Udacity Enterprise License Terms for Generative AI Scholars Program

For employers that are purchasing licenses to Udacity’s training programs for their employees, these terms set forth the means by which your employees may receive access to the Udacity platform and offerings, and the terms and conditions for its provision (also referred to as the "Agreement").

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR EXECUTING A KEY TERMS SCHEDULE, ORDER FORM OR OTHER ORDER DOCUMENT REFERENCING THIS AGREEMENT; FURTHER, BY PROVIDING YOUR ACCESS TO THE SERVICES TO YOUR EMPLOYEES, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT PARTICIPATE IN UDACITY’S SERVICES OR OFFERINGS. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.

For purposes of these terms, and your access, you, the employer shall be referred to as the "Customer." The terms and conditions found herein are intended for incorporation by reference into the invoice, purchase order or other ordering document if entered into between Udacity and Customer or provided to Customer.

This Agreement grants a license to Customer to access the Generative AI Scholars Program learning path on the Udacity Platform (as defined below) pursuant to the terms and conditions set forth herein and the applicable Order Form.

1. ORDERS. Subsequent orders of licenses for the Online Course may be placed through additional Order Forms under this Agreement. This Agreement shall govern Customer’s initial purchase as of the Effective Date of the applicable Order Form as well as any future purchases made by Customer that reference this Agreement.

2. DEFINITIONS.

“Affiliate” means an entity that controls, or is under the common control of, another entity such as a subsidiary, parent, or other affiliated entity or business. For purposes of this definition, “control” means having ownership of the majority of voting stock or assets of another entity or business.

“Applicable Data Privacy Laws” shall mean applicable national, federal, state and provincial laws relating to data privacy, the protection of personal information or data, and the cross-border transfer of personal information or data, including, without limitation, the California Consumer Privacy Act (“CCPA”), the General Data Protection Regulation (“GDPR”), and any European Union law or regulation that may be enacted to replace the EU Directive or the GDPR.

“Course Materials” means materials made available by Accenture in connection with an Online Course, including, as applicable, course descriptions, course videos, readings, exercises, interactive features, student projects or other content.

“Customer Personal Data” shall mean Registration Data (i.e., name and email address of each student) provided by Customer to Accenture for the purpose of enrolling students to Udacity Platform. Accenture does not receive any additional personal data from Customer other than data herein defined.

“Online Course” means an online learning program for or related to Foundation Models in Machine Learning and Artificial Intelligence consisting of Course Materials. Online Courses may be provided through the Udacity Platform, Third-Party Tools or other means designated by Accenture.

“Order Form” means a document incorporated into this Agreement or subsequently entered into under this Agreement.

“Purchase Order” means a document supplied by Customer for their internal administrative purposes to support Customer’s accounting records and facilitate payment of invoices as set forth in Section 5. (Fees and Payments) below.

“Seat/User License” means access to the Online Courses during the applicable Seat/User License Subscription Term.

“Seat/User License Subscription Term” means the duration of Online Course access designated on the applicable Order Form.

“Services” means, without limitation, all information, content, services, and materials made available through any Accenture or Accenture owned and differently branded (such as “Udacity”) website, social media channels, or other online or onsite channels that enable Students to participate in any Accenture online educational programs, Online Courses and related services, or any part thereof.

“Specifications” means either a specific document describing the services, or “descriptions, instructions, and/or documentation related to the delivery of the Services set forth in the applicable Accenture Website.”

“Student” means a named enrollee in an Online Course.

“Third-Party Tools” means any non-Accenture website, application, software, or technology used in the provision of the Services, including but not limited to messaging, communications platforms, online resources and repositories, or programming language tools, translators or compilers.

“Udacity Platform” means the Udacity online learning platform accessible through www.udacity.com(opens in a new tab) or any other sites or services identified by Accenture from time-to-time.

“Udacity User Terms” means the then-current version of Udacity’s Enterprise student terms of use at www.udacity.com/legal/enterprise-student-tou(opens in a new tab), privacy policies, user conduct code, honor code and other policies applicable to Students.

“Website” means www.udacity.com(opens in a new tab), classroom.udacity.com(opens in a new tab), www.knowlabs.com(opens in a new tab) or other websites owned by Accenture and licensed under this Agreement.

3. LICENSE TO THE UDACITY PLATFORM.

3.1 License Grant. Subject to Customer’s compliance with this Agreement, Accenture hereby grants Customer, including Students, worldwide, non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license (a) to access, internally use and display the Services, including the content, at Customer’s location solely as necessary to participate in the Online Courses as permitted hereunder and indicated in the applicable Order Form, and (b) to download available Course Materials, if any, but specifically not to download any video elements. Customer must abide by all copyright notices, in any Online Course, or in the Course Materials. Customer may not delete any attributions, legal or proprietary notices on the Websites, in the Online Courses, or on the Course Materials. Customer is responsible under this Agreement for non-compliance with usage rights by its Students.

