Master SaaS Terms

Version: v2.0.0 Effective Date: September 17, 2026 Last Updated: September 17, 2026

1. Agreement; Definitions; Order of Precedence

These Terms govern Client’s access to and use of JAMr FIT and related services provided by Premier TEK LLC, an Illinois limited liability company doing business as RetterTEK (“RetterTEK”). JAMr FIT is a software platform owned and operated by RetterTEK. These Terms are incorporated by reference into each Order Form, Quote, statement of work, or other ordering document accepted by Client (each, an “Order Form”). In the event Client provides the JAMr FIT software to a customer, such as a fitness club, the Client will require that customer through its contract to comply with all the provisions and requirements of this Agreement. “Client” means the business entity identified on the applicable Order Form, including its authorized users and customers. “Services” means JAMr FIT, including CRM, messaging, workflow, automation, data integration, forms, timekeeping, reporting, AI-assisted functionality, storage, and other modules or features ordered by Client. “Client Data” means data, content, records, files, communications, member information, employee information, and other information submitted to or processed through the Services by or on behalf of Client. The Agreement consists of: (a) the applicable Order Form; (b) these Terms; and (c) any expressly incorporated addendum or policy, including the Data Processing Addendum, Privacy Policy, and Data Deletion Policy. If there is a conflict, the Order Form controls solely with respect to pricing, subscription quantities, locations, implementation scope, Subscription Start Date, Initial Term, and other expressly negotiated commercial terms. These Terms control all other matters unless a document expressly states otherwise.

2. Subscription Term; Renewal; Fees

2.1 Initial Term

Unless the Order Form states a longer period, each paid subscription begins on the Subscription Start Date and continues for an initial non-cancelable term of twelve (12) months (the “Initial Term”), except as expressly provided for uncured material breach in this Agreement. Client remains responsible for all committed subscription fees through the end of the Initial Term regardless of usage, temporary suspension, staffing changes, location changes, or Client’s internal business decisions.

2.2 Month-to-Month Renewal

At the end of the Initial Term, the subscription automatically continues on a month-to-month basis unless otherwise agreed in writing. After the Initial Term, either party may terminate the subscription upon at least thirty (30) days’ written notice.

2.3 Additions and Reductions

Client may add users, locations, licenses, modules, services, or usage capacity during the Initial Term. Added quantities may be prorated and billed beginning when enabled. Client may not reduce committed subscription quantities or committed recurring fees during the Initial Term unless RetterTEK approves the reduction in writing. After conversion to month-to-month, quantity changes may take effect on the next billing cycle subject to RetterTEK’s billing cutoff and any applicable minimum commitments.

2.4 Fees and Payment

Client shall pay all fees stated in the Order Form. Unless otherwise stated, recurring fees are billed monthly in advance and usage-based fees are billed in arrears or as incurred. Fees are non-refundable except where this Agreement expressly provides otherwise. Client is responsible for applicable sales, use, excise, telecommunications, or similar taxes, excluding taxes based on RetterTEK’s net income.

2.5 Late Payments

RetterTEK may charge interest on undisputed overdue amounts at the lesser of 1.5% per month or the maximum lawful rate, together with reasonable collection costs. RetterTEK may suspend Services for materially overdue undisputed amounts after reasonable notice.

3. License; Accounts; Authorized Use

Subject to Client’s payment of applicable fees and compliance with the Agreement, RetterTEK grants Client a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for Client’s internal business operations. Client is responsible for all activity under Client accounts and for provisioning, deprovisioning, and supervising users. Client shall use role-based permissions and multi-factor authentication where offered and appropriate, maintain credential confidentiality, promptly remove access for former personnel, and notify RetterTEK of suspected unauthorized access. Client shall not reverse engineer, copy, resell, scrape, circumvent technical controls, interfere with platform security, introduce malicious code, or use the Services except as permitted by these Terms.

4. Platform Role; Client Responsibility

RetterTEK provides hosted software, infrastructure, workflow execution, data processing, communications-routing functionality, and technical support. Except under a separate written agreement expressly providing otherwise, RetterTEK is not Client’s employer, co-employer, professional employer organization, payroll company, law firm, compliance consultant, advertising agency, telemarketer, healthcare provider, medical provider, or HIPAA Business Associate. Client controls and is responsible for the business decisions made through the Services, including whom Client contacts, the purpose and content of communications, workflow configuration, automation triggers, user permissions, employee policies, consent language, data collection, imported records, and legal classifications. Nothing in the Agreement determines a party’s statutory status against a governmental authority or third-party claimant where applicable law determines that status independently. The parties nevertheless intend that Client control the substance, purpose, audience, and legal basis of Client’s regulated business activities.

