Terms of Service
About these Terms
These Terms of Service (the “Terms”) govern access to and use of iAudited, the digital solution for managing Process Audits provided by Pinnokkio LLC, a Michigan limited liability company located at 145 S. Livernois Road, #325, Rochester, MI 48307, USA. When you use iAudited, your contract for the Product is with Pinnokkio LLC.
Acceptance
By ordering, accessing or using the Product, including during a free trial, you agree to these Terms. Your continued use of the Product means you continue to accept them. If you use the Product on behalf of an organization, you confirm that you are authorized to accept these Terms on its behalf. If you do not agree, do not use the Product.
Signed agreements
If your organization has signed a separate written agreement or order form with us, that agreement prevails where it conflicts with these Terms.
Orders processed by Paddle
Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all orders processed through Paddle. Paddle handles payment, invoicing, sales taxes and refunds for those orders, under Paddle’s Buyer Terms.
Customers invoiced directly by Pinnokkio LLC under a signed agreement pay us directly.
1. Service commitment
a) Product configurations
The Product is a digital solution to manage Process Audits. It is available with the following configuration options:
Product version
- Professional
- Enterprise
- Infrastructure
Cloud provider & country of data-storage options
- Amazon AWS (Seller-managed)
- Gov cloud (Seller-managed)
- On-premises (Client-managed)
Payment options
- Subscription, monthly
- Subscription, annual
- License, perpetual
b) Availability
Our commitment to service availability is 99.99%. We back that up with a partial or full refund in case of lower than committed availability. This commitment is only applicable to the product configurations with a Seller-managed cloud. For details on refunds and exclusions to the service availability, please see Chapter 6, Sub-section (a)(i).
While we work to meet this commitment and back it with the refunds described in Chapter 6, we do not guarantee that the Product will be uninterrupted, timely or error-free.
c) Network and security
Our network interface to the internet supports:
- Network burst bandwidth: 5 Gbps
- Free data-transfer out of the network up to: 1 TB monthly (enough for 150 audits per day per user!)
- Network encryption (Client device to Server): TLS + AES 256 bit
This commitment is only applicable to product configurations with a Seller-managed cloud.
d) Cloud storage and security
Our cloud storage is automatically backed up and has best-in-class redundancies. It supports:
- Storage (SSD) encryption: Yes
- Storage burst transfer rate: 1.5 Gbps
- Free storage up to 40 GB per plant (typically 10 years of audit data)
This commitment is only applicable to product configurations with a Seller-managed cloud.
e) Privacy and access to data
For product configurations with a Client-managed cloud, the Seller has no access whatsoever to any data.
For product configurations with a Seller-managed cloud, we provide a similar level of privacy by using end-to-end encryption (encryption during storage and transmission) and data-access protocols. Table 1 shows how we maintain privacy on the Seller-managed cloud. See also our Privacy Policy.
| Type of client data | Seller’s personnel with access |
|---|---|
| Uploaded content (example: audit questions and responses) | None (end-to-end encryption; only the Client can utilize decryption keys) |
| User cookies | None (end-to-end encrypted; only the Client can utilize decryption keys) |
| Anonymous statistics (example: bandwidth used, total number of users) | Designated admins only |
| Troubleshooting data | With explicit Client permission |
f) Data ownership
We follow the 4 Laws of data ownership below:
- Your Data is Yours. We do not own your data. Uploading content to our web or mobile application does not change that content’s ownership or copyright status. By using our products, you give us permission to do certain things with your data so that we can run our service. For example, you give us permission to back it up, send it over a network, index it for searching, display it on your various devices, etc. Some of these operations may require us to send your data to our normal business partners, such as a network operator, that we have contracted with to provide parts of the Product’s functionality. Before we do this, we’ll always make sure that our contracts with such partners protect your ownership rights. Other than giving us permission to perform these limited operations so we can run the Product, you retain all the rights to your data.
