Master Subscription Agreement
Terms of Service
Effective: September 1, 2024
This Master Subscription Agreement is entered into between the organization executing an Order Form (“Customer,” “you,” or “your”) and the specific ABC Fitness contracting entity (or entities depending on the Services received) identified in Section 21 below (“ABC,” “we,” “us” or “our”).
1. Definitions.
These definitions will help you better understand the MSA. Bolded terms not defined below shall have the meanings set forth elsewhere in the MSA.
“ABC Partner” means an unaffiliated third-party company appointed by ABC to process orders, resell, implement the Services, or to provide technical equipment or hardware. An ABC Partner does not include any third-party company designated or appointed by Customer to provide Third Party Applications.
“ABC Technology” means any concept, invention, system, process, technique, methodology, know-how, tools, template, technology (including, without limitation, software in executable code and source code), or any other information, data, materials, and any expressions of the foregoing, developed by, owned by, or licensed to ABC or its Affiliates.
“Access Credentials” means a username, ID number, password, security key, token, PIN or other security code, method or device used alone or in combination to verify an individual’s identity and authorization to access and use the Customer’s Account.
“Account” means the Customer’s primary means within the Platform for access to and use of the Services. A Customer’s Account is normally linked to specific club or studio location.
“Administrator” means an authorized user to whom Customer has granted special permissions to be able to manage the Account and make administrative changes within the Account.
“Addendum” or “Addenda” means any document or set of documents which provide(s) new or supplemental terms to the MSA, including, without limitation, schedules, exhibits, annexes or appendices, and any revisions or amendments thereto.
“Affiliate” means any legal entity that controls or owns more than 50% of such entity’s outstanding shares or securities, or is controlled by, or under common control with a party.
“Aggregated Anonymous Data” means any data that is derived or aggregated in deidentified form from (a) Customer Data, or (b) Customer’s or Customer’s Authorized Users’ use of the Services, including, without limitation, any usage data or trends with respect to Platform or Account access and use. Aggregated Anonymous Data may, depending on the context, be referred to interchangeably as “Usage Data.”
“Applicable Laws” means all applicable local, state, provincial, federal or international laws, rules or regulations, including, without limitation, the CAN-SPAM Act of 2003 (in the U.S.), the Telephone Consumer Protection Act (“TCPA”) (in the U.S.), the Federal Trade Commission Act (in the U.S.), provisions relating to the National Do Not Call Registry (in the U.S.), the General Data Protection Regulation (“GDPR”) (in the EU), the ePrivacy Directive (2002/58/EC) (in the EU), the Canadian Anti-Spam Legislation (“CASL”) (in Canada), the Ley Federal de Protección de Datos Personales en Posesión de los Particulares (“LFPDPPP”) (in Mexico), the Privacy and electronic Communications Regulations (“PECR”) (in the United Kingdom), the Spam Act 2003 (in Australia) and, for customers in Australia, the Non-Excludable Terms referenced in Section 15 below.
“Authorized Users” means any person, including Customer employees, agents, contractors or representatives, to whom Customer grants permission and authorizes access to Customer’s Account and use of the Services.
“Confidential Information” means all information disclosed by one party to the other party, orally, in writing or electronically, that is designated as “confidential” (or with a similar legend), or which a reasonable person should understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include any information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
“Customer Data” means all electronic data, text, content or other materials, including, without limitation, Personal Data, submitted to the Platform by Customer, its Authorized Users or End Users in connection with use of the Services and tied to Customer’s Account.
“Data Processing Addendum” “or “DPA” means the ABC Fitness Data Processing Addendum, as may be updated from time to time, with the most current version available here.
“Documentation” means any then-current documentation provided by ABC that describes the various features and functionalities of the Platform or Services.
“Effective Date” means the date the MSA becomes effective, as set forth in the Order Form.
“End Users” means those of Customer’s current and prospective members, clients or customers who have access to the Platform and use Services through the Customer’s Account.
“Fees” means the fees associated with Services, in addition to any other costs, amounts, or charges permitted by the MSA, as may be set forth in these Terms of Service, the Order Form or any applicable Addenda. Fees also include the fees, charges and rates associated with Payment Services.
“Hardware” means the computer equipment, point-of-sale terminals, or other technical hardware distributed or made available by ABC, an ABC Partner, or an independent third-party supplier or vendor.
“Implementation Period” means the time period beginning with the Effective Date and continuing through the time period during which ABC or an ABC Partner will seek to deploy or provision Services at the Customer’s business location(s).
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Master Service Agreement” or “MSA” or “Agreement” means the Order Form, these Terms of Service and any applicable Addenda, as may be revised by the parties in writing or as permitted by these Terms of Service.
“Merchant Agreement” means, collectively, the Merchant Application and Agreement and the Payment Service Terms, as may be updated from time to time, with the most current version available here, which apply to ABC’s provision of Payment Services.
“Order Form” means a written order form (or similar document, whether provided in hardcopy format or online) that describes the commercial terms of the MSA, including the Services purchased, pricing for Services, any parameters of use, and other relevant terms and conditions.
“Payment Services” means those features and functionalities of the Platform which enable the billing of End User accounts, the sending or receiving of payments, and their associated components, products and integrations. Payment Services may be provided by ABC or a third-party payment services provider subject to its own separate payment terms and conditions.
“Personal Data” shall have the meaning as set forth in the Data Processing Addendum, and may also be referenced as “personal information,” “personal data,” or “personally identifiable information.”
“Platform” means ABC’s proprietary club management software platform, including ABC IGNITE™, ABC GymSales™, ABC Glofox™, ABC Trainerize™ and ABC EVO™, and all associated features, functionalities, components, APIs, Websites, Documentation, mobile applications and ABC Technology that is owned, licensed or operated by ABC or its Affiliates and made commercially available. For clarity, ABC GymSales™, ABC Trainerize™ and ABC EVO™ are contracted for under separate contract terms and conditions.
“Privacy Policy” means the ABC Fitness Privacy Policy, as may be updated from time to time, with the most current version available here.
