API LICENSE AGREEMENT

THIS API LICENSE AGREEMENT (“AGREEMENT”) IS BY AND BETWEEN THE ALLEN INSTITUTE FOR ARTIFICIAL INTELLIGENCE, (“AI2” OR “US”) AND THE INDIVIDUAL OR LEGAL ENTITY (“LICENSEE” OR “YOU”) WHO IS USING THE API MADE AVAILABLE BY AI2 (“API”) AND GOVERNS ALL USE BY YOU OF THE API.

BY CLICKING THE “I ACCEPT” BUTTON OR BY ACCESSING, DOWNLOADING OR OTHERWISE USING THE API, 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 API.

This Agreement, including all referenced documents located at the URLs listed below is effective as of the date You access the API.

• Definitions.
• “Aggregated Statistics" means data and information related to Licensee's use of the API that is used by AI2 in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the API.
• "AI2 IP" means the API, the Documentation, and any and all intellectual property provided to Licensee or any Authorized User in connection with the foregoing. For the avoidance of doubt, AI2 IP includes Aggregated Statistics and any information, data, or other content derived from AI2's monitoring of Licensee's access to or use of the API, but does not include Licensee Data.
• “API” means an API and any accompanying or related documentation, source code, SDKs, executable applications and other materials made available by AI2, including all Data and any other associated tools and documentation.
• “API Key” means a unique identifier used to authenticate an Authorized User of the API
• "Authorized User" means Licensee's employees, consultants, contractors, and agents (i) who are authorized by Licensee to access and use the API under the rights granted to Licensee pursuant to this Agreement and (ii) for whom access to the API has been provided hereunder.
• "Response Data" means any metadata, abstracts, Input Data, Derived Data and full-texts and any other content types provided to Licensee by AI2 via the API. 
• "Documentation" means AI2's user manuals, handbooks, and guides relating to the API provided by AI2 to Licensee either electronically or in hard copy form/end user documentation relating to the API available at https://api.semanticscholar.org/
• “End of Life” means features or functionalities of the API, as of a date set and announced by AI2 to the contact information provided by Licensee, will no longer be supported by AI2 or compatible with the API. At conclusion of the End of Life notification period, the applicable features or functionalities will no longer be available for download or supported by AI2.
• “Input Data” means data provided by Licensee to call the API.
• "Third-Party Products" means any third-party products provided with or incorporated into the API.
• “Update” means updates, enhancements, bug fixes, patches and other error corrections to the API that AI2 makes generally available at https://api.semanticscholar.org/ 
• "Usage Data" means any and all information reflecting the access or use of the API by or on behalf of Licensee or any Authorized User, including any visit-, session-, impression-, click through-, or click stream-data, and any statistical or other analysis, information, or data based on or derived from any of the foregoing. 
• Access and Use. 
• License Grant. Subject to and conditioned on Licensee's compliance with all terms and conditions of this Agreement, AI2 hereby grants Licensee a non-exclusive, non-transferable right to access and use the API and Documentation, including in operation with other software, hardware, systems, networks, and APIs, solely for use by Authorized Users in accordance with the terms and conditions herein, including without limitation:
• Such use is limited to Licensee's internal use solely for the purpose of training and evaluating machine learning models and transforming data sets for legitimate, non-commercial, research and/or educational purposes. 
• Licensee agrees that any public use of Data must point back to Semantic Scholar at  https://www.semanticscholar.org/ with a utm_source=api UTM parameter and 

• Licensee will also include the Semantic Scholar name and logo on any public displays of the Data
• Expanded License: If You would like a License Key or would like to use the API for purposes other than those listed in Section 2(a) above, including for commercial purposes, please contact https://pages.semanticscholar.org/data-partners.
• Use Restrictions. Except as otherwise expressly and unambiguously authorized under this Agreement or by AI2 in writing, Licensee shall not, under any circumstances:
• repackage or resell the API;
• disclose or provide the API Key to any person or entity other than to Authorized Users, provided that Licensee hereby agrees to be responsible for, and liable to AI2 for, any breaches of this Agreement by such Authorized Users;
• use the API for any illegal, unauthorized or otherwise improper purposes, or in any manner which would violate this Agreement or the Documentation;
• use the API to breach any laws or regulations, or violate the rights of third parties; 
• remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials Licensee receives or accesses pursuant to this Agreement, including but not limited to, the API, the Data and the Documentation; 
• sell, lease, share, transfer, sublicense, commercialize or fail to protect the confidentiality of any Data obtained through the API, directly or indirectly, to any third party, including any data broker, ad network, ad exchange, or other advertising monetization-related party; 
• use the API in any manner that does or could potentially undermine the security of the API, the Data or any other data or information stored or transmitted using the API, including without limitation by sharing the API Key with anyone who is not an Authorized User; 
• use the API in a manner that, as determined by AI2 in its sole discretion, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Documentation;
• interfere with or disrupt AI2 services or servers or networks connected to the API, or disobey any requirements, procedures, policies or regulations of networks connected to the API, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of the API; or 
• copy adapt, reformat, reverse-engineer, disassemble, decompile, download, translate or otherwise modify the API, Data, AI2’s website, or any of AI2’s other services, through automated or other means (except to the extent such restrictions are prohibited by law). 

This Agreement does not include any right for Licensee to use any trademark, service mark, trade name or any other mark of AI2 or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein.  Prohibited commercial use includes, but is not limited to, selling, leasing, or licensing the API for monetary or other commercial gain, or embedding or installing the API 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 API is permissible, do not use the API and instead contact AI2 for further information. If Licensee does not comply with the License terms or the foregoing restrictions, AI2 may terminate this Agreement for cause immediately.

• Reservation of Rights. AI2 reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the AI2 IP.
• Attribution.  Licensee will ensure that any data derived from the Service and made available publicly includes recognition of the contributions of the non-publishing party according to standard practice for assigning scientific credit. 
• Suspension/Limitation. Notwithstanding anything to the contrary in this Agreement, AI2 may suspend and/or limit Licensee's and any Authorized User's access to any portion or all of the API at AI2’s discretion, including if AI2 reasonably determines that: 
• there is a threat or attack on any of the AI2 IP; 
• Licensee’s bandwidth usage is significantly excessive in relation to other API users, in which case AI2 may suspend Licensee’s account or throttle the usage until Licensee reduces its bandwidth consumption.
• Licensee's or any Authorized End User's use of the AI2 IP disrupts or poses a security risk to the AI2 IP or to any other Licensee or vendor of AI2; 
• Licensee, or any Authorized User, is using the AI2 IP for fraudulent or illegal activities; 
• AI2's provision of the API to Licensee or any Authorized End User is prohibited by applicable law;
• Licensee is not using the API for legitimate research and/or educational purposes or otherwise as expressly allowed by AI2 in writing; or 
• Licensee is using the API to send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”, or to run any form of auto-responder or “spam” or use in connection with any unsolicited communication or advertising; or
• any vendor of AI2 has suspended or terminated AI2's access to or use of any third-party API or products required to enable Licensee to access the API. 

AI2 will use commercially reasonable efforts to provide written notice of any Suspension to Licensee and to provide updates regarding resumption of access to the API following any Suspension. AI2 will use commercially reasonable efforts to resume providing access to the API as soon as reasonably possible after the event giving rise to the Suspension is cured. AI2 will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Licensee or any Authorized User may incur as a result of a Suspension. 

• Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, AI2 may monitor Licensee's use of the API and collect and compile Aggregated Statistics. As between AI2 and Licensee, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by AI2. Licensee acknowledges that AI2 may compile Aggregated Statistics based on Usage Data. Licensee agrees that AI2 may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law. 
• Third Party Software.  The API includes Third Party Products, which are subject to the terms of their accompanying licenses. For avoidance of doubt, AI2’s warranty of the API includes all Third Party Products to the extent embedded in, and used by, the API. 
• Licensee Responsibilities. Licensee is responsible and liable for all uses of the API and Documentation resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Licensee is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Licensee will be deemed a breach of this Agreement by Licensee. Licensee will use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the API, and will cause Authorized Users to comply with such provisions.
• Licensee further represents, warrants and covenants that 
• Its use of the API does not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of any third party; 
• Licensee will comply with all applicable local, state, national and international laws and regulations, including, without limitation, all applicable export control laws, and maintain all licenses, permits and other permissions necessary to use the API; 
• Its use of the API does not and will not contain or introduce any malicious software into the API, or other data stored or transmitted using the API; and
• its use of the API is not designed to or utilized for the purpose of spamming any third parties.
• Service Levels. Subject to the terms and conditions of this Agreement, AI2 will use commercially reasonable efforts to make the API available in accordance with the service levels set out in Exhibit A. 
• Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, that is/and whether or not] marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party. The receiving Party will not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order will first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party will promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. 
• Intellectual Property Ownership
• Feedback. Other than the License granted in Section 2 above, AI2 and its licensors retain all right, title and interest in and to the API 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 API 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.
• Licensee will not use for the benefit of AI2, include in any Input Data, or otherwise disclose to AI2, any confidential, proprietary, or trade secret information that belongs to a third party, unless Licensee advises AI2 that the information belongs to a third party and both AI2 and the owner of the information consent to the disclosure and use.
• Limited Warranty and Warranty Disclaimer. 
• AI2 warrants that it will only use Input Data for the sole purpose of providing a response to Licensee based on such Input Data and AI2 will not share Input Data with any parties other than Licensee or make it otherwise publicly available.
• AI2 warrants that the API will conform in all material respects to the service levels set forth in Exhibit A when accessed and used in accordance with this Agreement and any Documentation. AI2 does not make any representations or guarantees regarding uptime or availability of the API unless specifically identified in Exhibit A. The remedies set forth in Exhibit A are Licensee's sole remedies and AI2's sole liability under the limited warranty set forth in this Section 7(b). THE FOREGOING WARRANTY DOES NOT APPLY, AND AI2 STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS. 
• EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7(a),THE API IS PROVIDED "AS IS" AND AI2 HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. AI2 SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7(a), AI2 MAKES NO WARRANTY OF ANY KIND THAT THE API, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER API, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 
• Indemnification. 
• AI2 Indemnification. 
• AI2 will indemnify Licensee and will pay any costs or damages that may be finally awarded 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 to the extent that that the API, or any use of the API in accordance with this Agreement and the Documentation, infringes or misappropriates such third party's United States patent, or any copyright, trademark or other proprietary right of such third party; provided that Licensee: (1) promptly notifies AI2 of the claim; (2) gives AI2 all necessary information regarding the claim; (3) reasonably cooperates with AI2;  and (4) allows AI2 to control the defense and all related settlement negotiations; provided that, if any settlement requires a non-monetary obligation of an indemnified party (other than ceasing use of the Service), then such settlement will require the Licensee’s prior written consent, which consent will not be unreasonably withheld.
• This Section 8(a) will not apply to the extent that the alleged infringement arises from: (1) use of the API in combination with data, software, hardware, equipment, or technology not provided by AI2 or authorized by AI2 in writing; (2) modifications to the API not made by AI2; (3) Licensee Data; or (4) use of the API outside the scope of this Agreement or in violation of applicable law. 
• Licensee Indemnification. Licensee will indemnify, hold harmless, and, at AI2's option, defend AI2 from and against any costs or damages incurred by AI2 resulting from any third party claim that the Licensee Data, or any use of the Licensee Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any third party claims based on Licensee's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the API in a manner not authorized by this Agreement; (iii) use of the API in combination with data, software, hardware, equipment or technology not provided by AI2 or authorized by AI2 in writing; or (iv) use of the API for any fraudulent or illegal activities.  Licensee may not settle any claim against AI2 unless AI2 consents to such settlement, and further provided that AI2 will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice. 
• Sole Remedy. THIS SECTION 8 SETS FORTH LICENSEE'S SOLE REMEDIES AND AI2'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE API INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 
• 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.  The Term of this Agreement begins when Licensee accesses the API.  Unless earlier terminated as provided for elsewhere in this Agreement, this Agreement will continue on a month to month basis for as long as Licensee continues to use the API.

• Termination for Cause. In addition to any other express termination right set forth in this Agreement either Party may terminate this Agreement, effective upon written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach.

• Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, all authorizations and licenses granted hereunder will immediately terminate and the respective parties shall cease all activities concerning, including in the case of Licensee, all use of, the expired or terminated API and Documentation.

• Survival. 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 API. 

