THIS AGREEMENT ("the Agreement") is made between OXFORD UNIVERSITY PRESS ("OUP") and the Authorised User accessing the Course(s) or Platform (terms as defined below) and is made as of the date the Authorised User purchases access to or registers or uses an account on the Platform (whichever is earliest).
IT IS AGREED as follows:
In this Agreement, the following expressions shall have the following meanings:
“Authorised User” shall mean a teacher/instructor or a student who has created an account or who has had an account created for them by OUP which enables them to access the Platform and who has paid any Charges due in respect of that access.
"Commercial Use" shall mean use for the purposes of monetary reward (whether by or for the Authorised User or any other person or entity) by means of sale, resale, loan, transfer, hire, or other form of exploitation of the Courses or the Material;
“Charges” shall mean the price charged by OUP for access to the Course(s) for the Duration, as indicated on the Platform from time to time.
“Course” shall mean the OUP resources that are accessed via the Platform and for which the Authorised User holds a current subscription for access;
“Duration” shall mean the duration of a Course, as indicated on the Platform.
"Material" shall mean any material contained in the Courses;
"Passwords" shall mean any Authorised User’s password(s);
“Platform” shall mean the OUP platform available at dashboard.oup.com on which the Course(s) may be accessed, administered and used;
"Server" shall mean either OUP’s server or a third party server designated by OUP on which the Courses are mounted and through which the Authorised User may gain access to the Courses by means of the World Wide Web;
"Subscription Period” shall mean, for each Course respectively, the period commencing on the date on which the Authorised User pays the Charges for a subscription to that Course and shall continue (subject to the provisions for earlier termination contained below) for for the Duration of that Course;
“User Generated Content” shall mean any content which is created on, inputted to or uploaded to the Platform by the Authorised User including, without limitation, uploaded files, data submitted through web forms and video/audio content recorded via the Platform;
“Video Note Tool” shall mean the Video Note Tool feature of the Platform.
2. GRANT OF LICENCE, USAGE RIGHTS AND LIMITATIONS ON USE
2.1 Upon payment of the Charges for a Course, OUP grants the Authorised User the non-exclusive and non-transferable right to access and use that Course throughout the Subscription Period for the purposes of research, teaching, private study and participation in instructor-led study.
2.2 Throughout the Subscription Period, the Authorised User may only use the Course(s) and Platform as expressly authorised by OUP, as follows:
2.2.1 access the Server in order to search the Course(s) and to view, retrieve, and display portions thereof;
2.2.2 electronically save portions of the Course(s);
2.2.3 print out copies of portions of the Course(s) for personal use (and such copies are not to be distributed to or shared with anybody else);
2.2.4 Upload, create or input User Generated Content.
2.3The rights are personal to the Authorised User and may not be exercised by any other person. The Authorised User may not:
2.3.1 remove or alter OUP’s copyright notices or other means of identification or disclaimers as they appear in the Course(s) or Materials;
2.3.2 systematically make printed or electronic copies of multiple portions of the Course(s) or Materials for any purpose except as permitted by law or as authorised by OUP;
2.3.3 display or distribute any part of the Course(s) on any electronic network, including without limitation the Internet and the World Wide Web;
2.3.4 permit anyone to access or use the Course(s);
2.3.5 use all or any part of the Course(s) for any Commercial Use; or
2.3.6 use all or any part of the Course(s) or Platform for any use which is not expressly authorised by OUP and, without limitation, the Authorised User may not use the Course(s) or Platform to interfere with or disrupt the Course(s) or Platform (including distribution of unsolicited advertising or chain letters, defamatory, libelous or offending content, propagation of computer worms and viruses, and unauthorized use of the Course(s) or Platform to enter, or attempt to enter, another computer or account without authorisation).
3. RESPONSIBILITIES OF THE AUTHORISED USER
3.1 The Authorised User will provide all identifying information relating to the Authorised User required by the registration process or by OUP. The Authorised User acknowledges that access to the Course(s) under this Agreement is conditional upon the Authorised User completing the registration process or having that process completed for them by OUP.
3.2 The Authorised User will obtain at its cost all telecommunications and other equipment and software (including an Internet browser and portable document file reader) together with all relevant software licences necessary to access the Course(s) online.
3.3 The Authorised User will be responsible for the confidentiality and all use of its username and Password(s). The parties acknowledge that certain features of the Platform necessarily entail the Authorised User sharing and/or displaying their username.
3.4 The Authorised User will notify OUP as soon as practicable if it becomes aware of any of the following: (a) any loss or theft of the Authorised User’s username or Password(s); or (b) any unauthorised use of any of the Authorised User’s username or Password(s).
4. RESPONSIBILITIES OF OUP
4.1 OUP shall use all reasonable efforts:
4.1.1 to make the Course(s) available by means of the World Wide Web to the Authorised User throughout the Subscription Period;
4.1.2 to ensure that the Server has sufficient capacity and rate of connectivity to provide the Authorised User with a quality of service consistent with current standards in the World Wide Web on-line information provision industry; and
4.1.3 to restore access to the Course(s) as soon as possible in the event of an interruption or suspension of the service.
