The terms of this addendum (“Recommendation Terms” or these “Terms”) apply to your use of Accredible’s Recommendations Service. These Terms supplement the terms and conditions of the Accredible Terms of Service or other agreement or ordering document between you and Accredible (the “Agreement”). The Recommendations Service generates and serves Ads of your Courses targeting End Users based on non-personally identifiable criteria such as the content of the visited page.
In addition to the Terms of Service, these Terms apply to the access and use of the Recommendations Service. When you use our Recommendations Service, you agree to these Terms.
BY REGISTERING FOR, PURCHASING, OR USING THE RECOMMENDATIONS SERVICE, YOU AGREE TO THESE TERMS.
“We,” “us,” “our,” and “Accredible” means EdInvent, Inc. dba Accredible. “Customer,” “you,” or “your” means the applicable Accredible customer who ordered, purchased or is using the Recommendations Service. If you are accessing or using the Recommendations Service on behalf of a business or third party, you represent and warrant that you have the authority to do so and to bind that business or third party to these Terms, and your agreement to these Terms will be treated as their respective agreement. In this event, Accredible may hold you responsible for violations of these Terms by that business or third party, and "you," "your" and "party" as defined above will also refer to and apply to that business or third party.
If you have entered into an Agreement with Accredible with terms that cover subject matter also addressed in these Terms, those separate terms govern with respect to that subject matter, but these Terms govern with respect to any additional subject matter as well as to your use of the Recommendations Service.
Capitalized terms used but not defined in these Terms shall have the meaning assigned to them in the Terms of Service. Additional Definitions:
“Ad Pages” means the Accredible properties and Recommendation enabled properties of Network Issuers (e.g., Accredible webpages and Network Issuer credentials), on which Ads will be served.
“Courses” means a Network Issuer’s training, learning, professional, and educational courses and related content they wish to promote.
“End Users” means the users, students, customers, employees, or other individuals who are issued Credential(s) by Accredible customers, are the ultimate users or consumers of the Services or visit Accredible properties.
“Impressions” means any data pertaining to the means and frequency with which an End User interacts with your Ads, including number of sends, impressions, opens or clicks.
“Network Issuer” means any Accredible customer who uses or subscribes to the Recommendations Service, whether they’ve enabled or disabled the delivery of Network Pool Ads on their properties or not.
“Network Pool” means collectively, all of the Network Issuers that have enabled Recommendations on their properties and credential pages to receive Ads from other Network Issuers and their respective End Users.
“Recommendations Service” means Accredible’s course advertising service and associated tools that enable you to promote your Courses and receive insights on your Ad campaigns.
“Third Party” means any person or entity other than the Parties, and may include other Network Issuers as relevant.
We try to optimize your Ad campaigns to reach new End Users and offer you optimization tools and choices.
3.1 The Recommendations Service generates content-based advertisements of Courses owned by Network Issuers (“Ads”), and includes tools and features to promote and optimize your Ad campaigns. It allows End Users to discover your Courses on relevant Ad Pages through content-based Ads. When clicked, the Ads will direct End Users to (i) the corresponding Course destination website; or (ii) to any barrier pages on the website of the applicable Course (collectively, “Destinations”).
3.2 Accredible will operate and provide the Recommendations Service in accordance with these Terms. You authorize Accredible to generate and place Ads containing active URLs and other advertising materials and technology provided by you on Ad Pages. You also authorize Accredible to place Ads of Network Issuers within the Network Pool on your properties, subject to the terms of Sec. 3.3 below.
3.3 Accredible may offer you choices about whether you would like to use certain optimizations (e.g., to opt-out of competitor Ads shown on your properties, prioritized placement ect.). The Recommendations Service enables membership to the Network Pool by default. If you would like to ‘opt out’ of the Network Pool, you may do so by giving ten (10) days written notice to Accredible. For Customer Managed Accounts, you may also choose to ‘opt out’ prior to the implementation of the Recommendations Service by providing timely notice to your Account Manager. Once you’ve opted out, delivery of Ads from the Network Pool to your properties are disabled, and Accredible will not present Ads of other Network Issuers on your properties without your express permission.
