Teams Master Subscription Agreement

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This Teams Master Subscription Agreement (this “Agreement”) governs use of the Codecademy Platform (as defined below) offered by Ryzac, Inc. (d/b/a “Codecademy”), a New York corporation having its principal place of business at 575 Broadway, Suite 500, New York, NY 10012.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, USING OR MAKING ANY PAYMENT FOR ANY PRODUCTS, OR OTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU: (A) AGREE TO THIS AGREEMENT ON BEHALF OF THE ORGANIZATION, COMPANY, OR OTHER LEGAL ENTITY FOR WHICH YOU ACT (“CUSTOMER”); AND (B) REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER AND ITS AFFILIATES (DEFINED BELOW) TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE ANY PRODUCT. If Customer and Codecademy have executed a written agreement governing Customer’s access to and use of the Codecademy Platform, then the terms of such signed agreement will govern and will supersede this Agreement.

This Agreement is effective as of the earlier of the date that Customer accepts the terms of this Agreement as indicated above or first accesses or uses the Codecademy Platform (the “Effective Date”). Codecademy reserves the right to modify or update the terms of this Agreement in its discretion, the effective date of which will be the earlier of (i) 30 days from the date of such update or modification (which can be found above) and (ii) the date of Customer’s first use of the Codecademy Platform following such update.

1. DEFINITIONS

The definitions of certain capitalized terms used in this Agreement are set forth below. Others are defined in the body of the Agreement.

Admin Tool” means the checkout link made available to certain customers on the Codecademy Platform.

Affiliate” means, with respect to an entity, any entity or person which directly or indirectly controls, is controlled by, or is under common control with that entity.

Codecademy Content” means Codecademy’s proprietary content in any form (e.g., text, images, audiovisual content, or other types of copyrightable materials) that Codecademy makes available to Customer and its Users via the Codecademy Platform.

Codecademy Platform” means Codecademy’s proprietary, Software-as-a-Service solution, which includes all software that Codecademy develops and maintains in order to provide the Codecademy Platform (including its content management and creation system and program management tools), and all modifications, updates, upgrades and derivative works to each of the foregoing.

Customer Data” means text, images, profile and login information, academic content, data, video, audiovisual content, works of authorship or other types of materials, or hyperlinks to any of the foregoing, Customer or Customer’s Authorized Users provide, post or upload to, or create on or through the Codecademy Platform.

Documentation” means the written or online documentation regarding the Products made available by Codecademy.

Malicious Code” means any software that transmits a virus, corrupted file, spyware, adware, or any other similar malicious software or program, or deploys “spiders,” “web-bots,” “screen-scrapers,” or “web crawlers” that may damage or adversely affect server or network capacity or the Codecademy Platform and its infrastructure.

Order Form” means any order document agreed to by the parties in writing, to purchase a Subscription to the Products. Certain Teams customers will use an Order Form rather than the Admin Tool.

Ordering Instrument” means the Admin Tool or the Order Form, as applicable to Customer.

Products” means the Codecademy Content, Codecademy Platform and Documentation, and all modifications, updates, upgrades and derivative works of or to each of the foregoing.

Subscription” has the meaning ascribed to it in Section 2.1.

Subscription Term” means the length of the Subscription set forth in the Codecademy Platform Ordering Instrument.

Trial Period” has the meaning set forth in Section 4.2.

Users” means individuals or entities that are authorized by Customer to use the Products.

2. LICENSE GRANTS & RESTRICTIONS

2.1 License to Use the Products. Subject to the terms of this Agreement, Codecademy grants Customer (including each User) a royalty-free, nonexclusive, nontransferable, worldwide right during each Subscription Term to use the Products set forth in the Ordering Instrument, but subject to any limitations, and up to the number of Users, identified therein ( the “Subscription”).

2.2 Restrictions. Customer will not, and will not allow any User to: (i) access (or allow a third party to access) the Products in order to monitor the availability, security, performance, or functionality of the Products, or for any other competitive purposes without Codecademy’s express written consent; (ii) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit or make the Products available to any third party, except to Users and a third party that manages Customer’s computing environment; (iii) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, copy the Codecademy Platform, or any of its components, or otherwise tamper with the Codecademy Platform or any security technology, software, or rights management information; (iv) use the Products to conduct any fraudulent, malicious, or illegal activities; (v) modify or remove any copyright, trademark or other proprietary rights notice on any Products; (vi) access or use the Products to submit or transmit any Malicious Code or to send any commercial solicitation or spam (whether commercial in nature or not); or (vii) exploit the Products in any unauthorized way whatsoever, including, without limitation, by burdening server or network capacity or Codecademy Platform infrastructure (each of (i) through (vii), a “Prohibited Use”).

