Scholarship Sponsor Agreement Terms and Conditions

For scholarship sponsors, these terms set forth the means by which scholarship recipients may receive access to the Udacity Service, and the terms and conditions for its provision.

For purposes of these terms, you shall be referred to as the "Customer" or "Scholarship Sponsor". The terms and conditions found herein are incorporated into the invoice, purchase order or other ordering document if entered into between Udacity and Customer or provided to Customer.

1 DEFINITIONS. “Authorized User” shall mean the end user designated by Customer per the Scholarship Program for use of the Services, and shall include both Customer Administrators and Scholarship Participants as the case may be. “Order Form” shall mean a document incorporated into this Agreement or subsequently entered into under this Agreement. “Scholarship Participants” shall mean those end users who are awarded participation within the Scholarship Program and granted access to the Services thereby. “Scholarship Program” shall mean the Services provided under the terms of the Order Form and this Agreement. “Term” shall mean the period of access to the Services noted in any Order Form, invoice, or other ordering documentation. “Terms of Service” shall mean the end user terms and conditions of enrollment applicable to Authorized Users found at www.udacity.com/legal , including those links found therein which apply to Scholarship participants, https://www.udacity.com/legal/scholarship, without limitation the Udacity Privacy Policy applying to data collection practices, found at www.udacity.com/legal/privacy or such geographic or language-specific versions of our website(s).

2 SERVICES. Customer hereby engages the Company to provide the services described in the attached Order Form (the “Services”), subject to the terms and conditions contained in this Agreement. In the event of a conflict between the terms of this Agreement and the terms of any purchase order, invoice, or other ordering document the terms of this Agreement shall control. unless Customer and Udacity agree otherwise in writing. If there is a conflict between the terms of the Order Form accepted in writing by the Company and this Agreement, then the terms of the Order Form shall prevail.

3 PAYMENT FOR SERVICES. In consideration for all the Services rendered by the Company to the Customer and the Authorized Users, Customer agrees to pay the Company the amount specified in the Order Form. Company shall invoice Customer for Services performed under this Agreement as set forth in the Order Form according to the invoicing schedule set forth therein and in accordance with the invoicing instructions as agreed to between Udacity and Customer. The parties agree that the Company may send such invoices to Customer by mail, to Customer’s address appearing on the signature page of this Agreement or as otherwise agreed between the Parties. To the extent that the Services are properly, timely, duly provided by Udacity or otherwise undisputed by Customer, the Customer shall pay each undisputed invoice within thirty (30) days after receipt in accordance with the fees set forth in the Order Form (the “Fees”). To the extent Customer disputes any invoice, Customer shall do so within ten (10) business days of receipt by sending notice to Company in any form it deems appropriate. Customer and Udacity shall work together in good faith to resolve any invoice disputes within a reasonable period.

4 ACCOUNT REGISTRATION AND USE OF SERVICES. Customer and its Authorized Users which shall include Scholarship Participants and Customer Administrators may need to register for Udacity accounts in order to access or receive the Services. Authorized Users account information must be accurate, current and complete, and will be governed by Udacity’s Terms of Service found at www.udacity.com, as such terms may also be localized for a geography outside of the United States. Customer agrees to keep this information of its Customer Administrator, and to the extent it has the ability to affect this, the Scholarship Participants, up-to-date so that Udacity may send notices, statements and other information by email or through Customer’s account. Customer must ensure that any user IDs, passwords and other access credentials (such as API tokens) for the Service are kept strictly confidential and not shared with any person not authorized by Customer.

5 USE OF UDACITY SERVICES. Subject to all terms and conditions of this Agreement, Udacity grants Customer, Customer Administrators, and its Scholarship Participants a worldwide, non-exclusive, non-transferable, non-sublicensable right and license during the applicable Term to access and use the Udacity Service designated on the Order Form, in accordance with this Agreement, the relevant documentation, and all applicable scope of use descriptions set forth in this Agreement.

