Parchment Services Supplement

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

  1. Definitions.
    1. “Awards” means to digitally issue and award a diploma, certificate, or other credential via the Parchment Services.
    2. “Credential” means a licensed transcript, diploma, replacement diploma, certificate, replacement certificate, degree verification, enrollment verification, digital badge, or custom CLR credential.
    3. “Credential Issuer” means the institution that issues, certifies, Awards, and/or maintains the Credential of a Credential Owner.
    4. “Credential Owner” means an individual (including a student) who has registered for the Parchment Services and uses the Parchment sites for the management of his or her Credential. Credential Owners may be provided access to the Parchment Services by their Credential Issuer.
    5. “Credential Recipient” means an institution or an individual that receives (or is awarded) a Credential through the Parchment Services (for example, a college or employer or Credential Owner).
    6. “Credential Requestor” means an authorized third party individual or institution that uses the Parchment Services to request electronic delivery and fulfillment of a Credential.
    7. “Request” (whether or not such term is capitalized) means to digitally request the issuance and transmission of one Credential electronically to one Credential Recipient.
       
  2. Data Processing. The data processing addendum for each individual product is provided as follows:
    1. For Parchment products (excluding K12), the addendum is available at: https://www.parchment.com/data-protection-addendum-2021/. 
    2. For Parchment K12 and Scribbles products, the addendum is available at: https://www.parchment.com/k12-dpa/.
  3. Service Level Agreement. Instructure shall make the Parchment Services available subject to the terms of this Agreement and the Parchment Service Level Agreement, available at herehttps://www.parchment.com/service-level-agreement/.
     
  4. Preferred Method for Electronic Fulfillment. Instructure will be Customer’s preferred and primary method to electronically deliver and/or Award Credentials to Credential Owners or Credential Recipients, as applicable.
     
  5. Customer Obligations. 
    1. Customer is solely responsible for: (a) the accuracy of any Customer-provided means of authenticating Credential Owners using the Parchment Services; (b) the options it selects as part of the Parchment Services; (c) completeness, accuracy, and timely delivery of all Credentials to Instructure; (d) compliance with the Customer’s regulations related to the transmission, issuance, and Award of Credentials, including the accuracy, completeness, of the Credentials; (e) operation of Customer’s computer and communication systems; and (f) results of Customer’s use of the Parchment Services. Additionally, Customer will monitor and promptly respond to any requests for Credentials and periodically update Credentials for use in the Parchment Services. 
    2. Certain Customer Content may be required for the proper operation of the Parchment Services. Customer will make available in a timely manner at no charge to Instructure all Customer Content required by Instructure for the performance of its obligations under this Agreement. Customer acknowledges and agrees that it is the legal custodian of the Credentials, has all rights to transfer Credentials to Instructure for purposes of providing the Parchment Services, and that Instructure will process the Credential as provided to Instructure by Customer. Accordingly, Instructure is not responsible for any inaccuracies in the Customer Content or Credential provided to Instructure.
    3. Customer agrees provide any samples and design details or other information reasonably requested by Instructure, including line art for creation of the seal die. Customer will receive digital sample Credentials for review. Once the Customer has reviewed and initiated the digital issuance of the Credentials, Customer will be deemed to have approved and accepted the digital and/or print Credential. 
    4. Following completion of Customer's upload of the cohort and roster data, Customer will receive digital sample diplomas for review. Customer can review the digital sample diplomas in their administrative access to the Parchment Service and issue the digital diplomas through the Parchment Service. Once the Customer has reviewed and initiated the digital issuance of the diplomas, Customer will be deemed to have approved and accepted the digital and print diplomas. If Customer rejects the diplomas, Customer will notify Instructure of any errors and Instructure will correct such errors in a commercially reasonable time period and at no additional cost to Customer.
       
  6. Training. Instructure may, in its sole discretion, offer access to web-based classes and self-directed online training modules on the use of the Parchment Services. Customer may request for Instructure to provide training services related to Customer’s use of the Parchment Services. Until the Customer has ordered training services pursuant to a statement of work or separate agreement, Instructure will have no obligation to provide training services to Customer other than as indicated above.

     
  7. Communication with Users. As part of the provision of the Parchment Services under this Agreement, Customer agrees that Instructure may communicate with Users and Credential Owners from time-to-time as may be necessary for the provision of the Parchment Services, in Instructure’s reasonable discretion. Upon a Credential Owner registering on the Parchment site, Instructure may communicate with such Credential Owner to the extent permitted under such relationship.
     
  8. Fees. Certain Parchment Services may be paid for on a per-transaction basis by individual Credential Owners (“Learner Pay”). To the extent that Learner Pay is the payment method indicated on the applicable Order Form, the Credential Owner shall be responsible for the payment of such Fees.
     
