These Terms of Service and any policies or addenda referenced herein (“Terms”) govern your access and use of Accredible’s Certificate Cloud Services and form a legally binding agreement between you (“Customer”, “you” or “your”) and EdInvent, Inc., dba Accredible (“Accredible”, “we” or “us”). Customer and Accredible may be individually referred to as a “Party”, and collectively as the “Parties”. These Terms apply to and are incorporated into any Ordering Document between you and Accredible (collectively the “Agreement”) regardless of if expressly referenced, unless agreed otherwise in writing. If you order or use our Recommendations Service, the additional terms at accredible.com/legal/recommendations-terms also apply to you, and are incorporated into the Agreement.
By executing an Ordering Document, or using the Certificate Cloud Services, you agree to be bound by these Terms. You represent that you are at or above the greater of eighteen (18) years of age or the age of majority in your jurisdiction and have the legal capacity to enter into this Agreement. If you are an employee, consultant or contractor entering into these Terms on behalf of or as part of your work for a company or other entity, you represent that you have the authority to bind such entity to these Terms, in which case the terms “Customer,” “you” and “your” shall refer to such entity.
Accredible may modify these Terms at any time by posting a revised version on this website or otherwise providing notice to Customer. By continuing to use the Services after the effective date of any modifications to these Terms, Customer agrees to be bound by the modified terms. Accredible reserves the right to ask Customer to acknowledge acceptance through an electronic click-through.
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 “Aggregated/Anonymized Data” means data originally derived from Customer Data or Service usage that has been aggregated and/or deidentified so that it does not identify Customer, its affiliates, or any end user, and cannot reasonably be reidentified using commercially available means.
1.3 “AI/ML” means artificial intelligence and machine learning techniques, models, or systems used to enable serviceembedded features such as inference, classification, recommendations, and anomaly detection.
1.4 “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. If Customer is an educational agency or institution, Applicable Laws may also include the Family Educational Rights and Privacy Act (“FERPA”).
1.5 “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.
1.6 “Certificate Cloud Services'' means any of the products, plans, and services offered by Accredible to customers, including those under the name “Accredible Certificates”, “Accredible Portfolios”, “Accredible Professional Profiles”, “Accredible Recommendations”, “Accredible Professional Services'' or successor branding. Certificate Cloud Services includes, without limitation, the service infrastructure, platform data and all information derived from the Certificate Cloud Services. For the avoidance of doubt, Certificate Cloud Services includes Services. Certificate Cloud Services expressly exclude: (a) any products, services, features, or experiences offered by Accredible directly to individual recipients, earners, learners, or users under separate terms, including any recipient‑controlled profiles, career records, skills models, job or course recommendations, or similar consumer‑facing services governed by standalone end‑user terms; (b) third party Credentials including without limitation any such third-party certification, testing and identity verification; and (c) non-Accredible applications.
1.7 “Confidential Information” shall have the meaning set forth in Section 11.1.
1.8 “Content” means the Accredible content, information, data products and services, and Documentation made available as part of the Certificate Cloud Services. Content excludes any content, insights, recommendations, profiles, analytics, or other materials generated, displayed, or provided by Accredible directly to individual recipients, earners, or end users under separate end-user or recipient-controlled services governed by standalone terms.
1.9 “Credential(s)” means evidence of achievement, ability, attainment, authenticity, compliance, completion, eligibility, entitlement, experience, identity, membership, qualifications, title or other attributes, qualities or traits, including without limitation digital certificates, digital badges, micro-credentials, or similar representations issued or managed through the Certificate Cloud Services. For the avoidance of doubt, “Credential(s)” as used in this Agreement refers only to credentials issued or managed pursuant to a Customer’s use of the Services and does not include credentials or records imported, uploaded, or otherwise provided by an individual recipient for their own independent purposes under separate end-user or recipient-controlled services offered by Accredible.