5. PAYMENT, CANCELLATION AND REFUNDS
5.1 The Authorised User shall pay the Charges in advance of receiving access to the Course(s). All Charges shall be exclusive of any taxes which shall be charged by OUP as appropriate. Payment shall be made via the payment systems available via the Platform from time to time or as otherwise agreed with OUP.
5.2 The Authorised User acknowledges that the Courses are only intended for use by participants in corresponding classes led by the named instructors. IF AN AUTHORISED USER ATTEMPTS TO ENROL IN A COURSE WITHOUT BEING A PARTICIPANT IN THE CORRESPONDING CLASS WITH THE NAMED INSTRUCTOR, THEIR SUBSCRIPTION WILL BE CANCELLED AND NO REFUND SHALL BE PROVIDED.
5.3 All Charges paid to OUP are non-refundable.
6. OTHER APPLICABLE TERMS
6.1 This Agreement refers to the following additional terms, which also apply to your access to and use of the Course(s):
6.1.2 The legal notice at [INSERT AS LINK], which sets out the permitted uses and prohibited uses of the Course(s) and Platform.
7. ACKNOWLEDGMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
7.1 The Authorised User acknowledges that all copyrights, patent rights, OUP trade marks, services marks, database rights, trade secrets and other intellectual property rights relating to the Course(s) and Material (collectively the "OUP Intellectual Property"), are the sole and exclusive property of OUP and that this Agreement does not convey to the Authorised User any right, title, or interest therein except for the right to use the Course(s)and Material in accordance with the terms and conditions of this Agreement.
7.2 The Authorised User shall notify OUP promptly (i) of the facts and circumstances surrounding any unauthorised possession or use of the Course(s) or Material, or OUP Intellectual Property, or any portion thereof; and (ii) on becoming aware of any claim by any third party that the Course(s) infringes an intellectual property or proprietary right of any third party.
8. UPLOADING CONTENT TO OUR SITE
8.1 If the Authorised User makes use of a feature that allows them to upload, create or input User Generated Content, or to make contact with other Authorised Users, they must comply with the content standards set out in the legal notice at [INSERT AS LINK].
8.2 The Authorised User warrants that any such contribution does comply with those standards, and the Authorised User will be liable to OUP and indemnify OUP for any breach of that warranty.
8.3 The Authorised User shall retain all ownership rights in the User Generated Content, but the Authorised User hereby grants OUP a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, transferable licence to use, store, reproduce, distribute, prepare derivative works of, display, and perform that content and to distribute and make available such content to any Authorised User who is a teacher or instructor for them in relation to the Course(s) or to any other Authorised User for the purpose of performing this Agreement. Furthermore, the Authorised User hereby waives any moral rights in this content.
8.4 OUP will not be responsible, or liable to any third party, for the content or accuracy of any content uploaded to the Platform by an Authorised User.
8.5 OUP has the right to remove any content uploaded to the Platform if, in OUP’s opinion, such content does not comply with the content standards set out in the legal notice at [INSERT AS LINK].
8.6 OUP has the right in its sole discretion to archive or delete any content uploaded to the Platform for the purposes of managing the Platform resources. OUP shall not be obliged to retrieve or restore any such content.
8.7 The Authorised User acknowledges that the Platform is provided by a third party and that accordingly the functionality, operation and security of the Platform is outside of OUP’s direct control.
9. VIDEO NOTE TOOL
9.1 The Authorised User acknowledges that the Video Note Tool is a beta service. To the maximum extent permitted by law, OUP disclaims all warranties, both express and implied with respect to the Video Note Tool, including warranties of merchantability or fitness for a particular purpose, or warranties arising from a course of performance, dealing or usage of trade.
9.2 The Authorised User understands that the Video Note Tool is provided through a third party service used by the supplier of the Platform to OUP and is therefore outside of OUP’s direct control.
9.3 Authorised Users use the Video Note Tool at their own risk. OUP is not responsible for any data created, uploaded or downloaded via the Video Note Tool. OUP does not, and disclaims any obligation to, police, monitor or control the Video Note Tool data.
10. REPRESENTATIONS AND WARRANTIES
10.1 OUP REPRESENTS AND WARRANTS THAT IT HAS THE POWER TO ENTER INTO THIS AGREEMENT AND TO GRANT THE RIGHTS CONFERRED HEREIN TO THE AUTHORISED USER AND THAT THE COURSE(S) DO NOT VIOLATE OR INFRINGE UPON ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHT OR CONTRACT RIGHT OF ANY THIRD PARTY.
10.2 SAVE AS PROVIDED ABOVE, OUP GIVES NO WARRANTY, EXPRESS OR IMPLIED, AND MAKES NO REPRESENTATION THAT (I) THE COURSE(S) WILL BE OF SATISFACTORY QUALITY, SUITABLE FOR ANY PARTICULAR PURPOSE OR FOR ANY PARTICULAR USE UNDER SPECIFIED CONDITIONS, NOTWITHSTANDING THAT SUCH PURPOSE, USE, OR CONDITIONS MAY BE KNOWN TO OUP; OR (II) THAT THE COURSE(S) WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION OR THAT ANY ERRORS WILL BE CORRECTED; (III) THAT THE MATERIAL PUBLISHED IN THE COURSE(S) IS EITHER COMPLETE OR ACCURATE.
