TokenAudit

Terms & Conditions

Last updated: June 2026

Published by Vaudit Inc.


These Terms & Conditions ("Terms") explain how TokenAudit provides independent LLM and API billing auditing, usage reconciliation, and refund and credit recovery services. They describe how TokenAudit reconciles token usage and spend against provider rate cards and Terms of Service, how read-only access to provider usage data is used, and how the audit methodology operates. TokenAudit is published by Vaudit Inc. ("Vaudit", "we", "us", or "our") and operates solely as an independent auditor. TokenAudit is also accessible as TokenID at app.tokenid.ai. References to TokenAudit in these Terms include the TokenID product and platform. By signing up for or using TokenAudit or TokenID, you agree to these Terms.

Provider Access

1. Provider Connection and Permissions

1.1 Read-Only Access

By connecting your model-provider account through a read-only admin key or the provider's secure authorization process, you grant TokenAudit read-only access to:

  • Account and organization structure
  • Token usage and consumption metrics (input, output, cache, and reasoning tokens)
  • Billing, invoice, and spend data
  • Model invocation logs and rate-card history available to your account
  • Data required to reconcile usage and charges against provider rate cards and policies

TokenAudit does not request invocation or write access and cannot run models, modify your account, or incur charges on your behalf. TokenAudit acts solely as an independent auditor.

1.2 Supported Providers

TokenAudit currently supports connection to the following model providers:

  • Anthropic
  • Azure OpenAI
  • OpenAI
  • Google AI
  • Amazon Bedrock
  • Cohere

The provider list reflects current TokenAudit coverage and is updated as new provider integrations are added.

1.3 Purpose of Access

Read-only access enables TokenAudit to:

  • Conduct an independent billing audit using proprietary audit vectors
  • Analyse token usage, model selection, caching behaviour, and request patterns
  • Detect anomalies, overcharges, or charges inconsistent with the provider's published rate card or Terms of Service
  • Reconcile provider invoices against logged usage
  • Estimate potential refunds, credits, or recoverable savings
  • Prepare evidence for billing-discrepancy and credit submissions
  • Generate dashboard reporting and prescriptive remediation based on audit findings

Your data is used only for audit and recovery purposes.

1.4 Revoking Access

Access can be revoked at any time by rotating or deleting the admin key in your provider console. Revoking access before an audit or recovery is complete may prevent TokenAudit from delivering the Services.

Audit Process

2. Audit, Reconciliation and Billing-Discrepancy Investigation

2.1 Audit-Based Estimates

Refund, credit, and savings estimates are based on TokenAudit's proprietary audit methodology, including:

  • Line-item reconciliation of usage against rate cards
  • Proprietary audit vectors
  • Token-usage and caching diagnostics
  • Model-selection and request-pattern analysis
  • Rate-card and policy alignment checks

Estimates indicate potential eligibility but are not guaranteed. Final decisions are made by the relevant provider.

2.2 Eligibility Review

Before submitting a refund, credit, or billing-discrepancy claim, TokenAudit may verify that:

  • Sufficient audit signals and usage records are available
  • The charge pattern aligns with the provider's definitions of a billing error or recoverable discrepancy
  • Evidence meets the provider's submission requirements
  • Data is complete and consistent for reconciliation

2.3 Submission of Recovery Requests

By using TokenAudit, you authorize Vaudit to:

  • Use read-only usage and billing data to complete audits
  • Prepare and submit billing-discrepancy reports and refund or credit requests
  • Provide reconciled audit evidence on your behalf
  • Communicate with the relevant provider in relation to the investigation

All submissions follow the applicable provider's billing-dispute and credit procedures.

2.4 Provider-Aligned Audit Practices

TokenAudit conducts all auditing and submissions in accordance with each provider's policies and Terms of Service. TokenAudit does not modify your account or invoke models. All work is performed using permitted read-only usage and billing data.

2.5 Audit Data Accuracy

Audit completeness depends on:

  • Provider-side usage and billing data
  • The scope and retention of usage records available to your admin key
  • Accuracy and timeliness of published rate cards
  • Alignment between logged usage and provider invoicing

Missing or incomplete data may limit TokenAudit's ability to support or submit a claim.

2.6 Authorization to Act as Your Representative

You authorize TokenAudit to act as your representative solely for submitting billing-discrepancy reports, appeals, and refund or credit requests under the relevant provider's terms. TokenAudit does not act as your agent for any other purpose.

Pricing & Payment

3. Pricing and Payment Terms

3.1 Platform Fee

TokenAudit operates on a hybrid pricing model consisting of a flat monthly platform fee and a performance fee on verified recoveries. Both fees apply together; neither replaces the other. Three platform tiers are available based on your monthly audited AI spend:

  • Starter — $200/month. For businesses with up to $200,000 in monthly audited AI spend.
  • Growth — $500/month. For businesses with $200,000 to $1,000,000 in monthly audited AI spend.
  • Enterprise — $1,000/month. For businesses with over $1,000,000 in monthly audited AI spend.

The platform fee covers dashboard access, continuous billing verification, and audit reporting across all connected AI providers. The platform fee applies for the full duration of your subscription, regardless of whether any recovery is achieved in a given month.

