Application Developer and “Open Credit” API License AgreementRevised: January 22, 2013
1. Acceptance of Terms.
Thank you for your interest in the Credly “Open Credit” API. By accessing, downloading or using the Credly APIs, You agree to be bound by this Application Developer and API License Agreement ("Agreement"). Credly, Inc. (“Credly”) provides its APIs to You subject to the following API License Agreement ("Agreement"). You may wish to print or save a copy of this Agreement for your records. Credly reserves the right, at its sole discretion, to update this Agreement at any time. You can review the most current version of this Agreement at any time at the URL for this page.
(a) “API Key” means the confidential security key provided by Credly to You for Your use of the Credly APIs.
(b) “Badge” or “Badges” means a digital credit or credential displayed on the Credly Website issued by an organization to a credential recipient upon completion of credential requirements.
(c) “Credly API” or “Credly APIs” or “Credly ‘Open Credit’ API” means the Credly application programming interface used to create applications for accessing and using the Service.
(d) “Credly Content” means, without limitation, all information, data, text, software, music, sound, photographs, graphics, video, images, messages, tags and/or other materials made available through the Service.
(e) “Credly Marks” means the trademarks, trade names, logos, and other identifiers of the Credly Service.
(f) “Credential Recipient” means a person or entity that meets the credential requirements set by You or the Issuer of any credential on Credly.
(g) “Credly Terms of Service” means the terms governing use of the Service as defined herein that may be updated periodically.
(i) “Credly Website” means the website operated by Credly that is accessible at www.credly.com.
(j) “Intellectual Property Rights” means all rights associated with: (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.
(k) “You” and “Your” refer to the person and/or entity accessing, downloading and/or using a Credly API in any manner.
(l) “Your Application” or “Your Applications” means application(s) that You create which use Credly Content or Credly APIs and interact with the Service for the purpose of providing access to the Service and Credly Content to those who use Your Application.
(m) “Your Content” means all information, data, text, software, music, sound, photographs, graphics, video, images, messages, tags and/or other materials You make available to the Service.
(n) “Service” means the Credly digital credentialing solution made available through, and including, the Credly Website, Credly mobile applications and Credly APIs.
3. License Grant.
(a) Credly APIs. Subject to Your material compliance with this Agreement, Credly grants You a non-exclusive, revocable, non-transferable, non-sublicensable, limited license to access, install and use the Credly APIs to develop, test, display, distribute and execute Your Applications.
(b) Credly Content. Subject to Your material compliance with this Agreement, Credly grants You a non-exclusive, revocable, non-transferable, non-sublicensable, limited license to access and display the Credly Content in Your Applications.
(c) Credly Marks. Subject to Your material compliance with this Agreement, Credly grants You a non-exclusive, revocable, non-transferable, non-sublicensable, limited license to display the Credly Marks in accordance with this Agreement solely for attributing to Credly as the source of the Credly APIs and Credly Content. You shall not use the Credly Marks in a manner that creates a false impression of endorsement, sponsorship, or association with Credly. You shall not use the Credly Marks as part of the name of a company or service, or in any product, service, name field or logos or domain name. All use of the Credly Marks by You, and all goodwill arising out of such use, shall inure to Credly's benefit.
4. Usage Limitations.
Credly may, in its sole discretion and without notice, limit: 1) the number of network calls that Your Application may make to access Credly Content; (2) the maximum file size; and/or 3) the maximum amount of Content that may be accessed.
(i) You shall not 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.
(ii) You shall not use the Credly APIs or Credly Content in any way not expressly permitted under this Agreement.
(iii) You shall not export Credly Content to a data store as a service or other cloud based service for any reason, including but not limited to any intention to replicate, in whole or in part, Credly’s data store, nor shall You repackage and/or resell Credly Content.
(iv) You shall not use the Credly APIs, Credly Content or other data collected through the Service to create or maintain applications that offer or promote services that may be damaging to, disparaging of, are competitive with or are otherwise detrimental to Credly, the Service or Credly’s licensors, licensees, affiliates or partners, as determined in Credly’s sole discretion. You shall not substantially replicate products or services offered by Credly in the Service, but You are explicitly permitted to create specialized versions or extensions of such products or services. For example, You are not permitted to fully replicate the Credly “My Credit” or “Account Settings” products, but you may create specialized views of Credly Content from a user’s publicly displayed Badges. In addition, You shall not use the Credly API, Credly Content, or other information collected from users of Your Applications to create or maintain a separate digital credentialing, microcredentialing, badging platform or social network or other social service.
