This Terms of Service (the“TOS” ) is entered into by and between QualEphy Inc, a California corporation (“QualEphy”), and the Credential Issuing Institutions also known as Users. As used herein, “Users” refers to the person or entity accessing, downloading or using the QualEphy System by means of a Users account. QualEphy and Users may be referred to individually as a “Party” and collectively as the “Parties.”

By accessing, downloading or using the Service, Users agree to be bound by this Users TOS. Users may wish to print or save a copy of this Users TOS for Users’ records. QualEphy reserves the right, at its sole discretion, to update this Users TOS at any time. Users can review the most current version of this Users TOS at any time at the URL for this page on click TOS.

a) The “QualEphy System” is the proprietary software as a service platform belonging to QualEphy that can be used to create, manage, issue, publish, verify and display Credentials, including related hardware and software (including APIs), third-party software, or systems, including all updates, modifications and enhancements thereto. A Student means an individual or organization who is issued a Credential by Users. A “Credential” is a digital representation of an achievement issued to a Student by Users. Credentials include an image and metadata describing the achievement and may include supporting evidence and related information. Users shall have the sole responsibility for creating Credentials, determining and applying the criteria for awarding Credentials to Students, and revoking Credentials from Students. QualEphy shall have no obligation to review the accuracy of information entered by Users into the QualEphy System. .

b) A “User” is an individual or entity who is authorized by the Users to access the QualEphy System on behalf of the Users or Affiliate under the Users’ primary account or an Affiliate Account. Users shall adhere to the terms and conditions of this Users TOS and Users shall be responsible for the Users’ acts or omissions relating to this Users TOS. Users shall also have the ability to revoke Users’ access rights. Users and Users acting on behalf of Users shall have the ability to issue and revoke Credentials during the period, which Users is permitted access to the QualEphy System. .

c) Upon issuance of a Credential by Users, the Student of that Credential shall be invited to create an account on the QualEphy System, subject to acceptance of the QualEphy Terms of Service applicable at that time. QualEphy may communicate directly with Students regarding the availability, management, and use of their Credentials. Students may, at their discretion, enter additional information (“Student Information”), which shall be processed in accordance with applicable laws and regulations and the QualEphy Privacy Policy available at popup. QualEphy may immediately discontinue a Student’s access to the QualEphy System if the Student violates the QualEphy Student Terms of Service, viewable at popup.

d) Users grants QualEphy the right to host, display, maintain, and display Credentials issued by Users. Unless Users has revoked a Credential from a Student, QualEphy may continue to host, maintain, and display the Student’s Credential unless and until 1) the Student violates the Terms of Service, or 2) a legal tribunal orders that QualEphy remove the Credential or data relating to the Student of the Credential.

a) QualEphy may, at its sole discretion, immediately remove any Credential or QualEphy Template on the QualEphy System that contains, consists of, or comprises immoral, deceptive, or scandalous matter; or matter which may disparage or falsely suggest a connection with persons, living or dead, institutions, beliefs, or national symbols, or bring them into contempt, or disrepute. QualEphy may also immediately remove any Credential or Credential Template that is alleged by a third party to infringe or violate any of that third party’s intellectual property rights or rights of publicity until QualEphy has determined in its reasonable discretion that the third party’s allegation has been resolved. QualEphy also reserves the right to immediately remove any Credential that QualEphy determines contains information that is misleading or factually inaccurate.

b) Users may not access, use or view the QualEphy System for any purpose other than to create, manage, and issue Credentials. Except as expressly set forth hereunder, Users and Users may not copy, modify, create derivative works from, download, republish, reproduce, transmit or distribute any aspect of the QualEphy System, whether public or nonpublic, except for Credentials and Credential templates, without the written permission of QualEphy. Users or Users may not attempt to reverse engineer any aspect of the QualEphy System or attempt to bypass or circumvent any measures employed to prevent or limit access to the QualEphy System, its underlying algorithms, programming, or other information related to the QualEphy System. Users and Users shall take reasonable steps to ensure that individuals that are not Users do not view, access, or copy any aspect of the QualEphy System. Users and Users shall not use, evaluate or view the QualEphy System for the purpose of designing or creating any software program or system, in whole or in part, with features or functions similar to any function, feature, or aspect of the QualEphy System.

c) Users and Users shall not use any device, software or routine that interferes or attempts to interfere with the normal operation of the QualEphy System. QualEphy shall have the right to monitor and review any information transmitted or received through the QualEphy System. QualEphy reserves the right to take reasonable action to remedy a violation of this Users TOS.

a) All Credentials, information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Service, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. .

b) QualEphy shall not be responsible for any hardware, software, or networks outside of the control of QualEphy.

