Prosci Membership Terms & Conditions for Individuals
These Membership Terms & Conditions (“Terms”) govern your purchase, access, and use of the Prosci membership portal, platform, content, tools, resources, and related services (collectively, the “Prosci Membership” or “Membership”). These Terms constitute a legally binding agreement between you (“Member,” “you,” or “your”) and Prosci, Inc. (“Prosci,” “we,” “us,” or “our”).
By creating an account, purchasing a Membership, or accessing or using any portion of the Membership, you represent and warrant that you have read, understood, and agree to be bound by these Terms. If you do not agree, you will not be granted access to Membership.
Enterprise/Corporate/Employer Agreements: These Membership Terms & Conditions apply generally to all individual Memberships. If your access to the Prosci Membership is provided pursuant to, or in connection with, a separate written enterprise, corporate, or master agreement between Prosci and your employer or another entity (an “Enterprise Agreement”), then, to the extent of any conflict or inconsistency, the terms of the applicable Enterprise Agreement shall control and supersede these Membership Terms & Conditions, but only with respect to the subject matter expressly governed by the Enterprise Agreement. All matters not expressly addressed in the Enterprise Agreement shall remain governed by these Membership Terms & Conditions.
These Terms apply regardless of your location. Certain rights may vary by jurisdiction where required by applicable law, as described below.
1. Membership Plans
Your Membership includes access to certain features, tools, services, and content as described in the specific Membership plan you selected (your “Plan”).
Your Plan details, inclusions, limitations, and pricing can be found at: membership-plans.prosci.com
Prosci reserves the right to unilaterally modify, discontinue, or replace any Plan or Membership feature in its sole discretion. Material changes affecting your current Plan will be communicated to you in advance, in accordance with applicable law.
2. Account Registration, Eligibility & Security
To access the Membership, you must register an account. You represent and warrant that:
You have the legal capacity to enter into these Terms under the laws of your jurisdiction;
All information you provide is true, accurate, and complete;
You will promptly update your information to remain current;
You will maintain the confidentiality and security of your login credentials; and
You are solely responsible for all actions occurring under your account.
Account Sharing Prohibited.
Your Membership is personal to you. You may not share, sell, transfer, or sublicense your account or access rights. Prosci may suspend or terminate accounts with shared or compromised credentials.
3. License to Use Prosci Content
Subject to these Terms and your active Membership, Prosci grants you a limited, revocable, personal, non-exclusive, non-transferable, non-sublicensable license to access and use the content, tools, templates, assessments, resources, materials, and platform features provided through the Membership (“Prosci Content”) solely for:
Your individual professional use; or
Your employer’s internal business purposes (under an enterprise license only).
3.1 Global Restrictions on Use
Except as expressly permitted, you shall not, and shall not permit others to:
Copy, reproduce, publicly display, or distribute Prosci Content to third parties;
Modify, translate, or create derivative works from Prosci Content;
Use Prosci Content to deliver educational, training, consulting, advisory, certification, or professional services to your employer or any third party, regardless of your jurisdiction;
Extract Prosci Content for use in external publications, presentations, or commercial materials without separate, express written consent from Prosci;
Use Prosci Content to compete with Prosci anywhere in the world;
Circumvent any technical or security controls;
Engage in conduct that infringes Prosci’s intellectual property rights or violates applicable national, regional, or international laws.
All rights not expressly granted hereunder remain vested in Prosci.
3.2 AI-Powered Features (“Kaiya™”)
Certain Membership plans may include access to Kaiya, Prosci’s AI-powered functionality (“Prosci AI”). Availability of Prosci AI depends on the Membership plan selected and is subject to change. Details regarding access to Prosci AI are described in the applicable Membership plan documentation: membership-plans.prosci.com
Prosci AI is not available on all Membership plans. Prosci reserves the right to modify, limit, suspend, or discontinue Prosci AI or change eligibility criteria at any time, subject to applicable law and advance notice where required.
Use of Prosci AI
Prosci AI is made available through Prosci’s partnership with third-party artificial intelligence technology providers, including OpenAI, which supplies certain underlying AI technologies that interface with the Membership platform.
Prosci AI does not constitute professional, legal, compliance, financial, or other regulated advice, and is intended solely as a decision-support tool. Prosci AI is not designed to operate as a fully automated decision-making system.
By accessing or using Prosci AI, you acknowledge and agree that:
1. Prosci Intellectual Property. Prosci retains all right, title, and interest in and to all Prosci Content, and other Prosci intellectual property that may be included in, incorporated into, referenced by, or reflected in any input submitted to or output generated by Prosci AI.
2. Third-Party Rights. Inputs provided to Prosci AI and outputs generated by Prosci AI may be subject to rights, restrictions, or interests held by Prosci, you, and/or third parties. Prosci does not represent or warrant that any output generated by Prosci AI is free from third-party rights or suitable for any specific purpose.
