Terms of Service

Please read these Terms of Service (the "Terms") and our Privacy Policy carefully because they govern your use of the platform located at https://reter.io (the "Site") and the cloud-based software platform for customer relationship management, revenue operations, business intelligence, workflow automation, and related tools and services accessible via the Site, offered by Reter LLC ("Reter," "we," "us," or "our"). To make these Terms easier to read, the Site and our services are collectively called the "Services."

1. Agreement to Terms

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, "you" and "your" will refer to that entity.

1.1 Enterprise Agreements

Enterprise customers may enter into a Master Service Agreement ("MSA") with Reter that contains terms specific to their engagement. To the extent of any conflict between these Terms and an executed MSA, the MSA governs.

2. Privacy Policy

Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use, store, and share your information.

3. Changes to These Terms or the Services

We may update the Terms from time to time in our sole discretion. If we make material changes, we will notify you by posting the updated Terms on the Site, sending you an email, or providing an in-application notification. If you continue to use the Services after we have posted updated Terms, you accept and agree to the changes. If you do not agree to be bound by the changes, you must stop using the Services. We may change, suspend, or discontinue the Services (or any features thereof) at any time at our sole discretion.

4. Eligibility and Accounts

4.1 Eligibility

The Services are intended for use by businesses and their authorized representatives. You must be at least 18 years old and capable of forming a binding contract to use the Services.

4.2 Account Registration

To access the Services, you must register for an account by providing accurate, current, and complete information, including a valid email address. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify Reter immediately of any unauthorized use of your account or any other breach of security.

4.3 Organization Accounts

If you create or administer an account on behalf of an organization ("Organization Account"), the organization is the owner of the account and associated data. The individual who creates the Organization Account represents that they have the authority to accept these Terms on behalf of the organization.

5. Description of the Services

Reter provides a cloud-based software platform delivered as a service (SaaS). The Services include, but are not limited to:

• Customer relationship management, account management, contact management, and sales pipeline management and tracking;
• Revenue operations tools, including sales forecasting, quota management, territory management, commission tracking, and price quotation management;
• Business data analytics, reporting, dashboards, and business intelligence;
• Workflow automation, notifications, scheduling, and collaboration tools;
• Data import, export, and integration with third-party software via API;
• Artificial intelligence-powered analytics, forecasting, recommendations, document analysis, natural language processing, and virtual assistant capabilities; and
• Such additional modules and features as Reter may introduce from time to time.

The Services are provided on a non-downloadable, cloud-hosted basis. You access the Services through a web browser; no software is installed on your devices.

6. Fees and Payment

6.1 Subscription Fees

Access to the Services requires payment of subscription fees as set forth on the Site, in a mutually executed order form, or as otherwise agreed in writing. Fee schedules, tiers, and pricing are subject to change upon reasonable notice. For customers operating under a Master Service Agreement, pricing is governed by the terms of that Agreement for the duration of the committed term. Unless otherwise specified, fees are quoted in U.S. dollars.

6.2 Free Trials and Beta Access

Reter may, at its discretion, offer free trial periods or beta access to the Services. Free trial and beta access may be subject to additional terms, usage limitations, or feature restrictions. Reter reserves the right to modify or terminate free trial or beta programs at any time.

6.3 Taxes

You are responsible for all sales, use, ad valorem, excise, value-added, and other similar taxes, duties, and charges imposed by any governmental authority on amounts payable by you under these Terms, excluding taxes based on Reter's net income.

6.4 Payment Terms

Unless otherwise agreed, fees are due in advance of each subscription period. Failure to pay fees when due may result in suspension or termination of your access to the Services. Reter reserves the right to charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law.

7. Feedback

We welcome feedback, comments, ideas, proposals, and suggestions for improvements to the Services ("Feedback"). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

8. Intellectual Property

8.1 Reter's Intellectual Property

Reter and its licensors exclusively own all right, title, and interest in and to the Services, including all software, algorithms, user interfaces, designs, documentation, and all associated intellectual property rights. The RETER name and mark are the property of Reter. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.

8.1.1 Machine Learning Models

The Services include proprietary machine learning models that may be developed, trained, or refined using your Customer Business Data to provide customer-specific predictions, classifications, and recommendations. These models, including their architectures, training methodologies, feature engineering approaches, and learned parameters, are the intellectual property of Reter. The predictions, classifications, and recommendations generated by these models for your use are licensed to you under these Terms for the duration of your subscription. You may not reverse-engineer, decompile, or attempt to extract model logic, parameters, or training data from the outputs of these models.

8.2 License to Use the Services

Subject to your compliance with these Terms, Reter grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the term of your subscription solely for your internal business purposes.

9. Your Content

9.1 User Content

The Services allow you to upload, store, and manage content including text, files, documents, data, graphics, and other materials ("User Content"). Reter does not claim any ownership rights in your User Content.

