Terms of Service

Last updated: September 10, 2026

These Terms of Service ("Terms") govern your access to and use of the Shift Metrics software, documentation, and related services (collectively, the "Software") provided by Shift Metrics Inc ("Shift Metrics," "we," "us," or "our"). By downloading, installing, or using the Software, you agree to be bound by these Terms. If you accept on behalf of a company or other organization, you represent that you have authority to bind it. If you do not agree, do not use the Software. A paid order, invoice, or order form may include additional terms; if it conflicts with these Terms, the order or order form controls for that conflict.

1. License

Subject to your compliance with these Terms and payment of any applicable license fee, Shift Metrics grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software solely for your internal business purposes (migrating your own monitoring assets from Datadog to Grafana).

The Free tier license is limited to converting up to 10 dashboards and 10 alert rules per account. Paid tier licenses are subject to the scope, permitted users, term, and usage limits stated in the applicable order or order form. You may allow your employees and contractors to use the Software for your benefit, and you are responsible for their compliance. You may use the Software in CI/CD systems serving your own organization, but not to provide a migration service to third parties unless your order expressly permits it.

You retain all rights in data, configurations, and other materials you provide to the Software. Subject to these Terms, you own the reports and converted configurations generated from your materials. You grant Shift Metrics only the limited rights reasonably necessary to provide support and operate the Software. Shift Metrics may use aggregated, de-identified technical information to maintain and improve the Software.

You may not: (a) redistribute, resell, or sublicense the Software to third parties; (b) use the Software to build a competing migration product or service; (c) remove or alter any proprietary notices in the Software.

2. Your Responsibilities

You are solely responsible for:

The Software is a conversion aid, not a guarantee of functional parity. Not all Datadog constructs have Prometheus or LogQL equivalents. Unconverted items are flagged as TODO and require manual review. You should not decommission Datadog monitoring until you have independently confirmed that all critical alerts are operational in Grafana.

3. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. To the maximum extent permitted by applicable law, Shift Metrics expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Shift Metrics does not warrant that:

Conversion fidelity statistics published on our website reflect observed results in specific environments and are provided for informational purposes only. Your results may vary significantly depending on the complexity of your Datadog configuration, the metrics available in your Prometheus or Loki environment, and other factors outside our control.

4. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SHIFT METRICS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, including but not limited to loss of revenue, loss of data, loss of business, system downtime, missed alerts, or failure to detect incidents, arising out of or relating to your use of or inability to use the Software, even if Shift Metrics has been advised of the possibility of such damages.

Shift Metrics' total cumulative liability to you for any claims arising under or related to these Terms or the Software shall not exceed the license fees actually paid by you to Shift Metrics for the applicable Software during the twelve (12) months preceding the claim. For Free tier users, Shift Metrics' total liability shall not exceed $100 USD. Nothing in these Terms limits liability that cannot legally be limited, including for fraud, willful misconduct, or obligations that applicable law requires to remain unlimited.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, the above limitations apply to the fullest extent permitted by law.

5. Indemnification

You agree to indemnify, defend, and hold harmless Shift Metrics and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your use of the Software; (b) your breach of these Terms; (c) your violation of any third-party rights, including Datadog's or Grafana Labs' terms of service; or (d) any outage, missed alert, or incident resulting from your reliance on converted monitoring rules, except to the extent caused by Shift Metrics' negligence, willful misconduct, or breach of these Terms. Shift Metrics will promptly notify you of an indemnified claim, permit you to control its defense and settlement, and reasonably cooperate at your expense. You may not settle a claim in a way that admits fault by or imposes an obligation on Shift Metrics without its prior written consent.

6. Third-Party Services

The Software interacts with third-party APIs including Datadog and Grafana. Shift Metrics is not affiliated with or endorsed by Datadog, Inc. or Grafana Labs. Datadog is a registered trademark of Datadog, Inc. Grafana is a registered trademark of Grafana Labs. Use of those platforms is governed by their respective terms of service.

Shift Metrics is not responsible for any changes to third-party APIs, rate limits, or terms that affect the Software's ability to function. Access to the Datadog and Grafana APIs requires credentials that you provide. The Software sends those credentials directly to the applicable third-party service to make API requests; Shift Metrics does not send them to or store them on Shift Metrics servers. You are responsible for using appropriately scoped credentials and revoking them when no longer needed.

7. Customer Data and Confidentiality

"Customer Data" means data, credentials, configurations, and other content you provide to or process through the Software. You are responsible for having all rights and permissions needed for Customer Data and for complying with applicable privacy, security, and data-protection laws. Unless you authorize it or disclosure is required by law, each party will protect the other party's confidential information using reasonable care and use it only to perform or receive services under these Terms.

