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Legal Agreement

Terms of Service

Please read these terms carefully before using our services

Last Updated: October 23, 2026

1. Acceptance of Terms

By accessing or using the Proctly online exam proctoring services ("Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must immediately cease using our Services.

These Terms constitute a legally binding agreement between you ("User," "you," or "your") and Proctly ("Company," "we," "us," or "our"). If you are using the Services on behalf of an educational institution or organization, you represent and warrant that you have the authority to bind that entity to these Terms, and the term "you" shall refer to both you individually and the entity you represent.

2. Description of Services

Proctly provides online exam proctoring services that may include:

  • Multi-screen recording and capture of all connected displays
  • Webcam recording for identity verification and monitoring
  • Audio recording for detecting unauthorized assistance
  • Copy-paste prevention during exam sessions
  • Secure storage and retrieval of proctoring recordings
  • Data download and purge capabilities
  • Integration with learning management systems

The Services are provided as a tool to assist with exam integrity. We do not guarantee the detection of all instances of academic dishonesty, nor do we make any representations regarding the accuracy or completeness of our monitoring. The interpretation and use of proctoring data is solely the responsibility of the institution and its authorized users.

3. User Accounts and Credential Security

3.1 Account Creation

Access to our Services may require account credentials provided by your educational institution or direct registration. You are solely responsible for maintaining the confidentiality and security of your account credentials at all times.

3.2 Account Responsibilities

You agree to:

  • Provide accurate and complete information
  • Keep your login credentials secure, confidential, and not share them with any third party
  • Use strong, unique passwords and change them regularly
  • Notify us immediately of any unauthorized access to your account
  • Accept full responsibility for all activities that occur under your account

3.3 Credential Loss and Unauthorized Access

YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY OF YOUR ACCOUNT CREDENTIALS. Proctly is not responsible or liable for any loss, damage, unauthorized access, data exposure, or any other consequence resulting from:

  • Your failure to maintain the confidentiality of your credentials
  • Sharing your credentials with others, whether intentionally or inadvertently
  • Weak, reused, or compromised passwords
  • Unauthorized access to your account due to your negligence
  • Failure to notify us promptly of any security breach

Any actions taken through your account will be deemed to have been authorized by you, and you shall bear full responsibility for all consequences thereof.

4. Acceptable Use

4.1 Permitted Use

You may use the Services only for legitimate educational purposes, including administering and taking proctored examinations as authorized by your educational institution.

4.2 Prohibited Conduct

You agree NOT to:

  • Attempt to circumvent, disable, or interfere with the proctoring features
  • Use the Services to engage in academic dishonesty or exam fraud
  • Share, distribute, or sell exam content or proctoring recordings
  • Impersonate another person during an exam session
  • Use automated tools, bots, or scripts to interact with the Services
  • Reverse engineer, decompile, or disassemble any part of the Services
  • Attempt to gain unauthorized access to our systems or networks
  • Use the Services for any illegal or unauthorized purpose
  • Interfere with or disrupt the integrity or performance of the Services
  • Use downloaded materials for any purpose other than legitimate educational review

5. Privacy and Data Collection

Your use of the Services is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal information, including proctoring recordings.

By using the Services, you acknowledge and expressly consent to the collection of:

  • Screen recordings from all connected monitors
  • Webcam video recordings
  • Audio recordings from your microphone
  • System and device information, including device fingerprints

6. Downloaded Materials and Data Responsibility

When you or your institution download any materials from our Services, including but not limited to proctoring recordings, screenshots, webcam footage, audio files, reports, or any other data:

  • You assume full and sole responsibility for the security, storage, handling, and protection of all downloaded materials from the moment of download
  • Proctly bears no responsibility or liability whatsoever for any exposure, unauthorized access, data breach, loss, theft, misuse, or any other incident involving materials after they have been downloaded from our platform
  • You are solely responsible for ensuring that all downloaded materials are stored, handled, and disposed of in compliance with all applicable laws, regulations, and institutional policies
  • You agree to implement appropriate security measures for all downloaded data, including but not limited to encryption, access controls, and secure disposal
  • Any legal liability arising from the handling, storage, exposure, or distribution of downloaded materials rests entirely with you

ONCE DATA IS DOWNLOADED FROM OUR PLATFORM, PROCTLY'S RESPONSIBILITY FOR THAT DATA TERMINATES COMPLETELY AND IRREVOCABLY.

Download links are temporary and expire after 6 hours. Files are automatically removed from our servers upon download or expiration. It is your responsibility to download materials within the provided timeframe.

7. Data Retention and Deletion

Proctoring recordings are automatically deleted after 30 days unless your institution requests extended retention. Institutions and authorized users may request early deletion of recordings through our data purge feature.

We reserve the right to delete any data at any time after the standard retention period, without prior notice and without liability of any kind.

8. Intellectual Property

8.1 Our Intellectual Property

The Services, including all software, algorithms, designs, text, graphics, logos, and other content, are owned by Proctly and protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works without our express written permission.

