License Agreement

Updated: July, 2023

By clicking “I accept” or “I agree” or using the Services (as defined below) you are entering into 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, 1063 King’s Road, Quarry Bay, Hong Kong.

“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. 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 use the Services solely for your own personal and non-commercial purpose.

You are permitted to view, print and download the materials and content provided through the Services solely for your own personal, non-commercial, and personal educational purposes only but in so doing are not permitted to amend or modify the materials and content without prior written permission of UPEP and/or its licensors..

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.

8. Prohibited Uses of the Materials

Save as expressly permitted by this Agreement or under the applicable laws and regulations, you may not use, modify, adapt, reformat, download, upload, post, reproduce, broadcast, publish, display, perform, transfer, or redistribute any material provided through the Services in any form, format, or media or by any means without obtaining the prior written permission of UPEP and/or its licensors. You acknowledge that the unauthorised dissemination of any of the materials is strictly prohibited and agree not to use the Services in violation of any applicable law and regulation.

9. 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.

10. Our Right to Use User Content

By creating, posting, uploading, or linking to User Content, you grant to UPEP a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, host, license, store, reproduce, display, transmit, adapt, and distribute such User Content in any format now known or later developed. Further, you acknowledge and agree that User Content which is created and posted by you shall be available to other users of the Services on the same terms as UPEP is entitled under this Agreement.

11. 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.

12. Reference to Third-Party Services and Websites

In connection with your use of the Services, you may be made aware of other services, products, offers and promotions provided by third parties and the Services may contain links to websites operated by third parties. UPEP expressly disclaims any responsibility for third-party content that may be accessed by way of links on the Services to sites hosted by third parties that are outside of UPEP’s control. The inclusion of links to other websites are for information only and does not indicate that the owners of such third-party websites have sponsored or endorsed the Services. UPEP has no control over the nature, content and availability of those websites. Should you decide to use any third-party service at your own risk, you shall be solely responsible for reviewing and understanding the terms and conditions of use governing such third-party services and websites.

13. 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

14. 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.

15. 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. In no circumstance will UPEP be liable for any damage whatsoever, including but not limited to loss of data, loss of business or profits, goodwill or any consequential losses of any nature, arising out of the use or inability to use the Services. You further agree that UPEP has no obligation or liability arising from or related to third-party websites or the content thereof made available through or in connection with the Services, and while your relationship with such third-party applications may be governed by separate agreements with such third parties.

For avoidance of doubt, these terms do not limit or exclude UPEP’s liability for death or personal injury caused by its negligence, or liability for fraud. The limitation and exclusion of liabilities set out in these terms only apply to the extent permitted by laws.

16. Warranty Disclaimer



17. 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.

18. Governing Laws

This Agreement is governed by the laws of the Hong Kong Special Administrative Region of the People’s Republic of China. The courts of Hong Kong have exclusive jurisdiction over any dispute between you and us, irrespective of whether or not you are a registered user/subscriber and irrespective of the type of dispute. 

19. 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).