Definitions. As used in this Agreement, the following terms have the
set forth below.
“Affiliate” means any entity that directly or indirectly
controls, is controlled by, or is under common control with the subject entity.
"The “CorpU Offering” means an online education product that includes
cohort based, synchronous and asynchronous, learning programs with certain Courses accessible
through a social learning online platform that include learning services.
“Customer” means the party entering into an Order Form
with Udemy, or otherwise signing up to use the Services.
“Courses” means the online courses provided by Udemy as
part of the Services.
The “Fees” means the amounts payable by Customer to Udemy
for access to the Services.
“Launch Services” means access to a dedicated project manager and launch program to assist Customer to
optimize use of the Services.
“Order Form” means the ordering document mutually executed
by Udemy and Customer, including electronic orders submitted by Customers purchasing
the Team Plan version of the Services, specifying:
(1) the Fees payable by Customer to Udemy for provision of the Services,
(2) the duration of the Services to be provided by Udemy to Customer,
(3) the number of Users authorized to access the Services,
(4) billing and payment information regarding Udemy’s provision of the Services to Customer, and
(5) any other applicable quantity specifications regarding Customer’s purchase of the Services.
“Personal Data” means any personal data that Customer
submits into the Services.
The “Services” means any of the following offerings that may be
purchased by Customer from Udemy:
(1) Udemy Business or Udemy Government, a platform for online education provided by Udemy
through individual, asynchronous learning, that includes the Courses,
(2) the CorpU Offering, and 3) Udemy Business Pro.
“Udemy” means Udemy, Inc., or one of its Affiliates.
“Udemy Business Pro” means an interactive cloud workspace containing
hands-on learning labs.
“Users” means the employees and contractors that Customer
authorizes to access and use the Services.
Provision of the Services. Udemy agrees to make the Services available
to Customer, its Affiliates, and its Users pursuant to the terms of this Agreement, and as specified in an Order
Form. Where an Affiliate enters into its own separate Order Form governed by this Agreement,
then for purposes of that Order Form, the Affiliate shall be considered “Customer”.
In the event Customer is purchasing a subscription to the “Team Plan” version of the
Services, then Customer acknowledges and agrees that certain features generally available in the
Services may not be available to Customer. If Customer is purchasing access to the CorpU Offering,
then the additional, product specific, terms and conditions available here will apply. If Customer
is purchasing access to Udemy Business Pro, then the additional, product specific, terms and conditions
available here will apply. If Customer is purchasing Launch
Services, the terms and conditions available here will apply.
Customer shall not, nor shall it permit its Users to:
- Copy, distribute, create derivative works, hack, modify, or interfere with, the proper
working of the Services, any of the Courses, or any third-party system made available
through the Services,
- Input any inappropriate, infringing, offensive, racist, hateful, sexist, pornographic,
harassing, defamatory or libelous content into the Services or instruct Udemy to include
any such content in the Services,
- Scrape, spider, or utilize other automated means of any kind to access the Services, including
but not limited to accessing API endpoints for which Customer or its Users have not been
provided authorization by Udemy,
- Use the Services in order to build a competitive product to the Services,
- Share login access to the Services among multiple individuals, transfer a User license
(except in connection with a termination of employment), or
otherwise permit any party other than the Users to use the Services,
- Introduce any computer code, file, or program that may damage the Services,
- Use the Services in any manner that is unlawful or that infringes the rights of others, or
- Use Udemy’s APIs with any third party without prior written approval (certain third parties
currently have pre-approval as provided within Udemy’s API documentation).
- Use the Services to transmit any unsolicited commercial communications,
- Use the Services for any purpose other than internal learning, or
- Permit any individual that is under the age of 13 years old to use the Services.
Customer represents and warrants that neither it nor its Users are (a) located in, or a resident of,
any country that is subject to applicable U.S. trade sanctions or embargoes (such as Cuba, Iran,
North Korea, Sudan, or Syria), or (b) a person or entity who is named on any U.S. government
specially designated national or denied-party list. Customer shall not permit any User to access or
use the Services in a U.S. embargoed country or in violation of any U.S. export law or regulation
Violations of Restrictions. In the event that Udemy determines that
Customer or any of its Users has violated the restrictions set forth in Section 3 above,
Udemy may notify Customer of such violation and allow customer a 10 day cure period to remedy
such violation. If Customer fails to cure such remediable violation, then Udemy may terminate
or suspend access to the Services for Customer or the relevant Users. Irrespective of the cure
period stated above, Udemy reserves the right in its sole discretion to terminate or suspend
access to the Services for Customer or the relevant Users, at any time, if immediate action is
required to address imminent potential harm or damages.
Fees. Customer will pay the Fees as set forth in one or more
Order Forms. Unless stated otherwise in an Order Form, all fees are payable in US dollars.
Any future incremental add-on or renewal orders after the initial subscription period
(as set forth in an Order Form) shall be subject to the subscription standard price in effect
at time of purchase. In the event that Customer is late in making payments, then Udemy reserves
the right to charge the greater of 1.5% interest per month or the maximum interest permitted by law,
and Customer will be liable for all third-party collection costs.
