Terms & conditions

This Corky’s Pest Control Inc. (“Corky’s”) Services Agreement (“Services Agreement”) is incorporated by reference into the Corky’s Order Form between Customer and Corky’s (the “Order Form”). Capitalized terms used in this Services Agreement without definition shall have the meanings given to them elsewhere in the Agreement. References to the “Agreement” mean the Order Form (including all other appendixes and schedules attached thereto), together with this Services Agreement (including all other appendixes attached hereto and other terms and conditions incorporated herein by reference). Corky’s and Customer are hereinafter sometimes referred to individually as a “Party” and jointly as the “Parties.”

1. Provision of Services. Corky’s shall provide the services specifically identified in the Order Form executed by Corky’s (collectively, the “Services”). Each Order Form shall set out the particular details of the Parties’ agreement as to the provision of Services by Corky’ including the identification of the Covered Property (as defined below).
2. Contract Period. The Agreement begins on the earlier of (a) the date of Customer’s and Corky’s signature on the Order Form or (b) the initial treatment date for the Services as set forth on the Order Form (“Initial Treatment Date”) (the “Effective Date”) and, unless a contract expiration date is expressly identified on the front page of the Order Form, continues for a period of 1-year (the “Initial Term”). At the end of the Initial Term and any applicable Renewal Term, the Agreement shall automatically renew for consecutive one (1) year terms (each a “Renewal Term). If a party does not wish to renew the Agreement, that party must notify the other party of their intent not to renew no later than three (3) months prior to the end of the then current Contract Period. The “Contract Period” shall begin on the Effective Date and continues through the Initial Term and each consecutive Renewal Term thereafter.
3. Covered Property (and Limitation on Covered Property). The sole structure/property (as applicable) covered by the Agreement is generally identified on the first page of the Order Form (the “Covered Property”) and incorporated herein by reference. Customer shall timely notify Corky’s of any additions or alterations to the Covered Property without regard to whether Customer intends to add such additions or alterations to the Covered Property under the Agreement. Customer’s addition or alteration of the Covered Property may result in Customer being obligated to pay for additional Services regarding the Covered Property, any additions or alterations to the Covered Property, or both. Further, such additions or alterations to the Covered Property may require, at Corky’s discretion, pretreatment/additional treatment (as applicable) of such additions or alterations which may result in additional fees or charges. Customer’s failure to obtain or permit pretreatment/additional treatment (as applicable) of such additions or alterations shall, at Corky’s discretion, limit Corky’s commitments and obligations in the Agreement.
4. Intellectual Property Ownership. All proprietary methods, trade secrets, formulas, software, trademarks, service marks, and any other intellectual property provided by Corky’s and/or used or developed by Corky’s in connection with the provision of Services (collectively, “Corky’s IP“) shall remain the sole and exclusive property of Corky’s. Customer shall have no rights or licenses, express or implied, to Corky’s IP, and shall not copy, modify, distribute, reverse engineer, or otherwise use Corky’s IP without Corky’s prior written consent.
5. Feedback. Customer may, from time to time, provide Corky’s with suggestions, comments, or feedback regarding the Services, including recommendations for improvements, modifications, or enhancements (“Feedback”). Customer acknowledges and agrees that any Feedback provided by Customer shall be deemed non-confidential and non-proprietary, and Corky’s shall have the unrestricted right to use, implement, modify, develop, or commercialize such Feedback without any obligation to compensate Customer. Customer hereby grants Corky’s a perpetual, irrevocable, worldwide, royalty-free, and transferable license to use, copy, modify, distribute, and create derivative works based on any Feedback provided, without restriction or further obligation to Customer.
6. Protection of Personal Data. If any of the Parties by the means of provision of or in connection with provision of the Services and cooperation under the Agreement has access to the personal data of the other Party or its customers and business partners, such Party shall:
     (a) Access, copy, view, process or use such personal data only to the extent and time necessary for provision the Services and cooperation under the Agreement;
     (b) Not disclose, transfer, process or provide the personal data to a third party (other than its affiliates, personnel, whereas sufficient
   level of protection and legal grounds for such provision or transfer of personal data is ensured), unless obtaining a prior written consent of the other Party or concluding a separate agreement on data processing with the other Party. In all cases both Parties are obliged to act with due care and in accordance with the applicable data privacy laws.
7. Corky’s Obligations to Customer. Corky’s shall perform the Services at the Covered Property in accordance with the following:
   (a) Corky’s shall determine the appropriate pest control methods on a case-by-case basis, considering human safety, environmental impact, and other relevant factors. Corky’s reserves the right to select and adjust treatment methods as necessary, in its sole discretion.
   (b) If the Agreement includes pest control for movable property (“Movables”) that requires treatment at a location other than the Covered Property, the Customer shall be responsible for all reasonable and documented costs incurred by Corky’s for transportation and related handling.