a) QualEphy and Users shall at all times act in accordance with all applicable laws and regulations relating to the security and privacy of any information, including information in electronic form, relating to a living person who can be identified from those data (collectively, “Personal Information” ) of Students. This obligation includes the requirement that Users transfer Students Personal Information to QualEphy consistent with the requirements of any applicable data privacy laws and regulations.

b) QualEphy shall obtain all consents required by any applicable law from Students to store, transfer, and process Profile Information. QualEphy shall provide a clear and conspicuous notice regarding the uses of Personal Information and will only contact Students in accordance with the Students’ expressed consents.

a) Users may use QualEphy Confidential Information only in connection with Users’ use of the QualEphy System as permitted under this Users TOS. Users will not disclose QualEphy Confidential Information to any person, company or other entity (except that such disclosure may be provided to an affiliated or contracted or subcontracted entity or person who is bound by formal contract, including confidentiality provisions of materially similar nature, with Users and solely for the purposes described in this Users TOS without the prior written consent of QualEphy or except as otherwise expressly permitted by the terms of this Users TOS. Users and Users will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of QualEphy Confidential Information, including, at a minimum, those measures Users takes to protect its own confidential information of a similar nature. Users will not issue any press release or make any other public communication with respect to this Users TOS or Users’ use of the QualEphy System. “QualEphy Confidential Information” includes any information in any form marked or designated as confidential and any information in any form that a reasonable person would understand to be confidential. Confidential Information includes, but is not limited to, trade secrets, computer programs and software (including source codes), processes, technical information, know-how, plans, data, software, specifications, identity of customers and suppliers, financial information, and, Software and business affairs of the party which is treated as confidential by such party; provided, however, that QualEphy Confidential Information will not include information which, (i) is or becomes publicly available without breach of this Users TOS; (ii) can be shown by documentation to have been known to Users at the time of Users’ receipt from QualEphy; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by Users without reference to the QualEphy Confidential Information.

b) Users shall own all trademarks and copyrights in text and images developed by Users that are incorporated into Users' Credential designs. QualEphy is the sole owner of the QualEphy System and all QualEphy-created services, enhancements; QualEphy Confidential Information created by QualEphy, data collection, processing, analysis, review, and reporting tools; data processing and management systems or processes, including all tangible and intangible items, trade secrets, know-how, processes, and all copyrights and other intellectual property rights pertaining thereto (collectively, the “QualEphy Intellectual Property” ). Users agrees that it will not market, parcel, distribute, sell or otherwise communicate the QualEphy Intellectual Property without the express written consent of QualEphy. Moreover, it is acknowledged and understood that QualEphy will have a royalty-free, perpetual license to use or incorporate into the QualEphy Intellectual Property any suggestions, enhancements, requests, recommendations, or other feedback provided by Users.

QualEphy warrants that the QualEphy System will work in accordance with its intended purpose. EXCEPT AS EXPRESSLY PROVIDED HEREIN, QUALEPHY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND QUALEPHY EXPRESSLY AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OF PERFORMANCE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. QualEphy does not warrant (i) uninterrupted or error-free operation of the QualEphy System or (ii) that QualEphy will correct all defects or prevent third-party disruptions. The warranties hereunder will not apply if there has been misuse, modification, damage not caused by QualEphy, failure to comply with instructions provided by QualEphy, or if limited by an Order Form. Users are responsible for determining its compliance with applicable laws and regulations and QualEphy makes no warranty or representation regarding Users’ compliance therewith.

QUALEPHY WILL NOT BE LIABLE TO USERS FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Severability. If any provision of this Users TOS is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Users TOS will remain in full force and effect. Any provision of this Users TOS held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.Waiver. No failure or delay in (i) exercising any right or remedy; or (ii) requiring satisfaction of any condition under this Users TOS, and no course of dealing between the parties, operates as a waiver or estoppels of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion or against any other person. The rights and remedies of the parties set forth in this Users TOS are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity or by statute.

This Students Terms of Service (the “Students TOS”) is entered into by and between QualEphy, Inc., a California corporation (“QualEphy”), and Students. As used herein, “Students” or “Student” or “you” refers to the person or entity accessing, downloading or using the QualEphy System by means of a Student account or who is issued a Credential by the Users. QualEphy and Students may be referred individually as a “Party” and collectively as the “Parties.”

By accessing, downloading or using the QualEphy System, you agree to be bound by this Students TOS. You may wish to print or save a copy of this Students TOS for your records. QualEphy may modify these Students TOS or its Privacy Policy from time to time. If QualEphy makes material changes to it, we will provide you notice through the QualEphy System, or by other means, to provide you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. If you object to any changes, you may close your account. Your continued use of the QualEphy System after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms. You can review the most current version of these Students TOS at any time at the URL for this page on click Student TOS.

