Partner Agreement

Parties and Definitions

This Master Services Agreement (the “Agreement”) is between ProctoredAI, Inc., a North Carolina corporation (“ProctoredAI”), and the managed service provider that accepts it (the “Partner”). The Partner accepts it by selecting “I agree” in the console, as section 7.10 describes, or by signing a copy with ProctoredAI. The Partner’s legal name, address and notice email are those recorded in its console account or on the signed copy. The “Effective Date” is the date the Partner’s trial converts, or the date of the last signature on a signed copy.

The Partner is a managed service provider that will use the ProctoredAI platform to deliver AI governance services to its own clients. This Agreement sets the terms for that use. Exhibit A (Service Level Agreement) is part of this Agreement. If they conflict, this Agreement controls.

Definitions. In this Agreement:

“Service” means the ProctoredAI platform: the hosted multi-tenant console, the endpoint agent and browser extension (the “Agent”), installers, updates, documentation, and the support described in Exhibit A.

“Client” means an organization the Partner manages and enrolls in the Service.

“Device” means a computer or Chromebook on which the Agent is enrolled for a Client.

“Device-Day” means a day of enrollment for 1 Device, as counted in the console’s Licensing report, which measures each Device from its enrollment until the earliest of its revocation, its last check-in before revocation, or its Client’s archive, with any part of a day counted as a full day.

“Client Data” means data the Agent or the console collects from Clients’ Devices or users, including events, findings, prompt excerpts as the Client’s capture setting allows, file metadata, and account identities.

“AI Use Policy” means the employee-facing policy document the Service generates for a Client.

“Partner Price” means the price per Device per month that applies to the Partner, as shown in the console or otherwise agreed in writing.

“Billing Date” means the 28th day of each month.

“Coming Soon” means a feature ProctoredAI labels as not yet generally available, such as Email DLP for Microsoft 365 and private app access. Coming Soon features are not part of the Service until ProctoredAI releases them.

1. The Service and Partner Rights

1.1 Access. Subject to this Agreement and payment of fees, ProctoredAI grants the Partner a non-exclusive, non-transferable right during the Term to use the Service, and to deploy the Agent on Clients’ Devices, to deliver services to its Clients.

1.2 Resale and White Label. The Partner may resell the Service to its Clients as part of its own services, at prices the Partner sets. The Partner may show its own name, logo, and help contact in the Service, and the Service will display “Proctored by” the Partner on Devices, block pages, reports, and AI Use Policies. The Partner may not remove ProctoredAI’s copyright or legal notices. The Partner grants ProctoredAI a non-exclusive license during the Term to display the Partner’s name and logo in the Service as the Partner configures it.

1.3 Users. The Partner may create console accounts for its staff and for Client administrators and viewers. The Partner is responsible for all activity under those accounts, will keep sign-in credentials secure, and will require two-factor authentication or single sign-on for its own administrators.

1.4 Trials. A self-serve trial lasts 30 days and covers 1 Client, with no limit on the number of Devices. Trials run on ProctoredAI’s Terms of Use and are provided “as is,” without the commitments in Exhibit A. When a trial ends without conversion, the console becomes read-only and Devices keep enforcing their last policy; ProctoredAI may close an unconverted trial account 30 days after the trial ends. When a trial converts, the trial Client and its data carry over under this Agreement.

1.5 Changes. ProctoredAI improves the Service continuously and may change it, provided a change does not materially reduce the Service’s core protection features during a paid term, except where a change is required by law, by security, or by a change made by an operating-system, browser, or AI-service vendor. ProctoredAI will give 90 days’ notice before removing a material feature or ending support for an operating system version.

1.6 Updates. Agent updates are delivered automatically and carry ProctoredAI’s release signature. Each Device refuses any release older than the newest it has run. The Partner will not block updates for more than 30 days without ProctoredAI’s agreement.

