End User Licence Agreement | Oxford University Press (China)

END USER LICENCE AGREEMENT

Authorised Users agree to be bound by the terms of this Agreement.

1	DEFINITIONS
In this Agreement, the words or phrases defined on the front page shall have the meanings set out there and the following expressions shall have the following meanings.
	“Access Period”	The period for which the Licensee has been granted a licence to access or use the Works, as applicable.
	“Authorised User(s)"	(i)	Where the Licensee is an individual, the Licensee; and/or
		(ii)	where the Licensee is a school or institution, an individual who is authorised by the Licensee to use the Works available through the Secure Network, and who is affiliated with the Licensee as a current student, teacher, technician or employee.
	“Charges”	The charges agreed between the Licensor and the Licensee.
	"Commercial Use"	Use for the purposes of monetary reward (whether by or for the Licensee, an Authorised User, or any other person or entity) by means of sale, resale, loan, transfer, hire, or other form of exploitation of the Works.
	“Licensee”	The (i) individual and/or (ii) school or institution (as applicable) that has purchased a licence for use of the Works.
	“Licensor”	The OUP entity from whom the Works shall be licensed as the case may be, namely: (a) OXFORD UNIVERSITY PRESS (CHINA) LTD. of 39/F, One Kowloon, 1 Wang Yuen Street, Kowloon Bay, Hong Kong. (b) OXFORD UNIVERSITY PRESS INDIA of 22 Workspace, 2nd Floor, 1/22 Asaf Ali Road, New Delhi 110002 India. (c) OXFORD UNIVERSITY PRESS PAKISTAN (SMC-PRIVATE) LIMITED of No. 38, Sector 15, Korangi Industrial Area, Karachi-74900, Pakistan. (d) THE CHANCELLOR MASTERS AND SCHOLARS OF THE UNIVERSITY OF OXFORD TRADING AS OXFORD UNIVERSITY PRESS (ARBN 007 510 125) of Level 8, 737 Bourke Street, Docklands, VIC, 3008. (e) OXFORD UNIVERSITY PRESS SOUTHERN AFRICA (PTY) LTD of Vasco Boulevard, N1 City, Goodwood, Cape Town, 7460 South Africa. (f) OXFORD UNIVERSITY PRESS EAST AFRICA LIMITED of The Oxford Place, 04 Elgon Road, Upper Hill, P.O. Box 72532 – 00200, Nairobi, Kenya.
	"Licensor Trademarks"	The designations OXFORD, and OXFORD UNIVERSITY PRESS.
	"Material"	Any material including text and images contained in the Works and accessed online.
	"Secure Network"	A network (whether a standalone network or a virtual network within the Internet) which, by virtue of logins, passwords and other security measures, is only accessible to Authorised Users. A cache server or any server or network which can be accessed by unauthorised users is not a Secure Network.
	“Site”	The sites determined by the Licensor for access to the Works by Authorised Users.
	“Software and Teaching & Learning Materials”	Comprises of the following categories of materials. (a) All software and resources provided by the Licensor, including but not limited to: (i) all device and web applications, software files and other computer information; (ii) photographs, images, sounds, videos, clip art and other artistic works bundled with the Licensor’s software; (iii) related explanatory written materials and files; (iv) fonts; and (v) teaching plans, lesson plans, ebooks, PowerPoint files, reading passages, exercises, assessments, question banks, model solutions, sample answers, experiments, virtual tours, simulation, and animation. (b) Any modified versions and copies of, and upgrades, updates and additions to, such information, provided to the Authorised User by the Licensor at any time.
	“User Generated Content”	As defined in Clause 5.1 below.
	“Works”	The works licensed from the Licensor to the Licensee including, where applicable, all apps, software, web applications, and resources provided by the Licensor to the Licensee, and Software and Teaching & Learning Materials.

