These Terms of Service ("TOS" or "Terms") apply to you if:

• you are an institution, university, college, school, or organization (each, an "Institution");
• you are an authorized Institution administrator, professor, test sponsor, employee, agent or contractor of an Institution (each, an "Institution User"); or
• you are an authorized individual, customer, or test taker end user (each, an "End User").

For purposes of these Terms, "You" refers to an Institution, Institution User, or End User, in whatever manner applicable to you.

These Terms govern Your access to and use of the services, including our (referred to as "Proctorio" or "We") various websites, SMS, APIs, email notifications, documentation, software, licenses or applications, including the SaaS Agreement technology/application software (the "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, the "Content"). Your access to and use of the Services is conditioned on Your acceptance of and compliance with these Terms, as revised by Proctorio from time to time in its sole and exclusive discretion. The most current version of the Terms will always be at proctorio.com/policies. By continuing to access or use the Services after any revisions to the Terms become effective, You agree to be bound by the revised Terms as published.

If You have entered into a SaaS Agreement, in the event of a conflict between these Terms and those contained in the SaaS Agreement, the terms of the SaaS Agreement shall prevail.

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 applicable law. 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 User. In addition, Proctorio may stop (permanently or temporarily) providing Services (or any features within the Services) to an Institution User or an End User and/or may create limits on use at Proctorio's sole discretion without providing prior notice. To ensure Institution is aware of all updates to the Services, please periodically check for updates on GitHub at github.com/proctorio/policies.

2. Restricted Access.

If Proctorio provides You with a username and password, API key, secret key, or consumer key (each referred to herein as a "Key") to grant You access to restricted areas of its website, Content, or Services, You must ensure that these credentials are kept confidential and secure. Proctorio is not liable for any loss or damage arising from Your failure to comply with the above requirements.

If Proctorio determines Your Key has been or is suspected to have been compromised, Proctorio reserves the right to revoke Your Key. In the event Your Key is revoked, Proctorio will make best use reasonable efforts to inform You, after which You will need to visit Your Institution's dashboard to have a new Key issued.

Proctorio may also disable an Institution User or an End User's access, when Your account has been or is suspected to have been compromised, or for other reasons in Proctorio's sole discretion without notice or explanation.

4. Your Rights and Obligations.

By submitting, posting, or displaying assessment Content on or through the Services You grant us a worldwide, non-exclusive, royalty-free license to use, sublicense, transmit, display, and distribute such assessment Content to designated members of Your Institution and those designated End Users. The data We collect is dependent on the Proctorio settings Institution or Institution User enables on each assessment, evaluation, or an assignment. You can learn more about the Information we may collect and why within Proctorio's comprehensive Privacy Policy at proctorio.com/privacy.

Proctorio is not 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.

If Institution has entered into a SaaS Agreement with Proctorio, Institution may permit Institution Users and End Users together "Authorized Users" to use the Application Service, if Authorized Users are subject to an enforceable agreement, providing the same or greater protections for Proctorio's Confidential Information and Application IP as found in these Terms, the SaaS Agreement, the Acceptable Use Policy and 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, Application Documentation, Content, and Personally Identifiable Information.

Proctorio is committed to the ethical use of Proctorio's Application Service by the Institution and Authorized Users. End Users (Institution-approved representatives and test takers) are required to comply with the Acceptable Use Policy (AUP) before utilizing the Services.

At Institution's expense, Institution will assist Proctorio with access to, and use of, its facilities, equipment, and personnel, as Proctorio may need to perform Its obligations and enforce the obligations of the Authorized Users under an applicable SaaS Agreement and these Terms of Service.

Proctorio ensures its AI systems are fair, transparent, and secure, with clear user guidance and feedback mechanisms. Users or anyone affected by the AI models or algorithms can submit their concerns at [email protected].

5. Your License to Use the Services.

Some of Proctorio's Services may require you to install a browser extension.

You will not, nor will you permit any Authorized 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, compiled code, and/or language packs 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, compiled code, and/or language packs 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 Agreement. 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.

Learn more about where and how exam recordings are stored within Proctorio's comprehensive Privacy Policy.

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 and all related documentation; including, but not limited to, Institution SaaS contract terms, RFP responses, Proctorio-issued communications via public or private channels, user guides, Proctorio Academy, training materials, training videos (hosted by Proctorio, on Youtube or any other video platform), and help center content are protected by intellectual property, copyright, trademark, and other such applicable laws of the jurisdictions in which the Services are being used. 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 and Violation Reporting.

Proctorio shall exclusively own all product feedback and any related communications, comments, or questions 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.

Please report any incidents of potential violations or unethical behavior as set forth in our Whistleblower Policy, available on GitHub at github.com/proctorio/policies.

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 proctorio.com/support/requirements.