• 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.
• Miscellaneous. 
• Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) this Agreement; (ii) the Exhibits to this Agreement and (iii) any other documents incorporated herein by reference, including without limitation the Website Terms and Conditions of Use as provided at https://allenai.org/terms.html 
• Force Majeure. In no event will AI2 be liable to Licensee, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond AI2's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
• Amendment and Modification; Waiver. AI2 may change or modify this Agreement or the Service Level Agreement or the API upon thirty (30) days prior written notice.  By continuing to use the API after any changes or modifications are made, Licensee accepts such changes and modifications and agrees to be bound to the revised Agreement(s).  If Licensee does not agree to the revised Agreement(s), Licensee agrees to stop using the API immediately and this 
• Severability. 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.
• Governing Law; Submission to Jurisdiction. This Agreement shall be governed by the laws of the State of Washington, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in King County, Washington. You hereby expressly agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or access to or use of the API You or any Authorized Users.
• Export Regulation. The API utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Licensee will not, directly or indirectly, export, re-export, or release the API or the underlying software or technology to, or make the API or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the API or the underlying software or technology available outside the US.
• Federal Agency Licensee. Notwithstanding anything to the contrary contained in this Agreement, if You are an agency, instrumentality or department of the federal government of the United States, then this Agreement shall be governed exclusively in accordance with the federal laws of the United States of America in an appropriate venue. Further, and notwithstanding anything to the contrary in this Agreement, terms that include indemnifications and warranties, acceptances of and/or limitations of or releases of liabilities, and terms concerning claims, demands, complaints and disputes will be subject to and limited by the Contract Disputes Act (41 U.S.C. §§601-613), the Tucker Act (28U.S.C. § 1346(a) and § 1491), or the Federal Tort Claims Act (28 U.S.C. §§ 346(b), 2401-2402, 2671-2672, 2674-2680) or other applicable governing authority. Specific legal remedies or limitations thereof, or limitations of or acceptance of liabilities cited herein are subject to the those traditionally available in law suits against the Federal government and/or are specifically permitted by Federal law. Agreements are renewed only upon acceptance. Any additional terms or conditions, future modifications to such or documents incorporated by reference, attached as exhibits or other attachments now or at any future date are subject to this clause. No funds are obligated by this agreement. Fines, penalties or fees shall not apply. All confidentiality provisions or use of information provisions contained herein are subject to the provisions of Federal law, including the Freedom of information Act, the Whistleblower Protection Act (hereby incorporated herein) and other pertinent Federal laws and regulations governing confidential or proprietary or otherwise protected information.

EXHIBIT A

SERVICE LEVELS AND SUPPORT

• API Support. Licensee agrees to report to AI2 any errors or difficulties discovered and the characteristic conditions and symptoms of such errors and difficulties.  AI2 is in no way obligated to provide Licensee with any specific error correction or support, but may provide whatever error correction and/or support services AI2 may determine in its sole discretion, including for example prioritizing efforts to resolve any material issues that significantly degrade or disable the API (and anything it provides in connection therewith will be deemed part of the API). 

• Updates.  AI2 may develop and provide Updates in its sole discretion. AI2 has no obligation to develop any Updates at all or for particular issues. Further, AI2 may provide some or all Updates via download from a website designated by AI2. AI2 has no obligation to provide Updates via any other media. In some cases, Licensee will be required to upgrade to the latest Update to receive the fix for an issue or defect

• End of Life: AI2 reserves its right to, in its sole discretion, designate any features or functionality of the API, in whole or in part, as End of Life. As a condition of moving the lifecycle status to End of Life, AI2 will make available or continue to provide an alternate application with comparable functionality; or, if AI2 decides to discontinue support entirely, AI2 will provide at least sixty (60) days’ prior written notice to Licensee to allow Licensee to upgrade or migrate to other available solutions.

• Exclusions and Limitations. AI2 will not be responsible for: (i) correcting any errors not reproducible by AI2 or errors not caused by AI2 or the API; (ii) changes to the Licensee’s operating system or environment which adversely affect the API; or (iii) Licensee’s or Authorized User’s accident, negligence, or misuse of the API.

• Escalation Procedures. If for some reason you are not satisfied with your support experience or do not think we are meeting the SLA criteria above, please escalate your concern to feedback@semanticscholar.org