Terms and Conditions of Use

Last update: February 2026

Welcome to Prometric. We are passionate about creating innovative solutions that empower users everywhere to meet and exceed their professional and educational goals. These Terms & Conditions of Use ("Terms") are between you and Prometric LLC and its affiliates to include Paragon Testing Enterprises Inc. (collectively, the “Company” or “we”). By using any of the Company's platforms, products, or services (collectively referred to as "Services"), you agree to the Terms below. 

1. Acceptance of Terms; Right of Suspension and/or Termination

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS GOVERN THE USE OF OUR SERVICES AND APPLY TO ALL USERS VISITING OR ACCESSING THE SERVICES BY ANY MEANS. BY ACCESSING OR USING THE SERVICES IN ANY WAY, COMPLETING THE ACCOUNT REGISTRATION PROCESS, BROWSING OR DOWNLOADING THE SERVICES, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH THE COMPANY, (3) YOU ARE NOT BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR LOCATION OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ACCEPT THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES. 

Any violation(s) of these Terms shall result in an immediate termination of your account and/or removal of access to the Services at Company’s sole discretion.  

2. Changes to Terms

We reserve the right to modify these Terms at any time. We will post the amended terms on our website, and it is your responsibility to review these Terms periodically. Any such modifications become effective immediately and supersede and replace any previous version of these Terms. Your continued use of our Services after we post modifications constitutes your acceptance of the amended Terms. 

3. Access and Use of Services and Prometric Content 

You acknowledge and agree that the Services and any information or materials, study guides or preparation materials related to the Services including assessment content, test items, scoring outputs, reports, analytics, and other materials made available through or generated by the Services (“Prometric Content”) are the property of the Company or its suppliers and are proprietary to them. The Company and its suppliers and licensors hold all rights to the Services and Prometric Content, including but not limited to copyright, trademark, patent, trade secret, licensing, and other intellectual property rights. The Company shall also retain copyright, trademark and trade secret rights on any unpublished statistical procedures or processes, reports, bulletins, or manuals, which the Company may disclose to you in performing Services under these Terms.  

During the applicable term of your agreement for Services you are subject to the payment of any fees in any applicable order form, schedule or other agreement with the Company and your compliance with the terms of such order form, schedule or other agreement, the Company grants you a limited, revocable, non-transferable, and non-exclusive license to access and use our Services and Prometric Content solely for your internal business, professional, or educational purposes, consistent with the services as provided in accordance with these Terms and any other agreement governing your use of and access to the Services and Prometric Content. You acquire no right, title or interest in the Services or Prometric Content except for the limited access license granted to you herein, and the Company reserves all rights in and to the Services and Prometric Content. 

Where an organization, including, without limitation, a school, district, employer, or testing center (“Organization”) licenses the Services, that Organization may permit its authorized personnel, staff, or enrolled participants to access and use the Services on its behalf, provided that the Organization ensures such users compliance with these Terms. Organizations are solely responsible for obtaining all necessary consents or authorizations (including parental or guardian consent for minors where required by law) for the acts and omissions of their authorized users and for the access and use of the Services in compliance with all applicable laws and regulations. 

Any advertisements on the Company websites are invitations to make offers to purchase products and Services and are not offers to sell. Your properly completed and delivered order constitutes your offer to purchase the products and Services referenced in the order. Your order will be deemed accepted by the Company when the Company processes payment for your order or sends (by email) an order acceptance notice to you, whichever is sooner. The Company will deliver products to you electronically or by physical shipment, as specified in your applicable accepted order. 

4. Account Creation and Security 

4.1    If you create an account on any of our platforms, you are responsible for maintaining the confidentiality of your account and password. You agree not to share any usernames, passwords and network links or connections with any other party, without express written permission of the Company. You agree to accept responsibility for all activities that occur under your account or any accounts established or managed by you on behalf of authorized users. You are solely responsible and liable for all loss, damage and expense that you, the Company or any other person may suffer or incur as a result of your submission of any false, inaccurate, out of date or incomplete information, your failure to promptly update your information if it changes, or any other breach of your obligations under this section. As an Organization, you will be solely responsible for the quality, suitability, integrity, and legality of all customer data provided or controlled by the Organization, if any, and for obtaining any third-party permissions needed in relation to the data. 

