PRO-ED, Inc. Website Terms of Use

Effective Date: October 6, 2025

Welcome, and thank you for your interest in PRO-ED, Inc (“PRO-ED,” “we,” “us,” or “our”) products. Access and use of our websites, including our sites located at  www.proedinc.com, advancedreviewpractice.com, and any other websites, and any mobile applications (referred to herein as the “Site”) that are owned and operated by PRO-ED are subject to this Terms of Use Agreement. The following Terms of Use are a legal contract between you (“you,” “your” or “user”) and PRO-ED regarding your use of the Site.  

Your use of certain products and services available on our Site is subject to all terms, conditions, and policies referenced herein, posted elsewhere on the Site or that are presented to you for acceptance when you log into certain online software products or services or may otherwise binding on you through your use of any products or services, such as the PRO-ED End User License Agreement, qualification requirements for test purchase, product return and refund policies and/or product purchase order terms, or Field Examiner terms (referred to collectively herein as “Supplemental Terms”).  In the event of any conflict between these Terms and any Supplemental Terms, the Supplemental Terms will control with respect to your use or access of the product or service associated with such Supplemental Terms. If your use of any PRO-ED product is governed by the Health Insurance Portability and Accountability Act (“HIPAA”), then the applicable end user license agreement incorporates the PRO-ED Business Associate Agreement.

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. BY ACCESSING, BROWSING, OR USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS IN THIS AGREEMENT, INCLUDING THE PRO-ED WEBSITE PRIVACY POLICY (COLLECTIVELY, THE “TERMS” OR “AGREEMENT”). If you do not agree with these Terms, you may not access or use the Site. If you are accepting these Terms on behalf of an organization, school or entity, you represent that you are duly authorized to bind that organization, school or entity to these Terms.

PRO-ED Site. PRO-ED operates the Site to enable you to obtain information about our products, price quotes, product ordering, journals, qualifications, to contact us, and in some limited instances access certain online products and services offered by PRO-ED. To access and use certain features of the Site, such as placing orders, you will be required to create a personal account or an organization account for your company, organization or educational institution.  To purchase certain assessments requiring qualification levels B or C, you must also complete our User Acceptance Form on which you enter your qualification information. We also have a section on our Site for Field Examiners where you can register as a PRO-ED Field Examiner, access the Field Examiner Portal and see current field testing projects being conducted by PRO-ED Research. 

Clinical Trials: If you are interested in purchasing our products related to outcomes assessments for clinical trials or any drug development, please contact testpermission@proedinc.com.  Customers interested in purchasing PRO-ED products for clinical trials or any pharmaceutical drug development shall not use this website to make product purchases. PRO-ED reserves the right to deny sales of products to customers engaged in clinical trials or drug development, and PRO-ED may also block a customer from using any of PRO-ED’s online test administration and scoring and reporting software.

Customer Accounts. You must have an account with PRO-ED to purchase products on the Site. To create an account, you must be at least 18 years of age or older, an authorized purchaser for your organization, and meet any applicable qualification requirements.  When creating an account on the Site, you will need to enter accurate and complete information including the following in our online form on the Site:  (a) first and last name, phone number, street address, phone email address, and password,  (such information being the “Customer Account Data”) and (b) maintain and promptly update the Customer Account Data to keep it true, accurate, current and complete. You are responsible for the security and confidentiality of your password and account. You are also responsible for taking precautions and providing security measures best suited for your situation and intended use of the customer account and the  Site. Additionally, you are responsible for any and all activities that occur under your account, including the purchasing of products. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. We have the right to provide user billing, account, content or user records, and related information under certain circumstances (such as in response to legal requirements, lawful process, order processing, subpoenas, or warrants, or to protect our rights, customers or business) to third parties.

