Terms of service

Effective date: February 16, 2026

These Terms of service, together with any other documents, policies, and terms referred to herein (collectively, the "Terms"), set out the terms and conditions under which you may use the services provided by ProctorEdu Inc. DBA OctoProctor ("we," "us," "our," or "OctoProctor"). This includes www.octoproctor.com (the "Site"), our application and platform (the "App"), whether delivered as a cloud-hosted solution, on-premise deployment, or private cloud installation, or any services offered through or associated with our Site or App (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our Services.

Other applicable terms

These Terms incorporate our Privacy notice, which also applies to your use of the Services. Our Privacy notice sets out the terms on which we collect, process, share, and store any personal data we collect from you, or that you provide to us. We will only use your personal data as set out in our Privacy notice or as permitted by applicable privacy laws.

Information about us

Our Services are owned and operated by ProctorEdu Inc. DBA OctoProctor, a company registered in the U.S., with company registration number (EIN) 86-2366927. Our office is located at 111 Pier Ave STE 100, Hermosa Beach, CA 90254, United States.

Changes to these Terms

We may amend these Terms at any time. We will notify you of material changes by email and/or by posting the updated Terms on our Site. Unless otherwise specified, amendments become effective upon posting. By continuing to use our Services after the effective date, you agree to the amended Terms. If you do not agree to the amendments, you must stop using our Services.

Changes to our Services

We may update, modify, or discontinue features of our Services from time to time to improve functionality, security, or compliance. We will endeavor to provide reasonable advance notice of material changes that significantly affect your use of the Services. However, we do not guarantee that any specific feature or functionality will remain available, and we are not liable for any modifications to the Services made in accordance with this section.

Accessing our Services

Eligibility

Our Services are intended and offered only for lawful use by individuals and organizations who have the legal capacity and authority under applicable law to enter into a contract for such Services. By using the Services, you represent and warrant that you have the legal capacity and authority to enter into a binding agreement to adhere to these Terms.

Our Services may not be used by any individual or entity that is:

• (a) listed on, or owned or controlled by a person listed on, the U.S. Treasury's Office of Foreign Assets Control (OFAC) Specially Designated Nationals list, or any similar sanctions list maintained by the United States, European Union, United Nations, or United Kingdom;
• (b) located in or organized under the laws of a sanctioned country or territory (currently including Crimea, Donetsk, Luhansk regions of Ukraine, Cuba, Iran, North Korea, and Syria);
• or(c) otherwise subject to economic or financial sanctions imposed by the U.S., EU, UN, or UK authorities.
  

You represent and warrant that:

• You and your personnel have not violated any applicable sanctions
• You are not located in any sanctioned jurisdiction or listed on any sanctions list
• You are not owned 50% or more by any sanctioned individuals or entities
  
• You have appropriate systems in place to ensure compliance with all applicable sanctions
  

Our Services are not intended for use by individuals under 18 years of age unless used under the direction and control of a Testing Institution, which is responsible for obtaining verifiable parental consent in accordance with COPPA, GDPR-K, or other applicable laws regarding children's data protection. Testing Institutions using our Services with individuals under 18 years of age represent and warrant that they have obtained all necessary consents and comply with all applicable laws regarding the processing of children's data.

Account registration

To access our Services, you may need to register for an account ("Account"). You agree to provide accurate and complete information when you register and to keep such information accurate and complete during the entire time that you use the Services.

Account security

You are responsible for safeguarding your Account, and you agree to notify us immediately of any unauthorized use of your Account. We are not liable for any loss or damage arising from your failure to comply with the above requirements.

Client infrastructure and technical requirements

You are responsible for ensuring that your technical environment meets the requirements necessary to use our Services, including compatible learning management systems or third-party software and services, network infrastructure, firewall configurations, and any single sign-on or authentication systems. OctoProctor publishes system requirements for test-takers at https://octoproctor.com/resources/documentation; you are responsible for communicating these requirements to your test-takers and ensuring they have adequate equipment and internet connectivity.

OctoProctor is not responsible for service disruptions, failed sessions, or degraded performance caused by incompatibilities or failures in your infrastructure, including LMS or third-party software and services outages, network issues, firewall restrictions, or your test-takers' failure to meet published system requirements.

Age restrictions and children's data

Service terms and limitations

License grant and ownership

The Services are licensed, not sold, to you. No title to or ownership of any proprietary rights related to the Services is transferred to you. Your rights are limited to those expressly granted by this Agreement. OctoProctor retains all right, title, and interest in and to the Services, including all intellectual property rights therein.