3.2 Complimentary Audit Reports (First 30 Days)

Your first thirty (30) days include three proprietary audit reports at no cost. These reports are delivered through the Vaudit platform and require no changes to your existing workflows. The monthly platform fee applies from day thirty-one (31) onwards. The performance fee described in Section 3.3 applies from day one of your engagement, including during the first 30 days, regardless of whether the platform fee has started.

3.3 Performance Fee on Verified Recoveries

In addition to the monthly platform fee, a performance fee applies to all verified recoveries, from the first day of your engagement:

  • A performance fee of thirty percent (30%) applies to all refunds, credits, or adjustments verified as recovered by TokenAudit on your behalf.
  • The performance fee applies across all platform tiers (Starter, Growth, Enterprise) and during the complimentary period described in Section 3.2.
  • If no recovery is verified in a given period, no performance fee is charged for that period.
  • The performance fee is calculated only on amounts confirmed as recovered by the relevant provider. A recovery is "verified" when the provider has issued the refund, credit, or adjustment and it has not been reversed, clawed back, or recharged. If a verified recovery is later reversed or clawed back by the provider, the corresponding performance fee will be credited back to you on your next invoice.

3.4 Individual Access

Individual access to TokenAudit is always free. No platform fee applies to individual users. A thirty percent (30%) performance fee applies to verified recoveries only, on the same basis described in Section 3.3. No recovery, no charge.

3.5 Pre-Bill Removal Fee

This is a separate, additional fee that applies only when the pre-bill removals feature is activated. It does not replace the platform fee in Section 3.1 or the performance fee in Section 3.3, both of which continue to apply.

  • When the pre-bill removals feature is activated: a one percent (1%) pre-bill removal fee, based on your total model and API spend, applies for each billing cycle, in addition to the platform fee and performance fee.
  • When the pre-bill removals feature is not activated: no pre-bill removal fee applies. The platform fee and performance fee continue to apply as set out in Sections 3.1 and 3.3.

3.6 No Other Upfront Fees

Vaudit charges no setup fees, onboarding fees, or other upfront charges beyond the fees set out in this Section 3.

3.7 Billing and Payment

The monthly platform fee is billed in advance at the start of each monthly billing cycle, starting from the date your subscription begins (or, where a complimentary period applies, from the day after that period ends). The performance fee is invoiced monthly in arrears, based on recoveries verified during that billing cycle. Invoices are payable within thirty (30) days of the invoice date. All fees are stated exclusive of applicable taxes, which are the customer's responsibility unless otherwise required by law. Subscriptions renew automatically each billing cycle unless cancelled in accordance with the Term and Termination section.

Your Responsibilities

4. User Responsibilities

By using TokenAudit, you agree to:

  • Provide accurate signup and payment information
  • Maintain secure account credentials and provider keys
  • Use TokenAudit in compliance with your providers' terms
  • Not interfere with or reverse-engineer TokenAudit systems
  • Ensure you are authorized to grant access to the provider accounts you connect

TokenAudit may suspend access for misuse or violations of these Terms.

Data & Privacy

5. Data Security and Privacy

TokenAudit uses industry-standard security protocols and encryption, and stores provider keys in encrypted form. Audit data is processed and stored securely and is used solely for the purposes described in these Terms.

Use of your data is governed by the Vaudit Privacy Policy (app.vaudit.com/privacy-policy), which forms part of these Terms. By using TokenAudit, you also agree to the Vaudit Privacy Policy.

Data is not automatically deleted upon termination or disconnection. Upon written request, Vaudit will delete your data to comply with applicable data protection laws in your region. To submit a deletion request, contact support@vaudit.com.

Liability

6. Limitation of Liability

To the maximum extent permitted by applicable law:

  • Vaudit Inc. is not liable for indirect, incidental, special, or consequential damages arising from your use of TokenAudit
  • Vaudit Inc. does not guarantee any specific audit finding, refund, credit, or savings outcome
  • Vaudit Inc. is not responsible for changes a provider makes to its rate cards, models, or dispute policies
  • Vaudit Inc. is not liable for a provider's failure to honour a recovery submission or refund claim
  • Vaudit Inc.'s total liability to you shall not exceed the total fees paid by you in the three (3) months preceding the claim
  • Your sole remedy for dissatisfaction is to discontinue use of TokenAudit
  • The limitations in this section do not apply to liability arising from a data breach, gross negligence, or wilful misconduct by Vaudit Inc.

7. Indemnification

You agree to indemnify and hold harmless Vaudit Inc., its officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to your breach of any warranty, representation, or obligation under these Terms, including but not limited to any claim that you were not authorized to grant access to an account or data you connected to the Services.

Term & Termination

8. Term and Termination

8.1 Term

These Terms apply from the date you first access or use TokenAudit and continue until terminated by either party.

8.2 Termination by You

You may terminate your use of TokenAudit at any time by cancelling your account through the Vaudit platform or by contacting support@vaudit.com. Termination does not waive any fees owed on recoveries already in progress or completed prior to termination.

8.3 Termination by Vaudit

Vaudit may suspend or terminate your access to TokenAudit at any time with reasonable notice if:

  • You breach these Terms and fail to remedy the breach within a reasonable period
  • You misuse the platform or provide false or misleading information
  • Vaudit ceases to offer TokenAudit as a service

Vaudit will provide reasonable advance notice of service discontinuation where possible.

