Use and Subscription Terms for EXeed Badge Platform - Version October 25, 2018
Welcome to the EXeed badge platform (‘the Platform’). These use and subscription terms (‘Use and Subscription Terms’) are applicable to the agreement between EXIN Holding B.V. doing business as EXeedTM (‘EXeed’), a limited liability company incorporated and existing under the laws of the Netherlands, having its principal place of business at Arthur van Schendelstraat 650, 3511 MJ in Utrecht, The Netherlands, registered at the Chamber of Commerce in the Netherlands under 30181332 and yourself as the other legal entity entering into this agreement (‘You’). You and EXeed are referred to as ‘the Parties’ and each separately as ‘Party’.
By using the Platform, You agree to these Use and Subscription Terms. The agreement consisting of these Use and Subscription Terms and any other documents referred to herein (‘the Agreement’) shall govern your use of the Platform. In these Use and Subscription Terms, EXeed informs You about your rights for using this Platform, your obligations and what You may expect from EXeed.
1. Use of the Platform
1.1. The Platform is offered to You by EXeed. You may use the Platform as set out in these Use and Subscription Terms.
1.2. The Platform is an online environment, and where You can issue badges (‘Badges’) to your students, employees or other persons (‘Badge Recipient’) to confirm a defined assertion. The Badges are based on the open standards for ‘Open Badges’ (v2.0 and newer) as defined at openbadges.org. To create and issue Badges, You need to pay a subscription fee to EXeed as set out in articles 3 and 4 of these Use and Subscription Terms.
1.3. EXeed will grant You a revocable, non-exclusive, non-transferable, non-sublicensable use right for the Platform for the term of this Agreement.
1.4. EXeed is entitled to change the services provided through the Platform to You, for example by making changes to the layout, interface, functionality. EXeed will use its reasonable efforts to inform You about any such changes if they may affect your use of the Platform in an adverse way.
1.5. To comply with applicable data protection legislation, EXeed reserves the right to delete Badges per its privacy statement. EXeed cannot be held liable for exercising this right. In the event a deleted Badge needs to be reissued, EXeed may charge the costs hereof to You per the then-current Subscription. You are responsible for keeping any needed or wanted administration of Badges issued by You, including any related information such as information regarding corresponding certificates.
1.6. The Platform may not be used for illegal activities. You agree not to use the Platform in a way that harms or may harm the reputation of EXeed and its affiliates. You are solely responsible for any content that You share on the Platform and understand that EXeed does not actively control or modify such content. You are solely responsible to use the Platform following all applicable laws, rules and regulations and these Use and Subscription Terms.
1.7. In addition to article 2.6, EXeed may know any unlawful content on the Platform. In such an event, EXeed will remove the unlawful content from the Platform without being liable to You for any damages caused by such removal.
1.8. You are responsible for the safekeeping of your log-in credentials to the Platform. You are at all times responsible for the use of the Platform by any third parties through your account. You will indemnify EXeed for any damages caused by abuse of your account by third parties.
1.9. If EXeed has reasons to doubt your identity or the identity of the (educational) organization that You represent, it may verify if such identity is correct. If research shows that You are not lawfully representing the (educational) organization that You stated during registration to the Platform, EXeed may immediately terminate the Agreement without being liable for any costs or damages, including any Subscriptions ordered by You.
1.10. EXeed is not responsible for the content of the Badges issued by You to Badge Recipients. Also, if the agreement between EXeed and You terminates or is terminated, EXeed will no longer be held to provide the Badge(s) issued by You to Badge Recipients.
1.11. EXeed reserves the right to suspend your use of the Platform if You are in breach of article 1.6 of these Use and Subscription Terms.
2.1. On the Platform You can order paid subscriptions (‘Subscriptions’). Articles 3 and 4 of these Use and Subscription Terms only apply to You and your use of the Platform if You have ordered a Subscription.
2.2. During a Subscription, You can create and issue Badges on the Platform. You are at all times responsible for the content, description and related details of the Badges issued by You. You will be able to link the Badge to your website for a description of the course of the exam that has been successfully followed or completed by the Badge Recipient.
2.3. You will provide EXeed with personal data regarding the Badge Recipient, for EXeed to send an invitation to the Platform or notification of a new Badge to the Badge Recipient.
2.4. EXeed is not responsible for the Badges issued and published on your request on the Platform, any verification of the Badges issued by You, or verification of the identity of the Badge Recipient.
3. Pricing and payment
3.1. EXeed offers various Subscription plans with corresponding Subscription fees. You may choose and purchase a Subscription on the Platform. By purchasing a Subscription, you agree that the Subscription fee and any additional charges, if applicable, will be invoiced by EXeed.
2.2. EXeed will invoice You regularly (‘Billing Cycle’) as set out in the Subscription plan and will process the payment for each Billing Cycle automatically. A Billing Cycle may be a month or any other term stipulated in Your Subscription plan.
3.3. In addition to a (fixed) Subscription fee per Billing Cycle, additional fees may apply, such as a fee per issued Badge.
3.4. EXeed may use a third–party payment provider for the process of payments.
3.5. Payment for the first Billing Cycle is due immediately after the Subscription order has been placed. Once the third–party payment provider has confirmed a successful payment of the Subscription fee and any additional charges, if applicable, to EXeed, You will receive a confirmation e-mail and You will be granted access to the Subscription functionality of the Platform.
3.6. For each subsequent Billing Cycle, You will receive a separate invoice for the Subscription fee and any additional fees that may apply.
4. Third-party websites
4.1. On the Platform, Badge Recipients have the option to share your badges on third party websites, platforms, and applications such as Twitter, Facebook, and LinkedIn. You hereby explicitly agree to the sharing of Badges issued by You through the Platform.
5. Intellectual Property
5.1. EXeed will not transfer any intellectual property rights to You under this Agreement. EXeed is only granting You a non-perpetual license as set out in article 2.3 of these Use and Subscription Terms. The intellectual property rights for the Platform and all content, images, materials, and information made available on the Platform, are owned by EXeed or its licensors.
5.2. By submitting or transmitting any content through the Platform, including the Badges created by You if You have a valid Subscription, You grant EXeed a transferable, sub-licensable, non-exclusive, royalty-free, worldwide, irrevocable license to use such content in connection with Platform.
5.3. You will indemnify EXeed for any infringement of third party intellectual property rights caused by any content, material, images shared or published by You on the Platform.
6.1. The terms used hereunder shall have the same meaning as provided in the General Data Protection Regulation (Regulation (EU) 2016/679) (‘GDPR’).
6.2. For the performance of this Agreement personal data may be shared between Parties (‘Shared Data’). The Shared Data will concern Badge Recipients and consist of names, e-mail addresses, and information regarding the awarded Badges. For example, You might share contact information about a data subject to enable EXeed to provide that person with certain Badges.
6.3. Parties have established that they each qualify as an independent controller of the Shared Data they receive from the other Party.
6.4. Each Party shall collect and process the Shared Data and other personal data under the applicable data protection legislation (such as the GDPR). This includes taking adequate security and confidentiality measures to safeguard the Shared Data and other personal data.
6.5. Each Party shall provide all such co-operation and information as the other Party may reasonably require to comply with its obligations under applicable data protection legislation.
6.6. Parties will assist each other to respond to requests from data subjects exercising their rights. For example, in the event a Party receives a request from a candidate to erase its personal data consisting of Shared Data, that Party will inform the other Party hereof in writing as soon as reasonably possible.
6.7. In the event one of the Parties becomes subject to an investigation of a supervisory authority, that Party will immediately inform the other Party hereof. If such investigation relates to Shared Data, the Parties will jointly consider the response to such investigation.
6.8. Both Parties warrant that they fully comply with the provisions in this Article 7 and the applicable data protection legislation and that they have the lawful right to share the Shared Data with each other.
7.1 Under this Agreement, Parties may disclose information which is marked as confidential, designated at any time as being confidential (verbally or otherwise) or which by its nature or the circumstances in which it is made known ought reasonably to be regarded as confidential (‘Confidential Information’). The receiving Party of any confidential information shall (i) keep the Confidential Information in confidence and protected against theft, damage, loss or unauthorised access; and (ii) not disclose any Confidential Information to any third party without the prior written consent of the disclosing Party, provided, however, that receiving Party may disclose Confidential Information to its affiliates and subcontractors who agree to be bound by obligations no less onerous than those contained in this article 7.
7.2. In addition to article 7 and article 7.1, EXeed will only use Confidential Information provided by You to perform its obligations under this Agreement, i.e. the provision of services through the Platform.
7..3. In the event the receiving Party is obliged to disclose Confidential Information under any applicable law, rule, regulation or governmental order, the receiving Party will use its best endeavors to inform the disclosing Party in advance of the circumstances surrounding such disclosure and takes reasonable steps to avoid or limit the disclosure.
7.4. The restrictions set out in this article 7 do not apply to any Confidential Information which (and only to the extent that such Confidential Information) is (i) in the possession of or known to the receiving Party at the time of disclosure without being subject to any obligation of confidentiality, or (ii) becomes publicly known or publicly available other than as a result of breach of this article 7 by the receiving Party.
7.5. The receiving Party shall immediately notify the disclosing Party of any unauthorised disclosure of Confidential Information (including any unauthorised disclosure by third parties to whom the receiving Party has disclosed any Confidential Information) and agrees to provide the disclosing Party with reasonable assistance and co-operation in regaining possession and control of the Confidential Information and preventing further unauthorised use or disclosure of the same.
8.1. The Platform is provided by EXeed to You ‘as is’ and EXeed makes no warranties of any kind, except as expressly provided in these Use and Subscription Terms.
9.1. The liability of EXeed under the Agreement is limited to direct damages only up to the amount paid by You for the use of the Platform in the preceding twelve months. However, in no event shall EXeed’s total aggregate liability exceed an amount of EUR 2.500.
9.2. In no event will EXeed be liable for any indirect loss, damage, cost or expense of any kind whatsoever and howsoever caused.
9.3. EXeed and You accept liability without limitation for:
- damage relating to death or personal injury to the extent it results from the negligence of the other Party, its employees or subcontractors in the course of their engagement;
- damage caused by willful intent and gross negligence;
- infringement of third party intellectual property rights by You.
10.1. The term of this Agreement will start on the day of your acceptance, by registering for the Platform and accepting these Use and Subscription Terms and will stay in effect until terminated by a Party as set out in this article 10.
10.2. The term of your Subscription will be as ordered by You and confirmed by EXeed.
10.3. You may terminate the Agreement by unsubscribing from the Platform by sending an e-mail to email@example.com. Termination will come into effect at the end of the current Billing Cycle.
10.4. EXeed may terminate the Agreement with immediate effect in the following situations:
- In the event EXeed ceases to exist or stops to support and maintain the Platform, which EXeed may do in its sole discretion;
- In the event You violate these Use and Subscription Terms in any way, including but not limited to an alleged or actual infringement of the intellectual property rights of EXeed or any third party.
10.5. In addition to the events set out in article 10.4, EXeed has the right to terminate the Agreement without any cause by giving You prior notice to You.
10.6. In the event of termination of this Agreement, by EXeed or by You, any Subscriptions entered into under this Agreement will automatically be terminated as well, without the obligation for EXeed to refund any portion of Subscription fees already paid by You.
10.7. Upon termination of the Agreement, any rights granted to You under these Use and Subscription Terms will also cease to exist. Badges that have been issued by You before termination, will not be revoked unless the validity term of such Badge has expired.
11.1. The applicability of any general conditions of You is hereby explicitly excluded.
11.2. EXeed is entitled to amend or supplement these Use and Subscription Terms. If You do not agree to the amended Use and Subscription Terms, You can terminate the Agreement.
11.3. If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the Parties’ intention, and the remaining provisions of this Agreement will remain in full force and effect.
12. Governing law and dispute resolution
Your use of the Platform and this Agreement between EXeed and You are governed by the laws of the Netherlands. Any disputes arising from this Agreement will be settled by the competent court in the Netherlands.