5. Messaging, Email, Voice, and Recipient-Location Compliance

5.1 Client Responsibility for Communications

As between RetterTEK and Client, Client controls and is responsible for directing, and authorizing all SMS, MMS, email, telephone, prerecorded, automated, workflow-generated, and other communications sent through or in connection with the Services (“Client Communications”). Client determines recipients, timing, purpose, classification, content, frequency, and legal basis. RetterTEK provides software infrastructure, routing, workflow execution, tools, and related technictheal functionality. RetterTEK does not act as Client’s marketing agency, telemarketing agency, call center, compliance consultant or legal adviser.

5.2 Compliance Responsibility

Client is solely responsible for determining and satisfying all laws, rules, regulations, and contractual requirements applicable to Client Communications, including the Telephone Consumer Protection Act (“TCPA”), FCC rules, the Telemarketing Sales Rule, CAN-SPAM Act, state telemarketing and mini-TCPA laws, do-not-call laws , state privacy laws, call-recording laws, eavesdropping laws, e-mail provider requirements, and other federal, state, and local laws and requirements and best practices.Client’s Responsibilities include, but are not limited to, properly retaining information relating to any potential claims under the TCPA and conducting litigation under the TCPA in regard to such data detention requirements.

5.3 Recipient Location

Client acknowledges that applicable obligations may depend on the recipient’s residence, physical location, telephone number, or other jurisdictional facts depending upon the recipient rather than Client’s headquarters or club location. Client shall not assume that the law of Client’s headquarters governs every recipient. Where the JAMr FIT software uses a club, tenant, account, or user time zone as a scheduling proxy, Client remains responsible for stricter requirements that may apply based on recipient location.

5.4 Consent

Client shall obtain, maintain, and document prior express consent, prior express written consent, or another lawful basis whenever required before initiating communications. Client is responsible for the form, content, placement, scope, and legal sufficiency of consent notices and disclosures used in all communications with third parties, as membership agreements, lead forms, websites, QR codes, advertisements, check-in flows, verbal scripts, imports, and other acquisition channels. Failure properly to obtain proper consents will subject the Client to the termination and indemnity provisions of this Agreement. Note that RetterTEK does not review or approve Client’s communications with third parties to obtain the required consent.

Consent or opt-in information imported or synchronized from ABC Financial, HubSpot, Meta, another CRM, a lead source, CSV file, membership platform, or other third-party source is Client-supplied information. RetterTEK may rely on that information without independently validating its accuracy, legal sufficiency, scope, or continuing validity. If Client directs JAMr FIT to treat a person as opted in because of a membership agreement or third-party designation, Client represents that the underlying agreement, disclosure, or other facts support the consent status asserted by Client.

5.5 Opt-Outs and Suppression

Client shall honor STOP, unsubscribe, do-not-call, consent revocation, and other legally effective opt-out requests and shall not bypass, defeat, or work around suppression controls. Client remains responsible for reassigned, recycled, mistyped, or disconnected telephone number risk to the extent applicable law allocates that risk to the caller or sender. Client shall not knowingly re-enable, re-import, reroute, or otherwise work around a valid suppression or opt-out for the purpose of continuing prohibited communications.

5.6 Compliance Tools

Quiet-hour controls, STOP/START processing, suppression lists, consent flags, audit logs, default marketing classifications, and other compliance-oriented features are administrative safeguards only. They are not legal advice, legal determinations, compliance certifications, or warranties that a particular communication is lawful. Client remains responsible for determining and complying with any federal, state, or local calling or messaging time restrictions applicable to the recipient of a communication.

5.7 Consent Audit Data

JAMr FIT may record timestamps, source identifiers, IP information, form or disclosure versions, keyword events, consent-state changes, user actions, import sources, and other records concerning purported consent or revocation (“Consent Audit Data”). Consent Audit Data is an administrative and evidentiary tool only and does not establish that RetterTEK has determined consent to be legally sufficient, unrevoked, or applicable to a particular communication.

6. Consent Records; Imports; Franchise and Cross-Location Use

Client represents and warrants that all contact information and personal data entered, uploaded, imported, or synchronized into the Services was lawfully collected and may lawfully be processed for the purposes Client determines and configures. Client will adhere to any requirements for maintaining records relating to such information. RetterTEK does not review or approve Client membership agreements, privacy notices, lead forms, verbal scripts, or other materials from which Client claims to derive consent unless RetterTEK separately agrees in writing to perform that review. JAMr Fit may record timestamps, source identifiers, status changes, keyword events, user actions, form versions, and other consent-related evidence (“Consent Audit Data”). Consent Audit Data is an administrative and evidentiary tool only. Its existence does not establish that consent was legally sufficient, appropriately scoped, unrevoked, or applicable to a particular communication. Where Client or a third-party integration designates an individual as having opted in or having consented to marketing communications through membership or a franchise, RetterTEK may rely on that Client-supplied designation without independently validating the underlying agreement or facts. This includes data imported or synchronized from ABC Financial, HubSpot, Meta, CSV files, lead providers, other CRMs, or similar sources. If Client asserts that a member’s consent extends to a franchisor, franchise system, affiliated location, or commonly branded location, Client represents and warrants that the applicable agreements and law support that scope. A member’s visit, booking, class attendance, or transaction at another location does not by itself constitute a determination by RetterTEK that marketing consent exists for that location. Client shall not use transactional or appointment-reminder pathways to transmit marketing content to recipients lacking the applicable marketing consent.

