Privacy Policy

Client Terms & Conditions

Client (as noted in the Statement of Work, as further defined herein) and Udacity, Inc., with its principal office located at 2454 Latham Street, Mountain View, CA 94040 (“Udacity”) hereby agree to the terms and conditions set forth herein pursuant to a specific project and or set of deliverables (“Project”) as described in any Statement of Work (“SOW”) that references these terms and conditions (together, the “Agreement”). By signing an SOW, Client agrees to be bound by all the terms and conditions of this Agreement.

1.Udacity’s Duties and Responsibilities.

Udacity will perform the following:

1.1

Recruit, screen and assign projects to contributor resources (“Contributors”) in its Udacity Blitz database of alumni of Udacity educational and training programs (the “Udacity Blitz Platform”) and other selected engineers to perform the type of work or tasks described on an SOW for each project, each of which shall be incorporated by reference herein.

1.2

Once assigned to Client Project, pay Contributors the fees agreed by and between Udacity and Client under any SOW pursuant to its terms as mutually agreed by the parties.

1.3

As part of the staffing of Contributors, provide a Udacity-trained account management resources (also referred to as the Technical Project Manager or “TPM”) to monitor and assess services provided by the Contributors in furtherance of the tasks and project referenced in the SOW.

1.4

Require all Contributors to sign a consulting services agreement that covers among other matters, acknowledges IT and Information Security Policies, Confidential and Proprietary Information and Non-disclosure Agreement and Assignment of IP Rights, all substantially in the form of Exhibit A.

1.5

Upon Client request and subject to the terms and conditions in this section, Udacity agrees to fix any “Bugs” encountered by Client. “Bug(s)” means a malfunction in the Client Deliverable which prevents the Client Deliverable from materially performing in accordance with the applicable then-current documentation for such Deliverable and “Bug Fix(es)” represents the correction of any such errors. Client must request the Bug Fixes in writing, and Udacity will determine whether it is a Bug Fix or a feature/scope change that requires a modification or addition to the project scope, timeline and cost. Udacity will support Bug Fixes for 30 days after the Client’s receipt of the Client Deliverable.

Udacity shall exercise commercially reasonable efforts, in accordance with this clause, to correct any Bug reported to Udacity by Client which prevents the current, unmodified release of a Client Deliverable from performing in accordance with the operating specifications described in applicable documentation. Upon request, Client may purchase coverage for Bug Fixes beyond the coverage listed above in connection.

2.Client Duties and Responsibilities.

Client will perform the following:

2.1

Supervise the Contributors performing Client’s Project.

2.2

Provide instruction, feedback of the Contributors performance to the TPM and supervise, control, and safeguard its premises, processes, or systems.

2.3

Provide feedback to the TPM and Udacity on any issues encountered with the Udacity Blitz Platform.

3.Payment Terms and Invoices; Taxes

3.1

Client will pay Udacity net 30 days of invoice for its performance at the rates or fees set forth in the SOW.

3.2

Udacity will invoice Client and to the extent any such invoices contain terms and conditions inconsistent with the terms of this Agreement, this Agreement shall control. Upon request, invoices will be supported by the pertinent time sheets or other agreed system for documenting the completion of the Project by the Contributors. If a portion of any invoice is disputed, Client will pay the undisputed portion and escalate any disputed portion to management of Udacity for resolution of any disputes.

3.3

Client understands and agrees that all of the Contributors are freelance consultants and/or independent contractors who provide project services to Udacity and its customers,and as a result, upon receipt of sufficient documentation, no withholding or other taxes shall be paid on behalf of the Contributors nor Client. Contributors are not employees of Udacity, have not undergone any employment screening or other background checks, and Udacity does not provide workers compensation or other insurances on behalf of the Contributors. Udacity hereby disclaims any and all responsibility for such matters and work authorizations, nor taxation, income or otherwise, other than to provide appropriate 1099-MISC for any payments made to the Contributors.

4.Qualifications

Udacity shall assign to Client appropriate Contributors who Udacity believes will have the technical skills and qualifications Client requests, but does not otherwise warrant, represent or otherwise provide any guaranty as to performance with respect to any work or services provided by the Contributors. If Client finds any Contributors’ qualifications or project performance lacking and lets Udacity know within 5 (five) business days, upon request to Udacity, Client will be refunded any payments for such period of the assignment and Udacity will make all commercially reasonable efforts to replace the Contributor(s) immediately.

5.Confidential Information

Udacity may receive information that is proprietary to or confidential to Client or its affiliated companies. Udacity agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law. No knowledge, possession, or use of Client’s confidential information will be imputed to Udacity as a result of Contributors’ access to such information. Individual Udacity employees shall also only share information internally within Udacity and will not widely share the content of the Deliverables with any other department of Udacity other than those operating the Udacity Blitz Platform, or related to invoicing and payment procedures or legal review. From time to time, Client acknowledges and agrees that Contributors may have access to online forums and communities of other developers (the “Developer Community”) in which an Assigned Resource may discuss with and disclose to the Developer Community information relating to Client specifications, Projects, and/or Client Deliverables solely within the Developer Community and solely for the purpose of providing the Services hereunder. For clarity, such information shall be deemed Client’s Confidential Information and is otherwise subject to the restrictions of Section 5.

6.Proprietary Information

Upon payment in full, Udacity assigns all right, title and interest in and to the Deliverables and all intellectual property rights therein and thereto to the Client (“Client Deliverables”). Notwithstanding the foregoing, “Client Deliverables” do not include any Shared Components (as defined below). If any Shared Components is necessary to use or otherwise exploit any Deliverables, Udacity grants to Client a non-exclusive, royalty-free, perpetual, irrevocable license to use, distribute, exploit and create derivative works with the Shared Components as part of t he Client Deliverables. “Shared Components” means source code that is is generally applicable to any design projects and may be shared and used by and within the Udacity Blitz Platform Community (as defined herein) by Client or other clients of Udacity Blitz and others utilizing the Udacity Blitz Platform Community. Udacity Blitz Platform Community means all clients of Udacity who utilize the project services of Udacity Blitz. Client’s ownership and rights shall not extend to any applicable invoice, specification and proposal relating to the Project provided by Udacity to Client nor to any other portions of the Udacity Blitz Platform Community, its interfaces and services.

7.Indemnification and Limitation of Liability

7.1

To the extent permitted by law, Udacity will defend, indemnify, and hold Client and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by Udacity’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in Section 1; or the gross negligence, or willful misconduct of Udacity or Udacity’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.

7.2

To the extent permitted by law, Client will defend, indemnify, and hold Udacity and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by Client’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in Section 2; or the gross negligence, or willful misconduct of Client or Client’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.

7.3

As a condition precedent to indemnification, the party seeking indemnification will inform the other party immediately if it receives notice of any claim, loss, liability, or demand for which it seeks indemnification from the other party; and the party seeking indemnification will cooperate in the investigation and defense of any such matter.

7.4

Neither party shall be liable for or be required to indemnify the other party for any incidental, consequential, exemplary, special, punitive, or lost profit damages that arise in connection with this Agreement, regardless of the form of action (whether in contract, tort, negligence, strict liability, or otherwise) and regardless of how characterized, even if such party has been advised of the possibility of such damages.

7.5

The provisions in Section 7 of this Agreement constitute the complete agreement between the parties with respect to indemnification and limitation of liability, and each party waives its right to assert any common-law indemnification or contribution claim against the other party.

7.6

Other than the indemnification obligations hereunder, the parties’ liability under this Agreement shall be capped at the higher of $10,000 or the total amounts paid or received by the parties under the Agreement (and any associated SOWs in the aggregate) in the course of a trailing 12 month period.

8.Insurance

Udacity agrees to maintain general liability insurance coverage for the services provided hereunder in an amount and pursuant to a policy approved by Client. Upon request, Udacity agrees to provide Client upon request with proof of such insurance coverage, and proof of compliance with all of the laws stated above.

9.Publicity

Udacity shall be permitted solely to identify Client as a customer of Udacity, on Udacity’s website and in promotional materials and presentations, and to use Client’s name and logo for that purpose.

10.Miscellaneous

10.1

The parties agree to cooperate fully and to provide assistance to the other party in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve Contributors.

10.2

The services that Udacity and the Contributors will render to Client under this Agreement will be as an independent contractor. Nothing contained in this Agreement will be construed to create the relationship of principal and agent, or employer and employee, between Udacity and Client.

10.3

Provisions of this Agreement, which by their terms extend beyond the termination or nonrenewal of this Agreement, will remain effective after termination or nonrenewal.

10.4

Each provision of this Agreement will be considered severable, such that if any one provision or clause conflicts with existing or future applicable law or may not be given full effect because of such law, no other provision that can operate without the conflicting provision or clause will be affected. No provision of this Agreement may be amended or waived unless agreed to in a writing signed by the parties. This Agreement and the exhibits attached to it contain the entire understanding between the parties and supersede all prior agreements and understandings relating to the subject matter of the Agreement.

10.5

The failure of a party to enforce the provisions of this Agreement will not be a waiver of any provision or the right of such party thereafter to enforce each and every provision of this Agreement.

10.6

The rights and obligations of agency under this Agreement are personal to Staffing Agency and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of Client. The provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective representatives, successors, and assigns.

10.7

Any notice or other communication will be deemed to be properly given only when sent via common carrier or a nationally recognized courier, addressed as shown on the first page of this Agreement.

10.8

Neither party will be responsible for failure or delay in performance of this Agreement if the failure or delay is due to labor disputes, strikes, fire, riot, war, terrorism, acts of God, or any other causes beyond the control of the nonperforming party.

10.9

If a dispute arises out of or relates to this contract, or the breach thereof, and if said dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to arbitration. Any dispute arising out of or relating to this contract, or the breach thereof, that cannot be resolved by mediation within 30 days shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator appointed by the AAA in San Francisco, California, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Parties share equally any cost imposed on both parties by the AAA.

10.10

The Client agrees and authorizes Plaid the right, power and authority to (acting on behalf of the Client) access and transmit the Client Data as reasonably necessary for Plaid to provide the Service to the Client.

10.11

This Agreement will be governed by and construed in accordance with the laws of the state of California, without reference to any conflicts of law principles thereof.

11.Term of Agreement

This Agreement will be for a term of 2 years from the first date on which both parties have executed it. The Agreement, and/or any SOW, may be terminated by either party upon 10 days written notice to the other party.

12.Counterparts

This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Once signed, both parties agree any reproduction of the Agreement made by reliable means (e.g., photocopy, scan, or facsimile) is considered an original.

The individuals signing below represent and warrant that each has the authority to bind its respective party, and when signed by both parties, this Agreement shall be a binding contract on its terms.

Site Terms

Udacity, Inc. (collectively, “we,” “us” or “Udacity”), in addition to its core online educational and employment services (among them the “Udacity Education Services” and “Udacity Employment Services”, and collectively with other services, “Services”), also provides you access to other Udacity-run services (“Site Services”), including but not limited to those found at www.blitz.com (“Site”) with which these terms and conditions shall apply (“Site Terms”). Subject to these Site Terms and any other guidelines, rules or licenses posted in connection with the Site Services you agree to be bound by these Site Terms in your access to this Site. To the extent you elect to become either our Contributor or Client of Udacity Blitz, your interaction with us will then be governed by either the Blitz Contributor-Consultant Agreement or the Blitz Client Services Agreement found at the links embedded here and we will provide the “Consulting Services” contracted and described therein and our Privacy Policy. The Udacity Education Services terms and conditions are found at Udacity.com/legal.com and differ from those found here.

