Terms of Service

Process Shepherd LLC (Process Shepherd) offers its Service as per the conditions delineated in the following Terms of Service (the “Terms”).

These Terms are a component 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 to the Customer by Process Shepherd (collectively, the “Services”).

The Terms of Service are drawn up 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 expresses its agreement to this contract.

The Customer is advised to read these Terms with due care 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, 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 is binding 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. Thus, 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 it 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.

Service Use License; Identity Verification

The Service is granted under license only in accordance with these Terms. Process Shepherd maintains 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 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 individual(s).

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.

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.

Alterations to Services

From time to time, Process Shepherd may revise the Services. If we amend the Services in a manner that substantially diminishes their functionality, we will notify the Customer via the email associated with their account. For significant new features, we may inform Administrators or End Users about the updates via email, but the recipients will always have the option to unsubscribe from such emails.

Additional Features

Process Shepherd may occasionally offer certain Additional Features. The purchase of these Additional Features from Process Shepherd will be subject to the price quote we provide to the Customer. The Customer’s utilization of the Additional Features will adhere to the Agreement, as well as any further terms and conditions associated with the Additional Features as specified by Process Shepherd at the time of purchase. These Additional Features will be deemed part of the Services and will be subject to the constraints detailed in these Terms.

Support Services

Process Shepherd LLC pledges to employ reasonable efforts to uphold the support and service commitments detailed in this section. We are not accountable for delays or operational issues in the Service attributable to the Customer’s failure to meet specific obligations related to the Service’s operation or any external factors.

(a) Temporary Suspension: Process Shepherd may momentarily suspend the Services for essential maintenance, including, for instance, an interruption in our infrastructure supplied by third-party vendors. In case such suspension becomes necessary, we will provide the Customer with reasonable prior notice (via email) when it’s feasible under the circumstances. We will restore the availability of the Service as promptly as possible.

(b) Professional Services: If the Customer requests services beyond the scope of Process Shepherd’s Support commitments in this section, we may provide those services based on our discretion and resource availability. The Customer must pay for these services on a time-and-expenses basis at Process Shepherd’s current rates under a separate Order. Services such as development, customization, coding, installation, integration, consulting, and training are beyond the scope of our Support obligations unless explicitly agreed upon in writing.

(c) Standard Service Availability Hours; Scheduled Downtime:

(i) Standard Service Availability Hours are 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. The Customer understands that our access to third-party business partners depends on their operating hours, network availability, and performance.

(ii) 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%

User Account Registration and Policies

1) Account Creation: To access the Services provided by Process Shepherd, you’re required to create an account on our platform and agree to our Terms of Service. This account is created either when you sign up for our “Free Plan” or when you purchase one of our subscription packages.

2) Information Provision: To access and use the Services, you may need to provide certain registration details or other information either on your behalf or on behalf of other Users. It is crucial for your access and use of the Services that all provided information is accurate, up-to-date, and complete.

3) Free Plan Policies: Our “Free Plan” is a cost-free, limited version of a Process Shepherd plan. It caters to a limited number of End User Accounts and features. Details of the Free Plan are available under Pricing Plans on our website and are subject to changes from time to time.

4) Subscription Policies: We offer subscriptions to our Services under various Pricing Plans. Each Pricing Plan allows for a specified number of End User Accounts and includes certain features, as outlined on our pricing page.

Termination

Upon the termination of these Terms, the Service, including all updates, may cease to function appropriately, and all warranties, whether explicit or implicit, pertaining to the Service shall terminate. The Customer’s rights under these terms will automatically cease without notice from Process Shepherd if the Customer fails to adhere to any provision of these Terms. Additionally, Process Shepherd may terminate the Service for any actions taken by the Customer that Process Shepherd, in its sole discretion, considers as inappropriate usage of the Service, even if not explicitly outlined in these Terms, including any use of the Service that is prohibited by federal, state, or local law. Any warranty pertaining to the Service will automatically terminate without notice if the Customer fails to comply with any provision of these Terms. Both parties explicitly acknowledge and agree that all provisions of these Terms concerning Copyright or other protectable interests of Process Shepherd shall remain fully effective despite the termination of any warranty or use of the Service.

Proprietary nature of the service

The Service and Platform are exclusive properties of Process Shepherd, embodying valuable trade secrets. The Customer acknowledges that the Service incorporates proprietary content, data, and materials that are safeguarded by applicable intellectual property laws and other laws, which include, but are not limited to, copyright, trademark, and service marks. The Customer agrees to utilize such proprietary content, information, or materials solely for permitted uses under these Terms. The Service is entrusted to the Customer exclusively for the intentions stipulated in these Terms. The Customer will not reverse engineer, replicate, translate, alter, copy, print out, disassemble, decompile, or otherwise interfere with the Service or any software supplied therewith. Both parties acknowledge that any breach of this provision will inflict irreparable damage to Process Shepherd. As such, both parties agree that if the Customer fails to comply with these Terms, Process Shepherd will be entitled to specific performance, including immediate issuance of a temporary restraining order or preliminary injunction enforcing these Terms, judgement for damages caused by such violation, and any other remedies provided by law.

Data Usage Agreement

The Customer agrees that Process Shepherd may gather and utilize technical data and user details as outlined in its Privacy Policy (https://www.processshepherd.com/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.

Process Shepherd distinguishes between Personal Data and general information. Personal Data can be employed to identify, locate, or contact the Customer. In contrast, general information is data that does not qualify as Personal Data and is not associated with Personal Data. Process Shepherd may transform Personal Data into general information by excluding information that can personally identify the Customer. The Customer acknowledges that general information is the property of Process Shepherd and that Process Shepherd retains the right to use such general information at its sole discretion.

Process Shepherd may process information in the country where it was collected, as well as other countries (including the United States) where laws regarding the processing of Personal Data may be less stringent than the laws in the Customer’s country.

Process Shepherd uses Personal Data for its internal purposes, which may include contacting the Customer via email to inform them about updates to the Service and to provide information relating to transactions that the Customer conducts on the Process Shepherd’s website.

Process Shepherd may disclose Personal Data to third parties who process it in accordance with Process Shepherd’s instructions to provide Services to the Customer (including processing payments for the use of the Service).

Process Shepherd retains the right to disclose the Customer’s information if it believes in good faith that the disclosure is (a) mandated by law, regulation, or legal process; (b) necessary to detect, prevent, or rectify violations of these Terms, fraud, security, or technical issues; or (c) permissible to protect Process Shepherd, other users, or the public.

If Process Shepherd undergoes a change of control, such as a sale of assets, it will provide notice before the Customer’s Personal Data is transferred or becomes subject to a different privacy policy.

Third-Party Integrations

Process Shepherd’s Service allows data sharing with third-party “Platforms” via their public APIs. These are set up by the Customer to enhance our Services’ functionality. Platforms may include CRM providers and Help Desk solutions.

By using the Service, the Customer agrees that Process Shepherd is not responsible for evaluating the content or actions on these Platforms. Process Shepherd does not endorse and will not bear any liability for the Customer’s data shared on these Platforms.

If the Customer decides to use such Platforms, they are responsible for adhering to all applicable laws.

Process Shepherd reserves the right to modify, suspend, or disable access to the Platforms without notice. Process Shepherd is not liable for the removal or restriction of access to any Platforms. The Customer agrees to use these Platforms at their own risk and Process Shepherd is not liable for any content shared or actions taken on the Platforms.

User-Supplied Material

The Customer agrees that all data, text, images, videos, or other materials uploaded, posted, or displayed by the Customer on or through the Service (“User Content”) is solely the responsibility of the Customer. Process Shepherd does not claim ownership or control over any User Content. By uploading, posting or displaying User Content on or through the Service, the Customer grants Process Shepherd a global, non-exclusive, royalty-free, transferable license to utilize, reproduce, and adapt such User Content for the exclusive purpose of providing the Service to the Customer.

As a prerequisite of using the Service, the Customer agrees not to use the Service in any manner that infringes on the intellectual property rights of others. The Customer affirms that they have the authority to grant, or that the owner of any rights, including moral rights in such content, has fully and effectively relinquished all such rights and rightfully and irrevocably granted to the Customer the authority to grant the license specified above. If the Customer posts User Content in any public area of the Service, they also allow any User to access, display, view, store, and reproduce such User Content for personal use. Subject to the foregoing, the owner of the User Content posted on the Service retains any and all rights that may exist in such User Content.

Process Shepherd may review and choose not to accept or to remove any User Content at its sole discretion. Process Shepherd reserves the right to expel Users and block their further access to the Services for breaching these terms or applicable laws, rules, or regulations. Process Shepherd may take any action concerning User Content that it deems necessary or suitable at its sole discretion if it believes that such User Content could create liability for Process Shepherd, damage Process Shepherd’s public image or business. It is Process Shepherd’s policy to terminate the accounts of any Users who repeatedly infringe on the copyrights, or other intellectual property rights, of others.

Trademarks

The various trademarks, trade names, visuals, logos, and service marks (collectively referred to as the “Trademarks”) showcased on www.processshepherd.com or its associated domains are either registered or unregistered Trademarks of Process Shepherd, or they belong to other third parties that own those Trademarks. No element on this website or within these terms of service implicitly or otherwise grants the Customer, any license or right to utilize any Trademarks displayed on this site. Usage of these Trademarks without written authorization from Process Shepherd or the relevant third party that owns the displayed Trademarks is prohibited.

Content and Copyright

The written content, Trademarks, logos, imagery, graphics, photographs, video files, application functionality, digital media, and their arrangement on this website (“Website Content”) fall under patent, copyright, trademark, and other intellectual property rights protection. The Website Content should not be duplicated for commercial utilization or redistribution, and it should not be modified, processed, or reposted onto other websites. Access and use of this website are purely for personal use, information, education, communication with Process Shepherd, and for purchasing our services.

The Customer is allowed to download, copy, or print the Website Content of this website only for their personal non-commercial use. No right, title, or interest in any of the Website Content of this website is transferred to the Customer as a result of any downloading, copying, printing, or use of this website. All rights not explicitly granted to the Customer by these Terms are reserved by Process Shepherd LLC.

Disclaimer of Warranty

THE CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT THE USE OF THE SERVICE IS AT THEIR SOLE RISK. PROCESS SHEPHERD MAKES NO ASSURANCES THAT THE SERVICE WILL FULFILL THE CUSTOMER’S NEEDS, THAT THE FUNCTIONING OF THE SERVICE WILL BE CONTINUOUS OR FREE FROM ERRORS, OR THAT ANY FAULTS IN THE SERVICE WILL BE FIXED. AS A RESULT, THE CUSTOMER SHOULD NOT SOLELY RELY ON THE SERVICE FOR ANY PURPOSE. THE SERVICE AND ALL RELATED ASPECTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT ANY FORM OF GUARANTEE, AND PROCESS SHEPHERD HEREBY REFUTES ALL WARRANTIES AND CONDITIONS REGARDING THE SERVICE AND ANY RELATED ASPECTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A SPECIFIC PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO VERBAL OR WRITTEN INFORMATION OR GUIDANCE PROVIDED BY PROCESS SHEPHERD OR ITS AUTHORIZED REPRESENTATIVE WILL ESTABLISH A WARRANTY.

Privacy and Cybersecurity Indemnification

The Customer acknowledges that the Service and Platform offered by Process Shepherd are utilized to process information and Personal Data that the Customer either provides individually or via a business entity transfer under these Terms. For the purposes of these Terms, the Customer is designated as the Data Controller, and Process Shepherd is designated as the Data Processor. The Customer agrees and recognizes their responsibilities as the Data Controller under the Process Shepherd Data Processing Agreement.

