Hello and welcome to Certify, a company in the United Kingdom ("Certify", "we", "us" or "our") through our websites ( certify.one), our Certify app and our APIs (collectively "the Site" or "Certify"). Your access to and use of the Site is subject to the following terms of use ("Terms"). As used in these Terms, "you" refers to the person and/or entity using the Site in any manner. By using the Site, you agree to be bound by these Terms and Privacy Policy and Data Processing Addendum which are incorporated by reference into these Terms. Certify may modify or amend these Terms in its sole discretion at any time.
You indicate your agreement to these Terms by clicking or tapping a button that indicates your acceptance of these Terms or by using the Certify platform.
For your convenience, these Terms sometimes include brief, non-binding summaries followed by the full legal terms.
1. THE CERTIFY SERVICE.
In short: Certify is a service for creating, issuing, organising, issuing and sharing digital credentials in the form of digital badges and digital certificates. The credentials created by Certify are based on the Open Badge Specification. You can use Certify if you are over 13 years old. Certify is constantly evolving and some features may change in the future.
1.1 Description.
Certify is an online platform for creating, selecting, issuing, receiving and sharing digital credentials ("Badges and Certificates"), as well as associated administrative tools and services. Recipients can use Certify to receive credentials. Certify also includes features that integrate with products and services offered by third parties to facilitate the process.
1.2 Open Badges.
Credentials are based on the Open Badge Specification, developed through the work of the IMS Global Learning Consortium, Inc. ("IMS Global") and its members. ("IMS Global"). Certify expects all users to respect the Open Badge Specification. Certify has no role in determining the value or veracity of a credential, and Certify does not endorse or attest to the qualifications of any Recipient. You are solely responsible for determining the value and veracity of each credential.
1.3 Eligibility.
You may only access and use Certify if you are able to enter into a binding contract with Certify and only in accordance with these Terms and all applicable laws. You must be 13 years or older to use Certify.
1.4 Changes to Certify.
We reserve the right to modify or discontinue Certify (or any part or feature thereof) with or without notice. For example, we may change the pricing for Certify at any time or add new fees and charges from time to time, but we will notify you of these changes through information on the Site. You acknowledge that Certify may establish general practices and limits regarding your use of Certify, including, without limitation, the maximum period of time that data or other content will be retained on our servers. Certify is not liable to you or any third party for any modification, suspension or discontinuance of Certify.
1.5 Prohibited Uses.
Except where you have received express written permission from Certify, you are prohibited from accessing or using the Site at all times: (a) to create a competitive product or service or (b) in conjunction with other services that you sell or do not monetise. You are at all times prohibited from circumventing, or attempting to circumvent, any limitations imposed on your account, the Certify Content, or other services provided by the Site, including, without limitation, the Certify APIs.
2. ACCOUNT MANAGEMENT.
In short: you can register for a Certify account to access certain features. There are several types of user accounts, each with different administrative controls. If you are registering an account on behalf of an organisation, the organisation is responsible for all actions in Certify. You are responsible for providing accurate registration information and keeping your account secure.
2.1 Registered Users.
Some Certify features are only available if you register a user account. Users who register an account (each a "Registered User") have access to additional features and functions of the Site, for example, only Registered Users can create, select and issue Badges.
2.2 Account Holder.
The person registering an account with Certify is the owner of that Certify account ("Account Owner"), provided that if you are registering on behalf of a company or organisation, that entity will be the Account Owner. If you are registering with Certify on behalf of a company or organisation, you represent and warrant that you have the authority to bind that entity to these Terms and, if so, "you" and "your" as used in these Terms refer to that organisation.
2.3 Types of Registered Users.
Administrator. The Account Owner will designate one or more administrators who will have full access and administrative rights over all areas of the Site available to the Account Owner ("Administrator"). The Account Owner may change Administrators at any time through the Site. The Administrator must also be a registered user.
Editors and Staff. "Editors" are mid-level administrators who can create, edit, delete and issue Credentials. "Staff Members" are lower-level Administrators who can issue Credentials created by the Administrator or Editors. The Administrator can choose to assign one or more Editors and/or Team Members. Editors and team members must also be registered users.
Recipients. End users who use our Services to receive, manage, and display their Credentials.
2.4 Registration.
If you choose to register with the Site, you agree to provide and maintain accurate, complete and current information about yourself as prompted by the registration form. You are responsible for maintaining the confidentiality of your login credentials and account information and are fully responsible for any and all activity that occurs under your account. Registered Users agree to (a) immediately notify Certify of any unauthorised or suspicious use of their password or account or any other breach of security and (b) ensure that they exit from the Registered User account at the end of each session when accessing the website. Certify is not liable for any loss or damage arising from the Registered User's failure to comply with this provision.
