Search Box licence agreement

Oxford Advanced Learner’s Dictionary Search Box - licence agreement

Please read through this licence agreement, and press the "I agree" button to accept the terms and conditions and get the code to add the search box to your website.
By clicking the 'I Agree' button you agree to the following terms and conditions.

1	GRANT OF LICENCE

1.1	Subject to Clause 2 and 5 below, Oxford University Press ("OUP") hereby grants you a non-exclusive and non-transferable licence to incorporate the Oxford Advanced Learner's Dictionary Search Box ("the Search Box") into your website(s) for the purpose of allowing visitors to your site to access and use the Search Box for non-commercial purposes.

2	PROHIBITED USES

2.1	You may not:

2.1.1	install the Search Box on any web page which is access restricted, for example a web page that requires registration or payment to be viewed;
2.1.2	install the Search Box on a website that is not owned or controlled by you;
2.1.3	install the Search Box on a website that contains material that is likely to damage the reputation of OUP;
2.1.4	install the Search Box on a website that contains defamatory, obscene, or offensive material; or material which infringes copyright or in any way breaches any law;
2.1.5	modify all or any part of the Search Box except as necessary to incorporate the Search Box into your website;
2.1.6	duplicate, distribute or re-sell all or any part of the Search Box.


3	INTELLECTUAL PROPERTY

3.1	Subject to the licence granted in Clause 1 above, you shall not acquire any right, title or interest in the Search Box.

4	WARRANTIES

4.1	OUP GIVES NO WARRANTY, EXPRESS OR IMPLIED, AND MAKES NO REPRESENTATION THAT (I) THE SEARCH BOX WILL BE OF SATISFACTORY QUALITY, 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 SEARCH BOX WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) THAT THE MATERIAL PUBLISHED VIA THE SEARCH BOX IS EITHER COMPLETE OR ACCURATE.

4.2	IN NO CIRCUMSTANCES WILL OUP BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES 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 SEARCH BOX.

5	TERMINATION

5.1	OUP shall be entitled to terminate this Agreement at any time.  

5.2	Should OUP choose to terminate this Agreement, you shall, within 5 days of receipt of notice from OUP, remove the Search Box from your website and delete or return all copies of the Search Box to OUP.

6	INDEMNIFICATION

6.1	You will indemnify OUP against all and any losses, liabilities, costs, expenses and damages incurred by OUP as a result of, or arising from, any prohibited use of the Search Box as set out in Clause 2 above.  This indemnity will survive the termination or expiry of this Agreement and continue indefinitely.

7	GENERAL

7.1	Neither party hereto shall have any right without the written consent of the other to make any representations for the other party or to assume or create any obligation or liability on behalf of or in the name of the other party, save as expressly provided in this Agreement.  Neither this Agreement nor the relationship entered into between the parties shall comprise a partnership.

7.2	This Agreement constitutes the entire agreement between the parties in relation to the subject matter hereof and shall supersede all previous communications, representations, agreements or understandings, either oral or written between the parties with respect to the subject matter hereof save that this Clause shall not apply to any statement, representation or warranty made fraudulently. 

7.3	If any term condition or other provision of this Agreement is held to be invalid void or unenforceable or to render this Agreement or any part of it void or unenforceable then that provision shall be severable from the remaining terms conditions and provisions of this Agreement which will continue in force and be construed as if such provision had never been contained in this Agreement.

7.4	No provision of this Agreement is intended to be enforceable by a person who is not a party to this Agreement.

7.5	This Agreement is subject to English Law and the parties submit to the exclusive jurisdiction of the English courts.