9. Identity Verification Disclosures.

Proctorio uses a third-party sub-processor to conduct identity verification of test takers. When conducting identity verification, and with test takers’ explicit consent, Proctorio provides the sub-processor with test takers’ credit cards, identity documents, and/or biometric data (“Underlying Data”) solely to verify identity of test takers. As soon as the sub-processor verifies identity, Proctorio initiates a redaction sequence from the sub-processor who then immediately redacts all Underlying Data. At no time does Proctorio retain or store any Underlying Data.

10. Restrictions on Use of Services.

Proctorio has 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 without liability to You if we reasonably determine that the Content or users materially violated these Terms. Subject to applicable laws and the terms of Proctorio's Privacy Policy, 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 Proctorio's 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 written communication, 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.

Proctorio’s Services are not considered an Automated Decision Tool (“ADT”). An ADT is an artificial intelligence system or service that makes a consequential decision, or is a substantial factor in making consequential decisions. The Services do not autonomously make or recommend critical decisions based on algorithmic processes. Instead, the Services serve as an analytical or support tool, requiring human input and oversight for any significant actions. You agree that you will not use the Services to automate any decisions.

11. Copyright Policy.

Proctorio respects the intellectual property rights of others and expects You to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to Proctorio. If You believe Your Content has been infringed, please provide Proctorio 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 Proctorio 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 Proctorio's sole discretion, and without liability to You. Proctorio will also terminate an Authorized User's account if the user is determined to be a repeat infringer.

If you suspect Content to infringe upon the proprietary rights of others, please contact Proctorio's designated copyright agent found on dmca.copyright.gov/osp.

12. 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.

An Authorized User may terminate Authorized User's agreement with Proctorio at any time for any reason, without notifying us, by discontinuing Authorized User's use of the Services, unless otherwise provided in a SaaS Agreement. If Authorized User stops using the Services, Authorized User's accounts may be deactivated due to prolonged inactivity and in Proctorio's sole discretion.

We may suspend or terminate Authorized User's account or cease providing 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) Authorized User has violated these Terms; (ii) Authorized User creates risk or possible legal exposure for Proctorio; or (iii) it is no longer commercially viable to provide Services to Authorized User. We will make reasonable efforts to notify Authorized User by the email address associated with Authorized User's account or the next time Authorized User attempts to access Authorized User's account.

In all such cases, the Terms shall terminate, including, without limitation, Authorized User license to use the Services, except that the following sections of these Terms of Service shall continue to apply: Sections 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.

13. 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 (a) 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; provided however Proctorio shall not admit fault or liability on Your part without Your prior written consent; (b) any claim that Proctorio failed to comply with applicable law, or violated confidentiality obligations in a SaaS Agreement; (c) Proctorio's gross negligence or willful misconduct. In the event of a claim under (a), in addition to Proctorio's indemnification obligations, 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), or (v) an "Indemnity Exclusion"). 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 User's negligence or willful misconduct; (ii) Your or any Authorized User's unauthorized use of the Application IP; (iii) third-party claims arising from Your alleged violations of law; or (iv) a an Indemnity Exclusion, provided Proctorio promptly notifies You in writing of the claim, cooperates with You, and allows You sole authority to control the defense and settlement of such claim; provided however You will not settle any third-party claim against Proctorio without Proctorio's consent.

14. K-12 Institutions.

We recognize that certain privacy protections apply specifically to minors, and accordingly have implemented additional privacy and security protections in place for minor users. If you are accessing and using the Services as a representative of a K-12 Institution, as a parent of a child attending a K-12 Institution (collectively, "Minor Representative"), or as the minor child who has been given parental permission by a parent, the following terms will also apply to you.

A. Student Users. Minor students agree that they have obtained consent from a parent/legal guardian for their use of the Site and Services in connection with educational uses. By using the Site and Services, if you are a minor, you represent that you have obtained consent from your parent/legal guardian who has read and agrees to this Agreement on your behalf. If you do not obtain such consent, then you are not authorized to use the Site or the Services.

B. Parents and Guardians. As a parent or guardian, you represent and warrant that you are over the age of majority; that you are entering into this Agreement on your behalf and on the behalf of your minor student, and that you have authority to bind you and your minor students to the terms herein. You acknowledge and agree that minor students cannot use the Site and Services without a parent/legal guardian first accepting this Agreement on their behalf. To the extent your minor student needs to set up an account, you, as the parent or guardian are responsible for doing so, and are responsible for both all information provided in setting up that account, and all actions taken by the minor student using that account.

C. Collection of Student Information. Proctorio's Services only collect the personal information from K-12 students that is needed for the operation and management of the Services, and only where the educational institution has contracted with Proctorio to do so. We first require that the educational institution (i) obtain the consent of parents/legal guardians prior to collecting such information or (ii) consent on their behalf. Further information concerning how K-12 student information is handled can be found in Proctorio's Privacy Policy.

