Terms of Service

Effective: August 22, 2026 · Last updated: August 22, 2026

1. Who this agreement is between

These Terms of Service (the “Terms”) are a binding agreement between IT Solutions of LI Inc, a corporation organized under the laws of the State of New York with its principal place of business at 13 Herzog Place, Hicksville, NY 11801 (“MetricsPro”, “we”, “us”, “our”), and the business entity that registers for or uses the Service (“Customer”, “you”, “your”).

By creating an account, starting a free trial, or using the Service, you accept these Terms. If you are accepting on behalf of a company, you represent that you have authority to bind that company, and “you” means that company.

The Service is for businesses. It is not offered to consumers, and it is not directed to anyone under 18. If you are not using the Service on behalf of a business, do not use it.

If a separate signed agreement, order form or statement of work exists between you and us, that document controls where it conflicts with these Terms.

2. Definitions

• Service — the MetricsPro platform, including the web application, the mobile applications, the APIs, and any related support we provide.
• Authorized User — an individual you permit to use the Service under your account, such as an owner, manager, or employee.
• Customer Data — all data you or your Authorized Users submit to, or that the Service collects on your behalf from, the sources you connect: sales, commission, inventory, accounting, scheduling, time-clock, customer and employee records.
• Documentation — the user guides and in-product help we make available.

3. The Service

We grant you a non-exclusive, non-transferable, revocable right to access and use the Service during your subscription term, for your own internal business purposes, subject to these Terms.

The Service is modular. Which modules are available to you depends on your plan and on what we have enabled for your account. We may add, change, or discontinue features. If we discontinue a material feature you are paying for, and that materially reduces the value of the Service to you, you may terminate under section 6 and receive a pro-rata refund of prepaid, unused fees.

We do not guarantee uninterrupted availability. We may perform maintenance, and we may impose reasonable technical limits (for example, on file sizes, request rates, or storage).

4. Free trial

We may offer a free trial. Unless we state otherwise in writing at signup:

• The trial runs for the number of days shown at signup (currently 30 days) from the day your company is created.
• No payment card is required to start a trial, and a trial does not convert into a paid subscription automatically. You will not be charged unless and until you agree to a paid plan.
• The trial is provided as is, with no warranty and no service commitment of any kind. Sections 17 and 18 apply in full during the trial.
• We may change the trial length for future signups, and we may end, shorten, or decline a trial at any time — including where we reasonably believe the trial is being used to evaluate the Service for a competing product, or where a business has already had a trial.
• Trials are limited to one per business. Creating multiple accounts to extend a trial is a breach of these Terms.

When a trial ends without a paid plan, we may disable access to the account. We will keep your Customer Data for at least 30 days after the trial ends so you can ask for an export, after which we may delete it.

5. Fees, billing and taxes

Fees are those quoted to you in an order form, in the Service, or on our website at the time you subscribe. Unless stated otherwise:

• Fees are quoted in US dollars and are invoiced in advance for each billing cycle.
• Where pricing is based on a count — of stores, companies, users, or modules — the count is measured as described in the order form, and fees adjust as that count changes.
• Invoices are due within 15 days of the invoice date. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and you are responsible for reasonable collection costs.
• Fees are non-refundable except where these Terms expressly say otherwise or where required by law.
• Fees exclude taxes. You are responsible for all sales, use, VAT and similar taxes, other than taxes on our income.

We may change prices for a renewal term with at least 30 days written notice before the renewal date. If you do not accept a price change, you may decline to renew.

6. Term, renewal and cancellation

Your subscription begins on the start date in your order form and continues for the term stated there. Unless your order form says otherwise, it renews automatically for successive terms of the same length. Either party may decline to renew with at least 30 days written notice before the end of the then-current term.

Either party may terminate for material breach if the breach is not cured within 30 days of written notice. We may also terminate or suspend under section 19.

