Digitary Services Supplement

This Digitary Services Supplement applies to and governs one or multiple of Instructure’s Services identified as a “Digitary” service on the applicable Order Form (“Digitary Services”).

  1. Definitions
    1. “Authorised Recipients” means those persons (including Credential Subjects) who are authorised to have access to any Validation Services by the Customer (either directly or through an action undertaken by a Credential Subject).
    2. “Authorised Users” means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Digitary Services. 
    3. “Credential Subject” means an individual student, graduate, or professional who has been issued with Secure Electronic Credentials by an Authorised User using the Digitary Services.
    4. “Customer Data” means the data inputted by the Customer, Authorised Users, or Instructure on the Customer's behalf for the purpose of using the Digitary Services or facilitating the Customer’s use of the Digitary Services but which definition shall not include Secure Electronic Credentials or details concerning either Credential Subjects or Authorised Recipients. 
    5. “Issuing Organisation” means any organisation that uses the Digitary Services to upload and/or issue Secure Electronic Credentials in respect of any Credential Subject for the purposes of providing Validation Services using the Digitary Services to the Credential Subject and/or Authorised Recipients.
    6. “Secure Electronic Credentials” means any digital document or digital badge (and any data elements contained therein) up-loaded to the Digitary Services by an Issuing Organisation in respect of any Credential Subject, which provides validation from that Issuing Organisation of that Credential Subject’s qualifications or other attributes (including without limitation exam results, credential evaluations, certifications, diplomas, degrees, police clearance or otherwise). 
    7. “Service Data” means the Customer Data, the Secure Electronic Credentials and any other information concerning Credential Subjects and Authorised Recipients uploaded onto the Digitary Services.
    8. “Validation Services” means the services relating to the provision of access to Secure Electronic Credentials to Authorised Recipients. 
  1. Digitary Services subscriptions
    • 2.1 In relation to Digitary Services subscription products, subject to the Customer paying the Fees in accordance with the Agreement and complying with the other terms and conditions of the Agreement, Instructure hereby grants to the Customer a non-exclusive, non-transferable right to permit (a) the Authorised Users to use the Digitary Services during the Term solely for the Customer's internal business operations; and (b) the Authorised Recipients to use the Validation Services.
    • 2.2 In relation to the Authorised Users, the Customer undertakes that it shall maintain a written, up to date list of current Authorised Users and provide such list to Instructure within 5 Business Days of a written request.
    • 2.3 Instructure shall not be obligated to provide an Authorised Recipient with access to any Validation Services unless such Authorised Representative agrees to adhere to such terms and conditions as Instructure may specify from time to time, acting reasonably.
    • 2.4 Clause 7 of the Master Terms and Conditions shall not apply to Digitary Services. 
  1. Support. At no additional cost to the Customer, Instructure will provide the Customer with Instructure’s standard customer support services in accordance with the Digitary Support Terms then in effect, available at [https://docs.google.com/document/d/15CwpHZapGayBKqU8f2fuqbL6U-3zg6I5/edit?pli=1]. Instructure may amend the Digitary Support Terms in its sole and absolute discretion from time to time.  The Customer may purchase enhanced support services separately at the then current rates.
  1. Customer Data and Services Data. 
    • 4.1 The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Service Data uploaded by the Customer and its Authorised Users, including the right to upload any Service Data to the Digitary Services.
    • 4.2 In the event of any loss or damage to Service Data, the Customer's sole and exclusive remedy shall be for Instructure to use reasonable commercial endeavours to restore the lost or damaged Service Data from the latest available back-up of such Service Data maintained by Instructure. Instructure shall not be responsible for any loss, destruction, alteration or disclosure of Service Data caused by any third party (except those third parties sub-contracted by Instructure to perform services related to Service Data maintenance and back-up).
    • 4.3 Following termination of the Agreement, Instructure will destroy or otherwise dispose of any of the Customer Data in its possession unless it receives, no later than ten days after the effective date of the termination of the Agreement, a written request for the delivery to the Customer of the then most recent snapshot of the Secure Electronic Credentials. Instructure shall use reasonable commercial endeavours to fulfil such request within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). 
  1. Data Processing. The agreement of the parties relating to the processing of Personal Data in relation to Digitary Services is available at https://www.parchment.com/data-protection-addendum-digitary-services. The applicable product privacy policy is available at https://www.instructure.com/privacy-center. 
  1. Customer Obligations.
    • 6.1 The Customer shall ensure that its access and  use of the Digitary Services and the Secure  Electronic Credentials Records complies with all applicable laws and regulatory requirements. Customer shall not, by act or omission, directly or indirectly, mislead any person in relation to the Digitary Services and the Secure  Electronic Credentials Records; Customer’s access to or use of these, or any related matter.