10.3 IN NO CIRCUMSTANCES WILL OUP BE LIABLE TO THE AUTHORISED USER OR ANY THIRD PARTY FOR ANY LOSS RESULTING FROM A CAUSE OVER WHICH OUP DOES NOT HAVE DIRECT CONTROL, INCLUDING BUT NOT LIMITED TO ANY LOSS RELATING TO THE USE OF THIRD PARTY SYSTEMS OR SERVICES IN CONNECTION WITH THIS AGREEMENT (INCLUDING WITHOUT LIMITATION, ANY THIRD PARTY E-COMMERCE OR PAYMENT SYSTEM), FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS, UNAUTHORISED ACCESS, THEFT, OR OPERATOR ERRORS.
10.4 IN NO CIRCUMSTANCES WILL OUP BE LIABLE TO THE AUTHORISED USER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OR LOSS OF PROFITS INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA OR CORRUPTION OF DATA, UNINTENDED PUBLISHING OR SHARING 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 COURSE(S).
10.5 WITHOUT PREJUDICE TO THE INDEMNITY IN CLAUSE 11.1, THE AUTHORISED USER AGREES THAT THE ENTIRE LIABILITY OF OUP TO THE 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 COURSE(S) SHALL BE THE REFUND OF ANY FEE PAID TO OUP FOR ONLINE ACCESS TO THE COURSE(S).
10.6 NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS OUP’S LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM OUP’S NEGLIGENCE, OR OUP’S FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.
11. INDEMNIFICATION AND FORCE MAJEURE
11.1 Notwithstanding the limitation of liability in clause 10.5, OUP shall defend, indemnify, and hold the Authorised User harmless against all claims, suits, proceedings, losses, liabilities, and damages (including costs, expenses, and reasonable attorneys' fees) asserted by third parties against the Authorised User which arise out of any act or omission by OUP that constitutes a breach of OUP's warranties hereunder.
11.2 The Authorised User shall defend, indemnify, and hold OUP harmless against all claims, suits, proceedings, losses, liabilities, and damages (including costs, expenses, and reasonable attorneys' fees) arising from (i) any unauthorised use or dissemination of the Course(s) by the Authorised User and (ii) any violation of this Agreement or of any third-party’s rights by the Authorised User, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights.
11.3 The obligations in clauses 11.1 and 11.2 will survive the termination of this Agreement.
11.4 The Authorised User and OUP shall not be responsible to one another for any failure to perform any obligation under this Agreement due to Acts of God, war, riot, embargoes, acts of civil or military authorities, fire, flood, typhoon, wind storm, snow storm, blizzard, hurricane, or other cause that is outside the control of the party and could not be avoided by the exercise of due care. Notwithstanding the occurrence of any of the events set forth in this clause, the parties shall at all times use reasonable efforts to perform all obligations under this Agreement in a timely manner, taking account of the existing circumstances.
12.1 Either party may terminate this Agreement forthwith by serving written notice on the other in the event that the other party commits a material breach of this Agreement and in the case of a breach capable of remedy fails to remedy the same within 30 days of a request so to do. Without limitation, a breach by the Authorised User of the provisions of clause 3.3 above would constitute a material breach of this Agreement. OUP may terminate this agreement immediately by serving written notice on the Authorised User in the event that the Authorised User breaches the legal notice at [INSERT LINK].
12.2 OUP reserves the right at any time on 30 days’ notice to the Authorised User to terminate this Agreement in respect of any Course(s) due to ceasing publication of such Course(s).
12.3 Upon termination for whatever reason, the Authorised User shall cease using the Course(s).
13.1 This Agreement is personal to and binding on the parties and neither this Agreement nor any of the rights under it may be assigned or sublicensed.
13.2 All notices required to be given under this Agreement shall be given in writing in English. All notices to OUP shall be marked for the attention of the Group Legal Director and mailed to Oxford University Press, Great Clarendon Street, Oxford, OX2 6DP, UK. All notices to the Authorised User shall be emailed to the Authorised User using the contact details which are given in the registration process.
13.3 This Agreement constitutes 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.
13.4 No provision in this Agreement is intended to be enforceable by a person who is not a party to this Agreement.
13.5 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.
13.6 The parties agree that this Agreement shall be exclusively governed and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws. The parties irrevocably agree that any dispute arising out of or in connection with this Agreement shall be subject to and exclusively within the jurisdiction of the United States District Court for the Southern District of New York or the Supreme Court of the State of New York for New York County.
Notwithstanding the foregoing, nothing in this Agreement will preclude OUP from applying to any court to bring an action for the infringement of its intellectual property rights..
13.7 Headings used in this Agreement are for convenience only and are deemed not to be part of the Agreement.