2.5 Third party registration and login.
We may offer you the ability to register an account using Facebook, Google or other third-party services. If you choose to register through a third party service or connect a third party service account to your Certify account, Certify may have access to certain information made available by you through that third party service. Certify does not control, is not responsible for, does not endorse, and disclaims any and all liability associated with the use of such third party services. Third party products and services are subject to the terms and conditions and privacy policies of such providers. You represent and warrant that you will comply with all terms and conditions associated with such third party services and agree to defend and hold Certify, its subsidiaries and affiliates harmless from any claim or demand, including reasonable attorneys' fees, arising out of or related to such third party services.
3. USER CONTENT.
In Short: You own and are responsible for the content you post on Certify, but you grant us certain rights to use it. You agree not to post content that does not belong to you. We may use your comments and suggestions.
3.1 User Content.
All information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials shared by Certify, whether publicly posted or privately transmitted ("User Content"), is the property of the responsible account owner. You agree not to post any User Content that you did not create or to which you do not have the right, title or interest, including, without limitation, all copyright and publicity rights therein.
3.2 User Content Licence Grant.
By posting User Content, you grant Certify a perpetual, worldwide, royalty-free, non-exclusive, sub-licensable and transferable licence to use, copy, translate, distribute, reproduce, modify, adapt, publicly perform and publicly display the User Content in connection with our legitimate business interests, including, without limitation, the Site, the promotion, advertising or marketing of Certify and other uses supported by or related to the Open Badge Specification. You understand that the technical processing and transmission of data associated with Certify, including User Content, may require: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements for connecting networks or devices. You acknowledge and agree that Certify may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (1) comply with legal process, applicable laws, or governmental requests; (2) enforce these Terms; (3) respond to claims that any Content violates the rights of third parties; or (4) protect the rights of Certify, its users, or the public.
3.3 Feedback.
You acknowledge and agree that any suggestions, comments, ideas, improvements or other feedback about Certify (collectively "Feedback") that you provide to Certify are non-confidential and Certify is granted a non-exclusive, transferable, royalty-free, sub-licensable, irrevocable, perpetual, worldwide right and licence to use, disclose, reproduce, modify, license, transfer and otherwise use or distribute your Feedback in connection with the Site or other products and services offered by Certify, without credit or compensation to you.
4. OUR RIGHTS.
In short: Certify owns the Certify platform and all of our content, but we grant you certain usage rights. You agree to use our Site and content only in the ways we allow.
4.1 Ownership and Licensing of Content.
The Site contains content ("Certify Content") that may be protected by trademark, patent, copyright, trade secret or other proprietary rights and laws. Certify grants you a limited licence to access and use the Site and Certify Content, provided that you keep intact all copyright or other proprietary notices. Your use of the Site does not give you ownership of any intellectual property rights in Certify or the Certify Content you access. The foregoing licence is subject to these Terms and does not permit the use of any data mining, robots, data scraping or harvesting, or similar extraction methods. Any use of the Site or the Certified Content that is not specifically authorised herein is strictly prohibited and will terminate your licence. The technology and software, including source code, are owned by Certify ("Software"). Any rights not expressly granted herein are reserved by Certify.
4.2 Restrictions.
You may not (a) copy, modify, create a derivative work of, decompile, decode, reverse engineer, reverse assemble, or otherwise attempt to discover any source code in the Software; (b) sell, assign, sublicense, grant a security interest in, or otherwise transfer any right to the Software or any part or component thereof; (c) attempt to access or derive the source code or architecture of any part of the Software; or (d) access Certify by any means other than through the interfaces provided by Certify and as expressly authorised by the Terms.
4.3 Our trademarks.
The Certify name and logo, Certify, and other names and logos we use in connection with the Site are trademarks and service marks of Certify (collectively, the "Marks"). Other company, product and service names and logos used and displayed on the Site may be trademarks or service marks of their respective owners, who may or may not endorse or be affiliated with or connected to Certify. Nothing in these Terms should be construed as granting, by implication or otherwise, any licence or right to use any of the Marks, without our prior written permission in each case. All goodwill generated by the use of the Marks shall remain for our sole benefit.
5. THIRD PARTY CONTENT.
In short: we are not responsible for content belonging to third parties. We may remove content at our sole discretion, but we are not obligated to do so. You are responsible for evaluating the accuracy of any content posted on Certify.
Under no circumstances will Certify be liable in any way for any content posted or shared on the Site by third parties or links to websites and services maintained by third parties. We cannot guarantee that such third party content is free of errors or omissions, or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed or otherwise made available through the Site. Certify disclaims any responsibility or liability related to your access to or use of such third party content. You acknowledge that Certify does not pre-screen content, but that Certify and its designees have the right (but not the obligation) in their sole discretion to refuse or remove any content available on the Site. Without limiting the foregoing, Certify and its designees shall have the right to remove any content, including User Content, that violates these Terms or is deemed by Certify, in its sole discretion, to be objectionable. You agree that you must evaluate and bear all risks associated with the use of any content, including any reliance on the accuracy, completeness or usefulness of such content.
