Terms and Conditions of Content Development Agreement
Last Updated: September 14, 2023
“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with Udacity. As used herein, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity.
“Content” or “Deliverables” means any content described further in the attached SOW(s), including but not limited to a course or part thereof, and/or lesson outlines, syllabi, lesson plans, story boards, coursework, projects and project proposals, modules, courses, audio or visual material (including but not limited to, any slides, diagrams, content, print, images, photos, or digital media), reports, code (including but not limited to starter code), scripts or software (whether in object or source code form), documentation or other material or deliverables of any type provided by Content Creator to Udacity in connection with the Services.
“Intellectual Property Rights” means any and all intellectual property rights of any kind, including patents and copyrights and all rights in any trade secrets, service marks, trademarks, know-how, trade dress, moral rights, rights of privacy, publicity and similar rights of any type, and any registrations with respect to any of the foregoing, under the laws or regulations of any governmental, regulatory, or judicial authority.
“Open Source Materials” means any open source, community or other free code, libraries or other works of any type, including, without limitation, any works that are made generally available on the Internet without charge (such as, for example purposes only, any code licensed under any version of the Creative Commons, MIT, BSD, Apache, Mozilla or GPL or LGPL licenses).
“Pre-Existing Intellectual Property” means any content, documentation, code, libraries, programs, software, or other materials of any type, as well as any related know-how, techniques, inventions, ideas, concepts, discoveries, improvements, specifications, designs, methods, devices, systems, flow charts, diagrams or other materials or innovations of any kind, that were developed by Content Creator prior to rendering any Services under these Terms and Conditions,
“Third-Party Materials” means any content, documentation, code, libraries, programs, software, or other materials of any type that are not the sole property of Content Creator.
2.1 Provision of Services. Content Creator will provide the services (“Services”) to Udacity described on one or more statements of work (“SOW” or “Statement of Work”) signed by Content Creator and Udacity that reference these Terms and Conditions. Each Statement of Work will become part of these Terms and Conditions upon execution by both parties.
2.2 General Description of Services. Content Creator agrees to perform the Services in a timely, professional and workmanlike manner and with a degree of quality equal to or higher than applicable industry standards for similar services and will conform in all material respects with the requirements in the applicable SOW.
2.3 Content Final Edits. Content Creator acknowledges that Udacity has full final control over the Deliverables and Udacity may decide in its sole discretion whether to include all or any portion of the Deliverables in Udacity’s library on the Udacity Platform. Furthermore, Udacity may modify or update the Content at any time in its sole discretion.
2.4 Video or Images Creation. If included as part of the Services in the SOW, Content Creator agrees to make herself or himself reasonably available for video recording or other audio/visual participation as designated in the applicable SOW, together with the use of her or his name, voice, image, photograph or other likeness (“Likeness”), and acknowledges that such participation may be critical to the successful performance of the Services. Content Creator will sign a release on Udacity’s standard form of video release to effectuate Udacity’s right to use video and Likeness together with any waiver of rights as specified in this Section and will provide Udacity with copies of any applicable releases.
2.5 Deliverable & Acceptance.
(a) The milestones, delivery schedules and specifications for Deliverables will be set forth in each SOW, in addition to any other acceptance criteria included therein. In the absence of defined acceptance and review time schedules in a SOW, Udacity will have a reasonable period to review each Deliverable for conformance to Udacity’s applicable technical and content specifications and guidelines, the SOW and these Terms and Conditions (collectively, the “Specifications”). If Udacity determines that a Deliverable is not in material conformance with the Specifications or breaches the obligations in Section 8 (Representations and Warranties), it will so notify Content Creator and specify the non-conformance in reasonable detail (“Review Notice”). Udacity’s acceptance of Deliverables will be signified only by Udacity’s written confirmation (email ok) that it has accepted the applicable Deliverable (“Acceptance”). Upon acceptance of all Deliverables for the Content Udacity will confirm final acceptance (“Final Acceptance”). Notwithstanding the foregoing, Udacity reserves the right to withdraw Final Acceptance and withhold payment if non-conformance to the Deliverables is discovered within a reasonable time after launch of the Content on the Udacity Platform.