2.3 Customer Lists. Codecademy may identify Customer by name and logo as a Codecademy customer on Codecademy’s website and in other promotional materials. Any goodwill arising from the use of Customer’s name and logo will inure to the benefit of Customer.

3. CODECADEMY OBLIGATIONS

3.1 General. Codecademy is responsible for providing the Products in conformance with this Agreement and applicable Documentation. During the Term, the functionality of the Products will not be materially decreased from the functionality available as of the Effective Date; Customer’s sole and exclusive remedy for Codecademy’s breach of this obligation will be for Codecademy to correct such breach.

3.2 Support. If Customer experiences any errors, bugs, or other issues in its use of the Products, then Codecademy will use commercially reasonable efforts to address the issue.

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement will commence on the Effective Date and will continue for a period of one (1) year (“Initial Term”), regardless of whether Customer has any active Subscriptions to the Products. Thereafter this Agreement will automatically renew for successive one-year periods (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless either party provides 60 days prior written notice of its intent not to renew the then-current Term.

4.2 Trial Period. Subject to the terms of the Agreement and Ordering Instrument, commencing on the Effective Date and for the period set forth in the Ordering Instrument, Customer will have the right to use the Codecademy Platform for evaluation purposes (“Trial Period“). Prior to the end of the Trial Period, Customer may terminate this Agreement without further obligation upon written notice to Codecademy (“Trial Termination Notice“). If Codecademy does not receive a Trial Termination Notice prior to the end of the Trial Period, the Subscription Term commences upon the expiration of the Trial Period, and Codecademy will charge Customer in accordance with Section 5.

4.3 Termination for Cause. Either party may terminate this Agreement or any active Subscription for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of the 30-day period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

4.4 Effect of Termination. If Customer terminates this Agreement or any active Subscription in accordance with Section 4.2, then Customer will pay Codecademy any unpaid fees covering the Subscription Term up until the date of termination. Upon termination, unless otherwise agreed by the parties in writing, Codecademy may delete all Customer Data from the Codecademy Platform.

4.5 Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 6; 8; 10; 11; and 12.

5. FEES AND PAYMENT

5.1 Fees. Customer will pay the fees for the Subscription as set forth in the Codecademy Platform Ordering Instrument. If applicable, Codecademy will submit an invoice to Customer for the Subscription. Payment will be due within thirty (30) days of the applicable invoice (“Due Date”).

5.2 Overdue Charges. If any undisputed, invoiced amount is not received by Codecademy by the Due Date, then (i) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and (ii) Codecademy may condition future Subscriptions on receipt of payment for previous Subscriptions and/or payment terms shorter than those specified previously.

5.3 Taxes. The fees payable hereunder are exclusive of any sales taxes (unless included on the invoice), or similar governmental sales tax type assessments, excluding any income or franchise taxes on Codecademy (collectively, “Taxes”) with respect to the Products provided to Customer. Customer is solely responsible for paying all Taxes associated with or arising from this Agreement.

5.4 Authorized User Fee Modifications. Codecademy may, in its sole discretion, increase or otherwise modify the fees for each Renewal Term by providing Customer notice of changes to the fees at least ninety (90) days prior to the end of the then-current term. If Customer does not agree to the new or changed fees, Customer may exercise its right not to renew the Agreement.

5.5 Renewal Fees. If Customer purchases a Subscription with automatic renewal, Customer authorizes Codecademy to use any payment information on file for the renewal fee. Unless otherwise cancelled pursuant to Section 4.1 (Term) or otherwise agreed by the parties, the Subscription will renew annually on the same day of the month or year, respectively, as the date of the initial purchase and the payment information on file will be billed for the then-current subscription fee. This purchase date will be included on Customer’s subscription confirmation receipt that will be emailed to the address provided. To disable auto-renew please talk to the Codecademy Account Manager.

5.6 Credit Card Payments. Unless otherwise agreed by the parties, Customer must provide Codecademy with a valid credit card for payment of Subscriptions. Codecademy uses a third party payment processor (“Payment Processor”) for the purposes of processing all credit card transactions related to the Products. Any and all such data collected and processed by the Payment Processor will be done so in accordance with Payment Processor’s terms of use and privacy policy. Any and all data collected and processed by Codecademy related to the Products will be done so in accordance with Codecademy’s Privacy Policy.

