Terms of Service — ProctorEdu

1. Right of Use. The Software should be used during the test or test(s) your test administrator has arranged for you. You can take the test on a computer or mobile device that you own or otherwise have the right to use. To use our Services, you need compatible hardware and internet access. ProctorEdu is not responsible for any equipment or network malfunction or service disruption that affects your test session. You can check your hardware anytime before the test at https://proctoredu.com/test-taker. Subject to the terms and conditions of this Agreement, ProctorEdu grants you a limited, non-exclusive, non-transferable, non-sublicensable right to use the Software. This right of use will be terminated or suspended if you fail to comply with the terms and conditions of this Agreement.

2. Data Access. You acknowledge and agree that the Software is intended to monitor your performance on the Test you are taking. To provide the service, the system collects and use the proctoring information and certain technical information regarding your Hardware. Your test administrator adjusts proctoring to use camera, microphone, keyboard, mouse and other features of the hardware to track your behavior and provide a proctoring report. Please take into account that ProctorEdu does not assess your overall academic performance. We do not have access to anything beyond your web-browser and cam or mic if the access is requested and granted. The Content you submit, post, or display, including all audio and video recordings or images, including any recordings or images of you made by the Services during your test session(s), will be shareable with and viewed only by your Testing Institution.

3. Privacy. This Agreement incorporates the terms of our Privacy Policy posted at https://proctoredu.com. Please read the policy carefully to understand how we treat your personal information.

4. Use Restrictions. You may not use the Software except as permitted under Section 1 (Right of Use), or for any purpose that is unlawful or violates this Agreement. Additionally, you may not (a) authorize or permit use of the Software by anyone other than yourself; (b) copy, market or distribute the Software; (c) assign, sublicense, sell, lease or otherwise transfer or convey, or pledge as security or otherwise encumber, your rights under Section 1 above; (d) use the Software in any time-sharing or service bureau arrangement, including, without limitation, any use to provide services for the benefit of, or on behalf of, any third party; (e) modify or create any derivative works of the Software (or any component thereof); (f) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Software is compiled or interpreted, and you hereby acknowledge that nothing in this Agreement shall be construed to grant you any right to obtain or use such source code; or (g) upload or transmit any form of virus, worm, Trojan horse, or other malicious code through the Software, or interfere with or disrupt any servers or networks connected to the Software or used to provide the Service; or (g) disclose the contents of the Software. Subject to the limited right granted to you in Section 1, ProctorEdu retains all right, title and interest in and to the Software and all associated intellectual property rights, including without limitation any related patents, patent applications, copyrights, trademarks or trade secrets. You acknowledge that you neither own nor acquire any other rights in the Software or any associated intellectual property rights. ProctorEdu reserves all rights in the Software not expressly granted to you in this Agreement.

5. ProctorEdu's Role. The Service provides the test administrator with objective Performance Data (Proctoring reports) that can be used to evaluate the credibility of your Test results. Use of the proctoring data is entirely within the discretion of the test administrator, and you should direct any questions or concerns regarding such use to your test administrator. ProctorEdu has no responsibility or liability with respect to the use of any proctoring data. We also do not interfere with academic results.

Without limiting the foregoing, PROCTOREDU DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use of the Services, for any cause of action.

6. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PROCTOREDU OR ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, OR EMPLOYEES, BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, STATUTORY, PUNITIVE, OR EXEMPLARY DAMAGES. SUCH DAMAGES MAY INCLUDE, BUT ARE NOT LIMITED TO, LOST PROFITS, LOST SAVINGS AND LOST REVENUES, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS OF BUSINESS OPPORTUNITIES, EMOTIONAL HARM, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS.

7. Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for consequential or incidental damages. Therefore, any warranty exclusion(s) and/or limitation(s) of liability will not apply to users who are subject to applicable prohibitions. All other warranty exclusions and limitations of liability shall remain in full force and effect.

8. Indemnity. By using the Services, to the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless ProctorEdu, our officers, directors, stockholders, employees, agents, contractors, partners, and affiliates from and against any and all claims, liabilities, damages, losses, or expenses arising from your breach of this Agreement, your illegal conduct, or your violation of the rights of any third party, including rights available under our agreements with any Testing Institution or other third party. Those claims, liabilities, damages, losses or expenses may include, but are not limited to, reasonable attorneys' fees, court costs, and costs that arise out of or are in any way connected with your access to or use of the Services, your violation of or failure to perform any obligation under this Agreement, or your violation of any rights of any third party.

9. Waiver and Severability. ProctorEdu's failure to exercise or enforce any right or provision of this Agreement will not be deemed as a waiver of its right to the benefits associated with such right(s) or provision(s). No waiver by ProctorEdu of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition.

In the event that any provision of this Agreement is held to be invalid or unenforceable by any applicable law, rule, order, or regulation of any government, or by the final determination of any state or federal court, such provision shall be ineffective only to the extent of such invalidity, and shall not affect the enforceability of any other provision in this Agreement.

10. Modification to Agreement. ProctorEdu may modify this Agreement at any time at its sole discretion by changing, adding to, deleting from or otherwise updating them. ProctorEdu will and provide notice of changes to this Agreement by posting them on our website. Any such revisions become effective immediately and supersede and supplant any previous version of this Agreement. It is your obligation to be familiar with the Agreement that is in effect at the time of your use.

By continuing to use the Services after we provide notice of any change, you agree that your access and use of the Services is the functional equivalent of your signature, and you hereby waive any objection to electronic assent to this agreement, whether based on the Statute of Frauds or similar law, rule, or regulation. A printed version of this Agreement shall be admissible in judicial or administrative proceedings based on or relating to use of these Services to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

11. Supplemental Agreements. Provisions of this Agreement operate in conjunction with agreements between ProctorEdu and your Testing Institution. In the event of a conflict or inconsistency between this Agreement and a supplemental agreement governing your use of ProctorEdu's Services, the provisions of the Supplemental Agreement shall prevail, unless ProctorEdu expressly agrees otherwise in writing. ProctorEdu will not retain or use your personal data for a period or in a manner inconsistent with the retention or use your Testing Institution permits under any Supplemental Agreement.