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Terms of ServiceRevised: January 23, 2013

1. ACCEPTANCE OF TERMS

Credly, Inc. (“Credly”) makes its badge-based micro-credentialing service (the “Service”) available subject to the following Terms of Service ("TOS"). As used herein, “you” refers to the person and/or entity accessing, downloading and/or using the Service in any manner. By accessing, downloading or using the Service, you agree to be bound by the TOS. You may wish to print or save a copy of the TOS for your records. Credly reserves the right, at its sole discretion, to update the TOS at any time. You can review the most current version of the TOS at any time at the URL for this page.

The following agreements are incorporated by reference into the TOS: 1) the Credly Privacy Policy, posted at http://www.credly.com/privacy; 2) any end user license agreement for any Credly application that you use to access the Service (including, but not limited to, any Credly iOS, Android or BlackBerry application); and 3) the Application Developer and “Open Credit” API License Agreement.

2. GRANT OF RIGHTS

Subject to your compliance with all of the terms and conditions of the TOS, Credly grants you a non-exclusive, revocable, non-transferable, non-sublicensable, limited license to access and use the Service.

3. REGISTRATION

(a) You may browse the Service without registering, but you understand that some features of the Service may not be accessible to you unless you register. In registering for the Service, you agree to: (1) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data"); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Credly has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Credly may suspend or terminate your account and deny you access to the Service.

(b) In lieu of registering for the Service, you may also log in to the Service using credentials associated with your account at third-party services such as Facebook, LinkedIn or Twitter (collectively, “Third-Party Service”). If you choose to log in using an account from a Third-Party Service, Credly may: (1) have access to certain information that you make available through the Third-Party Service; (2) contact you via an e-mail address associated with your account at the Third-Party Service; and (3) post status updates, notes, photos, videos and other materials to the Third-Party Service on your behalf pursuant to the permissions that you grant. You acknowledge that all terms of use, policies and guidelines established by the Third-Party Service apply to your use of your account from that Third-Party Service to interact with the Service.

(c) You are fully responsible for all activities that occur under your account. You may not share your account or password with anyone. You agree to notify Credly immediately of any unauthorized use of your password or account or any other breach of security.

(d) You represent that you are: (1) over the age of thirteen (13); (2) of legal age to form a binding contract; and (3) not a person barred from using the Service under the laws of the United States or any other applicable jurisdiction. If Credly has reason to suspect that you are not in compliance with any of the foregoing, it may suspend or terminate your account and deny you access to the Service.

4. ISSUING AND RECEIVING CREDIT

(a) Users of the service can create or issue micro-credentials based upon criteria established by the issuer (“Credits”). You acknowledge and agree that the issuer of a Credit (“Issuer”) is solely responsible for the criteria for issuance of a Credit, and any dispute relating to the issuance or receipt a Credit must be resolved solely between the issuer and the party receiving the Credit (“Receiver”).

(b) You understand that Credly plays no role in determining the value or veracity of a Credit, and Credly does not endorse or vouch for the qualifications of any Issuer or Receiver. You agree and acknowledge that you are solely responsible for determining the value and veracity of each Credit and the qualifications of each Issuer and Receiver.

5. VERIFIED ACCOUNTS

(a) In some cases, Credly may present users with the ability to obtain a verified account if the user meets the requirements established by Credly. If you seek to obtain a verified account, you represent and warrant that all the information you provide is authentic, accurate, current and complete.

(b) Credly confers verified accounts to let users know that the verified account holder has submitted information requested by Credly for authentication purposes. However, Credly cannot and does not guarantee that any account holder, whether verified or unverified, is the person he or she purports to be.

6. RESPONSIBILITY FOR CONTENT

(a) You acknowledge that all Credits, 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. This means that you, and not Credly, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available through the Service (“Your Content”), and other users of the Service, and not Credly, are similarly responsible for all Content they upload, post, e-mail, transmit or otherwise make available through the Service (“User Content”).

(b) You acknowledge that Credly has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although Credly reserves the right in its sole discretion to pre-screen, refuse or remove any Content. Without limiting the foregoing, Credly shall have the right to remove any Content, including but not limited to, Your Content or User Content that violates the TOS or that it deems objectionable.