4.2    If an Organization or other entity establishes or manages accounts for multiple authorized users, that entity is responsible for ensuring that such users comply with these Terms. Organization will not permit access to or use of the Service for any other purpose, or in violation of any applicable restrictions, or by anyone other than authorized users. As an Organization you will keep confidential and not disclose to any third parties, any user identifications, Registration Numbers, passwords, or other similar information for the Services. 

4.3    You must promptly notify the Company of any unauthorized use of your account or any other security breach. The Company reserves the right to refuse service, terminate accounts, remove or edit content, or cancel services at our sole discretion.  

4.4    You may have only one (1) account and may not create an account for any other person (except as set in article 5). Your account and credentials are personal to you and may not be shared with or used by any other person.  

5. Authorized Representatives 

5.1    The Company in its discretion may permit you to use procedures prescribed by the Company to appoint another person or legal entity (an “Authorized Representative”) to act as your agent and representative in all dealings with the Company, including for purposes of creating, administering and using your account, submitting and processing your orders for products and Services and related transactions, and exchanging on your behalf documents and information (including your confidential information, personal information and Test scores) with the Company.

5.2    By appointing your Authorized Representative in accordance with the Company’s prescribed procedures, you authorize the Company to deal with your Authorized Representative as your authorized agent and representative for all purposes unless and until your appointment of your Authorized Representative is terminated. You hereby acknowledge and agree that: 

1. your Authorized Representative may accept and agree on your behalf to all of the Company’s applicable customer agreements and policies (including these Terms), as amended from time to time; and
2. you are bound by, and fully responsible and liable for, all acts and omissions (including wrongful conduct and use of your confidential or personal information or your account) by or on behalf of your Authorized Representative. 

5.3    You or your Authorized Representative may terminate the Authorized Representative’s status at any time using the online procedures prescribed by the Company from time to time or by contacting our Customer Support.  A termination request submitted by you or your Authorized Representative will not be effective unless and until the request is actually received and processed by the Company’s personnel. The Company in its discretion may terminate your Authorized Representative’s status at any time without any prior notice to you or the Authorized Representative. If your Authorized Representative’s status is terminated, then you alone will have control over your account (in accordance with applicable procedures prescribed by the Company in its discretion from time to time) and the Company will no longer accept your Authorized Representative’s orders or requests on your behalf.

6. Test Session Requirements 

6.1 Test Registration 

Your registration for a test session is specific to the test session on the date and at the location specified in your registration. If you fail to attend the test session specified in your registration, you may be required to register for another test session and pay the applicable registration fee. 

6.2 Test Requirements – Computer Skills

You acknowledge that tests are administered by computer and require basic computer skills (using a mouse and typing), and you will not be entitled to retake a test or receive a refund of fees if you lack the computer skills required to take the test or if your lack of required computer skills adversely affects your performance on the test or test score. 

6.3 Reporting Irregularities

You agree to promptly report to the Company any irregularities in the administration of a test or any cheating or other misconduct by any examinee regarding a test, whether before, during or after the relevant test session. 

6.4 Modifications to the Test Session or Cancellation

It may be possible to modify or cancel your test session registration if permitted by your test sponsor, however fees may apply to such modifications or cancellations. The Company may reschedule or cancel a test session in accordance with these Terms and your test sponsor policy.  

6.5 Testing Procedures/Administration 

When you attend a test session, you agree to provide certain written information and certify that the information you provide is true, accurate, current and complete. In addition, you agree to bring with you the original government-issued identification documents referenced in your test registration for identity verification purposes and provide the same identification at any time during the test session upon request to a test administrator for verification purposes.  

If you fail or refuse to promptly produce your identification documents upon request by the Company or the relevant test session administrator, or if the Company or the relevant test session administrator is unable to verify your identity or confirm the information that you provided, then the Company or the relevant test session administrator in their discretion may cancel your test session registration, terminate your participation in the test session, refuse to score your test answers, and cancel your test scores (if any), and you will not be entitled to a refund of any fees paid for the test session. 

