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Last Updated: March 30, 2026
1. Acceptance of Terms
By accessing or using the software-as-a-service scheduling platform provided by nMetric, LLC ("Provider," "we," or "us"), you ("Customer" or "you") agree to be bound by these Terms of Service ("Terms"), our Privacy Notice, and our Data Processing Addendum, all of which are incorporated herein by reference and collectively govern your use of the Service. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and to accept these Terms, the Privacy Notice, and the Data Processing Addendum on behalf of such entity.
1.1 Consent to Electronic
Communications
By creating an account or using the Service, you consent to receive all communications from us electronically, including but not limited to notices, disclosures, agreements, and other communications that we may be required to provide to you by law. You agree that all such electronic communications satisfy any legal requirement that such communications be made in writing, whether via in-app notification, email to the address associated with your account, or posting on the Service. You may withdraw your consent to receive electronic communications by contacting us at privacy@nmetric.com. Withdrawal of consent may result in the termination of your account or restriction of your access to the Service, as we may be unable to provide the Service without the ability to communicate with you electronically.
1.2 Modifications to Terms
These Terms may be modified by Provider at its sole discretion from time to time. If we make material changes to these Terms, we will notify you by at least one of the following methods: (a) posting a prominent notice within the Service; or (b) sending an email to the address associated with your account. We will provide such notice at least thirty (30) days before the effective date of the material changes, except where a shorter notice period is necessary due to legal or regulatory requirements, security concerns, or urgent operational needs. We will also update the "Last Updated" date at the top of these Terms. Your continued access or use of the Service after the effective date of the updated Terms constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop accessing or using the Service before the effective date.
2. Access and Use of the
Service
2.1 License Grant
Subject to your compliance with these Terms and payment of applicable fees, Provider grants you a limited, non-exclusive, non-transferable right to access and use the Service for your internal business purposes (specifically for resource planning, scheduling, and operational management).
2.2 Service Availability
Provider will use commercially reasonable efforts to make the Service generally available twenty-four (24) hours a day, seven (7) days a week, except for: (a) scheduled maintenance, of which Provider will make commercially reasonable efforts to provide advance notice via the Service or by email, and which Provider will schedule, to the extent reasonably practicable, during non-peak hours; (b) emergency maintenance required to address security vulnerabilities, critical bugs, or other urgent operational needs, which may be performed without advance notice; and (c) any unavailability caused by circumstances beyond Provider's reasonable control, including but not limited to Force Majeure Events, failures of third-party infrastructure or service providers, or network intrusions or denial-of-service attacks.
Provider does not guarantee uninterrupted, error-free, or secure access to the Service and shall not be liable for any interruption, delay, or performance degradation of the Service, except to the extent such liability cannot be excluded under applicable law. The foregoing undertaking shall not apply to the extent of any non-conformance caused by use of the Service contrary to Provider's instructions, or modification or alteration of the Service by any party other than Provider.
2.3 Beta and Preview
Features
Provider may, from time to time, offer certain features, tools, or services that are designated as "beta," "preview," "early access," "experimental," or similar labels (collectively, "Beta Features"). Beta Features are provided for testing and evaluation purposes and may not be complete, fully functional, or error-free. By accessing or using any Beta Feature, you acknowledge and agree that: (a) Beta Features are provided "as is" and "as available," without any warranty of any kind, express or implied; (b) Beta Features may be modified, suspended, or discontinued at any time, without prior notice, and Provider shall have no liability to you for any such modification, suspension, or discontinuation; (c) Provider may collect additional data about your use of Beta Features for the purpose of evaluating, improving, and developing the Service, as described in our Privacy Notice; and (d) any feedback, suggestions, or ideas you provide regarding Beta Features may be used by Provider without restriction or compensation.
2.4 Restrictions
You shall not: (a) reverse engineer, decompile, or disassemble the Service; (b) use the Service to build a competitive product; (c) resell or sublicense the Service to a third party; (d) use the Service in any manner that violates applicable law; or (e) use the Service to process data in a manner that unlawfully discriminates against any individual or group.
2.5 Authorized Users
You are responsible for all activities that occur under your user accounts. You agree to safeguard your passwords and notify us immediately of any unauthorized use.
3. Data Ownership and
Responsibilities
3.1 Customer Data
You retain all rights, title, and interest in and to the data you upload to the Service, including but not limited to Resource Details, Bills of Materials (BOMs), Routing Instructions, Order Details, and Customer Names ("Customer Data").
3.2 License to Host
You grant Provider a worldwide, royalty-free license to host, copy, transmit, and display Customer Data solely as necessary to provide the Service to you (e.g., to run the scheduling algorithms).
