Udemy for Business Subscription Agreement

This Agreement was last updated on April 3, 2017.

This Subscription Agreement (“Agreement”) governs the access and use of Udemy for Business.

1. Definitions. As used herein:

1.1 “Administrator” is an individual appointed by Customer who has the ability to customize the Customer Account, manage Users, access Insights and related reporting, access UFB Administrator Tools, and populate the Customer Account with Subscription Courses or Marketplace Courses.

1.2 “Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.3 “Course API” means an application programming interface that, if elected by Customer in the Order Form, allows Customer to access certain information relating to Subscription Courses, Marketplace Courses, or Customer Courses, including but not limited to course title and similar information, and shall be subject to the additional terms set forth below.

1.4 “Customer” means the party entering into an Order Form with Udemy, or otherwise signing up to use UFB.

1.5 “Customer Personal Information” includes the personally identifiable information, specifically first name, last name, and email address, that Customer, Administrator or User enters into or delivers to UFB as necessary to access UFB.

1.6 “Customer Courses” are courses that, if elected by Customer in the Order Form, Customer may elect to create using its own content or license from third parties and upload such content to their Customer Account for use by their Users, and shall be subject to the additional terms set forth below.

1.7 “Customer Account” means the site where Users access the Subscription Courses and any Marketplace Courses licensed by Customer, and where Administrators may access the UFB Administrator Tools and Insights.

1.8 “Insights” means the functionality which allows an Administrator to access reporting on User adoption, course consumption, and User activity.

1.9 “Marketplace Courses” are those courses that Udemy generally offers on the Site, but which are not offered as Subscription Courses, but may be added to the Customer Account separately by Customer as set forth in Section 7.

1.10 “Optional Features” are additional service offerings Customer may elect to add to the Order Form, including but not limited to Customer Courses, Single Sign-On, Course API or Reporting API.

1.11 “Order Form” means an ordering document (whether online or otherwise) entered into by Udemy and Customer, which is incorporated into this Agreement, and specifies the services to be provided by Udemy and the fees related thereto. By entering into a Order Form hereunder, an Affiliate of either party agrees to be bound by the terms of this Agreement as if it were an original party hereto.

1.12 “Reporting API” is an application programming interface that, if elected by Customer in the Order Form, allows Customer to access certain information relating to the Customer and its Users’ use of UFB and the Customer Account such as completion, and shall be subject to the additional terms set forth below.

1.13 “Site” means Udemy’s website located at www.udemy.com, on which Udemy offers various online courses and related services.

1.14 “SSO or “Single Sign-On” is a capability, if elected by Customer in the Order Form, which enables Users to log in to UFB without the need to disclose user passwords, and shall be subject to the additional terms set forth below.

1.15 “Subscription Courses” are courses offered by Udemy as part of UFB that Users will be able to access upon Customer’s payment of the Subscription Fees and set-up of the Customer Account.

1.16 “Subscription Fees” are the fees charged to a Customer by Udemy for access to UFB on a per-User basis, including the fees related to Optional Features, if elected.

1.17 “UFB” is Udemy’s proprietary service that permits Customer to, among other things:

(a) configure their Customer Account;

(b) invite new Users;

(c) assign Users into groups;

(d) assign courses to individuals or groups;

(e) access Subscription Courses;

(f) elect which Marketplace Courses to add to their Customer Account, if any;

(g) upload Customer Courses;

(h) invite Users to access and enroll in courses;

(i) allow Administrators access the UFB Administrator Tools; and

(j) if selected in the Order Form, add any Optional Features.

1.18 “UFB Administrator Tools” means the functionality made available to an Administrator that may be used to: add and remove Users, assign Users to groups, assign names to such Groups, view User course consumption and activity, run and export reports of such consumption and activity, and run other reporting features of UFB that Udemy may make available to Customer from time to time.

1.19 “Users” means the employees and contractors (including Administrators) Customer authorizes to access and use the Customer Account.

2. Customer Account. Customer shall select a unique URL identifier for the Customer Account. Customer will appoint at least one Administrator, who will be responsible for the configuration of the Customer Account, set up User accounts and run reports via Insights. Customer, Administrator and Users shall be responsible for maintaining the security of passwords. All Subscription Courses and Marketplace Courses are subject to any restrictions placed on them by the instructors for such courses, which restrictions can be found on the course landing page. Subscription Courses and Marketplace Courses are available only so long as: (a) Customer continues to pay the Subscription Fees; and (b) Udemy continues to have the right to offer such Subscription Courses. From time to time, Udemy may need to remove Subscription Courses from Customer Account, and in those circumstances, will use its best efforts to secure from the instructor a transition period and the right for enrolled Users to continue to access such courses during such transition period, and will endeavor to give notice of such a transition as far in advance as possible. Upon termination of this Agreement, Users will no longer have access to any Subscription Courses or Marketplace Courses.

