Terms of Service

1. Eligibility & Accounts

• You must be at least 18 years old (or the age of majority in your jurisdiction) and have the authority to bind the organization on whose behalf you use the Services.
• You agree to provide accurate, current, and complete registration information and to keep it up to date.
• You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. Notify Metriqs immediately of any unauthorized use.

2. Subscriptions, Fees, & Payment

• Access to the Services is provided on a subscription basis according to the plan you select. Fees are stated at checkout or in an order form.
• Unless otherwise stated, subscription fees are billed in advance and are non-refundable. Cancelling ends renewal but does not refund the current term.
• You authorize Metriqs to charge your payment method for applicable fees, taxes, and any agreed usage-based or add-on charges.
• Late payments may incur interest at the lesser of 1.5% per month or the maximum permitted by law. We may suspend or downgrade the Services for unpaid invoices.

3. Customer Data & Integrations

• You retain all rights, title, and interest in Customer Data you connect or upload. You grant Metriqs a limited license to use Customer Data solely to provide, secure, and improve the Services.
• You are responsible for obtaining all necessary rights, consents, and permissions to transmit Customer Data to Metriqs and to third-party integrations you authorize, including accounting, commerce, point-of-sale, workforce, and manually uploaded systems that are not yet automated.
• You acknowledge that AI-generated insights are based on Customer Data and may not be error-free. You remain responsible for verifying outputs and making business decisions.
• Disconnecting an integration or deleting a manual upload will stop future synchronization, but historical Customer Data may remain in accordance with our retention obligations.

4. Acceptable Use

You agree not to (a) misuse or interfere with the Services; (b) attempt to probe, scan, or test the vulnerability of any system or network; (c) reverse engineer, decompile, or disassemble the Services; (d) use the Services to build a competing product; (e) transmit malware, spam, or illegal content; or (f) use the Services in violation of any law, regulation, or third-party rights.

5. Intellectual Property

Except for the limited rights expressly granted to you, Metriqs and its licensors own all intellectual property and proprietary rights in the Services, including software, dashboards, documentation, and any improvements or derivative works. Feedback you provide may be used by Metriqs without restriction and without obligation to you.

6. Confidentiality

Each party agrees to protect the other party’s confidential information using reasonable safeguards and to use such information only for purposes permitted under these Terms. Confidential information does not include information that is or becomes public, is already known without obligation, or is independently developed without reference to the disclosing party’s information.

7. Warranties & Disclaimers

• You represent that you have the authority to bind the customer organization and that you will comply with all applicable laws when using the Services.
• THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. METRIQS DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT ANALYTICS OR AI OUTPUTS WILL MEET YOUR REQUIREMENTS.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, NOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. METRIQS’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID TO METRIQS FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. Indemnification

You will defend, indemnify, and hold harmless Metriqs and its affiliates, officers, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising from or related to your use of the Services, Customer Data, breach of these Terms, or violation of applicable law or third-party rights.

10. Term, Suspension, & Termination

• These Terms remain in effect while you access the Services. Either party may terminate for cause if the other party materially breaches and fails to cure within thirty (30) days of notice.
• Metriqs may suspend or terminate access immediately if continued use poses a security risk, violates these Terms, or infringes third-party rights.
• Upon termination, you must cease using the Services. We may retain Customer Data as required by law or for legitimate business purposes, subject to our Privacy Policy.

11. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Michigan, excluding conflict of law rules. The parties consent to the exclusive jurisdiction of state and federal courts located in Kent County, Michigan. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12. Changes to the Services & Terms

Metriqs may update the Services, discontinue features, or modify these Terms from time to time. Material changes will be communicated via the Services or email. Continued use of the Services after changes become effective constitutes acceptance of the updated Terms.

13. General

• These Terms, together with any order form and the Privacy Policy, constitute the entire agreement between you and Metriqs.
• Neither party’s failure to enforce any provision is a waiver of that provision.
• You may not assign these Terms without our prior written consent; Metriqs may assign to an affiliate or in connection with a corporate transaction.
• If any provision is held unenforceable, the remaining provisions remain in full force and effect.

14. Contact

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