The Licensee, as defined below, may permit Authorised Users to access the App subject to the terms of this Agreement. The Licensor and any such Authorised Users shall be bound by the terms of this Agreement. If the Authorised User accepts this Agreement on behalf of an institution, s/he is personally representing to OUP that s/he has the authority to enter into the Agreement on behalf of such institution.

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” shall mean the period for which the Licensee has been granted a licence to access the Works;

“App” shall mean the Oxford Educate Plus application and platform (for Android, Windows Ubuntu, and IOS) permitting online and offline access to the Works which, by virtue of logins, passwords and other security measures, is only accessible to Authorised Users;

“Authorised User"
 shall mean the Licensee, or an individual who is authorised by the Licensee to access the Works available through the App and who is affiliated with the Licensee as a current student, technician or employee;

“Charges” shall mean the charges agreed between the Licensor and Licensee;

"Commercial Use"
 shall mean 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” shall mean the school or institution that has purchased a licence for use of the Works;

“Licensor” shall mean Oxford University Press India whose registered office is at 22 Workspace, 2nd Floor, 1/22 Asaf Ali Road, New Delhi 110002 through its office at World Trade Tower, C-1, 12th Floor, Sector 16, Noida, Uttar Pradesh, India;

"Licensor Trademarks" shall mean the designations OXFORD and OXFORD UNIVERSITY PRESS;

"Material" shall mean any material including text and images contained in the Works and accessed online; and

“Works” shall mean purchased OUP works for which the right to grant access to Authorised Users is licensed from the Licensor to the Licensee.
 

2 USAGE RIGHTS AND LIMITATIONS ON USE

2.1 The Licensor hereby grants the Authorised User a non-exclusive non-transferable licence for the Access Period for the purposes of private study to access the Works in online or offline form by means of the App. The Licensor shall be responsible for the actions of such Authorised Users in accessing the App and using the Works.

2.2 For the avoidance of doubt the Authorised User may not:

2.2.1 remove or alter Licensor's copyright notices or other means of identification or disclaimers as they appear in the Works;

2.2.2 systematically make, or make multiple printed or electronic copies of portions of the  Works for any purpose;

2.2.3 except as referred to in Clause 2.6 or Clause 5.1, 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;

2.2.4 display or distribute any part of the Licensed Works on any electronic network, including without limitation, the internet and the world wide web, other than the App;

2.2.5 permit anyone other than Authorised Users to access or use the Works; and

2.2.6 use all or any part of the Works for any Commercial Use.

2.3 The Authorised User shall notify Licensee and Licensor promptly (i) of the facts and circumstances surrounding any unauthorised access, possession, or use of the Works, or Licensor's intellectual property, or any portion thereof; and (ii) on becoming aware of any claim by any third party that the Works infringe any intellectual property or proprietary right of any third party.

2.4 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.

2.5 The Licensor reserves the right to suspend access to the Works, and/or require the deletion of downloaded Works, in the event of any unauthorised use of the Works.

2.6 The Licensor grants permission to Authorised Users only to download the Works for educational use and only in the format provided and permitted by the App. Such downloaded Works shall remain the property of the Licensor and their use shall continue to be subject to this Agreement.

2.7 Recognising the damage to OUP's business that could flow from unauthorised use of the Works, the Authorised User:

(a) will use his/her best endeavours to keep the Works secure from unauthorised use;

(b) may (if relevant) only log in under his/her own user ID and password; and

(c) must refrain from disclosing passwords and user ID information to anyone other than Authorised Users. 

3 INTELLECTUAL PROPERTY RIGHTS

3.1 The Authorised User acknowledges that 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 Licensor and that this Agreement does not convey to the Authorised User any right, title, or interest therein except for the right to use the Works in accordance with this Agreement.

3.2 The Authorised User acknowledges that s/he may not create any derivative work based on any of the Works without the prior written permission of the Licensor.

4 DATA PROTECTION AND PRIVACY

4.1 The Licensor may process any personal data that the Authorised User supplies to the Licensor on registration in accordance with the Licensor’s Privacy Policy available on https://global.oup.com/privacy.

4.2 If cookies are placed in the memory of the Authorised User’s devices in the course of his/her 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 OR EDITED BY THE AUTHORISED USER

5.1 SOME WORKS MAY ALLOW THE AUTHORISED USER TO SUBMIT TEXT MATERIAL OR MEDIA CONTENT TO THE APP, OR TO EDIT TEXT MATERIAL FROM THE APP. THE AUTHORISED USER 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; AND

5.1.5 IN SIZE NOT EXCEED THE MAXIMUM LIMIT APPLICABLE.

5.2 THE AUTHORISED USER SHALL INDEMNIFY OUP AGAINST ANY AND ALL LOSSES INCLUDING LEGAL AND OTHER EXPENSES WHICH OUP MAY INCUR AS A RESULT OF ANY BREACH OF THE WARRANTY GIVEN IN CLAUSE 5.1.

6 LICENSOR REPRESENTATIONS, WARRANTIES AND LIABILITY

6.1 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 LICENSOR; OR (II) THAT THE WORKS WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION.

6.2 IN NO CIRCUMSTANCES WILL LICENSOR BE LIABLE TO THE AUTHORISED USER FOR ANY LOSS RESULTING FROM A CAUSE OVER WHICH 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 LICENSOR BE LIABLE TO THE AUTHORISED USER 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.

7 TERMINATION

7.1 Licensor may terminate this Agreement if the Authorised User is in breach of any of the terms.

7.2 Licensee may terminate this Agreement at any time but shall not be entitled to a refund.

7.3 On termination of this Agreement however caused the Authorised User’s licence to access and use the Works will automatically cease. All downloaded Works must be deleted, and the Licensee shall be responsible for ensuring that all Authorised Users have complied with the requirements of this Clause 7.

7.4 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.

8 GENERAL

8.1 Licensor’s Legal Notice at https://global.oup.com/legal  forms part of this Agreement. In case of a conflict, the clauses of this Agreement shall prevail.

8.2 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. 

8.3 No provision in this Agreement is intended to be enforceable by any third party.

8.4 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.

8.5 This Agreement shall be governed by Indian Law and are subject to the jurisdiction of the Indian courts.