6. YOUR RESPONSIBILITIES.
In short: you agree to use Certify in good faith and adhere to certain rules about the content you may post.
6.1 Legal Compliance.
You represent and warrant that you will comply with all laws and regulations applicable to your use of the Site.
6.2 Personal data.
If you provide us with personal data about third parties, or if third parties provide us with your personal data, you represent and warrant that you have valid consent to provide us with such personal data and you acknowledge and agree that we may process such personal data.
6.3 Your Conduct.
When using the Site, you are responsible for your conduct, User Content and communications. You agree not to:
Interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
Stalk or harass another person or entity;
Impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity;
Create serialised accounts for disruptive or abusive purposes or illegal accounts to prevent legitimate use by others;
Forging headers or otherwise manipulating identifiers to disguise the origin of any content transmitted through the Site;
Issue unsolicited badges in bulk or continue to issue badges to any winner after the winner has requested that you stop issuing badges to them;
Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programmes designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
Use crawlers, robots or any other means to access the Site or download, reproduce or archive substantially any part of the Site;
Modify, damage, interrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the Site or the rights or use and enjoyment of the Site by any other person or entity in any way; or
Post, email or transmit any Emblem or other content that:
Is unlawful, harmful, threatening, abusive, offensive, tortious, defamatory, vulgar, obscene, pornographic, libellous, invasive of another's privacy, or racially, ethnically or otherwise objectionable;
you have no right to transmit under any law or under contractual or fiduciary relationships;
infringe any intellectual property or other proprietary rights of Certify or any third party;
constitute unsolicited or unauthorised advertising, promotional materials or any other form of solicitation, or use any mailing list, including any person who has not given specific permission to be included in this process (commercial or otherwise);
contains software viruses or any other computer code, files or programmes designed to interrupt, destroy or limit the functionality of any software or hardware or telecommunications equipment; or
in Certify's sole judgement, is objectionable or which restricts or inhibits any other person from using or enjoying Certify, or which may expose Certify or its users to any damage or liability of any kind.
7. FEES AND PAYMENT.
In Short: You are responsible for any fees we may charge for access to certain features on the Certify platform. We will communicate these fees clearly and keep you informed of any price changes.
7.1 Fees.
You agree to pay Certify any fees (including all sales, use, value added and similar taxes) for any product or service offered by Certify, within the Site or otherwise, that you purchase or use in accordance with the pricing and payment terms presented to you for that service.
You will be billed using the billing method selected on your account management page. If you have chosen to pay fees by credit card, you represent and warrant that the credit card information you have provided is correct and you will notify us promptly of any changes to that information. Fees paid by you are non-refundable except as set forth in these Terms or as required by law. If payments of undisputed amounts are not received within thirty (30) days, we reserve the right to suspend access to Certify. If payments of undisputed amounts are not received within sixty (60) days, we reserve the right to terminate any Account and/or User Content associated with such Account Owner.
7.2 Subscriptions.
Some of our service offerings are charged on a subscription basis ("Subscriptions"). Subscriptions are billed in advance on a periodic basis (each a "Billing Cycle"). Billing Cycles are generally monthly or annually, depending on a specific Subscription. Unless you request cancellation by contacting us at help@certify.one, your subscription will automatically renew at the end of each Billing Cycle.
7.3 Price changes.
We may change the fees charged for a service at any time, provided that for any services charged on a subscription basis, the change will only take effect at the end of your current subscription billing cycle. We will provide you with reasonable prior written notice of any change in fees to give you the opportunity to cancel your subscription before the change takes effect.
8. INDEMNITY.
In short: You are responsible for your actions on Certify. Account owners are responsible for the activities that occur on their account. Please read this section carefully.
To the extent not prohibited by law, you agree to indemnify, defend, and hold Certify, its employees, officers, directors, agents, suppliers, and licensors ("Certify Parties") harmless from and against any and all damages, losses, liabilities, and costs, including, without limitation, reasonable attorneys' fees, arising out of your access to and use of the Site, your User Account, your violation of these Terms, your User Content, and the account for which you are the Account Owner, including the activities of any administrator, publisher, or staff member affiliated with that account.
9. TERMINATION.
In short: we may suspend or terminate your account if you fail to comply with the letter or spirit of these Terms.