15. 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") and You. 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"

Except as otherwise stated in these Terms or a SaaS Agreement, You access and use the Services and Content at Your own risk. Except as otherwise stated in these Terms or a SaaS Agreement, 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, and except as otherwise stated in these Terms or a SaaS Agreement, THE PROCTORIO ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Except as otherwise stated in these Terms or a SaaS Agreement, 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, YOU AND 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.

EXCEPT FOR INDEMNIFICATION OBLIGATIONS AS STATED IN THESE TERMS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF AUTHORIZED USERS OR THE PROCTORIO ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR, FOR AN INSTITUTION THE AMOUNT INSTITUTION PAID TO 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.

16. General Terms.

A. English Language.

In case of conflict, the English language version of any agreement or notice shall control.

B. U.S. Government Institution Representatives and Test Takers.

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. - U.S.

All notices required under an applicable U.S. SaaS Agreement shall be in writing and sent by certified mail or email; to the address provided on the SaaS Agreement, and to Proctorio, Inc. at:

Proctor.io, Inc.
7340 E Main St.,
Suite 203
Scottsdale, AZ 85251
Email: [email protected]

C. Notices. - Other

All notices required under an applicable SaaS Agreement shall be in writing and sent by certified mail or email; to the address provided on the SaaS Agreement, and to Proctorio GmbH at:

Proctorio GmbH
Lindleystraße 8A 60314
Frankfurt am Main, Germany
Email: [email protected]

D. Assignment; Delegation.

If You entered into a SaaS Agreement with Proctorio, You may assign Your rights and duties under the SaaS Agreement, with thirty days prior written notice to Proctorio. Proctorio may assign any SaaS Agreement, without consent, in the event of a change of control event. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

E. Payment; Refunds; License Subscription Option.

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. If You are using a payment instrument held in the name of a third party, you agree to communicate Proctorio's policy on payments and refunds set forth in this Section 15(E) to such third party. 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.

If your access to the Services is not under an Institution SaaS contract, your payments are due under the a pay as you go, End User-pay model. This means that You are invoiced by the Company based on the then-stated fees associated with such usage. When you create your account, you will have three payment options: (1) put a card on file with the Company, (2) accept monthly invoices, or (3) End User-pay per usage. Option (2) is only available if you complete an addendum document with the Company.

In the event an Institution's payment method stops working for any reason, the Institution's payment method will automatically revert to End User-pay, meaning the End User will become directly financially responsible for their access to the Services. In that circumstance, Institution understands and agrees that it shall be solely and completely responsible for any and all requests from End Users for refunds. Institution further agrees 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 any claims from any End User resulting from any failure of Institution's payment method with Proctorio for the Services.

All payments are nonrefundable. In certain circumstances, we may provide a refund to an End User who purchases the Services directly from Proctorio who can demonstrate that they no longer require the Services because they either (1) dropped the program which required use of the Services, or (2) are no longer enrolled in an Institution. Should You believe you are entitled to a refund because either of these circumstances apply to You, please contact our support team within 90 days at [email protected].

If You see a charge on a card or bank statement for a purchase from Proctorio that You did not make, please first check with your family and friends to see if they made the purchase. Once You've confirmed that the charge was not made by anyone You know, please report the charge to our support team at [email protected] within 90 days of the transaction.

When You purchase Services, a receipt is automatically sent to your email, and the charge will appear on your credit card statement as "Proctorio."

If You dispute a charge, Proctorio will provide evidence to the payment processor, including a copy of the agreement You accepted before completing the purchase. This agreement includes your signature, which may be either typed or drawn on the screen.

Charge disputes often occur when a cardholder does not recognize a transaction. If the dispute is due to unauthorized use, such as a stolen credit card, the chargeback may be valid. However, disputes initiated to avoid payment will be contested by Proctorio with supporting evidence.

To prevent unnecessary disputes, we encourage You to review your purchase details and contact our support team with any questions before initiating a chargeback.

The amount and the decision to provide a refund will be made by Proctorio in its sole and absolute discretion. If You receive a refund for any reason, Proctorio reserves the right to terminate Your access to the relevant Services.

Proctorio may suspend or cancel payment or refuse a refund request if we find evidence of fraud, abuse, or unlawful or other manipulative behavior.

Lifetime Subscription is intended for use by a single person and remains valid as long as that person continues to attend the same Institution and uses the same integration provided by that Institution. For purposes of example only, if a student attends an Institution that utilizes Canvas as its system integration, and that student purchases a Lifetime Subscription, the Subscription shall remain valid for so long as the student is enrolled at the institution and continues accessing Canvas through the Institution's integration. However, if the student transfers to another school or the Institution replaces Canvas with a different integration, the Lifetime Subscription shall no longer be valid.

F. Advertising.

If You entered into a SaaS Agreement with Proctorio, and gave prior written consent, we may reference and use Your name and trademarks (only in a manner consistent with Your brand requirements and such use subject to Your prior review and approval), 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 does not sell or otherwise transfer your data to any third party except as specifically stated in these Terms or Privacy Policy.

