1. Your Acceptance

a. By using and/or visiting this website (collectively, including all content and data hosted at the Verificient.com domain name, the “Verificient Website,” or “Website”) or any related website, network, application or other services provided by Verificient Technologies, Inc. (the “Company” or “we” and/or “us”), including the ProctorDIY Testing Platform (collectively, “Verificient Services”), you signify your agreement to these Terms of Service (“Terms”), as well as Verificient Technologies, Inc.’s Privacy Policy, which is incorporated by reference. If you do not agree to any of these Terms, please do not use any of the Verificient Services.

b. Unless your Test Sponsor – Academic Institution or other Sponsor Organization, has negotiated separate Terms, (please check with them if you are unsure), the Terms contained in this document are the Terms which apply to your use of our services.

c. Although we may attempt to notify you when major changes are made to these Terms, you should periodically review the most up-to-date version to confirm the details of the policy. Verificient Technologies, Inc. may, in its sole discretion, modify or revise these Terms and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in this agreement shall be deemed to confer any third-party rights or benefits.

2. Online Exam Proctoring Services

a. These Terms apply to your use of the Verificient Services. The Verificient Services include all aspects of the Verificient Testing Platform and its associated product line, including but not limited to all products, software and services offered via the website or otherwise under the name Verificient.

b. The Verificient Services may contain links to third party websites, for example a link to FreshChat to provide support services, that are not owned or controlled by the Company. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Verificient will not and cannot censor or edit the content of any third party site. By using the Verificient Services, you expressly relieve Verificient Technologies, Inc. from any and all liability arising from your use of any third party website.

3. General Use of the Verificient Services – Permissions and Restrictions

The Company hereby grants you permission to access and use the Verificient Services as set forth in these Terms, provided that:
a. You agree not to use the Verificient Services for any commercial use, without the prior written authorization of the Company.

b. In your use of the Verificient Services, you will otherwise comply with these Terms and all applicable local, state, national, and international laws and regulations.

c. Verificient Technologies, Inc. reserves the right to discontinue any aspect of the Verificient Services at any time.

4. Content Use

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the Verificient Services.
a. The content on the Verificient Services, including without limitation, the text, software, scripts, graphics, photos, sounds, videos and the like (“Content”) and the trademarks, service marks and logos contained therein (“Marks”) and the compilation of Content and Marks (meaning the collection, arrangement, and assembly of Content and Marks), are owned by or licensed to Verificient Technologies, Inc., subject to copyright and other intellectual property rights under the law. Content on the Verificient Services is provided to you AS IS for your information and personal access and use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Verificient Technologies, Inc. reserves all rights not expressly granted in and to the Verificient Services and the Content.

b. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein.

c. You agree not to circumvent, disable or otherwise interfere with security related features of the Verificient Services or features that prevent or restrict use or copying of any Content or which enforce limitations on use of the Verificient Services or the Content therein.

5. Warranty Disclaimer

You agree that your use of the Verificient Services shall be at your sole risk. To the fullest extent permitted by law, Verificient Technologies, Inc. and its officers, directors, employees, and agents disclaim all warranties, express or implied, in connection with the Verificient Services and your use thereof. The Company makes no warranties or representations about the accuracy or completeness of the Verificient Website’s Content, the Content of any sites linked to the Verificient Website, or the Content of any of the Verificient Services, and assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of Content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Verificient Services, (iii) any unauthorized access to or use of our secured servers and/or any and all personal information and/or financial information stored therein, (iv) any interruption or cessation of transmission to or from the Verificient Services, (v) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Verificient Services by any third party, and/or (vi) any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available via the Verificient Services. The Company does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Verificient Services or any hyperlinked website or featured in any banner or other advertising, and the Company will not be a party to or in any way be responsible for monitoring any transaction between you and third party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

6. Limitation of Liability

In no event shall Verificient Technologies, Inc. and/or its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, exemplary, or consequential damages whatsoever resulting from any (i) use of the Verificient Services; (ii) errors, mistakes, or inaccuracies of Content available on the Verificient Services; (iii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Verificient Services, (iv) any unauthorized access to or use of, corruption of, interference with, or alteration of our secured servers and/or any and all personal information and/or financial information stored therein, (v) any interruption or cessation of transmission to or from the Verificient Services, (vi) any bugs, viruses, trojan horses, or the like, which may be transmitted to or through the Verificient Services by any third party, (vii) any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of your use of or reliance on any Content posted, emailed, transmitted, or otherwise made available via the Verificient Services; and/or (viii) any other matter relating to the Verificient Services, whether based on warranty, contract, tort, or any other legal theory. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. The Verificient Services are controlled and offered by Verificient Technologies, Inc. from its facilities in the United States of America. The Company makes no representations that the Verificient Services are appropriate for use in all other locations. Those who access or use the Verificient Services from other jurisdictions do so at their own volition and are responsible for compliance with local law in addition to compliance with the U.S. law.

7. Indemnity

You agree to defend, indemnify and hold harmless Verificient Technologies, Inc., and its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, access to, or reliance on the Verificient Services and Content (ii) your violation of any term of these Terms; or (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive these Terms and your use of the Verificient Services.

8. Ability to Accept Terms

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. In any case, no part of the Verificient Services is directed to children under the age of 13. If you are under 13 years of age, please do not use or access the Verificient Services.

9. Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction.

10. General

You agree that: (i) the Verificient Services shall be deemed solely based in Delaware; and (ii) the Verificient Services shall be deemed a passive website that does not give rise to personal jurisdiction over the Company, either specific or general, in jurisdictions other than Delaware. These Terms shall be governed by the internal substantive laws of the State of Delaware. Any claim or dispute between you and the Company that arises in whole or in part from your use of the Verificient Services shall be decided exclusively by a court of competent jurisdiction located in Delaware. These Terms, together with the Privacy Policy and any other legal notices published by the Company on the Verificient Services, shall constitute the entire agreement between you and the Company concerning the Verificient Services. If a court of competent jurisdiction deems any provision of these Terms invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and the Company’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Verificient Technologies, Inc. reserves the right to amend these Terms at any time and without notice, and it is your responsibility to review these Terms for any changes. Your use of the Verificient Services following any amendment of these Terms will signify your assent to and acceptance of its revised terms.

Contact Information
Verificient Technologies, Inc.
1250 Broadway, 36th Floor,
New York, NY 10001
privacy@verificient.com