1.Acceptance of Our Site Terms

By visiting the Site and/or accessing and using the Site Services, you agree to be bound by these Site Terms, whether you are: – a “Visitor,” meaning you simply browse the Site, including, without limitation, through a mobile or other wireless device, or otherwise use the Services without being registered, or – a Contributor or Client, as defined in the above-referenced agreements for which separate Terms and agreements are applicable. The term “User” for the Site refers to a Visitors, Contributor or Client.

You are authorized to use the Site Services only if you agree to abide by all applicable laws, rules and regulations and these Site Terms.

By using the services, or by indicating assent to this agreement. Without limiting the foregoing, if you are a visitor, by using the site services, in addition to all of the terms and conditions of this agreement (except for the section entitled “communications”), you are consenting to be bound by the terms set forth in the section entitled “user communications.” if you do not agree to all of the terms and conditions of this agreement, includin g the terms set forth in the section entitled “user communications,” do not access or use the service.

Without limitation to any of the foregoing, if you do not agree to any other provisions of these site terms or any section thereof, then you may not access or use the site services. Udacity’s acceptance is expressly conditioned upon your assent to all of the terms and conditions of these site terms.

We reserve the right to change or modify these Site Terms at our sole discretion at any time. We will notify you of any material changes to the terms and conditions of this Agreement or to any service or other feature of the Services and you agree that through further use of the Site you accept such changes in order to continue your use and access thereof. If you do not accept such changes your use and/or access to the Site Services will be terminated. Any change or modification to these Site Terms will be effective immediately upon posting by Udacity on the Site.

2.User Communications

If you are Visitor, we may contact you through any electronic means including our in-website, advertising and/or in-mobile app notification, linked messaging and chat services while you browse the Site or to respond to your email or other inquiries to the Site. You consent to receive these notifications and messages. We also provide information on Sites for you to contact us with questions or comments. If you use this information to contact us, you consent to receive any notifications, messages or other communications in response to any such contact.

If you register as a Visitor, you further expressly consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Notices”) that we provide in connection with your User Account and your use of those Services pursuant to the Agreements for such Services. Notices may include, without limitation, e-mail, in-app messages and in-website chat communications. In addition, Notices may include emails with promotional, marketing, and advertising information and recommendations that we believe may be of interest to you. Consistent with federal CAN-SPAM laws, if you do not wish to receive commercial emails, you may unsubscribe following the instructions on any email. We may still send you administrative and transactional Notices, however, such as, but not limited to, information about your User Account, information related to your method of payment, transaction receipts, career advice, information about your progress or other services that may be necessary to provide you with the Services for which you have agreed.

Additionally, you consent to receive notices to enforce these Site Terms, our policies, applicable law, or any other agreement we may have with you.

3.Privacy and Our Use of Third Party Services

Our Privacy Policy further explains how we treat information collected and received from you when you use our Site and Site Services or sign up for our Services. Our Privacy Policy is hereby incorporated into these Site Terms by reference. Please read this policy carefully for disclosures relating to the collection, use, and disclosure of your personal information. By accepting these Site Terms you are accepting our Privacy Policy.

Udacity uses third-party analytics and other services to help understand your usage of the Services. Such third parties may analyze your use of our website and/or product and tracks our relationship so that Udacity can improve our service to you. We may also use third party services as a medium for communications, either through email, or through messages within our product(s).

4.User Conduct Policy

To use our Site, you agree you: will not harass other Visitors, Contributors or Clients; will not misrepresent your credentials or experience; will behave with professionalism in all manner of communication with other Visitors, Contributors or Clients.

As a condition of accessing the Site Services, you agree not to (a) reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes any portion of the Site Services; (b) use Udacity’s or Udacity Blitz’ name, trademarks, service marks, or other materials in connection with, or to transmit, any unsolicited communications or emails; (c) use any high volume, automated, or electronic means to access the Site Services (including without limitation robots, spiders or scripts); (d) frame the Site Services, place pop-up windows over its pages, or otherwise affect the display of its pages; (e) falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to the use of a pseudonym or misrepresenting your affiliations with a person or entity, past or present; (f) force headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Site Services; or (g) interfere with or disrupt the Site Services or servers or networks connected to them, or disobey any requirements, procedures, policies or regulations of networks connected to the Site Services.

Where appropriate, you also agree to abide by the terms of Contributor-Consultant or Clients Terms of Services with respect to any obligations as defined therein.

5.Udacity’s Intellectual Property Rights

The Site Services are owned and operated by Udacity and its licensors. Udacity reserves the right at any time and from time to time to modify, discontinue, temporarily or permanently, the Services or any part or portion thereof, with or without notice to you. You agree that Udacity shall not be liable to you or to any third party for any modifications, suspensions or discontinuance of the Services, or any portion thereof. Nothing in these Site Terms shall be construed to obligate Udacity to maintain and support the Site Services or any part or portion thereof, during the term of these Site Terms. All content or other material available on the Site are the property of Udacity and/or its affiliates or licensors and are protected by copyright, patent and/or other proprietary intellectual property rights under United States and foreign law.

Udacity logos, trademarks and service marks which may appear on the Site (“Marks”), are the property of Udacity and are protected under United States and foreign laws. All other trademarks, service marks and logos used on the Site Services, with or without attribution, are the trademarks, service marks or logos of their respective owners. In addition, elements of the Site is protected by trade dress and other federal and state intellectual property laws and may not be copied, reproduced, downloaded or distributed in any way in whole or in part without the express written consent of Udacity.

Except as otherwise expressly permitted in these Site Terms, you may not copy, sell, resell, display, reproduce, publish, modify, create derivative works from, transfer, distribute or otherwise commercially exploit in any manner the Services or any Content. You may not reverse-engineer, decompile, disassemble or otherwise access the source code for any software that may be used to operate the Services. Udacity and/or its affiliates and licensors reserve all rights not expressly granted herein to the Services, Content, and Marks.

The Site may provide you with the ability to upload forum posts, chat with other Visitors, discussions, profile pages, and other content and media for social interaction, or certain information and materials (collectively, “User Content”). Udacity does not claim ownership of any User Content you may submit or make available for inclusion on the Site, but Visitor hereby license Udacity to use and display such Content. With respect to any User Content you submit to Udacity or that is otherwise made available to Udacity, you hereby grant Udacity an irrevocable, worldwide, perpetual, royalty-free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such User Content on Site or otherwise exploit the User Content, with the right to sublicense such rights (to multiple tiers), for any purpose (including for any commercial purpose). Udacity reserves the right to remove any User Content at any time and for any reason.

To the extent that you provide any User Content, you represent and warrant that (a) you have all necessary rights, licenses and/or clearances to provide such User Content and permit Udacity to use such User Content as provided above, (b) such User Content is accurate and reasonably complete, (c) as between you and Udacity, you shall be responsible for the payment of any third party fees related to the provision and use of such User Content, and (d) such User Content does not and will not infringe or misappropriate any third party rights or constitute a fraudulent statement or misrepresentation or unfair business practices.

With respect to any submissions of User Content, you agree to comply with all applicable local rules including but not limited to rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside and vice versa.

6.Use of Provided Communication Methods and Related Services

The Site Services may provide you with the ability to post messages to forums, enter chat rooms or send similar messages and communications to third party service providers or other Visitors, or ask you questions through surveys or other means. You agree to use communication methods available on the Site and to only to send communications and materials related to the subject matter for which Udacity provided the communication method, and you further agree that all such communications by you shall be subject to and governed by these Site Terms. You acknowledge and agree that such services (e.g., chat room services) may be monitored or recorded for quality control purposes and that the information or material provided as part of the services is considered “Content” under these Site Terms and is provided for educational purposes only.

7.Services Availability and Limitations

You acknowledge and agree that Udacity Blitz Site Services may not be available at all times, and that certain other limits may apply. Please refer to the FAQ for additional information. You also understand that Udacity, at its sole discretion, may limit, suspend, or terminate your use of all Udacity-provided services related to Udacity’s programs from time to time. You also understand that Udacity may modify or discontinue all services related to its programs at its sole discretion.

8.Disclaimer of Warranties

You expressly acknowledge and agree that your use of the Site Services and all Content and services available is at your sole risk and responsibility. The site services (including any content) are provided “as is” and “as available” without representations or warranties of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and noninfringement. You assume total responsibility and the entire risk for your use of the site.

Without limiting the foregoing, we do not warrant that (a) the site services will meet your requirements or expectations or achieve the intended purposes, (b) the site will not experience outages or otherwise be uninterrupted, timely, secure or error-free, (c) the information or content will be accurate, complete, current, error- free, completely secure or reliable, or (d) that defects in or on the site will be corrected.

9.Limitation of Liability

Under no circumstances shall udacity be liable to the user or any third party with respect to any subject matter of these site terms (including any breach of security or data loss) under any contract, negligence, strict liability or other theory for any indirect, incidental or consequential damages or lost profits, loss or inaccuracy of data or documents or cost of procurement of substitute goods, services or technology, even if advised of the possibility of such damages or whether any remedy set forth herein fails of its essential purpose or otherwise. Udacity’s total cumulative liability arising out of or related to these site terms will not exceed the greater of twenty u.S. Dollars ($20); the existence of multiple claims shall not expand or increase the foregoing limitation. The parties acknowledge that this clause reflects the agreed upon allocation of risk between the parties and that udacity would not enter into these site terms or make the online courses available to user without these limitations on liability. This limitation of liability will apply notwithstanding the failure of essential purpose of any limited remedy set forth herein.

10.Linking to Other Sites

The Site may contain links to pages on other websites (“Linked Sites”), and those Linked Sites may contain content or offer products and/or services for sale. Udacity does not author, edit, control, or monitor these Linked Sites. You acknowledge and agree that (a) we have no responsibility for the accuracy or availability of information provided by Linked Sites, and (b) we do not control or endorse the sponsors of such Linked Sites or the content, products, advertising, or other materials presented on such Linked Sites. We may remove any Linked Sites from Site at any time for any reason or for no reason.

Udacity will not be liable for any transactions conducted by you with third parties through the linked sites or for any liability arising from the representations or information provided on such linked sites.

We appreciate that Linked Sites may contain material in which the operator of the Linked Sites has intellectual property rights. We respect those rights and provide the links for information purposes only. The fact that we have linked to any Linked Site does not create or imply any relationship or partnership with the operator of such Linked Site.

11.Use of Intercom Services

We may use third-party analytics services to help understand your usage of our services. In particular, we provide a limited amount of your information (such as your email address and sign-up date) to Intercom, Inc. (“Intercom”) and utilize Intercom to collect data for analytics purposes when you visit our website or use our product. Intercom analyzes your use of our website and/or product and tracks our relationship so that we can improve our service to you. We may also use Intercom as a medium for communications, either through email, or through messages within our product(s). As part of our service agreements, Intercom also collects publicly available contact and social information related to you, such as your email address, gender, company, job title, photos, website URLs, social network handles and physical addresses, to enhance your user experience. For more information on the privacy practices of Intercom, please visit http://docs.intercom.io/privacy. Intercom’s services are governed by Intercom’s terms of use which can be found at http://docs.intercom.io/terms. If you would like to opt out of having this information collected by or submitted to Intercom, please contact us.

12.Indemnity

You agree to indemnify, defend and hold harmless Udacity, its subsidiaries and affiliates, and each of their officers, directors, agents, employees, and assignees from any and all claims, liabilities, expenses and damages, including reasonable attorneys’ fees and costs, made by any third party relating to or arising out of (a) your use or attempted use of the Sites or Site Services in violation of these Site Terms, (b) your use or attempted use of any code, program, data, information or any other Content in a manner inconsistent with these Site Terms, (c) your use or your violation of any law or rights of any third party, or (d) your information you post or otherwise make available on the Site or through the Site Services, including without limitation any claim of infringement of intellectual property or other proprietary rights.

