Terms and Conditions

Effective Date: October 27, 2025

Last Updated: October 27, 2025

1. Acceptance of Terms

By creating an account, accessing our platform, or using any of our services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy. These Terms constitute a legally binding agreement between you ("Customer," "you," or "your") and MetricHelper ("we," "us," or "our").

2. Service Description

MetricHelper provides cloud-based analytics software and services designed specifically for optometry practices. Our platform:

• Integrates with Electronic Health Record (EHR) systems
• Analyzes practice data including appointments, inventory, billing, ledger, billing codes, and specialized testing
• Provides dashboards, reports, and actionable insights
• Offers customizable analytics solutions

The specific features available to you depend on your subscription plan.

3. Account Registration and Eligibility

3.1 Eligibility

You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of your practice or organization. By using our services, you represent and warrant that you meet these requirements.

3.2 Account Creation

To use our services, you must create an account by providing accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach
• Ensuring your account information remains accurate and up-to-date

4. User Obligations and Acceptable Use

4.1 Lawful Use

You agree to use our services only for lawful purposes and in accordance with these Terms. You will not:

• Violate any applicable laws or regulations
• Infringe upon the rights of others
• Use the services to transmit harmful, offensive, or illegal content
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the integrity or performance of our services
• Reverse engineer, decompile, or disassemble our software
• Use automated systems (bots, scrapers) without our explicit written permission
• Resell, sublicense, or redistribute our services without authorization

4.2 Data Accuracy and Permissions

You represent and warrant that:

• You have the necessary rights and permissions to share patient and practice data with MetricHelper
• Your use of our services complies with HIPAA and other applicable healthcare regulations
• You have obtained all necessary consents from patients for data processing
• The data you provide is accurate and lawfully obtained

5. Data Ownership and Usage

5.1 Your Data

You retain all ownership rights to the data you provide to MetricHelper ("Customer Data"). By using our services, you grant us a limited, non-exclusive license to access, process, and analyze your Customer Data solely for the purpose of providing our services.

5.2 Our Use of Data

We will:

• Process your data only as necessary to provide our services
• Not sell or share your data with third parties for their marketing purposes
• Use de-identified, aggregated data for product improvement and industry benchmarking
• Maintain appropriate security measures to protect your data

5.3 De-Identified Data

We may create de-identified, aggregated data from Customer Data. This de-identified data does not identify you or your patients and may be used by MetricHelper for analytics, research, and product improvement purposes.

6. Subscription and Payments

6.1 Subscription Plans

Our services are provided on a subscription basis. Subscription plans, features, and pricing are available on our website or upon request.

6.2 Billing

You agree to pay all fees associated with your subscription plan. Unless otherwise specified:

• Subscriptions are billed monthly or annually in advance
• Payment is due upon receipt of invoice
• All fees are non-refundable except as required by law
• Late payments may result in service suspension

6.3 Price Changes

We reserve the right to modify our pricing. We will provide at least 30 days' notice of any price increases for existing customers. Continued use of our services after a price change constitutes acceptance of the new pricing.

6.4 Taxes

All fees are exclusive of applicable taxes, which you are responsible for paying.

7. Service Availability and Modifications

7.1 Service Availability

While we strive to provide uninterrupted service, we do not guarantee that our services will be:

• Available at all times without interruption
• Free from errors, viruses, or other harmful components
• Secure or immune from unauthorized access

We may perform scheduled maintenance that temporarily affects service availability. We will provide advance notice when possible.

7.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time, with or without notice. We will not be liable for any modification, suspension, or discontinuance of services.

8. Intellectual Property Rights

8.1 Our Intellectual Property

All content, features, and functionality of MetricHelper services, including but not limited to:

• Software, code, and algorithms
• Text, graphics, logos, and designs
• Data visualizations and reports templates
• Trademarks and brand elements

are owned by MetricHelper and are protected by copyright, trademark, patent, and other intellectual property laws.

8.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our services in accordance with these Terms. This license does not include the right to:

• Copy, modify, or create derivative works
• Distribute, sell, or sublicense our services
• Reverse engineer or attempt to extract source code

9. Confidentiality

Both parties agree to maintain the confidentiality of any confidential information received from the other party. This obligation survives termination of these Terms.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• MetricHelper shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses
• Our total liability shall not exceed the amount you paid to MetricHelper in the 12 months preceding the claim
• We are not liable for any failure or delay due to circumstances beyond our reasonable control

11. Indemnification

You agree to indemnify, defend, and hold harmless MetricHelper, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:

• Your use of our services
• Your violation of these Terms
• Your violation of any third-party rights
• Your Customer Data

12. Termination

12.1 Termination by You

You may terminate your account at any time by contacting us. Upon termination:

• Your access to services will cease at the end of your billing period
• No refunds will be provided for unused portions of your subscription
• You remain responsible for any outstanding fees

12.2 Termination by Us

We may suspend or terminate your access immediately, without prior notice, if:

• You breach these Terms
• Your account is delinquent on payments for more than 30 days
• Your use of services poses a security risk
• Required by law or regulatory authority

12.3 Effect of Termination

Upon termination:

• All licenses granted to you terminate immediately
• You must cease all use of our services
• We may delete your data in accordance with our data retention policy
• Provisions that by their nature should survive termination remain in effect

13. Warranty Disclaimer

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that:

• Our services will meet your specific requirements
• Our services will be uninterrupted, timely, secure, or error-free
• Results obtained from our services will be accurate or reliable
• Any errors will be corrected

14. Governing Law and Dispute Resolution

14.1 Governing Law

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

14.2 Dispute Resolution

Any disputes arising from these Terms or our services shall be resolved through:

• Good faith negotiations between the parties
• If negotiations fail, mediation in Denton County, Texas
• If mediation fails, binding arbitration in accordance with the American Arbitration Association rules

14.3 Jurisdiction

You agree to submit to the personal jurisdiction of the state and federal courts located in Denton County, Texas for any actions not subject to arbitration.

15. Changes to These Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on our website
• Updating the "Last Updated" date
• Sending you email notification (for material changes)

Your continued use of our services after changes become effective constitutes acceptance of the modified Terms. If you do not agree to the changes, you must discontinue use of our services.

16. Miscellaneous

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices published by us, constitute the entire agreement between you and MetricHelper.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

16.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

16.5 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

16.6 Force Majeure

We will not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor strikes, or internet/telecommunication failures.

17. Contact Information

If you have questions about these Terms and Conditions, please contact us: