Terms of Service

Effective Date: October 10, 2026

THIS DOCUMENT STATES THE TERMS AND CONDITIONS (THE “AGREEMENT”) UPON WHICH AUDIT INSIGHT SERVICES ("SERVICES") ARE PROVIDED BY LEAN ENTERPRISE SOFTWARE SOLUTIONS, LLC. dba: INSIGHT LEAN SOLUTIONS TO OUR CUSTOMERS, DEFINED BELOW ("USER"). BY PURCHASING, ACCESSING, OR USING THE AUDIT INSIGHT APPLICATION, THE USER AGREES TO THESE TERMS OF SERVICE.

USERS ARE RESPONSIBLE FOR REGULARLY REVIEWING AND BEING AWARE OF THE TERMS OF THE AGREEMENT. YOUR USE OF THE SITE/SERVICES CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT WITH ALL ITS TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN. A SERVICE ACCOUNT USER IS ALSO OBLIGATED UNDER THE SERVICE ACCOUNT AGREEMENT.

As part of the Service, Insight Lean Solutions will provide you with the use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the AUDIT INSIGHT website incorporated by reference herein, including but not limited to the Audit Insight’s privacy and security policies.

1. Privacy & Security

Audit Insight’s privacy and security policy may be viewed at https://insightls.com/privacy-policy. Insight Lean Solutions reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, Insight Lean Solutions occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service.

2. License Grant & Restrictions

Insight Lean Solutions hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Insight Lean Solutions and its licensors.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on another server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. Facility licenses cannot be shared or used by more than one facility.

3. Your Responsibilities

You are responsible for all activity occurring under your Facility accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connections with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Insight Lean Solutions immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report Insight Lean Solutions immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another AUDIT INSIGHT user or facility or provide false identity information to gain access to or use the Service.

4. Account Information and Data

Insight Lean Solutions does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not Insight Lean Solutions, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Insight Lean Solutions shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Insight Lean Solutions will make available to you Customer Data through LPA reports and dashboards which may be exported within 10 days of termination if you so request at the time of termination. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Insight Lean Solutions shall have no obligation to maintain or forward any Customer Data.

4.1. Data Retention

For all accounts that remain in good standing and which have not been terminated, Insight Lean Solutions will retain account data for a minimum of three (3) years. After a period of three (3) years, Insight Lean Solutions reserves the right to archive, delete or otherwise remove data older than this retention period. Upon request, special arrangements may be made for longer retention periods. Insight Lean Solutions reserves the right to charge additional fees for longer retention periods.

5. Intellectual Property Ownership

Insight Lean Solutions alone (and its licensors, where applicable) shall own all rights, title and interest, including all related Intellectual Property Rights in and to the AUDIT INSIGHT Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service, the AUDIT INSIGHT Technology or the Intellectual Property Rights owned by Insight Lean Solutions, the AUDIT INSIGHT name, the AUDIT INSIGHT logo, and the product names associated with the Service are trademarks of Insight Lean Solutions or third parties, and no right or license is granted to use them. The User retains all rights to Customer Data.

6. Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Insight Lean Solutions and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Insight Lean Solutions does not endorse any sites on the Internet that are linked through the Service. Insight Lean Solutions provides these links to you only as a matter of convenience, and in no event shall Insight Lean Solutions or its licensors be responsible for any content, products, or other materials on or available from such sites. Insight Lean Solutions provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

7. Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total Facility licenses requested times the Facility license fee currently in effect. Payments must be made annually, consistent with the Initial Term, or as otherwise mutually agreed upon. You are responsible for paying for all Facility licenses ordered for the entire License Term, whether or not such Facility licenses are actively used. You must provide Insight Lean Solutions with approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, general application license fee unless otherwise mutually agreed upon; and (iii) Insight Lean Solutions reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by email.

8. Excessive Data Storage

Insight Lean Solutions provides necessary disk storage space as part of the normal subscription fees. Insight Lean Solutions reserves the right, upon reasonable written notice to the User, to establish or modify its general practices and limits relating to storage of Customer Data.