13.Termination of Rights

You agree that Udacity, in its sole discretion, may deactivate your account or otherwise terminate your use of the Site for any reason or no reason, including, without limitation, if Udacity believes that you have (a) breached these Site Terms; (b) infringed the intellectual property rights of a third party; (c) posted, uploaded or transmitted infringing material to the Site; or (d) violated or acted inconsistently with the letter or spirit of these Site Terms or any applicable code of conduct. You agree that any deactivation or termination of your access may be effected without prior notice to you and that Udacity shall not be liable to you nor any third party for any termination of your account. You also acknowledge that Udacity may retain and store your information on Udacity’s systems notwithstanding any termination of your account for any and all archival and legal compliance purposes it deems necessary.

14.Dispute Procedure and Claims of Copyright Infringement

Udacity respects the rights and intellectual property of others, and we ask our users to do the same. If you believe that your product or other work has been misrepresented or used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Udacity’s Copyright Agent with the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the product, copyright or other intellectual property interest;

a description of the product, work or other intellectual property that you claim has been misrepresented or infringed;

a description of where the material that you claim is misrepresenting or infringing your product, work or other intellectual property is located on the Online Courses;

your address, telephone number, and email address;

a statement by you that you have a good faith belief that the disputed use is not authorized by the owner of the product, work, copyright or intellectual property, or its agent, or applicable law; and

a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the product, work, copyright or intellectual property owner or authorized to act on such owner’s behalf.

Udacity’s Copyright Agent for notices of disputes or claims of copyright or other intellectual property infringement can be reached as follows: Legal Department: Copyright Agent, Udacity, Inc. 2465 Latham Street, Mountain View, CA 94040 Phone: 650.938.9090 Email:support@udacity.com.

15.Miscellaneous Provisions

You affirm that you are either 18 years of age or older, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into these terms, conditions, obligations, affirmations, representations and warranties set forth in these Site Terms. In any case, you affirm that you are over the age of 13 as the Site Services are not intended for children under 13. If you under 13 years of age, do not use the Site Services.

Udacity may freely transfer or assign any portion of its rights or delegate its obligations under these Site Terms. You shall not transfer or assign, by operation of law or otherwise, any portion of your rights or delegate your obligations under these Site Terms without the prior written consent of Udacity.

These Site Terms shall be governed by, construed and enforced in accordance with the laws of the State of California, as it is applied to agreements entered into and to be performed entirely within California and without giving effect to any principles of conflict of laws. You agree that any legal lawsuit or other action brought by Udacity, you or any third party to enforce these Site Terms, shall be subject only to the jurisdiction of the courts located in Santa Clara County, California. Udacity makes no representations that the Site or Site Services operate (or are legally permitted to operate) in all geographic areas, or that the information, services or products offered through the Site are appropriate or available for use in other locations. Accessing the Site from territories where any Site Services, content or functionality of or portions thereof, including but not limited to functionality discussed in the Privacy Policy, is illegal is expressly prohibited. If you choose to access the Site you agree and acknowledge that you do so on your own initiative and at your own risk and that you are solely responsible for compliance with all applicable laws.

If any provision of these Site Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the other provisions herein, and shall not affect the validity and enforceability of any remaining provisions. Udacity shall have no liability under these Site Terms to the extent arising from any failure of Udacity to perform any of its obligations under these Site Terms due to any fire, flood, earthquakes, other acts of God, war, civil unrest, terrorism, Internet failures, governmental act or court order, national emergency, strikes or labor disputes or any other event not within Udacity’s reasonable control. Udacity shall not be responsible for damage or other problems caused by any unauthorized change to these Site Terms made by way of hacking or cracking this page.

Any delay or failure on the part of Udacity to enforce any rights under these Site Terms to which it may be entitled shall not, in any event, be construed as a waiver of the right and privilege to do so at any subsequent time.

These Site Terms constitute the entire agreement between you and Udacity relating to the matters set forth herein, and shall not be modified except in writing, as noticed to you or posted on the Sites by Udacity.

Any notice which may be required to be given to us under these Site Terms may be sent to us by writing or emailing to the following addresses: Udacity, Inc. 2465 Latham Street, Mountain View, CA 94040 Email: support@udacity.comThe section titles herein are displayed for convenience only and have no legal effect.

Contributor-Consultant Terms

The following contains all of the terms of my consulting arrangement (“Agreement”) with Udacity, Inc., a Delaware corporation (the “Company,” which term includes the Company’s subsidiaries), and you, a legal entity or person identified in the Statement of Work (“SOW”) for which work will be performed for customers who contract with Company for consulting services. These specific terms and conditions supersedes all other understandings, oral or written, between us. The amount of time I will spend as a consultant to the Company, the nature of the services provided (the “Services” as further defined in any SOW) and my compensation are set forth on an SOW. If any provision of this Agreement is inconsistent with the specific provisions of any SOW, the specific provisions of this Agreement shall control. This Agreement, together with any SOW, constitute one agreement and may not be treated as separate contracts. No SOW will be considered a valid agreement without incorporation of these terms and conditions.

1.Contributor-Consultant Agreement

  • I recognize that it is the express intention of the parties to this Agreement that I work as a consultant or independent contractor, and not as an employee, agent, joint venture or partner of the Company or its Clients. Nothing in this Agreement shall be interpreted or construed as creating or establishing an employment relationship, temporary or otherwise, between the Company, or its Clients and myself and I will not and do not claim any rights associated with employment with Company or Client. I understand that I will be paid solely as set forth in any executed SOW and I will receive no other benefits or payments of any kind in connection with the Services I provide hereunder. Bonus and incentive payments applicable to my work may be made available from time to time by Udacity and will be subject to separate terms and conditions relating to those programs.
  • I agree that I will take Client interview for any SOW and/or project offered to me from a Technical Project Manager and I will take at least one (1) interview for any direct hire position at Client if I am offered an opportunity to interview for any such role. I agree that I will participate in all interviews in good faith but that I am thereafter free to decline the SOW in my sole discretion. If for some reason, I do not wish to take any interview with a Client I will notify Company in writing stating reasons for such refusal.
  • I recognize that I will have no authority to act on or enter into any contract or understanding, incur any liability or make any representation on behalf of the Company or the Client with respect to the SOW without first obtaining specific written instructions from an officer of the Company or its Clients. I understand that I am free to contract directly with Client on independent terms and conditions for which I am responsible but I may not bind Company in any way under any separate terms.
  • I recognize that I am solely responsible for all taxes, withholdings and other similar statutory obligations, including, but not limited to, workers’ compensation insurance and right to work or immigration status wherever I may reside. I agree to fully defend, indemnify and hold the Company and its Clients, and their respective officers and assigns, harmless from any and all claims made by an entity on account of an alleged failure by me to satisfy any such tax, withholding or other legal obligation.
  • I will supply any tools and equipment necessary to perform the Services as well as be responsible for all ordinary course expenses incurred. I understand and agree that I will not be reimbursed for any expenses incurred as part of my performance of the Services, other than extraordinary expenses incurred with the approval of both Company and Client. I agree that I will comply with the Udacity Blitz IT and Security Policy attached hereto as Exhibit A and incorporated by reference.
  • I will indemnify and hold the Company and its Clients, and their respective officers and assigns, harmless from, and will defend the Company against, any and all loss, liability, damage, claims, demands or suits and related costs and expenses to persons or property that arise, directly or indirectly, from my acts or omissions, or from the breach of any term or condition of this Agreement attributable to me or my agents.
  • I recognize that the Company and its Clients are engaged in a continuous program of research, development, production, sales and distribution respecting its business. The Company and its Clients possess or have rights to information that has been created, discovered, developed or otherwise become known to the Company or Client (including information developed by, discovered by or created by me that arises out of my consulting relationship with the Company) that has commercial value in its business (“Proprietary Information”). For example, Proprietary Information includes, but is not limited to, software programs, other computer programs and copyrightable material, technical drawings, product ideas, trade secrets, concepts for resolving software development issues, data and know-how, inventions (whether patentable or not), improvements, marketing plans and customer lists.
  • I understand that my consulting relationship creates a relationship of confidence and trust between me and the Company and/or the Client with respect to any (i) Proprietary Information or (ii) confidential information applicable to the business of any customer of the Company or other entity with which the Company does business and that I learn in connection with my consulting relationship. At all times, both during my consulting relationship with the Company and/or the Client and after its termination, I will keep in confidence and trust all such information, and I will not use or disclose any such information without the written consent of the Company or Client, except as may be necessary in the ordinary course of performing my duties to the Company or Client. This obligation shall end whenever such information enters the public domain and is no longer confidentialor proprietary.
  • In addition, I hereby agree:
    • All Proprietary Information shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents, copyrights and other rights in connection therewith. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information. At all times, both during my services as a consultant with the Company and after its termination, I will keep in confidence and trust all Proprietary Information, and I will not use or disclose any Proprietary Information or anything relating to it without the written consent of the Company, except as may be necessary in the ordinary course of performing my duties to the Company.
    • All documents or other media, records, apparatus, equipment and other physical property whether or not pertaining to Proprietary Information, furnished to me by the Company or produced by me or others in connection with my consulting relationship shall be and remain the sole property of the Company. I shall return and deliver all such property of the Company immediately as and when requested by the Company. I shall return and deliver all such property (including any copies thereof) upon request and, even without any request, upon termination of my consulting.
    • During the term of my consulting relationship (“Term”), I will not engage in any business activity that is competitive with the subject matter of my consulting to the Company. During the Term and for six (6) months after its end, I will not solicit any employee of the Company to leave the Company or any Client for any reason or to devote less than all of any such employee’s efforts to the affairs of the Company or Client.
    • A “Deliverable” is any work or material (including software, reports, test cases, flowcharts, or other items) delivered to Client pursuant to an SOW. I understand and agree that all work performed under any SOW (“Deliverables”) is either the property of Company or its Clients. Furthermore, I will promptly disclose to the Company all improvements, inventions, works of authorship, trade secrets, computer programs, designs, formulas, mask works, ideas, processes, techniques, know-how and data, whether or not patentable (“Inventions”), that relate to the subject matter of my consulting and that are conceived, developed or learned by me, either alone or jointly with others, during the Term. Any Inventions that I conceive, develop or learn (in whole or in part, either alone or jointly with others) in connection with performance of my consulting for the Company and its Client or that use the Company’s Proprietary Information, or Client Proprietary Information, shall be the sole property of the Company and its assigns (and to the extent permitted by law shall be works made for hire). The Company and or its Client and their respective assigns shall be the sole owner of all trade secret rights, patents, copyrights and other rights anywhere in the world in connection therewith, and I hereby assign to the Company any rights I may have or acquire in such Inventions.
    • With regard to Inventions described in (d) above, I will assist the Company or Client, or their respective assigns, in every proper way (but at the Company’s expense) to obtain and from time to time enforce patents, copyrights or other rights on the Inventions in any and all countries, and to that end I will execute all appropriate documents. This obligation shall continue beyond the termination of my consulting relationship, but the Company shall then compensate me at a reasonable rate for time spent. If the Company is unable for any reason whatsoever to secure my signature to any such document (including renewals, extensions, continuations, divisions or continuations in part), I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents, as my agents and attorneys-in-fact to act for and in my behalf and instead of me, but only for the purpose of executing and filing any such documents and doing all other lawfully permitted acts to accomplish the foregoing with the same legal force and effect as if done by me.
    • I represent that execution of this Agreement, my consulting relationship with the Company and my performance of my proposed duties to the Company in the development of its business will not violate any obligations I may have to any person or entity, including the obligation to keep confidential any proprietary information of that person or entity. I have not entered into any agreement in conflict with this one.
    • I hereby warrant that the Deliverables are your original work and such Deliverables will not infringe any third-party copyright or trade secret rights as of the respective dates of delivery to Client. Consistent with Section 6 above, I hereby indemnify both Company and Client for any third party claims that might arise with respect to any breach of this warranty.
  • This Agreement shall be effective as of the first day of my consulting relationship with the Company and shall benefit the Company, its successors and assigns.
  • This Agreement and/or any SOW may be terminated by either by the Company or myself at any time by giving two (2) business days’ written notice of termination. Such notice may be given at any time for any reason, with or without cause and payment shall only be made for work actually performed. To the extent payment was made on flat fee basis, I understand I will be paid only for pro rata portion calculated as the amount of such Deliverables completed. Termination of this Agreement or any SOW will not affect the obligations of either party arising out of events or circumstances occurring prior to such termination.
  • This Agreement shall not be assignable by either the Company or myself without the express written consent of the other party.
  • I agree that any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. I further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable.

