Terms of Service

1The Agreement

1.1 Who you are contracting with

These Terms of Service (the "Terms") are a binding agreement between Intelligent Performance Systems LLC, a Texas limited liability company doing business as PestMetrics, of 410 S Bibb Ave, Unit 5348, Eagle Pass, TX 78853, United States ("PestMetrics", "we", "us"), and the business that accepts them ("Customer", "you").

1.2 Acceptance

You accept these Terms by creating an account, accessing the Service, or paying a subscription fee, whichever happens first. If you accept on behalf of a company, you represent that you are authorized to bind it, and "you" means that company.

1.3 What is included

These Terms incorporate the Privacy Policy at pest-metrics.com/privacy and the Data Processing Addendum at pest-metrics.com/dpa. Together they form the entire agreement between the parties regarding the Service, and they supersede any prior proposal, discussion, or representation. Where a written agreement signed by both parties or a mutually executed order form addresses a subject covered here, that document controls to the extent of any conflict.

1.4 A business service

PestMetrics is a business tool. It is not offered to consumers for personal, family, or household purposes, and it is not directed to anyone under eighteen.

2The Service

2.1 What it does

PestMetrics synchronizes operational data from systems you connect and turns it into metrics, scorecards, branch analytics, forecasts, reports, exports, alerts, and related workflows. Connected systems currently include field service management (FieldRoutes / PestRoutes), payroll and time tracking (Everee), fleet telematics (Samsara), accounting (QuickBooks Online), and business review data (Google), together with manual file import. We add and retire integrations over time.

2.2 Write-back actions

Where the Service offers write-back into a connected system, it makes only the specific change you request, through that system’s official API, on a person’s explicit confirmation. Artificial intelligence features suggest; deterministic code writes; you confirm.

2.3 Artificial intelligence features

Some features generate narrative commentary, summaries, and plain-language answers using third-party language models. Their output is advisory, may be incomplete or wrong, and should be verified before you rely on it. These features can be disabled for your account on request; the rest of the Service works without them. What is transmitted, to whom, and on what terms is set out in the Privacy Policy and the Data Processing Addendum.

2.4 Changes to the Service

We improve the Service continuously and may add, change, or remove features. We will not make a change that materially degrades a core function of your paid plan during your current billing period without notice and, where the change is material and adverse, the option to cancel and receive a pro-rata refund of the unused portion of that period.

2.5 Availability

We aim for high availability but do not currently offer a contractual uptime commitment or service level agreement. Scheduled maintenance, third-party outages, and API changes at connected systems can interrupt the Service. If you require a service level agreement, contact us and we will discuss terms.

2.6 Beta features

Features identified as beta, preview, or experimental are provided as-is for evaluation, may be changed or withdrawn at any time, and are excluded from any commitment in these Terms.

3Your Account and Your Team

3.1 Account security

You are responsible for the confidentiality of your credentials and for all activity under your account. Multi-factor authentication is mandatory for Admin accounts and available to other roles. Notify us at security@pest-metrics.com immediately if you suspect unauthorized access.

3.2 Your users

You are responsible for the people you invite, for configuring their roles, branch scoping, and view permissions appropriately, and for removing them promptly when they leave. Actions taken by your users are attributed to you and bind you as if taken by you.

3.3 Accuracy

You are responsible for the accuracy of the information you provide and of the data you connect or upload.

3.4 Support access

A limited number of our operator accounts can enter your account in the context of a named user in order to reproduce or resolve a fault. Those sessions are time-limited, attributed, and recorded, as described in the Data Processing Addendum.

4Connected Systems

4.1 Your authority

You represent that you are authorized to connect the accounts and API credentials you provide, and that doing so does not breach your agreement with the provider of that system.

4.2 They are not ours

The connected platforms are operated by third parties. Their availability, pricing, API behavior, rate limits, and terms can change without notice to us, and features of PestMetrics that depend on them may be affected or withdrawn as a result. We will always tell you honestly what is live and what is not. We are not liable for a third-party platform’s acts, omissions, outages, or changes.

4.3 Destinations you configure

Where you configure an outbound destination — a webhook endpoint, a chat channel, a notification topic, or an email address — we deliver to it because you told us to. Content that arrives there is governed by that destination’s security and privacy practices, not ours. You are responsible for choosing destinations appropriate to the sensitivity of branch revenue and worker names, for using encrypted endpoints, and for restricting who can read them.

