Terms of Use

Please read these Terms of Service ("Terms") carefully before using the Provectia LLC website at provectia.com, completing the PRISM AI Readiness Assessment, or engaging Provectia for consulting or fractional advisory services. By accessing our website or engaging our services, you agree to be bound by these Terms.

If you do not agree to these Terms, please do not use our website or engage our services.

Provectia LLC ("Provectia," "we," "us," or "our") is a Utah limited liability company providing fractional Chief AI Officer (CAIO) services, AI strategy consulting, AI governance advisory, and AI readiness assessment tools to organizations across academic, healthcare, enterprise, and regulated industry sectors.

Provectia's principal place of business is in the State of Utah, United States of America.

Website: provectia.com

These Terms govern:

• Your use of the provectia.com website and all content, tools, and resources made available on it
• Your use of the PRISM AI Readiness Assessment tool (free, PRISM Pro, and PRISM Executive tiers)
• Any inquiry, proposal, or engagement for Provectia consulting or fractional advisory services
• Any downloadable content, white papers, or gated resources accessed through the website
• Any communications initiated through the website contact forms or email

Specific engagements — including AI Readiness Sprints and Fractional CAIO Retainer arrangements — are also governed by separate Statements of Work (SOW) and Engagement Letters executed between Provectia and the client. In the event of a conflict between these Terms and a signed SOW or Engagement Letter, the SOW or Engagement Letter controls.

3.1 PRISM AI Readiness Assessment

The PRISM tool is Provectia's proprietary AI readiness diagnostic. It is available in three tiers:

• PRISM Free — A self-serve AI readiness score across seven dimensions, provided at no cost. Requires email registration.
• PRISM Pro ($297–$497) — A self-serve benchmarked report with peer comparisons and prioritized recommendations.
• PRISM Executive ($1,497) — A delivered report including full diagnostic results, executive summary, and board-ready presentation format.

PRISM assessments are diagnostic tools intended to help organizations understand their AI readiness posture. Results reflect inputs provided by the user and do not constitute a legal opinion, compliance certification, regulatory guidance, or guarantee of any specific outcome. Provectia makes no warranty that PRISM results will be free from error or that any recommended course of action will achieve a particular result.

3.2 AI Readiness Sprint

The AI Readiness Sprint is a fixed-scope, six-week consulting engagement typically priced between $40,000 and $65,000. Deliverables include a comprehensive PRISM diagnostic, stakeholder interviews, an AI governance roadmap, and a board-ready presentation. Specific deliverables, timelines, and milestone payment schedules are defined in a signed SOW.

3.3 Fractional CAIO Retainer

The Fractional CAIO Retainer is an ongoing monthly engagement through which Provectia provides embedded AI strategy and governance leadership, typically at a rate of $12,000–$18,000 per month. Specific scope, time commitments, and performance components are defined in a signed Engagement Letter. Retainer engagements are subject to Provectia's guarantee terms as described in the applicable Engagement Letter.

3.4 Advisory and Content Services

Provectia may provide ad hoc advisory services, speaking engagements, white paper development, or other professional services as mutually agreed in writing.

4.1 Proposals and Statements of Work

All consulting and fractional advisory engagements require a signed SOW or Engagement Letter prior to commencement of work. No verbal agreement, email exchange, or website submission constitutes a binding engagement without a fully executed written agreement.

4.2 Invoicing and Payment

• PRISM Pro and PRISM Executive assessments require payment in full prior to delivery.
• AI Readiness Sprints are invoiced on a milestone basis as defined in the SOW. A deposit (typically 40–50% of the Sprint fee) is due upon execution of the SOW.
• Fractional CAIO Retainers are invoiced monthly in advance.
• All amounts are in United States Dollars (USD).
• Invoices unpaid after 30 days from the due date may accrue interest at 1.5% per month or the maximum rate permitted by Utah law, whichever is lower.
• Provectia reserves the right to suspend services on any engagement with overdue invoices after providing written notice.

4.3 Taxes

Clients are responsible for all applicable taxes, duties, or assessments imposed by any government authority in connection with services received, other than taxes assessed on Provectia's net income.

5.1 PRISM Assessments

PRISM Pro and PRISM Executive purchases are non-refundable once the assessment report has been delivered. If a report has not yet been delivered and the client requests cancellation within 48 hours of purchase, Provectia will issue a full refund at its discretion.

5.2 AI Readiness Sprint — Clean Exit Guarantee

Provectia offers a Clean Exit Guarantee on AI Readiness Sprint engagements. If, at or before the Week 3 midpoint checkpoint, the client does not believe the engagement is on track to deliver meaningful value, the client may notify Provectia in writing. Provectia will cease work and refund 100% of fees paid to that point.