3. Optional Features. Customer may add Optional Features by entering into an Order Form for such Optional Features, and paying any applicable fees. If Customer elects any of the Optional Features in the Order Form, then Customer will have access to such Optional Features, subject to the terms set forth below.

4. License to the Site, UFB and the Customer Account. Subject to the terms and conditions of this Agreement, Udemy grants to Customer and its Affiliates, exercisable by and through its Users, a limited, nonexclusive, royalty-free, revocable (for breach), nontransferable, and non-sublicensable, right and license during the term of this Agreement to access UFB for the purpose of creating a Customer Account, and provisioning access to the Customer Account to Users. For avoidance of doubt, this Agreement shall only apply to Customer’s and its Users’ use of UFB, and shall not apply to any other offerings available on the Site. In addition to the terms set forth under this Agreement, the right to access and use UFB and the Customer Account by the Customer and its Users is subject to the Udemy for Business Privacy Policy located here (the “Privacy Policy”). Unless Customer has elected to include the Single Sign-On capability, Users will access the Customer Account by logging in through the Customer Account. In all of its activities under this Agreement, Customer assumes full responsibility for its Administrators’, Users’ and Affiliates’ compliance with the terms and conditions of this Agreement and for securing any necessary consents from its Users to access and use their personal information and for ensuring that such access and use conforms with applicable laws, including, without limitation, privacy laws.

5. Restrictions.

5.1 In the course of all of its activities under this Agreement, Customer shall not permit its Users or any third party under its control to:

(a) provide incorrect or knowingly false information; copy, distribute, modify, reverse engineer, deface, tarnish, mutilate, hack, or interfere with UFB, the Site, or any Subscription Courses or Marketplace Courses;

(b) frame or embed the Customer Account or any Subscription Courses or Marketplace Courses;

(c) introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of UFB;

(d) scrape, spider, use a robot or other automated means of any kind to access UFB, the Customer Account or Subscription or Marketplace Courses other than as expressly authorized by Udemy;

(e) rent, timeshare, lease or otherwise permit third parties other than Users to access or use the Customer Account or Subscription or Marketplace Courses;

(f) upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through UFB;

(g) post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, infringing, defamatory or libelous content or information through UFB;

(h) impersonate another person or gain unauthorized access to another User’s or third party’s account;

(i) solicit personal information from any instructor or other student; and/or

(j) use UFB or any courses for any purpose or in any manner that is unlawful or that infringes the rights of others.

5.2 Customer represents to Udemy that all Users shall be Customer’s employees or full-time contractors. Customer may not assign or transfer User access from one person to another except in connection with a change of job assignment or termination of employment.

6. Instructor Interactions. As a marketplace for online learning, Udemy does not hire or employ instructors to create Subscription Courses or Marketplace Courses. Udemy disclaims responsibility or liability for any interactions between Users and the instructors of either Subscription Courses or Marketplace Courses. Udemy is not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of instructors or Users, including, but not limited to, any User's reliance upon any information provided by an instructor. Udemy does not control any third party content accessible on the Site or through UFB and, as such, does not guarantee in any manner the reliability, validity, accuracy or truthfulness of such third party content. Customer also understands that by using the UFB services, Udemy may expose Users to third party content that Customer or its Users consider offensive, indecent, or objectionable. Udemy has no responsibility to keep such content from Customer or its Users and Udemy has no liability to Customer’s or its Users’ access or use of any third party content, to the extent permissible under applicable law.

7. Marketplace Courses. With the exception of Udemy for Business Team Plan, Administrators may, at any time, elect to add Marketplace Courses to the Customer Account by using the functionality available in the Customer Account. Customer is under no obligation to add Marketplace Courses to the Customer Account. Customer acknowledges that Marketplace Courses are not provided as part of UFB or as Subscription Courses, and may be subject to separate fees in addition to the Subscription Fees.

8. Fees and Payment. Customer will pay Udemy the Subscription Fees as set forth in the Order Form(s) (whether online or otherwise). All fees shall be paid in US dollars and are non-refundable. Late payments shall be subject to 1.5% interest per month (or the maximum permitted by law), and all third-party collection costs. Customer shall be responsible for any sales, value-added, services, use or similar taxes (other than taxes on Udemy’s income).