Terms Updates

9. Updates to These Terms

Vaudit may update these Terms periodically to reflect changes in the Services, providers covered, pricing, or applicable requirements. Updated Terms will be posted to the Vaudit website and, where material changes are made, Vaudit will notify you by email or through the platform. Continued use of TokenAudit after the effective date of any update constitutes acceptance of the revised Terms.

Legal

9. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Any dispute arising out of or relating to these Terms shall be resolved by binding arbitration under the rules of the American Arbitration Association in Wilmington, Delaware, except that either Party may seek emergency injunctive relief in any court of competent jurisdiction.

Where the customer is an individual consumer, or is located in the European Union or United Kingdom, the mandatory arbitration requirement above does not apply to the extent it would be unenforceable under the laws of the customer's home jurisdiction. In such cases, disputes will be resolved in accordance with applicable local consumer protection law.

10. Contact

For support, questions, or notices relating to these Terms or TokenAudit, contact:

support@vaudit.com

AdAudit

Terms & Conditions

Last updated: June 2026

Published by Vaudit Inc.


These Terms & Conditions ("Terms") explain how AdAudit provides independent traffic auditing, invalid-traffic investigation, billing-discrepancy recovery, and refund recovery services across digital advertising platforms. They describe how AdAudit reconciles traffic and click behaviour against advertising platform Terms & Conditions, how read-only access and GLID-based attribution are used, and how certified tracking technologies operate. AdAudit is a Google Certified Click Tracker and complies with Google's technical and policy requirements. AdAudit is published by Vaudit Inc. ("Vaudit", "we", "us", or "our") and operates solely as an independent auditor. By signing up for or using AdAudit, you agree to these Terms.

Platform Access

1. Platform Connection and Permissions

1.1 Supported Platforms

AdAudit audits invalid traffic, billing discrepancies, and recoverable spend across the following advertising platforms:

  • Search & Social: Google Ads, Meta Ads (Facebook and Instagram), LinkedIn Ads, Bing Ads
  • Programmatic & DSP: DV360, The Trade Desk, Amazon DSP
  • Performance Networks: TikTok Ads, AppLovin

The platform list reflects current AdAudit coverage and is updated as new platform integrations are added.

1.2 Read-Only Access

By connecting your ad platform account through the platform's secure OAuth or API authorization process, you grant AdAudit read-only access to:

  • Campaign and account structure
  • Performance and traffic metrics
  • Billing and spend data
  • Click diagnostics and historical audit signals
  • Data required to reconcile traffic behaviour against platform policies and Terms & Conditions

AdAudit does not request write access and cannot modify your campaigns, budgets, bids, or account settings. AdAudit acts solely as an independent auditor.

1.3 Purpose of Access

Read-only access enables AdAudit to:

  • Conduct an independent traffic audit using proprietary audit vectors
  • Analyse click behaviour, GLIDs, routing patterns, and timing diagnostics
  • Detect invalid traffic, billing discrepancies, and patterns inconsistent with platform Terms & Conditions
  • Reconcile platform reporting with on-site traffic diagnostics
  • Estimate potential refunds, credits, or recoverable spend
  • Prepare evidence for invalid-traffic and billing-discrepancy submissions
  • Generate dashboard reporting and audit findings based on platform data

Your data is used only for audit and recovery purposes.

1.4 Revoking Access

Access can be revoked at any time through your Google permissions page or the relevant platform's account settings. Revoking access before an audit or investigation is complete may prevent AdAudit from delivering the Services.

Audit Process

2. Audit, Reconciliation and Invalid Traffic Investigation

2.1 Audit-Based Estimates

Refund, credit, and recoverable spend estimates are based on AdAudit's proprietary audit methodology, including:

  • GLID-level reconciliation
  • Proprietary audit vectors
  • Traffic quality diagnostics
  • Click-pattern analysis
  • Platform policy and billing alignment checks
  • Cross-platform billing consistency checks

Estimates indicate potential eligibility but are not guaranteed. Final decisions are made by the relevant platform.

2.2 Common Sources of Recoverable Spend

AdAudit identifies and recovers value arising from, among other sources:

  • Invalid and non-human traffic
  • Platform billing discrepancies
  • Unclaimed refund opportunities
  • Unclaimed adjustments and policy gaps
  • Traffic quality mismatches
  • Overcharges in auction pricing
  • Cross-platform billing inconsistencies
  • Hidden sources of recoverable spend

2.3 Recovery Process

AdAudit follows a structured three-phase recovery approach:

Post-Bill Credits

AdAudit identifies charges already billed that should not have been — including policy and platform-defined invalid traffic, invoice and contract discrepancies, and invoices below credited amounts — and pursues recovery as refunds or account credits.

Pre-Bill Cost Corrections

Where supported, AdAudit identifies and stops invalid or wasteful spend before it hits your invoice — including click repetition, non-human events, and overcharges. Invalid spend is never billed.

Spend Utilization

AdAudit continuously verifies spend against real performance and intent, identifying non-performing spend, budget inefficiencies, and opportunities to improve spend allocation across platforms.