You agree that Certify, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Site, and remove and discard any Certify Content, for any reason, including, without limitation, for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Cause for such termination shall include, but not be limited to: (a) any breach of these Terms; (b) any request or order issued by a court or law enforcement official or other government official; (c) a request by you (e.g., automatically initiated account deletions); (d) discontinuation or material modification of Certify; (e) unexpected technical or security issues or problems; (f) extended periods of inactivity; (g) your involvement in fraudulent or illegal activities; and (h) your failure to pay any fees owed to Certify. Certify will not be liable to you or any third party for any termination of your account. All prepaid fees are non-refundable and no refunds will be issued.
10. DISCLAIMER OF WARRANTIES.
In short: the Certificate is provided "as is". We make no promises or guarantees about the Website or any content accessed on it. Please read this section carefully.
USE OF THE SITE IS AT YOUR OWN RISK. CERTIFY IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS. THE PARTIES EXPRESSLY CERTIFY ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTY OF INCORPORATION, USAGE OF TRADE, FOR THE MAXIMUM AMOUNT PERMITTED BY LAW. Please be assured that the PARTIES DO NOT WARRANT THAT: (a) THE SITE WILL MEET YOUR REQUIREMENTS; (b) THE SITE WILL BE UNINTERRUPTED, CURRENT, SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE; (d) THE CONTENT AVAILABLE THROUGH THE SITE IS OF SPECIFIC QUALITY, ACCURATE, CURRENT OR COMPLETE; OR (E) ANY ERRORS IN THE SITE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE ACCESSED FROM THE SITE IS AT YOUR OWN RISK, AND YOU WILL BE SOLELY LIABLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSONNEL, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SITE, OR ANY OTHER LOSS RESULTING FROM ACCESS TO SUCH MATERIALS.
11. LIMITATION OF LIABILITY.
In short: We are not liable for damages or losses arising from the use of Certify. Please read this section carefully.
11.1
THE CERTIFY PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COMMAND FUND, USE, DATA OR OTHER INTANGIBLE LOSSES (INSTANTLY) SUCH DAMAGES WERE FORESEEABLE OR Certify HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (A) THE USE OR INABILITY TO USE THE WEBSITE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR CONTENT RECEIVED OR TRANSACTIONS SERVICED BY THE WEBSITE; (C) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF THIRD PARTIES ON THE WEBSITE; OR (E) ANY OTHER MATTER RELATING TO THE WEBSITE. IN NO EVENT SHALL THE PARTIES' TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS EXCEED ONE HUNDRED GBP (£100.00).
11.2
CERTIFY THAT THE PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING BUT NOT LIMITED TO USER CONTENT), USER COMMUNICATIONS OR PERSONALISATION SETTINGS.
12. PROCEDURE FOR COPYRIGHT INFRINGEMENT CLAIMS.
If you are a copyright owner or an agent thereof and believe that any material available on the Site infringes your copyright, you may submit a notice of alleged infringement ("Notice") under the Digital Millennium Copyright Act ("DMCA") by providing Certify's agent designated to receive notices ("Copyright Agent") with a notice containing the information described below.
Designated Agent: Director of Operations, Certify E-mail: help@certify.one
If you believe that material you have posted on the Site that has been removed (or access to which you have been disabled) as a result of a Notice is not infringing or that you have the permission of the copyright owner, the copyright owner's agent, or pursuant to the Act, to post and use the material, you may send a written counter-notification ("Counter-Notification") to the Copyright Agent that contains the information described below.
Please note that Certify is required to send a copy of your counter-notification to the party who sent the notification and that, in response to a counter-notification, that person may bring an action against you seeking a determination of your rights with respect to the material.
Your physical or electronic signature; Identification of the material that has been removed or to which access has been disabled and the location where the material appeared before it was removed or access to it was disabled; A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and Your name, address, and telephone number and a statement that you consent to the jurisdiction of the Federal District Court for the district in which the listed address is located and a statement that you will accept service of process from the person who provided notification of the alleged infringement or an agent of such person.
Upon receipt of a notification or counter-notification, Certify will comply with the applicable established procedures.
13. MISCELLANEOUS.
13.1 Entire Agreement.
These Terms, including documents incorporated by reference, constitute the entire agreement between you and Certify with respect to your use of Certify and supersede any prior or contemporaneous agreements, written or oral, between you and Certify with respect to the subject matter hereof.
13.2 No Third Party Beneficiaries.
Except as otherwise expressly provided in these Terms, there will be no third party beneficiaries of these Terms.
13.3 Assignment.
These Terms and any rights and licences granted hereunder are not transferable or assignable by you, but may be assigned by Certify without restriction.
13.4 Choice of Law and Venue;
This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the laws of England. Each Party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
13.5 Section Headings; Summaries.
Throughout these Terms, each section includes section headings and brief summaries. These section headings and brief summaries are not legally binding.
13.6 Non-Waiver; Severability; Survival.
Certify's failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is held invalid or unenforceable under applicable law, that provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its unenforceability. Certify's rights under these Terms shall survive any termination.