Mentor and Review Agreement

Last updated October 10, 2017

By accessing Udacity's online reviewer and mentor marketplace, you agree to be bound by these terms (referred to herein as the "Agreement") and the Udacity Terms of Use, and you hereby represent and warrant to us that you have read each of them. Individuals participating in the Udacity Mentor and Reviewer marketplace are independent contractors of Udacity, and they are collectively referred to herein each as a "Consultant." Udacity retains the right to amend the terms of this Agreement (together with the Project guidelines, rules, standards, and instructions) at any time, and for any reason, with or without any prior notice to Consultant, at its sole discretion.

Services

  1. Udacity Reviewing and Mentoring Services. For certain of Udacity coursework activities, authorized Udacity users ("Users") have access to various project review and mentoring services, which are supported by the Udacity reviewer and mentor marketplace. Subject to Udacity's sole and absolute discretion, and continuing compliance with the terms and conditions of this Agreement, from time to time, Udacity will provide you access to the reviewer and mentor marketplace whereby you may select (i) User projects or other materials to review that have been created by Users participating in Courses or (ii) User interactions, forum posts or other communications to perform as part of the mentor services provided to Users participating in Courses (such projects and interactions are collectively referred to herein as "Projects").

  2. Performance of Services. You agree to utilize your best efforts to grade, evaluate, assess and/or communicate and interact for each such Project (the "Services") in accordance with the terms, conditions and criteria set forth for Projects resulting from the Courses. You also agree to use your best efforts to complete Services for each Project within the time suggested for each such Project or Course component. To the extent that you fail to initiate or complete Services for a particular Project within the time specified by Udacity for that Project, Udacity reserves the right to assign the Project to another Consultant and, in such an event, you shall receive no fees for that Project.

  3. Delivery. Consultants will deliver the deliverables, designs, modules, software, products, documentation and other materials specified for Services (individually or collectively, "Deliverables") in accordance with the delivery schedule and other terms and conditions set forth by Udacity from time to time.

Payment

  1. Fees. Subject at all times to Section 1.B and any applicable performance standards for a particular Project that are set forth by Udacity at the time that Project is offered to Consultant, Consultant's sole compensation for the performance of Services, shall be the fees stated for such Project at the time such Project is offered to Consultant in accordance with the terms set forth in this Agreement.

    The Company reserves the right to adjust fees at its discretion. Pricing of the fees will be dynamic, which means that fees will be flexible among Projects based upon current market demands. Market demands may include, but are not limited to, Student volume resulting in variable Project demand, current supply of Reviewers for Projects requiring special expertise, surge or time-sensitive pricing in order to accommodate high demand increases at peak-times, geographic pricing factors, including currency fluctuations, local cost of living and/or the regional cost of Company Courses. The dynamic pricing fee model means that fees for Projects will regularly change as a result of changing market demands. By accepting the Project, you are agreeing to the fees relating to the Project that are posted at the time of acceptance and to not make a claim relating to the adequacy of the fee pricing or your compensation at a later time.

  2. Payment Terms. All fees and other amounts payable to Consultant under this Agreement, if any, are stated in and are payable in U.S. dollars. Unless otherwise specified by Udacity in writing, Consultant will be paid by Udacity on a monthly basis for all fees payable to Consultant. Presently, Udacity utilizes payment processing services from PayPal. Udacity reserves its rights to use a different payment processing service in the future. All payments made to Consultant by Udacity hereunder will be made through such a payment processor and are subject to and exclusive of any fees or other charges that such payment processor may charge either Udacity or Consultant. To the extent that Consultant resides in or is otherwise situated in a location which is not served by PayPal or such successor payment processor service, Consultant shall not provide Services hereunder and Udacity shall have no obligations to Consultant hereunder. Consultant acknowledges and agrees that it is Consultant's sole and exclusive responsibility to establish an account with PayPal and to maintain such account in good standing. Consultant also agrees that the location associated with his or her PayPal account shall be accurate and consistent with Consultant’s application information. Udacity shall have no liability to Consultant for any payments due under this Agreement that are denied by PayPal, that remain unclaimed for a period of thirty (30) or more days, or otherwise are rejected by PayPal for any reason.

Relationship of the Parties

  1. Independent Contractor. Consultant is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between Udacity and Consultant. Consultant has no authority to bind Udacity by contract or otherwise. Consultant will perform Services under the general direction of Udacity, but Consultant will determine, in Consultant's sole discretion, the manner and means by which Services are accomplished, subject to the requirement that Consultant will at all times comply with applicable law, this Agreement, the Terms of Use, and Udacity quality standards.