G. 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.

H. Waiver and Severability.

The failure of Proctorio or You 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.

I. Governing Law and Venue. - U.S.

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 for injunctive relief and the administration of any arbitration proceedings shall be brought and/or conducted solely in Maricopa County, Arizona. You consent to the jurisdiction and venue of any such proceedings and waive any objection as to an 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).

I. Governing Law and Venue. - Other

These Terms, any action related thereto, and all other agreements between You and Proctorio, unless otherwise stated, will be governed exclusively by German law to the exclusion of the UN Sales Convention. All claims for injunctive relief and the administration of any arbitration proceedings shall be brought and/or conducted solely in the place of business of the Company. You consent to the jurisdiction and venue of any such proceedings and waive any objection as to an inconvenient forum.

J. Dispute Resolution. - U.S.

Any dispute, controversy or claim arising out of or relating to the Services and/or these Terms shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules (including the Optional Rules for Emergency Measures of Protection) of the American Arbitration Association, which shall administer the arbitration in Maricopa County, Arizona. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. A single qualified arbitrator shall be appointed in accordance with the Commercial Arbitration Rules (including the Optional Rules for Emergency Measures for Protection) of the American Arbitration Association. Such qualified arbitrator shall be a member of the Arizona State Bar Association and have at least ten (10) years of experience in resolving corporate disputes related to software technologies. The arbitration award shall be in writing and shall include findings of fact and conclusions of law. Notwithstanding anything to the contrary, this Section shall not prevent a party from seeking a temporary or preliminary injunctive order from a court of competent jurisdiction in cases of irreparable harm.

J. Dispute Resolution. - Other

Any dispute, claim or controversy arising out of or in connection with the Services or these Terms shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the "Rules") by a panel of three arbitrators. Each party to the arbitration proceedings shall select one arbitrator, and those two arbitrators shall select the third arbitrator, all three to be appointed in accordance with the Rules. No award or procedural order made in the arbitration shall be published; however, any arbitration award shall be in writing and shall include findings of fact and conclusions of law. Neither the Emergency Arbitrator Provisions nor the Expedited Procedure Provisions shall apply. All Arbitration proceedings shall be conducted in the English language. Notwithstanding anything to the contrary, this Section shall not prevent a party from seeking a temporary or preliminary injunctive order from a court of competent jurisdiction in cases of irreparable harm.

K. Entire Agreement.

If You entered into a SaaS Agreement with Proctorio, the SaaS Agreement, these Terms, Proctorio's Acceptable Use Policy, and Proctorio's Privacy Policy are the entire and exclusive agreements between Proctorio and You regarding the Services (excluding any services for which You have an additional agreement with Proctorio). In the event of a conflict in the terms and conditions as set forth in these agreements, the following Order of Precedence shall apply: first, the SaaS Agreement; second, these Terms; third, the Privacy Policy; and fourth, the Acceptable Use Policy. Any amendment to a SaaS Agreement must be in writing made by the Parties, or their authorized representatives.

If You are not a party to a SaaS Agreement, these Terms, Proctorio's Privacy Policy, and the Acceptable Use Policy are the entire and exclusive agreement between Proctorio and You regarding the Services, and these Terms supersede and replace any prior agreements between Proctorio and You regarding the Services.

L. No Third Party Beneficiaries.

Other than members of the group of companies of which Proctorio is the parent, no other person or company will be a third party beneficiary to the Terms.

This Acceptable Use Policy (this "AUP") is incorporated into and made a part of the Terms of Service (the "Terms") that govern the use of Proctorio's Services. Capitalized terms used in this AUP that are not otherwise defined have the meanings given in the Terms and in the applicable SaaS Agreement between Proctorio and the Institution ("Your SaaS Agreement"). This AUP applies to and is binding upon all Authorized Users and, unless Your SaaS Agreement provides otherwise, applies to and is binding upon You as an Institution. The terms in this AUP are in addition to Your obligations under the Terms and, if applicable, under Your SaaS Agreement, and the terms in this AUP do not limit, modify, reduce, or eliminate any of Your other obligations. Proctorio reserves the right to investigate any suspected abuse of this AUP.

Please direct all questions and comments about exam and assignment integrity to your Institution. Proctorio does not make any decisions related to exam or assignment integrity. All decisions regarding exam or assignment integrity are the responsibility of the Institution and its authorized representatives, including the use of room scans, which are only enabled at the discretion of the Institution. All Institution-approved representatives should first review all applicable notices, audio, video, screen recordings and images before making any decisions regarding integrity.

This AUP may be changed or modified at any time by posting a revised version on this page and noting the date of last update, at which time any changes become immediately effective. If You wish to be made aware of updates to these Terms, You may check for updates on GitHub. Institutions and their representatives are prohibited from making any negative decisions regarding exam integrity or from imposing any other negative consequence or detriment on an End User based partly or entirely on Proctorio's analysis. Institutions and their representatives must conduct their own independent, non-automated review, and analysis of any relevant data (including any available audio, video, screen recordings, or images that were the subject of Proctorio's analysis or that the Institution otherwise deems relevant) prior to imposing any such negative consequence or detriment.