To the greatest extent permitted by law, for all Personal Data that the Customer collects, Processes via the Services, or maintains on the Platform, the Customer shall indemnify and hold Process Shepherd, its Affiliates, and their respective officers, directors, trustees, shareholders, employees, and agents (each an “Indemnified Party”), harmless from and against any and all damages, liabilities, or third-party claims against any Indemnified Party, for loss, cost, damage, or expense of every kind and nature (including, without limitation, penalties imposed by law, regulations, rules by any regulatory authority, court costs, expenses, and reasonable attorneys’ fees). This indemnity arises out of or relates to privacy and cybersecurity requirements, including without limitation, failure to comply with Articles 5 to 21, and 32 to 37 of the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council (“GDPR”), or resulting from, in whole or in part, the violation or non-compliance with this Agreement or the omission, negligence, gross negligence or willful misconduct by the Customer or any of the Customer’s representatives.

Limitation of Liability

Process Shepherd shall not bear responsibility for any loss or damage incurred by the Customer or any third parties as a result of the Service or information contained within the Service. The Customer forfeits any and all claims they may possess against Process Shepherd stemming from the Service’s performance or lack thereof. The Customer specifically relinquishes any and all claims they may have against Process Shepherd as a result of inaccurate information content displayed by the Service or alterations to content made by the Customer.

Process Shepherd shall not be held accountable for any direct, indirect, incidental, special, or consequential damage, whether premised on a contract, tort, or any other legal theory, resulting from any use of the Service or any performance of these Terms. This includes, without limitation, damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses, that arise from or relate to the Customer’s use or inability to use the Service, even if Process Shepherd has been made aware of the potential for such damages.

In no event shall Process Shepherd’s total liability to the Customer for all damages (except as may be required by applicable law in cases involving personal injury) surpass the amount the Customer has actually paid to Process Shepherd for the Service in the 365 days immediately preceding the date that Process Shepherd receives written notice of a claim from the Customer. The aforementioned limitations will apply even if the above stated remedy fails of its essential purpose.

Consent to Cross-Border Transfers of Personal Data for International Users

For those Customers of Process Shepherd residing outside the United States, the Customer acknowledges and expressly consents to Process Shepherd’s utilization of their Personal Data. Furthermore, the Customer acknowledges that Process Shepherd’s processing of Personal Data is essential for the provision of the Services or usage of the Platform. At times, Personal Data will be accessible by individuals located globally, including in countries that the European Commission or other geopolitical authorities may not have determined to offer the same level of data protection as the Customer’s home country, province, territory, or geopolitical region. Such information may be accessed by the courts, law enforcement, and national security authorities of those jurisdictions.

By providing Process Shepherd with Personal Data, the Customer consents to its use in accordance with these Terms. This includes the transfer of the Customer’s information across international boundaries to jurisdictions anywhere in the world as permitted by local law.

Absence of Granted Rights; Non-Transferability

These Terms do not infer, promise, or establish any right, title, or interest in the Service or Process Shepherd’s proprietary information to the Customer. The Customer is not permitted to sell or transfer any part of the Service to a third party. The Service must not be identified as originating from any source other than Process Shepherd. These Terms are exclusive and personal to the Customer. The Customer must not assign or transfer any rights or responsibilities under these Terms.

Ideas and Input

Process Shepherd appreciates input or inquiries about the Service. Should the Customer choose to offer any insights or comments of any type to Process Shepherd, all insights and comments will become the sole and exclusive property of Process Shepherd. Process Shepherd will have the right to employ such feedback in any way and for any purpose at its exclusive discretion without any obligation for payment, compensation, or acknowledgment to the Customer. However, Process Shepherd has no obligation to utilize such feedback.