License term

Your license to use the Services is granted for a period specified in your License agreement, invoice, or order form, unless terminated earlier in accordance with these Terms or renewed by mutual agreement.

License renewal and grace period

Renewal notice: We will notify you at least 60 days and again 30 days before your license expires to discuss renewal terms. Invoices for renewal will be issued at least 30 days before expiration.

Early renewal incentive: Clients who complete renewal before their license expiration date and commit to a defined volume for the renewal term may qualify for a discount of 5–10% off the standard hourly rate, as specified in the renewal invoice.

Carryover of unused hours: Up to 10% of unused hours from the expiring license term may be transferred to the renewed license, provided that (a) renewal is completed before the license expiration date, and (b) the renewal volume commitment is consistent with forecasted usage. Carryover hours are not available for lapsed or late renewals.

Expiration of unused hours: Subject to the carryover provision above, all unused hours expire at the end of the license term and are not transferable to renewed licenses unless explicitly agreed in writing.

Grace period: If your license expires without renewal, a grace period of up to 90 days may be made available at OctoProctor's discretion to allow continued service while renewal is finalized. Grace period usage is billed as a temporary top-up at a 20% premium over your current hourly rate. Grace period availability does not guarantee renewal and does not extend eligibility for early renewal incentives or hour carryover.

Pricing model

Our App by default operates on an hours-based pricing model. Charges apply based on actual usage time as tracked by our systems. Alternative pricing models may be available upon request. Specific pricing details will be provided in your License agreement, invoice or order form.

Payment terms

Fees and payment schedules are specified in your License agreement, invoice, or order form (collectively, the "Order Document"). Where fees are invoiced in advance, payment is due in accordance with the terms stated on the invoice and Services are activated upon receipt of payment. Prepaid fees are non-refundable except as expressly stated in these Terms or your Order Document. Usage exceeding the prepaid or committed volume will be invoiced separately at the applicable rates, with payment due within 30 days of the invoice date unless otherwise agreed. In accordance with standard commercial practices, the following provisions apply to any amounts that become overdue:

• Late payment interest: Overdue amounts shall bear interest at a rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower
• Collection costs: You agree to pay all reasonable costs of collection, including attorney fees, if legal action becomes necessary
• Service suspension: We reserve the right to suspend Services for accounts with payments overdue by more than 30 days
  

Capacity planning and advance notice

Simultaneous user limit: Your Service plan includes support for up to 1500 simultaneous users. Usage exceeding this limit will result in additional fees as specified in your License  agreement, invoice, or order form.

Heavy load notification requirement: You must provide 2 business days advance notice when planning activities that will result in:

• More than 1,500 simultaneous users
• More than 1,500 concurrent sessions
• More than 5,000 hours of usage in a single day
  

Failure to provide required advance notice may result in service degradation and additional fees.

Integration

Our primary integration approach is Web SDK, and we maintain full LTI (Learning Tools Interoperability) compatibility and SCORM compatibility. You may only use documented integration methods as specified in our technical documentation at https://octoproctor.com/resources/documentation. Use of undocumented integration methods will void technical support eligibility and may result in service disruption.

Right of use

Subject to these Terms, OctoProctor grants you a limited, non-exclusive, non-transferable, non-sublicensable right to use the Services for the purposes of identity management and virtual proctoring during tests or examinations arranged by your testing institution ("Testing Institution"). This right of use will be terminated or suspended if you fail to comply with these Terms.

Data access and privacy

Data collection

The Services are designed to monitor test-taker performance during examinations. To provide the Services, we collect proctoring data and technical information from test-taker devices. You may configure proctoring settings to enable cameras, microphones, screen recording, and input tracking (keyboards, mice) to monitor behavior and generate proctoring reports. Test takers provide explicit consent within the platform before beginning proctoring sessions, which is logged. As the Data Controller, you remain responsible for ensuring you have the appropriate legal basis to use the Services with your test-takers, including obtaining parental consent where required by applicable law.

Data retention

Default data retention period: All data collected during service provision will be stored securely for a maximum of 12 months from the date of collection, after which it will be permanently deleted.

Extended retention: Retention beyond 12 months is available upon request and subject to additional fees based on infrastructure costs, as specified in your License agreement, invoice or order form.

Data security and privacy

We are committed to ensuring that your data is secure. We have implemented appropriate technical and organizational measures to protect your data from unauthorized access, alteration, disclosure, or destruction during the storage period.

US privacy compliance: We comply with applicable United States privacy laws, including the California Consumer Privacy Act (CCPA/CPRA), Virginia Consumer Data Protection Act (VCDPA), Colorado Privacy Act (CPA), and other applicable state privacy laws.