1.10 “Customer Data” means electronic data submitted by Customer or Customer’s content, information, data and Personal Data which Customer desires to process and disseminate by accessing and using the Services and any Customer icons, marks and/or logos Customer desires to have displayed on the service pages. As between Customer and Accredible, Customer Data shall also include Credential Output whether of (or issued by), Customer or third parties. For clarity, while Customer owns the Credential Output issued by Customer, Accredible retains ownership of all credential infrastructure and any electronic or interactive elements of a Credential. Customer Data expressly excludes: (a) any data submitted, provided, or generated by individual recipients, earners, learners, or end users for their own independent purposes under separate end‑user terms;
(b) any data processed by Accredible as a data controller on behalf of an individual recipient; (c) any aggregated, anonymized, or de‑identified analytics, benchmarks, insights, or statistical outputs that do not identify a Customer or an individual; or
(d) any third‑party credentials or records imported by an individual recipient outside the Customer relationship.
1.11 “Credential Output” means the static, human-readable representation of a Credential generated by the Services (such as a PDF certificate, image file, or non-interactive display text), excluding any Content, embedded links, hosted credentials pages, verification pages, meta data, schemas, QR codes, analytic, or other electronic or interactive components.
1.12 “Documentation” means the online guides and user manuals for the Certificate Cloud Services.
1.13 “Effective Date” shall mean the effective date of the applicable Ordering Document if these Terms are incorporated by reference, or if separately executed, the date of last signature hereto.
1.14 “Initial Term” shall mean the term provided on the Ordering Document and if not, a term of one (1) year.
1.15 “Intellectual Property Rights” means all patents, patent registration or applications, business processes, data rights, copyrights, trade names, trademarks, trade secrets, know-how, mask works, or any other intellectual property rights, whether registered or unregistered, arising or enforceable under United States law or the law of any other jurisdiction.
1.16 “Ordering Document” means any agreement, order form, purchase order, PO, or similar document executed between you and Accredible for the Services, including without limitation, the Certificate Cloud Services Order Form.
1.17 “Permitted Third Party" means a third party under contract with Customer to provide services related to the Services or otherwise authorized by Customer or Authorized User to access Customer Data, including Personal Data, through the Services for the purpose of performing its obligation to Customer or its Affiliates and is not a competitor of Accredible.
1.18 “Personal Data” means any data that is “personal information,” “personal data,” “personally identifiable information,” “nonpublic personal data,” or similar terms as defined by and regulated by Applicable Laws, including Customer Data where such data qualifies under Applicable Laws.
1.19 “Recipient” means a uniquely identified individual, entity or account to whom a Credential is issued by or on behalf of Customer through the Services, and that is distinguished within the Services by a unique identifier, such as an email address. For the avoidance of doubt, “Recipient” refers solely to an individual status in connection with Customer‑issued Credentials and does not include any actions, data, profiles, or services accessed by such individual under separate end‑user or recipient‑controlled services offered by Accredible.
1.20 “Recipient Credits” means a unit that is consumed the first time a Credential is published to a new Recipient within an annual billing period. Publishing additional Credentials to that same Recipient during that same billing period does not consume additional credits. Recipient Credits are deducted at the moment Credentials are published, and if a credential’s issue or expiry date is later updated outside the billing year in which it was originally issued—such as for renewal—an additional credit is consumed for that new billing period. Credits do not roll over; any unused credits expire at the end of the billing period, and deleting a credential does not restore any credits already spent.
1.21 “Services” means, collectively, the specific products, plans and/or services of the Ordering Document between Customer and Accredible for which Accredible has authorized Customer’s use and access and for which Accredible provides in its capacity as a data processor acting on Customer instruction.
1.22 “Start Date” means the start date for the Services as specified in the applicable Ordering Document. If no start date is specified in the Ordering Document, the Start Date shall be the Effective Date.
1.23 “Term” shall have the meaning set forth in Section 7.1.
1.24 “Third Party Services” means online applications and offline software that are provided by entities or individuals other than Accredible and that will not interoperate with the Certificate Cloud Services. These may include a non-Accredible service, website, product, connector or application provided by a third party.
2. LICENSE GRANTS.
2.1 License. Subject to the terms and conditions of this Agreement, Accredible 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 its own legitimate business purposes. Customer shall only allow Authorized Users to access the Services, and shall ensure that Authorized Users review and comply with the terms and conditions of this Agreement. There are no implied licenses. All rights not expressly granted are reserved by Accredible and its licensors.