The “QualEphy System” is a proprietary software as a service platform belonging to QualEphy that can be used to create, manage, and display Credentials, including related hardware and software (including APIs), third-party software, or systems, including all updates, modifications and enhancements thereto. A “Credential” is a digital representation of an achievement issued to a Student by Users. Credentials include an image and metadata describing the achievement and may include supporting evidence and related information. A “Users” is an individual or organization with a Users account on the QualEphy System.

To use the QualEphy System, you agree that: (1) you must be the “Minimum Age” (described below) or older; (2) your Students account on the QualEphy System must be in your real name; and (3) you are not already restricted by QualEphy from using the Services. Creating an account with false information is a violation of our terms, including accounts registered on behalf of others or persons under the age of 13.

“Minimum Age” means 13 years old. However, if law requires that you must be older in order for QualEphy to lawfully provide the services to you without parental consent (including using of your personal data) then the Minimum Age is such an older age.

You will have the option of making your profile publicly accessible. Publicly accessible profiles will show your first name and last name and other personal information like DOB, Contact number and etc.You will also have the ability to display their earned Credentials publicly. (The link sent by student shows some personal data)

a) a) In registering for the QualEphy System, you agree to: (1) provide true, accurate, current and complete information about Students as prompted by the QualEphy System’s registration form (the "Registration Data"); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or QualEphy has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, QualEphy may suspend or terminate your account and deny you access to the QualEphy System.

b) You are fully responsible for all activities that occur under your account. You agree to try to choose a strong and secure password and keep your password secure and confidential. You may not share your password with anyone. You agree to notify QualEphy immediately of any unauthorized use of your password or account or any other breach of security. You are responsible for anything that happens through your account unless you close it or report misuse.

c) QualEphy may remove your Credentials if 1) you violate this Students TOS, or 2) a legal tribunal orders that QualEphy remove the Credential or data relating to you.

a) You acknowledge and agree that the Users of a Credential is solely responsible for the criteria for issuance of a Credential, and any dispute relating to the issuance or receipt of a Credential must be resolved solely between the Users and the Students. Users may revoke a Credential from the Students for any reason, and without notice. QualEphy is not responsible for the validity or veracity of any Credential issued by the Users.

a) QualEphy may immediately discontinue your access to the QualEphy System if the Students violate these terms.

b) QualEphy may immediately remove any Credential on the QualEphy System that contains, consists of, or comprises immoral, deceptive, or scandalous matter; or matter which may disparage or falsely suggest a connection with persons, living or dead, institutions, beliefs, or national symbols, or bring them into contempt, or disrepute. QualEphy may also immediately remove any Credential that is alleged by a third party to infringe or violate any of that third party’s intellectual property rights or rights of publicity until QualEphy has determined that the third party’s allegation has been resolved.

c) You may not access, use or view the QualEphy System for any purpose other than to manage your Credentials. You agree that you will not:

1.Create a false identity on QualEphy, misrepresent your identity, create a Students profile for anyone other than yourself (a real person), or use or attempt to use another’s account;

2.Develop, support or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape the Services or otherwise copy profiles and other data from the Services;

3.Override any security feature or bypass or circumvent any access controls or use limits of the Service (such as caps on keyword searches or profile views);

4.Copy, use, disclose or distribute any information obtained from the Services, whether directly or through third parties (such as search engines), without the consent of QualEphy;

5.Disclose information that you do not have the consent to disclose (such as confidential information of others (including your employer));

6.Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights. For example, do not copy or distribute (except through the available sharing functionality) the Credentials of others without their permission.

7.Violate the intellectual property or other rights of QualEphy, including, without limitation, (i) copying or distributing our learning videos or other materials or (ii) copying or distributing our technology, unless it is released under open source licenses; (iii) using the word “QualEphy” or our logos in any business name, email, or URL.

8.Post anything that contains software viruses, worms, or any other harmful code;

9.Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the QualEphy System or any related technology that is not open source;

10.Imply or state that you are affiliated with or endorsed by QualEphy without our express consent;

11.Rent, lease, loan, trade, sell/resell or otherwise monetize the QualEphy System or related data or access to the same, without QualEphy’s consent;

12.Deep-link to the QualEphy System for any purpose other than to promote your profile on the QualEphy System, without QualEphy’s consent;

13.Use bots or other automated methods to access the QualEphy System, add or download contacts, send or redirect messages;

14.Monitor the QualEphy System availability, performance or functionality for any competitive purpose;

15.Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the QualEphy System;

16.Overlay or otherwise modify the QualEphy System or its appearance (such as by inserting elements into the QualEphy System or removing, covering, or obscuring an advertisement included on the QualEphy System);

17.Interfere with the operation of, or place an unreasonable load on, the QualEphy System (e.g., spam, denial of service attack, viruses, gaming algorithms);

18.Attempt to access or derive the source code or architecture of the QualEphy System or Website;

19.Access the QualEphy System by any means other than through the interface provided by QualEphy.

