Terms of Service

Effective: October 1, 2026

This Master Subscription Agreement is entered into between the legal entity executing an Order Form (“Customer,” “you,” or “your”) and the specific ABC Fitness contracting entity (or entities, depending on the Services being received) identified in Section 20 below (“ABC,” “we,” “us” or “our”).

Unless otherwise expressly agreed to in writing by us, the Agreement applies to all business locations, clubs, studios, facilities, and operations owned, operated, franchised, managed, or controlled by you or your Affiliates during the Term, including any locations acquired, opened, launched, or brought into operation after the Effective Date. You will ensure that all such locations comply with the terms and conditions of this Agreement, and you will remain fully responsible for all acts and omissions relating to the Services at such location(s).

1. Definitions

These definitions will help you better understand the Agreement. Bolded terms not defined below shall have the meanings set forth elsewhere in the Agreement.

“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 software in object 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. ABC Technology does not include the Hardware.

“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 a club or studio location or locations.

“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 Agreement, 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 De-Identified Data” means any data, analytics, statistics, metrics, insights, or other information derived from: (a) Customer Data; or (b) Customer’s, Authorized Users’, or End Users’ access to or use of the Platform or Services, including usage patterns, operational data, performance metrics, and trends relating to Platform or Account access and use, in each case that has been aggregated and deidentified (which may include pseudonymization as an additional technical safeguard) such that it does not reasonably identify, and cannot reasonably be used to identify, Customer, any Authorized User, any End User, or any natural person. Aggregated De-Identified Data does not constitute Customer Data or Personal Data and 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.), the Fair Debt Collection Practices Act (in the U.S.) and analogous state, provincial, and foreign debt collection laws, the Children’s Online Privacy Protection Act (“COPPA”) (in the U.S.), provisions relating to the National Do Not Call Registry (in the U.S.), the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA”) (in the U.S.), other applicable U.S. state privacy and data protection laws, the General Data Protection Regulation (“GDPR”) (in the EU), the Digital Services Act (“DSA”) (in the EU), the ePrivacy Directive (2002/58/EC) (in the EU), the UK General Data Protection Regulation and the Data Protection Act 2018 (in the United Kingdom), the Personal Information Protection and Electronic Documents Act (“PIPEDA”) (in Canada), 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 Payment Card Industry Data Security Standard (“PCI-DSS”) (to the extent applicable), the applicable rules and requirements of payment card networks (“Card Network Rules”), the applicable rules, requirements, codes of conduct, and guidelines of telecommunications and wireless carriers and messaging aggregators (including CTIA messaging principles and best practices and carrier SMS/messaging requirements), 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, content, materials, and Personal Data submitted to, uploaded to, or collected through the Platform by or on behalf of Customer, its Authorized Users, or End Users in connection with the Services and associated with 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 Agreement 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 Agreement, 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 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 Subscription 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, 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 Agreement, 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^™ and ABC Glofox^™ – 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.

“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.

“Prohibited Sensitive Personal Information” means any Sensitive Personal Information that Customer is not authorized to upload to, store within, process through, or otherwise make available to the Platform or Services. Prohibited Sensitive Personal Information includes: (a) protected health information subject to HIPAA, unless the parties have entered into a separate written agreement expressly permitting such processing; (b) biometric data or biometric templates used for unique identification purposes, unless expressly approved by ABC in writing; (c) payment card data subject to PCI-DSS, except through ABC-approved payment processing functionality; (d) Social Security numbers, passport numbers, driver’s license numbers, or other government-issued identification numbers, except where expressly required by the Services; and (e) any other Sensitive Personal Information, as may be reasonably communicated by ABC, that would impose material additional legal, regulatory, security, or compliance obligations on ABC beyond those expressly contemplated under this Agreement.

“Sensitive Personal Information” means any Personal Data that is subject to heightened protection requirements under Applicable Laws (including GDPR and CCPA) due to its sensitive nature, including: (a) information revealing racial or ethnic origin, religious or philosophical beliefs, political opinions, trade union membership, citizenship or immigration status, or sexual orientation or sex life; (b) health, medical, fitness, biometric, genetic, or disability-related information; (c) precise geolocation data; (d) government-issued identification numbers, including Social Security numbers, driver’s license numbers, passport numbers, or similar identifiers; (e) financial account, payment card, debit card, or credit card information in combination with any required security or access code, password, or credentials permitting access to such account; (f) criminal history information; (g) Personal Data of children under the age of sixteen (16), or such other age as may be specified under Applicable Laws; and (h) any other information defined as “sensitive personal information,” “special categories of personal data,” or similar protected data under Applicable Laws.

“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, 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 Agreement, during the Term, and subject to your payment of all Fees, we grant you a non-exclusive, limited, revocable, non-transferable, and non-sublicensable license to allow you, your Authorized Users, and your End Users to access the Platform through your Account and use the Services solely for your legitimate business purposes, and only as permitted by the applicable Order Form. This license is not a sale and does not transfer any ownership rights in the Platform, Services, ABC Technology, or related intellectual property. We and our Affiliates retain all rights not expressly granted. We may establish and modify reasonable usage limits, rate limits, quotas, technical restrictions, or other controls applicable to the Platform or Services, including APIs, integrations, messaging, storage, data processing, and automated activity, where reasonably necessary to protect the security, integrity, availability, performance, or lawful operation of the Platform or Services, prevent abusive or excessive use, comply with third-party requirements, or protect other customers or users. We may throttle, restrict, or suspend affected use where such limits or controls are exceeded or circumvented.

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 Authorized Users or End Users; (b) violate, or use the Services to violate, any Applicable Law; (c) store or transmit content that infringes third-party intellectual property rights; (d) use the Services for competitive intelligence or benchmarking; (e) sell, sublicense, lease, distribute, provide access to, or otherwise make the Services available to any third party, including through a service bureau or outsourced offering; (f) imply sponsorship, endorsement, or affiliation with ABC or its Affiliates; (g) reverse engineer, decompile, disassemble, reproduce, copy, or attempt to discover source code or underlying technology; (h) bypass or attempt to bypass security features, or transmit malware or other harmful code; (i) transmit content that is unlawful, harassing, defamatory, obscene, or harmful; or (j) use the Payment Services, SMS payment links, or any messaging features to send collection, dunning, or payment-related communications in a manner that is unlawful, harassing, abusive, or that violates any applicable debt collection, consumer protection, telemarketing, or messaging laws or requirements, including those governing the content, timing, or frequency of such communications. ABC may immediately suspend or terminate access to the Platform or Services if it reasonably believes these restrictions are being violated.