GDPR compliance: We maintain full compliance with the General Data Protection Regulation (GDPR) and other applicable data protection laws. 

Regional data protection: If you are located in the other jurisdictions with specific data protection laws, additional privacy rights and data protection provisions may apply. These are outlined in our Regional Data Protection Policy available at https://octoproctor.com/policies/regional-data-protection.

For detailed information about our data handling practices, please refer to our Privacy notice available at https://octoproctor.com/policies/privacy-policy.

Privacy notice

This Agreement incorporates the terms of our Privacy notice. Please read the Notice carefully to understand how we treat your personal information.

Data use and service improvement

All proctoring data, including audio and video recordings, screen captures, and images collected during test sessions, is accessible exclusively to you as the client institution. OctoProctor does not assess overall academic performance and does not have access to anything beyond web browsers and cameras or microphones if access is requested and granted.

We may use your anonymized, non-personalized data to improve our service offerings, enhance features, and develop new solutions. Such data cannot be linked back to any individual test taker or institution. If you do not wish your data to be used for these purposes, you may opt out at any time by providing written notice to info@octoproctor.com.

Confidentiality

Each party agrees to protect the confidentiality of any proprietary or confidential information disclosed in connection with the Services. This includes, but is not limited to, proctoring data, institutional credentials, test materials, student information, API keys, technical documentation, and any non-public business information. Each party shall use the same degree of care to protect confidential information as it uses to protect its own confidential information, but in no event less than reasonable care. The confidentiality obligations shall survive termination of this Agreement for a period of five (5) years.

Our responsibilities as service provider

OctoProctor is committed to providing reliable, secure, and compliant proctoring services. Our key responsibilities include:

Service infrastructure and security

• Data security: We implement comprehensive security measures as outlined in our Data Security Policy
• Encryption standards: All sensitive data is protected using AES-256 encryption at rest and TLS 1.2+ in transit, as detailed in our Encryption Policy
• Access controls: Multi-factor authentication and least privilege principles govern all system access per our Access Control Policy
• Business continuity: Disaster recovery and business continuity procedures ensure service resilience as specified in our Business Continuity Policy

Data management

• Backup procedures: Regular automated backups with secure storage and periodic restoration testing per our Backup Policy
• Data classification: Appropriate handling of data based on sensitivity levels according to our Data Classification Policy
• Data sanitization: Secure erasure of data upon termination or as required by our Data Sanitization Policy
• Asset management: Comprehensive tracking and protection of all infrastructure assets per our Asset Management Policy

Security operations

• Malware protection: Continuous anti-malware monitoring and protection as detailed in our Anti-Malicious Software Policy
• Security monitoring: 24/7 security monitoring and incident response capabilities
• Regular updates: Timely application of security patches and system updates
• Compliance audits: Regular internal and external security assessments

Service availability

OctoProctor strives to maintain 99.9% uptime for our cloud-hosted Services, excluding scheduled maintenance. Specific service level commitments, including uptime guarantees, support response times and service credits, are available through SLA addendums negotiated on a case-by-case basis with qualifying clients.

Customer support

Support availability

Customer representative support: Technical support is provided exclusively to authorized representatives of client organizations, not to test takers. Support requests must be submitted by designated client representatives only.

Technical support contact: For technical assistance, please contact us at support@octoproctor.com.

Support scope

Test-taker experience: OctoProctor is designed to minimize the need for direct support. Most test-taker issues are resolved directly within the platform through clear guidance, automated system checks, and built-in assistance — without requiring a human response. If a test-taker encounters an issue that cannot be resolved by the platform, the test-taker's institution is responsible for escalating the matter through its designated client representative.

Support coverage: Technical support includes assistance with critical bugs only. Critical bugs are system failures that prevent core proctoring functionality from operating as intended.

Support access to customer data: If technical support requires access to your customer data for troubleshooting purposes, such access must be pre-authorized in writing. For clients with Service Level Agreements, this authorization may be documented within the SLA addendum.

Version support: Technical support is available exclusively for the current (i.e., most recent) version of the OctoProctor platform.

Clients using our SaaS solution are automatically upgraded to the current version.