(b) If a Review Notice is sent, Content Creator will use its best efforts to remedy the identified non-conformance and resubmit the Deliverable for subsequent review as soon as practicably possible. If Udacity determines that the resubmitted Deliverable still does not conform to the Specifications or is found to breach the obligations in Section 8 (Representations and Warranties), Udacity may, at its exclusive option, (i) extend the period for Content Creator to remedy the defects and provide for retest; (ii) accept the Deliverable and negotiate for lesser compensation; or (iii) hire an additional Content Creator to help enhance the non-conforming Deliverable(s) and proportionately reduce Content Creator’s compensation or (iv ) terminate the SOW. If Udacity elects to terminate the SOW, Content Creator will refund to Udacity all fees paid by Udacity for the applicable rejected Deliverable and any other Services or Deliverables related thereto.
(c) Acceptance by Udacity does not affect any warranty obligation of Content Creator under these Terms and Conditions. No invoice may be issued for any Deliverable (or corresponding Services) nor shall any payment be made, as the case may be, until the Deliverable has been Accepted by Udacity in accordance with this provision. Further, if, after acceptance, Udacity reasonably believes that there has been an unauthorized use of third-party content as described in Section 8.2(b), the Deliverable will be considered non-conforming, and the Content Creator will be responsible for remedying the non-conformance as soon as practicably possible at no charge to Udacity. If, due to the non-conformance, Udacity is required to reproduce or restructure the Deliverables, Udacity reserves the right to offset and deduct associated costs from any amounts due to Content Creator. For the purpose of clarity, non-conformance may include a determination by Udacity that said Deliverable does not meet Udacity’s level of quality for any of its online educational programs.
2.6 Competitive Restrictions. During the term of the applicable SOW, Content Creator will comply with any exclusivity or similar competitive restrictions set forth in the SOW.
Content Creator will not subcontract any element of the Services or development of the Deliverables without prior express written approval from Udacity. If approval is granted, Content Creator represents and warrants that they shall have rights in that content created by any Subcontractor which are no less than the ones Content Creator is granting to Udacity under these Terms and Conditions in the subject Deliverables.
Udacity will have the right to modify, reject, cancel or terminate any SOW and any related plans, schedules or work in process with one (1) day’s written notice to Content Creator, provided that Content Creator shall be entitled to compensation for any performed Services and accepted Deliverables as of the effective date of such termination.
5. Udacity Obligations.
5.1 Attribution. Except as expressly set forth in Section 10.3 (Effect of Termination), and unless otherwise provided in the applicable SOW, Udacity will provide attribution to Content Creator and/or its SMEs as specified in the applicable SOW in connection with the applicable Content.
6.1 Ownership of Content. Udacity owns all right, title and interest in the Content and all related Intellectual Property Rights.
6.2 Ownership of Deliverables; Assignment of Rights. Content Creator agrees that all submitted and in-progress Deliverables will be the sole and exclusive property of Udacity. Content Creator will and hereby does irrevocably assign to Udacity all right, title and interest in and to the Deliverables and all related Intellectual Property Rights. As an exception to this paragraph, however, Content Creator or its licensors retain ownership of any Pre-Existing Intellectual Property and Third-Party Materials.
6.3 Waiver of Rights; Releases. If Content Creator has any rights in a Deliverable that cannot be assigned to Udacity (such as moral rights to be named as author, the right to modify, and the right to prevent commercial exploitation), Content Creator unconditionally and irrevocably waives the enforcement of such rights, including any rights of privacy or publicity (including without limitation under California Civil Code Section 3344 and any similar state, federal or common law) or the right to use any Likeness and waives any and all claims and causes of action of any kind against Udacity, its Affiliates, and its licensees intended herein with respect to such rights.
