These Terms of Service (“Terms”) govern your access to and use of ProctorU Inc.’s (“ProctorU”, “We”, or “Our”) website(s), browser extensions, platforms, applications, and other services (collectively, our “Services”). These Terms also apply to any information, text, audio, video, images, graphics, code, extensions, or other materials created uploaded, downloaded, transferred or otherwise appearing on or connected with the Services when you interact with ProctorU, including recordings of any test sessions (collectively referred to as “Content”).
- Using ProctorU’s Services
To use our Services, you need compatible hardware, software, and internet access. ProctorU is not responsible for any equipment or network malfunction or service disruption that affects your test session. By accessing or using ProctorU’s Services you agree to comply with and to be bound by these Terms. Do not access or use our Services if you do not agree to these Terms. ProctorU reserves the right to terminate any user or account and/or to suspend or end access to the Services, without notice to you, if it has reason to believe you have violated these Terms or if it has been validly instructed to do so by your Testing Institution.
- Basic Terms
You are responsible for your use of the Services and for any consequences thereof. The Services are being provided to you by ProctorU for the benefit of your college, university, instructor, school, organization, certification administrator, or other test delivery partner (hereafter, the “Testing Institution”). 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 by your Testing Institution. You may use the Services only in compliance with these Terms and any applicable local, state, national, and international laws, rules, and regulations. The form and nature of the Services that ProctorU provides may change from time to time without prior notice to you. Additionally, ProctorU may stop (permanently or temporarily) providing the Services (or any features within the Services) to you without prior notice. As a user of the Services, you are prohibited from photographing, or recording, by video or sound, any part of ProctorU’s Services for any purpose, unless ProctorU has granted you express written permission to do so. You may not remove copies of test questions or test answers, and you may not share or discuss with anyone any of the test questions, test content, or test answers you viewed during your test.
We reserve the right to adjust our fees from time to time, without providing prior notice. The current fee schedule is available through your Testing Institution, and it is fully incorporated herein by reference. The incorporation of the fee schedule, by reference, includes any changes to pricing or availability of choices. Unless your Testing Institution is paying your test session fees directly to us, you are responsible for all fees and costs associated with your use of the Services, including any fees for “premium” services that you select.
- Identity Authentication
By selecting to use the Services, you agree to provide only true and accurate information to authenticate your identity.
- Connecting to your computer
When you use the Services, ProctorU will remotely connect to your computer in order to monitor your computer screen and premises. As a part of using the Services, you agree to scan your premises using your webcam if or when a proctor request that you do so. The proctor will provide you with reasonable instructions on how to accurately scan your room. You agree to maintain audio and video contact with the proctor during the test session, to enable the Services to record your test session, and to disconnect audio and video contact from the test session once it ends. You authorize us to make all recordings of and any Content from your examination or test session available to your Testing Institution.
If you exhibit unacceptable behavior during your test session, ProctorU reserves the right to deny service and report your actions to your Testing Institution. By choosing to use ProctorU’s services, you understand and acknowledge that the proctor may immediately terminate your test session if the proctor experiences or observes:
- Anything that would require termination based on the agreement between your Testing Institution and ProctorU; or
- Any conduct that the proctor deems vulgar, offensive, pornographic, obscene, abusive, criminal, or otherwise inappropriate.
When you choose to use the Services, you grant the proctor the right to use whatever method ProctorU makes available to recommend that your examination or test be disqualified if or when the proctor detects suspicious or questionable action(s) during the test session.
- Accounts and Passwords
In order to use the Services, you may be required to register with ProctorU and to create an account. You will receive account confirmation through the email address you provide during registration.
When you create your account, you are agreeing to: (i) provide true, accurate, current, and complete information about yourself and (ii) maintain and promptly update your registration information to keep it true, accurate, current, and complete. ProctorU, in its sole discretion, 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) 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; or
- You provide erroneous information.
You are responsible for maintaining the confidentiality of your account credentials. If you have reason to believe that your account is no longer secure, you must promptly change your password and immediately notify us by contacting sending an email to firstname.lastname@example.org.
You are solely responsible for any Content that you originate and transmits while using the Services. Because ProctorU does not control user-generated Content transmitted via the Services, we cannot take responsibility for such Content. By submitting, transferring, posting, or displaying Content on or through the Services, you give ProctorU permission to use, transmit, display, and distribute such Content to your Testing Institution. You are responsible for how you use the Services, any Content you provide, and any consequences thereof, including the disqualification of your test by your Testing Institution. ProctorU is not and will not be responsible or liable for how your Testing Institution chooses to use your Content. When you use the Services, you represent and warrant that you have all the rights, power, and necessary authority to submit your Content.
- ProctorU Intellectual Property Rights
Our Services contain intellectual property that is exclusively owned by ProctorU and its licensors, including but not limited to, text, design, graphics, logos, button icons, images, audio clips, digital downloads, interfaces, data compilations, software, code, content and the layout, coordination, and arrangement of our Services. All intellectual property rights in our Services are protected by applicable United States and international intellectual property laws and treaties. By using the Services, you acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about our Services (“Submissions”) that you send to ProctorU are voluntary and non-confidential, and you agree that ProctorU is entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Neither the Services nor any portion thereof may be modified, copied, reproduced, downloaded, posted, transmitted, transferred, sold, or distributed in any form except as described in these Terms. You agree to comply with all copyright and other laws worldwide in your use of our Services and to prevent any unauthorized copying of any Content from our Services.