4.4 Rate and usage limits

Connected systems impose API rate limits. We manage usage against those limits and may throttle, defer, or reduce the frequency of synchronization to stay within them.

5Your Data

5.1 Ownership

You own your data. That includes the operational data we sync from your connected systems and everything we derive from it for you. You grant us a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process that data solely to provide, secure, support, and improve the Service for you, and for the other purposes set out in the Privacy Policy and the Data Processing Addendum. That license ends when the data is deleted.

5.2 Your responsibilities for what you connect

The Service holds personal information about your employees and your own customers. You are responsible for having the authority to provide it, for giving the notices and obtaining the consents the law requires, and — where you enable telematics or individual monitoring features — for meeting the workforce monitoring obligations that attach to you as the employer. Section 5 of the Data Processing Addendum sets these out in full.

5.3 De-identified and aggregated information

We may create and retain de-identified, aggregated statistics — for example anonymous industry benchmarks — that do not identify you, your company, your personnel, or your end customers. These aggregates belong to us. We will not attempt to reidentify them and will bind any recipient to the same restriction.

5.4 Export and deletion

You can export reports at any time while your subscription is active, and we will provide a reasonable machine-readable export on request. On termination, and on your written request, we delete your data within ninety days and confirm in writing, subject to the exceptions in Section 12 of the Data Processing Addendum. Deletion is irreversible.

5.5 Feedback

If you send us suggestions or feedback about the Service, we may use them without restriction or obligation to you. This does not give us any right in your data.

6Plans, Fees, Billing, and Refunds

6.1 Plans and limits

Plan limits — branches, users, service professionals — and feature availability are described at checkout and on the pricing page, and are enforced in the application.

6.2 Billing

Paid plans are billed monthly in advance through Stripe, month to month, with no long-term contract. Fees are stated in US dollars and exclude taxes, which you are responsible for except for taxes on our income. Card details are entered directly with Stripe; we do not receive or store card numbers.

6.3 Trials

Trials are free for their stated length and require no card. When a trial ends, nothing is charged unless you choose a plan.

6.4 Cancellation

You can cancel at any time from within the application or by emailing support@pest-metrics.com. Cancellation takes effect at the end of the current billing period, and you keep access until then. We do not require notice periods and we do not charge cancellation fees.

6.5 Refunds

Subscription fees are generally non-refundable, and cancelling part-way through a month does not generate a partial refund, because you keep access for the period you paid for. We will refund a pro-rata portion where: we materially and adversely change a core function of your plan mid-period (Section 2.4); we terminate your account without cause (Section 10.3); or you were charged in error or charged after cancelling. If you think a charge is wrong, email support@pest-metrics.com within sixty days and we will look at it in good faith.

6.6 Price changes

We may change prices with at least thirty days’ notice by email to account administrators. A price change takes effect at your next renewal. If you do not accept it, cancel before that renewal.

6.7 Non-payment

If a payment fails, we may retry it and may suspend access after notice. We will not delete your data for non-payment without giving you a reasonable opportunity to export it.

7Acceptable Use

You will not, and will not permit anyone else to:

1. Resell, sublicense, rent, or provide the Service to a third party as a service bureau, except to your own affiliates under your account.
2. Attempt to access another company’s account or data, or probe, scan, or test the vulnerability of the Service without our prior written permission.
3. Reverse engineer, decompile, or attempt to derive the source code or underlying structure of the Service, except to the extent this restriction is unenforceable under applicable law.
4. Use the Service to break the law, to infringe anyone’s rights, or to violate the terms of a platform you connect.
5. Upload malicious code, or interfere with or place unreasonable load on the Service or the systems it connects to, including through automated scraping or excessive API usage.
6. Remove or obscure any proprietary notice, or misrepresent your affiliation with us.
7. Upload special categories of personal data, protected health information, payment card numbers, government identifiers, biometric identifiers, or data concerning children, unless we have agreed in writing in advance.

Good-faith security research is welcome. Report findings to security@pest-metrics.com; we will not pursue legal action against research conducted responsibly and reported to us.

8Intellectual Property

We own the Service, including its software, interfaces, designs, documentation, and trademarks, and all intellectual property rights in them. Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service during your subscription for your internal business purposes. Nothing in these Terms transfers ownership of the Service to you or ownership of your data to us. All rights not expressly granted are reserved.

9Warranties, Disclaimers, and Liability

9.1 Mutual warranties

Each party warrants that it has the authority to enter into these Terms. We warrant that we will provide the Service with reasonable skill and care.