7. Accounts and security

You are responsible for your account, for every Authorized User you grant access to, and for everything done under your credentials. You must keep credentials confidential, assign roles and permissions appropriately, remove access promptly when someone leaves, and tell us without undue delay if you suspect unauthorized access.

Your administrators can see and control a great deal — including other users' data within your account. Choosing who holds administrator rights is your decision and your responsibility.

8. Customer Data and our role

You own your Customer Data. We claim no ownership in it.

You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display and process Customer Data solely to provide, secure, support and improve the Service for you, and as otherwise permitted in our Privacy Policy.

For personal information within Customer Data, you are the controller (or “business”) and we are the processor (or “service provider”). We process that information on your documented instructions, which these Terms and your use of the Service constitute. We do not sell personal information and we do not use Customer Data to build or train general-purpose models.

We may generate aggregated, de-identified statistics from use of the Service — figures that do not identify you, any individual, or any customer of yours — and use them to operate and improve the Service. We will not publish anything that identifies you without your permission.

You are responsible for the accuracy, quality and legality of Customer Data, and for having the rights and permissions necessary for us to process it as described here.

Backups and export. We maintain routine backups, but you remain responsible for keeping your own copies of anything you cannot afford to lose. On request during your subscription, and for 30 days after termination, we will make your Customer Data available for export in a commonly used format. After that window we may delete it.

9. Your responsibilities and representations

You represent, warrant and agree that:

• You will use the Service in compliance with all applicable laws, and in accordance with our Acceptable Use Policy, which is part of these Terms.
• You have provided all notices and obtained all consents, authorizations and releases required by law for the data you put into the Service and for the monitoring, recording and processing the Service performs on your behalf — including from your employees and from your own customers.
• You have the right to access and to authorize us to access every third-party account, portal or feed you connect to the Service, and doing so does not breach your agreement with that third party.
• You will not use the Service to store or process payment card numbers, full Social Security numbers, government identification numbers beyond what the Service is designed to hold, health information, or other sensitive categories the Service is not designed for. Where the Service stores partial identifiers, you will limit their use to a lawful business purpose.
• You are solely responsible for decisions you make using the Service — what you pay people, what you report, what you file, and what you do with what you see.

10. Employment, payroll and wage-and-hour

This section matters. Read it.

You are the employer. We are not a payroll provider, a professional employer organization, an employer of record, a tax filer, a benefits administrator, or an accountant. The Service calculates figures — hours, commissions, incentives, payroll expense, gross profit — from data you supply and rules you configure.

You alone are responsible for:

• Compliance with all wage-and-hour law, including the Fair Labor Standards Act and every state and local equivalent — minimum wage, overtime, meal and rest breaks, rounding, off-the-clock work, pay-frequency and pay-statement rules, and final-pay rules.
• Whether your commission and incentive plans are lawful and enforceable where you operate, including any written commission agreement your state requires.
• Classifying workers correctly, calculating and remitting taxes, and making all filings.
• Verifying every figure before you pay it, report it, or file it. The Service does not verify that a calculation is legally correct for your jurisdiction, and configuring a rule in the Service is not advice that the rule is lawful.

Time-clock records, schedule records and approval trails in the Service are records you create. Keeping them accurate, and retaining them for the period the law requires, is your obligation.

11. Biometrics, cameras and recording

Some features can collect biometric identifiers (for example, a facial template used for time-clock verification) and some can capture video and analytics from cameras in your locations. These features are off unless you enable them, and enabling one is a decision with legal consequences that fall on you.

Before you enable any biometric feature, you must, at minimum:

• Inform each affected individual in writing that a biometric identifier is being collected or stored, and of the specific purpose and the length of time it will be collected, stored and used.
• Obtain a written release (or the consent your jurisdiction requires) from each affected individual before collection.
• Adopt and make available a written retention and destruction policy. Ours is published at Biometric Data Policy; you must adopt it or an equivalent as your own.
• Not sell, lease, trade or otherwise profit from a biometric identifier — this is prohibited outright in several states.

