Meazure Learning Terms of Service

Last Updated: May 6, 2026

IMPORTANT – READ CAREFULLY. THESE TERMS OF SERVICE (“TERMS”) DEFINE THE RELATIONSHIP BETWEEN PROCTORU, INC. D/B/A/ MEAZURE LEARNING LOCATED AT 8609 WESTWOOD CENTER DRIVE, SUITE 110, VIENNA, VA 22182 (“MEAZURE LEARNING,” “WE,” “OUR”, OR “US“) AND THE PERSON (“USER,” “YOUR,” OR “YOU”) ACCESSING THE MEAZURE LEARNING SITE AT THIS URL (INCLUDING ALL ASSOCIATED WEBSITES, WEBPAGES, SUBDOMAINS, PLATFORMS, BROWSER EXTENSIONS, APPLICATIONS, OR DOWNLOADABLE SOFTWARE THAT WE MAY MAKE AVAILABLE TO YOU) AND ANY OF OUR PRODUCTS OR SERVICES DELIVERED TO YOU VIA THE INTERNET (EACH AND COLLECTIVELY, THE “SITE”).

Acceptance of Terms

These Terms form a legally binding contract between Meazure Learning and you and govern your use of the Site and its Content (defined below). YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SITE UNLESS AND UNTIL YOU ACCEPT THESE TERMS AND ANY OTHER TERMS OR POLICIES THAT MEAZURE LEARNING MAY CREATE AND POST ON THE SITE FROM TIME TO TIME.

By accessing and using the Site, you acknowledge that you have read these Terms and accept, understand, and will be bound by them. You further acknowledge that these Terms, together with Meazure Learning’s Privacy Policy, incorporated herein by reference, constitute the sole and entire agreement between you and Meazure Learning regarding access or use of the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

If you or a legal entity (typically, a Testing Institution (defined below)) with which you are associated as an employee or contractor has purchased products or services (each and together, the “Services”) from Meazure Learning, such purchase is subject to the written agreement with respect to those Services (any such agreement, a “Services Agreement”). If you accept these Terms as an employee or contractor of a legal entity, you represent and warrant that you are authorized to do so.

If you are a person accessing the Site to participate in a test (a “Test-Taker”), your use is also subject to any applicable Supplemental Terms (defined below), as well as the terms and conditions found in the section below entitled “Meazure Learning’s Testing Services”.

The Site is intended for use by persons of the legal age of majority. By accessing and using the Site, you represent and warrant that you are of legal age to form a binding contract with Meazure Learning or have parental or guardian consent to use the Site. If you do not meet these eligibility requirements, you must not access or use the Site.

Accessing the Site and Account Security

We reserve the right to withdraw or amend the Site, including the access configuration and any Content we provide on the Site in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to all or part of the Site.

You are responsible for both making all arrangements necessary for you to have access to the Site (including hardware, software, and internet connection required) and ensuring that any person who accesses the Site through your internet connection is aware of these Terms and complies with them. Meazure Learning is not responsible for any equipment or network malfunction or service disruption that affects your use of the Site, including a Test-Taker’s test session.

To access all or part of the Site, you may be provided or be asked to provide certain registration details or other information. For Test-Takers, you will receive account confirmation through the email address you provide during registration. When you use the Site and create your account, you agree to: (i) provide true, accurate, current, and complete information about yourself (including the information provided to authenticate your identity) and (ii) maintain and promptly update your registration information to keep it true, accurate, current, and complete. Meazure Learning, in its sole discretion, has the right to immediately suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof) if you provide any information that is (or that Meazure Learning reasonably suspects is) untrue, inaccurate, not current, incomplete, or erroneous.

You agree that all information you provide to register with the Site or otherwise provide, including, but not limited to, through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy (for Test-Takers, this includes the collecting and sharing of your User Content (defined below), results, and personal information with your Testing Institution).

If you choose, or are provided with, a username, password, or any other access credentials as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to all or part of the Site using your username, password, or other access credentials. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security by submitting a ticket through our support center. You also agree to ensure that you sign off from your account at the end of each session. You should use caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

Meazure Learning will not be liable for any loss that you may incur because of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Meazure Learning or another third party due to someone else using your password or account.

We have the right to disable any username, password, or other access credentials, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated these Terms.

Prohibited Uses

You agree to use the Site only for lawful purposes and in accordance with these Terms and any applicable Supplemental Terms or Services Agreement. You agree not to use the Site:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards (as defined below).
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
To impersonate or attempt to impersonate Meazure Learning, a Meazure Learning representative, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm Meazure Learning or users of the Site, or expose them to liability.

