Keep current on the latest trends and developments in the digital credentialing movement.
Revised: March 10, 2020
This Earner Terms of Service (the “Earner TOS”) is entered into by and between Credly, Inc., a Delaware corporation (“Credly”), and Earner. As used herein, “Earner” or “you” refers to the person or entity accessing, downloading or using the Credly System by means of an earner account or who is issued a Credential by Issuer. Credly and Earner may be referred individually as a “Party” and collectively as the “Parties.”
The “Credly System” is a proprietary software as a service platform belonging to Credly that can be used to create, manage, and display Credentials, including related hardware and software (including APIs), third-party software, or systems, including all updates, modifications and enhancement thereto. A “Credential” is a digital representation of an achievement issued to an Earner by Issuer. Credentials include an image and metadata describing the achievement and may include supporting evidence and related information. An “Issuer” is an individual or organization with an Issuer account on the Credly System.
To use the Credly System, you agree that: (1) your Earner account on the Credly System must be in your real name; and (2) you are not already restricted by Credly from using the Services. Creating an account with false information is a violation of our terms, including accounts registered on behalf of others.
You will have the option of making your profile publicly accessible. Publicly accessible profiles will show your first name and last name. You will also have the ability to display your earned Credentials publicly.
a) In registering for the Credly System, you agree to: (1) provide true, accurate, current and complete information about Earner as prompted by the Credly System’s registration form (the "Registration Data"); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Credly has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Credly may suspend or terminate your account and deny you access to the Credly System.
b) You are fully responsible for all activities that occur under your account. You agree to try to choose a strong and secure password and keep your password secure and confidential. You may not share your password with anyone. You agree to notify Credly immediately of any unauthorized use of your password or account or any other breach of security. You are responsible for anything that happens through your account unless you close it or report misuse.
c) Credly may remove your Credentials if 1) you violate this Earner TOS, or 2) a legal tribunal orders that Credly remove the Credential or data relating to you, or 3) you request that the Credential be removed from the Credly System.
a) You acknowledge and agree that the Issuer of a Credential is solely responsible for the criteria for issuance of a Credential, and any dispute relating to the issuance or receipt of a Credential must be resolved solely between the Issuer and the Earner. Issuers may revoke a Credential from the Earner for any reason, and without notice. Credly is not responsible for the validity or veracity of any Credential issued by an Issuer. Credly may collect fees from Issuers.
b) Credly may immediately remove any Credential on the Credly System that contains, consists of, or comprises immoral, deceptive, or scandalous matter; or matter which may disparage or falsely suggest a connection with persons, living or dead, institutions, beliefs, or national symbols, or bring them into contempt, or disrepute. Credly may also immediately remove any Credential that is alleged by a third party to infringe or violate any of that third party’s intellectual property rights or rights of publicity until Credly has determined that the third party’s allegation has been resolved.
c) You may not access, use or view the Credly System for any purpose other than to manage your Credentials. You agree that you will not:
a) Create a false identity on Credly, misrepresent your identity, create an Earner profile for anyone other than yourself (a real person), or use or attempt to use another’s account;
b) Develop, support or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape the Services or otherwise copy profiles and other data from the Services;
c) Override any security feature or bypass or circumvent any access controls or use limits of the Service (such as caps on keyword searches or profile views);
d) Copy, use, disclose or distribute any information obtained from the Services, whether directly or through third parties (such as search engines), without the consent of Credly;
e) Disclose information that you do not have the consent to disclose (such as confidential information of others (including your employer));
f) Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights. For example, do not copy or distribute (except through the available sharing functionality) the Credentials of others without their permission.
g) Violate the intellectual property or other rights of Credly, including, without limitation, (i) copying or distributing our learning videos or other materials or (ii) copying or distributing our technology, unless it is released under open source licenses; (iii) using the word “Credly” or our logos in any business name, email, or URL.
h) Post anything that contains software viruses, worms, or any other harmful code;
i) Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Credly System or any related technology that is not open source;
j) Imply or state that you are affiliated with or endorsed by Credly without our express consent;
k) Rent, lease, loan, trade, sell/re-sell or otherwise monetize the Credly System or related data or access to the same, without Credly’s consent;
l) Deep-link to the Credly System for any purpose other than to promote your profile on the Credly System, without Credly’s consent;
m) Use bots or other automated methods to access the Credly System, add or download contacts, send or redirect messages;
n) Monitor the Credly System availability, performance or functionality for any competitive purpose;
o) Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Credly System;
p) Overlay or otherwise modify the Credly System or its appearance (such as by inserting elements into the Credly System or removing, covering, or obscuring an advertisement included on the Credly System);
q) Interfere with the operation of, or place an unreasonable load on, the Credly System (e.g., spam, denial of service attack, viruses, gaming algorithms);
r) Attempt to access or derive the source code or architecture of the Credly System or Website; or
s) Access the Credly System by any means other than through the interface provided by Credly.
