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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​.
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:

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:
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: 
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. 
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 
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
Limited Warranty and Warranty Disclaimer​. 
Indemnification​. 
AI2 Indemnification​. 
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​. 
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 


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