9.2 License to User Content

By making User Content available through the Services, you grant to Reter a non-exclusive, worldwide, royalty-free license, with the right to sublicense to our service providers, to:

• Use, host, store, reproduce, process, and display User Content as necessary to provide and maintain the Services;
• Share User Content with Reter's third-party infrastructure and service providers to process such User Content in order to provide the Services;
• Analyze User Content using artificial intelligence and machine learning to deliver features such as analytics, forecasting, recommendations, and automated insights within the Services; and
• Generate Aggregate/Deidentified Data (as defined in Section 19).

9.3 AI Processing of User Content

The Services include artificial intelligence features that process your User Content. You acknowledge and agree that:

• Service Delivery. Reter may process your User Content through AI and machine learning systems to deliver the features and functionality of the Services;
• No Training on Your Data. Reter will not use your User Content to train general-purpose AI models that are used to serve other customers, unless you have provided explicit, informed consent;
• Third-Party AI Providers. Reter may use third-party AI service providers to process User Content, under contractual terms requiring them to use your data only for providing the Services; and
• AI Limitations. AI-generated outputs are provided for informational purposes and should not be relied upon as the sole basis for business decisions. Reter does not guarantee the accuracy, completeness, or reliability of AI-generated outputs.
• Model Ownership. Machine learning models developed or trained using your User Content are the intellectual property of Reter, as described in Section 8.1.1. The licensed outputs generated for your use belong to you for the duration of your subscription.

9.4 Your Responsibility for User Content

You are solely responsible for all User Content. You represent and warrant that you have all rights necessary to grant Reter the license rights described in this Section 9, and that your User Content will not infringe, misappropriate, or violate a third party's intellectual property rights, rights of publicity or privacy, or result in the violation of any applicable law.

10. Data Security

Reter implements commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of your data. The Services utilize the following infrastructure providers:

• Supabase for database hosting (PostgreSQL), authentication, and real-time data services, running on AWS infrastructure. Supabase's security practices are described at supabase.com/security. AWS security information is available at aws.amazon.com/security.
• Vercel for application hosting, deployment, and content delivery. Vercel's security practices are described at vercel.com/security.
• Cloudflare for DNS, domain management, and network security. Cloudflare's security practices are described at cloudflare.com/trust-hub/security.

Each customer's data is stored in a logically isolated database instance and is never commingled with data from other customers.

While Reter takes reasonable precautions to protect your data, no method of electronic transmission or storage is completely secure. Reter cannot guarantee absolute security of your data.

11. Confidentiality

11.1 Definition

"Confidential Information" means any non-public information disclosed by either party to the other in connection with the Services, including but not limited to business data, customer records, financial information, pricing, technical information, and trade secrets.

11.2 Obligations

Each party agrees to: (a) use the other party's Confidential Information only for the purpose of fulfilling its obligations under these Terms; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except as necessary to provide or receive the Services.

11.3 Survival

The obligations of confidentiality shall survive termination of these Terms for a period of three (3) years, or for as long as the information remains a trade secret under applicable law, whichever is longer.

12. General Prohibitions

You agree not to do any of the following:

• Use, display, mirror, or frame the Services or any element thereof without prior written consent;
• Access, tamper with, or use non-public areas of the Services or Reter's systems;
• Probe, scan, or test for vulnerabilities, or breach or circumvent any authentication or security measures;
• Access or search the Services using unauthorized automated tools, scrapers, bots, or crawlers;
• Decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of any software comprising the Services;
• Attempt to extract, reverse-engineer, or reconstruct machine learning model parameters, training data, feature engineering, or algorithmic logic from the outputs or behavior of the Services;
• Interfere with or disrupt the Services or servers or networks connected to the Services;
• Use the Services to store, transmit, or distribute malicious code, viruses, or harmful data;
• Collect or store personal data of other users without their permission or in violation of applicable law;
• Use the Services to send unsolicited commercial communications;
• Impersonate any person or entity or misrepresent your affiliation;
• Use the Services in violation of any applicable law or regulation;
• Share login credentials with unauthorized individuals; or
• Encourage or enable any third party to do any of the foregoing.

13. Third-Party Services and Integrations

The Services may integrate with, connect to, or contain links to third-party websites, services, or applications. Reter is not responsible for the content, functionality, security, or practices of any third-party services. Your use of third-party services is governed by the applicable third party's terms and policies.

14. Term and Termination

14.1 Subscription Term

For customers operating under a Master Service Agreement, the subscription term, renewal terms, and notice periods for non-renewal are governed exclusively by that Agreement. For customers without an executed Master Service Agreement, your subscription begins on the date you first access the Services and continues for the subscription period specified in your plan or order form. Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term, the subscription will automatically renew.

