License Agreement

Updated: September, 2025

By clicking “I accept” or “I agree” or using the Services (as defined below)  you acknowledge that you have read, understood, and agreed to be bound by this License Agreement (“this Agreement”), which is legally enforceable against you and any legal entity that uses the Services. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SERVICES.

This Agreement governs all uses of the Services. Access or use of the Services for which you have registered or enrolled constitutes acceptance of the terms and conditions of this Agreement as a binding agreement. By using the Services, you represent that you (i) have read and understood the terms; (ii) agree to use the Services in compliance with applicable laws and the terms of this Agreement; and (iii) are an Authorised User (as defined below).

The section headings and summaries contained below are for your convenience only, and do not have any legal meaning or effect.

1. Definitions

“Authorised Users” refer to individuals who have gained lawful access to the Services directly from UPEP or any third-party service provider or through the Institutions.

“Institution” refers to any educational institution which has purchased or subscribed the Services.

“Services” refer to (a) all of the information with which this Agreement is provided, including but not limited to (i) all software files and other computer information in relation to all of our products and services; (ii) photographs, images, sounds, videos and other artistic works bundled with this website or applications owned by UPEP; (iii) related explanatory written materials and files;  (iv) fonts; and (v) teaching plans, lesson plans, ebooks, powerpoint files, reading passages, exercises, assessments, questions banks, model solutions and sample answers; and (b) any modified versions and copies of, and upgrades, updates and additions to, such information, provided to you by UPEP at any time.

“UPEP”, “we”, “us” or “our” refers to United Prime Educational Publishing (HK) Limited which is a company incorporated in Hong Kong with limited liability having its registered office at 28/F, Elite Centre, 22 Hung To Road, Kwun Tong, Kowloon.

“User Account” refers to an account registered with the website of UPEP in connection with the Services.

2. Privacy

Please review our privacy policy to understand our data collection and use practices. We will collect, process and use your personal information in accordance with our privacy policy.

3. The Services Provided by Us

The Services are owned by UPEP. The Services may be delivered to you through this website or any application owned by UPEP and may include enrollment in one or more online resources provided through the Services for use in respect of the classes and programs provided by your school, employer, university, or other Institutions. The Services may be provided directly by UPEP or accessed through a third-party integration with accounts managed by your Institution or an integrated third-party service provider. The Services may link to third-party websites or applications.

4. Authorised Users

The Services are available only to Authorised Users. In order to gain access to the Services, you must register for a User Account by providing the requested personal information, and designating a username and password, as well as providing any additional information that may be required by your Institution.

You may have only one active User Account at any given time. You agree to provide accurate and truthful information when creating a User Account and to promptly update such information as and when appropriate.

If you are under the age of 18, please register and use the Services after obtaining permission from your parent or guardian.

You understand and acknowledge that your Institution or a third-party service provider may have access to your User Account and may suspend, modify or terminate your User Account and/or your access to the Services at any time and for any reason.

5. Account Security

Your User Account is for your personal use only. Unless otherwise permitted by us, you must not allow others to access or use the Services through your User Account, and you are solely responsible for all uses of the Services associated with your User Account.

In order to safeguard the security of your User Account and personal information, you agree to keep your username and/or password confidential. You agree to notify us immediately of any known or suspected loss, disclosure, or theft of details of your User Account and/or access codes you obtain in connection with the Services.

6. Intellectual Property Ownership

The materials and other content provided through the Services are the exclusive property of UPEP and/or its licensors, and are protected by laws, including but not limited to the copyright laws of the Hong Kong Special Administrative Region of the People’s Republic of China. All rights not expressly granted herein are reserved. Save as expressly provided in this Agreement, any reproduction, redistribution, modification, publication, or adaptation of the materials and/or contents provided through the Services, in whole or in part, without the express written consent of UPEP and/or its licensors is strictly prohibited.

Unless otherwise indicated, trademarks that appear on the Services are the property of UPEP or its licensors. Any trademarks not owned by UPEP that appear in the Services are the property of their respective owners. You agree to abide by all applicable laws and regulations and not to infringe upon the intellectual property rights of UPEP and other third parties.