Policy on Reimbursement

The Customer has the option to terminate their account at any moment from their organization page, or by dispatching an email to support@processshepherd.com with “Cancel” in the subject line. Process Shepherd will be pleased to deliver additional guidance on how to terminate the account if required at that point. Except for distinct scenarios where our support team deems it justified, no reimbursements will be issued.

Legal Notification

Process Shepherd has the right to alter these Terms or any supplementary conditions, and such alterations shall be binding and in effect upon the Customer upon notification by Process Shepherd through email to the email account given by the Customer during registration for the Service. If the Customer disagrees with any modification to these Terms, they should discontinue their use of the Service.

Communications through the Process Shepherd’s website or any email or contact links provided there are not to be considered as legal notice to Process Shepherd or any of its officers, employees, agents, or representatives, especially in cases where notice to Process Shepherd is necessitated by agreement, or any federal, state, or local laws, rules, or regulations.

The Customer may provide notice to Process Shepherd at:

Process Shepherd LLC
support@processshepherd.com

Qualifications

To utilize the Service, the Customer must:
(i) be a minimum of eighteen (18) years old and possess the capacity to enter into agreements;
(ii) finalize the account registration process;
(iii) consent to these Terms and the Agreement;
(iv) provide accurate, comprehensive, and current contact and billing details;
(v) not be located in Cuba, Iran, North Korea, Syria, or any other region that is subjected to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country; and
(vi) not be enlisted on any U.S. government list of forbidden or restricted individuals.

By utilizing the Service, the Customer affirms and guarantees that they satisfy all the prerequisites listed above, and that they won’t use the Service in a manner that infringes any laws or regulations. Please note that by affirming and guaranteeing, the Customer is making a legally enforceable commitment. Process Shepherd may decline service, close accounts of any Customer, and modify eligibility requirements at any time.

Lawful Conduct

The Customer assures and promises that their usage of the Service will be in accordance with all relevant laws and regulations, including all Data Protection Laws. It is the Customer’s responsibility to ascertain whether the Service is suitable for use in light of their obligations under any legislation or regulations, including HIPAA, GLBA, Data Protection Laws, United States export control laws and regulations, economic sanctions laws and regulations, or any other applicable laws. Process Shepherd is not liable if the Customer’s use of the Service contravenes any laws or regulations to which they are subject. The Service must not be used for any illegal or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children’s Online Privacy Protection Act, or any other relevant laws. The Customer guarantees and assures that they have obtained valid consent or other legal basis for all data, including Personal Data, that they upload to, store, or Process with the Service.

Moreover, the Customer agrees, asserts, and promises to Process Shepherd that:
(i) they will secure and sustain all necessary permissions and valid consents or other valid legal bases necessary to lawfully transfer data to Process Shepherd and to enable such data to be lawfully gathered, Processed, and shared by Process Shepherd for the purposes of providing the Service or as otherwise directed by the Customer; and
(ii) to the extent Process Shepherd processes the Customer’s data or information protected by Data Protection Laws as a Data Processor on their behalf, the Customer and Process Shepherd shall be subject to and comply with the Process Shepherd Data Processing Agreement, which is incorporated into and forms an integral part of these Terms and the Agreement.
Process Shepherd’s DPA outlines the Customer’s and Process Shepherd’s respective obligations concerning data protection and security when Processing the Customer’s data on their behalf in connection with the Services. The Customer agrees to indemnify and hold Process Shepherd harmless from any losses, including all legal fees and expenses that result from the Customer’s breach of this Section.

Miscellaneous Provisions

Governing Law: These Terms, regardless of execution locale, are governed by and construed under Delaware law, USA, excluding any other jurisdiction’s law.
Jurisdiction: The Customer consents to personal jurisdiction in state courts within New Castle County, Delaware, USA, for all legal proceedings arising from these Terms.
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.
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.
Severability: If any provision of these Terms is found invalid, the remaining parts will be interpreted to best reflect the parties’ intent.
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.