“Professional Services” means supplemental training, custom development work, enhanced implementation, consulting services, technical support of Customer’s own IT systems, configuration services, and any other services not considered by ABC to be part of its standard suite of service offerings. Professional Services may be contracted for in an Order Form, in a separate Statement of Work, or in a stand-alone agreement.
“Sensitive Personal Information” means: (a) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”) not authorized or covered by a duly executed Business Association Agreement with ABC or an ABC Affiliate; or (b) any other personal data of an EU citizen deemed to be in a “special category” (as identified in EU General Data Protection Regulation (“GDPR”) or any successor directive or regulation).
“Services” means the specific ABC product or service offering identified in one or more Order Form(s), as agreed to by the parties in writing.
“Team” means all of ABC’s, or an ABC Affiliates’, employees, officers, directors, owners, agents, attorneys and representatives.
“Term” means the Implementation Period, the Initial Term and any Renewal Terms, as described in an Order Form.
“Third Party Applications” means plug-in or add-on online applications developed by third parties that integrate or interoperate with the Platform or Services.
“Websites” means www.abcfitness.com, www.glofox.com, www.gymsales.io, www.trainerize.com, www.w12.com.br, and any other website(s) owned and operated by ABC or its Affiliates.
2. Use of Services
2.1 Use of the Services. Subject to your compliance with the terms and conditions of the MSA, including payment of all Fees, for the duration of the Term and in accordance with the parameters set forth in the Order Form, we hereby grant you a non-exclusive, limited, revocable, non-transferable, and non-sublicensable license for you, your Authorized Users and End Users to access the Platform through your Account and use Services for your own legitimate business purposes. This grant of licensed rights does not constitute a sale and does not convey to you or any third party any right of ownership in or to the Platform, Services, ABC Technology, or any of the Intellectual Property Rights therein. All rights not specifically granted under the MSA are expressly reserved to us and our Affiliates.
2.2 License Restrictions. You and your Authorized Users may not, directly or indirectly: (a) process data on behalf of any third party other than your Authorized Users and End Users; (b) violate any Applicable Laws (defined below) or use the Services to violate any Applicable Laws; (c) store or transmit any content that infringes on the intellectual property rights of a third party; (d) access the Platform or use the Services for competitive intelligence or performance benchmarking purposes; (e) sell, rent, license, distribute, provide access to, sublicense or otherwise make available the Services to any third party, or in a service bureau or outsourced offering; (f) falsely imply any sponsorship or association with ABC or our Affiliates; (g) decompile, reverse engineer, disassemble, reproduce, copy or otherwise access or discover the source code or underlying program of any portion of the Platform, Services or ABC Technology; (h) intentionally try to bypass a security mechanism of the Platform or intentionally transmit materials which contain malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code; or (i) use the Services to transmit material that is harassing, discriminatory, defamatory, vulgar, pornographic or harmful to others. We reserve the right to immediately suspend or discontinue your access to the Platform or use of the Services if we have reasonable grounds to believe that you or your Authorized Users are or may be acting in violation of these license restrictions.
2.3 Trials, Evaluations & Beta Licenses. Except as otherwise provided in an Order Form, any product or service offering provided on a trial, beta, pre-release or evaluation basis (each, a “Beta Offering”) may be made available to you at no cost and for a limited duration. You have no obligation to use a Beta Offering and we shall have no obligation to release a Beta Offering for public use. Beta Offerings will be made available solely for testing and evaluation purposes, and your use of a Beta Offering will be for the term specified by us (and, if no term is specified, then for the earlier of 12 months starting from the date we make the Beta Offering available or when that version of the Beta Offering becomes generally available). We reserve the right to discontinue a Beta Offering at any time, with or without notice. Subject to Applicable Laws, all Beta Offerings are provided “as is, where is” with no warranties of any kind and your use of a Beta Offering is solely at your own risk.
2.4 Customer Support. We offer customer support as part of the Fees you pay for Services. Information concerning customer support will be provided to you as a part of the implementation process and may also be posted on our Websites. Standard customer support does not include custom development, advanced configurations, data customization, club consulting, general IT support on customer data systems, on-site hardware or equipment issues, the creation of custom or special reports, on-site or supplemental training, and support related to Beta Offerings. We reserve the right to treat any of these non-support tasks as a request for Professional Services.
2.6 No Advice. Any recommendations, best practices or advice that a member of our Team may share with you during the course of our business relationship should be considered for informational purposes only and should not be treated as formal legal, tax or accounting advice.
2.7 Payment Services. Payment Services provided to ABC IGNITE customers will be governed by a Merchant Agreement, which will be considered incorporated by reference into the MSA; provided, however, that if such ABC IGNITE customer had already entered into a separate agreement for payment services directly with a third-party provider when onboarding with ABC (for example, with Repay or FirstData) (“Legacy Payment Services Agreement”), then the terms of such Legacy Payment Services Agreement will govern and be deemed to control in the event of a conflict with the Merchant Agreement. However, in the case of a Legacy Payment Services Agreement, as of the Effective Date ABC shall become the provider of the Payment Services moving forward and shall generally assume the role previously filled by the third-party provider, as described in your existing agreement(s) with ABC. Payment Services provided to ABC Glofox customers will be governed by a separate agreement directly between the customer and a separate third-party payment services provider. Where Stripe, Inc. (“Stripe”) is the third-party payment services provider, the ABC Glofox customer (i.e., the merchant) will be subject to the “Stripe Services Agreement,” which includes the Stripe Connected Account Agreement, the Stripe Services Agreement, and such other Stripe instruments or agreements as may be communicated to you by us or Stripe.
