Proctaroo Terms of Service

1. Introduction and Applicability

Welcome to Proctaroo (“Proctaroo,” “we,” “us,” or “our”), which is a d/b/a of Seea, Inc. These Terms of Service (“TOS”) govern your access to and use of:

• Our websites located at proctaroo.com and any other sites we own or operate (collectively, the “Website”); and

• All of our products, services, and solutions, including proctoring services and related offerings (collectively, the “Services”).

By accessing or using our Website or Services, you (“you” or “your”) agree to be bound by these TOS, as well as our Privacy Policy. If you do not agree with these TOS or our Privacy Policy, do not access or use the Website or Services.

2. Your Representations

By accessing or using the Website or Services, you represent and warrant that:

1. You are of legal age (as defined by applicable law) to form a binding contract with Proctaroo.

2. You have read, understand, and agree to be bound by these TOS and our Privacy Policy.

3. You have all rights, permissions, and authorizations necessary to upload or provide any documents, graphics, content, or other materials you submit through the Website or Services (collectively, “Content”) for our use under these TOS.

3. Scope of Services and Account Registration

1. Scope. Proctaroo provides proctoring and related services that may include the recording, monitoring, or analysis of exam sessions, user activity, or other information, as described on the Website or in additional documentation provided by Proctaroo.

2. Account Registration. In order to use certain features of the Services, you may be required to create an account. You agree to provide accurate, current, and complete information, and to keep this information up to date. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3. Compliance. You agree to use the Services only in compliance with applicable laws, regulations, and any instructions or policies provided by Proctaroo.

4. Intellectual Property

1. Ownership. The Website and Services, along with all trademarks, service marks, logos, content, graphics, text, software, and other materials available on or through them (collectively, “Website Materials”), are owned or licensed by Proctaroo and protected by intellectual property laws. Nothing in these TOS transfers to you any ownership rights in or to the Website, Services, or Website Materials.

2. No Unauthorized Use. You may not reproduce, distribute, create derivative works of, or otherwise exploit the Website, Services, or Website Materials unless expressly authorized in writing by Proctaroo.

   
   

5. License Grant

1. License to You. Proctaroo grants you a personal, revocable, non-exclusive, non-transferable, limited right and license to access and use the Website and Services for your internal, lawful purposes, subject to these TOS.

2. License to Proctaroo. By uploading or providing Content, you grant Proctaroo a non-exclusive, perpetual, royalty-free, fully paid-up, worldwide right and license to use, reproduce, display, host, adapt, and distribute your Content for the purposes of operating, improving, or providing the Website or Services.

6. Use of the Website and Services

You agree not to use the Website or Services in any manner prohibited by these TOS or by law. Without limiting the foregoing, you will not (and will not allow any third party to):

1. Unlawful or Harmful Content

   • Upload, post, transmit, or otherwise make available any Content that:
     a. is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of privacy, hateful, or objectionable;
     b. infringes any patent, trademark, trade secret, copyright, or other proprietary right;
     c. you do not have the right to transmit under any law or contractual/fiduciary relationship;
     d. contains viruses, worms, or other malicious code intended to disrupt, disable, or damage the Website, Services, or systems.

2. Unauthorized Access or Activities

   • Assign, sublicense, rent, lease, loan, sell, transfer, or otherwise provide the Website, Services, or Website Materials to any unauthorized party.

   • Decompile, disassemble, reverse engineer, copy, modify, or create derivative works of the Website, Services, or Website Materials.

   • Impersonate any person or entity, or misrepresent your identity or affiliation with any person or entity.

   • Use automated scripts, robots, or other data-gathering tools to scrape or harvest Website Materials or user data without our express permission.

   • Interfere with or disrupt the Website, Services, or networks connected to them.

   • Remove or obscure any proprietary notices from the Website, Services, or Website Materials.

3. Service-Specific Responsibilities

   • Attempt to bypass or circumvent any security features of the Services, including those used for proctoring or monitoring.

   • Use the Services in a manner that violates the privacy or data protection rights of others, unless you have obtained all necessary consents or rights.

7. Public Areas; User Content and Feedback

1. Public Areas. The Website may include areas where you or other users can post comments, feedback, or other Content (collectively, “Public Areas”). Any information you post in Public Areas may be visible to other users. Proctaroo is not responsible for any Content posted or submitted by you or others in these Public Areas.

2. Monitoring and Removal. Proctaroo has no obligation to pre-screen or monitor Content; however, we reserve the right (but have no obligation) to remove, edit, or refuse to post any Content at our discretion.

3. Feedback. If you provide Proctaroo with suggestions, comments, or other feedback (“Feedback”) about our Website or Services, you agree that we may use such Feedback for any purpose without obligation to you.

8. Privacy and Data Protection

1. Privacy Policy. Please review our Privacy Policy to understand how we collect, use, store, and disclose your personal information. By using the Website or Services, you consent to our collection, use, and disclosure of your personal information as described in the Privacy Policy.