3.2 Customer Obligations.

3.2.1 Customer may use the Udacity Platform only in accordance with the Agreement (including any Order Form) for its internal business purposes. Customer shall keep user ID and password information strictly confidential and not share such information with any unauthorized persons. Customer will not (and will not allow anyone else to): (a) rent, lease, copy, disclose, provide access to or sublicense the Udacity Platform; (b) use the Udacity Platform for the benefit of or to provide any service to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Udacity Platform, except to the extent expressly permitted by applicable law (and then only upon advance notice to Accenture); (d) remove any product-identification or proprietary notice or legend from the Udacity Platform; (e) publicly disseminate information regarding the performance of the Udacity Platform.

3.2.2 Customer shall use industry-standard administrative, physical, and technical safeguards to protect the Online Courses from unauthorized access, use, or disclosure, treat the Online Course material as Confidential Information, and expressly inform its Students that downloading of video content is expressly forbidden. Students may not access the Website or access the Online Courses in an unauthorized manner, and Customer must bind its Students legally to the provisions herein. Customer shall have the obligation to monitor for unauthorized use by Students and immediately report to Udacity any suspected unauthorized use by any Student.

3.2.3 Customer acknowledges and agrees that should Accenture become aware, either on its own monitoring, or by Customer notification, of a violation of any provisions of this Section 3, Accenture will have the right to restrict/suspend any access of Customer’s Students to the Udacity Platform and the Online Courses, and in such case Customer will not receive a refund of fees.

4. STUDENT SUCCESS ACKNOWLEDGMENT.

4.1 Accenture’s provision of Online Courses is dependent on Customer identifying suitable Students and ensuring that such Students have sufficient time allocated in their schedules to complete Online Courses prior to the end of the applicable Seat/User License. Customer acknowledges that Accenture is not responsible for any Student not completing an Online Course during the applicable Seat/User License, and Customer shall be required to inform Students course completion is required within 120 days from the Student’s registration for an Online Course.

5. FEES AND PAYMENTS.

5.1. Fees. All fees are as set forth in the applicable Order Form and shall be paid by Customer within thirty (30) days of invoice, unless otherwise specified in the applicable Order Form. Except as expressly set forth in Section 7 (Limited Warranty), and Section 10 (Indemnification), all fees are non-refundable. Customer is required to pay any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Accenture. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less. Accenture may enter into purchase orders directly from or with Customer’s Affiliates, who shall then be subject and party to this Agreement as if they were the Customer; provided however, Customer shall be a guarantor of all purchases by its Affiliates.

5.2. Customer Purchase Orders. No provision of any Customer Purchase Order or other business form employed by Customer will supersede the terms and conditions of the Agreement, and any such document relating to the Agreement shall be for administrative purposes only with no legal effect. If no Purchase Order number is supplied by Customer, Customer agrees to timely pay a proper submitted invoice without reference to a Purchase Order number.

6. TERM AND TERMINATION.

6.1. Term. The Agreement (including these Enterprise License Terms) is effective as of the Effective Date and expires on the date of expiration or termination of the Seat/User License Subscription Term.

6.2. Termination for Cause. Either party may terminate the Agreement (and all related Order Forms) 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; (c) if any license agreement under which the Accenture Materials are provided to Accenture are terminated for any reason; or (d) 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).

6.3. Effect of Termination of Agreement. Upon any expiration or termination of the applicable Seat/User License, or the Agreement, Customer shall immediately cease any and all use of and access to Accenture Materials made available in connection with the applicable Seat/User License, including the Udacity Platform and any Online Course. In the event of termination pursuant to Section 6.2(c), Students will have up to 120 days from the date of notice of termination to complete the Online Courses. Customer acknowledges that following termination it shall have no further access to any Accenture Materials, and that Accenture may delete any such data as may have been stored by Accenture at any time. Furthermore, Customer acknowledges that upon any expiration or termination of the applicable Seat/User License, or the Agreement, Students will not be able to access or complete any Online Course in progress. Except where an exclusive remedy is specified, the exercise of either party of any remedy under the Agreement, including termination, will be without prejudice to any other remedies it may have under the Agreement, by law or otherwise.

6.4. Survival. The following Sections shall survive any expiration or termination of the Agreement: 3.2 (Customer Obligations), 5 (Fees and Payment), 6 (Term and Termination), 7.2 (Warranty Disclaimer), 8.1 (Accenture Materials), 9 (Limitation of Remedies and Damages), 10 (Indemnification), 11 (Confidential Information) 12 (Data Privacy) and 14 (General Terms).

