These Terms of Service ("Terms") apply to you if you are an institution, university, college, school, or organization (each, an "Institution") and to you if you are an individual, customer, authorized end user, and/or a customer’s authorized end user (each, an "User") ("You" refers to an Institution and User). These Terms govern Your access to and use of the services, including our ("Proctorio" or "We") various websites, SMS, APIs, email notifications, documentation, software, licenses or applications, including the SaaS Agreement technology/application software ("Application Service") (collectively, the "Services"), and any information, content, text, graphics, photos, audio, video, or other materials, uploaded, downloaded, or appearing on the Services, (with the exclusion of "Feedback," as defined in Section 7) (collectively, "Content"). Your access to and use of the Services is conditioned on Your acceptance of and compliance with these Terms. By accessing or using the Services, You agree to be bound by these Terms.
Note: These Terms also apply to Proctorio’s third parties and subcontractors who perform services under a SaaS Agreement.

1. Basic Terms
You are responsible for Your use of the Services, including any Content You post to the Services, and for any consequences thereof. The Content You submit, post, or display may be viewed by Your Institution’s authorized representatives. You should only provide Content that You are comfortable sharing with others under these Terms.
You may use the Services only if You or Your Institution can form a binding contract with Proctorio and are not barred from receiving services under the laws of the applicable jurisdiction. If You accept these Terms and use the Services on behalf of an Institution, You represent and warrant that You are authorized to do so. 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 Proctorio provides evolve, and the form and nature of the Services may change without prior notice to You. In addition, Proctorio may stop (permanently or temporarily) providing Services (or any features within the Services) to You and/or may create limits on use at our sole discretion without providing prior notice, unless otherwise agreed. To ensure you are aware of all updates to these Terms, please periodically check for updates and subscribe to receive update notifications from us on GitHub.

2. Restricted Access
Access to certain areas of Proctorio’s website is restricted. Proctorio reserves the right to restrict access to areas of its website, or its entire website, at our discretion.
If Proctorio provides You with a username and password, API key and secret, or consumer key and secret to grant You access to restricted areas of its website, Content, or Services, You must ensure that these credentials are kept confidential. Proctorio is not liable for any loss or damage arising from Your failure to comply with the above requirements.
Proctorio may disable Your username and password, API key and secret, or consumer key and secret in Proctorio’s sole discretion without notice or explanation.

3. 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 posted via the Services and we cannot take responsibility for such Content. Your use or reliance on any Content or materials posted on the Services is at your own risk.
We do not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted on the Services or any opinions expressed therein. You understand that by using the Services, You may be exposed to Content that is offensive, harmful, inaccurate, or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Proctorio be liable for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available through the Services.
4. Your Rights and Obligations
By submitting, posting, or displaying Content on or through the Services You grant us a worldwide, non-exclusive, royalty-free license to use, sublicense, transmit, display, and distribute such Content to Your Institution.
Proctorio is not responsible or liable for any use of Your Content by Your Institution in accordance with these Terms. 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.
If You have entered into a SaaS Agreement with us, You may permit Your employees, agents, or contractors ("Customer’s Users") or Your Student Users (together with Customer’s Users, "Authorized End Users") to use the Application Service, if Authorized End Users are subject to an enforceable agreement, providing the same or greater protections for our Confidential Information and Application IP as found in these Terms, the SaaS Agreement, and/or the Privacy Policy. "Confidential Information" includes, but is not limited to, any and all written or oral information concerning the SaaS Agreement You may enter into with us, pricing and financial information, performance requirements, proposals, and Application Documentation.
You may not mandate Authorized End Users use the Application Service.
You will notify Authorized End Users that they are subject to other educational institution’s terms and conditions, policies, and other obligations if the Authorized End Users use another educational institution’s testing center.
At your expense, You will assist Proctorio with access to, and use of, its facilities, equipment, and personnel, as Proctorio may need to perform its obligations under an applicable SaaS Agreement.
5. Your License to Use the Services
Some of our Services may require you to install a browser extension.
You will not, nor will you permit any Authorized End User to: (i) copy or duplicate any of the Application Service, text, and/or graphical documentation describing the Application Service’s functionality ("Application Documentation") provided through a release, update, or upgrade, and all related intellectual property provided to You (collectively, "Application IP"); (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of any of the Application IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Application IP, and You acknowledge that nothing in these Terms or in the SaaS Agreement will be construed to grant You any right to obtain or use such source code; (iii) modify, alter, tamper with, or repair any of the Application IP, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with Proctorio’s prior written consent; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Application IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Application IP; or (vi) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Your rights under the SaaS Agreement and these Terms. You will not use any of the Application IP or Services except in compliance with these Terms and the SaaS Agreement, including without limitation complying with Service Level Performance Standards. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we'll make that license available to you and the provisions of that license may expressly override some of these Terms. Your use of the Application IP or Services must comply with all applicable laws, statutes, regulations, or rules.