1.7 Trademarks, Marketing, and the Partner Program. During the Term, ProctoredAI grants the Partner a non-exclusive, non-transferable, royalty-free license to use the ProctoredAI name and logo to market the Service, following ProctoredAI’s brand guidelines. The Partner may present the Service under its own brand as section 1.2 allows. Product claims must match ProctoredAI’s current published materials, and Coming Soon features must be labeled Coming Soon. All goodwill from use of ProctoredAI’s marks belongs to ProctoredAI. Deal registration, internal-use (not-for-resale) licenses, volume bands, the ramp-up rate, SPIFF credits, and marketing materials are governed by the ProctoredAI Partner Program Guide. ProctoredAI may update the guide on 30 days’ notice, but an update will not take away credits the Partner has already earned, a ramp-up rate it already qualifies for, its free internal-use allowance during the Term, or the price protection in section 3.7.

2. Partner and Client Responsibilities

2.1 Client Agreements. Before deploying the Agent for a Client, the Partner will have a written agreement with that Client that (a) authorizes the Partner to deploy the Agent on the Client’s Devices and to engage ProctoredAI as its subprocessor for Client Data, on terms consistent with section 4 and the Data Processing Addendum; (b) requires the Client to meet the notice and consent duties in section 2.2 and the restrictions in section 2.4; (c) recognizes ProctoredAI’s ownership of the Service as section 4.9 provides; (d) states that ProctoredAI gives the Client no warranty, and has no liability to it, except under the Agent installation terms and as data protection law or the Data Processing Addendum requires; and (e) makes ProctoredAI a third-party beneficiary of (b) to (d). Each Client’s right to run the Agent comes from the Agent installation terms in Part 2 of ProctoredAI’s Terms of Use (ProctoredAI.com/terms). Apart from those terms, ProctoredAI has no contract with the Partner’s Clients, and the Partner alone is responsible to its Clients for the services it provides them.

2.2 Monitoring Notice and Consent. The Agent inspects traffic to AI services and to other sites a Client chooses to manage. The Partner is responsible for making sure each Client (a) has the legal right to monitor its devices and users, (b) gives its employees and users any notice and obtains any consent required by law, works council, or contract, and (c) chooses settings, including prompt capture and retention, that comply with the laws that apply to it. The AI Use Policy the Service generates for a Client can support that notice but does not replace legal advice.

2.3 Deployment. The Partner will install, configure, and remove the Agent following the documentation, keep its organization key confidential, and manage uninstall codes through the console.

2.4 Acceptable Use. The Partner will not, and will not let any Client or user: (a) use the Service to monitor anyone without legal authority, or to collect data beyond what the Client’s settings allow; (b) resell or provide the Service except as section 1.2 allows; (c) reverse engineer, decompile, or try to derive the source code or detection rules of the Service, except as applicable law expressly permits; (d) probe, scan, or test the security of the Service without ProctoredAI’s written consent; (e) publish benchmark results of the Service without ProctoredAI’s written consent, although the Partner may share its own evaluations with its Clients and prospects; (f) use the Service to build a competing product; or (g) use the Service in violation of law.

2.5 Health Information. The Partner will not use the Service to process protected health information unless the parties have signed a business associate agreement. Without one, ProctoredAI has no obligations under HIPAA.

2.6 Suspension. ProctoredAI may suspend access for an account, Client, or Device if needed to address a security threat, stop a material breach of section 2.4, or comply with a legal requirement, limited to what is needed. ProctoredAI will give notice before suspending when practical and restore access promptly once the cause is resolved. Suspension for non-payment follows section 3.4.

3. Fees and Payment

3.1 Price. Fees are based on use of the Service: the Partner pays the Partner Price for each Device it enrolls. There are no order forms, no minimum commitment, no hardware, and no setup fee.

3.2 Billable Days. Fees are calculated from the Device-Days in the console’s Licensing report for each billing period, which runs from the day after one Billing Date through the next Billing Date. The fee for a billing period is the Partner Price multiplied by the Device-Days in that period, divided by the number of days in that period. Archived Clients stop accruing Device-Days on the archive date. The Partner can check its Device-Days in the Licensing report at any time.