PRO-ED may contact you via the contact information you provide to register an account or through information provided through your initiation of contact with us (e.g., through the “Contact Us” feature of the Site). By providing such contact information, you consent to receive communications from PRO-ED via that contact information. We may use your email address to send you information about the PRO-ED Site, our products and services, events, field study projects, research surveys and special offers. You may opt-out of such email by changing your account settings, using the “unsubscribe” link in the message, or by sending an email to privacy@proedinc.com. However, if you opt-out please understand that you will continue to receive communications related to your account, product updates and transactions.

Privacy Policy. PRO-ED is concerned about the privacy and safety of users of the Site.  Please carefully read the PRO-ED WEBSITE PRIVACY POLICY, which is an important part of these Terms, and which include details related to PRO-ED’s collection, use, and disclosure of your personal information.

Changes to Terms. PRO-ED has the right to change or modify the Terms at any time, including any Supplemental Terms and the Privacy Policy applicable to your use of the Site.  Such changes or modifications shall be effective immediately upon notice, which may be given by means including, but not limited to, posting within the Site, or by electronic or conventional mail, messaging, or by any other means by which you may obtain notice. Any use of the Site by you subsequent to such notice shall be deemed to constitute your acceptance of such changes or modifications.  Accordingly, you should review the Site and these Terms regularly to keep yourself apprised of any future changes.

Products and Pricing.  PRO-ED reserves the right to amend any of its pricing at any time without prior notice, and the pricing in effect at the time of your purchase shall apply. PRO-ED further reserves the right to correct pricing inaccuracies, errors, or omissions, and is not required to supply you with products or services at an incorrectly displayed price, as determined in PRO-ED's sole discretion. PRO-ED, without any penalty or liability, also reserves the right, at any time and without notice to you: (1) to publish or replace current PRO-ED Products with new, revised, or updated products at any time; and (2) to place any PRO-ED Product “out of print” or otherwise discontinue offering a PRO-ED Product for purchase.

User License. PRO-ED grants you a limited, revocable, non-exclusive, non-transferable license to access and make personal, noncommercial use of the Site (including but not limited to any text, sample test questions, photographs, images, illustrations, designs, audio clips, video clips, “look and feel,” metadata, data or compilations, all also known as the “Content”);  You shall not download (other than page caching or unless otherwise allowed by PRO-ED or permitted by law) or modify all or any portion of the Site. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you.

Use of the Site for any purpose other than as contemplated in the Terms is a violation of PRO-ED’s and/or its licensors’ copyright and proprietary rights. Neither PRO-ED nor its licensors guarantee the accuracy or completeness of any information or content on the Site. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. All rights not expressly granted herein are reserved by PRO-ED.

Certain features of the Site may be provided by third parties and the use of such features may be conditioned upon your agreement to such third parties’ terms of use and privacy policies. You understand that the Terms applies only to the parts of the Site that reside on PRO-ED’s (or its service provider’s) servers and not to those that reside on third-party servers not controlled by PRO-ED.

Prohibited Use and Conduct. You are expressly prohibited from any conduct that: (1) threatens the security, integrity, or availability of the Site, content, PRO-ED, its employees, its agents or any third party; (2) provides or facilitates access to the Site or content by unauthorized users or services; and/or (3) results in prohibited duplication, transmission, or exposure of the Site or any content. You shall not use the Site or content in violation of these Terms, or any applicable local, state, national, or international law or regulation. Nor shall you use the Site or content in a manner which threatens the security, stability, or integrity of the Site or networks connected to the Site ("Service Network"). Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you. Without limiting the foregoing, you acknowledge and agree that you will NOT take any action to:

• re-sell or any commercial use of the Site or any Content;
• collect and use of any product listings, descriptions, or prices;
• any derivative use of the Site or any Content;
• any downloading or copying of account information for the benefit of another merchant or entity;
• provide archived or cached data sets containing content to another person or entity;
• impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; including using another person's account credentials (including passwords) or making your account credentials available to others;
• use any meta tags or any other “hidden text” utilizing our name or trademarks;
• frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of PRO-ED, its content providers or its affiliates;