6. Proctorio Rights and Obligations
Proctorio and its licensors retain all right, title and interest in, to, and under the Services, Application IP, and their components and any data Proctorio provides through the Services or Application Service. You acknowledge that You neither own nor acquire any additional rights in and to the foregoing that these Terms and/or the SaaS Agreement do not expressly grant.
The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives You a right to use the Proctorio name or any of the Proctorio trademarks, logos, domain names, and other distinctive brand features.

7. Feedback
Proctorio shall exclusively own all communications, comments, questions, suggestions, or related materials which are transmitted to Proctorio, by any means, suggesting or recommending changes to the Application IP, including, new features or functionality (collectively, "Feedback"). You hereby assign all right, title, and interest in, to, and under the Feedback and agree to provide us assistance to document, perfect, and maintain our rights in the Feedback. We may use, without any restrictions, attribution, or compensation to You, any ideas, know-how, concepts, techniques, and all applicable intellectual property rights relating to the Feedback, whether or not patentable, for any purpose whatsoever. You agree and understand that we are not obligated to use, display, reproduce, or distribute anything in the Feedback.

8. Proctorio Minimum System Requirements.
Proctorio offers a flexible service, which may include recording of video, audio, and/or screen activity. The system requirements are dependent on the exam settings.
More information can be found at here.

9. Restrictions on Use of Services
We have the right, but not the obligation, at all times to remove or refuse to distribute any Content on the Services, to suspend or terminate users, and to reclaim usernames without liability to You. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe 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 Proctorio, its users, its clients, and the public.
While accessing or using the Services You shall not: (i) access, tamper with, or use non-public areas of the Services, Proctorio’s computer systems, or the technical delivery systems of Proctorio’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 (and only pursuant to those terms and conditions), unless You have been specifically allowed to do so in a separate agreement with Proctorio; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive, or false source-identifying 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.

10. Copyright Policy
Proctorio respects the intellectual property rights of others and expect You to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If You believe Your Content has been infringed, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) Your contact information, including Your address, telephone number, and email; (v) a statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that You are authorized to act on behalf of the copyright owner.
We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to You. Proctorio will also terminate a user’s account if the user is determined to be a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement appearing on the Services is:
Proctor.io Incorporated
6840 E. Indian School Road
Scottsdale, Arizona 85251
Email: hello@proctorio.com

11. Ending these Terms
The Terms will continue to apply until terminated by either You or Proctorio, pursuant to the following provisions, unless You are otherwise subject to certain termination provisions arising from a SaaS Agreement with Proctorio.
You may terminate Your agreement with Proctorio at any time for any reason, without notifying us, by discontinuing Your use of the Services, unless otherwise provided in a SaaS Agreement. If You stop using the Services Your accounts may be deactivated due to prolonged inactivity under Proctorio’s sole discretion.
We may suspend or terminate Your account or cease providing You or Your authorized user with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) You have violated these Terms; (ii) You create risk or possible legal exposure for us; or (iii) it is no longer commercially viable to provide Services to You. We will make reasonable efforts to notify You by the email address associated with Your account or the next time You attempt to access Your account.
In all such cases, the Terms shall terminate, including, without limitation, Your license to use the Services, except that the following sections shall continue to apply: 3, 4, 6, 8, 10, 11, 14.
Nothing in this section shall affect Proctorio’s rights to change, limit or stop the provision of the Services without prior notice, as provided above in Section 1.

