Process Shepherd

Categories

Menu

Terms of Service

Process Shepherd LLC (“Process Shepherd”) offers its Service under the conditions outlined in the following Terms of Service (“Terms”).

These Terms form part of the Agreement and establish the conditions under which the Customer is permitted to use the Services in accordance with the Agreement. The Terms govern the Customer’s access to and use of all software, mobile applications, websites, and related services provided by Process Shepherd (collectively, the “Services”).

The Terms of Service are between Process Shepherd and the individual or organization agreeing to these Terms (“Customer”). This Agreement regulates access to and use of the Services by the Customer. By clicking “I agree,” signing a contract for the Services, or utilizing the Services, the Customer agrees to this contract.

The Customer is advised to read these Terms carefully before beginning to use the Services. By using the Services or registering for an account, the Customer accepts and agrees to comply with and be bound by these Terms, the Privacy Policy, and other applicable policies and terms of the Agreement. If the Customer does not agree to the full Agreement, it must not access or use the Services.

If the Customer is accepting these Terms on behalf of an organization, it binds that organization to these Terms. The Customer asserts that it has the legal capacity to bind the organization to these Terms. If the Customer lacks such authority, it should not sign up for the Services.

The Customer acknowledges that these Terms of Service govern its use of the Services and agrees to be wholly bound by them as soon as it utilizes any of the Services. Therefore, the Customer is advised to review them thoroughly before using the Services.

If the Customer lacks authority to act on behalf of its organization, or if it disagrees with these Terms of Service, it must not accept the Terms of Service and shall not use the Services. Process Shepherd reserves the right to refer any suspected fraudulent, abusive, or illegal activity to law enforcement authorities at its discretion.

1. Service Use License; Identity Verification

The Service is granted under license only in accordance with these Terms. Process Shepherd retains all rights not explicitly granted to the Customer, including title and exclusive ownership of the Service, along with any and all software updates and source code related to the Service.

Upon the Customer’s registration for the Service, Process Shepherd grants the right to install and/or use the Service for the total number of Users identified and authorized by the Customer. The Service may not be accessed or used by:

  • (a) Individuals not identified by name, or
  • (b) Any other software or hardware devices that do not require named users for access or use.

A named user refers to an individual identified by the Customer by name who is authorized to use the Service, irrespective of how such access is achieved or if such an individual utilizes any hardware or software that minimizes the apparent number of Users utilizing the Service, such as by employing a terminal service. The Service may not be used or accessed by any other software or hardware devices that do not require an individual user for access or use. Process Shepherd reserves the right at any time to require the Customer to provide a list of named individuals.

The Customer may not rent, lease, lend, sell, redistribute, or sublet the Service. These Terms will govern any upgrades provided by Process Shepherd that replace and/or supplement the original Service. The Customer agrees to exert their best efforts to shield the Service and upgrades from unauthorized use, reproduction, distribution, publication, or alteration.

2. Service Overview

The extent and intent of the Services are outlined on the Process Shepherd website and differ based on the subscription plan selected by the Customer. Process Shepherd reserves the right to modify the characteristics, functions, or design of the Platform, provided that these alterations do not significantly affect the availability of the Services.

3. Fair Use Policy

3.1 Intended Usage and Purpose

  • Platform Access: Process Shepherd is designed to help organizations manage complex workflows, compliance, and knowledge management through a decision tree-based platform. The platform is intended to be used by authorized users within the Customer’s organization for business purposes in accordance with the agreed subscription plan.
  • Authorized Users: Only users who are registered and authorized by the Customer may access and use the platform. The Customer is responsible for ensuring that all authorized users comply with these Terms of Service.

3.2 API Usage

  • Purpose: The API provided by Process Shepherd is intended to facilitate integration with other systems within the Customer’s environment, enabling seamless data exchange and automation of tasks.
  • Access: API access is restricted to the Customer’s authorized users and applications. It is provided solely for the purpose of enhancing the Customer’s use of Process Shepherd’s services.
  • Rate Limiting: To ensure fair use and maintain platform performance, Process Shepherd imposes rate limits on API calls. The specific limits depend on the Customer’s subscription plan and are intended to prevent excessive use that could impact the platform’s performance for other users.
    • Typical Limits: The API rate limits may include restrictions on the number of API requests per minute, hour, or day. These limits are specified in the API documentation provided to the Customer.
    • Exceeding Limits: If the Customer exceeds the allocated API rate limits, Process Shepherd may throttle API requests or temporarily suspend API access to prevent disruption to the platform’s services. In cases of repeated violations, API access may be permanently restricted.

3.3 Data Storage and Bandwidth

  • Storage Limits: The Customer’s data storage within Process Shepherd will be subject to limits based on the chosen subscription plan. Excessive data storage that exceeds the allocated limit may require a plan upgrade.
  • Bandwidth Usage: Excessive bandwidth usage that negatively impacts the platform’s performance for other users may be subject to throttling or require a plan upgrade. The Customer is expected to use bandwidth in a manner consistent with the platform’s intended purpose.

3.4 Prohibited Uses

  • Abuse of Resources: The Customer must not use the platform in any way that could harm, overburden, or impair the platform’s infrastructure or interfere with the use of the platform by other customers.
  • Enforcement: In cases where the Customer violates the Terms of Service, Process Shepherd may take action, including but not limited to throttling API access, suspending accounts, or terminating the service. Process Shepherd will notify the Customer of any actions taken and provide an opportunity to correct the behavior.

4. Service Level Agreement (SLA)

Process Shepherd is committed to providing high-quality, reliable services to its Customers. The following Service Level Agreement (SLA) outlines the standards and commitments we maintain to ensure the availability, security, and integrity of our Services.

