catalog: Excess Use must stop or be bought within 30 days, pro rata, Repeated Excess Use over one month is invoiced without a cure period, Growth within Order allowances is not Excess Use.
Non-cancellable commitment (s.13.2). Each Order is a binding commitment for the full term and fees. The customer cannot terminate or reduce scope for convenience, and lower usage gives no refund, credit or reduction.[1] Late undisputed amounts accrue 1.5% interest a month. Access can be suspended on 10 days’ notice once an amount is more than 30 days overdue. If ControlUp terminates for non-payment, fees for the rest of a multi-year commitment remain payable.[1] Catalog: Orders are non-cancellable and usage reductions earn no refund.
Affiliates (s.3). Affiliates can join the customer’s Order if they are named before execution or approved in writing, and only within its total licensed volumes. Otherwise they need their own Order, and they do not automatically get the customer’s pricing.[1] Catalog: Affiliates may share an Order only within its licensed volumes.
Resellers (s.13.7, s.19.4). When a customer buys through a reseller, fees and payment are between the customer and the reseller. ControlUp may still suspend access if the reseller documents non-payment. Resellers cannot change the Agreement.[1]
Virtualization & partitioning
The Agreement contains no virtualization rules beyond the End Point definition, which includes terminal services, VDI and servers.[1] It also caps Remote Control for Unmanaged Devices at 50 sessions and Scoutbees at 20,000 tests per rolling 24 hours.[1]
Cloud / BYOL
ControlUp uses third-party hosting providers. Their services are provided under the providers’ own terms, and ControlUp gives no warranty for them.[1] After an Order ends, Customer Data can be exported free of charge for 60 days. ControlUp may then delete it. The customer must also remove and destroy installed copies of the Software.[1] Catalog: Customer Data can be exported for 60 days after termination.
Programs
Auto-Renewal Policy
Under s.16 of the SaaS Agreement, some Orders renew automatically for one-year periods under ControlUp’s Auto-Renewal Policy. Customers outside its scope must sign a new Order to continue.[1] The policy applies to customers who buy directly from ControlUp with annual recurring revenue of no more than USD 75,000. ARR is calculated from the latest order or renewal invoice, excluding one-time, services and usage-based charges.[2] It excludes on-premises subscriptions or licences, perpetual licences, platform-on-premises fees and purchases through resellers or distributors.[2]
| Policy term | Rule[2] |
|---|---|
| Renewal | One year, same licence type and quantity |
| Price | Increase capped at the lower of 15% over the previous term or the then-current list price |
| Notice from ControlUp | Renewal notice 45 to 60 days before; renewal invoice at least 30 days before |
| Cancellation | Written notice to AutoRenewals@controlup.com at least 30 days before renewal |
| Changes | Expansions agreed 60 or more days before expiry roll into the renewal |
| After renewal | Cancellation ends access at the end of the paid term; no refunds |
Catalog: Auto-Renewal Policy; rules Auto-renewal applies to direct customers with ARR up to USD 75,000, Auto-renewal price increase capped at the lower of 15% or list price, Cancel auto-renewal at least 30 days before the renewal date, Changes made 60 days before expiry roll into the renewal.
Evaluations, trials and the licence lifecycle
An Evaluation under the SaaS Agreement lasts 30 days from first access unless ControlUp says otherwise. It is provided as is, without support, service levels, indemnity or warranty. ControlUp’s liability for it is capped at USD 10,000, and evaluation data cannot be accessed afterwards.[1] In the product, registering an organization starts a 21-day trial of all products. It can be extended once with a 7-day grace period, and an account can have only one trial period. A ControlUp ONE trial can be started once per calendar year.[3] If no licence is bought, or a commercial licence is not renewed, access is disabled and unlicensed data is permanently deleted within 30 days.[3] Licences are activated with a licence key, either straight away or from a future start date.[8] Activating a new licence deactivates the old one. If the new licence ends earlier, the old one goes On Hold and can be reactivated; otherwise it is marked Replaced.[3] Catalog: Evaluation (30 days), 21-day trial and grace period; rules Evaluations last 30 days, as is, with a USD 10,000 liability cap, One 21-day trial per account, Expired licences lose access; unlicensed data is deleted within 30 days, A new licence puts the old one On Hold or marks it Replaced.
In 2023 ControlUp announced a free 50-user VIP Pack for Edge DX, aimed at users who need extra attention from IT.[9] The current pricing documents do not list it, so it is recorded as historical. Catalog: Free 50-User VIP Pack for Edge DX.
Support and version lifecycle
Initial support response times depend on the licence. ControlUp ONE and Advanced get 2 hours, 24x7, for Urgent issues and 2, 4 and 8 business hours for High, Normal and Low. Essential gets 2, 4, 8 and 12 business hours. An Enterprise Plan add-on gives a 2-hour, 24/7 response. Business hours are 06:00 to 00:00 UTC, Monday to Friday.[5] Software versions move from General Availability to End of Maintenance (security updates only) and then to End of Support, which comes 18 months after the next version’s GA date. The policy applies to customers who bought directly from ControlUp.[6] Catalog: Support plans by licence tier; Versions reach End of Support 18 months after the next version's GA.
MSP Agreement and Commit-to-Consume
The MSP Agreement lets an MSP integrate, embed and deploy ControlUp in its managed service offering for End Customers during the Schedule Term.[4] Rights are limited to the Licensed Units bought in the Schedule. The MSP commits to a Committed Quantity, the minimum number of Licensed Units for the Schedule Term.[4] MSPs keep records of deployment, allocation and use, and submit quarterly usage reports by the 10th day of the month after each quarter. ControlUp says these reports are essential to “monitor compliance with the Commit-to-Consume model”.[4] MSPs must pass on terms at least as protective of ControlUp to their customers.[4] Either party may end the Agreement for convenience on 30 days’ notice, but active Schedules continue. When a Schedule ends, all fees committed for the rest of its term become immediately due.[4] A Schedule renews only by written agreement of both parties.[4] Catalog: MSP Commit-to-Consume; MSPs submit quarterly usage reports, Remaining committed MSP fees fall due on termination.
Transfer
Neither party may assign the SaaS Agreement without the other’s written consent. A change of control of ControlUp counts as an assignment.[1] Catalog: No assignment without consent.
Out of scope
This article does not cover the Data Processing Addendum, the information security and audit rights that customers hold against ControlUp (s.12), the AI Features terms in detail, or the MSP Service Level Agreement.