Workforce Service Schedule

Version 3.1
Updated July 2023

This Pearson Workforce Service Schedule (the “Service Schedule”) is incorporated by reference into the Workforce Skills Agreement (the “Agreement”) when a Client purchases the Workforce service. Capitalized terms not otherwise defined in this Service Schedule shall have the meaning set forth in the Agreement. 

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

a)    “Acclaim Services” means Pearson’s proprietary software as a service platform that can be used to create, manage, and display Credentials.
b)    "Connected User" means a User that has consented to share their User account data with Client. 
c)    “Client Application” means the application(s) listed in the applicable schedule of the Order Form between Pearson and Client.

2.    Data Sharing

a)    Pearson Obligations

i.    Pearson Offer. During the Term, Pearson shall publish an offer via the Services to Users who have earned Credentials from Client to become Connected Users (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 User to share Connected User Data with Client.
ii.    Data Elements. When a User opts into the Offer, Pearson agrees to provide Client the data set forth in Schedule A via API.
iii.    User Rights. Users may delete or make private their Credentials or accounts at any time. Users 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 User Data and shall not constitute a breach of this Agreement, nor shall Client be entitled to any remuneration by Pearson for such action by a User.
iv.    Issuer Rights. At any time during the Term, an Issuer may revoke a Credential from an User 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.

b)    Client Obligations

i.    Data Elements. If a User provides informed consent to Client to share Connected User Data, and Client chooses to display Connected User Data on a registered Client Application, Client shall display all the data elements listed in Schedule 1. 
ii.    Internal Use only. Connected User Data and Client Deliverables may only be used by Client for internal analyses and may not be disclosed or marketed to third parties outside of Client.   
iii.    Data Refreshing. Client must refresh the Connected User Data at least every 30 days or more promptly upon request from a User. Client must give Users an easily accessible and clearly marked way to ask for their Content to be modified or deleted.

c)    Third-Party Data. Pearson makes no representations, warranties, or guarantees regarding the Connected User 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

a)    Personal Data Breach Notification. Client shall notify Pearson without undue delay in the event of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the personal data transmitted of a Connected Earner. 
b)    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 Service Schedule.
c)    Obligations upon Termination. Upon termination of this Service Schedule and any applicable Order Form, Client must irreversibly delete the Personal Information of any User received from Pearson pursuant to this Service Schedule, including any Connected User Data. Notwithstanding the foregoing, Client may continue to process the Personal Information of a Connected User pursuant to the User’s lawful consent.
d)    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 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 Pearson 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 Pearson solely for the purpose for which it has received the Personal Data under the Agreement.
e)    Pseudonymization of Personal Data.  Where applicable, Personal Data will be pseudonymized and encrypted in transit for processing and analysis of pseudonymized Personal Data performed by any Pearson Affiliate.  

4.    Credential Issuing.

a)    Acceptable Use. Client may access to the Services for the purpose of creating, managing, and issuing Credentials during the term of the applicable Order Form.  
b)    Client Responsibility for Credentials. Client shall have the sole responsibility for creating Credentials, determining and applying the criteria for awarding Credentials to Users, and revoking Credentials from Users. Client agrees to not use any third-party trademark or copyright in its Credentials or Credential templates without authorization from that third party.  Pearson shall have no obligation to review the accuracy of information entered by Client into the Pearson System. 
c)    Issuing Process. To issue a Credential, Client shall provide the name and email address of an applicable User.  The User of that Credential shall be invited via the provided email to create an account with the Pearson Acclaim Services, subject to acceptance of the Pearson User terms of service applicable at that time. Pearson may communicate directly with Users regarding the availability, management, and use of their Credentials. Each User may enter additional Personal Information, which shall be processed in accordance with applicable laws and regulations and the Pearson User terms of service. Pearson may discontinue User’s access to the Pearson Acclaim Services if the User violates the Pearson User terms of service. 
d)    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 User, Pearson may continue to host, maintain, and display the User’s Credential unless and until (i) the User violates the Pearson Terms of Service, or (ii) a legal tribunal orders that Pearson remove the Credential or data relating to the User of the Credential, or (iii) the User requests that the Credential be removed from the Services. 
e)    Effect of Termination. A Credential issued by Client, accepted by an User, 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.    Deliverables.

a)    Client Deliverables. To the extent that Client purchases from professional services from Pearson, "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 by Pearson uniquely for Client pursuant to this Service Schedule and within the scope of Services provided under this Service Schedule, 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. 
b)    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 Service Schedule. 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.
c)    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 Service Schedule. 
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