2.8 Implementation. Implementation, sometimes called “onboarding”, involves the deployment of Services at your business location. Implementation work may be provided by ABC or an ABC Partner and will last for the duration of the Implementation Period. A successful implementation, especially where we are receiving Customer Data from a third-party platform, involves a cooperative effort between all of the parties involved. Best practices for an efficient implementation involve clear party communication, timely and accurate responses to reasonable requests for information, and diligently working toward completion of each party’s responsibilities. We strongly recommend that you designate a primary point of contact for the implementation phase of the project. Because of variables which may be unknown at the start of an implementation, we cannot commit to hard deadlines for completion; all target timelines will be best-guess estimates based on our experience with similar implementations. We will use best efforts to communicate all target timelines to you in advance, including a projected “Go Live Date” for each business location (which we may choose to document in writing). Our failure to meet a target deadline, including the projected Go Live Date, will not be considered our material breach of the MSA and will not entitle you to a refund. Your actual Go Live Date will be the date Services are available to you and your Authorized Users for access and use at your licensed business location. We reserve the right to determine your actual Go Live Date. We will not be liable for any errors, delays or miscommunications caused by you or your designated personnel during the implementation process. If an implementation of Services is delayed through no fault of our own, we may begin charging you Fees for Services on your projected Go Live Date. We reserve the right to charge a separate fee for our work on implementation; the implementation fee, as applicable, will be listed in your Order Form. Unless otherwise noted, implementation fees must be paid up front and in full, prior to our commencement of work on your implementation. Implementation fees, once paid, are considered non-refundable.
2.9 Third-Party Applications. You may use Third-Party Applications with the Platform provided we have expressly permitted the integration, plug-in or extension with the relevant third party. You agree that such Third-Party Applications may acquire access to your Account and Customer Data and information as required for their interoperation or integration. Such Third-Party Applications are governed by their own terms and conditions and are not considered “Services” under the MSA. We have no obligation to monitor such Third-Party Applications and specifically disclaim any liability with regard to such content or information. You assume full responsibility for any damages, losses, costs, or harms arising from your use or inability to use such Third-Party Applications.
2.10 Artificial Intelligence. We strive to use artificial intelligence, chatbots and large language model services responsibly (collectively, “AI Features”). We understand that AI Features can be used to help create meaningful and engaging content, as well as automate certain aspects of the Platform, the Services, and to enhance your user experience. The content generated from your use of AI Features is provided for informational purposes only and should not be relied upon for any specific purpose without separate verification of its accuracy or completeness. Given the probabilistic nature of machine learning, use of AI Features and the content, results or recommendations generated thereby may result in incorrect outputs that do not reflect the action generated. You should independently evaluate the accuracy of any AI-generated outputs or recommendations before accepting them. To the extent permitted by Applicable Laws, we expressly disclaim any and all liability for any errors or omissions related to or arising out of content produced or provided by or through the AI Features. We may, in our sole discretion, choose to modify or remove any AI Feature or AI-generated content at any time, with or without notice.
3. Customer Responsibilities
3.1 Customer Account. Once your Account is activated, it is your responsibility to: (a) keep all Account information current, accurate and up-to-date so that we can send you notices, invoices and other relevant information about the Services; (b) set up appropriate permissions to your Account with an Administrator and other Authorized Users to whom you wish to grant access and certain administrative rights; and (c) maintain the confidentiality and security of all Access Credentials associated with your Account. We may attribute all Authorized User activity occurring under your Account to you. If you lose, misuse or permit the unauthorized disclosure of Account Credentials to your Account, or even if you suspect it, please notify us immediately.
3.2 Promotional Marketing. While we have taken steps to design the Platform with certain “guardrails” in place to encourage legal use of the Services, ultimately, it is up to you to ensure compliance with all Applicable Laws, including those related to the sending of promotional marketing materials, whether by phone/automated dialer, email, or text (SMS). By choosing to send promotional messages or communications through the Platform, you acknowledge and agree that: (a) you have first obtained appropriate opt-in written consent from the would-be recipients of such communications; (b) you will promptly comply with any request by a recipient to revoke his or her consent; (c) you have had the opportunity to consult with an attorney in the relevant jurisdictions about the legal risks and requirements of engaging in a promotional marketing campaign via phone/automated dialer, email, and text; and (d) ABC and our Affiliates shall not be liable to you or any third party as the result of your decision to engage in a promotional marketing campaign through your access to the Platform and use of Services.
3.3 Consent Obligations. The Platforms may offer various configurations to assist you in capturing the requisite consents from would-be recipients of your promotional marketing transmitted through the Platform. It is your sole responsibility to make sure you provide proper notifications and obtain and maintain any consent required by Applicable Laws. You understand that aspects of the Services may be provided through third-party telecom providers, and that such providers may prohibit you from sending messages through the Platform if you have not properly captured and maintained such consent or if they believe you may be in violation of Applicable Laws or other telecommunication rules. You understand that it is your sole responsibility to ensure your compliance with the foregoing, and that you may be asked by such third parties to provide documentation evidencing your compliance in order to receive these Services or use parts of the Platform.
3.4 End User Agreements. Many states regulate the operation of a fitness business, including the content of your agreements with End Users (for example, membership agreements, personal training services agreements and group training agreements) (collectively, “End User Agreements”). You will be solely responsible for the content and legality of any End User Agreement tied to your Account or loaded to the Platform. ABC and our Affiliates expressly disclaim any and all liability associated with your End User Agreements, and this disclaimer will continue to apply even if ABC or a member of our Team may have provided you with a template or assisted you in the preparation, drafting or upload of an End User Agreement. ABC and its Affiliates shall have no obligation to independently review your End User Agreements for compliance with Applicable Laws or notify you of changes in the law that may require updates to your End User Agreements. Any End User Agreement template provided to you by any member of our Team should be considered for convenience only, and you remain responsible for consulting your own legal advisors about the compliance of your End User Agreements.
3.5 Hardware. Unless otherwise agreed to in writing,you will be solely responsible for setting up, maintaining and paying for the technical equipment and Hardware required to access the Platform and use Services. Technical equipment and Hardware may include, without limitation, the internet services at your health club or studio location, modems, payment terminals, peripherals, tablets, mobile devices, workstations, and any other components, specifications or configurations related to such technical equipment.
3.6 Customer Data. You will be solely responsible for overseeing, managing and maintaining the accuracy and completeness of your own Customer Data.