- Your Data is Protected. Everything you put into the Product is private by default. We are not a “big data” company and do not try to make money from your content. Everything you put into the Product is stored in a secure data center with redundancies and best-in-class protection. Communications between Client devices and our network are encrypted. We provide industry-leading security technologies, like AES-256, to all users, and we’re constantly investing in ways to improve data protection. We take the utmost care in protecting your password and no one on our side will ever ask you for it.
- Your Data is Portable. Even though we wish to retain our clients, we still want to make sure that they can leave the service quickly and easily. There is no data lock-in with our Product. We are committed to making it straightforward for you to get all your data into, and out of, the Product at any time.
- Your Data is stored in a Country of your choice. As a part of the Product configuration options, you may choose the country of data storage. We will not transfer your data out of that country unless you request us to.
g) Training
The product is as easy to use as Gmail™. Personnel familiar with web browsing can start using this product without any training. However, we do provide training to familiarize users with Layered Process Audits and the extra tools available to users with administrative privileges.
- Training webinars are free. We provide bi-weekly free webinars for all users. Special webinars can be arranged.
- On-site training. One on-site training session is free for the Enterprise version. Subsequent on-site training sessions may be chargeable based on your location.
- Comprehensive documentation. We provide a comprehensive set of recorded tutorials so that users may refer to them at their convenience.
h) Ongoing customer support
We have 24x7 online customer support in English. We provide support in Spanish during business hours (9am to 5pm US Central Time). Clients may also directly email us or call us about their request. Most support requests are resolved within 24 hours.
i) Product updates
- For Seller-managed cloud: Product updates are rolled out in real time. Clients can choose to opt out of an update or roll back an update.
- For Client-managed cloud: Product updates are sent to the Client for installation every 12 months.
2. Minimum system requirements for the Client
a) Client devices
The minimum system requirements for client devices (laptops, cellphones, PCs) used to access the Product are:
- Modern and up-to-date web browser (Chrome, Firefox, Edge or Safari)
- JavaScript and cookies enabled on the web browser
- Available RAM: 2 GB
- Updated operating system: Windows, Android or iOS
- Internet connection speed: more than 150 Kbps
b) Cloud infrastructure
For Product configurations with a Client-managed cloud, the recommended infrastructure is:
- Operating system: Windows Server 2016 or later
- Server: PHP release 7.1 or later
- Database: MySQL release 8.0.12 or later
- RAM: 4 GB; Storage: 1 TB; Processor with TDP 60W (14nm) or equivalent
- Network burst bandwidth: 300 Mbps or more
- Privacy and data-access protocols
- An IT administrator
For Product configurations with a Seller-managed cloud, please see our Service Commitments in Chapter 1.
3. Contractual restraints and acceptable use
a) For the Seller
i. Confidentiality
The Seller shall maintain confidentiality of the Client’s data in its possession even after the termination of this Contract. Notwithstanding the above, the Seller has the right to prepare its case using relevant information for the purpose of litigation.
b) For the Client
The following applies to ALL product configurations.
i. The Client will safeguard the Seller’s Intellectual Property
The Client recognizes the Product is the Seller’s (sole) Intellectual Property and shall remain so even after the execution of this Contract and/or termination of this Contract. The Client shall implement appropriate data security tools and data-access protocols to minimize the risk of theft of the Seller’s Intellectual Property from the Client’s premises. In case of suspicion of such a theft, the Client will immediately notify the Seller and share information to aid investigation.
The Client shall not make or attempt to make derivative works of the Product. The Client shall not extract source code from the Product. The Client shall not document or divulge the Product’s functionality by any means including flow-charts, diagrams, use-cases, database layouts, screenshots, wireframes, mock-ups, videos etc. The Client shall not make duplicate copies of this Product other than a single copy for back-up purposes only. The Client shall not replicate this Product.
The Client may not transfer the Product (including to a parent corporate entity, sister corporate entity, in case of a merger or acquisition, or as a re-sell) where the potential possessor may be associated with a competitor of the Seller.