d) Credly shall have the right to monitor and review any information transmitted or received through the Credly System. Credly reserves the right to take reasonable action to remedy a violation of this Earner TOS.
a) All Credentials, information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Service, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that Earner is responsible for all Content that Earners uploads, post, e-mail, transmit or otherwise make available through the Service (“Earner Content”).
b) Credly has no obligation to pre-screen Content (including, but not limited to, Earner Content), although Credly reserves the right in its sole discretion to pre-screen, refuse or remove any Content. Without limiting the foregoing, Credly shall have the right to remove any Content, including but not limited to, Earner Content that violates this Earner TOS or that it deems objectionable.
c) Credly shall not be responsible for any hardware, software, or networks outside of the control of Credly.
b) The Credly System will allow you to share your Credentials on certain third-party websites and applications, including social media. Credly will not transfer your personal information to third parties without your consent. Credly may collect fees from third parties for information transfers that you have consented to.
c) You agree that we will provide notices and messages to you in the following ways: (1) within the Credly System, or (2) sent to the contact information you provided us (e.g., email, mobile number, physical address). You agree to keep your contact information up to date.
d) Please review your settings to control and limit messages you receive from us.
8. Intellectual Property
a) Credly reserves all of its intellectual property rights in the Credly System. Using the Credly system does not give you any ownership in any Credly intellectual property or the content or information made available by Credly or through the Credly System. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. Credly, Acclaim, and other Credly trademarks, service marks, graphics, and logos used in the Credly System are trademarks or registered trademarks of Credly.
a) Credly warrants that the Credly System will work in accordance with its intended purpose. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CREDLY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND CREDLY EXPRESSLY AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OF PERFORMANCE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. Credly does not warrant (i) uninterrupted or error-free operation of the Credly System or (ii) that Credly will correct all defects or prevent third-party disruptions. The warranties hereunder will not apply if there has been misuse, modification, damage not caused by Credly, failure to comply with instructions provided by Credly, or if limited by an Order Form. Earner is responsible for determining its compliance with applicable laws and regulations and Credly makes no warranty or representation regarding Earner’s compliance therewith.
10. Limitations of Liability
TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS CREDLY HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT), CREDLY AND ITS AFFILIATES (AND THOSE THAT CREDLY WORKS WITH TO PROVIDE THE CREDLY SYSTEM) SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT).
IN NO EVENT SHALL THE LIABILITY OF CREDLY AND ITS AFFILIATES (AND THOSE THAT CREDLY WORKS WITH TO PROVIDE THE SERVICES) EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, $1,000.
THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND CREDLY AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF CREDLY OR ITS AFFILIATES HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.
Severability. If any provision of this Earner TOS is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Earner TOS will remain in full force and effect. Any provision of this Earner TOS held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
Waiver. We reserve all rights not expressly granted to you. No failure or delay in (i) exercising any right or remedy; or (ii) requiring satisfaction of any condition under this Earner TOS, and no course of dealing between the parties, operates as a waiver or estoppels of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion or against any other person. The rights and remedies of the parties set forth in this Earner TOS are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity or by statute.
Feedback. We always appreciate your feedback and other suggestions about our products and services. But you should know that we may use them without any restriction or obligation to compensate you, and we are under no obligation to keep them confidential.
Assignment. Earner may not assign or delegate any right or obligation under this Earner TOS, by operation of law or otherwise, without the prior written consent of Credly. Credly may assign or delegate any right or obligation under this Earner TOS, by operation of law or otherwise, without Earner’s consent.
Choice of Law and Forum. This Earner TOS and the relationship between Earner and Credly shall be governed by the laws of the State of New York, without regard to conflict of law principles (other than where there is any conflict with European consumer protection laws that cannot be excluded). Any action, proceeding, controversy or claim between Earner and Credly arising out of or relating to this Agreement shall be brought in the United States District Court for the Southern District of New York or, if federal jurisdiction is not available, in the Supreme Court of New York County, and each party hereby submits to the personal jurisdiction of such courts with respect to such actions.
Keep current on the latest trends and developments in the digital credentialing movement.