Terms of Service

These Terms of Service (Terms) govern access to and use of Certvera LMS, the Certvera websites, applications, hosted learning environments, related support services, APIs, and any services identified in an order form, subscription confirmation, or statement of work (collectively, the Service). Certvera provides a multi-tenant software-as-a-service learning management platform designed for organizations that deliver, administer, sell, assess, and certify learning.

These Terms apply to universities, schools, corporate learning teams, certification providers, government organizations, commercial training providers, enterprise customers, their authorized administrators, instructors, learners, and other users. If an Order Form or written agreement signed by Certvera and a Customer conflicts with these Terms, the signed agreement controls to the extent of the conflict.

By creating an account, accessing a tenant workspace, accepting an Order Form, clicking an acceptance control, or otherwise using the Service, you confirm that you have read, understood, and agree to be bound by these Terms. If you are using the Service for an organization, you represent that you have authority to bind that organization, and Customer refers to that organization.

If you do not agree to these Terms, do not access or use the Service. Certvera may make the Service available subject to additional product-specific terms, policies, or documentation. Those materials are incorporated into these Terms when they apply to the relevant feature, plan, integration, or service.

Account means a credentialed user profile. Administrator means a person designated by Customer to configure and manage a tenant. Customer Content means information, course materials, learner records, assessment items, media, branding, and other data submitted to the Service by or for Customer. Documentation means Certvera’s then-current public or provided user documentation.

Order Form means a written or electronic ordering document accepted by Certvera and Customer. Subscription means the right to use the Service during an agreed subscription term. Tenant means Customer’s logically separated workspace. User means an individual authorized by Customer or otherwise permitted by Certvera to access the Service. Usage Limits means the agreed plan, Order Form, or documented service limits.

You may use the Service only if you can form a binding agreement and comply with applicable law. Individuals accessing a Customer tenant must be authorized by that Customer. Customer is responsible for determining whether the Service is appropriate for its learners, institutional requirements, procurement rules, and regulatory obligations.

The Service is not intended to be used where its use would violate sanctions, export controls, child-protection requirements, accessibility obligations, education laws, procurement restrictions, or other laws applicable to Customer or its Users. Where minors may access a tenant, Customer is responsible for obtaining the permissions and notices required by applicable law.

Users must provide accurate account information, protect their credentials, and promptly notify their administrator or Certvera of suspected unauthorized access. Accounts are personal to the authorized User unless the Service expressly permits a shared institutional, service, or integration account. Users must not share passwords, bypass authentication controls, or use another person’s account without authorization.

Customer controls its tenant accounts and may add, remove, suspend, reset, or assign roles to Users. Certvera may require reasonable identity verification before assisting with account recovery or making sensitive account changes. Customer remains responsible for activity occurring under accounts it authorizes, except to the extent caused by Certvera’s breach of these Terms.

Each Customer tenant is configured as an organization account. Administrators may manage branding, domains, learning catalogues, enrollment, roles, groups, commerce settings, integrations, certificates, and reporting according to the Service features available to Customer. Customer is responsible for selecting administrators with appropriate authority and for reviewing administrator access regularly.

Customer must not attempt to access another tenant or use tenant configuration to interfere with other customers. Customer is responsible for its internal approval processes, identity lifecycle, role assignments, and authorization to upload or make available Customer Content. Certvera may rely on instructions from an authenticated administrator unless it has reason to believe an instruction is unauthorized.

Certvera offers Subscription plans with features, Usage Limits, support levels, and commercial terms that may vary by plan, Order Form, and deployment. The applicable Order Form identifies the Subscription term, fees, committed quantities, and any plan-specific rights. Customer may use only the features included in its Subscription or separately purchased add-ons.

Usage Limits may apply to learners, administrators, instructors, courses, storage, media processing, integrations, AI-assisted features, commerce capabilities, API use, custom domains, or other measured services. Customer will reasonably cooperate with Certvera to address sustained use beyond agreed limits, including by purchasing additional capacity or modifying use.

Customer will pay all fees stated in the applicable Order Form or checkout flow in the currency, frequency, and payment method specified there. Fees are due without setoff except where required by law or expressly agreed in writing. Customer is responsible for accurate billing information and for all taxes, duties, levies, and similar governmental assessments, excluding taxes based on Certvera’s net income.

If payment is overdue, Certvera may provide notice and, after a reasonable opportunity to cure, suspend affected paid Service features or terminate the applicable Subscription. Late-payment remedies do not limit Certvera’s right to recover reasonable collection costs where permitted by law. Fees are non-refundable except where an Order Form, mandatory law, or an applicable refund policy expressly provides otherwise.