9. Billing and Renewal

Insight Lean Solutions charges and collects in advance for the use of the Service. Insight Lean Solutions will automatically issue an invoice to you each year on the subsequent anniversary for annual license, or as otherwise mutually agreed upon. Insight Lean Solutions will automatically renew this agreement upon expiration for a duration equal to the original agreement. You may cancel this agreement, through written notification, during a 30-day grace period following automatic renewal. If you cancel this agreement during the 30-day grace period following automatic renewal, a cancellation fee equal to one month’s subscription fee will be charged. The renewal charge will be equal to the then-current number of total Facility licenses times the then-current license fee in effect at the time of renewal. Fees for other services will be charged on an as-quoted basis. Insight Lean Solutions’ fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Insight Lean Solutions’ income.

You agree to provide Insight Lean Solutions with complete and accurate billing and contact information. This information includes your legal company name, street address, email address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Insight Lean Solutions reserves the right to terminate your access to the Service in addition to any other legal remedies.

If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

10. Non-Payment and Suspension

In addition to any other rights granted Insight Lean Solutions herein, Insight Lean Solutions reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 5% annually on any outstanding balance, or the maximum permitted by law, whichever is less, plus all collections expenses. You will continue to be charged for facility licenses during any period of suspension.

Insight Lean Solutions reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Insight Lean Solutions has no obligation to retain Customer Data and that such Customer Data may be, upon reasonable written notice to the User, irretrievably deleted if your account is 30 days or more delinquent.

11. Termination upon Expiration/Reduction in Number of Licenses

This Agreement commences on the Effective Date. The Initial Term is one year (12 months) or as otherwise mutually agreed upon, commencing on the date you agree to pay for the Service by signing the AUDIT INSIGHT Subscription Terms portion of this document. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the event this Agreement is terminated (other than by reason of your breach), Insight Lean Solutions will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Insight Lean Solutions has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

12. Termination for Cause

Any breach of your payment obligations or unauthorized use of the AUDIT INSIGHT Technology or Service will be deemed a material breach of this Agreement. Insight Lean Solutions in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that Insight Lean Solutions has no obligation to retain the Customer Data, and may, upon reasonable written prior notice to the User, delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of such breach.

13. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Insight Lean Solutions represents and warrants that it will provide the Service in accordance with all applicable laws and regulations and in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the AUDIT INSIGHT documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

Conditioned upon payment of all fees and amounts when due (other than fees and amounts being diligently contested in good faith), Insight Lean Solutions will make available patches, updates and upgrades, and make available via electronic access corresponding documentation to you, all from time to time as they become generally available. Insight Lean Solutions will provide you with telephone support as reasonably required under this Agreement.

Insight Lean Solutions warrants that during the term of this Agreement that: the Service will conform to the standards (website, architecture, performance or other), if any, the functionality requirements, the Documents, and the performance requirements, specified in its proposal to and any Work Order; the Service will be performed in a professional and workman-like manner; and provided in accordance with all applicable law; and not infringe any proprietary, intellectual property, contract, privacy, publicity or other right of any third person.

Insight Lean Solutions will comply with an information security program and will implement appropriate technical, organizational, and physical measures to protect all Customer Data against any accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure, or access. As part of that program, Insight Lean Solutions will ensure that any individual or entity that Processes or has access to Customer Data complies with the following privacy and data security obligations.

14. Mutual Indemnification

You shall indemnify and hold Insight Lean Solutions, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Insight Lean Solutions (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Insight Lean Solutions of all liability and such settlement does not affect Insight Lean Solutions business or Service); (c) provides you all available information and assistance; and (d) has not compromised or settled such claim.

Insight Lean Solutions shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes on a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Insight Lean Solutions of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Insight Lean Solutions; provided that you (a) promptly give written notice of the claim to Insight Lean Solutions; (b) give Insight Lean Solutions sole control of the defense and settlement of the claim (provided that Insight Lean Solutions may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Insight Lean Solutions all available information and assistance; and (d) have not compromised or settled such claim.

15. Disclaimer of Warranties

Except as specifically provided for herein, Insight Lean Solutions and its licensors provide the Service “as is”, “as available” and without any other warranty or condition of any kind, express or implied. Insight Lean Solutions does not guarantee uninterrupted, secure or error-free operation of Audit Insight. Some states or other jurisdictions do not allow the disclaimer of implied warranties, so the above disclaimer may not apply. This warranty gives you specific legal rights and you may also have other legal rights that vary from jurisdiction to jurisdiction. In no event shall either party be liable for lost profits or special, incidental or consequential damages arising out of or in connections with this Agreement or the Services. Some states and legal jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

