EFFECTIVE DATE: the date of acceptance of this EULA.
LICENSOR: OXFORD UNIVERSITY PRESS INDIA of 1st Floor, YMCA Library Building, 1 Jai Singh Road, New Delhi - 110 001, India.
LICENSEE: the school subscribing to the Licensor’s Online Teacher Training platform and which has entered into a framework school licence with the Licensor.
ACCESS PERIOD: from the Effective Date for a period of one month for each Online Teacher Training Module (“Module”) for any individual who is authorised by the Licensee to access the Online Teacher Training platform and who is affiliated with the Licensee as a current teacher or employee “Authorised User”). Each Module will be licenced as part of a package of seven Modules (each a “Package” and collectively the “Packages”). Access to a particular Module shall not extend beyond the expiry of any three (3) month period for the Package in which the Module was included, unless specifically authorised by Licensor.
By accepting this EULA and proceeding to the Online Teacher Training platform, the Authorised User accepts and agrees to the terms of this Agreement including the Schedule.
In this Agreement, "Authorised User" shall mean an individual who is authorised by the Licensee to access the Online Teacher Training ("OTT") platform and who is affiliated with the Licensee as a current teacher or employee.
USAGE RIGHTS AND LIMITATIONS ON USE
The Licensor hereby grants the Licensee a non-exclusive non-transferable licence for the Access Period to allow Authorised Users to access and use OTT on the terms of this Licence.
For the avoidance of doubt the Licensee and Authorised Users may not:
remove or alter Licensor's copyright notices or other means of identification or disclaimers as they appear in OTT;
systematically make multiple printed or electronic copies of portions of OTT; reverse compile, download, copy, modify, adapt, distribute, transmit, assign, transfer, publish, reproduce, retain, damage, change, alter or otherwise deal in or encumber OTT 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;
permit anyone other than Authorised Users to access or use OTT; and
use all or any part of OTT for any commercial use.
RESPONSIBILITIES OF THE LICENSEE
The Licensee 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 licenses necessary to access OTT online.
The Licensee shall upon request by Licensor provide to the Licensor a list of the number, names and or other personal data relating to the Authorised Users reasonably required by the Licensor.
The Licensee is responsible for the confidentiality and use of all passwords and will take all reasonable precautions to ensure that Authorised Users are aware that OTT is protected by copyright and only Authorised Users are permitted to access OTT.
The Licensee will notify Licensor immediately if it becomes aware of any unauthorised use of OTT by an Authorised User.
The Licensee shall notify Licensor promptly: (i) of the facts and circumstances surrounding any unauthorised access, possession, or use of OTT, or Licensor's intellectual property, or any portion thereof; and (ii) on becoming aware of any claim by any third party that OTT infringes an intellectual property or proprietary right of any third party.
Upon becoming aware of any unauthorised use of OTT by an Authorised User, the Licensee shall promptly initiate disciplinary procedures in accordance with the Licensee's standard practice.
RESPONSIBILITIES OF THE LICENSOR
Licensor shall use all reasonable efforts:
to make OTT available by means of the internet to the Licensee in advance of the Access Period and code generation and for the duration of the Access Period;
to nominate one person (at a third party customer service provider) to provide assistance to Licensee in the event of technical problems, although first line support for the Authorised Users is the responsibility of the Licensee.
The Licensor reserves the right to suspend access to OTT in the event of any unauthorised use of OTT.
Unless otherwise agreed between the parties and subject to the provisions in Clause 4.4, Licensor shall provide the following services to the Licensee:
assistance regarding use of the Package and the provision of FAQs to the Authorised Users of the Licensee, as the Licensor shall in its absolute discretion see fit;
a hotline enquiry line for Authorised Users of the Licenses (from 10:00 am to 6:00 pm Monday to Friday excluding public holidays);
email technical support concerning the Package to the Authorised Users of the Licensee; and
such emergency repair work of the Packages as the Licensor shall in its absolute discretion think fit;
upgrading the Package in such manner as Licensor shall in its absolute discretion see fit.
