Terms of Service

These Terms of Service ("Terms") form a binding agreement between PestMetry ("PestMetry," "we," "us," or "our") and the individual or entity ("Customer," "you," or "your") that accesses or uses the PestMetry software-as-a-service platform, website, mobile applications, APIs, and related services (collectively, the "Services"). By creating an account, clicking to accept, or accessing or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "Customer" refers to that organization.

1. The Services

PestMetry provides a business-to-business platform for warehouse pest management, sanitation, and facility intelligence, including facility mapping, blueprint digitization, work order management, pest incident tracking, sanitation and inspection records, pest device management, reporting, notifications, and related features. We may add, modify, or discontinue features from time to time, provided that any change that materially reduces the core functionality of a paid subscription during its term will be addressed in accordance with Section 5.

2. Accounts and eligibility

The Services are intended for use by businesses and their authorized personnel who are at least 18 years old. You are responsible for: (a) providing accurate, current, and complete account information; (b) safeguarding credentials and access tokens; (c) all activity that occurs under your account and under accounts of authorized users you invite ("Authorized Users"); and (d) promptly notifying us of any unauthorized use or suspected security incident. You may not share credentials or permit any individual other than an Authorized User to access the Services through your account.

3. Customer Data and license to PestMetry

"Customer Data" means all data, content, files, images, blueprints, and other materials that Customer or its Authorized Users submit to the Services. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants PestMetry a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data solely as necessary to provide, secure, support, and improve the Services and to comply with legal obligations. Customer is solely responsible for the accuracy, quality, and legality of Customer Data and for its right to submit Customer Data to the Services.

4. Acceptable use

You agree not to, and not to permit any Authorized User or third party to:

• Use the Services in violation of any applicable law, regulation, or third-party right;
• Reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent expressly permitted by law;
• Copy, resell, sublicense, rent, lease, or otherwise commercially exploit the Services except as expressly permitted in writing by PestMetry;
• Interfere with or disrupt the integrity, security, or performance of the Services, or attempt to gain unauthorized access to any system, account, or data;
• Upload or transmit viruses, malware, or other harmful code;
• Use the Services to send unsolicited communications, engage in fraud, or harass any person;
• Scrape, harvest, or otherwise extract data from the Services except through documented APIs and within applicable rate limits; or
• Use the Services to build, benchmark, or improve a competing product or service.

5. Subscriptions, fees, and taxes

Private beta: PestMetry is currently offered to invited testers at no charge and on an "as is" basis. No subscription fees are charged, and no payment method is collected, during the beta period. The subscription terms in this section apply once paid plans become generally available.

Access to paid Services is provided on a subscription basis. Fees, billing frequency, included usage, and plan features are described in the applicable order, ordering page, or written agreement. Unless otherwise stated, subscription fees are billed in advance, are non-refundable, and are exclusive of applicable taxes, duties, and similar charges, which Customer is responsible for paying. You authorize PestMetry and our payment processor to charge the payment method on file for all fees when due. Subscriptions renew automatically for successive terms equal in length to the then-current term unless cancelled before the renewal date through the account settings or by written notice.

We may increase fees for a renewal term by providing at least thirty (30) days' prior notice. Delinquent amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, and we may suspend access to the Services for non-payment.

6. Trials and beta features

We may offer free trials, evaluation accounts, or beta or early-access features ("Trial or Beta Offerings"). Trial or Beta Offerings are provided "as is," without warranties of any kind, may be modified or discontinued at any time, and may be subject to additional terms presented at the time of enrollment.

7. Intellectual property

PestMetry and its licensors retain all right, title, and interest in and to the Services, including all software, features, user interfaces, documentation, trademarks, and related intellectual property, and all improvements to the foregoing. Subject to these Terms and timely payment of applicable fees, PestMetry grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for Customer's internal business purposes. No rights are granted except as expressly set forth in these Terms. Feedback you provide about the Services may be used by PestMetry without restriction or compensation.

8. Confidentiality

Each party may disclose to the other information that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). The receiving party will use Confidential Information only to perform its obligations or exercise its rights under these Terms and will protect it using at least the same degree of care it uses to protect its own confidential information, and not less than a reasonable standard of care. Confidential Information does not include information that is or becomes public without breach, was known without confidentiality restriction, is independently developed, or is rightfully received from a third party.

9. Privacy and security

Our processing of personal data submitted to the Services is governed by our Privacy Policy. PestMetry implements administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction, including encryption in transit, encryption at rest for hosted databases and storage, role-based access controls, and audit logging.

10. Third-party services

The Services may interoperate with third-party services, integrations, or content that are not owned or controlled by PestMetry. Any use of a third-party service is governed by that third party's terms and privacy practices. PestMetry does not warrant and is not responsible for third-party services, and Customer's decision to enable an integration constitutes authorization for PestMetry to exchange Customer Data with that service as required for the integration to function.

11. Warranties and disclaimers

PestMetry warrants that it will provide the Services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND PESTMETRY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PESTMETRY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL DEFICIENCIES CAN OR WILL BE CORRECTED. THE SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL PEST CONTROL, SANITATION, FOOD SAFETY, OR REGULATORY ADVICE.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PESTMETRY FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF ITS ESSENTIAL PURPOSE.

13. Indemnification

Customer will defend, indemnify, and hold harmless PestMetry and its affiliates, officers, directors, employees, and agents from and against any third-party claim, and any damages, losses, and reasonable expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Data or Customer's use of the Services in violation of these Terms or applicable law; or (b) any dispute between Customer and any Authorized User or third party. PestMetry will promptly notify Customer of any such claim and provide reasonable cooperation in the defense.

14. Term, suspension, and termination

These Terms remain in effect while Customer has an active account or subscription. Either party may terminate for material breach that is not cured within thirty (30) days after written notice. PestMetry may suspend or terminate access immediately if: (a) Customer's use poses a security, legal, or operational risk to the Services, PestMetry, or others; (b) fees are past due; or (c) required by law. Upon termination, Customer's right to access the Services ceases. For a limited period following termination, and subject to any legal or contractual obligations to retain data, Customer may request an export of Customer Data in a commercially reasonable format. Sections that by their nature should survive termination will survive.

15. Governing law and disputes

These Terms are governed by the laws of the State of Maine, United States, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in York County, Maine, for any dispute not subject to arbitration or small-claims court. Each party waives any right to a jury trial. Any claim must be brought within one (1) year after the cause of action accrues.

16. Changes to these Terms

We may update these Terms from time to time. When we make material changes, we will update the "Effective date" above and, where appropriate, provide additional notice through the Services or by email. Your continued use of the Services after an updated version becomes effective constitutes acceptance of the updated Terms.

17. General

These Terms, together with any order and referenced policies, are the entire agreement between the parties regarding the Services and supersede prior or contemporaneous agreements on that subject. If any provision is held unenforceable, the remaining provisions will remain in effect. Failure to enforce a provision is not a waiver. Neither party may assign these Terms without the other's consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Notices to PestMetry must be sent to the contact address below. Force majeure events excuse performance (other than payment obligations) to the extent caused by circumstances beyond a party's reasonable control.

18. Contact

Questions about these Terms may be sent to support@pestmetry.com.