6 ADMINISTRATIVE ACCESS. Udacity may provide Customer with certain limited access to the Udacity Service for its Authorized Users who are granted administrative access (the “Customer Administrators”). This Section will apply to any Customer Administrators and supersedes any contrary provision in this Agreement or the online Terms of Service. Without limiting the other disclaimers and limitations in this Agreement, CUSTOMER AGREES THAT ANY ACCESS HEREIN IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, OR SLAOR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO ACCESS, CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THESE MAY BE OBSOLETE OR DISCONTINUED IN TERMS OF SUPPORT, MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS AND OTHER PROBLEMS FOR WHICH UDACITY WILL NOT BE RESPONSIBLE. Udacity may terminate any Customer or Customer Administrator’s right to use any administrative access at any time for any reason or no reason in Udacity’s sole discretion without liability. Customer will be responsible and liable for all Customer Administrators’ use and access and their compliance with the terms and conditions herein. Customer must not: (i) rent, lease, copy, transfer, sublicense or provide access to the Udacity Service to a third party (except Authorized Users as specifically authorized above); (ii) incorporate the Udacity Service (or any portion thereof) into, or use it with or to provide, any site, product or service, other than on properties owned-and-operated by Customer; (iii) use the Udacity Service (or any portion thereof) for time sharing purposes or for a third party’s benefit whether through Customer properties or otherwise; (iv) distribute or publicly disseminate information regarding the performance of the Udacity Service (which is reasonably deemed Udacity’s Confidential Information); (v) significantly modify or create a derivative work of the Udacity Service or any portion thereof; (vi) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Udacity Service; (vii) break or circumvent any security measures or rate limits for Udacity Services; or (viii) remove or obscure any proprietary or other notices contained in the Udacity Service including in any reports or output obtained from the Udacity Service.

7 CUSTOMER DATA.

7.1 Rights in Customer Data. As between the parties, Customer retains all right, title and interest (including any intellectual property rights) in and to any and all Customer data, information, and materials (including without limitation logos, employee lists, administrative contact information, etc.) in electronic form, on electronic media, or on paper or other nonelectronic media provided to Udacity by or on behalf of Customer for computer processing, or otherwise for use by Udacity in connection with the Services; and all information related to Customer entered in, in, generated by, or processed through or in connection with the Services (the “Customer Data”). Udacity shall access and use Customer Data solely as necessary to provide the Services and not for any other purpose and shall restrict access to Customer Data solely to its Personnel who have a bona fide need to access such Customer Data to provide the Services. Authorized User information and data (including without limitation student provided information and materials, projects and coursework, and student interactions with the Udacity platform, instructors. and classroom) shall be subject to the rights and licenses set forth in the Scholarship Participation Terms available at https://www.udacity.com/legal/scholarship, the Udacity Terms of Service and Privacy Policy. In addition to the Services contemplated under this Agreement, Customer acknowledges that Authorized Users may be able to access other third party websites or services, community forums, career services or other outside or supplemental services, and that Company does not monitor or control the information or data that Authorized Users may provide therein, and such information shall not be considered Customer Data hereunder.

7.2 Data Privacy. When Customer Data is provided by the Customer that includes Personal Data and such Personal Data will be transferred by the Customer to Udacity, , such Personal Data shall only be used for the purposes of this Agreement and Company has implemented security measures and policies for the protection and handling of Personal Data. “Personal Data” shall mean any information about an Authorized User that can be used to identify or contact a specific individual (such as full name, personal email address, personal telephone number or home address).

7.3 Data and Reporting.

a) Performance Data. Udacity will provide reports containing aggregate and anonymized performance data regarding its Scholarship Participants (the “Performance Data”) in the format and with the frequency specified in the applicable Order Form (the “Reports”). Notwithstanding the foregoing, Udacity is not required to provide Performance Data to the extent Udacity reasonably determines that providing such data would violate any Udacity User Terms or an opt-out request from a particular Scholarship Participant. Customer may use Performance Data solely for its internal business purposes, but in any event, will immediately cease using Performance Data upon notice from Udacity that Udacity no longer has consent to such sharing, provided, however, that nothing shall prohibit Customer from its continued use of Performance Data provided by Udacity prior to such notice.

b) Scholarship Participant Data. Udacity may use any Scholarship Participants Data in accordance with the Udacity User Terms. For clarity, Scholarship Participant Data is not considered Registration Data. For clarity “Registration Data” means email and name of Scholarship Participant. Furthermore, Udacity has no obligation to provide, and Scholarship Sponsor acknowledges and agrees that Scholarship Sponsor has no right to receive, any Scholarship Participant Data under this Agreement, unless Scholarship Participant expressly agrees to said sharing and for specific categories of data. For clarity, although Customer may receive Performance Data pursuant to Reports that may relate to Scholarship Participants’ interaction with online courses, Scholarship Sponsor has no right to receive Scholarship Participant Data in the form submitted by Scholarship Participants under the Agreement, unless Scholarship Participant expressly agrees to said sharing.