2.4 Eligibility Review

Before submitting a refund, credit, or invalid-traffic claim, AdAudit may verify that:

  • Sufficient audit signals are available
  • Traffic behaviour aligns with platform definitions of invalid traffic or constitutes a billing discrepancy
  • Evidence meets platform submission requirements
  • Data is complete and consistent for reconciliation

2.5 Submission of Invalid Traffic and Billing-Discrepancy Reports

By using AdAudit, you authorize Vaudit to:

  • Use read-only platform data and AdAudit Pixel diagnostics to complete audits
  • Prepare and submit invalid-traffic reports and refund or credit requests
  • Prepare and submit billing-discrepancy reports to the relevant platform
  • Provide reconciled audit evidence on your behalf
  • Communicate with the relevant platform in relation to the investigation

All submissions follow the applicable platform's invalid-traffic and refund procedures.

2.6 Platform-Aligned Audit Practices

AdAudit conducts all auditing and submissions in accordance with platform policies and Terms & Conditions. AdAudit does not modify campaigns. All work is performed using permitted diagnostic and attribution data and follows certified click-tracking standards.

2.7 Audit Data Accuracy

Audit completeness depends on:

  • Platform-side click and billing data
  • AdAudit Pixel diagnostic signals, if installed
  • GLID integrity and attribution accuracy
  • Alignment between on-site behaviour and platform reporting

Missing or incomplete data may limit AdAudit's ability to support or submit a claim.

2.8 Authorization to Act as Your Representative

You authorize AdAudit to act as your representative solely for submitting invalid-traffic reports, billing-discrepancy reports, appeals, and refund or credit requests under platform terms. AdAudit does not act as your agent for any other purpose.

Pricing & Payment

3. Pricing and Payment Terms

3.1 Platform Fee

AdAudit operates on a hybrid pricing model consisting of a flat monthly platform fee and a performance fee on verified recoveries. Both fees apply together; neither replaces the other. Three platform tiers are available based on your monthly audited ad spend:

  • Starter — $200/month. For businesses with up to $200,000 in monthly audited ad spend.
  • Growth — $500/month. For businesses with $200,000 to $1,000,000 in monthly audited ad spend.
  • Enterprise — $1,000/month. For businesses with over $1,000,000 in monthly audited ad spend.

The platform fee covers dashboard access, continuous billing verification, and audit reporting across all connected ad platforms. The platform fee applies for the full duration of your subscription, regardless of whether any recovery is achieved in a given month.

3.2 Complimentary Audit Reports (First 30 Days)

Your first thirty (30) days include three proprietary audit reports at no cost. These reports are delivered through the Vaudit platform and require no changes to your existing campaigns. The monthly platform fee applies from day thirty-one (31) onwards. The performance fee described in Section 3.3 applies from day one of your engagement, including during the first 30 days, regardless of whether the platform fee has started.

3.3 Performance Fee on Verified Recoveries

In addition to the monthly platform fee, a performance fee applies to all verified recoveries, from the first day of your engagement:

  • A performance fee of thirty percent (30%) applies to all refunds, credits, or adjustments verified as recovered by AdAudit on your behalf.
  • The performance fee applies across all platform tiers (Starter, Growth, Enterprise) and during the complimentary period described in Section 3.2.
  • If no recovery is verified in a given period, no performance fee is charged for that period.
  • The performance fee is calculated only on amounts confirmed as recovered by the relevant platform. A recovery is "verified" when the platform has issued the refund, credit, or adjustment and it has not been reversed, clawed back, or recharged. If a verified recovery is later reversed or clawed back by the platform, the corresponding performance fee will be credited back to you on your next invoice.

3.4 No Other Upfront Fees

Vaudit charges no setup fees, onboarding fees, or other upfront charges beyond the fees set out in this Section 3.

3.5 Billing and Payment

The monthly platform fee is billed in advance at the start of each monthly billing cycle, starting from the date your subscription begins (or, where a complimentary period applies, from the day after that period ends). The performance fee is invoiced monthly in arrears, based on recoveries verified during that billing cycle. Invoices are payable within thirty (30) days of the invoice date. All fees are stated exclusive of applicable taxes, which are the customer's responsibility unless otherwise required by law. Subscriptions renew automatically each billing cycle unless cancelled in accordance with the Term and Termination section.

Tracking Technology

4. AdAudit Pixel and Tracking Script

4.1 Purpose of the Pixel

The AdAudit Pixel provides:

  • GLID-based attribution and reconciliation
  • Traffic flow and timing diagnostics
  • Detection of routing inconsistencies and anomalous click behaviour
  • Strengthened evidence for invalid-traffic and billing-discrepancy submissions
  • Additional audit signals that complement platform-side data

The AdAudit Pixel complies with Google's requirements for certified click-measurement technologies.

4.2 Data Collected (Non-Personal Only)

The Pixel collects non-identifiable technical data, including:

  • Page URLs and pageview events
  • GLIDs
  • Browser and device metadata
  • Timing, navigation, and routing diagnostics
  • Aggregate audit signals

The Pixel does not collect personal data, including:

  • Names
  • Email addresses
  • Phone numbers
  • Payment details
  • IP-linked identity information
  • Any sensitive or personal information

AdAudit does not track or attempt to identify individual users.

