Terms and Conditions

Last Updated on: 12/20/2025

RETAINLY SUBSCRIPTION MEMBERSHIP TERMS AND CONDITIONS

Retainly, LLC

This Agreement is entered into between you (“User”) and Retainly, LLC (“Company”) and governs User’s access to and use of the Retainly contract and invoicing subscription platform (the “Membership”). This Agreement becomes effective upon User’s completion of the signup and checkout process for the Retainly platform.

1. Scope of Membership

As part of the Membership, Company grants User a limited, non-exclusive, non-transferable right to access and use the Retainly contract and invoicing platform available at www.getretainly.com, solely for User’s internal business purposes and subject to the terms of this Agreement.

2. Membership Terms

Upon purchase of the Membership, Company will provide User with access to the Retainly platform via email notification. User’s access to the Membership will continue for so long as User maintains an active subscription and timely pays the applicable monthly membership fee. User is granted a limited, non-exclusive, non-transferable license to access and use the Retainly software platform solely for managing User’s contracts and invoices. User shall not share access credentials or permit third-party use of the platform. Company may immediately suspend or terminate access upon reasonable suspicion of unauthorized use or credential sharing.

3. Monthly Membership Fee

User shall pay the first month’s membership fee upon purchase to receive access to the Membership. User understands and agrees that the online payment processor used by Company will securely keep User’s credit card information on file. User hereby authorizes Company to charge its credit card on file automatically according to the terms set forth in this Agreement. If any eligible payment methods Company has on file for User are declined for a monthly payment, User shall provide a new eligible payment method within 5 business days or User will be immediately removed from the Membership. If User does not cancel its membership within the required cancellation policy as indicated in Section 5, User is required by law to complete the next monthly membership fee. User understands that its membership will automatically continue and that it authorizes Company (without notice, unless required by applicable law) to collect any and all outstanding receivables, using any eligible payment method Company has on record for User’s account.

4. Trial Period & Billing

Company offers a fourteen (14) day free trial of the Retainly platform. During the trial period, User will not be charged any Membership fees. Upon expiration of the trial, User’s Membership will automatically convert to a paid subscription at the then-current rate, billed either monthly or annually, as selected by User at checkout. If User selects monthly billing, User must cancel the Membership at least thirty (30) days prior to the next scheduled monthly payment date to avoid being charged. Annual Membership fees are non-refundable once billed. Cancellation will result in termination of access at the end of the applicable billing period.

5. Term & Cancellation Policy

This Agreement shall last in perpetuity until either the User terminates its monthly subscription or the Company terminates the Agreement. Company may terminate this Agreement in the event User breaches this Agreement or any of the Membership rules and terms. In the event of termination by Company, User will be immediately removed from the Membership and will not be charged any subsequent payments.

6. Personal Information

By participating in the Membership, User will be asked to register with the Membership hosting platform to receive access to Membership materials. User shall select a username and password and may be asked to provide further personal information. User agrees to allow Company access to this personal information for all lawful purposes. User is responsible for the accuracy of the identifying information, maintaining the safety and security of its identifying information, and updating Company on any changes to its identifying information. The billing information provided to Company by User will be kept secure and is subject to the same confidentiality and accuracy requirements as User’s identifying information indicated above. Providing false or inaccurate information, or using the Membership for fraud or unlawful activity, is grounds for immediate termination from the Membership.

7. User Contributions

Through User’s participation in the Membership, User may post materials, comments, or replies to comments (“User Contributions”) on Membership pages and materials. User grants Company a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit, and make derivative works of all User Contributions.

8. Bonuses

Company may offer bonuses to incoming Users via marketing and advertising. User is entitled to any bonuses offered at the time. Bonuses are not guaranteed to be available for the entire lifespan of the Membership and vary depending on live and automated promotions throughout the year. Company reserves the right to change or alter bonuses and promotions in its sole discretion.

9. Copyright & Intellectual Property

All Membership materials, documents, Facebook posts/comments/replies, emails, blogs, digital files, paper documents, and any other work created by Company in relation to this Agreement is the exclusive and sole property of Company and are protected by United States Copyright Laws (U.S.C. Title 17). User hereby agrees that Company’s Membership and accompanying content is owned by Retainly, LLC, and is not to be used for purposes beyond User implementation. User is granted a single-use, non-exclusive, non-transferable, revocable license to access and use the Membership content and resources. User shall not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found in the Membership. Violations of this federal law will be subject to its civil and criminal penalties.

10. Communication

Company is generally available to provide services during normal business hours: Monday – Friday 9am – 5pm MST, excluding holidays and other pre-determined time off. Company WILL ONLY answer communication through its support email: support@getretainly.com. Company WILL NOT answer any emails or direct messages on social media from User. Company will respond to User on the required platform within approximately 2-5 business days.

