Workforce Service Addendum

This Pearson Workforce Addendum (the “PWA”) incorporates by reference the Credential Management Agreement by and between Pearson and Client, or other agreement between Pearson and Client governing use of the Pearson Services (the “Agreement”). Unless otherwise defined in this PWA, all capitalized terms used in this PWA will have the meanings given to them in the Agreement.

1.     Definitions. Capitalized terms not otherwise defined herein have the meanings set forth below.

1. “Client Application” means the application(s) listed in the applicable schedule of the Order Form between Pearson and Client.

2. “Credly Acclaim Services” means Pearson’s proprietary software as a service platform that can be used to create, manage, and display Credentials.

3. "Active Earner" means an Earner who earns a Credential from Client during a given contract year.

2.     Data Sharing.

1. Pearson Obligations

   1. Pearson Offer. During the Term, Pearson shall publish an offer via the Services to Earners who have earned Credentials from Client to become Connected Earners (the “Offer”). Pearson may publish Client’s name, trademark, and other identifying information about the Client where that Offer appears. Pearson will obtain the consent of the applicable Earner to share Connected Earner Data with Client.

   2. Data Elements. When an Earner opts into the Offer, Pearson agrees to provide Client the data set forth in Schedule A via the Credly API.

   3. 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 Pearson for such action by an Earner.

   4. 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 Pearson for such action by Client.

2. Client Obligations

   1. 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.

   2. Internal Use only. Connected Earner Data and Client Deliverables shared with Client through the Pearson API may only be used by Client for internal business purposes and may not be disclosed or marketed to third parties outside of Client.

   3. 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.

   4. Third-Party Data. Pearson 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 Pearson does not provide any license, sub-license, or other rights in third-party intellectual property.

3.     Privacy.

1. Personal Data Breach Notification. Client shall notify Pearson 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.

2. Rights of Data Subjects. The Parties are individually responsible for fulfilling the rights of data subjects regarding the processing of Personal Data transferred under this

3. Conflicts. In the event of any conflict between the data protection terms in the Agreement and this PWA, the relevant terms of the PWA will take precedence. In the event of any conflict between the provisions of the SCC and the remaining terms of this PWA, the SCC shall take precedence.

4. Obligations upon Termination. Upon termination of this PWA and any applicable Order Form, Client must irreversibly delete the Personal Information of any Earner received from Pearson pursuant to this PWA, 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.

5. Standard Contractual Clauses. The Parties agree that the status of each Party as a Controller, or Processor, is a question of fact determined under Applicable Data Protection Laws. The Parties intend, as of the Effective Date, that the roles under Applicable Data Protection Laws are Client acting as a Controller and Credly acting as a Processor and a Controller in relation to the Workforce Services.

6. Pseudonymization of Personal Data. For the analysis of the Data Elements in Schedule A, such Data Elements will be pseudonymized during the transit via the Credly API and processing and analysis of the pseudonymized Personal Data performed by Credly’s Affiliate, Faethm Pty Ltd, located in Australia.

3.     Deliverables.

1. Client Deliverables. To the extent that Client purchases from Pearson professional services related to credential program design, "Deliverables" 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 byPearson uniquely for Client pursuant to this PWA and within the scope of Services provided under this PWA, and all Intellectual Property Rights therein. Client will own exclusively all Deliverables and Pearson hereby assigns to Client all right, title and interest in the Deliverables.

2. Pre-Existing IP. Client acknowledges Pearson'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") Pearson uses in its work pursuant to this PWA. Pearson grants Client a perpetual, worldwide, irrevocable, nonexclusive, non-sublicensable, royalty-free license to any Pre-existing IP embedded in the Deliverables, solely to the extent necessary to make internal use of the Deliverables. Client shall not (i) publish externally or share the Deliverables with third parties without Pearson’s prior written approval in each instance; (ii) trade, sell/re-sell or otherwise monetize the Workforce Service or data or access to the same, without Pearson’s consent; (iii) scrape or aggregate the Workforce Service for the purposes of creating a competing service; or (iv) use the Workforce Service or data to inform pre-investment activities and/or public security investment activities for itself or its end-clients.

3. No Other Transfers. Other than as expressly set forth in this Section, no intellectual property shall be transferred to Client by Pearson or from Client to Pearson pursuant to this PWA.

4.     Access to the Acclaim Services.

1. Acceptable Use. Pursuant to an Order Form, Pearson shall provide Client access to the Credly 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 Credly Acclaim Services, subject to acceptance of the Credly Earner terms of service applicable at that time. Pearson 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. Pearson may discontinue Earner’s access to the Credly Acclaim Services if the Earner violates the Credly Earner terms of service.

4. Right to Host Credentials. Client grants Pearson 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, Pearson 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 Services.

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 Pearson, subject to the conditions described in this Section 4.

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

Schedule A

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

Client must:

• 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.

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 PWA superseding and replacing Annex I of the DPA.

1. 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”.

1. DESCRIPTION OF THE TRANSFER

Data subjects

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 enquiries

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

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

1. COMPETENT SUPERVISORY AUTHORITY

Data Protection Commission (of Ireland)