You agree to comply with the instructions of the test session administrator(s) and understand that the Company or the relevant test session administrator at their discretion may cancel a test session, refuse to score a test or release any or all test scores or invalidate any or all test scores, and require that you retake the test if the Company or the relevant test session administrator believes that the security of the test session or the integrity of the test scores may have been impaired or compromised for any reason whatsoever, including as a result of administrative errors (such as improper timing, improper seating, or defective materials or equipment), improper access to test questions, unauthorized interruptions or disruptions during the test session, or cheating (intentional or unintentional) or other misconduct by you or any other person.  

Notwithstanding the foregoing, you understand that if the Company reasonably suspects that you are responsible for or involved in any act or omissions that might have adversely affected the security of the test session or the integrity of the test scores or if you have breached these Terms then the Company in its discretion may refuse to allow you to retake the test or any other test or require that you pay the applicable fee to do so. 

You understand that, without limiting the generality of any other provision of these Terms, the Company may cancel your registration for a test session or invalidate your test score. 

When you register for or attend a test session, you will be given an alphanumeric or numeric code (a “Registration Number”) that may be used to obtain your test score and your related personal information (including identity verification information) from the Company, including through the Company’s automated online systems. You agree to keep your Registration Number secure and confidential at all times, except for disclosures of your Registration Number to persons (e.g. government organizations and other associations, Organizations and entities) that you authorize to obtain your test score and your related personal information from the Company. You are fully responsible and liable for the confidentiality and security of your Registration Number and all use and misuse of your Registration Number. If the Company, in its discretion, considers your Registration Number to be unsecure or to have been used inappropriately, then the Company may immediately cancel or change your Registration Number without any notice to you. 

If your test scores are submitted, or you declare your intention to submit your test scores, to a government organization (e.g. Immigration, Refugees and Citizenship Canada) or any other institution, association, Organization or entity, including a current or potential employer (each an “Authorized Organization”), or if you authorize the Company to disclose your test scores to an Authorized Organization, or if you authorize an Authorized Organization to obtain your test scores from the Company (including by providing your Registration Number to the Authorized Organization), then you consent to the Company disclosing to the Organization, institution, association or entity your name and other personal information (including your photograph and other biometric information as may be applicable) and your test scores and any subsequent changes to your test scores, and you agree that the Company is not responsible or liable for the Authorized Organization’s use or disclosure of the disclosed information and test scores. 

7. Use of Artificial Intelligence Technology 

The Company may employ Artificial Intelligence (“AI”) technology to enhance and deliver our Services. We recommend you review our Commitment to Responsible AI for more information on how we use AI.  By using our Services, you acknowledge and agree to the following: 

1. Our Services may involve AI-generated content, responses, or recommendations, which may not always be reviewed or verified by human staff prior to delivery. Such outputs are provided on an ‘as-is’ basis and are subject to the disclaimers and limitations of liability in these Terms. We implement human oversight for certain AI-driven processes at our sole discretion and in compliance with applicable laws and regulations but make no representation or warranty to you regarding any human oversight verification process as part of AI content, responses or recommendations. You agree to evaluate the accuracy of any AI-generated content and shall not rely on the Company to do so. 
2. While the Company strives for accuracy, given the probabilistic nature of machine learning, and AI, use of our AI technologies may in some situations result in content that contains errors, inconsistencies, biases, or output that does not accurately reflect the action generated. Despite our best efforts, we provide no warranty regarding its accuracy, completeness, or fitness for a particular purpose. You agree to use such content at your own risk and discretion.
3. The Company strives to comply with applicable AI regulations, but you acknowledge that legal requirements in this evolving field may change, potentially affecting our Services and your use of these Services. You agree to comply with all applicable laws and regulations in connection with your use of the Services. Where you are an Organization or institution that permits multiple authorized users (for example, a school, district, employer, or testing center), you are responsible for ensuring that such users use of AI features complies with applicable law. This includes, where relevant, obtaining all required consents or authorizations (such as parental or guardian consent for minors) and complying with applicable transparency requirements for the use of AI. 