9. Confidentiality. Customer acknowledges that, in the course of activities under this Agreement, Customer will obtain information relating to Udemy and UFB which is confidential in nature (“Udemy Confidential Information”), including, but not limited to, UFB, and any related features, software, pricing details, and other information about Udemy and UFB’s operation. Udemy acknowledges that it may obtain Confidential Information relating to Customer, including, but not limited to Customer Personal Information and Customer Courses (“Customer Confidential Information”) (Udemy Confidential Information and Customer Confidential Information shall be collectively known as “Confidential Information”). During the term of this Agreement, and five years thereafter, and except as necessary to perform its obligations hereunder or as permitted under the Privacy Policy, each party (“Recipient”) agrees that it will not disclose Confidential Information of the other party (“Discloser”) without the prior written consent of Discloser unless such Confidential Information becomes part of the public domain through no fault of the Recipient, and that it will only use such Confidential Information for the purposes of this Agreement and in accordance with the Privacy Policy and applicable law. Each party acknowledges and agrees that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of this section, and the Discloser shall be entitled to equitable relief in addition to whatever remedies it may have at law. Nothing in this Agreement is intended to limit either party from accessing or making available similar services or courses, including, without limitation, Customer’s (or Customer’s Users’ or employees’) use of another online education site, or Udemy from offering Users the opportunity to enroll in courses other than the courses available on the Customer Account.

10. Customer and/or User Feedback. Customer and its Users may decide to send Udemy unsolicited ideas, including ideas for new promotions, products, services, applications, technologies or processes or other ideas (collectively, "Feedback"). Customer is responsible and liable for any Feedback it or its Users submit to Udemy and agrees that such feedback shall not be considered Customer Confidential Information. Customer agrees that by submitting Feedback to Udemy, including any concepts, know-how or ideas, Customer hereby grants to Udemy a perpetual, worldwide, non-exclusive, royalty- free, sublicenseable and transferable license to use, reproduce, distribute, sell, exploit, prepare derivative works of and display the Feedback for Udemy's (and its successor's) business, including without limitation, for promoting and redistributing part or all of the Feedback (and derivative works thereof) in any media formats and through any media channels whether now known or hereafter developed, without payment or accounting to Customer, Users or others. Udemy is under no obligation to evaluate, review, or use any Feedback.

11. Term/Termination. The Agreement will commence as of the Effective Date and will continue until all Order Forms hereunder have expired or have been terminated. The initial term of each subscription shall be as specified in the applicable Order Form (the “Initial Term”). Except as otherwise specified in an applicable Order Form, and with the exception of the Udemy For Business Team plan, subscriptions will renew automatically for additional terms of one (1) year until terminated by at least thirty (30) days’ notice prior to the end of the then-current term. Either party may terminate the Agreement upon thirty (30) days’ notice for a material breach unless such breach is cured during such thirty (30) day notice period. Upon termination for any reason, Customer will cease to use the Customer Account, UFB and any Subscription Courses or Marketplace Courses, and each party will cease to use the other’s Confidential Information. Sections 5-19 of this Agreement, as well as any accrued rights to payment, will survive any expiration or termination.

12. WARRANTY DISCLAIMER. UDEMY PROVIDES UFB, THE COURSES, AND OTHER MATERIALS HEREUNDER “AS IS” AND HEREBY DISCLAIMS ALL WARRANTIES RELATING TO THE SERVICE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, OR SECURITY.

13. Limitation of Remedies and Damages. UDEMY SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (B) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, OR (C) ANY LIABILITY HEREUNDER IN EXCESS OF THE FEES PAID IN THE TWELVE (12) MONTHS PRIOR TO THE DATE A CLAIM AROSE.

