Provara Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between Provara, Inc., a Delaware corporation ("Provara," "we," "us," or "our"), and the organization or individual ("Customer," "you," or "your") accessing or using the Provara platform and services ("Services").

By creating an account, accessing the Services, or clicking "I agree," you confirm that:

• You have the authority to bind your organization to these Terms
• Your organization is a legal entity in good standing
• You are at least 18 years of age

If you do not agree to these Terms, do not use the Services.

2. Description of Services

Provara provides an AI-assisted hiring trust and fraud detection platform that helps organizations identify potentially fraudulent, misrepresented, or AI-generated candidate applications. The Services include:

• Resume screening - AI-powered analysis of candidate-submitted documents for authenticity signals
• Identity verification - Government ID document verification, selfie matching, and liveness checks via third-party identity verification providers
• Interview analysis - Deepfake detection and authenticity analysis of recorded or live video interviews
• Trust scoring - Automated fusion of detection signals into a candidate trust score with supporting evidence
• Integrations - Connections to third-party applicant tracking systems (ATS), communication platforms, and security tools

2.1 Nature of the Services

The Services are decision-support tools, not decision-makers. All outputs, including trust scores, risk signals, and flagged candidates, are presented to human reviewers for evaluation. Provara does not make hiring decisions. The Customer is solely responsible for all employment decisions.

2.2 AI Disclosure

The Services use artificial intelligence and machine learning models to analyze candidate data. As required by applicable law (including New York City Local Law 144, the Colorado Artificial Intelligence Act, and the EU AI Act), Customers acknowledge that:

• AI-assisted analysis is used in the hiring process
• AI outputs are probabilistic, not definitive
• Human review of AI outputs is required before any adverse action
• Customers in regulated jurisdictions must conduct required bias audits and comply with local AI employment laws

3. Accounts and Organizations

3.1 Account registration

You must create an account using a valid business email address. Consumer email domains (gmail.com, yahoo.com, etc.) are not permitted. You are responsible for maintaining the security of your account credentials.

3.2 Organizations

Each account belongs to an organization. The first user to create an organization is designated the administrator. Administrators may invite additional users and assign roles (Admin, Recruiter, Viewer).

3.3 Account security

You are responsible for all activity under your account. Notify us immediately at privacy@getprovara.com if you suspect unauthorized access.

4. Customer Obligations

4.1 Lawful use

You agree to use the Services only for lawful purposes and in compliance with all applicable laws, including:

• Employment discrimination laws (Title VII, ADA, ADEA, and equivalents)
• Data protection laws (GDPR, CCPA, PIPL, and equivalents)
• AI employment laws (NYC Local Law 144, Colorado AI Act, EU AI Act)
• Biometric privacy laws (Illinois BIPA and state equivalents)

4.2 Candidate consent

Before submitting any candidate's personal data to the Services, you must:

• Inform candidates that AI-assisted fraud detection tools are used in your hiring process
• Obtain any legally required consent for biometric data processing in applicable jurisdictions
• Provide candidates with information about their rights
• Comply with all disclosure requirements under applicable AI employment laws

You are the data controller for candidate personal data processed through the Services. Provara processes candidate data solely on your behalf and at your direction.

4.3 Prohibited uses

You must not use the Services to:

• Discriminate against candidates based on protected characteristics
• Process candidate data in violation of applicable law
• Reverse-engineer, decompile, or attempt to extract Provara's models or algorithms
• Share access credentials with unauthorized parties
• Process data of individuals under 18 years of age
• Use detection outputs as the sole basis for adverse employment decisions
• Attempt to circumvent or manipulate detection systems

4.4 Accuracy of data

You are responsible for ensuring candidate data submitted to the Services is accurate, obtained lawfully, and submitted with appropriate authorization.

5. Data Processing

5.1 Data processor relationship

With respect to candidate personal data, Provara acts as a data processor and you act as the data controller. Provara processes candidate data only:

• As instructed by you through use of the Services
• As necessary to provide the Services
• As described in our Privacy Policy
• As required by law

5.2 Data Processing Agreement

A Data Processing Agreement (DPA) governing the processing of personal data under GDPR and other applicable laws is available upon request at privacy@getprovara.com. Enterprise customers requiring a signed DPA should contact us before processing data subject to GDPR.

5.3 Sub-processors

Provara uses third-party sub-processors to deliver the Services, including identity verification providers, AI model providers, cloud infrastructure providers, and analytics services. A current list of sub-processors is available at getprovara.com/legal/sub-processors.

5.4 Biometric data

The Services may collect and process biometric data (including facial geometry derived from identity document photos and selfies) in connection with identity verification. You acknowledge that:

• Biometric data is sensitive personal data requiring heightened protection
• You are responsible for obtaining any required biometric consent under Illinois BIPA, Texas CUBI, Washington My Health MY Data Act, and equivalent laws
• Provara retains biometric data only for the duration necessary to complete verification
• You may request deletion of biometric data at any time

6. Intellectual Property

6.1 Provara's IP

The Services, including all software, algorithms, models, interfaces, documentation, and brand elements, are owned by Provara and protected by intellectual property laws. These Terms do not grant you any ownership rights in the Services.