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 Services, the Certificate Cloud Services, or the Content; (c) create Internet "links" to the Services or "frame" or "mirror" any Content on any other server or wireless or Internet-based device except where such linking is expressly permitted within the Services; (d) attempt to access portions of the Certificate Cloud Services for which it has not ordered or is not authorized by Accredible to access; or (e) reverse engineer or access the Certificate Cloud Services or Content in order to: (i) build a competitive product or service; or (ii) copy any Content or any ideas, features, functions or graphics of the Certificate Cloud Services.
2.3 Customer Data. Customer hereby grants to Accredible a non-exclusive, worldwide license, to use, reproduce, create derivative works, display, store and perform Customer Data as necessary to provide, maintain, support, secure and improve the Services, and to maintain security and integrity of the Certificate Cloud Services.
3. OWNERSHIP.
3.1 Accredible Ownership. Accredible 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. Accredible shall own all right, title and interest in and to Aggregated/Anonymized Data and such data shall not constitute Customer Data or Confidential Information of Customer. Accredible may generate and use Aggregated/Anonymized Data for internal analytics, service improvement, benchmarking and other lawful business purposes consistent with Applicable Law. All right, title and interest in Third Party Services is the property of the respective owner.
3.2 Customer Ownership. Customer shall own all right, title, and interest in and to Customer Data and all Intellectual Property Rights therein, including any Credential Output issued by Customer. For clarity, Customer’s ownership of Credential Output does not include any rights in or to any electronic, hosted, or interactive components of a Credential.
4. OPERATION OF THE SERVICES.
4.1 Implementation of Services. Promptly following the Agreement Start Date, Accredible 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, and for any liabilities incurred through use of such passwords by anyone who obtains such passwords until Customer notifies Accredible’s customer service of such unauthorized use. Upon Customer’s report of unauthorized use of the Services or Accredible’s knowledge of actual or suspected unauthorized use, Accredible may, upon notice to Customer where feasible, temporarily disable access to the Services solely to the extent and for the time period necessary to investigate, prevent or mitigate actual or suspected unauthorized use and shall restore access promptly once the issue has been resolved.
4.2 Services Operation. Accredible shall host, maintain and operate the Certificate Cloud Services for use by Customer and Authorized Users. Accredible shall use commercially reasonable efforts to: (a) deploy industry standard administrative, physical, and technical safeguards, including without limitation, firewall and TLS technology; (b) monitor, track and report on Certificate Cloud Services availability; and (c) limit access to the Services only to Authorized Users.
4.3 Compliance with Laws. Customer shall use the Services in compliance with all Applicable Laws, statutes, rules, regulations and terms of service. If necessary to comply with any of the foregoing, upon notice to Customer where feasible, Accredible may modify or suspend access to the Services solely to the extent and for the time period necessary for compliance. This remedy shall be in addition to, and shall not limit Accredible’s ability to terminate this Agreement based on material breach or pursue damages or other remedies available under law and equity.
4.4 Upgrades and Changes. Customer understands that Accredible may make upgrades to the Certificate Cloud Services or the manner in which they are made available, and that those upgrades may create differences in how the Certificate Cloud Services operate in the future. Accredible may make changes to the Certificate Cloud Services as necessary to comply with Applicable Law. Accredible will not make any such changes in a manner that materially diminishes the functionality of the Services purchased by Customer under the applicable Ordering Document.
4.5 Protection of Customer Data. Accredible will maintain administrative, physical, and technical safeguards designed for the protection of Customer Data. Those safeguards will include measures designed to prevent unauthorized access, use, modification or disclosure of Customer Data by Accredible personnel except: (a) to provide the Certificate Cloud Services and to prevent or address service or technical problems; (b) to comply with all Applicable Laws; (c) as expressly permitted in writing by Customer; or (d) to enforce Accredible’s rights under this Agreement. The terms of the data protection addendum at accredible.com/legal/dpa/ (the “Accredible DPA”) are hereby incorporated by reference and shall apply to the extent Accredible processes Personal Data on behalf of and under the instruction of Customer in its capacity as a data processor in connection with the Certificate Cloud Services.