6. CONFIDENTIALITY

6.1 Confidential Information. Except as explicitly excluded below, any information of a confidential or proprietary nature provided by a party (“Disclosing Party”) to the other party (the “Receiving Party”) constitutes the Disclosing Party’s confidential and proprietary information (“Confidential Information”). Codecademy’s Confidential Information includes the Products, Codecademy Content and any information conveyed to Customer in connection with support. Customer’s Confidential Information includes Customer Data. Confidential Information does not include information which is (i) already known by the receiving party without an obligation of confidentiality other than pursuant to this Agreement; (ii) publicly known or becomes publicly known through no unauthorized act of the Receiving Party; (iii) rightfully received from a third party without a confidentiality obligation to the Disclosing Party; or (iv) independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.

6.2 Confidentiality Obligations. Each party will use the Confidential Information of the other party only as necessary to perform its obligations under this Agreement, will not disclose the Confidential Information to any third party, and will protect the confidentiality of the Disclosing Party’s Confidential Information with the same standard of care as the Receiving Party uses or would use to protect its own Confidential Information, but in no event will the Receiving Party use less than a reasonable standard of care. Notwithstanding the foregoing, the Receiving Party may share the other party’s Confidential Information with those of its employees, agents and representatives who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained herein (each, a “Representative”). Each party shall be responsible for any breach of confidentiality by any of its Representatives.

6.3 Additional Exclusions. A Receiving Party will not violate its confidentiality obligations if it discloses the Disclosing Party’s Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.

7. DATA PROTECTION

7.1 Customer Data. In connection with its use of the Products, Customer may transfer Customer Data to Codecademy. Codecademy will use Customer Data exclusively for the purpose of providing the Products to Customer, and Customer grants Codecademy a limited license during the Subscription Term to use Customer Data to do so. Codecademy will process any such Customer Data in accordance with Codecademy’s Privacy Policy (located here: https://www.codecademy.com/policy). For the avoidance of doubt, nothing in this Agreement shall prevent Codecademy during and after the Term from collecting, analyzing, using, and disclosing any data in an anonymized and/or aggregated form, including data derived from the Customer Data, for the limited purpose of developing, maintaining, and enhancing the Codecademy Service.

7.2 Security. Codecademy maintains physical, technical, and administrative safeguards in line with industry standard best practices in order to protect Customer Data and assist Customer with securing its own computing environment in its use of the Products.

8. OWNERSHIP

8.1 Codecademy Property. Codecademy owns and retains all right, title, and interest in and to the Products. Except for the limited license granted to Customer in Section 2.1, Codecademy does not by means of this Agreement or otherwise transfer any rights in the Products to Customer, and Customer will take no action inconsistent with Codecademy’s intellectual property rights in the Products.

8.2 Customer Property. Customer owns and retains all right, title, and interest in and to the Customer Brand Features, Customer Data and does not by means this Agreement or otherwise transfer any rights in the Customer Data to Codecademy, except for the limited license set forth in Section 7.1.

8.3 Feedback. Customer may provide comments, suggestions and recommendations to Codecademy with respect to the Codecademy Platform (including, without limitation, comments, suggestions and recommendations with respect to modifications, enhancements, improvements and other changes) (collectively, “Feedback”). In such event, Codecademy may freely use and exploit any such Feedback without any obligation to Customer unless otherwise agreed upon by the parties in writing. Customer assigns to Codecademy any proprietary right that Customer may have in or to any modification, enhancement, improvement or change in or to the Feedback.

9. REPRESENTATIONS AND WARRANTIES

9.1 Mutual Representations and Warranties. Each party represents and warrants it has validly entered into this Agreement and has the legal power to do so.

9.2 Warranties by Codecademy. Codecademy warrants: (a) the Products will conform with the Documentation; (b) the Products will be provided in a manner consistent with generally accepted industry standards; and (c) the Codecademy Content, and Customer’s use thereof, will not infringe the copyright, trademark, patent, trade secret, or any other intellectual property rights, moral rights or privacy rights, of any third party, or otherwise violate any applicable laws.

9.3 Warranties by Customer. Customer warrants: (a) it has all necessary rights, licenses and consents in the Customer Brand Features and Customer Data as necessary to provide them to Codecademy and to exploit them by any means of the Codecademy Platform as contemplated under this Agreement; and (b) the Customer Brand Features and Customer Data will not infringe the copyright, trademark, patent, trade secret, or any other intellectual property rights, moral rights or privacy rights, of any third party, or otherwise violate any applicable laws.