After termination of this Contract, the Client will immediately delete all the Seller’s Intellectual Property from its premises including any back-ups.
ii. Use the Product for its intended application only
The Product is intended to be used to manage process audits. The Product may not be used in a way that harms the safety or rights of minors. The Product may not be used in a way that violates applicable local laws or international laws or basic human rights. The Product may not be used in a way that promotes gender or racial bias.
In addition, the Client must not, and must not allow anyone to:
- use the Product for any unlawful or fraudulent purpose;
- use the Product to send spam or unsolicited messages, or to impersonate any person or organization;
- upload or transmit viruses, malware or other harmful code;
- probe, scan or test the vulnerability of the Product, or breach or circumvent its security or authentication measures;
- scrape, crawl or use other automated means to extract data from the Product, other than through features or exports we provide;
- interfere with or disrupt the Product or other customers’ use of it; or
- infringe anyone’s intellectual property or other rights.
The Product may not be used with configuration options other than those agreed upon in this Contract.
4. Transfers, payment and taxes
a) Items (things)
- For Product configurations with a Client-managed cloud, the Seller will transfer the necessary digital files of the Product to enable it to function on the Client-managed infrastructure. The Seller will retain all the Intellectual Property rights to the Product.
- The Client will transfer funds before the invoice (or bill) due dates.
b) Rights (access and use)
- The Seller grants the Client the right to access and use the Product for the agreed-upon configuration options.
- The Seller will retain all the Intellectual Property rights to the Product for all Product configurations.
- The Client shall retain all Intellectual Property rights to the data uploaded by the Client to the Product.
- The Client grants the Seller the right to securely and confidentially process its data in order to deliver the functionality of the Product.
c) Items or representations not included in the Contract
- The Seller is not responsible for creating content to be uploaded to the Product like audit questions, audit-question-related images or videos, the Client’s organizational or process hierarchy, or the Client’s user list.
- The Seller is not responsible for the Client’s inability to achieve or maintain compliance with any industry-recognized certification bodies or other entities while using the Product or due to service unavailability of the Product.
- The Seller is not responsible for the Client’s defective products or defective services delivered while using the Product or due to the service unavailability of the Product.
- The Seller is not responsible for the Client’s safety accidents or environmental accidents that occurred while using the Product or due to the service unavailability of the Product.
d) Payment, billing and taxes
Orders processed by Paddle. Paddle.com, as Merchant of Record, sells the Product to you and issues your invoice. Payment, billing, taxes and refunds for those orders are governed by Paddle’s Buyer Terms together with these Terms. Invoices may be paid by bank transfer using the details printed on the Paddle invoice, or by any other method the invoice offers. Paddle adds any applicable sales tax, VAT or similar taxes.
Orders invoiced directly by us. Payment is due by the date on our invoice, using the payment details on the invoice. Prices exclude taxes, which are added where required by law.
Term and renewal. Each subscription term is stated on your purchase order and the matching invoice. Subscriptions do not renew automatically: a new term begins only when your organization issues a new purchase order and we, or Paddle, issue an invoice against it.
Cancellation. You may cancel at any time by emailing support@iaudited.com. See Chapter 7(b)(ii) for the effect of early termination and our Refund Policy for refunds.
5. Government regulations
a) Law-enforcement requests
We interpret law-enforcement requests very narrowly. Typically, only the jurisdiction of the country of data storage applies for compliance with law-enforcement requests. Notwithstanding anything in this Contract, the Seller may comply with law-enforcement requests like a court order etc. The Seller may share data with law enforcement if there is reasonable suspicion that the Product is used in a way that harms the safety or rights of minors, violates applicable local laws or international laws, or basic human rights.
b) Uploading data regulated by the government
The Product supports multiple data-compliance frameworks like HIPAA and ITAR. However, the Client must notify the Seller if the Product would be used to store data that is regulated by the government. Such a notification must be sent to the Seller at least 10 days in advance so that appropriate due diligence may be performed by both parties.
c) ITAR advisory
If the Client stores or processes data regulated under the USA’s International Traffic in Arms Regulations, 22 CFR 120-130 (“ITAR”) (referred to herein as “ITAR-Regulated Data”) in utilizing the Product, the Client must conform to the following ITAR requirements, in addition to any other ITAR or export control restrictions that may be applicable:
- You (the Client) are an individual or entity that qualifies as a U.S. Person under the applicable regulations.