  9. Third-Party Ordering. Third party Credential Requestors may Request Credentials under this Agreement and will pay a per Request fee at Instructure’s then-current prevailing list rates.
     
  10. Print and Mail Services. If selected by Customer on the Order Form for implementation of Instructure’s print and mail services, the print and paper delivery fees are paid by the Credential Owner at the time of the Request and shall be at Instructure’s then-current market rates at the time of Request. 
     
  11. Destruction of Credentials and Indemnification. Customer hereby releases Instructure from any liability regarding such destruction of tangible Credentials and agrees to indemnify Instructure, and its officers, directors, shareholders, employees, agents, and representatives from any claim, demand, loss, or liability (including reasonable attorneys’ fees and costs) arising out of or related to such authorization and destruction of the tangible Credentials. 
     
  12. Parchment Receive. To the extent that Customer utilizes the Parchment Receive Service, the following shall apply:
    1. Deliveries. Promptly upon receipt of notice of availability of Credentials through Parchment Receive, Customer will download such 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 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.
    2. Third Party Institutions.  In addition, if Customer is acting as an agent for a third-party institution, Customer must provide Instructure with a list of such institutions, to which Instructure may consent or reject in its sole and absolute authority.
    3. Third Party Networks. If Customer wishes to utilize a third party data exchange network (e.g., SPEEDE or eTranscript California), Customer is responsible for providing any required membership or fees. 
    4. Premium Version. If Customer orders Parchment Receive Premium:
      1. Customer shall not: (i) initiate a request for any Credential unless the Credential Owner to whom such Credential applies has indicated an interest in attending Customer’s institution; or (ii) use, fail to protect, initiate any request, or disclose any Credential (A) in violation of any law or (B) for any purpose, except as permitted by the applicable Credential Owner.
      2. Customer shall not, and shall not permit any third party, to (i) use the Credential Data relating to a student or applicant against that student or applicant in admissions or financial aid decisions; or (ii) use the Parchment Services 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. 
      3. Customer agrees that Parchment Receive Premium 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.
         
  13. Parchment Award: [Diplomas, Certificates, or Badges] Services Print and Paper Delivery Services.
    1. Digital Issuance of Credentials. For all Credential Types on the Order Form, Instructure shall provide ability for Customer to issue digital credentials directly to learner via email and optionally via SMS text message. 
    2. Print and Paper Delivery Services.
      1. Print to Student. For Credential Types with Delivery Method "Print to Student" in the Order Form, following receipt of a valid recipient roster with all requested information, as set forth below, Instructure will process print and mail fulfillment of those Credentials within twenty-one (21) business days of the digital issuance. Instructure will prepare the printed diplomas and mail (via USPS or via other methods as selected by Customer and subject to payment of additional fees as set forth in Exhibit A) the diplomas directly to the designated recipients using the contact information (including mailing address) provided to Instructure by Customer. Pricing includes digital credential, printed credential, packaging, and standard USPS domestic shipping.
      2. Print to Campus. For Credential Types with Delivery Method "Print to Campus" in the Order Form, following receipt of a valid recipient roster with all requested information, as set forth below, Instructure will process print and mail fulfillment of those Credentials within twenty-one (21) business days of the digital issuance. Instructure will prepare the printed diplomas and bulk mail (via FedEx) the diplomas directly to the mailing address provided to Instructure by Customer. Pricing includes digital credential, print credential packed in a box, and FedEx ship-to-campus. 
      3. Damaged Credentials. For Credential Types with Delivery Method "Print to Student" in the Order Form, Instructure will replace up to one (1) printed [diploma or certificate] per Credential Owner at no additional cost in the event such printed credential is (i) reported in writing as “not received” after ten (10) business days by the recipient of the Credential to Instructure, or (ii) reported in writing as damaged or destroyed in transit by the recipient of the Credential to Instructure. Instructure will print and mail such replacement Credential within twenty-one (21) business days of receipt of such written notification.
      4. Optional Print and Shipping Fees. Where applicable, the Credential Owner or the Customer may select optional additional print and mail fulfillment services for an additional fee, which will be invoiced monthly in arrears to the Customer if elected by the Customer:
         
  14. Termination Right. In the event Instructure determines, in its sole discretion, it is unable to adequately provide the Services under this Agreement due to the poor quality of the files delivered to Instructure, then Instructure shall have the right to terminate this Agreement upon written notice to Customer. Upon such termination, the files will be returned to Customer, at Customer’s sole cost and expense, Instructure will refund any prepaid fees, less incurred costs and expenses, and Instructure shall have no further obligations under this Agreement.