1. Terms Applicable to All Users

The following terms apply to all users of the Services, including Institutions, Institution Users and End Users (collectively, "You").

You agree to use the Services solely for their intended purpose and in strict compliance with (i) the Terms, Your SaaS Agreement (if applicable), and this AUP, (ii) all applicable laws, rules, and regulations, and (iii) all policies, procedures, and requirements of the Institution through which You are accessing the Services. You agree to pay for all royalties, fees, and other payments owed to any party by reason of Your submitting, posting, or displaying any Content that is owned or controlled by third parties. In addition, in Your use of the Services, You further agree that You will not, directly or indirectly:

• use the Services for any purpose other than for using the features Proctorio intentionally makes available to You;
• use the Services to stalk, threaten, harass, harm, or bully others;
• use the Services to harm, exploit, or abuse minors in any way;
• use the Services to support activity that constitutes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
• use the Services to support activity that allows computer hardware or software to be interrupted, destroyed, or functionally limited as a result of software viruses or any other computer code, files, or programs;
• post or transmit any worms, viruses, or other harmful, disruptive, or destructive files, code, or programs to the Services;
• use the Services to support activity that allows You to modify, adapt, hack or otherwise attempt to gain unauthorized access to the Services or servers, networks, systems, or other devices connected to the Services;
• use the Services to support activity that would constitute a violation of applicable local, state, national, or international law, including any data privacy or export or import control laws;
• provide false Personal Information or create an account for anyone other than Yourself without permission;
• improperly label or otherwise abuse the use of identifiers given to You for purposes of administering, facilitating, or taking an assessment, evaluation, or assignment;
• create another account without Proctorio's permission, if Proctorio has disabled Your account;
• share Your password, let anyone else access Your account, or do anything else that might jeopardize the security of Your account;
• assign or transfer Your account or log-in information to anyone;
• impersonate or misrepresent any person or entity or Your affiliation with any individual, entity or institution;
• use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use of the Services;
• use web crawlers, web robots, web scutters, ants, automatic indexers, bots, worms, and other such devices in connection with the Services;
• obtain or attempt to obtain any Content through any means not intentionally made available or provided for through the Services; or
• facilitate gambling, gaming, raffles, lotteries, sweepstakes, or any other activity featuring the award of a prize.

To the extent You are permitted to submit, post, or display Content through the Services, You represent, warrant, and agree that You will not, directly or indirectly:

• submit, post, or display any Content that is threatening, abusive, harassing, harmful, violent, tortious, defamatory, libelous, invasive of another's privacy, profane, discriminatory, offensive (including hate speech), intimidating, disruptive, or otherwise objectionable;
• submit, post, or display any Content that is false, misleading, unlawful, infringing, threatening, abusive, harassing, libelous, defamatory, discriminatory, obscene, offensive, inflammatory, scandalous, pornographic, or profane or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate the law;
• submit, post, or display Content that misappropriates a trade secret or that violates or infringes the intellectual property rights and other proprietary rights of third parties, including privacy and publicity rights; or
• transmit, submit, or post material that is otherwise offensive or inappropriate.

Proctorio also reserves sole discretion to decide whether any of Your Content is appropriate and complies with this AUP.

2. Terms Applicable to Institution Users.

The following terms apply to Institution Users who are responsible for administering assessments, evaluations, or assignments that will be accessed by End Users using the Services, including but not limited to such Institution Users who design such assessments, evaluations, or assignments, establish procedures and protocols for the conducting of such assessments, evaluations, or assignments, proctor such assessments, evaluations, or assignments, or review and resolve issues arising from such assessments, evaluations, or assignments.

In addition to all other terms applicable to Institution Users under this AUP, to the extent applicable to Institution User role and responsibilities, Institution User agrees to administer all assessments, evaluations, or assignments that are accessed using the Services in a manner that (i) complies with all policies, procedures, and requirements of the Institution through which the End Users are provided access to the Services and (ii) is reasonable and fair under the circumstances. Institution User represents and warrants that Institution User has completed all training reasonably required to perform such duties in a manner consistent with the policies, procedures, and requirements of Institution User's Institution and in compliance with this AUP. Prior to performing such duties, Institution User agrees to review Proctorio's exam administrator training modules (https://proctorio.academy).