4.1 Service Availability and Uptime

  • Standard Service Availability Hours: Services are available 24 hours per day, every day, excluding Scheduled Downtime. Scheduled Downtime may include regular maintenance periods or times set by Process Shepherd necessary for application maintenance, updates, or repair. We will make reasonable efforts to minimize the impact of Scheduled Downtime on the Customer’s regular business operations.
  • Uptime SLA Percentage: Process Shepherd aims to maintain an average Uptime SLA Percentage of at least 99.99%. Subject to the applicable terms, dependencies, and exceptions provided in this document, if the Customer makes a written request within thirty (30) days of a month identified with a deficiency, they will be eligible for a credit in the calendar month following a missed Uptime SLA Percentage as detailed below:
SLA Percentage per month Credit as % of monthly fee
Below 99.95% 5%
Below 99.9% 10%
Below 99.5% 15%
Below 99% 20%

4.2 Provisions Limiting Changes to Customer Operations

Process Shepherd is committed to maintaining the stability and integrity of the Customer’s operations by regulating any changes that may affect their use of the Services. To this end, any changes that directly impact, disrupt, or alter the Customer’s operational environment will require explicit approval from the Customer, except in cases where immediate action is necessary to enforce the Terms of Service or protect the integrity, security, or availability of the Services.

Process Shepherd will provide advance notification of planned changes, along with detailed information regarding the scope, impact, and any required Customer actions. In emergency situations requiring immediate changes, Process Shepherd will notify the Customer promptly and provide follow-up details.

Process Shepherd reserves the right to revise the Services to enhance functionality or security. However, substantial changes that may diminish the platform’s capabilities will be communicated, and the Customer will have the opportunity to review and approve such changes where required.

4.3 Security-Related Commitments

  • Incident Response: Process Shepherd has implemented an Incident Response Plan in line with industry standards and CSA guidelines. This plan includes the identification, containment, eradication, and recovery processes. Upon detection of a security incident, Process Shepherd will assess the impact and communicate with affected Customers promptly. Notifications will be sent via the Customer’s registered email address, detailing the nature of the incident, the actions taken, and any recommended steps for the Customer.
  • Response Times for Security Incidents: Process Shepherd commits to responding to critical security incidents within 2 hours of detection. Non-critical incidents will be addressed within 24 hours. Continuous monitoring and automated alerts are in place to ensure rapid detection and response.
  • Continuous Monitoring: Process Shepherd is committed to maintaining the highest standards of security through continuous monitoring and regular internal audits. Continuous monitoring tools and processes are in place to detect and respond to security incidents in real-time. The Provider will also conduct internal audits regularly to evaluate the effectiveness of its security controls. The results of these audits, along with any security incident reports, will be shared with the Customer as part of our commitment to transparency and ongoing security improvement. Customers may request summary reports of monitoring activities and audit findings at regular intervals.
  • Regular Security Audits: Process Shepherd conducts regular internal and external security audits to ensure compliance with security standards and best practices. Audit results are reviewed by senior management, and remediation actions are taken as necessary to address any identified vulnerabilities.

5. Data Usage Agreement

The Customer agrees that Process Shepherd may gather and utilize technical data and user details as outlined in its Privacy Policy, which may include, but is not limited to, information pertaining to the Customer and the Customer’s devices, system and application software, and peripherals. This data is periodically collected to facilitate the customization, updates, and other services (if any) related to the Service. Process Shepherd may use this information to enhance the Service or to deliver services or technologies to the Customer.

5.1 Customer Data Export Upon Termination

Upon contract termination, the Customer will have the ability to request a data export of all Customer Data, which is provided in JSON text files. Data will be available for 30 days after termination. All Customer Data, including backups and log files, will be deleted 60 days after contract termination.

5.2 Data Export Requests

Customers have the right to request an export of their data, which must be made via the customer support portal. Data is exported in JSON text file format.

5.3 Data Breach Notification

Process Shepherd is committed to protecting your personal data. In the event of a data breach, Process Shepherd will notify the relevant supervisory authorities and affected data subjects without undue delay and, where feasible, within 72 hours of becoming aware of the breach, in accordance with GDPR requirements (Article 33).

6. Data Processing Agreement (DPA)

6.1 Data Processing Agreement (DPA)

The Data Processing Agreement (DPA) forms an integral part of the contract between Process Shepherd and the Customer. It outlines the responsibilities of both parties concerning data protection and compliance with GDPR and other relevant data protection laws. The DPA details the obligations regarding data processing, security measures, and the rights of data subjects.

7. Miscellaneous Provisions

7.1 Governing Law

These Terms, regardless of execution locale, are governed by and construed under Delaware law, USA, excluding any other jurisdiction’s law.

7.2 Jurisdiction

The Customer consents to personal jurisdiction in state courts within New Castle County, Delaware, USA, for all legal proceedings arising from these Terms.

7.3 General Indemnity

The Customer agrees to indemnify Process Shepherd and its entities from all claims, damages, and costs, including attorney fees, due to the Customer’s breach of these Terms or violation of any law or third-party rights.

7.4 Attorney Fees and Expenses

Process Shepherd reserves the right to recover reasonable attorney fees and costs from the Customer in any dispute related to these Terms.

7.5 Severability

If any provision of these Terms is found invalid, the remaining parts will be interpreted to best reflect the parties’ intent.

7.6 Effect of Waiver

Non-exercise of any right in these Terms does not imply waiver of any other rights.

IMPORTANT NOTICE FOR U.S. CUSTOMERS: The Customer agrees to resolve any disputes with Process Shepherd through binding arbitration instead of court proceedings.