   (c) Corky’s shall provide the Customer with documentation related to inspections, proposed treatment measures, and service reports, which may be used solely for the Customer’s internal business purposes. Such documentation is provided for informational purposesn only, and no third party shall be entitled to rely on its contents.(d) Corky’s shall not be responsible for the construction, modification, or alteration of any buildings in connection with the Services, except for the mounting and dismounting of Corky’s equipment, unless explicitly agreed upon in writing.
   (e) Corky’s shall not be responsible for professional food handling unless expressly stated in the Agreement.
   (f) Unless specifically agreed upon in the Agreement, Corky’s obligations do not include pest control for Movables and/or goods, and any such services shall be subject to additional terms set forth therein.
   (g) Corky’s shall perform the Services during its normal operational hours, unless otherwise agreed in writing.
8. Customer’s Obligations to Corky’. Customer’s failure to fulfill any of Customer’s obligations under the Agreement shall, at Corky’s sole discretion (as may be permitted under applicable law), result in immediate termination of the Agreement and the Contract Period, which termination will result in waiver of any claim by Customer for refund of any amounts paid to Corky’s. In addition to Customer’s obligations set forth elsewhere in the Agreement, Customer’s obligations are as follow:
   (a) Customer shall grant Corky’s access to the Covered Property in accordance with Corky’s instructions;
   (b) Customer shall perform any preparations, prior to the performance of the Services, in accordance with Corky’s instructions. This includes, but is not limited to, construction or alteration of the Covered Property as requested by Corky’s in connection with the Services;
   (c) Customer shall ensure that all relevant areas or parts of the Covered Property are accessible for the placement or mounting of equipment by Corky’s;
   (d) Customer shall ensure that the proper power supply, in accordance with Corky’s instructions, is available if electrical or electronic equipment is being or has been mounted. This may include power supply from the electrical grid or via battery power;
   (e) Customer shall notify Corky’s of any particular conditions related to the Covered Property, including, but is not limited to, any sensitive or restricted areas as well as any restrictions related to the access to these areas and/or other parts of the Covered Property. To the extent necessary, the Customer shall provide Corky’s with any special equipment or similar item which is needed to access all or part of the Covered Property;
   (f) Customer shall immediately notify Corky’s if Customer becomes aware that any of Corky’s equipment, including electronic traps and monitoring devices, signage, or control stations, has been damaged, moved, improperly used, or otherwise harmed or mishandled;
   (g) Customer shall cooperate fully with Corky’s during the Contract Period as is reasonable and customary to permit Corky’s to fulfill its commitments under the Agreement. Customer’s cooperation includes, but is not limited to, permitting Corky’s personnel and assigned professionals to fully inspect and evaluate the Covered Property as Corky’s deems reasonably necessary prior to, and during, performance of the Services.
   (h) Customer shall be responsible for any restoration of the Covered Property following the mounting and/or dismounting of Corky’s equipment and/or after completion of the Services.
   (i) Customer shall maintain adequate insurance covering the Covered Property and the Movables, including to cover any physical injury to Corky’s personnel and/or property damage to Corky’s property and/or equipment.
9. Representations and Warranties. Each Party warrants and represents to the other Party that:
   (a) It shall comply with all applicable laws, rules and regulations;
   (b) if it is a company, it is a company incorporated, registered and validly existing under the laws of its jurisdiction and that it has authority to enter into and perform the Agreement;
   (c) the execution and performance of the Agreement is not contrary to any law, its corporate documents or any contracts or other documents binding on the Party;
   (d) all consents, approvals, resolutions, authorizations, actions or orders, including those which must be obtained from governmental authorities or agencies, required from either Party for the authorization, execution and delivery of or receipt of the Services, and for the performance of the obligations hereunder have been obtained;
   (e) the Agreement and fulfillment of and compliance with the Agreement’s terms and provisions do not (i) conflict with or violate any (A) judicial or administrative order, award, judgment or decree applicable to each Party, (B) any term, condition or provision of the corporate charter, bylaws, operating agreement, or regulations governing the organization or existence of the applicable Party, or (C) any instrument, mortgage, agreement, contract or restriction to which the Party is a party, or by which it is bound, or (ii) require the approval, consent or authorization of any court, tribunal or judicial authority, or any creditor of each applicable Party, or any other person;
   (f) is not bankrupt. No insolvency petition or petition for writ of execution or similar petition has been filed against the Party in the relevant jurisdiction and to the best of its knowledge no such petition has been filed or is imminent. No petition has been presented to, or any order made by, the competent authorities of the Party or any court for the winding up of the Party or for any conversion of the Party within the meaning of any applicable law;
   (g) no decision on its dissolution, entry into liquidation or transformation has been taken.
