Credly.study Public Agreement (Terms of Service)

Effective Date: 07-24-2023

1. Introduction and Acceptance

This Public Agreement ("Agreement" or "Terms") governs your access to and use of the website located at credly.study (the "Website") and all associated services, features, content, and applications offered by Credly.study ("Credly.study", "We", "Us", "Our"), including the platform for issuing, managing, verifying, and showcasing digital and NFT credentials (collectively, the "Service").

This Agreement is entered into between Credly.study and any individual or entity accessing or using the Service ("User", "You", "Your"). For the purposes of this Agreement, "User" encompasses all parties interacting with the Service, including those defined as "Users" and "Issuers" in our related policies.

2. Relationship to Other Agreements

The Credly.study Trusted Third Party (TTP) Agreement and the Credly.study Privacy Policy are integral parts of this Agreement. Your use of the Service is subject to all terms and conditions contained within those documents as well. In the event of any direct conflict between a provision in this main Agreement and a provision in the TTP Agreement or Privacy Policy, the provision in the more specific document (TTP Agreement for trust/verification matters, Privacy Policy for data privacy matters) will generally govern, unless explicitly stated otherwise.

3. The Service

Credly.study provides a platform designed to facilitate the creation, issuance, management, storage, verification (according to defined processes and Trust Levels outlined in the TTP Agreement), and display of digital credentials, including NFT credentials. The specific features and functionalities may evolve over time.

4. User Eligibility and Account Security

• 4.1. Eligibility: You must be at least 18 years old or the age of legal majority in your jurisdiction to enter into this Agreement and use the Service. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
• 4.2. Account Registration: You may need to register for an account to access certain features. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate.
• 4.3. Account Security: You are solely responsible for maintaining the confidentiality of your account credentials (username, password) and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. Credly.study cannot and will not be liable for any loss or damage arising from your failure to comply with this security obligation.

5. User Conduct and Responsibilities

As a condition of your use of the Service, you agree to:

• 5.1. Comply with Laws and Terms: Use the Service only for lawful purposes and in compliance with all applicable local, state, national, and international laws, regulations, and treaties, as well as this Agreement, the TTP Agreement, and the Privacy Policy.
• 5.2. Content Responsibility: Be solely responsible for any data, text, graphics, credentials, information, or other materials ("Content") that you create, upload, issue, transmit, display, or otherwise make available via the Service. You warrant that you have all necessary rights and permissions to use and share such Content.
• 5.3. Accuracy (Issuers): If acting as an Issuer, ensure the accuracy, truthfulness, and legitimacy of all information within the Credentials you issue or import.
• 5.4. Intellectual Property: Respect the intellectual property rights of others. Do not upload, post, or transmit Content that infringes upon any patent, trademark, trade secret, copyright, or other proprietary rights of any party.
• 5.5. Prohibited Activities: Not engage in any of the following prohibited activities:
  1. Accessing or using the Service for any illegal purpose or in violation of any laws.
  2. Modifying, adapting, hacking, or attempting to gain unauthorized access to the Service or its related systems or networks.
  3. Using the Service to transmit any viruses, malware, worms, or other harmful computer code.
  4. Interfering with or disrupting the integrity or performance of the Service or the data contained therein.
  5. Using the Service to send unsolicited communications, spam, or harassing messages.
  6. Impersonating any person or entity or falsely stating or otherwise misrepresenting your affiliation with a person or entity.
  7. Uploading or issuing fraudulent, misleading, or deceptive Content or Credentials.
  8. Violating the privacy of others or collecting Personal Data without proper consent or legal basis.
• 5.6. Reporting Violations: Promptly report any suspected violations of these Terms by other Users to Credly.study administration.

6. Intellectual Property Rights

• 6.1. Credly.study IP: The Service itself, including its "look and feel" (e.g., text, graphics, images, logos), proprietary content, information, software, and other materials accessible through the Service, are protected by copyright, trademark, and other intellectual property laws, and are owned or licensed by Credly.study. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service strictly in accordance with these Terms.
• 6.2. User Content: You (or the relevant Issuer/rights holder) retain ownership of the underlying Content you upload or issue. However, by submitting Content to the Service, you grant Credly.study a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content solely in connection with operating, providing, and improving the Service (e.g., storing, displaying, verifying credentials).

