Summary

Udemy is the world’s largest marketplace for teaching and learning. Over 13 million students in 200+ countries are taking courses to advance their careers and pursue their passions. Over 45,000 courses available on-demand, 24/7, via mobile or desktop.

Primary Region

United Kingdom

Terms and Conditions

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. 

1. Overview

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 

fees.  

 

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 

the law.   

(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 

Engagement. 

(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 

Udemy.

(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 

of You. 

(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 

such communications. 

 

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 

other) fraud.  

(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. 

 

6. Termination. 

(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. 

 

7. Representations. 

(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 

routines. 

(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 

PURPOSE. 

 

8. Indemnification. 

(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 

proceeding.

(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 

HEREUNDER. 

 

10. Taxes. 

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).

 

11. General. 

(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 

this 

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 

Affiliate 

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 

Agreement.

(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 

or written.