7. Transactional vs. Marketing Classification; Content

Client and its administrators are responsible for correctly classifying communications as marketing, telemarketing, transactional, informational, relationship, service, emergency, or another category. RetterTEK may default ambiguous or unclassified communications to the more restrictive available category, including marketing, as a risk-control measure. RetterTEK making such default designations is not legal advice. Client shall not classify or route marketing communications as transactional, informational, service-related, or otherwise exempt for the purpose of avoiding consent, opt-out, suppression, or quiet-hour controls. Intentional circumvention of these requirements constitutes a material breach. Client is solely responsible for the content of Client Communications, including pricing, promotions, membership terms, fitness claims, health or nutrition statements, images, links, intellectual property, employment opportunities, compensation statements, and other representations. Client shall not transmit unlawful, deceptive, defamatory, threatening, harassing, discriminatory, infringing, phishing-related, malicious, or otherwise prohibited content.

8. Carriers; Application to Person Messaging (A2P); Third-Party Communications Providers

Client shall timely provide complete and accurate information required for A2P 10DLC communications, toll-free verification, brand registration, domain authentication, sender verification, campaign registration or other communications-industry registration. Client is responsible for the accuracy of use-case descriptions, campaign information, websites, opt-in descriptions, and business information submitted on Client’s behalf. Carriers, aggregators, email providers, and communications vendors may filter, reject, delay, block, suspend, or terminate traffic or registrations. RetterTEK does not guarantee message delivery, registration approval, telephone-number availability, inbox placement, carrier acceptance, or uninterrupted third-party service. Client is liable for applicable carrier, registration, telecommunications, and pass-through fees stated in the Order Form or pricing schedule.

9. Privacy; Controller/Processor Roles; Client Data

For personal data processed by RetterTEK solely to provide the Services on Client’s behalf, Client is the business, controller, or equivalent responsible party, and RetterTEK is Client’s service provider, contractor, processor, or equivalent downstream provider, as those terms are defined by applicable privacy law. Further information regarding the roles of RetterTEK and Client in regard to personal data is included in the Data Protection Addendum. Client is responsible for receiving and determining how to respond to access, deletion, correction, opt-out, restriction, and similar requests from members, employees, and other data subjects. RetterTEK will provide commercially reasonable assistance as specified in the Data Processing Addendum.

10. HIPAA; Sensitive Fitness Data

10.1 No HIPAA Service

JAMr FIT is not offered as a HIPAA-compliant service, and RetterTEK does not enter into a Business Associate Agreement for the Services unless RetterTEK expressly agrees in a separately executed writing.

10.2 Sensitive Fitness Data

Fitness goals, measurements, progress photographs, body-composition information, and form uploads may be subject to state privacy, biometric, consumer-health, or similar laws even when not subject to HIPAA. Client is responsible for applicable notices, consent, lawful collection, retention, and deletion. Client is further responsible for complying with all laws regarding subscriptions, cancellations, notifications to its customers or members relating to health and fitness clubs.

10.3 PCI DSS

Client remains responsible for PCI DSS and other payment-security obligations applicable to payment transactions occurring outside JAMr FIT or through separate payment processors.

11. Acceptable Use Policy

This Acceptable Use Policy (“AUP”) governs use of JAMr FIT by Client and all customers or users authorized through Client’s account. Client is responsible for ensuring its employees, contractors, franchise administrators, agencies, consultants, customers and other users comply with this AUP. Capitalized terms not defined here have the meanings assigned in the Master SaaS Terms.

11.1 Lawful Use

Client shall use JAMr FIT only for lawful business purposes and in compliance with applicable federal, state, local and international laws, regulations, court orders, telephone carrier rules, provider requirements and contractual obligations.

