By using the platform, you agree to these terms on behalf of yourself and your organization.
These Terms of Service ("Terms") form a binding agreement between you ("Customer", "you") and Pinkerton Payroll & Insurance ("Pinkerton AI", "we"). When you click "I agree" during sign-up, sign an Order Form, or otherwise access the Pinkerton AI Suite, you accept these Terms on your own behalf and on behalf of the entity you represent.
If you and Pinkerton AI have signed a Master Services Agreement, that MSA controls. These Terms govern any use that pre-dates or falls outside the MSA, and any portion of the platform not addressed in the MSA.
What Pinkerton AI delivers — and at what tier.
The Pinkerton AI Suite includes payroll processing, HR, benefits administration, insurance and claims operations, AI-driven autonomous workforce features, audit explorer, exception marketplace, fund accounting, document vault, digital twin, integration builder, and the PinkCloud productization plane. Specific modules are enabled per your Order Form.
| Tier | Audit retention | RTO / RPO | Posture | Autonomy modes |
|---|---|---|---|---|
| Core | 90 days | 24h / 24h | SMB shared SaaS | observe, recommend, approve_to_execute |
| Pro | 1 year | 4h / 1h | Mid-market shared SaaS | + prepare, exception_only |
| Sovereign | 7 years | 1h / 5min | Regulated; dedicated DB on shared cluster | + policy_autonomous |
| PinkCloud Dedicated | 7 years + cold storage | 30min / 1min | Enterprise; full per-tenant infra; BYOK | + locked_governance |
Accurate data in, lawful basis to process, secure account hygiene.
You agree to: (a) provide accurate workforce, payroll, and tax data; (b) maintain a lawful basis to process the personal data you upload; (c) keep account credentials secure and enforce MFA on all administrator accounts; (d) review and approve AI proposals consistent with your tenant's configured autonomy mode; (e) pay fees in accordance with your Order Form; and (f) notify Pinkerton AI promptly of any unauthorized access.
You are responsible for the accuracy of tax forms and statutory filings produced by the platform. Pinkerton AI runs payroll calculations against the inputs you provide; we do not audit or independently verify the underlying employment relationship, classification, or compensation decisions unless a separate engagement is in place.
AI proposes. Humans decide. Always.
Pinkerton AI's autonomous features generate proposals — letters, payroll adjustments, benefit corrections, classifications, exception triages — that pass through approval gates configured by your tenant's autonomy mode. The maximum level of autonomous action is bounded by the SLA tier above. AI outputs are advisory; the tenant remains the decision-maker and the legal employer of record.
No security testing without written authorization
Penetration testing, vulnerability scanning, and red-team engagements require an approved Rules of Engagement on file. Unauthorized testing is treated as abuse and may result in suspension.
No prohibited workforce data
You will not upload data on individuals you have no employment, contractor, beneficiary, or member relationship with. You will not use the platform to process data subject to HIPAA without a separate signed BAA.
No reverse engineering of AI outputs
You may use the AI proposals, narratives, and reports for your business. You may not use them to train competing systems, extract proprietary prompts, or systematically probe model behavior at scale.
Honor the autonomy mode
If your tenant is set to approve_to_execute or stricter, you may not bypass approval gates by scripting against undocumented APIs. The autonomy mode is a contractual control, not a technical one.
Per the Order Form. Net 30 unless otherwise stated.
Fees, billing cycle, payment method, and any usage-based components (e.g. PinkCloud compute, AI inference overages) are set out in your Order Form. Default payment terms are net 30 from invoice date. Past-due balances accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
We may suspend service after 30 days past due with at least 10 days' written notice. Suspension does not relieve the obligation to pay accrued fees. Tax: fees are exclusive of any sales, use, VAT, or similar transaction taxes; you are responsible for those except for taxes on Pinkerton AI's net income.
Your data is yours. Our platform is ours.
Customer data.You retain all rights to the workforce, payroll, benefits, insurance, and document data you upload. We process it only to provide the services and as required by law. We will not sell, share for advertising, or use customer data to train Google's foundation models.
Platform IP. The Pinkerton AI Suite, including its source code, models, prompts, schemas, and audit primitives, is and remains the property of Pinkerton AI. You receive a non-exclusive, non-transferable license to use it for the term of your subscription.
Feedback. If you give us feedback, suggestions, or aggregated usage signals, we may incorporate them into the platform without obligation. Aggregated, de-identified data may be used to improve performance and reliability.
Mutual confidentiality.Each party will hold the other's confidential information in strict confidence using at least the same degree of care it uses for its own (and never less than reasonable care). Excluded: information already known, independently developed, lawfully received from a third party, or required by law to be disclosed (with prompt notice where allowed).
Term per Order Form. Either party may terminate for material breach with 30 days to cure.
Subscriptions auto-renew for successive terms equal to the initial term unless either party gives 30 days' written notice of non-renewal. Either party may terminate for material breach uncured 30 days after written notice. Pinkerton AI may suspend or terminate immediately on (a) non-payment beyond cure, (b) acceptable-use violation that cannot be cured, or (c) security risk to the platform.
On termination: you may export your data via the dashboard or evidence-packet export endpoint for up to 30 days. After that window we delete or anonymize customer data within 90 days, subject to mandatory retention obligations. Sections that survive: Confidentiality and IP (§6), Limitation of Liability (§8), Governing Law (§10), and any other section that by its nature should survive.
Mutual reps. Disclaimer of implied warranties. Liability cap per your MSA.
Each party represents it has the authority to enter into this agreement. Pinkerton AI warrants the platform will substantially conform to its documentation and that we maintain commercially reasonable security controls (SOC 2 Type II at the platform level; tier-specific controls per §6.6 above).
EXCEPT AS STATED ABOVE, THE PLATFORM IS PROVIDED "AS IS" AND PINKERTON AI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER TO PINKERTON AI IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. The cap does not apply to: indemnification obligations, breach of confidentiality, or a party's gross negligence or willful misconduct.
Pinkerton AI defends third-party IP claims against the platform; Customer defends third-party claims arising from misuse of customer data.
By Pinkerton AI. We will defend Customer against third-party claims that the platform infringes a US patent, copyright, or trademark, and pay any final award against Customer in such action, subject to prompt notice and reasonable cooperation. If we determine the platform may infringe, we may at our option modify it, procure a license, or terminate the affected portion with a pro-rata refund.
By Customer.You will defend Pinkerton AI against third-party claims arising from (a) your unlawful use of the platform, (b) data you upload that violates a third party's rights, or (c) employment decisions you make using AI proposals.
Florida law. Venue in Sarasota County. Mandatory good-faith negotiation before filing.
These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws rules. Any dispute arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in Sarasota County, Florida, and the parties consent to personal jurisdiction there.
Before filing suit, the parties will attempt to resolve disputes in good faith for at least 30 days, with executive escalation. This requirement does not apply to claims for injunctive relief to protect intellectual property or confidential information.
Material changes get 30 days advance notice.
We may update these Terms from time to time. Material changes will be communicated to tenant administrators at least 30 days before they take effect, via in-app notice and the email on file. Continued use after the effective date constitutes acceptance. If you object to a material change, you may terminate for convenience at the end of the notice period.
Questions about these terms.
Legal team
Postal address
Pinkerton Payroll & Insurance
Attn: Legal Department
Florida, United States