TERMS AND CONDITIONS OF USE

IMPORTANT
PLEASE NOTE IN PARTICULAR CLAUSE 6.5 OF THESE TERMS AND CONDITIONS

1    OUR AGREEMENT
1.1    These terms and conditions ("the Agreement") relate to (1) registration with Oxford University Press, Great Clarendon Street, Oxford ("OUP" or "us") using the unique access code ("the Access Code") that you have purchased or will purchase; and (2) use of the online English-teaching product ("the Product") to which this code relates. These terms override any other statements or terms and conditions whether verbal or in writing.
  
2    REGISTRATION
In order to access the Product, you are required to submit the Access Code and certain personal information including, but not limited to, your email address and a suitable password. Upon validation of the Access Code you be able to access the Product using the login and password you selected during registration.
  
2.1    BY CLICKING I AGREE YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, RETURN THE ACCESS CODE AND ANY ACCOMPANYING PACKAGING, MANUALS, BOOKS OR OTHER MATERIALS IN THE ORIGINAL PACKAGING TO THE DEALER OR SUPPLIER FROM WHOM YOU OBTAINED THEM, WHO, IN THE EVENT OF YOU HAVING PURCHASED THE ACCESS CODE AND IT AND THE ACCOMPANYING ITEMS BEING IN A SALEABLE CONDITION, WILL REFUND THE PRICE PAID.
  
3    PERIOD OF ACCESS
3.1    You will have access to the Product for a period of 12 or 18 months from the date of registration. OUP's warranty to you in respect of the operation of the Product is set out in clause 7 below. The terms and conditions that apply specifically to your use of the Product are set out below.
  
   We may make changes to these terms
   We amend these terms from time to time. Every time you wish to use the Product, please check these terms to ensure you understand the terms that apply at that time. These terms were most recently updated on 31 May 2020.
  
   We may make changes to our Product
   We may update and change our Product from time to time to reflect changes to our users' needs, updates to the Product as necessary and our business priorities. OUP will try to give you reasonable notice of any major changes.
  
4    LEGAL NOTICE
4.1    The terms of OUP's Legal Notice at http://global.oup.com/legal?cc=gb form part of our Agreement.
  
5    JURISDICTION
5.1    This Agreement shall be interpreted in accordance with English Law and the English Courts shall have exclusive jurisdiction.
  
6    TERMS SPECIFIC TO USE OF THE PRODUCT
  
6.1    In consideration of the payment by you in full for the Access Code, OUP grants to you the non-exclusive, non-transferable licence to use the Product as set out below and for the period of access set out in clause 3.
  
6.2    You may not print off or copy the Product unless this is expressly permitted within particular screens or documents within the Product.
  
6.3    Recognising the damage to OUP's business which would flow from unauthorised use of the Product, you will:
  
  
6.3.1    use best endeavours to keep the Product secure from unauthorised use;
6.3.2    log in only under your own user ID and password and not disclose your password to anyone; and
6.3.3    notify OUP immediately of any infringement of this Agreement or abuse of user name or password or if you become aware of any of the following: (a) any loss or theft of password(s); (b) any unauthorised use of any of user ID or password(s); or (c) any breach of the terms of this Agreement.
  
6.4    You will obtain at your 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 the Product online.
  
6.5    THE PRODUCT AND CONTENT (INCLUDING DESIGNS) ON THE PRODUCT URL(S) IS PROTECTED BY © COPYRIGHT AND MUST NOT BE USED, DISPLAYED, MODIFIED, ADAPTED, DISTRIBUTED, TRANSMITTED, TRANSFERRED, PUBLISHED OR OTHERWISE REPRODUCED IN ANY FORM BY ANY MEANS OTHER THAN STRICTLY IN ACCORDANCE WITH THIS AGREEMENT.
  
   By submitting a contribution to the messaging and discussion tools of the Product, you agree to grant OUP a non-exclusive licence to use that contribution. Although you will still own the copyright in your contribution, OUP will have the right to freely use, edit, alter, reproduce, publish and/or distribute the material contained in your contribution. This licence will be free of charge, perpetual and capable of sub-licence. OUP may exercise all copyright and publicity rights in the material contained in your contribution in all jurisdictions, to their full extent and for the full period for which any such rights exist in that material.
  
   Please also note that, in accordance with the Content Standards (see paragraph X below) you must ensure that your contribution does not infringe any copyright, database right or trade mark of any other person. By submitting your contribution, you are warranting that you have the right to grant OUP the non-exclusive copyright licence described above.
  
   If you are not in a position to grant such a licence to OUP, please do not submit the contribution.
  
   Without prejudice to any other right or remedy, OUP reserves the right to withdraw the Product immediately if it becomes aware of any infringement of the copyright in the Product by you.
  
7    WARRANTY
7.1    The Product is provided "as is" and OUP expressly excludes to the maximum extent permitted by law, all other representations, warranties, conditions or other terms, express or implied, including the implied warranties:
  
7.1.1    of non-infringement, satisfactory quality, merchantability and fitness for a particular purpose; and
7.1.2    that the operation of the Product will be uninterrupted or free from errors.
  
