1.1. The e following provisions set forth the terms and conditions (the ‘General Provisions’) governing the supply and use of all text, data, images, graphics, audio and/or audiovisual material, software programs, marks, logos, brands and/or other material as relevant and more particularly specified in the Special Deal Terms (together, the ‘Content’) by the Supplier to the Distributor.
1.2. Capitalized expressions used in these General Provisions shall have the meanings set out in the Special Deal Terms or as otherwise specified in this document. The General Provisions, Special Deal Terms and any documents referred to in them together constitute an agreement for granting of a licence in and to the Content by the Supplier to the Distributor (the ‘Agreement’).
1.3. In the event of inconsistency between parts of this Agreement, the Special Deal Terms shall take precedence over these General Provisions.
The Supplier shall provide the Content to the Distributor in accordance with the Delivery Requirements and otherwise in accordance with this Agreement and the reasonable instructions of the Distributor as provided from time to time.
3.1. The Supplier grants to the Distributor by way of nonexclusive licence the right to make available and distribute the Content by means of the Site/Service to users in one or more Territories including without limitation by browsing, downloading, playback, storage and purchase subject always to applicable usage restrictions
3.2. In addition, the Supplier grants to the Distributor the right to use the brands, logos, names and trademarks relating to the Supplier and the Content, together with, demos and/or excerpts of the Content, on the Site/Service (and on all other media subject to the prior approval of the Supplier) for the purpose of marketing or advertising the availability of the Content. All use of the Supplier’s brands, logos, names and trademarks under this Agreement shall be subject to the Distributor’s compliance with the Supplier’s practicable usage guidelines (if any), as supplied to the Distributor from time to time. All goodwill from such use shall accrue to the Supplier.
3.3. Solely except to the extent technically necessary to facilitate the distribution of the Content in accordance with this Agreement the Distributor may not make any changes to the Content without the approval of the Supplier or unless requested to do so by the Supplier. If requested to do so by the Supplier the Distributor shall make such changes as soon as reasonably possible. Unless otherwise agreed or where technically unfeasible in the circumstances, the Distributor shall refrain from removing or concealing the copyright notices contained in the Content.
3.4. Each party acknowledges that save as expressly set out in this Agreement nothing shall operate to transfer the title of any intellectual property rights owned and/or controlled by one party to the other party.
4.1. As consideration for content supply, Distributor shall pay 70% of the site’s gross revenue to contributing teachers (i.e. content suppliers) the amount of which shall be shared among the contributing teachers on a pro rata basis solely determined by total number of downloads.
4.2. After 10 years from the date of coming into effect of this Agreement, Distributor shall pay contributing teachers 80% of the gross revenue which amount shall be shared on a pro rata basis among the contributing Teachers.
5.1. The Supplier represents and warrants that: (a) it holds the unlimited right and title to grant the licence set out under this Agreement, and no additional licences, permissions, waivers, consents or payments with regard to copyrights, trade mark rights, patents, rights to names/personality/likeness/image, privacy rights, performers rights, moral rights, design rights, rights to images or other industrial or intellectual property rights of any kind (‘IPR’) are necessary in order for the Distributor to use the Content in accordance with this Agreement, and that such use will not infringe any third party rights whatsoever; (b) it shall always use its best eﬀorts to prevent the Content from being infected by viruses or other harmful programs; and (c) the Content will not be, or contain anything which is defamatory, obscene or otherwise unlawful in any part of the Territory.
6.1. Neither party limits its liability to the other for (a) fraudulent misrepresentation or (b) death or personal injury caused by the negligence of, in either case, that party or the employees, agents or sub-contractors of that party.
6.2. Subject to sub-clause 6.1., neither party shall be liable under contract, tort or any other head of law, to the other party for any indirect loss, consequential loss or loss of anticipated savings. In respect of all other loss, Distributor’s aggregate liability to the other Supplier under this Agreement is limited to the fees paid or payable to the Supplier.
6.3. The Supplier hereby indemnifies and holds the Distributor harmless against all loss, damage, costs, expenses and liabilities that the Distributor may suffer as a result of (a) any claim or threatened claim (a ‘Claim’) by any third party relating to the Content (including without limitation a Claim for infringement of IPR in the Content); and (b) breach by the Supplier of its warranties under Clause 5 above. The limitation of liability at Clause 6 above shall not apply to this indemnity.
6.4. The Distributor shall promptly notify the Supplier in writing of any Claim of which it has notice. Unless otherwise instructed by the Distributor, the Supplier shall diligently conduct the defence of the Claim. The Supplier may not settle the Claim in any manner that binds the Distributor in any way without obtaining the Distributor’s prior written consent to the terms of such settlement (which consent shall not be unreasonably withheld or delayed).
6.5. The Supplier shall ensure that it carries at all times commercially adequate insurance to meet any claims by the Distributor under this Agreement. On written request by the Distributor the Supplier shall provide the Distributor with reasonable documentary evidence of compliance with this sub-clause.
Each party undertakes and shall ensure that its employees, agents and sub-contractors undertake to treat as confidential all technical and non-technical information as well as business and operating matters that come to their attention in connection with its cooperation with the other party in verbal, written, graphical or other form and to refrain from making such information and matters accessible to third parties either directly or in directly.
8.1. This Agreement shall come into force on the Commencement Date and remain in effect for the Term unless terminated earlier as set out below.
8.2. Unless otherwise provided in the Special Terms, either party shall have the right to terminate this Agreement forthwith, without prejudice to its other contractual rights: (a)if the other party is in material breach of this Agreement and either such breach is not capable of remedy or such breach remains not remedied within 60 days from the date of being notified of such breach by the non-defaulting party; (b)upon the expiry of  days written notice of termination to the other party; or (c)if the other party becomes insolvent, a petition to initiate insolvency proceedings has been filed, or if the other Party enters into an assignment agreement for the benefit of his creditors.
9.1. No amendment to this Agreement shall be valid or enforceable unless in writing and signed by duly authorized representatives of both parties.
9.2. No assignment or sub-licensing of rights or obligations under this Agreement is permitted without the prior written consent of the other party the consent of which shall not be unreasonably withheld or delayed.
9.3. If any provisions of this Agreement are or become invalid, this shall not affect the validity of the other provisions. In such an event, the parties shall replace the invalid or ineffective provision with one that most closely approximates the economic interest of the parties.
9.4. All notices made under this Agreement shall be made in writing and directed to the contact details specified on the Special Terms, to the attention of the named recipient.
9.5. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements. Neither party has relied upon any statement, representation or warranty of any person other than as expressly set out in this Agreement but nothing in this Agreement shall limit or exclude either parties’ liability for fraud.
9.6. Except as expressly provided in this Agreement, nothing in this Agreement is intended or shall be construed to give any person, other than the Parties hereto, any legal or equitable right, remedy or claim under or in respect of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas and the parties submit unconditionally to the nonexclusive jurisdiction of the courts of the State of Texas.