2. Proctoring Services. You acknowledge that when you use our proctoring Services, Proctaroo may collect and process various data, including video, audio, screen captures, biometric data, or other exam-related information. We handle such data in compliance with applicable data protection and privacy laws, and we expect you to only use these Services in compliance with all applicable regulations (e.g., FERPA, GDPR, etc.).

3. Data Security. We implement appropriate security measures to protect your data; however, no system can be guaranteed 100% secure. By using the Website or Services, you acknowledge and accept any associated risks.

9. Changes to the Website or Services

We may, in our sole discretion, add, change, discontinue, or remove any portion or functionality of the Website or Services at any time without prior notice. We also reserve the right to discontinue the Website or Services entirely.

10. Links to Third-Party Sites

The Website or Services may contain links to third-party websites or online resources (“Linked Sites”). Linked Sites are provided for convenience only, and their inclusion does not imply endorsement by Proctaroo. We are not responsible for the content, policies, or practices of any Linked Sites, nor do these TOS or our Privacy Policy apply to them.

11. Indemnification

To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless Proctaroo (Seea, Inc. d/b/a Proctaroo), its parents, subsidiaries, affiliates, officers, directors, employees, agents, vendors, and licensors from and against any and all losses, damages, liabilities, claims, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

1. Your access to or use of the Website or Services (including your inability to access or use them).

2. Any Content you upload, post, or otherwise provide.

3. Your breach of these TOS or any representations, warranties, or covenants made herein.

4. Your violation of any rights of another person or entity.

12. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED HEREIN, THE WEBSITE, THE SERVICES, AND ALL WEBSITE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT ANY WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY DELAWARE LAW, PROCTAROO AND ITS SUPPLIERS, DISTRIBUTORS, AND AFFILIATES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND TITLE. PROCTAROO DOES NOT WARRANT THAT THE WEBSITE OR SERVICES WILL BE SECURE, TIMELY, OR ERROR-FREE.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY DELAWARE LAW:

1. INDIRECT DAMAGES: PROCTAROO AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF REVENUE, PROFITS, DATA, OR USE) ARISING OUT OF OR RELATED TO THE WEBSITE, SERVICES, OR YOUR USE OF OR INABILITY TO USE THEM, EVEN IF PROCTAROO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2. LIMITATION: IN NO EVENT SHALL PROCTAROO’S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO THESE TOS, THE WEBSITE, OR THE SERVICES EXCEED THE AMOUNT PAID BY YOU (IF ANY) FOR ACCESSING OR USING THE WEBSITE OR SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

3. CLASS ACTION WAIVER: YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS CONDITIONED UPON YOUR WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM SUCH USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. WHERE THOSE LAWS APPLY, SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

14. Notices

Any notices required or permitted under these TOS will be deemed to be given:

• By Proctaroo: When posted on the Website or sent via email to the address you provided during account registration (if applicable).

• By You: When sent via email to legal@proctaroo.com or mailed to:

Proctaroo (Seea, Inc. d/b/a Proctaroo)

Attn: Legal Department

3700 Quebec St. Unit 391

Denver, CO 80207

USA

15. Governing Law; Jurisdiction and Venue

These TOS and any dispute arising out of or relating to them, the Website, or the Services are governed by the laws of the State of Delaware, without regard to its conflict of law principles. Any action or proceeding arising out of or related to these TOS must be brought exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction and venue of those courts.

16. Severability

If any provision of these TOS is held to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be replaced by a valid provision that most closely reflects the intent of the original provision, and the remaining provisions shall remain in full force and effect.

17. Assignment

Proctaroo may assign, transfer, or subcontract its rights or obligations under these TOS at any time without notice to you. You may not assign or transfer these TOS or any of your rights or obligations hereunder without Proctaroo’s prior written consent.

18. Digital Millennium Copyright Act (DMCA)

If you believe that any Website Materials or user-submitted Content infringes your copyright, please provide a written notice to our designated legal contact that includes:

1. A physical or electronic signature of the person authorized to act on behalf of the copyright owner;

2. Identification of the copyrighted work claimed to have been infringed;

3. Identification of the allegedly infringing material (e.g., the specific URL), or enough detail that we can locate it;

4. Your name, address, telephone number, and email address;

5. A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

6. A statement that the information in your notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Please send DMCA notices to:

Proctaroo (Seea, Inc. d/b/a Proctaroo)

Attn: Legal Department

3700 Quebec St. Unit 391

Denver, CO 80207

Email: legal@proctaroo.com

19. Modifications

We reserve the right to change these TOS at any time in our sole discretion. If we make changes, we will provide notice by posting the updated TOS on our Website or by other means as legally required. The “Last Updated” date at the top of these TOS indicates when the latest modifications were made. Your continued use of the Website or Services after the posting of any changes constitutes your acceptance of those changes.

If you have any questions or concerns about these TOS, please contact us at legal@proctaroo.com.

© 2025 Seea, Inc. (Proctaroo). All rights reserved.