3. Use at Your Own Risk. Prosci AI outputs are generated automatically and may be inaccurate, incomplete, or inappropriate. You are solely responsible for reviewing, validating, and determining the suitability of any output generated by Prosci AI before relying on or using it. Use of Prosci AI output is entirely at your own risk.
4. No Liability for AI Output. To the maximum extent permitted by applicable law, Prosci shall have no liability for any claims, damages, losses, or liabilities arising from or related to your use of, reliance on, or inability to use Prosci AI or any output generated by Prosci AI.
5. Third-Party Policies. Your use of Prosci AI is subject to compliance with applicable third-party documentation, guidelines, and policies governing the underlying AI technologies, including those published by OpenAI at https://openai.com, including without limitation applicable usage, safety, and sharing policies.
4. Intellectual Property Ownership
Prosci and its licensors own all right, title, and interest in and to:
Prosci Content;
The Membership platform;
All related software, technology, designs, documentation, and data; and
All associated copyrights, trademarks, and intellectual property.
This ownership applies globally and is enforceable under international IP treaties. No rights are transferred to you except as expressly granted
5. Member Content
You may upload or submit your own original content, information, or data through the Membership (“Member Content”). As between you and Prosci:
You retain ownership of your original Member Content;
You grant Prosci a worldwide, irrevocable (except as required by law), royalty-free license to host, store, display, transmit, process, and use your Member Content as necessary to provide, support, and improve the Membership;
Prosci may generate aggregated or anonymized data for analytics, benchmarking, and product improvement.
You represent and warrant that your Member Content complies with all applicable laws in your jurisdiction and does not violate any third-party rights.
Prosci may remove or restrict access to Member Content where required by law or where necessary to protect Prosci or other users.
6. Payment, Renewal & Cancellation
6.1 Payment
You agree to pay all fees associated with your Membership using a valid payment method.
Where required by law (e.g., the EU, UK, Australia), additional consumer rights regarding pricing transparency or withdrawal periods may apply.
6.2 Trials, Subscriptions & Auto-Renewal
Membership Included with Training.
If you receive access to the Membership as part of a Prosci training program, such access is provided on a ninety (90) day trial basis and does not automatically renew. To continue access beyond the trial period, you must actively enroll in a paid Membership subscription on or before the ninety-first (91st) day. If no subscription is activated, your Membership access will be paused and may be reinstated upon subscription.
Direct Purchase Memberships.
For Memberships purchased directly from Prosci, a seven (7) day free trial may be offered. Unless you cancel before the end of the trial period, the Membership will automatically convert to a paid subscription at the end of the trial. At that time, the payment method you provided at checkout will be charged for the applicable subscription term, with your express acknowledgment that payment will be required unless canceled.
Auto-Renewal.
Except where prohibited by applicable law, all paid Membership subscriptions renew automatically on an annual rolling basis unless canceled prior to the applicable renewal date. By completing your purchase, you expressly authorize Prosci to charge the applicable subscription fees using your payment method on file for each renewal term, until you cancel.
Renewal Notices & Consumer Rights.
Prosci will provide renewal reminders and other pre-contract disclosures where required by applicable consumer protection laws. Nothing in this section limits any mandatory withdrawal, cancellation, or refund rights available to consumers under applicable law.
6.3 Cancellation
You may cancel your Membership at any time. Cancellation prevents automatic renewal but does not entitle you to a refund for the current term unless required by law.
Refund rights for consumers in certain jurisdictions (e.g., EU 14-day withdrawal period) will be honored where applicable.
6.4 Nonpayment
Prosci may suspend or terminate access for nonpayment.
7. Prohibited Conduct
Any violation constitutes a material breach and may result in immediate termination without notice or refund.
8. Global Service Availability & Modifications
Prosci does not guarantee that the Membership or Prosci Content will be available or lawful for use in all countries or regions.
Prosci may, without liability:
· Modify, suspend, or discontinue features;
· Impose regional access limitations where required by local law;
· Release experimental or beta features;
· Perform maintenance that may temporarily limit access; and
· Beta features are provided “AS IS.”
9. Privacy & International Data Transfers
Personal information is processed in accordance with Prosci’s Privacy Policy: www.prosci.com/privacy-policy
9.1 Cross-Border Data Transfers
By using the Membership, you acknowledge and agree that:
Your data may be transferred to, stored in, and processed in the United States and other jurisdictions outside your country of residence;
Such jurisdictions may have data protection laws that differ from those in your home country;
Prosci will take reasonable steps to protect your personal information consistent with applicable law, including implementing transfer mechanisms such as Standard Contractual Clauses where required.
If you reside in the EU/UK/EEA, additional rights under GDPR may apply.