7. RIGHTS TO CONTENT AND SERVICE

(a) Credly does not claim ownership of Your Content. However, you grant Credly a perpetual, worldwide, royalty-free, non-exclusive, sublicensable, transferable license to use, copy, translate, distribute, reproduce, modify, adapt, publicly perform and publicly display Your Content in connection with the Service. You understand that the technical processing and transmission of data associated with the Service, including Your Content, may require: (1) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

(b) Except with respect to Your Content and User Content, you acknowledge and agree that Credly and its licensors own all rights associated with the Service and the Content, including but not limited to: (1) patents, patent services, patent disclosures, inventions (whether or not patentable or reduced to practice) and any improvements thereto, together with all reissues, continuations, continuations-in-part, divisionals, revisions, extensions and/or reexaminations thereof; (2) trademarks, service marks, trade dress, trade names, logos, corporate names, domain names and all other source identifiers (whether registered or unregistered), and all registrations and services for registration thereof (including, but not limited to, all translations, adaptations, derivations and combinations of the foregoing), together with all the goodwill associated therewith; (3) copyrights, mask works, copyrightable works and works of authorship (whether registered or unregistered), and all registrations and services for registration thereof and all associated moral rights; (4) computer software (including, but not limited to, all source code, object code, libraries and technical elements therein), data, databases and documentation therefore; (5) trade secrets and other Confidential Information (as defined below); and (6) all other intellectual property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license or otherwise (collectively “Intellectual Property Rights”).

(c) You may not (and you may not allow any third party to: 1) copy, modify, create a derivative work from, decompile, decode, reverse engineer, reverse assemble or otherwise attempt to discover any source code in the Service; 2) sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Service; 3) attempt to access or derive the source code or architecture of the Credly Content, Credly Website or any part of the Service; and 4) access the Service by any means other than through the interface provided by Credly and as expressly authorized under the TOS.

(d) If You elect to provide or make available to Credly any suggestions, comments, ideas, improvements or other feedback concerning the Service (collectively, “Suggestions”), Credly shall be free to use, disclose, reproduce, modify, license, transfer and otherwise utilize and distribute your Suggestions in any manner, without credit or compensation to you. In addition, you hereby irrevocably and forever, without the need for additional consideration, assign, transfer, grant and convey to Credly all right, title and interest, including any Intellectual Property rights that might be created thereby, that may exist in any such suggestions, comments, ideas, improvements or other feedback concerning the Service and Credly shall be deemed to be the author of the same for all purposes. You shall provide any necessary assistance and execute any all documents necessary to protect, enforce or perfect Credly’s Intellectual Property Rights.

(e) The CREDLY name and logo are trademarks and service marks of Credly (the “Credly Marks”). You agree not to display or use in any manner any Credly Marks without Credly’s prior written consent. The TOS does not grant you a license or permission to use any of the Credly Marks.

8. USER CONDUCT

In connection with your use of the Service, you shall not:

(a) upload, post, e-mail, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) stalk or otherwise harass another person or entity;

(c) impersonate any person or entity, including, but not limited to, Credly personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(d) create serial accounts for disruptive or abusive purposes or squat on accounts to prevent legitimate use by others;

(e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

(f) upload, post, e-mail, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationship – for example, inside information or other proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements;

(g) upload, post, e-mail, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(h) upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;

(i) issue mass unsolicited Credits or continue to issue Credits to any user after such user has requested that no further Credits be issued;

(j) upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(k) disrupt the normal flow of dialogue, cause a screen to scroll faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects the ability of other users to use the Service;

(l) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

(m) intentionally or unintentionally violate any applicable local, state, national or international law or regulation;

(n) use spiders, crawlers, robots or any other means to access the Service or substantially download, reproduce or archive any portion of the Service;

(o) reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of the Service (including, but not limited to, Credits and your account) or your access to or use of the Service.

(p) modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the Service or the rights or use and enjoyment of the Service by any other person or entity in any manner.

9. PAYMENT

If you purchase any services that Credly offers for a fee, either on a one-time or subscription basis (“Pro Plans”), you agree to pay the applicable fees for the Pro Plans (including all sales, use, value- added and similar taxes) as they become due. Your failure to pay any fees when due may subject your account to suspension or termination.

10. INDEMNIFICATION

You agree to indemnify and hold Credly and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of: (a) Your Content; (b) your use of the Service; (c) your violation of the TOS; or (d) your violation of any rights of another party.

11. MODIFICATIONS TO SERVICE

Credly reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Credly shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. You acknowledge and agree that Credly is not obligated to provide You with support, software upgrades, enhancements or modifications of the Service.

12. TERMINATION

(a) You agree that Credly may, under certain circumstances and without prior notice, immediately terminate your account or access to the Service. Cause for such termination shall include, but not be limited to: (1) any breach or violation of the TOS or other incorporated agreement, guideline or rule; (2) any request or order issued by a court or a law enforcement or other government official; (3) a request by you (for example, self-initiated account deletions); (4) discontinuance or material modification of the Service; (5) unexpected technical or security issues or problems; (6) extended periods of inactivity; and (7) your engagement in fraudulent or illegal activities; and (8) your failure to pay any fees due Credly. You agree that all terminations for cause shall be made in Credly's sole discretion and that Credly shall not be liable to you or any third party for any termination of your account.

(b) In addition to Section 12(a), if you access the Service using a free account, you agree that Credly may terminate your account for any reason or no reason at all upon ten (10) days written notice.

(c) Upon termination of the TOS, you shall still be responsible for any fees due and owing to Credly.

13. DEALINGS WITH ADVERTISERS AND OTHER THIRD PARTIES

Your dealings with advertisers and other third parties who market, sell, buy or offer to sell or buy any goods or services on the Service, including payment or delivery of such goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the advertiser or other third-party. You agree that Credly shall not be responsible or liable, directly or indirectly, for any loss or damage of any kind incurred as a result of any such dealings.

14. LINKS

The Service or third parties using the Service may provide links to other websites or resources. You acknowledge and agree that Credly is not responsible for the availability of such external sites or resources and does not endorse and is not responsible for any content, advertising, products, services or other materials on or available through such sites or resources (collectively, “External Materials”). You further acknowledge and agree that Credly shall not be liable, directly or indirectly, for any damage or loss caused by or resulting from use of or reliance on any External Materials.

15. DISCLAIMER OF WARRANTIES

(a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. CREDLY AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS (COLLECTIVELY, THE “CREDLY PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT, NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE MAXIMUM AMOUNT PERMITTED BY LAW.

(b) THE CREDLY PARTIES MAKE NO WARRANTY THAT: (1) THE SERVICE WILL MEET YOUR REQUIREMENTS; (2) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (4) THE CONTENT AVAILABLE THROUGH THE SERVICE IS OF A PARTICULAR QUALITY, IS ACCURATE, CURRENT OR COMPLETE; OR (5) THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

(c) ANY MATERIAL DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH MATERIALS.

16. LIMITATION OF LIABILITY

(a) YOU UNDERSTAND AND AGREE THAT THE CREDLY PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR CREDLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OF OR INABILITY TO USE THE SERVICE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR CONTENT RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (5) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT SHALL THE CREDLY PARTIES’ TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT EXCEED FIFTY US DOLLARS ($50.00) IN TOTAL.

(b) YOU UNDERSTAND AND AGREE THAT BY USING THE SERVICE, YOU MAY BE EXPOSED TO CONTENT THAT IS OFFENSIVE, INDECENT OR OTHERWISE OBJECTIONABLE. UNDER NO CIRCUMSTANCES SHALL THE CREDLY PARTIES BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE.

(c) THE CREDLY PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

17. NO THIRD-PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in the TOS, there shall be no third-party beneficiaries to this agreement.

18. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

If you believe that your work has been made available through the Service in a way that constitutes copyright infringement, please provide Credly’s Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Service; (d) your address, telephone number and e-mail address; (e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Credly’s Agent for Notice of Copyright Claims can be reached as follows:

  • Agent for Notice of Copyright Claims
  • Copyright Claims Department
  • Credly, Inc.
  • 349 Fifth Avenue, Suite 401
  • New York, NY 10016

Please note that this procedure is exclusively for notifying Credly and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the Digital Millennium Copyright Act (“DMCA”), including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

Claims that Intellectual Property other than copyright is being infringed should be directed to Credly at: infringement@credly.com. Credly may, in its sole discretion, terminate the accounts of those who are accused of copyright or other intellectual property infringement.

19. GENERAL PROVISIONS

(a) Entire Agreement. The TOS constitutes the entire agreement between you and Credly concerning your use of the Service, superseding any prior or contemporaneous agreements between you and Credly with respect to the subject matter hereof.

(b) Assignment. You may not assign or delegate any right or obligation under the TOS, by operation of law or otherwise, without the prior written consent of Credly. Credly may assign or delegate any right or obligation under the TOS, by operation of law or otherwise, without your consent.

(c) Choice of Law and Forum. The TOS and the relationship between you and Credly shall be governed by the laws of the State of New York, without regard to conflict of law principles. Any action, proceeding, controversy or claim between you and Credly arising out of or relating to this Agreement shall be brought in the United States District Court for the Southern District of New York or, if federal jurisdiction is not available, in the Supreme Court of New York County, and each party hereby submits to the personal jurisdiction of such courts with respect to such actions. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.

(d) Non-Waiver. The failure of Credly to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision.

(e) Severability. If any provision of this Agreement shall be held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its unenforceability.

(f) Survival. The provisions of this Agreement that should by their nature survive termination of this Agreement shall survive such termination, including, but not limited to, Sections: 3(c) and (d), 7, 10-11, 13-15 and 19.