• use the Site or any content for the development of any software program, model, algorithm, or generative AI tool, including, but not limited to, training or using the content or the Site or any portion thereof in connection with the development or operation of a machine learning or artificial intelligence (AI) system (including any use of the content for training, fine tuning, or grounding the machine learning or AI system or as part of retrieval-augmented generation);
• introduce viruses, trojans, worms, logic bombs, or other material that is malicious or technologically harmful;
• attack our Site via a denial-of-service attack or a distributed denial-of service attack (a breach of this provision would commit a criminal offense and we will report any such breach to the relevant law enforcement authorities and we will cooperate with those authorities by disclosing your identity to them, and in the event of such a breach, your right to use the Site will cease immediately);
• violate any measure employed to limit or prevent access to the Site or otherwise obtain or attempt to obtain through any means any Content, functionality, or other information which has not been intentionally made available to you either by visible display on the Site or access through a visible link on the Site;
• decompile, reverse engineer, or otherwise attempt to obtain the source code of the Site or any of our online software that may be available from the Site;
• attempt, in any manner to gain unauthorized access to our Service Network, attempt to gain unauthorized access to our Site, the server on which our websites are stored or any server, computer or database connected to our Service Network, obtain the password, account credentials, or other security information from or of any other user, or otherwise violate the security of the Service Network or access encrypted codes;
• interfere with or disrupt (or attempt to interfere with or disrupt) the proper working of the Site or Service Network, or violate any requirements, procedures, policies or regulations of the Service Network; take or attempt any action that, in the sole and absolute discretion of PRO-ED, imposes or may impose an unreasonable or disproportionately large load or burden on the network, disrupts the normal flow of data, or threatens the stability of the Site and/or Service Network; or
• engage in any conduct which, in PRO-ED’s sole and absolute discretion, diminishes the pedagogical or commercial value of the Site or any Content, infringes any proprietary rights in the Site or any Content, or otherwise violates these Terms.

Copyright and Trademark Notices. The Site, content and any supporting software are the proprietary materials of PRO-ED and/or its licensors and are protected by copyright and other intellectual property laws. The reproduction, redistribution, modification or publication of any part of the Site and any Content without the express written consent of PRO-ED and/or its licensors is strictly prohibited.

Any use the Site or any content for the development of any software program, model, algorithm, or generative AI tool, including, but not limited to, training or using the content or the Site or any portion thereof in connection with the development or operation of a machine learning or artificial intelligence (AI) system (including any use of the content for training, fine tuning, or grounding the machine learning or AI system or as part of retrieval-augmented generation) is strictly prohibited;

Use of robots, bots, spiders, crawlers, scripts, code, software, or any manual or automatic device, program, tool, algorithm, process, or methodology designed to data mine or scrape the material, content, data, or information from the Site or any content, or otherwise use, access, acquire, copy, collect, or monitor the material, content, data, or information from the Site using automated means and without the prior written permission of PRO-ED  is strictly prohibited.

Unless otherwise indicated, trademarks that appear on these Site are trademarks of PRO-ED. All other trademarks not owned by PRO-ED that appear in the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by PRO-ED. You agree not to display, disparage, dilute, or taint our trademarks or use any confusing similar marks or use our trademarks in such a way that would misrepresent the ownership of such marks. Any permitted use of our trademarks by you shall be to the benefit of PRO-ED.

Test Security and Nondisclosure. The copying, duplication, distribution or other use of PRO-ED’s test materials without our specific written permission constitutes copyright infringement. In addition, disclosure of test content, whether intentionally or unintentionally, threatens the ongoing validity of the test results, the continued utility and value of the relevant test instrument, and, correspondingly, its commercial value. Understandably, PRO-ED takes specific measures to protect the security and validity of its testing instruments and assessments, including establishing policies restricting use of copyrighted materials, monitoring the use of copyrighted materials, instituting written guidelines for providing parental access to children’s/student’s test results, and reinforcing the importance of complying with copyright laws.  PRO-ED does NOT allow the sharing of its test products with persons who are not involved in diagnostic testing. PRO-ED also does not permit  any resale of test products on consumer platforms like Amazon, eBay, Craigslist or any other method in which the buyer is not vetted under PRO-ED's test qualification standards.