8. Use of Global Vouchers / Coupons 

In the event you are using Prometric’s Global Voucher Purchasing system or related program, the following terms and conditions apply: 

1. Each voucher/coupon includes information about the test for which it is valid, the expiration date and other terms and conditions for its use.  
2. Each voucher/coupon may be redeemed by registering for the applicable test.
3. Vouchers/coupons are not transferable between programs and are not returnable or refundable unless bundled with Microsoft related courseware. In such cases, any resale and/or transfer of Microsoft vouchers/coupons is expressly prohibited.
4. Vouchers/coupons have an expiration date determined by the test sponsor, which is communicated to you at the time the voucher is granted (referred to as an Order End Date), and therefore must be redeemed and the exam taken prior to the Order End Date.  After this date they will no longer be valid.  
5. Once a voucher/coupon has expired or has been used to register for an exam where a candidate does not show up for the exam, it cannot be extended or reinstated and the fee paid is forfeited.
6. Discounts on voucher/coupon purchases must be applied at the time of order.  
7. Pricing for each applicable voucher/coupon order shall be based on the information supplied. If on receipt of your order confirmation, you believe that you have not received the pricing to which you are entitled, please contact Prometric customer support.  
8. The purchaser of vouchers/coupons is responsible for communicating all terms and conditions to anyone to whom they supply the vouchers/coupons.  
9. Vouchers/coupons should be considered similar to cash. The purchaser should safeguard them and is responsible for tracking their issuance to test candidates. Prometric does not provide redemption information to voucher purchasers. 

9. Use Restrictions of the Services

When using the Company Services, you agree not to: 

1. Reproduce, copy, duplicate, or modify, any portion of the Prometric Content, including any assessment or testing materials, remove any proprietary notices, or create or enable the creation of derivative works based thereon, engage in any act for competitive purposes, without express written permission from the Company.
2. Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Prometric Content.
3. Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain unauthorized access to any software component of the Services or any other systems or networks connected to the Services, in whole or in part.  
4. Access or use Services for purposes of monitoring performance or functionality.
5. Upload to the Service(s) (without express written permission from the Company) or use the Service(s) to send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs.
6. Use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right, including without limitation a third party’s privacy rights, or that violates any applicable local, state, national, or international law.
7. Probe, scan, penetrate, or test the vulnerability of the Services or servers or networks connected to the Services or breach the Company’s security or authentication measures, whether by passive or intrusive techniques, without the Company’s express written consent.
8. Disseminate any portion of the Services or Prometric Content through electronic means, including web content, e-mail, bulletin board postings, chat and any other type of posting or transmission that relies on the internet; or disclose any test materials or test content including your answers to any other person.
9. Take any action through the Services that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane.
10. Use AI-generated outputs from the Services to develop competing products or services, or in a manner that misrepresents such outputs as professional advice or guidance.
11. Permit any authorized user to violate these restrictions or fail to ensure that all authorized users comply with them.
12. Cheat, intentionally or unintentionally, when you take a test; or encourage or assist any other person to cheat on a test. 

Notwithstanding any other provision of these Terms, if you breach these Services, in addition to all other lawful remedies, the Company in its discretion may:  

1. cancel your registration for any and all pending test sessions;  
2. refuse to score your tests and cancel any or all of your scores on any or all previously taken tests;  
3. refuse to accept your registration for any future test sessions; and  
4. refuse to give you a refund of fees paid for test sessions, testing services or Prometric Content. 

10. Intellectual Property Rights 

10.1 Prometric Content 

All content provided on our platforms or through our Services is owned by or licensed to the Company and protected by United States and international intellectual property laws. You may not reproduce, copy, transmit, distribute, download, or use Prometric Content without prior written consent of the Company. 

