Universitas Terbuka PUBLISHING TERMS OF SERVICE

Last updated: June 22, 2016

To continue to use the Universitas Terbuka Publishing, we need you to accept our Terms and Conditions. By using any of our products - Universitas Terbuka app or pickreader website, you confirm you have read and agree to these Terms and Conditions.
Last Updated:  June 22, 2016
This agreement changed on the date listed above. See an explanation of the changes at the end of this document.

Universitas Terbuka Publishing Terms and Conditions

This agreement (the "Agreement") is a binding agreement between the individual or the entity identified in your Universitas Terbuka Publishing ("PRP") account ("you" or "Publisher") and E-Select party. The "E-Select parties" are, individually, Universitas Terbuka, and each other E-Select affiliate that joins as a party to this Agreement. An E-Select "affiliate" is any entity that directly or indirectly controls, is controlled by, or is under common control with an E-Select party. "E-Select," "we" or "us" means, together, the E-Select parties and their affiliates.

This Agreement provides the terms and conditions of your participation in the PRP digital self-publication and distribution program (the "Program") and your distribution of digital content through the Program (all such content, "Digital Books"), and consists of:

• the terms set forth below;

  • the Pricing Page;
  • all rules and policies for participating in the Program provided on the PRP website at http://www.pickreader.com
  • the pickreader.com website Conditions of Use; and
  • the pickreader.com Privacy Notice.

Any version of this Agreement in a language other than English is provided for convenience and the English language version will control if there is any conflict. Given the importance of this Agreement, we encourage you to study it carefully. We welcome feedback on this Agreement at support@universitasterbuka.com

1 Agreement Acceptance. You accept this Agreement and agree to be bound by its terms by either (a) clicking agree or accept where you're given the option to do so or (b) by using the Program, or any part of it. If you don't accept the terms, you are not entitled to use the Program. If the Publisher is an entity, the individual person who accepts this Agreement for the Publisher represents and warrants that he or she is entitled to enter this Agreement as an authorised representative of Publisher and to bind Publisher to the terms of this Agreement.

2 Agreement Amendment. The Program will change over time and the terms of this Agreement will need to change over time as well. We reserve the right to change the terms of this Agreement at any time in our sole discretion. We will give you notice of the changes by posting new terms in place of the old at http://www.pickreader.com/ with a revision date indicated at the top or by sending an email to the email address then registered for your Program account. Here are the rules for when changes will be effective and binding on you:

2.1 Changes to Agreement Terms Other than Those in Sections 5.4.1 (Royalties) and 5.5 (Grant of Rights). Changes to terms of this Agreement other than those contained in Section 5.4.1 (Royalties) and 5.5 (Grant of Rights) will be effective on the date we post them, unless we otherwise provide at the time we post the changes. You are responsible for checking for updates and your continued use of the Program after we post changes will constitute your acceptance of the changes. If you do not agree to the changes, you must withdraw your Digital Books and/or Publications from further distribution through the Program and terminate your use of the Program.

2.2 Changes to the Terms of Sections 5.4.1 (Royalties) and 5.5 (Grant of Rights). Changes to terms of this Agreement contained in Sections 5.4.1 (Royalties) and 5.5 (Grant of Rights) will be effective and binding on you on the date 30 days from posting or on the date you accept the changes, whichever first occurs. You accept the changes by either (a) clicking agree or accept where you're given the option to do so or (b) by using the Program to make additional Digital Books available through the Program. Changes to the terms of Sections 5.4.1 and 5.5 will only apply prospectively with respect to Digital Books and/or Publications sold after the date thirty days from our posting of the changes, unless you accept the changes as provided above. If you do not accept the changes, you must withdraw your Digital Books and/or Publications from further distribution through the Program and terminate your use of the Program prior to the date thirty days from our posting of the changes. Note that we may make acceptance of changes a condition to continued use of the Program.