2.3 Trials, Evaluations & Beta Licenses. Unless stated otherwise in an Order Form, trial, beta, pre-release, or evaluation offerings (“Beta Offerings”) may be provided at no charge and for a limited time. Beta Offerings are provided solely for testing and evaluation, may be discontinued at any time, and may never be released for general availability. If no term is specified, the Beta Offering will end on the earlier of (a) twelve (12) months from availability or (b) general release of that version. Beta Offerings are provided “as is” and at your own risk, without warranties of any kind, to the fullest extent permitted by law.

2.4 Customer Support. Standard customer support is included in the Fees and described during implementation or on our websites. Standard support excludes custom development, advanced configurations, data customization, consulting, IT support for customer systems, hardware issues, custom reports, on-site or supplemental training, and support related to Beta Offerings. We may treat any such request as Professional Services.

2.5 Professional Services. Unless specifically included in your Order Form, Professional Services will require and be subject to a separate agreement. We consider an engagement for Professional Services to be separate from the Services provided to you under the Agreement, and subject to different terms with the limited exception that we may consider the fees and charges for Professional Services to be part of the Fees that you owe under the Agreement. We will consider each request for Professional Services on a case-by-case basis and expressly reserve the right to decline any request for Professional Services.

2.6 No Advice; No Medical Device; No PHI. Any recommendations or guidance provided by ABC personnel are informational only and do not constitute legal, tax, accounting, medical, health, clinical, or other professional advice. The Platform and Services are general business and club management tools and are not designed, intended, or authorized to be used as a medical device, or to diagnose, treat, cure, prevent, or monitor any disease or health condition, or to otherwise provide medical, health, clinical, or other professional advice, and you will not use them for any such purpose. The Platform and Services are not intended for, and you will not use them to collect, process, store, upload, transmit, or otherwise make available, protected health information subject to HIPAA, and ABC is not acting as a ‘business associate’ (as defined under HIPAA) in providing the Platform or Services, in each case unless the parties have entered into a separate written agreement expressly permitting such processing. You are solely responsible for ensuring that your use of the Platform and Services complies with all Applicable Laws, and you should independently consult qualified professional advisors before relying on any output, recommendation, or functionality.

2.7 Payment Services. Your use of Payment Services is subject to the payment terms applicable to the relevant product, provider, and payment services arrangement, as follows:

(a) ABC IGNITE. For ABC IGNITE customers, Payment Services are governed by the Merchant Agreement, which is incorporated into this Agreement by reference.

(b) Legacy Third-Party Payment Arrangements. If, as of the Effective Date, an ABC IGNITE customer is a party to an existing payment services agreement with a third-party payment services provider, including, for example, RePay or FirstData (a “Legacy Payment Services Agreement”), then that Legacy Payment Services Agreement will govern the applicable Payment Services until it is terminated, expires, or is replaced by a separate payment services agreement directly between the ABC IGNITE customer and ABC. To the extent of any conflict concerning those Payment Services, the Legacy Payment Services Agreement will control over this Agreement and the Merchant Agreement.

(c) Transition to ABC Payment Services. If, during the Term, an ABC IGNITE customer subject to a Legacy Payment Services Agreement enters into a separate payment services agreement directly with ABC, then, beginning on the effective date of that payment services agreement, ABC will become the ABC IGNITE customer’s provider for Payment Services and will replace the prior third-party provider in that role.

(d) ABC Glofox. For ABC Glofox customers, Payment Services are governed by the applicable agreement between the ABC Glofox customer and the relevant third-party payment services provider, including, for example, Stripe, Ezypay, Amazon Payments, Ezidebit, or Replify. Customer authorizes ABC to conduct activities and provide instructions relating to Customer’s connected payment account as necessary to provide the Glofox services and as permitted under the applicable third-party payment provider agreements. If Customer receives Payment Services through ABC Glofox, Customer will comply with all applicable terms, rules, and requirements of the applicable third-party payment provider, payment methods, payment networks, acquiring banks, and other financial-services providers. Customer authorizes ABC, its Affiliates, and the applicable payment providers and financial-services providers to investigate, verify, underwrite, and monitor Customer’s identity, ownership, creditworthiness, financial condition, business operations, compliance status, transaction activity, and risk profile, and to obtain and share information reasonably necessary for those purposes. Customer is responsible for all chargebacks, disputes, refunds, returns, reversals, negative balances, fines, penalties, assessments, fees, costs, expenses, and other amounts arising from or relating to such Payment Services. ABC may recover those amounts using its rights under Sections 4.4 and 4.8 and may establish, fund, maintain, modify, and apply a reserve to secure Customer’s actual or potential payment-related obligations. ABC may suspend, restrict, or terminate Glofox Payment Services if required or requested by an applicable payment provider or financial-services provider or if ABC reasonably determines that Customer’s use presents legal, compliance, fraud, financial, security, or operational risk.

(e) Stripe. If Stripe, Inc. is your applicable provider for Payment Services, then your use of the Payment Services is subject to the applicable Stripe terms and agreements, including the Stripe Connected Account Agreement, the Stripe Services Agreement, and any related terms or instruments provided or made available by ABC or Stripe (collectively, the “Stripe Agreement”), available here.

2.8 Additional Service-Specific Terms. Certain Services and ABC features and functionalities may be subject to additional terms and conditions.

(a) ABC IGNITE Engagement. If you purchase or use the ABC IGNITE Engagement Services, then the ABC IGNITE Engagement Addendum, as updated from time to time, will apply to your use of such Services and is hereby incorporated into and made part of the Agreement by reference.