9.2 Accuracy of numbers

We work hard to make your numbers trustworthy, including nightly reconciliation against your source systems, and we tell you when they drift. But the figures the Service produces depend on the accuracy and completeness of the data in the systems you connect. Business decisions you make from the data are yours.

9.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 9.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", AND PESTMETRICS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE RESULTS OBTAINED FROM THE SERVICE WILL BE ACCURATE OR RELIABLE.

9.4 Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE FEES YOU PAID US IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.5 Exceptions to the cap

The limitations in Section 9.4 do not apply to your obligation to pay fees, to either party’s indemnification obligations under Section 10, to a party’s fraud or willful misconduct, or to any liability that cannot be limited under applicable law.

10Indemnification

10.1 By PestMetrics

We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party’s intellectual property rights, and will pay damages finally awarded or agreed in settlement. This does not apply to a claim arising from your data, from a connected system, from a modification not made by us, or from use of the Service in combination with anything we did not supply.

10.2 By Customer

You will defend us against any third-party claim arising from your data, from your breach of Section 4.1, Section 5.2, or Section 7, or from your failure to provide a notice or obtain a consent required in relation to the personal information you put into the Service, and will pay damages finally awarded or agreed in settlement.

10.3 Process

The indemnified party must give prompt written notice of the claim, allow the indemnifying party to control the defense and settlement (provided no settlement imposes liability or admission on the indemnified party without its consent), and give reasonable cooperation at the indemnifying party’s expense.

11Term, Suspension, and Termination

11.1 Term

These Terms apply from your acceptance until your account is terminated.

11.2 Termination by you

You may stop using the Service and cancel at any time, as described in Section 6.4.

11.3 Suspension and termination by us

We may suspend or terminate an account that materially breaches these Terms, that fails to pay, or that creates a security or legal risk to us or to other customers, with notice and a reasonable opportunity to cure where practical. We may suspend immediately without prior notice where there is an active security threat or a legal requirement. If we terminate your account without cause, we will refund the unused portion of your current billing period.

11.4 Effect of termination

On termination your right to access the Service ends. Export what you need first. Data handling after termination is governed by Section 5.4 and by the Data Processing Addendum.

11.5 Survival

Sections 5.1, 5.3, 5.5, 6 (for amounts accrued), 8, 9, 10, 11.4, 11.5, and 12 survive termination.

12General

12.1 Governing law and venue

These Terms are governed by the laws of the State of Texas, without regard to its conflict of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties submit to the exclusive jurisdiction of the state and federal courts located in Texas, and each waives any objection to venue there.

12.2 Changes to these Terms

We may update these Terms. We will revise the date on this page and, where a change is material, give at least thirty days’ notice by in-application announcement or by email to account administrators before it takes effect. Changes apply prospectively. Continued use after a change takes effect is acceptance; if you do not accept, cancel before then.

12.3 Assignment

Neither party may assign these Terms without the other’s prior written consent, except that either party may assign them in full to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, on written notice. Any other attempted assignment is void.

12.4 Force majeure

Neither party is liable for a failure or delay in performance caused by circumstances beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, labor action, epidemic, government action, internet or utility failure, or the failure of a third-party platform or infrastructure provider. This does not excuse an obligation to pay amounts due.

12.5 Notices

We give notice to you by email to your account administrators or by announcement in the application. You give notice to us by email to support@pest-metrics.com, or by post to Intelligent Performance Systems LLC, 410 S Bibb Ave, Unit 5348, Eagle Pass, TX 78853, United States. Notice is effective on receipt, or on the day after sending by email if no delivery failure is received.

12.6 Publicity

We will not use your name or logo as a customer reference without your prior written consent, which you may withdraw at any time.

12.7 Severability, waiver, and independent contractors

If any provision is held invalid or unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remainder continues in effect. A failure to enforce a provision is not a waiver of it. The parties are independent contractors; nothing here creates a partnership, joint venture, agency, or employment relationship. There are no third-party beneficiaries.

12.8 Export and sanctions

You represent that you are not located in, and will not use the Service in, a country or by a person subject to United States sanctions or export restrictions.

12.9 Contact

Intelligent Performance Systems LLC, d/b/a PestMetrics, 410 S Bibb Ave, Unit 5348, Eagle Pass, TX 78853, United States. General and billing: support@pest-metrics.com. Security: security@pest-metrics.com.