4.3 Performance

The Pixel is lightweight, asynchronous, and does not impact page load performance or Core Web Vitals.

4.4 Removal

The Pixel may be removed at any time. Removal may reduce audit completeness and the accuracy of reconciliation.

Platform Considerations

5. Platform-Specific Considerations

5.1 Meta Ads (Facebook and Instagram)

AdAudit's removal services for Meta Ads (Facebook and Instagram) campaigns are designed to be applied to newly created campaigns. Applying AdAudit to an already-active Meta campaign may cause that campaign to re-enter Meta's learning phase, which can temporarily affect delivery as the campaign re-optimises. Customers are encouraged to enable AdAudit on new Meta campaigns to avoid this.

5.2 Google Certified Click Tracker

AdAudit is a Google Certified Click Tracker. All click-tracking URLs use visible query parameters (including click_id) and disclose non-foreign parameters to Google, ensuring compliance with Google's certification requirements. AdAudit complies with Google's technical and policy requirements at all times.

5.3 Other Platforms

For all other supported platforms (TikTok Ads, The Trade Desk, Amazon DSP, DV360, LinkedIn Ads, AppLovin, Bing Ads), AdAudit conducts auditing in accordance with each platform's applicable policies, Terms & Conditions, and refund procedures.

Your Responsibilities

6. User Responsibilities

By using AdAudit, you agree to:

  • Provide accurate signup and payment information
  • Maintain secure account credentials
  • Use AdAudit in compliance with applicable platform terms
  • Not interfere with or reverse-engineer any AdAudit system or audit methodology
  • Maintain website conditions required for accurate audit signals where the AdAudit Pixel is installed
  • Ensure you are authorized to grant AdAudit access to the ad accounts you connect

AdAudit may suspend access for misuse or violations of these Terms.

Data & Privacy

7. Data Security and Privacy

AdAudit uses industry-standard security protocols and encryption across all systems. Account credentials and access tokens are stored in encrypted form. Audit data is processed and stored securely and is used solely for the purposes described in these Terms.

Use of your data is further governed by the Vaudit Privacy Policy (app.vaudit.com/privacy-policy), which forms part of these Terms. By using AdAudit, you also agree to the Vaudit Privacy Policy.

Data is not automatically deleted upon termination or disconnection. Upon written request, Vaudit will delete your data to comply with applicable data protection laws in your region. To submit a deletion request, contact support@vaudit.com.

Liability

8. Limitation of Liability

To the maximum extent permitted by applicable law:

  • Vaudit Inc. is not liable for indirect, incidental, special, or consequential damages arising from your use of AdAudit
  • Vaudit Inc. does not guarantee any specific audit finding, refund, credit, or savings outcome
  • Vaudit Inc. is not responsible for changes a platform makes to its policies, rate cards, or refund procedures
  • Vaudit Inc. is not liable for a platform's failure to honour a recovery submission or refund claim
  • Vaudit Inc.'s total liability to you shall not exceed the total fees paid by you in the three (3) months preceding the claim
  • Your sole remedy for dissatisfaction is to discontinue use of AdAudit
  • The limitations in this section do not apply to liability arising from a data breach, gross negligence, or wilful misconduct by Vaudit Inc.

9. Indemnification

You agree to indemnify and hold harmless Vaudit Inc., its officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to your breach of any warranty, representation, or obligation under these Terms, including but not limited to any claim that you were not authorized to grant access to an account or data you connected to the Services.

Term & Termination

10. Term and Termination

10.1 Term

These Terms apply from the date you first access or use AdAudit and continue until terminated by either party.

10.2 Termination by You

You may terminate your use of AdAudit at any time by cancelling your account through the Vaudit platform or by contacting support@vaudit.com. Termination does not waive any fees owed on recoveries already in progress or completed prior to termination.

10.3 Termination by Vaudit

Vaudit may suspend or terminate your access to AdAudit at any time with reasonable notice if:

  • You breach these Terms and fail to remedy the breach within a reasonable period
  • You misuse the platform or provide false or misleading information
  • Vaudit ceases to offer AdAudit as a service

Vaudit will provide reasonable advance notice of service discontinuation where possible.

Terms Updates

11. Updates to These Terms

Vaudit may update these Terms periodically to reflect changes in the Services, platforms covered, pricing, or applicable requirements. Updated Terms will be posted to the Vaudit website and, where material changes are made, Vaudit will notify you by email or through the platform. Continued use of AdAudit after the effective date of any update constitutes acceptance of the revised Terms.

Legal

12. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Any dispute arising out of or relating to these Terms shall be resolved by binding arbitration under the rules of the American Arbitration Association in Wilmington, Delaware, except that either Party may seek emergency injunctive relief in any court of competent jurisdiction.

Where the customer is an individual consumer, or is located in the European Union or United Kingdom, the mandatory arbitration requirement above does not apply to the extent it would be unenforceable under the laws of the customer's home jurisdiction. In such cases, disputes will be resolved in accordance with applicable local consumer protection law.

13. Contact

For support, questions, or notices relating to these Terms or AdAudit, contact:

support@vaudit.com

VendorAudit

Terms & Conditions

Last updated: June 2026

Published by Vaudit Inc.