14. Indemnification.

14.1 For the purposes of this section, all materials that a party provides to the other or otherwise makes available pursuant to this Agreement shall be that party’s “Content.” UFB and the Site (not including the Subscription Courses or Marketplace Courses) shall be “Udemy’s Content.” The content Customer enters into the Customer Account (including Customer’s chosen URL identifier for the Customer Account), Customer Courses and Customer Personal Information shall be “Customer Content.” Marketplace Courses and Subscription Courses shall not be either party’s Content. Customer agrees to defend and indemnify Udemy for any and all claims, allegations, infringements, investigations, losses, damages and fees (including court costs and all attorneys’ fees), without the right of apportionment arising from or relating in any way to (i) a breach by Customer of the “Restrictions” in Section 5 in this Agreement, (ii) a breach by Customer of the Udemy Privacy Policy, or (iii) a third party claim that the Customer Content infringes the intellectual property rights of any third party (iv) if applicable, with respect to any Customer Content, a breach of the Customer Course Terms set forth below. Udemy agrees to defend and indemnify Customer against a third-party claim against the Customer, asserting that Udemy’s Content infringes the intellectual property rights of the third party, and shall be responsible for any portion of a judgment or settlement, as well as any court costs and attorneys’ fees, against the Customer resulting from such third-party claim. In the event that UFB becomes subject to a third-party intellectual property claim or Udemy believes it will become subject to such a claim, Udemy may elect to (i) defend or settle the claim; (ii) procure the right for Customer to continue to use UFB without material reduction in functionality; (iii) modify UFB to preclude the claim; or (iv) terminate this Agreement and refund pro rata for the remainder of the then-current term any prepaid fees.

14.2 Udemy’s indemnification obligations under Section 14.1 shall not apply to any of the Marketplace Courses or Subscription Courses (which shall not be considered either party’s Content), provided, however, that Udemy will maintain procedures to remove access to Marketplace Courses or Subscription Courses promptly after receiving notification that such materials may infringe third party rights or contain harmful or inaccurate information.

14.3 No duty provided under this Section 14 will apply unless and until an indemnified party (a) promptly tenders a claim for indemnification; (b) allows the indemnifying party sole control of the defense or settlement of the underlying claim; and (c) reasonably assists with any defense or settlement of the underlying claim at the indemnifying party’s request and expense. THE PROVISIONS OF THIS SECTION 14 STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF UDEMY TO CUSTOMER WITH RESPECT TO A CLAIM THAT UDEMY’S CONTENT INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.

15. Export Compliance. The Site, UFB, UFB Administrator Tools, Insights, and any other Udemy technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that neither it nor any of its Users are named on any U.S. government denied-party list. Customer shall not permit any User to access or use any Site, UFB, UFB Administrator Tools, and any other Udemy technology in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.

16. Anti-Corruption. Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from a Udemy employee or agent in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, it shall use reasonable efforts to promptly notify Udemy’s Legal Department at legal@udemy.com.

17. Publicity. Udemy may include Customer in a list of customers and identify that Customer is a user of UFB, post Customer’s name and logo on its website, and, with Customer’s consent, in promotional materials, subject to Customer’s usage standards.

18. Miscellaneous. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly cancelled. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be deemed null and void, and the remaining provisions of this Agreement shall remain in effect. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by either party without consent, except in connection with an acquisition of that party, or merger or other change of control transaction. This Agreement shall be governed by the laws of the State of California without regard to its conflicts of laws provisions and any legal claim, suit, action or proceeding arising out of this Agreement or the matters contemplated hereunder or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule and shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the City and County of San Francisco, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. EACH PARTY RECOGNIZES THAT THE DISCLAIMERS, LIABILITY LIMITS AND REMEDIES SET FORTH HEREIN ARE MATERIAL, BARGAINED FOR BASES FOR EACH PARTY’S DECISION TO ENTER INTO THIS AGREEMENT.

19. Health and Wellness Courses. Customer agrees, on behalf of its Users, that by purchasing, enrolling and/or participating in any health, wellness and fitness course(s), events, activities, and other programs (the “Health and Wellness Course(s)”), Users, on behalf of themselves, their heirs, personal representatives and/or assigns, that there are certain inherent risks and dangers in the strenuous nature of the Health and Wellness Course(s). Customer and Users acknowledge that Users have voluntarily chosen to participate in a program of physical exercise. Customer and Users acknowledge that Udemy and the instructor of the Health and Wellness Course strongly recommend that Users consult with a physician prior to commencing any Health Course. Customer and Users also acknowledge that some of these risks cannot be eliminated regardless of the care taken to avoid injuries. Customers and Users further acknowledge that the specific risks vary from one activity to another, but range from (1) minor injuries such as scratches, bruises, and sprains; (2) major injuries such as eye injury or loss of sight, joint or back injuries, heart attacks, and concussions; and (3) catastrophic injuries including paralysis and death. At all times, Users shall comply with all stated and customary terms, safety signs, rules, and verbal instructions given to Users. In consideration of being allowed to participate in and access the Health and Wellness Course(s), Customer and Users hereby (1) agree to assume full responsibility for any and all injuries or damage which are sustained or aggravated by Users in relation to the Health and Wellness Course(s), (2) release and hold harmless the Health and Wellness Course instructor, Udemy, subsidiary affiliate entities and franchisees, and each of their respective members, employees and representatives and agents, and each of their respective successors and assigns and all others, from any and all responsibility, claims, actions, suits, procedures, costs, expenses, damages, and liabilities to the fullest extent allowed by law arising out of or in any way related to participation in any Health and Wellness Course(s), and (3) represent that Users (a) have no medical or physical condition that would prevent Users from properly using any of the Health and Wellness Course(s), (b) do not have a physical or mental condition that would put you in any physical or medical danger, and (c) have not been instructed by a physician to not participate in physical exercise. Users acknowledge that if they have any chronic disabilities or conditions, they are at risk in participating in the Health and Wellness Course(s), and should not be participating in any such classes.