10. Termination
Prosci may suspend or terminate your Membership immediately, without refund, if:
You breach these Terms;
You violate Prosci’s intellectual property rights or Membership Community Guidelines;
It is required by law, regulatory obligation, or government request;
You fail to pay applicable fees;
Upon termination:
Your license to Prosci Content terminates; and
You must cease all use of Prosci Content globally.
Prosci may delete or restrict access to Member Content (subject to legal retention requirements).
Termination does not limit Prosci’s available remedies.
11. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MEMBERSHIP AND PROSCI CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. PROSCI DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING:
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS, AVAILABILITY OR UPTIME, RESULTS, OUTCOMES, OR PERFORMANCE.
Some jurisdictions do not permit the exclusion of implied warranties; in such cases, exclusions apply only to the maximum extent allowed.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: Prosci’s total aggregate liability arising from or relating to your Membership shall not exceed the amount you paid during the twelve (12) months preceding the claim. PROSCI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES. This limitation applies regardless of the theory of liability.
Where certain jurisdictions (e.g., the EU, UK, Australia) prohibit the exclusion of certain categories of damages, this limitation applies only to the maximum extent permissible in that jurisdiction.
13. Changes to These Terms
Prosci may revise these Terms periodically. Material updates will be provided consistent with applicable global notification requirements. Your continued use after updated Terms become effective constitutes acceptance.
14. Governing Law & Venue
These Terms—and any disputes arising out of or relating to them—shall be governed by the laws of the State of Colorado, USA, without regard to conflict-of-laws principles. You agree to the exclusive jurisdiction of the state and federal courts located in Denver, Colorado.
Where local law provides consumers with mandatory rights regarding dispute resolution, those rights will supersede this provision only to the extent required.
15. Miscellaneous
If any provision is held unenforceable, the remainder remains in effect. Prosci’s failure to enforce a provision does not constitute a waiver. You may not assign these Terms without Prosci’s consent. Prosci may assign them without restriction.
These Terms constitute the entire agreement between you and Prosci regarding the Membership.
PROSCI MEMBERSHIP TERMS AND CONDITIONS
CONSUMER RIGHTS AND PRIVACY ADDENDUM
Global Consumer Rights Addendum (EU / UK / Australia / Other Mandatory Jurisdictions)
This Global Consumer Rights Addendum (“Addendum”) applies only where required by the mandatory consumer protection laws of your country of residence (e.g., EU Member States, the United Kingdom, Australia, New Zealand, and other jurisdictions with similar protections). Where applicable law conflicts with the Membership Terms, this Addendum controls only to the extent of the conflict.
1. Right of Withdrawal (EU/UK Only)
If you are a resident of the EU or UK and qualify as a “consumer,” you may have a 14-day right of withdrawal for digital service purchases. The withdrawal period begins the day after you purchase a Membership. If you request immediate access to the Membership before the withdrawal period ends, you acknowledge that you may lose the right to withdraw once digital services have been fully delivered.
Requests to withdraw should be submitted to: [email protected]
2. Mandatory Guarantees (Australia / New Zealand)
If you are in Australia or New Zealand, you may have statutory guarantees under the Australian Consumer Law (ACL) or New Zealand Consumer Guarantees Act. Nothing in these Terms excludes, restricts, or modifies any rights or remedies conferred by those statutes.
3. Local Refund Rights
If applicable consumer protection laws in your jurisdiction grant you refund, repair, replacement, or dispute resolution rights beyond what is stated in the Membership Terms, Prosci will reasonably comply with those requirements.
4. Local Dispute Resolution
Where local law requires certain dispute procedures (e.g., mandatory ADR or consumer protection ombudsman services), those rights remain available and are not waived by your acceptance of the Membership Terms.
5. Non-Waiver of Mandatory Rights
Nothing in the Membership Terms or this Addendum shall be construed as excluding or limiting rights that cannot be waived under applicable national or regional consumer protection laws.
DATA & PRIVACY
How Prosci Uses Your Information:
Prosci processes your personal data to provide and support your Membership, including access to tools, learning resources, and personalized content. We also use certain data to maintain platform security, improve products, and provide customer support.
Legal Basis for Processing:
We process your personal data based on:
Contract necessity (to provide your Membership);
Legitimate interest (to improve and secure the platform); and
Consent, where required (for optional features, marketing, or cookies).
International Transfers
Your information may be transferred to the United States. We use lawful transfer mechanisms such as Standard Contractual Clauses (SCCs) to protect your data.
Your GDPR Rights
You have the right to:
Access your data
Correct inaccurate data
Request deletion (right to be forgotten)
Restrict or object to processing
Port your data
Withdraw consent at any time (where applicable)
To exercise any of these rights, please contact us at: [email protected]
Privacy Policy
Full details are available in our Privacy Policy: www.prosci.com/privacy-policy
By proceeding, you acknowledge that you have read this information and consent to processing where required by law.