10.2 Trademarks 

The Company name, Company trademarks, and all related names, logos, product and service names, designs, and slogans are trademarks of Company or its affiliates or licensors. You must not publish or otherwise use such marks without Company’s prior written permission. All other names, logos, product and service names, designs, and slogans on this website are the trademarks of their respective owners. 

10.3 User Content

10.3.1    License to the Company

By submitting, posting, or displaying content on or through our Services "User Content" (e.g. test answers), you grant the Company a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content solely as necessary to operate, support, secure, and improve the Services, and to comply with applicable legal and contractual obligations.  

You authorize other persons to use and exploit, your User Content (without disclosure of your name or other identifying information) in any manner and using any and all forms, media and technologies now in existence or developed in the future for any and all purposes, including to advertise, promote and market the Company’s services, to the extent permitted by applicable law or agreements. all without any compensation or attribution to you, and you hereby unconditionally and irrevocably agree to not exercise any moral rights and where applicable to waive and agree to waive in favor of the Company and its successors, assigns and licensees all moral rights and rights of authorship and attribution that you have in, to, or associated with your User Content. 

10.3.2 Representations and Warranties

You represent and warrant that:

1. You own or have the necessary rights, licenses, consents, and permissions to use and authorize the Company to use all Intellectual Property Rights in and to any User Content.
2. Your User Content, and the use thereof by the Company, does not and will not infringe, violate, or misappropriate any third-party rights, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.  
3. If you are submitting User Content on behalf of an Organization or institution, you represent that you have obtained all necessary consents or authorizations from affected individuals.
4. Your User Content does not contain any viruses, adware, spyware, worms, or other malicious code.
5. Your User Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third-party sites or boost the search engine rankings of third-party sites, or for other unlawful acts or to mislead recipients as to the source of the material.
6. Your User Content is not defamatory, libelous, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, offensive, or otherwise violates any law or right of any third party. 

10.3.3 Monitoring and Removal

The Company reserves the right, but not the obligation, to monitor, edit, or remove any User Content, at our sole discretion, for any or no reason, without notice.

10.3.4. Feedback

Users may share feedback or suggestions about the services by contacting the company through the contact methods listed on its website. Any feedback you provide is submitted voluntarily, and the company has no obligations, including confidentiality, with respect to it. You represent and warrant that you have all rights necessary to submit feedback. By submitting feedback, you grant the company a royalty free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable license to use, reproduce, modify, adapt, distribute, and otherwise use the feedback in connection with the services. 

11. Processing of Personal Data 

Please review Prometric’s Global Privacy Policy for more information on how the Company protects any information relating to an identified or identifiable natural person (“Personal Data”) it collects and processes.  For Services provided to primary and secondary educational institutions or otherwise involving student or minor information, the Company complies with applicable federal laws and regulations governing the protection of student and child data as detailed in the Company’s Privacy Policy.  You may review our Data Sharing Agreement for more information on how such data is shared with educational institutions and other authorized parties.

The Company may create anonymous, aggregated and/or de-identified data records from the information gathered from use of the Services by you and other users (“Anonymized Data”). You agree that the Company will have the unlimited right to use the Anonymized Data to enhance its product offerings and improve the Services and for any other lawful business purposes.  

In the event of any loss or corruption of data, the Company will use its commercially reasonable efforts to restore the lost or corrupted data from the latest backup of such data maintained by the Company in accordance with the archival procedure established by the Company in its reasonable discretion. The Company’s efforts to restore lost or corrupted customer data pursuant to this section will constitute the Company’s sole liability and the customer’s sole and exclusive remedy in the event of any loss or corruption of data. 

12. Third-Party Service Providers 

The Services may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”) (collectively, the “Third-Party Services”). Access to or use of any Third-Party Content through the Services is provided solely for the convenience of the customer or its authorized users, and only to the extent necessary to enable the functionality of the Services. When you click on a link to a Third-Party Service, we will not warn you that you have left our Services and you become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the Company’s control. The Company is not responsible for any Third-Party Services. The Company provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Service, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.   

13. Disclaimers, Limitations of Liability and Indemnification

Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OR AVAILABILITY OF THE SERVICES, OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON OUR PLATFORMS OR IN OUR SERVICES.