2.Exhibit A

Internet Use, Electronic Communications, Passwords and BYOD Policies and Guidelines (Service Providers, Contractors and Consultants) [Updated September 2016]

Udacity, Inc. and its subsidiaries and wholly-owned affiliates (collectively, “Udacity” or “Company) have established the following guidelines for use of the company’s technology and communications networks and systems by its service providers, contractors, consultants and other partners (“Service Providers”), including Internet, e-mail and messaging, in an appropriate, ethical and professional manner.

All Company-supplied technology, including access to computer systems, equipment and company-related records and data, belongs Udacity, Inc. and not to the user. Service Providers understand that Company routinely monitors use patterns, and Service Providers should observe appropriate workplace discretion in their use and maintenance of company property and systems. Service Providers must understand that they have no right to privacy when using Company networks and systems. Service Providers should assume that any information, including email, instant and text messages sent or received, and any other information stored, processed or accessed on the Systems, is not private and is subject to review by Company at any time.

In general, use of the company’s technology systems and electronic communications should be services or task-related and not for personal convenience.

Service Providers may not use the Internet, e-mail or other electronic communications to transmit, retrieve or store any communications or other content of a defamatory, discriminatory, harassing or pornographic nature. No messages with derogatory or inflammatory remarks about an individual’s race, age, disability, religion, national origin, physical attributes or sexual preference may be transmitted. Harassment of any kind is prohibited. Disparaging, abusive, profane or offensive language; materials that might adversely or negatively reflect on Company or be contrary to its legitimate business interests; and any illegal activities—including piracy, cracking, extortion, blackmail, copyright infringement and unauthorized access to any computers on the Internet or e-mail—are strictly forbidden. All Service Providers shall be subject to immediate termination if such activities are discovered. Copyrighted materials belonging to entities other than Company may not be transmitted by Service Providers on the company’s network without permission of the copyright holder. Service Providers must respect all copyrights and may not copy, retrieve, modify or forward copyrighted materials, except with permission or as a single copy for reference only. Saving copyright-protected information to a network drive without permission is prohibited. Sharing the URL (uniform resource locator or “address”) of an Internet site with other interested persons for business reasons is permitted. The Company maintains policies around attribution of content of copyrighted materials that must be honored. Service Providers should confirm current proper usage policies with current employees of Company.

Service Providers may not use the system in a way that disrupts its use by others. This includes sending or receiving excessive numbers of large files, streaming data heavy media content and “spamming” (sending e-mail to thousands of users) unless specifically instructed to do so by an authorized employee on behalf of Company.

To prevent contamination of Company intellectual property, technology and communications equipment and systems by harmful computer viruses, downloaded files should be checked for possible infection through the IT department. Also, given that many browser add-on packages (called “plug-ins”) may not be compatible with other programs and may cause problems for the systems, downloading plug-ins is prohibited without prior permission from IT. IT will regularly publish and update a list of acceptable “plug-ins” for use with and in the Udacity networks. Any other downloads require IT permission.

Every Service Provider of Company is responsible for the content of all text, audio or image files that he or she places or sends over the company’s Internet, messaging and e-mail systems. Other than as specifically needed to perform your services, project or function for the Company, no e-mail or other electronic communications may be sent that hide the identity of the sender or represent the sender as someone else. Service Providers should not be sending emails out on behalf of Company without direct involvement of an Employee with an eye to Company’s corporate identity is attached to all outgoing e-mail communications, which should reflect corporate values and appropriate workplace language and conduct.

E-mail and other electronic communications transmitted by our equipment, systems and networks are not private or confidential, and they are the property of the company. Therefore, Company reserves the right to examine, monitor and regulate e-mail and other electronic communications, directories, files and all other content, including Internet use, transmitted by or stored in its technology systems, whether onsite or offsite.

Internal and external e-mail, voice mail, messaging platform messages and text messages directed to or from the Company are considered business records and may be subject to discovery in the event of litigation. Service Providers must be aware of this possibility when communicating electronically within and outside the Company.

Right to Monitor and Consequences for Misuse

Because all the computer systems and software, as well as e-mail, messaging and Internet connections, are the property of Company, all company policies apply to their use and are in effect at all times. Any employee who abuses the company-provided access to e-mail, messaging applications, the Internet, or other electronic communications or networks, including social media, may be denied future access, and, if appropriate, be subject to disciplinary action up to and including termination, within the limitations of any applicable federal, state or local laws.

Applying the Policy

A Service Provider’s ability and freedom to use the network and systems is limited as follows: Service Providers may not send, display or store any material in any electronic format, including but not limited to through e-mail that violates any policy of Udacity.

Service Providers are specifically prohibited from using the Udacity network and systems to:

  • Send, display or store any message (e-mail, instant or text, image, video, audio) or material in any electronic format that is offensive, obscene, derogatory or disparaging and that is based on an individual’s sex, race, color, religion, age, national origin, marital status, ancestry, sexual orientation, veteran status, disability, pregnancy or citizenship status.
  • Perform tasks that are deemed by management as contrary to the legitimate business use of Udacity’s assets.
  • Conduct non-Udacity commercial or personal business.
  • Commit an illegal act or one that is in violation of our policies.
  • Solicit funds for any purpose not authorized by Udacity.
  • Transmit any material on behalf of any third party without management authorization.
  • Disseminate, transmit or store any copyrighted material in violation of copyright laws. This includes, but is not limited to: articles, software, music (including personally purchased music such as MP3, Window Media Audio (“WMA”) or ripped music from CDs), and movies.
  • Disburse Udacity’s confidential or proprietary information to unauthorized persons.
  • Make unauthorized use of Udacity’s trademarks on communications as links or on websites.
  • Behave in any way deemed threatening, defamatory or intimidating to Udacity employees, other service providers, customers, users of our websites or students.
  • Gamble online, trade stocks or participate in on-line auctions (e.g., e-Bay auction bidding).

Service Providers must keep personal use of electronic communications tools, particularly Udacity’s e-mail and messaging systems and Internet connectivity, to a minimum and in strict compliance with the other terms of this Policy. Personal e-mails, approved messaging systems usage (i.e. Slack), texts should be brief and sent or received as seldom as possible while using the Udacity Network. Examples of violations of this requirement include, but are not limited to, the use of Udacity’s systems to spend excessive work time during work hours to: “surf the web” for non-business content, send personal e-mail or engage in personal mail chat, video watching and other non-work related tasks online.

Service Providers must not engage in practices that make information resources vulnerable. Prohibited practices include, but are not limited to, using Udacity’s systems to:

  • Access others’ proprietary information or student information or restricted websites unless you are directed to do so as part of your Services and are given a password by an authorized person.
  • Create unauthorized links to other sites.
  • Download intentionally any unauthorized software (e.g., password crackers, vulnerability scanners and unlicensed software such as Google Earth) from the Internet without the approval of the IT Manager.
  • Use unauthorized encryption solutions, Peripheral Devices or software.
  • Auto-forward work from Udacity e-mail systems to an e-mail account outside of Udacity, including an employee’s home e-mail address.
  • Forward confidential or sensitive data (including personally identifiable student information or information about the Company’s intellectual property, product plans, finances or business operations) to an unauthorized e-mail account outside of Udacity, including an employee’s home e-mail address.
  • Send or store non-Udacity audio or video files.
  • Use unauthorized security devices or software (memory sticks and USB drives where used for business purposes are permissible but all are reminded to exercise care in their security and use password and encryption technologies where appropriate).

Service Providers may not engage in intentional activity to bypass Udacity’s security systems. These activities include tunneling and using unauthorized remote access solutions such as GoToMyPC, BeAnywhere or LogMeIn (Email helpdesk@udacity.com for a current list of Udacity’s approved remote access solutions). “Tunneling” is the circumvention or attempted circumvention of any of Udacity’s firewalls or other security controls which limit the ability to access certain websites or features on certain websites.

Policy Adherence and Consequences

Service Providers are responsible for adherence to company policy. Violations of this policy by a Service Provider, including the first offense, are considered serious and may lead to disciplinary action, up to and including termination of services agreements. In situations where Service Providers violate this policy in connection with a third party, management reserves the right to take steps as warranted by the situation, including legal action.

Protecting Passwords

Service Providers at Udacity may need to access a variety of IT resources, including computers and other hardware devices, data storage systems, and other accounts in the course of performing services. Passwords are a key part of IT’s strategy to make sure only authorized people can access those resources and data.

All Service Providers who have access to any of those resources are responsible for choosing strong passwords and protecting their log-in information from unauthorized people. Service Providers are also responsible for ensuring that passwords are given to Udacity personnel upon conclusion of services period to Udacity.

The purpose of this policy is to make sure all Udacity Service Provider resources and data receive adequate password protection. The policy covers all Service Providers who are responsible for one or more account or have access to any resource that requires a password. All passwords should be reasonably complex and difficult for unauthorized people to guess and be changed frequently. Service Providers should choose passwords that are at least eight characters long and contain a combination of upper- and lower-case letters, numbers, and punctuation marks and other special characters. In addition to meeting those requirements, Service Providers should also use common sense when choosing passwords. They must avoid basic combinations that are easy to crack. For instance, choices like “password,” “password1” and “Pa$$w0rd” are equally bad from a security perspective.

Service Providers may never share their passwords with any outside parties, including those claiming to be representatives of a business partner with a legitimate need to access a system. Service Providers should take steps to avoid phishing scams and other attempts by hackers to steal passwords and other sensitive information. All Service Providers will receive training on how to recognize these attacks.

Service Providers may not use password managers or other tools to help store and remember passwords without the IT Manager’s permission.

Privacy Policy

1.Privacy Qualifications

Udacity shall assign to Client appropriate Assigned Resources who Udacity believes will have the technical skills and qualifications Client requests, but does not otherwise warrant, represent or otherwise provide any guaranty as to performance with respect to any work or services provided by the Assigned Resources. If Client finds any Assigned Employee’s qualifications or project performance lacking and lets Udacity know within two (2) business days, Udacity will not charge for such period of the assignment and upon request by Client will make all commercially reasonable efforts to replace the Assigned Resources immediately.

2.Privacy Confidential Information

Udacity may receive information that is proprietary to or confidential to Client or its affiliated companies. Udacity agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law. No knowledge, possession, or use of Client’s confidential information will be imputed to only share information internally within Udacity on a “need to know” basis and will not widely share the content of the Deliverables with any other department of Udacity other than those operating the Udacity Blitz Platform, or related to invoicing and payment procedures or legal review.

3.Privacy For Payments

Udacity uses Plaid for ACH payments if Client choose to pay with ACH. Their privacy policy is located here. By paying with ACH Client agrees and acknowledges that information will be treated in accordance with such policy.