Eligibility requires: (a) written notice at or before the Week 3 checkpoint; (b) client participation in the scheduled Week 3 review session; and (c) client provision of the agreed access to stakeholders and data during the engagement. The guarantee does not apply to dissatisfaction arising solely from organizational changes or decisions outside the engagement scope.

5.3 Fractional CAIO Retainer — Month 1 Guarantee

For Fractional CAIO Retainer engagements, Provectia offers a Month 1 Clean Exit Guarantee. If the client does not believe the engagement is delivering value at the end of Month 1, the client may cancel with no penalty and receive a full refund of Month 1 fees.

After Month 1, either party may terminate the retainer with 30 days' written notice. No refunds apply to prior months' fees after Month 1.

5.4 Guarantee Scope

Guarantee terms as described above are incorporated into and governed by the applicable SOW or Engagement Letter. Provectia's guarantees apply to the quality and delivery of Provectia's own work product and do not extend to outcomes dependent on client implementation, third-party cooperation, regulatory decisions, or factors outside Provectia's reasonable control.

6.1 Provectia Proprietary IP

All methodologies, frameworks, assessment tools, templates, reports, white papers, website content, and materials developed by Provectia — including but not limited to the PRISM assessment framework, the four-layer consulting meta-model, the AI Governance Roadmap template, and all associated documentation — are the sole and exclusive property of Provectia LLC and are protected by applicable copyright, trade secret, and intellectual property laws.

6.2 Client License to Deliverables

Upon full payment of all fees due under a signed SOW or Engagement Letter, Provectia grants the client a non-exclusive, non-transferable, perpetual license to use the deliverables produced specifically for that client under that engagement for the client's internal business purposes. This license does not include the right to sublicense, resell, or publicly distribute Provectia's underlying methodologies, frameworks, or tools.

6.3 Client-Provided Materials

Clients retain ownership of all data, documents, and materials provided to Provectia for the purpose of an engagement. Clients grant Provectia a limited license to use such materials solely for the purpose of performing the agreed services. Provectia will handle all client-provided materials with reasonable care and will not share them with third parties except as required to perform the services or as required by law.

6.4 Aggregated and Anonymized Data

Provectia may use aggregated, anonymized, and de-identified data derived from PRISM assessments and client engagements for benchmarking, research, product improvement, and thought leadership purposes. No personally identifiable information or organization-identifying information will be used or disclosed without express written consent.

Each party agrees to maintain the confidentiality of the other party's non-public, proprietary, or sensitive information disclosed in connection with an engagement ("Confidential Information"). Confidential Information shall not be disclosed to third parties without prior written consent and shall be protected with at least the same degree of care used to protect the receiving party's 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 known to the receiving party prior to disclosure; (c) is received from a third party without restriction; or (d) is required to be disclosed by law or court order, provided that the disclosing party is given prompt written notice where legally permissible.

Specific confidentiality terms for consulting engagements are addressed in the applicable SOW or a separate Non-Disclosure Agreement (NDA) executed between the parties.

THE PROVECTIA WEBSITE, THE PRISM ASSESSMENT TOOL, AND ALL RELATED CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT.

Provectia does not warrant that:

• The website will be available, uninterrupted, or error-free at all times
• PRISM assessment results will be accurate, complete, or suitable for any particular regulatory, compliance, or business purpose
• Any consulting advice or deliverable will produce a specific business outcome
• The website or its content will be free from viruses or other harmful components

Nothing in these Terms excludes liability that cannot be excluded under applicable law.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVECTIA LLC, ITS MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES — ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE WEBSITE, OR ANY SERVICES PROVIDED BY PROVECTIA, EVEN IF PROVECTIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PROVECTIA'S TOTAL CUMULATIVE LIABILITY TO ANY CLIENT ARISING OUT OF OR RELATED TO A SPECIFIC ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THAT CLIENT TO PROVECTIA UNDER THE APPLICABLE SOW OR ENGAGEMENT LETTER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

This limitation of liability reflects the allocation of risk between the parties and is a fundamental element of the basis of the bargain between Provectia and its clients.

You agree to indemnify, defend, and hold harmless Provectia LLC and its members, officers, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

• Your breach of these Terms
• Your misuse of the website or PRISM tool
• Your violation of any applicable law or regulation
• Any misrepresentation made by you in connection with an engagement
• Any claim by a third party arising from your use of Provectia's deliverables in a manner inconsistent with the license granted herein

Provectia collects certain personal and organizational information through the website, the PRISM assessment, and client engagements. This information is used solely to deliver services, communicate with clients and prospects, improve our offerings, and fulfill legal obligations.

Provectia does not sell personal data to third parties. Data collected through the PRISM free tier (email address and assessment inputs) is used to deliver assessment results and, with consent, to send Provectia communications. Users may opt out of marketing communications at any time.

