These Terms of Use (the "Terms") are an agreement between ProctoredAI, Inc., a North Carolina corporation ("ProctoredAI," "we," or "us"), and the person or organization that accepts them ("you"). They cover the ProctoredAI platform: the hosted console, the endpoint agent and browser extension (the "Agent"), installers, updates and documentation (together, the "Service").
Part 1 applies when you sign up for a trial or use the console as a service provider. Part 2 applies when you install the Agent on a device. Part 3 applies to both. Words like "Client," "Device," "Device-Day" and "Partner Price" mean what they mean in the ProctoredAI Master Services Agreement (the "MSA").
Part 1. Platform and Trial Terms
1.1 Who Is Agreeing
You accept Part 1 by checking the box and creating an account at ProctoredAI.com. If you accept for a company, you confirm that you are authorized to bind it, and "you" means that company (the "Partner"). The Service is for managed service providers that manage IT for other organizations, including their own internal devices. It is not for personal or household use. By accepting, the Partner also accepts Part 2 on its Clients' behalf for every Agent it deploys with its organization key, with or without the accept-terms option.
1.2 How These Terms Relate to the MSA
These Terms are the click-through trial terms referred to in section 7.7 of the MSA. Once the Partner signs the MSA, or accepts it by selecting "I agree" when converting a trial in the console, the MSA replaces Part 1 for the period after it starts. Part 2 keeps applying to every Agent installation. If these Terms conflict with an MSA the Partner has signed or accepted, the MSA controls between ProctoredAI and the Partner.
1.3 The Trial
A self-serve trial lasts 30 days from signup and covers 1 Client, with no limit on the number of Devices. Each Partner may have one trial. We may decline or close a trial that repeats an earlier one, including one created under a different email address or company name. The trial includes the full platform except features labeled Coming Soon. Features labeled beta or preview are provided as is and may change or end. The trial is free: no payment method is needed and nothing is charged during it. The trial is provided "as is," without the service levels, support targets or service credits in the MSA's Service Level Agreement.
When a trial ends without conversion, the console becomes read-only and Devices keep enforcing their last policy until we close the account. We may close an unconverted trial account 30 days after the trial ends, and we will email you a reminder with the steps to uninstall the Agent before we do. Until then, you can export your data and uninstall the Agent using the console's uninstall codes. When we close the account, the Agent stops enforcing on its Devices, the license in section 2.4 ends, and we delete the account's Client Data, except copies in backups until they expire or that the law requires us to keep. When a trial converts, the trial Client and its data carry over under the MSA.
1.4 Fees After Conversion
The trial is free. If the Partner converts, fees are based on use as section 3 of the MSA describes. The fee for each billing period is the Partner Price shown in the console, multiplied by the Device-Days in the console's Licensing report for that period, divided by the number of days in the period. Device-Days before the conversion date are not billed. Each billing period runs from the day after one 28th through the next 28th, and payment is captured on the 28th from the payment method on file in the console. There are no order forms, minimum commitments or setup fees. Fees exclude taxes, which the Partner pays as the MSA provides, and charges are final unless disputed in writing within 30 days after they are captured. Nothing is charged unless the Partner converts.
1.5 Accounts and Security
You will give accurate signup information, keep sign-in credentials secure, and turn on two-factor authentication or single sign-on for your administrators. You are responsible for all activity under your accounts, including the accounts you create for your staff and your Clients' administrators. Tell us at [email protected] as soon as you suspect unauthorized access.
1.6 Your Clients and Monitoring
The Agent inspects traffic to AI services, and to other sites a Client chooses to manage, on the Devices where it is installed. You are responsible for making sure each Client (a) has the legal right to monitor its devices and users, (b) gives its employees and users any notice, and obtains any consent, required by law, works council or contract, and (c) chooses settings, including prompt capture and retention, that comply with the laws that apply to it. You will deploy the Agent only on devices that the Client owns or manages under its own policies, or on a personal device with its owner's informed consent. You will have a written agreement with each Client that permits you to deploy the Agent and process Client Data, and that states that ProctoredAI gives the Client no warranty and has no liability to it except under Part 2 and as data protection law requires. The AI Use Policy the Service generates can support that notice but is not legal advice.
1.7 Acceptable Use
You will not, and will not let any Client or user: (a) use the Service to monitor anyone without legal authority, or to collect data beyond what the Client's settings allow; (b) resell or provide the Service to others except to your own Clients as part of your services; (c) reverse engineer, decompile or try to derive the source code or detection rules of the Service, except as applicable law expressly permits; (d) probe, scan or test the security of the Service without our written consent; (e) publish benchmark results of the Service without our written consent, although you may share your own evaluations with your Clients and prospects; (f) use the Service to build a competing product; (g) enroll another organization's devices under your own organization or a trial account to avoid fees; or (h) use the Service in violation of law.