3 Term and Termination

The term of this Agreement will begin upon your acceptance of it and will continue until it is terminated by us or by you. We are entitled to terminate this Agreement and your access to your Program account at any time. We will notify you upon termination. You are entitled to terminate at any time by providing us notice of termination, in which event we will cease selling or distributing your Digital Books and/or Publications within 5 business days from the date you provide us notice of termination. We may also suspend your Program account at any time with or without notice to you, for any reason in our discretion. Following termination or suspension, we may fulfil any customer orders for your Digital Books and/or Publications pending as of the date of termination or suspension, and we may continue to maintain digital copies of your Digital Books and/or Publications in order to provide continuing access to or re-downloads of your Digital Books and/or Publications or otherwise support customers who have purchased a Digital Book and/or Publication prior to termination or suspension. The following provisions of this Agreement will survive termination of this Agreement: Sections 1, 3, 5.4, 5.5, 5.6, 5.7, 5.8, 6, 7, 8, 9, 10, and any other provisions that, by their nature, are intended to survive. All rights to Digital Books and/or Publications acquired by customers will survive termination.

4 Account Eligibility and Registration

4.1 Eligibility. You must have an active Program account in order to participate in the Program. You represent that you are at least 18 years old (or the age of majority where you reside, whichever is older), and that you are able to form a legally binding contract. A parent or guardian of a minor can open a PRP account and be the Publisher of the minor’s Digital Book or Publication.

4.2 Account Information; No Multiple Accounts. You must ensure that all information you provide in connection with establishing your Program account, such as your name, address and email, is accurate when you provided it, and you must keep it up to date as long as you use the Program. You may maintain only one account at a time. If we terminate your account, you will not establish a new account. You will not use false identities or impersonate any other person or use a username or password you are not authorised to use. You authorised us, directly or through third parties, to make any inquiries we consider appropriate to verify account information you provide. You also consent to us sending you emails relating to the Program and other publishing opportunities from time to time. This takes precedence over any directions you may have given us.

4.3 Account Security. You are solely responsible for safeguarding and maintaining the confidentiality of your account username and password and are responsible for all activities that occur under your account, whether or not you have authorised the activities. You may not permit any third party to use the Program through your account and will not use the account of any third party. You agree to immediately notify Universitas Terbuka of any unauthorised use of your username, password or account.

5 Digital Book Distribution Rights.

5.1 Delivery, Acceptance and Withdrawal.

5.1.1 Delivery. You must provide to us, at your own expense each Digital Book or Publication you desire to distribute through the Program. We will not return to you any electronic files or physical content or media you deliver to us in connection with the Program. You must deliver all electronic files free and clear of viruses, worms and other potentially harmful or disrupting code.

5.1.2 Content Requirements. You must ensure that all Digital Book content is in compliance with our Program Policies for content at the time you submit it to us. If you discover that content you have submitted does not comply, you must immediately withdraw the content by un-publishing it or by re-publishing content that complies through the Program procedures for Digital Book or Publication withdrawal or re-publishing. We are entitled to remove or modify the metadata and product description you provide for your Digital Books or Publications for any reason, including if we determine that it does not comply with our content requirements. We may also remove all or any part of your Digital Book’s cover art for any reason, including if we determine that it does not comply with our content requirements. You may not include in any Digital Book any advertisements or other content that is primarily intended to advertise or promote products or services. You must ensure that all metadata you provide to us is current, complete, and accurate. If you discover that any metadata you have provided to us for a Digital Book or Publication is inaccurate or incomplete, you must promptly submit corrected metadata to us through the Program procedures for metadata submission.

5.1.3 Digital Book Rejection. We are entitled to determine what content we accept and distribute through the Program in our sole discretion. If we request that you provide additional information relating to your Digital Books or Publications, such as information confirming that you have all rights required to permit our distribution of the Digital Books, you will promptly provide the information requested, and you represent and warrant that any information and documentation you provide to us in response to such a request will be current, complete, and accurate. You authorise us, directly or through third parties, to make any inquiries we consider appropriate to verify your rights to permit our distribution of the Digital Books and / or Publications and the accuracy of the information or documentation you provide to us with respect to those rights.