    • 6.2 The Customer must have processes, systems and procedures in place to mitigate any risks, in terms of the handing of any Personal Information accessed through the Digitary Services and inform Instructure  immediately upon becoming aware of an exposure of Secure Electronic Credentials or Personal Information obtained through the Digitary Services.
    • 6.3 The Customer undertakes to:
      1. Provide clear specifications, assistance and feedback in a timely manner as may be required from time to time;
      2. Provide any required remote access to Customer personnel to assist with the implementation and maintenance of the Digitary Services;
      3. Upload the required data from the Customer’s information systems to the Digitary Services, in the format specified by Instructure;
      4. Communicate with Customer’s students, graduates, and interested third parties as may be required to support the smooth launch of the Digitary Services; 
      5. Act as the first point of contact for any user enquiries pertaining to use of the Digitary Services; 
      6. be solely responsible for the accuracy, suitability and timely delivery of  and any other matter affecting any Secure Electronic Credentials, Credential Subjects and/or Authorised Recipients entered into the Digitary Services by the Customer; and
      7. be solely responsible for verifying the identity of any Credential Subject before delivering any Secure Electronic Credentials to that person via the Digitary Services, or to any other Authorised Recipient on behalf of the Credential Subject
    • 6.4 GlobalSign Required Terms. The Customer agrees to comply with the GlobalSign terms of use available at https://www.globalsign.com/en/repository/GlobalSign_Service_Provider_Agreement_Atlas_v1.7.pdf (GlobalSign Required Terms) to the extent that the Digitary Services include digital signing services. The Customer agrees to enforce the terms of each Subscriber Agreement (as defined in the GlobalSign Required Terms), including as reasonably directed by Instructure or GlobalSign. On termination of the Agreement, all digital signing keys and certificates will be revoked. 
  1. Digitary Receive. To the extent that Customer utilizes the Digitary Receive Service, the following shall apply:
    • 7.1 The Customer must ensure that Credential Subjects whose Secure Electronic Credentials are obtained through the Digitary Receive Service:
      1. Consents to and understands how Customer will use and manage the Secure Electronic Credentials; and
      2. Consents to and understands that the Customer may store their Secure Electronic Credentials on Customer’s systems (where applicable).
    • 7.2 The Customer must allow for the removal of the Secure Electronic Credentials from its systems when requested by the Credential Subject and provide clear and unambiguous information to Credential Subjects on how they can request such removal.
    • 7.3 Where any issues arise with Customer’s own customers or other stakeholders that in any way relate to the access to or use of the Digitary Receive Service or Secure Electronic Credentials, the Customer shall remain the sole point of contact in relation to those issues.
    • 7.4 The Customer acknowledges that Secure Electronic Credentials made available through the Digitary Receive Service are provided to Instructure by the relevant Issuing Organization and that Instructure has not independently verified (and is not responsible for) its accuracy or completeness. 
    • 7.5 Promptly upon receipt of notice of availability of Secure Electronic Credentials through the Digitary Receive Service, Customer will download such Secure Electronic Credentials. If for any reason the transmission of a document is unsuccessful or not accepted, Customer will immediately notify Instructure.  Instructure’s sole liability for any unsuccessful download or non-acceptance will be limited to the redelivery of the document. Customer agrees and acknowledges that any Secure Electronic Credentials provided by Instructure in a modified format (e.g., xml) are not guaranteed to be accurate or correct by Instructure, and Instructure is not responsible for any errors in such modified credentials.
    • 7.6 The Implementation Fee, if any, applies to the configuration, testing and go-live of the Registered Receiving Organisation (RO) module. An Annual Fee applies to the use of the Registered Organisation (RO) module and is determined on the basis the volume of Academic Records received by the Receiving Organisation through the Registered Organisation (RO) module. Annual Fees are determined and selected by the registered Receiving Organisation based on the estimated volume of Academic Records to be received through the Registered Receiving Organisation (RO) module. If actual volumes at the end of an annual subscription period fall within a higher Tier, Customer may be invoiced for the Annual Fees for the applicable higher Tier, minus Annual Fees already paid based on the lower Tier estimate. Annual Fees for subsequent years will be classified based on the higher Tier of either the ‘Tier Package Selected’ or the actual volume of Academic Records received by the Receiving Organisation through the Registered Receiving Organisation (RO) module in the previous year. If actual volumes at the end of that year fall within a higher Tier, Customer will be invoiced for Annual Fees for the applicable higher Tier for the following year.
    • 7.7 If Customer wishes to utilize a third party data exchange network), Customer is responsible for providing any required membership or fees. 
    • 7.8 Customer shall not, and shall not permit any third party, to (i) use any credential data relating to a student or applicant against that student or applicant in admissions or financial aid decisions; or (ii) use the Digitary Receive Service or any credential data to identify or attempt to identify any individual student or applicant or to discriminate against students on the basis of race, religion, creed, national origin, age, sex, socioeconomic background, sexual orientation, veteran status or a disabling condition. Customer agrees that the Digitary Receive Service is a tool to be used in the admissions process and does not replace the skill or judgment of admissions and enrollment personnel to find appropriate students.