3.3 Payment. The Partner will keep a valid payment method on file in the console. On each Billing Date, ProctoredAI captures payment for the billing period ending that day, in U.S. dollars, without deduction or withholding, and makes a receipt available in the console. The Partner pays ProctoredAI regardless of whether its Clients pay the Partner.

3.4 Failed or Late Payment. If a payment cannot be captured on the Billing Date, ProctoredAI will notify the Partner, and the Partner will update its payment method within 15 days. Undisputed amounts more than 15 days overdue may accrue interest at 1% per month or the highest rate the law allows, if lower. If an undisputed amount is more than 30 days overdue, ProctoredAI may restrict the console (for example, to read-only) after 10 days’ written notice; Devices keep enforcing their last policy during that restriction. If an undisputed amount remains unpaid 60 days after its due date, ProctoredAI may end this Agreement on written notice, and the Partner will reimburse ProctoredAI’s reasonable costs of collection as the law allows.

3.5 Disputes and Records. The Partner must dispute a charge in writing within 30 days after its Billing Date, in good faith and with reasons. Charges not disputed in that period are final. The parties will work to resolve a dispute within 30 days, and the Partner will pay the undisputed part on time. The console’s enrollment, revocation, and archive records are the basis for billing; ProctoredAI will keep them for 24 months and provide per-Device detail on request.

3.6 Taxes. Fees exclude taxes. The Partner pays any sales, use, value-added, or similar taxes on the Service, except taxes on ProctoredAI’s income. If the Partner is exempt or buys for resale, it will give ProctoredAI a valid exemption or resale certificate.

3.7 Price Changes. ProctoredAI will not increase the Partner Price for any plan or volume band, or change the Device counts that define a band, before the Partner’s 13th full billing period. After that, ProctoredAI may change the Partner Price with at least 60 days’ written notice, effective at the start of a billing period. None of these is a price increase: a change of volume band as the Partner’s Device count changes; the end of an introductory or ramp-up rate when the Partner Program Guide says it ends; and the price of a new plan or feature the Partner chooses to use.

4. Data Protection, Security, Confidentiality, and Ownership

4.1 Roles. Each Client is the controller of its Client Data, and the Partner processes it for the Client. For its own internal-use organization, the Partner is the controller. ProctoredAI is the Partner’s processor or subprocessor, and a service provider under US state privacy laws, acting on the Partner’s documented instructions, which are this Agreement and the settings chosen in the console. ProctoredAI’s Data Processing Addendum at ProctoredAI.com/dpa, including the EU Standard Contractual Clauses it incorporates, is part of this Agreement and applies to Client Data protected by European data protection law. ProctoredAI will countersign a copy on request.

4.2 Use of Client Data. ProctoredAI will use Client Data only to provide, secure, support, and improve the Service, and to comply with law. Improving the Service follows the limits in section 3.3 of the Data Processing Addendum, and a Client may opt out of it as that section describes. ProctoredAI will not sell Client Data, will not use it to train AI models, and will not share it except with subprocessors under section 4.4 or as the law requires.

4.3 Minimization. The Service is designed to collect the minimum needed. Traffic to non-AI sites is not decrypted or logged, except webmail, file-sharing, and collaboration sites a Client chooses to manage, and remote MCP servers a Client approves. Prompt capture is set per Client (None, Redacted by default, or Full). Uploaded files are recorded by name, size, type, and fingerprint; file contents are not stored, except excerpts of matched text as the Client’s prompt-capture setting allows. Each Device’s certificate key stays on that Device.

4.4 Subprocessors. ProctoredAI hosts the console on Google Cloud in the United States. Cloudflare provides TLS termination and network delivery, and Google Workspace sends email. ProctoredAI will keep a current list of subprocessors available on request, give 30 days’ notice of a new subprocessor, and remain responsible for them.