6.4 Further Assurances. At Udacity’s request and expense, during and after the term of these Terms and Conditions, Content Creator will cooperate with Udacity and will execute documents and, subject to the reasonable availability of Content Creator, take such further acts reasonably requested by Udacity to enable Udacity to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Deliverables.
7. Third Party Materials and Pre-Existing Intellectual Property.
7.1 Requirement to Obtain Consent. Content Creator will not incorporate into, embody in or provide with any Deliverable any Third-Party Materials or Pre-Existing Intellectual Property, unless Content Creator (i) has identified such Third-Party Materials or Pre-Existing Intellectual Property in the applicable SOW or otherwise obtained Udacity’s prior written consent and (ii) has obtained any third-party rights necessary to provide the license to Udacity as set forth in Section 7.3 below. For clarity, this section also applies to the use of any output of any generative A.I. tools.
7.2 Special Provision regarding Open Source Materials. Content Creator will not incorporate into, or use, any Open Source Materials, which shall specifically include any development by any A.I. tools, in connection with any Deliverable, unless he or she has identified the Open Source Materials in the applicable SOW and has obtained Udacity’s prior written approval. If Udacity approves use of particular items of such Open Source Materials, Content Creator will include with such Deliverable a document identifying each such item of Open Source Materials and including the full text of the related license(s). Udacity acknowledges that its license to any such Open Source Materials will be the Open Source Materials license applicable to such materials provided by Content Creator. Notwithstanding anything to the contrary in these Terms and Conditions, Content Creator may not incorporate into any Deliverable any Open Source Materials that are subject to a Copyleft License. “Copyleft License” means any Open Source Materials license that seeks to require any party that uses, modifies or distributes the licensed code to make such code (or modification or derivative work thereof) or any other code that may be combined with or linked to such code available in source code form or that may impose any other obligation or restriction with respect to such party’s patent or other Intellectual Property Rights (such as any version of the GPL or LGPL, Affero, CPL, CDDL, Eclipse or Mozilla licenses).
7.3 License from Content Creator. Content Creator hereby grants Udacity a non-exclusive, royalty-free, irrevocable, worldwide, perpetual right and license (with right to sublicense through multiple tiers) to make, have made, sell, use, import, export, execute, reproduce, distribute, modify, adapt, publicly display, publicly perform, make derivative works of, and disclose any Third Party Materials or Pre-Existing Intellectual Property incorporated into, embodied in or provided with any Deliverable in connection with Udacity’s use or exploitation of such Deliverable and the Services and as otherwise necessary to enable Udacity to exercise all of the rights assigned to Udacity under these Terms and Conditions.
8. Representations and Warranties.
8.1. Both Parties Representations and Warranties. Each Party represents and warrants to the other: (a) Due Authority. It/he or she has full right and power to enter into and perform these Terms and Conditions without the consent of any third party, and its performance under these Terms and Conditions will not conflict with any other obligation they may have to any other party. (b) No Litigation. There are no pending Actions pertaining to their performance of their obligations, Services or Deliverables. Each Party will notify the other immediately if it becomes aware of any actual or Actions that could affect either party’s ability to fully perform its duties or to exercise its rights under these Terms and Conditions. (c) Compliance with Laws. It, he or she will ensure that performance of their obligations, Services or Deliverables is in compliance with all applicable laws, orders and regulations.
8.2. Content Creator’s Representations and Warranties. Content Creator represents and warrants to Udacity: (a) No Harmful Materials. The Services and all Deliverables will be free of any: (i) indecent, pornographic or defamatory materials; (ii) viruses, worms, time bombs, Trojan horses or other harmful, malicious or destructive code; (iii) software disabling devices, time-out devices, counter devices and devices intended to collect data regarding usage of the Services and Deliverables without the knowledge of Udacity and (iv) Open Source Materials (except as authorized by Udacity in writing in accordance with Section 7). (b) Intellectual Property Rights. Each Deliverable is and will be an original work of Content Creator, except for any Third Party Materials or Pre-Existing Intellectual Property incorporated therein as approved hereunder. Neither the Services nor Deliverables nor any element thereof will (i) be plagiarized or infringe the Intellectual Property Rights of any third party or incorporate any third party’s confidential information, (ii) be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments or (iii) except as expressly otherwise set forth in these Terms and Conditions, require Udacity to make any attributions, obtain any consents, clearances or waivers or pay any royalties or fees to third parties. Content Creator has and will have all necessary rights to grant the licenses and make the assignments set forth in these Terms and Conditions (including having all necessary assignment agreements or other proprietary rights agreements in place).