5.1.4 Digital Book Withdrawal. You may withdraw your Digital Books and/or Publications from further sale in the Program at any time on five business days advance notice by following the then current Program procedures for Digital Book withdrawal or un-publishing. We may fulfil any customer orders completed through the date the Digital Books are available for sale. All withdrawals of Digital Books will apply prospectively only and not with respect to any customers who purchased the Digital Books prior to the date of removal.

5.1.5 Reformatting. We may, in our discretion, reformat your Digital Books, and you acknowledge that unintentional errors may occur in the process of reformatting of your Digital Books. If any such errors do occur, you may remove the affected Digital Book from further sale in the Program as provided in Section 5.1.4 above, and this will be your only remedy for the errors. We may also, in our discretion, correct any errors existing in a Digital Book file as you deliver it to us.

5.2 Marketing and Promotion, Reviews, Lending Digital Books and Optional Programs and Services.

5.2.1 Marketing and Promotion. We will have sole discretion in determining all marketing and promotions related to the sale of your Digital Books through the Program and may, without limitation, market and promote your Digital Books by making chapters or portions of your Digital Books available to prospective customers without charge, and by permitting prospective customers to see excerpts of your Digital Books in response to search queries. We will not owe you any fees for any marketing or promotional efforts.

5.2.2 Reviews. You are subject to the same guidelines as any other customer contributing a review to a Universitas Terbuka website.  We reserve the right to remove any review that violates the Universitas Terbuka guidelines.

5.2.4 Optional Programs and Services. We may make available to you optional programs and services through PRP Terms and conditions for those optional programs and services are included at the end of this Agreement. Those terms and conditions are part of this Agreement.

5.3 Pricing.

5.3.1 Providing Your List Price. The list price you provide to us is referred to in this Agreement as your "List Price." For some marketplaces, you will provide us a List Price inclusive of value added or similar taxes that are included within the customer purchase price of a product (“VAT”). Where your Royalty is calculated based on your List Price, it will be calculated based on your List Price exclusive of the VAT applicable to the customer. You may change your List Price through the PRP website, and your change will be effective within 3 business days.

5.3.2 Currency Conversion. We may sell your Digital Book using multiple currencies. When we do, we may convert the List Price you submit to other currencies (each, a "Sale Currency") at an exchange rate we determine. We may periodically update the converted List Price in order to reflect current exchange rates. If the converted List Price would be outside of the minimum or maximum List Price we accept for the Sale Currency, your List Price will be converted so that it is equal to the applicable minimum or maximum List Price for that Sale Currency. Minimum and maximum List Prices are specified below. For purposes of royalty calculations, the converted List Price in the Sale Currency will be your List Price when we offer and sell your Digital Book in the Sale Currency.

List Price Requirements

5.3.3 Multiple List Prices. We may give you the option to provide multiple List Prices for a Digital Book in different currencies or for different Universitas Terbuka websites. If you provide multiple List Prices for a Digital Book, where we sell your Digital Book to customers in a particular country from more than one Universitas Terbuka website, we may use one of those List Prices for sales to customers in that country on all of our websites, to provide consistency across those websites. For example, if you provide us with a GH Cedis List Price and a NIG Naira List Price for a Digital Book, we may use the GH Cedis List Price for sales to UK customers from all of our websites, including Universitas Terbuka.com, and we may convert it as provided in 5.3.2 above.

5.3.4 Customer Prices. To the extent not prohibited by applicable laws, we have sole and complete discretion to set the retail customer price at which your Digital Books are sold through the Program. We are solely responsible for processing payments, payment collection, requests for refunds and related customer service, and will have sole ownership and control of all data obtained from customers and prospective customers in connection with the Program.