4.5 Security. ProctoredAI will keep reasonable administrative, technical, and physical safeguards, including encryption in transit, hashed passwords and tokens, a tamper-evident audit log, two-factor authentication and single sign-on for console users, signed Agent releases, and encrypted backups.

4.6 Security Incidents. ProctoredAI will notify the Partner without undue delay, and within 48 hours, after becoming aware of unauthorized access to, or loss, alteration, or disclosure of, Client Data, and will share what it knows and the steps it is taking.

4.7 Retention and Export. Events, resolved alerts, and closed exception requests are deleted automatically after the retention period set for each Client (365 days by default), and deleted data leaves backups within 30 days. The Partner may export Client Data at any time through reports, CSV exports, evidence bundles, and the API, and for 30 days after termination.

4.8 Confidentiality. Each party will protect the other’s confidential information with at least reasonable care, use it only for this Agreement, and share it only with people who need it and are bound to keep it confidential. Partner pricing that ProctoredAI has not published, the Service’s non-public features, and this Agreement’s terms are ProctoredAI’s confidential information. Client Data is the Partner’s and its Clients’ confidential information. These duties last during the Term and 5 years after it, and for trade secrets as long as they remain trade secrets.

4.9 Ownership. ProctoredAI owns the Service, its software, documentation, and all improvements. The Partner and its Clients own Client Data. ProctoredAI may use feedback freely, without identifying its source, and may use aggregated, de-identified statistics about use of the Service that identify no Partner, Client, or person.

4.10 Publicity. Each party may name the other as a partner in customer lists, partner directories, and announcements after the other approves the first use by email. Case studies, testimonials, quotes, and naming any Client need written approval from the party, and the Client, named. Either may withdraw approval for future materials at any time.

5. Warranties, Indemnities, and Liability

5.1 ProctoredAI Warranty. ProctoredAI warrants that the Service will perform materially as described in its documentation during a paid term. Counts of supported apps, detectors, and frameworks in marketing materials describe the Service when published and change as the Service is updated. If the Service does not perform as warranted, the Partner’s remedy is for ProctoredAI to fix the problem or, if it cannot within 30 days, for the Partner to end this Agreement and receive a refund of fees paid for the period in which the Service did not perform as warranted.

5.2 Mutual Warranties. Each party warrants that it has authority to enter this Agreement and will comply with laws that apply to its performance.

5.3 What the Service Does Not Do. The Service reduces risk; it does not guarantee that no data will reach an AI service or that a Client complies with any law or framework. Certificate-pinned apps, apps that bypass the system proxy, devices without the Agent, and users with administrator rights can avoid inspection. Compliance reports are evidence for a Client’s own program, not a certification.

5.4 Disclaimer. Except as stated in this Agreement, the Service is provided without other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

5.5 ProctoredAI Indemnity. ProctoredAI will defend the Partner against a third-party claim that the Service, as provided, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and will pay resulting damages and costs finally awarded or agreed in settlement. If such a claim occurs, ProctoredAI may modify the Service, get the right to keep using it, or end this Agreement. This does not apply to claims caused by Partner or Client content, combinations with things ProctoredAI did not provide, or use in breach of this Agreement.

5.6 Partner Indemnity. The Partner will defend ProctoredAI against a third-party claim (including by a Client, a Client’s employee, or a regulator) arising from the Partner’s breach of this Agreement or the law, or from a Client’s monitoring without notice, consent, or authority the Partner was responsible for obtaining under section 2.2, and will pay resulting damages and costs finally awarded or agreed in settlement.

5.7 Indemnity Process. The indemnified party will notify the other promptly, let it control the defense and settlement (no settlement may admit fault for the indemnified party without its consent), and give reasonable help at the indemnifying party’s cost.

5.8 Limitation of Liability. Except as section 5.9 provides, each party’s total liability under this Agreement is limited to the fees paid and payable by the Partner in the 12 months before the event giving rise to the claim. Neither party is liable for lost profits, revenue, or data, or for indirect, special, incidental, consequential, or punitive damages, even if advised of them.