(b) ABC AI Agents. If you purchase or use the ABC AI Agents Services, then the ABC AI Agents Addendum, as updated from time to time, will apply to your use of such Services and is hereby incorporated into and made part of the Agreement by reference.

2.9 Implementation. Implementation (sometimes referred to as ‘onboarding’) means deploying and configuring the Services for use at your business location(s). Implementation may be performed by us or an authorized ABC Partner during the applicable Implementation Period. Successful implementation requires cooperation from all parties, including timely and accurate responses to reasonable information requests and completion of assigned responsibilities. You should designate a primary point of contact for implementation activities. Because implementation depends on factors outside of our control (including third-party systems and customer responsiveness), all timelines, including any projected “Go Live Date,” are estimates only. We will use commercially reasonable efforts to communicate expected timelines, but failure to meet a target date will not constitute a material breach or entitle you to a refund. The actual Go Live Date will be the date the Services are made available for access and use, as determined by us. We are not responsible for delays or errors caused by you, your personnel, your agents, or third parties. If implementation is delayed through no fault of ours, we may begin charging Fees as of the projected Go Live Date or such other billing commencement date stated in the applicable Order Form. We may charge a separate implementation fee as set forth in the Order Form. Unless otherwise stated, implementation fees are due in advance, must be paid in full before work begins, and are non-refundable.

2.10 Third-Party Applications. You may access or use Third-Party Applications with the Platform only where we have approved, enabled, or otherwise made available the applicable integration, plug-in, extension, or connection. You acknowledge that Third-Party Applications may access, process, transmit, store, or otherwise use your Account information and Customer Data as necessary to provide the applicable integration or functionality. Third-Party Applications are not Services under this Agreement and are provided by third parties, not by us or our Affiliates. We do not control, endorse, monitor, support, maintain, or warrant any Third-Party Application, and we disclaim all liability arising from or relating to Third-Party Applications, including their availability, security, performance, functionality, data practices, or acts or omissions. Your use of Third-Party Applications is at your sole risk.

2.11 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 are ultimately responsible for ensuring the accuracy, completeness, and legality of any content, results, recommendations, or use of AI Features by you, including the obligation to ensure appropriate notices, watermarks, or other information is provided when appropriate under Applicable Laws. 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, you are responsible for: (a) keeping all Account information accurate and up to date; (b) assigning and managing access permissions for Administrators and Authorized Users; and (c) safeguarding the confidentiality and security of all Account credentials. All activity conducted under your Account will be deemed authorized by you. You must promptly notify us of any actual or suspected loss, misuse, or unauthorized disclosure of Account credentials. You acknowledge and understand that we may make changes to the Platform if needed to address any security concerns, e.g., multi-factor authentication or setting password complexity requirements, and failure to adhere or comport with any changes could result in an inability to access the Platform.

3.2 Promotional Marketing. Although the Platform includes features designed to encourage lawful use, you are solely responsible for complying with all Applicable Laws including those governing promotional marketing, including communications by phone or automated dialer, email, push notifications (in-app), and text (SMS). By using the Services to send promotional communications, you represent and agree that you have obtained all required consents, will honor all requests relating to the same, have had the opportunity to consult legal counsel regarding applicable requirements, and acknowledge that we and our Affiliates are not responsible or liable for your marketing activities or related legal exposure.

3.3 Consent Obligations. The Platform may offer tools to help capture recipient consent, but you remain solely responsible for providing required notices and obtaining, maintaining, and documenting all legally required consents under Applicable Laws. Portions of the Services may be delivered through third-party telecommunications providers, which may restrict or suspend messaging if they believe consent requirements are not met. You may be required to provide proof of compliance as a condition to your continued use of such services. Without limiting the foregoing, if you use SMS payment links or any other messaging, billing, or payment-collection features of the Services to communicate with End Users regarding amounts owed, you are solely responsible for ensuring that all such communications comply with Applicable Laws, including all applicable debt collection, consumer protection, telemarketing, and messaging laws and regulations (including, as applicable, the Fair Debt Collection Practices Act and analogous state, provincial, and foreign laws), and with all applicable requirements governing the content, timing, and frequency of such communications. You are solely responsible for determining and controlling the number, cadence, and recipients of such communications, and ABC and its Affiliates are not responsible or liable for your collection or payment-related communications or any related legal exposure.

3.4 End User Agreements; Your Agreements and Terms. You are solely responsible for the content, legality, and compliance of all your agreements with End Users, including membership and training agreements (“End User Agreements”), and all other agreements and terms related to your business (“Customer Agreements”). ABC and its Affiliates disclaim all liability relating to End User Agreements and Customer Agreements, even if we provide templates or assist with drafting or uploading such agreements. We have no obligation to review End User Agreements for legal compliance or to monitor changes in Applicable Laws. Any templates are provided for convenience only, and you are responsible for consulting your own legal advisors.

3.5 Privacy Obligations. You are responsible for complying with all Applicable Laws that apply to your collection and use of Personal Data in connection with your business and use of the Services, including any obligations regarding accountability, transparency, and responding to data subject rights. You will cooperate with us in connection with any data subject rights requests we receive related to your Customer Data, and you acknowledge that data subject rights requests will be handled in accordance with the DPA. You understand that you must prepare and publicly post a privacy policy/notice and share the same with individuals before (or as close in time as possible to) collecting their personal information. Your privacy policy must accurately describe how Personal Data is collected, processed, and shared, including any cross-border transfers that may occur through the Services. You also understand that many third-party platforms, such as Google Play Store, require a privacy policy for white-labeled applications and agree that you will provide us with a compliant privacy policy to use for this purpose. Failure to provide a compliant privacy policy may result in an inability to host an application on certain platforms. Under no circumstances are you permitted to use ABC’s privacy policy in place of your own. You acknowledge that we do not control the content of your privacy policy and do not provide legal advice regarding its compliance or sufficiency.

3.6 Hardware. Unless otherwise agreed in writing, you are solely responsible for procuring, maintaining, and paying for all equipment and Hardware required to access the Platform and use the Services, including internet connectivity, payment terminals, devices, peripherals, and related configurations.

