AFFILIATE OPERATING AGREEMENT
THIS IS A LEGAL AGREEMENT (THE “AGREEMENT”) BETWEEN YOU ("YOU" OR "THE
AFFILIATE") AND UDEMY, INC. ("WE" OR "UDEMY"). BY CLICKING ON THE "I ACCEPT"
BUTTON AT THE END OF THIS AGREEMENT YOU ARE AGREEING THAT YOU
HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR
EACH TERM AND CONDITION.
This Agreement will govern your participation in Udemy's Affiliate Program.
The purpose of this Agreement is to allow You to make referrals from Your
website to the Udemy website in the manner set forth herein and earn referral
2. Enrollment in the Affiliate Program
(a)Acceptance of Your Application. You understand that We may accept or
reject Your application at Our sole discretion. Your application will be
rejected if any of the information You provide is incorrect or incomplete, or
if Your website promotes materials of a sexual, pornographic, violent, or
defamatory nature, or if You or Your website discriminate, violate any
applicable law, violate any person's intellectual property rights.
(b)You Must Register with Digital Window Limited: Udemy operates its
Affiliate Program through Digital Window Limited (“DWL”) using the applicable
DWL network ("Network") for establishing affiliate referral opportunities
("Engagements") and the amounts You can earn ("Fees"). You will need to
register through DWL at http:// http://darwin.affiliatewindow.com
Notwithstanding such registration, this Agreement is solely between You and
Udemy. Neither DWL nor any of its corporate affiliates are parties to this
Agreement or have any obligations hereunder. Your relationship with DWL is
governed solely by the agreement set forth by DWL when You register; Udemy is
not a party to such agreement and has no obligations under it.
3. Once You Have Enrolled, What You Have to Do
(a) Offers and Engagements: From time to time, We may post on the Network
offers (each, an "Offer") to pay Affiliates a specified Fee in return for
sales generated from a Qualifying Link (defined below). If You accept an
Offer, We will have entered into an "Engagement." Each Engagement shall have
the same identification number as the original Offer that led to the
Engagement and shall be governed by the terms and conditions of this
Agreement. However, in the event of any inconsistency between the terms of
the specific Engagement and the terms of this Agreement, the terms of the
Engagement shall govern. We may, however, with or without notice (i) change,
suspend or discontinue any aspect of an Offer or an Engagement or (ii)
remove, alter, or modify any graphic or banner ad that we have submitted for
an Offer or an Engagement. You agree to promptly (and in any case within 24
hours) implement any request from Us to remove, alter or modify any such
graphic or banner ad, or any Qualifying Link.
(b)Cooperation: You agree to cooperate with Udemy fully to establish and
maintain Qualifying Links and otherwise comply with the terms and conditions
of the Affiliate Program.
(c)Site Maintenance: The maintenance and the updating of Your website will be
Your responsibility. It will be necessary for You to consult the Network
routinely to maintain consistency and accuracy of Your Qualifying Links and
the Engagements. We may monitor Your website as we feel necessary to make
sure it is up-to-date and to notify You of any changes we feel should be
made, which changes You will promptly implement.
(d)Compliance With All Laws: It is entirely Your responsibility to follow all
applicable copyright and other laws that pertain to Your website. You must
have express permission to use any person's copyrighted material, whether it
is a writing, an image, or any other copyrightable work. We will not be
responsible if You use another person's copyrighted material in violation of
(e)No Representations: You agree not to make any representations, warranties
or other statements concerning Udemy, DWL, or any of Our or DWL’s products,
services, sites, or policies, except as expressly authorized by an
(f)Site Look-And-Feel: You must ensure that Your site does not in any way
copy or emulate the Udemy site in look or feel, or incorporate any elements,
domain names and the like that could be confusingly similar to any Udemy
marks, brands, names or logos. Nor will You take any action or make any
statements to create the impression that Your site is part of or endorsed by
(g)Problems and Other Notifications: You are responsible for notifying Udemy
and DWL of any malfunctioning of the URLs specified in the Engagement (the
"Required URLs") or other problems with Your participation in the Engagement.
We will respond promptly to all concerns upon receipt of Your notification.
We and DWL may rely on any data, notice, instruction or request furnished by
You which is reasonably believed to be genuine and to have been sent or
presented by a person reasonably believed to be authorized to act on behalf
(h)Hardware and Resources: Neither Udemy nor DWL has undertaken to
provide any external hardware, resources or servers and specifically
disclaims any obligation as to the availability, quality or performance of
such resources or whether they may contain any defects which may affect Your
ability to act as an Affiliate. Neither Udemy nor DWL shall be responsible
for provision of any communications facilities or the costs associated with
4. As an Affiliate, What You Receive
(a)Fees: We will pay You the Fees specified in the Engagement if We sell to a
visitor to Our site (a "Customer") a product or service that is the subject
of the Engagement and if that Customer has accessed Our site and purchased
the product or service via a Qualifying Link and not subsequently returned or
failed to pay for such product or service before payment is due. All
commissions paid shall be paid on gross revenue to Udemy less any discounts
or coupons and exclusive of taxes, shipping and handling and credit card (and
(b)Qualifying Links: A "Qualifying Link" is a link from Your site to Our site
using one of the Required URLs or any other URL provided by Us in the Network
if it is the last link to Our site that the Customer uses during a Session
where a sale of a product or a service to Customer occurs. A "Session" is the
period of time beginning from a Customer's initial contact with Our site via
a link from Your site and terminating when the Customer either returns to Our
site via a link from a site other than Your site or the Return Window (as
defined in Udemy policies) expires.
