|“Oxford University Press (China) Ltd” (hereinafter called “OUP”) is a company incorporated under the laws of Hong Kong, having its registered office at 39th Floor, One Kowloon, 1 Wang Yuen Street, Kowloon Bay, Hong Kong.
“Software and Teaching & Learning Materials” (hereinafter called the “Works”) mean (a) all of the information with which this agreement is provided, including but not limited to: (i) all software files and other computer information; (ii) photographs, images, sounds, videos, clip art and other artistic works bundled with OUP software; (iii) related explanatory written materials and files; and (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; and (b) any modified versions and copies of, and upgrades, updates and additions to, such information, provided to you by OUP at any time
|If you obtain the Works from OUP or the authorized licensee of OUP and as long as you comply with the terms of this agreement, OUP grants you a non-exclusive licence to install and use the Works in a manner consistent with its design and documentation and as further set forth below.|
|2.1||Limited Use. The Works, or portions of the Works, may only be installed and used for education purposes; and may only be installed and used by (i) teachers who are employed by a registered school that has adopted relevant OUP student textbooks, workbooks, skill books or exercise books; (ii) teachers who are employed by a registered school that has entered into a licence agreement with OUP for using the Works; and (iii) students from the registered school that has entered into a licence agreement with OUP for using the Works.
|2.2||General Use. You may install and use one copy only of the Works.
|2.3||Distribution from Server. You may copy the Works onto computer file server(s) within your Internal Network (which means the local computer network that interconnects the computers within the school premises) for the purpose of downloading and installing the Works onto computers within the same Internal Network for use as permitted by Section 2.1 and 2.2.
|2.4||Server Use. You may install the Works on computer file server(s) within your Internal Network only for use of the Works initiated by an individual from a computer within the same Internal Network only as permitted by Section 2.3. The total number of users (not the concurrent number of users) able to use the Works on such computer file server(s) may not exceed the number of teachers teaching the relevant subject at the relevant level and the number of students who are authorized or licensed to use the Works in the relevant subject at the relevant level.
By way of example, the foregoing does not permit you to install or access (either directly or through commands, data or instructions) the Works: (a) from or to a computer not part of your Internal 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 Works unless licensed to do so by OUP, (d) as a component of a system, workflow or service accessible by more than the number of teachers teaching the relevant subject at relevant level and the number of students who are authorized or licensed to use the Works in the relevant subject at the relevant level, or (e) for operations not initiated by an individual user (e.g., automated server processing).
|2.5||Portable or Home Computer or Handheld Electronic Device Use. In addition to the use of the computer on which the Works are installed under Section 2.2, you may install a second copy of the Works for your exclusive use on a portable computer or a computer located at your home or a handheld electronic device, provided that the Works 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.
|2.6||Backup Copy. Unless you have obtained written consent from OUP stipulating otherwise, you may make no more than two (2) backup copies of the Works, provided your backup copies are not installed or used for other than archival purposes. For avoidance of doubt, you are not permitted to have copies of the Works or portions of the Works in printed form for any purpose unless licensed to do so by OUP.|
|3.||Intellectual Property Ownership.|
|The Works and any authorized copies that you make are the intellectual property of and are owned by OUP. The Works are protected by law, including but not limited to the copyright laws of Hong Kong Special Administrative Region and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant you any intellectual property rights in the Works and all rights not expressly granted are reserved by OUP and its suppliers.|
|4.||Restrictions and Requirements.|
|4.1||Notices. Any permitted copy of the Works that you make must contain the same copyright and other proprietary notices that appear on or in the Works.
|4.2||Use Obligations. You agree that you will not use the Works other than as permitted by this agreement and that you will not use the Works or any portion of the Works in a manner inconsistent with its design.
|4.3||No Modifications. Except as expressly permitted by OUP, you may not modify, port, adapt, or translate the Works.
|4.4||No Unbundling. The Works may include various applications, utilities, and components, may support multiple platforms and languages, and may be provided to you on multiple media or in multiple copies. Nonetheless, the Works are designed and provided to you as a single product to be used as a single product on computers or handheld electronic devices as permitted by Section 2. You are not required to install all component parts of the Works, but you may not unbundle the component parts of the Works for use on different computers or handheld electronic devices. You may not unbundle or repackage the Works for distribution, transfer or resale.
|4.5||No Transfer. YOU WILL NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN OR TRANSFER YOUR RIGHTS IN THE WORKS, OR AUTHORIZE ANY PORTION OF THE WORKS TO BE COPIED IN ANY MEDIUM OR FORMAT.
|4.6||In consideration for OUP’s granting this licence to you, you agree (a) to make every effort to keep the software, teaching and learning materials secure and (b) to take steps to ensure that no third party uses the Works in any way that is not in accordance with this licence agreement.|
|If the Works are an upgrade or update to a previous version of OUP Works, you must possess a valid license to such previous version in order to use such upgrade or update. After you install such update or upgrade, you may continue to use any such previous version in accordance with its end-user license agreement only if (a) the upgrade or update and all previous versions are installed on the same computer, (b) the previous versions or copies thereof are not transferred to another party or device unless all copies of the update or upgrade are also transferred to such party or device, and (c) you acknowledge that any obligation OUP may have to support the previous version(s) may end upon the availability of the upgrade or update. No other use of the previous version(s) is permitted after installation of an update or upgrade.
Upgrades and updates may be licensed to you by OUP with additional or different terms.
|OUP warrants to the individual or entity that the Works will be free from defects in material and workmanship under normal use and will conform to the published specification for 90 days from the date you receive it.|
|The limited warranty in section 6 is the only warranty offered by OUP and it states the sole and exclusive remedies for OUP’s breach of that offered warranty. The limited warranty in section 6 and any statutory warranty and remedy that cannot be excluded or limited under law are the only warranties applicable to the Works. Other than those offered and statutory warranties and remedies, OUP disclaims all warranties, conditions, representations, and terms, express or implied, whether by statute, common law, custom, usage, or otherwise as to any matter, including but not limited to performance, security, non-infringement of third party rights, integration, merchantability, quiet enjoyment, satisfactory quality, and fitness for any particular purpose. OUP does not seek to limit your warranty rights to any extent not permitted by law. The provisions of Sections 7 and Section 8 will survive the termination of this agreement, howsoever caused, but this will not imply or create any continued right to use the Works after termination of this agreement.|
|8.||Limitation of Liability.|
|The entire liability of OUP and your exclusive remedy shall be the replacement of the Works if it does not meet the warranty. In no circumstance will OUP be liable for any damage whatsoever, including but not limited to loss of data, loss of business or profits, goodwill or any consequential losses of any nature, arising out of the use or inability to use the Works.|
|This Agreement shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the Hong Kong courts.|
|If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which will remain valid and enforceable according to its terms. This agreement may only be modified in writing, signed by an authorized officer of OUP. This is the entire agreement between OUP and you relating to the Works and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Works.|
|11.||Internet Connectivity and Privacy.|
|11.1||Automatic Connections to the Internet. The Works may cause your computer or handheld electronic device, without additional notice, automatically to connect to the internet and to communicate with an OUP Web Site for purposes that may include providing you with additional information, features and functionality. Unless otherwise specified in Section 11.2 and 11.3, the following provisions apply to all automatic Internet connections by the Works:
11.1.1 When the Works automatically connect to the internet, an internet protocol address that is associated with your current internet connection is sent to an OUP Web Site;
|11.2||Updating. The Works may cause your computer or handheld electronic device, without additional notice, automatically to connect to the internet (intermittently or on a regular basis) to check for updates that are available for download to and installation on your computer or handheld electronic device and to let OUP know the results of installation attempts. You agree that OUP may collect and use technical data and related information, including but not limited to technical information about the Works installed in your computer or handheld electronic device gathered periodically to facilitate the provision of software updates, product support and other services to you relating to the use of the Works.
|11.3||Activation. The Works may cause your computer or handheld electronic device, without additional notice, and on an intermittent or regular basis, automatically to connect to the internet in order to validate that the Works are being operated in accordance with this agreement (a process referred to as “Activation”). In some cases, the Works that fail to activate may offer only limited functionality or may not operate at all.
|11.4||Privacy and Collection and Use of Personal Data.