1.8 Health Information
Do not use the Service to process protected health information unless you and ProctoredAI have signed a business associate agreement. Without one, ProctoredAI has no obligations under HIPAA.
1.9 Data
Client Data (the events, findings, prompt excerpts as the Client's capture setting allows, file metadata and account identities that the Agent and console collect) belongs to you and your Clients. We process it on your behalf and following your settings in the console. We use it only to provide, secure, support and improve the Service and to comply with law. We do not sell or share Client Data, do not use it to train AI models, and do not combine it with other data except as the law allows a service provider to. Each Client is the controller of its Client Data, and you process it for the Client. For your own internal-use organization, you are the controller. We are your processor or subprocessor, and a service provider under US state privacy laws. We will tell you without undue delay, and within 48 hours, after we become aware of unauthorized access to, or loss, alteration or disclosure of, Client Data.
The Service is designed to collect the minimum needed. Traffic to non-AI sites is not decrypted or logged, except webmail, file-sharing and collaboration sites a Client chooses to manage and remote MCP servers a Client approves. Uploaded files are recorded by name, size, type and fingerprint; their contents are not stored, except excerpts of matched text as the Client's capture setting allows. Each Device's certificate key stays on that Device. We host the console on Google Cloud in the United States, Cloudflare provides TLS termination and network delivery, and Google Workspace sends email. The ProctoredAI.com/security page describes the details. Our Data Processing Addendum at ProctoredAI.com/dpa, including the EU Standard Contractual Clauses, applies to Client Data protected by European data protection law, and we will countersign a copy on request.
1.10 Confidentiality
Non-public features of the Service, and partner pricing we haven't published, are our confidential information, and Client Data is yours. Each of us will protect the other's confidential information with at least reasonable care and use it only for the Service. Any separate confidentiality agreement between us stays in effect.
1.11 Ownership and Feedback
We own the Service, its software, documentation and improvements. You and your Clients own Client Data. We may use feedback you give us freely, without identifying you, and may use aggregated, de-identified statistics about use of the Service that identify no Partner, Client or person.
1.12 Suspension and Ending a Trial
You may stop using the Service at any time. We may suspend or close a trial account if needed to address a security threat, stop a breach of section 1.7, or comply with law, limited to what is needed. We will give notice first when practical and restore access promptly once the cause is resolved. We may also end the trial program, or a trial, with 10 days' notice by email.
Part 2. Agent Installation Terms
2.1 Who Is Agreeing
Part 2 applies whenever the Agent is installed on a computer or Chromebook (a "Device"). The organization that owns or manages the Device is the "Client," and the managed service provider that deploys the Agent for it is the "Provider." You accept Part 2 in one of two ways:
- Interactive install. The person running the installer accepts by checking the box (or answering "yes" in a terminal) before the install starts. If that person works for the Client, they accept for the Client and confirm they are authorized to. If they work for the Provider, the Provider accepts.
- Silent install. When the Agent is deployed through an RMM, MDM or script, the Provider accepts by passing the accept-terms option to the installer. A silent install without that option is still covered by the Provider's own acceptance of these Terms or the MSA.
In every case, the Provider confirms that the Client has authorized the install and has agreed to terms with the Provider that protect ProctoredAI as this Part 2 does. Part 2 does not make ProctoredAI responsible to the Client for the Provider's services.
2.2 What the Agent Does
The Agent routes traffic to AI apps and websites, and to other sites the Client chooses to manage, through an inspection proxy on the Device. To do that, it installs a certificate authority that belongs to that Device alone and sets the Device's proxy configuration. Depending on the Client's policy, it may allow, warn about, block or redact what is sent to AI services, show the Client's AI Use Policy, and record events about AI use, including the app, the user account, the action taken and, as the Client's capture setting allows, excerpts of prompts. It may also report the AI apps installed on the Device, control file uploads and sharing to managed sites, and protect itself from removal with an uninstall code. Enforcement runs on the Device and continues when the Device is offline. If the Agent stops running, AI traffic on the Device is blocked by default until it recovers.
2.3 Notice to the People Who Use the Device
The Client is responsible for telling the people who use the Device that it is monitored, and for any consent the law requires, including written employee monitoring notice laws such as those in New York, Connecticut and Delaware, and all-party consent laws such as California's. The Agent shows a ProctoredAI icon, a "Proctored by" notice naming the Provider, and the Client's AI Use Policy, but these do not replace the Client's own notice. Do not install the Agent on a device the Client does not own or manage, or on a personal device without its owner's informed consent.
2.4 License
ProctoredAI grants the Client a limited, non-exclusive, non-transferable, revocable license to install and run the Agent on the Device, solely for the Client's use of the Service through its Provider, for as long as the Provider's account is active. The Agent is licensed, not sold.