  2. Equipment and Schedule. Consultant understands and agrees that Udacity does not direct or control Contractors, that Udacity does not set work hours, work schedules, or location of work; that Udacity will not provide Consultant with any equipment, labor, or materials needed for Services under this Agreement; and Udacity does not provide the premises at which the Consultants will perform the work.

  3. Taxes and Employee Benefits. Consultant will report to all applicable government agencies as income all compensation received by Consultant pursuant to this Agreement. Consultant will be solely responsible for payment of all withholding taxes, social security, workers' compensation, unemployment and disability insurance or similar items required by any government agency. Consultant will not be entitled to any benefits paid or made available by Udacity to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by Udacity pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. Consultant will indemnify and hold Udacity harmless from and against all damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on Udacity to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with compensation received by Consultant pursuant to this Agreement.

  4. Liability Insurance. Consultant acknowledges that Udacity will not carry any liability insurance on behalf of Consultant. Consultant will maintain in force adequate liability insurance to protect Consultant from claims of personal injury (or death) or tangible or intangible property damage (including loss of use) that arise out of any act or omission of Consultant.

Ownership

  1. Disclosure of Work Product. Consultant will, as an integral part of the performance of Services, disclose in writing to Udacity all inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes, techniques, know-how, algorithms, specifications, biological or chemical specimens or samples, hardware, circuits, computer programs, databases, user interfaces, encoding techniques, and other materials of any kind that Consultant may make, conceive, develop or reduce to practice, alone or jointly with others, in connection with performing Services, or that result from or that are related to such Services, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection (collectively, "Consultant Work Product"). Consultant Work Product includes without limitation any Deliverables that Consultant delivers to Udacity pursuant to Section 1.C.

  2. Ownership of Consultant Work Product. Consultant and Udacity agree that, to the fullest extent permitted by applicable law, each item of Consultant Work Product will be a work made for hire owned exclusively by Udacity. Consultant agrees that all Consultant Work Product will be the sole and exclusive property of Udacity. Consultant hereby irrevocably transfers and assigns to Udacity, and agrees to irrevocably transfer and assign to Udacity, all right, title and interest in and to the Consultant Work Product, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, "Intellectual Property Rights") therein. At Udacity's request and expense, during and after the term of this Agreement, Consultant will assist and cooperate with Udacity in all respects, and will execute documents, and will 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 Consultant Work Product. Consultant hereby appoints the officers of Udacity as Consultant's attorney- in-fact to execute documents on behalf of Consultant for this limited purpose.

  3. Moral Rights. To the fullest extent permitted by applicable law, Consultant also hereby irrevocably transfers and assigns to Udacity, and agrees to irrevocably transfer and assign to Udacity, and waives and agrees never to assert, any and all Moral Rights (as defined below) that Consultant may have in or with respect to any Consultant Work Product, during and after the term of this Agreement. "Moral Rights" mean any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right as called or generally referred to as a "moral right."

  4. Related Rights. To the extent that Consultant owns or controls (presently or in the future) any patent rights, copyright rights, mask work rights, trade secret rights, or any other intellectual property or proprietary rights that may block or interfere with, or may otherwise be required for, the exercise by Udacity of the rights assigned to Udacity under this Agreement (collectively, "Related Rights"), Consultant hereby grants or will cause to be granted to Udacity a non-exclusive, royalty- free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable Udacity to exercise all of the rights assigned to Udacity under this Agreement.

Confidential Information

  1. No Pre-existing Obligations. Consultant represents and warrants that Consultant has no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder Consultant's performance of its obligations under this Agreement.

  2. Performance Standard. Consultant represents and warrants that Services will be performed in a thorough and professional manner, consistent with high professional and industry standards by individuals with the requisite training, background, experience, technical knowledge and skills to perform Services. Consultant acknowledges that Udacity may (but is not obligated) to conduct quality assurance audits of the Services, and may provide notice of failure to perform Services consistent with this Agreement, the Terms of Use, Project Standards, or rules and instructions relating thereto, and/or terminate the Services with Consultant.

  3. Non-infringement. Consultant represents and warrants that the Consultant Work Product will not infringe, misappropriate or violate the rights of any third party, including, without limitation, any Intellectual Property Rights or any rights of privacy or rights of publicity, except to the extent any portion of the Consultant Work Product is created, developed or supplied by Udacity or by a third party on behalf of Udacity.

  4. Non-Solicitation of Personnel. During the term of this Agreement and for a period of one (1) year thereafter, Consultant will not directly or indirectly solicit the services of any Udacity User, employee or consultant for Consultant's own benefit or for the benefit of any other person or entity.

