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Educational Publishing House, Ltd.

TERMS OF SUBSCRIPTION (“TOS”) – For School users Only

教育出版社 - 產品訂閱條款 - 適用於學校用戶

In consideration of Educational Publishing House Limited (“EPH”) offering a series of specialist list of the teaching resources materials (“Teaching Resources Materials”) to the Subscribers as ordered by to the Subscriber and its teacher(s), who are allowed and permitted by the Subscriber to use the Teaching Resources Materials (“Teachers”) for the Permitted Use as defined in Clause 3 hereinbelow, at a package price of an annual fee (“Annual Fee”) subject to EPH’s review from time to time. The Subscriber hereby irrevocably agrees and undertakes to comply with this TOS and procure the Teachers to duly comply with this TOS. This TOS constitutes part of the terms of the subscription agreement between EPH and the Subscriber.

All intellectual property rights (including but not limited to copyright) of the Teaching Resources Materials and e-Products (defined hereinbelow) belong to EPH exclusively (“Intellectual Property Rights”). Nothing in this Agreement shall be construed that the Intellectual Property Rights or any part hereof is assigned to the Subscriber and/or the Teachers. Any reproduction, redistribution, transmission, download, or unauthorized use or otherwise dealing with the Teaching Resources Materials is strictly prohibited without the prior written approval of EPH. For the protection of the intellectual property rights of e-Products (as defined hereinbelow) owned by EPH, the Subscriber and the Teachers are not allowed to reproduce, republish, disassemble, decompile, reverse engineer, or any attempt to discover or gain access to the source code.

Upon the payment of Annual Fee by the Subscriber to EPH for subscription of the services of the Teaching Resources Materials (“Subscription”), EPH provides the Teaching Resources Materials to the Subscriber either in printed copy form, recorded in compact discs (“CDs”), recorded in digital version or through visiting EPH’s website, apps and e-Products (those Teaching Resources Materials provided through visiting EPH’s website, Apps, e-Products and etc. are hereinafter collectively called “e-Products”). For Teaching Resources Materials provided to the Subscriber through e-Products, EPH shall provide the relevant login details to the Subscriber or allow the Subscriber to create its own login details as directed by EPH (“Login Details”) which the Subscriber is allowed to pass the same to the Teachers to use the Teaching Resources Materials therein for the Permitted Use (as defined hereinbelow) PROVIDED THAT the Subscriber warrants and undertakes to EPH (“Warranties and Undertakings”) that the Subscriber shall: -

clearly explain in advance to the Teachers all terms of TOS and procure the Teachers to fully understand that although the Teachers are not the Parties herein, they have obligations to duly comply with all terms of TOS and are also subject to and bound by the terms of use as stipulated in EPH’s website (“TOU”) (which can be access at EPH’s website address: ( http://www.ephhk.com/tou.html ) and the Teachers are required to read and fully understand thereof;

procure the Teachers to duly comply with all terms of TOS and TOU;

immediately cease using the Teaching Resource Materials upon and after the termination of the Subscription and procure the Teachers to duly comply with this sub-clause;

(a)

punctually pay the Annual Fee to EPH without delay;

(b)

take all proper measures to safeguard that EPH’s Intellectual Property Rights over the Teaching Resources Materials and E-Products are duly protected;

(c)

not infringe any of the intellectual property rights of EPH over the Teaching Resources Materials and e-Products;

(d)

use the Teaching Resources Materials solely and exclusively for the preparation of teaching the relevant subjects and delivery of the teaching thereof for the classes of the Subscriber or for any other use allowed and permitted by EPH (“Permitted Use”);

(e)

use the Teaching Resources Materials for the Permitted use only and not disclose and divulge the Login Details to any person (whether an individual or a company) other than the Teachers;

(f)

procure the Teachers to duly comply with the followings if the Subscriber allows the Teachers to use the Teaching Resources Materials or passes the Login Details to the Teachers for them to visit e-Products and use the Teaching Resources Materials therein: -

(i)	not committing any act which infringe or may infringe any of the intellectual property rights of EPH over the Teaching Resources Materials and e-Products;
(ii)	using the Teaching Resources Materials for the Permitted Use only;
(iii)	not disclosing divulging and passing the Login Details and the Teaching Resources Materials (including any copy thereof) to any other person (whether an individual or a company);

(g)

indemnify EPH and keep EPH fully indemnified for all losses and damages arising from and out of the Subscriber and/or any of the Teacher’s breach(es) of any term of TOS and TOU. Nothing in this Sub-clause shall prejudice any other rights and remedies of EPH in relation to any breach of TOS and TOU.

This Subscription lasts for one year (“Term”) and unless otherwise agreed. Either the Subscriber or EPH may terminate this Subscription at the expiry of the Term or at the expiry of any of the renewal periods of the Term by giving the other party not less than 1 months’ written notice prior to the relevant expiry date. The termination of this Subscription (for whatever reason) shall not affect the respective rights and liabilities of each of the Parties hereto accrued prior to such termination.


5.	The relationship between EPH and the Subscriber under this TOS is a relationship of a Licensor and Licensee. Nothing in this TOS shall be construed to constitute a partnership or agency relationship between the Parties.


6.	For the purpose of the Contracts (Rights of Third Parties) Ordinance (Cap.623) (“CRTPO”), the Parties herein agree that a person who is not a party to this TOS has no right under the CRTRO to enforce or to enjoy the benefit of any term of this TOS.


7.	This TOS shall be governed in all respects by the laws of the Hong Kong Special Administrative Region of the Peoples’ Republic of China (“Hong Kong”). The Parties hereby agree that the courts of Hong Kong shall have non-exclusive jurisdiction over any dispute arising from and out of this TOU.

Remarks:

EPH reserves its rights to revise, alter, modify this TOS and TOU at any time, which EPH thinks fit and appropriate, without any prior notice to the Subscriber and the Subscriber is advised to and responsible for regularly reviewing the updated terms and conditions of TOS (http://www.ephhk.com/tos.html) and TOU (http://www.ephhk.com/tou.html).