Epigeum Std Access (OUPH) (UK ROW)

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TERMS & CONDITIONS

Customer details:

Order:

The Customer hereby places an Order for the following Online Course:

By signing below you are indicating that you have read and agree to the terms of this Agreement (which includes this Order Form and the Standard Terms and Conditions. Your order will be accepted by signature of this Form by OUP. OUP will return of one copy of this Order Form to you, together with the invoice for the Fee.

Epi Std Access (OUPH) (UK_ROW) January 2017 V3

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Standard Terms and Conditions

AGREEMENT BETWEEN: Oxford University Press whose registered office is at Great Clarendon Street, Oxford, OX2 6DP, UK (“OUP”); and the Customer (“you”).Signature of the Order Form constitutes your acceptance of the following terms and conditions. Capitalised terms used herein have the meanings given in the Order Form or appendices, unless otherwise indicated.

1. PAYMENT.

OUP (or its representative) will invoice you for the Fees on acceptance of your Order by OUP, and you agree to pay OIP’s (or its representative’s) invoices for the Fees within 30 days of the invoice date. OUP may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 from the due date for payment until actual payment (accruing on a daily basis and payable by you on demand). The Fees set forth in the Order Form do not include value added tax, goods and services tax and any similar sales or excise tax, and you shall pay any such tax in relation to the Fees at the prevailing rate.

2. ACCESSING THE EPIGEUM ONLINE COURSE (HOSTED BY OUP)

2.1 In this Agreement

“Start Date” shall mean the Start Date as stated on the Order Form.

"End Users" means your staff, researchers, students enrolled on a course at your institution, and any others person agreed by the parties in writing;

“EpigeumOnline Course” shall mean the electronic files comprising the e-learning courses described on the Order Form and all text, images, photographs, sound or video recordings relating thereto, including any Updates;

"Group Company" shall mean the Chancellor, Masters and Scholars of the University of Oxford trading as Oxford University Press ("OUP") and any company and legal entity owned or controlled by OUP from time to time.

“Secure Network” means a network (whether a stand alone network or a virtual network within the Internet, accessible offsite) which is only accessible to End Users. A cache server or any server or network which can be accessed by unauthorised users is not a Secure Network;

“Server” means either OUP’s server or a third party server designated by OUP on which the Epigeum Online Course is mounted and through which you and the End Users may gain access to the Epigeum Online Course by means of the World Wide Web; and

“Updates” means any updates to the Epigeum Online Course that OUPmake during the Term.

2.2 With effect from the Start Date, and in consideration of the Fees, you shall for the Term be entitled on a worldwide, royalty free, non-exclusive, non-transferable, non-sublicensable basis on the terms of this Agreement to allow End Users for the purposes of research, teaching, and private study to: access the Server by means of a Secure Network in order to search, view, retrieve and display portions of the Epigeum Online Course; electronically save portions of the Epigeum Online Course; and print out single copies of portions of the Epigeum Online Course; in each case, subject to any specific restrictions which appear on particular pages of the Epigeum Online Course.

2.3 For the avoidance of doubt, you and/or the Ends Users may not: remove or alter the copyright notices or other means of identification or disclaimers as they appear on the Epigeum Online Course; systematically make printed or electronic copies of multiple extracts of the Epigeum Online Course for any purpose except as permitted by law or as authorised by OUP;display or distribute the Epigeum Online Course or any part of it on any electronic network, including without limitation on the Internet and the World Wide Web (other than the Secure Network);permit anyone (other than End Users) to access or use the Epigeum Online Course; and/oruse the Epigeum Online Course or any part of it for any commercial use.

2.4 OUP shall provide you with the necessary online access to allow you and the End Users to access to the Epigeum Online Course.

2.5 You shall be responsible for the confidentiality and use of any password(s) given to you by OUP or created by you to access the Epigeum Online Course and any other passwords required by End Users to access the Epigeum Online Course.

2.6OUP will use reasonable endeavours to ensure that the Epigeum Online Course is available 24 hours a day. OUP shall not be liable if for any reason the Epigeum Online Course is unavailable at any time or for any period. Access to the Epigeum Online Course may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for any reason whatsoever. If you experience difficulty in accessing the Epigeum Online Course, you should notify us giving full details of the problem, and we will use our reasonable endeavours to fix the problem or provide a workaround within a reasonable period of time.