11.2 Messaging and Spam

Client shall not use JAMr FIT to send unlawful, deceptive, abusive, or unsolicited communications. Client shall not:

• send bulk marketing communications without the consent or other lawful basis required by applicable law
• purchase, scrape, harvest, or unlawfully obtain telephone numbers, email addresses, or contact lists
• continue messaging a recipient after a valid STOP, unsubscribe, revocation, or do-not-contact request where continued communication is prohibited
• re-import, re-enable, reroute, or otherwise work around a suppression list or opt-out
• classify marketing or promotional content as transactional, informational, servicing, appointment-related, or exempt for the purpose of bypassing consent or suppression controls
• use misleading caller ID, sender information, sender addresses, subjects, domains, or identities
• use JAMr FIT to facilitate unlawful robocalls, prerecorded calls, automated calls, or unlawful call recording; or
• generate messaging traffic reasonably likely to cause excessive complaints, provider suspensions, carrier filtering, or material reputational harm.

11.3 Prohibited Content and Conduct

Client shall not upload, create, transmit, distribute, store, or facilitate content or conduct that:

• is unlawful, fraudulent, deceptive, defamatory, threatening, harassing, abusive, discriminatory, exploitative, or obscene
• facilitates phishing, credential theft, malware, ransomware, malicious code, fraud, impersonation, or unauthorized access
• infringes or misappropriates copyrights, trademarks, trade secrets, publicity rights, privacy rights, or other third-party rights
• promotes or facilitates illegal products, services, transactions, or activity
• contains materially false or misleading pricing, health, fitness, employment, promotional, or business claims
• attempts to evade carrier, mailbox-provider, telecommunications, or platform enforcement mechanisms; or
• otherwise creates a material legal, security, reputational, or operational risk to RetterTEK, JAMr FIT, a sub processor, another customer, or any third party.

Prohibited Sensitive Data. Unless RetterTEK expressly supports a particular data type through an approved integration or separately agreed service, Client shall not store or transmit through general CRM fields, notes, forms, file uploads, or media-storage functionality. Client shall not upload, store, or transmit Protected Health Information subject to HIPAA, including clinical diagnoses, medical records, insurance information, or clinical treatment notes. In addition, Client shall not input the following information in JAMr FIT:

• full payment-card account numbers, magnetic-stripe data, PIN data, or CVV/CVC security codes
• bank-account or routing credentials
• Social Security numbers
• driver’s-license numbers
• passport numbers
• government identification documents; or
• authentication secrets or credentials intended for access to financial accounts.

• Tokenized, masked, or truncated identifiers supplied through an approved integration may be processed where RetterTEK expressly supports that integration and data type.

11.5 Client shall not use JAMr FIT as a clinical medical record system or upload medical diagnoses, insurance information, clinical treatment notes, or other personal health information (“PHI”) requiring HIPAA protections

Where Client collects body-composition information, progress photographs, wellness data, or other potentially sensitive fitness information that is not PHI, Client is responsible for legally required notices, consent, retention, and deletion requirements.

11.6 Client shall not use workforce, timekeeping, payroll-export, commission, or scheduling functionality to intentionally falsify time records, conceal compensable time, evade wage-and-hour requirements, discriminate unlawfully, or otherwise facilitate violations of employment law

Client remains responsible for worker classification, overtime, minimum wage, breaks, commissions, payroll, joint-employment analysis, and other employment obligations as provided in these Terms.

Client shall not:

• share credentials with unauthorized persons
• attempt to gain access to another account, database, system, or restricted feature without authorization
• circumvent authentication, authorization, rate limits, technical restrictions, or security controls
• probe, scan, or test vulnerabilities without RetterTEK’s prior written authorization except through an expressly authorized security-testing program
• introduce malware, malicious code, denial-of-service traffic, or destructive payloads
• use automated means to extract or scrape data except through an expressly authorized API or integration
• reverse engineer, decompile, disassemble, or attempt to derive source code except to the limited extent such restriction is prohibited by applicable law; or
• use JAMr FIT in a manner that materially degrades service for other customers.
• Client shall not import, upload, sync, disclose, or process information unless Client has the legal right and authority to do so. Client shall not use JAMr FIT to process stolen data, unlawfully obtained lists, data obtained in breach of another party’s contract, or personal information that Client is prohibited from using for the configured purpose.
• Client shall not grant administrative access to a third party to JAMr , including to a franchise administrator, a marketing agency, across locations, or other beyond the authority Client actually possesses. Client shall not use cross-tenant or multi-location functionality to access, market to, export, or manage data belonging to an independently owned business without having legal and contractual authority. Client remains responsible for all access to JAMr FIT by any third party.
• Client shall not use AI-assisted or automated functionality to generate or send unlawful, deceptive, discriminatory, infringing, or otherwise prohibited content. Client is responsible for reviewing AI output where review is available and for the consequences of enabling automated-send or automated-action functionality.

11.11 Client shall not attempt to use JAMr FIT AI features to extract system prompts, confidential information, another customer’s data, security credentials, or restricted system information.