9.4 Disclaimer. With the exception of the limited warranties set forth in this Section 9, the Products are provided “as is” to the fullest extent permitted by law. Codecademy and its licensors expressly disclaim all other warranties, express or implied, including warranties of performance, merchantability, fitness for any particular purposes, and non-infringement. Codecademy does not warrant that the Products (i) are error-free, (ii) will perform uninterrupted, or (iii) will meet Customer’s requirements.

10. INDEMNIFICATION

10.1 By Codecademy. Codecademy will indemnify, defend, and hold Customer, its Affiliates, and their respective owners, directors, members, officers, and employees (collectively, “Customer Indemnitees”) harmless from and against any claim, action, demand, suit or proceeding (each a “Claim”) made or brought by a third party against any of the Customer Indemnitees alleging that the Products infringe or misappropriate any patent, trademark, copyright, or any other intellectual property of such third party, or for any breach or liability associated with Section 9.2(c). If Customer’s right to use the Products hereunder is, or in Codecademy’s opinion is likely to be, enjoined as the result of a Claim, then Codecademy may, at Codecademy’s sole option and expense procure for Customer the right to continue using the Products under the terms of this Agreement, or replace or modify the Products so as to be non-infringing and substantially equivalent in function to the claimed infringing or enjoined Products. Codecademy will have no indemnification obligations under this Section 10.1 to the extent that a Claim is based on or arises from: (a) use of the Products in a manner other than as expressly permitted in this Agreement; (b) any alteration or modification of the Products except as expressly authorized by Codecademy; (c) the combination of the Products with any other content, software, product, or services (to the extent that the alleged infringement arises from such combination); or (d) where the Claim arises out of the Customer Data or any other specifications provided by Customer.

10.2 By Customer. Customer will indemnify, defend, and hold harmless Codecademy, its Affiliates, and their respective owners, directors, members, officers, and employees (together, the “Codecademy Indemnitees”) from and against any Claim related to: (a) Customer or any User engaging in a Prohibited Use; or (b) for any breach or liability associated with Section 9.3.

10.3 Indemnification Process. The indemnifying party will pay any settlement of and any damages finally awarded against any the indemnified party by a court of competent jurisdiction as a result of any such Claim(s) so long as the indemnified party: (i) gives the indemnifying party prompt written notice of any Claim, action or demand for which indemnity is claimed; (ii) gives indemnifying party sole control over the defense and settlement of the claim, provided that indemnifying party will not settle any claim that involves the payment of money or acknowledgement of wrongdoing on the part of indemnified party without indemnified party’s prior written approval such approval not to be unreasonably withheld, conditioned or delayed; and (iii) provides indemnifying party with reasonable cooperation, at indemnified parties’ expense, in connection with the defense and settlement of the claim.

10.4 This Section 10 sets forth the party’s sole and exclusive liability, and the other party’s exclusive remedies, for any Claim related to infringement or misappropriation of intellectual property.

11. LIMITATIONS OF LIABILITY

11.1 EACH PARTY HERETO AGREES THAT NEITHER PARTY NOR ITS AFFILIATES, NOR THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES OF ANY OF THEM, WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR COSTS OCCURRING AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.

11.2 WITH THE EXCEPTION OF THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, THE CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6, AND ABSENT GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF THE OTHER PARTY, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF EITHER PARTY, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES, TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO CODECADEMY UNDER THIS AGREEMENT.

12. MISCELLANEOUS

This Agreement is the entire agreement between Customer and Codecademy and supersedes all prior agreements and understandings concerning the subject matter hereof. Customer and Codecademy are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, or agency between Customer and Codecademy. Failure to exercise any right under this Agreement will not constitute a waiver. There are no third-party beneficiaries to this Agreement. This Agreement is governed by the laws of New York without reference to conflicts of law rules. For any dispute relating to this Agreement, the Parties consent to personal jurisdiction and the exclusive venue of the courts in New York, NY. Any notice provided by one party to the other under this Agreement will be in writing and sent by overnight courier or certified mail (receipt requested) to the address above. If any provision of this Agreement is found unenforceable, this Agreement will be construed as if it had not been included. Neither party may assign this Agreement without the prior, written consent of the other party, except that either party may assign this Agreement without such consent in connection with an acquisition of the assigning party or a sale of all or substantially all of its assets. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Facsimile or other electronic copies of such signed copies will be deemed to be binding originals.

Customers that purchased Codecademy for Business prior to December 1, 2021 are subject to the Business Terms located at https://www.codecademy.com/old-business-terms.