12. Indemnification
If You entered into a SaaS Agreement with Proctorio, Proctorio agrees to indemnify, defend, and hold You harmless from and against any and all losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from any third party claim that the Application Service and/or the Application Documentation infringes such third party’s U.S. patents issued as of the Effective Date or infringes or misappropriates, as applicable, such third party’s copyrights or trade secret rights under applicable laws of any jurisdiction, provided You promptly notify Proctorio in writing of the claim, cooperate with Proctorio, and allow Proctorio sole authority to control the defense and settlement of such claim. You agree to permit Proctorio, at Proctorio’s sole discretion, to enable You to continue to use the Application Service or the Application Documentation, or to modify or replace any such infringing material to make it non-infringing. If none of these alternatives is available, You shall, upon Proctorio’s written request, cease use of, and, if applicable, return, materials subject to the infringement claim. This provision shall not apply if the alleged infringement arises from any: (i) modification of the Application IP; (ii) combination, operation, or use of the Application IP with other non-Proctorio provided software, hardware or technology; (iii) use of a superseded or altered release of any of the Application IP, if You failed to use a then-current release of the Application IP we provided to you; (iv) Customer Content; or (v) Third Party Products (any of the foregoing circumstances under clauses (i), (ii), (iii), or (iv) a "Customer Indemnity Responsibility"). THIS IS PROCTORIO’S ENTIRE OBLIGATION AND LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION CLAIMS, AND PROCTORIO’S LIABILITY UNDER THIS SECTION SHALL NOT EXCEED PROCTORIO’S LIMITATIONS OF LIABILITY.
To the extent allowable by law You agree to hold harmless, indemnify, and, at Proctorio’s option, defend Proctorio from and against any losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from: (i) Your or any Authorized End User’s negligence or willful misconduct; (ii) Your or any Authorized End User’s unauthorized use of the Application IP; or (iii) a Customer Indemnity Responsibility, provided that You will not settle any third-party claim against Proctorio without Proctorio’s consent.

13. Disclaimers and Limitations of Liability
This section limits the liability of Proctorio and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the "Proctorio Entities"). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to You. Nothing in this section is intended to limit any rights You may have which may not be lawfully limited.

A. THE SERVICES ARE AVAILABLE "AS-IS"
You access and use the Services and Content at Your own risk. You understand and agree that Proctorio provides these Services and Content to You on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE PROCTORIO ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
The Proctorio Entities make no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security, or reliability of the Services or Content; (ii) any harm to Your computer system, loss of data, or other harm that results from Your access to or use of the Services or Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services or Content 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 the Proctorio Entities or through the Services or Content, will create any warranty not expressly made herein.

B. LINKS
The Services may contain links to third-party websites or resources. You acknowledge and agree that the Proctorio Entities 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 the Proctorio Entities 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.

C. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROCTORIO ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (i) YOUR ACCESS TO,USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES OR CONTENT; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE PROCTORIO ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR, FOR AN INSTITUTION THE AMOUNT YOU PAID PROCTORIO, IN THE PAST TWELVE MONTHS.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE PROCTORIO ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14. General Terms
A. ENGLISH LANGUAGE
In case of conflict, the English language version of any agreement or notice shall control.
B. U.S. GOVERNMENT END-USERS
Each of the Application Documentation and the software components constituting the Application Service is a "commercial item" as defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Application Service and the Application Documentation with only those rights set forth therein.
C. NOTICES
All notices required under an applicable SaaS Agreement shall be in writing, in English, and sent by certified mail or email; to the address provided on the SaaS Agreement, and to Proctorio at:
If you use our services in the United States:

Proctorio, Incorporated
6840 E. Indian School
Scottsdale, Arizona 85251
Email: hello@proctorio.com