These Terms & Conditions ("Terms") govern your access to and use of VendorAudit, an independent billing audit and spend recovery service published by Vaudit Inc. ("Vaudit", "we", "us", or "our"). VendorAudit identifies billing violations across SaaS, cloud, payments, shipping, logistics, and operational vendors, and recovers overbilled spend on your behalf. Vaudit operates solely as an independent auditor. By signing up for or using VendorAudit, you agree to these Terms.

Service Overview

1. What VendorAudit Does

1.1 The Problem We Solve

Most companies trust vendor invoices without independent verification. Billing does not always match usage, contracts, or delivery. Credits, refunds, and adjustments are rarely fully claimed. Contract terms, pricing tiers, and renewals are difficult to consistently enforce in billing. VendorAudit exists to close that gap.

1.2 How It Works

VendorAudit follows a structured four-step process:

  • Connect. You connect your vendor accounts or provide billing and invoice data through the Vaudit platform.
  • Verify. An AI-driven audit engine independently audits usage, pricing, billing events, and contract terms across every connected vendor.
  • Review. Every billing violation identified includes supporting evidence, projected recovery value, and a recommended action.
  • Recover. Credits, adjustments, and recovery opportunities are executed and tracked through the platform.

1.3 Vendor Categories Covered

VendorAudit covers billing verification across the following vendor categories:

  • SaaS: Salesforce, HubSpot, Slack, Zoom, Microsoft 365, Google Workspace, Notion, Asana, Monday.com, and other SaaS tools. Audit scope includes unused seats, overcharges, and contract leakage.
  • Cloud: AWS, Google Cloud, Microsoft Azure, Snowflake, Databricks, MongoDB Atlas, Cloudflare, DigitalOcean, Vercel, Heroku, and other cloud providers. Audit scope includes billing against usage and pricing structures, overcharges, and inefficient spend.
  • Payments: Stripe, PayPal, Adyen, Square, Braintree, Worldpay, Chase Paymentech, Fiserv (First Data), and other payment processors. Audit scope includes verification of processing fees against contracted rates, incorrect charges, hidden fees, and reconciliation gaps.
  • Shipping & Logistics: UPS, FedEx, DHL, USPS, OnTrac, ShipBob, ShipStation, Shippo, EasyPost, and other carriers. Audit scope includes carrier billing against contracts, surcharges, and delivery terms.
  • Operational Vendors: Any additional vendors forming part of your vendor ecosystem, as configured in the platform.

The vendor list above reflects current platform coverage and is updated as new vendor integrations are added.

1.4 Common Sources of Recoverable Value

VendorAudit identifies and recovers value arising from, among other sources:

  • Billing violations across vendor invoices
  • Overcharges and incorrect vendor fees
  • Unclaimed credits, refunds, and adjustments
  • Contract leakage and pricing mismatches
  • Usage, contract, and billing mismatches
  • Duplicate, unused, or inactive spend
  • Cross-system billing inconsistencies
  • Hidden sources of financial leakage

On average, 3-10% of vendor spend contains recoverable value hidden within billing violations, incorrect charges, and unclaimed credits.

Data Access

2. Vendor Connection and Data Access

2.1 Read-Only Access

By connecting your vendor accounts or providing billing and invoice data through the Vaudit platform, you grant VendorAudit access using the minimum scopes required to perform the audit. Access scopes vary by vendor and connection method. All stored credentials and tokens are encrypted at rest. The data accessed includes:

  • Vendor account and organization structure
  • Invoice and billing history
  • Spend and usage data by vendor
  • Contract terms, rate cards, and pricing schedules where available
  • Data required to reconcile charges against contracted rates and vendor terms

VendorAudit does not modify vendor accounts, cancel contracts, make payments, or make any changes to billing arrangements on your behalf. Access is limited to what is necessary to perform the audit. Vaudit acts solely as an independent auditor.

2.2 How We Access Your Vendor Data

VendorAudit accesses your vendor data through one or more of the following methods, depending on the vendor and your configuration. The method used for each vendor is disclosed to you at the point of connection:

  • OAuth2 integration — the primary connection method for most SaaS vendors (including Salesforce, HubSpot, Slack, GitHub, Notion, Zoom, and others). Vaudit requests the scopes necessary to perform the audit; scopes vary by vendor.
  • API key — used for vendors that do not support OAuth2 (including Datadog, Amplitude, LaunchDarkly, Vercel, and others). API keys are stored encrypted at rest.
  • CSV, invoice, or document upload — for vendors not yet supported by direct integration, you may upload billing data, invoices, or screenshots directly to the Vaudit platform. Data is processed using AI-assisted analysis.
  • Database access — in certain cases, Vaudit may access vendor billing data directly from your database or data warehouse where you have granted the necessary read access. This method is used only where explicitly configured and authorized by you.

2.3 Purpose of Access

Data accessed through VendorAudit is used solely to:

  • Conduct independent billing audits using proprietary audit methodology
  • Identify billing violations, overcharges, and charges inconsistent with contracted rates or vendor terms
  • Reconcile vendor invoices against contracted pricing and usage
  • Estimate recoverable overbilled spend
  • Prepare evidence for billing-dispute submissions and recovery claims
  • Generate dashboard reporting and audit findings by vendor category
  • Track recovery outcomes across your vendor ecosystem

Your data is used only for audit and recovery purposes and is not shared with third parties except as required to submit recovery claims on your behalf.