PRO-ED also takes test security seriously. We require that only qualified individuals can purchase our products and these are generally professionals that are subject to professional ethical standards related to test confidentiality and security. Breach of test security threatens the validity of the tests and, therefore, the tests’ value as measurement tools. Breaches of test security also impacts the commercial value of our products.

For Schools, PRO-ED does not permit the copying or disclosure of its tests including any items, questions, subtests, or other components, to any parents, guardians or students. FERPA (the U.S. Family Educational Rights and Privacy Act) does not require disclosure of test materials.  We understand that  schools may need to provide a student or their parent or guardian responses to their test and that there may be a need to allow a parent/guardian/student to view a specific test item; however, this information should not be copied.

Also, in the instances of any litigation, copies of PRO-ED’s test materials should not be disseminated to parties or their counsel or made available to the public. It is also critical that any litigation records concerning test materials are subject to a protective order that prohibits the copying or sharing of any information that would reveal the contents of testing materials. Our test materials should also not be disclosed in any public records request.

Ownership. The Site and content is owned and operated by PRO-ED and the content are protected by copyright  of PRO-ED and/or its licensors and may alternatively be protected as trade secret protections. All right, title, and interest in and to the Site, any content and intellectual property, are and will remain exclusively with PRO-ED.  Nothing in these Terms establishes a license for you to use PRO-ED’s source identifiers, including its brands, marks, or logos, without the prior written consent of PRO-ED.

PRO-ED prohibits the release of copies of its tests including any items, questions, forms, manipulatives, subtests or other test components. Our tests are valuable assessment instruments that are widely used throughout the field of educational and clinical testing. The copying of our tests does not fall under the “fair use” exception of copyright law because, among other reasons, copying has a significant detrimental effect on the potential market for the copyrighted works.

Moreover, PRO-ED’s publications include assessment instruments that are the results of years of research, analysis, field testing and efforts by experienced authors. Unauthorized use of their work denies those authors compensation for their work. Therefore, PRO-ED prohibits unauthorized copying, distribution, or other use of tests or other materials from PRO-ED.

Links to and from other Websites. The Site may contain links to the websites of third parties, or our resellers and partners, may have links to our Site. These third parties include journal publishers, e-book providers, and social media sites. Because we do not control such third party sites, you acknowledge and agree that PRO-ED is not responsible for and has no liability for the functionality, actions, inactions, privacy settings, privacy policies, terms, or content of any such website. PRO-ED reserves the right to terminate any link at any time without notice. Before accessing any third-party website or sharing content via a social site, PRO-ED strongly recommends that you review and understand the terms and conditions and privacy policies of such third-party website. Any links to third-party websites do not constitute an endorsement by PRO-ED of the third-party website, products, or services. Your use of third-party websites and resources is at your own risk. All financial transactions made through the Site will be processed by a third-party payment processor.  

Termination. These Terms shall remain in full force and effect while you use the Site unless your access to the Site or your account is terminated as provided in these Terms. PRO-ED, in its sole discretion, may terminate your access and use of the Site or your account immediately at any time, for any reason, with no penalty, and at such time you will have no further right to use the Site. You may terminate your PRO-ED account at any time by following the instructions available through the Site.

Your Representations and Warranties. As a condition of your use of the Site and content, you warrant to PRO-ED that you will not use the Site or any content for any purpose that is unlawful or prohibited by the Terms, Supplemental Terms, or any other agreement or PRO-ED policy. You agree not to obtain or attempt to obtain or access any materials or information not intentionally made available to you on the Site.

