Codecademy Referral Program

Terms and Conditions

Codecademy, LLC (“we” or the “Company”) is offering you the opportunity to refer friends via a Referral Program (“Program”) offered via www.codecademy.com (the “Site”).

1. Binding Agreement. By using the Site or participating in the Program, you agree to be bound by these Terms and Conditions (“Terms”). All of the Company's decisions with respect to the Program and/or Terms are final and binding.

2. Privacy. Any personal information collected, processed, and used by the Company as part of the Program will be used in accordance with the Company’s Privacy Statement, which is available at https://www.codecademy.com/policy.

3. How the Program Works. You must be at least 18 years old to use the Site. To participate in the Program, you must visit the Site and follow the on-screen instructions to refer friends, family members, or colleagues. You may make a maximum of twenty-five (25) referrals during each session, and a maximum of five hundred (500) referrals throughout the entirety of the Program. Once you make a referral, you becomes a “Referrer” and will be provided with a unique referral link (“Personal Link”) that allows the Referrer to receive the applicable benefit or reward advertised on the Site. Referred individuals (“Friends”) must complete the referral process as described in the referral message. Referrals can only be made to individuals, and not to business entities.

4. Restrictions. Referrers are prohibited from referring themselves or creating multiple, fictitious, or false accounts with the Company, or participating in the Program as Friends. Use of the Program to violate any law, infringe or violate the rights of any third party, or otherwise act in a manner that is deemed harassing, harmful, illegal, hateful, obscene, or outside the spirit and intent of the Program, at the Company’s sole determination, is strictly prohibited. In addition, a Referrer may not (i) tamper with the Program; (ii) act in an unfair or disruptive manner; or (iii) use any system, bot, or other device or artifice to participate in or receive any benefit from the Program. ANY ATTEMPT TO DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, THE COMPANY RESERVES THE RIGHT TO SEEK ALL AVAILABLE REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING CRIMINAL PROSECUTION.

Employees of the Company or any of its or their subsidiaries, affiliates, or promotional agencies are not eligible to participate in the Program.

The Program is not available in India.

5. Rewards. By making a valid referral, you will receive a gift card valued at US $20, or the equivalent amount in local currency, and your Friend will receive a 50% discount off an annual subscription to Codecademy Pro, Codecademy Plus, or Codecademy Pro Student, OR our then-current offer (whichever is greater at the time of Referral). You can earn a maximum of 500 throughout the entirety of the Program. These rewards may be redeemed in various forms in the Company's sole discretion. Restrictions may apply. For example, there may be a limitation on the number of referrals you can make, or if the reward is in the form of a gift card, gift certificate, or voucher, it may be subject to the issuer’s terms and conditions. Rewards are subject to verification. The Company may delay a reward for the purposes of investigation. The Company may also refuse to verify and process any transaction for any reason.

Unless otherwise stated, rewards have no monetary value and may not be redeemed for cash. Rewards are not transferable and may not be auctioned, traded, bartered, or sold. You are solely responsible for any tax liability resulting from a reward.

6. Liability. YOU UNDERSTAND AND AGREE THAT THE RELEASED PARTIES (DEFINED BELOW) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOOD WILL, USE, DATA, OR OTHER LOSSES (EVEN IF THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). By participating in the Program, you agree to defend, indemnify, release, and hold harmless the Company, Referral Rock, Inc. (as the provider of the referral service), and their respective parent companies, affiliates, and subsidiaries, together with their respective employees, directors, officers, licensees, licensors, shareholders, attorneys, and agents including, without limitation, their respective advertising and promotion entities and any person or entity associated with the production, operation, or administration of the Program (collectively, the “Released Parties”), from any and all claims, actions, demands, damages, losses, liabilities, costs, or expenses caused by, arising out of, in connection with, or otherwise related to the Program (including, without limitation, any property loss, damage, personal injury, or death caused to any person(s)) and/or the awarding, receipt, and/or use or misuse of any benefit in the Program. The Released Parties shall not be liable for any technical errors or malfunctions, data theft or corruption, any printing or typographical error, or any damage to any computer system resulting from participating in, or accessing or downloading information in connection with, the Program. The Released Parties shall not be liable to any users for failure to supply any advertised benefit by reason of any act of God, any action or request by any governmental or quasi-governmental entity (whether or not valid), or any other activity or action that is beyond any of the Released Parties’ control. TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE) WILL NOT EXCEED US $100.

7. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) THE PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW, OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED THROUGH THE USE OF THE PROGRAM, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE AND GIVE NO WARRANTY THAT (i) THE PROGRAM WILL MEET YOUR REQUIREMENTS, (ii) THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE, OR LOSS OF DATA, THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

8. Bulk Distribution (“Spam”). Each Referrer is the actual sender of the referral emails and must comply with applicable law. Referrals must be created and distributed in a personal manner that is appropriate and customary for communications with friends, colleagues, or family members. By submitting any email address as part of the Program, the Referrer represents that he/she has the appropriate permission and consent. Bulk email distribution, distribution to strangers, or any other use of the services described herein in a manner that is not promoted by the Program is expressly prohibited and may be grounds for immediate termination and further legal action. The Company has no obligation to monitor the Program or any communications related to the Program; however, the Company may choose to do so and may block any email messages, remove any such content, or prohibit any use of the Program. Referrers who do not comply with applicable law, including but not limited to privacy and anti-spam laws, shall indemnify the Released Parties against any liabilities, costs, or expenses they may incur as a results of such noncompliance.

9. Sign-In Credentials. You are responsible for maintaining the confidentially of your sign-in credentials and are fully responsible for all activities that occur through their use. You agree to notify the Company immediately if you suspect unauthorized access to your account. You agree that the Company will not be liable for any loss or damage arising from any unauthorized use of your credentials.

10. Right to Cancel, Modify, or Terminate. We reserve the right to cancel, modify, or terminate the Program at any time for any reason. We reserve the right to disqualify you at any time from participation in the Program if we determine that you are not in compliance with any of these Terms.

11. Miscellaneous.

A. Severability. If any provision herein is held invalid or unenforceable by a court of competent jurisdiction, then such provision shall, to the extent of such invalidity or unenforceability, be severed. All other provisions herein shall continue in full force and effect and shall be construed so as to best effectuate the intention of the parties in executing it.

B. No Third Party Beneficiary. Except as otherwise expressly stated herein, this Agreement is made and entered into for the sole protection and benefit of the parties hereto and is not intended to convey any rights or benefits to any third parties, nor will this Agreement be interpreted to convey any benefits or rights to any person except the parties hereto.

C. ARBITRATION AND CLASS ACTION WAIVER.

i. THIS ARBITRATION AND CLASS ACTION WAIVER SHALL ONLY APPLY IF YOU ARE IN THE UNITED STATES.

ii. PLEASE READ THIS SECTION CAREFULLY-IT AFFECTS THE PARTIES' LEGAL RIGHTS AND GOVERNS HOW YOU AND THE COMPANY CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND THE COMPANY TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, GROUP, OR REPRESENTATIVE ACTION IN COURT.

iii. THESE MUTUAL TERMS TO ARBITRATE ("ARBITRATION AGREEMENT") ARE BETWEEN YOU AND THE COMPANY. THE FEDERAL ARBITRATION ACT (9 U.S.C. § 1 ET SEQ.) APPLIES TO THIS ARBITRATION AGREEMENT. THE MUTUAL OBLIGATIONS BY THE COMPANY AND YOU TO ARBITRATE DISPUTES PROVIDE ADEQUATE CONSIDERATION FOR THESE TERMS. ALL DISPUTES COVERED BY THESE TERMS WILL BE DECIDED BY A SINGLE ARBITRATOR THROUGH FINAL AND BINDING ARBITRATION AND NOT BY WAY OF COURT OR JURY TRIAL.

iv. LIMITATION TIME PERIOD: ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED, UNLESS SUCH BAR IS NOT PERMITTED BY APPLICABLE LAW.

v. CLAIMS COVERED BY ARBITRATION: This Arbitration Agreement is intended to be as broad as legally permissible, and, except as it otherwise provides, applies to all claims or controversies, past, present, or future, that otherwise would be resolved in a court of law or before a forum other than arbitration, excluding claims regarding the Company’s intellectual property rights. For the avoidance of doubt, the Company has the right to seek injunctive and other equitable relief for any alleged, actual, or anticipated violation of the Company’s intellectual property rights.

vi. ARBITRATION PROCEDURES: The arbitration will be administered by the American Arbitration Association (the "AAA"), and except as provided in these Terms, will be under the then current Commercial Arbitration Rules of the AAA ("AAA Rules") (the AAA Rules are available via the internet at www.adr.org/commercial or by using a service such as Google to search for "AAA Commercial Arbitration Rules"); provided, however, if there is a conflict between the AAA Rules and this Arbitration Agreement, this Arbitration Agreement shall govern. Unless the parties jointly agree otherwise, the arbitrator must be an attorney licensed to practice law in the state in which the arbitration is convened, or a retired judge from any jurisdiction.