10. Termination of the Agreement. Either Party may terminate this Agreement if the other Party materially breaches any of its obligations and fails to remedy such breach within thirty (30) days after receiving written notice specifying the breach and requesting correction. Corky’s may terminate this Agreement immediately or suspend Services if Customer fails to make any required payment by the specified due date and does not cure such failure within ten (10) days of written notice. Additionally, Corky’s reserves the right to immediately terminate if the Customer does not provide reasonable cooperation or access necessary for Corky’s to perform the Services, fails to follow instructions regarding pest control treatments, safety protocols, or property preparation, or otherwise materially breaches the Agreement, including obligations outlined in Section 8 (Customer’s Obligations to Corky’s). In any event of termination, (i) if such termination occurs within six (6) months of the Effective Date Customer shall pay a fee of $199 upon such termination, and (ii)if such termination occurs between the seventh (7th) and twelve (12th) months of the Effective Date Customer shall pay a fee of $99 upon such termination,
11. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CORKY’S MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY OF THE SERVICES, TITLE OR NON- INFRINGEMENT OF THIRD-PARTY RIGHTS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
12. Indemnification. Customer shall indemnify, defend, and hold harmless Corky’s, its officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to:
    (a) Customer’s breach of any provision of this Agreement;
    (b) Customer’s failure to comply with applicable laws and regulations;
    (c) any property damage, personal injury, or death arising from Customer’s negligence and/or failure to follow Corky’s service instructions; or
    (d) any third-party claim arising from the presence of pests at the Covered Property, except to the extent such claim is caused solely by Corky’s gross negligence or willful misconduct.
13. Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO CASE SHALL CORKY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, SUPPLIERS, OR PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM THIS AGREEMENT AND IN NO EVENT SHALL CORKY’S BE LIABLE FOR ANY BODILY INJURY OR PROPERTY DAMAGES RESULTING FROM THE RECEIPT OR USE OF THE SERVICES OR ANY PRODUCTS PROVIDED BY CORKY’S. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL THE MAXIMUM TOTAL LIABILITY OF CORKY’S AND ITS AFFILIATES, FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THE AGREEMENT OR THE ACCESS TO AND RECEIPT OF THE SERVICES, EXCEED THE TOTAL AMOUNT CUSTOMER PAID TO CORKY’S IN FEES OVER THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM. This limitation of liability section shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise. To the extent Corky’s may not, as a matter of applicable law, disclaim any implied warranty or limit Corky’s liabilities, the scope and duration of such warranty and the extent of Corky’s liability will be the minimum permitted by applicable law.
14. Customer Claims. Customer shall notify Corky’s in writing of any damages or claims as soon as possible after (a) Customer has become aware of or should have become aware of the damage, or (b) the event, negligence or omission causing the damage, in each case in reasonable detail. Any such notice must be delivered to Corky’s within three (3) months from the earliest of: (i) the time the latest Services were completed or interrupted; (ii) the termination or expiry of the Agreement; (iii) the date on which Customer became aware of the claim; or (iv) the date on which Customer should have become aware of such damages or claims.
15. Payment and Fees. In consideration of Corky’s providing the Services, Customer will pay to Corky’s the fees set forth in the applicable Order Form. Customer shall pay all fees and charges due under the Agreement on or before the due date (as set forth in the Order Form). In the event the Order Form does not contain a due date, Customer shall pay all fees and charges due under the Agreement before the date the applicable Services are to be performed. If payment in full is not received within thirty (30) days of the due date, Corky’s, at its option, may (i) charge and collect on outstanding past due amounts the lesser of fifteen dollars ($15) per month or the maximum rate permitted by applicable law and/or (ii) employ an attorney to aid it in collection of any unpaid balance; If Corky’s should employ such an attorney, Customer agrees to pay all reasonable attorney fees and costs. The fees invoiced and payable to Corky’s under this Agreement and each applicable Order Form are exclusive of all sales, use, gross receipts, excise, value-added and other transactional taxes that Corky’s is legally required to charge on invoices issued to Customer in accordance with this Agreement and the applicable Order Form. Corky’s reserves the right to increase service fees at each Renewal Term regardless of payment terms or discounts applied.
16. Liens. Customer acknowledges and agrees that under the California Mechanic’s Lien Law, any structural pest control company which is contracted to do work for the property owner, and any contractor, sub-contractor, laborer, supplier, or other person who helps to improve the owner’s property but is not paid for their work or supplies used, has the right to enforce a claim against the property. Customer acknowledges and agrees that after a court hearing, the Covered Property and/or Movables, as applicable, could be sold by an officer of the court and the proceeds of the sale used to satisfy the amounts owed to Corky’s (and any other laborers or suppliers) that remain unpaid. In order to preserve their right to file a claim or lien against the property, Corky’s is required to provide Customer with a 20 day Preliminary Notice. A 20 day Preliminary Notice is not a lien against the property. it is a document strictly to inform Customer that Corky’s has the right to file a lien against the property should Customer’s financial obligations remain unmet It is Customer’s responsibility to ensure that payment of money due for work completed has been paid within 30 days.