Taxes. All fees and other charges payable by Customer to Udemy under this Agreement
are stated exclusive of all federal, state, local and foreign taxes, levies and assessments of any nature
(including value-added, use or withholding taxes). Customer agrees to bear and be responsible for the
payment of all such taxes, levies and assessments imposed on Customer arising out of this Agreement,
excluding any tax based on Udemy’s income, gross receipts, business and occupation tax, and employment-related
taxes. In the event that tax withholding is required, Customer will pay the required amount to the relevant
governmental authority and produce a withholding tax certificate to Udemy while remitting the residual to Udemy.
Scope of Confidentiality. Each party agrees that all code, inventions, know-how,
or business, technical, and financial information disclosed to such party (“Receiving
by the disclosing party (“Disclosing Party”), constitute the confidential
the Disclosing Party (“Confidential Information”), provided that it is
either identified as confidential at the time of disclosure, or should be reasonably known by
the Receiving Party to be confidential due to the nature of the information disclosed.
Personal Data is considered Confidential Information. Confidential Information will not,
however, include any information that: (1) was publicly known and made generally available
in the public domain prior to the time of disclosure by the Disclosing Party, (2) becomes
publicly known and made generally available after disclosure by the Disclosing Party to the
Receiving Party through no action or inaction of the Receiving Party, (3) is already in the
possession of the Receiving Party at the time of disclosure by the Discloser, (4)
is obtained by the Receiving Party from a third party without a known breach of the
third party’s obligations of confidentiality, or (5) is independently developed by the
Receiving Party without use of or reference to the Confidential Information.
The Receiving Party may disclose the Disclosing Party’s Confidential Information if
required by law so long as the Receiving Party gives the Disclosing Party prompt written
notice of the requirement prior to the disclosure and assistance in obtaining an order
protecting the information from public disclosure.
Non-Use and Non-Disclosure. Except as expressly authorized herein or as necessary to
perform its obligations hereunder, the Receiving Party agrees to: (1) not disclose any
Confidential Information to third parties, and (2) not use Confidential Information for any
purpose other than as necessary to exercise its rights or perform its obligations hereunder.
Processing of Personal Data. Notwithstanding the provisions of this section, Customer
agrees that Udemy may process Personal Data as necessary for: (1) storage and processing in
accordance with the Agreement and applicable Order Form(s); (2) processing initiated by Users
in their use of the Services; and (3) processing to comply with other documented reasonable
instructions provided by User (e.g. via email or support tickets) where such instructions are
consistent with the terms of the Agreement. To the extent that Customer is subject to
a local data privacy law (including but not limited to the General Data Protection Regulation or
the California Consumer Privacy Act), then Customer agrees to request from Udemy a data
protection agreement prior to providing any Personal Data to Udemy.
Term and Termination.
Duration of Term. This Agreement will commence on the Effective Date, and will continue
until all Order Forms hereunder have expired or have been terminated. The duration of the
Services will be specified in each applicable Order Form. Unless otherwise specified in an
applicable Order Form, and with the exception of Customers on the Udemy Business Team plan that
have disabled auto-renewal within the Services, Order Forms will renew automatically, unless
terminated by either party by giving at least 30 days written notice prior to the end of the
Termination for Material Breach. Either party may terminate this Agreement and any
applicable Order Forms in the event that the other party materially breaches this Agreement, by
providing 30 days written notice, unless such breach is cured during such 30 day notice period.
In the event that Customer terminates this Agreement or any Order Form due to material breach by
Udemy, then Customer will be entitled to receive a pro-rated refund for Services not rendered
past the termination date. Sections 5-11 and 15-18, as well as any accrued rights to payment,
will survive any termination or expiration of the Agreement.
WARRANTY DISCLAIMER. EXCEPT AS OTHERWISE AGREED UPON BY THE PARTIES,
UDEMY PROVIDES THE SERVICES AS-IS AND DISCLAIMS ALL WARRANTIES RELATING TO THE SERVICES AND
ANY THIRD PARTY SYSTEMS OR PLATFORMS ACCESSIBLE THROUGH THE SERVICES, EXPRESS,
OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES RELATING TO MERCHANTABILITY, ACCURACY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AVAILABILITY.
Limitation of Liabilities.
NEITHER PARTY WILL BE LIABLE WITH RESPECT
TO ANY SUBJECT MATTER OF THIS AGREEMENT OR RELATED TERMS AND CONDITIONS UNDER ANY THEORY OF
CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY FOR: (1) ANY INDIRECT, INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR (2) ANY AMOUNTS IN EXCESS OF THE FEES PAID OR PAYABLE BY
CUSTOMER TO UDEMY IN THE 12 MONTHS PRIOR TO THE DATE THE RELEVANT CLAIM AROSE.
Exceptions to Limitation of Liability. Notwithstanding the limitation of liability
set forth above: (1) Customer’s liability arising from its violation of Section 3 of this Agreement,
and either party’s liability arising from the indemnification provisions of this Agreement,
will not be limited, and (2) Each party’s liability arising from breach of its confidentiality
obligations hereunder will be limited to three times the amount of Fees paid or payable by Customer
to Udemy in the 12 months prior to the date a claim arose.