Client Terms & Conditions

Client (as noted in the Statement of Work, as further defined herein) and Udacity, Inc., with its principal office located at 2454 Latham Street, Mountain View, CA 94040 (“Udacity”) hereby agree to the terms and conditions set forth herein pursuant to a specific project and or set of deliverables (“Project”) as described in any Statement of Work (“SOW”) that references these terms and conditions (together, the “Agreement”). By signing an SOW, Client agrees to be bound by all the terms and conditions of this Agreement.

1.Udacity’s Duties and Responsibilities.

Udacity will perform the following:

1.1

Recruit, screen and assign projects to contributor resources (“Contributors”) in its Udacity Blitz database of alumni of Udacity educational and training programs (the “Udacity Blitz Platform”) and other selected engineers to perform the type of work or tasks described on an SOW for each project, each of which shall be incorporated by reference herein.

1.2

Once assigned to Client Project, pay Contributors the fees agreed by and between Udacity and Client under any SOW pursuant to its terms as mutually agreed by the parties.

1.3

As part of the staffing of Contributors, provide a Udacity-trained account management resources (also referred to as the Technical Project Manager or “TPM”) to monitor and assess services provided by the Contributors in furtherance of the tasks and project referenced in the SOW.

1.4

Require all Contributors to sign a consulting services agreement that covers among other matters, acknowledges IT and Information Security Policies, Confidential and Proprietary Information and Non-disclosure Agreement and Assignment of IP Rights, all substantially in the form of Exhibit A.

1.5

Upon Client request and subject to the terms and conditions in this section, Udacity agrees to fix any “Bugs” encountered by Client. “Bug(s)” means a malfunction in the Client Deliverable which prevents the Client Deliverable from materially performing in accordance with the applicable then-current documentation for such Deliverable and “Bug Fix(es)” represents the correction of any such errors. Client must request the Bug Fixes in writing, and Udacity will determine whether it is a Bug Fix or a feature/scope change that requires a modification or addition to the project scope, timeline and cost. Udacity will support Bug Fixes for 30 days after the Client’s receipt of the Client Deliverable.

Udacity shall exercise commercially reasonable efforts, in accordance with this clause, to correct any Bug reported to Udacity by Client which prevents the current, unmodified release of a Client Deliverable from performing in accordance with the operating specifications described in applicable documentation. Upon request, Client may purchase coverage for Bug Fixes beyond the coverage listed above in connection.

2.Client Duties and Responsibilities.

Client will perform the following:

2.1

Supervise the Contributors performing Client’s Project.

2.2

Provide instruction, feedback of the Contributors performance to the TPM and supervise, control, and safeguard its premises, processes, or systems.

2.3

Provide feedback to the TPM and Udacity on any issues encountered with the Udacity Blitz Platform.

3.Payment Terms and Invoices; Taxes

3.1

Client will pay Udacity net 30 days of invoice for its performance at the rates or fees set forth in the SOW.

3.2

Udacity will invoice Client and to the extent any such invoices contain terms and conditions inconsistent with the terms of this Agreement, this Agreement shall control. Upon request, invoices will be supported by the pertinent time sheets or other agreed system for documenting the completion of the Project by the Contributors. If a portion of any invoice is disputed, Client will pay the undisputed portion and escalate any disputed portion to management of Udacity for resolution of any disputes.

3.3

Client understands and agrees that all of the Contributors are freelance consultants and/or independent contractors who provide project services to Udacity and its customers,and as a result, upon receipt of sufficient documentation, no withholding or other taxes shall be paid on behalf of the Contributors nor Client. Contributors are not employees of Udacity, have not undergone any employment screening or other background checks, and Udacity does not provide workers compensation or other insurances on behalf of the Contributors. Udacity hereby disclaims any and all responsibility for such matters and work authorizations, nor taxation, income or otherwise, other than to provide appropriate 1099-MISC for any payments made to the Contributors.

4.Qualifications

Udacity shall assign to Client appropriate Contributors who Udacity believes will have the technical skills and qualifications Client requests, but does not otherwise warrant, represent or otherwise provide any guaranty as to performance with respect to any work or services provided by the Contributors. If Client finds any Contributors’ qualifications or project performance lacking and lets Udacity know within 5 (five) business days, upon request to Udacity, Client will be refunded any payments for such period of the assignment and Udacity will make all commercially reasonable efforts to replace the Contributor(s) immediately.

5.Confidential Information

Udacity may receive information that is proprietary to or confidential to Client or its affiliated companies. Udacity agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law. No knowledge, possession, or use of Client’s confidential information will be imputed to Udacity as a result of Contributors’ access to such information. Individual Udacity employees shall also only share information internally within Udacity and will not widely share the content of the Deliverables with any other department of Udacity other than those operating the Udacity Blitz Platform, or related to invoicing and payment procedures or legal review. From time to time, Client acknowledges and agrees that Contributors may have access to online forums and communities of other developers (the “Developer Community”) in which an Assigned Resource may discuss with and disclose to the Developer Community information relating to Client specifications, Projects, and/or Client Deliverables solely within the Developer Community and solely for the purpose of providing the Services hereunder. For clarity, such information shall be deemed Client’s Confidential Information and is otherwise subject to the restrictions of Section 5.

6.Proprietary Information

Upon payment in full, Udacity assigns all right, title and interest in and to the Deliverables and all intellectual property rights therein and thereto to the Client (“Client Deliverables”). Notwithstanding the foregoing, “Client Deliverables” do not include any Shared Components (as defined below). If any Shared Components is necessary to use or otherwise exploit any Deliverables, Udacity grants to Client a non-exclusive, royalty-free, perpetual, irrevocable license to use, distribute, exploit and create derivative works with the Shared Components as part of t he Client Deliverables. “Shared Components” means source code that is is generally applicable to any design projects and may be shared and used by and within the Udacity Blitz Platform Community (as defined herein) by Client or other clients of Udacity Blitz and others utilizing the Udacity Blitz Platform Community. Udacity Blitz Platform Community means all clients of Udacity who utilize the project services of Udacity Blitz. Client’s ownership and rights shall not extend to any applicable invoice, specification and proposal relating to the Project provided by Udacity to Client nor to any other portions of the Udacity Blitz Platform Community, its interfaces and services.

7.Indemnification and Limitation of Liability

7.1

To the extent permitted by law, Udacity will defend, indemnify, and hold Client and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by Udacity’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in Section 1; or the gross negligence, or willful misconduct of Udacity or Udacity’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.

7.2

To the extent permitted by law, Client will defend, indemnify, and hold Udacity and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by Client’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in Section 2; or the gross negligence, or willful misconduct of Client or Client’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.

7.3

As a condition precedent to indemnification, the party seeking indemnification will inform the other party immediately if it receives notice of any claim, loss, liability, or demand for which it seeks indemnification from the other party; and the party seeking indemnification will cooperate in the investigation and defense of any such matter.

7.4

Neither party shall be liable for or be required to indemnify the other party for any incidental, consequential, exemplary, special, punitive, or lost profit damages that arise in connection with this Agreement, regardless of the form of action (whether in contract, tort, negligence, strict liability, or otherwise) and regardless of how characterized, even if such party has been advised of the possibility of such damages.

7.5

The provisions in Section 7 of this Agreement constitute the complete agreement between the parties with respect to indemnification and limitation of liability, and each party waives its right to assert any common-law indemnification or contribution claim against the other party.

7.6

Other than the indemnification obligations hereunder, the parties’ liability under this Agreement shall be capped at the higher of $10,000 or the total amounts paid or received by the parties under the Agreement (and any associated SOWs in the aggregate) in the course of a trailing 12 month period.

8.Insurance

Udacity agrees to maintain general liability insurance coverage for the services provided hereunder in an amount and pursuant to a policy approved by Client. Upon request, Udacity agrees to provide Client upon request with proof of such insurance coverage, and proof of compliance with all of the laws stated above.

9.Publicity

Udacity shall be permitted solely to identify Client as a customer of Udacity, on Udacity’s website and in promotional materials and presentations, and to use Client’s name and logo for that purpose.

10.Miscellaneous

10.1

The parties agree to cooperate fully and to provide assistance to the other party in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve Contributors.

10.2

The services that Udacity and the Contributors will render to Client under this Agreement will be as an independent contractor. Nothing contained in this Agreement will be construed to create the relationship of principal and agent, or employer and employee, between Udacity and Client.

10.3

Provisions of this Agreement, which by their terms extend beyond the termination or nonrenewal of this Agreement, will remain effective after termination or nonrenewal.

10.4

Each provision of this Agreement will be considered severable, such that if any one provision or clause conflicts with existing or future applicable law or may not be given full effect because of such law, no other provision that can operate without the conflicting provision or clause will be affected. No provision of this Agreement may be amended or waived unless agreed to in a writing signed by the parties. This Agreement and the exhibits attached to it contain the entire understanding between the parties and supersede all prior agreements and understandings relating to the subject matter of the Agreement.

10.5

The failure of a party to enforce the provisions of this Agreement will not be a waiver of any provision or the right of such party thereafter to enforce each and every provision of this Agreement.

10.6

The rights and obligations of agency under this Agreement are personal to Staffing Agency and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of Client. The provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective representatives, successors, and assigns.

10.7

Any notice or other communication will be deemed to be properly given only when sent via common carrier or a nationally recognized courier, addressed as shown on the first page of this Agreement.

10.8

Neither party will be responsible for failure or delay in performance of this Agreement if the failure or delay is due to labor disputes, strikes, fire, riot, war, terrorism, acts of God, or any other causes beyond the control of the nonperforming party.

10.9

If a dispute arises out of or relates to this contract, or the breach thereof, and if said dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to arbitration. Any dispute arising out of or relating to this contract, or the breach thereof, that cannot be resolved by mediation within 30 days shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator appointed by the AAA in San Francisco, California, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Parties share equally any cost imposed on both parties by the AAA.

10.10

The Client agrees and authorizes Plaid the right, power and authority to (acting on behalf of the Client) access and transmit the Client Data as reasonably necessary for Plaid to provide the Service to the Client.

10.11

This Agreement will be governed by and construed in accordance with the laws of the state of California, without reference to any conflicts of law principles thereof.

11.Term of Agreement

This Agreement will be for a term of 2 years from the first date on which both parties have executed it. The Agreement, and/or any SOW, may be terminated by either party upon 10 days written notice to the other party.

12.Counterparts

This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Once signed, both parties agree any reproduction of the Agreement made by reliable means (e.g., photocopy, scan, or facsimile) is considered an original.

The individuals signing below represent and warrant that each has the authority to bind its respective party, and when signed by both parties, this Agreement shall be a binding contract on its terms.

Site Terms

Udacity, Inc. (collectively, “we,” “us” or “Udacity”), in addition to its core online educational and employment services (among them the “Udacity Education Services” and “Udacity Employment Services”, and collectively with other services, “Services”), also provides you access to other Udacity-run services (“Site Services”), including but not limited to those found at www.blitz.com (“Site”) with which these terms and conditions shall apply (“Site Terms”). Subject to these Site Terms and any other guidelines, rules or licenses posted in connection with the Site Services you agree to be bound by these Site Terms in your access to this Site. To the extent you elect to become either our Contributor or Client of Udacity Blitz, your interaction with us will then be governed by either the Blitz Contributor-Consultant Agreement or the Blitz Client Services Agreement found at the links embedded here and we will provide the “Consulting Services” contracted and described therein and our Privacy Policy. The Udacity Education Services terms and conditions are found at Udacity.com/legal.com and differ from those found here.