A separate Privacy Policy governing data collection, use, storage, and rights is available at provectia.com/privacy. By using the website or our services, you acknowledge and agree to our Privacy Policy.

For clients who provide data subject to HIPAA, FERPA, or other regulatory frameworks, specific data handling obligations will be addressed in the applicable SOW or Data Processing Agreement (DPA).

The provectia.com website may contain links to third-party websites, tools, or resources. These links are provided for convenience only. Provectia does not endorse, control, or assume responsibility for the content, privacy policies, or practices of any third-party sites or services. Your use of third-party sites is at your own risk and subject to those parties' terms.

The content on provectia.com, the PRISM assessment tool, and all consulting services provided by Provectia constitute strategic and operational advisory services. Nothing Provectia provides should be construed as legal advice, regulatory compliance certification, audit services, investment advice, or financial guidance.

Organizations with specific legal, compliance, or regulatory obligations should engage qualified legal counsel, compliance officers, or licensed professionals for matters within those disciplines. Provectia's AI governance advisory is designed to complement — not replace — such professional services.

By using the provectia.com website and PRISM tool, you agree that you will not:

• Use the website or tool for any unlawful purpose or in violation of any applicable law
• Attempt to reverse-engineer, copy, reproduce, or scrape Provectia's proprietary assessment methodology or tools
• Submit false, misleading, or fraudulent information in any assessment or inquiry form
• Use automated tools, bots, or scripts to access the website without Provectia's express written consent
• Attempt to gain unauthorized access to any part of the website or its underlying systems
• Use the website in any way that could damage, disable, overburden, or impair its functionality
• Republish, resell, or distribute Provectia's content or assessment outputs without express written permission

Provectia reserves the right to update or modify these Terms at any time. When we make material changes, we will update the Effective Date at the top of this document and, where practicable, provide notice via the website or email to registered users.

Your continued use of the website or engagement of Provectia services after the updated Terms are posted constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.

Provectia reserves the right to suspend or terminate access to the website, the PRISM tool, or any engagement with or without notice if:

• You breach any provision of these Terms
• You engage in conduct that Provectia reasonably believes is harmful to its interests, reputation, or clients
• Required by law or court order

Upon termination of any engagement, provisions that by their nature should survive — including confidentiality, intellectual property, limitation of liability, indemnification, and governing law — shall continue in full force and effect.

17.1 Governing Law

These Terms and any disputes arising out of or related to them or to Provectia's services shall be governed by and construed in accordance with the laws of the State of Utah, United States, without regard to its conflict of law principles.

17.2 Informal Resolution

Before initiating formal proceedings, both parties agree to attempt to resolve any dispute informally. The party raising the dispute shall provide written notice describing the issue in reasonable detail. The parties will then attempt in good faith to negotiate a resolution within 30 days of such notice.

17.3 Binding Arbitration

If informal resolution is unsuccessful, any dispute, claim, or controversy arising out of or relating to these Terms or Provectia's services shall be resolved by binding arbitration administered by JAMS pursuant to its applicable rules. Arbitration shall be conducted in Salt Lake County, Utah, or remotely by mutual agreement. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

17.4 Class Action Waiver

All claims must be brought in the parties' individual capacities and not as a plaintiff or class member in any purported class action, collective action, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of a representative or class proceeding.

17.5 Exceptions

Notwithstanding the arbitration agreement above, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights or misappropriation of confidential information.

Neither party shall be liable for any failure or delay in performance under these Terms to the extent such failure or delay is caused by circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, pandemic, government action, internet outages, or other force majeure events. The affected party shall provide prompt written notice and shall resume performance as soon as reasonably practicable.

These Terms, together with any applicable SOW, Engagement Letter, NDA, or Privacy Policy, constitute the entire agreement between you and Provectia LLC with respect to your use of the website and Provectia's services, and supersede all prior and contemporaneous agreements, understandings, and representations, whether written or oral, relating to the same subject matter.

If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it shall be severed. The remaining provisions of these Terms shall continue in full force and effect.

No failure or delay by Provectia in exercising any right, power, or privilege under these Terms shall operate as a waiver of that right. No single or partial exercise of any right, power, or privilege shall preclude any other or further exercise thereof.

If you have any questions about these Terms, wish to report a concern, or need to send legal notices to Provectia, please contact us at:

Provectia LLC
Website: provectia.com
State of Formation: Utah, United States
Email: legal@provectia.com

Legal notices must be provided in writing and delivered via email with confirmed receipt or via certified mail to Provectia's registered address.

© 2026 Provectia LLC. All rights reserved. Provectia is a registered trade name of Provectia LLC, a Utah limited liability company.