These Terms of Service (the “Terms”) govern your access to and use of ProctorU’s websites (the “Website”), ProctorU’s services and the services ProctorU provides to you which are licensed from third parties, as well as any additional services developed by, bundled with or otherwise used in connection with your interaction with ProctorU (the “Services”), as well as any information, text, audio, video, images, graphics, or other materials uploaded, downloaded, transferred or otherwise appearing or connected with the Website or Services while interacting with ProctorU (collectively referred to as “Content”). By accessing or using the Website or Services you agree to comply with and to be bound by these Terms, as such may be amended or modified from time to time, and each use by you shall constitute and be deemed your unconditional acceptance of these Terms. We may change, add to, delete or otherwise modify these Terms by posting the revised Terms. Any such revisions become effective immediately. By continuing to access or use the Website or Services after those revisions become effective, you agree to be bound by the revised Terms. It is your obligation to be familiar with the Terms currently in effect. ProctorU reserves the right to terminate, without prior notice, any user or account or to suspend any or all of the access to the Services, with or without the user’s consent, for violating these Terms. If your account is terminated, your rights to use the Services will cease immediately. Termination is without prejudice to all other remedies available to ProctorU by law or under these Terms. You may stop using the ProctorU Services at any time and in your sole discretion, with no need for justification and with no additional termination charge by contacting ProctorU and requesting to delete your account.
You are responsible for your use of the Services and for any consequences thereof. The Content you submit, post, or display will be able to be shared with and viewed by your college, university, instructor, school, organization or other test delivery partner (each being hereafter referred to as an “Institution”). You may use the Services only if you can form a binding contract with ProctorU and you are not a person barred from receiving the Services under the laws of the United States or other applicable jurisdiction. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. The Services that ProctorU provides are always evolving and the form and nature of these Services may change from time to time without prior notice to you. In addition, ProctorU may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. Photography, filming, video recording or sound recording of any part of ProctorU’s Services for commercial, private or public performance purposes is prohibited unless written permission from ProctorU is obtained in advance. You are responsible for all fees and costs associated with your use of the Services, including any “premium” fees which you may incur. We reserve the right to adjust our fees from time to time without prior notice. The current fee schedule is available at through your institution and is fully incorporated herein by reference, including any changes to pricing or availability of choices.
You grant the proctor the right to use whatever method ProctorU makes available to recommend that your examination or test be disqualified should the proctor detect, in his or her sole judgment, suspicious or questionable action during the examination or test. You agree to allow ProctorU to take a photo of you to keep on file at ProctorU. Electronic Communication When you visit the Websites or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. ProctorU will communicate with you by e-mail or by posting notices on the Websites. You agree that all communications, notices, disclosures and other communications that we provide to you electronically via e-mail or by posting notices on the Websites satisfy any legal communication that such communication be in writing.
Accounts and Passwords
As a condition to using the Services, you may be required to register with ProctorU and create an account that will be confirmed through your e-mail. You are responsible for maintaining the confidentiality of your registration. You are responsible for all uses of your registration, whether or not authorized by you. You will immediately notify ProctorU in writing of any unauthorized use of your account, or other account related security breach of which you are aware. You also agree to: (i) provide true, accurate, current and complete information about yourself as submitted to ProctorU, and (ii) maintain and promptly update your registration information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or ProctorU has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ProctorU has the right to immediately suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) in its sole discretion.
You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password. ProctorU will not be liable for any loss or damage arising from your failure to comply with the above requirements. You agree to accept responsibility for all activities that occur under your account or password.
Content on the Services
All Content, however transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control all Content transmitted via the Services and we cannot take responsibility for such Content. Any use or reliance on any Content or materials transmitted via the Services or obtained by you through the Services is at your own risk.
License and Site Access
By submitting, transferring, posting or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, transmit, display and distribute such Content to your Institution. This license includes you authorizing us to make your examination or test session available to your Institution. You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the disqualification of your test by your Institution. ProctorU will not be responsible or liable for any use of your Content by your Institution. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit. ProctorU gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided to you by ProctorU as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by ProctorU, in the manner permitted by these Terms. You agree not to download (other than page caching) or modify the Website, or any portion of it, except with express, written consent of ProctorU. This license does not include any rights of resale or commercial use of the Website or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Website or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The Website or any portion of the Website may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express, written consent of ProctorU. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including, without limitation, images, text, page layout, or form) of ProctorU or its affiliates without its or their respective express, written consent. You may not use any metatags or any other “hidden text” utilizing ProctorU’s or its affiliates’ name or trade names, trademarks, or service marks without the express, written consent of ProctorU. Any unauthorized use terminates the permission or license granted by ProctorU.
ProctorU Intellectual Property Rights
All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of ProctorU and its licensors. The Services are or will be protected by copyright, trademark, and other laws of both the United States and foreign countries. All content on the Websites, including but not limited to, text, design, graphics, logos, button icons, images, audio clips, digital downloads, interfaces, data compilations, software, and code, is the property of ProctorU, its affiliates or its content suppliers, and is protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of ProctorU, its affiliates, or its content suppliers, and is protected by U.S. and international copyrights. All software used on this site is the property of ProctorU, its affiliates, or its software suppliers and is protected by U.S. and international copyright laws. Nothing contained on the Website should be construed as granting, by implication, estoppels, or otherwise, any license or right to use any of the copyrighted works displayed or contained in the Website without the express, written consent of ProctorU.