Udemy's Indemnification Obligations. Udemy agrees to defend Customer for all third
party claims arising from an allegation that Customer’s use of the Services as permitted under
this Agreement infringes upon a third party’s intellectual property rights (“Claim Against
Customer”), and indemnify Customer from any damages, reasonable attorney fees, and costs
incurred by Customer as a result of a Claim Against Customer. In the event that the Services
become subject to a third-party intellectual property claim, or Udemy believes that the Services
will become subject to such a claim, then Udemy may elect to: (1) modify the Services so that
they are no longer allegedly infringing, (2) obtain a license for Customer’s continued use of
the Services, or (3) terminate this Agreement or any applicable Order Forms, and provide
Customer a pro-rated refund for Services not rendered past the termination date. This section
states Udemy’s sole liability to the Customer with respect to a claim that any part of the
Services infringes the intellectual property rights of a third party.
Customer's Indemnification Obligations. Customer agrees to defend Udemy for all
third-party claims arising from Customer’s violations of Sections 3(a) i. and ii., and 3(b) of this
Agreement (“Claim Against Udemy”), and indemnify Udemy from any damages, reasonable attorney
fees, and costs incurred by Udemy as a result of a Claim Against Udemy.
Requirements for Indemnification. In order for the indemnification obligations
hereunder to apply, the party seeking indemnification must: (1) promptly tender a claim for
indemnification, (2) allow the indemnifying party sole control of the defense or settlement of
the underlying claim, and (3) reasonably assist with any defense or settlement of the underlying
claim at the indemnifying party’s request and expense.
Anti-Corruption. Neither party has received or been offered any
illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent
of the other party in connection with this Agreement. Reasonable gifts and entertainment
provided in the ordinary course of business do not violate the above restriction. Upon learning
of any violation of this restriction, Customer agrees to promptly notify Udemy’s legal
department, by emailing email@example.com.
Publicity. Customer grants Udemy the right to use Customer’s company
name and logo as a reference for marketing or promotional purposes on Udemy’s website and in
other promotional materials.
Force Majeure. Neither party will be liable for any failure or delay
in the performance of its obligations hereunder to the extent caused by a condition that is
beyond a party’s reasonable control, including but not limited to natural disaster, civil
disturbance, acts of terrorism or war, labor conditions, failure by a third party hosting
provider or utility provider, governmental actions, interruption or failure of the Internet or
any utility service, or denial of service attacks.
Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be contrary to law, the provision shall be deemed null and void,
and the remaining provisions of this Agreement shall remain in effect.
Governing Law Venue, and Attorney’s Fees. This Agreement and any disputes arising
under it will be governed by the laws of the State of California without regard to its conflict
of laws provisions, and each party consents to the personal jurisdiction and venue of the state
or federal courts located in San Francisco, California. In the event of any dispute between the
parties regarding the terms of this Agreement, the party prevailing in such dispute shall be
entitled to collect from the other party all costs incurred in such dispute, including reasonable
Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter hereof and supersedes all prior or
contemporaneous oral or written communications, proposals, and representations with respect
to its subject matter. This Agreement and any mutually executed Order Forms shall apply in lieu
of the terms or conditions in any purchase order or other documentation that Customer provides,
and all such terms and conditions are null and void and superseded by this Agreement and any mutually
executed Order Forms. This Agreement, or any part thereof, may be modified by Udemy at any time,
including the addition or deletion of terms at any time, and such modifications, additions or
deletions will be effective immediately upon posting.
Contracting Party, Governing Law, and Currency for Indian Customers.
As of June 1, 2020, if Customer is located in India, then Customer is contracting with
Udemy India LLP under this Agreement. In such case, notwithstanding Section 17 above,
this Agreement and any disputes arising under it will be governed by the laws of India,
and both parties consent to the exclusive jurisdiction and venue of courts in
Delhi, India for all disputes arising out of this Agreement. In addition, if Customer is
located in India, notwithstanding Section 17 above, then any dispute, claim, or any
non-payment (any of which shall be treated as a dispute) whether present or future,
whatsoever between the parties under, arising out of, relating to or in connection with
this Agreement shall be settled by mandatory arbitration in accordance with the provisions
of the Arbitration and Conciliation Act, 1996 by a sole arbitrator mutually appointed by
the parties and both parties consent to such mandatory arbitration. Either party may serve
the other party with a notice in writing specifying the existence and nature of the dispute
and the intention to refer the dispute to arbitration. If the parties are unable to agree on
a sole arbitrator within 30 days of such notice, each Party shall appoint an arbitrator,
and the arbitrators so appointed shall jointly appoint the third arbitrator. The award
determined through arbitration shall be final and binding. The venue of such arbitration
shall be in Delhi. The proceedings shall be conducted in English. Notwithstanding
Section 5 above, if Customer is located in India, then all fees payable by Customer
will be in Indian Rupees.