This Credly Workforce Addendum (the “CWA”) incorporates by reference the Credential Management Agreement by and between Credly and Client, or other agreement between Credly and Client governing use of the Credly Services (the “Agreement”). Unless otherwise defined in this CWA, all capitalized terms used in this CWA will have the meanings given to them in the Agreement.
- Definitions. Capitalized terms not otherwise defined herein have the meanings set forth below.
- “Client Application” means the application(s) listed in the applicable schedule of the Order Form between Credly and Client.
- Data Sharing
- Credly Obligations.
- Credly Offer. During the Term, Credly shall publish an offer via the Services to Earners who have earned Credentials from Client to become Connected Earners (the “Offer”). Credly may publish Client’s name, trademark, and other identifying information about the Client where that Offer appears. Credly will obtain the consent of the applicable Earner to share Connected Earner Data with Client.
- Data Elements. When an Earner opts into the Offer, Credly agrees to provide Client the data set forth in Schedule A via the Credly API.
- Earner Rights. 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 information with Client at any time. Any such action shall revoke the right of Client to host 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.
- Issuer Rights. At any time during the Term, an Issuer may revoke a Credential from an Earner or may discontinue their use of the Services and revoke all Credentials from the Services. Such a decision by an Issuer shall not constitute a breach of this Agreement, nor shall Client be entitled to any remuneration by Credly for such action by Client.
- Client Obligations
- Data Elements. If an Earner consents to share Connected Earner Data, and Client chooses to display Connected Earner Data on a registered Client Application, Client shall display all the data elements listed in Schedule 1.
- Internal Use only. Connected Earner Data shared with Client through the Credly API may only be used by Client for internal business purposes and may not be disclosed or marketed to third parties outside of Client.
- Data Refreshing. Client must refresh the Connected Earner Data at least every 30 days or more promptly upon request from an Earner. Client must give Earners an easily accessible and clearly marked way to ask for their Content to be modified or deleted.
- Third-Party Data: Credly makes no representations, warranties, or guarantees regarding the Connected Earner Data or Credential Data that Client may receive pursuant to this Agreement. The Parties agree and acknowledge that the Credentials on the Services are issued by third parties and that the Issuers of the Credentials may revoke, delete, or modify Credentials issued by them at any time. The Parties also agree and acknowledge that 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.
- Personal Data Breach Notification. Client shall notify Credly without undue delay in the event a personal data breach, as defined in the GDPR, occurs that requires Client to notify the competent supervisory authority or other regulator and/or the impacted data subjects.
- 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
- Conflicts. In the event of any conflict between the data protection terms in the Agreement and this CWA, the relevant terms of the CWA will take precedence. In the event of any conflict between the provisions of the SCC (module 1) and the remaining terms of this CWA, the SCC (module 1) shall take precedence.
- Obligations upon Termination. Upon termination of this CWA and any applicable Order Form, Client must irreversibly delete the Personal Information of any Earner received from Credly pursuant to this CWA, including any Connected Earner Data. Notwithstanding the foregoing, Client may continue to process the Personal Information of a Connected Earner pursuant to the Earner’s lawful consent.
- 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.
- Work Product
- Client Work Product. To the extent that Client purchases from Credly professional services related to credential program design, "Work Product" shall mean all information, data, materials, documents, models, designs, drawings, specifications, processes, procedures, techniques, diagrams, methods, and all tangible embodiments of each of the foregoing (in whatever form and media) which are unique to Client and which were conceived, created, reduced to practice or prepared by Credly uniquely for Client pursuant to this CWA and within the scope of Services provided under this CWA, and all Intellectual Property Rights therein. Client will own exclusively all Work Product and Credly hereby assigns to Client all right, title and interest in the Work Product. Work Product, to the extent permitted by law, shall be deemed "works made for hire" (as that term is defined in the United States Copyright Act). Credly shall undertake all acts and assurances reasonably required to register, perfect or enforce such right, title and interest vis-a-vis third parties and subcontractors.
- Pre-Existing IP. Client acknowledges Credly's and its licensors' claims of proprietary rights in all preexisting and non-Client-specific works of authorship and other intellectual property ("Pre-existing IP") Credly uses in its work pursuant to this CWA. Credly grants Client a perpetual, worldwide, irrevocable, nonexclusive, non-sublicensable, royalty-free license to any Pre-existing IP embedded in the Work Product, solely to the extent necessary to make internal use of the Work Product.
- No Other Transfers. Other than as expressly set forth in this Section, no intellectual property shall be transferred to Client by Credly or from Client to Credly pursuant to this CWA.
Data Elements & Display Guidelines
Required to be displayed in Client Application
- Credential Name
- Credential Issue date
- Credential Expiration Date (if existent)
- Credential URL on Credly platform
Credential Display Guidelines
- Leave enough space around the Credential for it to be clear and uncluttered and use images and text at a legible size.
- Clearly display the Credential name, issuing organization, name of the Earner, and dates of issue and expiry (if applicable).
Client may not:
- Display the Credential in the form of a “generic” template that has not yet been issued to a specific individual or organization.
- Alter, stylize, rotate, animate, embellish or attempt to recreate text or images in Credentials.
- Display Credentials in a way that allows graphics or text to encroach on the Credential image.
- Display Credentials in a way that distorts the Credential image.
- Unless authorized by the Issuer of the Credential, Client may not display a Credential in a way that states or implies that the third party is endorsed, approved, or has a prior relationship with the issuing organization.
- Display Credentials alongside text or images that demean or defame the Earner of the Credential or the issuing organization.
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”:
368 9th Avenue, Sixth Floor
New York, NY 10001
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
- 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: firstname.lastname@example.org; Tel.: 800-841-5890