These duties come from laws including the Illinois Biometric Information Privacy Act (740 ILCS 14/1 et seq.), the Texas Capture or Use of Biometric Identifier Act, and Washington RCW 19.375. Several of them carry a private right of action and statutory damages per violation.

For cameras, video analytics and any recording feature, you are responsible for lawful placement and notice — including signage where required, avoiding areas where people have a reasonable expectation of privacy, and complying with recording and wiretap laws. Audio recording is materially riskier than video: many states require the consent of every party to a conversation, and violations can be criminal. Do not enable audio capture without legal advice specific to each state you operate in.

You will indemnify us for claims arising from your use of these features, as set out in section 18.

12. Third-party services and portal credentials

The Service connects to systems we do not control — carrier dealer portals, payment processors, distributors, messaging and email providers, mapping and review platforms, and AI providers.

Where you give us credentials or authorize a connection, you authorize us to access those systems as your agent, on your behalf, to retrieve and process your own data. You confirm that you are entitled to grant that authorization and that doing so does not violate your agreement with the third party. If a third party changes, restricts or blocks access, or changes its file formats, the affected functionality may stop working, and that is not a breach of these Terms by us.

Your use of a third-party service is governed by that party's own terms and privacy practices. We are not responsible for third-party services, their availability, or what they do with data you direct us to send them.

13. Messaging and notifications

The Service can send email and, where enabled, messages through the WhatsApp Business Platform or other channels. These are business notifications to your own people about their own work.

You are responsible for having a lawful basis and any required consent to send messages to the numbers and addresses you load into the Service, for honoring opt-outs promptly, and for compliance with the Telephone Consumer Protection Act, CAN-SPAM, and their state equivalents. Do not use the Service to send marketing or promotional messages to consumers.

14. Accuracy of figures; not professional advice

The Service computes estimates and reconciliations from data you supply and configurations you choose. A carrier's, processor's or distributor's own statement is the authoritative record of what you are owed and what you owe — a figure in the Service is a calculation about that record, not a substitute for it.

Some features use artificial intelligence to summarize or suggest. AI output can be wrong, incomplete or misleading, and must be reviewed by a competent person before it is relied upon.

Nothing in the Service is legal, tax, accounting, financial, or employment advice. Consult your own professionals.

15. Intellectual property

We and our licensors own the Service, the software, the Documentation, and all intellectual property in them. These Terms grant you a right to use the Service, not any ownership in it.

You will not, and will not permit anyone to: copy, modify or create derivative works of the Service; reverse engineer, decompile or disassemble it except to the extent that restriction is unenforceable by law; resell, sublicense, rent, or provide it as a service bureau to a third party; remove proprietary notices; access it to build a competing product; or use scraping, crawling or automated means to extract data other than through interfaces we provide.

If you send us feedback, suggestions or ideas, you grant us a perpetual, irrevocable, royalty-free license to use them without obligation or attribution.

16. Confidentiality

Each party may receive information the other treats as confidential. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to its personnel and advisors who need it and are bound by confidentiality obligations. This does not apply to information that is public through no fault of the receiver, was already known, is independently developed, or is rightfully received from a third party. A party may disclose confidential information where legally compelled, giving the other party reasonable prior notice where lawful.

17. Disclaimers and limitation of liability

These allocations of risk are a fundamental basis of the bargain between us and are reflected in our pricing.

18. Indemnification

By you. You will defend, indemnify and hold harmless MetricsPro, its officers, directors, employees and agents from any third-party claim, demand, proceeding, loss, liability, damage, fine, penalty, cost or expense (including reasonable legal fees) arising out of or relating to: (a) Customer Data, including any claim that it infringes rights or was collected or used unlawfully; (b) your use of the Service in breach of these Terms or applicable law; (c) any claim by an employee, contractor, applicant or former worker of yours, including claims about wages, hours, commissions, monitoring, recording, or biometric data; (d) any claim by a customer of yours; (e) any claim by a carrier, processor, distributor or other third party relating to a connection or credentials you authorized; and (f) your failure to give a notice or obtain a consent, authorization or release required by law.