20.QualEphy shall have the right to monitor and review any information transmitted or received through the QualEphy System. QualEphy reserves the right to take reasonable action to remedy a violation of this Students TOS.

a) All Credentials, information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Service, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that Student is responsible for all Content that Student uploads, post, e-mail, transmit or otherwise make available through the Service (“Students Content”).

b) QualEphy has no obligation to pre-screen Content (including, but not limited to, Students Content), although QualEphy reserves the right in its sole discretion to pre-screen, refuse or remove any Content. Without limiting the foregoing, QualEphy shall have the right to remove any Content, including but not limited to, Students Content that violates this Students TOS or that it deems objectionable.

a) By using the QualEphy System, You agree to be bound by the QualEphy Privacy Policy, available at popup on click privacy policy.You also consent to QualEphy’s processing of your personal information for the purposes of hosting, displaying, and managing Students’ digital credentials.

b) You agree that we will provide notices and messages to you in the following ways: (1) within the QualEphy System, or (2) sent to the contact information you provided us (e.g., email, mobile number, physical address). You agree to keep your contact information up to date.

c) Please review your settings to control and limit messages you receive from us.

a) QualEphy reserves all of its intellectual property rights in the QualEphy System. Using the QualEphy system does not give you any ownership in any QualEphy intellectual property or the content or information made available by QualEphy or through the QualEphy System. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. QualEphy, Acclaim, and other QualEphy trademarks, service marks, graphics, and logos used in the QualEphy System are trademarks or registered trademarks of QualEphy.

a) QualEphy warrants that the QualEphy System will work in accordance with its intended purpose. EXCEPT AS EXPRESSLY PROVIDED HEREIN, QUALEPHY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND QUALEPHY EXPRESSLY AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OF PERFORMANCE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. QualEphy does not warrant (i) uninterrupted or error-free operation of the QualEphy System or (ii) that QualEphy will correct all defects or prevent third-party disruptions. The warranties hereunder will not apply if there has been misuse, modification, damage not caused by QualEphy, failure to comply with instructions provided by QualEphy, or if limited by an Order Form. Student is responsible for determining its compliance with applicable laws and regulations and QualEphy makes no warranty or representation regarding Students’ compliance therewith.

TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS QUALEPHY HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT), QUALEPHY AND ITS AFFILIATES (AND THOSE THAT QUALEPHY WORKS WITH TO PROVIDE THE QUALEPHY SYSTEM) SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT).

IN NO EVENT SHALL THE LIABILITY OF QUALEPHY AND ITS AFFILIATES (AND THOSE THAT QUALEPHY WORKS WITH TO PROVIDE THE SERVICES) EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, $1,000.

THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND QUALEPHY AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF QUALEPHY OR ITS AFFILIATES HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.

Severability. If any provision of this Students TOS is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Students TOS will remain in full force and effect. Any provision of this Students TOS held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Waiver. We reserve all rights not expressly granted to you. No failure or delay in (i) exercising any right or remedy; or (ii) requiring satisfaction of any condition under this Students TOS, and no course of dealing between the parties, operates as a waiver or estoppels of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion or against any other person. The rights and remedies of the parties set forth in this Students TOS are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity or by statute.

Feedback. We always appreciate your feedback and other suggestions about our products and services. But you should know that we may use them without any restriction or obligation to compensate you, and we are under no obligation to keep them confidential.

Assignment. Students may not assign or delegate any right or obligation under this Students TOS, by operation of law or otherwise, without the prior written consent of QualEphy. QualEphy may assign or delegate any right or obligation under this Students TOS, by operation of law or otherwise, without Students’ consent.

Choice of Law and Forum. This Students TOS and the relationship between Students and QualEphy shall be governed by the laws of the State of New York, without regard to conflict of law principles (other than where there is any conflict with European consumer protection laws that cannot be excluded). Any action, proceeding, controversy or claim between Students and QualEphy arising out of or relating to this Agreement shall be brought in the United States District Court for the Southern District of New York or, if federal jurisdiction is not available, in the Supreme Court of New York County, and each party hereby submits to the personal jurisdiction of such courts with respect to such actions.