Licensor shall not be obliged to provide the services mentioned in Clause 4.3 above if:
there is improper use or operation of the Package by the Licensee or the Authorised Users;
the Licensee is in breach of this Agreement;
the Licensee fails to implement recommendations in respect of or solutions to enquiries previously advised by Licensor; or
the Licensee engages any person other than Licensor to provide the services mentioned in Clause 4.3 above without Licensor’s prior written consent.
For the avoidance of doubt, ‘first line support’ for the Authorised Users will be the responsibility of the Licensor. This will be provided by a third party customer service provider, who will route the issues and support-related information to the Licensor.
ACKNOWLEDGMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
The Licensee and Authorised User acknowledges that all copyrights, patent rights, branding including the registered trademarks OXFORD and OXFORD UNIVERSITY PRESS, services marks, database rights, trade secrets and other intellectual property rights relating to OTT, are the sole and exclusive property of Licensor and that this Agreement does not convey to the Licensee any right, title, or interest therein except for the right to use OTT in accordance with the terms and conditions of this Agreement.
The Licensee acknowledges that neither it nor any Authorised User may create any derivative work based on OTT.
The Licensee warrants, in relation to the provision of the personal data of the Authorised Users, that it has obtained all necessary consents in accordance with Indian legislation from the individuals concerned to provide such personal data to the Licensor for transmitting, storing, disclosing, analysing or otherwise using such personal data for the purposes of performing this contract, preparing statistics, carrying out research, or communicating OUP courses or services to such Authorised Users. Licensee will inform Licensor of any changes to such personal data during the contractual term. The Licensor will process any data received under this Agreement in accordance with Indian law.
REPRESENTATIONS AND WARRANTIES
Licensor represents and warrants that it has the power to enter into this Agreement and to grant the rights conferred herein to the Licensee.
Save as provided above, Licensor gives no warranty, express or implied, and makes no representation that: (i) OTT 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 OTT will operate error free or without interruption.
In no circumstances will Licensor be liable to the Licensee or any third party (including an 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.
In no circumstances will Licensor be liable to the Licensee or any third party (including an 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 OTT.
The Licensee agrees that the entire liability of Licensor to the Licensee or Authorised Users 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 OTT shall be the refund of any charges paid under this agreement during the Access Period in which the claim arises.
The Licensee may terminate this Agreement at its convenience during the Access Period but shall not be entitled to a refund.
Either party may terminate this Agreement forthwith by serving written notice on the other if the other party commits a material breach of this Agreement and in the case of a breach capable by remedy that breach is not remedied within (thirty) 30 days of a request to do so. Without limitation, a breach by the Licensee of the provisions of Clauses 3.3 or 3.4 above would constitute a material breach of this Agreement.
No party shall disclose to any third party the contents of this Agreement without the prior written consent of the other party. The contents of this Agreement may however be disclosed to the relevant government authorities as required by law or court order, the legal advisers of the parties for the purpose of seeking legal advice and such authorised staff of the parties who need to have access thereto for the purpose of performing their duties.
This Agreement is personal to the Licensee and Authorised User and the rights granted under it do not extend to its subsidiary or parent organisations, nor may such rights be assigned or sublicensed without the prior written consent of the Licensor. Licensor may assign the benefit of this Agreement together with its rights and obligations to any affiliated companies of Oxford University Press. Any direct or indirect change in the shareholding or control of Licensor shall not be an assignment under this Agreement.
All notices required to be given under this Agreement shall be given in writing in English and left at or sent by first class registered or recorded delivery to the appropriate address shown at the head of this Agreement, or such other address as the party concerned shall from time to time designate by notice pursuant to this Clause. Such notices shall be deemed to be delivered: (i) when left at the addressee's address; or (ii) if posted 10 (ten) days after posting. All notices to Licensor shall be marked for the attention of OUP India’s Finance Director. All notices to the Licensee shall be sent to the address listed in the head of this Agreement. 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.
Neither the Licensee nor the Licensor shall be responsible to the other 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.
No provision in this Agreement is intended to be enforceable by any third party.
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.
Headings used in this Agreement are for convenience only and are deemed not to be part of the EULA.
This Agreement shall be governed by Indian Law and is subject to the jurisdiction of the Indian courts.