If you use our services anywhere else:

Proctorio d.o.o.
Cincar Jankova 3
Stari Grad
11000 Beograd, Serbia
Email: hello@proctorio.com
D. ASSIGNMENT; DELEGATION
If You entered into a SaaS Agreement with Proctorio, You may not assign any of Your rights or duties under the SaaS Agreement, without Proctorio’s prior written consent. Proctorio may assign any SaaS Agreement, without consent, if there is a merger, sale, transfer, or other disposition of all or most of its stock or assets.
E. PROCTORIO TESTING CENTER MEMBERSHIP
If You entered into a SaaS Agreement with Proctorio, You agree to participate in any testing center program that Proctorio may require. Our current testing center program allows any educational institution’s Authorized End User to travel to any other Proctorio-participating institution and utilize that location’s testing center space (the "Proctorio Testing Center Program"). As a result, You must provide Your testing center facilities to an Authorized End User who received access to Proctorio’s services from another educational institution, without charge. You agree to comply with all policies and procedures: (i) we specify from time to time relating to Authorized End Users who wish to utilize Proctorio’s services from multiple institutions; and (ii) we may specify for the Proctorio Testing Center program.
F. PAYMENT
To the extent the Services or any portion thereof is made available for any fee or through a subscription, your access will be granted following payment of the applicable fees to Company. Your account and access to the Services may be suspended in the event of non-payment of applicable fees.
You represent and warrant to Company that such payment information is true and that you are authorized to use the payment instrument. For recurring subscriptions, you will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.
G. FORCE MAJEURE
Except for Payment, if You are prevented or delayed in performing Your obligations by circumstances beyond Your reasonable control, including, war, riot, fires, floods, epidemics, or failure of public utilities or public transportation systems, the failure or delay is not a material breach of the applicable SaaS Agreement, but the obligation will remain in full force and effect, and will be performed as soon as reasonably practicable after the termination of the relevant circumstances causing such delay, but if You are prevented from performing for more than ninety (90) days, the other Party may terminate the SaaS Agreement upon thirty (30) days’ written notice.
H. ADVERTISING
If You entered into a SaaS Agreement with Proctorio, and gave prior written consent, we may reference and use Your name and trademarks, and disclose Proctorio’s services for business development and marketing efforts, including on our website. Proctorio will not use any Customer Content to advertise or market to students or their parents. Proctorio may use de-identified data for advertising or marketing to schools.
I. INDEPENDENT CONTRACTORS
You and Proctorio will, at all times, act as independent contractors, and nothing contained in these Terms, or any other agreement, will be construed or implied to create an agency, partnership, or employer and employee relationship.
J. WAIVER AND SEVERABILITY
The failure of Proctorio to enforce any right or provision of these Terms, or any other applicable agreement, will not be deemed a waiver of such right or provision. If any provision of these Terms, or any other applicable agreement, is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
K. CONTROLLING LAW AND JURISDICTION
These Terms, any action related thereto, and all other agreements between You and Proctorio, unless otherwise stated, will be governed by Delaware State Law without regard to or application of its conflict of law provisions or Your state or country of residence. All claims, legal proceedings, or litigation arising in connection with the Services will be brought solely in the federal or state courts located in Maricopa County, Arizona, United States, and You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
If You are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses, then those clauses do not apply to You. For such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Delaware (excluding choice of law).
L. ENTIRE AGREEMENT
These Terms and our Privacy Policy are the entire and exclusive agreement between Proctorio and You regarding the Services (excluding any services for which You have an additional agreement with Proctorio), and these Terms supersede and replace any prior agreements between Proctorio and You regarding the Services. Other than members of the group of companies of which Proctorio is the parent, no other person or company will be third party beneficiaries to the Terms.
We may revise these Terms from time to time, the most current version will always be at proctorio.com/terms. By continuing to access or use the Services after those revisions become effective, You agree to be bound by the revised Terms. Any amendment to a SaaS Agreement, however, must be in writing made by the Parties, or their authorized representatives.