7. Rights to AI-Generated Content

All AI-generated content, including but not limited to text, documents, and images, is the intellectual property of UPEP, including copyrights, patents, trademarks, and other rights. You are granted a limited license to use such content solely for personal educational purposes. You may not transfer, distribute, or commercialize this content. UPEP reserves all rights, including the right to modify, remove, or discontinue access to such content at any time.

8. Rights to User Content

Any content you create, publish, upload, link, or provide to the AI, including documents, text, or audio, remains your intellectual property. However, by uploading such content, you grant UPEP a worldwide, non-exclusive, royalty-free license to store, process, reproduce, and use it for the purpose of providing services, improving AI systems (e.g., model training), and in accordance with our Privacy Policy. This license remains in effect even after you delete the content or terminate your account, to support service continuity. You also acknowledge and agree that other users may access and use your published content under the same terms outlined in this Agreement.

You warrant that your content does not infringe upon the rights of any third party and accept full responsibility for any related claims.

9. Prohibited Conduct

In addition to the restrictions above, you agree not to:

  • Use the Services for illegal activities, or to disseminate hate speech or harmful content.
  • Bypass security measures or access restrictions.
  • Attempt to access, interfere with, or use any part of our servers or data zones without authorization.
  • Use automated tools to scrape content.
  • Use AI-generated content to mislead, defraud, or harm others.
  • Share your account or content with unregistered users.
  • Restrict or interfere with other users’ access to or enjoyment of the website.
  • Post or transmit any unlawful, fraudulent, defamatory, obscene, offensive, pornographic, profane, threatening, hateful, hostile, or otherwise inappropriate material, including anything that may constitute or encourage criminal conduct, civil liability, or violation of local, national, or international laws, or infringe upon intellectual property, proprietary rights, or confidentiality obligations.
  • Post or transmit advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communications.
  • Post or transmit any material or software containing viruses, trojans, worms, spyware, or other harmful components.
  • Upload, post, publish, transmit, copy, or distribute any copyrighted or proprietary material from the website without our written consent (unless otherwise permitted on the website or explicitly licensed by us), or create derivative works from such material.

Violation of these rules may result in account termination, legal action, and liability for any resulting damages.

10. AI-Specific Disclaimer

AI-generated content is produced algorithmically and may contain errors, inaccuracies, or incomplete information. We do not guarantee the accuracy, reliability, or suitability of such content. You are responsible for reviewing and verifying all AI-generated content before using it in any educational context.

UPEP is not liable for any consequences arising from the use of AI-generated content, including but not limited to educational outcomes, misinformation, or third-party claims.

AI systems may produce “hallucinations” (false or misleading information) and do not constitute professional advice. You must not rely on AI-generated content for legal, medical, or other professional decisions.

11. License

Subject to compliance with the terms and conditions of this Agreement, our privacy policy and all applicable laws and regulations, UPEP grants to you a limited, non-transferable, non-exclusive, non-sublicensable license to access, browse, and use the Services solely for your own personal and non-commercial purpose.

You may not:

  • Use the Services for commercial purposes, including but not limited to selling, renting, distributing, or otherwise profiting from the content.
  • Modify, copy, distribute, publicly display, or otherwise redistribute any content or service materials without our express written permission.
  • Reverse engineer, decompile, or attempt to extract the source code of any AI tools.
  • Upload any user content that is harmful, unlawful, or infringes upon the rights of others.
  • Overuse the Services in a way that causes system strain or engage in any activity that may damage or disrupt the website.

You are permitted to view, print and download the materials and content provided through the Services solely for personal, non-commercial, and educational purposes only but in so doing are not permitted to remove or amend any trademark, copyright or other proprietary notice. For the purposes of this policy, “Educational purposes” denotes non-commercial uses exclusively by educational institutions that have formally adopted our materials.

All rights not specifically granted herein are reserved. You acknowledge that the license granted under this Agreement does not provide you with title to or ownership of the Services, but only a right of limited use subject to the terms and conditions of this Agreement.

For any other uses, please contact us at legal@upephk.com.