Use restrictions

You may not use the Services except as permitted under these Terms or for any purpose that is unlawful or violates these Terms. Additionally, you agree not to:

• Authorize or permit use of the Services by anyone other than yourself or authorized users.
• Copy, market, or distribute the Services.
• Assign, sublicense, sell, lease, or otherwise transfer your rights under these Terms.
• Use the Services in any time-sharing or service bureau arrangement.
• Modify, alter, or create derivative works of the Services.
• Decompile, disassemble, reverse engineer, or otherwise attempt to obtain the source code.
• Upload or transmit any form of virus, worm, Trojan horse, or other malicious code.
• Interfere with or disrupt any servers or networks connected to the Services.
• Disclose the contents of the Services to unauthorized parties.
• Circumvent security measures or attempt unauthorized access to our systems.
• Use automated tools to interfere with the Services' operation.
• Exceed contractual usage limitations without proper authorization.
• Exceed API rate limits or use undocumented API endpoints.

OctoProctor retains all right, title, and interest in and to the Services and all associated intellectual property rights.

Our trademarks

"ProctorEdu," "OctoProctor," and our associated logos, service marks, and trade names (collectively, "Our marks") are registered or unregistered trademarks of ProctorEdu Inc. All rights in Our marks are reserved.

Restrictions on brand usage

You may not:

• Use Our marks without our prior written consent
• Use any marks, logos, or names confusingly similar to Our marks
• Register or attempt to register any marks similar to Our marks
• Use Our marks in any manner that implies endorsement, sponsorship, or affiliation without written agreement
• Modify, adapt, or create derivative versions of Our marks
• Use Our marks in connection with any unlawful activities or in any manner that damages our reputation
• Remove, alter, or obscure any proprietary notices from our Services

Limited permission

You may make factual references to our Services using our brand names in text only (not logos) solely to identify our Services, provided such use:

• Is truthful and not misleading
• Does not imply endorsement or partnership
• Complies with any brand guidelines we may publish
  
• Does not damage our reputation or goodwill

Enforcement

Any unauthorized use of Our marks may constitute trademark infringement and unfair competition. We reserve the right to take all appropriate legal action to protect our intellectual property rights.

Client publicity rights

By entering into an agreement for our Services, you grant OctoProctor a non-transferable, non-exclusive, royalty-free, worldwide license to reproduce and display your name, logos, and trademarks solely for the purpose of identifying you as a customer of OctoProctor on our website, client lists, press releases, and other marketing materials. This license does not grant OctoProctor any right of ownership in your marks. You may revoke this license at any time by providing written notice to info@octoproctor.com, and we will remove your name and marks from our materials within a commercially reasonable timeframe. We may develop case studies and testimonials related to your use of our Services; such materials will only be published with your explicit prior consent.

Brand usage and trademark protection

Use of proctoring data

The Services provide you with objective proctoring data, including session recordings, behavioral flags, and proctoring reports, that can be used to evaluate the integrity of test results. All decisions regarding the interpretation and use of proctoring data — including any academic or administrative actions taken in response to flagged behavior — are solely within your discretion and responsibility as the client institution.

OctoProctor provides data and reports; we do not make determinations regarding academic integrity, cheating, or disciplinary outcomes. You are responsible for establishing and communicating your own policies regarding the use of proctoring data to your test takers. OctoProctor has no responsibility or liability with respect to your use of proctoring data or any actions you take based on such data.

Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
We do not guarantee that our Services will always be available or be uninterrupted. We will not be liable for any disruption or non-availability of our Services resulting from external causes.

Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OCTOPROCTOR OR ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, OR EMPLOYEES BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, STATUTORY, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SAVINGS, LOSS OF USE, LOSS OF DATA, OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES.
Our total liability to you for any claims arising under these Terms shall not exceed the total amount paid by you to OctoProctor during the twelve (12) months preceding the event giving rise to the claim.

Indemnification

You agree to defend, indemnify, and hold harmless OctoProctor, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, or expenses arising from your breach of these Terms, your illegal conduct, or your violation of the rights of any third party.

Dispute resolution

Binding arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in Delaware, United States, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Dispute limitations

Each dispute between the parties shall be resolved individually in a separate arbitration proceeding. No arbitration arising under this Agreement shall be joined or consolidated with any arbitration or proceeding involving any other party, including other clients of OctoProctor, without the prior written consent of both parties. Neither party may bring claims in a representative capacity on behalf of third parties, including end users or test takers, under this Agreement. This Agreement does not confer any rights or remedies upon any person or entity other than the parties hereto. No test-taker, end-user, or other third party shall be deemed a third-party beneficiary of this Agreement.

Exceptions to arbitration

The parties agree that the following disputes are not subject to the above provisions concerning binding arbitration: (a) any disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; (b) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.

Data retention after termination: Following termination, your data will be retained for a period of 3 months to allow for data export requests. After this 3-month period, all data will be permanently deleted in accordance with our Data Sanitization Policy. If you require data export, you must submit a written request within the retention period.