Additionally, you agree not to:

Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other person’s use of the Site, including their ability to engage in real time activities through the Site.
Use any data mining, robot, or similar automatic data gathering and extraction tools, process, or means to access the Site for any purpose, including monitoring or copying any of the Content on the Site.
Use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorized in these Terms, without our express written consent.
Use any device, software, or routine that interferes with the proper working of the Site.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.

Monitoring and Enforcement; Termination

Meazure Learning reserves the right to take whatever lawful actions it may deem necessary or appropriate in response to actual or suspected violations of these Terms and our Content Standards, including, without limitation, Meazure Learning may in our sole discretion:

Terminate or suspend your access to all or part of the Site for any or no reason, including for Test-Takers, at the valid instruction to do so by your Testing Institution.
Disclose your identity or other information about you to any third party who claims that User Content (defined below) posted or transmitted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including, without limitation, referral to law enforcement, for any unlawful or unauthorized use of the Site.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Site. YOU WAIVE AND HOLD HARMLESS MEAZURE LEARNING FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY MEAZURE LEARNING DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

User Content; Content Standards

You are solely responsible for any information or materials (“User Content”) that you post or transmit on or through the Site. User Content includes all such information posted or transmitted, as well as information or materials emailed or otherwise provided to us, including data, comments, questions, or suggestions.

When you use the Site, you represent and warrant that (i) you have all the rights, power, and necessary authority to submit your User Content; (ii) you have the right to grant the license below to us and our affiliates; and (iii) your User Content does and will comply with these Terms. By providing any User Content, you grant Meazure Learning and our affiliates a royalty-free, transferable, irrevocable, and perpetual license to use, transmit, display, and distribute such User Content to third parties, including your Testing Institution. Please note that the license continues even if you stop using our Site.

Because Meazure Learning does not control User Content, we cannot take responsibility for such User Content. You are responsible for how you use the Site, any User Content you provide, and any consequences thereof, including the disqualification of your test by your Testing Institution. Meazure Learning is not and will not be responsible or liable for how your Testing Institution chooses to use your User Content. Meazure Learning is also not responsible for or liable to any third party for any claims arising from or related to any User Content posted by you or any other Site user.

All User Content must comply with the following standards (“Content Standards”), as well as with all applicable federal, state, local, and international laws and regulations. Without limitation, User Content must not:

Contain any material that is or may be perceived to be deceptive, unlawful, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, discriminatory, or otherwise objectionable;
Impersonate any person, misrepresent your identity or affiliation with any person or entity, or otherwise give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case;
Infringe any copyright, trademark, patent, trade secret, and other intellectual property rights of any other person or entity; or
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations.

Intellectual Property Rights

The Site and its entire contents, features, and functionality (including any information, text, audio, video, images, graphics, code, extensions, or other materials created uploaded, downloaded, transferred or otherwise appearing on or connected with the Site, including the layout, coordination, and arrangement of our Site, and any recordings of any test sessions (collectively, the “Content”)) are exclusively owned by Meazure Learning and its licensors. All intellectual property rights in our Site and Content are protected by applicable United States and international intellectual property laws and treaties. Subject to the limited rights expressly granted herein to use the Site and Content pursuant to these Terms, Meazure Learning retains all rights, title, and interest in and to the Site and Content, including all intellectual property rights thereof.

By using the Site, you acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about our Services (“Submissions”) that you send to Meazure Learning are voluntary and non-confidential, and you agree that Meazure Learning is entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

None of the Site, Content, or any portion thereof may be modified, copied, reproduced, downloaded, posted, transmitted, transferred, sold, or distributed in any form except as described in these Terms. You agree to comply with all copyright and other laws worldwide in your use of our Site and to prevent any unauthorized copying of any Content from our Site.

You are granted a non-exclusive and non-transferable license to electronically access and use the Site only in the manner described in these Terms. Meazure Learning does not sell to you, and you do not have the right to sublicense, any Meazure Learning intellectual property.

No other right, title, or interest in or to the Site or Content is transferred to you, and Meazure Learning reserves all rights not expressly granted herein. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. If you modify, copy, reproduce, download, post, transmit, transfer, sell, distribute, or otherwise use or provide any other person with access to any part of the Site in a manner that breaches these Terms, your right to use the Site will cease immediately.

Copyright Complaints

We respect the intellectual property rights of others and prohibit users from uploading and posting materials that infringe on any other person’s or entity’s intellectual property rights. If you believe that your material has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following written information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed upon; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and e-mail address; (v) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Our copyright agent for notice of claims of copyright infringement on the Site can be reached at the following email address: [email protected].