7.4 Storage. Udacity does not provide an archiving service. Subject to its confidentiality obligations as set forth in Article 12 below, during the Term, Customer acknowledges that Udacity may and will delete data, including but not limited to student provided information and materials, projects and coursework, and content associated with the Scholarship Participants no longer in active use with prior notification to the Customer.

8 INDEMNIFICATION. Each party will indemnify, defend, and hold harmless the other party and its directors, officers, affiliates, employees, agents, and contractors from any and all actions, suits, proceedings, investigations, demands, judgments, damages, liability, fines, liens, losses, costs, and expenses (including but not limited to reasonable attorneys’ fees) arising from, relating to, or in connection with (i) loss of life, and personal injury, arising from any kind of negligence (regardless of whether it is a gross or mere negligence) or willful misconduct in connection with the provision of the Services and obligations of Customer under this Agreement. Udacity will indemnify, defend, and hold harmless Customer from any third-party claims that the Services, in whole or in part, infringe or misappropriate any third party intellectual property rights.

9 FEES AND PAYMENT. Customer agrees to pay all fees in U.S. dollars within thirty (30) days of the invoice date, unless a different currency or payment period is specified in the applicable Order Form. Some customers may have the option to pay by credit card. If Customer is paying by credit card, it authorizes Udacity to charge fees and other amounts automatically to Customer’s credit card without invoice to the extent it informs the Customer with respect to such amounts prior to the payment by credit card. Unless otherwise specified in an Order Form, such charges typically occur monthly in advance, though overage fees (if any) may be charged in arrears with prior knowledge of the Customer. To the extent that the Services are properly, timely and duly provided by Udacity, payments are non-refundable and non-creditable and payment obligations non-cancellable. Late payments may be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount allowed by law unless such late payment is emanated from improper performance or non-performance of the Services by the Company. Udacity’s fees are exclusive of all taxes, and Udacity shall invoice to Customer and Customer must pay any applicable sales, use, VAT, GST, excise, withholding or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Udacity.

10 TERM AND TERMINATION.

10.1 Term. Unless terminated earlier hereunder, the Term will begin on the Effective Date. This Agreement is effective until all periods of service for the Udacity Service(s) have expired or are terminated as expressly permitted herein and/or in any relevant Order Form, invoice, or other ordering documentation in which the relevant Udacity Service is defined and agreed.

10.2 Subscription Term and Renewals. Subject to the terms and conditions of this Agreement, by placing an Order Form for purchase of a Udacity Service, Customer is agreeing to pay applicable and undisputed fees as invoiced by Udacity for the entire Term (which is specifically defined and agreed in the applicable Order Form) for the relevant Service. Unless otherwise noted in the Order Form, Customer cannot cancel or terminate a Subscription Term except pursuant to Section 10. 4 (Termination for Cause) for the improper performance or non-performance of the relevant Udacity Service by Udacity.

10.3 Suspension of Service. Udacity may suspend Customer’s access to the Udacity Service(s) if: (i) Customer’s account is overdue any undisputed amounts, Udacity has provided Customer written notice thereof, and Customer has failed to pay such overdue undisputed amounts within thirty (30) days of such notice. Udacity may also suspend Customer’s access to the Udacity Service(s) and/or remove Customer Data if it determines that: (a) Customer has breached Sections 4 (Account Registration and Use of Services), 5 (Use of Udacity Services) or 6 (Administrative Access); or (b) suspension is reasonably and justifiably necessary to prevent harm or liability to other customers or third parties or to preserve the security, stability, availability, or integrity of the Udacity Service. Udacity will have no liability for taking justified action as permitted above.

10.4 Termination for Cause. Termination for Cause. Either party may terminate this Agreement (and all related Order Forms) immediately upon written notice of termination if the other party: (a) fails to cure any material breach of the Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

10.5 Effect of Termination. Upon any expiration or termination of the applicable Term, Order Form, or this Agreement for any reason: (a) Customer shall immediately cease any and all use of and access to the Service; provided, however, that any termination shall have no effect on any Scholarship Participant’s access to the Service for any Scholarship Program to which such Scholarship Participant is already engaged and paid for by Customer.

