Legal

Terms of Service

Please read these terms carefully before using the Provora platform.

Last Updated: January 1, 2025  |  Effective Date: January 1, 2025

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Provora ("Provora," "we," "us," or "our") governing your access to and use of the Provora learning management system, including all associated software, services, APIs, documentation, and websites (collectively, the "Platform"). By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, you must not access or use the Platform.

1. Definitions

For the purposes of these Terms, the following definitions apply:

  • "Platform" means the Provora learning management system, including all software, services, APIs, and documentation provided by Provora.
  • "Customer" means the organization or individual that has entered into an agreement with Provora to use the Platform.
  • "Learner" means any individual who accesses the Platform to complete courses, quizzes, or other learning activities.
  • "Content" means all courses, videos, quizzes, assessments, and other materials created or uploaded by the Customer.
  • "Tenant" means an isolated instance of the Platform provisioned for a specific Customer or their client organization.
  • "Subscription" means the paid plan selected by the Customer that governs access to the Platform.

2. Account Registration and Eligibility

To use the Platform, you must register for an account and provide accurate, complete, and current information. You represent and warrant that you are at least 18 years of age and have the legal authority to enter into these Terms on behalf of yourself or the organization you represent. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You agree to notify Provora immediately of any unauthorized use of your account. Provora shall not be liable for any loss or damage arising from your failure to comply with this obligation.

3. License Grant

Subject to your compliance with these Terms and timely payment of all applicable fees, Provora grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business purposes during the applicable Subscription term. This license does not include the right to sublicense, resell, or otherwise transfer access to the Platform to third parties, except as expressly permitted under a reseller or white-label agreement with Provora.

4. Acceptable Use

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You agree not to:

  • Use the Platform in any way that violates applicable local, national, or international laws or regulations;
  • Transmit any material that is defamatory, offensive, or otherwise objectionable;
  • Attempt to gain unauthorized access to any part of the Platform or its related systems;
  • Interfere with or disrupt the integrity or performance of the Platform;
  • Attempt to reverse engineer, decompile, or disassemble any portion of the Platform;
  • Use the Platform to transmit unsolicited commercial communications (spam);
  • Collect or harvest any personally identifiable information from the Platform without authorization;
  • Use the Platform to create, train, or improve any competing product or service without prior written consent from Provora.

5. Identity & Proctoring Features and Biometric Data

The Platform includes optional Identity & Proctoring features ("Proctoring Features") that may capture photographs of Learners during identity verification checks and assessment monitoring. By enabling these features, the Customer represents and warrants that:

  • The Customer has obtained all necessary consents from Learners for the collection, processing, and storage of biometric data, including facial images;
  • The Customer has provided Learners with appropriate notice regarding the collection and use of their biometric data;
  • The Customer's use of the Proctoring Features complies with all applicable laws and regulations, including but not limited to the Illinois Biometric Information Privacy Act (BIPA), the General Data Protection Regulation (GDPR), and any other applicable biometric privacy laws;
  • The Customer will maintain a written policy governing the retention and destruction of biometric data.

Provora stores proctoring images and identity verification evidence securely and links them to the relevant Learner's certificate record as part of the append-only audit trail. Images are retained for the period specified in the Customer's data retention settings. The Customer is solely responsible for ensuring that the use of these features complies with applicable law in their jurisdiction.

6. Customer Content

You retain all ownership rights in the Content you create, upload, or otherwise make available through the Platform. By uploading Content, you grant Provora a limited, non-exclusive license to host, store, and display your Content solely as necessary to provide the Platform services to you. Provora does not claim ownership of your Content and will not use it for any purpose other than providing the Platform services.

You are solely responsible for ensuring that your Content does not infringe any third-party intellectual property rights, violate any applicable laws, or contain any harmful or malicious code.

7. Fees and Payment

Access to certain features of the Platform requires payment of subscription fees as set forth on the Provora pricing page or in a separate order form. All fees are quoted in US dollars unless otherwise stated. You agree to pay all applicable fees in accordance with the payment terms specified at the time of purchase.

Fees are non-refundable except as expressly provided in these Terms or as required by applicable law. Provora reserves the right to modify its pricing at any time upon thirty (30) days' written notice. Your continued use of the Platform after a price change constitutes acceptance of the new pricing.

If you fail to pay any fees when due, Provora may suspend or terminate your access to the Platform. You are responsible for all taxes, duties, and levies associated with your use of the Platform.

8. Intellectual Property

The Platform, including all software, designs, text, graphics, logos, and other materials created by Provora, is the exclusive property of Provora and is protected by copyright, trademark, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Platform beyond the limited license expressly granted herein.

Enterprise customers who have entered into a separate source code ownership agreement with Provora may have additional rights as specified in that agreement.

9. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to use the other party's confidential information only as necessary to perform its obligations under these Terms and to protect it using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

10. Data Privacy

Provora's collection and use of personal data in connection with the Platform is governed by the Provora Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the collection and use of your personal data as described in the Privacy Policy. If you are using the Platform on behalf of an organization, you represent that you have the authority to bind that organization to the Privacy Policy.

11. Warranties and Disclaimers

Provora warrants that the Platform will perform materially in accordance with its documentation during the applicable Subscription term. EXCEPT FOR THIS LIMITED WARRANTY, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVORA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVORA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE PLATFORM, EVEN IF PROVORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PROVORA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO PROVORA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification

You agree to indemnify, defend, and hold harmless Provora and its officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Platform; (b) your Content; (c) your violation of these Terms; or (d) your violation of any applicable law or the rights of any third party.

14. Term and Termination

These Terms commence on the date you first access the Platform and continue until terminated. Either party may terminate these Terms upon thirty (30) days' written notice. Provora may terminate these Terms immediately upon written notice if you materially breach these Terms and fail to cure such breach within ten (10) days of receiving notice of the breach.

Upon termination, your license to use the Platform will immediately cease. You may request an export of your Content and data within thirty (30) days of termination. After this period, Provora may delete your data in accordance with its data retention policy.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms shall first be subject to good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days, it shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association.

16. Changes to These Terms

Provora reserves the right to modify these Terms at any time. We will provide at least thirty (30) days' notice of material changes by posting the updated Terms on our website and, where practicable, by sending notice to the email address associated with your account. Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the revised Terms.

17. General Provisions

These Terms, together with the Privacy Policy, Cookie Policy, and any applicable order forms or supplemental agreements, constitute the entire agreement between you and Provora regarding the Platform and supersede all prior agreements and understandings. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect. Provora's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

18. Contact Information

If you have any questions about these Terms, please contact us at:

Provora
Legal Department
Email: legal@provora.com
Website: Contact Form

Provora LMS