2.7You shall remain responsible for use of the Epigeum Online Course by End Users, and shall ensure that End Users do not use the Epigeum Online Course: other than in accordance with the terms of this Agreement; to send a message or communication which is offensive, abusive, defamatory, obscene, menacing or illegal or breaches any third party Intellectual Property Rights;to cause annoyance, inconvenience or needless anxiety to, or to breach the rights of any other person, or perform any illegal activity; introduce viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful; to gain unauthorised access the Server or any server, computer or database connected to the Epigeum Online Course.

2.8OUP reserves the right to revoke its consent to you allowing access to the Epigeum Online Course at any time with immediate effect, upon written notice to you, in the event that in the reasonable opinion of OUP you have failed to comply with the provisions of this clause 2.

3. INTELLECTUAL PROPERTY

OUP or its licensors own all Intellectual Property Rights in the Epigeum Online Course and any other supporting materials provided to you (“Materials”). This Agreement does not transfer any ownership in the Epigeum or its licensors’ technology or intellectual property. You will notify OUP immediately if you become aware of any infringement of OUP’s Intellectual Property Rights by End Users or otherwise and shall act in accordance with OUP’s reasonable instructions and provide such assistance as OUP may reasonably requestin relation to protecting its Intellectual Property Rights. If any the Epigeum Online Course and/orMaterials become, or in OUP’s opinion are likely to become subject to an infringement claim, OUP may at their option and expense: (i) obtain the right for you and the End Users to continue using the affected the Epigeum Online Course and/or Materials; (ii) modify or replace the affected the Epigeum Online Course and Materials to avoid the infringement claim; or (iii) if in OUP’s opinion neither (i) nor (ii) is commercially reasonable, terminate this Agreement and provide a prorated refund of the Fees. For the purpose of this Agreement “Intellectual Property Rights” means all patents, registered designs, trademarks and service marks (whether registered or not), copyright, database rights, plant breeders rights, design right, know-how, information and all similar property including that subsisting (in any part of the world) in inventions, designs, performances, computer programs, semiconductor topographies, confidential information, business names, goodwill and the styles of presentation of goods or services and in applications for protection of them in any jurisdiction.

4. CONFIDENTIALITY

“Confidential Information” is all information or data of a party, which has value by virtue of not being publicly known, and which is disclosed or otherwise made available by one party (the “disclosing party”) to the other party (the “receiving party”) in confidence under this Agreement (and includes without limitation the Materials and the terms of this Agreement). The parties will keep secret and confidential and not disclose to any third party (except to a Group Company and/or as otherwise permitted by the Agreement) and will use Confidential Information of the other only for the purpose for which it is supplied. Neither party will be in breach of this clause to the extent that the information (i) is known to the receiving party before its receipt from the disclosing party, and not already, subject to any obligation of confidentiality to the disclosing party; (ii) is or becomes publicly known without any breach of this Agreement or any other undertaking to keep it confidential; (iii) has been obtained by the receiving party from a third party in circumstances where the party making the disclosure has no reason to believe that there has been a breach of an obligation of confidentiality owed to the disclosing party; (iv) has been independently developed by the receiving party; or (v) is approved for release in writing by an authorised representative of the disclosing party.

5. REPRESENTATIONS AND WARRANTIES

5.1 OUP represents and warrants that (i) it has the right and authority to enter into this Agreement; and (ii) it is authorised to grant you access to the Epigeum Online Course in accordance with this Agreement.

5.2 You represent and warrant that (i) you have the right and authority to enter into this Agreement; (ii) you will comply with the terms and conditions under this Agreement on which you are permitted to access the Epigeum Online Course; (iii)and that you will perform your obligations under this Agreement in full compliance withall applicable laws.

5.3 Each party represents and warrants that so far as it is aware it has complied with and undertakes to continue to comply with all applicable legislation relating to personal data held or controlled by it, including the security, confidentiality, processing and sharing of any End User’s personal data.

5.4Except for the express warranties in this Agreement, any conditions, warranties, representations or other terms whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law. The Epigeum Online Course is designed to provide guidance rather than comprehensive advice and does not constitute (and should not be used as a substitute for) professional or legal advice. You must inform OUP as soon as reasonably practicable upon discovery of any error or inaccuracy in the Epigeum Online Course and Materials, and OUP, subject to the disclaimer in clause6, will then use reasonable endeavours (at its own expense and within a reasonable time) to rectify the non conformity which may include correcting the error or replacing the affected the Epigeum Online Course and Materials (or any part of them as appropriate) and the foregoing shall constitute the Customer’s sole remedy in relation to the quality of the Epigeum Online Course and Materials.