7. LIMITED WARRANTY.

7.1. Limited Warranty. Accenture warrants, for Customer’s benefit only, that it will provide the Online Courses in substantial accordance with the Specifications, including any descriptions set forth on the applicable Order Form. Accenture’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, at no charge to Customer, for Accenture to use commercially reasonable efforts to correct the reported non-conformity, or if Accenture determines such remedy to be impracticable, Accenture may terminate the applicable Seat/User License and Customer shall receive as its sole remedy a refund of any fees Customer has pre-paid for use of such Seat/User License for the terminated portion of the applicable Seat/User License. The limited warranty set forth in this Section 7.1 shall not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity, or (ii) to access to Online Courses provided on a no-charge or evaluation basis.

7.2. Warranty Disclaimer.

a) EXCEPT FOR THE LIMITED WARRANTY IN SECTION 7.1, ALL ONLINE COURSES AND PERFORMANCE DATA ARE PROVIDED “AS IS”. NEITHER ACCENTURE NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. ACCENTURE DOES NOT WARRANT THAT CUSTOMER’S OR ANY STUDENT’S USE OF ANY ONLINE COURSE WILL BE UNINTERRUPTED OR ERROR-FREE. ACCENTURE SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF ACCENTURE. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

b) ACCENTURE DOES NOT REPRESENT OR WARRANT THAT THE ONLINE COURSES WILL BE ACCURATE, COMPLETE OR CURRENT, MEET CUSTOMER’S NEEDS OR ACHIEVE CUSTOMER’S DESIRED RESULTS OR THAT ANY STUDENT WILL SUCCESSFULLY COMPLETE AN ONLINE COURSE. ACCENTURE IS NOT RESPONSIBLE FOR ANY DECISIONS CUSTOMER MAKES BASED ON PERFORMANCE DATA.

7.3. Third-Party Tools. Accenture may utilize Third-Party Tools (including, for example, Slack, GitHub or YouTube) as the subject matter, as tools related to the subject matter, or to deliver elements of Online Courses. These Third-Party Tools are neither included in nor provided as part of the Online Course or Seat/User License. While using Third-Party Tools Students may be subject to such providers’ terms and conditions, and, in any event, Accenture is not responsible for the operation of, or any changes to, Third-Party Tools or the acts or omissions of Third-Party Tool providers.

8. INTELLECTUAL PROPERTY RIGHTS.

8.1. Accenture Materials. Customer agrees that Accenture or its Affiliates, or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) or have licensed same in and to Online Courses, including training videos, Course Materials and the Udacity Platform, performance data, and any and all related and underlying technology, content and documentation; and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, “Accenture Materials”). Except for the limited License rights expressly set forth in the Agreement, and not withstanding any use of the words “purchase”, “sale” or like terms, no other rights in any Accenture Materials are granted to Customer.

9. LIMITATION OF REMEDIES AND DAMAGES.

9.1. Consequential Damages Waiver. EXCEPT FOR ANY CLAIM , DAMAGES, OR LIABILITY ARISING FROM A PARTY’S BREACH OF ITS OBLIGATIONS IN SECTION 11 (CONFIDENTIAL INFORMATION), OR INDEMNIFICATION OBLIGATIONS, OR A BREACH OF SECTION 3. NEITHER PARTY (NOR ITS SUPPLIERS) SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

9.2. Liability Cap. ACCENTURE’S AND ITS SUPPLIERS’ ENTIRE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO ACCENTURE UNDER THIS LICENSE AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM UNDER THE AGREEMENT.

9.3. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 9 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in the Agreement is found to have failed of its essential purpose.

10. INDEMNIFICATION.

10.1. Accenture Indemnification. Accenture shall defend Customer from and against any claim by a third party alleging that an Online Course when used as authorized under the Agreement infringes a copyright or trademark and shall indemnify Customer from and against any damages and costs awarded against Customer or agreed in settlement by Accenture (including reasonable attorneys’ fees) resulting from such claim, provided that Accenture shall have received from Customer: (i) prompt written notice of such claim (but in any event notice in sufficient time for Accenture to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Customer. If Customer’s use of an Online Course is (or in Accenture’s opinion is likely to be) enjoined, if required by settlement or if Accenture determines such actions are reasonably necessary to avoid material liability, Accenture may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using such Online Course; or if (a) and (b) are not commercially reasonable, (c) terminate the Agreement and refund to Customer the fees paid by Customer for the portion of the Online Course that was paid by Customer but not rendered by Accenture. The foregoing indemnification obligation of Accenture shall not apply: (1) if such Online Course is modified by any party other than Accenture, but solely to the extent the alleged infringement is caused by such modification; (2) if such Online Course is combined with products or processes not provided by Accenture, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of such Online Course; (4) to any action arising as a result of Third-Party Tools or any third-party deliverables or components contained within such Online Course; or (5) if Customer settles or makes any admissions with respect to a claim without Accenture’s prior written consent. THIS SECTION 10 SETS FORTH Accenture’s AND ITS SUPPLIERS’ SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