8    LIMITATIONS OF LIABILITY
8.1    OUP's entire liability in contract, tort, negligence or otherwise for damages or other liability (including where access cannot be granted to the Product) shall be the return of the price paid for the Access Code.
  
8.2    OUP does not seek to limit or exclude liability for death or personal injury arising from OUP's negligence.
  
9    TERMINATION
9.1    This Agreement may be terminated by OUP immediately upon you breaching any of the terms of this Agreement.
  
9.2    Upon termination of this Agreement, you shall cease using the Product and destroy all copies thereof (including stored copies).
  
10    We may suspend or withdraw the messaging and discussion tools from the Product
   The messaging and discussion tools is made available free of charge via the Product.
  
   We do not guarantee that the messaging and discussion tools, or any content on them, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the messaging and discussion tools for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
  
   You are also responsible for ensuring that all persons who access the messaging and discussion tools through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.
  
11    Do not rely on information on the messaging and discussion tools
   The content on this messaging and discussion tools is provided by users of the Product. It is not intended to amount to advice or information on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the messaging and discussion tools.
  
   We make no representations, warranties or guarantees, whether express or implied, that the content on the messaging and discussion tools is accurate, complete or up to date.
  
12    We are not responsible for websites linked to from the messaging and discussion tools
   Where the messaging and discussion tools contains links to other sites and resources provided by third parties, these links are provided (by us or other users) for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
  
   We have no control over the contents of those sites or resources.
  
13    We and teachers may moderate the material you post
   The messaging and discussion tools are not moderated. OUP will not be responsible as author, editor or publisher of any contribution submitted to the messaging and discussion tools and we expressly exclude our liability for any loss or damage arising from the use of the messaging and discussion tools by any person in contravention of these rules. OUP reserve the right to promptly remove, or to disable access to, any contribution which we deem to be potentially defamatory of any person, unlawful or in violation of any third-party rights.
  
   Teachers shall be expected to monitor the content of the messaging and discussion tools and remove any material which is potentially defamatory of any person, unlawful or in violation of any third-party rights.
  
14    Use of the Product by minors
   The use of the Product by a minor is subject to the consent of their teachers. We advise teachers who permit their children to use the Product that it is important that they communicate with their children about their safety online. Minors who are using the Product should be made aware of the potential risks to them and of their obligation to comply with these rules when using the Product.
  
   We will do our best to assess any possible risks to minors from third parties when they use the messaging and discussion tools and the Product generally, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks.
  
15    Content standards
   These Content Standards apply to each part of a contribution as well as to its whole. The Content Standards must be complied with in spirit as well as to the letter. OUP will determine, in its discretion, whether a contribution breaches the Content Standards.
  
   A contribution must:
  
  
  • Be accurate (where it states facts).
  • Be genuinely held (where it states opinions).
  • Comply with the law applicable in England and Wales and in any country from which it is posted.
  • Be relevant.
   A contribution must not:
  
  
  • Be defamatory of any person.
  • Be obscene, offensive, hateful or inflammatory.
  • Bully, insult, intimidate or humiliate.
  • Promote sexually explicit material.
  • Promote violence.
  • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  • Disclose the name, address, telephone, mobile or fax number, e-mail address or any other personal data in respect of any individual.
  • Infringe any copyright, database right or trade mark of any other person.
  • Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
  • Be in contempt of court.
  • Be likely to harass, upset, embarrass, alarm or annoy any other person.
  • Impersonate any person or misrepresent your identity or affiliation with any person.
  • Give the impression that the Contribution emanates from OUP if this is not the case.
  • Advocate, promote, incite any third party to commit, or assist any unlawful or criminal act.
  • Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
  • Contain any advertising or promote any services or web links to other sites.
  
16    We are not responsible for viruses and you must not introduce them
   We do not guarantee that the Product will be secure or free from bugs or viruses.
  
   You are responsible for configuring your information technology, computer programmes and platform to access our Product. You should use your own virus protection software.
  
   You must not misuse our Product by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Product, the server on which our Product is stored, or any server, computer or database connected to our Product. You must not attack our Product via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Product will cease immediately.
  
17    Breach of the Content Standards
   When we consider that a breach of the Content Standards has occurred, we may at our discretion take such action as we deem appropriate. Failure to comply with these Content Standards constitutes a material breach of the terms of use on which you are permitted to use the Product, and may result in our taking all or any of the following actions:
  
  
  • Immediate, temporary or permanent withdrawal of your right to use the Product.
  • Immediate, temporary or permanent removal of any contribution already posted on the Product.
  • Issue of a warning to you.
  • Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
  • Further legal action against you.
  • Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
  
   We exclude our liability for all action we may take in response to breaches of these terms and the Content Standards. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
  
18    Complaints
   If you wish to complain about any contribution posted to the messaging and discussion tools of the Product, please contact us at eltpractice@oup.com. We will then review the contribution and decide whether it complies with our Content Standards. We will deal with any contribution which, in our opinion, violates our Content Standards as described above. We will inform you of the outcome of our review within a reasonable time of receiving your complaint.
  
19    How we may use your personal information
   We will only use your personal information as set out in our Privacy Policy.
  
20    We may transfer this agreement to someone else
   We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
  
21    Which country's laws apply to any disputes?
   If you are a consumer, please note that these rules, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
  
   If you are a business, these rules, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.