It is often difficult to determine if your intellectual property rights have been violated or if the Digital Millennium Copyright Act (DMCA) requirements have been met. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove or disable access to the allegedly infringing material pending resolution of the matter. We will terminate the accounts of users that we determine are repeat infringers.

Please note that under Section 512(f) of the Copyright Act any person who makes false claims that material or an activity is infringing may be subject to liability for damages.

Changes to and Reliance on Content

You acknowledge that Meazure Learning may update the Content on the Site at any time and for any reason without any notice to you; however, Meazure Learning has no duty to update the Content. The Content made available on or through the Site is for general information purposes.
The Content may be out of date or may contain inaccuracies or typographical errors from time to time. We do not warrant the accuracy, completeness, or usefulness of the Content. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such Content by you or any other Site user.

The Site may provide certain summary descriptions or other helpful information regarding certain Services offered by Meazure Learning. We attempt to be as accurate as possible; however, any such materials are intended to generally describe the Services and are subject in all respects to the specific terms and conditions of the applicable Supplemental Terms or Services Agreement.

The Site may include materials provided by third parties, including other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the Content provided by Meazure Learning are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Meazure Learning.

We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third party.

Meazure Learning’s Testing Services (for Test-Takers)

Test-Taker’s Use of Services

Connecting to Your Computer

Anything that would require termination based on the Services Agreement between your Testing Institution and Meazure Learning; or
Any conduct that the proctor deems vulgar, offensive, pornographic, obscene, abusive, criminal, or otherwise inappropriate.

When you choose to use the Services, you grant the proctor the right to use whatever method Meazure Learning makes available to recommend that your examination or test be disqualified if or when the proctor detects suspicious or questionable action(s) during the test session.

Fees

We reserve the right to adjust our fees from time to time, without providing prior notice. The current fee schedule is available through your Testing Institution, and it is fully incorporated herein by reference. The incorporation of the fee schedule, by reference, includes any changes to pricing or availability of choices. Unless your Testing Institution is paying your test session fees directly to us, you are responsible for all fees and costs associated with your use of the Services, including any fees for “premium” services that you select.

Supplemental Terms

Certain provisions of these Terms may operate in conjunction with expressly designated legal notices or requirements in the Services Agreements between Meazure Learning and your Testing Institution, or terms located on particular pages or components of Meazure Learning’s Services (each, “Supplemental Terms”). In the event of a conflict or inconsistency between these Terms and Supplemental Terms governing or otherwise concerning your use of the Services, the provisions of the Supplemental Terms shall prevail, unless Meazure Learning expressly agrees otherwise in writing. Meazure Learning will not retain or use your personal data for a period or in a manner inconsistent with the retention or use your Testing Institution permits under any Services Agreement.

Links to Third-Party Sites

The Site may contain hyperlinks to third-party websites or resources outside of Meazure Learning’s control (“Third-Party Sites”). Such hyperlinks are provided only for convenience and ease of reference. Meazure Learning does not control such Third-Party Sites and is not responsible or liable for: (i) the availability or accuracy of such Third-Party Sites; or (ii) the content, products, or services on or available from such Third-Party Sites. The inclusion of hyperlinks to such Third-Party Sites does not imply Meazure Learning’s endorsement of such Third-Party Sites or the content, products, or services available therein. Nor does it constitute any assurance by Meazure Learning that the Third-Party Site has in place security measures to protect information you may submit online. YOU AGREE THAT MEAZURE LEARNING SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGES OR LOSSES CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON SUCH PRODUCTS OR SERVICES ADVERTISED, OR OTHER INFORMATION OR MATERIALS FEATURED ON OR THROUGH ANY THIRD-PARTY SITES.

If you decide to access any of the Third-Party Sites or resources linked to the Site, you do so entirely at your own risk and subject to the Terms and privacy policies for such Third-Party Sites, which you should review. Meazure Learning is under no obligation to maintain any hyperlink on the Site and may remove a hyperlink at any time in our sole discretion for any reason whatsoever.

You may provide a link to our Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

The Site may provide certain social media features that enable you to:

Link from your own or certain third-party websites to certain content on the Site.
Send emails or other communications with certain content, or links to certain content, on the Site.
Cause limited Site Content to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the Content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

Establish a link to our Site from any website that is not owned by you; or
Cause our Site or any portions of it to be displayed, or appear to be displayed, by any other site, for example, framing, deep linking, or in-line thinking, on any other site; or
Otherwise take any action with respect to the Content on our Site that is inconsistent with any other provision of these Terms.