5.4 Royalties and Payments.

Digital Books enrolled in PRP Select will be eligible to earn 70% royalty (after tax) for sales to customers. Royalty Calculation: Royalty Rate x (List Price – applicable VAT) = Royalty

5.4.1 Royalties. If you are not in breach of your obligations under this Agreement, for each Digital Book sold to a customer through the Program, the Universitas Terbuka party that made the sale (or whose affiliate made the sale) will pay you the applicable Royalty set forth in the terms and agreement, net of refunds, bad debt, and any VAT, sales or other taxes charged to a customer or applied with respect to sales to a customer. If your List Price for a Digital Book is higher than permitted under the terms and agreement, we will be entitled to deem it modified so that it is equal to the maximum List Price permitted when calculating Royalties due to you under this Agreement.

5.4.2 When We Pay You. Each Universitas Terbuka party will pay Royalties due on Digital Book sales approximately 30 days following the end of the calendar month during which the sales were made. At the time of payment, we will make available to you an online report detailing sales of Digital Books and corresponding Royalties through your dashboard.

5.4.3 Payment Currencies. If you change your payment currency, the change will be effective on the first day of the following calendar month (unless we make an earlier period available). If we pay you in a currency other than the Sale Currency, we will convert the Royalties due from the Sale Currency to the payment currency at an exchange rate we determine, which will be inclusive of all fees and charges for the conversion.

5.4.5 Payment Policies. We may require you to provide certain information or to register a valid bank account in your PRP account in order to receive Royalty payments, in which case we will not be obligated to make Royalty payments to you unless you do so. We may establish other payment policies from time to time, such as minimum payment amounts for different payment methods and check fees.

5.4.6 Payment Disputes. You may not bring a suit or other legal proceeding against us with regard to any statement unless you bring it within six months after the date the statement is available. Any such proceeding will be limited to a determination of the amount of monies, if any, payable by us to you for the accounting periods in question, and your sole remedy will be the recovery of those monies with no interest.

5.4.7 Offsets, etc. We can withhold Royalties and offset them against future payments as indicated below. Our exercise of these rights does not limit other rights we may have to withhold or offset Royalties or exercise other remedies.

• If we pay you a Royalty on a sale and later issue a refund, return, or credit for that sale, we may offset the amount of the Royalty previously paid for the sale against future Royalties, or require you to remit that amount to us.
• If a third party asserts that you did not have all rights required to make one of your Digital Books available through the Program, we may hold all Royalties due to you until we reasonably determine the validity of the third party claim. If we determine that you did not have all of those rights or that you have otherwise breached your representations and warranties or our Content Guidelines with regard to a Digital Book, we will not owe you Royalties for that Digital Book and we may offset any of those Royalties that were previously paid against future Royalties, or require you to remit them to us.
• Upon termination of this Agreement, we may withhold all Royalties due for a period of three months from the date they would otherwise be payable in order to ensure our ability to off-set any refunds or other offsets we are entitled to take against the Royalties.
• If we terminate this Agreement because you have breached your representations and warranties or our Content Guidelines, you forfeit all Royalties not yet paid to you. If after we have terminated your account you open a new account without our express permission, we will not owe you any Royalties through the new account.

5.4.8 Taxes. The Universitas Terbuka parties (or their affiliates) are responsible for collecting and remitting any and all taxes imposed on their respective sales of Digital Books to customers. You are responsible for any income or other taxes due and payable resulting from payments to you by a Universitas Terbuka party under this Agreement. Accordingly, unless otherwise stated, the amounts due to you hereunder are inclusive of any taxes that may apply to such payments. The Universitas Terbuka parties maintain the right, however, to deduct or withhold any and all applicable taxes from amounts due by them to you, and the amounts due, as reduced by those deductions or withholdings, will constitute full payment and settlement to you.