1.Acceptance of Our Site Terms

By visiting the Site and/or accessing and using the Site Services, you agree to be bound by these Site Terms, whether you are: – a “Visitor,” meaning you simply browse the Site, including, without limitation, through a mobile or other wireless device, or otherwise use the Services without being registered, or – a Contributor or Client, as defined in the above-referenced agreements for which separate Terms and agreements are applicable. The term “User” for the Site refers to a Visitors, Contributor or Client.

You are authorized to use the Site Services only if you agree to abide by all applicable laws, rules and regulations and these Site Terms.

By using the services, or by indicating assent to this agreement. Without limiting the foregoing, if you are a visitor, by using the site services, in addition to all of the terms and conditions of this agreement (except for the section entitled “communications”), you are consenting to be bound by the terms set forth in the section entitled “user communications.” if you do not agree to all of the terms and conditions of this agreement, includin g the terms set forth in the section entitled “user communications,” do not access or use the service.

Without limitation to any of the foregoing, if you do not agree to any other provisions of these site terms or any section thereof, then you may not access or use the site services. Udacity’s acceptance is expressly conditioned upon your assent to all of the terms and conditions of these site terms.

We reserve the right to change or modify these Site Terms at our sole discretion at any time. We will notify you of any material changes to the terms and conditions of this Agreement or to any service or other feature of the Services and you agree that through further use of the Site you accept such changes in order to continue your use and access thereof. If you do not accept such changes your use and/or access to the Site Services will be terminated. Any change or modification to these Site Terms will be effective immediately upon posting by Udacity on the Site.

2.User Communications

If you are Visitor, we may contact you through any electronic means including our in-website, advertising and/or in-mobile app notification, linked messaging and chat services while you browse the Site or to respond to your email or other inquiries to the Site. You consent to receive these notifications and messages. We also provide information on Sites for you to contact us with questions or comments. If you use this information to contact us, you consent to receive any notifications, messages or other communications in response to any such contact.

If you register as a Visitor, you further expressly consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Notices”) that we provide in connection with your User Account and your use of those Services pursuant to the Agreements for such Services. Notices may include, without limitation, e-mail, in-app messages and in-website chat communications. In addition, Notices may include emails with promotional, marketing, and advertising information and recommendations that we believe may be of interest to you. Consistent with federal CAN-SPAM laws, if you do not wish to receive commercial emails, you may unsubscribe following the instructions on any email. We may still send you administrative and transactional Notices, however, such as, but not limited to, information about your User Account, information related to your method of payment, transaction receipts, career advice, information about your progress or other services that may be necessary to provide you with the Services for which you have agreed.

Additionally, you consent to receive notices to enforce these Site Terms, our policies, applicable law, or any other agreement we may have with you.

3.Privacy and Our Use of Third Party Services

Our Privacy Policy further explains how we treat information collected and received from you when you use our Site and Site Services or sign up for our Services. Our Privacy Policy is hereby incorporated into these Site Terms by reference. Please read this policy carefully for disclosures relating to the collection, use, and disclosure of your personal information. By accepting these Site Terms you are accepting our Privacy Policy.

Udacity uses third-party analytics and other services to help understand your usage of the Services. Such third parties may analyze your use of our website and/or product and tracks our relationship so that Udacity can improve our service to you. We may also use third party services as a medium for communications, either through email, or through messages within our product(s).

4.User Conduct Policy

To use our Site, you agree you: will not harass other Visitors, Contributors or Clients; will not misrepresent your credentials or experience; will behave with professionalism in all manner of communication with other Visitors, Contributors or Clients.

As a condition of accessing the Site Services, you agree not to (a) reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes any portion of the Site Services; (b) use Udacity’s or Udacity Blitz’ name, trademarks, service marks, or other materials in connection with, or to transmit, any unsolicited communications or emails; (c) use any high volume, automated, or electronic means to access the Site Services (including without limitation robots, spiders or scripts); (d) frame the Site Services, place pop-up windows over its pages, or otherwise affect the display of its pages; (e) falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to the use of a pseudonym or misrepresenting your affiliations with a person or entity, past or present; (f) force headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Site Services; or (g) interfere with or disrupt the Site Services or servers or networks connected to them, or disobey any requirements, procedures, policies or regulations of networks connected to the Site Services.

Where appropriate, you also agree to abide by the terms of Contributor-Consultant or Clients Terms of Services with respect to any obligations as defined therein.

5.Udacity’s Intellectual Property Rights

The Site Services are owned and operated by Udacity and its licensors. Udacity reserves the right at any time and from time to time to modify, discontinue, temporarily or permanently, the Services or any part or portion thereof, with or without notice to you. You agree that Udacity shall not be liable to you or to any third party for any modifications, suspensions or discontinuance of the Services, or any portion thereof. Nothing in these Site Terms shall be construed to obligate Udacity to maintain and support the Site Services or any part or portion thereof, during the term of these Site Terms. All content or other material available on the Site are the property of Udacity and/or its affiliates or licensors and are protected by copyright, patent and/or other proprietary intellectual property rights under United States and foreign law.

Udacity logos, trademarks and service marks which may appear on the Site (“Marks”), are the property of Udacity and are protected under United States and foreign laws. All other trademarks, service marks and logos used on the Site Services, with or without attribution, are the trademarks, service marks or logos of their respective owners. In addition, elements of the Site is protected by trade dress and other federal and state intellectual property laws and may not be copied, reproduced, downloaded or distributed in any way in whole or in part without the express written consent of Udacity.

Except as otherwise expressly permitted in these Site Terms, you may not copy, sell, resell, display, reproduce, publish, modify, create derivative works from, transfer, distribute or otherwise commercially exploit in any manner the Services or any Content. You may not reverse-engineer, decompile, disassemble or otherwise access the source code for any software that may be used to operate the Services. Udacity and/or its affiliates and licensors reserve all rights not expressly granted herein to the Services, Content, and Marks.

The Site may provide you with the ability to upload forum posts, chat with other Visitors, discussions, profile pages, and other content and media for social interaction, or certain information and materials (collectively, “User Content”). Udacity does not claim ownership of any User Content you may submit or make available for inclusion on the Site, but Visitor hereby license Udacity to use and display such Content. With respect to any User Content you submit to Udacity or that is otherwise made available to Udacity, you hereby grant Udacity an irrevocable, worldwide, perpetual, royalty-free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such User Content on Site or otherwise exploit the User Content, with the right to sublicense such rights (to multiple tiers), for any purpose (including for any commercial purpose). Udacity reserves the right to remove any User Content at any time and for any reason.

To the extent that you provide any User Content, you represent and warrant that (a) you have all necessary rights, licenses and/or clearances to provide such User Content and permit Udacity to use such User Content as provided above, (b) such User Content is accurate and reasonably complete, (c) as between you and Udacity, you shall be responsible for the payment of any third party fees related to the provision and use of such User Content, and (d) such User Content does not and will not infringe or misappropriate any third party rights or constitute a fraudulent statement or misrepresentation or unfair business practices.

With respect to any submissions of User Content, you agree to comply with all applicable local rules including but not limited to rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside and vice versa.

6.Use of Provided Communication Methods and Related Services

The Site Services may provide you with the ability to post messages to forums, enter chat rooms or send similar messages and communications to third party service providers or other Visitors, or ask you questions through surveys or other means. You agree to use communication methods available on the Site and to only to send communications and materials related to the subject matter for which Udacity provided the communication method, and you further agree that all such communications by you shall be subject to and governed by these Site Terms. You acknowledge and agree that such services (e.g., chat room services) may be monitored or recorded for quality control purposes and that the information or material provided as part of the services is considered “Content” under these Site Terms and is provided for educational purposes only.

7.Services Availability and Limitations

You acknowledge and agree that Udacity Blitz Site Services may not be available at all times, and that certain other limits may apply. Please refer to the FAQ for additional information. You also understand that Udacity, at its sole discretion, may limit, suspend, or terminate your use of all Udacity-provided services related to Udacity’s programs from time to time. You also understand that Udacity may modify or discontinue all services related to its programs at its sole discretion.

8.Disclaimer of Warranties

You expressly acknowledge and agree that your use of the Site Services and all Content and services available is at your sole risk and responsibility. The site services (including any content) are provided “as is” and “as available” without representations or warranties of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and noninfringement. You assume total responsibility and the entire risk for your use of the site.

Without limiting the foregoing, we do not warrant that (a) the site services will meet your requirements or expectations or achieve the intended purposes, (b) the site will not experience outages or otherwise be uninterrupted, timely, secure or error-free, (c) the information or content will be accurate, complete, current, error- free, completely secure or reliable, or (d) that defects in or on the site will be corrected.

9.Limitation of Liability

Under no circumstances shall udacity be liable to the user or any third party with respect to any subject matter of these site terms (including any breach of security or data loss) under any contract, negligence, strict liability or other theory for any indirect, incidental or consequential damages or lost profits, loss or inaccuracy of data or documents or cost of procurement of substitute goods, services or technology, even if advised of the possibility of such damages or whether any remedy set forth herein fails of its essential purpose or otherwise. Udacity’s total cumulative liability arising out of or related to these site terms will not exceed the greater of twenty u.S. Dollars ($20); the existence of multiple claims shall not expand or increase the foregoing limitation. The parties acknowledge that this clause reflects the agreed upon allocation of risk between the parties and that udacity would not enter into these site terms or make the online courses available to user without these limitations on liability. This limitation of liability will apply notwithstanding the failure of essential purpose of any limited remedy set forth herein.

10.Linking to Other Sites

The Site may contain links to pages on other websites (“Linked Sites”), and those Linked Sites may contain content or offer products and/or services for sale. Udacity does not author, edit, control, or monitor these Linked Sites. You acknowledge and agree that (a) we have no responsibility for the accuracy or availability of information provided by Linked Sites, and (b) we do not control or endorse the sponsors of such Linked Sites or the content, products, advertising, or other materials presented on such Linked Sites. We may remove any Linked Sites from Site at any time for any reason or for no reason.

Udacity will not be liable for any transactions conducted by you with third parties through the linked sites or for any liability arising from the representations or information provided on such linked sites.

We appreciate that Linked Sites may contain material in which the operator of the Linked Sites has intellectual property rights. We respect those rights and provide the links for information purposes only. The fact that we have linked to any Linked Site does not create or imply any relationship or partnership with the operator of such Linked Site.

11.Use of Intercom Services

We may use third-party analytics services to help understand your usage of our services. In particular, we provide a limited amount of your information (such as your email address and sign-up date) to Intercom, Inc. (“Intercom”) and utilize Intercom to collect data for analytics purposes when you visit our website or use our product. Intercom analyzes your use of our website and/or product and tracks our relationship so that we can improve our service to you. We may also use Intercom as a medium for communications, either through email, or through messages within our product(s). As part of our service agreements, Intercom also collects publicly available contact and social information related to you, such as your email address, gender, company, job title, photos, website URLs, social network handles and physical addresses, to enhance your user experience. For more information on the privacy practices of Intercom, please visit http://docs.intercom.io/privacy. Intercom’s services are governed by Intercom’s terms of use which can be found at http://docs.intercom.io/terms. If you would like to opt out of having this information collected by or submitted to Intercom, please contact us.

12.Indemnity

You agree to indemnify, defend and hold harmless Udacity, its subsidiaries and affiliates, and each of their officers, directors, agents, employees, and assignees from any and all claims, liabilities, expenses and damages, including reasonable attorneys’ fees and costs, made by any third party relating to or arising out of (a) your use or attempted use of the Sites or Site Services in violation of these Site Terms, (b) your use or attempted use of any code, program, data, information or any other Content in a manner inconsistent with these Site Terms, (c) your use or your violation of any law or rights of any third party, or (d) your information you post or otherwise make available on the Site or through the Site Services, including without limitation any claim of infringement of intellectual property or other proprietary rights.

