These Terms of Service ("Terms") are a binding agreement between you and Mentora LMS, a company with its principal place of business at 1433 N Water Street, Suite 400, Milwaukee, WI 53202, United States ("Mentora LMS", "we", "us", or "our"), governing your access to and use of the Mentora LMS platform, website, and related services (collectively, the "Platform").

By creating an account, accessing, or using the Platform, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you are entering into these Terms on behalf of an organization (a "Customer"), you represent that you have the authority to bind that organization, and "you" refers to both you and that organization.

If you do not agree to these Terms, you must not access or use the Platform.

Mentora LMS is a software-as-a-service (SaaS) learning management system that allows Customers to create, deploy, assign, and track educational content and courses for their designated employees, contractors, and instructors ("Authorized Users").

We may add, modify, or discontinue features of the Platform at any time. We will provide reasonable notice of any change that materially reduces the core functionality of a paid subscription.

You must provide accurate and complete information when creating an account and keep that information up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

You must notify us promptly at [email protected] if you become aware of any unauthorized use of your account.

Certain features of the Platform require a paid subscription. Fees are billed in advance on a recurring basis as described at the time of purchase and are non-refundable except where required by law or expressly stated otherwise.

We may change subscription fees on renewal with at least 30 days' advance notice. Continued use of the Platform after a fee change takes effect constitutes acceptance of the new fee.

You are responsible for any taxes associated with your purchase, other than taxes based on our net income.

You agree not to use the Platform to: (a) upload or distribute unlawful, infringing, or harmful content; (b) reverse engineer, decompile, or attempt to extract the source code of the Platform, except where permitted by law; (c) interfere with or disrupt the integrity or performance of the Platform; (d) attempt to gain unauthorized access to the Platform or its related systems; or (e) resell or sublicense access to the Platform without our prior written consent.

We may suspend or terminate access for any account that we reasonably believe violates this section.

"Customer Content" means the courses, materials, learner data, and other content that Customers and Authorized Users upload to or generate through the Platform. As between the parties, Customers retain all rights to their Customer Content.

You grant us a limited, non-exclusive license to host, process, and display Customer Content solely as necessary to provide the Platform. Our handling of personal data within Customer Content is governed by our Privacy Policy and, where applicable, a data processing agreement.

The Platform, including its software, design, and Mentora LMS trademarks and logos, is owned by Mentora LMS and its licensors and is protected by intellectual property laws. Except for the limited rights expressly granted in these Terms, no rights are transferred to you.

You retain ownership of any feedback or suggestions you provide, but you grant us a perpetual, royalty-free license to use them to improve the Platform without any obligation to you.

The Platform may integrate with or link to third-party services (for example, payment processors or AI providers). We are not responsible for the availability, content, or practices of third-party services, and your use of them is subject to their own terms.

THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT AS EXPRESSLY STATED IN A SEPARATE WRITTEN AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MENTORA LMS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, OR DATA, ARISING FROM YOUR USE OF THE PLATFORM. OUR AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM.

You agree to indemnify and hold Mentora LMS harmless from any claims, damages, or expenses (including reasonable legal fees) arising from your breach of these Terms or your unlawful use of the Platform.

You may cancel your subscription at any time through your account settings or by contacting us. We may suspend or terminate your access to the Platform if you materially breach these Terms and do not cure the breach within 15 days of notice.

Upon termination, your right to use the Platform ends immediately. Sections that by their nature should survive termination (including Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, and Governing Law) will survive.

These Terms are governed by the laws of England and Wales, consistent with our Privacy Policy. Any disputes arising from these Terms will be resolved in the courts of that jurisdiction, without regard to conflict-of-law principles.

We may update these Terms from time to time by posting the revised version on the Platform. Material changes will take effect 30 days after notice. Your continued use of the Platform after that date constitutes acceptance of the revised Terms.