The Software is designed to run locally, and Shift Metrics does not intentionally receive the contents of your dashboards, alert rules, or other Customer Data through the Software. The one exception is free-tier usage enforcement: to use the Free tier across more than one run, you provide an email address once to obtain a free-tier token (a random identifier, not derived from your email or file contents) by clicking a confirmation link; after that, the Software sends Shift Metrics only that token and a one-way cryptographic hash of each file you convert — never the file's contents — so that free-tier usage can be tracked and enforced across separate runs rather than reset by deleting local configuration. Shift Metrics may suspend a given token's Free tier access at its discretion, including where it determines the usage limit is being circumvented. Paid tier license validation is entirely offline and involves no network transmission. You acknowledge that Customer Data is transmitted to Datadog, Grafana, and other services you configure. Shift Metrics may receive information you voluntarily provide by email or support channels. You should not send secrets through support channels. Shift Metrics will use reasonable technical and organizational safeguards for information it receives and will notify you without undue delay after confirming unauthorized access to such information, subject to legal restrictions.

On termination, you may retain Customer Data, reports, and converted configurations. Shift Metrics will delete support information when no longer reasonably needed, unless retention is required by law or legitimate recordkeeping obligations.

8. Payment and Refunds

License fees are charged as one-time payments at the time of purchase. All fees are in USD, exclusive of applicable taxes and duties, which you are responsible for except taxes on Shift Metrics' net income. Fees are non-recurring unless you separately purchase a post-migration support retainer. Retainers require your express opt-in, state their term and price, and do not auto-renew unless expressly agreed in writing.

We offer a 14-day refund from the date of purchase. To request a refund, email info@shiftmetrics.com with your order details. This refund is available regardless of whether you tested the Software, but is not available after 14 days or after you have used the Software to complete a migration to a production environment. This policy does not limit non-waivable rights under applicable law.

9. Support

Support is provided by email at the level specified for your license tier (30 days for Starter, 90 days for Professional, 12 months for Enterprise). Support covers questions about tool usage and interpretation of output. It does not include hands-on configuration of your Grafana or Mimir infrastructure, custom metric mapping, or SLA guarantees unless separately agreed in writing.

10. Termination

Either party may terminate these Terms for a material breach if the breach is not cured within 30 days after written notice, or immediately if the breach cannot be cured or termination is required by law. Shift Metrics may suspend access where reasonably necessary to prevent security harm or unlawful use. Upon termination, you must stop using the Software and destroy or disable copies under your control, except archival copies retained for legal or backup purposes. Termination does not eliminate accrued payment obligations or automatically entitle either party to a refund. Sections 3 through 7 and 10 through 13 survive termination.

11. Governing Law and Disputes

These Terms are governed by the laws of the State of Texas, United States, without regard to its conflict-of-law provisions, except that mandatory consumer-protection laws remain applicable. Before starting a proceeding, the parties will try in good faith to resolve the dispute by written notice and discussion for 30 days. Any dispute that is not resolved will be finally resolved by confidential, individual binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or its Consumer Arbitration Rules where applicable. The arbitration will be conducted remotely or in the Texas county where Shift Metrics is located, in English, by one arbitrator. The parties may bring eligible claims in small-claims court and may seek the temporary equitable relief described below. Judgment on the award may be entered in any court of competent jurisdiction. No party may participate in a class action or class-wide arbitration to the extent permitted by law.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration.

12. Changes to These Terms

We may update these Terms from time to time. Material changes will be posted with a new "Last updated" date and communicated by email to active license holders where we have a current address. Changes take effect on the stated effective date, which will be at least 30 days after notice for material changes. Changes will not retroactively alter a paid order unless you expressly agree. Continued use after the effective date constitutes acceptance of the revised Terms; if you do not agree, stop using the Software.

13. General

These Terms constitute the entire agreement between you and Shift Metrics with respect to the Software and supersede all prior agreements, representations, and understandings, subject to any applicable order or order form. Neither party may assign these Terms without the other party's consent, except to an affiliate or successor in connection with a merger, reorganization, or sale of substantially all assets. If any provision is found unenforceable, it will be modified to the minimum extent necessary and the remaining provisions remain in full force. Failure to enforce any provision does not constitute a waiver. Neither party is liable for delay caused by events beyond its reasonable control.

Contact

Questions about these Terms? Shift Metrics Inc. is located at 24230 Kuykendahl Rd Ste 310, Tomball, TX 77375. Email us at info@shiftmetrics.com.