5.9 Exceptions. For a party’s indemnity obligations and for breach of sections 4.5, 4.6, or 4.8, that party’s total liability is limited to 2 times the fees paid and payable in the 12 months before the event giving rise to the claim. The limits in section 5.8 and this section do not apply to the Partner’s payment obligations, the Partner’s willful breach of section 2.4, or a party’s gross negligence or willful misconduct.

6. Term and Termination

6.1 Term. This Agreement starts on the Effective Date and runs for 12 months, then renews for successive 12-month periods unless either party gives notice of non-renewal at least 30 days before the end of the current period (the initial period and all renewals together, the “Term”).

6.2 Termination for Convenience. The Partner may end this Agreement for convenience on 30 days’ written notice.

6.3 Termination for Cause. Either party may end this Agreement if the other materially breaches it and does not cure the breach within 30 days after written notice, or immediately if the other becomes insolvent or stops doing business.

6.4 Removing Clients. The Partner may archive a Client at any time. Fees for that Client stop on the archive date, its Devices stop enforcing so no one’s browsing breaks, and its records are kept for the Client’s retention period.

6.5 Effect of Termination. On termination, the Partner will stop using the Service, uninstall the Agent from Clients’ Devices (the console lets the Partner reset uninstall codes and issue per-Device unlock codes), and pay all fees owed through the termination date. Client Data stays available for export for 30 days and is then deleted, except copies in backups until they expire or that the law requires ProctoredAI to keep.

6.6 Survival. Sections 3 (for fees owed), 4.7 to 4.9, 5, 6.5, and 7 survive termination.

7. General

7.1 Assignment. Neither party may assign this Agreement without the other’s written consent, except to an affiliate or to a successor in a merger, acquisition, or sale of substantially all of its business or assets, on written notice to the other party.

7.2 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, war, internet or cloud-provider outages, or acts of government. This section does not excuse payment obligations.

7.3 Independent Contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, or employment relationship.

7.4 Client Protection. During the Term and for 12 months after it, ProctoredAI will not solicit a Client the Partner enrolled to buy the Service from ProctoredAI directly or from another partner. ProctoredAI will never use Client Data to market to any Client. This does not restrict (a) general advertising that is not aimed at the Partner’s Clients; (b) responding to a Client that contacts ProctoredAI on its own, although while the Partner is still its provider ProctoredAI will refer it back to the Partner; (c) communications the law requires, or that are needed to protect a Client’s security, such as incident notices or help removing the Agent; or (d) anything after this Agreement ends for the Partner’s uncured breach or non-payment. Nothing in this section limits any Client’s choice of provider.

7.5 Governing Law and Venue. This Agreement is governed by the laws of the State of North Carolina, without regard to conflict-of-laws rules. The state and federal courts in Cabarrus County, North Carolina, have exclusive jurisdiction, except that either party may seek injunctive relief in any court with jurisdiction.

7.6 Notices. Legal notices must be in writing and sent by email: to the Partner at its notice email, and to ProctoredAI at [email protected]. A notice is received when sent, unless the sender gets a delivery failure. Support requests also go to [email protected]. Operational notices may also be given in the console.

7.7 Entire Agreement. This Agreement and Exhibit A are the entire agreement on their subject and replace any earlier understanding, including any click-through trial terms for the period after this Agreement starts. Any confidentiality agreement between the parties remains in effect for information shared before the Effective Date. Purchase order terms do not apply.

7.8 Amendments and Waiver. Except as sections 1.5, 1.7, and 3.7 and Exhibit A section A7 allow, changes must be in writing and signed by both parties. A failure or delay in enforcing a right is not a waiver.

7.9 Severability. If any provision is unenforceable, it will be enforced to the maximum extent allowed, and the rest stays in effect.

