Talent Match Service Addendum

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

1. Definitions. Capitalized terms not otherwise defined herein have the meanings set forth below.
   1. “TM Account Data” means the data elements set forth on Schedule A that a Connected Earner consents to share with Client. 
2. Use of Credly Talent Match
   
   1. Subscription. A subscription allows an Authorized User to access the Services. During an active subscription term, Client may add additional subscriptions by executing Order Forms.
   2. Access to Connected Earners. 
      
      1. Subject to consent from an Earner, Credly agrees to provide to Client the TM Account Data elements set forth on Schedule A.
      2. Earners may delete or make private their Credentials or accounts at any time. Earners may also choose to withdraw their consent to share their Personal Data with Client at any time. Any such action shall revoke the right of Client to access such Connected Earner Data and shall not constitute a breach of this Agreement, nor shall Client be entitled to any remuneration by Credly for such action by an Earner.
      3. Client is responsible for the content of its communications to Connected Earners when using the Services or other means of communication, and Credly disclaims all liability for such content, including as to whether such content is legal.
   3. Client acknowledges and agrees that: 
      1. Credentials issued using the Services are issued by third parties and that Issuers may revoke, delete, or modify Credentials issued by them at any time;
      2. Earners may delete or make private their Credentials or accounts at any time;
      3. Connected Earners may also choose to withdraw their consent to share their personal information with Client at any time; and
      4. Credentials may include third-party intellectual property and that Credly does not provide any license, sub-license, or other rights in third-party intellectual property.
   4. Client Use Restrictions. Client agrees that it will not, and will not enable or authorize any third party, to:
      1. Identify or contact Connected Earners without a reasonable and legitimate intent to hire for a bona fide job opportunity or the specific position listed;
      2. Download, reproduce, copy, modify, or distribute the TM Account Data and Credential Data received or accessed from the Services, whether directly or through third parties without the consent of Credly and the Earner
      3. “Spam” or otherwise contact applicants for purposes other than related to the specific employment opportunity described in the posting;
      4. Share any information regarding an Earner’s job search with that Earner’s current employer;
      5. Harass, stalk, or contact any Earner after they have asked not to be contacted;
      6. Solicit Earners by intentional misrepresentation;
      7. Engage in recruitment or hiring practices that would be a violation of the law in Client’s state or country, the state or country where the job is to be performed, or the applicable laws of the jurisdiction that governs this TMA;
      8. Engage in solicitations, communications or transactions that violate any applicable laws or regulations related to the prohibition of employment discrimination, or that violate applicable laws governing legal eligibility to work; or
      9. 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 access, modify, download, query, copy or otherwise collect information from the Services.

3. Privacy. 

   1. Rights of Data Subjects. The Parties are, in their roles as separate Controllers, individually responsible for fulfilling the rights of data subjects regarding the processing of Personal Data transferred under this

   2. Conflicts. In the event of any conflict between the data protection terms in the Agreement and this TMA, the relevant terms of the TMA will take precedence. In the event of any conflict between the provisions of the SCC (module 1) and the remaining terms of this TMA, the SCC (module 1) shall take precedence.

   3. Obligations upon Termination. Upon termination of this TMA and any applicable Order Form, Client must irreversibly delete the Personal Data of any Earner received from Credly pursuant to this TMA, including any Connected Earner Data. Notwithstanding the foregoing, Client may continue to process the Personal Data of a Connected Earner pursuant to the Earner’s lawful consent.

   4. Standard Contractual Clauses. The Parties agree that module 1 (Controller-to-Controller) of the Standard Contractual Clauses as approved by European Commission and set forth at Annex I hereto, shall apply to the transfer of Personal Data from any Credly Affiliate based in the European Economic Area and their member states, Switzerland and the United Kingdom to Client or any of its Affiliates that are based in a third-country that is not deemed to be adequate by the European Commission. Client agrees to Process the Personal Data received from Credly solely for the purpose for which it has received the Personal Data under the Agreement.

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Schedule A

TM Account Data Elements

• Credly Profile First Name
• Credly Profile Last Name
• Credly Profile Bio
• Credly Profile URL
• Credly Credentials
• Earner preferred contact information
• Supplemental information provided by Earner at Earner’s discretion

Annex I

Standard Contractual Clauses (Controllers to Controllers)

Where applicable, the parties hereby enter into the 2021 European Union Standard Contractual Clauses (module 1: Controller to Controller) with Annex I of this TMA superseding and replacing Annex I of the DPA.

A. LIST OF PARTIES

The “data exporter”:

Credly, Inc.

368 9^th Avenue, Sixth Floor

New York, NY 10001

Tel.: 800.841.5890

E-mail: legal@credly.com

The “data importer”: the entity listed as the Client in the Agreement.

Contact information related to the data importer found in the Agreement

each a “party”; together “the parties”.

B. DESCRIPTION OF THE TRANSFER

The personal data transferred may include the following categories of data subjects: Individuals who have accounts on the exporter’s software platform

Purposes of the transfer(s). The transfer is made for the following purposes: Performance of the services provided by data exporter to data importer in accordance with the Agreement.

Categories of data. The personal data transferred may include the following categories of data:

• First Name
• Last Name
• Title
• Employer
• Contact information (email, phone, physical business address)
• Professional life data
• Personal life data
• Localization data

Recipients. The personal data transferred may only be disclosed to the following recipients or categories of recipients: Processing of personal data is limited to those personnel performing services in accordance with the Agreement.

Sensitive data (if appropriate): None

Data protection registration information of data exporter (where applicable): Not applicable

Additional useful information (storage limits and other relevant information): As set forth in the Agreement.

Contact points for data protection enquirier: 

Data importer Contact points for data importer can be found in the Agreement.

Data exporter: Email: privacy@credly.com; Tel.: 800-841-5890