3.7 No Data Archiving. ABC and our Affiliates do not provide data hosting or data archiving services, and we shall have no obligation to keep or store Customer Data after the MSA has terminated or expired (subject to the retrieval provisions set forth in Section 7.5 below). Except where otherwise required by Applicable Laws, consistent with our role as Processor or Service Provider (as these roles are defined and described in the DPA), we will begin purging Customer Data from the Platform after the MSA has terminated or expired. Please keep a copy of any Customer Data which you consider important on your own technology systems, or with a true third-party hosting services provider. If you are an active Customer, please note that during the Term of the MSA, we will only hold Customer Data of or concerning an “inactive” End User for up to five (5) years once the End User goes inactive on your Account. Following this period, unless you have provided us with specific written instruction to hold the inactive End User’s Customer Data for a longer period (which may be subject to an additional cost, as we determine), we will adhere to the written instruction referenced herein to begin purging such Customer Data from the Platform after the period of up to five (5) years of continuous inactivity.
3.8 Legal Compliance. You will be solely responsible for making sure that any use of the Services which occurs under your Account, whether by you, your Authorized Users or End Users, complies with Applicable Laws.
4. Payment Terms
4.1 Payments. You agree to pay all Fees described in the MSA, including, without limitation, all fees and charges owed for Services as described in one or more Order Forms. Unless we have made other payment arrangements with you (for example, you have authorized us to deduct our Fees directly from your ACH/EFT draft or bill your credit card on file), our invoices will be due within 30 days from the date they are issued. Except as otherwise provided, all Fees are non-refundable and must be paid in U.S. dollars. Fees paid are based on Services to which you have subscribed, not your actual usage. Any Fees that remain unpaid as of the date of termination or expiration of the MSA will become immediately due and payable.
4.2 Late Payment. We reserve the right to charge you interest at the rate of the lesser of 1.5% per month, or the maximum rate permitted by law, on any Fees not received by us within 15 days of the payment due date. If Fees are more than 30 days overdue, then we may suspend your access to the Platform or use of Services until such time as the past due balance has been paid in full.
4.3 Payment Disputes. We will not exercise our rights under Section 4.2 (Late Payments) or Section 7.2 (Termination for Cause) if you dispute our Fees in writing and in good faith and cooperate to help us investigate and resolve the payment dispute. If we are unable to resolve the dispute within 30 days, then we will have the right to seek any remedy we may have under the MSA, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. Unless you properly notify us of a payment dispute, you will be responsible for paying our reasonable collection costs, which may include, without limitation, our reasonable attorneys’ fees and court costs. Notwithstanding a payment dispute, you agree to pay any undisputed amounts in full. All disputes must be submitted within 90 days of our issuance of the corresponding invoice, or they will be deemed automatically waived by you.
4.4 Pre-Authorized Payment. If you are receiving Payment Services, you hereby authorize us to: (a) deduct Fees and other amounts collected by ABC on your behalf, such as pass-through costs and other amounts due to ABC or any of our Affiliates pursuant to this MSA or any other agreement, from the amounts collected from End Users on your behalf; (b) automatically draft Fees directly from the designated bank account tied to your Account; or (c) charge the credit card on file for all Fees due and payable under the MSA. You must keep all payment information on file accurate and up to date. To avoid an interruption in Services, we may choose to participate in programs supported by your credit card provider to attempt to update your payment information. You authorize us to continue billing and charging your credit card for amounts owed with the information that we obtain.
4.5 Fee Increase. Unless otherwise specified in an Order Form, we shall have a right to increase Fees for Services upon providing you with a 30-day written notice prior to any such increase going into effect (with email being sufficient for purposes of giving notice). If you are a Canadian entity, you shall receive a minimum of 90 days’ notice of any fee increase or the introduction of a new fee related to Payment Services that you are receiving. In the event of such fee increase, new fee, or a reduction in applicable interchange rate that is not passed on to you, you shall have the right to terminate the applicable Services for convenience, without penalty, by providing ABC written notice prior to the end of such 90-day period.
4.6 Taxes. All Fees are exclusive of, and you are responsible for paying, all applicable federal, provincial, state, local, and other sales, use, VAT, GST, excise or other applicable taxes other than taxes on our net income. Further, we will comply with any valid tax lien or levy associated with your Account. We are not responsible for, and shall have no liability resulting from, your failure to set, properly account for, or collect sales tax on products or services sold at your business location. These tasks will be your sole responsibility. If we are required to pay any taxes on your behalf, you agree to reimburse us for such amounts (including, without limitation, taxes, interest and penalties that may be issued) within 30 days from the date upon which the balance was incurred.
4.7 Offset Rights. We shall have a right to offset any amounts owed to you under the MSA (including, without limitation, amounts owed in the form of refunds or credits) against any Fees or other amounts owed by you or any of your Affiliates under the MSA or any other agreement entered into with ABC or an ABC Affiliate. You agree that our right to offset will be in addition to, and not in lieu of, any other rights or remedies available to us under the MSA or by Applicable Law. We shall have a right to offset funds automatically from any available funding source, including, without limitation, monies or accounts held or controlled by ABC or any of our Affiliates, and we shall have no obligation to provide you with any advance written notice. Further, you authorize us or our Affiliates to debit or charge any credit card or bank account on file with ABC for such amounts owed. In the event that the amounts owed are not satisfied by these offset rights, any remaining amounts owed will be due and payable to us within 24 hours upon notice and request for payment by ABC.
5. Privacy, Security & Data Processing
5.1 Privacy & Security. We maintain a global privacy and security program designed to protect your Customer Data and any associated Personal Data that we collect or process on your behalf. Please review our Privacy Policy and DPA for more details about our privacy practices. We will use appropriate technical and organizational measures in providing Services designed to protect your Customer Data from unauthorized access, loss, or disclosure. Our security measures are designed to provide a level of security appropriate to the risk of processing Customer Data within the Platform. To the extent any terms concerning privacy or data security contained in this MSA conflict with those provided in the DPA, the DPA will control.
5.2 Notification of Security Incident. If we become aware of a security incident related to our Platform that involves your Personal Data, we will notify you as set forth in the DPA or as required by Applicable Laws. In the notice, we will provide you with information about the security incident so that you can evaluate the consequences to you and any legal or regulatory requirements that may apply unless we are prevented from doing so by legal, security or confidentiality obligations. Notifying you of a security incident or cooperating with you to respond will not be deemed an acknowledgement or assumption of any liability or fault on our part for such an incident.