7.10 Signing and Acceptance. This Agreement may be signed in counterparts and by electronic signature, each of which counts as an original. The Partner may also accept it by selecting “I agree” when converting a trial in the console; acceptance by the person converting binds the Partner, and the Effective Date is the conversion date. Each signer confirms they have authority to bind the party they sign for.

7.11 Third Parties and Export. No third party, including any Client, is a beneficiary of this Agreement. Each party will comply with U.S. export control and sanctions laws.

Exhibit A: Service Level Agreement

This Service Level Agreement (“SLA”) applies to paid production use of the Service. It does not apply to trials or Coming Soon features.

A1. What Keeps Working During an Outage

Enforcement runs on each Device, not in the cloud. If the console is unavailable, the Agent keeps applying the last policy it received, and events wait on the Device (up to 10,000 per Device; beyond that the oldest are discarded) and upload when the console returns. A console outage therefore delays visibility and policy changes; it does not switch off protection. If the Agent itself stops on a Device, AI traffic on that Device is blocked under the default fail-closed setting until the Agent recovers.

A2. Console Availability

ProctoredAI will make the console and the Agent check-in service available 99.5% of the time in each calendar month (“Monthly Availability”), measured by ProctoredAI’s external monitoring at least every 5 minutes.

Monthly Availability = (total minutes in the month − minutes of Downtime) ÷ total minutes in the month × 100.

“Downtime” means minutes in which the console or the Agent check-in service returns errors for all requests or cannot be reached from the public internet. It does not include minutes caused by:

1. scheduled maintenance announced at least 48 hours ahead, up to 4 hours per month, scheduled between 10 PM and 6 AM Eastern Time where possible;
2. emergency security maintenance, announced as soon as practical;
3. factors outside ProctoredAI’s reasonable control, including internet, DNS, or cloud-provider outages beyond ProctoredAI’s systems, and force majeure;
4. the Partner’s or a Client’s equipment, networks, settings, or breach of the Agreement;
5. third-party AI services, browsers, or operating systems, or apps that bypass the system proxy or pin their certificates; or
6. suspension or restriction under section 2.6 or 3.4 of the Agreement.

A3. Service Credits

If Monthly Availability falls below 99.5%, the Partner may claim a credit against the next billing period:

To claim a credit, the Partner must write to ProctoredAI within 30 days after the month ends, listing the dates and times of the Downtime. Credits are capped at 25% of the month’s fees, are applied to the next billing period, have no cash value, expire on termination, and are the Partner’s sole remedy for missing the availability target, except that if Monthly Availability is below 95.0% for 3 months in a row, the Partner may end the Agreement on 30 days’ notice without penalty.

A4. Support

Support is provided by email to [email protected] and through the console, in English, to the Partner’s designated technical contacts. The Partner provides first-line support to its Clients and their users.

Support hours are Monday to Friday, 9 AM to 6 PM Eastern Time, excluding U.S. federal holidays (“Business Hours”); a “Business Day” is any such weekday. Severity 1 issues are also monitored outside Business Hours on a best-effort basis.

Response targets measure ProctoredAI’s first human response, not resolution. ProctoredAI will prioritize Severity 1 issues during Business Hours, and work on them on a best-effort basis outside Business Hours, until they are resolved or a workaround is in place, with updates to the Partner at least every 4 Business Hours.

A5. Incidents and Communication

ProctoredAI will announce console incidents and scheduled maintenance by email to the Partner’s notice email. For Severity 1 incidents, ProctoredAI will send a written summary of the cause and the steps taken within 5 Business Days after resolution. Security incidents follow section 4.6 of the Agreement.

A6. Agent Releases and Compatibility

ProctoredAI supports the versions of Windows, macOS, Linux, and ChromeOS listed in its published documentation, and will give 90 days’ notice before ending support for an operating system version. Critical Agent fixes are released as soon as they are ready and delivered automatically.

A7. Changes to This SLA

ProctoredAI may update this SLA with 30 days’ notice, but no change will reduce the availability target, credits, or response targets during the current 12-month period of the Term.