(c)Accepting Orders: Udemy shall have the sole right and responsibility for
processing all orders made by Customers. You acknowledge that all agreements
relating to sales to Customers shall be between Udemy and the Customer.
Prices for the products will be set solely Us in Our discretion.
(d)Fee Determinations: All determinations of Qualifying Links and whether a
Fee is payable will be made by DWL following Our instructions in the Offer,
and will be final and binding on both You and Us.
5. Ownership and Licenses.
(a)Each party owns and shall retain all right, title and interest in its
names, logos, trademarks, service marks, trade dress, copyrights and
proprietary technology, including, without limitation, those names, logos,
trademarks, service marks, trade dress, copyrights and proprietary technology
currently used or which may be developed and/or used by it in the future.
(b)We grant to You a revocable, non-exclusive, worldwide license to use,
reproduce and transmit the name, logos, trademarks, service marks, trade
dress and proprietary technology, as designated in the Engagement or during
the registration process in the Network, on Your site solely for the purpose
of creating links from Your site(s) to Our site(s) during Engagements. Except
as expressly set forth in this Agreement or permitted by applicable law, You
may not copy, distribute, modify, reverse engineer, or create derivative
works from the same. You may not sublicense, assign or transfer any such
licenses for the use of the same, and any attempt at such sublicense,
assignment or transfer is void.
(c)You grant to Us a non-exclusive, worldwide, royalty-free license to use,
reproduce and transmit any graphic or banner ad submitted by You solely for
co-branding purposes or as a return link from Our site(s) to Your site(s). We
will remove such graphic or banner ad upon Your request.
(a)Either party may terminate any Engagement at any time by deleting their
acceptance of the Engagement through the Network. Termination of an
Engagement shall not terminate this Agreement or any other Engagement.
(b)Either party may terminate this Agreement at any time, for any reason, by
written notice to the other party. Termination of this Agreement shall also
terminate any outstanding Engagements. However, all rights to payment, causes
of action and any provisions which by their terms are intended to survive
termination, shall survive termination of this Agreement.
(a)Each party represents to the other that (a) it has the authority to enter
into this Agreement and sufficient rights to grant any licenses granted
hereby, and (b) any material which is provided to the other party and
displayed on the other party's site will not (i) infringe on any third
party's copyright, patent, trademark, trade secret or other proprietary
rights or right of publicity or privacy; (ii) violate any applicable law,
statute, ordinance or regulation; (iii) be defamatory or libelous;
(iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair
competition, antidiscrimination or false advertising; (vi) promote violence
or contain hate speech; or (vii) contain viruses, trojan horses, worms, time
bombs, cancelbots or other similar harmful or deleterious programming
(b)EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY
REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED
TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
(a)You agree to indemnify and hold harmless Udemy, DWL and their
employees, representatives, agents, and affiliates, against any and all
claims, suits, actions, or other proceedings brought against them based on or
arising from any claim resulting from your breach of this Agreement or
relating to Your conduct in connection with any Offer or Engagement. You will
pay any and all costs, damages, and expenses, including, but not limited to,
reasonable attorneys' fees and costs awarded against or otherwise incurred by
us in connection with or arising from any such claim, suit, action, or
(b)In the event of any dispute between the parties, the parties agree that to
the extent the parties contact and involve DWL, DWL may consult with and use
counsel of its own choice in connection with such dispute and the reasonable
fees and disbursements of DWL’s counsel shall be within the costs and
disbursements covered by the indemnity specified above. The parties agree
that DWL is an intended third party beneficiary of this Agreement.
9. Limitation of Liability.
NEITHER WE NOR DWL WILL BE LIABLE TO YOU WITH RESPECT TO
ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT,
TORT, STRICT LIABILITY, OR OTHER THEORY FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST
REVENUE OR PROFITS. IN NO EVENT WILL OUR LIABILITY TO YOU ARISING
OUT OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT, STRICT
LIABILITY OR OTHER THEORY, EXCEED THE TOTAL FEES PAID TO YOU
All charges and fees provided for in this Agreement are exclusive of any
taxes, duties, or similar charges imposed by any government. Affiliate will
pay or reimburse Udemy for all federal, state, dominion, provincial, or local
sales, use, personal property, excise, value-added or other taxes, fees, or
duties arising out of this Agreement or the transactions contemplated by this
Agreement (other than taxes on Udemy’s net income).
(a)Each party shall act as an independent contractor and shall have no
authority to obligate or bind the other in any respect.
(b)This Agreement has been made in and shall be construed and enforced in
accordance with the laws of the state of California. Any action to enforce
Agreement shall be brought in the federal or state courts located in that
state. If you need to send official correspondence, send it via registered
mail to Our headquarters to the attention of Our legal department.
(c)By accepting any Offer through the Network, You agree that you will be
deemed to have executed, and will be bound by, this Agreement.
(d)The provisions of this Agreement are independent of and separable from
each other, and no provision shall be affected or rendered invalid or
unenforceable by virtue of the fact that for any reason any other or others
of them may be invalid or unenforceable in whole or in part.
(e)Udemy may modify any of the terms and conditions in this Agreement, at any
time in our sole discretion. If any modification is unacceptable to you, your
only option is to end this Agreement. Your continued participation in the
Program will indicate your acceptance of the changes.
(f)You may not assign your rights or obligations under this Agreement to any
party, and any attempt to do so will be void and without effect. We are free
to assign this
(g)You may not amend or waive any provision of this Agreement unless in
writing and signed by both parties.
(h)This Agreement represents the entire agreement between us and you, and
shall supersede all prior agreements and communications of the parties, oral