6. Changes
6.1 Changes to these Terms of Service. We reserve the right to modify these Terms of Service at any time to reflect changes in our policies or industry requirements. We may post Minor Changes to Platform or our Websites without notifying you in advance, with a “Minor Change” being defined to mean any modification to the Terms of Service that does not reduce your legal rights under the MSA. A “Material Change”, by contrast, is one in which your legal rights under the MSA would reduce as the result of the change. Subject to Section 6.3, if we seek to make a Material Change to these Terms of Service, then we will provide you written notice at least 20 days before the Material Change is set to take effect, which period must be reasonable having regard to the Material Change. We may provide this notice to you through the Platform itself (for example, by posting it to your Account), or by email sent to the primary contact associated with your Account. If you fail to object to the Material Change in writing within 20 days after receiving written notice (or other period specified in the written notice), then your continued use of Services will constitute your acceptance of the Material Change and the MSA will be modified accordingly. If, however, you do object to the Material Change in writing within 20 days after receiving written notice (or other applicable period specified in the written notice), then the Material Change will not apply to you and the previous, unmodified version of the Terms of Service will continue to apply until the expiration of the then-current term, after which, upon renewal, the Material Change will automatically take effect without further action by either party. The most current version of our Terms of Service is accessible here.
6.2 Changes to Fees. We reserve the right to change Fees for Services at any time; provided, however, that any decision by us to change Fees for Services prior to the end of your then-current Term will be treated as a Material Change subject to the notice and objection process described above. Any pass-through fees and Fee adjustments which account for increased costs charged by third party payment service providers will not be regarded as a Material Change and will take effect immediately.
6.3 Changes Required by Law. We shall have the right to make any change to the MSA, our procedures, or the Platform that we, in our reasonable determination after consultation with legal counsel, deem to be required by Applicable Laws. We will use commercially reasonable efforts to give you written notice of any change required by Applicable Laws, although our failure to provide such notice shall not be considered a material breach of the MSA.
6.4 Other Changes. Except as otherwise stated in this Section 6, no modification of the MSA will be binding unless in writing and manually signed by an authorized representative for the parties.
6.5 Discontinuation of Services. If we choose to sunset, decommission or otherwise terminate any portion of the Services, or any feature or functionality thereof, we will provide you a reasonable advance notice (but in no event less than 90-days) and, if you have prepaid Fees for Services, we will issue a pro-rated refund for that portion of Services subject to the decision to sunset, decommission or terminate.
6.6 Enhancements. We strive to continually improve your experience with the Platform and Services. We may, from time to time, update our ABC Technology or the Platform to include enhancements or make updates or upgrades to certain existing features or functionalities (collectively, “Enhancement”). Unless our written notice states otherwise, your access to and use of any Enhancement will be included with the Fees you pay for Services and you will not be subject to any additional charge. Enhancements do not include our release of an entirely new product or service offering, or a component, feature or functionality associated therewith, all of which we reserve the right to charge for, in our sole discretion. You agree that your purchase of Services under the MSA is not contingent on the delivery of any future functionality or feature, or dependent on any oral or written public comments made by us or our Affiliates regarding future functionality or features.
7. Term, Termination & Suspension
7.1 Term. The MSA shall commence on the Effective Date and shall continue as specified in the applicable Order Form (the “Initial Term”). Upon conclusion of the Initial Term, unless otherwise specified in an Order Form, the Order Form shall thereafter automatically renew for a subsequent term (each subsequent term being a “Renewal Term”) which is equal in length to the expiring Initial Term or Renewal Term, or one (1) year, whichever is shorter, unless either party delivers written notice at least 30 days prior to the end of the Initial Term or a Renewal Term of such party’s intent to terminate the MSA. The Implementation Period, the Initial Term and all Renewal Terms, as applicable, together form the Term. You may not terminate the MSA for convenience; you will be bound for at least the Initial Term (including the Implementation Period, as applicable). We reserve the right to increase Fees to then-current market rates at the start of each Renewal Term unless specifically stated otherwise in the Order Form or the MSA.
7.2 Termination for Cause. Either party may terminate the MSA by written notice to the other party in the event that: (a) such other party materially breaches the MSA and does not cure such breach within 30 days of such notice; or (b) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In addition to the termination rights described above, we may terminate the MSA for cause and without penalty if, after the Effective Date, we discover that providing the Platform or Services, or some portion thereof, is prohibited by Applicable Laws or has become impractical or unfeasible due to a legal or regulatory reason.
7.3 Suspension. We may suspend your access to the Platform or use of Services on the following grounds: (a) late payment/non-payment of undisputed Fees; (b) you or your Authorized Users are violating, or are reasonably suspected of violating, the License Restrictions set forth in Section 2.2 above; (c) if you are in material breach of the MSA; (d) if we, in our reasonable judgment, consider the suspension necessary to protect the availability, integrity, resilience or security of the Platform or the data of our other customers; or (e) as required by Applicable Laws or by judicial authority. Depending on the circumstances, we will make reasonable efforts to notify you in advance of any suspension decision. We will use diligent efforts to attempt to limit, where commercially feasible, the suspension to any affected user of the Platform, and will immediately restore Platform access and availability as soon as the issues leading to the suspension have been resolved. Our decision to suspend will in no way affect your other obligations under the MSA.
7.4 Effect of Termination. If the MSA terminates or expires for any reason, you agree: (a) to immediately discontinue your use of Services and access to the Platform; (b) that the licensed rights provided under the MSA shall immediately end; (c) that we shall have a right to delete your Account and all associated Customer Data subject to the Retrieval Period and Data Retention procedures below; and (d) that neither ABC nor any of our Affiliates shall be liable to you or any third party for any of the foregoing actions. Where we terminate the MSA for cause, or you terminate the MSA prior to the expiration of the Term (except for cause), you agree to pay us all Fees owed through the expiration of the then-current Term. In addition to the foregoing, if you terminate the MSA (except for cause), or we terminate the MSA for cause, prior to the expiration of the Initial Term, you agree to repay to us: (i) any amounts provided by ABC to you as rebates pursuant to an Order Form, the MSA, or any other agreement or arrangement between you and ABC, including any Order Form Rebate (as applicable); and (ii) the remaining balance of any Buyout Fee or other amount that ABC advanced to, or for the benefit of, you to buy out your existing agreement with the service provider that ABC replaced (such remaining balance to be determined by dividing the original amount by number of months in the Initial Term and multiplying the quotient thereof by the number of months remaining on the Initial Term.