ProctorU is the owner of the unregistered trademarks, service marks, trade names, graphics, logos, page headers, button icons, scripts, trade dress, or other indicia of trade origin that appear with the Services or on the Websites. The registered and unregistered trademarks, service marks, trade names, graphics, logos, page headers, button icons, scripts, trade dress or other indicia of trade origin of ProctorU or its affiliates may not be used in connection with any business, product, or service whose source is not ProctorU or one of its affiliates, in any manner that is likely to cause confusion among customers, the trade, or the public, or in any manner that disparages or discredits ProctorU or any of its affiliates. Nothing in the Terms gives you a right to use the ProctorU name or any of the ProctorU trademarks, logos, domain names, and other distinctive brand features.
Any feedback, comments, or suggestions you may provide regarding ProctorU or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
Restrictions on Content and Use of the Services
We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of ProctorU, its users, customers, and the public. You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, ProctorU’s computer systems, or the technical delivery systems of ProctorU’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by ProctorU (and only pursuant to those terms and conditions); (iv) in any way use the Services to send altered, deceptive or false information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.
ProctorU respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. In appropriate circumstances and in our discretion, ProctorU may terminate the rights of any user to use the Websites (or any part thereof) who infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or if you are aware of someone so infringing on your rights, please provide the following information to the “Copyright Agent” specified below:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located on the Website;
- Your address, telephone number, and e-mail address;
- A statement that you have a good faith belief that the disputed content is not authorized by the copyright owner, its agent, and or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
You may send any notices, including notices of copyright infringement under the Digital Millennium Copyright Act, to ProctorU’s designated agent for notice of claims of copyright infringement on the Website are the following addresses:
Chief Compliance Officer
2200 Riverchase Center, Suite 600
Birmingham, AL 35244
Please note that this procedure is exclusively for notifying ProctorU and its affiliates that your copyrighted materials have been infringed.
THIS POLICY IS INTENDED TO COMPLY FULLY WITH THE REQUIREMENTS OF THE ONLINE COPYRIGHT INFRINGMENT LIABILITY ACT
Your access to and use of the Services or any Content is at your own risk. You understand and agree that the Services are provided to you on an AS IS and AS AVAILABLE basis. Without limiting the foregoing, PROCTORU DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any content thereon. ProctorU does not warrant that the Services, Website, its servers or e-mail sent from ProctorU are free of viruses or other harmful components. ProctorU will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any Content. You also agree that ProctorU has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services. We make no warranty that the Services or that the content on the Websites will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from ProctorU or through the Services, will create any warranty not expressly made herein. YOUR SOLE REMEDY AGAINST PROCTORU FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES. In addition, ProctorU will not be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, but not limited to, internet failure, computer equipment failures, telecommunication equipment failure, other equipment failure, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light or air conditioning.
The above disclaimer applies to any damages, liability or injuries caused by any failure of the 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 the Services, whether for breach of contract, tort, negligence or any other cause of action.
The Website and Services may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by ProctorU of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROCTORU’S MAXIMUM LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES. PROCTORU AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, EMOTIONAL DISTRESS OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT PROCTORU HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. ANY CLAIM ARISING UNDER THESE TERMS MUST BE BROUGHT WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR ELSE SHALL BE FOREVER BARRED.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
You agree to defend, indemnify and hold harmless ProctorU, our officers, directors, stockholders, employees, agents, partners and affiliates from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to or use of the Services, your violation of or failure to perform any obligation under these Terms or your violation of any rights of any third party.
Waiver and Severability
The failure of ProctorU to exercise or enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision held unenforceable and the other provisions of these Terms remain in full force and effect.
Controlling Law and Jurisdiction
For citizens of the European Union, all applicable issues of data privacy and protection shall be governed by the General Data Protection Regulation. All other terms and any claim or action arising out of or in any way related thereto will be governed by the laws of the State of Alabama without regard to or application of its conflict of law provisions and without regard to your state or country of residence. All claims, legal proceedings or litigation arising out of or in connection with or related to the Services will be brought solely in state or federal court sitting in Shelby County, Alabama, and you consent to the jurisdiction and venue of such courts and waive any objection as to inconvenient forum. Without derogating from the above, any claim that the user may have in connection with these Terms must first, and before taking any other legal action, be submitted to ProctorU in the form of a complaint (to: firstname.lastname@example.org) to enable the parties to resolve the claim in a friendly and effective manner. If the parties fail to resolve the claim in this manner in a reasonable timetable, or if any other claim or dispute in connection with these Terms arises, it shall be resolved in the exclusive jurisdiction and venue as specified above. Notwithstanding the foregoing, ProctorU may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.
These Terms are the entire and exclusive agreement between ProctorU and you regarding the Services, and these Terms supersede and replace any prior agreements between ProctorU and you regarding the Services.
You may contact ProctorU at:
Attn: Chief Compliance Officer
2200 Riverchase Ctr. Suite 600
Birmingham, AL 35244
Version 3.0; Effective: April 7, 2019