In Institution User's use of the Services, Institution User further agree that Institution User will not, directly or indirectly:

• administer assessments, evaluations, or assignments in a manner that violates the policies, procedures, and requirements established by the applicable Institution;
• utilize the tools made available through the Services in an unnecessarily intrusive manner (e.g., by conducting excessive desk or room scans);
• condition the use of the Service by End Users on the purchase of additional software or services, unless expressly required by the applicable Institution;
• access exam recordings or other data collected through the Services that identifies End Users for any reason unrelated to the administration of assessments, evaluations, or assignments or in violation of the applicable Institution's policies, procedures, and requirements;
• circumvent digital rights management (DRM) protections on the exam recordings, including but not limited to downloading or attempting to download the recordings when not authorized to do so;
• communicate with or attempt to communicate with End Users for any purpose unrelated to the administration of assessments, evaluations, or assignments;
• share Your password, let anyone else access Your account, or do anything else that might jeopardize the security of Your account;
• allow multiple users to access Your account;
• assign or transfer Your account or log-in information to anyone;
• use a license for more than one integration, or reuse licenses; or
• improperly label Your integrations as for development, testing, or beta when You are using the Application Service to administer assessments, evaluations, or assignment.

3. Terms Applicable to End Users.

The following terms apply to End Users (Test Takers).

In addition to all of the other terms applicable to End Users under this AUP, End User agrees to use the Application Service to complete End User's assessments, evaluations, or assignments in a manner that complies with all policies, procedures, and requirements of the Institution through which End User is accessing the Services. Prior to using the Services for such purposes, End User agrees to complete all training modules recommended or required by End User's Institution relating to the use of the Services.

In End User's use of the Services, unless expressly permitted by an authorized representative of End User's Institution, End User further agrees that End User will not, directly or indirectly:

• utilize or access any unpermitted study aid or information while taking an assessment, evaluation, or assignment;
• permit any other person to take an assessment, evaluation, or assignment on End User's behalf unless expressly permitted by the Institution conducting such assessment, evaluation, or assignment;
• impersonate another end user or take an assessment, evaluation, or assignment by utilizing the credentials of another end user;
• share Your password, let anyone else access Your account, or do anything else that might jeopardize the security of Your account;
• assign or transfer Your account or log-in information to anyone;
• take any screen-shot, screen-grab, photograph, screen recording, or video recording of any assessment, evaluation, or assignment, or make any other note or record of any question or answer on any assessment, evaluation, or assessment;
• share any screen-shot, screen-grab, photograph, screen recording, or video recording, of any assessment, evaluation, or assignment, or any other note or record of any question or answer on any assessment, evaluation, or assessment, with any other individual or third-party;
• post, upload, transmit, send, or exchange any screen-shot, screen-grab, photograph, screen recording, or video recording, of any assessment, evaluation, or assignment, or any other note or record of any question or answer on any assessment, evaluation, or assessment, on any third-party website or application;
• access the Services to alter or manipulate the results of any assessment, evaluation, or assignment; or
• access exam recordings or other data collected through the Services that identifies other end users.

4. Terms Applicable to Institutions.

The following terms apply to Institutions.

In addition to all other terms applicable to Institution under this AUP (but subject to any different terms in Your SaaS Agreement), Institution agrees to establish, implement, maintain, and enforce policies, procedures, and requirements designed to ensure that the Use of the Services by Authorized Users who receive access to the Services through Institution comply with all applicable laws, rules, and regulations, and the Institution's policies and procedures. Such policies and procedures shall, at minimum: (i) permit assessment environments that are flexible and provide reasonable accommodation for End Users with varying abilities, (ii) permit assessment procedures that provide reasonable accommodations for the religious practices of Authorized Users, (iii) establish reasonable test-taker identification processes that minimize the disclosure of Personal Information, (iv) establish reasonable processes that limit access to exam recordings and other data collected through the Services by role and responsibility, and (v) establish reasonable data retention and destruction policies that comply with all applicable laws, rules, and regulations.

Institution agrees to require all Institution Users who will administer assessments, evaluations, or assignments to undergo regular training relating to the appropriate use of the Services, including proper identification of activities that require further escalation and review. Institution is responsible for maintaining all records of encryption keys.

In Institution's use of the Services, Institution further agree that Institution will not, directly or indirectly:

• knowingly permit Institution Users to access exam recordings or other data collected through the Services that identify End Users for any unpermitted purpose or knowingly retain such exam recordings and data longer than is required by applicable law; or
• knowingly permit Authorized Users to use the Services in violation of this AUP.

5. Users Who Violate the AUP.

Without limiting Proctorio's rights and remedies, Proctorio may, at its sole discretion, disable or terminate the accounts of any Authorized End Users who violate this AUP. In the event that any internal investigation of conduct results in the discovery of facts that indicate the possibility of illegal activity, Proctorio will report such facts to the relevant external regulatory or governmental agencies for independent investigation.

6. Copyright Statement.

Proctorio recognizes and respects the intellectual property rights of End Users. End Users use of the Services results in the sharing of copyrighted information with Proctorio. Proctorio has the right to use this information, in accordance with Fair Use under the Copyright Act of 1976. Proctorio uses the works in a transformative manner, in a context different than the original purpose. These works provide a substantial public benefit through the network of Institution Users.

