The parties hereto agree as follows:
SECTION 1. SUBSCRIPTION
1.1 Subscribed products
The-Yuan hereby grants to the Subscriber the non-exclusive, non-transferable right to access and use the Content (as defined below) on the Website during the effective subscription term (as confirmed by the Subscriber upon submission of the subscription order online) subject to the terms and conditions of this Agreement.
1.2 Authorized uses
The Subscriber may access, search, browse, view, print, download and store a reasonable portion of individual items from the Content for the exclusive use of the Subscriber.
1.4 Restrictions on use of Subscribed Products
Except as may be expressly permitted in this Agreement, the Subscriber may not:
(i) incorporate links to the Content on the Subscriber’s own or any third party’s intranet and internet websites;
(ii) use, sell, publish, distribute, retransmit or otherwise provide access to the Content to anyone, including, if applicable, the Subscriber’s students or employees;
(iii) abridge, modify, translate or create any derivative work based on the Content;
(iv) remove, obscure or modify in any way any copyright notices, other notices or disclaimers as they appear in the Content;
(v) use any robots, spiders, crawlers or other automated downloading programs, algorithms or devices to continuously and automatically search, scrape, extract, deep link, index or disrupt the working of the Content;
(vi) substantially or systematically reproduce, retain, store locally, redistribute or disseminate online the Content; or
(vii) post any part of the Content on social networking sites.
1.5 Intellectual Property
The Subscriber acknowledges that all right, title and interest in and to the text, graphics, images, video, artwork, metadata and other data, design, organization, compilation, look and feel, advertising and all other protectable intellectual property, including but not limited to any copyrights, trademarks, service marks, trade names, trade dress, patent rights, or database rights (the “Content”) available through the Website remain with The Yuan and its contributors, except as expressly set forth in this Agreement, and that the distribution of the Content could materially harm The Yuan and its contributors.
SECTION 2. THE YUAN PERFORMANCE OBLIGATIONS
2.1 Quality of Service
The Yuan shall use reasonable efforts to provide the Content with a quality of service consistent with industry standards except for certain scheduled maintenance and repairs performed at a time to minimize inconvenience to the Subscriber, and to restore service as soon as possible in the event of an interruption or suspension of service.
2.2 Withdrawal of Content
The Yuan reserves the right to withdraw from the Content that it no longer retains the right to provide or that it has reasonable grounds to believe is unlawful, untrue, harmful, false or infringing.
SECTION 3. SUBSCRIBER PERFORMANCE OBLIGATIONS
3.1 Authorized Access
Only one individual may access the Content during the effective subscription term at the same time using the same username or password.
3.2 Protection from Unauthorized Access
The Subscriber shall use reasonable efforts to:
(i) ensure that access to and use of the Content is limited to the personal use of the Subscriber only;
(ii) ensure that any passwords or credentials used to access the Content are issued only to the Subscriber and that the Subscriber shall not divulge any passwords or credentials to any third party; and
(iii) immediately upon becoming aware of any unauthorized use of the Content, inform The Yuan and take appropriate steps to ensure that such activity ceases and to prevent any recurrence.
In the event of any unauthorized use of the Content, The Yuan may suspend the access.
SECTION 4. FEES AND PAYMENT TERMS
The Yuan accepts certain credit cards and will automatically charge the Subscriber’s card for all applicable fees monthly or yearly, depending on which account selected by the Subscriber, until the account was cancelled. The account fee will be billed when the Subscriber opens the account. Account fees are fully earned when paid, with no refunds or credits for partial months or years. If any fee is not timely paid, or The Yuan cannot process the Subscriber’s transaction due to inaccurate information, The Yuan reserves the right to revoke access to such account.
All information the Subscriber provides in connection with monetary transactions must be accurate, complete, and current.
If the Subscriber wishes to switch to a different credit card or if there is a change in the credit card validity or expiration date, the Subscriber may edit information on account settings page accordingly. If the credit card expires, the Subscriber’s continued use of the Content authorizes The Yuan to continue billing the card and the Subscriber remains liable for any unpaid amounts. The Subscriber is thus responsible for keeping contact and payment information up to date.
4.2 No Refunds
The Subscriber may stop use the Content at any time, but with no refunds for cancelation. If The Yuan suspends or terminates the Subscriber’s account or this Agreement due to the Subscriber’s breach hereof, the Subscriber understands and agrees that there shall be no refund or exchange for any unused subscription time, any license or subscription fees for any portion of the service.
4.3 Special Offers
The Yuan may grant special offers to certain eligible groups. If qualifies and subscribes through a special offer, the Subscriber will be billed at the special rate advertised for one year and automatically renew at the regular rate thereafter.
SECTION 5. TERM
The term of this Agreement shall commence when The Yuan upon the effective date of the subscription information and shall continue in perpetuity, in accordance with the usage provisions of this Agreement.
SECTION 6. NO WARRANTY
6.1 The Subscriber acknowledges and agrees that the Content is provided by The Yuan on an “as is” and “as available” basis without warranties of any kind, either express or implied, including but not limited to warranties of fitness for any particular purpose.
6.2 The Yuan makes no warranty that the Content will be true, accurate, complete, or error free. The Subscriber further agrees that the Content is provided at the Subscriber's sole risk and the Subscriber assumes total responsibility for the Subscriber’s use of the Content.
6.3 Except for the express warranties and indemnities stated herein and to the extent permitted by applicable law, in no event shall The Yuan or its contributors be liable for any indirect, incidental, special, consequential or punitive damages including, but not limited to, loss of data, business interruption or loss of profits, arising out of or in connection with this Agreement, even if The Yuan or any supplier has been advised of the possibility of such liability or damages.
SECTION 7. GENERAL
7.1 Force majeure
Neither party’s delay or failure to perform any provision of this Agreement as a result of circumstances beyond its control (including, but not limited to, war, strikes, fires, floods, governmental restrictions, power failures, telecommunications or Internet failures or damage to or destruction of any network facilities or servers) shall be deemed a breach of this Agreement.
The invalidity or unenforceability of any provision of this Agreement shall not affect any other provisions of this Agreement.
7.3 Entire agreement
This Agreement contains the entire understanding and agreement of the parties and merges and supersedes any and all prior and contemporaneous agreements, communications, proposals and purchase orders, written or oral, between the parties with respect to the subject matter contained herein.
7.4 Jurisdiction and Dispute Resolution
This Agreement will be governed by and construed in accordance with the laws of Hong Kong, without regard to conflict of law principles. Any dispute arising from or in connection with this Agreement shall be submitted to Shanghai International Economic and Trade Arbitration Commission/Shanghai International Arbitration Center for arbitration.
The Subscriber shall not assign, transfer or license any of its rights or obligations under this Agreement unless it obtains the prior written consent of The Yuan, which consent shall not unreasonably be withheld.
All notices to The Yuan shall be sent to email@example.com, and all notices to the Subscriber shall be delivered to the contact details identified on the subscription information or to such other address(es) as the party concerned designates by notice hereunder.