4.6 AI and Machine Learning Use. Accredible may use automated and algorithmic techniques, including AI/ML, as part of providing, securing, operating, supporting, and improving the Services. Such use may include data analysis, classification, matching, recommendations, enrichment, and similar servicerelated functionality. Any use of Customer Data in connection with AI/ML is limited to service-related purposes in accordance with this Agreement and Applicable Law. Accredible does not use Customer Data to train or develop generalpurpose artificial intelligence models or foundation models, nor does it permit Customer Data to be used to train thirdparty models outside the scope of providing the Services. AI/ML systems may be trained, validated, or improved using Aggregated/Anonymized Data.
5. FEES, PAYMENT AND TAXES.
5.1 Fees and Payment. Unless otherwise specified in the Ordering Document, all payments of fees and charges are due net thirty (30) days from the date of invoice. Amounts not paid after 45 days (15 days overdue) are subject to a late payment charge of one and one-half percent (1.5%) per month, or if less, the maximum rate permitted by Applicable Law until paid in full. Customer will reimburse Accredible for reasonable costs of collection incurred on amounts overdue beyond the cure period. If any past due balance remains unpaid for 30 days, Accredible has the right to suspend the Services until overdue payment is received.
5.2 Taxes. The prices for the Services are exclusive of all federal, state, or local sales, use, VAT or excise taxes. Except for taxes based on Accredible’s net income, Customer is responsible for all tax associated with the purchase of the Services, including, if applicable, all sales, use, excise, VAT and other taxes which may be levied upon either Party in connection with this Agreement. If Customer claims a tax exemption or reduced rate, Customer must provide valid, properly completed exemption or resale certificates and any other documentation reasonably required to substantiate the exemption or reduction. Nonexempt Customers shall pay all applicable taxes, and if Accredible is required to remit or collect taxes for which Customer is responsible, Accredible will invoice Customer for such taxes and Customer shall pay them in accordance with Section 5.1.
6. CUSTOMER RESPONSIBILITIES.
6.1 Customer acknowledges that Customer alone provides Customer Data for use with the Services and is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data, and its intellectual property ownership or right to use of any and all Customer Data, including any Customer Data embedded in Credential Output and the authenticity, validity, legitimacy, legality and content of Credentials. Accredible shall have no responsibility or liability for Customer Data or for the substance of any Credential except to the extent caused by Accredible’s failure to perform the Services in accordance with this Agreement. For example, if Customer Data contains outdated or inaccurate information, Accredible shall not be responsible or liable for such outdated or inaccurate information.
6.2 Customer shall only allow Authorized Users to access the Services and shall ensure that Authorized Users review and comply with the terms and conditions of this Agreement. Customer shall also ensure that Customer and Authorized Users comply with any terms and conditions associated with Third Party Services.
6.3 Customer shall not and shall ensure that its Authorized Users do not: (a) send spam or otherwise duplicative or unsolicited messages; (b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (c) transmit or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (d) interfere with or disrupt the integrity, security or performance of the Certificate Cloud Services; or (e) attempt to gain unauthorized access to: (i) the Certificate Cloud Services or its related systems or networks; (ii) other user’s accounts; or (iii) optional components of the Certificate Cloud Services that Customer has not paid for.
6.4 If Customer shares Personal Data with Accredible for any reason, including to process for the purpose of the Services, Customer represents and warrants that it will comply with all Applicable Laws and will maintain and display a privacy policy that is consistent with Applicable Laws. Customer further represents and warrants that: (a) it will not use the Services to issue Credentials to, or knowingly provide Personal Data relating to, any individual under the age of thirteen (13); (b) it has all necessary rights, lawful authority, and legal bases under Applicable Laws to collect, use, and share all Personal Data provided to Accredible, including Personal Data relating to minors; (c) where consent is required under Applicable Laws, such consent has been validly obtained from the appropriate individual or authorised representative; and (d) it will not provide Personal Data beyond what is necessary for use of the Services, nor any special categories of Personal Data, unless expressly permitted by Accredible.
7. TERM AND TERMINATION.
7.1 Term; Renewal Term. 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 (each a “Renewal Term”) unless either Party gives the other Party written notice at least forty-five (45) days prior to the expiration of the current term of its intent not to renew, in which case the Agreement shall expire at the end of such term. The Initial Term, together with all Renewal Terms, if any, shall be the “Term”.
7.2 Renewal Fees. Unless otherwise specified in the applicable Ordering Document, the fees for the Services during each Renewal Term may be increased by Accredible upon renewal. Such increase shall not exceed 6% for any single Renewal Term. Any increase shall be applied to the pre-discounted fees for the expiring Ordering Document.