(v) You shall not use or access the Credly APIs or Credly Content for purposes of monitoring the availability, performance, or functionality of the Service or for any other benchmarking or competitive purposes.
(vi) You shall not charge a premium for access to Credly Content via SMS or USSD.
(vii) You shall not pay, or offer to pay, third parties for distribution of Your Applications. This includes offering compensation for downloads of Credly Content (other than transactional fees) or other mechanisms of traffic acquisition.
(viii) You shall not download, reproduce, modify, translate, adapt or create derivative works based upon the Credly APIs, Credly Content or other data collected through the Service.
(ix) You shall not reverse engineer, decode, decompile, disassemble or otherwise attempt to access or derive the source code or architecture of the Credly APIs, Credly Content, Credly Website or any part of the Service.
(x) You shall not frame or otherwise reproduce significant portions of the Credly Content that appears on the Credly Website. You shall only display Credly Content through the Credly API or explicitly supported frame and embedding mechanisms explicitly made available through the Service.
(xi) You shall not use or access the Credly APIs to aggregate, cache or store place and other geographic location information contained in Credly Content.
(xii) You shall not remove or alter any proprietary notices or Credly Marks from the Credly API or Credly Content.
(xiii) You shall not store passwords of Service users.
(xiv) You shall not, in any manner, display any form of advertising within a stream of Content received through Your Application. In addition, advertisements cannot replicate the look and feel of, or reasonably be confused by users as a piece of Credly Content and should be clearly separated from Credly Content.
(xv) You shall not use the Service or Credly APIs, and shall not create Applications, for the purpose of “spamming” or “spadging”. Credly reserves the right, in its sole discretion, to determine what actions constitute “spamming” or “spadging” and such actions including but not limited to posting numerous substantially identical pieces of Credly Content, posting misleading or obfuscated evidence links and executing a large number of native actions of the Service in a short period of time.
(i) Your Applications shall refer users to the Service to provide existing Credly functionalities or features, and You shall not create substitutes or alternatives for the Credly functionalities and features without prior written permission from Credly.
(ii) You shall display a prominent link or button in all of Your Applications that directs new users to Credly's sign-up functionality.
(iii) You shall employ industry-standard measures to protect the security of the Service and Credly Content.
(iv) You grant Credly a perpetual, worldwide, royalty-free, non-exclusive, sublicensable, transferable license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display Your Content in connection with the Service. You acknowledge and agree 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.
(v) Prior to issuing and/or publishing a Badge, You shall obtain explicit consent from the Credential Recipient.
(vi) You shall adhere to the account settings of all Service users, including but not limited to, visibility, privacy, following and trust settings. You shall not modify the account settings of a Service user without the explicit consent of the Service user.
(vii) You agree to maintain attribution of all pieces of Credly Content to (1) the Credly issuer that posted such Credly Content and (2) the source of the Credly Content, if such source was provided by the issuer. In the case of images or icons used as part of Badge graphics on Credly, You agree to maintain attribution of such graphics in Your Application.
(viii) You shall immediately report to Credly any security flaws You discover in the Service or any of the Credly Content. Credly reserves the right, in its sole discretion, to determine what constitutes a security flaw. You shall further immediately report any actual or suspected unauthorized access to the Credly APIs using Your API Key(s). Failure to report such flaws or unauthorized accesses, particularly prior to public disclosure, shall be considered a material breach of this Agreement.
6. Technical Requirements.
You shall be solely responsible for obtaining, configuring and maintaining any hardware, network connectivity and third-party software required to use the Credly APIs, including, but not limited to, computers, operating systems, web browsers and storage devices.
You acknowledge and agree that Credly is not obligated to provide You or users of Your Application with support, software upgrades, enhancements or modifications of the Credly APIs.
8. API Keys.
You shall access the Credly APIs only with the API Key(s) issued to You by Credly. You may not sell, transfer or otherwise disclose Your API Key(s) to another party or use a single application API key for multiple Applications. You shall keep Your API Key(s) secure and You shall use it as Your sole means of accessing the Credly APIs. You are responsible for all activity that occurs in connection with Your API Keys.