3.4 Except as expressly provided in writing by Accredible, we do not guarantee your Ads will be displayed on or made available through any Ad Pages, nor do we guarantee your Ads will appear in any particular position or rank.
You grant us a license to generate and publish Ads of your Courses in connection with the Recommendations Service. We may use feedback and testimonials you choose to provide.
4.1 You grant Accredible a non-exclusive, worldwide, royalty-free, non-transferable license to use, copy, modify, distribute and publish Ads in connection with your Courses and the Recommendations Service (including for testing, compliance, service improvement, and marketing and promotional purposes). You represent and warrant that you own or have all necessary rights (including intellectual property rights) to your Courses in order to publish the Ads (including to grant the license above).
4.2 Accredible may develop (a) documents and diagrams (“Documents”) or (b) software (in source or object code form), sample code, or scripts (“Software”) for you as part of the Recommendations Service (such Documents and Software, “Developed Content”). Subject to any non-disclosure agreement in effect between you and us, we are not precluded from developing, using, or promoting Courses that are similar to or related to the Developed Content. Any Developed Content that we provide as part of the Recommendations Service is owned by Accredible.
4.3 Subject to the forgoing, Accredible and its suppliers shall own all right, title and interest in and to any Intellectual Property Rights in and to the Recommendations Service, Documentation, Developed Content and derivative works and related materials thereof. You shall own all right, title and interest in and to Customer Data, Customer Courses and all Intellectual Property Rights therein. All rights, title and interest in Third Party Applications, Third Party Courses, is the property of the respective owner.
4.4 If you choose to provide suggestions and feedback to Accredible, you agree that Accredible can (but does not have to) use and share such feedback for any purpose without compensation. If you provide testimonials about our Recommendations Service, we may post those testimonials in connection with our promotion of the Recommendations Service. Accredible reserves all of its Intellectual Property Rights in the Recommendations Service as further described in the Terms of Service.
Your use of the Recommendations Service must comply with all Applicable Laws and all applicable terms. You are fully responsible for any use of the Recommendations Service through your account.
5.1 General Use. You agree to comply with all terms, instructions and guidance set forth in these Terms and all restrictions and policies implemented by Accredible from time to time with respect to the use of the Recommendations Service, including the terms, representations, warranties, conditions and agreements set forth in the Agreement. If Accredible believe that you have violated or attempted to violate any terms or instructions, your access to the Recommendations Service may be temporarily or permanently revoked. Access to the Recommendations Service may be re-granted following a satisfactory showing that sufficient remedial action has been taken to re-establish compliance with the terms set out herein. You are responsible for any activity conducted through your account, including any purchases made or charges incurred.
5.2 Content Standard. The following content standards apply to any and all Ads and Courses as well as to all usage of the Recommendations Service. Accredible reserves the right to refuse to process and to remove any such content which, in our sole and unrestricted discretion: is not suitable for use with Accredible Recommendations Service; does not comply with applicable law in the UK and in any country from which the Ad or Courses is posted or the Recommendations Service are rendered or received; is defamatory, threatening, misleading or deceptive; contains obscene, offensive, hateful or inflammatory material or promotes or enables illegal or unlawful activities including, without limitation, violence or discrimination; or infringes or breaches any copyright, database right, trade mark or other intellectual property right of any other person, or any person’s right to privacy, confidentiality or other legal right (in tort or equity or otherwise). Any removal of Ads or Courses by Accredible shall be subject to prior written notice to you accompanied by an explanation for the removal.
5.3 Your Courses. You acknowledge that you are solely responsible for (i) all Courses submitted by you to Accredible, including the text, images, branding, URLs, tags, and pixels that comprise the Courses thereof, (ii) all trafficking or targeting decisions made by you, (iii) the Destinations of all Courses submitted by you, and (iv) all services, products and content advertised on such Destinations ("Advertised Products"). Without limiting the foregoing, you are solely responsible for:
5.3.1 ensuring your Courses do not violate any copyright or intellectual property rights whatsoever and wherever existing in the world of any Third Party;
5.3.2 ensuring your Courses are not offensive, profane, obscene, libelous or otherwise illegal;
5.3.3 ensuring your Courses do not contain or introduce malicious software into the Recommendations Service or other data stored or transmitted using the Recommendations Service; and
5.3.4 ensuring your Courses are not used for the purposes of spamming.
