TERMS OF SERVICE
Effective Date: February 13, 2026
These Terms of Service ("Terms") are a legal agreement between you ("Customer," "you," or "your") and Superior Street Group Inc., a Wisconsin corporation doing business as Valmetric ("Valmetric," "we," "us," or "our"). By accessing or using the Valmetric platform, you agree to be bound by these Terms.
If you are agreeing to these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you may not use the Service.
1. DEFINITIONS
"Service" means the Valmetric web-based pricing management platform, including all features, functionality, and related documentation.
"Customer Data" means any data, content, or information that you upload, submit, or otherwise provide to the Service, including pricing data, product catalogs, discount schedules, and quote information.
"User" means any individual who accesses the Service under your account.
"Subscription Term" means the period during which you have paid access to the Service, as specified in your order or subscription.
"Documentation" means the user guides, help articles, and other documentation we make available for the Service.
2. THE SERVICE
2.1 Access. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to access and use the Service during your Subscription Term for your internal business purposes.
2.2 Users. You may authorize Users to access the Service under your account. You are responsible for all activity under your account and for ensuring that Users comply with these Terms.
2.3 Restrictions. You may not (and may not permit anyone to):
- License, sublicense, sell, resell, rent, lease, or otherwise make the Service available to third parties;
- Modify, copy, or create derivative works based on the Service;
- Reverse engineer, disassemble, or decompile the Service;
- Access the Service to build a competitive product or service;
- Use the Service to store or transmit malicious code;
- Interfere with or disrupt the integrity or performance of the Service;
- Attempt to gain unauthorized access to the Service or its related systems;
- Use the Service in violation of applicable law.
2.4 Service Modifications. We may update or modify the Service from time to time. We will provide reasonable notice of material changes that negatively affect your use of the Service.
2.5 AI-Powered Features. The Service includes AI-powered features (such as the Setup Assistant) that generate suggested pricing structures and configurations. These suggestions are provided for informational purposes only. You are solely responsible for reviewing, validating, and approving any AI-generated pricing structures, quotes, or configurations before use. We do not warrant the accuracy, completeness, or suitability of AI-generated outputs for any particular purpose.
3. CUSTOMER DATA
3.1 Ownership. You retain all right, title, and interest in your Customer Data. We do not claim ownership of your Customer Data.
3.2 License to Us. You grant us a limited license to use, process, and display your Customer Data solely as necessary to provide and improve the Service. This license is non-exclusive, worldwide, and royalty-free.
3.3 Data Security. We implement reasonable administrative, technical, and physical safeguards designed to protect Customer Data. Our security practices are described in our Privacy Policy.
3.4 Data Portability. Upon your written request, we will provide an export of your Customer Data in a standard format (e.g., CSV or JSON) at no charge.
3.5 Data Deletion. Upon termination of your account, we will delete your Customer Data within 90 days, except as required to comply with legal obligations or as described in our Privacy Policy.
4. PRIVACY
Our collection and use of personal information is described in our Privacy Policy. By using the Service, you acknowledge that you have read and understand our Privacy Policy.
5. FEES AND PAYMENT
5.1 Fees. You agree to pay the fees specified at the time of your subscription. Fees are quoted in U.S. dollars unless otherwise stated.
5.2 Billing. We bill in advance on a cadence defined at time of purchase. Fees are non-refundable except as expressly stated in Section 6.6 of these Terms.
5.3 Payment Processing. Payments are processed by our third-party payment processor. By providing payment information, you authorize us to charge your payment method for all fees incurred.
5.4 Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes, except for taxes based on our net income.
5.5 Late Payment. If payment is not received by the due date, we may suspend access to the Service until payment is received. We may also charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.
5.6 Price Changes. We may change our pricing with 30 days' notice. Price changes will take effect at the start of your next Subscription Term.
6. TERM AND TERMINATION
6.1 Term. These Terms are effective when you first accept them and continue until your subscription is terminated.
6.2 Termination for Convenience.
- Monthly subscriptions: Either party may cancel at any time. Cancellation takes effect at the end of the current billing period.
- Annual or other non-monthly subscriptions: Either party may terminate at the end of the then-current Subscription Term by providing written notice at least 30 days before renewal.
6.3 Termination for Breach. Either party may terminate immediately if the other party materially breaches these Terms and fails to cure such breach within 30 days of receiving written notice.
6.4 Termination by Us. We may suspend or terminate your access immediately if:
- You violate Section 2.3 (Restrictions) or Section 12 (Acceptable Use);
- Your use poses a security risk to the Service or other customers;
- We are required to do so by law.