7. Non-ADT Software Provision.

Proctorio’s Services are not considered an Automated Decision Tool (“ADT”). An ADT is an artificial intelligence system or service that makes a consequential decision, or is a substantial factor in making consequential decisions. The Services do not autonomously make or recommend critical decisions based on algorithmic processes. Instead, the Services serve as an analytical or support tool, requiring human input and oversight for any significant actions. You agree that you will not use the Services to automate any decisions.

Proctorio ("Company") and the Customer on the corresponding Software-as-a-Service Agreement ("SaaS Agreement") agree to abide by this Service Level Agreement (the "SLA"), which hereby incorporates the Terms of Use (which also includes SaaS Terms Definitions), Privacy Policy, and SaaS Agreement.

This SLA is meant to further explain the terms and services provided in the SaaS Agreement, and thus, only apply if the Customer has entered into a SaaS Agreement with the Company. To the extent there are any inconsistencies between this SLA and the SaaS Agreement, the SaaS Agreement shall prevail, and the SLA shall terminate upon the termination of the SaaS Agreement. This SLA also provides clear uptime expectations, articulated resolution response times, as well as remedies available should Proctorio ever fall below expectations. Historically, Proctorio has maintained an uptime of greater than 99.991%, as seen publicly at: https://proctoriostatus.com

1. Definitions

The following terms in this SLA unless otherwise defined in the SaaS Agreement or Terms of Use shall mean:

"System Uptime" – the total amount of time during any calendar month, measured in minutes, during which the Customer has the ability to access the features and functions of the Application Service as herein contemplated.

"Scheduled Downtime" – Normally upgrades do not result in any downtime, and the Company does not normally utilize Scheduled Downtime. However in rare cases the Company might have to utilize scheduled downtime to perform certain upgrades. Scheduled downtime is the total amount of time during the calendar month (not to exceed 2 hours), measured in minutes, during which the Customer is not able to access the Application Service, as hosted by the Company, due to planned system maintenance performed by the Company, as set forth below based on the region selected by the Customer:

For the customer whose data is stored within the America regions, the Company will exercise reasonable efforts to perform scheduled system maintenance between the hours of 01:00 am - 02:00 am UTC-6 (07:00 am - 08:00 am UTC).

For the customer whose data is stored within the EMEA regions, the Company will exercise reasonable efforts to perform scheduled system maintenance between the hours of 01:00 am - 02:00 am UTC+1 (12:00 am - 01:00 am UTC).

For the customer whose data is stored within the APAC regions, the Company will exercise reasonable efforts to perform scheduled system maintenance between the hours of 01:00 am - 02:00 am UTC+7 (05:00 pm - 06:00 pm UTC).

The Company reserves the right to change the aggregated times set forth below, provided that the Company provides at least forty-eight (48) hours' notice before modifying such Scheduled Downtimes.

"Unscheduled Downtime" – the total amount of time, during any calendar month, measured in minutes, during which the Customer is not able to access the features and functions of the Application Service as contemplated in this SLA, other than Scheduled Downtime.

"System Availability": – with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the total time during such month (which includes all minutes in the relevant calendar month, if they are included with this SLA) and thereafter dividing the difference so obtained by the total time such month.

2. Customer Requirements

Minimum System – this SLA is only applicable if the Customer and its Authorized End Users, as applicable, meet the minimum system standards as set forth on https://proctorio.com/support/requirements, which the Company may update with written notice to the Customer.

Additional Customer Obligations – the Customer is responsible for maintenance and management of its computer network(s), servers, software, and maintenance and management of related equipment or services. The Customer is responsible for correctly configuring its systems according to the Company's instructions, if provided, to ensure access to the features and functions of the Application Service. To allow the Company to monitor the Customer's assessment platform (or other applicable platform accessing the Application Service) for system performance pursuant to Section 3, the Customer must also provide the Company with the ability to perform testing from IP address here (https://cdn.proctorio.net/resources/ips-v4.txt) and here (https://cdn.proctorio.net/resources/ips-v6.txt) at regular intervals using a user agent of:

Proctorio-Uptime-Bot/1.0 (+https://proctorio.com/tos)

Reporting of Unscheduled Downtime – the Customers must promptly notify the Company if Unscheduled Downtime occurs. Unscheduled Downtime begins on the earlier of when the Company received accurate notification from the Customer or when the Company first becomes aware of it.

Customer's Non-Performance – Company's obligations in this SLA will be excused if any failures result in whole or in part from the Customer's or its Authorized End Users' failure(s) to meet their obligations.