  5. Accurate and Updated Information. Consultant represents and warrants that he or she will provide accurate and updated information relating to his or her application, registration and other information relating to the provision of the Services.

Indemnity

  1. Consultant will defend, indemnify and hold Udacity harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from:

    1. any action by a third party against Udacity that is based on a claim that any Services performed under this Agreement, or the results of such Services (including any Consultant Work Product), or Udacity's use thereof, infringe, misappropriate or violate such third party's Intellectual Property Rights; and

    2. any action by a third party against Udacity that is based on any act or omission of Consultant and that results in: (a) personal injury (or death) or tangible or intangible property damage (including loss of use); or (b) the violation of any statute, ordinance, or regulation.

Term and Termination

  1. Term. This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect for as long as Consultant is performing Services.

  2. Termination for Breach. Either party may terminate this Agreement (including all Projects in process) if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days following written notice thereof from the non-breaching party.

  3. Termination for Convenience. Udacity may terminate this Agreement (including all Projects in process) at any time, for any reason or no reason, immediately upon written notice to Consultant. Udacity may also terminate an individual Project at any time, for any reason or no reason, immediately upon written notice to Consultant.

  4. Effect of Termination. Upon the expiration or termination of this Agreement for any reason: (i) Consultant will promptly deliver to Udacity all Consultant Work Product, including all work in progress on any Consultant Work Product not previously delivered to Udacity, if any; (ii) Consultant will promptly deliver to Udacity all Confidential Information in Consultant's possession or control; and (iii) Udacity will pay Consultant any accrued but unpaid fees due and payable to Consultant pursuant to Section 2.

  5. Survival. The rights and obligations of the parties under Sections 2, 3.C, 3.D, 4, 5, 6.C, 6.D, 7, 8.D, 8.E, 9, 10.C, 10.D and 10.E, will survive the expiration or termination of this Agreement.

Limitation of Liability

In no event will Udacity be liable for any special, incidental, punitive, exemplary or consequential damages of any kind in connection with this agreement, even if Udacity has been informed in advance of the possibility of such damages. Further, Consultant acknowledges and agrees Udacity makes no warranties relating to the volume or availability of Projects for Consultant or the ability to provide Services, at any time, now or in the future.

General, Dispute Resolution

  1. Assignment. Consultant may not assign or transfer this Agreement, in whole or in part, without Udacity's express prior written consent. Any attempt to assign this Agreement, without such consent, will be void. Equitable Remedies. Because the Services are personal and unique and because Consultant will have access to Confidential Information of Udacity, Udacity will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without having to post a bond or other consideration, in addition to all other remedies that Udacity may have for a breach of this Agreement at law or otherwise.

  2. Dispute Resolution. You agree that any dispute between you and Udacity arising out of or relating to these Terms of Service, the Services, or any other Udacity services (collectively, "Disputes") will be governed by the arbitration procedure outlined below.

    1. Governing Law: The Terms of Service and 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.

    2. Informal Dispute Resolution: We want to address your concerns without needing a formal legal case. Before filing a claim against Udacity, you agree to try to resolve the Dispute informally by contacting support@Udacity.com. We'll try to resolve the Dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or Udacity may bring a formal proceeding.

    3. We Both Agree To Arbitrate: You and Udacity agree to resolve any Disputes through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.

    4. 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 you live or work, San Francisco, California, or any other location we agree to.

    5. Arbitration Fees: The AAA rules will govern payment of all arbitration fees. Udacity will pay all arbitration fees for claims less than $10,000.

    6. Exceptions to Agreement to Arbitrate: Either you or Udacity may assert claims, if they qualify, in small claims court in San Francisco (CA) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Udacity services, 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.

    7. No Class Actions: You 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 consolidation with other arbitrations aren't allowed under our agreement.

    8. Judicial Forum for Disputes: In the event that the agreement to arbitrate is found not to apply to you or your claim, you 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 you and Udacity consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.

    9. Limitation on Claims: Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Udacity reviewer and mentor marketplace, Udacity services, or 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.

  3. Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law

  4. Waiver. The failure by Company to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

  5. No Election of Remedies. Except as expressly set forth in this Agreement, the exercise by Udacity of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies under this Agreement or available at law or in equity or otherwise.

  6. Notices. All notices required or permitted under this Agreement will be in writing, provided that the Company may send such written notice by Email, Dashboard or other similar electronic communication.

  7. Entire Agreement. This Agreement, together with Projects and Terms of Use, constitutes the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter. Udacity retains the right to amend the terms of this Agreement (together with the Terms of Use, Project standards, instructions, rules or guidance) at any time, and for any reason, with or without any notice to Consultant, at its sole discretion.

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