3.7 Customer Data. You are solely responsible for the accuracy, completeness, and management of all Customer Data associated with your Account. Although we will have no general obligation to monitor your Customer Data, if we become aware of Customer Data that violates Applicable Laws or, in our sole determination, could create potential liability, we may notify you and request removal of such Customer Data. If you fail to remove the applicable Customer Data within a reasonable time, or if immediate action is legally required, then we may remove or restrict access to the Customer Data and take any other action reasonably necessary to comply with Applicable Laws.

3.8 No Data Archiving. We do not provide data hosting or archival services and have no obligation to retain Customer Data after the Agreement ends, except as expressly provided in Section 7.6 or required by Applicable Laws. Except where otherwise required by Applicable Laws, consistent with our role as Processor or Service Provider, we will begin purging Customer Data from the Platform after the Agreement 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 service provider. If you are an active Customer, please note that during the Term of the Agreement and subject to your instructions, we will only hold Customer Data of or concerning an “inactive” End User for up to six (6) years after the End User’s last activity or when they were marked as inactive on your Account, whichever is sooner. 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 six (6) years of continuous inactivity.

3.9 Legal Compliance; Security. You are responsible for ensuring that your use of the Services, including use by your Authorized Users and End Users, complies with Applicable Laws. You will maintain reasonable policies and procedures to prevent unlawful, infringing, harmful, or otherwise prohibited Customer Data and will promptly remove any Customer Data from the Platform that violates Applicable Laws or this Agreement. You are also responsible for the security of your business, internal systems, Hardware, and any other systems that connect to or interact with the Services. We maintain a global privacy and security program designed to protect the Services and Platform, as described in this MSA. However, you are responsible for adequately protecting your own systems against malicious attacks and fraudulent activity, including unauthorized payment, SMS, or other communications activity. You are liable for any fees, losses, or costs incurred as a result of malicious or fraudulent activity affecting your systems, including unauthorized payment or messaging activity.

3.10 Account Authority; Disputed Instructions. To change an authorized representative, account owner, control person, payment method, bank account, settlement instruction, or other account information, you must provide notice and evidence satisfactory to us of the applicable person’s identity and authority. If we cannot reasonably determine the authority of any person, the validity of any instruction, or the person entitled to receive funds, information, or access relating to your account or the Services, we may refuse to act, restrict access, suspend or condition Services, withhold funds, or commence an interpleader or similar action. If we commence such an action, we will be released from liability to the fullest extent permitted by Applicable Law, and you will reimburse, indemnify, defend, and hold us harmless from all related claims, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees.

4. Payment Terms

4.1 Payments. You agree to pay all Fees set forth in the Agreement and any applicable Order Form. Unless otherwise agreed (including authorized ACH/EFT debits or credit card billing), invoices are due 30 days from the invoice date. Unless otherwise noted on your invoice or in the Order Form, all Fees are non-refundable and payable in U.S. dollars. Any unpaid Fees as of termination or expiration will become immediately due and payable.

4.2 Late Payment. We may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law, beginning 15 days after the due date. If any amount remains unpaid for more than 30 days, we may suspend your access to the Platform or Services until payment is received in full.

4.3 Payment Disputes. We will not exercise our late payment or termination rights if you dispute an invoice in good faith, in writing, and cooperate in resolving the dispute. If the dispute is not resolved within 30 days, we may pursue all available remedies under the Agreement or Applicable Law. You must continue to pay all undisputed amounts. Disputes must be submitted within 90 days of the invoice date or are deemed waived. If you fail to properly dispute an invoice, you are responsible for our reasonable collection costs, including attorneys’ fees and court costs.

4.4 Pre-Authorized Payment. If you receive Payment Services, you authorize us to: (a) deduct Fees and other amounts owed from funds collected from End Users on your behalf; (b) debit your designated bank account; or (c) charge your credit card on file. You must keep payment information current. To prevent service interruptions, you authorize us to use account-updating services offered by payment networks and to continue billing using updated payment details.

4.5 Fee Increase. Unless otherwise specified in an applicable Order Form, we may increase Fees for the Services upon at least thirty (30) days’ prior written notice to you, including by email.

4.6 Fee Increases for Canadian Entities. If you are a Canadian entity, we will provide any notice of Fee increases, new fees related to Payment Services, or other changes required under the FCAC Merchant Code of Conduct for the Payment Card Industry in Canada (“FCAC Merchant Code of Conduct”) within the notice period required by applicable law or the FCAC Merchant Code of Conduct, currently between 30 and 60 calendar days before the effective date of the applicable change. If you are a Canadian entity, in the event of such Fee increase, new fee, or reduction in an applicable interchange rate that is not passed through to you, you may terminate the affected Payment Services for convenience and without penalty, to the extent permitted under the FCAC Merchant Code of Conduct, by providing us written notice within the notice period specified by the FCAC Merchant Code of Conduct (currently within seventy (70) days after the effective date of the applicable change).

4.7 Taxes. Fees are exclusive of all applicable taxes, duties, levies, and similar governmental charges, all of which are your responsibility, except for taxes based on our net income. We may comply with any valid tax lien, levy, or similar legal process relating to your Account. You are solely responsible for properly setting, collecting, reporting, and remitting any sales, use, or similar taxes applicable to products or services sold at your business location(s), and we will have no liability arising from your failure to do so. If we or any of our Affiliates pay taxes, penalties or interest on your behalf, or in connection with your Account, you agree to reimburse us for all such amounts within thirty (30) days after notice.

4.8 Offset Rights. We may offset any amounts we owe to you under this Agreement (including refunds or credits) against any amounts you or any of your Affiliates owe to us or any of our Affiliates under this Agreement or any other contract. This offset right is in addition to (and not in lieu of) all other rights and remedies available to us under the Agreement or Applicable Law. We may exercise our offset rights automatically and without prior notice, including by applying funds or balances held or controlled by us or our Affiliates. You also authorize us and our Affiliates to debit any bank account or charge any credit card on file to collect amounts owed. If the amounts owed are not fully satisfied through these offsets or charges, any remaining balance will be immediately due and payable and must be paid within 24 hours after our notice and request for payment.