7.3 Termination for Cause; Suspension. Either Party may terminate this Agreement for material breach by giving written notice to the breaching Party as provided below, subject to a thirty (30) day cure period. If the breaching Party fails to cure a material breach within such thirty (30) day period, the nonbreaching Party may terminate immediately upon written notice.
Accredible may, upon notice to Customer where feasible, temporarily limit or suspend Customer’s account(s) and access to the Services solely to the extent and for the time period necessary to address any security issue. Accredible shall restore access promptly once the issue has been resolved.
7.4 Effect of Termination. Upon the termination or expiration of this Agreement:
(a) all licenses granted to Customer hereunder shall immediately terminate;
(b) each Party shall, at the other Party’s written request, return or destroy all copies of the other Party’s Confidential Information or other material then in its possession owned solely by such other Party and upon written request provide written certification by an authorized officer of such destruction;
(c) notwithstanding the foregoing, Accredible may continue to host, display, maintain and make available any Credentials issued by Customer that were active as of the effective date of termination, solely for the purpose of enabling ongoing verification of such Credentials for their remaining validity period, unless Customer expressly instructs Accredible in writing to disable or remove specific Credentials; and
(d) Customer acknowledges that removal or disabling of Credentials may impair the ability of recipients or third-party verified to validate Credentials previously issued by Customer.
The definitions contained herein and the following shall survive termination or expiration of this Agreement: Section 1 (Definitions), Section 3 (Ownership), Section 6 (Customer Responsibilities), Section 7.4 (Effect of Termination), Section 8 (Indemnity), Section 9 (Warranty Disclaimer), Section 10 (Limitation of Liability), Section 11 (Confidential Information), Section 12 (Third Party Products and Services), and any payment obligations incurred prior to the termination or expiration of this Agreement.
8. INDEMNITY.
8.1 Accredible’s Indemnification Obligations. Accredible shall defend, indemnify, and hold harmless, Customer from and against any third party claims, demands, suites, actions, damages, liabilities, losses, fines, penalties, costs and expenses, including reasonable attorneys’ fees, which Customer may incur to the extent arising out of or relating to: (a) a claim that Customer’s authorized use of the Services hereunder infringes any copyright, trade secret right or United States patent or (b) Accredible’s breach of its confidentiality obligations herein. The foregoing sets forth Customer’s sole and exclusive remedy, for infringement or misappropriation by Accredible of third-party intellectual property rights.
8.2 Customer’s Indemnification Obligations. Customer shall defend, indemnify, and hold harmless Accredible and its suppliers from and against any and all third party claims, demands, suites, actions, damages, liabilities, losses, fines, penalties, costs and expenses, including reasonable attorneys’ fees, which Accredible and its suppliers may incur to the extent arising out of or relating to Customer Data, including any allegation that Customer Data infringes, misappropriates, or violates any thirdparty rights or Applicable Law.
8.3 Defense and Settlement Control. As a condition to such defense under Section 8.1 or 8.2 above, the indemnifying party will provide the indemnified party with prompt written notice of the claim and permit the indemnified party to control the defense, settlement, adjustment or compromise of any such claim. Neither Party shall have authority to settle any claim on behalf of the other Party.
9. WARRANTY DISCLAIMER.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS (INCLUDING ANY SERVICE LEVEL AGREEMENT, IF APPLICABLE) AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CERTIFICATE CLOUD SERVICES, THE SERVICES, THE DOCUMENTATION AND ANY SUPPORT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ACCREDIBLE 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. ACCREDIBLE DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM ACCREDIBLE’S NETWORK AND OTHER PORTIONS OF THE INTERNET. ACCORDINGLY, ACCREDIBLE DISCLAIMS ANY AND ALL LIABILITY ON ACCOUNT THEREOF. Customer acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein.
10. LIMITATION OF LIABILITY.
10.1 INDIRECT DAMAGES LIMITATION. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
10.2 LIMITATION OF LIABILITY. EXCEPT FOR CLAIMS IDENTIFIED IN SECTION 10.3, EACH PARTY’S TOTAL LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNTS PAID TO ACCREDIBLE BY CUSTOMER TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE FIRST OCCURRENCE TO THE EVENTS GIVING RISE TO THE IMPOSITION OF LIABILITY HEREUNDER. CUSTOMER AND ACCREDIBLE AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 10 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.