14.2 Termination for Convenience

For customers operating under a Master Service Agreement, cancellation terms -- including notice periods, cancellation windows, and effective dates -- are governed exclusively by that Agreement. For customers without an executed Master Service Agreement, you may cancel your account by sending written notice to support@reter.io. Cancellation takes effect at the end of the current billing period, subject to any minimum term specified in your order form.

14.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice. Reter may also suspend or terminate your access immediately if Reter reasonably believes that your use poses a security risk, may cause harm to other users, or violates applicable law.

14.4 Effect of Termination

Upon termination: (a) your right to access the Services will cease immediately; (b) Reter will make your User Content available for export for thirty (30) days; (c) Reter will delete your User Content from production systems within sixty (60) days after the export period, except to the extent required by law; and (d) any fees owed prior to termination remain due and payable.

15. Disclaimers

The Services are provided "as is" and "as available," without warranty of any kind, express or implied. To the fullest extent permitted by law, Reter disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, and non-infringement.

Reter makes no warranty that: (i) the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis; (ii) any defects will be corrected; (iii) the results obtained from use of the Services, including any AI-generated outputs, will be accurate, reliable, or complete; or (iv) the quality of any information obtained through the Services will meet your expectations.

16. Indemnification

16.1 Your Indemnification

You will indemnify, defend, and hold harmless Reter and its officers, directors, employees, agents, successors, and assigns from and against any claims, disputes, demands, liabilities, damages, losses, and costs arising out of or in any way connected with: (a) your access to or use of the Services; (b) your User Content; (c) your violation of these Terms; or (d) your violation of any applicable law or the rights of any third party.

16.2 Reter's Indemnification

Reter will indemnify, defend, and hold harmless you from and against any third-party claims alleging that your authorized use of the Services infringes such third party's intellectual property rights, provided that you promptly notify Reter of the claim, grant Reter sole control of the defense and settlement, and provide reasonable cooperation.

17. Limitation of Liability

To the maximum extent permitted by law, in no event will Reter or its service providers be liable for any indirect, incidental, special, consequential, or punitive damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage, or system failure, or the cost of substitute services, arising out of or in connection with these Terms or the use of or inability to use the Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, regardless of whether Reter has been advised of the possibility of such damages.

To the maximum extent permitted by law, Reter's total cumulative liability to you for all claims arising under or related to these Terms or the Services shall not exceed the greater of: (a) the amounts actually paid by you to Reter for the Services in the twelve (12) month period immediately preceding the event giving rise to the claim; or (b) one hundred U.S. dollars ($100.00).

18. Governing Law and Dispute Resolution

18.1 Governing Law

These Terms will be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws provisions.

18.2 Jurisdiction

For any disputes not subject to arbitration, the parties expressly consent to personal and exclusive jurisdiction in the state and federal courts located in Lake County, Ohio.

18.3 International Users

If you are accessing the Services from outside the United States, you are responsible for compliance with applicable local laws. Reter complies with applicable data protection regulations in the jurisdictions where it operates, including the General Data Protection Regulation ("GDPR") for users in the European Economic Area, the United Kingdom, and Switzerland; the Lei Geral de Proteção de Dados ("LGPD") for users in Brazil; and the Personal Information Protection and Electronic Documents Act ("PIPEDA") for users in Canada. Your rights under these and other applicable data protection laws are described in our Privacy Policy. To the extent required by applicable local law, additional terms or rights may apply and will be set forth in a supplemental addendum to these Terms.

19. General Terms

19.1 Aggregate/Deidentified Data

"Aggregate/Deidentified Data" means any data that is derived or aggregated in deidentified form from: (a) User Content; or (b) your use of the Services. Reter owns all right, title, and interest in Aggregate/Deidentified Data and may use it for any lawful purpose, provided that such data cannot reasonably be used to identify you or any individual.

19.2 Entire Agreement

These Terms, together with the Privacy Policy, any applicable order forms, and any executed Master Service Agreement, constitute the entire agreement between Reter and you regarding the Services. In the event of conflict between these Terms and an executed Master Service Agreement, the Master Service Agreement governs.

19.3 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

19.4 Assignment

You may not assign or transfer these Terms without Reter's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of your assets. Reter may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, upon thirty (30) days written notice to you.

19.5 Waiver

Reter's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.

19.6 Notices

Any notices or communications provided by Reter under these Terms will be given by email or by posting to the Services. You agree that electronic communications satisfy any legal requirement that such communications be in writing.

19.7 Force Majeure

Reter will not be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond Reter's reasonable control.

20. Contact Information

If you have any questions about these Terms or the Services, please contact us:

Reter LLC
220 Fairfield Road
Painesville, OH 44077
Email: support@reter.io