Terms: Master Services Agreement

This Master Services Agreement (“Agreement”) is between Forte Systems, Inc., doing business as Quotametrics (“Quotametrics,” “we,” “us,” “our”), and the organization that signs up for or uses the Quotametrics platform (“Customer,” “you,” “your”).

By creating an account, executing an order, or using the Quotametrics sales analytics platform and related services (the “Services”), you agree to this Agreement. If you are accepting on behalf of an organization, you represent that you have authority to bind it.

Quotametrics provides sales analytics, commission, quota, and revenue operations tools for managed service providers, delivered through integration with your ConnectWise Manage instance and other authorized data sources.

2.1 Best-Effort Basis

The Services are provided on a best-effort basis. We work to keep the Services available and accurate, but we do not guarantee uninterrupted, error-free, or timely operation, and no service level agreement or uptime commitment applies unless we agree to one in writing.

2.2 Changes and Maintenance

We may update, modify, or discontinue features, and may perform maintenance that temporarily affects availability. We will make reasonable efforts to avoid material reductions in core functionality.

2.3 Third-Party Dependencies

The Services depend on third-party systems, including ConnectWise, cloud infrastructure, and AI providers. Changes to, or outages of, those systems may affect the Services, and we are not responsible for them.

3.1 Month-to-Month

Unless a separate written order states otherwise, the Services are provided on a month-to-month basis. The term renews automatically at the start of each billing month until terminated by either party.

3.2 Fees and Payment

• Fees are as described on our pricing page or in your order, and are billed in advance monthly.
• Invoices are due upon receipt unless your order states otherwise.
• Fees are non-refundable, and exclude taxes, which you are responsible for.
• We may change pricing with at least 30 days' notice, effective at your next billing month.

3.3 Non-Payment

If any amount is not paid when due, we may send notice of non-payment. If the balance remains unpaid after 10 days from that notice, we may suspend access to the Services. Continued non-payment may lead to termination of the Services and deletion of your data in accordance with Section 4. You remain responsible for all fees incurred up to termination.

4.1 By You

You may cancel at any time by written notice to hello@quotametrics.com. Cancellation takes effect at the end of the then-current billing month, and no partial-month refunds are provided.

4.2 By Quotametrics

We may suspend or terminate the Services:

• For non-payment, as described in Section 3.3
• For material breach of this Agreement that is not cured within 10 days of notice
• Immediately, if your use threatens the security or integrity of the Services or violates law
• For convenience, with 30 days' written notice

4.3 Effect of Termination

Upon termination, your access ends and we will delete or de-identify your data as described in our Privacy Policy. You may request an export of your data before termination takes effect.

• Provide accurate account information and keep credentials confidential
• Authorize and maintain valid API access to your ConnectWise Manage instance
• Ensure you have the right to share the data you connect to the Services
• Use the Services only for lawful business purposes and not interfere with their operation
• Review outputs, including AI-generated content, before relying on them for business decisions

You retain ownership of the data you connect to the Services (“Customer Data”). You grant us a limited license to process Customer Data solely to provide and support the Services. We handle personal information in accordance with our Privacy Policy.

Some features, such as prospect discovery, enrichment, and data mining, use artificial intelligence and third-party data. These outputs may be incomplete or inaccurate. They are provided for informational purposes, and you are responsible for verifying them and for your own outreach and compliance with applicable laws.

Quotametrics and its licensors own all rights in the Services, including software, designs, and trademarks. We grant you a limited, non-exclusive, non-transferable right to use the Services during the term for your internal business purposes. You may not copy, resell, reverse engineer, or create derivative works of the Services.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, QUOTAMETRICS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted or error-free, that data, calculations, commission figures, or forecasts will be accurate or complete, or that any particular business result will be achieved. You are responsible for validating any financial or compensation figures before acting on them.

TO THE FULLEST EXTENT PERMITTED BY LAW, QUOTAMETRICS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING FROM THIS AGREEMENT OR THE SERVICES.

OUR TOTAL LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE FEES YOU PAID TO US FOR THE SERVICES IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

You agree to indemnify and hold Quotametrics harmless from claims arising from your Customer Data, your use of the Services in violation of this Agreement or applicable law, or your outreach and business activities conducted using the Services.

Each party will protect the other's non-public business and technical information with reasonable care, use it only to perform under this Agreement, and not disclose it except as required by law or to advisors and providers bound by similar obligations.

• Governing Law: This Agreement is governed by the laws of the State of California, without regard to conflict-of-law rules. Venue lies in the state or federal courts located in Contra Costa County, California.
• Changes: We may update this Agreement with 30 days' notice. Continued use after the effective date constitutes acceptance.
• Entire Agreement: This Agreement, together with any signed order and our Privacy Policy, is the entire agreement and supersedes prior discussions.
• Assignment: You may not assign this Agreement without our written consent. We may assign it in connection with a merger or sale of the business.
• Force Majeure: Neither party is liable for delays caused by events beyond its reasonable control.
• Severability: If a provision is unenforceable, the remainder stays in effect.

Questions about this Agreement or your account: