Use and Subscription Terms for EXeed Badge Platform - Version October 25, 2018

Welcome to the EXeed badging platform (‘the Platform’). These terms of use (‘Terms of Use’) are applicable to the agreement between EXIN Holding B.V. (‘EXeed’), doing business as EXeedTM (‘Terms of Use’), 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 party 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 Terms of Use. The agreement consisting of these Terms of Use and any other documents referred to herein (‘the Agreement’) shall govern your use of the Platform. In these Terms of Use, 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 Terms of Use. 

 1.2. You explicitly consent with the start of the execution of the Agreement by EXeed immediately after your registration for the Platform has been completed and You waive your rights to rescind the Agreement. 

1.3. The Platform is an online environment, where You can receive, save and share badges (‘Badges’) issued to you by a third party organization (‘Badge Issuing Party’). The Badges are based on the open standards for ‘Open Badges’ as further defined at 

1.4. EXeed will grant You a revocable, non-exclusive, non-transferable, non-sublicensable use right for the Platform for the term of this Agreement. 

1.5. 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. 

 1.6. 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 1.6, 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. EXeed is not responsible for the content of the Badges issued to You by a Badge Issuing Party. Solely the Badge Issuing Party is fully responsible for providing a Badge, (automatically) revoking a Badge or setting a limited validity for a Badge. 

1.10. Also, if the agreement between EXeed and the Badge Issuing Party terminates or is terminated, EXeed will no longer be held to provide the Badge(s) issued by such Badge Issuing Party. 

1.11. EXeed reserves the right to suspend your use of the Platform if You are in breach of article 1.6 of these Terms of Use. 

1.12. Use of the Platform by You is free of charge. 

2. Third-party websites and applications

2.1. On the Platform, You have the option to share your badges on third party websites, platforms, and applications such as Twitter, Mozilla Backpack, Facebook and LinkedIn. You and solely You are responsible for sharing content on such third-party site. EXeed is not responsible in any way for the content shared by You by using the sharing functionality on the Platform. 

3. Intellectual Property

3.1. 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 1.4 of these Terms of Use. 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. 

3.2. By submitting or transmitting any content through the Platform, You grant EXeed a transferable, sub-licensable, non-exclusive, royalty-free, worldwide, irrevocable license to use such content in connection with Platform. 

3.3. 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. 

4. Privacy

4.1. EXeed will only process your personal data as set out in the EXeed privacy statement, which can be found here Privacy statement. 

4.2. To comply with applicable data protection legislation, EXeed reserves the right to delete personal data, including accounts and Badges, per its privacy statement. EXeed cannot be held liable for exercising this right. Requests for restoring deleted Badges need to be directed to the relevant Badge Issuing Party.

5. Warranty

5.1. The Platform is provided by EXeed to You ‘as is’ and EXeed makes no warranties of any kind, except as expressly provided in these Terms of Use. 

6. Liability

6.1. The Platform is provided to You free of charge and the extent permitted by mandatory law, EXeed is not liable to any damages, direct or indirect, caused under this Agreement. 

6.2. In any event and only if the exclusion of article 7.1 is not valid under mandatory law, the liability of EXeed will be limited to a total amount of EUR 250 for direct damages. In no event will EXeed be liable for any indirect loss, damage, cost or expense of any kind whatsoever and howsoever caused. 

6.3. The restrictions and exclusions set out in this article 7 will not apply if the damage is the result of willful intent and gross negligence by EXeed. 

7. Termination

7.1. The term of this Agreement will start on the day of your acceptance, by registering for the Platform and accepting these Terms of Use and will stay in effect until terminated by a Party as set out in this article 7. 

7.2. You may terminate the Agreement by unsubscribing from the Platform by sending an e-mail to 

7.3. 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 Terms of Use in any way, including but not limited to an alleged or actual infringement of the intellectual property rights of EXeed or any third party. 

7.4. In addition to the events set out in article 7.3, EXeed has the right to terminate the Agreement without any cause by giving You four weeks prior notice. In such an event, EXeed will provide you with technical means to download the Badges issued to you. 

 7.5. Upon termination of the Agreement, any rights granted to You under these Terms of Use will also cease to exist. 

7.6. In addition to article 7.5, EXeed will delete any Badge(s) issued to You during the term of this Agreement. During the term of the Agreement the term of the Agreement and 30 days after termination, You may download any Badge(s) issued to You. 

8. Miscellaneous

8.1. The applicability of any general conditions of You is hereby explicitly excluded. 

8.2. EXeed is entitled to amend or supplement these Terms of Use. If You do not agree to the amended Terms of Use, You can terminate the Agreement. 

 8.3. 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. 

9. Governing law and dispute resolution

9.1. 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. Mandatory consumer law may declare a court in your country in of residence competent as well, in which case You may also ask such court to settle a dispute arising from this Agreement.