Terms of Service

These Terms of Service ("Terms") govern your access to and use of the platform, websites, and services (collectively, the "Services") provided by Provenance Learning Inc.("Provenance," "we," "us," or "our"). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

Where an educational institution ("Institution") has entered into a separate written agreement with us for the Services (an "Institutional Agreement"), that agreement governs to the extent it conflicts with these Terms for users covered by it.

1. Eligibility and accounts

You must be able to form a binding contract to use the Services. If you use the Services on behalf of an Institution, you represent that you are authorized to bind that Institution to these Terms. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

2. The Services

Provenance provides an oral-assessment platform through which students explain submitted work, faculty verify understanding, and Institutions receive reviewable evidence of learning. We may modify, add, or discontinue features of the Services from time to time.

3. Acceptable use

You agree not to:

• Use the Services in violation of any applicable law or third-party rights;
• Upload content that is unlawful, infringing, or that you lack the right to submit;
• Attempt to gain unauthorized access to the Services, other accounts, or our systems, or interfere with or disrupt the integrity or performance of the Services;
• Reverse engineer or attempt to derive source code except as permitted by law;
• Use the Services to build a competing product or to misrepresent assessment results.

4. User content

"User Content" means the submissions, recordings, transcripts, and other materials you or your Institution provide through the Services. As between you and Provenance, you (or your Institution) retain ownership of User Content. You grant us a limited, non-exclusive license to host, process, and use User Content solely to provide and improve the Services and as described in our Privacy Policy. Student education records are handled in accordance with that Policy and applicable law.

5. Intellectual property

The Services, including all software, design, text, and other materials we provide (excluding User Content), are owned by Provenance or its licensors and are protected by intellectual property laws. Except for the rights expressly granted to you, we reserve all rights, title, and interest in and to the Services.

6. Fees

Access to the Services is typically provided under an Institutional Agreement or order form that sets out applicable fees and payment terms. Unless otherwise stated in such an agreement, fees are non-refundable.

7. Third-party services

The Services may integrate with or rely on third-party products and services. We are not responsible for third-party services, and your use of them may be subject to their own terms.

8. Disclaimers

The Services are provided "as is" and "as available" without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or completely secure.

9. Limitation of liability

To the maximum extent permitted by law, Provenance and its affiliates will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, data, or goodwill, arising out of or relating to your use of the Services. Our total liability for any claim arising out of or relating to the Services will not exceed the amounts paid by you or your Institution for the Services in the twelve (12) months preceding the event giving rise to the claim.

10. Indemnification

You agree to indemnify and hold harmless Provenance from and against any claims, damages, and expenses (including reasonable attorneys' fees) arising out of your violation of these Terms, your User Content, or your misuse of the Services.

11. Termination

We may suspend or terminate your access to the Services if you violate these Terms or if we reasonably believe your use poses a risk to the Services or other users. You may stop using the Services at any time. Provisions that by their nature should survive termination will survive.

12. Governing law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The exclusive venue for any dispute not subject to an Institutional Agreement's dispute-resolution terms will be the state and federal courts located in Delaware, and you consent to their jurisdiction.

13. Changes to these Terms

We may update these Terms from time to time. When we make material changes, we will update the "Last updated" date above and, where appropriate, provide additional notice. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

14. Contact us

Questions about these Terms can be directed tolegal@provenancelearning.ai.