7.5 Retrieval Period. Upon termination or expiration of the MSA for any reason, and subject to your payment of any outstanding Fees and a one-time data export fee (which we charge on a per-location basis), for a period of 30 days (the “Retrieval Period”), we will make available and cause to be delivered to you or your designated agent the Customer Data associated with your Account(s). We will export and deliver your Customer Data in a standard usable file format consistent with industry standards. Once we have successfully migrated your Customer Data off the Platform (and retain no copies), we shall have no responsibility or liability for keeping Customer Data secure. The parties may choose to extend the Retrieval Period by mutual consent.
7.6 Data Retention. Once the Retrieval Period has ended, we reserve the right to retain a copy of your Customer Data at our cost for the duration of our internal record retention policies, or for such longer periods as may be necessary to comply with our legal obligations, maintain accurate financial and other records, resolve disputes and enforce our agreements. We will use commercially reasonable efforts to keep any copies of Customer Data safe following the expiration of the Retrieval Period. Once Customer Data has been deleted, it cannot be recovered.
7.7 Survival. The terms of this Section 7 and the following provisions of the MSA will survive the expiration or termination of this MSA: Section 2.2 (License Restrictions), Section 4 (Payment Terms), Section 5 (Privacy, Security & Data Processing), Section 8 (Intellectual Property); Section 9 (Confidentiality), Section 10.4 (Warranty Disclaimer), Section 11 (Waiver of Special Damages), Section 12 (Indemnification), Section 13 (Limitations of Liability), Section 15 (Australian Consumer Law), Section 18 (Governing Law & Venue), Section 19 (Dispute Resolution, Class Action Waiver & Arbitration Agreement) and Section 20 (General).
8. Intellectual Property
8.1 What You Own. You own and retain (and, where applicable, must ensure that you have a valid license to): (a) your Customer Data; (b) your name, logo and other trademarks; and (c) all Intellectual Property Rights in and to any of the foregoing.
8.2 What We Own. We own and retain all rights in and to: (a) the Platform, Services and ABC Technology, including any modifications made thereto, derivatives thereof; (b) Aggregated Anonymous Data; (c) any software, applications, inventions or other technology developed by us in connection with providing the Platform or Services; (d) our name, logo and other trademarks, and (e) all Intellectual Property Rights in and to any of the foregoing.
8.3 Permitted Use. You grant us and our Affiliates a non-exclusive, worldwide, royalty-free license to use, copy, transmit, sub-license, index, store, and display your Customer Data to perform our obligations under the MSA (including, but not limited to, developing, modifying, improving, supporting, customizing, and operating the Platform and providing Services), or enforce our rights under this MSA, or where required or authorized by Applicable Laws. You further authorize us to use, copy, transmit, index and model Customer Data for the purpose of developing, improving or customizing the Platform or Services, or to derive, aggregate or use Aggregated Anonymous Data, and you agree that such use would be compatible with the original purpose of processing.
8.5 Use of Name and Logo. You hereby grant us the right to use your name, trade names, trademarks and logos in our marketing, sales, public relations materials and in other communications solely to identify you as a customer of ABC. You have the right to revoke permission for such use of the name, trademark and logo at any time, upon reasonable advance written notice to us. Other than as expressly stated herein, neither party will use the other party’s names, trademarks or logos without the prior written permission of the other party.
9. Confidentiality
9.1 Use and Nondisclosure. A receiving party shall not use the disclosing party’s Confidential Information except as necessary under the MSA and shall not disclose Confidential Information to any third party except its directors, officers, employees, agents, contractor and representatives on a need-to-know basis who have agreed to protect such Confidential Information under substantially the same kinds of terms and conditions. A receiving party shall hold and treat the disclosing party’s Confidential Information in confidence and will protect such Confidential Information with the same degree of care as the receiving party uses to protect its own Confidential Information (but in any event, no less than a reasonable degree of care).
9.2 Permitted Disclosures. Notwithstanding anything to the contrary, a receiving party may disclose Confidential Information to the extent it may be required by law, applicable regulation or judicial process. If the receiving party is required to disclose such Confidential Information as so permitted, the receiving party shall, to the extent not prohibited by Applicable Laws, notify the disclosing party of such pending disclosure and consult with the disclosing party as to the availability and advisability of seeking a protective order or other means of preserving the confidentiality of the Confidential Information.
9.3 Remedies. The receiving party acknowledges that a breach by it of the confidentiality protections described by this Section would cause irreparable harm to the disclosing party for which the disclosing party could not be adequately compensated by money damages. Accordingly, the receiving party agrees that, in addition to all other remedies available to the disclosing party in an action at law, in the event of any breach or threatened breach by the receiving party of the terms of the confidentiality protections described herein, the disclosing party shall, without the necessity of proving actual damages or posting a bond or other security, be entitled to temporary or permanent injunctive relief, including, but not limited to, specific performance.
10. Representations & Warranties
10.3 ABC Warranties. Subject to Applicable Laws, we represent, warrant and covenant that: (a) the Platform, Services and ABC Technology will not infringe on the Intellectual Property Rights of a third party; and (b) that when Services are used as permitted by the MSA, your use of Services will substantially conform to the Documentation and will perform in all material respects in accordance with the terms of this MSA and each Order Form. In the event you determine that the Services do not meet the foregoing warranty, you will give us prompt written notice of the deficiency, including details sufficient to allow us to investigate and/or replicate the deficiency, and in such event we will use commercially reasonable efforts to remedy the identified deficiency or non-conformity at our cost and expense. If we have failed to address the deficiency or non-conformity within 30 days following your written notice, then either party may terminate the MSA or a particular Order Form (as applicable), and in such case we will refund to you the amount of any prepaid Fees for the period after termination as your sole and exclusive remedy. This warranty does not cover any problem with or damage to the Platform, or your use of Services to the extent caused by: (i) your negligence, abuse and/or misuse of the Services; (ii) modification of the Platform or Services by anyone other than ABC or a member of our Team; (iii) failure to operate the Platform or Services in accordance with the Documentation; or (iv) a Force Majeure Event. The ABC warranty provision described herein will not affect your right to seek credits for a service level failure subject to the terms of a separate Service Level Agreement, as applicable.