7. Promotional Offers, Bonuses, and "Free" Entitlements

• 7.1. General Conditions: From time to time, Credly.study may, at its sole discretion, offer promotional bonuses, "free" digital entitlements (such as "Free NFTs"), discounts, or other special offers (collectively, "Promotional Offers") to Users. All Promotional Offers are subject to specific terms and conditions which will be communicated at the time of the offer or made available on the Website.
• 7.2. Conditional Nature of "Free" Offers: Unless explicitly stated otherwise in the specific terms of a Promotional Offer, any offer described as "free" (e.g., "Get 100 NFTs Free," "Free Bonus") is conditional upon the User performing a qualifying action. This qualifying action may include, but is not limited to, making a minimum purchase of other services or digital entitlements (such as NFTs or Project Credits), subscribing to a particular service tier, or completing specific account setup procedures.
  For example, a Promotional Offer stating "Get 100 NFTs Free" may require the User to first purchase a minimum quantity of 100 NFTs to become eligible to receive the 100 bonus NFTs.
• 7.3. Purpose of Conditions: Such conditions are implemented to ensure fair use of the Service, prevent abuse by automated systems or "Sybil attacks," and to provide value to genuine, active Users of the Credly.study platform.
• 7.4. No Cash Value: Promotional Offers, including any "free" entitlements or bonuses, have no cash value, are non-transferable, and cannot be exchanged for cash or other credits, unless expressly permitted by Credly.study in writing.
• 7.5. Modification or Withdrawal: Credly.study reserves the right to modify, suspend, or withdraw any Promotional Offer at any time, in its sole discretion, without prior notice, for any reason, including but not limited to, suspected abuse, fraud, or technical issues. Any modification or withdrawal will not affect Users who have already legitimately qualified for and received the benefits of a Promotional Offer prior to such modification or withdrawal, unless such qualification was based on fraudulent activity.
• 7.6. Clarification of Current Offers: The specific terms, conditions, and eligibility requirements for any current Promotional Offer can change. Users are encouraged to review the details accompanying each offer. If you have any questions regarding the terms of a current Promotional Offer, including eligibility or how to qualify for a bonus, please contact our support team or your account manager for clarification before taking any action. We are happy to provide you with the most up-to-date information.
• 7.7. Single Use: Unless otherwise specified, Promotional Offers are typically limited to one per User, account, or household. Attempts to circumvent this by creating multiple accounts may result in the forfeiture of any benefits derived from such offers and potential suspension or termination of associated accounts.

8. Project Credits and Purchases

• 8.1. Nature of Project / Project Credits: The Service may offer "Project / Project Credits" or similar digital entitlements for purchase, which are required to create, issue, or manage Projects / Credentials / Services. Each Project / Project Credits represents a unique, identifiable unit within the Credly.study system.
• 8.2. Purchase and Assignment: Immediately upon the successful completion of a purchase transaction for Project / Project Credits, each individual Project Credit is assigned a unique identifier (ID). This ID becomes permanently and exclusively associated with the User's account ("Your Account") that initiated the purchase. This ID cannot subsequently be reassigned, transferred to, or utilized by any other User account.
• 8.3. Finality of Purchase and Non-Refundable Nature: All purchases of Project / Project Credits are final and non-refundable. Due to the immediate assignment of a unique ID and the exclusive association of the Project / Project Credits with Your Account, thereby granting you immediate control and the ability to utilize said Project / Project Credits, Credly.study does not offer returns, exchanges, or refunds for purchased Project / Project Credits or for the funds expended in their acquisition.
• 8.4. Analogy for Understanding: To illustrate, the purchase of a Project / Project Credits can be compared to acquiring official, uniquely stamped forms or tokens. Once purchased, each form/token is indelibly marked with your unique identifier (akin to a personalized, non-transferable stamp), rendering it usable solely by you. Consequently, these personalized and uniquely identified digital assets cannot be returned to the vendor or exchanged.
• 8.5. Acknowledgment: By purchasing Project / Project Credits, you acknowledge and agree to these terms regarding their finality and non-refundable nature.

