Welcome to Core Metric. These Terms of Service ("Terms" or "Agreement") govern your access to and use of the B2B client acquisition infrastructure, territory management, and outbound appointment-generation engine operated by Core Metric LLC, a Minnesota limited liability company ("Core Metric," "we," "us," or "our"). By completing checkout, submitting an onboarding intake form, or engaging our services, you ("Client") agree to comply with and be bound by these Terms.
B2B Commercial Status & Non-Contractor Notice: Client represents and warrants that it is a bona fide commercial business entity entering into this Agreement strictly for commercial business-to-business (B2B) purposes, and not as an individual consumer for personal, family, or household purposes. Core Metric LLC is a specialized B2B commercial market research, sales intelligence, and appointment coordination infrastructure provider. Core Metric LLC is NOT a licensed mechanical, HVAC, refrigeration, electrical, plumbing, or general contractor (under Minn. Stat. Ch. 326B or any other state or local contractor licensing statute), nor a professional engineering firm. Core Metric LLC does not provide mechanical services, perform physical equipment evaluations or diagnostic testing, handle regulated refrigerants (EPA Section 608), or prepare engineered specifications. Client warrants that it holds and maintains all required state, municipal, and trade contractor licenses, permits, and certifications required to perform commercial mechanical services within its operating territory.
All client engagements (including standalone pilots and recurring monthly retainers) utilize specialized, dedicated outbound infrastructure. Client expressly authorizes Core Metric LLC to act as an authorized B2B marketing representative to identify, contact, and coordinate commercial facility walkthrough appointments on Client's behalf.
Infrastructure Ownership & Vendor Terms: Core Metric provisions, configures, and manages secondary sending domains, mailboxes, and IP infrastructure (including third-party infrastructure-as-a-service providers such as Instantly). Client acknowledges and agrees that all sending infrastructure, domains, and mailboxes are owned, leased, and administered exclusively by Core Metric LLC and its infrastructure vendors. Client acquires no ownership, title, administrative access, or porting rights in any outbound sending accounts.
Domain Isolation Protection: To safeguard Client's corporate reputation and prevent domain blacklisting, all outbound communications are conducted exclusively from dedicated secondary infrastructure and will never originate from Client's primary corporate domain or internal email servers.
Setup Ramp: For retainer engagements, setup and warmup deploy within Days 1–14. Standalone pilots utilize pre-warmed sending capacity to initiate facility outreach immediately upon onboarding intake completion.
Core Metric aligns incentives directly with client growth under the following fee schedule:
Monthly Technical Retainer: Covers custom outbound pipeline infrastructure, dedicated secondary domain provisioning, ongoing mailbox reputation monitoring, commercial facility database enrichment, and verified facility executive research. Billed at $1,500/month for clients enrolled under a Founding Seat (strictly capped at three seats nationwide), or $2,500/month under standard enrollment.
Performance Success Fee: A fee of $300 is billed per verified, completed commercial facility walkthrough meeting all criteria in Section 3 and booked onto Client's calendar.
Payment Authorization & Recurring Billing: Client authorizes Core Metric to automatically charge the credit card, debit card, or payment method on file for monthly technical retainers in advance every thirty (30) days, and for earned performance fees upon verified delivery. Retainer engagements commence with an Initial Ninety (90) Day Agreement ($1,500/month Founding Seat or $2,500/month Standard, plus $300 per qualified walkthrough delivered). Promptly following enrollment, Core Metric sends a retainable email confirmation containing these automatic renewal terms and direct access to online account management. Following the Initial 90-Day Agreement, the subscription AUTOMATICALLY AND CONTINUOUSLY RENEWS on a month-to-month basis at the same recurring monthly rate while the seat remains active, until canceled pursuant to Section 5.
2A. Standalone Commercial Walkthrough Pilot Program
For qualifying commercial mechanical contractors seeking to verify delivery performance before committing to a monthly retainer, Core Metric offers a standalone, one-time pilot walkthrough:
Pilot Fee & Scope: Client pays a one-time fee of $300 for the sourcing, verification, and confirmed calendar booking of one (1) Qualified Commercial Walkthrough meeting all four qualification criteria set forth in Section 3.