5.4 Applicable Law. Your Courses, Destinations, Advertised Products and use of the Recommendations Service must comply with all Applicable Laws at all times. Accredible may reject, remove or not deliver any Ad at any time for any reason, including failure to comply with Applicable Law.
5.5 Restricted Activity. In relation to the Recommendations Service, you agree not to, and agree not to enable or authorize any Third Party or Authorized User to, (a) engage in illegal or fraudulent conduct, including through use of the Ads, Courses, Destinations, Advertised Products or the Recommendations Service, (b) access or attempt to access, unauthorized information or restricted portions of the Ad Pages or other properties, (c) except as expressly authorized, copy, modify or create derivative works of the Recommendations Service or any related technology, (d) generate automated, fraudulent or otherwise invalid Impressions conversions, or other invalid activity, (e) use any automated means or form of scraping or data extraction to access, query or otherwise collect Accredible advertising-related information from the Recommendations Service except as expressly permitted, or (f) provide Courses, Destinations or Advertised Products that contain malware, spyware or any other malicious code or otherwise interfere with the operation of the Recommendations Service or any device or system or breach or circumvent any security measure of Accredible or a Third Party.
We will charge you periodically on the basis shown when your campaign was set up.
6.1 You may be offered more than one billing option when ordering the Recommendations Service. You agree to pay all applicable fees and charges we calculate for your use of the Recommendations Service (“Fees”). Fees are based solely on Accredible’s measurements for the Recommendations Service, and the applicable basis, rates and billing metrics (e.g., Impressions or clicks whether based on a monthly budget, time period, or other budget option) stated in your Ordering Document.
6.2 Accredible may offer you the option to earn revenue from Network Issuer Ads placed on your properties (“Revenue”). Revenue eligibility requires Accredible approval and must be reflected in your Ordering Document. Revenue is based solely on Accredible’s measurements for the Recommendations Service, and the applicable terms and rates stated in your Ordering Document. Revenue payments will be applied to your invoices on a net-60 day basis. Any Revenue in excess of your Fees and any other fees and charges due to Accredible, shall be applied to your account as a credit (“Revenue Credit”). Revenue Credits shall be due and payable to you within 60 days of either of the following: (a) termination or expiration of your Agreement and the Services; or (a) your Revenue Credit balance minus any Fees and other fees and charges due to Accredible, exceeds $5,000.
6.3 For any past due amounts, we may seek payment or reimbursement from you by any lawful means and may require payment of interest at the rate of 1.5% per month or the highest legally permissible rate, whichever is lower, on all amounts not paid when due until all amounts are paid in full. You agree to pay all applicable taxes, government charges and foreign exchange fees. For these purposes, taxes include all federal, state, and local sales, use, gross receipts, VAT, GST, levies and similar transaction taxes. You will have no liability for income taxes that are statutorily imposed on Accredible including taxes or fees measured by Accredible's net or gross income.
6.4 Certain Impression details for which you are billed are available upon request by contacting firstname.lastname@example.org. However, Impressions do not contain personal identification details of individuals who interact with Ads and, therefore, we cannot guarantee the accuracy of Impressions. You understand that Third Parties may generate Impressions for improper purposes which may affect your Fees, and you accept this risk. Your exclusive remedy for suspected improper activities affecting your Fees is to make a claim for a credit (“Fee Credit”) within 45 days of receipt of the applicable invoice. Any Fee Credit issued for suspected improper activity will be determined in Accredible’s sole discretion. Fee Credits are non-transferable and must be used prior to the termination or expiration of your Agreement and the Services.
Accredible’s Data Processing Agreement will govern the processing of Personal Data. You may use Recommendations Service Data only on an aggregate and anonymous basis to assess the performance and effectiveness of your campaigns and to optimize your campaigns.