9. Disclaimers

• 9.1. "AS IS" BASIS: THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
• 9.2. NO GUARANTEE OF CONTENT ACCURACY: CREDLY.STUDY DOES NOT CONTROL, VERIFY (BEYOND THE PROCESSES OUTLINED IN THE TTP AGREEMENT), OR GUARANTEE THE ACCURACY, TRUTHFULNESS, COMPLETENESS, LEGALITY, OR AUTHENTICITY OF CONTENT OR CREDENTIALS PROVIDED BY USERS OR ISSUERS. YOUR RELIANCE ON ANY CONTENT OR CREDENTIAL OBTAINED THROUGH THE SERVICE IS SOLELY AT YOUR OWN RISK.
• 9.3. NO GUARANTEE OF SECURITY OR AVAILABILITY: WHILE WE IMPLEMENT SECURITY MEASURES, WE DO NOT GUARANTEE THAT THE SERVICE WILL BE SECURE, ERROR-FREE, UNINTERRUPTED, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CREDLY.STUDY, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF CREDLY.STUDY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO:

1. YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE;
2. ANY CONDUCT OR CONTENT OF ANY THIRD PARTY (INCLUDING OTHER USERS OR ISSUERS) ON THE SERVICE, INCLUDING DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT;
3. ANY CONTENT OR CREDENTIALS OBTAINED FROM OR RELIED UPON THROUGH THE SERVICE, INCLUDING CONTENT THAT IS INACCURATE, MISLEADING, OR FRAUDULENT;
4. UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT, OR ACCOUNT;
5. ANY ERRORS, OMISSIONS, OR INACCURACIES IN THE SERVICE OR ITS OPERATION;
6. ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; OR
7. ANY OTHER MATTER RELATING TO THE SERVICE OR THESE TERMS.

IN NO EVENT SHALL CREDLY.STUDY'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (USD $100) OR THE AMOUNTS PAID BY YOU TO CREDLY.STUDY, IF ANY, IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CREDLY.STUDY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

11. Indemnification

You agree to defend, indemnify, and hold harmless Credly.study, its affiliates, licensors, and their respective officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement or your use of the Service, including, but not limited to, any Content you submit or issue, your use of any information obtained from the Service, or your violation of any law or the rights of a third party.

12. Termination

Credly.study reserves the right, in its sole discretion, to suspend or terminate your access to all or part of the Service at any time, with or without notice, for any reason, including, without limitation, for violation of this Agreement. Upon termination, your right to use the Service will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

In the event of termination due to your violation of this Agreement, you acknowledge and agree that you will not be entitled to any refund for any prepaid fees, Project Credits, or other digital entitlements associated with your account.

13. Modifications to the Agreement

Credly.study reserves the right, at its sole discretion, to modify or replace this Agreement (including the TTP Agreement and Privacy Policy incorporated herein) at any time. Changes will be effective immediately upon posting the revised version on the Website and updating the "Effective Date". We are not obligated to provide individual notice of changes. It is your sole responsibility to check this Agreement periodically for changes. Your continued use of the Service following the posting of any changes constitutes acceptance of those changes. If you do not agree to the new terms, you must stop using the Service.

14. Governing Law and Dispute Resolution

This Agreement and any dispute arising out of or related to it or the Service shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law provisions. Dispute resolution shall proceed as outlined in the TTP Agreement.

Disclaimer: The choice of jurisdiction should be confirmed by legal counsel based on your specific business circumstances and location.

15. General Provisions

• 15.1. Entire Agreement: This Agreement, together with the TTP Agreement and the Privacy Policy, constitutes the entire agreement between you and Credly.study regarding the Service and supersedes all prior agreements or understandings, whether written or oral.
• 15.2. Severability: If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
• 15.3. No Waiver: The failure of Credly.study to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
• 15.4. Assignment: You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement in its entirety, without your consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
• 15.5. Contact Information: If you have any questions about these Terms, please contact us at [Insert Contact Email or Link to Contact Page].

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BY USING THE CREDLY.STUDY WEBSITE AND SERVICE, YOU CONFIRM YOUR FULL AGREEMENT TO AND ACCEPTANCE OF ALL TERMS AND CONDITIONS CONTAINED IN THIS PUBLIC AGREEMENT, THE TRUSTED THIRD PARTY AGREEMENT, AND THE PRIVACY POLICY.