11. Confidentiality

User shall not (i) disclose to any third-party any details regarding the business of the Company, including, without limitation its Membership materials, Membership downloads, Membership outlines, coaching methods, customers, the prices it obtains, the prices at which it sells products and programs, its manner of operation, its plans, its Membership and coaching strategies, any of the Company’s trade secrets or any other information pertaining to the business of the Company (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Company, or (iii) use Confidential Information other than solely for the benefit of the Company.

12. Assumption of Risk Using Online Platform

User agrees that their participation in the Membership is at its own risk. Company does not assume or accept responsibility for the security of User’s account or content. User agrees that their participation in the creation of an online account is at their own risk. In the event a breach of security has occurred, Company will notify User pursuant to all laws and regulations.

13. Indemnification

User hereby agrees to indemnify and hold harmless Company and its officers, directors, employees, consultants, contractors, and agents from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expenses and attorneys’ fees, as a result of any claim, demand, action or other legal proceeding by any third-party to the extent such

losses arise directly or indirectly out of activities performed by Company pursuant to this Agreement, except to the extent such losses result from the gross negligence or willful misconduct of Company.

14. Maximum Damages

The sole remedy for any actions or claims by User shall be limited to a refund, the maximum amount not to exceed the total monies paid by User under this Agreement.

15. Limitation of Liability

In no event shall Company be liable under this Agreement to User or any other third-party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, arising out of, relating to, or in connection with any breach of this Agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not User was advised of such damages, and (c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.

16. Force Majeure

No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control that are unforeseen and unpredictable at the time of contracting, including, but not limited to, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall give Notice within 5 days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 30 days following Notice given by it, the other Party may thereafter terminate this Agreement upon Notice. All membership payments made by User up to the date of Notice of a Force Majeure Event are non-refundable. In the event this Agreement is terminated due to the impossibility of the Impacted Party to cure its performance obligations, such payments shall be credited to User’s account and must be used within 12 months from the date of Notice of the Force Majeure Event.

17. Inability of Company to Continue Platform Services

If Company permanently ceases operations, files for bankruptcy, or experiences a material failure of the Retainly platform that renders the contract and invoicing services unavailable for a continuous period exceeding seventy-two (72) hours, Company shall provide notice to User and issue a prorated refund for any prepaid, unused Membership fees. Upon issuance of such refund, User shall be relieved of any future payment obligations under this Agreement.

18. Professional Disclaimer

The Membership and additional services provided by Company according to this Agreement are for informational purposes only. User acknowledges and agrees that any information posted in the Membership, Membership materials, or Facebook group is not intended to be legal advice, medical advice, financial advice, therapeutic advice, or other professional advice, and no fiduciary relationship has been created between Company and User.

19. No Guarantees

Company does not make any guarantees as to the results, including financial or other personal gains, of any services provided. User agrees to take responsibility for User’s own results.

20. Spam Policy

User is strictly prohibited from using the Membership and Membership materials for illegal spam activities, including, but not limited to, gathering contacts, email addresses, or other personal information from fellow Membership Users and distributing such information to third- parties or sending any mass commercial emails.

21. Warranty Disclaimer

User agrees that its participation in the Membership and use of the Membership program is at its sole and exclusive risk, and that any services provided by Company are on an “as is” basis. Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to, the implied warrant of fitness for a particular purpose and the implied warrant of merchantability. Company makes no warranties that the Membership will meet your needs or that the Membership will be uninterrupted, error-free, or secure.

22. Sales Tax

Should any sale and/or use tax be imposed on any part of this Agreement, such tax shall be collected from Users and remitted by Company. All sales tax will be included on invoices and/or the checkout process through the Company’s online payment platform.

23. Entire Agreement

This is a binding Agreement that incorporates the entire understanding of the Parties, supersedes any other written or oral agreements between the Parties, and any modifications must be in writing, signed by both Parties, and physically attached to the original agreement.

24. Venue & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Montana including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. The Parties agree that any dispute or lawsuit arising out of, or concerning, this Agreement that is not first resolved by arbitration shall be resolved exclusively in a federal or state court of competent jurisdiction located in Missoula County, Montana. The Parties assume responsibility for their own collection costs and legal fees incurred should enforcement of this Agreement become necessary.

25. Arbitration

Any and all disputes or disagreements arising between the Parties out of this Agreement upon which an amicable understanding cannot be reached, shall be decided by arbitration in accordance with the procedural rules of the American Arbitration Association. The Parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Missoula County, Montana, unless another location is mutually agreed to by the Parties. The cost and expenses of the arbitrators shall be shared equally by the Parties. Each Party shall be responsible for its own costs and expenses in presenting the dispute for arbitration.

26. Transfer

This Agreement cannot be transferred or assigned to any third-party by either the Company or Users without written consent of all Parties.

27. Severability & No Waiver

In the event that any part of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. Any failure by one or both Parties to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision of this Agreement.

28. Headings

Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.

29. Notice

Parties shall provide effective notice (“Notice”) to each other via email at the date and time which the Notice is sent.

User Signature

By signing up for the Retainly platform and upon completion of purchase, User confirms that it has read, understands, and agrees to the terms and conditions of this Agreement.

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