2.4 Revoking Access

You may disconnect VendorAudit's access to any vendor at any time using the Disconnect button in your Vaudit dashboard. Disconnecting deactivates the stored credential locally. To fully revoke access at the vendor level, rotate or delete the relevant API key or OAuth token in your vendor account settings. You may also contact support@vaudit.com to request account-level access removal. Note: disconnecting or revoking access does not automatically delete historical analysis data stored in your Vaudit account. Revoking access before an audit or recovery is complete may prevent VendorAudit from delivering the full scope of the Services.

Audit Process

3. Audit Methodology and Billing-Violation Investigation

3.1 Audit-Based Estimates

Recoverable spend estimates are based on VendorAudit's proprietary audit methodology, which includes:

  • Line-item reconciliation of invoices against contracted rates and pricing schedules
  • Cross-vendor billing consistency checks
  • Usage verification against billed amounts
  • Contract term, pricing tier, and renewal analysis
  • Identification of duplicate, inactive, or unused spend
  • Detection of unclaimed credits, adjustments, and refund entitlements
  • Vendor policy and contract alignment checks

Estimates indicate potential recoverability but are not guaranteed. Final recovery outcomes depend on vendor response, applicable contract terms, and the completeness of billing and usage data available.

3.2 Recovery Process

VendorAudit operates a three-phase recovery approach:

Post-Bill Credits

VendorAudit identifies charges already billed that should not have been, and pursues recovery as refunds or account credits.

Pre-Bill Cost Corrections

Where supported, VendorAudit identifies and stops invalid or incorrect charges before they are billed, preventing spend from occurring.

Spend Utilization

VendorAudit continuously verifies billing against usage, contracts, and delivery to prevent recurring billing violations and ensure spend is being used efficiently.

3.3 Eligibility Review

Before submitting a billing-dispute or recovery claim, VendorAudit may verify that:

  • Sufficient audit signals and billing records are available
  • The charge pattern constitutes a billing violation under the applicable vendor contract or terms
  • Evidence meets the vendor's or platform's submission requirements
  • Data is complete and consistent for reconciliation

3.4 Submission of Recovery Requests

By using VendorAudit, you authorize Vaudit to:

  • Use billing and invoice data to complete independent audits
  • Prepare billing-discrepancy reports and recovery evidence on your behalf
  • Prepare and package recovery evidence, billing-discrepancy reports, and claim templates for your review and submission to the relevant vendor
  • Communicate with vendors in relation to billing-violation investigations
  • Track and report on recovery outcomes through the Vaudit platform

Vaudit prepares all recovery evidence and claim documentation. Submission to the relevant vendor is made by you, following Vaudit's recommended claim template and supporting evidence. Vaudit does not act as your agent for any other purpose. All submissions follow the applicable vendor's billing-dispute and refund procedures.

3.5 Vendor-Aligned Audit Practices

VendorAudit conducts all auditing in accordance with applicable vendor contracts, platform terms, and industry standards. Vaudit does not modify vendor accounts, alter contracts, or take any action beyond independent auditing and recovery support.

3.6 Audit Data Accuracy

The completeness and accuracy of audit findings depends on:

  • Completeness and accuracy of invoice and billing data provided or connected
  • Availability of contracted rate cards and pricing schedules
  • Alignment between invoiced charges and contract terms
  • Vendor responsiveness to billing-dispute submissions
  • Scope and retention of data available through connected vendor accounts

Missing or incomplete data may limit VendorAudit's ability to support or submit a claim.

Pricing & Payment

4. Pricing and Payment Terms

4.1 Platform Fee

VendorAudit operates on a hybrid pricing model consisting of a flat monthly platform fee and a performance fee on verified recoveries. Both fees apply together; neither replaces the other. Three platform tiers are available based on your monthly audited vendor spend:

  • Starter — $200/month. For businesses with up to $200,000 in monthly audited vendor spend.
  • Growth — $500/month. For businesses with $200,000 to $1,000,000 in monthly audited vendor spend.
  • Enterprise — $1,000/month. For businesses with over $1,000,000 in monthly audited vendor spend.

The platform fee covers dashboard access, continuous billing verification, and audit reporting across all connected vendors. The platform fee applies for the full duration of your subscription, regardless of whether any recovery is achieved in a given month.

4.2 Complimentary Audit Reports (First 30 Days)

Your first thirty (30) days include three proprietary audit reports at no cost. These reports are delivered through the Vaudit platform and require no changes to your existing workflows. The monthly platform fee applies from day thirty-one (31) onwards. The performance fee described in Section 4.3 applies from day one of your engagement, including during the first 30 days, regardless of whether the platform fee has started.