5. Privacy, Security & Data Processing

5.1 Privacy & Security. We maintain a global privacy and security program designed to protect the Services and the Platform, including your Customer Data and any associated Personal Data processed on your behalf. We will implement appropriate technical and organizational safeguards designed to protect Customer Data against unauthorized access, loss, or disclosure, consistent with the risk profile of the processing activities. To the extent Personal Data is transferred across national borders in connection with the Services, such transfers will be made in compliance with Applicable Laws and subject to appropriate safeguards as described in the DPA, which may include Standard Contractual Clauses, adequacy decisions, or other lawful transfer mechanisms. Additional details regarding our privacy and security practices are set forth in the Privacy Policy and the Data Processing Addendum (“DPA”). In the event of any conflict between this Agreement and the DPA with respect to privacy or data security, the DPA will control.

5.2 Notification of Security Incident. If we become aware of a security incident involving your Personal Data, we will notify you in accordance with the DPA or Applicable Law. To the extent permitted, such notice will include information reasonably necessary for you to assess the impact of the incident and any applicable legal or regulatory obligations. Our notification or cooperation in responding to a security incident does not constitute an admission of fault or liability.

5.3 Aggregated De-Identified Data. We may create, use, disclose, share, commercialize, and publish Aggregated De-Identified Data during and after the Term for any lawful business purpose, including operating, improving, and supporting the Platform, developing new services, generating industry benchmarks, producing reports, guidance, or recommendations, and training, testing, validating, improving, and developing algorithms, machine learning models, artificial intelligence systems, analytics products, and related technologies; provided that we will (a) not attempt to re-identify any Aggregated De-Identified Data, (b) implement reasonable technical safeguards designed to prevent re-identification, and (c) contractually prohibit any third-party recipients from attempting to re-identify such data. Aggregated De-Identified Data will not identify you, your Authorized Users, or End Users, and its creation and use in accordance with this Section will not breach our confidentiality obligations. For the avoidance of doubt, the creation, use, and disclosure of Aggregated De-Identified Data as described in this Section does not constitute a “sale” or “sharing” of personal information under Applicable Laws.

5.4 Data Processing. To the extent we process Personal Data included in Customer Data on your behalf, we do so as a processor (or service provider, as applicable under Applicable Laws), and that processing is governed by the DPA. This does not apply to Personal Data we process as an independent controller in our capacity as a payment facilitator, such as when required by applicable card network rules, PCI-DSS standards, or other legal obligations that independently apply to us as a payment facilitator.

6. Changes

6.1 Changes to these Terms of Service. We may modify these Terms of Service, or the Payment Service Terms, to reflect changes in policies, practices, or industry requirements. “Minor Changes” – those that do not reduce your legal rights – may be posted to the Platform or Websites without prior notice. “Material Changes” – those that reduce your legal rights – will be communicated by written notice at least 20 days before taking effect (or a reasonable period given the change). Notice may be provided through the Platform or by email to your primary Account contact. If you do not object in writing within the notice period, your continued use of the Services constitutes acceptance. If you properly and timely object, the prior version will continue to apply through the remainder of the then-current Term, and the Material Change will take effect upon renewal.

6.2 Fee Changes. We may change Fees at any time. Any fee increase during your then-current Term will be treated as a Material Change and subject to Section 6.1. Pass-through fees or adjustments reflecting increased third-party payment provider costs are not Material Changes and may take effect immediately.

6.3 Changes Required by Law. We may make changes to the Agreement, our procedures, or the Platform that we reasonably determine (after consulting with legal counsel) are required by Applicable Law. We will use commercially reasonable efforts to provide notice, but failure to do so will not be a material breach.

6.4 Other Changes. Except as expressly permitted in this Section 6, any modification to the Agreement must be in writing and signed by authorized representatives of both 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 may, from time to time, modify, update, upgrade, or enhance the Platform or ABC Technology to improve performance, security, usability, or functionality (collectively, “Enhancements”). Unless we expressly state otherwise in writing, your access to and use of Enhancements will be included in the Fees you pay for the Services and will not result in additional charges. Enhancements may change how certain features operate or are accessed and may require you to adopt updated workflows or configurations. Enhancements do not include the release of new or separate products or services, or new premium features, all of which we may offer for an additional fee in our sole discretion. YOU ACKNOWLEDGE THAT THE SERVICES ARE PROVIDED ON AN EVOLVING BASIS AND THAT YOUR DECISION TO PURCHASE OR USE THE SERVICES IS NOT BASED ON THE FUTURE DELIVERY OR AVAILABILITY OF ANY PARTICULAR FUNCTIONALITY, FEATURE, ENHANCEMENT, OR PRODUCT UPDATE, OR ON ANY PUBLIC OR PRIVATE STATEMENTS REGARDING FUTURE PRODUCT PLANS OR ROADMAP ITEMS.

7. Term, Termination & Suspension

7.1 Term. The Agreement begins on the Effective Date and continues until terminated in accordance with its terms. The Term (including any Implementation Period, the Initial Term, and any Renewal Term) is set forth in the applicable Order Form. Unless otherwise stated in the applicable Order Form, the Initial Term begins on the Go-Live Date for the applicable Services, provided that the applicable Order Form may specific a different commencement date or billing trigger, including a first bill date, first payment date, or other date applicable to a particular Service, customer segment, or order process. If the applicable Order Form does not specify a Go-Live Date or other commencement date, or lists such date as “TBD,” the Initial Term begins on the date the applicable Services first become available for use in production. For clarity, the Agreement is effective during any Implementation Period, but the Initial Term does not begin until the Go-Live Date or other applicable commencement date or billing trigger specified in the applicable Order Form; or, if no Go-Live Date or other commencement date is specified, the date the applicable Services first become available for use in production. If no Renewal Term is listed, each Renewal Term will equal the Initial Term or 12 months, whichever is shorter. You may not terminate for convenience during the Term. Unless either party gives written notice of non-renewal at least 30 days before the end of the Initial Term or any Renewal Term, the Agreement will automatically renew for successive Renewal Terms. We may increase Fees to then-current market rates at the start of any Renewal Term unless otherwise stated in the Agreement or Order Form.

