Acclaim Service Addendum

This Acclaim Addendum (the “Acclaim Addendum”) is entered into as of the Effective Date set forth on the Order Form by and between Credly and Client. The Acclaim Addendum incorporates by reference the Credential Management Agreement or other agreement between Credly and Client governing use of the Credly Services (the “Agreement”) by and between Credly and Client and any exhibits thereto. Capitalized terms not otherwise defined in this Acclaim Addendum shall have the meaning set forth on the CMA

1.  Definitions. Capitalized terms not otherwise defined herein have the meanings set forth below.
   1. “Acclaim Services” means Credly’s proprietary software as a service platform that can be used to create, manage, and display Credentials.  
2. Access to the Acclaim Services
   1. Acceptable Use. Pursuant to an Order Form, Credly shall provide Client access to the Acclaim Services for the sole purpose of creating, managing, and issuing Credentials during the term of the applicable Order Form. Client shall have the ability to authorize and revoke Administrators during the term of the applicable Order Form.
   2. Client Responsibility for Credentials. Client shall have the sole responsibility for creating Credentials, determining and applying the criteria for awarding Credentials to Earners, and revoking Credentials from Earners. Client agrees to not use any third-party trademark or copyright in its Credentials or Credential templates without authorization from that third party.  Credly shall have no obligation to review the accuracy of information entered by Client into the Credly System.
   3. Issuing Process. To issue a Credential, Client shall provide the name and email address of an applicable Earner. The Earner of that Credential shall be invited via the provided email to create an account with the Acclaim Services, subject to acceptance of the Credly Earner terms of service applicable at that time. Credly may communicate directly with Earners regarding the availability, management, and use of their Credentials. Each Earner may enter additional Personal Information, which shall be processed in accordance with applicable laws and regulations and the Credly Earner terms of service. Credly may discontinue Earner’s access to the Acclaim Services if the Earner violates the Credly Earner terms of service.
   4. Right to Host Credentials. Client grants Credly the right to host, maintain, and display Credentials issued by Client. This right survives the termination of this Agreement and any applicable Order Form. Unless Client has revoked a Credential from an Earner, Credly may continue to host, maintain, and display the Earner’s Credential unless and until (i) the Earner violates the Credly Terms of Service, or (ii) a legal tribunal orders that Credly remove the Credential or data relating to the Earner of the Credential, or (iii) the Earner requests that the Credential be removed from the Credly System.
   5. Effect of Termination. A Credential issued by Client, accepted by an Earner, and not revoked by Client at the time of termination will remain maintained and displayed by Credly, subject to the conditions described in this Section 2.
3. Controller-to-Processor Relationship. 
   1. Credly as a Processor. Where the GDPR applies, Client will serve as data controller and Credly will service as data processor (as the term is defined in the GDPR) of personally identifiable Client Data, and this Addendum incorporates the Standard Contractual Clauses Module 2 (Controller to Processor), as provided in the DPA.
   2. Credly as a Controller. To accept a Credential, an Earner directly provides consent to Credly to process the Personal Data of that Earner as required by Applicable Privacy Laws. Upon acceptance of a Credential by an Earner, Credly becomes the controller of such Personal Data, which shall thereafter be processed as Earner Data pursuant to an agreement between the Earner and Credly.

       

4. Survival. The provisions of sections 2(d) and 2(e) will survive any termination, expiration or cancellation of this agreement, regardless of the basis for such termination or cancellation.