THE COMPANY AND ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE, TIMELY, OR RELIABLE.

ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES, INCLUDNG THE COMPANY CONTENT, IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING OR RELYING UPON SUCH CONTENT.

FROM TIME TO TIME, THE COMPANY MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT THE COMPANY’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

14. Limitation of Liability 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS SUPPLIERS AND LICENSORS AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS (COLLECTIVELY, THE “COMPANY PARTIES”) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS, ALTERATION, UNAUTHORIZED DISCLOSURE OR CORRUPTION OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, OR 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, DEVICES, OR DATA RESULTING FROM YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) THE TOTAL AMOUNT PAID TO COMPANY BY YOU DURING A ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (ii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY ACOMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. 

15. Indemnification

You agree to defend, indemnify, and hold harmless the Company Parties and their successors and assignees from and against any claims, actions, demands, liabilities, losses, damages, costs and expenses including, without limitation, reasonable legal and accounting fees, arising from or relating to your breach of these Terms or your access to, use, or misuse of the Services and/or Prometric Content, to the extent permitted by applicable law. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

16. International Users

The Services may be accessed from countries around the world and may contain references to services that are not available in your country. These references do not imply that the Company intends to announce such feature in your country. The Services are controlled and offered by the Company in the United States of America. The Company makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.

17. Governing Law

For residents of the United States or any non-European Union country: These Terms shall be governed by and construed in accordance with the laws of the State of Maryland and controlling U.S. federal law as applicable, without regard to its conflict of law principles. Venue shall be the courts serving Baltimore County, Maryland. For Paragon Testing Enterprises Inc., these Terms shall be governed by the laws of Canada (Province of British Columbia). To the fullest extent allowed by law, each party waives the right to a trial by jury in any dispute related to these Terms. All claims must be brought individually and not as part of a class, collective, or representative action.

For residents of the European Union, United Kingdom and Switzerland: These Terms shall be governed by and construed in accordance with the laws of Ireland, without regard to its conflict of law principles. 

18. General Provisions 

Electronic Communications 

The communications between you and the Company may take place via electronic means, whether you visit a Company website or other platform or send the Company emails, or whether the Company posts notices on a platform or communicates with you via email. For contractual purposes, you (i) consent to receive communications from the Company in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Company electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”). 

Assignment 

These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without the Company’s prior written consent. The Company may, without your consent, freely assign and transfer these Terms, in connection with a transfer of your underlying order form, schedule or other agreement with the Company, including any of its rights, obligations, or licenses granted hereunder. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. 

Force Majeure

The Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.   

CALIFORNIA RESIDENTS: Consumer Complaints

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Updates

The Company may modify these Terms of Use and any applicable Supplemental Terms from time to time. When changes are made, the Company will update the “Last Updated” date at the top of these Terms and post the revised version on its website. Unless otherwise noted, such changes will take effect immediately upon posting. Continued use of the Services after any update constitutes acceptance of the revised Terms.

Choice of Language

These Terms are being made available in multiple languages for convenience. In the event of any discrepancy or conflict between the translated versions and the English version, the English version shall be deemed the official and controlling policy. 

Notice

Where the Company requires that you provide an email address, you are responsible for providing the Company with a valid and current email address. If the email address you provide to the Company is not valid, or for any reason is not capable of delivering to you any notices required by these Terms, the Company’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to the Company at the following address: Pro-legal@Prometric.com. Such notice shall be deemed given when receipt is confirmed by Company. 

Enforcement

As mentioned in article “Account Creation and Security”, you will promptly notify the Company of any suspected or alleged breach and will cooperate with the Company with respect to:  

1. any investigation by the Company of any suspected or alleged breach; and  
2. any action by the Company to enforce these Terms. 

Waiver

Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

Export Control

You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (A) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (B) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by the Company are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Company products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations. 

Entire Agreement

These Terms constitute the entire agreement between you and the Company regarding the use of and access to the Services and Prometric Content, superseding all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services and Prometric Content.