vii. The arbitrator will be selected as follows: The AAA will give each party a list of 11 arbitrators (who are subject to the qualifications in the preceding paragraph) drawn from its panel of arbitrators. Each party will have ten (10) calendar days to strike all names on the list it deems unacceptable. If only one common name remains on the lists of all parties, that individual will be designated as the arbitrator. If more than one common name remains on the lists of all parties, the parties will strike names alternately from the list of common names by telephone conference administered by the AAA, with the party to strike first to be determined by a coin toss conducted by the AAA, until only one remains. If no common name remains on the lists of all parties, the AAA will furnish an additional list of 11 arbitrators from which the parties will strike alternately by telephone conference administered by the AAA, with the party to strike first to be determined by a coin toss conducted by the AAA, until only one name remains. That person will be designated as the arbitrator. If the individual selected cannot serve, the AAA will issue another list of 11 arbitrators and repeat the alternate striking selection process. If the AAA will not administer the arbitration or is unwilling to administer the arbitration consistent with this Arbitration Agreement, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted to appoint a neutral arbitrator, who shall act under this Arbitration Agreement with the same force and effect as if he or she had been specifically named herein.

viii. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies will be limited to those that would be available to a party in their individual capacity for the claims presented to the arbitrator, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. Unless otherwise agreed in writing by the parties, the arbitrator shall apply the substantive federal, state, or local law applicable to the claims asserted. The Federal Rules of Evidence shall apply to the proceeding. Either party may file dispositive motions, including without limitation a motion to dismiss and/or a motion for summary judgment, and the arbitrator will apply the standards governing such motions under the Federal Rules of Civil Procedure.

ix. The arbitrator will issue an award by written opinion within thirty (30) days from the date the arbitration hearing concludes or the post hearing briefs (if requested) are received, whichever is later. The opinion will be in writing and include the factual and legal basis for the award. Judgment on the award issued by the arbitrator may be entered in any court of competent jurisdiction. Either party may seek correction, confirmation, or vacatur in a court of competent jurisdiction as provided by the Federal Arbitration Act.

x. CLASS AND COLLECTIVE ACTION WAIVERS: The Company and you agree to bring any claim on an individual basis only. Accordingly, THE COMPANY AND YOU WAIVE ANY RIGHT FOR ANY DISPUTE TO BE BROUGHT, HEARD, DECIDED, OR ARBITRATED AS A CLASS AND/OR COLLECTIVE ACTION AND THE ARBITRATOR WILL HAVE NO AUTHORITY TO HEAR OR PRESIDE OVER ANY SUCH CLAIM ("Class Action Waiver"). Additionally, no arbitration proceeding under this Arbitration Agreement may be consolidated or joined in any way with an arbitration proceeding involving different participants in the Program.

xi. If there is a final judicial determination that the Class Action Waiver is unenforceable and that a class or collective action may proceed notwithstanding the existence of this Arbitration Agreement, the arbitrator is nevertheless without authority to preside over a class or collective action and, in that event, the parties expressly agree that any class or collective action must be brought in a court of competent jurisdiction.

xii. NOTICE OF ARBITRATION DEMAND, COOLING OFF PERIOD, AND INFORMAL SETTLEMENT CONFERENCE: The parties agree that the party initiating the claim must make a written demand for arbitration of the claim to the other party no later than the expiration of the statute of limitations (deadline for filing) that the law prescribes for the claim. The demand for arbitration shall identify the claims asserted, the facts upon which such claims are based, and the relief or remedy sought. The demand for arbitration must be signed by the party making the demand for arbitration (you personally or the authorized representative of the Company, as applicable). The arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration and apply the statute of limitations that would have applied if the claim(s) had been brought in court.

xiii. The parties mutually agree that after a party initiates the claim by making a written demand for arbitration to the other, unless otherwise mutually agreed to in writing by both parties, neither party will submit the demand to the AAA for thirty (30) days after the demand is made ("Cooling Off Period"). During the Cooling Off Period, the parties may attempt in good faith to resolve the claim. The parties may also mutually agree to extend the Cooling Off Period. During the Cooling Off Period, either party may request an informal meeting to discuss in good faith a potential informal resolution of the dispute, without the need to proceed with arbitration ("Informal Settlement Conference"). If timely requested, the Informal Settlement Conference will take place at a mutually agreeable time by telephone or videoconference. You and a Company representative must both personally participate; any counsel representing you or the Company may also participate. The requirement of personal participation in an Informal Settlement Conference may be waived only if both you and the Company agree in writing. At the end of the Cooling Off Period or if an Informal Settlement Conference is timely requested, 30 days after completion of the Informal Settlement Conference, and unless the parties have resolved the claim, the demand for arbitration will be submitted to the AAA for administration by the party initiating the claim. The AAA's address is as follows: American Arbitration Association, Case Filing Services, 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043. The AAA's current address and/or email address also may be found on its web site at www.adr.org. Unless otherwise prohibited by applicable law, an arbitrator and/or the AAA is without authority to accept or administer any arbitration demand unless and until the parties have complied with the demand for arbitration process and Cooling Off Period.