Terms of Service

These Terms of Service and any policies or addenda referenced herein ("Terms") govern your access and use of EpiCredible's Certificate Cloud Services and form a legally binding agreement between you ("Customer", "you" or "your") and EpiCredible, Inc., dba EpiCredible ("EpiCredible", "we" or "us"). These Terms apply to and are incorporated into any Service Contract or Ordering Document between you and EpiCredible (collectively the "Agreement") regardless of if expressly referenced, unless agreed otherwise in writing.

By clicking the "Accept" button, executing a Service Contract, issuing an Ordering Document, or using the Certificate Cloud Services, you agree to be bound by these Terms. Further, you acknowledge that you are 18 years of age or older, and that those under the age of majority in their jurisdiction may not use the Certificate Cloud Services or this site without parental supervision.

1. DEFINITIONS

1.1 "Affiliate"

means any entity that Customer, directly or indirectly, controls; an entity that controls Customer; or an entity that is under common control with Customer. For purposes of this provision, "control" means ownership of at least fifty percent (50%) of the outstanding voting shares of the entity.

1.2 "Applicable Law(s)"

means any law, rule, regulation, directive, or other binding requirements (as may be implemented, amended, extended, or re-enacted from time to time), applicable to either Party's performance under this Agreement, including but not limited to those applicable to the processing of Personal Data, which may include in particular, the CCPA, the GDPR, the UK GDPR, the Children's Online Privacy Protection Rule and/or the UK ICO Age-Appropriate Design Code.

1.3 "Authorized User"

means those employees, agents, customers, individuals, and independent contractors of Customer that are authorized by Customer to access and use the Services and to whom Customer has assigned a user ID or password.

1.4 "Certificate Cloud Services"

means any of the products, plans, and services offered by EpiCredible, including those under the name "EpiCredible Certificates", "EpiCredible Portfolios", "EpiCredible Professional Profiles", "EpiCredible Recommendations", "EpiCredible Professional Services" or successor branding.

1.5 "Credentials"

means evidence of achievement, ability, attainment, authenticity, compliance, completion, eligibility, entitlement, experience, identity, membership, qualifications, title or other attributes, qualities or traits.

2. LICENSE GRANTS

2.1 Service

Subject to the terms and conditions of this Agreement, EpiCredible grants Customer a non-exclusive, non-transferable, worldwide license to access and use the Services to input and process Customer Data for Customer's own internal business purposes.

2.2 Restrictions

Customer shall not: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party (other than Authorized Users) the Services or the Content in any way; (b) modify or make derivative works based upon the Service or the Content; (c) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device.

3. OWNERSHIP

EpiCredible and its suppliers shall own all right, title and interest in and to any Intellectual Property Rights in and to the Certificate Cloud Services, Content, and derivative works thereof and related materials. Customer shall own all right, title and interest in and to Customer Data and all Intellectual Property Rights therein.

4. OPERATION OF THE SERVICES

4.1 Implementation of Services

Promptly following the Agreement Start Date, EpiCredible shall provide Customer with access to the Services. Customer will issue user IDs or passwords to its Authorized Users and Customer acknowledges that Customer is fully responsible for all liabilities incurred by such use.

4.2 Services Operation

EpiCredible shall host, maintain and operate the Certificate Cloud Services for use by Customer and Authorized Users. EpiCredible shall use commercially reasonable efforts to: (a) deploy industry standard security and encryption controls including without limitation, firewall and SSL technology; (b) monitor, track and report on Certificate Cloud Services availability; and (c) limit access to the Services only to Authorized Users.

5. FEES AND PAYMENT

All payments of fees and charges are due net thirty (30) days from the date of invoice, subject to Customer's maintaining satisfactory credit arrangements with EpiCredible. EpiCredible reserves the right to modify Customer's credit terms at any time.

6. CUSTOMER RESPONSIBILITIES

Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of any and all Customer Data, including the authenticity, validity, legitimacy, legality and content of Credentials.

7. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall remain in effect for the Initial Term unless terminated earlier as provided in Section 7.3. This Agreement shall automatically renew for additional one (1) year terms unless either Party gives the other Party written notice at least thirty (30) days prior to the expiration of the current term of its intent not to renew.

8. INDEMNITY

EpiCredible shall defend any claim, suit or proceeding brought against Customer so far as it is based on a claim that Customer's authorized use of the Certificate Cloud Services hereunder infringes any copyright, trade secret right or United States patent (existing as of the Agreement Start Date).

9. WARRANTY DISCLAIMER

THE CERTIFICATE CLOUD SERVICES, DOCUMENTATION AND ANY SUPPORT SERVICES ARE PROVIDED "AS IS". EpiCredible AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

10. LIMITATION OF LIABILITY

EXCEPT FOR BREACH OF SECTION 2.1, 2.2 OR 11, OR CUSTOMER'S FAILURE TO COMPLY WITH SECTION 6, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

11. CONFIDENTIAL INFORMATION

Each Receiving Party expressly undertakes to retain in confidence and not to disclose to any third party any such Confidential Information received from the Disclosing Party hereunder. Each Receiving Party further agrees to make no use of such Confidential Information except as necessary to exercise the rights or fulfill the obligations expressly granted under this Agreement.

12. THIRD PARTY PRODUCTS AND SERVICES

EpiCredible may enable access, make available, provide information or direct links to Third Party Services and other non-EpiCredible products, applications, services and platforms for Customer to use within the Services. Non-EpiCredible Services are not necessary to the Services, but for Customer option and convenience.

13. DISPUTE RESOLUTION

Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in Santa Clara County, California, under the rules of the American Arbitration Association (AAA). The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

14. GENERAL PROVISIONS

This Agreement shall be governed by laws of the State of California, without giving effect to any conflicts of laws provisions that would require the application of the laws of a different state. The Parties hereby submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Northern District of California, San Jose Division.