Client shall comply with applicable rules and acceptable-use requirements of third-party providers used with JAMr FIT, including telecommunications carriers, messaging providers, email providers, payment providers, membership systems, and other integrations. Client shall not use JAMr FIT to cause RetterTEK to violate a provider agreement or network rule applicable to the Services. RetterTEK does not monitor Client content. RetterTEK may, however, investigate suspected violations of this AUP, review relevant account or traffic information where reasonably necessary, preserve evidence, cooperate with lawful requests, and take protective action consistent with the Agreement and applicable law. Depending on the severity and urgency of a suspected violation, RetterTEK may issue a warning, require corrective action, throttle traffic, block specific content or workflows, restrict integrations or features, suspend messaging, suspend account access, or terminate Services as permitted by the Master SaaS Terms. RetterTEK may take immediate action without prior notice where reasonably necessary to address spam, fraud, security threats, illegal activity, forged consent, provider or carrier demands, material complaint rates, governmental requests, threats to other customers, or material legal or reputational exposure. Suspected abuse, security issues, or violations this chapter 11 may be reported to [email protected].

Changes to This Chapter. may update this Chapter of the Terms as provider requirements, or legal risks evolve.

12. Integrations; Third-Party Services

Client may direct the Services to exchange data with third-party systems and integrations. Client represents that it is authorized to obtain, disclose, transmit, and use all data exchanged through those integrations. RetterTEK may rely on third-party data without independently verifying accuracy or consent status. RetterTEK is not responsible for third-party system downtime, changed APIs, altered data formats, inaccurate third-party records, consent errors originating outside JAMr FIT, or actions taken by a third-party provider. Client’s use of third-party services may also be subject to separate terms between Client and that provider.

13. Automation and AI-Assisted Features

Client is responsible for configuring workflows, segments, triggers, schedules, templates, approval rules, audience criteria, and automations. Client acknowledges that incorrectly configured automation may result in unintended or mass communications. Optional AI-assisted features may generate suggested content, summaries, classifications, recommendations, audience segments, workflows, or other output. Client acknowledges that use of such features is determined by Client and that AI output may be incomplete, inaccurate, or inappropriate. Where review functionality is available, Client is responsible for reviewing AI-generated output before use. If Client affirmatively enables automatic sending or execution without human review, Client accepts responsibility for the resulting actions configured by Client. Client acknowledges that RetterTEK does not provide legal, medical, employment, tax, payroll, or other professional advice through AI-assisted functionality and Client will not use AI functionality for such purposes.

14. Voice and Call Recording

If voice or call-recording functionality is enabled, Client is solely responsible for determining whether a call may lawfully be initiated, monitored, recorded, stored, transcribed or analyzed. Client shall provide all notices and obtain all consents required by all applicable federal and/or state wiretap, eavesdropping, call-recording, and privacy laws. Client shall not assume that the law of Client’s headquarters governs all participants.

15. Biometrics

Client shall not use biometric identifiers or biometric information derived from biometric identifiers in conjunction with the Services. Such biometric identifiers include, but are not limited to, retina or iris scans, fingerprints, voiceprints, or scans of head and face geometry.

16. Workforce Tools; Timekeeping; Payroll Outputs

JAMr FIT may provide scheduling, clock-in/clock-out, timekeeping, commission calculations, payroll reports, payroll exports, overtime calculations, and related workforce-management functionality (“Workforce Tools”). RetterTEK is not Client’s employer, co-employer, professional employer organization, payroll company, staffing company, or wage-and-hour adviser. Client and, where applicable, its franchisees, customers or affiliated legal entities are solely responsible for determining the employer of each worker, worker classification, exempt/nonexempt status, compensable time, overtime, minimum wage, meal and rest periods, tips, commissions, bonuses, travel time, training time, payroll frequency, wage statements, recordkeeping, and all other obligations under the Fair Labor Standards Act and applicable state and local wage-and-hour laws. Workforce Tools calculate output based on Client-entered data, organizational structures, time entries, settings, policies, and other Client configurations. Client is responsible for reviewing and validating configurations and outputs before payroll is processed or wages are paid. The fact that JAMr FIT calculates an overtime amount, commission, regular rate, punch adjustment, or payroll export does not constitute a representation that Client’s configuration satisfies applicable law. If employees work across commonly owned, franchised, or affiliated locations, Client is solely responsible for determining whether applicable law requires aggregation of hours or creates joint-employer, integrated-enterprise, joint-employment, or similar obligations. Timekeeping change logs and administrative audit records assist Client with recordkeeping but do not transfer employer obligations to RetterTEK.