10.6 Survival. The obligations of the parties and the provisions of this Agreement that expressly survive or reasonably may be expected to survive any expiration or termination of the Agreement shall survive, including, without limitation, the obligations and provisions set forth in the following Sections: 3 (Payment For Services), 7 (Customer Data), 8 (Indemnification), 9 (Fees and Payment), 10 (Term and Termination), 12 (Confidential Information), 15 (Limitation of Liability), and 20 (General Provisions).

11 REPRESENTATIONS AND WARRANTIES. Udacity warrants, for Customer and the Scholarship Participants, that it shall provide the Services in substantial accordance with any specifications in this Agreement. including any descriptions set forth on the applicable Order Form. Udacity represents all (i) all Services under this Agreement will be performed in a workmanlike, and professional manner relevant to levels of industry-standard commercially reasonable service provider’s competence; (ii) Udacity shall take adequate and effective security measures to secure proper performance of the Services at all times, it has in place effective measures and policies for the protection and handling of Customer Data including appropriate controls to restrict access to and use of Customer Data only in furtherance of the Services or by unauthorized users and it will at all times during the Term comply with all applicable laws and Customer’s reasonable expectations regarding Customer Data; and (iii)it maintains effective data retention and recovery procedures. In the event of loss of work product, corruption of data or data or loss Company will take all commercially reasonable steps to mitigate any damages to Customer that might otherwise ensue from lost or damaged data or work product.

12 CONFIDENTIAL INFORMATION.

12.1 Non-Disclosure. The parties acknowledge that, in the course of performing its obligations under this Agreement, each party (a “Disclosing Party”) may find it necessary or desirable to disclose to the other party (a “Receiving Party”) information deemed to be the Disclosing Party’s “Confidential Information” (as defined in Section 12.2 below). The Receiving Party agrees not to use any of the Disclosing Party’s Confidential Information for any purpose, except as reasonably necessary to perform this Agreement and not to disclose any of the Disclosing Party’s Confidential Information to any third party. The Receiving Party agrees to safeguard the Disclosing Party’s Confidential Information using the same degree of care used by the Disclosing Party to protect its own confidential information, but in any event not less than a reasonable degree of care. The Receiving Party further agrees not to disclose any of the Disclosing Party’s Confidential Information to any employee or consultant of the Receiving Party unless such person both (i) needs to know such information for the performance of the Services, and (ii) is bound by confidentiality obligations at least as restrictive as the provisions of this Agreement. In addition, the Receiving Party agrees not to make copies of, or otherwise reproduce any documents or other materials containing the Disclosing Party’s Confidential Information, except as reasonably necessary to perform its obligations under this Agreement. The above restrictions on use and disclosure of Confidential Information shall continue, for technical information that is Confidential Information, until one of the exceptions to the definition of Confidential Information applies and, for business information that is Confidential Information, for a period of three (3) years from the disclosure thereof. Notwithstanding the foregoing, Udacity shall not use Customer Confidential Information for its own benefit or for the benefit of any third parties, other than for the specific performance of this Agreement or the improvement of its Services or Platform. Notwithstanding the above restrictions on disclosure, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent ordered to do so by a court or governmental authority, provided that the Receiving Party shall give the Disclosing Party prior notice of its intent to do so, so that the Disclosing Party may seek a protective order or other appropriate relief and shall disclose only the part to the extent required by law, court order or legal process.

12.2 Definition of Confidential Information. As used in this Agreement, the term “Confidential Information” means all information disclosed by one party to the other party (i) in tangible form, regardless of whether it is marked or labeled as confidential or proprietary, (ii) whether disclosed in oral, written, or electronic form and whether or not it is marked as confidential or proprietary at the time of disclosure, and/or (iii) that a reasonable person would understand to be confidential or proprietary due to the nature of the information. Confidential Information may include, but is not limited to, information of a technical nature (such as inventions, processes, formulas, technology, designs, or drawings) and information of a business nature (such as customer lists, product plans, marketing plans, and financial information). Notwithstanding the above, information shall not be deemed “Confidential Information” for purposes of this Agreement if (i) the information is or becomes publicly known through no wrongful act of the receiving party, or (ii) the receiving party can demonstrate that the information was already known to the receiving party at the time that it was disclosed by the disclosing party, or (iii) the information is subsequently disclosed to the receiving party by a third party as a matter of right and without restriction on further use or disclosure, or (iv) the information is developed independently by the receiving party, without use of the disclosing party’s Confidential Information. Each party acknowledges and agrees that the terms of this Agreement, are Confidential Information of the other party, and each Party agrees not to disclose such information to any third parties.