12. User Conduct

The Services may allow Authorised Users to create, upload, or post their own materials of any kind (the “User Content”) on the website or applications owned by UPEP. You represent that no User Content submitted to the website or applications or otherwise posted, transmitted or shared by you will violate or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights or contain libellous, defamatory, unlawful, obscene or otherwise harmful material. The User Content created and posted by users are not the statements and opinions of UPEP and do not reflect the view of UPEP. UPEP expressly disclaims any responsibility or liability for the User Content and is entitled, in its sole and absolute discretion, to review, edit or remove any User Content for any reason and to terminate your access to the Services at any time to prevent further dissemination or distribution of any prohibited User Content.

13. Feedback

If you submit any ideas, suggestions or other feedback to UPEP, irrespective of the manner through which the suggestions are made, you hereby acknowledge and agree that all right, title, and interest and any other intellectual property rights in connection therewith shall become the exclusive property of UPEP. Such suggestions or feedback may be used by UPEP without restrictions and without any payment to you. Feedback is considered a type of User Content under this Agreement.

14. Reference to Third-Party Services and Websites

The Services may contain information provided by third parties, or content sourced from commercial data providers and other reference channels. Links to external websites are provided for reference only and do not imply that the owners of those third-party sites endorse or sponsor the Services.

UPEP has no control over the nature, content, or availability of third-party websites. UPEP are not responsible for the accuracy, completeness, or timeliness of any such information. UPEP do not independently verify data provided by third parties or agents, and you should exercise your own judgment when assessing its reliability and accuracy. We disclaim all liability for any third-party content. Your use of or reliance on such information is entirely at your own risk.

15. Availability of the Services

The scope and availability of the Services may vary according to: (1) additional terms presented at the time of purchase or registration; (2) enrollment in or registration for a specific course or Service; and/or (3) any licensing terms between UPEP and your Institution. UPEP is not responsible for limitations of access resulting from any third-party service or as the result of certain account settings established by your Institution.

You are responsible for obtaining Internet access in order to use the Services. You may access a course available through the Services only for the duration of the subscription purchased, whether or not the Services are used, and subject to UPEP’s right to terminate access under this Agreement. Institution access may be provided for a different time period.

While UPEP makes reasonable efforts to ensure the availability of the Services to Authorised Users with active subscriptions, the Services may be unavailable for limited periods of time due to scheduled routine maintenance, emergency maintenance or factors beyond UPEP’s control, such as disruptions of Internet services or unforeseen threats to the integrity or security of the Services.

UPEP may at any time, with or without notice to you, restrict the use and accessibility of the Services and/or discontinue any portion, feature, or content of the Services. Information and updates about the availability of the Services are posted regularly at www.upephk.com.

16. Termination

  1. Trial Access. We may offer trials of the Services for a specified period without payment. By using the Services via a trial, you agree to be bound by this Agreement. During the trial period, access to the Services offered for trial review will be terminated if payment is not made before the end of the trial period. Termination of access to the Services does not automatically terminate your User Account. Further, if it appears that at any time during the trial period, you are utilising the trials as substitute or proxy for a paid Service, UPEP reserves the right to immediately terminate or suspend your access to your User Account.
  2. Termination by You. Subject to account restrictions that may be imposed by your Institution or a third-party service provider through which access to the Services is provided, you may terminate your User Account at any time by notifying UPEP of your decision to do so.
  3. Termination by UPEP.  Your User Account may be terminated or suspended by UPEP if UPEP reasonably believes you fails to comply with or violate any term or condition of this Agreement.
  4. Effect of Termination.  UPEP reserves the right to delete all User Account information, data, settings or specifications, or customisations of a Service stored on its servers upon termination of a Service. User Content and other user information associated with your use of the Services may still be accessible by your Institution or, to the extent it is posted in a public forum, to other users of the Services for which such information was posted, even after termination.

17. Termination

UPEP reserve the right, at our sole discretion, to (i) suspend the website for maintenance, upgrades, or modifications, and/or (ii) restrict your access to the website if deemed reasonably necessary for its operation. UPEP are not liable for any loss or damage you may incur due to such suspension or restriction.

UPEP may terminate or suspend the Services at any time without prior notice, for reasons including but not limited to violation of these Terms, legal requirements, or business decisions. Upon termination, you will no longer have access to any content, and we are not responsible for any data loss.