17. Franchise; Multi-Tenant; Agency Use

RetterTEK does not determine legal responsibilities among franchisors, franchisees, affiliates, management companies, location operators or between a Client and its customers, such as fitness clubs. Client is responsible for ensuring its organizational configuration, access permissions, marketing authority, employee structure, and data-sharing practices are consistent with its franchise agreements and applicable law. A Client administrator granted cross-location or franchise-level permissions may take actions affecting linked tenants. To the extent Client grants those permissions, Client authorizes RetterTEK to process those actions within the configured permission scope. Client shall not grant authority over independently owned locations unless Client has contractual authority to do so. Where Client permits an agency, consultant, or third party to manage Client campaigns or automations, Client remains responsible for such activity unless a separate written agreement lawfully allocates a different role. RetterTEK is not responsible for resolving disputes among Client, its agencies, franchisors, franchisees, or affiliates. Client, not RetterTEK, is responsible for all activities of its customers, such as fitness clubs. RetterTEK reserves the right to require Clients to provide copies of its contracts with fitness clubs to insure that Clients are complying with their obligations under the Agreement.

18. Security; Client Access; Support Access

RetterTEK will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the Services. Client is responsible for its own endpoint security, user permissions, credential security, devices, local networks, and internal access practices. Client is responsible for acts taken through valid Client credentials except to the extent directly resulting from RetterTEK’s breach of its express obligations. At Client’s request or where reasonably necessary to provide support, authorized RetterTEK personnel may access Client’s account subject to RetterTEK’s internal access controls. Such support access does not make RetterTEK the controller, employer, sender, or owner of Client Data.

19. Intellectual Property; Client Data Ownership; Feedback

RetterTEK and its licensors retain all right, title, and interest in and to JAMr FIT, the Services, software, technology, workflows, templates, documentation, designs, trademarks, and related intellectual property, excluding Client Data. As between the parties, Client retains ownership of Client Data and grants RetterTEK a limited right to process Client Data as necessary to provide, secure, support, and improve the Services as permitted by the Agreement and applicable law. If Client provides suggestions, enhancement requests, or other feedback, RetterTEK may use that feedback without restriction or compensation, provided RetterTEK does not publicly identify Client as the source without permission.

20. Confidentiality

Each party may receive confidential business, technical, financial, security, or proprietary information of the other party (“Confidential Information”). The receiving party shall use Confidential Information only to perform or exercise rights under the Agreement and shall protect it using at least reasonable care. Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction, independently developed, lawfully received from a third party without confidentiality obligation, or becomes public through no breach of the Agreement. A receiving party may disclose Confidential Information to personnel, professional advisers, sub processors, and contractors who need to know it and are bound by confidentiality obligations, or when legally required, subject to legally permitted notice to the disclosing party.

21. Warranties; Disclaimers

Each party represents that it has authority to enter into the Agreement. Client further represents that Client and its users will use the Services in compliance with the Agreement and applicable law and that information Client provides for registrations, integrations, communications, and configuration is accurate in all material respects.

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” RETTERTEK DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT EXCEPT TO THE EXTENT SUCH WARRANTIES CANNOT LAWFULLY BE DISCLAIMED.

RETTERTEK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT ANY MESSAGE WILL BE DELIVERED; THAT A CARRIER, EMAIL PROVIDER, OR THIRD PARTY WILL ACCEPT CLIENT TRAFFIC; THAT A THIRD-PARTY INTEGRATION WILL REMAIN AVAILABLE; THAT COMPLIANCE FEATURES WILL IDENTIFY EVERY APPLICABLE LAW OR VIOLATION; OR THAT CLIENT’S CONFIGURATION WILL PRODUCE A LEGALLY COMPLIANT RESULT. COMPLIANCE-RELATED FEATURES ARE OPERATIONAL TOOLS AND DO NOT CONSTITUTE A LEGAL OPINION, CERTIFICATION, OR WARRANTY OF COMPLIANCE.

22. Limitation of Liability

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• EXCEPT FOR AMOUNTS THAT APPLICABLE LAW DOES NOT PERMIT TO BE LIMITED OR EXCLUDED, RETTERTEK’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO RETTERTEK FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.

Without limiting the foregoing, RetterTEK shall have no liability to Client for governmental penalties, statutory damages, carrier assessments, settlements, or third-party claims to the extent arising from Client Communications, Client’s lack or scope of consent, contact lists, classification of communications, employment practices, privacy practices, uploaded data, franchise-consent representations, use of prohibited data, or failure to comply with applicable law.