6. DISCLAIMER & LIABILITY.

Nothing in this Agreement excludes or limits either party's liability to a greater extent than permitted under applicable law. OUP will not be liable for any defect or problem with the Epigeum Online Course and Materials if such defect or problem results from or is contributed to by: (i) use of the Epigeum Online Course and Materials in a way which is not in accordance with this Agreement and OUP’s recommended instructions; (ii) alterations made to the Epigeum Online Course and Materials; (iii) your or your End User’s breach of this Agreement; or (iv) any third party products or software connected to or operated with the Epigeum Online Course and Materials, unless expressly approved by OUP. OUP will have no liability to you for, and you will indemnify and hold harmless OUP against, any liability for the consequences of your or your End User’s use of the Epigeum Online Course and Materials (save to the extent that such liability results from OUP’s negligence or breach of this Agreement) and any claims for infringement resulting from your alterations to Epigeum’s Online Course andMaterials (whether or not allowed under the terms of this Agreement). OUP will not be liable to you for any claim for loss of profits, loss of expected savings, loss of goodwill, loss of business opportunity, loss of data, or indirect consequential or special loss or damage, regardless of the form of action (contract, strict liability, or tort including negligence). OUP’s aggregate liability in respect of all causes of action arising out of or in connection with this Agreement will be limited to the total Fees paid by you in any calendar year.

7. TERMINATION

This Agreement is for the Term. OUP may terminate this Agreement upon written notice to you and with immediate effect if (i) you fail to pay any sum properly due under this Agreement within 30 days of the invoice date; or (ii) you or any End User breaches any term of this Agreement. Either of us may terminate this Agreement with immediate effect by notice in writing if the other: (i) materially breaches this Agreement and if capable of remedy does not remedy it within 30 days of written notice so to do; or (ii) is unable to pay its debts or enters into compulsory or voluntary liquidation or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator appointed or ceases for any reason to carry on business or takes or suffers any similar action which means that it may be unable to pay its debts in any jurisdiction. On termination of this Agreement for whatever reason, you will return, or destroy (at OUP’s option) all of OUP’s property (including OUP’s Confidential Information and the Epigeum Online Course and Materials). The provisions of clauses 3,4, 5,6, 7,8 and 10shall survive termination of this Agreement.

8. DISPUTE RESOLUTION.

This Agreement shall be governed by and construed in accordance with English law, and we each hereby irrevocably submit to the non-exclusive jurisdiction of the English Courts to resolve any dispute that we have been unable to resolve amicably in accordance with the following steps: (i) each of us agrees to attempt in good faith to resolve any dispute first by discussing it; (ii) if we cannot resolve the dispute within 1 month, except for debt recovery, we each agree to attempt in good faith to resolve the dispute through mediation by the Centre for Effective Dispute Resolution in accordance with their rules and within 2 months of the start of the procedure. Nothing in this Agreement will prevent either party from seeking injunctive relief to prevent or stay a breach of any provision of this Agreement.

9. TAX

You shall pay all amounts due to OUP without any deduction and/or withholding other than such amount (if any) you are required to deduct and/or withhold by law and/or upon other direction of any national authority. In the event you are required to make such deduction and/or withholding, you shall notify OUP before any such deduction and/or withholding is made and paid to the authority concerned and further shall at the written request of OUP, do all things in your power which may be necessary to enable or assist OUP to claim exemption therefrom or the application of a preferential rate under any double taxation and/or similar agreement and/or convention from time to time in force and shall provide OUP at the time of payment with such evidence as you may possess and as may be reasonably required by OUP as to the deduction and payment of the tax and/or of the sums withheld.

10. GENERAL.

If any provision of this Agreement is unenforceable such provision shall be severed from this Agreement, which shall otherwise remain in full force and effect. The parties will not be considered to be partners or have the right or authority to bind the other in any way. A third party will not have any rights under this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999. OUP may freely transfer or assign its rights or duties under this Agreement, but you may not transfer or assign your rights or duties under this Agreement without the prior written consent of OUP. Any failure or delay by either Party in the performance of its obligations pursuant to this Agreement which is due to a force majeure event will not be deemed a default of this Agreement or a ground for termination. All formal notices required to be sent shall be by letter sent to the party’s registered office by recorded delivery post (which if not returned as undelivered will be deemed to have been given 7 working days after the day on which it was sent). Failure or delay in exercising or partial exercise of any right available to a party under this Agreement in any particular instance will not prevent the exercise of that right in future or in any other instance. This Agreement constitutes the entire agreement between the parties and supersedes all other communications between the parties in respect of its subject matter. This Agreement is drafted in the English language. If this agreement is translated into any other language, the English language version shall prevail.