3.3 Scheduling Output &
Accuracy
The Service utilizes our patented AI Genetic Algorithm technology and acts as a decision-support tool. While we strive for accuracy in our scheduling algorithms, you acknowledge that:
a. The Service depends on the accuracy of the data you provide.
b. AI-generated outputs, including schedules, resource assignments, scenario analyses, and predictions, are recommendations and should be verified by qualified personnel before implementation (e.g. assigning trained personnel to oversee scheduling decisions, retain ability to override or disregard AI outputs, and implement procedures to intervene when needed).
c. You are solely responsible for verifying the feasibility and accuracy of any schedules, BOMs, or routing plans generated by the Service before implementing them in your physical operations.
d. Provider is not liable for manufacturing delays, resource conflicts, or financial losses resulting from reliance on the Service's output without appropriate human review.
3.4 Customer
Responsibilities for Data Privacy Compliance
When using the Service, Customer is the Data Controller with respect to any personal data uploaded to or processed through the Service. Customer is responsible for:
a. Ensuring that all personal data uploaded to the Service has been collected lawfully and that Customer has provided all required notices and obtained all necessary consents.
b. Responding to data subject requests from individuals whose personal data is processed through the Service.
c. Conducting data protection assessments where required by applicable law for processing activities that present a heightened risk of harm.
d. Complying with applicable laws governing automated decision-making and profiling, including providing required notices and opt-out mechanisms to individuals.
e. Ensuring that use of the Service's AI features does not result in algorithmic discrimination or unlawful disparate impact on individuals or protected groups.
4. Artificial Intelligence
Disclosure
4.1 AI Technology Disclosure
The Service incorporates our patented AI Genetic Algorithm technology, which processes operational data to generate scheduling recommendations, resource matching, and optimization outputs. This technology functions as a decision-support tool that analyzes data you provide and produces scheduling recommendations for your review. The AI Genetic Algorithm does not make autonomous decisions, interact directly with end users, or process data for purposes beyond scheduling optimization. By using the Service, you acknowledge that scheduling outputs are generated by this AI-powered system and should be reviewed by qualified personnel before implementation.
4.2 Customer
Responsibilities
Routine scheduling optimization using the Service does not constitute a "consequential decision" under applicable AI laws. However, if Customer uses scheduling outputs to make or substantially influence decisions that produce legal or similarly significant effects on individuals (beyond routine work scheduling), Customer is responsible for complying with applicable laws, including:
a. Notify affected individuals that AI is being used to make or assist in making such decisions.
b. Provide affected individuals with information about how to contest or appeal adverse decisions.
c. Ensure human review of consequential automated decisions where required by law.
d. Comply with applicable AI governance laws, including maintaining risk management policies and conducting impact assessments where required.
4.3 Worker Notification
Where required by applicable law, Customer shall provide appropriate notice to workers' representatives and affected workers before deploying the scheduling system.
5. Intellectual Property
5.1 Provider IP
Provider retains all rights to the Service, including the underlying software, source code, AI Genetic Algorithm technology, scheduling algorithms, methodologies, and visual interfaces.
5.2 Feedback
If you provide suggestions or feedback regarding the Service, Provider is free to use such feedback without obligation or compensation to you.
6. Confidentiality
Each party agrees to protect the other’s "Confidential Information" (which includes your BOMs/routing data and our pricing/technical specifications) with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
7. Payment and Subscription
· Fees: Services are billed on a Monthly or Annual basis.
· Payment: Payments are due upon receipt of invoice or processed automatically via credit card.
· Taxes: You are responsible for all applicable taxes.
7.1 Subscription Term and
Auto-Renewal
Your subscription will continue for the length of the initial term selected in your Service Order. At the end of your prepaid term, your subscription will automatically renew for additional periods of the same length unless you choose to cancel prior to that renewal. Provider reserves the right to change the subscription fees with respect to a renewal term upon at least thirty (30) days' prior notice. Your account will automatically be charged at the rates in effect at the time of renewal.
7.2 Cancellation
In order to cancel your subscription or auto-renewal, you must provide written notice to Provider no later than thirty (30) days prior to the date of renewal. You may cancel by: (a) emailing us at support@nmetric.com; or (b) by mail to nMetric, LLC at the address set forth below. All fees are non-refundable and non-cancellable, even if termination occurs prior to the expiration of the then-current term. If you cancel, you will be obligated to pay any outstanding fees owed at such time.
7.3 Annual Reminder
For annual automatic renewal agreements, Provider will send you an annual reminder disclosing the applicable subscription, the amount and frequency of charges, and instructions on how to cancel. Provider will provide such notice by email to the address associated with your account at least thirty (30) days before the renewal date.