7.2 Termination for Cause. Either party may terminate the Agreement by written notice if the other party (a) materially breaches the Agreement and fails to cure within 30 days after notice, or (b) becomes subject to bankruptcy, insolvency, receivership, liquidation, or assignment for the benefit of creditors. In addition, we may terminate the Agreement immediately and without penalty if, after the Effective Date, providing the Platform or Services becomes prohibited, impractical, or unfeasible due to Applicable Law or regulatory requirements.

7.3 Suspension. We may suspend access to the Platform or Services if: (a) undisputed Fees are past due; (b) you or your Authorized Users are violating, or reasonably suspected of violating, the license restrictions; (c) you are in material breach of the Agreement; (d) suspension is reasonably necessary to protect the security, integrity, or availability of the Platform or other customers’ data; or (e) required by Applicable Laws or court order. We will use reasonable efforts to provide advance notice where practicable, limit the scope of any suspension where commercially feasible, and restore access promptly once the issue is resolved. Suspension does not relieve you of your obligations under the Agreement.

7.4 Effect of Termination. Upon expiration or termination of the Agreement for any reason: (a) you must immediately stop using the Services and accessing the Platform; (b) all licenses granted under the Agreement will end; (c) we may delete your Account and Customer Data, subject to Sections 7.5 and 7.6; and (d) neither we nor our Affiliates will be liable for these actions. If we terminate for cause, or if you terminate before the end of the Term (other than for cause), you must pay all Fees due through the end of the then-current Term. If termination occurs before the end of the Initial Term (other than your termination for cause), you must also repay: (i) any rebates or credits provided by us; and (ii) any remaining balance of a buyout fee or other amount that we advanced to you to buy out your existing agreement with the service provider that we replaced (with such remaining balance to be determined by dividing the original amount by the 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. Following termination or expiration, and subject to payment of all outstanding Fees and a one-time, per-location data export fee, we will make your Customer Data available for export for 30 days (the “Retrieval Period”). We will make Customer Data available in a standard, usable format. The Retrieval Period may be extended by mutual agreement. After successful export and removal from the Platform, we will have no responsibility for safeguarding the data.

7.6 Data Retention. Following the Retrieval Period, we may retain Customer Data in accordance with our internal retention policies only for the following purposes: (a) where we have independent legal or regulatory obligations to retain such data; (b) where retention is necessary for the resolution of pending disputes or enforcement of the Agreement; (c) where retention is required to comply with Applicable Laws, including tax, accounting, or anti-money laundering requirements; or (d) as otherwise expressly permitted by the DPA. We will use commercially reasonable measures to protect any retained Customer Data, and we will delete or anonymize such data once the applicable retention purpose has been fulfilled. Once Customer Data is deleted, it cannot be recovered.

7.7 Survival. The terms of this Section 7 and the following provisions of the Agreement will survive the expiration or termination of this Agreement: 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), 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 De-Identified 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, sublicense, index, store, and display Customer Data as reasonably necessary to: (a) perform our obligations under the Agreement (including operating, supporting, improving, customizing, and providing the Platform and Services); (b) enforce our rights under the Agreement; or (c) comply with or as authorized by Applicable Laws. You also authorize us to use Customer Data to develop, improve, and customize the Platform or Services, including to create, derive, and use Aggregated De-Identified Data, and agree that such use is compatible with the original purpose of processing.

8.4 Feedback. You may choose to provide feedback, suggestions, or ideas regarding the Platform or Services (“Feedback”). Any Feedback you provide is voluntary, non-confidential, and unrestricted, and we and our Affiliates may use it for any purpose without obligation, attribution, or compensation to you.

8.5 Use of Name and Logo. You grant us the right to use your name, trade names, trademarks, and logos in marketing, sales, and public-relations materials solely to identify you as an ABC customer. You may revoke this permission at any time by providing reasonable advance written notice. Except as expressly stated above, neither party may use the other party’s names, trademarks, or logos without prior written consent.

9. Confidentiality

9.1 Use and Nondisclosure. A receiving party shall not use the disclosing party’s Confidential Information except as necessary under the Agreement and shall not disclose Confidential Information to any third party except its directors, officers, employees, agents, contractors 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

10.1 General. Each party represents and warrants that: (a) it is an entity that is duly organized and validly existing under the laws of the jurisdiction in which it is established; (b) it has full power and authority, and has obtained all required approvals, permissions and consents necessary, to enter into the Agreement and to perform its obligations hereunder; (c) the Agreement is legally binding upon it and enforceable according to its terms; and (d) the individual signing the Agreement has the requisite legal authority to be able to do so and bind the Customer.

10.2 Customer Warranties. You represent, warrant, and covenant that: (a) you will not collect, process, store, upload, transmit, or otherwise make available any Prohibited Sensitive Personal Information through the Services; (b) any Sensitive Personal Information processed in connection with the Services will be collected, processed, disclosed, transferred, and used in compliance with all Applicable Laws; (c) you have all rights, licenses, consents, and permissions necessary to use Customer Data and permit our processing of such Customer Data under the Agreement; (d) Customer Data does not infringe, misappropriate, or otherwise violate the rights of any third party; (e) Customer Data will not be used for any illegal, harmful, defamatory, discriminatory, or otherwise unlawful purpose; (f) to your knowledge, Customer Data does not contain any malware, viruses, or other harmful code; and (g) to the extent Customer Data includes Personal Data of children under the age of sixteen (16), or such other age specified under Applicable Laws, you have obtained all required parental or guardian consents and otherwise complied with all Applicable Laws governing the collection and processing of children’s Personal Data.

10.3 ABC Warranties. Subject to Applicable Laws, we warrant that: (a) the Platform, Services, and ABC Technology do not infringe third-party intellectual property rights; and (b) when used as permitted, the Services will materially conform to the Documentation and applicable Order Forms. If the Services fail to meet this warranty, you must promptly notify us in writing with sufficient detail to allow investigation. We will use commercially reasonable efforts to correct the issue. If we do not remedy the issue within 30 days, either party may terminate the affected Order Form or the Agreement, and we will refund any prepaid Fees for the unused period as your sole and exclusive remedy. This warranty does not apply to issues caused by: (i) your misuse or negligence; (ii) unauthorized modifications; (iii) failure to follow Documentation; or (iv) a Force Majeure Event. This Section does not limit any service-credit rights under a separate Service Level Agreement, if applicable.