11. Waiver of Special Damages
WE WILL NOT BE LIABLE TO YOU FOR ANY SPECIAL DAMAGES REGARDLESS OF THE FORM OF ACTION AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SPECIAL DAMAGES. YOU WAIVE THE RIGHT TO RECOVER SPECIAL DAMAGES FROM US AND OUR AFFILIATES. “SPECIAL DAMAGES” MEANS INDIRECT, SPECIAL, INCIDENTAL, SPECULATIVE, REMOTE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL, TAX OR LATE PAYMENT PENALTIES, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RESULTING FROM YOUR USE OR INTENDED USE OF THE PLATFORM OR SERVICES.
12. Indemnification
12.2 Indemnification by Customer. You agree to defend, indemnify, and hold us, our Affiliates, and each of our/their officers, directors, agents and employees (collectively, “ABC Indemnitees”), harmless from any and all claims, losses, demands, liabilities, damages, settlements, expenses, and costs (including reasonable attorney’s fees and costs) brought by a third party against any of the ABC Indemnitees arising out of or related to: (a) your Customer Data; (b) your violation of the License Restrictions as set forth in Section 2.2 above; (c) your failure to satisfy your Customer Responsibilities as set forth in Section 3 above(d) your use of Third-Party Services; (e) your or your personnel’s acts or omissions in the operation of your business and/or facilities; (f) our acts or omissions taken at your direction, or the director of your franchisor (as appliable); (g) your End User Agreements; (h) our pursuit of an interpleader judgment pursuant to the Merchant Agreement; or (i) any other indemnifiable event provided elsewhere in the MSA.
13. Limitations of Liability
14. Export Compliance & Anti-Corruption
The Services may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you and your beneficial owners are not named on any U.S. government denied-party list. You will not permit your Authorized Users or any other third party to access your Account or use Services subject to a U.S. government embargo or in violation of any U.S. or other applicable export law or regulation. You further represent that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with your purchase or use of the Services (excluding any reasonable gifts and entertainment provided in the ordinary course of business).
15. Non-Excludable Terms (Australia)
If you are a customer operating your business in Australia, nothing in the MSA is intended to exclude, restrict or modify any warranties, guarantees, conditions, and terms that are implied or imposed under the Australian Consumer Law (“ACL”), a schedule of Australia’s Competition and Consumer Act 2010 (Cth) (“CCA”), or any other legislation which may not be excluded, restricted or modified by agreement (“Non-Excludable Terms”). Nothing in this MSA excludes, restricts, or modifies the Non-Excludable Terms otherwise than in accordance with such laws. To the extent that ABC is able to limit the remedy for a breach of the Non-Excludable Terms, then our liability for breach of a Non-Excludable Term is limited exclusively (at our election), to: (a) in the case of supply of goods, our doing any one or more of the following: (i) replacing the goods or supplying equivalent goods; (ii) repairing the goods; (iii) paying the cost of replacing the goods or of acquiring equivalent goods; and (iv) paying the cost of having the goods repaired; or (b) in the case of supply of services, our doing either or both of the following: (i) supplying the services again; and (ii) paying the cost of having the services supplied again by a third party.
16. Notices
Except as otherwise specified in the MSA, all notices related to the MSA will be in writing and will be effective upon (a) personal delivery; (b) the third business day after mailing; or (c) except for notices of termination or an indemnifiable claim, which shall clearly be identifiable as “Legal Notices,” the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated in your Order Form. All other notices to you will be addressed to the primary email or other contact associated with your Account. The address for notice to ABC is: ABC Fitness Solutions, LLC, 2600 North Dallas Pkwy., Ste. 590, Frisco, Texas 75034, Attn: General Counsel. With electronic copy sent to legal@abcfitness.com
17. Electronic Communications
By accessing the Platform and using Services, you agree to receive certain communications from us electronically. Such communications include by way of email, text message, posting notices, delivering notifications through our mobile applications or through other electronic means. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
18. Governing Law & Venue
The parties hereby submit to the exclusive personal jurisdiction of the courts listed in the table below without regard to conflict of law principles. The parties expressly waive any right to object to such action or proceeding on the grounds of venue or on grounds that the action or proceeding has been brought in an inconvenient forum. Neither the Uniform Computer Information Transactions Act nor the United Nations Convention for the International Sale of Goods will apply to the MSA.
| Customer Geography | ABC Platform | Governing Law | Venue |
| United States | All ABC Platforms | Arkansas, USA | Pulaski County, AR |
| Canada | All ABC Platforms (except ABC Trainerize™) | Province of Ontario | Ontario, Canada |
| Canada | ABC Trainerize™ | Province of British Columbia | British Columbia, Canada |
| Europe, Middle East & Africa | All ABC Platforms (except ABC Trainerize™) | Republic of Ireland | Dublin, Ireland |
| Europe, Middle East & Africa | ABC Trainerize™ | England & Wales | London, England |
| Australia & New Zealand | All ABC Platforms | New South Wales, Australia | New South Wales, Australia |
| Central & South America | ABC Evo™ | Arkansas, USA | Pulaski County, Arkansas |
19. Dispute Resolution, Class Action Waiver & Arbitration Agreement
19.1 Dispute Resolution Procedure. If you have any concern or dispute that ABC customer support is unable to resolve (“Dispute”), you agree to first try to resolve the Dispute informally and in good faith by contacting us and providing a written Notice of Dispute to the address provided in Section 16. The Notice of Dispute must provide us with fair notice of your identity, a description of the nature and basis of the Dispute, and the relief you are seeking, including the specific amount of any monetary relief you are seeking, and cannot be combined with a Notice of Dispute for other companies or individuals. If the Dispute is not resolved within 30 days following our receipt of notice, any resulting legal actions must be resolved through either small claims court or final and binding arbitration, including any arguments about whether arbitration is required for the Dispute, subject to the exceptions set forth below. Neither party shall initiate legal action until 30 days after the Notice of Dispute is received. The arbitrator, and not any federal, state, provincial, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of the MSA or formation of the MSA, including whether any Dispute is subject to arbitration and whether all or any part of these Terms of Service are void or voidable. Except for your non-payment of our Fees, Disputes related to the MSA, the Platform or Services are permanently barred if not brought within one (1) year of the event resulting in the Dispute.