13.Termination of Rights

You agree that Udacity, in its sole discretion, may deactivate your account or otherwise terminate your use of the Site for any reason or no reason, including, without limitation, if Udacity believes that you have (a) breached these Site Terms; (b) infringed the intellectual property rights of a third party; (c) posted, uploaded or transmitted infringing material to the Site; or (d) violated or acted inconsistently with the letter or spirit of these Site Terms or any applicable code of conduct. You agree that any deactivation or termination of your access may be effected without prior notice to you and that Udacity shall not be liable to you nor any third party for any termination of your account. You also acknowledge that Udacity may retain and store your information on Udacity’s systems notwithstanding any termination of your account for any and all archival and legal compliance purposes it deems necessary.

14.Dispute Procedure and Claims of Copyright Infringement

Udacity respects the rights and intellectual property of others, and we ask our users to do the same. If you believe that your product or other work has been misrepresented or used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Udacity’s Copyright Agent with the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the product, copyright or other intellectual property interest;

a description of the product, work or other intellectual property that you claim has been misrepresented or infringed;

a description of where the material that you claim is misrepresenting or infringing your product, work or other intellectual property is located on the Online Courses;

your address, telephone number, and email address;

a statement by you that you have a good faith belief that the disputed use is not authorized by the owner of the product, work, copyright or intellectual property, or its agent, or applicable law; and

a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the product, work, copyright or intellectual property owner or authorized to act on such owner’s behalf.

Udacity’s Copyright Agent for notices of disputes or claims of copyright or other intellectual property infringement can be reached as follows: Legal Department: Copyright Agent, Udacity, Inc. 2465 Latham Street, Mountain View, CA 94040 Phone: 650.938.9090 Email:support@udacity.com.

15.Miscellaneous Provisions

You affirm that you are either 18 years of age or older, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into these terms, conditions, obligations, affirmations, representations and warranties set forth in these Site Terms. In any case, you affirm that you are over the age of 13 as the Site Services are not intended for children under 13. If you under 13 years of age, do not use the Site Services.

Udacity may freely transfer or assign any portion of its rights or delegate its obligations under these Site Terms. You shall not transfer or assign, by operation of law or otherwise, any portion of your rights or delegate your obligations under these Site Terms without the prior written consent of Udacity.

These Site Terms shall be governed by, construed and enforced in accordance with the laws of the State of California, as it is applied to agreements entered into and to be performed entirely within California and without giving effect to any principles of conflict of laws. You agree that any legal lawsuit or other action brought by Udacity, you or any third party to enforce these Site Terms, shall be subject only to the jurisdiction of the courts located in Santa Clara County, California. Udacity makes no representations that the Site or Site Services operate (or are legally permitted to operate) in all geographic areas, or that the information, services or products offered through the Site are appropriate or available for use in other locations. Accessing the Site from territories where any Site Services, content or functionality of or portions thereof, including but not limited to functionality discussed in the Privacy Policy, is illegal is expressly prohibited. If you choose to access the Site you agree and acknowledge that you do so on your own initiative and at your own risk and that you are solely responsible for compliance with all applicable laws.

If any provision of these Site Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the other provisions herein, and shall not affect the validity and enforceability of any remaining provisions. Udacity shall have no liability under these Site Terms to the extent arising from any failure of Udacity to perform any of its obligations under these Site Terms due to any fire, flood, earthquakes, other acts of God, war, civil unrest, terrorism, Internet failures, governmental act or court order, national emergency, strikes or labor disputes or any other event not within Udacity’s reasonable control. Udacity shall not be responsible for damage or other problems caused by any unauthorized change to these Site Terms made by way of hacking or cracking this page.

Any delay or failure on the part of Udacity to enforce any rights under these Site Terms to which it may be entitled shall not, in any event, be construed as a waiver of the right and privilege to do so at any subsequent time.

These Site Terms constitute the entire agreement between you and Udacity relating to the matters set forth herein, and shall not be modified except in writing, as noticed to you or posted on the Sites by Udacity.

Any notice which may be required to be given to us under these Site Terms may be sent to us by writing or emailing to the following addresses: Udacity, Inc. 2465 Latham Street, Mountain View, CA 94040 Email: support@udacity.comThe section titles herein are displayed for convenience only and have no legal effect.

Contributor-Consultant Terms

The following contains all of the terms of my consulting arrangement (“Agreement”) with Udacity, Inc., a Delaware corporation (the “Company,” which term includes the Company’s subsidiaries), and you, a legal entity or person identified in the Statement of Work (“SOW”) for which work will be performed for customers who contract with Company for consulting services. These specific terms and conditions supersedes all other understandings, oral or written, between us. The amount of time I will spend as a consultant to the Company, the nature of the services provided (the “Services” as further defined in any SOW) and my compensation are set forth on an SOW. If any provision of this Agreement is inconsistent with the specific provisions of any SOW, the specific provisions of this Agreement shall control. This Agreement, together with any SOW, constitute one agreement and may not be treated as separate contracts. No SOW will be considered a valid agreement without incorporation of these terms and conditions.

1.Contributor-Consultant Agreement

  • I recognize that it is the express intention of the parties to this Agreement that I work as a consultant or independent contractor, and not as an employee, agent, joint venture or partner of the Company or its Clients. Nothing in this Agreement shall be interpreted or construed as creating or establishing an employment relationship, temporary or otherwise, between the Company, or its Clients and myself and I will not and do not claim any rights associated with employment with Company or Client. I understand that I will be paid solely as set forth in any executed SOW and I will receive no other benefits or payments of any kind in connection with the Services I provide hereunder. Bonus and incentive payments applicable to my work may be made available from time to time by Udacity and will be subject to separate terms and conditions relating to those programs.
  • I agree that I will take Client interview for any SOW and/or project offered to me from a Technical Project Manager and I will take at least one (1) interview for any direct hire position at Client if I am offered an opportunity to interview for any such role. I agree that I will participate in all interviews in good faith but that I am thereafter free to decline the SOW in my sole discretion. If for some reason, I do not wish to take any interview with a Client I will notify Company in writing stating reasons for such refusal.
  • I recognize that I will have no authority to act on or enter into any contract or understanding, incur any liability or make any representation on behalf of the Company or the Client with respect to the SOW without first obtaining specific written instructions from an officer of the Company or its Clients. I understand that I am free to contract directly with Client on independent terms and conditions for which I am responsible but I may not bind Company in any way under any separate terms.
  • I recognize that I am solely responsible for all taxes, withholdings and other similar statutory obligations, including, but not limited to, workers’ compensation insurance and right to work or immigration status wherever I may reside. I agree to fully defend, indemnify and hold the Company and its Clients, and their respective officers and assigns, harmless from any and all claims made by an entity on account of an alleged failure by me to satisfy any such tax, withholding or other legal obligation.
  • I will supply any tools and equipment necessary to perform the Services as well as be responsible for all ordinary course expenses incurred. I understand and agree that I will not be reimbursed for any expenses incurred as part of my performance of the Services, other than extraordinary expenses incurred with the approval of both Company and Client. I agree that I will comply with the Udacity Blitz IT and Security Policy attached hereto as Exhibit A and incorporated by reference.
  • I will indemnify and hold the Company and its Clients, and their respective officers and assigns, harmless from, and will defend the Company against, any and all loss, liability, damage, claims, demands or suits and related costs and expenses to persons or property that arise, directly or indirectly, from my acts or omissions, or from the breach of any term or condition of this Agreement attributable to me or my agents.
  • I recognize that the Company and its Clients are engaged in a continuous program of research, development, production, sales and distribution respecting its business. The Company and its Clients possess or have rights to information that has been created, discovered, developed or otherwise become known to the Company or Client (including information developed by, discovered by or created by me that arises out of my consulting relationship with the Company) that has commercial value in its business (“Proprietary Information”). For example, Proprietary Information includes, but is not limited to, software programs, other computer programs and copyrightable material, technical drawings, product ideas, trade secrets, concepts for resolving software development issues, data and know-how, inventions (whether patentable or not), improvements, marketing plans and customer lists.
  • I understand that my consulting relationship creates a relationship of confidence and trust between me and the Company and/or the Client with respect to any (i) Proprietary Information or (ii) confidential information applicable to the business of any customer of the Company or other entity with which the Company does business and that I learn in connection with my consulting relationship. At all times, both during my consulting relationship with the Company and/or the Client and after its termination, I will keep in confidence and trust all such information, and I will not use or disclose any such information without the written consent of the Company or Client, except as may be necessary in the ordinary course of performing my duties to the Company or Client. This obligation shall end whenever such information enters the public domain and is no longer confidentialor proprietary.
  • In addition, I hereby agree:
    • All Proprietary Information shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents, copyrights and other rights in connection therewith. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information. At all times, both during my services as a consultant with the Company and after its termination, I will keep in confidence and trust all Proprietary Information, and I will not use or disclose any Proprietary Information or anything relating to it without the written consent of the Company, except as may be necessary in the ordinary course of performing my duties to the Company.
    • All documents or other media, records, apparatus, equipment and other physical property whether or not pertaining to Proprietary Information, furnished to me by the Company or produced by me or others in connection with my consulting relationship shall be and remain the sole property of the Company. I shall return and deliver all such property of the Company immediately as and when requested by the Company. I shall return and deliver all such property (including any copies thereof) upon request and, even without any request, upon termination of my consulting.
    • During the term of my consulting relationship (“Term”), I will not engage in any business activity that is competitive with the subject matter of my consulting to the Company. During the Term and for six (6) months after its end, I will not solicit any employee of the Company to leave the Company or any Client for any reason or to devote less than all of any such employee’s efforts to the affairs of the Company or Client.
    • A “Deliverable” is any work or material (including software, reports, test cases, flowcharts, or other items) delivered to Client pursuant to an SOW. I understand and agree that all work performed under any SOW (“Deliverables”) is either the property of Company or its Clients. Furthermore, I will promptly disclose to the Company all improvements, inventions, works of authorship, trade secrets, computer programs, designs, formulas, mask works, ideas, processes, techniques, know-how and data, whether or not patentable (“Inventions”), that relate to the subject matter of my consulting and that are conceived, developed or learned by me, either alone or jointly with others, during the Term. Any Inventions that I conceive, develop or learn (in whole or in part, either alone or jointly with others) in connection with performance of my consulting for the Company and its Client or that use the Company’s Proprietary Information, or Client Proprietary Information, shall be the sole property of the Company and its assigns (and to the extent permitted by law shall be works made for hire). The Company and or its Client and their respective assigns shall be the sole owner of all trade secret rights, patents, copyrights and other rights anywhere in the world in connection therewith, and I hereby assign to the Company any rights I may have or acquire in such Inventions.
    • With regard to Inventions described in (d) above, I will assist the Company or Client, or their respective assigns, in every proper way (but at the Company’s expense) to obtain and from time to time enforce patents, copyrights or other rights on the Inventions in any and all countries, and to that end I will execute all appropriate documents. This obligation shall continue beyond the termination of my consulting relationship, but the Company shall then compensate me at a reasonable rate for time spent. If the Company is unable for any reason whatsoever to secure my signature to any such document (including renewals, extensions, continuations, divisions or continuations in part), I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents, as my agents and attorneys-in-fact to act for and in my behalf and instead of me, but only for the purpose of executing and filing any such documents and doing all other lawfully permitted acts to accomplish the foregoing with the same legal force and effect as if done by me.
    • I represent that execution of this Agreement, my consulting relationship with the Company and my performance of my proposed duties to the Company in the development of its business will not violate any obligations I may have to any person or entity, including the obligation to keep confidential any proprietary information of that person or entity. I have not entered into any agreement in conflict with this one.
    • I hereby warrant that the Deliverables are your original work and such Deliverables will not infringe any third-party copyright or trade secret rights as of the respective dates of delivery to Client. Consistent with Section 6 above, I hereby indemnify both Company and Client for any third party claims that might arise with respect to any breach of this warranty.
  • This Agreement shall be effective as of the first day of my consulting relationship with the Company and shall benefit the Company, its successors and assigns.
  • This Agreement and/or any SOW may be terminated by either by the Company or myself at any time by giving two (2) business days’ written notice of termination. Such notice may be given at any time for any reason, with or without cause and payment shall only be made for work actually performed. To the extent payment was made on flat fee basis, I understand I will be paid only for pro rata portion calculated as the amount of such Deliverables completed. Termination of this Agreement or any SOW will not affect the obligations of either party arising out of events or circumstances occurring prior to such termination.
  • This Agreement shall not be assignable by either the Company or myself without the express written consent of the other party.
  • I agree that any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. I further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable.