The website from which you are linking, or on which you make certain Content accessible, must comply in all respects with Meazure Learning’s Content Standards.

You agree to cooperate with us and immediately cease any linking when directed to do so by Meazure Learning. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Disclaimer of Warranties

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OBTAINED THROUGH THE SITE OR YOUR DOWNLOADING OF ANY CONTENT POSTED ON IT, OR ON ANY THIRD-PARTY SITE.

YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER MEAZURE LEARNING NOR ANY PERSON ASSOCIATED WITH MEAZURE LEARNING MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER MEAZURE LEARNING NOR ANYONE ASSOCIATED WITH MEAZURE LEARNING REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY PRODUCTS OR SERVICES OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

WHEN YOU USE OUR SITE OR SERVICES, ANY INFORMATION THAT YOU SUBMIT WILL BE TRANSMITTED VIA THE INTERNET AND SUCH TRANSMISSION IS BEYOND OUR CONTROL. MEAZURE LEARNING DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY FOR THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MEAZURE LEARNING OR THROUGH THE SITE OR SERVICES, WILL CREATE ANY WARRANTY THAT HAS NOT BEEN EXPRESSLY AND EXPLICITLY MADE HEREIN. YOUR SOLE REMEDY AGAINST MEAZURE LEARNING FOR DISSATISFACTION WITH THE SITE OR SERVICES IS TO DISCONTINUE USE.

WITHOUT LIMITING THE FOREGOING, AND TO THE FULLEST EXTENT PROVIDED BY LAW, MEAZURE LEARNING HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MEAZURE LEARNING, OUR AFFILIATES, SUBSIDIARIES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS, AND OUR AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY THIRD-PARTY SITES, ANY CONTENT ON THE SITE OR SUCH OTHER THIRD-PARTY SITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. NOTWITHSTANDING THE FOREGOING, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO DAMAGES FINALLY DETERMINED TO HAVE RESULTED DIRECTLY FROM MEAZURE LEARNING’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF LAW.

IF YOU ARE DISSATISFIED WITH ALL OR PART OF THE SITE OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Arbitration Agreement

PLEASE READ THIS SECTION (“ARBITRATION AGREEMENT”) CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and Meazure Learning agree to use confidential binding arbitration, on an individual basis, to the fullest extent permitted by law to resolve any and all claims: (a) arising out of, relating to, or in connection with these Terms, (b) arising out of, relating to, or in connection with Services provided or to be provided by Meazure Learning, or (c) between you and Meazure Learning or its affiliates, and any of their respective owners, related entities, companies, funds or vehicles, and/or any of their respective current or former employees, partners, owners, advisors, officers, directors, managers, consultants, contractors, investors, fiduciaries, representatives, and agents. Notwithstanding anything in these Terms to the contrary, no party shall be precluded from (i) seeking remedies in small claims court for disputes or claims within the scope of a small claims court’s jurisdiction, or (ii) seeking injunctive or other equitable relief in court against actual or threatened infringement, misappropriation, or violation of intellectual property rights.

Arbitration proceedings pursuant to this Arbitration Agreement will be governed by the Consumer Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time the arbitration proceeding is commenced. The arbitration shall be conducted on a strictly confidential basis. The arbitrator shall issue a decision in writing, setting forth in summary form the reasons for the Arbitrator’s determination. To the fullest extent permitted by law, the Arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, enforceability, applicability or formation of this Arbitration Agreement, including whether any dispute as to whether a particular claim is subject to arbitration hereunder. This Arbitration Agreement shall be governed under the Federal Arbitration Act (9 U.S.C. §§ 1-16). If any provision of this Arbitration Agreement is determined to be unenforceable or in conflict with a provision of applicable law, the unenforceable or conflicting provision shall be automatically severed and the remainder of the Arbitration Agreement shall not be affected, except that it shall be construed to incorporate any such applicable law provision.

Indemnification

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS MEAZURE LEARNING, OUR AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (EACH, AN “INDEMNIFIED PARTY”) FROM ANY AND ALL LIABILITY, CLAIMS, ACTIONS, LOSS, HARM, DAMAGE, INJURY, COST, EXPENSE, OR FEES (INCLUDING REASONABLE ATTORNEY FEES) (EACH, A “CLAIM”) ARISING OUT OF OR RELATING TO (I) ANY USER CONTENT YOU POST OR SUBMIT, AND (II) YOUR ACTUAL OR ALLEGED VIOLATION OF THESE TERMS OR YOUR USE OF THE SITE, INCLUDING BUT NOT LIMITED TO, ANY INFRINGEMENT BY YOU OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, FRAUDULENT OR MALICIOUS MISUSE OF THE SITE, OR VIOLATION OF APPLICABLE LAW IN CONNECTION WITH YOUR USE OF THE SITE.