Certvera may offer a free trial, pilot, sandbox, demonstration tenant, or evaluation access. Evaluation access is provided for assessment purposes only and may include reduced functionality, separate limits, or non-production restrictions. Certvera may modify or end an evaluation at any time unless an Order Form states otherwise.

Customer should not upload sensitive, regulated, production-critical, or irreplaceable data during an evaluation unless Certvera has expressly agreed in writing to support that use. At the end of an evaluation, access may end and evaluation data may be deleted unless Customer converts to a paid Subscription or Certvera agrees otherwise in writing.

Customer retains all right, title, and interest in Customer Content. Customer grants Certvera a non-exclusive, worldwide, limited right to host, process, transmit, reproduce, display, and modify Customer Content only as necessary to provide, secure, support, improve, and operate the Service, comply with law, and enforce these Terms.

Customer represents that it has all necessary rights, permissions, notices, and legal bases to provide Customer Content and to permit the processing described in these Terms. Customer is responsible for the accuracy, legality, integrity, quality, and appropriateness of Customer Content, including learning materials, learner data, marks, certificates, commerce information, and communications sent through its tenant.

Certvera and its licensors own the Service, Documentation, platform software, interface designs, analytics generated from operation of the Service excluding Customer Content, trademarks, and all related intellectual property rights. Subject to payment of applicable fees and compliance with these Terms, Certvera grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for its authorized Users to access and use the Service during the Subscription term.

Customer must not copy, modify, adapt, translate, create derivative works of, reverse engineer, decompile, disassemble, sell, lease, sublicense, or attempt to discover source code for the Service except to the extent a restriction is prohibited by applicable law. Suggestions and feedback may be used by Certvera without restriction or compensation, provided Certvera does not publicly identify Customer as the source without permission.

Customer and Users must use the Service lawfully, responsibly, and in accordance with the Documentation. They must not use the Service to transmit unlawful, fraudulent, harmful, infringing, deceptive, discriminatory, defamatory, obscene, threatening, or otherwise objectionable material, or to facilitate conduct that violates the rights of others.

Customer and Users must not probe, scan, test, or circumvent security measures; introduce malware; overload, disrupt, or interfere with the Service; scrape or harvest data without permission; use automated means beyond documented API functionality; impersonate another person; send unsolicited communications; or use the Service to build or benchmark a competing service in a manner prohibited by law. The separate Acceptable Use Policy may provide additional detail.

Customer is responsible for its Users’ compliance with these Terms and for establishing appropriate policies for learning content, assessment administration, certificate issuance, communications, attendance, commerce, and accessibility. Users must follow tenant rules and lawful instructions from authorized administrators. Customer must promptly address credible reports of misuse from Certvera or affected parties.

Customer is solely responsible for academic, employment, accreditation, certification, training, grading, proctoring, learner-support, and other decisions made using the Service. Certvera supplies technology and does not independently validate course outcomes, determine learner eligibility, grant academic credit, accredit programs, or guarantee that a certificate or credential will be accepted by any third party.

Each party will comply with privacy and data-protection laws applicable to its respective role. Where Certvera processes Personal Data in Customer Content on Customer’s behalf, Customer is generally the controller or equivalent responsible party and Certvera acts as processor or service provider, subject to the applicable Data Processing Agreement and applicable law.

Customer is responsible for providing required privacy notices, establishing a lawful basis for processing, responding to data-subject requests that require Customer action, and configuring the Service appropriately. Certvera’s handling of personal information that it collects for its own business purposes is described in its Privacy Policy. Customer must not submit special-category, regulated, or highly sensitive information unless the Service and contractual terms are suitable for that use.

For processing subject to the General Data Protection Regulation, the United Kingdom GDPR, or substantially similar laws, the parties will comply with their respective obligations. Customer will determine the purposes and means of its processing and provide documented instructions to Certvera. Certvera will process applicable Customer Personal Data only on Customer’s documented instructions, unless law requires otherwise.

The parties will use the applicable Data Processing Agreement to address processing details, confidentiality, authorized subprocessors, assistance with data-subject rights, security measures, international transfers, audits, and deletion or return of data. Customer must not represent that Certvera provides legal compliance certification or that use of the Service alone satisfies Customer’s GDPR obligations.

Certvera maintains administrative, technical, and organizational measures designed to protect the confidentiality, integrity, and availability of the Service and Customer Content, taking account of the nature of the Service and the risks of processing. Security measures may include access controls, logging, environment separation, vulnerability management, and operational safeguards, as described in applicable security documentation.