- You have and will maintain a valid Directorate of Defense Trade Controls (DDTC) registration.
- You have full export privileges under U.S. export control laws and regulations and are not a denied or debarred party or otherwise subject to sanctions.
- If your export control privileges are revoked, suspended or terminated, or you otherwise become subject to sanctions or are barred from maintaining export-controlled data, you will immediately remove ITAR-Regulated Data and other export-controlled data from our Product.
- You must maintain an effective compliance program to ensure compliance with applicable U.S. export control laws and regulations, including ITAR, if applicable.
- Your users utilizing our Product must be trained on ITAR compliance.
Note: You must choose a data storage option in the USA. If you store or process any ITAR-Regulated Data using our Product, your users with Administrator privileges on our platform must be U.S. persons. As part of the shared responsibility model, you are responsible for restricting access to any Authorized Users to your application in accordance with regulations that apply to you.
ITAR boundary for our Product: If you maintain ITAR-Regulated Data in our Product, you must comply with ITAR. For more information about ITAR boundaries, view the DDTC guidance.
ITAR indemnification: You have been advised and hereby acknowledge that ITAR-Regulated Data may not be exported, temporarily imported, re-exported or retransferred and such ITAR-Regulated Data may not be exported to a foreign person in the U.S. or abroad without complying with all relevant requirements of ITAR, including the requirement to obtain any written export, temporary import or re-export or retransfer authorization from DDTC, or otherwise make and document the determination that an ITAR licensing exemption applies, as the case may be. You hereby agree to defend, indemnify, and hold harmless the Seller, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to any claim concerning your failure to comply with any rules and restrictions promulgated under ITAR.
6. Defaults and remedies
For orders processed by Paddle, refunds under this Chapter are issued through Paddle to the original payment method.
a) The Seller
i. Non-availability of Product
For service availability, calculated on a monthly basis, of less than 99.99%, we will refund 30% of the monthly price. For service availability of less than 90%, we will refund 100% of the monthly price. In case of an annual subscription, the monthly price for refund will be calculated as 1/12th of the total price. In case of a perpetual license, the monthly price for refund will be calculated as 1/60th of the total price. This commitment is only applicable to product configurations with a Seller-managed cloud.
The service availability is subject to the following exceptions:
- Scheduled maintenance not exceeding a cumulative 3 hours per month, provided that the Seller provides a 3-day advance notice of the start of such maintenance.
- Suspension of the Client’s account due to violation of the Contract, including non-payment. The Seller will provide a 15-business-day advance notice via the email on file before such suspension, except as provided in Sub-section (b)(vi) below.
- Unavailability due to disruption of infrastructure at the Client or their Internet Service Provider or their cloud provider.
- Unavailability when delivering a customer request for a non-bug issue (example: updates, customization or training).
- Force majeure: while we can deliver our service from multiple locations around the world, we may be disrupted due to a major military conflict, a major natural disaster or a disruption to undersea cable communications.
ii. Unsatisfactory product
The Product is currently available for a free trial period of 45 days. After that, and up to 90 days after the purchase, the Client is eligible for a full refund if the Client deems the Product unsatisfactory for whatsoever reason. There is no refund after 90 days for an unsatisfactory product. See our Refund Policy.
iii. Non-availability of customer service
For every instance of a new, unique and reasonable customer support request not being responded to within 2 business days, the Seller will refund the Client 5% of the monthly price. The cumulative value of such refunds may not exceed half of the monthly price.