3. Performance

System Availability – the Company will undertake commercially reasonable measures to ensure that System Availability equals or exceeds 99.7% during each calendar month (the "Service Standard"), provided that any Unscheduled Downtime occurring as a result of (i) the Customer's breach of any provision of these SLA; (ii) non-compliance by the Customer with any provision of this SLA; (iii) incompatibility of the Customer's or Authorized End User's equipment or software with the Application Service; (iv) performance of the Customer's systems or the internet; (v) modifications or updates by third-party manufactures/licensors to systems or software that interact with the Application Service; (vi) a Service Suspension, or (vii) force majeure, as defined in the SaaS Agreement, shall not be considered toward any reduction in System Availability measurements.

Bandwidth Availability – the Company monitors the aggregate packet loss and transmission latency within its LAN and WAN. The Company does not monitor the packet loss or transmission latency of specific customers. After discovering or being notified by the Customer of packet loss in excess of one half percent (0.5%), the Company will use commercially reasonable efforts to determine the source of such excess packet loss or latency and to correct such problem to the extent that the source of the problem is on the Company's network.

Access to Support; Response Times – The Customer may report Unscheduled Downtime at any time ("24x7x365") by contacting the Company at:

via support website:

https://proctorio.com/support

or via email:

[email protected]

The Company will exercise commercially reasonable efforts to initiate remedial activity based on the below listed severity levels:

Priority 1 (Emergency): The Application Services are inoperable or a core function of the Application Services is unavailable.

A disruption of service within the scope of the given contract that prevents continuation of the Customer business productivity or operations. A workaround solution does not exist.

Priority 2 (Critical): A core function of the Application Services are significantly impaired.

Issue has made an important application function or environment unusable and there is significant impact to Customer business productivity or operations. A work around solution does not exist.

Priority 3 (Serious): A core function of the Application Services is impaired, where the impairment does not constitute a serious issue; or a non-core function of the hosted services is significantly impaired.

Issue has diminished the functionality of a critical or important application function or environment, but the application or environment is still usable and there is limited impact to the Customer business productivity or operations.

Priority 4 (Minor): Any impairment of the Application Services not falling into the above categories; and any cosmetic issue affecting the Application Services.

Issue has diminished the functionality or performance of a supported application or supported environment, but there is nearly no impact to the Customer business productivity or operations.

Please note that the below workaround and problem solving time frames may change as the updates may be dependent on the application publishing or a third party.

Service Suspension – the Company may temporarily suspend the Customer's and any Authorized End User's access to any portion of, or all of the Application IP if (i) the Company reasonably determines that, through any automated, manual, active or passive technology application (a) there is a threat or attack on any of the Application IP; (b) the Customer's or any Authorized End User's use of the Application IP disrupts or poses a security risk to the Application IP or any of the Company's customers or vendors; (c) the Customer or any Authorized End User(s) is/are using the Application IP for illegal activities; (d) subject to applicable law, the Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (e) applicable law prohibits the Company's provision of the Application Service to the Customer or any Authorized End User; or (f) the Company's vendor has suspended or terminated the Company's access to or use of any third-party services or products required for the Customer to access the Application IP (each such suspension, is a "Service Suspension"). The Company will make commercially reasonable efforts, including emailing notices to Customer's Company-registered email address, to provide the Customer notice of any Service Suspension and to provide access to updates following any Service Suspension. The Company will use commercially reasonable efforts to provide access to the Application Service as soon as reasonably possible after curing the Service Suspension.

4. System Monitoring

The Company has network monitoring software and other related software tools.

5. Measurement and Reports

The Company will provide monitoring of System Availability on an ongoing basis. All measurements of System Availability will be calculated on a monthly basis for each calendar month during the Term, as set forth in the applicable SaaS Agreement: https://proctoriostatus.com.

6. Remedies

Credit Against Fees - In the event Unscheduled Downtime occurs, the Customer will be entitled to credits against its subsequent payment obligations (as set forth in this SLA) according to the following: The network of computers will have a guaranteed aggregate average uptime of 99.7% over the course of three (3) months. This does not include Scheduled Downtime for maintenance on servers, which will be minimal, as previously stated. This also does not include mass-network problems such as major backbone problems. For every one percent (1%) of Unscheduled Downtime below the Service Standard that the Company experiences during a calendar month, a credit of five percent (5%) of 1/12th of the Customer's annual Fees actually paid by the Customer to the Company without offset, promotional discount, or other similar offer, will be credited to the Customer's account, up to a maximum of fifty percent (50%) of 1/12th of the applicable annual Fees actually paid by the Customer to Proctorio. The Customer must submit full documentation via e-mail to the Company with the credit request. Documentation must show details of proof of downtime. These can be in any manner including pings, trace routes, and third-party outage notifications for the past three (3) months. E-mails without full details are not eligible for a credit.

The Company will not be liable for any lost revenues during downtime. The Customer's rights under this Section 6 are the Customer's sole and exclusive remedy with respect to any Unscheduled Downtime or any failure by the Company to meet the Service Standard required by Section 3.

7. Changes

The Company may change this SLA from time to time. To ensure you are aware of all updates, please check this SLA periodically for updates on https://github.com/proctorio/policies.