Additional Terms for Optional Features

CUSTOMER COURSES

By electing Customer Courses on an Order Form and uploading Customer Courses to the Customer Account, the following terms shall be incorporated into this Agreement:

Customer, acting as an Instructor, represents, warrants, and covenants to Udemy that:

1. Customer shall be responsible for all Customer Courses;

2. Customer shall own or have the necessary licenses, rights, consents, and permissions, and the authority to authorize Udemy, to reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, promote, market and otherwise use and exploit any of the Customer Courses on and through the Customer Account in the manner contemplated hereunder;

3. No Customer Courses shall infringe or misappropriate any intellectual property right of a third party;

4. Customer will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Customer Courses or to any User;

5. Customer will not use the Customer Courses for any business other than for providing tutoring, teaching and instructional services to Students;

6. Customer will not engage in any activity that will require Udemy to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limitation, the payment of royalties for the public performance of any musical works or sound recordings;

7. Customer will not frame or embed the Customer Courses in a manner to embed a free coupon version of your course or other similar functionality intended to circumvent the Customer Account;

8. Customer will not impersonate another person or gain unauthorized access to another person's Account;

9. Customer will not interfere with or otherwise prevent other Instructors from providing their services or courses; and

10. In addition, Customer agrees that any Customer Courses shall be considered Customer Content under Section 14 of the Agreement (Indemnification).

SINGLE SIGN-ON

By electing Single Sign-On on an Order Form the following terms shall be incorporated into this Agreement:

1. All capitalized terms not defined in these additional terms have the meanings given to them in the Agreement.

2. In these additional terms:

a. “SSO” or “Single Sign-On” means a capability that makes it possible for Users to log in to UFB without the need to disclose user passwords to Udemy.

b. “SSO Data” means email, password and other information about Customer and its Users that Customer must supply to the SSO Provider.

c. “SSO Provider” means a third party engaged by Udemy, currently Ping Identity Corporation, that authenticates the SSO Data and permits access to UFB.

3. Udemy will make access to UFB available by SSO. To access UFB through SSO, both Udemy and Customer must use the same authentication method. Udemy’s SSO capability uses Secure Assertion Markup Language (SAML) as its authentication method, so Customer will need to be able to provide SSO Data through SAML to access UFB through SSO. Once Customer is able to provide SSO Data in SAML format, Users may log into the Customer Account by providing their individual SSO Data to the SSO Provider, which will authenticate them and allow or deny access to the Customer Account. Using SSO ensures that none of the SSO Data is provided directly to Udemy, minimizes the amount of Customer information resident on Udemy systems, and thereby increases security. In this arrangement, the SSO Provider is engaged by Udemy to provide the authentication services, and Udemy assumes responsibility for the SSO Provider as a subcontractor for compliance with the relevant terms of this Agreement as to the SSO Data. Customer is responsible for ensuring that its systems are capable of providing SSO Data in SAML format. Customer may elect to implement SSO internally, or through a third party provider. To maintain the increased security enabled by SSO, Udemy never has access to Customer systems, and so Udemy assumes no obligation or responsibility under this Agreement in connection with those systems or any implementation of SSO on those systems. Each party is responsible for their costs and expenses associated with implementation of SSO, that is, Udemy is responsible for costs of implementation of SSO on Udemy systems and for the SSO Provider’s fees for providing authentication services, and Customer is responsible for costs of implementation of SSO on Customer systems and for any costs associated with third parties that Customer might engage to implement SSO on its systems.