2	USAGE RIGHTS AND LIMITATIONS ON USE
2.1	In relation to the Works (excluding Software and Teaching & Learning Materials): the Licensor hereby grants Authorised Users a non-exclusive non-transferable licence for the Access Period in respect of each Site for the purposes of private study to access such Works by means of the Secure Network.
2.2	In relation to Software and Teaching & Learning Materials: the Licensor hereby grants Authorised Users a non-exclusive non-transferable licence for the Access Period to install and use the Software and Teaching & Learning Materials in a manner consistent with its design and documentation and as further set forth below.
	2.2.1	The Software and Teaching & Learning Materials, or portions thereof, may only be installed and used for educational purposes; and may only be installed and used by Authorised Users.
	2.2.2	Authorised Users may install and use one copy only of the Software and Teaching & Learning Materials.
	2.2.3	Authorised Users may copy the Software and Teaching & Learning Materials onto computer file server(s) within the Secure Network for the purpose of downloading and installing the Software and Teaching & Learning Materials onto computers within the same Secure Network for use as permitted by Clause 2.2.1 and 2.2.2. For the avoidance of doubt, any Software and Teaching & Learning Materials downloaded as permitted hereunder will be considered to be part of the Works and will accordingly be subject to the terms and conditions of this Agreement.
	2.2.4	2.2.4 Authorised Users may install the Software and Teaching & Learning Materials on computer file server(s) within the Secure Network only for use of the Software and Teaching & Learning Materials initiated by an individual from a computer within the same Secure Network only as permitted by Clause 2.2.3. The total number of Authorised Users (not the concurrent number of Authorised Users) able to use the Software and Teaching & Learning Materials on such computer file server(s) may not exceed the number of Authorised Users. By way of example, the foregoing does not permit Authorised Users to install or access (either directly or through commands, data or instructions) the Software and Teaching & Learning Materials: (a) from or to a computer not part of the Secure Network, (b) for enabling Web-hosted workgroups or services available to the public, (c) by any individual or entity to use, download, copy or otherwise benefit from the functionality of the Software and Teaching & Learning Materials unless licensed to do so by the Licensor, (d) as a component of a system, workflow or service accessible by more than the number of Authorised Users, or (e) for operations not initiated by an individual user (e.g. automated server processing).
	2.2.5	In addition to the use of the computer on which the Software and Teaching & Learning Materials are installed under Clause 2.2.2, Authorised Users may install a second copy of the Software and Teaching & Learning Materials for their exclusive use on a portable computer or a computer located at their home or a handheld electronic device, provided that the Software and Teaching & Learning Materials on the portable or home computer or the handheld electronic device are not used at the same time as the Works on the primary computer.
	2.2.6	Unless Authorised Users have obtained written consent from the Licensor stipulating otherwise, the Authorised Users may make no more than two (2) backup copies of the Software and Teaching & Learning Materials, provided that such backup copies are not installed or used other than for archival purposes. For avoidance of doubt, Authorised Users are not permitted to have copies of the Software and Teaching & Learning Materials or portions of the Software and Teaching & Learning Materials in printed form for any purpose unless licensed to do so by the Licensor.
	2.2.7	The Software and Teaching & Learning Materials may include various applications, utilities, and components, may support multiple platforms and languages, and may be provided to Authorised Users on multiple media or in multiple copies. Nonetheless, the Software and Teaching & Learning Materials are designed and provided to Authorised Users as a single product to be used as a single product on computers or handheld electronic devices as permitted by Clause 2.2. Authorised Users are not required to install all component parts of the Software and Teaching & Learning Materials, but Authorised Users may not unbundle the component parts of the Software and Teaching & Learning Materials for use on different computers or handheld electronic devices. Authorised Users may not unbundle or repackage the Software and Teaching & Learning Materials for distribution, transfer or resale.
2.3	If Authorised Users are offered access to, or use of, the Works on a trial basis, separate and/or additional terms and conditions may apply to such trial access or use. Any such trial terms and conditions shall be clearly indicated to Authorised Users if applicable.
2.4	For the avoidance of doubt Authorised Users may not:
	2.4.1	remove or alter the Licensor's copyright notices or other means of identification or disclaimers as they appear in the Works;
	2.4.2	systematically make multiple printed or electronic copies of portions of the Works for any purpose;
	2.4.3	reverse compile, download, copy, modify, adapt, distribute, transmit, assign, transfer, publish, reproduce, retain, damage, change, alter or otherwise deal in or encumber the Works or any part(s) thereof or therein or any associated contents, materials or documentation (in whatever format and medium) thereof during the continuance of the Access Period and after the termination of this Agreement;
	2.4.4	display or distribute any part of the Works on any electronic network, including without limitation, the Internet and the World Wide Web, other than the Secure Network;
	2.4.5	permit anyone other than an Authorised User to access or use the Works; and
	2.4.6	use all or any part of the Works for any Commercial Use.
2.5	Authorised Users will notify the Licensor immediately if it becomes aware of any unauthorised use of the Works.
2.6	Authorised Users will notify the Licensor promptly (i) of the facts and circumstances surrounding any unauthorised access, possession, or use of the Works, or the Licensor's intellectual property, or any portion thereof; and (ii) on becoming aware of any claim by any third party that the Works infringe an intellectual property or proprietary right of any third party.
2.7	The Licensor reserves the right to withdraw from the Works content that it no longer retains the right to provide or that it has reasonable grounds to believe is unlawful, harmful, false, or infringing.
2.8	The Licensor reserves the right to suspend access to the Works in the event of any unauthorised use of the Works.