Fulfillment Policy: Core Metric works continuously until the qualifying commercial walkthrough is delivered and confirmed on Client's calendar. Because research, data enrichment, and outbound infrastructure expenses are incurred immediately upon enrollment, the $300 pilot fee is non-refundable once campaign operations commence.
Walkthrough Replacement Guarantee: If the delivered walkthrough fails any of the four qualification benchmarks in Section 3 or results in an unexcused facility no-show, Core Metric provides a qualifying replacement walkthrough at zero additional charge.
Zero Retainer Obligation & Revenue Retention: Completion of a pilot does not automatically enroll Client into a monthly retainer or recurring billing. Client retains 100% of all service, preventive maintenance, and equipment replacement contract revenue secured from the walkthrough, with zero commission, royalty, or ongoing revenue-share owed to Core Metric.
3. Commercial Qualification Standard & Replacement Guarantee
We stand strictly behind the quality of our appointments. A "Qualified Commercial Walkthrough" is strictly defined as an appointment meeting all four of the following criteria:
Decision-Maker Authority: Director of Facilities, Director of Engineering, VP of Operations, General Manager, or Owner with commercial HVAC/refrigeration maintenance contracting authority.
Commercial Facility Asset: Property with commercial refrigeration, cold storage, or commercial HVAC/R assets (hotels, cold storage warehouses, supermarket/grocery, restaurant franchise groups, healthcare, or food processing).
Territory Match: Located within Client's agreed metropolitan market or service radius.
Attendance: Decision-maker attends the scheduled call or on-site facility walkthrough.
The Replacement Guarantee: If a scheduled appointment fails any of the four qualification benchmarks or results in an unexcused no-show, the $300 performance fee is waived, and Core Metric replaces the appointment at zero additional charge. Technical monthly retainers cover fixed non-recoverable server, data enrichment, domain, and operational infrastructure and are non-refundable.
4. Territory Protection & Founding Seat Rate
To prevent market saturation, protect client operational capacity, and eliminate competitive conflicts:
County Territory Protection: For clients enrolled in an active monthly retainer (Founding Seat or Standard), Core Metric designates an exclusive protected territory defined by Client's agreed commercial operating counties specified during technical onboarding. Core Metric will not conduct outbound solicitation for a competing contractor within Client's protected county territory while Client's retainer agreement remains active and in good standing. Territory protection applies exclusively to active monthly retainer agreements, not standalone pilot walkthroughs.
Trade Scope: Territory protection is designated for Client's primary operational mechanical trade (Commercial HVAC, Commercial Refrigeration, or dual-service mechanical operations as verified during onboarding).
Founding Seat Rate (While Active): Clients enrolled under a Founding Seat ($1,500/month) retain that rate only while their seat remains active, continuous, and in good standing. The Founding Seat rate is not permanent and does not survive cancellation, pause, or forfeiture.
14-Day Forfeiture Rule: If an account is paused, canceled, or enters payment default for fourteen (14) calendar days or more, both territory protection and the Founding Seat $1,500 rate are immediately forfeited and released to competing contractors on the waitlist. Any future re-engagement is subject to standard prevailing market rates ($2,500/month) and territory availability.
5. Agreement Term, 30-Day Notice & Cancellation
Because technical infrastructure provisioning, secondary domain warming, asset research, and commercial decision-maker engagement cycles require dedicated operational runway, all retainer engagements operate on a binding Initial Ninety (90) Day Agreement. Client commits to the initial three (3) monthly retainer billing cycles (Months 1, 2, and 3) to establish and maintain dedicated infrastructure and exclusive county territory protection.
30-Day Written Notice Requirement (Earliest at Day 60): To conclude service at the end of the Initial 90-Day Agreement, Client must provide thirty (30) days advance written notice of non-renewal via email to questions@coremetricmarketing.com. The earliest date Client may deliver this 30-day non-renewal notice is at Day 60 of active service, ensuring the 30-day notice period coincides with the completion of the full 90-day operational commitment. Early cancellation prior to the completion of Month 3 is not permitted.