Notwithstanding the foregoing, your obligation to indemnify, defend, and hold harmless under this section shall not apply to the extent that any Claim is finally determined to have resulted directly from the gross negligence or willful misconduct of the Indemnified Parties.

Waiver and Severability

Meazure Learning’s failure to exercise or enforce any right or provision of these Terms will not be deemed as a waiver of its right to the benefits associated with such right(s) or provision(s). No waiver by Meazure Learning of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition.

If any provision of these Terms is held to be invalid or unenforceable by any applicable law, rule, order, or regulation of any government, or by the final determination of any state or federal court, such provision shall be ineffective only to the extent of such invalidity and shall not affect the enforceability of any other provision in these Terms.

The section headings are for convenience and do not have any force or effect.

Controlling Law and Jurisdiction

All matters relating to these Terms and the Site are governed by the laws of the State of Virginia, without giving effect to any choice or conflict of law provision.
Any legal suit, action, or proceeding arising out of or in connection with or related to these Terms or the Site will be brought solely in a court of competent jurisdiction in the State of Virginia, County of Fairfax, and you irrevocably submit to the jurisdiction of such courts in any such suit, action, or proceeding although we retain the right to bring any suit, action, or proceeding against you for violation of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Your use of the Site may also be subject to other local, state, national, or international laws.

International Use of Services

Meazure Learning makes no claims that the Services are appropriate for use outside of the United States. You may not use the Services or any component of the Services in violation of United States or foreign export laws and regulations. Access to the Services may not be legal in certain countries outside the United States. If you use the Services from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

Trademarks

“Meazure Learning” and all related names, logos, product and service names, designs, and slogans are trademarks or service marks of Meazure Learning. You must not use such marks without the express written consent of Meazure Learning. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks or service marks of their respective owners.

Modification to Terms

The effective date of these Terms is posted above. Meazure Learning may modify these Terms at any time at its sole discretion by posting the revised Terms with an updated effective date. Any such revisions become effective immediately and supersede any previous version of these Terms. You should visit these Terms from time to time to review the then current Terms because they are binding on you; it is your obligation to be familiar with the Terms in effect at the time of your use. By continuing to access or use the Site or Services after those revisions become effective, you agree to be bound by the revised Terms and that your access and use is the functional equivalent of your signature and you hereby waive any objection to electronic assent to these Terms, whether based on the Statute of Frauds or similar law, rule, or regulation. A printed version of these Terms shall be admissible in judicial or administrative proceedings based on or relating to use of these Services to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

No amendment or modification of these Terms will be binding unless posted to the Site by Meazure Learning or agreed to in writing and signed by Meazure Learning’s duly authorized representative. We may terminate these Terms at any time by suspending or terminating access to the Site and/or otherwise notifying you of our decision.

Virtual Patent Marking Notice

Meazure Learning provides secure live and automated online proctoring services for academic institutions and professional organizations. Meazure Learning’s technology is used in its services and solutions, sold or offered by the company, its affiliated entities and by its commercial partners.
Meazure Learning’s online test-taking services and solutions, including but not limited to its record, record+ , review+ and live+, or portions thereof are protected by the following patents in the United States and elsewhere. Additional patent applications may be pending. Other Meazure Learning products and services not listed here may be protected by one or more patents in the United States and elsewhere.

Pat. No. 9,601,024
Pat. No. 10,083,619
Pat. No. 10,192,043
USPN 11,205,349
USPN 11,295,626
USPN 12,039,887
USPN 11,790,798
USPN 12,462,702

This page is intended to satisfy virtual patent marking provisions of various jurisdictions and is intended to serve as notice under 35 U.S.C § 287(a) of the America Invents Act.

Entire Agreement

Except to the extent a Services Agreement or Supplemental Terms apply, these Terms and our Privacy Policy constitute the sole and entire agreement between you and Meazure Learning regarding access or use of the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

Contact Us

To contact us with any questions or concerns relating to these Terms or the Site, see online options on the Contact Us page of the Site or write to us at ProctorU, Inc. d/b/a/ Meazure Learning, Attn: Compliance, 8609 Westwood Center Drive, Suite 110, Vienna, VA 22182

+1-844-945-1453
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