4.3 Performance Fee on Verified Recoveries

In addition to the monthly platform fee, a performance fee applies to all verified recoveries, from the first day of your engagement:

  • A performance fee of thirty percent (30%) applies to all refunds, credits, or adjustments verified as recovered on your behalf.
  • The performance fee applies across all platform tiers (Starter, Growth, Enterprise) and during the complimentary period described in Section 4.2.
  • If no recovery is verified in a given period, no performance fee is charged for that period.
  • The performance fee is calculated only on amounts confirmed as recovered by the relevant vendor. A recovery is "verified" when the vendor has issued the refund, credit, or adjustment and it has not been reversed, clawed back, or recharged. If a verified recovery is later reversed or clawed back by the vendor, the corresponding performance fee will be credited back to you on your next invoice.

4.4 No Other Upfront Fees

Vaudit charges no setup fees, onboarding fees, or other upfront charges beyond the fees set out in this Section 4.

4.5 Billing and Payment

The monthly platform fee is billed in advance at the start of each monthly billing cycle, starting from the date your subscription begins (or, where a complimentary period applies, from the day after that period ends). The performance fee is invoiced monthly in arrears, based on recoveries verified during that billing cycle. Invoices are payable within thirty (30) days of the invoice date. All fees are stated exclusive of applicable taxes, which are the customer's responsibility unless otherwise required by law. Subscriptions renew automatically each billing cycle unless cancelled in accordance with the Term and Termination section.

Your Responsibilities

5. User Responsibilities

By using VendorAudit, you agree to:

  • Provide accurate signup, billing, and account information
  • Maintain secure account credentials and, where applicable, vendor access keys or credentials provided to Vaudit
  • Ensure you are authorized to grant Vaudit access to the vendor accounts and billing data you connect
  • Use VendorAudit in compliance with applicable vendor contracts and terms of service
  • Not interfere with, reverse-engineer, or attempt to circumvent any Vaudit system or audit methodology
  • Notify Vaudit promptly if you become aware of any unauthorized access to your Vaudit account or connected vendor accounts

Vaudit may suspend or terminate access to VendorAudit for misuse, violation of these Terms, or breach of applicable vendor terms.

Data & Privacy

6. Data Security and Privacy

Vaudit uses industry-standard security protocols and encryption across all systems. Vendor credentials and access keys are stored in encrypted form and are not accessible to Vaudit staff in plaintext. Audit data is processed and stored securely and is used solely for the purposes described in these Terms.

Use of your data is further governed by the Vaudit Privacy Policy (app.vaudit.com/privacy-policy), which forms part of these Terms. By using VendorAudit, you also agree to the Vaudit Privacy Policy.

Data is not automatically deleted upon termination or disconnection. Upon written request, Vaudit will delete your data to comply with applicable data protection laws in your region. To submit a deletion request, contact support@vaudit.com.

Liability

7. Limitation of Liability

To the maximum extent permitted by applicable law:

  • Vaudit Inc. is not liable for indirect, incidental, special, or consequential damages arising from your use of VendorAudit
  • Vaudit Inc. does not guarantee any specific audit finding, recovery amount, credit, refund, or savings outcome
  • Vaudit Inc. is not responsible for changes a vendor makes to its pricing, contracts, dispute policies, or refund procedures
  • Vaudit Inc. is not liable for a vendor's failure to honour a recovery submission or billing-dispute claim
  • Vaudit Inc.'s total liability to you shall not exceed the total platform fees paid by you in the three (3) months preceding the claim
  • Your sole remedy for dissatisfaction with the Services is to discontinue use of VendorAudit
  • The limitations in this section do not apply to liability arising from a data breach, gross negligence, or wilful misconduct by Vaudit Inc.

8. Indemnification

You agree to indemnify and hold harmless Vaudit Inc., its officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to your breach of any warranty, representation, or obligation under these Terms, including but not limited to any claim that you were not authorized to grant access to an account or data you connected to the Services.

Term & Termination

9. Term and Termination

9.1 Term

These Terms apply from the date you first access or use VendorAudit and continue until terminated by either party.

9.2 Termination by You

You may terminate your use of VendorAudit at any time by cancelling your account through the Vaudit platform or by contacting support@vaudit.com. Termination does not waive any success fees owed on recoveries already in progress or completed prior to termination.

9.3 Termination by Vaudit

Vaudit may suspend or terminate your access to VendorAudit at any time with reasonable notice if:

  • You breach these Terms and fail to remedy the breach within a reasonable period
  • You misuse the platform or provide false or misleading information
  • Vaudit ceases to offer VendorAudit as a service

Vaudit will provide reasonable advance notice of service discontinuation where possible.

Terms Updates

10. Updates to These Terms

Vaudit may update these Terms periodically to reflect changes in the Services, pricing, or applicable requirements. Updated Terms will be posted to the Vaudit website and, where material changes are made, Vaudit will notify you by email or through the platform. Continued use of VendorAudit after the effective date of any update constitutes acceptance of the revised Terms.

Legal

11. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Any dispute arising out of or relating to these Terms shall be resolved by binding arbitration under the rules of the American Arbitration Association in Wilmington, Delaware, except that either Party may seek emergency injunctive relief in any court of competent jurisdiction.

Where the customer is an individual consumer, or is located in the European Union or United Kingdom, the mandatory arbitration requirement above does not apply to the extent it would be unenforceable under the laws of the customer's home jurisdiction. In such cases, disputes will be resolved in accordance with applicable local consumer protection law.

12. Contact

For support, questions, or notices relating to these Terms or VendorAudit, contact:

support@vaudit.com

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