By us. We will defend you against a third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that third party's US patent, copyright or trademark, and will pay damages finally awarded or amounts we agree in settlement. This does not apply to claims arising from Customer Data, from your configurations, from use in combination with anything we did not supply, or from use after we tell you to stop. If the Service becomes, or we believe it may become, the subject of such a claim, we may procure the right to continue, modify it, or terminate the affected part and refund prepaid unused fees. This paragraph states our entire liability for infringement claims.

The party seeking indemnity must give prompt notice, allow the other party to control the defense, and provide reasonable cooperation. No settlement that imposes an obligation on the indemnified party may be made without its consent.

19. Suspension and termination

We may suspend your access, in whole or in part, where: you are past due on payment; your use threatens the security, integrity or availability of the Service or another customer; we reasonably believe your use is unlawful; or we are required to by law. We will give notice where practicable and restore access once the cause is resolved.

On termination for any reason: your right to use the Service ends; you must pay all amounts owed through the end of the term; and the export window in section 8 applies. Sections that by their nature should survive — including 8, 14, 15, 16, 17, 18, 20 and 22 — survive termination.

20. Dispute resolution and arbitration

Informal resolution first. Before starting a formal proceeding, the parties will try in good faith to resolve the dispute for 30 days after written notice describing it.

Binding arbitration. Except as stated below, any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association under its commercial arbitration rules, before a single arbitrator, seated in Mineola, New York. Judgment on the award may be entered in any court of competent jurisdiction.

Class action and jury waiver. DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION. If this waiver is held unenforceable as to a particular claim, that claim will proceed in court and the rest of this section still applies.

Exceptions. Either party may bring an individual claim in small-claims court, and either party may seek injunctive or other equitable relief in court to protect intellectual property or confidential information.

Time limit. Any claim must be brought within one year after it arises, or it is permanently barred, to the extent the law permits.

21. Copyright (DMCA)

If you believe material accessible through the Service infringes your copyright, send a notice containing the elements required by 17 U.S.C. § 512(c)(3) to our designated agent: Copyright Agent, IT Solutions of LI Inc, 13 Herzog Place, Hicksville, NY 11801, sales@itsolutionsli.com. We will respond as the law requires, and we may terminate the accounts of repeat infringers.

22. General terms

Governing law. These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws rules. Subject to section 20, the state and federal courts located in Nassau County, New York have exclusive jurisdiction, and each party consents to that venue. The UN Convention on Contracts for the International Sale of Goods does not apply.

Changes. We may update these Terms. For material changes we will give notice — by email to your account administrator, or in the Service — at least 30 days before they take effect. Continuing to use the Service after that means you accept the change; if you do not accept, stop using the Service and tell us before the effective date.

Force majeure. Neither party is liable for a failure caused by something beyond its reasonable control — including outages of infrastructure providers or third-party systems, network failures, natural events, and acts of government.

Assignment. Neither party may assign these Terms without the other's consent, except that either may assign to a successor in a merger or sale of substantially all assets.

Publicity. We will not use your name or logo publicly without your prior written consent.

Export and government use. You will comply with all export control and sanctions laws. The Service is “commercial computer software”; US government users receive only the rights granted to all other users, per FAR 12.212 and DFARS 227.7202.

Notices. Notices to us go to the address in section 23; notices to you go to the email address of your account administrator.

Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.

Severability and waiver. If a provision is unenforceable, it is modified to the minimum extent necessary and the rest remains in force. A failure to enforce is not a waiver.

Entire agreement. These Terms, the Acceptable Use Policy, the Privacy Policy, the EULA and any order form are the entire agreement between the parties on this subject, and supersede all prior discussions. Any purchase-order terms you issue are of no effect.

23. Contact

IT Solutions of LI Inc
13 Herzog Place
Hicksville, NY 11801
Email: sales@itsolutionsli.com