You may terminate your account at any time. However, any provisions that are intended to survive termination, such as those relating to intellectual property and limitation of liability, will remain in effect.

18. Limitation of Liability

You agree that your exclusive remedy, regarding the use of the Services shall be either, in UPEP’s sole and absolute discretion: (1) restoration of access to the Services to which you have subscribed; or (2) a refund of any fee paid directly by you to UPEP for the particular Service. When available, refunds will only be made if requested by you in writing within the fifteen (15) days after the payment in respect of the particular Service is made.

UPEP makes no representations or warranties regarding:

  • The accuracy, completeness, currency, or reliability of the information provided on this website, or its suitability beyond general reference or any expressly authorized use;
  • The absence of defects, errors, omissions, viruses, or other harmful elements in the website content that may affect your software, data, or devices;
  • The security and integrity of messages transmitted via the internet, including protection against interception, corruption, or loss;
  • The uninterrupted availability or accessibility of the website;
  • The correction of any defects or issues within the website.

Under no circumstances shall UPEP be liable for any direct, indirect, incidental, special, punitive, or consequential damages—including but not limited to loss of data, business, profits, or goodwill—arising from your use or inability to use the Services or website content, even if UPEP has been advised of the possibility of such damages. This limitation applies regardless of the legal basis, whether in contract, tort, or otherwise. You further acknowledge that UPEP is not responsible for any third-party websites or content accessed through the Services. Any relationship you establish with third-party applications may be governed by separate agreements between you and the third party.

For clarity, nothing in this Agreement shall exclude or limit liability for death or personal injury caused by negligence, or for fraud. All limitations and exclusions of liability under this Agreement apply only to the extent permitted by applicable law.

You are solely responsible for exercising your own skill and judgment when using this website and its content, and for ensuring that your use complies with all applicable laws and regulations.

19. Warranty Disclaimer

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. UPEP WILL PROVIDE THE SERVICES USING REASONABLE CARE AND SKILL, HOWEVER, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. UPEP AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE CONTENT, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

NEITHER UPEP NOR ITS LICENSORS MAKE ANY REPRESENTATION OR WARRANTY THAT THE SERVICES OR YOUR USE THEREOF WILL BE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS.

20. User’s Warranties

As a condition of your use of the Services, you unconditionally and irrevocably warrant and represent to UPEP that you are an Authorised User and will not use the Services for any purpose that is unlawful or prohibited by this Agreement. To the fullest extent permitted by applicable laws and regulations, you agree to indemnify and hold UPEP harmless from and against any claims, damages, expenses, or liabilities arising from or in any way related to any violation of any law and regulation, this Agreement or unauthorised use of the Services.

21. General Terms

Governing Law
These Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), without regard to its conflict of law principles. Any disputes arising from these Terms or your use of the website shall be subject to the exclusive jurisdiction of the courts of Hong Kong. You agree to submit to the jurisdiction of the Hong Kong courts and waive any objection to venue.

Force Majeure
UPEP shall not be liable for any delay or failure to perform due to events beyond its reasonable control, including but not limited to natural disasters, war, or other force majeure events.

Severability
If any provision of these Terms is found to be unlawful, invalid, or unenforceable under the laws of any jurisdiction, such finding shall not affect the legality, validity, or enforceability of the remaining provisions or the same provision under other jurisdictions.

No Waiver
UPEP’s failure to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision.

Contact Information
If you have any questions regarding these Terms, please contact: legal@upephk.com

22. Miscellaneous

Changes. UPEP may make changes to these terms from time to time by notifying you of such changes by any reasonable means, including posting a revised license agreement on the website of UPEP. Where appropriate, users or subscribers of the Services may be notified by email. The continued use of the Services after any such change whether or not you received an email from UPEP in respect of such change, constitutes your acceptance of the new terms and conditions.

Entire Agreement. This Agreement is the entire agreement between UPEP and you with respect to the Services. UPEP shall be entitled to enforce this Agreement on its own behalf and on behalf of and for the benefit of its affiliated entities.

Rights of Third Parties. Apart from UPEP’s affiliated entities who shall be entitled to enforce the terms under this Agreement, nothing in this Agreement shall confer on any third party any right or benefit under the provisions of the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the laws of Hong Kong).