2.Exhibit A

Internet Use, Electronic Communications, Passwords and BYOD Policies and Guidelines (Service Providers, Contractors and Consultants) [Updated September 2016]

Udacity, Inc. and its subsidiaries and wholly-owned affiliates (collectively, “Udacity” or “Company) have established the following guidelines for use of the company’s technology and communications networks and systems by its service providers, contractors, consultants and other partners (“Service Providers”), including Internet, e-mail and messaging, in an appropriate, ethical and professional manner.

All Company-supplied technology, including access to computer systems, equipment and company-related records and data, belongs Udacity, Inc. and not to the user. Service Providers understand that Company routinely monitors use patterns, and Service Providers should observe appropriate workplace discretion in their use and maintenance of company property and systems. Service Providers must understand that they have no right to privacy when using Company networks and systems. Service Providers should assume that any information, including email, instant and text messages sent or received, and any other information stored, processed or accessed on the Systems, is not private and is subject to review by Company at any time.

In general, use of the company’s technology systems and electronic communications should be services or task-related and not for personal convenience.

Service Providers may not use the Internet, e-mail or other electronic communications to transmit, retrieve or store any communications or other content of a defamatory, discriminatory, harassing or pornographic nature. No messages with derogatory or inflammatory remarks about an individual’s race, age, disability, religion, national origin, physical attributes or sexual preference may be transmitted. Harassment of any kind is prohibited. Disparaging, abusive, profane or offensive language; materials that might adversely or negatively reflect on Company or be contrary to its legitimate business interests; and any illegal activities—including piracy, cracking, extortion, blackmail, copyright infringement and unauthorized access to any computers on the Internet or e-mail—are strictly forbidden. All Service Providers shall be subject to immediate termination if such activities are discovered. Copyrighted materials belonging to entities other than Company may not be transmitted by Service Providers on the company’s network without permission of the copyright holder. Service Providers must respect all copyrights and may not copy, retrieve, modify or forward copyrighted materials, except with permission or as a single copy for reference only. Saving copyright-protected information to a network drive without permission is prohibited. Sharing the URL (uniform resource locator or “address”) of an Internet site with other interested persons for business reasons is permitted. The Company maintains policies around attribution of content of copyrighted materials that must be honored. Service Providers should confirm current proper usage policies with current employees of Company.

Service Providers may not use the system in a way that disrupts its use by others. This includes sending or receiving excessive numbers of large files, streaming data heavy media content and “spamming” (sending e-mail to thousands of users) unless specifically instructed to do so by an authorized employee on behalf of Company.

To prevent contamination of Company intellectual property, technology and communications equipment and systems by harmful computer viruses, downloaded files should be checked for possible infection through the IT department. Also, given that many browser add-on packages (called “plug-ins”) may not be compatible with other programs and may cause problems for the systems, downloading plug-ins is prohibited without prior permission from IT. IT will regularly publish and update a list of acceptable “plug-ins” for use with and in the Udacity networks. Any other downloads require IT permission.

Every Service Provider of Company is responsible for the content of all text, audio or image files that he or she places or sends over the company’s Internet, messaging and e-mail systems. Other than as specifically needed to perform your services, project or function for the Company, no e-mail or other electronic communications may be sent that hide the identity of the sender or represent the sender as someone else. Service Providers should not be sending emails out on behalf of Company without direct involvement of an Employee with an eye to Company’s corporate identity is attached to all outgoing e-mail communications, which should reflect corporate values and appropriate workplace language and conduct.

E-mail and other electronic communications transmitted by our equipment, systems and networks are not private or confidential, and they are the property of the company. Therefore, Company reserves the right to examine, monitor and regulate e-mail and other electronic communications, directories, files and all other content, including Internet use, transmitted by or stored in its technology systems, whether onsite or offsite.

Internal and external e-mail, voice mail, messaging platform messages and text messages directed to or from the Company are considered business records and may be subject to discovery in the event of litigation. Service Providers must be aware of this possibility when communicating electronically within and outside the Company.

Right to Monitor and Consequences for Misuse

Because all the computer systems and software, as well as e-mail, messaging and Internet connections, are the property of Company, all company policies apply to their use and are in effect at all times. Any employee who abuses the company-provided access to e-mail, messaging applications, the Internet, or other electronic communications or networks, including social media, may be denied future access, and, if appropriate, be subject to disciplinary action up to and including termination, within the limitations of any applicable federal, state or local laws.

Applying the Policy

A Service Provider’s ability and freedom to use the network and systems is limited as follows: Service Providers may not send, display or store any material in any electronic format, including but not limited to through e-mail that violates any policy of Udacity.

Service Providers are specifically prohibited from using the Udacity network and systems to:

  • Send, display or store any message (e-mail, instant or text, image, video, audio) or material in any electronic format that is offensive, obscene, derogatory or disparaging and that is based on an individual’s sex, race, color, religion, age, national origin, marital status, ancestry, sexual orientation, veteran status, disability, pregnancy or citizenship status.
  • Perform tasks that are deemed by management as contrary to the legitimate business use of Udacity’s assets.
  • Conduct non-Udacity commercial or personal business.
  • Commit an illegal act or one that is in violation of our policies.
  • Solicit funds for any purpose not authorized by Udacity.
  • Transmit any material on behalf of any third party without management authorization.
  • Disseminate, transmit or store any copyrighted material in violation of copyright laws. This includes, but is not limited to: articles, software, music (including personally purchased music such as MP3, Window Media Audio (“WMA”) or ripped music from CDs), and movies.
  • Disburse Udacity’s confidential or proprietary information to unauthorized persons.
  • Make unauthorized use of Udacity’s trademarks on communications as links or on websites.
  • Behave in any way deemed threatening, defamatory or intimidating to Udacity employees, other service providers, customers, users of our websites or students.
  • Gamble online, trade stocks or participate in on-line auctions (e.g., e-Bay auction bidding).

Service Providers must keep personal use of electronic communications tools, particularly Udacity’s e-mail and messaging systems and Internet connectivity, to a minimum and in strict compliance with the other terms of this Policy. Personal e-mails, approved messaging systems usage (i.e. Slack), texts should be brief and sent or received as seldom as possible while using the Udacity Network. Examples of violations of this requirement include, but are not limited to, the use of Udacity’s systems to spend excessive work time during work hours to: “surf the web” for non-business content, send personal e-mail or engage in personal mail chat, video watching and other non-work related tasks online.

Service Providers must not engage in practices that make information resources vulnerable. Prohibited practices include, but are not limited to, using Udacity’s systems to:

  • Access others’ proprietary information or student information or restricted websites unless you are directed to do so as part of your Services and are given a password by an authorized person.
  • Create unauthorized links to other sites.
  • Download intentionally any unauthorized software (e.g., password crackers, vulnerability scanners and unlicensed software such as Google Earth) from the Internet without the approval of the IT Manager.
  • Use unauthorized encryption solutions, Peripheral Devices or software.
  • Auto-forward work from Udacity e-mail systems to an e-mail account outside of Udacity, including an employee’s home e-mail address.
  • Forward confidential or sensitive data (including personally identifiable student information or information about the Company’s intellectual property, product plans, finances or business operations) to an unauthorized e-mail account outside of Udacity, including an employee’s home e-mail address.
  • Send or store non-Udacity audio or video files.
  • Use unauthorized security devices or software (memory sticks and USB drives where used for business purposes are permissible but all are reminded to exercise care in their security and use password and encryption technologies where appropriate).

Service Providers may not engage in intentional activity to bypass Udacity’s security systems. These activities include tunneling and using unauthorized remote access solutions such as GoToMyPC, BeAnywhere or LogMeIn (Email helpdesk@udacity.com for a current list of Udacity’s approved remote access solutions). “Tunneling” is the circumvention or attempted circumvention of any of Udacity’s firewalls or other security controls which limit the ability to access certain websites or features on certain websites.

Policy Adherence and Consequences

Service Providers are responsible for adherence to company policy. Violations of this policy by a Service Provider, including the first offense, are considered serious and may lead to disciplinary action, up to and including termination of services agreements. In situations where Service Providers violate this policy in connection with a third party, management reserves the right to take steps as warranted by the situation, including legal action.

Protecting Passwords

Service Providers at Udacity may need to access a variety of IT resources, including computers and other hardware devices, data storage systems, and other accounts in the course of performing services. Passwords are a key part of IT’s strategy to make sure only authorized people can access those resources and data.

All Service Providers who have access to any of those resources are responsible for choosing strong passwords and protecting their log-in information from unauthorized people. Service Providers are also responsible for ensuring that passwords are given to Udacity personnel upon conclusion of services period to Udacity.

The purpose of this policy is to make sure all Udacity Service Provider resources and data receive adequate password protection. The policy covers all Service Providers who are responsible for one or more account or have access to any resource that requires a password. All passwords should be reasonably complex and difficult for unauthorized people to guess and be changed frequently. Service Providers should choose passwords that are at least eight characters long and contain a combination of upper- and lower-case letters, numbers, and punctuation marks and other special characters. In addition to meeting those requirements, Service Providers should also use common sense when choosing passwords. They must avoid basic combinations that are easy to crack. For instance, choices like “password,” “password1” and “Pa$$w0rd” are equally bad from a security perspective.

Service Providers may never share their passwords with any outside parties, including those claiming to be representatives of a business partner with a legitimate need to access a system. Service Providers should take steps to avoid phishing scams and other attempts by hackers to steal passwords and other sensitive information. All Service Providers will receive training on how to recognize these attacks.

Service Providers may not use password managers or other tools to help store and remember passwords without the IT Manager’s permission.

Privacy Policy

1.Privacy Qualifications

Udacity shall assign to Client appropriate Assigned Resources who Udacity believes will have the technical skills and qualifications Client requests, but does not otherwise warrant, represent or otherwise provide any guaranty as to performance with respect to any work or services provided by the Assigned Resources. If Client finds any Assigned Employee’s qualifications or project performance lacking and lets Udacity know within two (2) business days, Udacity will not charge for such period of the assignment and upon request by Client will make all commercially reasonable efforts to replace the Assigned Resources immediately.

2.Privacy Confidential Information

Udacity may receive information that is proprietary to or confidential to Client or its affiliated companies. Udacity agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law. No knowledge, possession, or use of Client’s confidential information will be imputed to only share information internally within Udacity on a “need to know” basis and will not widely share the content of the Deliverables with any other department of Udacity other than those operating the Udacity Blitz Platform, or related to invoicing and payment procedures or legal review.

3.Privacy For Payments

Udacity uses Plaid for ACH payments if Client choose to pay with ACH. Their privacy policy is located here. By paying with ACH Client agrees and acknowledges that information will be treated in accordance with such policy.

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