10.4 WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.3 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, SERVICES, AND ABC TECHNOLOGY ARE PROVIDED “AS IS”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY RELATED TO THIRD-PARTY APPLICATIONS, HARDWARE OR CONFIGURATIONS, AND AI FEATURES.

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

12.1 Indemnification by ABC. We agree to defend, indemnify, and hold you 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 you alleging your use of the Services, as permitted by the Agreement, infringes or misappropriates any Intellectual Property Right of such third party. We will not have any indemnity obligation under this Section for alleged infringement or misappropriation that arises from or is based on: (a) any use of the Services in combination with other products or services, if such infringement or misappropriation would not have arisen but for such combination; (b) your use of the Services for purposes not intended, permitted, or outside of the scope of the rights granted to you under the Agreement; (c) any modification of the Platform or Services not made or authorized in writing by us; (d) your Customer Data; or (e) Third-Party Applications. If you are enjoined or otherwise prohibited from using the Services or a portion thereof based on an allegation that the Services violate any third party Intellectual Property Right, or if we reasonably determine that such prohibition is likely, then we will, at our sole option and expense: (i) obtain for you the right to use the allegedly infringing portions of the Services; (ii) modify the allegedly infringing portions of the Services so as to render them non-infringing without substantially diminishing or impairing their functionality; or (iii) replace the allegedly infringing portions of the Services with non-infringing items of substantially similar functionality. If we determine that the foregoing remedies are not commercially reasonable, then we may terminate the impacted Services, or portion thereof, and will promptly provide a prorated refund or credit to you for any prepaid Fees related to such Services. This Section states our, and our Affiliates’, sole and exclusive liability and your sole and exclusive remedy for the actual or alleged infringement or misappropriation of any third-party Intellectual Property Rights by the Services.

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 set forth in Section 2.2; (c) your failure to satisfy your Customer Responsibilities set forth in Section 3, including any actual or alleged violation of Applicable Laws in connection with your End User Agreements and Customer Agreements; (d) your use of Third-Party Applications; (e) your or your personnel’s acts or omissions in the operation of your business or facilities; (f) our acts or omissions taken at your direction or, as applicable, the direction of your franchisor; (g) your End User Agreements and Customer Agreements, including any actual or alleged violation of Applicable Laws with respect to your End User Agreements or Customer Agreements; (h) our pursuit of an interpleader judgment pursuant to the Merchant Agreement; or (i) any other indemnifiable event provided elsewhere in the Agreement.

12.3 Indemnification Procedures. Indemnification is conditioned on the party being indemnified (the “Indemnified Party”): (a) promptly notifying the party providing indemnity (the “Indemnifying Party”) in writing of the claim; (b) allowing the Indemnifying Party to control the defense and settlement using counsel of its choice; and (c) providing reasonable cooperation at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense at its own expense but may not control it. The Indemnifying Party may not settle a claim without the Indemnified Party’s prior written consent unless the settlement involves only monetary payment by the Indemnifying Party and includes a full release of the Indemnified Party (such consent not to be unreasonably withheld).

13. Limitations of Liability

EXCEPT FOR CLAIMS THAT CANNOT BE LIMITED UNDER APPLICABLE LAW (“EXCLUDED CLAIMS”), AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU, ANY OF YOUR AFFILIATES, OR ANY THIRD PARTY ARISING OUT OF OR RELATING TO THE AGREEMENT, THE PLATFORM, OR THE SERVICES – FROM ALL CAUSES OF ACTION COMBINED – WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US UNDER THE APPLICABLE ORDER FORM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND REGARDLESS OF NEGLIGENCE. MULTIPLE CLAIMS DO NOT INCREASE THE APPLICABLE LIABILITY CAP. YOU ACKNOWLEDGE AND AGREE THAT THIS LIMITATION IS A FUNDAMENTAL ELEMENT OF THE PARTIES’ RISK ALLOCATION, THAT THE FEES REFLECT THIS ALLOCATION, AND THAT WE WOULD NOT HAVE ENTERED INTO THE AGREEMENT WITHOUT THESE LIMITATIONS. LIABILITY UNDER THE AGREEMENT IS LIMITED SOLELY TO THE SPECIFIC ABC CONTRACTING ENTITY IDENTIFIED IN SECTION 20. NO OTHER ABC ENTITY OR AFFILIATE WILL HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY UNDER OR IN CONNECTION WITH THE AGREEMENT.

14. Export Compliance & Anti-Corruption

The Services are subject to U.S. and other applicable export control and sanctions laws. You represent that neither you nor your beneficial owners appear on any U.S. government denied-party or restricted-party list. You will not allow access to the Services by any person or from any location subject to U.S. embargoes, or in violation of applicable export or sanctions laws. You further represent that, in connection with your purchase or use of the Services, you have not offered, given, received, or been promised any unlawful or improper bribe, kickback, payment, gift, or thing of value, other than reasonable and customary business gifts or entertainment permitted by law.

15. Australian Consumer Law

If you operate your business in Australia, nothing in the Agreement is intended to exclude, restrict, or modify any consumer guarantees or other rights that cannot be excluded under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or other applicable legislation (the “Non-Excludable Terms”). This Agreement applies subject to those Non-Excludable Terms. To the extent we are permitted by Applicable Laws to limit remedies for a breach of a Non-Excludable Term, our liability is limited, at our option, to: (a) Goods: one or more of the following – (i) replacing the goods or supplying equivalent goods; (ii) repairing the goods; (iii) paying the cost of replacement or equivalent goods; or (iv) paying the cost of repair; or (b) Services: one or both of the following – (i) supplying the services again; or (ii) paying the cost of having the services supplied again.