10.2. Customer Indemnification. Customer shall indemnify, defend and hold harmless Accenture, its subsidiaries and affiliates, and each of their officers, directors, agents, employees, and assignees from any and all claims, liabilities, expenses and damages, including reasonable attorneys’ fees and costs, made by any third party relating to or arising out of Customer’s, including Students, (a) use or attempted use of the Services in violation of this Agreement, (b) use or attempted use of any code, program, data, information or any other Course Materials provided through the Services in a manner inconsistent with this Agreement, (c) violation of any law, or regulations (d) posting or otherwise making available to Customer, or Student, created material on or through the Services, including without limitation any claim of infringement of intellectual property or other proprietary rights, or (e) making available (in any form whatsoever) the Course Materials or any other content from the Udacity Platform or Online Courses to anyone outside of Customer or its Affiliates. (f) any act of negligence or intentional misconduct by the Customer, its employees, officers, directors and/or agents, or its Students in connection with this Agreement, including its Students’ failure of performance or failure to comply with the terms of this Agreement.

11. CONFIDENTIAL INFORMATION. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, Online Course, technical and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Accenture Materials and the terms and conditions of the Agreement shall be deemed Confidential Information of Accenture without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under the Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Accenture, the subcontractors referenced in Section 14.8), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 11 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 11. The Receiving Party’s confidentiality obligations shall not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

12. DATA PRIVACY. The parties acknowledge that any registration data (i.e., name and email address) for Students who reside in the EEA shall be subject to General Data Protection Regulations of the European Union (“GDPR”). With respect to registration data as between Customer and Accenture, Accenture will be considered a Data Processor and Customer the Data Controller; and Accenture agrees to the terms of EU Standard Contractual Clauses (Processor) at https://www.udacity.com/en-US/legal/standard-contractual-clauses-and-uk-addendum(opens in a new tab).

13. CO-MARKETING. During the Term, Customer grants Accenture the right to include Customer’s name and logo on a list of Accenture customers provided however that any press releases or other public statements published by either party regarding the parties’ relationship or this Agreement shall be agreed by the parties in writing prior to such publication.

14. GENERAL TERMS.

14.1. Assignment. The Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign the Agreement without the advance 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 14.1 will be null and void.

14.2. Severability. If any provision of the Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that the Agreement shall otherwise remain in effect.

14.3. Governing Law; Jurisdiction and Venue. The Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in Santa Clara County, California and both parties hereby submit to the personal jurisdiction of such courts.

14.4. Notice. Any notice or communication required or permitted under the Agreement shall be in writing to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section 14.4 and shall be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.

14.5. Amendments; Waivers. 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.

14.6. Entire Agreement. The Agreement 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 the Agreement. Customer acknowledges that the Online Course are online, License-based products, and that in order to provide improved customer experience Accenture may make changes to the Online Course.

14.7. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under the Agreement (except for a failure to pay fees for services rendered) if the delay or failure is caused by unforeseen events that occur after the signing of the Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, pandemic, epidemic, substantial failure or diminishment of electricity, telecommunications networks, or refusal of a license by a government agency.

14.8. Subcontractors. Accenture may use the services of third-party instructors, mentors, reviewers and other subcontractors and permit them to exercise the rights granted to Accenture in order to provide the Online Courses and the Udacity Platform under the Agreement, provided that Accenture remains responsible for (i) compliance of any such subcontractor with the terms of the Agreement and (ii) for the overall performance of Accenture as required under the Agreement.

14.9. Subpoenas. Nothing in the Agreement prevents Accenture from any disclosures to the extent required by law, subpoenas, or court orders, however Accenture will use commercially reasonable efforts to notify Customer where permitted to do so.

14.10. Independent Contractors. The parties to the Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

14.11. Compliance with Laws/ Export Control. The Parties acknowledge and agree that each Party shall comply with the laws and regulations that are applicable to such Party in the jurisdiction in which it is located, including, without limitation export control, non-discrimination, data privacy, immigration and sanctioned parties or transactions as well as any necessary consents, permissions or licenses thereof. In its use of the Udacity Platform, Customer agrees to comply with all export and import laws and regulations of the U.S. and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (ii) Customer shall not knowingly designate any employees as Students in violation of U.S. export laws, and (iii) Customer shall not submit to the Udacity Platform any information that is controlled under the U.S. International Traffic in Arms Regulations.