End-User License Agreement (EULA)

1. License Grant

Subject to ongoing compliance with this Agreement and timely payment of fees, Metriqs grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Software solely for your internal business purposes during the applicable subscription term. This license is conditional on your organization maintaining an active subscription and abiding by plan limits regarding seats, client workspaces, and data sources.

2. Usage Restrictions

• Do not copy, distribute, rent, lease, sell, sublicense, or otherwise make the Software available to third parties except as expressly permitted in your plan.
• Do not reverse engineer, decompile, disassemble, or attempt to derive source code from the Software.
• Do not circumvent technical protections, usage limits, or access controls.
• Do not use the Software to process unlawful content or to violate applicable law, third-party rights, or this Agreement.
• Do not use the Software to build a competing product or service or to benchmark for competitive purposes without our prior written consent.

3. Accounts, Seats, & Access

• Account credentials are personal to each authorized user; sharing logins across individuals is prohibited unless explicitly allowed in your plan.
• You are responsible for ensuring that only authorized users access the Software and that they comply with this Agreement.
• Starter plans include two seats; Growth plans include up to ten team members or ten client/franchise workspaces; Pro plans include up to twenty-five team members and twenty-five client/franchise workspaces, with additional seats billed as specified in your order.

4. Customer Data & Manual Uploads

You retain all rights in financial, POS, payroll, marketing, or other business information provided through integrations or manual uploads ("Customer Data"). You grant Metriqs a limited license to host, process, analyze, and display Customer Data solely to deliver the Software, provide AI insights, improve quality, and meet legal obligations. You are responsible for the accuracy, legality, and rights associated with Customer Data, including manual files submitted for unsupported integrations.

5. Integrations & Third-Party Services

The Software may connect to third-party accounting, commerce, point-of-sale, workforce, or marketing services you authorize. Those services are governed by their own terms; Metriqs is not responsible for their acts or omissions. You consent to Metriqs exchanging Customer Data with such services as instructed by you. Disconnecting an integration or deleting uploaded data stops future sync but may not remove historical records retained for compliance or backup.

6. Ownership

Metriqs and its licensors retain all rights, title, and interest in the Software, including all updates, enhancements, documentation, AI models, analytics, and other intellectual property. No rights are granted except as expressly set forth in this Agreement. Feedback, suggestions, or ideas you provide may be used by Metriqs without obligation.

7. Confidentiality

Each party may disclose confidential information to the other. The receiving party will protect such information using reasonable safeguards and only use it for purposes permitted under this Agreement. Confidential information excludes information that is public, already in the recipient’s possession without duty, independently developed, or obtained lawfully from a third party without restriction.

8. Fees, Taxes, & Verification

• Fees are payable as set forth in your order form or plan. Except where prohibited by law, fees are non-refundable.
• Additional seats or client workspaces beyond plan limits will be invoiced in accordance with published pricing or the parties’ written agreement.
• You are responsible for all taxes, levies, or duties imposed by taxing authorities (excluding taxes based on Metriqs’s income).
• Metriqs may audit use of the Software remotely to confirm compliance with seat and usage limits. If the audit reveals underpayment, you will promptly pay the shortfall and reasonable audit costs.

9. Term & Termination

• This Agreement begins on the subscription start date and continues for the term specified in your order. It renews automatically unless cancelled according to plan terms.
• Either party may terminate for material breach after thirty (30) days’ written notice if the breach remains uncured. We may suspend or terminate immediately if your continued access poses a security or compliance risk.
• Upon termination, your license ends. We may retain Customer Data as required by law, for legitimate business purposes, or as described in our Privacy Policy. You may export data prior to termination where technically feasible.

10. Warranties & Disclaimers

• You represent that you have the authority to enter this Agreement and that you will comply with all applicable laws in connection with Customer Data and use of the Software.
• THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." METRIQS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. METRIQS DOES NOT WARRANT THAT THE SOFTWARE OR AI-DRIVEN ANALYSES WILL BE ERROR-FREE, ACCURATE, OR UNINTERRUPTED.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, NOR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT. METRIQS’S TOTAL LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE FEES PAID BY YOU FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

12. Indemnification

You will defend, indemnify, and hold harmless Metriqs, its affiliates, and their respective officers, directors, employees, and agents from any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to Customer Data, manual uploads, your use of the Software, or any breach of this Agreement or applicable law.

13. Export & Compliance

You represent that you are not located in a jurisdiction subject to U.S. embargo or designated as a "terrorist supporting" country and that you are not listed on any U.S. government prohibited list. You will comply with all applicable export control and sanctions laws when using the Software.

14. Government Rights

The Software is commercial computer software. If acquired by or on behalf of a U.S. government agency, the software is provided with restricted rights as defined in applicable regulations, and the government’s rights are limited to those expressly granted in this Agreement.

15. Governing Law & Venue

This Agreement is governed by the laws of the State of Michigan, excluding its conflict of laws rules. The parties consent to the exclusive jurisdiction and venue of state and federal courts located in Kent County, Michigan, for any dispute arising from this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16. Amendments

Metriqs may modify this Agreement by providing notice through the Software or email. Material changes will become effective at the start of your next renewal term unless you accept earlier by continuing to use the Software. If you do not agree to the updated terms, you must stop using the Software before the changes take effect.

17. General

• This Agreement, together with applicable order forms and the Terms of Service, constitutes the entire agreement between the parties regarding the Software.
• If any provision is held invalid, the remaining provisions remain in full force.
• You may not assign this Agreement without prior written consent; Metriqs may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Notices must be in writing and delivered by email or recognized courier to the addresses on file.

18. Contact

Questions about this Agreement? Contact legal@themetriqs.com or mail Metriqs, Attn: Legal, 822 Cherry Street SE, Grand Rapids, MI 49506.