16. Notices

Except as otherwise stated in the Agreement, all notices must be in writing and will be deemed effective upon: (a) personal delivery; (b) the third business day after mailing; or (c) for notices other than termination or indemnifiable claims, the date sent by email. Notices of termination or indemnifiable claims must be clearly identified as “Legal Notices” and will not be effective by email. Billing notices will be sent to the billing contact listed in the applicable Order Form. All other notices to you will be sent to the primary email address or contact associated with your Account. Notices to us must be sent to:

ABC Fitness Solutions, LLC

2600 North Dallas Pkwy., Suite 590

Frisco, Texas 75034

Attn: General Counsel

Email (copy): [email protected]

17. Electronic Communications

By accessing the Platform or using the Services, you consent to receive communications from us electronically, including by email, text message, in-app notifications, postings on the Platform, or other electronic means to the extent permitted by Applicable Laws. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that they be in writing, except where Applicable Laws require a different form of communication.

18. Governing Law & Venue

The Agreement will be governed by, and construed in accordance with, the substantive laws identified in the table below, without regard to any conflict of laws rules that would require the application of the laws of another jurisdiction, except to the extent preempted by federal law or other Applicable Laws. Each party irrevocably submits to the exclusive jurisdiction of the courts identified in the table below for any dispute arising out of or relating to the Agreement and waives any objection based on improper venue or forum non conveniens. The Uniform Computer Information Transactions Act (UCITA) and the United Nations Convention on Contracts for the International Sale of Goods (CISG) will not apply to the Agreement.

Customer Geography	Governing Law	Venue
United States (and any other geography not listed below)	Arkansas, USA	Pulaski County, AR
Canada	Province of Ontario	Ontario, Canada
Europe, Middle East & Africa	Republic of Ireland	Dublin, Ireland
Australia & New Zealand	New South Wales, Australia	New South Wales, Australia

19. Dispute Resolution & Class Action Waiver

19.1 Dispute Resolution Procedure. Subject to Section 19.3, if you have any dispute, claim, controversy, or cause of action arising out of or relating to the MSA, the Platform, or the Services, whether based in contract, tort, statute, or otherwise, including any concern or dispute that ABC customer support is unable to resolve (each, a “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 in accordance with Section 18 above. Neither party shall initiate legal action until 30 days after the Notice of Dispute is received. 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 resolve Disputes with us only on an individual basis. You hereby waive, and may not bring or participate in, any Dispute as a plaintiff, claimant, or class member in any class, consolidated, collective, or representative action. If any portion of this class action waiver is found unenforceable or invalid as to a particular claim or remedy, then that claim or remedy, and only that claim or remedy, may be sought in court.

19.3 Jury Trial Waiver. To the maximum extent permitted by Applicable Laws, each party knowingly, voluntarily, and irrevocably waives any right it may have to a trial by jury in respect of any Dispute, legal action, or proceeding arising out of or relating to the MSA, the Platform, or the Services, whether based in contract, tort, statute, or otherwise. Each party acknowledges that it has had the opportunity to consult legal counsel and that this waiver is a material inducement for the parties to enter into the Agreement.

19.4 Exceptions to Dispute Resolution Procedure. Notwithstanding the foregoing, these dispute resolution procedures 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.

20. General

20.1 Assignment. The Agreement binds and benefits each party and its permitted successors and assigns. Neither party may assign the Agreement without the other party’s prior written consent, except that we may assign the Agreement in its entirety without notice or consent in connection with a merger, reorganization, acquisition, or transfer of all or substantially all of our assets or voting securities, or to an Affiliate. Any other permitted assignment must be promptly noticed to the other party. Any unauthorized assignment is null and void.

20.2 Force Majeure. We will not be liable for any delay, failure to perform, degradation, unavailability, or interruption of the Services caused, in whole or in part, by events or circumstances beyond our reasonable control, including acts of God, natural disasters, severe weather events, pandemics, epidemics, public health emergencies, labor disputes, power or utility outages, internet or telecommunications failures, cyberattacks by third parties, failures or delays of hosting providers or other third-party service providers, governmental actions, changes in law, war, terrorism, civil unrest, or other similar events (each, a “Force Majeure Event”). Our obligations affected by a Force Majeure Event will be suspended for the duration of the applicable Force Majeure Event, and we will use commercially reasonable efforts to mitigate the impact of the Force Majeure Event and resume affected Services as soon as reasonably practicable.

20.3 Independent Contractors. The parties are independent contractors. Nothing in the Agreement creates an agency, partnership, joint venture, or employment relationship. Each party is responsible for its own employees, taxes, and business obligations, and neither party may bind the other or incur liabilities on the other’s behalf.

20.4 Entire Agreement. The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous discussions or agreements. In the event of a conflict, an applicable Order Form or Addendum controls over these Terms of Service.

20.5 Remedies. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies will be without prejudice to its other remedies under the Agreement, at law or in equity.

20.6 Interpretation. The English version of the Agreement 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 Agreement 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 Agreement is held to be invalid, illegal or unenforceable under present or future laws, then such provision will be fully severable and the Agreement will be construed and enforced as if such invalid, illegal or unenforceable provision were not a part hereof.

20.9 Counterparts. The Agreement may be executed in counterparts, each of which is deemed an original. Electronic or facsimile signatures are effective and enforceable as originals.

21. Contracting Entities for ABC Fitness

The table below explains the ABC entity with whom you are contracting depending on the location of your business (the “ABC Contracting Entity”):

ABC Contracting Entity	Location of Customer
ABC Fitness Solutions, LLC	USA
3287646 Nova Scotia Company d/b/a ABC Global Services	Canada
Zappy Ltd. d/b/a Glofox	Worldwide (with the exception of the USA, Canada, United Kingdom, Australia, New Zealand, Mexico)
GymSales Software Pty Ltd.	Australia or New Zealand
Glofox UK Ltd.	United Kingdom
ABC Technologies and Services Mexico S.R.L.	Mexico

PREVIOUS VERSIONS:

            Master Subscription Agreement (April 25, 2025)

            Master Subscription Agreement (September 1, 2024)

            Master Subscription Agreement (Updated July 15, 2022)

            Glofox Terms and Conditions (March 1, 2023)