4. Udemy will invoice Customer for SSO pursuant to the Order Form. If Customer wishes to add Users to SSO beyond the number of Users shown in the Order Form, the price per User will be subject to additional fees and a minimum increment of Users. SSO is billed only on an annual basis. Customer shall pay all fees for SSO in accordance with the terms of the Agreement.

COURSE API

By electing Course API on an Order Form the following terms shall be incorporated into this Agreement:

1. All capitalized terms not defined in these additional terms have the meanings given to them in the Agreement.

2. In these additional terms:

a. “Course API” means an application programming interface that Udemy makes available to Customer to access certain information relating to Subscription Courses, Marketplace Courses, and Customer Courses.

b. “API Course Data” means any and all information available through the Course API.

3. Grant of License and Restrictions. Subject to all the terms herein and the Agreement and payment of the Course API Fee, Udemy grants Customer a nonsublicensable, nonexclusive, right use the Course API solely in connection with Customer’s access and use of UFB and the Customer Account, in object code form only, for internal, non-commercial purposes. Except for backup purposes, Customer will not copy the Course API. Udemy retains ownership of the Course API, all copies or portions, and all rights therein. Udemy or its licensees (including without limitation instructors) retain ownership of all API Course Data. Customer will maintain the copyright notice and any other notices that appear on the Course API or API Course Data on any copies and any media. Customer will not (and will not allow any third party to) (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Course API, (ii) provide, lease, lend, use for timesharing or service bureau purposes or, otherwise use or allow others to use the Course API or API Course Data for the benefit of any third party, or (iii) use the Course API, or allow the transfer, transmission, export, or re-export of the Course API or API Course Data in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department's Office of Foreign Assets Control, or any other government agency. Udemy may, from time to time, provide updates or upgrades to the Course API, or offer support for its use, but is under no obligation to do so.

4. Warranty Disclaimer. UDEMY PROVIDES THE COURSE API “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. FURTHER, UDEMY DOES NOT WARRANT RESULTS OF USE OR THAT THE COURSE API IS BUG FREE OR THAT ITS USE WILL BE UNINTERRUPTED OR PRODUCE ANY RESULTS.

5. Udemy will invoice Customer for the Course API pursuant to the Order Form. Customer shall pay all fees for the Course API in accordance with the terms of the Agreement

REPORTING API

By electing Reporting API on an Order Form the following terms shall be incorporated into this Agreement:

1. All capitalized terms not defined in these additional terms have the meanings given to them in the Agreement.

2. In these additional terms:

a. “Reporting API” means an application programming interface that Udemy makes available to Customer to access certain information relating to Customer and its Users’ use of UFB and the Customer Account.

b. “API Data” means any and all information available through the Reporting API.

c. “API Course Data” means any information available through the Reporting API that is part of Subscription Courses, Marketplace Courses, or Customer Courses, including, without limitation, the title, instructor, description, URL and content.

3. Grant of License and Restrictions. Subject to all the terms of this Attachment and the Agreement and payment of the Reporting API Fee, Udemy grants Customer a nonsublicensable, nonexclusive, right use the Reporting API solely in connection with Customer’s access and use of UFB and the Customer Account, in object code form only, for internal, non-commercial purposes. Except for backup purposes, Customer will not copy the Reporting API. Udemy retains ownership of the Reporting API, all copies or portions, and all rights therein. Udemy or its licensees (including without limitation instructors) retain ownership of all API Course Data. Customer retains ownership of any API Data that is not API Course Data, subject to the limitations set forth in the Agreement and applicable law. Customer will maintain the copyright notice and any other notices that appear on the Reporting API or API Course Data on any copies and any media. Customer will not (and will not allow any third party to) (iii) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Reporting API, (iv) provide, lease, lend, use for timesharing or service bureau purposes or, otherwise use or allow others to use the Reporting API or API Course Data for the benefit of any third party, or (iii) use the Reporting API, or allow the transfer, transmission, export, or re-export of the Reporting API or API Course Data in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department's Office of Foreign Assets Control, or any other government agency. Udemy may, from time to time, provide updates or upgrades to the Reporting API, or offer support for its use, but is under no obligation to do so.

4. Warranty Disclaimer. UDEMY PROVIDES THE REPORTING API “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. FURTHER, UDEMY DOES NOT WARRANT RESULTS OF USE OR THAT THE REPORTING API IS BUG FREE OR THAT ITS USE WILL BE UNINTERRUPTED OR PRODUCE ANY RESULTS.

5. Udemy will invoice Customer for the Reporting API pursuant to the Order Form. Customer shall pay all fees for the Reporting API in accordance with the terms of the Agreement.