No online service can guarantee absolute security. Customer is responsible for securely managing its Users, credentials, devices, integrations, data classifications, and tenant configuration. Customer must promptly notify Certvera of suspected security incidents involving the Service and cooperate reasonably in investigation and mitigation. Contractual security commitments, where applicable, are stated in the Order Form, Data Processing Agreement, or security addendum.

Certvera will use commercially reasonable efforts to operate the Service, but does not guarantee that the Service will be uninterrupted, error-free, or available at every location or time. The Service may be unavailable due to maintenance, upgrades, emergency actions, internet or telecommunications failures, third-party services, force majeure events, or circumstances outside Certvera’s reasonable control.

Certvera may schedule maintenance and will endeavor to provide advance notice where practical. Customer should maintain reasonable continuity plans for time-sensitive learning, examinations, enrollment windows, commerce activities, and regulatory processes. Any service-level commitments, exclusions, remedies, measurement methods, and support terms are governed solely by the applicable Service Level Agreement or Order Form.

Certvera operates backup and recovery practices intended to support resilience of the Service. Backup, restoration, incident-recovery, and business-continuity processes are operational safeguards, not a substitute for Customer’s responsibility to retain copies of materials that are important to its operations, legal obligations, or learner relationships.

Recovery objectives, retention intervals, restoration scope, and disaster-recovery commitments may vary by Service, plan, region, and contractual arrangement. Certvera does not guarantee recovery of every item or every historical version unless an express written agreement provides otherwise. Customer should use available export capabilities and maintain its own continuity procedures appropriate to its risk profile.

The Service may enable Customer to design, issue, revoke, verify, or display certificates, completion records, badges, and other digital credentials. Customer controls the eligibility rules, content, signatories, branding, claims, expiry rules, and revocation decisions for credentials issued through its tenant, unless the parties agree otherwise in writing.

Certvera does not verify the truth, accreditation status, legal validity, or external recognition of Customer-issued credentials. Customer must ensure that its credential practices comply with applicable education, consumer, employment, professional, procurement, and recordkeeping requirements. Recipients and third parties remain responsible for independently assessing a credential where verification is required.

The Service may support integrations, extensions, payment providers, video services, identity providers, storage providers, analytics tools, and other third-party services. Customer may choose to enable an integration, and doing so may authorize the exchange of Customer Content or account data with that third party according to Customer’s configuration and the third party’s terms.

Certvera does not control third-party services and is not responsible for their availability, content, security, functionality, or privacy practices. Customer is responsible for evaluating third-party terms and obtaining required permissions. Certvera may disable or modify an integration where necessary for security, legal compliance, technical compatibility, or a third-party provider’s requirements.

Where Certvera makes APIs available, Customer may use them only in accordance with the Documentation, Usage Limits, and applicable credentials. API credentials are confidential and must be stored securely. Customer is responsible for applications and integrations it builds or authorizes, including their security, permissions, rate controls, and lawful use of data.

Customer must not use APIs to circumvent Service limits, access data without authorization, interfere with the Service, or create unreasonable load. Certvera may impose rate limits, modify endpoints, deprecate versions, or suspend API access to protect the Service. Customer should maintain compatibility with current supported API versions and must not rely on undocumented behavior.

Certain Service features may provide AI-assisted drafting, summarization, question generation, content assistance, classification, or workflow support. AI-assisted output is generated from probabilistic systems and may be incomplete, inaccurate, unsuitable, biased, or unavailable. Customer and its Users must review, validate, and approve output before relying on it for learning, assessment, certification, employment, academic, legal, safety, or other consequential decisions.

Customer must not use AI features to process data or generate content in violation of law, third-party rights, or Customer policy. Customer remains responsible for all prompts, input, output, and decisions connected to its use of AI features. AI feature availability, model providers, limits, data handling, and controls may vary by plan, region, configuration, and applicable documentation.

Customer may upload, launch, track, or manage SCORM, xAPI, cmi5, or other supported learning-content formats where available. Customer is responsible for ensuring it has the necessary rights to use, distribute, and track that content and for testing content compatibility with its intended learner environments. Support for industry specifications does not guarantee compatibility with every package, authoring tool, browser, device, or content behavior.

Certvera may apply technical limits, validation, security controls, and reasonable restrictions to uploaded packages and tracking activity. Customer must not use learning packages to execute malicious code, collect data unlawfully, circumvent browser protections, or interfere with the Service. Completion, score, and tracking data depend on the applicable package and Customer configuration.