17. Legal and Regulatory Changes. In the event of a change in the existing law as it relates to the Agreement and/or the performanceof the Services, Corky’s reserves the right to:
    (a) terminate the Agreement upon ten (10) days written notice to Customer (or as otherwise required by law); or
    (b) adjust the renewal payment and/or amend the terms of the Agreement at the beginning of each Renewal Period.
18. Ownership Transfer of Covered Property. If the Covered Property is sold or ownership is otherwise altered or changed, in any manner, during the Contract Period, then the Agreement is transferable to the Covered Property’s new or additional owner(s) only upon written approval by one of Corky’s authorized representatives. Upon such approved transfer and receipt of the transfer fee, the new or additional owner(s) of the Covered Property shall be included as Customer.
19. Chemical Sensitivity and Health Conditions. If Customer believes that Customer or other occupants or visitors to the Covered Property: (i) are or may be sensitive to pesticides/termiticide or their odors; (ii) are pregnant; and/or (iii) have other health conditions that may be affected by pesticides/termiticide or their odors, Customer must notify Corky’s in advance of the performance of the Services, including whether Customer or other occupants or visitors have consulted a medical doctor or other health care practitioner regarding such sensitivity or condition. Corky’s reserves the right, upon such notification, to deny/suspend the Services and/or to terminate the Agreement. Failure to provide notification constitutes Customer’s assumption of risk and waiver of any and all claims against Corky’s in connection with such sensitivity or condition, as well as agreement to indemnify and hold Corky’s harmless from any claims by any third party, including but not limited to, other occupants of the Covered Property, or visitors to the Covered Property.
20. Notice of Communications. Customer agrees to Corky’s sending Customer any and all communications, including billing, by automated call, email, or text message at the email address or phone number Customer provided to Corky’s, as recorded on the first page of the Order Form. Further, as used in the Agreement, the term notice shall mean Corky’s sending Customer communication by automated call, email, or text message. If such notice includes any alterations or changes in Corky’s duties, obligations, or commitments set forth in the Agreement, then such alterations or changes shall be effective upon thirty (30) days of Corky’s sending the notice.
21. No Third-Party Beneficiaries. There are no third-party or non-party beneficiaries to the Agreement. Customer agrees to indemnify and hold Corky’s harmless from any claims by any third-party or non-party arising from the performance of the Services or its other obligations under this Agreement.
22. Severability. If any provision of the Agreement or portion thereof is found unenforceable for any reason, then that unenforceable provision or portion shall be severed from the Agreement with no effect on the enforceability of the remainder of the Agreement.
23. Force Majeure. Corky shall not be held liable or in any way responsible or obligated to Customer as a result of any failure to perform pursuant to the Agreement, if such failure arises out of a cause beyond the control or without the fault or negligence of Corky including but not limited to acts of God, fires, floods, storms, explosions, acts of a public enemy, acts of civil or military authority, theft, governmental actions, acts of a nation or any state, rebellions or revolutions, territory, province or other political subdivision, unavailability of energy resources or other supplies, mass shootings, system or communication failure, delay in transportation, strikes, civil protests, riots or acts of war, pandemics, epidemics, quarantine restrictions, failure of supplies from ordinary sources, Customer’s failure to allow Corky access to Customer’s Covered Property for any purpose, specifically including reinspection and retreatment, whether the reinspection or retreatment was requested by Customer or Corky or any other reason beyond the control of Corky (each a “Force Majeure Event”). In the event of any such cause then Corky may use commercial reasonable efforts to fulfill the Agreement without waiver of the provisions of this clause.
24. Governing Law; Exclusive Jurisdiction. The Agreement will be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would result in the application of the laws of any other jurisdiction.
25. Excuse from Performance. Corky’s will be excused from failures to perform the Services and its other obligations under this Agreement to the extent that Customer or its agents fail to perform any of its obligations, including as identified in this Agreement in a timely manner or commit any other act or omission that causes Corky’s failure to perform the Services and/or its obligations under this Agreement. Corky’s shall be entitled to be compensated for any additional material costs incurred as a result of any delay or failure to perform on the part of Customer.
26. Entire Agreement. The Agreement and the Order Form, and each of their attachments/schedules contain the entire agreement between Corky’s and Customer, and no other statements or representations are binding upon the parties. Further, in entering the Agreement, Customer has not, and is not, relying on any representation or statement that may have been made by Corky’s or any person representing Corky’s except as expressly set forth in the Agreement.