8.3 Warranty Disclaimer. EXCEPT FOR CONTENT CREATOR’S WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
In exchange for Content Creator’s obligations under these Terms and Conditions, Udacity will pay Content Creator the fees set forth in the applicable SOW. Unless expressly otherwise set forth in the applicable SOW, all payments are due in U.S. Dollars within forty-five (45) days of Udacity’s receipt of an undisputed invoice or Udacity’s issuance of a fees report. Udacity will not be liable for any taxes that Content Creator fails to invoice. Udacity may withhold amounts disputed in good faith while the parties attempt to resolve the dispute, and this will not constitute a breach. Unless set forth in the applicable SOW, Content Creator will not be eligible for payment of fees through invoice or other payment method as the case may be until Udacity’s Acceptance of the Services or Deliverables. Udacity will not reimburse Content Creator for any expenses unless such expenses are specified in the applicable SOW. If included in the SOW, Udacity will pay reasonable, pre-approved travel and related expenses incurred by Content Creator in performing the Services, but only in accordance with Udacity’s travel and expense policies. Udacity will have no obligation to pay any fees that Content Creator fails to invoice within one hundred twenty (120) days after the fees were incurred if the Content Creator is invoicing, or any fees offset as set forth in Section 2.5(c). Content Creator acknowledges that this Section 9 and the SOW sets forth the only compensation that Content Creator is entitled to receive in exchange for the Services and Deliverables.
10. Term and Termination.
10.1 Term. These Terms and Conditions remains in effect until terminated in accordance with this Section 10.
10.2 Termination. Either party may terminate these Terms and Conditions if the other party: (a) fails to cure any material breach of these Terms and Conditions within thirty (30) days after written notice of such breach; (b) has breached these Terms and Conditions in a manner that is un-curable, immediately upon written notice of such breach; (c) ceases operation without a successor; or (d) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter). Without limiting the foregoing, Udacity also reserves the right to cease developing the Content and/or remove it from its catalog at any time without any liability. In addition, either party may terminate these Terms and Conditions at any time when there is no SOW in effect upon ten (10) days’ advance written notice to the other party.
10.3 Effect of Termination. Upon any termination of these Terms and Conditions, or upon earlier request by Udacity, Content Creator will promptly deliver to Udacity all Deliverables (in whatever state of completion) and return or (if directed by Udacity) destroy all Confidential Information and derivatives thereof. Termination of these Terms and Conditions is not an exclusive remedy and the exercise of either party of any remedy under these Terms and Conditions will be without prejudice to any other remedies it may have under these Terms and Conditions. Udacity will not have any liability resulting from termination of these Terms and Conditions or any SOW in accordance with its terms. Content Creator will have no right to receive any attribution or further compensation from Udacity if Udacity terminates these Terms and Conditions due to Content Creator’s uncured material breach or pursuant to a breach of Sections 2.4 (Video or Image Creation), 2.5 (Deliverables and Acceptance) or 8.2 (Content Creator’s Representations and Warranties) (each, a “Termination for Cause”). If termination was not a Termination for Cause, Udacity will remain responsible for paying fees accrued and payable in accordance with the applicable SOW. Following the expiration or termination of these Terms and Conditions, Udacity retains the right to identify the Content Creator in the applicable Content videos.
10.4 Survival. Sections 6 (Ownership), 7.3 (License from Content Creator), 8 (Representations and Warranties), 11 (Independent Contractor), 12 (Limitation of Liability), 13 (Confidential Information), 14 (Access to Udacity Systems and Facilities), 15 (Publicity), 16 (Indemnification), 17 (Bankruptcy), 18 (General) and the provisions of this Section 10 will survive any expiration or termination of these Terms and Conditions.