If Certvera offers access to third-party learning content, templates, extensions, or marketplace items, those items may be subject to separate provider terms, license restrictions, pricing, or availability. Customer must review the applicable terms before purchasing, assigning, or using marketplace content. Marketplace availability does not constitute an endorsement or guarantee by Certvera.

Unless Certvera expressly states otherwise, third-party providers are responsible for their own materials, claims, support, updates, and intellectual-property rights. Customer may not copy, resell, redistribute, or modify marketplace content except as permitted by the applicable license. Certvera may remove marketplace items when legally required, at a provider’s request, or for security or operational reasons.

Certvera respects intellectual-property rights and responds to valid infringement notices in accordance with applicable law. A copyright complaint should identify the protected work, identify the allegedly infringing material with enough detail for Certvera to locate it, provide contact information, include the required good-faith and accuracy statements, and be signed by the rights holder or authorized representative.

Certvera may remove, disable access to, or preserve relevant materials while reviewing a complaint. Where appropriate and permitted by law, Certvera may notify the affected Customer or User and provide an opportunity to submit a counter-notice. Repeated or serious infringement may result in suspension or termination. Notices should be sent to legal@certvera.academy.

Certvera may suspend or restrict access to all or part of the Service if reasonably necessary to protect the Service, other customers, Users, or third parties; address a security incident; stop unlawful or prohibited use; comply with law; respond to a credible rights complaint; or address overdue payment after notice and an opportunity to cure where appropriate.

Certvera will use reasonable efforts to limit a suspension to the affected accounts, features, or activity and to restore access once the underlying issue is resolved. Suspension does not relieve Customer of payment obligations accrued before or during the suspension where the suspension results from Customer’s breach, misuse, or failure to pay.

Either party may terminate an Order Form or Subscription as permitted by its terms. Either party may terminate for material breach if the breach is not cured within a reasonable written cure period, unless the breach is incapable of cure. Certvera may terminate immediately where continued access would create material security, legal, sanctions, or rights risk.

Upon termination or expiration, Customer’s right to access the Service ends except for any agreed transition or export period. Sections that by their nature should survive termination, including payment obligations, intellectual-property provisions, confidentiality, limitations of liability, indemnification, and dispute provisions, survive. Termination does not affect rights or obligations accrued before termination.

During a paid Subscription, Certvera retains Customer Content in the Service subject to the applicable configuration, legal obligations, and technical operation. Following expiration or termination, Certvera may delete or de-identify Customer Content after an applicable transition or retention period, unless longer retention is required by law, agreed in writing, or necessary to resolve a dispute or enforce these Terms.

Customer is responsible for setting and administering its own learner-record, assessment, certificate, financial, and institutional retention policies. Customer should not rely on the Service as its sole archive for records that must be retained for a particular period. De-identified and aggregated information that does not identify Customer or an individual may be retained and used to operate, secure, and improve the Service.

Customer may use available export capabilities during the Subscription term to retrieve Customer Content in supported formats. Where Customer requires reasonable transition assistance beyond self-service functionality, the parties may agree on scope, timing, format, fees, and responsibilities in writing. Customer is responsible for verifying that exported data meets its own recordkeeping, migration, and continuity needs.

Exports may be subject to technical limits, security verification, reasonable rate limits, and applicable fees for custom work. Certvera is not responsible for Customer’s use of exported data or for compatibility with another system. Customer should request exports before the end of any agreed post-termination transition period.

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, anticipated savings, or data, even if advised of the possibility of those damages. This exclusion applies regardless of the form of action.

To the maximum extent permitted by law, each party’s aggregate liability arising out of or related to the Service and these Terms will not exceed the amounts paid or payable by Customer to Certvera under the applicable Order Form during the twelve months immediately preceding the event giving rise to liability. These limitations do not apply where they cannot lawfully apply or where an Order Form expressly states a different limitation.

Customer will defend, indemnify, and hold harmless Certvera and its affiliates, officers, directors, employees, and agents from third-party claims, damages, losses, liabilities, and reasonable costs arising from Customer Content, Customer’s or its Users’ use of the Service in breach of these Terms, Customer’s learning or credentialing decisions, or Customer’s violation of law or third-party rights.

Certvera will defend Customer against a third-party claim alleging that the unmodified Service, when used as authorized, directly infringes that third party’s intellectual-property rights, and will pay damages finally awarded or agreed in settlement. Certvera has no obligation for claims arising from Customer Content, third-party services, combinations not supplied by Certvera, use contrary to Documentation, or continued use after notice of alleged infringement. The indemnified party must provide prompt notice, reasonable cooperation, and sole control of the defense and settlement to the indemnifying party.