23. Client Indemnification

Client shall defend, indemnify, and hold harmless Premier TEK LLC d/b/a RetterTEK, JAMr FIT, and their affiliates, officers, managers, directors, employees, contractors, agents, licensors, and sub processors (“RetterTEK Indemnitees”) from and against any third-party claim, demand, investigation, subpoena, administrative proceeding, regulatory action, lawsuit, judgment, settlement, fine, penalty, assessment, damage, loss, liability, cost, and reasonable attorneys’ fees arising out of or relating to:

• Client Communications, campaigns, advertising, marketing, or outreach practices
• an alleged violation of the TCPA, Telemarketing Sales Rule, CAN-SPAM Act, CASL, state mini-TCPA law, telephone-solicitation law, do-not-call rule, call-recording law, or similar communications law, including any data retention requirements regarding any violation or litigation relating thereto
• the existence, absence, scope, validity, revocation, or proof of consent by any third party, including Client’s members and customers
• reassigned, recycled, transferred, disconnected, or incorrectly entered telephone numbers
• Client’s failure to honor an opt-out, unsubscribe, revocation, or do-not-contact request
• Client’s classification of marketing communications as transactional, informational, servicing, or otherwise exempt
• the content of Client Communications, including claims, promotions, representations, images, links, intellectual property, or offers supplied by Client
• Client’s collection, use, disclosure, retention, or deletion of member, prospect, lead, or employee data
• Client’s privacy notices, consumer rights response, or failure to obtain legally required consent
• PHI or Prohibited Sensitive Data submitted by Client
• wage, hour, payroll, overtime, classification, commission, tip, timekeeping, meal-break, or employment claims arising from Client’s configuration or use of Workforce Tools
• Client’s import or use of data from ABC Financial or another third-party system, CRM, lead source, CSV file, or integration
• Client’s assertion that membership agreements authorize franchise-wide, affiliate-wide, or cross-location marketing
• Client’s use of transactional interactions, bookings, reminders, or service pathways to transmit marketing without the required legal basis
• inaccurate information supplied for A2P, toll-free, carrier, brand, domain, or use-case registration
• carrier, Twilio, SendGrid, or similar assessments, claims, suspensions, or pass-through charges attributable to Client traffic or practices
• Client’s breach of the Acceptable Use Policy or violation of applicable law
• acts or omissions of Client’s users, employees, administrators, franchise administrators, agencies, consultants, contractors, or affiliates
• lawsuits arising from Client’s alleged use of biometrics, including biometric identifiers and biometric information, including any lawsuits under the Illinois Biometric Information Privacy Act (BIPA)
• Client’s violation of any laws or standards relating to retention of personal and other information under any statutory or regulatory guideline
• Use by Client’s customers, such as fitness clubs, of the JAMrFIT software; or
• Client’s use of AI-assisted functionality, automation, segmentation, or workflows in violation of the Agreement or applicable law.

RetterTEK shall provide reasonably prompt notice of an indemnified claim, provided that delay relieves Client of its obligations only to the extent Client is materially prejudiced. Client shall control the defense with counsel reasonably acceptable to RetterTEK. Client shall not settle any claim in a manner that admits wrongdoing by, imposes nonmonetary obligations on, restricts the business of, or requires payment by a RetterTEK Indemnitee without RetterTEK’s prior written consent, not to be unreasonably withheld. RetterTEK shall reasonably cooperate at Client’s expense. These indemnity obligations are not subject to the monetary cap applicable to RetterTEK’s liability.

24. Suspension; Compliance Risk; Acceptable Use

RetterTEK may immediately suspend, restrict, throttle, reject, or disable some or all Client Communications or account functionality if RetterTEK reasonably determines that Client is generating excessive complaints or creating carrier risk; engaging in fraudulent or illegal activity; threatening system security; violating the Acceptable Use Policy; or causing RetterTEK or a sub processor to face material legal, regulatory, security, or reputational risk. RetterTEK may also suspend or restrict functionality in response to a complaint or request of a carrier, sub processor, regulator, governmental authority, legal process, or security incident. RetterTEK will use commercially reasonable efforts to notify Client where legally and operationally appropriate. Suspension does not waive fees accrued before suspension or other contractual remedies.

25. Termination; Data Export; Retention

Either party may terminate the Agreement for the other party’s uncured material breach if the breach remains uncured thirty (30) days after written notice, except that no cure period is required where the breach is not reasonably curable, involves fraud, intentional unlawful use, material security risk, or conduct justifying immediate suspension under Section 24. Following termination, RetterTEK may make Client Data available for export for thirty (30) days unless another period is stated in the applicable policy or Order Form. Thereafter, RetterTEK may delete or deidentify Client Data in accordance with its retention schedule, which is referenced in the DPA and Privacy Policy. RetterTEK may retain backup copies until overwritten in ordinary backup cycles, data needed to establish, exercise, or defend legal claims, records required by law, security and fraud-prevention logs, billing records, and consent, audit, communication, punch, timekeeping, or payroll-related records for longer disclosed periods where reasonably necessary for evidentiary, contractual, security, or compliance purposes. Client is responsible for exporting information that Client is legally required to retain beyond platform defaults. Sections concerning fees owed, intellectual property, confidentiality, warranty disclaimers, limitations of liability, indemnification, data retention, dispute resolution, and other provisions that by their nature should survive shall survive termination.