6.5 Effect of Termination. Upon termination:
- Your right to access the Service ends immediately;
- You remain liable for any fees incurred before termination;
- Sections 3.1, 7, 8, 9, 10, 11, and 13 survive termination.
6.6 Refunds on Termination. If we terminate for our convenience or you terminate due to our uncured material breach, we will refund any prepaid fees for the unused portion of your Subscription Term. No refund is due if you terminate for convenience or we terminate due to your breach.
7. INTELLECTUAL PROPERTY
7.1 Our IP. We (and our licensors) own all right, title, and interest in the Service, including all software, technology, designs, and documentation. These Terms do not grant you any rights to our trademarks or branding.
7.2 Feedback. If you provide suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without compensation to you.
7.3 Aggregated Data. We may collect and use aggregated, anonymized data derived from your use of the Service for purposes such as improving the Service, benchmarking, and research. Such data will not identify you or any individual.
8. CONFIDENTIALITY
8.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
8.2 Obligations. Each party agrees to:
- Protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care);
- Use Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms;
- Not disclose Confidential Information to third parties except to employees, contractors, or agents who need to know and are bound by confidentiality obligations at least as protective as these.
8.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was known to the receiving party before disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is disclosed with the disclosing party's prior written approval.
8.4 Required Disclosure. A party may disclose Confidential Information if required by law, provided it gives the other party reasonable advance notice (where legally permitted) to allow them to seek a protective order.
9. WARRANTIES AND DISCLAIMERS
9.1 Our Warranties. We warrant that:
- The Service will perform materially in accordance with the Documentation;
- We have the right to provide the Service to you;
- We will provide the Service in compliance with applicable laws.
9.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 9.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
9.3 Beta Features. If we offer beta or preview features, they are provided "AS IS" without warranty. We may discontinue beta features at any time without notice.
10. LIMITATION OF LIABILITY
10.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10.3 Exceptions. The limitations in this Section 10 do not apply to: (a) either party's breach of confidentiality obligations; (b) either party's indemnification obligations; (c) Customer's payment obligations; (d) liability arising from a party's gross negligence or willful misconduct; or (e) liability that cannot be limited by law.
11. INDEMNIFICATION
11.1 Indemnification by Us. We will defend, indemnify, and hold you harmless from any third-party claim alleging that your authorized use of the Service infringes a third party's intellectual property rights, and we will pay any resulting damages or settlement. This obligation does not apply if the claim arises from: (a) your modification of the Service; (b) your combination of the Service with other products not provided by us; (c) your use of the Service in violation of these Terms; or (d) your Customer Data.
11.2 Indemnification by You. You will defend, indemnify, and hold us harmless from any third-party claim arising from: (a) your Customer Data; (b) your violation of these Terms; or (c) your violation of applicable law.
11.3 Procedure. The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation. The indemnified party may participate in the defense at its own expense.
12. ACCEPTABLE USE
You agree not to use the Service to:
- Violate any applicable law or regulation;
- Infringe or misappropriate any third party's intellectual property or other rights;
- Upload or transmit any data that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable;
- Transmit malware, viruses, or other malicious code;
- Interfere with other customers' use of the Service;
- Attempt to gain unauthorized access to any systems or networks;
- Use the Service for any purpose other than your internal business operations;
- Resell, sublicense, or provide the Service to third parties;
- Benchmark or perform competitive analysis of the Service without our prior written consent.
We may suspend your access immediately if we reasonably believe you are violating this Section.
13. GENERAL PROVISIONS
13.1 Governing Law. These Terms are governed by the laws of the State of Wisconsin, without regard to its conflict of law principles.
13.2 Dispute Resolution. Any dispute arising out of these Terms will be resolved in the state or federal courts located in Milwaukee County, Wisconsin, and each party consents to the exclusive jurisdiction of those courts.
13.3 Notices. Notices must be in writing and will be deemed received when delivered personally, when sent by confirmed email, or three days after being sent by certified mail. Notices to us should be sent to: 2895 S Superior St, Milwaukee, WI 53207 or help@valmetric.com.
13.4 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
13.5 Entire Agreement. These Terms, together with the Privacy Policy and any Order Forms, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements and understandings.
13.6 Amendments. We may update these Terms by posting a revised version on our website. Material changes will be effective 30 days after posting or upon your next login, whichever is later. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms.
13.7 Severability. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.
13.8 Waiver. A party's failure to enforce any provision of these Terms is not a waiver of its right to enforce that provision later.
13.9 Force Majeure. Neither party will be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or internet service failures.
13.10 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship.
14. CONTACT US
If you have questions about these Terms, please contact us at:
Superior Street Group Inc. d/b/a Valmetric
2895 S Superior St., Milwaukee, WI 53207