8.1 All terms, representations, warranties, covenants, conditions and agreements set forth in the Agreement and the Agreement’s exhibits, addenda and other attachments as may be modified, renewed, substituted or extended, are hereby made a part of these Terms to the same extent and with the same force as if fully set forth herein, including but not limited to, the DPA located at www.accredible.com/dpa/ (or otherwise executed Data Protection Addendum applicable to and incorporated by reference in the Agreement).
8.2 Without limiting the prohibitions in the Agreement, you will not, and you will not enable or authorize any Third Party or Authorized User to, (a) except with the explicit opt-in consent of the applicable individual, associate any data obtained in connection with the Recommendations Service, including Impressions (“Recommendations Service Data”), with data that either directly identifies an individual or can be used to identify any individual and is subject to protection under Applicable Law ("Personal Data") or otherwise re-identify such data, or (b) target Ads based on sensitive data (as defined by Applicable Law) (“Sensitive Data”). You will also not transfer to Accredible any data that you know or reasonably should know constitutes Sensitive Data.
8.3 With respect to the Personal Data that you disclose or otherwise make available to Accredible for processing on your behalf, you agree that (i) you act as a “controller” or “business” (as each term is defined by Applicable Law) with respect to such data, and (2) Accredible acts as a “processor” or “service provider,” as each term is defined by Applicable Law, and processes such Personal Data on your behalf and subject to your instructions unless otherwise stated in specific terms for a relevant product or in the DPA. With respect to Personal Data collected in the European Economic Area, the United Kingdom, and Switzerland, all parties agree to comply with the applicable standard contractual clauses, which shall govern the international transfer of such data.
8.4 Customer may use Recommendations Service Data only on an aggregate and anonymous basis to assess the performance and effectiveness of your campaigns using the Recommendations Service and to optimize your campaigns. You agree to use reasonable measures to protect the confidentiality of Recommendations Service Data and to use appropriate security safeguards to protect Recommendations Service Data in accordance with industry standards. You may share Recommendations Service Data only with someone acting on your behalf, such as your service provider, provided that you are responsible for ensuring their respective compliance with these Terms and the Agreement and for limiting their respective use of the Recommendations Service Data on your behalf. Without limiting the foregoing, you shall not: (i) sell the Recommendations Service Data, (ii) combine the Recommendations Service Data with any data obtained by or on behalf of another advertiser or (iii) except for use solely on your own behalf in compliance with this Ads Agreement, transfer any Recommendations Service Data (including anonymous, aggregate, or derived data) to any ad network, ad exchange, data broker or other advertising or monetization related service.
This is our disclaimer of legal liability for the use of the Recommendations Service.
To the fullest extent permitted by law, in addition to disclaiming all implied warranties and other warranty terms as provided in the Agreement, Accredible disclaims all warranties regarding the accuracy of the Impressions provided, the rate at which space for your Ads becomes available on the Ad Pages, the nature and content of the Ad Pages on which Ads are served, the match rate for block lists of Ad Pages, the results of your campaigns, and all other uses of the Recommendations Service.
This is your indemnification obligation.
Customer agrees to indemnify and hold Accredible harmless from any damages, losses and costs (including, reasonable attorneys' fees) related to Third Party claims or proceedings, arising out of or related to your Ads, Destinations, Advertised Goods, use of the Recommendations Service or breach of these Terms.
11.1 Conflict. In the event of a conflict between your Agreement and these Terms, these Terms will control over any such conflict. For the avoidance of doubt, in the event of any such conflict, all non-conflicting terms of these Terms and the Agreement shall remain in full force and effect.
11.2 Amendments. Accredible reserves the right to amend or add to these Terms at any time and to change, delete, discontinue, or impose conditions on any feature of aspect of the services, without making prior notice to Customer, by posting the amended terms at www.accredible.com/recommendations-terms. Accredible’s right to amend these Terms includes the right to modify, add to, or remove terms. Customer’s continued access or use of the Recommendations Service following publication of such changes constitutes acceptance of the amended terms. Accredible reserves the right to ask Customer to acknowledge acceptance through an electronic click-through. These Terms may not otherwise be amended except through mutual written agreement by a duly authorized representative of each party.
Last Updated: July 07, 2022