11.4.1 It is necessary for OUP from time to time to collect and obtain your personal data for delivering the Works and/or other related services and other related purposes under this agreement and you hereby expressly acknowledge and consent to the collection, retention and use of your persoanl data by OUP. Any failure to supply any required personal data by you may result in OUP being unable to provide or continue to provide all or any of the Works and/or other related services contemplated by this agreement.
11.4.2 The purposes for which your personal data may be used are set out as follows:
(a) the delivering of the Works and/or other related services contemplated by this agreement and/or agreements entered into between the authorized licensee and OUP;
(b) the implementation and enforcement of any terms of this agreement and/or agreements entered into between the authorized licensee and OUP;
(c) the research, development and designing of other services or products or related services or products for use of OUP’s customers;
(d) marketing of OUP’s other services and products;
(e) collection and recovery of amounts outstanding from you;
(f) meeting the requirements to make disclosure under the requirements of any law binding on OUP and for the purposes of any guidelines issued by regulatory or other authorities with which OUP is expected to comply;
(g) enabling an actual or proposed assignee of OUP to evaluate the transaction intended to be the subject of the assignment; and
(h) all other incidental purposes relating thereto.
11.4.3 While all personal data held by OUP will be kept confidential and strictly in accordance with the provisions of the Personal Data Privacy Ordinance (Cap.486) and applicable Codes of Practice issued by the Office of the Privacy Commissioner for Personal Data from time to time, OUP may provide such information to the following parties (whether within or outside Hong Kong) for the purposes set out in Section 11.4.2 above:
(a) any agent, contractor or third party service provider who provides administrative, telecommunications, computer or other services to OUP in connection with the provision of the services contemplated by this agreement and/or agreements entered into between the authorized licensee and OUP;
(b) any lawyers, professional advisors and/or debt collection agencies in case of your default under this agreement;
(c) any person to whom OUP is under an obligation to make disclosure under the requirements of any law binding on OUP or under and for the purposes of any guidelines issued by regulatory or other authorities with which OUP is expected to comply;
(d) any actual or proposed assignee of OUP or transferee of OUP's rights in respect of this agreement; and
(e) the associated, affiliated, subsidiary and/or other group companies of OUP.
|11.5||Internet Access and Personal Access Information. You are solely responsible for (i) maintaining the confidentiality and security of your access number(s), password(s), security question(s) and answer(s), account number(s), login information and/or any other security or access information used by you to access and use the Works via the internet (“Personal Access Information”), and (ii) preventing unauthorized access to or use of the Personal Access Information by third party. You agree to immediately notify OUP if you become aware of any loss, theft or unauthorized use of any Personal Access Information. OUP reserves the right to deny your access and/or use of the Works or any part thereof via internet if it reasonably believes that any loss, theft or unauthorized use of Personal Access Information has occurred.|
|12.||Reference to Third Party Services and Websites|
|12.1||In connection with your use of the Works you may be made aware of other services, products, offers and promotions provided by third parties and the Works may contain or refer links to websites operated by third parties. If you decide to use any third party services or visit third party websites at your own risk, you shall be solely responsible for reviewing and understanding the terms and conditions of use governing any such third party services and websites.
|12.2||OUP shall in no event be responsible for the performance of any third party services and websites and the contents of any third party websites or any links contained in such third party websites. OUP does not review, approve, monitor, endorse, warrant, or make any representations with respect to any third party websites and the inclusion of any links in the Works is not and does not imply any affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by OUP of any information contained therein. In no event will OUP be responsible for the information contained in any such third party websites or for your use of or inability to use such websites. You further acknowledge and understand that linked third party websites may contain terms and privacy policies that are different from those of OUP and OUP shall not be responsible for such provisions and expressly disclaims any liability therefor.|
|Your rights under this agreement may be terminated or suspended by OUP immediately and without notice if you fail to comply with any term or condition of this agreement or you no longer consent to the collection and use of your personal data under Section 11.4 above. OUP reserves the right (but has no obligation whatsoever) to delete all Personal Access Information stored on its servers when this agreement has been terminated or you have decided not to continue the use of the Works upon expiry. Upon termination of this agreement, you shall immediately cease using the Works and any backup copies thereof.|