5.5 Grant of Rights. You grant to each Universitas Terbuka party, throughout the term of this Agreement, a nonexclusive, irrevocable, right and license to distribute Digital Books, directly and through third-party distributors, in all digital formats by all digital distribution means available. This right includes, without limitation, the right to: (a) reproduce, index and store Digital Books on one or more computer facilities, and reformat, convert and encode Digital Books; (b) display, market, transmit, distribute, sell and otherwise digitally make available all or any portion of Digital Books through Universitas Terbuka Properties (as defined below), for customers and prospective customers to download, access, copy and paste, print, annotate and/or view online and offline, including on portable devices; (c) permit customers to "store" Digital Books that they have purchased from us on servers ("Virtual Storage") and to access and re-download such Digital Books from Virtual Storage from time to time both during and after the term of this Agreement; (d) display and distribute (i) your trademarks and logos in the form you provide them to us or within Digital Books (with such modifications as are necessary to optimise their viewing), and (ii) portions of Digital Books, in each case solely for the purposes of marketing, soliciting and selling Digital Books and related Universitas Terbuka offerings; (e) use, reproduce, adapt, modify, and distribute, as we determine appropriate, in our sole discretion, any metadata that you provide in connection with Digital Books; and (f) transmit, reproduce and otherwise use (or cause the reformatting, transmission, reproduction, and/or other use of) Digital Books as mere technological incidents to and for the limited purpose of technically enabling the foregoing (e.g., caching to enable display). In addition, you agree that we may permit our affiliates and independent contractors, and our affiliates' independent contractors, to exercise the rights that you grant to us in this Agreement. "Universitas Terbuka Properties" means any web site, application or online point of presence, on any platform, that is owned or operated by or under license by Universitas Terbuka or co-branded with Universitas Terbuka, and any web site, application, device or online point of presence through which any Universitas Terbuka Properties or products available for sale on them are syndicated, offered, merchandised, advertised or described. You grant us the rights set forth in this Section 5.5 on a worldwide basis; however, if we make available to you a procedure for indicating that you do not have worldwide distribution rights to a Digital Book, then the territory for the sale of that Digital Book will be those territories for which you indicate, through the procedure we provide to you, that you have distribution rights.

5.6 DRM and Geofiltering Technology. We may, but are not obligated, to provide you the option to apply DRM technology in connection with the distribution of your Digital Books. If we provide you the option to apply DRM technology, you acknowledge that we make no representations as to the efficacy of the DRM and will not be responsible for any failure of the DRM. We also may, but are not obligated, to use geofiltering technology as a way of determining which customers are entitled to purchase Digital Books, for example, where you indicate that you do not have worldwide distribution rights to a Digital Book through the procedure we provide to you for that purpose. If we use geofiltering technology when distributing your Digital Books, distribution will be deemed to have taken place within the permitted distribution territories for the Digital Books, even though customers may, in fact, be located outside those territories.

5.7 Rights Clearances and Rights Dispute Resolution. You will obtain and pay for any and all necessary clearances and licenses for the Digital Books to permit our exercise of the rights granted under this Agreement without any further payment obligation by us, including, without limitation, all royalties and other income due to any copyright owner. If you notify us through the procedure we provide on the applicable Universitas Terbuka Property for making claims of copyright infringement that a third party has made a Digital Book available for distribution through the Program (or for distribution in a particular territory through the Program) that you have the exclusive right to make available under the Program, then, upon your request and after verification of your claim, we will pay you the Royalties due in connection with any sales of the Digital Book through the Program, and will remove the Digital Book from future sale through the Program, as your sole and exclusive remedy.