iv. Data-security breach of Client’s data
The Seller must immediately (within 3 business days) notify the Client of any data-security breach of the Client’s data. In the event of a 3rd-party data-security breach, the Client may choose to terminate the Contract early with a refund for the unused remainder of the Contract duration or 50% of the total Contract value, whichever is higher. This is only applicable to Product configurations with a Seller-managed cloud. Further, this is not applicable to data-security breaches caused due to negligence by the Client. The Client will not be eligible for any refund for a data-security breach caused due to negligence by the Client.
v. Other violation of the Contract
In the event of a violation of the Contract by the Seller not already covered above, the Client may choose to terminate the Contract early with a refund for the unused remainder of the Contract duration. This is not applicable to the product configurations with a Client-managed cloud and/or a perpetual license. For product configurations with a Client-managed cloud and/or a perpetual license, there shall be no refund for the type of violation of the Contract not already covered by sub-sections (i) to (iv) of this Chapter.
The cumulative value of any and all refunds in a month may not exceed the monthly price of the Product.
b) The Client: suspension and termination
i. Non-compliance with local and international laws by the Client
The Seller may terminate the Contract early without any refunds.
ii. Non-payment
The Seller may terminate the Contract early without any refunds.
iii. Theft of Seller’s IP due to gross negligence
The Seller may terminate the Contract early without any refunds.
iv. Intentional violation of Seller’s IP
The Seller may terminate the Contract early without any refunds. The Seller reserves the right to claim further compensation.
v. Using the Product in a configuration other than the purchased configuration
Example: exceeding the total number of users of the Product (see your invoice). The Seller may terminate the Contract early without any refunds. The Seller reserves the right to claim the lost revenue due to a price differential of the product configuration actually used by the Client.
vi. Security or fraud risk
The Seller may suspend access to the Product immediately, without the advance notice described in Sub-section (a)(i)(b), where reasonably necessary to address a security threat, suspected fraud or unlawful use. The Seller will tell the Client the reason and restore access once the risk is resolved.
vii. Material breach or repeated violations
The Seller may suspend or terminate the Contract for a material breach of these Terms, or for repeated or serious violations of Chapter 3(b)(ii), that the Client does not remedy within 15 business days of written notice.
7. Definitions and declarations
a) Definitions
- ‘Seller’, ‘we’, ‘us’ refers to Pinnokkio LLC, registered in Michigan, USA, at 145 S. Livernois Road, #325, Rochester, MI 48307, and to our affiliates. The corporate entity that is designated as your “data controller” is Pinnokkio LLC.
- ‘Client’, ‘you’, ‘user’, ‘authorized user’ collectively refers to the organization or individual that orders, subscribes to or uses the Product, and to its employees, users, vendors and other affiliates who access the Product under its account.
- ‘Product’, ‘iAudited’, ‘Platform’, ‘Intellectual Property of the Seller’ refers to our software solutions for managing process audits, branded as ‘iAudited’.
- ‘Contract’ refers to these Terms of Service, together with any order, invoice or signed agreement that references them.
b) Declarations
i. Choice of law
Michigan State Law is applicable to this Contract.
ii. Early termination of Contract by the Client
The Client may at any time choose to terminate this Contract without expectation of a refund, except as provided in our Refund Policy and Chapter 6. Upon being notified by the Client, the Seller must immediately and permanently delete all the content uploaded by the Client to the Seller-managed cloud.
iii. Early termination by the Seller of a contract with a subscription-type payment option
The Seller may terminate (or decline renewal of) a contract early with a 12-month advance notice. The Seller must refund the Client for the unused portion of the contract.
8. Changes and contact
We may update these Terms from time to time. We will post the updated version on this page with a new version number and date, and will notify active customers by email of material changes before they take effect.
Questions about these Terms:
Pinnokkio LLC
145 S. Livernois Road, #325
Rochester, MI 48307, USA
Email: support@iaudited.com