Except as expressly stated in a signed agreement, the Service is provided on an as-is and as-available basis. Certvera disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, title, uninterrupted operation, and freedom from harmful components, to the maximum extent permitted by law.

Certvera does not warrant that the Service will meet Customer’s particular requirements; that every feature, integration, content format, report, or AI-assisted output will be available, accurate, complete, or suitable; or that use of the Service will produce a particular learning, certification, employment, academic, commercial, regulatory, or business outcome.

Neither party will be liable for a delay or failure to perform an obligation, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, governmental action, utility failure, internet or telecommunications failure, acts of third-party providers, or cyberattacks not caused by that party’s breach.

The affected party will use reasonable efforts to mitigate the effects of the force majeure event and resume performance. If a force majeure event materially prevents performance for an extended period, either party may discuss an appropriate transition, suspension, or termination of the affected services in accordance with the applicable Order Form and law.

Certvera may update, enhance, modify, or discontinue features to maintain, secure, improve, or evolve the Service. Certvera will use reasonable efforts to avoid materially reducing core paid functionality during an active Subscription, except where a change is necessary for security, legal compliance, third-party dependency, or technical reasons.

Customer is responsible for maintaining reasonable compatibility with supported browsers, devices, integrations, and documented technical requirements. Certvera may provide advance notice of material changes where practicable. New features may be subject to additional terms, Usage Limits, pricing, or availability conditions.

Certvera may update these Terms from time to time. Material changes will be communicated through the Service, by email to the Customer’s designated contact, or by another reasonable method before they take effect, except where an immediate change is necessary for security, legal, or operational reasons. The updated Terms will identify their revision date.

Continued use of the Service after updated Terms take effect constitutes acceptance of the updated Terms, unless Customer has a signed Order Form that provides a different amendment process. If Customer does not agree to a material change, Customer may stop using the affected Service and exercise any termination rights available under its Order Form or applicable law.

These Terms and any dispute arising from them are governed by the law identified in the applicable Order Form. Where no Order Form specifies governing law, the law applicable to the Certvera contracting entity that provides the Service to Customer will apply, without regard to conflict-of-law rules, except where mandatory law requires otherwise.

Nothing in these Terms limits rights that cannot be excluded or restricted under applicable law. Public-sector, education-sector, and enterprise customers may require jurisdiction-specific terms through a signed agreement, provided those terms are accepted by Certvera in writing.

Before commencing formal proceedings, the parties will use good-faith efforts to resolve a dispute through their authorized business representatives. Either party may seek urgent equitable relief where necessary to prevent unauthorized use, infringement, disclosure of confidential information, or material harm to the Service or a party’s rights.

Any forum, arbitration process, venue, notice procedure, or escalation process stated in an applicable Order Form controls for disputes related to that Order Form. If no such process is stated, the parties will bring a claim only in a court with jurisdiction over the Certvera contracting entity, subject to applicable mandatory law.

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect. The parties will interpret or replace the affected provision in a manner that best reflects its original commercial and legal purpose while remaining enforceable.

A failure or delay by either party to enforce a right or remedy is not a waiver of that right or remedy. A waiver must be in writing and signed by the party granting it. Rights and remedies are cumulative unless the applicable agreement expressly provides otherwise.

These Terms, the applicable Order Form, Data Processing Agreement, service-specific terms, and documents expressly incorporated by reference form the entire agreement between the parties regarding the Service and supersede prior or contemporaneous discussions, proposals, representations, and agreements regarding that subject matter.

Customer purchase orders, supplier portals, vendor onboarding forms, or similar documents do not modify these Terms unless Certvera expressly agrees in writing. Customer may not assign these Terms without Certvera’s prior written consent, except to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all relevant assets, provided the successor agrees in writing to be bound by these Terms.

Questions about these Terms, enterprise contracting, data-processing arrangements, security documentation, accessibility, or legal notices may be sent to legal@certvera.academy. Customer should include its organization name, tenant identifier where available, and a clear description of the request so Certvera can route it appropriately.

For privacy requests, use privacy@certvera.academy. For copyright complaints, use legal@certvera.academy. Notices related to an Order Form should also be delivered using the notice method stated in that Order Form. Electronic correspondence does not amend these Terms unless the amendment is expressly agreed in writing by authorized representatives of both parties.

Related Legal Documents

Review these documents alongside these Terms where they apply to your use of Certvera LMS.

Contact

For questions about these Terms or enterprise contracting, contact Certvera’s legal team.