19.2 Class Action Waiver. You may only resolve Disputes with us on an individual basis, and you may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Nonetheless, if any portion of this class action waiver is deemed unenforceable or invalid as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.
19.3 Arbitration. In the event we are unable to resolve a Dispute through the Dispute Resolution Procedure referenced above, then you and ABC both agree to submit the Dispute to binding arbitration. If you are a customer based in the U.S. or Canada, then JAMS will administer the arbitration in Dallas, Texas pursuant to its Streamlined Arbitration Rules and Procedures. If you are a customer based in Australia, then arbitration will be administered in Victoria, Australia pursuant to the Australia Resolution Institute Arbitration Rules 2023. If you are a customer based outside of the U.S., Canada, or Australia, then the Dublin International Arbitration Centre (DIAC) will administer the arbitration in Dublin, Ireland under its UNCITRAL Model Law on International Commercial Arbitration (the Irish Arbitration Act 2010). The arbitration will be conducted in the English language. In the event of a conflict between the rules of the arbitration provider and the MSA, including with respect to the assessment of fees and costs associated with the arbitration, the MSA will govern.
19.4 Exceptions to Arbitration and the Dispute Resolution Procedure. Notwithstanding the foregoing, these dispute resolution procedures (including the agreement to arbitrate) shall not apply to Disputes that involve: (a) your non-payment of Fees; (b) indemnity obligations owed under Section 12; (c) either party seeking a provisional remedy related to claims of misappropriation or ownership of Intellectual Property Rights, trade secrets or Confidential Information; (d) equitable or injunctive relief; or (e) claims which may be brought in the small claims court for Pulaski County, Arkansas USA.
19.5 Acceptance of Arbitration and Right to Opt-Out. Within the first 30 days of your use of the Services, you have the right to opt out of the arbitration provision in Section 19.3 (Arbitration) by sending us written notice of your decision at the address set forth in Section 16 or via email at legal@abcfitness.com. If you opt out of the arbitration provision, we will also not be bound by it.
20. General
20.1 Assignment. The MSA will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign the MSA without the advance written consent of the other, except that we may assign the MSA in its entirety without notice or consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of our assets or voting securities to a successor. We may also assign the MSA in its entirety without notice or consent to an Affiliate. Otherwise, each party shall promptly provide notice of any such assignment. Any attempt to transfer or assign the MSA except as expressly authorized herein will be null and void.
20.3 Relationship of the Parties. ABC and you are independent contractors with respect to one another under the MSA. The MSA shall not be deemed to establish any agency, joint venture or partnership relationship. Each party shall be responsible for the payment of all employee compensation, benefits and employment and other taxes pertaining to its employees and business. Neither party shall have the authority to legally bind the other to any contract, proposal or other commitment or to incur any debt or create any liability on behalf of the other.
20.4 Entire Agreement. The MSA constitutes the full and complete understanding and agreement between ABC and you and supersedes all prior negotiations, understandings and agreements pertaining to the subject matter hereof. To the extent there is any inconsistency or conflict between these Terms of Service and an Order Form or any Addenda to the MSA, such Order Form or Addenda shall be deemed to control.
20.5 Remedies. Except as expressly set forth in this MSA, the exercise by either party of any of its remedies will be without prejudice to its other remedies under the MSA, at law or in equity.
20.6 Interpretation. The English version of the MSA will be the version used when interpreting or construing its terms. The headings of sections herein are for convenience only and will not be deemed to affect in any way the scope, intent or meaning of the provisions to which they refer. Wherever the context requires, the singular shall include the plural, the masculine gender shall include the feminine and neuter gender, and “and” shall include “or.” Any ambiguities in the MSA are not to be construed against the drafting party.
20.7 Waiver. No delay or omission or failure to exercise any right or remedy provided for herein will be deemed to be a future waiver thereof and any single or partial exercise of any such right or remedy, power or privilege will not preclude any later exercise thereof.
20.8 Severability. In the event that any provision of the MSA is held to be invalid, illegal or unenforceable under present or future laws, then such provision will be fully severable and the MSA will be construed and enforced as if such invalid, illegal or unenforceable provision were not a part hereof.
20.9 Counterparts. The MSA may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A facsimile or electronic delivery of the signature page hereto shall be deemed an original for all purposes.
21. Contracting Entities for ABC Fitness
The table below explains the ABC entity with whom you are contracting depending on your receipt of Services and the location of your business (the “ABC Contracting Entity”):
| ABC IGNITE™ | |
| ABC Fitness Solutions, LLC | USA |
| 3287646 Nova Scotia Company d.b.a ABC Global Services | Canada |
| ABC GLOFOX™ | |
| Zappy Ltd. t/a Glofox | Worldwide (except USA, United Kingdom, Australia, Mexico & Canada) |
| GymSales Software Pty Ltd | Australia |
| Glofox UK Ltd. | United Kingdom |
| ABC Fitness Solutions, LLC | USA |
| ABC Technologies and Services Mexico S.R.L. | Mexico |
| 3287646 Nova Scotia Company | Canada |
| ABC TRAINERIZE™ | |
| TSR Gym Technik Ltd | Canada |
| ABC Fitness Solutions, LLC | USA |
| Zappy Ltd. t/a Glofox | Ireland |
| GymSales Software Pty Ltd | Australia |
| Glofox UK Ltd. | United Kingdom |
| ABC GYMSALES™ | |
| GymSales Software Pty Ltd. | Worldwide (except USA, Canada & United Kingdom) |
| ABC Fitness Solutions, LLC | USA |
| 3287646 Nova Scotia Company d.b.a ABC Global Services | Canada |
| Glofox UK Ltd. | United Kingdom |
| ABC EVO™ | |
| Evo W12 Inovações Tecnológicas Ltda. | Latin America |
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