9. Monitoring and Inspection.
(a) Credly may monitor Your use of the Credly APIs for the purpose of ensuring quality, security, compatibility, improving the Service, and compliance with this Agreement. You shall not interfere with such monitoring or otherwise obscure Your use of the Credly APIs. You agree to provide Credly with any information it requests to verify Your compliance with this Agreement and to allow Credly to inspect Your Applications or user interfaces at any time.
(b) Credly shall have the right, in its sole discretion, to pre-screen, refuse or remove any content, whether Your Content or Credly Content. Without limiting the foregoing, Credly shall have the right to remove any of Your Content that violates this Agreement, the Credly Terms of Service, applicable law or regulation, or that Credly deems objectionable.
10. Credly Advertising.
(a) Credly reserves the right to serve advertising via the Credly APIs ("Credly Ads") on a revenue sharing basis per Credly’s then-current terms and conditions.
11. Modification of Credly APIs.
Credly reserves the right at any time and from time to time to modify, suspend or discontinue, temporarily or permanently, any of the Credly APIs (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 Credly APIs.
12. Credly Intellectual Property.
You acknowledge and agree that Credly and its licensors own all right, title and interest (including, but not limited to, all Intellectual Property Rights) in and to the Credly APIs and Credly Content. You shall provide any necessary assistance and execute any all documents necessary to protect, enforce or perfect Credly’s Intellectual Property Rights. You shall not register, file or obtain any patent, copyright or trademark relating to or incorporating any of the Credly Marks, Credly Intellectual Property or Credly Content in Your own name.
If You elect to provide or make available to Credly any suggestions, comments, ideas, improvements or other feedback concerning the Credly APIs (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 Credly APIs and Credly shall be deemed to be the author of the same for all purposes.
15. Representations and Warranties.
(a) Mutual Representations and Warranties. Credly and You each represent and warrant to the other that: (1) it has the necessary power and authority to enter into this Agreement; (2) the execution and performance of this Agreement has been authorized by all necessary corporate or institutional action; (3) entry into and performance of this Agreement will not conflict with any provision of law or the certificate of incorporation, by-laws or comparable organizational documents of the party or conflict with any condition of any contract to which it is a party; (4) no action by any governmental organization is necessary to make this Agreement valid and binding upon the party; and (5) it possesses all governmental licenses and other approvals necessary to perform its obligations under this Agreement.
(b) Your Representations and Warranties. You represent and warrant that Your use of the Credly APIs shall comply in all material respects with the terms and conditions of this Agreement, the Credly Terms of Service, and all applicable laws and regulations.
(a) Indemnification of Credly. You agree that Credly shall have no liability and that You shall indemnify, defend and hold Credly, its officers, directors, employees, affiliates, subsidiaries, licensees, representatives, successors, assigns and partners (“Indemnified Partie(s)”) harmless against any loss, damage, cost, liability and expense (including reasonable attorneys’ fees) arising from any action or claim of a third party (collectively, “Claims”) relating to (1) use of the Credly APIs by You; (2) infringement of any third-party Intellectual Property Right attributable to You; (3) negligence or willful misconduct by You; or (4) breach of your representations or warranties herein.
(b) Procedure. Upon the assertion of any Claim or the commencement of any suit or proceeding, the Indemnified Partie(s) shall promptly notify You of the existence of such Claim and shall give You and/or Your insurance provider reasonable opportunities to defend the Indemnified Partie(s) and/or settle such Claim on behalf of the Indemnified Partie(s), subject to consultation with and approval by Credly, at Your own expense and with counsel of Your own choosing. The Indemnified Partie(s) shall at all times have the right to participate in any defense or settlement which it reasonably believes would have an adverse effect on its business, or the right to choose to defend themselves against any such Claim(s) or settle the same, including choosing their own counsel. The Indemnified Partie(s)shall cooperate fully with You, at Your expense, in the defense or settlement of any Claim. You shall not make any settlement of any Claims without the prior written consent of the Indemnified Partie(s).