6.2 Customer data

You retain ownership of all data you submit to the Services ("Customer Data"). You grant Provara a limited, non-exclusive license to use Customer Data solely to provide and improve the Services.

6.3 Feedback

If you provide feedback or suggestions about the Services, you grant Provara a perpetual, irrevocable license to use that feedback without restriction or compensation.

6.4 Aggregated data

Provara may use anonymized, aggregated, de-identified data derived from use of the Services for product improvement, research, and benchmarking, provided such data cannot reasonably identify you or any individual.

7. Fees and Payment

7.1 Subscription fees

Access to the Services is subject to the fees set out in your order form or as displayed on our pricing page at getprovara.com/pricing. Fees are billed in advance on a monthly or annual basis.

7.2 Payment

Fees are payable via the payment method on file. You authorize Provara to charge your payment method for all applicable fees. All fees are non-refundable except as required by law or as expressly stated in these Terms.

7.3 Taxes

You are responsible for all applicable taxes. Provara will add applicable taxes to invoices where required by law.

7.4 Late payment

Overdue amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower. Provara may suspend access for overdue accounts after 14 days' written notice.

8. Confidentiality

Each party may receive confidential information of the other party. Each party agrees to:

• Keep the other party's confidential information strictly confidential
• Use confidential information only to perform obligations under these Terms
• Not disclose confidential information to third parties without prior written consent
• Apply at least the same care as it uses to protect its own confidential information (but no less than reasonable care)

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was already known to the receiving party; (c) is independently developed; or (d) must be disclosed by law, provided the receiving party gives prompt notice where permitted.

9. Warranties and Disclaimers

9.1 Provara's warranties

Provara warrants that:

• The Services will perform materially as described in the documentation
• Provara will implement reasonable security measures to protect Customer Data
• Provara will comply with applicable data protection laws in its processing of personal data

9.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 9.1, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PROVARA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

PROVARA DOES NOT WARRANT THAT:

• THE SERVICES WILL DETECT ALL FRAUDULENT CANDIDATES
• DETECTION RESULTS WILL BE ERROR-FREE OR ACCURATE IN ALL CASES
• THE SERVICES WILL BE UNINTERRUPTED OR AVAILABLE AT ALL TIMES
• AI OUTPUTS WILL BE FREE FROM BIAS OR UNFAIRNESS

THE CUSTOMER ACKNOWLEDGES THAT AI-ASSISTED FRAUD DETECTION IS PROBABILISTIC AND THAT FALSE POSITIVES AND FALSE NEGATIVES WILL OCCUR. THE CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING DETECTION OUTPUTS AND MAKING ALL EMPLOYMENT DECISIONS.

10. Limitation of Liability

10.1 Exclusion of consequential damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVARA'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) USD $500.

10.3 Exceptions

The limitations in this Section 10 do not apply to: (a) either party's indemnification obligations; (b) either party's breach of confidentiality; (c) Provara's fraud or wilful misconduct; or (d) liability that cannot be limited by law.

11. Indemnification

11.1 Customer indemnification

You agree to indemnify, defend, and hold harmless Provara and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorney's fees) arising from:

• Your use of the Services in violation of these Terms
• Your violation of applicable law, including employment discrimination law
• Your failure to obtain required candidate consent
• Any claim by a candidate arising from your use of the Services
• Your employment decisions made using Services outputs

11.2 Provara indemnification

Provara will defend you against third-party claims alleging that the Services, as provided, infringe a third party's intellectual property rights, and will pay damages finally awarded, provided you: (a) promptly notify Provara; (b) give Provara sole control of the defense; and (c) provide reasonable cooperation.

12. Term and Termination

12.1 Term

These Terms commence on the date you create an account and continue until terminated.

12.2 Termination for convenience

Either party may terminate these Terms on 30 days' written notice.

12.3 Termination for cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within 14 days of notice
• Becomes insolvent or files for bankruptcy
• Engages in fraudulent or illegal activity

12.4 Effect of termination

Upon termination:

• Your access to the Services will cease
• Provara will delete or return Customer Data within 30 days upon written request
• Sections 5, 6, 8, 9, 10, 11, and 14 survive termination

13. Modifications

Provara may modify these Terms at any time. We will provide at least 30 days' notice of material changes via email or in-app notification. Continued use of the Services after the effective date constitutes acceptance of the modified Terms.

14. General

14.1 Governing law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

14.2 Dispute resolution

Any dispute arising from these Terms shall be resolved by binding arbitration under the JAMS Streamlined Arbitration Rules, with proceedings in Delaware, USA, unless both parties agree otherwise. Either party may seek injunctive relief in court for IP or confidentiality breaches.

14.3 Entire agreement

These Terms, together with any order forms and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter.

14.4 Severability

If any provision of these Terms is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

14.5 Assignment

You may not assign these Terms without Provara's prior written consent. Provara may assign these Terms in connection with a merger, acquisition, or sale of assets.

14.6 No waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision.

14.7 Force majeure

Neither party is liable for delays or failures caused by events outside reasonable control, including natural disasters, war, pandemics, or infrastructure failures.

15. Contact

Provara, Inc.

Legal inquiries: privacy@getprovara.com

Website: getprovara.com