10.3 LIMITATION EXCLUSIONS. THE LIMITATIONS IN SECTION 10.2 SHALL NOT APPLY TO: (i) ACCREDIBLE’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8.1; (ii) CUSTOMER’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8.2 (iii) EACH PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 11; AND (iv) EACH PARTY’S WILLFUL OR INTENTIONAL MISCONDUCT.
11. CONFIDENTIAL INFORMATION.
11.1 Any information that is transmitted by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) hereunder and: (a) if in written form, is marked “confidential” or with a similar legend by the Disclosing Party before being furnished to the other; (b) if disclosed orally or visually is identified as such prior to disclosure and summarized, in writing, by the Disclosing Party to the Receiving Party within thirty (30) days; or (c) any information, whether or not marked as confidential, that relates to a Party’s security, technical, or operational controls, including without limitation: audit reports (including SOC 2, penetration testing report or similar reports), any information provided in the course of an audit, security program documentation, penetration test details, vulnerability assessments, architecture diagrams, technical integration specifications, system configurations, network details, product security features, and other materials or information reasonably understood to be sensitive security or technical information shall be deemed to be the confidential information of the Disclosing Party for purposes of this Agreement (“Confidential Information”).
11.2 Confidential Information shall not include information that: (a) was in the public domain at or subsequent to the time it was communicated to the Receiving Party by the Disclosing Party through no fault of the Receiving Party; (b) was rightfully in the Receiving Party’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated to the Receiving Party by the Disclosing Party; (c) was developed by employees or agents of the Receiving Party independently of and without reference to any Confidential Information communicated to the Receiving Party by the Disclosing Party; or (d) was communicated by the Disclosing Party to an unaffiliated third party free of any obligation of confidence.
11.3 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. Each Receiving Party shall use at least the same degree to care it uses to protect its own confidential information of a similar nature but no less than reasonable care, to prevent unauthorized disclosure or use of the Disclosing Party’s Confidential Information and to prevent such Confidential Information from falling into the public domain or into the possession of any unauthorized person. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees and legal or accounting advisors who need access to such Confidential Information in order to affect the intent of this Agreement and who have entered into written confidentiality agreements with such Party with confidentiality obligations no less protective than those contained herein. The Receiving Party shall immediately give notice to the Disclosing Party of any unauthorized use or disclosure of Disclosing Party’s Confidential Information. The Receiving Party agrees to assist the Disclosing Party in remedying such unauthorized use or disclosure of its Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, subpoena, or court order, provided it gives prompt notice to the Disclosing Party (unless prohibited by law) and cooperates to limit the scope of such disclosure.
11.4 Upon Disclosing Party’s request, the Receiving Party shall promptly return or destroy all Confidential Information, except that one archival copy may be retained solely for legal compliance purposes. These confidentiality obligations shall survive for five (5) years after termination or expiration of this Agreement, except for trade secrets, which shall be protected for as long as they remain trade secrets under Applicable Law.
12. THIRD PARTY PRODUCTS AND SERVICES
Accredible may provide access or links to Third Party Services and other non-Accredible products, applications, services and platforms for Customer to use within the Services (collectively, “Non-Accredible Services”). Non-Accredible Services are optional and are not part of the Services. Accredible does not endorse, or recommend any Non-Accredible Services. Unless otherwise provided, Customer’s access and use of any Non-Accredible Services is governed exclusively by the applicable third-party terms, not this Agreement or Accredible’s Privacy Policy. Accredible disclaims all responsibility and liability relating to Customer’s use of Non-Accredible Services. Customer authorizes and instructs Accredible to provide Permitted Third Parties access to Customer Data, including Personal Data, pursuant to Applicable Law and as necessary for the provision of the Services. Customer agrees that Accredible is not responsible for the data practices of Permitted Third Parties with whom Customer elects to share Customer Data, and further acknowledges that it is solely responsible for providing sufficient notices, obtaining appropriate consents, complying with Applicable Law and adherence to the respective third party’s terms. Customer acknowledges sole responsibility for and assumes all risk arising from using Third Party Services and authorizing its access to Personal Data through the Services. Accredible provides support only for Accredible Services. Questions or issue regarding Non-Accredible Services should be directed to the applicable third-party. Accredible makes no warranty or representation on the availability or quality of Third Party Services and reserve the right to discontinue, disable, or remove access to any Third Party Service at any time.