  1. Digitary Badges. To the extent that Customer utilizes Digitary Services described as “Digitary Badges”, the following shall apply:
    • 8.1 Digitary Badges is a service  whereby, subject to this Agreement, Authorised Users can, on behalf of Issuing Organisations:
      • a. upload digital documents/badges in respect of any Credential Subject, which provides validation of that Credential Subject’s qualifications or other attributes (including without limitation micro-credentials, skills, achievements, knowledge, abilities, accomplishments, credential evaluations and certifications) that can be digitally certified, becoming “Digitary Badges”, in respect of Credential Subjects using a website provided by Instructure; and
      • b. make these Digitary Badges available:
        1. to the Credential Subject, being the subject of one or more Digitary Badge(s), using a website provided by Instructurer; and/or
        2. to any Authorised Recipient on behalf of the Credential Subject, where the Customer has obtained the prior permission from the Credential Subject to do so; and
        3. securely receive and access such Digitary Badges through the website service provided by Instructure.
    • 8.2 Exceeding the Maximum Number of Digitary Badges. The Customer must not issue more than the maximum number of Digitary Badges as specified in the Order Form unless otherwise agreed in writing between the parties, and overage fees shall be payable in respect each Digitary Badge issued by or on behalf of the Customer during the relevant period in excess of the aforesaid limits.
  1. Digitary VIA Services. To the extent that Customer utilizes Digitary Services described as “Digitary VIA Services”, the following shall apply:
    • 9.1 As part of Digitary VIA Services:
      • a. Instructure will, through the Digitary VIA Services, enable VIA End Users to order their academic records, have a credential evaluator complete an independent assessment of the individual’s credentials upon receipt of their academic records for the indicated tuition and obtain a ‘Digitary profile’ as a digital record of academic documents (“Digitary Profile”). “VIA End Users” means any student or other person who directly interfaces with the Digitary VIA Services, other than the Customer or its Authorised Users. 
      • b. The Digitary Profile will: (i) contain a standardised set of verified data fields for each VIA End User’s academic history, including Weighted Average Mark and/or Grade Point Average, Degree Title, and course level Academic Transcript Data; and (ii) be active for a three month period;
      • c. Instructure will, subject to (d), make each VIA End User’s Digitary Profile available to the Customer along with access to PDF copies of supporting documents that were verified as part of the vetting process for the VIA End User’s Digitary Profile;
      • d. Instructure will obtain each VIA End User’s consent to the disclosure of their Digitary Profile, supporting documents, and associated personal information to the Customer, such consent to be obtained in accordance with applicable laws; and
      • e. Instructure will provide the Customer with the ability for corresponding data contained in a Digitary Profile and its supporting documents to be transferred directly into the Customer’s Student Information System via the Digitary VIA Services.
      • f. As between Instructure and Customer, any data provided or made available by Instructure to the Customer through the Digitary VIA Services (including data collected directly from VIA End Users) shall be owned by Instructure, including all intellectual property rights in such data.
      • g. The Customer will not provide access to any portion of the Digitary VIA Services to any person or entity other than an Authorised User or a VIA End User or as otherwise expressly permitted in the Agreement. The Customer is fully liable for its Authorised Users’ and End Users’ use of the Digitary VIA Services and compliance with this Agreement. 
    • 9.2 The Customer must do the following:
      • place links and a description on the Customer hosted website pages which make reference to the supply of evidence of qualifications that outline the value of using Digitary VIA Services and actively and effectively promote and market the Digitary VIA service to its direct international applicants outlining the benefits of Digitary VIA Services for international student applicants;
      • make available key admissions staff for training on the benefits of Digitary VIA Services and the integration of Digitary VIA Services into the Customer’s processes and provide access to the Customer’s relevant technical personnel for Digitary to conduct effective user acceptance testing; 
      • participate in a semesterly review of the Digitary VIA Services to evaluate progress and review the structure of the Digitary VIA Services and work co-operatively with Instructure to make adjustments where necessary; and
      • deliver semesterly reports on the breakdown of End Users who clicked on the Digitary link allowing Instructure to see the number of views/unique clicks.
    • 9.3 Third party services. If the Customer installs or enables third party services for use with the Digitary VIA Services, Customer agrees that Digitary may allow third party providers of such third party services to access Customer Data as required for the interoperation of such third party services with the Digitary VIA Services, and any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider. The Customer acknowledges that its ability to access and use the third party services with the Digitary VIA Services is subject to the continued effectiveness and terms of the contract between Instructure and the applicable third party provider. Instructure is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by a third party provider and Instructure disclaims any and all liability for the use of any third party services.