11. Independent Contractor.
Content Creator will perform services to Udacity in the capacity as an independent contractor, and not as an employee, partner, agent or joint venture partner, and will be solely responsible and liable for any employment-related taxes, insurance premiums or other employment benefits respecting Content Creator’s performance of the Services. Content Creator is not eligible for any benefits (including, without limitation, stock options, health insurance or retirement benefits) normally provided by Udacity to its employees. Udacity will not be responsible for the payment of any taxes imposed on the income or profits of Content Creator.
12. Limitation of Liability.
EXCEPT FOR ANY CLAIM ARISING UNDER SECTION 13 (CONFIDENTIAL INFORMATION), SECTION 14 (ACCESS TO UDACITY SYSTEMS AND FACILITIES) OR SECTION 16 (INDEMNIFICATION), NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL UDACITY’S AGGREGATE LIABILITY UNDER THESE TERMS AND CONDITIONS EXCEED THE FEES DUE TO BE PAID TO CONTENT CREATOR HEREUNDER.
13. Confidential Information.
13.1. Confidentiality. Other than in the performance of these Terms and Conditions, Content Creator will not use or disclose to any person or entity any Confidential Information (as defined below) of Udacity (whether in written, oral, electronic or other form) that is obtained from Udacity or otherwise prepared in the performance of these Terms and Conditions through access to Udacity Systems (as defined below) or while on Udacity premises. “Confidential Information” means any and all information designated by Udacity as confidential or proprietary, all information or data concerning or related to Udacity’s products (including the discovery, invention, research, improvement, development, manufacture, or sale thereof), processes, or business operations (including sales, costs, profits, pricing methods, organization, and employee and customer lists and Udacity Systems), including any information of the foregoing nature received from Udacity related to Udacity’s customers or clients, and any other information that is of such a nature that a reasonable person would believe it to be confidential or proprietary. The Deliverables constitute Confidential Information of Udacity. The provisions of this Section will not apply to any information that: (i) is rightfully known to Content Creator prior to disclosure by Udacity, (ii) is rightfully obtained by Content Creator from any third party without restrictions on disclosure, (iii) is or becomes available to the public without restrictions, or (iv) is disclosed by Content Creator with the prior written approval of Udacity. Content Creator may make disclosures to the extent required by law or court order, provided Content Creator notifies Udacity in advance and cooperates in any effort to obtain confidential treatment. Content Creator acknowledges that unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone may not be a sufficient remedy. In event of actual or threatened unauthorized use or disclosure by Content Creator, Udacity will be entitled to seek equitable relief in addition to whatever other remedies it might have at law. The obligations set forth in this Section will survive any expiration or termination of these Terms and Conditions.
14. Access to Udacity Systems and Facilities.
Access, if any, to any Udacity software, hardware, systems, data or materials utilized or made available by Udacity (“Udacity Systems”) is granted solely to allow Content Creator to provide the Services and Deliverables and is limited to those specific Udacity Systems, time periods, and personnel as are separately designated in the applicable SOW or otherwise by Udacity in writing from time-to-time. In connection with access to Udacity Systems, Content Creator will comply with all data security and business control and information protection policies, standards, obligations, and guidelines as may be provided by Udacity. Any other use of any Udacity System is expressly prohibited. Without limiting the foregoing, Content Creator warrants that she or he will use adequate security measures to comply with the above obligations and to ensure that access granted hereunder will not impair the integrity and availability of Udacity Systems. Upon reasonable notice, Udacity may audit Content Creator to verify Content Creator’s compliance with these obligations. To the extent Content Creator is granted access to Udacity facilities, Content Creator will comply with any safety, control, protection, and other policies and guidelines as Udacity may provide from time-to-time and will be solely liable for its acts or omissions while at any site, including, without limitation, those resulting in personal injury or property damage.