5.8 Representations, Warranties and Indemnities. You represent and warrant that: (a) you have the full right, power and authority to enter into and fully perform this Agreement and will comply with the terms of this Agreement; (b) prior to you or your designee's delivery of any content, you will have obtained all rights that are necessary for the exercise the rights granted under this Agreement; (c) neither the exercise of the rights authorised under this Agreement nor any materials embodied in the content nor its sale or distribution as authorised in this Agreement will violate or infringe upon the intellectual property, proprietary or other rights of any person or entity, including, without limitation, contractual rights, copyrights, trademarks, common law rights, rights of publicity, or privacy, or moral rights, or contain defamatory material or violate any laws or regulations of any jurisdiction; (d) you will ensure that all Digital Books delivered under the Program comply with the technical delivery specifications provided by us; and (e) you will be solely responsible for accounting and paying any co-owners or co-administrators of any Digital Book or portion thereof any royalties with respect to the uses of the content and their respective shares, if any, of any monies payable under this Agreement. To the fullest extent permitted by applicable law, you will indemnify, defend and hold Universitas Terbuka, its officers, directors, employees, affiliates, subcontractors and assigns harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys' fees) that arises from any breach of your representations, warranties or obligations set forth in this Agreement. We will be entitled, at our expense, to participate in the defence and settlement of the claim or action with counsel of our own choosing.

6 Ownership and Control of Universitas Terbuka Properties/ Feedback.

Subject to the authorisations you grant to us under this Agreement, as between us and you, you retain all ownership rights in and to the copyrights and all other rights and interest in and to your Digital Books. We retain all ownership rights in and to the copyrights and all other rights and interests in and to the Program, the Universitas Terbuka Properties, and any materials we use or provide to you for use relating to your Digital Book (such as a generic cover image used for your Digital Book if you do not provide one). We are solely responsible for, and will have full discretion with respect to the terms, features, and operation of the Program and the Universitas Terbuka Properties and related marketing, but our use of the Digital Books will be subject to the terms of this Agreement. In the event that you elect to provide suggestions, ideas, or other feedback to Universitas Terbuka or any of its affiliates in connection with the Universitas Terbuka Properties or the Program ("Feedback"), Universitas Terbuka and its affiliates will be free to use and exploit the same in any manner without restriction and without any need to compensate you. This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by us or any of our affiliates, including, without limitation, any trademarks or trade names. Nothing in this Agreement restricts any rights we may have under applicable law or a separate permission.

7 Confidentiality. You will not, without our express, prior written permission: (a) issue any press release or make any other public disclosures regarding this Agreement or its terms; (b) disclose Universitas Terbuka Confidential Information (as defined below) to any third party or to any employee other than an employee who needs to know the information; or (c) use Universitas Terbuka Confidential Information for any purpose other than the performance of this Agreement. You may however disclose Universitas Terbuka Confidential Information as required to comply with applicable law, provided you: (i) give us prior written notice sufficient to allow us to seek a protective order or other appropriate remedy; (ii) disclose only that Universitas Terbuka Confidential Information as is required by applicable law; and (iii) use reasonable efforts to obtain confidential treatment for any Universitas Terbuka Confidential Information so disclosed. "Universitas Terbuka Confidential Information" means (1) any information regarding Universitas Terbuka, its affiliates, and their businesses, including, without limitation, information relating to our technology, customers, business plans, promotional and marketing activities, finances and other business affairs, (2) the nature, content and existence of any communications between you and us, and (3) any sales data relating to the sale of Digital Books or other information we provide or make available to you in connection with the Program. Universitas Terbuka Confidential Information does not include information that (A) is or becomes publicly available without breach of this Agreement, (B) you can show by documentation to have been known to you at the time you receive it from us, (C) you receive from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (D) you can show by documentation that you have independently developed without reference to any Universitas Terbuka Confidential Information. Without limiting the survivability of any other provision of this Agreement, this Section 7 will survive three years following the termination of this Agreement.