26. Changes to Services and Legal Terms

RetterTEK may modify, update, or discontinue features from time to time, including to address legal, security, carrier, provider, technical, or operational requirements. RetterTEK will use commercially reasonable efforts to avoid materially reducing core paid functionality during a committed Initial Term without reasonable cause. RetterTEK may update public policies and these Terms by publishing a new version with a stated effective date. Each version shall be identified and archived. For an existing signed customer contract, the legal version incorporated at execution remains associated with that contract unless the Agreement permits the applicable update, the parties execute an amendment, the update becomes effective upon renewal or month-to-month continuation after required notice, or applicable law permits another method of amendment. RetterTEK will not rely solely on silently replacing an archived contract version. Individual user acknowledgements of updated platform policies do not, by themselves, amend pricing, the Initial Term, or other commercial terms of a signed Order Form unless the individual has authority to amend Client’s contract and the amendment process expressly states that result.

27. Electronic Contracting; Notices

The parties agree that electronic signatures, clickwrap acceptance of any document, electronic records, and electronically transmitted copies may be used to form and evidence agreements to the extent permitted by law. A signed Order Form may incorporate these Terms and other legal documents by URL and version number. Formal legal notices to RetterTEK shall be sent to [email protected] and to any additional legal notice address stated on RetterTEK’s Legal Notices page. Notices to Client may be sent to the billing, legal, owner, or administrative contact identified in Client’s account or Order Form. Routine product communications are not formal legal notices unless expressly identified as such.

28. Governing Law; Exclusive Forum; Jury Waiver

This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be governed by the laws of the State of Georgia, without regard to conflict-of-laws rules that would require application of another jurisdiction’s laws. You agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Fulton County, Georgia. You also agree that, in the event any dispute or claim arises out of or relating to your use of JAMr FIT, RetterTEK or this Agreement, that we will attempt in good faith to negotiate a written resolution of the matter directly between us. You agree that if the matter remains unsettled for forty-five (45) days after notification (via certified mail or personal delivery) that a dispute exists, all parties shall join in mediation services in Fulton County, Georgia with a mutually agreed mediator to settle the dispute. Each party will bear its own expense for the mediation, including the cost of the services of a mediator. Should you file any arbitration claims, administrative or legal actions without first having attempted to resolve the matter by mediation, then you will not be entitled to recover attorney’s fees, even if you would otherwise be entitled to them.

EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

This Section governs disputes between RetterTEK and Client. It does not alter or limit laws that apply to Client’s communications, privacy practices, employment practices, or dealings with members, employees, or other third parties. Such obligations may be determined by the laws of jurisdictions applicable to the people Client contacts, employs, or serves regardless of Client’s headquarters.

29. Miscellaneous

Independent Contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, franchise relationship between RetterTEK and Client, joint venture, agency, fiduciary, employment, or joint-employment relationship.

Assignment. Client may not assign the Agreement without RetterTEK’s prior written consent, except in connection with a merger, reorganization, or sale of substantially all assets where the successor assumes the Agreement and is not a direct competitor of RetterTEK. RetterTEK may assign the Agreement in connection with a merger, reorganization, financing, sale of assets, or change of control.

Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding Client’s payment obligations for Services already provided or committed during the Initial Term.

Waiver; Severability. A waiver must be in writing and applies only to the specific instance waived. If a provision is unenforceable, it shall be enforced to the maximum extent permitted and the remaining provisions remain effective.

No Third-Party Beneficiaries. Except for RetterTEK Indemnitees and sub processors where expressly stated, the Agreement creates no third-party beneficiary rights.

Entire Agreement. The Agreement constitutes the entire agreement between the parties regarding the Services and supersedes prior or contemporaneous proposals, representations, and agreements concerning the same subject matter, except for obligations expressly preserved in a signed amendment or Order Form.

30. Incorporated Documents

The following documents may be incorporated into the Agreement by the applicable Order Form or these Terms. The version applicable to Client should be identified on or preserved with the signed Order Form:

Document	Canonical Path
Master SaaS Terms	/terms.html
Privacy Policy	/privacy.html
Data Processing Addendum	/data-processing-addendum.html
Subprocessor List	/subprocessors.html
Security Overview	/security.html
Data Deletion Policy	/data-deletion.html

31. Contract Record and Version Preservation

RetterTEK may preserve a contract record containing the signed Order Form, signature audit information, applicable legal document versions, effective dates, URLs, and cryptographic hashes or other integrity data. The purpose of this record is to establish what Client agreed to at execution. Historical legal versions may remain available through RetterTEK’s legal archive. Where a signed Order Form identifies a specific legal document version, that identified version controls over a later public version unless the Agreement validly provides for the later version to apply.