8. Term and Termination
8.1 Term
This agreement commences on the date you first accept it and continues until your subscription expires or is terminated.
8.2 Termination for
Convenience
You may cancel your subscription at any time by providing notice to us. No refunds are provided for partial months.
8.3 Termination for Cause
We may terminate your access immediately if you violate Section 2.4 (Restrictions), Section 4 (AI Disclosures and Compliance), or fail to pay fees.
9. Disclaimers
THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
PROVIDER DOES NOT WARRANT THAT AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR FREE FROM BIAS. CUSTOMER IS RESPONSIBLE FOR REVIEWING AND VERIFYING ALL AI-GENERATED RECOMMENDATIONS BEFORE IMPLEMENTATION.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR MANUFACTURING TIME). PROVIDER’S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT.
11. Indemnification
Customer agrees to indemnify, defend, and hold harmless Provider from any claims, damages, or expenses (including reasonable attorney's fees) arising from: (a) Customer's use of the Service in violation of these Terms; (b) Customer's violation of applicable data privacy or AI laws; (c) any claim that Customer's use of the Service resulted in unlawful algorithmic discrimination; or (d) any claim arising from Customer's failure to obtain required consents or provide required notices to individuals.
12. Dispute Resolution and
Binding Arbitration
(a) Informal Resolution. Before initiating any legal proceeding, the party raising a dispute must notify the other party in writing, including a description of the dispute, relevant dates, and the requested relief. The parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiations for a period of thirty (30) days before initiating any formal proceeding. The statute of limitations and any filing fee deadlines shall be tolled while both parties engage in this informal dispute resolution process.
(b) Binding Arbitration. If the dispute has not been resolved within thirty (30) days of delivery of the disputing party's notice, then the exclusive procedure for resolving the dispute shall be arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules before one arbitrator in Wilmington, Delaware. The arbitration shall be confidential and is governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. Absent good cause or the parties' agreement, the award shall be rendered within six months of the arbitrator's selection. The arbitrator shall award reasonable attorneys' fees and costs to the prevailing party. Judgment on the award rendered by the arbitrator may be entered only in the state or federal courts in Delaware, which shall be the exclusive venue for any court action arising out of any arbitration or judgment. Each party consents to personal jurisdiction and venue in those courts.
(c) CLASS ACTION WAIVER. YOU AND PROVIDER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Unless both parties agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of representative, class, or collective proceeding. If this class action waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
(d) Exceptions. The only exceptions to the exclusive procedure of arbitration are that: (i) either party may bring in the state or federal courts in Delaware an action for injunctive relief pending arbitration; (ii) neither party may submit to arbitration any dispute related to the validity, scope, enforceability, inventorship, or ownership of any patent, trademark, service mark, or copyright; and (iii) either party may bring an individual action in Small Claims Court for any dispute within that court's jurisdiction.
13. General Provisions
· Governing Law: This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law principles.
· Force Majeure: Neither party is liable for failure to perform due to causes beyond its reasonable control (e.g., internet outages, natural disasters).
· Entire Agreement: These Terms, together with the Privacy Notice and Data Processing Addendum, constitute the entire agreement between the parties.
· Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.
· Assignment: Customer may not assign or transfer this Agreement or any rights hereunder without Provider's prior written consent. Provider may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
· Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon: (a) personal delivery; (b) the second business day after mailing via certified mail, return receipt requested; or (c) the first business day after sending by email with confirmation of receipt. Notices to Provider shall be sent to support@nmetric.com or such other address as Provider may designate. Notices to Customer shall be sent to the email address associated with Customer's account.
· Export Compliance: You agree not to export or re-export, directly or indirectly, the Service and/or other information or materials provided by Provider to any country requiring an export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, the Service may not be exported or re-exported: (a) into any U.S.-embargoed countries or any country designated by the U.S. Government as a "terrorist-supporting" country; or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. You represent and warrant that you are not located in any such country or on any such list.
· U.S. Government Restricted Rights: The Service and related documentation are "Commercial Items," as defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. The Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users only as Commercial Items and with only those rights granted to all other end users pursuant to the terms and conditions herein.
· Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision or any other provision of this Agreement in the future.
· Survival: The following provisions shall survive any termination or expiration of this Agreement: Section 3 (Data Ownership and Responsibilities), Section 5 (Intellectual Property), Section 6 (Confidentiality), Section 9 (Disclaimers), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12 (Dispute Resolution and Binding Arbitration), and this Section 13 (General Provisions).