16. Liability

Insight Lean Solutions will maintain throughout the term of this Agreement a technology/professional liability insurance policy, including coverage for network security/data protection liability insurance (also called “cyber liability”) covering liabilities for financial loss resulting or arising from acts, errors, or omissions, in rendering technology/professional services or in connection with the specific services described in this Agreement. Coverage will include violation or infringement of any right of privacy, including breach of security and breach of security/privacy laws, data theft, damage, unauthorized disclosure, destruction, or corruption, unauthorized access, unauthorized use, identity theft, theft of personally identifiable information, transmission of a computer virus or other type of malicious code; and participation in a denial of service attack on third party computer systems, breach response costs including notification costs, forensics, credit protection services, call center services, and public relation services. Insight Lean solutions does not except responsibility for and is excluded from any financial liability related to network security/data protection threats or breaches that originate from the User’s network.

17. Confidentiality and Non-Disclosure

In this Agreement: “Disclosing Party” means a party that provides Confidential Information to any other party; “Personal Data” means any information relating to an identified or identifiable natural person that Insight Lean Solutions or you or respective agents or service providers Process in connection with this Agreement. Personal Data also includes all information that is considered “personal data” under the EU General Data Protection Directive and implementing laws in each of the EU Member States; “Processing” or “Process” means any operation or set of operations performed upon data, including collection, creation, recording, accessing, organization, storage, updating, modification, alteration, adaptation, retrieval, consultation, use, dissemination, distribution, merging, blocking, erasure, or destruction of data; “Recipient” means a party that receives Confidential Information from any other party; and “Confidential Information” means:

1. Any information disclosed by a Disclosing Party to a Recipient that is either identified in it, or prior to or within thirty (30) days of disclosure, as being proprietary or confidential information of the Disclosing Party, whether the disclosure is made verbally (if confirmed in writing or via electronic access within thirty (30) days of disclosure), in written form or via electronic access, or is of such a nature that a reasonable person would, in the context of the communication, understand to be confidential and/or proprietary information of the Disclosing Party. Insight Lean Solutions’ Confidential Information includes any information relating to the Service and system requirements and/or components, terms and conditions of sale and practices, information relating to Insight Lean Solutions including finances, other financial information, management, operations, products or inventions, business plans, marketing plans, competitive analysis, sales strategies, customers and prospects, including without limitation all trade secrets, data, manuals, customer lists, designs, concepts, formulations, Processes, Processing and control information, product performance, Personal Data relating to Insight Lean Solutions’ customers or shareholders, directors, officers, employees or contractors, and Software development plans, and proprietary unpublished data and documents describing inventions, secret processes, technical information, methods, research and other know-how. Insight Lean Solutions’ Confidential Information shall not include any Process, Processing, reports or data that you generate, prepare or have prepared through use of the Service.
2. Your Confidential Information includes any tangible, intangible, technical and/or intellectual, information relating to prints, designs, drawings, layouts, developments, technical data, models, prototypes, samples, knowledge, technology, products, processes, inventions, discoveries, improvements, licensed rights, know-how, show-how, trade secrets, processes, plans, books, records, customer and/or competitor information, market information, business plans, finances, quotes, industrial designs, copyrights, methods, certifications, standards, budgets, projections, utility models, reports, trade names and strategies, formulas, specifications, supply proposal, engineering information, programming techniques, technical and operational information, flow charts, current or anticipated requirements of customers, price lists, market research, sales analysis, customer lists, Personal Data and any other information relating to the operation or your customers or suppliers whatsoever (including, if applicable, patents and/or patent applications), in whatever format or medium (including oral, visual, electronic or written form), and whether or not marked “confidential”, “secret”, “proprietary” or in some other applicable fashion and will include Residuals and Derivatives defined as follows:
3. “Residuals” means information in non-tangible form which may be retained by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein; and
4. “Derivatives” means: (i) for copyrightable or copyrighted material, any translation, abridgement, revision or other form in which an existing work may be recast, transformed or adapted; (ii) for patentable or patented material, any improvement thereon; and (iii) for material which is a trade secret or otherwise protected as Confidential Information, any new material derived from Confidential Information or such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret to which Insight Lean Solutions may be provided or given access to by you.
5. Confidential Information does not include any data or information which is or becomes: publicly available through no fault of Recipient; already in the rightful possession of Recipient prior to its receipt from the Disclosing Party, as evidenced by written dated records; rightfully obtained by Recipient from a third party without an obligation of confidentiality to the third party or any individual about whom the information relates; independently developed by the Recipient without reliance upon the Disclosing Party’s Confidential Information, as evidenced by written dated records; approved in writing for release or disclosure by the Disclosing Party; or publicly disclosed pursuant to court order or other legal compulsion.