12.3 Return of Confidential Information. Upon termination of this Agreement, or upon the request of the Disclosing Party at any time during the Term of this Agreement, the Receiving Party agrees to return to the Disclosing Party, or destroy (at the option of the Disclosing Party), all documents and other materials containing the Disclosing Party’s Confidential Information.

12.4 Remedies. The Receiving Party acknowledges that the unauthorized disclosure or use of the Disclosing Party’s Confidential Information may result in substantial and irreparable harm to the Disclosing Party and that sole monetary damages will be difficult to determine and inadequate to compensate the Disclosing Party. Therefore, the Receiving Party agrees that, upon any actual or threatened breach of the obligations in this Section by the Receiving Party, the Disclosing Party shall be permitted to seek equitable relief such as an injunction or specific performance, in addition to any other available remedies.

13 DISCLAIMER OF WARRANTIES. SAVE FOR THE WARRANTIES IN SECTION 11 AND UDACITY’S LIABILITY FOR ANY THIRD PARTY CLAIMS OF INFRINGEMENT RELATED TO THE INTELLECTUAL PROPERTY OF UDACITY AS SET FORTH IN SECTION 8, ALL UDACITY TECHNOLOGY AND SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UDACITY MAKES NO GUARANTEES THAT UDACITY TECHNOLOGY AND SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE OR PRESERVED WITHOUT LOSS, OR THAT UDACITY TECHNOLOGY AND SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE. UDACITY WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL.

14 RELATIONSHIP OF THE PARTIES. The parties are independent contractors as to each other and neither shall be deemed a partner, joint venture, or agent of the other and neither shall have the power to bind the other to any contract.

15 LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER ANY CAUSE OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF REVENUE OR PROFITS) ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, EITHER PARTY’S LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS, SHALL NOT BE SUBJECT TO ANY LIMITATION. UDACITY’S LIABILITY FOR BREACH OF THIS AGREEMENT, INCLUDING BREACH OF CONFIDENTIALITY, DATA PROTECTION AND SECURITY OBLIGATIONS, SHALL BE LIMITED TO THE FEES PAID BY CUSTOMER TO UDACITY UNDER THE AGREEMENT DURING THE 12 MONTHS PRECEEDING THE CLAIM OF BREACH.

16 PUBLICITY. Udacity shall be permitted to identify Customer as a customer of the Company, on the Company’s website and in the Company’s promotional materials and presentations with Customer’s prior written approval, and to use Customer’s name and logo for that purpose with Customer’s prior written approval. All other requests for references or testimonials shall also be at the sole discretion of Customer and must be approved in writing by Customer in advance.

17 ASSIGNMENT. This Agreement shall be binding upon the parties and their successors and permitted assigns. Neither party shall be entitled to assign this Agreement without the prior written consent of the other party, except that either party may assign the Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign the Agreement except as expressly authorized under this Section 17 will be null and void.

18 NOTICES. All notices under this Agreement must be in writing, and shall be deemed given when personally delivered to an officer of a party, or three days after being sent by prepaid certified or registered U.S. mail or other common carrier or sent to email addresses noted as “Notice” in the signature page hereto.

19 FORCE MAJEURE. Neither party will be liable for, or be considered in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any unforeseeable causes or conditions beyond such party’s reasonable control (a “Force Majeure Event”) including but not limited to fire, earthquakes, storms, flood, strikes, riots, war, and acts, delays or failures to act by the other party or any third party.

20 GENERAL PROVISIONS. No supplement, modification, or amendment of the Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to the Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under the Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary and the other provisions of this Agreement shall not be affected. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law provisions. Any suit or proceeding arising out of or relating to this Agreement shall be brought only in a court located in Santa Clara County, California, and the parties irrevocably submit to the personal and subject matter jurisdiction and venue of such courts. This Agreement, together with the Order Form signed by the parties, is the entire agreement and understanding of the parties relating to its subject matter, and supersedes all prior agreements and understandings, whether written or oral, relating to that subject. This Agreement and any Order Forms may be executed in any number of counterparts and electronically, each of which shall be an original but all of which together shall constitute one and the same instrument.