SEMANTIC SCHOLAR DATASET LICENSE AGREEMENT
THIS ONLINE DATASET LICENSE AGREEMENT (“AGREEMENT”) IS BY AND BETWEEN THE ALLEN INSTITUTE FOR ARTIFICIAL INTELLIGENCE, LOCATED AT 2157 NORTH NORTHLAKE WAY, SUITE 110, SEATTLE WA 98103 (“AI2” OR “US”) AND THE INDIVIDUAL OR LEGAL ENTITY (“LICENSEE” ) WHO IS USING THE APPLICABLE DATA MADE AVAILABLE BY AI2 (“DATA”) AND GOVERNS ALL USE BY LICENSEE OF THE DATA.
BY CLICKING THE “I ACCEPT” BUTTON OR BY ACCESSING, DOWNLOADING OR OTHERWISE USING THE DATA, LICENSEE EXPRESSLY ACKNOWLEDGES THAT LICENSEE HAS READ, UNDERSTANDS AND ACCEPTS AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF LICENSEE IS AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, LICENSEE REPRESENTS AND WARRANTS THAT LICENSEE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY AND TO LEGALLY BIND THAT ENTITY. IF LICENSEE DOES NOT HAVE SUCH AUTHORITY, OR IF LICENSEE DOES NOT AGREE WITH THE TERMS OF THIS AGREEMENT, LICENSEE IS NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE DATA.
This Agreement, including all referenced documents located at the URLs listed below is effective as of the date Licensee download the Data.
Definitions. Capitalized terms used herein have the following definitions:
“Data” means any journals, articles, metadata, abstracts, pdfs and full-texts and any other content types provided to Licensee by AI2.
“DOI” means a Digital Object Identifier which is a unique universal identifier associated with a paper, journal or author.
License Grant. Effective as of the Effective Date, AI2 grants to Licensee a worldwide, perpetual (except as provided in Section 8(d) below), non-exclusive, non-transferable, non-sublicensable license to use and make derivatives of the Data only for Licensee’s non-commercial, internal operation and use and subject to the further provisions below
Restrictions. The foregoing License is limited. Licensee may not: (a) copy or use the Data in any manner except as expressly permitted in this Agreement; (b) transfer, sell, rent, lease, commercialize, lend, distribute, or sublicense the Data to any third party; (c) reverse engineer, disassemble, or decompile the Data (except to the extent such restrictions are prohibited by law); (d) alter or remove any proprietary notices in the Data; (f) use or make available the Data for any purpose that is unlawful or prohibited by this Agreement or otherwise. If Licensee does not comply with the License terms or the foregoing restrictions, AI2 may terminate this Agreement for cause immediately. Further, any and all commercial use of the Data is strictly prohibited. Prohibited commercial use includes, but is not limited to, selling, leasing, or licensing the Data for monetary or other commercial gain, or embedding or installing the Data into products for Licensee’s own commercial gain or for the commercial gain of third parties. If Licensee is uncertain as to whether Licensee’s contemplated use of the Data is permissible, do not use the Data and instead contact AI for further information.
Proprietary Rights. Other than the License granted in Section 2 above, AI2 and its licensors retain all right, title and interest in and to the Data and all components thereof, including all patent, copyright, trademark, and trade secret rights. Licensee agrees and acknowledges that any feedback, suggestions, ideas, comments, improvements or other input (“Feedback”) about the Data provided by Licensee to AI2 is voluntarily given, and AI2 shall be free to use the Feedback as it sees fit without obligation or restriction of any kind.
Warranty. AI2 warrants that it has the right to make the Data available to Licensee as provided for in and subject to this Agreement and in accordance with applicable law. The warranties under this Section do not apply to any noncompliance resulting from any use by Licensee not in accordance with this Agreement. EXCEPT FOR THE LIMITED WARRANTY IN THIS SECTION, THE DATA IS PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. AI2 DISCLAIMS ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE.
Indemnification. Each party (“Indemnitor”) will indemnify the other (“Indemnitee”) in respect of any third party claims, proceedings, costs or damages, including actual attorneys’ fees and court costs and expenses in any such third party action, proceeding or case, and agreed settlements (i) to the extent that the authorized use of the Data infringes any patent, or any copyright, trademark or other proprietary right of such third party. If any settlement requires a non-monetary obligation of Indemnitor (other than ceasing use of the Data), then such settlement will require Indemnitor’s prior written consent, which consent will not be unreasonably withheld.
Exclusions. Indemnitor will have no liability for any infringement claim to the extent based on Indemnitee’s use of the Data other than in accordance with this Agreement.