In order to protect the rights of you and Insight Lean Solutions and its licensors in their respective Confidential Information, you and Insight Lean Solutions agree for the term of this Agreement and for a period of five (5) years thereafter, to:

1. take all reasonable steps and the same protective precautions to protect a Disclosing Party’s Confidential Information from disclosure to third parties using the same degree of care (but in no event less than reasonable care) as it uses for its own proprietary and confidential information.
2. not disclose, provide, or make available a Disclosing Party’s Confidential Information in any form to any person without the Disclosing Party’s prior written consent other than to enable the Parties to exercise their respective rights under this Agreement, and in that case to restrict access to Confidential Information to only those of its bona fide employees, officers, directors, agents, contractors, or third parties who require access to the information for the benefit of the Disclosing Party and who are under a similar obligation of confidentiality with respect to the Confidential Information (including Personal Data) as the Recipient. Each Recipient agrees that prior to disclosing any of a Disclosing Party’s Confidential Information to any third party, the Recipient will obtain from that third party a written acknowledgment that the third party will be bound by the same terms as specified in this Section with respect to the Confidential Information, and naming Insight Lean Solutions or you, as the case may be, as a third-party beneficiary;
3. not use or otherwise Process Confidential Information other than as authorized by this Agreement, except with the prior written consent of the Disclosing Party;
4. return to the Disclosing Party all copies of Confidential Information within the Recipient’s possession or control upon the termination of this Agreement and written request, and deliver a certificate of an officer of the Recipient certifying the completeness of the certificate, excepting only that the Recipient may keep one copy of the Confidential Information in the files of its lawyers or legal department for dispute resolution purposes only.
5. safeguard and otherwise Process Personal Data (which is a subset of Confidential Information) and Customer Data consistent with the heightened standards specified in this Agreement.

Notwithstanding any provision in this Section to the contrary, if Insight Lean Solutions retains or has access to any Personal Data following any termination of this Agreement, the Personal Data shall be held in confidence in perpetuity.

Neither you nor Insight Lean Solutions shall disclose the terms and conditions of this Agreement nor the pricing contained in it to any third party, unless otherwise required by law or a final court order and only to the extent as required by the order. Prior to any release of the Confidential Information, the Recipient shall use commercially reasonable efforts to afford the Disclosing Party an applicable period of time to contest the release or otherwise protect it from public dissemination. Despite the above, each Recipient may disclose Confidential Information without prior written consent of the Discloser to the Recipient’s Authorized Representatives. As used herein, the term “Representatives” means with respect to a Party, its affiliates, and its and their respective officers, directors, employees, consultants, contractors, suppliers, agents, service providers, other third parties that Process or have access to Customer Data or Confidential Information, and legal, financial or accounting advisors. Furthermore, for purposes of this Agreement, the Recipient’s “Authorized Representatives” shall be only those Representatives who: (i) have a need to know the Confidential Information for the purposes of enabling the Recipient’s performance or exercise its obligations and rights under this Agreement; (ii) are informed of the confidential nature of such information and directed to use and safeguard it in a manner consistent with the terms and conditions of this Agreement; and (iii) are subject to a written agreement or other enforceable fiduciary obligation to the Recipient that includes binding use and disclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement. The Representatives of each Party, when authorized to act on that Party’s behalf pursuant to the terms and conditions in this Agreement, may function in the role of a Discloser of Confidential Information to the other Party or its Authorized Representatives, or a Recipient of Confidential Information furnished by the other Party or its Authorized Representatives. Additionally, each Recipient may disclose Confidential Information without prior written consent of the Discloser to its legal, financial and business advisors, for general purposes of receiving expert advice and opinion.

Except as specifically provided for herein, Insight Lean Solutions reserves the right to utilize the User’s company name and publicly available company logo in publicity, press releases, and advertising, or similar activity without prior consent from the User for the duration of this Agreement.

18. Internet Delays

The AUDIT INSIGHT Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and Electronic Communications. Insight Lean Solutions is not responsible for any delays, delivery failures, or other damage resulting from such problems.

19. General

This agreement shall be governed by Michigan law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connections with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Michigan. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA), the application of which are hereby expressly excluded. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the other party in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Insight Lean Solutions and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.