3	INTELLECTUAL PROPERTY RIGHTS
3.1	Authorised Users acknowledge that, as between the Licensor and Authorised Users, all copyrights, patent rights, Licensor Trademarks, services marks, database rights, trade secrets and other intellectual property rights relating to the Works, are the sole and exclusive property of the Licensor and that this Agreement does not convey to Authorised Users any right, title, or interest therein except for the right to use the Works in accordance with this Agreement.
3.2	Authorised Users acknowledge that they may not create any derivative work based on any of the Works without the prior written permission of the Licensor.
3.3	Authorised Users may make suggestions to the Licensor to improve or fix a problem related to, the Works, on the understanding that such Authorised Users will have no right to any payment or acknowledgement if any such improvement or fix is made by the Licensor as a result of any Authorised User's suggestion or otherwise.

4	DATA PROTECTION AND PRIVACY
4.1	The Licensor may process any personal data that Authorised Users supply to the Licensor on registration in accordance with the Licensor’s Privacy Policy (https://global.oup.com/privacy?cc=in).
4.2	If cookies are placed in the memory of Authorised Users’ devices in the course of their use of the Works, then further details will be provided beforehand, in accordance with the Licensor’s Cookie Policy (http://global.oup.com/cookiepolicy) and any content-specific policy as notified to you at the point of download.

5	MATERIAL UPLOADED BY AUTHORISED USERS
5.1	Some Works may allow Authorised Users to submit text material to the Site (“User Generated Content”). Authorised Users represents and warrants that all such material shall:
	5.1.1	be original and the own work of the Authorised User;
	5.1.2	not infringe the copyright or other property rights of any other person;
	5.1.3	not introduce viruses or Trojans or other harmful elements;
	5.1.4	not contain any scandalous, libellous, obscene, unlawful or otherwise objectionable material (as determined by the Licensor); and
	5.1.5	not exceed the maximum limit applicable in size.
5.2	If any copyright literary or artistic material such as textual extracts, papers, maps, photographs, diagrams, tables or illustrations reproduced from other publications or sources, are included in any User Generated Content, the Authorised User undertakes to obtain permission from the copyright owner to cover the use of such material and to pay the copyright owner any necessary reproduction fees and the Authorised Users shall be responsible for ensuring that appropriate acknowledgement is made in the User Generated Content.
5.3	Authorised Users shall be fully responsible for any User Generated Content submitted as permitted hereunder and the Licensor reserves the right to remove, modify, edit or decline to publish any User Generated Content without notice for any reason.
5.4	The Licensor shall not be liable in any way for any User Generated Content to the full extent permitted by law and Authorised Users shall indemnify the Licensor against any and all losses including legal and other expenses which the Licensor may incur as a result of any breach of the warranty given in Clause 5.1.
5.5	By submitting User Material for inclusion on the Site, the Authorised User grants to the Licensor a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Material (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed, including the right to use the User Generated Content for promotional and marketing purposes.