Limitation of Liability.
Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE PROVIDED SPECIFICALLY IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, LICENSORS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN ANY WAY RELATING TO OR IN CONNECTION WITH THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
Aggregate Liability. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED $10,000.
Exclusion - Violations of Law and Indemnification. The limits in this Section 7 do not apply to indemnification or violations of applicable laws.
Term and Termination.
Term: This Agreement will continue until terminated by a party as provided herein.
Termination for Convenience: Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other.
Termination for Cause: Either party may terminate this Agreement if the other party materially breaches its obligations and, where such breach is curable, such breach remains uncured for thirty (30) days following written notice of the breach.
Effect of Termination:
Upon termination of this Agreement for Convenience pursuant to Section 8(b) above; (1) each party will promptly return to the other all of the other party’s Confidential Information within its possession or control and will certify in writing that it has complied with its obligations to return all such Confidential Information; and (2) AI2 will not provide any updates to the Data after the effective date of termination; and
Upon termination of this Agreement for Cause pursuant to Section 8(c) above, the License granted by AI2 hereunder will automatically cease as of the effective date of termination and Licensee must uninstall any installed Data, cease using all Data and take down any links to the Data, and certify in writing that all known copies thereof, including backup copies, have been destroyed or disabled in all forms and types of media as of the effective date of termination.
The following will survive termination of this Agreement for any reason: any and all liabilities accrued before the effective date of termination; and the provisions of this Agreement concerning proprietary rights, indemnity, disclaimers of warranty, limitation of liability, and governing law.
Compliance with Laws.
Each party will comply with all applicable local, state, national, and international laws and regulations with respect to AI2’s license and Licensee’s use of the Data.
Data provided by AI2 is from copyrighted sources of the respective copyright holders. Licensee is solely responsible for its and its users’ compliance with any copyright, patent or trademark restrictions and are referred to the copyright, patent or trademark notices appearing in the original sources, all of which are hereby incorporated by reference.
Confidentiality. Licensee and AI2 will maintain the confidentiality of Confidential Information. The receiving party of any Confidential Information of the other party agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party will protect the secrecy of and prevent disclosure and unauthorized use of the disclosing party's Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event will use less than reasonable care. The terms of this Confidentiality section will survive termination of this Agreement. Upon termination or expiration of this Agreement, the receiving party will, at the disclosing party’s option, promptly return or destroy (and provide written certification of such destruction) the disclosing party’s Confidential Information. “Confidential Information” means any proprietary information received by the other party during, or prior to entering into, this Agreement that is identified as confidential at the time of disclosure or that a party reasonably should know is confidential or proprietary based on the circumstances surrounding the disclosure including, without limitation, the Documentation and any non-public technical and business information. Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) the receiving party rightfully obtains from a third party without restriction on use or disclosure. Where AI2 is the disclosing party, “Confidential Information” also means any non-public information about Mr. Paul G. Allen, his estate, his family, businesses, assets, and properties (including interests, assets, or properties held in trust for Mr. Allen).
15)Export Compliance. As required by the laws of the United States and other countries, Licensee represents and warrants that Licensee: (a) understands that the Data may be subject to export controls under the U.S. Commerce Department's Export Administration Regulations ("EAR"); (b) is not located in a prohibited destination country under the EAR or U.S. sanctions regulations; (c) will not export, re-export, or transfer the Data to any prohibited destination or persons or entities on the U.S. Bureau of Industry and Security Denied Parties List or Entity List, or the U.S. Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, or any similar lists maintained by other countries, without the necessary export license(s) or authorization(s); (d) will not use or transfer the Data in connection with any nuclear, chemical or biological weapons, missile technology, or military end-uses where prohibited by an applicable arms embargo, unless authorized by the relevant government agency by regulation or specific license; and (e) and agrees that Licensee will be solely responsible for compliance with any such import, use, or export restrictions.
If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. All waivers must be in writing and signed by both parties.
All notices permitted or required under this Agreement will be in writing and will be delivered in person, by confirmed facsimile, overnight courier service or mailed by first class, registered or certified mail, postage prepaid. Such notice will be deemed to have been given upon receipt.
This Agreement will be governed by the laws of the State of Washington, U.S.A., excluding its conflicts of law rules. The parties expressly agree that the UN Convention for the International Sale of Goods (CISG) or the Uniform Computer Information Transactions Act (UCITA) will not apply.
Any amendment or modification to the Agreement must be in writing signed by both parties.
In the event of a conflict between this Agreement and other applicable documents between the Parties, the terms of this Agreement will apply and will take precedence.