Except as set forth in the applicable SOW, Content Creator will not publicize or disclose the existence or terms of these Terms and Conditions to any third party without the prior written consent of Udacity, except as may be required by law. In particular, no press releases will be made without the consent of both Parties.
Content Creator will defend Udacity, its directors, employees, against any third-party claim, suit, allegation, charge, investigation or other legal action (“Action”), and will indemnify them against, the related losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to: (i) any breach or alleged breach of any representation, warranty or other provision of these Terms and Conditions by Content Creator, (ii) any infringement or alleged infringement by Content Creator, the Services or any Deliverable of any third-party Intellectual Property Rights or (iii) any personal injury or property damage caused by the negligence or willful misconduct of Content Creator. Udacity will give Content Creator written notice of any such Action and Udacity has the right to participate in the defense of any such Action at its expense. In no event will Content Creator settle any Action without Udacity’s prior written consent (which consent will not be unreasonably withheld). From the date of written notice from Udacity to Content Creator of any such Action, Udacity will have the right to withhold from any payments due to Content Creator under these Terms and Conditions the amount of any defense costs, plus additional reasonable amounts as security for Content Creator’s obligations under this Section.
17. Dispute Resolution.
Content Creator agrees that any dispute between Content Creator and Udacity arising out of or relating to these Terms and Conditions (“Disputes”) will be governed by the arbitration procedure outlined below.
(a) Governing Law. The resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principles.
(b) Informal Dispute Resolution. Udacity and Content Creator agree that they prefer to try to resolve any concerns and/or Disputes without needing a formal legal case. Before filing a claim against Udacity, Content Creator agrees to try to resolve the Dispute informally by contacting firstname.lastname@example.org. Udacity will try to resolve the Dispute informally by contacting Content Creator through email. If a Dispute is not resolved within fifteen (15) days after submission, Content Creator or Udacity may bring a formal proceeding.
(c) Agreement to Arbitrate. Content Creator and Udacity agree to resolve any Disputes through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
(d) Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes. The arbitration will be held in the United States county where Content Creator lives or works, San Francisco, California, or any other location to which Udacity agrees.
(e) Arbitration Fees. The AAA rules will govern payment of all arbitration fees. Udacity will pay all arbitration fees for claims less than $10,000.00.
(f) Exceptions to Agreement to Arbitrate. Either Content Creator or Udacity may assert claims, if they qualify, in small claims court in San Francisco, California, or any United States county where Content Creator lives or works. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Deliverables or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.
(g) No Class Actions. Content Creator may only resolve Disputes with Udacity on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and the consolidation with other arbitrations are not allowed under these Terms and Conditions.
(h) Judicial Forum for Disputes. In the event that the agreement to arbitrate is found not to apply to Content Creator or Content Creator’s claim, Content Creator and Udacity agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of San Francisco County, California. Both Content Creator and Udacity consent to venue and personal jurisdiction there. Udacity and Content Creator each agree to waive their right to a jury trial.
(i) Limitation on Claims. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to Content Creator’s agreement(s) with or work for or with Udacity, must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.
Neither party may assign these Terms and Conditions without the prior written consent of the other party and any attempt to do so will be void. Notwithstanding the foregoing, Udacity may assign these Terms and Conditions to (a) an Affiliate or (b) any other entity in connection with a reorganization, merger, consolidation, acquisition, or other restructuring involving all or substantially all of the voting securities or assets of Udacity. All rights, benefits, and protections granted to Udacity pursuant to these Terms and Conditions extend to its Affiliates. Any notice or consent under these Terms and Conditions will be in writing to the address specified below. No provision of these Terms and Conditions will be waived by any act, omission or knowledge of a party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving party. If any provision of these Terms and Conditions is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms and Conditions will otherwise remain in full force and effect. Any amendments will be effective only if made in writing signed by a representative of the respective parties. Both parties agree that these Terms and Conditions (including any executed SOWs) is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of these Terms and Conditions. These Terms and Conditions may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.