You are granted a non-exclusive and non-transferable license to electronically access and use the Services only in the manner described in these Terms. ProctorU does not sell to you, and you do not have the right to sublicense, any ProctorU intellectual property. You agree and acknowledge that ProctorU has the right to change the Content or technical specifications of any aspect of the Services, in its sole discretion. ProctorU may revoke or terminate this license at any time, without notice or liability. We will not be responsible if, for any reason, all or any part of the Services become unavailable.
No other right, title, or interest in or to the Services is transferred to you, and ProctorU reserves all rights not expressly granted herein. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in a manner that breaches these Terms, your right to use the Services will cease immediately.
The Services may contain links to third-party websites or resources outside of ProctorU’s control. By using the Services, you acknowledge and agree that ProctorU is 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. The inclusion of links to such websites or resources does not imply ProctorU’s endorsement of such websites or resources or the content, products, or services available therein. By using the Services, you acknowledge that you are solely responsible for and assume all risk arising from your use of any such third-party websites or resources.
You may provide a link to our Services, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.
Subject to the foregoing, you must not:
- Establish a link to our Services from any website that is not owned by you; or
- Cause our Services or any portions of it to be displayed, or appear to be displayed, by any other site, for example, framing, deep linking, or in-line thinking, on any other site; or
- Otherwise take any action with respect to our Services that is inconsistent with any other provision of this Agreement.
You agree to cooperate with us and immediately cease any linking when directed to do so by ProctorU. We reserve the right to withdraw linking permission without notice.
You represent and warrant that the information you provide when downloading, registering for, accessing, or otherwise using our Services and all information that you subsequently provide regarding yourself is true and accurate and not misleading.
Your access to and use of the Services or any Content is at your own risk. ProctorU makes no warranties, express or implied, regarding errors or omissions and assumes no liability for loss or damage resulting from the use of or inability to use the services. You understand and agree that the Services are provided to you on an AS IS, WITH ALL FAULTS, and AS AVAILABLE basis. Neither ProctorU nor its vendors, affiliates, or any person associated with ProctorU makes any warranty or representation with respect to the completeness, accuracy, availability, timeliness, security, or reliability of the Services or any Content therein. Neither ProctorU nor anyone associated with ProctorU represents or warrants that the Services will be accurate, reliable, error-free, uninterrupted, free of transmission errors, that defects will be corrected, that the Services are free of viruses or other harmful components, or that the Services will otherwise meet your needs or expectations.
When you use our Services, any information that you submit will be transmitted via the internet and such transmission is beyond our control. ProctorU does not assume any responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services. ProctorU does not assume any liability for loss or damage to your computer systems, devices, or networks as a result of your use of the services. ProctorU will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, devices, or data due to your use of the Services.
No advice or information, whether oral or written, obtained from ProctorU or through the Services, will create any warranty that has not been expressly and explicitly made herein. YOUR SOLE REMEDY AGAINST PROCTORU FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES.
Without limiting the foregoing, PROCTORU DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
ProctorU will not be liable for any delay or failure in performance of the Services.
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.
- Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PROCTORU 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.
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.
By using the Services, you agree to defend, indemnify, and hold harmless ProctorU, 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 these Terms, 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 these Terms, or your violation of any rights of any third party.
- Waiver and Severability
ProctorU’s failure to exercise or enforce any right or provision of these Terms will not be deemed as a waiver of its right to the benefits associated with such right(s) or provision(s). No waiver by ProctorU of any term or condition set forth in these Terms 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 these Terms 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 these Terms.
- Controlling Law and Jurisdiction
All 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. All claims, legal proceedings, or litigation arising out of or in connection with or related to the Services will be brought solely in a court of competent jurisdiction in the State of Alabama, County of Jefferson.
- International Use of Services
These Services are created, operated, and controlled by ProctorU from the United States. ProctorU makes no claims that the Services are appropriate for use outside of the United States. You may not use the Services or any component of the Services in violation of United States or foreign export laws and regulations. Access to the Services may not be legal in certain countries outside the United States. If you use the Services from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
- Modification to Terms
ProctorU may modify these Terms at any time at its sole discretion by changing, adding to, deleting from or otherwise updating them. ProctorU will and provide notice of changes to these Terms by posting them on our Services or by any other means available under applicable law. Any such revisions become effective immediately and supersede and supplant any previous version of these Terms. You should visit these Terms from time to time to review the then current Terms because they are binding on you. By continuing to access or use the 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 that are in effect at the time of your use.
The current Terms supersede and supplant any previous version of the Terms. 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 these Terms 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.
- Supplemental Agreements
Certain provisions of these Terms may operate in conjunction with expressly designated legal notices, agreements between ProctorU and your Testing Institution, or terms located on particular pages or components of ProctorU’s Services (each a “Supplemental Agreement”). In the event of a conflict or inconsistency between these Terms and a Supplemental Agreement governing or otherwise concerning your use of ProctorU’s Services, the provisions of the Supplemental Agreement shall prevail, unless ProctorU expressly agrees otherwise in writing. ProctorU 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.”
2200 Riverchase Ctr.
Birmingham, AL 35244
Effective: May 4, 2020