Indemnity. You agree to the extent permissible by applicable law to indemnify and hold PRO-ED and its subsidiaries, affiliates, officers, directors, agents, employees, as well as their successors and assigns, harmless from any actions, claims, costs, liabilities, expenses, and damages, including reasonable attorneys’ fees and expenses, made against PRO-ED by any third party due to or arising from or in connection with your use of the Site or any content, your breach of any representation or warranty, your violation of any of these Terms, or your violation of any rights of another user.  PRO-ED reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify PRO-ED, and you agree to cooperate with PRO-ED's defense of these claims. You agree not to settle any such matter without the prior written consent of PRO-ED. PRO-ED will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

DISCLAIMERS OF WARRANTIES. THE PRO-ED SITE, CONTENT, AND ANY SOFTWARE OR SERVICES MADE AVAILABLE TO YOU THROUGH THE SITE ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE,” AND WITH ALL FAULTS BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, PRO-ED EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SITE AND ANY CONTENT,INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, AVAILABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, NONIINFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, PRO-ED PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SITE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATION, SYSTEM, OR SERVICES, OR COMPUTING DEVICE, OR OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PRO-ED OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

YOU UNDERSTAND AND AGREE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINING OF CONTENT, WEBSITE MATERIALS, SOFTWARE, OR DATA THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS THEREFROM.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

LIMITATION OF LIABILITY AND DAMAGES. PRO-ED AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AS WELL AS THEIR SUCCESSORS AND ASSIGN, SHALL NOT BE LIABLE FOR ANY DAMAGES OR OTHER LIABILITY ARISING FROM NEGLIGENT ACTIONS OR INACTIONS ARISING FROM OR RELATED TO ANY LOSS DUE TO PERSONAL INJURY, PROPERTY DAMAGE, ANY LOSS OF PROFITS, SAVINGS, OR GOODWILL, LOSS OR INACCURACY OF DATA, OR ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSS, COST, EXPENSE (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE) THAT RESULT FROM YOUR USE OF THE SITE OR ANY CONTENT, INCLUDING BUT NOT LIMITED TO YOUR INABILITY TO USE THE SITE OR CONTENT FOR ANY REASON (E.G., UNAUTHORIZED USE OR ACCESS OF YOUR ACCOUNT, ANY INTERRUPTION OF SERVICE, COMPUTER VIRUS) FOR USE OF THE SITE OR ANY CONTENT EVEN IF PRO-ED OR AN AUTHORIZED REPRESENTATIVE OF PRO-ED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, the limitations above may not apply to you.

Time Limitation on Claims. Notwithstanding any applicable statute of limitations or other law that may otherwise provide for a longer period of time to bring a claim, any claim arising out of or in connection with your use of or inability to use the Site or the Content must be brought within one (1) year after the event or such claim is barred.

Governing Law and Venue. These Terms shall be governed by and construed in accordance with laws of the United States of America and the State of Texas, without giving effect to any principles of conflict of law that would cause the application of the laws of any other jurisdiction Any legal suit, action, or proceeding arising out of or related to these Terms shall be instituted exclusively in Travis County, Texas (federal or state courts). You waive any and all objections to the exercise of jurisdiction over you by such courts and venue in such courts.

No Jury Trial. To the fullest extent permitted by law, each party to these Terms waives its or his or her right to a jury trial with respect to any dispute or other controversy arising from hereunder or your use of or access to the Site.

Export Restrictions. Where the Site or its Content consist of software that is subject to US, EU or any other Export Controls, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government, EU  or other embargo, or that has been designated by the U.S. Government or the EU as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government, EU or any other list of prohibited or restricted parties.

Miscellaneous Information. These Terms and any Supplemental Terms constitute your entire agreement between you and PRO-ED, and supersede any prior agreements between you and PRO-ED concerning the Site and any content. The failure of PRO-ED to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. Any waiver of any provision of the Terms will be effective only if in writing and signed by PRO-ED. If any provision of the Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

Contact Information. You can contact us at privacy@proedinc.com if you have questions regarding these Terms. You understand that the Site is hosted in the United States, and the services provided hereunder are offered by PRO-ED: 1301 W. 25^th Street, Suite 300, Austin, TX, USA.