8 Limitation of Liability. THE PROGRAM IS PROVIDED "AS IS." WE WILL IN NO EVENT BE LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR RELIANCE DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT, OR FOR ANY EQUITABLE REMEDY OF DISGORGEMENT OR OTHERWISE, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. IN NO EVENT WILL OUR LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES DUE AND PAYABLE BY Universitas Terbuka UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. WE SPECIFICALLY DISCLAIM, WITH RESPECT TO ALL SERVICES, SOFTWARE, CONTENT OR PRODUCTS PROVIDED BY OR ON BEHALF OF US IN CONNECTION WITH THIS AGREEMENT, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PUBLISHER ACKNOWLEDGES AND AGREES THAT Universitas Terbuka CANNOT ENSURE THAT DIGITAL BOOKS SUBMITTED BY OR ON BEHALF OF PUBLISHER WILL BE PROTECTED FROM THEFT OR MISUSE OR THAT CUSTOMERS WILL COMPLY WITH ANY CONTENT USAGE RULES Universitas Terbuka MAY MAKE APPLICABLE IN CONNECTION WITH USE OF DIGITAL BOOKS, AND Universitas Terbuka WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY SYSTEM OR PROCEDURE OR OF ANY CUSTOMER TO COMPLY WITH ANY CONTENT USAGE RULES. PRP RELIES ON COMPLEX SYSTEMS AND PROCESSES.  WE STRIVE TO MAKE OUR SYSTEMS AND PROCESSES ERROR-FREE AND EFFICIENT, BUT WE CANNOT GUARANTEE THAT THEY WILL BE, AND WE WILL HAVE NO LIABILITY ARISING FROM SYSTEM OR PROCESS FAILURES, INTERRUPTIONS, INACCURACIES, ERRORS OR LATENCIES.

9 Force Majeure. Universitas Terbuka will not be liable to you for any failure or delay in the performance of its obligations under this Agreement caused by any event or circumstance beyond its control, including, but not limited to, denial-of-service attacks, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, and labour conditions.

10 General Legal Provisions.

10.1 Disputes. Any dispute or claim relating in any way to this Agreement or PRP will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The laws of Ghana apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent. Payment of all filing, administration and arbitrator fees will be governed by the arbitrator’s rules in Ghana. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Universitas Terbuka will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the region in Ghana where you live or at another mutually agreed location.You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration you and we each waive any right to a jury trial. You or we may bring suit in court on an individual basis only, and not in a class, consolidated or representative action, to apply for injunctive remedies.

10.2 Applicable Law. The laws in Ghana, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Universitas Terbuka relating to this Agreement or the Program

10.3 Other Legal provisions. This Agreement may not be amended, except in writing signed by both parties or as provided in Section 2 above. If any provision of this Agreement is held invalid by a court or other tribunal with jurisdiction over the parties to this Agreement, that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. The parties to this Agreement are independent contractors. Each party will bear its own costs and expenses in performing this Agreement. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the party's rights to subsequently enforce the provision. Any Universitas Terbuka affiliate may join as a party to this Agreement and will notify you if it does. The joining Universitas Terbuka affiliate will be entitled to exercise the rights you grant under this Agreement. Each Universitas Terbuka party is severally liable for its own obligations under this Agreement and is not jointly liable for the obligations of other Universitas Terbuka parties. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other, except that (a) Universitas Terbuka may assign any of its rights and obligations under this Agreement without consent and (b) you may assign all of your rights and obligations under this Agreement to any corporation or other entity without consent in connection with the sale of all or substantially all of your assets, but you must give Universitas Terbuka written notice of the assignment no later than ten (10) business days following the assignment. Subject to the foregoing limitation, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter, and does not confer upon any other person other than the parties any rights or remedies. You consent to the use of electronic means to complete this Agreement and to provide you with any notices we give you in relation to this Agreement. To be effective, any notice given by a party under this Agreement must be in writing and delivered (i) if by a Universitas Terbuka party, via email, via a posting on the Program website or via a message through your Program account, or (ii) if by you to Universitas Terbuka, via email to support@universitasterbuka.com. Notices will be effective and deemed received on the date transmitted or posted.