Continuous Month-to-Month Renewal Following Initial Term: If written notice of non-renewal is not submitted by Day 60, this Agreement automatically transitions to a continuous month-to-month subscription at the same agreed monthly retainer rate. During month-to-month renewal, either party may terminate service by providing at least thirty (30) days advance written notice via email to questions@coremetricmarketing.com or via the self-serve Client Stripe Billing Portal prior to the next billing cycle. Timely notice stops subsequent recurring retainer cycles; prepaid retainers covering active operational infrastructure cycles are non-refundable.
To safeguard client relationships and brand reputation:
Mandatory Suppression List: Client agrees to supply a complete list of current active customer domains, client names, and active bid targets via the onboarding intake form within forty-eight (48) hours of enrollment. Core Metric encodes these into an exclusionary firewall to ensure existing relationships are permanently excluded from outreach.
Timely Follow-Up & Feedback: Client agrees to promptly conduct scheduled walkthroughs and submit written feedback on lead qualification within forty-eight (48) hours of each meeting.
7. Compliance & Interstate B2B Email Governance
Core Metric conducts all B2B communications in strict accordance with the federal CAN-SPAM Act (15 U.S.C. § 7701 et seq.) and applicable state trade regulations:
All communications utilize truthful transmission and routing header data.
Subject lines are non-deceptive and directly reflect commercial service inquiries.
Every outbound communication contains Core Metric's valid physical postal address: 202 N Cedar Ave Ste 1, Owatonna, MN 55060.
Every email contains a clear, functioning opt-out mechanism. Opt-out and suppression requests are processed programmatically across all databases within twenty-four (24) to forty-eight (48) business hours, well within federal statutory requirements.
(a) Governing Law: These Terms, and all claims, disputes, or causes of action (whether in contract, tort, or statute) arising out of or relating to this Agreement or our services, shall be governed by and enforced in accordance with the internal laws of the State of Minnesota (including the Minnesota Revised Uniform Limited Liability Company Act, Minn. Stat. Ch. 322C) and the Federal Arbitration Act (9 U.S.C. § 1 et seq.), without giving effect to any conflict of law principles.
(b) 30-Day Mandatory Informal Resolution: Before initiating arbitration or legal proceedings, the party asserting a dispute must deliver a written Notice of Dispute to questions@coremetricmarketing.com (or to Client's primary onboarding email address) detailing the factual basis of the claim and the specific relief requested. Both parties agree to negotiate in good faith for a period of thirty (30) days following receipt of the Notice before proceeding to formal dispute resolution.
(c) Binding Individual Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, breach, termination, or validity, that is not resolved informally within thirty (30) days shall be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single neutral arbitrator, held virtually via secure videoconference or in Steele County or Hennepin County, Minnesota. The arbitrator's award shall be final, binding, and enforceable in any court of competent jurisdiction. Either party may seek provisional injunctive relief in a state or federal court of Minnesota solely to prevent immediate irreparable harm, protect intellectual property, or enforce payment obligations.
(D) CLASS ACTION & REPRESENTATIVE ACTION WAIVER: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS AND DISPUTES MUST BE ARBITRATED OR LITIGATED SOLELY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, MASS, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL CAPACITY. NEITHER CLIENT NOR CORE METRIC LLC SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS WITH OTHER CLIENTS OR ACT AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS. THE ARBITRATOR HAS NO AUTHORITY TO CONDUCT CLASS ARBITRATION OR CONSOLIDATE SEPARATE CLAIMS.
(E) JURY TRIAL WAIVER: EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES.
9. Founding Seat Case Study & Testimonial Release (FTC Compliance)
In consideration for receiving the Founding Seat rate of $1,500/month while the seat remains active (a $1,000/month discount against our standard $2,500/month rate), Client agrees to complete a brief written performance survey and case study review following Day 45 of active service once qualified facility walkthroughs are delivered. All review and feedback procedures are conducted entirely asynchronously via written form or secure email (no live phone interviews or video conferences required). Pursuant to FTC Section 5 and 16 CFR Part 255 (FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising): (i) Client acknowledges that this promotional rate discount constitutes material consideration for participation; (ii) Client's eligibility for the Founding Seat rate is conditioned solely upon truthful, good-faith completion of the written survey and is never conditioned upon submitting positive ratings, praise, or favorable sentiment; and (iii) Core Metric agrees to clearly and conspicuously disclose such material consideration in connection with any published quotation or case study reference. Client grants Core Metric a non-exclusive license to cite anonymized performance metrics, campaign deliverability data, and approved executive feedback as a commercial case study. No confidential customer names, proprietary pricing details, or client trade secrets will ever be disclosed.
10. Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3 (COMMERCIAL QUALIFICATION STANDARD & REPLACEMENT GUARANTEE), THE SERVICES, INFRASTRUCTURE, DATA, AND DELIVERABLES PROVIDED BY CORE METRIC LLC ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CORE METRIC LLC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CORE METRIC LLC DOES NOT WARRANT OR GUARANTEE THAT BOOKED APPOINTMENTS WILL RESULT IN CLOSED COMMERCIAL CONTRACTS, SIGNED MAINTENANCE AGREEMENTS, OR SPECIFIC REVENUE GAINS, ALL OF WHICH DEPEND EXCLUSIVELY ON CLIENT'S SALES ABILITY, BID PRICING, WORKMANSHIP, AND LOCAL MARKET COMPETITIVENESS.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(A) IN NO EVENT SHALL CORE METRIC LLC, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(B) IN NO EVENT SHALL CORE METRIC LLC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO CORE METRIC LLC UNDER THIS AGREEMENT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12. Indemnification
Client agrees to defend, indemnify, and hold harmless Core Metric LLC, its members, managers, officers, and agents from and against any third-party claims, demands, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) Client's material breach of this Agreement; (ii) commercial mechanical, refrigeration, or HVAC maintenance services, repairs, equipment inspections, quotes, or proposals provided by Client to third-party facility operators; (iii) any on-site facility visit, property damage, or bodily injury occurring during or in connection with a walkthrough; (iv) Client's failure to provide an accurate and timely customer suppression list; or (v) Client's violation of applicable state or federal law or trade licensing requirements. Core Metric LLC agrees to indemnify and hold harmless Client from and against third-party claims arising solely from Core Metric's material, willful violation of the federal CAN-SPAM Act in the transmission of outbound commercial emails on Client's behalf, conditioned upon Client's timely compliance with all suppression list requirements.
Client expressly acknowledges and agrees that Core Metric LLC functions exclusively as an off-site B2B appointment-coordination and intelligence platform. Core Metric LLC does not own, manage, inspect, control, or supervise the physical condition, safety, structural integrity, equipment maintenance state, or OSHA compliance of any commercial facility where a walkthrough is scheduled.
Physical Entry Risk Assumption: Client assumes all risks associated with traveling to, entering upon, and conducting inspections or walkthroughs at third-party commercial facilities (including, without limitation, rooftops, mechanical rooms, cold storage units, electrical distribution areas, compressor racks, and industrial spaces). Core Metric LLC shall have zero liability for any bodily injury, illness, permanent disability, death, property damage, ladder or rooftop fall, chemical or refrigerant exposure (EPA/OSHA), trespass allegation, or dispute arising between Client and any facility owner, property manager, or third party.
Mandatory Commercial Insurance: Client covenants, represents, and warrants that at all times during the term of this Agreement, Client maintains in full force and effect: (a) Commercial General Liability (CGL) insurance with policy limits of not less than $1,000,000 per occurrence and $2 million aggregate; (b) Statutory Workers' Compensation insurance covering all employees, technicians, and subcontractors dispatched to any walkthrough; and (c) Commercial Automobile Liability insurance. Client agrees to provide certificates of insurance demonstrating such coverage upon Core Metric's reasonable request.
13. Severability, Force Majeure & Entire Agreement
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. Neither party shall be liable for any failure or delay in performing its obligations if such failure or delay is caused by acts of God, extreme weather, telecommunications or internet infrastructure failures, platform blackouts, power outages, or governmental action. These Terms, together with any completed client onboarding intake form, constitute the entire agreement between the parties with respect to the subject matter hereof, superseding all prior or contemporaneous agreements, representations, or understandings, whether written or oral.