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1. Acceptance of Terms
This Issuer Terms of Service (the “Issuer TOS”) is entered into by and between Credly, Inc., a Delaware corporation (“Credly”), and Issuer. As used herein, “Issuer” refers to the person or entity accessing, downloading or using the Credly System by means of an issuer account. Credly and Issuer may be referred individually as a “Party” and collectively as the “Parties.”
By accessing, downloading or using the Service, Issuer agrees to be bound by this Issuer TOS. Issuer may wish to print or save a copy of this Issuer TOS for Issuer’s records. Credly reserves the right, at its sole discretion, to update this Issuer TOS at any time. Issuer can review the most current version of this Issuer TOS at any time at the URL for this page (https://info.credly.com/issuer-terms-of-service).
2. Issuer’s Use of the Credly System
a) The “Credly System” is the 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. An Earner means an individual or organization who is issued a Credential by Issuer. 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. Issuer shall have the sole responsibility for creating Credentials, determining and applying the criteria for awarding Credentials to Earners, and revoking Credentials from Earners. Credly shall have no obligation to review the accuracy of information entered by Issuer into the Credly System.
b) A “User” is an individual or entity who is authorized by the Issuer to access the Credly System on behalf of the Issuer or Affiliate under the Issuer’s primary account or an Affiliate Account. Users shall adhere to the terms and conditions of this Issuer TOS and Issuer shall be responsible for the Users’ acts or omissions relating to this Issuer TOS. Issuer shall also have the ability to revoke Users’ access rights. Issuer and Users acting on behalf of Issuer shall have the ability to issue and revoke Credentials during the period which Issuer is permitted access to the Credly System.
d) Issuer grants Credly the right to host, display, maintain, and display Credentials issued by Issuer. Unless Issuer has revoked a Credential from an Earner, Credly may continue to host, maintain, and display the Earner’s Credential unless and until 1) the Earner violates the Earner Terms of Service, or 2) a legal tribunal orders that Credly remove the Credential or data relating to the Earner of the Credential, or 3) the Earner requests that the Credential be removed from the Credly System.
3. Restrictions on Issuer’s Use of the Credly System
a) Credly may, at its sole discretion, immediately remove any Credential or Credly Template 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 or Credential Template 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 in its reasonable discretion that the third party’s allegation has been resolved. Credly also reserves the right to immediately remove any Credential that Credly determines contains information that is misleading or factually inaccurate.
b) Users may not access, use or view the Credly System for any purpose other than to create, manage, and issue Credentials. Except as expressly set forth hereunder, Issuer and Users may not copy, modify, create derivative works from, download, republish, reproduce, transmit or distribute any aspect of the Credly System, whether public or nonpublic, except for Credentials and Credential templates, without the written permission of Credly. Issuer or Users may not attempt to reverse engineer any aspect of the Credly System or attempt to bypass or circumvent any measures employed to prevent or limit access to the Credly System, its underlying algorithms, programming, or other information related to the Credly System. Issuer and Users shall take reasonable steps to ensure that individuals that are not Users do not view, access, or copy any aspect of the Credly System. Issuer and Users shall not use, evaluate or view the Credly System for the purpose of designing or creating any software program or system, in whole or in part, with features or functions similar to any function, feature, or aspect of the Credly System.
c) Issuer and Users shall not use any device, software or routine that interferes or attempts to interfere with the normal operation of the Credly System. 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 Issuer TOS.
4. Responsibility for content
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.
b) Credly shall not be responsible for any hardware, software, or networks outside of the control of Credly.
b) Credly shall obtain all consents required by any applicable law from Earners to store, transfer, and process Profile Information. Credly shall provide a clear and conspicuous notice regarding the uses of Personal Information and will only contact Earners in accordance with the Earners’ expressed consents.
6. Confidential Information; Rights, Use, and Ownership
a) Issuer may use Credly Confidential Information only in connection with Issuer’s use of the Credly System as permitted under this Issuer TOS. Issuer will not disclose Credly Confidential Information to any person, company or other entity (except that such disclosure may be provided to an affiliated or contracted or subcontracted entity or person who is bound by formal contract, including confidentiality provisions of materially similar nature, with Issuer and solely for the purposes described in this Issuer TOS without the prior written consent of Credly or except as otherwise expressly permitted by the terms of this Issuer TOS. Issuer and Users will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Credly Confidential Information, including, at a minimum, those measures Issuer takes to protect its own confidential information of a similar nature. Issuer will not issue any press release or make any other public communication with respect to this Issuer TOS or Issuer’s use of the Credly System. “Credly Confidential Information” includes any information in any form marked or designated as confidential and any information in any form that a reasonable person would understand to be confidential. Confidential Information includes, but is not limited to, trade secrets, computer programs and software (including source codes), processes, technical information, know-how, plans, data, software, specifications, identity of customers and suppliers, financial information, and, Software and business affairs of the party which is treated as confidential by such party; provided, however, that Credly Confidential Information will not include information which, (i) is or becomes publicly available without breach of this Issuer TOS; (ii) can be shown by documentation to have been known to Issuer at the time of Issuer’s receipt from Credly; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by Issuer without reference to the Credly Confidential Information.
b) Issuer shall own all trademarks and copyrights in text and images developed by Issuer that are incorporated into Issuer's Credential designs. Credly is the sole owner of the Credly System and all Credly-created services, enhancements; Credly Confidential Information created by Credly, data collection, processing, analysis, review, and reporting tools; data processing and management systems or processes, including all tangible and intangible items, trade secrets, know-how, processes, and all copyrights and other intellectual property rights pertaining thereto (collectively, the “Credly Intellectual Property”). Issuer agrees that it will not market, parcel, distribute, sell or otherwise communicate the Credly Intellectual Property without the express written consent of Credly. Moreover, it is acknowledged and understood that Credly will have a royalty-free, perpetual license to use or incorporate into the Credly Intellectual Property any suggestions, enhancements, requests, recommendations, or other feedback provided by Issuer.
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. Issuer is responsible for determining its compliance with applicable laws and regulations and Credly makes no warranty or representation regarding Issuer’s compliance therewith.
8. Limitations of Liability
CREDLY WILL NOT BE LIABLE TO ISSUER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Severability. If any provision of this Issuer TOS is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Issuer TOS will remain in full force and effect. Any provision of this Issuer 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. No failure or delay in (i) exercising any right or remedy; or (ii) requiring satisfaction of any condition under this Issuer 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 Issuer TOS are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity or by statute.