13. GENERAL PROVISIONS.
13.1 Governing Law; Jurisdiction; Venue. 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, and the Superior and Municipal Courts of the State of California, Santa Clara County, in any litigation arising out of this Agreement.
13.2 Waiver. Except as expressly provided herein, all rights and remedies conferred under this Agreement or by any other instrument or law shall be cumulative and may be exercised singularly or concurrently. Failure by either Party to enforce any contract term shall not be deemed a waiver of future enforcement of that or any other term.
13.3 Notices. All notices under this Agreement must be in writing and delivered via email or nationally recognized overnight courier. Notices are deemed given: (a) when sent by email, upon confirmation of transmission; and (b) if sent by courier, on the next business day after deposit. Notices shall be sent to the individuals and at the address set forth in the applicable Ordering Document or such other address as either Party may specify in writing.
13.4 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except that either Party may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all its assets, provided the assignee is not a direct competitor of the other Party and agrees to be bound by this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns.
13.5 Independent Contractors. The Parties are independent contractors and nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the Parties.
13.6 Marketing and Publicity. Customer permits Accredible to reference Customer’s name and logo solely to identify Customer as a user of the Services in Accredible’s routine customer lists on Accredible's website, customary marketing materials, and internal or external presentations. With Customer’s prior written approval of the specific content, Accredible may also use Customer’s name, logo, and a brief description of the Services provided to Customer in case studies or press releases during the Term. Customer may request removal or modification of any such use at any time, and Accredible will promptly comply. All goodwill arising from use of Customer’s name or logo inures solely to Customer. Accredible's use of Customer's name and logo does not create any ownership right therein, and all rights not expressly granted to Accredible are reserved by Customer.
13.7 Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of: (a) any provision of any present or future law or regulation of the United States or any Applicable Law that applies to the subject matter hereof; and (b) strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government action, acts of terrorism, earthquakes, power outages or any other cause which is beyond the reasonable control of such Party.
13.8 Severability. If any provision of this Agreement shall be unenforceable or invalid under any Applicable Law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provisions shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of Applicable Law or applicable court decisions.
13.9 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimiles shall be treated as originals.
13.10 Headings. The section headings and captions of this Agreement are included merely for convenience of reference. They are not to be considered part of, or to be used in interpreting this Agreement and in no way limit or affect any of the contents of this Agreement or its provisions.
13.11 Order of Precedence. Notwithstanding anything to the contrary in this Agreement, to the extent there is a conflict or inconsistency between these Terms, the Accredible DPA, and any applicable Ordering Document, the following order of precedence shall govern and control any such conflict (unless such term(s) contradict a requirement under Applicable Law in which case such requirement shall prevail): (1) the applicable Ordering Document (2) the Accredible DPA (3) these Terms. For the avoidance of doubt, in the event of any such conflict, all non-conflicting terms of these Terms shall remain in full force and effect.
13.12 Purchase Order. Any purchase order, onboarding document, or similar procurement document issued by Customer document (“PO”) issued in connection with the Services shall be for administrative convenience only. No terms or conditions contained in any PO, whether signed, acknowledged, or otherwise accepted by Accredible, shall modify, supplement, or supersede this Agreement, and all such PO terms are hereby rejected and will be of no force or effect. Accredible’s performance of the Services, issuance of an invoice, or acceptance of a PO number shall not be deemed acceptance of any PO terms.
13.13 Entire Agreement. The Agreement, including all exhibits, addenda and any attachments to the Agreement, constitutes the entire agreement between the Parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. Except as expressly provided, the Agreement may not otherwise be amended except through mutual written agreement by a duly authorized representative of each Party.
Last Updated: April 2026
Accredible is the world’s leading digital credential platform, enabling education and training leaders to increase learner engagement and drive program growth.
Accredible is the world’s leading digital credential platform, enabling education and training leaders to increase learner engagement and drive program growth.