2.5 Restrictions
You will not tamper with, disable, bypass or work around the Agent, its certificate or its proxy settings except through the Provider; copy, modify, reverse engineer or decompile the Agent, except as applicable law expressly permits; or remove ProctoredAI's or the Provider's notices.
2.6 Updates
Agent updates are delivered automatically and carry ProctoredAI's release signature. The Device refuses any release older than the newest it has run.
2.7 Data From the Device
Data the Agent collects goes to the Provider's console, which ProctoredAI hosts. The Client and the Provider control it and decide how long it is kept, and ProctoredAI processes it on their behalf as described in section 1.9. Questions about what is collected, or requests to see or delete it, go to the Provider. If you cannot reach your Provider, write to [email protected] and we will pass your request on.
2.8 Removing the Agent
The Provider removes the Agent from the console, or gives the Client an uninstall code. Uninstalling removes the Agent, its certificate and its proxy settings from the Device. If the Client can no longer reach its Provider, we will help it remove the Agent once it shows it controls the Device; write to [email protected].
2.9 Support and Commitments
The Agent is provided to the Client through its Provider. Support comes from the Provider. ProctoredAI makes no warranty or commitment to the Client beyond these Terms, and the Provider's own agreement with the Client sets the service the Client receives.
Part 3. General Terms
3.1 Disclaimer
Except as an MSA the Partner has signed or accepted states, the Service is provided "as is" and "as available," without warranties of any kind, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.
3.2 What the Service Does Not Do
The Service reduces risk. It does not guarantee that no data will reach an AI service, or that a Client complies with any law or framework. Certificate-pinned apps, apps that bypass the system proxy, devices without the Agent and users with administrator rights can avoid inspection. Compliance reports are evidence for a Client's own program, not a certification.
3.3 Limitation of Liability
To the extent the law allows, each party's total liability under these Terms is limited to the greater of US $100 or the fees paid to ProctoredAI for the Service in the 12 months before the event giving rise to the claim. Neither party is liable for lost profits, revenue or data, or for indirect, special, incidental, consequential or punitive damages, even if advised of them. These limits do not apply to a party's indemnity obligations, a breach of section 1.7, or gross negligence or willful misconduct.
3.4 Indemnity
The Partner, or the Provider that deployed the Agent, will defend ProctoredAI against any third-party claim, including by a Client, a Client's employee or a regulator, arising from its breach of these Terms or the law, or from monitoring without the notice, consent or authority it was responsible for under sections 1.6, 2.1 and 2.3, and will pay resulting damages and costs finally awarded or agreed in settlement. ProctoredAI will notify it promptly, let it control the defense, and give reasonable help at its cost.
3.5 Changes to These Terms
We may update these Terms. Each version has a date at the top, and earlier versions are available on request. We will give 30 days' notice by email or in the console before a change that materially reduces your rights takes effect. New signups and new installations accept the version current at that time. Continuing to use the Service after a change takes effect means you accept it. Notice to a Provider is notice to its Clients.
3.6 Electronic Acceptance and Records
Checking the box, answering "yes" in a terminal, or passing the accept-terms option to an installer is your electronic signature and has the same effect as a signed agreement. We record who accepted, when, which version, and how (for example, the account email and network address for a signup, or the Device and installation method for the Agent), and keep those records for as long as the account is open and 4 years after.
3.7 Governing Law and Venue
These Terms are governed by the laws of the State of North Carolina, without regard to conflict-of-laws rules. The state and federal courts in Cabarrus County, North Carolina, have exclusive jurisdiction, except that either party may seek injunctive relief in any court with jurisdiction.
3.8 Notices
Legal notices to ProctoredAI go by email to [email protected]. We send notices to the email address on your account, or in the console.
3.9 Everything Else
You may not assign these Terms without our consent. We may assign them to an affiliate or to a successor to the business or assets related to the Service, on notice. Neither party is liable for delay or failure caused by events beyond its reasonable control. If a provision is unenforceable, it is enforced to the maximum extent allowed and the rest stays in effect. A delay in enforcing a right is not a waiver. Each party will comply with U.S. export control and sanctions laws. No third party is a beneficiary of these Terms. These Terms, with any MSA the Partner has signed or accepted, are the entire agreement on their subject.
3.10 Survival
Sections 1.7 to 1.11, 2.5, 2.7 and Part 3 survive the end of these Terms. Confidentiality duties last 5 years after the trial or installation ends, and for trade secrets as long as they remain trade secrets.
3.11 Government Users
The Service is commercial computer software and documentation, provided to U.S. government users only under these Terms (FAR 12.212; DFARS 227.7202).
Questions about these Terms: [email protected].