8.2 Your Content

You retain ownership of any content you submit through the Services. By using the Services, you grant us a limited, non-exclusive, royalty-free license to store, process, and transmit your content as necessary to provide the Services.

9. Third-Party Integrations

Our Services may integrate with third-party platforms, including learning management systems (LMS) such as ClassTrack, Moodle, Canvas, and Blackboard. We are not responsible for the functionality, availability, security, or practices of any third-party services. Your use of third-party services is at your own risk and subject to their respective terms and policies.

10. Service Availability

We strive to maintain high availability for our Services. However, we do not guarantee uninterrupted, error-free, or continuous access to the Services. Services may be temporarily unavailable due to maintenance, updates, technical issues, or circumstances beyond our control.

We shall not be liable for any damages, losses, or consequences arising from any interruption, suspension, or unavailability of the Services, including but not limited to missed exams, lost data, or any academic consequences.

11. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

  • IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
  • WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SERVICES OR ANY CONTENT
  • WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
  • WARRANTIES THAT THE SERVICES WILL DETECT ALL INSTANCES OF ACADEMIC DISHONESTY OR MISCONDUCT
  • WARRANTIES REGARDING THE ACCURACY OR RELIABILITY OF ANY PROCTORING DATA, RECORDINGS, OR REPORTS

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROCTLY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR:

  • Any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind
  • Loss of profits, revenue, data, use, goodwill, or other intangible losses
  • Damages arising from your use or inability to use the Services
  • Damages arising from any unauthorized access to or alteration, theft, or destruction of your data
  • Damages arising from any exposure, breach, or misuse of downloaded materials
  • Damages resulting from loss or compromise of your account credentials
  • Damages arising from service interruptions, downtime, or unavailability
  • Damages arising from the actions or inactions of third-party service providers
  • Any academic, professional, or reputational consequences arising from the use of our Services or proctoring data
  • Any decisions made by institutions based on proctoring data or reports

IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES EXCEED THE LESSER OF: (A) THE TOTAL FEES PAID BY YOU (OR YOUR INSTITUTION ON YOUR BEHALF) FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) ONE HUNDRED DOLLARS ($100 USD).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

13. Indemnification

You agree to indemnify, defend, and hold harmless Proctly and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees and court costs) arising from or related to:

  • Your use or misuse of the Services
  • Your violation of these Terms
  • Your violation of any applicable laws, regulations, or third-party rights
  • Your failure to secure your account credentials
  • Any exposure, breach, or mishandling of downloaded materials by you or anyone who accesses such materials through you
  • Any claims by third parties related to your use of the Services
  • Any decisions or actions taken based on proctoring data or reports
  • Any content or data you submit through the Services

14. Assumption of Risk

By using our Services, you expressly acknowledge and agree that:

  • The Internet is inherently insecure and we cannot guarantee the security of data transmitted electronically
  • No proctoring system is infallible, and our Services may not detect all instances of prohibited conduct
  • Technical issues, including but not limited to hardware failures, software bugs, network issues, and browser incompatibilities may affect the operation of the Services
  • You use the Services at your own risk, and you voluntarily assume all risks associated with such use
  • Proctoring recordings and reports are tools to assist decision-making and should not be the sole basis for academic determinations

15. Termination

We may suspend or terminate your access to the Services at any time, with or without cause, and with or without notice, in our sole discretion. Upon termination, your right to use the Services will immediately cease.

We shall not be liable to you or any third party for any termination of your access to the Services. Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnification, assumption of risk, and limitations of liability.

16. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Canada, without regard to its conflict of law provisions. Any disputes arising from or related to these Terms or the Services shall be subject to the exclusive jurisdiction of the courts located in Canada.

You agree to submit to the personal jurisdiction of such courts and waive any objection to the exercise of jurisdiction over you by such courts and to venue in such courts.

17. Dispute Resolution

Before initiating any legal proceeding, you agree to first contact us and attempt to resolve any dispute informally for a period of at least sixty (60) days. If the dispute cannot be resolved informally, you agree that any legal action shall be brought exclusively in the courts specified in Section 16.

YOU AGREE THAT ANY CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE, OR BE FOREVER BARRED.

18. Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to natural disasters, acts of government, war, terrorism, civil unrest, power outages, Internet failures, cyberattacks, pandemics, or any other force majeure event.

19. Changes to Terms

We reserve the right to modify these Terms at any time, in our sole discretion, without prior notice. We will post the updated Terms on our website with a new "Last Updated" date. Your continued use of the Services after any such changes constitutes your binding acceptance of the modified Terms. It is your responsibility to review these Terms periodically.

20. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

21. Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by us.

22. Entire Agreement

These Terms, together with our Privacy Policy and any additional agreements you enter into with Proctly, constitute the entire agreement between you and Proctly regarding the Services and supersede all prior agreements, representations, warranties, and understandings, whether written or oral.

23. Contact Information

For questions about these Terms of Service, please contact us:

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