6	REPRESENTATIONS AND WARRANTIES
6.1	The Licensor provides access to, or allows the use of, the Works on an "as is" basis and the Licensor gives no warranty, express or implied, and makes no representation that: (i) the Works will be suitable for any particular purpose or for any particular use under specified conditions, notwithstanding that such purpose, use, or conditions may be known to the Licensor; or (ii) the Works will operate error free or without interruption.
6.2	Authorised Users acknowledge that an Internet connection may be required to access or use the Works. In no circumstances will the Licensor be liable to Authorised Users for any loss resulting from a cause over which the Licensor does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other connectivity problems, unauthorised access, theft, or operator errors.
6.3	In no circumstances will the Licensor be liable to Authorised Users for any consequential, incidental, special or indirect damages or loss of profits including, without limitation, damages for loss of data or corruption of data, loss of programs, loss of business or goodwill, or other damages or losses of any nature arising out of the use of, or inability to use the Works.
6.4	Authorised Users agree that the entire liability of the Licensor to an Authorised User arising out of any kind of legal claim (whether in contract, tort, by statute or otherwise) in any way connected with the use or inability to use the Works shall be the refund of any charges paid in respect of the licence to the Works for the Access Period in which the claim arises.
6.5	Authorised Users shall, in the performance of their obligations under this agreement, comply with all applicable laws, rules and regulations.

7	CHANGES TO THIS AGREEMENT
7.1	The terms and conditions of this Agreement may be changed by the Licensor in its sole discretion, provided that the Licensor will use reasonable efforts to provide the Licensee with reasonable notice of any change by notifying the Licensee of a change when the Authorised Users next log in to use the Works.
7.2	The continued use of the Works by Authorised Users after receiving notification of the changes described in Clause 7.1 will be deemed as the Licensee’s acceptance of the changes.

8	TERMINATION
8.1	The Licensor may terminate this Agreement if Authorised Users are in breach of any of the terms.
8.2	The Licensee may terminate this Agreement at any time but shall not be entitled to a refund.
8.3	On termination of this Agreement however caused Authorised Users’ licence to access and use the Works will automatically cease and any User Generated Content and any other data submitted by Authorised Users may be permanently lost.
8.4	Any right that any party may have against the other in respect of any breach, non-performance or repudiation of any of the provisions of this Agreement which shall have accrued up to the date of termination or expiry of this Agreement shall not be affected or prejudiced.

9	GENERAL
9.1	The Licensor’s Legal Notice forms part of this Agreement, at (as the case may be): https://www.oupchina.com.hk/en/legal-notice (for Hong Kong); https://india.oup.com/Legal-policy (for India); or https://oup.com.pk/legal-notice (for Pakistan). In case of a conflict, the clauses of this Agreement shall prevail.
9.2	This Agreement constitute the entire agreement of the parties about its subject matter, supersedes all prior communications, understandings and agreements (whether written or oral) relating to its subject matter and may not be amended or modified except by agreement in writing signed by both parties.
9.3	No provision in this Agreement is intended to be enforceable by any third party.
9.4	The rights of the parties arising under this Agreement shall not be waived except in writing. Any waiver of any of a party's rights under this Agreement or of any breach of this Agreement by the other party shall not be construed as a waiver of any other rights or of any other further breach.
9.5	This Agreement shall be governed by the law of the jurisdiction of the Licensor and are subject to the jurisdiction of the courts of the country of the Licensor.