Prosci Membership Terms & Conditions - Teams

These Teams Membership Terms & Conditions (“Terms”) govern the purchase, access, and use of the Prosci membership portal, platform, content, tools, resources, and related services (collectively, the “Prosci Membership” or “Membership”) by the purchasing organization (“Company” and/or “you”). These Terms constitute a legally binding agreement between you (“Member,” “you,” or “your”) and Prosci, Inc. (“Prosci,” “we,” “us,” or “our”). Teams Memberships are valid for use by a single legal entity only. The Teams Membership provided under these Terms is solely for the Company, and not to be used by affiliates, subsidiaries, parent companies, or related entities unless expressly authorized in writing by Prosci.

“Teams Membership” means a Membership purchased by a Company that permits access by a limited number of authorized individual users, as specified in the applicable Plan.

“Authorized Users” means the specific, identifiable employees or contractors of a Company designated by the Company to access the Membership under a Teams Membership, subject to the numerical limits of the applicable Plan.

“Account Administrator” means the individual designated by the Company to manage Authorized Users, including adding, removing, or reassigning access, subject to Plan limits.

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 Teams 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.

Membership plans permit Teams access for a fixed number of Authorized Users within a single organization. Teams Memberships are subject to the user limits, features, and restrictions described in the applicable Plan. Each Authorized User must have their own unique login credentials. Concurrent use or credential sharing is prohibited.

Teams Membership includes access to certain features, tools, services, and content as described in the specific Membership plan 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.

For Teams Memberships, access is limited to Authorized Users designated by the purchasing organization. Each Authorized User must register an individual account using unique login credentials.

The organization must designate at least one Account Administrator responsible for managing Authorized Users and ensuring compliance with these Terms.

Reassignment of Authorized User access is permitted only: (a) within the numerical limits of the applicable Plan; and (b) where access is promptly revoked for the prior Authorized User.

Each Authorized User must register an account, and will be required to represent and warrant that:

· The individual has the legal capacity to enter into the Terms under the laws of their jurisdiction;

· All information provided is true, accurate, and complete;

· The individual will promptly update all information to remain current;

· The individual maintains the confidentiality and security of their login credentials; and

· The individual, along with the purchasing organization is solely responsible for all actions occurring under their account.

Account Sharing Prohibited.

Credential sharing, pooled access, or concurrent use by unauthorized individuals is strictly prohibited.

Prosci may suspend or terminate accounts with shared or compromised credentials.

Subject to these Terms and your active Teams Membership, Prosci grants the Company a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to permit its Authorized Users to access and use the content, tools, templates, assessments, resources, materials, and platform features provided through the Teams Membership (“Prosci Content”) solely for the organization’s internal business purposes of the Company, including limited reproduction and distribution of data gathering assessments for the sole purpose of collecting information that is used by the Authorized User. No rights are granted to any affiliate, parent, subsidiary, or third party unless expressly stated in the applicable Plan or a separate written agreement.

Except as expressly permitted, you and/or Authorized Users shall not, and shall not permit others to:

· Share Prosci Content with other employees or contractors of the Company who are not Authorized Users, even if they are employed by the same organization;

· 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;

· Use Prosci Content for internal training programs, playbooks, learning management systems, or derivative materials without Prosci’s prior written consent or an applicable enterprise license.

· 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.

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: https://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.

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.

For Teams Memberships, all inputs submitted to Prosci AI are deemed submitted on behalf of the Company, and the Company is responsible for ensuring Authorized User compliance with these Terms.

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.

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

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.

You agree to pay all fees associated with your Membership using a valid payment method. Termination or removal of individual Authorized Users does not reduce fees or entitle the Company to a refund.

Where required by law (e.g., the EU, UK, Australia), additional consumer rights regarding pricing transparency or withdrawal periods may apply.

Membership Included with Training.

If you receive access to the Membership as part of a Prosci training program, such access is provided on a twelve (12) month initial term, and does not automatically renew. To continue access beyond this initial period, you must actively enroll in a paid Membership subscription on or before the end of the twelve (12) month term. If no subscription is activated, your Membership access will be paused and may be reinstated upon subscription.

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.

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.

Please see Prosci’s Membership Community Guidelines here: https://help.prosci.com/en/articles/13260184-prosci-membership-community-guidelines. Any violation constitutes a material breach and may result in immediate termination without notice or refund.

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.”

Personal information is processed in accordance with Prosci’s Privacy Policy: www.prosci.com/privacy-policy

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.

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 suspend or terminate access for one or more Authorized Users without terminating the entire Teams Membership where a violation is limited in scope.

A material breach by the Company may result in termination of the entire Teams Membership.

Prosci may delete or restrict access to Member Content (subject to legal retention requirements).

Termination does not limit Prosci’s available remedies.

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.

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.

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.

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.

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.

​

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.

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]

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.

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.

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.

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.

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]

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.