17. Confidential Information.
(a) Definition of Confidential Information. “Confidential Information” as used herein means information identified in good faith by Credly as “Confidential” and/or “Proprietary,” or information that, under the circumstances, should reasonably be treated as confidential and/or proprietary. “Confidential Information” shall include, but not be limited to, the source code and architecture of the Service, Credly API protocols and documentation not otherwise available to the public, information relating to future releases of the Service, pricing information and business plans provided by Credly, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information that is either marked as “confidential” or disclosed in such a manner that it would be apparent it should be treated confidentially.
(b) Restrictions on Use and Disclosure. You may use Confidential Information only to the extent necessary to exercise Your rights under this Agreement. You may not disclose Confidential Information to a third party without the prior express consent of Credly, provided in writing or by email. You agree that You will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that You would use to protect Your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
18. Disclaimer of Warranties
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” CREDLY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (B) ANY WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS OF THE PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT, OR THAT YOUR USE OF SUCH PRODUCTS AND SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET YOUR REQUIREMENTS. CREDLY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, FURTHER EXPRESSLY DISCLAIMS THAT THE CREDLY APIs AND THE SERVICE WILL ALWAYS BE ACCESSIBLE OR “BUG” OR “VIRUS” FREE.
19. Limitation of Liability
(a) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY USE OF THE PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF THE SERVICE OR ITS DELIVERY VIA THE INTERNET, EVEN IF SUCH PARTY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. THE TOTAL LIABILITY OF CREDLY FOR ANY CLAIM UNDER THIS AGREEMENT SHALL NOT BE IN EXCESS OF FIFTY DOLLARS ($50.00).
(b) CREDLY UNDERTAKES NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY ARISING FROM ANY DEFECTS OR FAILURES IN ANY COMMUNICATIONS LINES, THE INTERNET OR INTERNET SERVICE PROVIDER, YOUR COMPUTER HARDWARE OR SOFTWARE, OR ANY OTHER PRODUCT OR SERVICE USED TO ACCESS THE SERVICE THAT IS NOT PROVIDED BY CREDLY. YOU ACKNOWLEDGE AND AGREE THAT CREDLY IS NOT RESPONSIBLE FOR THE ACCURACY OF ANY INFORMATION OR DATA CONTAINED IN THE SERVICE OR THE CREDLY CONTENT, AND CREDLY SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM RELIANCE ON ANY SUCH INFORMATION OR DATA UNDER ANY CIRCUMSTANCES.
21. Rights Upon Termination.
Upon the termination of this Agreement, You shall promptly destroy all copies of the Credly APIs, Credly Content and Confidential Information. You shall provide written proof of such destruction upon Credly’s request.
(a) Use of Name. You acknowledge and agree that Credly may identify You as a Credly customer on the Credly Website, or in advertising and promotional materials.
(b) Assignment. This Agreement shall inure to the benefit of, and be binding on, the parties and their permitted assigns. You may not assign or transfer, whether absolutely, by way of security or otherwise, all or any part of your rights or obligations under this Agreement. Credly shall have the right to assign its rights or delegate any of its responsibilities under this Agreement to an affiliate of Credly or in connection with a merger, acquisition, consolidation or reorganization of Credly or the sale of substantially all of its assets.
(d) Amendment. Credly reserves the right, at its sole discretion, to update this Agreement at any time. You can review the most current version of this Agreement at any time at the URL for this page. If you feel that Credly should make changes to this Agreement, or if You seek a waiver from certain provisions herein, please contact us at email@example.com.
(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 invalidity or unenforceability. Such provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of this Agreement.
(f) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the United States of America and the State of New York, without regard to conflict of laws principles.
(g) Dispute Resolution. All disputes with respect to this Agreement shall be brought and heard either in the New York State Courts located in the county of New York, New York, or the federal district court for the Southern District of New York. The parties consent to the in personam jurisdiction and venue of such courts. 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.
(h) Non-Waiver. The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
(i) No Joint Venture. This Agreement does not provide for a joint venture, partnership, agency or employment relationship between the parties and neither party shall have the power to obligate or bind the other party in any manner whatsoever. In addition, neither party shall represent to third parties that it is an agent or partner of or joint venturer with the other.
(j) No Third Party Beneficiaries. You agree that, except as otherwise expressly provided herein, there shall be no third-party beneficiaries to this Agreement.
(k) 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: 12, 15-19, 21-22.